Code Lyoko: EG

by Sapphire Valley

Rating: teen
Tags: Sunset Shimmer, Main 7 (EqG), Twilight Sparkle (EqG), Alternate Universe, Fluttershy (EqG), Other, Drama, Science Fiction, Adventure, Equestria Girls, Crossover, Sex
Length: 373972

In Canterlot High Boarding School, Twilight and her friends fight the evil XANA in a virtual world that's somehow connected to the network.

Twilight is a brilliant student who's never had the time nor reason to make friends. That all changed at the beginning of the year when she stumbles upon a mysterious super computer and activates it. It's here that she finds three things that'll change her life forever. A super intelligent and life like AI named Fluttershy, a virtual world called Lyoko, and a sentient computer virus named XANA who has desires to take over the human world.

With the help of her fellow classmates Applejack, Rarity, Rainbow Dash, and Pinkie Pie, Twilight must engage the evil computer virus, save Fluttershy, and one day shut down the super computer once and for all. But why does something like Lyoko even exist, and who made it?

Now with TV Trope Page!!!

This story is rated Teen for violence, language, suggestive themes, and tense situations.

Published 2015-07-13 19:30:02 UTC
Last updated 2016-10-19 20:22:10 UTC

02: XANA Awakens pt 2

Theme Song: A World Without Danger

02: XANA Awakens pt. 2

After school, Twilight, Applejack, and Pinkie Pie decided to watch Dash tryout for the track team. Of course this meant skipping her advanced classes, but this felt more important. Dash was her... well, Twilight thought she was her friend now. They hadn't actually said it, she just assumed so. Rainbow Dash was nice enough, and she did help her protect Fluttershy.

Speaking of which, Twilight was of course on her lap top computer, looking up information on Lyoko.

“Ah can't believe ya brought that with ya,” Applejack sighed.

“I sort of feel naked without it,” Twilight said, “Besides, last night I found out about a strange program in Lyoko and I'm trying to figure out how to activate it.”

“Ooh, more cool tricks?” Pinkie Pie asked from her seat above Twilight, “What does this one do?”

“I don't know exactly, but it's called “Return To The Past”. I think it's a time travel program,” Twilight explained.

“Ah don't know if Ah believe in time travel,” Applejack said folding her arms.

“We found a super computer, met a living virtual girl, traveled into a real life video game and back, yet you don't believe in time travel?” Pinkie Pie asked.

“Ah'll believe it when Ah see it,” Applejack stated, “Now hush y'all. Rainbow Dash is about ta start.”

On the track field, Rainbow Dash was stretching getting ready as another girl walked over to her. This girl was wearing the track uniform, and she had long light blue and white hair. With her make-up and extravagant hair, she was not what you'd expect for a track star.

Rainbow Dash looked up and smirked, “You do know this isn't a beauty contest, right?”

“Shut up,” the girl said, “The Great and Lovely Trixie is destined to be a star, and with as multi talented as she is, she could easily become the next track star.”

“Yeah, because you look like a real champion,” Dash said sarcastically. Trixie didn't seem to notice, and instead began stretching herself, but nowhere near as thoroughly as Rainbow Dash.

“Trixie, you can do it!” one of her two minions, Snips cheered. His taller friend, Snails, even had a sign held up that said “Great and Lovely Trixie is a superstar!” on it.

“Alright everyone,” a really tall and muscular man with short blond hair said walking up to the students, “The point of this isn't to win the race. In order to make the track team, you just have to show me your potential, that means run at your best.”

“I'm still gonna win,” Dash said getting on one knee prepared for the race.

“Pretty soon, everyone will see what a star Trixie is,” Trixie said haughtily.

In the stands, Twilight decided to close her lap top and pay attention to the race. It wasn't like she needed to stay online at all times. Besides, she'd want to talk too Fluttershy about Return To The Past in the lab.

In Lyoko's Desert Sector, red electricity was moving through the wires leading to a nearby tower. When it reached the tower, its blue aura changed to red.

Back in her tower in the Forest Sector, Fluttershy was lying on the floor in front of a holographic screen, looking at information on the human world. She had found something in the human network called “Facebook”, which she was easily able to hack into.

Looking at everyone's conversations was interesting. Everyone talked about the most interesting things, and had such wonderful opinions. The real world seemed like such a wonderful place.

“Oh, how I wish I lived there with Twilight,” Fluttershy said wistfully, “She must have so much fun with her friends.”

Fluttershy was about to see if she could create an account herself, when she felt a horrible sensation. Something was going on somewhere in Lyoko. She knew it was dangerous, but she stepped out of the tower, where she felt an odd vibration on the ground.

“What's that?” she asked herself. It felt weak, as if the source wasn't nearby. She decided to check some of the other sectors. Fazing back into the tower, she calmly walked to the edge of the platform and elegantly dropped down the side. For her, down soon became up, and she arrived at another platform.

She walked out of the tower, going into the Desert Sector. She saw on the ground the same vibrations, but this time they were red.

“What...?” she asked slowly walking forward, following the vibrations. Lyoko hadn't been active for very long, but even she could tell that this wasn't normal.

She walked until she found another tower in a clearing, but this one looked odd. It had a red aura surrounding it, and there were monsters guarding it. These monsters were different than the monsters from earlier. There were two large red monsters shaped sort of like crabs with long sharp legs, and a swarm of smaller flying monster hovering around the tower.

“Oh no!” Fluttershy cried, “I have to warn Twilight!” She was about to run off, but a sharp laser hit behind her knocking her to the ground. She turned around and saw some of the flying monsters flying toward her. They began firing at her, but she screamed running away, back to the tower she came from.

“Twilight! Twilight, help me!” Fluttershy cried running, the hornets firing at her. One actually got her in the back knocking her to the ground again.

Fluttershy: 60 HP

She looked ahead and saw that she was almost at the tower, but the hornets were flying circles around her.

“TWILIGHT!!!!!” Fluttershy screamed as the monsters began firing at her again. She scampered away just in time, but took another shot to the back, this time falling into the tower.

Fluttershy: 20 HP

For a few seconds, she just lied on the ground and cried. She was right to be afraid. Those monsters didn't come after her new friends. They came after her!

“I... I have to get to T-Twilight...” Fluttershy sobbed, crawling to her holographic screen. Hopefully she could get a hold of Twilight and her friends using the Facebook. They'd know what to do.

Flying over another part of the world, three military jets were practicing maneuvers. There hadn't been a war in a while, but better safe than sorry. Inside the jet in the middle, a symbol shaped like a red eye appeared on the pilots radar screen.

“Huh?” the pilot asked, “What the?”

Red electricity engulfed the jet, knocking out the pilot. The jet did a half barrel roll changing direction and flying in the opposite direction.

“William! What are you doing?!” one of the other pilots called out, “That's not in the maneuver!”

The other two jets flew after William's jet, but the jet made a sharp turn somehow going behind the other two jets. It then fired at the jets, knocking out their engines. Thankfully the two pilots managed to eject just in time. The jets William was trapped in flew off to the military base, red electricity still coming off it at random points.

Back at the race, Rainbow Dash was far in the lead, while Trixie was lagging far behind. Looked like her plan to become a track star wasn't going to pan out.

As Dash approached the finish line, she heard her friends cheering for her. That just made her want to run even faster. Normally, she would only have Pinkie Pie cheering her on, but even Twilight had gotten off her computer and was paying attention to the race.

When she crossed the finish line at first place, everyone cheered loudly. Her friends all ran up to her to congratulate her.

“You were amazing!” Twilight said, “I've never seen anyone run that fast!”

“Ya made the team, Ah know it!” Applejack said hitting Rainbow Dash on the back.

“I told you Dashie was the fastest!” Pinkie Pie said before wrapping her arms around Dash, “She's the best!”

“Aw guys, I already know I'm awesome,” Rainbow Dash bragged, “But it doesn't hurt to hear it again.”

“Great job, Dash,” the coach said walking up to them, “I know I said that you didn't have to win the race, but I can't ignore natural talent like yours. I'd like you to try out for a few other teams here, if that's okay with you.”

“Uh, sure,” Dash said, taken aback, “Thanks, Coach Biceps.”

The coach nodded and walked back to the other track stars, where everyone finally saw Trixie trudging up to the finish line. She was so tired that she didn't even make it to the finish line, falling down right in front of it.

“Trixie!” Snips and Snails cried out running up to her and helping her up. Everyone laughed, as she was absolutely pathetic. She talked a big game, but she didn't know how to run at all.

“Looking good, Trixie,” Dash taunted, “Maybe you'd like some pointers.”

“This... isn't over... Rainbow Dash...” Trixie panted. She pushed Snips and Snails off of her, flipped her hair, and sauntered off back to the school.

“Um, excuse me,” a cultured voice called out, catching everyone's attention, “You are... Twilight, dah?”

They turned around and saw Rarity walking over to them, now wearing a fancy white blouse, purple skirt, and dark purple boots. Applejack looked down and covered her face with her hat for some reason.

“Yeah, that's me,” Twilight said, stepping back a bit.

“I have... email asking to find you,” Rarity said looking confused, “Someone named... Fluttershy?”

“Fluttershy?!” Twilight asked suddenly, “She was trying to reach me?!”

“Hold on, how in the world did she...” Rainbow Dash asked.

“No time,” Applejack said, “We gotta head to Twilight's room.”

“Right,” Twilight turned to Rarity, “Thank you.”

As everyone ran off, Rarity watched them intently, putting her hands on her hips frowning.

“Chto ty skryvayesh'?” Rarity asked herself in her native tongue.

“Are you okay now?” Twilight asked after Fluttershy filled her and everyone in on what just happened on Lyoko.

“Yes,” Fluttershy said, “I managed to escape to the inside of the tower, but I'm afraid to leave it. Those monsters might be waiting for me outside.”

“Ah think leavin the tower is the last thing ya wanna do anyway,” Applejack said.

“That's just it, Applejack,” Fluttershy looked down seriously, “I think... I need to go back out there.”

“What?!” Rainbow Dash shouted, “What the hell is wrong with you?! You go out there you'll get killed!”

“But I just know something really bad is going to happen!” Fluttershy cried, “There's another tower in the Desert, but it turned red, and there are monsters guarding it. Something is telling me that the tower is doing something in the real world.”

“Maybe she's onto something,” Pinkie Pie said, “She does live in Lyoko. Maybe she's like an anti virus program or something.”

“We can't jump to conclusions here,” Applejack said, “We need ta know what's goin on before we do anythin.”

“Applejack is right,” Twilight said standing up, “Fluttershy, I'm heading to the factory. We'll figure this out together.”

“Thank you Twilight,” Fluttershy said smiling, “I'll wait for you there.”

Twilight turned off her computer right after Fluttershy vanished, and then turned to her friends, “I'll get in touch with you guys on your cellphones if anything comes up.”

“Good idea,” Applejack said, “If we all go, it'll look suspicious.”

“I know a short cut to the factory,” Rainbow Dash said, “If Twilight calls, we'll meet up right outside the school building and I'll lead you guys there.”

“This is so exciting!” Pinkie Pie said, “I feel like a super hero or something.”

“Let's just hope we don't have to put on capes,” Twilight said, “I'll see you guys later.”

Twilight ran out of the room, completely unaware that Rarity was right outside her room listening.

“Factory? Lyoko?” She asked herself. She hid behind the corner and saw Rainbow Dash, Pinkie Pie, and Applejack walk out of Twilight's room in separate directions. Applejack knew what was going on, and she planned on getting to the bottom of it one way or another.

Even if she had to corner Applejack to do it.

Right when Twilight was at the door of the school, Vice-principal Luna stepped into the hall behind her.

“Twilight!” she called out stopping her, “You weren't at class today.”

“Oh, sorry Vice-principal, I had something important to do,” Twilight said averting her eyes from Luna.

“Twilight, I'm worried about you,” Luna said walking up to Twilight, “Ever since the school year started you haven't been yourself. You haven't been as focused in class, you missed your advanced studies today, and it looks like you're going someplace right now.”

“I am...” Twilight said, “I'm going... to see a... friend...”

“Don't you have homework to do?” Luna asked folding her arms.

“Yes, but it's not a lot. I can finish it when I-”

“This is because of Applejack, isn't it?” Luna all but groaned, “I tried telling Celestia that giving you a roommate was a bad idea, but as always she didn't listen to me. Because of her, you've become lax in your studies.”

“My studies? Is that all you care about?” Twilight asked harshly.

“You're the top of the class, Twilight, and a bright student with her whole life ahead of you. You should be focused on your school work so you can get into a good college, not-”

“For Gods sake, I'm only fourteen!” Twilight shouted, shocking Luna.

“T-Twilight...”

“I let you and my parents control my life for years, but it stops right now! I want friends! I want to have fun! I want to be able to fall in love, make mistakes, and figure out who I really am! You, my mom, my dad, and the principal aren't going to treat me like a doll anymore!” she turned to the door, “A friend of mine needs help, and I'm going to help her. Scold me, punish me, do whatever you want! You can even expel me for all I care, but I'm not giving up my special friend!”

Twilight ran out of the door, leaving a very shell shocked Luna behind. That was the first time she had ever screamed at Luna, and she didn't know how to take it.

Outside, Twilight stopped running once she hit the corner and fell to her knees bursting into tears. She hated yelling at Luna like that, and she knew that she'd be in big trouble when she got back. Why had she yelled? Where did that outburst come from? She wouldn't have done that before.

Was this because of Fluttershy and Applejack? Was this what it felt like to have friends?

Twilight calmed down and forced herself to her feet wiping her eyes.

“Fluttershy needs me,” Twilight said, “I... I don't have time to worry about this.”

With that she continued to the factory. If there was a sudden change in Lyoko, then she needed to get to the bottom of this.

She didn't have fencing class today, and until Twilight called her she didn't have anything to do, so she decided to do a little practicing on her own. Thankfully the fencing instructor had allowed the students to borrow the equipment as long as they were careful, so Applejack borrowed a rapier so she could practice in the gym.

Now in her fencing uniform minus the helmet, she went over a few basic techniques, silently wishing she had someone to practice with. Just going over the moves didn't give her the feel she needed.

A part of her thought about asking that Rarity girl if she'd practice with her. She couldn't stop thinking about her at all. She was so pretty, yet so intense. Applejack wasn't ashamed to admit that she had a monster crush on her, as she had learned pretty early that she was bisexual. Rarity was just her type: strong willed, sensitive based on their last meeting, competitive, and on the physical side she was very attractive, which Applejack wasn't afraid to admit was a major turn on. She didn't expect Rarity to be that sexy outside her uniform, but she understood why the boys had wanted to date her.

Yet she turned them all down. Every. Single. One.

Applejack then thought back to how Rarity had acted when they first met. She stared at her all through class, and got so violent during their duel. At first Applejack thought that she hated her for some reason, but that didn't make any sense. They had just met.

She remember something her grandmother had said sometime after she came out to her. Sometimes, girls get really emotional, and don't show their feelings properly. Someone might seem like they hate you, when in fact they actually really like you.

Did Rarity actually...?

“What should Ah do?” Applejack asked herself, “Should Ah approach her?”

“Applejack, correct?” she heard from behind her. Applejack turned around and saw Rarity standing by the door leaning against it, already in her uniform holding a rapier, “I was looking for you.”

“Oh really?” Applejack asked folding her arms smirking, “Funny, cause Ah was just thinkin about you.”

“This is my training area,” Rarity said sauntering over to Applejack (who couldn't take her eyes off her hips), “You leave now. Let master have her training time.”

“Ha! Master? Let's not forget how our last duel went. If Ah recall, you told me ta stop holdin back, and then ya lost round two in a few short seconds,” Applejack taunted. Rarity's face twisted into probably the cutest scowl Applejack had ever seen.

“Y-y-y-you got lucky!” Rarity defended, “Caught me off guard! Besides, round 3 never ended. Had duel finish, I would win!”

“Oh really?” Applejack said walking up to Rarity and getting right in her face (Holy hell she smelled nice).

“Dah, really,” Rarity stated haughtily.

“Well, Ah don't see anyone here today,” Applejack said, “Why don't we go ahead an' finish our match from yesterday, hm?”

Rarity narrowed her eyes giving Applejack a predatory yet almost seductive look, “Dah. I'd love to finish duel.”

That look confirmed it. She did want Applejack. She may not have known that she wanted her, but she did.

“But, let's make duel interesting,” Rarity said walking to the center of the room, “Care to make... minor bet?”

“Oh? What do ya have in mind?” Applejack asked.

“You and your friends have secret. I don't like secrets. So, if I win, you tell me who Fluttershy is?”

She wanted to know how Rarity had even known who Fluttershy was period, but she let it go for now. She knew that if she made the bet, she'd have to follow through if she lost, which would be betraying Twilight's trust, but this gave her a great opportunity to get a rise out of this sexy Russian girl, who Applejack loved hearing her talk. The combination of her slight accent and the way she omitted certain words drove Applejack insane.

She wanted this girl bad, and it was taking all of her power to not push her against the wall and start making out with her.

“Alright, but if Ah win,” Applejack said with a smirk, “You gotta go out with me.”

The look of surprise on Rarity's face was worth the price of admission. Still, she answered much sooner than Applejack thought she would.

“Deal,” Rarity said narrowing her eyes slightly, “You win, I go on date with you.”

The two girls held their rapiers up in respect to their opponent, got in their stances, and lunged at each other, beginning their duel, which was even more violent than the last one.

In the computer room, Twilight was looking into the program of the activated tower with Fluttershy. She and Fluttershy worked together from their respective sections, sharing information. At the same time, Twilight also had the news on just in case anything weird came up there. She doubted anything would happen, but she had to make sure. She didn't know how Lyoko connected to the real world after all, but when she learned that Fluttershy had hacked into Facebook from Lyoko, which was how she reached Rarity, she knew that there was a connection of some sort.

“I'm sorry if I made things harder on you Twilight,” Fluttershy said, “I was desperate, and I didn't know how to reach you, so I...”

“It's okay, Fluttershy,” Twilight said, “You did what you had to do. I'll be sure to give you everyone else's contact information so you can reach them instead. Now that I know that you can reach the network from Lyoko, that changes a few things.”

“That's good,” Fluttershy said sighing in relief, “I thought you were mad at me.”

“No, I'm not mad,” Twilight said smiling at Fluttershy.

“Breaking news. Word has gotten out that a military fighter jet has begun malfunctioning, and has attacked a number of military bases thus far,” the news caster said on the side screen, catching Twilight's attention.

“What the hell?” Twilight asked looking at the screen.

“No word has been given on the pilot's condition, but its believed he's out cold. Sources tell us that the military is unable to get control of the jet, as they are all locked out, instead seeing this image on all of their screens.”

The news caster showed a red symbol like the one on the monsters they saw on Lyoko.

“Just what is that symbol anyway?” Twilight asked, beginning to wonder if there was a connection between that symbol and Lyoko. She began searching the super computer for information, stopping when she saw information on something called “XANA”.

“Fluttershy, do you know what a XANA is?” Twilight asked. She noticed that Fluttershy got really tense and afraid when she said that name.

“XANA...? That name sounds familiar, but I...” suddenly she gasped and held her head as if in pain.

“Fluttershy? Fluttershy! Are you okay?!” Twilight asked fearfully.

Inside the tower, Fluttershy fell to her knees holding her head. It felt like something was forcing its way into her mind, like a memory. The name XANA kept playing inside her head over and over again, and it gave her the biggest sense of dread.

“No...” Fluttershy sobbed, “Not XANA... Anything but XANA...”

“Fluttershy, answer me! What's wrong?!” Twilight urged. Fluttershy slowly stood up and met Twilight's worried expression.

“I'm okay, Twilight, I think I just remembered something,” Fluttershy said.

“A memory?” Twilight asked sitting up, “About XANA?”

“Yes, and if my memory is correct, then your world is in grave danger right now,” Fluttershy stated, “Please, call everyone here. I'll fill you all in on everything.”

“Alright,” Twilight typed on the computer pulling up the phone app, “Applejack is probably training, so I'll call Rainbow Dash and Pinkie Pie first.”

“Yeah, we're together,” Rainbow Dash said, Pinkie Pie right next to her eating a stick of poki.

“Great! Can you guys find Applejack and bring her to the factory? Fluttershy and I found something, and its not good,” Twilight said on the phone.

“She's in the gym right now,” Pinkie Pie said, “We'll get her.”

“Thanks you guys,” Twilight said before hanging up.

“This is getting both fun and scary,” Rainbow Dash stated.

“You're telling me, but hey, at least we get to be cool and sexy again,” Pinkie Pie said smiling.

Rainbow Dash wanted so badly to say something to her, but she decided against it. Being friends with Pinkie Pie for so long taught her when it was okay to argue, and when to just leave it alone. This was the latter.

The duel was hitting its climax now. As they were only having one fight to make up for their last battle, the two girls gave each other a little leeway so they could get their bearings in the duel. Now they were going full blast though. To anyone watching them, it would look like they were trying to kill each other.

But Applejack was having the time of her life.

Rarity was interesting. On the outside she seemed haughty and prissy, but on the inside she and Applejack were the same. They were fighters, and this was how they communicated. And boy was their conversation an interesting one. This girl had a lot of pent up anger and frustration, but Applejack could feel her desire to reach out.

Somehow, in someway, Rarity was crying for help.

As they fought, Applejack was pushing Rarity back toward the wall. She didn't seem to notice yet, and if she did she didn't seem to care. She was so focused on Applejack it was scary. Not once had their eyes separated form each other, and Applejack felt almost like she wanted to cry. Not because of anything she felt, rather from what she was getting from Rarity.

She was sad, and lonely.

Still, Applejack had a duel to win, cause she was not going to out Twilight. So, her plan commenced. She kept pushing Rarity to the wall. Once Rarity hit the wall, she flinched for a split second, and Applejack took advantage, getting real close to her opponent's face and holding her rapier right at Rarity's chest.

Rarity dropped her rapier, and just stood there against the wall taking in Applejack. Her expression was one of surprise, but Applejack noticed that she was blushing.

Honestly, Applejack was feeling rather flushed herself.

“Looks like Ah win...” Applejack said to Rarity.

“Dah... looks like... you win...” Rarity said, her voice somewhat breathy, and her accent stronger. They were so close, their lips were practically touching. Applejack's heart was racing so fast that she couldn't take it. She had to feel her lips against hers.

They both closed their eyes, and slowly got closer, their lips merely an inch away from-

“Applejack!” Rainbow Dash called out opening the door to the gym, Pinkie Pie right next to her. She stopped when she saw the suggestive position Applejack and Rarity was in, and smirked.

“Wow, look at you getting it on, Applejack,” Rainbow Dash taunted, “Been here a few days and already breaking hearts.”

“S-shut up!” Applejack shouted, inwardly annoyed at Rainbow Dash for interrupting their moment. She was this close to kissing Rarity!

“Twilight called,” Pinkie Pie said, “It's about you-know-what.”

Applejack sighed, “Ah see,” she turned to Rarity, who hadn't moved from that spot, “Looks like we'll have ta finish this later. Mah friends sorta need me.”

With that, Applejack ran over to her friends, “Ah gotta return this equipment and change, then Ah'll meet ya at the entrance.”

“We'll see you there,” Rainbow Dash said. As she, Pinkie Pie, and Applejack ran out of the room, Rarity fell to the floor holding her hand to her heart, trying to process the strange feelings she had. She and Applejack... almost kissed...

And she liked it.

Still, she needed to know what was going on with her, now more than ever. What was so important that she had to stop right at the good part? If cornering Applejack didn't work, it was time for plan B.

Applejack changed back into her regular attire, and met up with Rainbow Dash and Pinkie Pie outside the school.

“Y'all know a short cut?” Applejack asked.

“Dashie does,” Pinkie Pie said, “We used it yesterday when we went to the factory.”

“Then lead the way,” Applejack said. As the three girls ran off, they were unaware that Rarity was right behind them. She frowned and ran after them, careful to remain far enough away so they wouldn't see her.

Rainbow Dash led Applejack and Pinkie Pie to an entrance leading to the sewers right outside the school. Applejack frowned.

“Really?” she asked skeptically.

“It's not as bad as you think,” Rainbow Dash said, “The sewage system here is surprisingly clean.”

“Well, alright,” Applejack said as the three of them climbed down, still unaware that Rarity was right on their tail, hiding behind a tree.

They ran through the sewers, stopping once they reached a manhole at the far end going up. The girls climbed up, emerging right in front of the factory. They grabbed hold of the ropes suspended from the ceiling, and swung down to the elevator, going straight down into the main lab. Rarity ran in just as the elevator went down, and frowned. Wasn't this place shut down ten years ago?

If so, then were did that elevator go?

The elevator opened, and Twilight saw Applejack, Rainbow Dash, and Pinkie Pie walk into the computer room.

“Hey guys,” Twilight said, “I'm glad you could get here.”

“So, what did you find out?” Applejack asked.

“Apparently Fluttershy isn't the only thing that was living inside Lyoko when it was turned off,” Twilight stated.

“What? Like those monsters from yesterday?” Rainbow Dash asked, “We already know about those.”

“No Rainbow Dash,” Twilight said, “The monsters are just creations of the second thing I found out about. Apparently in Lyoko there's a sentient computer virus called XANA.”

“XANA?” Pinkie Pie asked, “That just sounds evil. You know, like, stereotypical villain evil.”

“XANA created those monsters from yesterday,” Fluttershy said, “He didn't send them after you. He was after me.”

“Why did he want you?” Rainbow Dash asked, “No offense, but you're not exactly a major threat on Lyoko.”

“I may not be able to fight the monsters,” Fluttershy said, “But I'm the only one able to deactivate the tower XANA activated.”

“You see, XANA activates towers to-” Twilight stopped when she heard someone scream by the ladder and fall. Everyone turned around and saw Rarity of all people sitting on the floor nursing her sore backside.

“You've gotta be kiddin me,” Applejack groaned.

“Oh! I know her!” Fluttershy said, “That's the girl I contacted on the Book of Faces.”

“You mean Facebook?” Rainbow Dash said rolling her eyes.

“Why is Rarity here?” Twilight asked Applejack, being the only one who ever had major contact with her.

“She must've followed me or somethin,” Applejack stated. Rarity stood up and looked at everyone.

“So this is secret,” Rarity said looking around, “You have large computer hidden underneath Canterlot.”

“Rarity, you can't stay here,” Applejack said walking up to Rarity, “This ain't somethin we can tell just anyone.”

“Well I'm not just anyone,” Rarity said folding her arms, “I came to know who Fluttershy is. She asked me for help, so I helped. I deserve to know who I saved.”

“Everyone, it's fine,” Fluttershy said softly, “It's my fault she's involved, so I'll take responsibility.”

“So... you're Fluttershy?” Rarity said walking up to the computer.

“Yes. Thank you for helping me,” Fluttershy said smiling. Rarity returned the smile, and then turned to Twilight.

“You mention XANA, correct? Is XANA dangerous?” Rarity asked.

“Very,” Twilight said, “Since you're here, you might as well see this too.”

Twilight turned on the news, which showed camera images of a military fighter jet firing at military bases, red electricity coming off it as it flew.

“Holy fuck...” Rainbow Dash said.

“Twilight... what is that?” Pinkie Pie asked pointing to the screen.

Twilight sighed gravely, “That everyone... is XANA.”

Everyone was silent for the longest time, until Applejack broke the silence, “Come again?” she asked.

“XANA has activated a tower in Lyoko, and it allows him to influence the real world,” Twilight explained, “Our only hope is to shut down that tower.”

“The let's do it!” Pinkie Pie said.

“Problem with that,” Twilight stated, “Issue number one, only Fluttershy can deactivate the towers. Issue number two, there are XANA's monsters surrounding the tower Fluttershy is in right now, so she can't even leave.”

Applejack looked down thoughtfully, “What if we went in an' got her to the tower safely?”

“You mean like we did before?” Pinkie Pie asked.

“Yep. We get weapons when we go into Lyoko. What if that's why? People go into Lyoko ta protect Fluttershy when she's making trips from tower to tower.”

“That does make sense,” Twilight said. Rarity raised her hand.

“This Lyoko, what is it? How can you go into it?” she asked.

“It's like a video game, only it's real,” Pinkie Pie explained, “There are scanners in the room below us, and we can go inside them and transport into Lyoko where Fluttershy is right now. It's so much fun!”

“You... take me with you?” Rarity asked.

“Hold on! Why do ya want ta go with us?” Applejack asked.

“Fluttershy reach out to me,” Rarity stated, “She's in danger, and I don't leave friends behind,” she turned to Twilight, “Please Twilight, let me go with you. I can fight too.”

Twilight thought hard about that, but eventually nodded, “Alright, go for it. The more people we have protecting Fluttershy the better.”

Rarity nodded, and then turned to the elevator, bumping Applejack's hip with her own as she walked. Applejack frowned following after her. As Pinkie Pie skipped after them, Dash walked over to Twilight.

“Are you sure you're okay with this?” Rainbow Dash asked.

“Fluttershy trusts her,” Twilight said, “And... I had wanted to be her friend for a while anyway, so...”

Rainbow Dash smiled and rubbed the top of Twilight's head ruffling her hair, “That's what I want to hear. You reaching out to people.”

As she walked into the elevator, Twilight thought about this whole situation. At first it was just her and Fluttershy. Then Applejack followed her. Then Rainbow Dash and Pinkie Pie found the computer room, and finally Rarity took it upon herself to follow them. She didn't have any friends before this.

Now, she had five.

“Okay, I'm sending you all to the Desert Sector, right in front of the tower Fluttershy is in,” Twilight said as the four girls all stood in front of the scanners.

“Transfer Applejack!” Twilight said as Applejack's scanner closed, her with a serious expression on her face.

“Transfer Rarity!” Twilight said as Rarity's scanner closed, Rarity looking serious as well.

“Transfer Rainbow Dash!” Twilight said as Dash's scanner closed, Dash smirking the entire time.

“Transfer Pinkie Pie!” Twilight said as Pinkie Pie's scanner closed, Pinkie Pie smiling brightly.

On the computer screen, Applejack's Lyoko form began rendering, “Scanner Applejack!”

Inside her scanner, Applejack was lifted into the air spinning around.

Rarity's Lyoko form was next, apparently being a knight, “Scanner Rarity!”

Inside her scanner, Rarity was already suspended in the air and spinning around slowly.

Rainbow Dash's Lyoko form was in the middle of rendering on Twilight's screen, “Scanner Rainbow Dash!”

Inside her scanner, Rainbow Dash's eyes were closed as she was lifted off the ground and was slowly spinning around.

Finally Pinkie Pie's Lyoko form began rendering on Twilight's screen, “Scanner Pinkie Pie!”

Pinkie Pie had already been lifted off the ground and was spinning around in her scanner.

“Virtualization!” Twilight said, pushing the enter key. Inside all four scanners, there was a white flash, and the four girls vanished from the real world.

In the Desert Sector of Lyoko, the four girls took virtual form in mid air. All of their forms remained the same: Rainbow Dash being a ninja, Pinkie Pie being a cat girl, and Applejack being a cowgirl with a trench coat and shot gun. Rarity's form however, was that of a knight wearing European styled white and purple armor minus the helmet. At her side was a broad sword.

The four girls landed on the ground, and immediately took cover when they saw the flying monsters hovering around the tower.

“Twilight, we see the tower Fluttershy's trapped in,” Applejack said, “Those monsters won't let her leave at this rate.”

“I see it,” Twilight said, “There are more monsters at the tower XANA activated too.”

“How about this, then?” Rarity said, “Applejack and I will go ahead to tower and take out those monsters, while rest of you get Fluttershy out of that tower.”

“Ah like it,” Applejack said, “Twilight, what do you think?”

“It's a good plan,” Twilight said, “Split up into two teams.”

“Don't go making out behind a sand dune now,” Rainbow Dash taunted. Applejack frowned.

“Yer lucky friendly fire is on,” Applejack said. Rarity smiled shaking her head, and the two of them ran off. When they left, Rainbow Dash flipped out of their hiding place.

“Eat this!” Dash shouted throwing her kunai at the two flying monsters. She missed one, but the other one hit its mark destroying it instantly. The other flying monster was about to fire at Dash, but Pinkie Pie whistled to get its attention.

“Hey handsome,” Pinkie Pie said wagging her tail, “Wanna play with me?”

Pinkie Pie VS Hornet

The hornet fired at Pinkie Pie, but she jumped to the side, rolled into a ball, and charged into the hornet destroying it.

“Fluttershy, it's safe!” Rainbow Dash called out, “You can come out of the tower now!”

Fluttershy emerged from the tower, and immediately ran over to Pinkie Pie and hugged her.

“Thank you for coming!” Fluttershy said, “I was so scared when I realized that XANA's monsters were still out here waiting for me.”

“Don't you worry,” Rainbow Dash said, “We totally got this. Just like last time.”

“We'll protect you Fluttershy,” Pinkie Pie said, “Let's get you to that tower.”

Fluttershy nodded, and the three of them began running to the tower, where they hoped the path would be cleared.

Rarity and Applejack arrived at the tower, where they saw the two crab like monsters standing in front of the tower. Rarity and Applejack nodded to each other, and pulled out their weapons getting in fighting stances.

Rarity VS Krab

Applejack VS Krab

The krabs fired red blasts at the two girls, who rolled in separate directions out of the way.

“If they're anything like the other monsters we've faced, we gotta hit 'em on their symbol! It should look like an eye!”

“And where is-” Rarity noticed the symbol on top of the head, “Never mind. I see it!”

Rarity ran over to the krab she was fighting and slashed at its legs knocking it off balance. Once it fell over, she stabbed it in the head dead center.

“Gotovo!” Rarity shouted before pulling her sword free and turning her back to the monster as it exploded. She turned to Applejack, who was having a little trouble with her opponent. Rarity then saw more hornets flying over to them, targeting Applejack.

When they fired at her, Rarity jumped in the way and used her sword to protect Applejack.

“I'll worry about them!” Rarity said, “You focus on destroying that monster!”

“Thanks Rarity! Ah owe ya one!” Applejack said.

“I'll put it on your tab,” Rarity taunted. Applejack slid underneath the krab firing at its underside. She then held her shot gun by the front and whacked its legs using her gun like a bat. When the krab fell over, she shot it point blank with her shot gun, killing it.

Rarity was having a bit of a time blocking the endless assault, and took a shot right in the stomach falling back.

Rarity: 80 HP

“Applejack! More monsters are materializing and heading your way!” Twilight said, “I think they're trying to intercept Dash, Pinkie Pie, and Fluttershy!”

“Ah won't let em'” Applejack said reloading her shot gun. She ran in front of Rarity and fired at one of the hornets killing it, “Need a hand?”

Rarity turned her head to the side, “I had it, you know,” Rarity said.

“Sure ya did,” Applejack said smirking. She helped Rarity up, and the two of them worked together, Rarity blocking and Applejack attacking.

Rainbow Dash, Pinkie Pie, and Fluttershy saw the clearing in the distance, where they also saw Applejack and Rarity fighting off a swarm of hornets. Just as they were prepared to make a bee line for the tower, a megatank rolled in front of them.

“Damn it!” Dash said pulling out a kunai and pushing Fluttershy behind her, “We were so close, too!”

“This just in!” the newscaster said on Twilight's screen.

“Oh now what?” Twilight asked.

“The fighter jet is approaching the president's office! It looks like its preparing to fire a missile at the White House and all of Washington DC!”

“Guys, I don't mean to rush you, but we're running out of time!” Twilight whined.

“We totally got this!” Dash said, “Once Fluttershy's in the tower, we win!”

“We need her to get to the tower first!” Twilight said, feeling a little tense. They were going to be cutting it really close.

“Pinkie Pie,” Rainbow Dash said, “I'll keep it busy. You need to get Fluttershy to the tower.”

“Dashie, are you sure?” Pinkie Pie asked.

“Remember, anything happens to me I'll just end up back with Twilight. I'll be fine, just go.”

“Thank you, Rainbow Dash,” Fluttershy said. She and Pinkie Pie ran off, and Rainbow Dash pulled out a second kunai.

Rainbow Dash VS Megatank

The megatank opened up and began charging up. Dash charged over to it at high speed and ran in a triangle formation around it, creating clones and standing at the three points of the triangle.

The megatank turned to the Rainbow Dash at the left and fired at her, instantly killing the clone. The other two threw their kunai at the megatank, catching its attention. The megatank rolled over the second Dash clone killing it, and then fired its blast at the real Dash, knocking her back.

Rainbow Dash: 50 HP

“Dash! You just lost fifty hit points!” Twilight shouted.

“I'll be fine! Pinkie Pie and Fluttershy are almost at the tower!” Dash said. The megatank opened up and charged up, but this time Rainbow Dash rushed over to the megatank and jumped on it positioning herself right in front of the eye.

“Bull's eye!” she shouted, throwing her kunai right at the eye and jumping away from the megatank, killing it.

Pinkie Pie and Fluttershy stopped right in front of the tower.

“Twilight, leave the rest to me,” Fluttershy said.

“Please hurry, Fluttershy,” Twilight urged, “That fighter jet is in position right now!”

Fluttershy nodded and fazed into the tower. As she did, Rarity, Applejack, and Rainbow Dash gathered around Pinkie Pie looking up at the tower.

Inside the tower, Fluttershy ran to the center. She was lifted up to another platform higher up, where she calmly walked over to the far end and pulled up a computer screen.

The fighter jet stopped a few meters away from the White House and hovered there, targeting the white building and all the people inside.

She began typing on it like a mad woman, trying to hack her way into the main server. After the longest seconds of her life, the touch screen appeared in front of Fluttershy.

The jet launched a missile from under its wing, firing it at the White House. Everyone who saw this looked terrified, and Twilight was at the edge of her seat.

“NO!!!” Twilight screamed.

Fluttershy placed on her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

In the real world, the missile stopped in mid air, as if time had stopped. In the lab, Twilight sat back in her seat sighing in relief, and then had an idea.

“I wonder if I can use that,” Twilight said, typing on the computer and pulling up the new program she found.

Fluttershy looked down as the numbers running on the walls of the tower lowered into the black abyss below her. A white flash shined in the abyss, and a white flash shot out of it.

In the real world, Twilight pushed the enter key.

“Return to the past, now!” Twilight shouted. Everything in the world was engulfed in a white light, and to Twilight, everything went blank.

It was now the afternoon, and Applejack, Rainbow Dash, Pinkie Pie, and Rarity gathered by Twilight and Applejack's dorm, all of them confused as to what happened.

“Weren't we in Lyoko a minute ago?” Rainbwo Dash asked.

“It looks like... time went back,” Rarity reasoned.

“Return to the past...” Applejack said to herself, “Ah don't believe it worked.”

“See! I knew it worked!” Pinkie Pie cheered. They all opened the door, where they saw Twilight calmly sitting at her desk talking to Fluttershy. When the door opened, Fluttershy smiled.

“Oh wonderful! You all made it back safely,” Fluttershy said. Twilight turned to the door both shocked and confused.

“What? What are you all doing here?” Twilight asked.

“You really don't remember anything, do you Little Miss Perfect?” Rainbow Dash asked.

“Twilight? Did you really forget us?” Pinkie Pie asked sadly.

“It's alright everyone,” Fluttershy said, “She didn't scan herself into the super computer before she activated Return To The Past, so her memory of the last day was wiped clean. Twilight, these are your friends now. They know about Lyoko, the super computer, and XANA.”

Twilight turned to everyone and stood up, “So, I can trust you all with Fluttershy?”

“We won't tell anyone,” Rarity said, “We promise.”

After filling Twilight in on everything that happened, everyone was silent trying to contemplate what to do next.

“So, as long as the computer stays on, XANA will attack again?” Applejack asked.

“It looks like it,” Twilight reasoned, “There's nothing stopping him from attacking again.”

“So we'll have to do that again? Awesome!” Dash said.

“No!” Fluttershy said catching everyone's attention, “Twilight, you must turn the super computer off immediately.”

“W-what?” Twilight asked, “But why? You're my friend, Fluttershy.”

“And you are mine,” Fluttershy said, “I love you very much, Twilight, but I don't want your world to be in danger because of me. Please, turn off the computer before XANA can act again.”

“But... I don't want to!” Twilight said adamantly.

“Oh Twilight...” Applejack said somberly.

“You're the first friend I ever had, Fluttershy! I've only known you for a week, and now I have to say good bye?!” Twilight burst into tears, “It's not fair! Every time I make a friend I have to say goodbye to them! Why can't I have a friend I can hold on to?! Why do I always have to lose people?!”

“But you're not alone Twilight,” Fluttershy said, holding back tears herself, “Now you have Applejack, Rainbow Dash, Pinkie Pie, and Rarity. They're your friends now.”

“It doesn't matter!” Twilight sobbed, “Luna is going to make me say goodbye to them too, and I'll be alone! I don't want to say goodbye to you Fluttershy!”

“Twilight... I'm sorry!” Fluttershy cried, now bursting into tears herself. For the other girls in the room, this sight was really hard to watch. Twilight had just made a friend she thought was hers, someone that no one could take away from her, and now that friend had to go. It was too much for someone as fragile as Twilight.

“Hold on,” Rarity said, “Maybe there is way for everyone to get what they want.”

Twilight calmed down a little when she heard that,” H-how?”

“Scanners send us into Lyoko, dah?” Rarity asked, getting a nod from Twilight, “Then, scanners also bring Fluttershy to real world, dah?”

“Hey, that's not a bad idea,” Rainbow Dash said, “We use the scanners to materialize Fluttershy into the real world. After that, we turn the computer off, and goodbye XANA.”

Twilight thought hard about that, “You know, that could work,” Twilight said, “I can't use the same program used for you guys, as Fluttershy is naturally a part of Lyoko, but in time I should be able to make a program to materialize her.”

Fluttershy looked around at everyone in shock, “Why are you all doing this? I'm putting your world in danger.”

“Nope,” Pinkie Pie said, “XANA is putting our world in danger. You're our friend, Fluttershy.”

“Bottom line, none of us wanna say goodbye to you,” Applejack said, “Yer the reason we all became friends in the first place. As far as Ah see it, yer one of us.”

“Oh everyone...” Fluttershy said, “Thank you, all of you!”

As everyone left Twilight's room, Vice-principal Luna walked up to them.

“Twilight,” she called out, making everyone stop, “It's time for your advanced lessons.”

Everyone was silent, anxious to see what Twilight was going to do.

“Twilight, come,” Luna said, “You don't have time to play.”

“Tomorrow, I'm going to talk to Principal Celestia about leaving my advanced classes,” Twilight said, shocking Luna.

“What?! Twilight, you're a child prodigy! You can't-”

Twilight turned to Luna, “I can and I will. From now on, after school I'm going to either see Applejack and Rarity's fencing class, Rainbow Dash in whatever sport's club she gets in, play video games with Pinkie Pie, or just go into my room and talk to my friend online. I'm going to be a normal girl from now on, and no one is going to stop me.”

As Twilight walked off, Applejack looked at Luna and raised her eyebrows up and down. As the girls walked off, Celestia walked over to Luna smiling.

“That roommate of Twilight's is going to be trouble,” Luna said.

“I know,” Celestia said, “That's why I gave Twilight a roommate.”

“Celestia!” Luna said turning to her older sister, “Why would you...”

“Because she's fourteen and she needs to have a normal life,” Celestia said, “To do that, she needs friends.”

“What about her grades? She's our top student.”

“Grades aren't everything, Luna,” Celestia said watching Twilight laugh with her new friends. That was truly the happiest she had ever seen her.

Author's Note

Next episode will start the official Fluttershy Arc. I won't have as many filler episodes as Code Lyoko, but I do want to make a few random XANA attacks. I have ideas for a few, as a few friends and commentors on here have given me ideas, but if you have an idea for a XANA attack, feel free to share it with me via PM, and I'll consider making an episode around it.

Also, please check out my Patreon and consider supporting me as well. I never omit product because of lack of Patreons, so don't worry. I just like to write is all. That, and I still want to rule the world. The Death Star is about halfway done now.

03: We're a Team

Author's Note

Just a quick note. As Rarity is foreign in this story, whenever she skips a word it's intentional, as that's a word she probably doesn't have in her native tongue, I think. Don't quote me on that.

If you want to support me in any way, then please check out my Patreon and consider donating. Just a dollar from everyone would help me.

03: We're a Team

Theme song: A World Without Danger

03: We're a Team

It was Sunday in Canterlot Academy, so the students didn’t have class. For many of the students this meant that they could play around with their friends. For Twilight, that meant working toward her new goal.

Materializing Fluttershy.

It was a daunting task, something that Twilight wasn’t initially sure she could even pull off. She had asked if anyone could come with her to the factory so she could analyze a few things, and thankfully Rarity had volunteered. Twilight scanned Rarity’s make up into Lyoko so she could compare it to Fluttershy’s.

“Alright, I’m bringing you back, Rarity,” Twilight said from the computer. Once she finished the materialization process on Rarity, she pulled up the information of Rarity’s Lyoko form and Fluttershy, and began comparing them. As she got to work, the elevator opened behind her and Rarity walked in.

“Did my data help?” Rarity asked.

“Well, I did learn something,” Twilight said, “Fluttershy, could you step into the center of the tower for me?”

“Sure thing, Twilight,” Fluttershy said. Twilight began typing on her computer, attempting to use the materialization program on her outright. Not too surprising, it didn’t connect. Twilight sighed and sat back in her chair.

“Don’t know why I thought that was going to work,” Twilight chastised herself, pinching the bridge of her nose.

“You have program made now?” Rarity asked confused.

“Well, with the data I got from you, I saw that there wasn’t much of a difference between you and Fluttershy. There’s a .5 difference, but that’s simply because you’re human turning into a program while Fluttershy herself is a program.”

“You thought that the same program would work on me?” Fluttershy asked.

“I thought it was a possibility,” Twilight sighed, “The problem though, is that the materialization program is designed to pull humans out, so it’s more of a devirtualization program.”

“De… virtual…” Rarity said looking confused. This wasn’t the first time Rarity got confused when the others began using bigger or different words around her. English must not have been her first language.

“How can I explain it?” Twilight thought to herself, “It’s not really meant to bring things from Lyoko into the real world. It’s made to reverse the virtualization, i.e. the transferring into Lyoko. Does that make more sense?”

“I think so,” Rarity said, “So, program just does opposite of sending me into Lyoko?”

“Exactly,” Twilight said, “In order to bring Fluttershy into the real world though, I’d have to create an entirely new program. One that’s made to do what the virtualization does for us to Fluttershy, but in reverse.”

“At least we have a base then,” Fluttershy said, “You won’t have to work from scratch. We just need to make the scanners do their job in reverse.”

“Fluttershy is right,” Rarity said placing her hands on Twilight’s shoulders, “This won’t be as hard as you think. Just work from scanners in reverse.”

“You really think I can do this?” Twilight asked, seriously doubtful of her skills.

“I know you can,” Rarity said, “Fluttershy, you agree, right?”

“Most definitely,” Fluttershy said smiling, “Don’t doubt yourself Twilight. I believe in you.”

Twilight looked down biting her lip. She sure as hell wasn’t as confident as they were. In fact, she wasn’t sure of herself as a whole. Since activating the super computer and awakening XANA, they had to transfer into Lyoko six times. Sometimes everyone would be able to transfer in, but more times than not they had to go in separately.

One time Pinkie Pie and Rainbow Dash had to go in without Rarity and Applejack, who were the best fighters on the team. One day Rarity had to go in with Rainbow Dash and Applejack, but Applejack arrived late. On a truly tense day, everyone was down for the count except for Pinkie Pie, so she had to go in by herself. No matter what though, the one who never went into Lyoko herself was Twilight.

It wasn’t just because no one else could run the computer. In fact, Fluttershy could actually use the computer from her side and use certain programs. Truth was, she was terrified of going into Lyoko herself. She had heard from the others that the monsters looked rather terrifying in person, and everything looked real once inside. Did it hurt going in? What did it feel like being devirtualized? Did she really have a purpose on the team?

Or was she just here as a novelty?

After finishing things up with Fluttershy, Twilight and Rarity began making their way out of the factory and back to the school. They were supposed to meet Applejack, Rainbow Dash, and Pinkie Pie back in the game room.

The walk on the bridge was a quiet one, as Twilight was in deep thought.

“Twilight? What’s wrong?” Rarity asked.

“Oh, nothing really,” Twilight lied, “Hey, can I ask you a personal question?”

“Dah, you may,” Rarity said. It had taken a few times for Twilight to realize that “dah” meant “yes”.

“Is English your first language?” Twilight asked, afraid that she would offend Rarity. She relaxed when Rarity laughed.

“Nyet,” Rarity said shaking her head, “My family and I have lived in America since I was six, so… ten years. English was difficult language to learn, but I learned it faster than my parents.”

“You really speak good English,” Twilight said.

“Thank you, Twilight,” Rarity said, “I tend to slip up sometimes when I’m upset, and there are some words I have trouble with, but I’m best in my family besides my little sister. She speaks perfect English. Why?”

“Well, I just wanted to know more about you,” Twilight said stopping and looking down, “You’re so pretty, and really cool. For the longest time I wanted to get to know you and even be your friend. I never really knew how to approach you though, as you’re a grade higher than me and from another country. I was terrified of you actually.”

“Oh Twilight,” Rarity turned to Twilight and hugged her, “You don’t have to be afraid of me. I’m glad you and I are friends now, regardless of age or country.”

“Thank you,” Twilight said returning the hug, “You’re really cool.”

“You have me confused for Rainbow Dash,” Rarity said laughing, “Speaking of, they’re waiting for us.”

“Right. Let’s go,” Twilight said running to the nearby manhole. Since they needed to make many runs to the factory, they left a few scooters and skateboards in the sewers for them to use. When they climbed down, both girls grabbed the scooters waiting for them and rode off back to the school.

When Rarity and Twilight got back to the school, they immediately made their way to the game room. It was put in so the students could have a place to wind down when they weren’t either in class or their rooms. Vice-principal Luna hated the idea, as she felt that it distracted the students from their studies, but she couldn’t do anything about it as Principal Celestia herself seemed to fully support the idea.

In the game room were multiple TVs with various game systems hooked up to them, a ping pong table, pool table, regular tables for working on your laptop computer, and green couches in front of all the TVs, which were perfect for relaxing and playing video games.

Which was exactly what Applejack, Pinkie Pie, and Rainbow Dash were doing when Twilight and Rarity got to the game room.

“We’re here,” Rarity called out to their friends. Only Applejack looked up in response.

“Glad ya could join us,” Applejack said with a smirk.

“What took you so long?” Pinkie Pie asked, both she and Rainbow Dash glued to the screen playing some fighting game.

“We needed to test out the materialization program,” Twilight said, both she and Rarity sitting down next to Applejack on opposite sides, “What are you guys playing?”

“Smash Bros 4 Wii U,” Rainbow Dash said, “We were trying to decide who would buy the pizza later, so when we saw that there was a Wii U in here, I said 'let's settle it in Smash'!”

“I'm totally going to win, by the way,” Pinkie Pie bragged.

“Dream on,” Rainbow Dash said, “Mega Man can't beat Sonic.”

“Wanna bet?” Pinkie Pie asked. A second later, on the screen Mega Man fired a charged shot as Sonic was spin dashing, and sent him flying off the screen.

“THIS GAME WINNER IS… MEGA MAN!!!!!”

“Yeah!!!” Pinkie Pie said jumping up cheering. Dash sighed sitting back in the couch and folded her arms.

“Damn it...” she pouted.

“Looks like lunch is on you, Dashie,” Pinkie Pie taunted.

“Alright, alright,” Dash said shaking her head smiling, “What kind of pizza should I get?”

“Anyone opposed to pepperoni?” Applejack asked.

“That's my favorite!” Pinkie Pie said excitedly, “Let's get that!”

“Sausage is my favorite pizza,” Rarity said folding her arms.

“Oh, oh, no, that's my favorite pizza!” Pinkie Pie said, “No, it's pepperoni! No, sausage! No! I CAN'T CHOOSE!!!”

Twilight sighed, “Look, I don't care which one we get as long as we make a decision.”

Applejack and Rarity both got up and turned to each other, glaring intently at one another. To anyone watching them, it would have looked like they were about to fight. This was a bit of the norm in their group actually. Everyone knew that they were hot for one another, and sometimes they even were seen holding hands or in very suggestive positions. However, whenever they couldn't agree on something, things got violent.

It was like they went from loving each other, to hating each other.

“Rarity, Ah want pepperoni,” Applejack said coldly, almost like an old western character.

“Too bad,” Rarity said seriously, “Because I want sausage.”

“You know, I could just get a-” Dash spoke up, but Applejack and Rarity both held their hands up at her shutting her up.

“Stay out of this!” both girls ordered at the same time, startling Dash.

“Geez, it's not that serious, you know,” Dash said once again sitting down and folding her arms.

“There's only one way to settle this dispute,” Pinkie Pie said thoughtfully.

“Order a half sausage and half pepperoni pizza like Rainbow Dash said?” Twilight asked.

“Nope,” Pinkie Pie pointed her finger to the ceiling and shouted with all her might, “SETTLE IT!!!! IN!!! SMASH!!!!”

Immediately, both Applejack and Rarity grabbed the controllers, sat down, picked their character (Princess Peach for Rarity, and Samus for Applejack), chose the most chaotic stage they could, turned on all the items, and then proceeded to beat the ever living shit out of each other.

It was truly a scary match to see. On the tier list that Twilight checked, Peach was supposed to be a higher tier than Samus. Apparently Applejack didn't care because she was even with Rarity. They used everything, and it got to the point that both characters were on high percentages and hadn't been knocked off once.

“And I thought I was competitive,” Dash said.

“I think this is the most violent match of Super Smash Bros. I've ever seen,” Twilight said, glued to the screen.

“Well, my work is done,” Pinkie Pie said clapping her hands and getting up, “Dashie, why don't you order that half pepperoni half sausage now?”

“What?!” Dash asked, “You were the one who said 'settle it in smash'!”

“I only said that so we could get this awesome match,” Pinkie Pie admitted, “Look at them. They're having the time of their lives.”

That wasn't what Twilight or Rainbow Dash saw. It looked like they were trying to kill each other, though Smash. Twilight half expected the loser of this match to drop dead.

“I'm going to get some water,” Pinkie Pie said walking to the door, “I'll be back in a bit.”

“Uh huh,” Applejack said.

“Sure Pinkie Pie,” Rarity added. Neither one of them looked away from the screen. Pinkie Pie walked out of the room, leaving both Dash and Twilight alone with the two fighting girls. What sucked was that they were stuck sitting in between them.

Pinkie Pie walked over to the water fountain, feeling really good about herself. She had been trying to get those two together for days. It seemed like normal methods didn't work on them though, rather they loved fighting. They had a lot of chemistry on the battle field after all.

“I did a good thing,” Pinkie Pie said as she approached the water fountain, “With any luck they'll be kissing behind the bleachers in no time.”

Pinkie Pie turned on the water fountain and began drinking, but her attention was caught by a surge of electricity on a nearby light. This past week had taught her to pay attention when stuff like that happened she needed to pay attention.

Stepping away from the fountain, she decided to investigate. There was a surge of electricity that flowed all the way to the girls room. Pinkie Pie was happy that it was empty, as she didn't know what would happen. If it was XANA, then anyone else could be in danger. I mean, she would be in danger too if it were XANA, but she was a fighter on Lyoko. It was expected for her to get attacked as she was fighting XANA directly with the others.

She didn't want anyone else getting hurt.

As she stepped into the bathroom, she looked up and saw one of the lights flickering as the electric surge flowed over to the light. Once it hit, there was a bright flash that completely engulfed room.

In the game room, everyone heard a high scream come from outside. Rarity and Applejack stopped playing as they all stood up in shock.

“That scream,” Rarity said.

“Pinkie Pie!” Dash shouted running out of the game room. They all followed her all the way to the girls bathroom, where a bit of a crowd was forming. There they saw Pinkie Pie leaning against the wall, holding her hands over her eyes sobbing in pain. Dash pushed everyone out of the way and held her friend.

“Pinkie Pie, are you okay?” Dash asked. Pinkie Pie calmed down a bit, but she didn't look in her direction.

“Dashie? Is that you?” Pinkie Pie asked.

“Yeah, we're here. We're all here,” Dash said as Twilight, Applejack, and Rarity all gathered around her too.

“What happened?” Twilight asked, “Are you okay?”

“Twilight?” Pinkie Pie asked looking around, “W-where are you?”

“Pinkie Pie, I'm right here,” Twilight said, now getting worried, “I'm right in front of you.”

“I can't see you,” Pinkie Pie said, beginning to panic, “I can't see anything!”

“What the?” Applejack asked.

“Help me! Dashie, help me!” Pinkie Pie cried. Dash immediately embraced her friend as she cried on her shoulders.

“I'm here, Pinkie Pie,” Rainbow Dash said, “I won't leave you, I promise.”

“Alright, what's going on here?” Vice-Principal Luna asked pushing through the crowd, “Pinkie Pie, are you alright?”

“We don't know,” Rarity said, “She says she can't see.”

“There was a bright flash of light,” Pinkie Pie sobbed, “It hurt, and-”

“Let's get you to the infirmary,” Vice-Principal Luna said trying to take Pinkie Pie's hand. Immediately she pulled away though and clung to Rainbow Dash.

“I'm not going anywhere without Dashie!” she demanded. Luna sighed in aggravation.

“Pinkie Pie-”

“I'm refuse to go! Not unless Dashie comes with me!” To Twilight, Applejack, and Rarity, this was quite a shocking change. Normally Pinkie Pie was the life of the party and positive. Right now she was scared, extremely upset, and unreasonable. It was like she was a completely different person.

“Vice-Principal, I need to go with her,” Rainbow Dash said, “Trust me, I'm the only one she trusts in times like this.”

“Alright then,” Luna relented, “The rest of you stop gawking! This isn't a freak show!”

As the crowd dispersed, everyone began walking with Dash and Pinkie Pie, but Luna held her hand in front of them, “Not you three.”

“Pinkie Pie is our friend too,” Rarity said, “We're worried about her.”

“You'll have time to see her after the nurse checks her out. Until then, you need to stay out of the way, alright?” Luna said, glaring in the direction of Applejack and Twilight in particular. Luna had never forgiven Applejack for “ruining their star student” as she tended to put it from time to time. She and Twilight were still relatively close, but Twilight didn't appreciate being treated like a doll.

“It's okay, girls,” Pinkie Pie said somberly, “I'll have Dashie text you all when I'm ready for you to visit.”

As they left, Applejack folded her arms glaring in their direction, Rarity placing a hand on her chest looking worried.

“Cunt,” Applejack said referring to Luna, “Ah'm convinced that woman is tryin ta get on my nerves now.”

“Pinkie Pie must be so scared now,” Rarity said, “Poor dear.”

“Do you think it's XANA?” Twilight asked, catching both girl's attention. She was looking up at the light examining it.

“Why would XANA go through all the trouble of activatin a tower just ta blind one of us?” Applejack asked

“XANA does target us individually,” Rarity said, “Maybe he wanted to get all of us?”

“Let's head to my room and ask Fluttershy if she's sensed any vibrations on Lyoko,” Twilight suggested. Everyone nodded and followed her to her bedroom.

“I'm not getting any vibrations from where I am,” Fluttershy said on Twilight's computer.

“So maybe it wasn't XANA?” Applejack said/asked.

“We can't rule it out yet,” Twilight stated, “Remember, the further away from the tower Fluttershy is, the weaker the vibrations. Fluttershy, could you look around on Lyoko? We'll keep our cellphones on, so you can text us via facebook if you find anything.”

“I will,” Fluttershy said, “I'll let you know the second I find anything.”

Applejack's phone chimed, and she checked it, “That's Rainbow Dash. She said that Pinkie Pie can have visitors now.”

“Then we better get going,” Rarity said, “We need to ask Pinkie what she saw before her eyes gave out.”

“Please send her my best,” Fluttershy said.

“We will,” Twilight said, “Thanks Fluttershy.”

Fluttershy nodded smiling, and disappeared on the screen, apparently leaving the tower. The three girls walked to the infirmary, where they saw Pinkie Pie sitting in a hospital bed, Rainbow Dash holding her hand comfortingly.

“Pinkie Pie, they're here,” Dash said.

“Guess you still can't see, huh?” Twilight asked. Hers and everyone's hearts sank when she shook her head.

“According to Nurse Redheart, that flash damaged my retinas,” Pinkie Pie said somberly, clutching the sheet of her bed tightly.

“Damn it,” Dash said angrily, “XANA's gonna pay for this!”

“We're having Fluttershy check Lyoko right now,” Rarity said, “We're not sure if it's XANA though.”

“It is,” Pinkie Pie said, “There was a surge of electricity right before the light flashed. It didn't look natural.”

“Well, Fluttershy will let us know if there's an activated tower on Lyoko,” Twilight said, “Until then, how are you doing?”

Pinkie Pie bit her lip before answering, “Not good,” Pinkie Pie admitted, “I'm really scared. It's like everything is gray to me. I can hear the voices, but I can't tell where anything is,” she closed her eyes as tears began falling, “What if I never get my eyesight back? What if I forget what you all look like? What if I end up becoming a burden on Lyoko?! I don't want to leave the team! I don't want you to leave me! I-”

“Pinkie Pie, calm down!” Dash said placing her hands on her shoulders, “You're not going to lose your eyesight forever! We're going to figure out how to fix this, I promise!” Dash looked up at Twilight as if silently asking her.

“That's right,” Twilight said, “You won't become a burden to the team, Pinkie Pie.”

That's already me, Twilight thought.

“Dash, could Ah talk ta ya outside?” Applejack asked.

“Pinkie Pie, is that okay?” Dash asked Pinkie Pie, who bit her lip actually thinking about that it seemed.

“Y-yeah, I guess, but...”

“I'll be right outside, I promise,” Rainbow Dash said, “We won't go anywhere.”

“Okay Dashie...” Pinkie Pie said, “Hurry back.”

Dash nodded and walked outside with Applejack. Twilight and Rarity both turned to Pinkie Pie, probably wondering the same thing as Applejack. Were they seeing the real Pinkie Pie right now?

“Okay, they can't hear us right here,” Rainbow Dash said leading Applejack down the hall a bit. They were still close, but not close enough where anyone could hear her. She had a feeling that she knew what Applejack wanted.

“Good,” Applejack said, “So what's goin on, Dash? Ah ain't seen Pinkie Pie this bad off ever. Ah know what she's goin through is traumatic, but...”

“Yeah, I know what you mean. You think of Pinkie Pie and you imagine that she'd be able to handle a situation like this in stride, but then you see her break down. Truth is, Pinkie Pie pretends to be strong.”

“She pretends?” Applejack asked.

“Well, that might not be the right word for it. You see, she comes from a really strict and old fashioned family. They basically shipped her over here so they wouldn't have to deal with her. Because of that she has a lot of self esteem issues.

“When I first came here, I was a bit of a bully I guess. I never pushed her around, but I did make a lot of other kids uncomfortable. You see, my family is really strict too, but in a more military way. My Dad even expects me to join the air force one day.

“Anyway, I was frustrated, so I took my frustrations out on the other students. I never did anything to anyone smaller or weaker than me though, so that's why when I saw Pinkie Pie getting bullied to the point of tears I reacted. After I saved her, she sort of imprinted herself onto me. She didn't have any friends, and she wasn't confident enough to reach out on her own.

“So I decided to try and help her. She has a big sister back home who looked out for her, so I became like a big sister to her also. I protected her, made her laugh, and eventually she grew into this bundle of joy. I think that she became more positive because of my presence.”

“Sounds like she really depends on ya,” Applejack said, “Ya did a good thing takin care of her.”

“Well, she gave me something too, ya know? Back home, I couldn't impress my Dad no matter what I did. Nothing ever made him proud or smile at me. The first smile I ever got was from Pinkie Pie. After that, I changed. I decided that I had to become a better person, so she'd keep smiling at me. I… depend on that smile...” Dash admitted.

“She'll smile again,” Applejack said, “If XANA is involved in this, maybe takin care of the tower will give Pinkie Pie back her sight.”

“Yeah, maybe,” Dash nodded after a second and smiled to Applejack, “Gotta stay positive, right?”

“That's right. Now, why don't ya order that pizza anyway? Ah bet Pinkie Pie would appreciate that.”

“I bet Vice-Principal Luna's gonna hate that,” Rainbow Dash said.

“Well in that case,” Applejack put an arm around Dash as they walked back to Pinkie Pie's room, “Ah'll chip in, so owe can order two.”

Fluttershy went to the Way Tower in the Forest Sector (which was her favorite) and transferred to the next sector, being the Ice Sector. When she emerged she sensed vibrations, but they weren't really big.

“Twilight was right,” Fluttershy said, “XANA did activate a tower. But it's not in this sector...”

She went back into the tower and transferred to the next sector, this one being the Mountain Sector. She didn't really care for this one. She didn't know why, but every time they had to deactivate a tower here she got really tense.

When she emerged from the Way Tower, she was met with intense vibrations. A feeling of pure dread came over her.

“Oh no,” Flutershy pouted, “Not this place again. I don't want to go back here.”

Even still, she had to proceed onward. She ran forward, keeping an eye out for XANA's monsters. Eventually, she found the tower at one of the higher points of the sector. She also saw two hornets flying around the tower guarding it.

“I have to warn the others!” Fluttershy cried, running as fast as she could to the nearest tower so she could log onto her facebook account and get Twilight. There was no way she could get to that tower by herself.

After having pizza with everyone, Twilight went off to check the lights. At least, that's what she told everyone else. In reality, she also wanted to be alone for a while. Seeing how Pinkie Pie really depended on Rainbow Dash just reminded Twilight of how no one really depended on her. There was one thing that only she could do supposedly, which was make the materialization program for Fluttershy, but she wasn't even sure she could do that.

Beyond that, she would just be in the way.

Rarity and Applejack were probably training for when they needed to go onto Lyoko, Dash was watching Pinkie Pie making sure she didn't do anything drastic, and right now Fluttershy was searching Lyoko to find the tower. Maybe that was where she should have been. Maybe she should have been on Lyoko helping Fluttershy locate the activated tower.

Once they found out what XANA had planned, things would take their usual turn. Applejack, Rarity, and maybe Rainbow Dash would transfer into Lyoko and join up with Fluttershy. They'd make sure she got to the tower safely, and then Fluttershy would initiate code: LYOKO into the tower turning it off and stopping XANA. After that Twilight would do her ONE job after that, which was activating Return to the Past, making sure that no one remembered what happened.

Her job list: Get everyone onto Lyoko, sit and watch while her friends fought, and then initiate Return to the Past.

Twilight shook those thoughts out of her head and put her focus on the light. She had an idea of checking the power generator, so she sneaked over to the nearby power cables when the janitor wasn't looking. When she checked the energy output, she was surprised to see that there was less energy than usual. With how the light overloaded like it did, Twilight would have thought that there was excessive power, but with this…

“Why did the light explode then?” Twilight asked. She walked back to the girls bathroom, where she saw the janitor working on the light. All of the students and staff called him “Discord” because of his jovial personality and how he played pranks on the staff from time to time. All of the students loved him.

“Excuse me, Discord?” Twilight asked, startling Discord a bit.

“Oh, sorry Twilight,” Discord said, “If you need to use this room I can get out of your way.”

“No, it's fine,” Twilight said, “Um, what happened with the light?”

“This old thing finally blew,” Discord said, “Was bound to happen eventually I guess, but the chances of it blowing the way it did was odd.”

“You talk like that light has had problems for a while,” Twilight said.

“Oh right, you didn't enter this building last year so you didn't know,” Discord said to himself, “Yep, this lights been on the fritz since early last year. They're supposed to last for years so I expected to last at least another two before blowing out, but then this happened.”

So the light was already showing problems? If that was the case then why did it blow out like that?

“Thanks Discord,” Twilight said, “I'll talk to you later.”

“When you see Pinkie Pie, tell her that I'm really sorry,” Discord said, “I feel like this is sort of my fault for not making this a priority.”

“No, you didn't know that this was going to happen,” Twilight said, “Like you said, this was supposed to last for another two years. This wasn't normal.”

“Between this and that power cable outside, it's beginning to look like sabotage,” Discord said thoughtfully, catching Twilight's attention.

“Hold on, what power cable?” Twilight asked.

“Outside there's a power line that showing a lot of extra electric build up,” Discord told Twilight, “Don't worry though, I called the electrician, so they'll deal with it.”

Twilight thought about what Discord just told her, and then ran out of the bathroom to check this out herself. When she made it outside, she saw exactly what Discord was talking about. The power line was sparking, as if there was a constant charge going through it.

“What in the world?” Twilight asked herself. Her phone chimed, letting her know that she received a message on facebook. It was Fluttershy.

Fluttershy: Twilight, I found the tower! It's in the Mountain Sector!

“I knew it! It was XANA!” Twilight said typing her reply.

Twilight Sparkle: Thanks Fluttershy. I'll get the others and we'll meet you on Lyoko.

Twilight then sent texts to everyone telling them to meet her in Pinkie Pie's room so they could plan. When she got there, she filled them in on everything she learned from Discord and what she saw outside.

“We saw that too,” Rarity said, “But we saw it near gymnasium.”

“It looks like XANA's overloading power lines all over the campus,” Twilight said, “I think what happened to Pinkie Pie was just a side effect of him gathering energy.”

“So Pinkie Pie did get hurt because of XANA,” Dash said venomously.

“We need ta get ta Lyoko fast,” Applejack said, “If enough of those explode they could take out the entire school.”

“Well, I'm ready!” Dash said, “Let's get going and-” Pinkie Pie grabbed Dash's hand quickly, cutting her off.

“Please Dashie, don't leave me alone here!” Pinkie Pie pleaded, “I'm scared to be by myself!”

Dash bit her lip thinking. It was clear that she really wanted to give XANA a piece of her mind, but she couldn't just leave her alone.

“Ya should probably stay here, Dash,” Applejack said, “It ain't safe ta move Pinkie Pie, an' she clearly needs ya here.”

“Applejack and I should suffice on Lyoko,” Rarity said, not knowing how that statement hurt Twilight.

“Are you sure you'll be okay without me?” Dash asked.

“We'll be fine,” Twilight answered, “Come on. Let's go to the factory!”

As they left, Dash turned to Pinkie Pie, who looked really upset and frustrated. Rainbow Dash did want to be there with the others, but this was where she was needed right now. Hopefully they could get Fluttershy to the tower safely.

Taking the short cut through the sewers, the three girls were able to get to the factory really fast. Unlike Twilight and Rarity, who were on scooters, Applejack had special wheels that hooked onto her shoes that turned them into roller blades. She was a sight to see skating ahead, and to both Twilight and Rarity she looked like a true hero.

If Twilight didn't know better, it looked like Rarity was blushing a bit watching her.

When they arrived at the factory manhole, Twilight and Rarity left their scooters and began climbing up after Applejack, who kept her skates on. After helping her companions up the ladder, the three girls ran to the ropes near the elevator and swung down, landing in front of the elevator and going down.

When the elevator made it to the computer room, Twilight separated from Applejack and Rarity, who continued their trip to the scanner room. Twilight sat down in her chair in front of the keyboard, logged onto the super computer and connected to Lyoko, where she was immediately greeted with Fluttershy's smile.

“Twilight!” Fluttershy said, “I'm so happy you came!”

“Hope we didn't keep you waiting,” Twilight said, “Applejack and Rarity are on their way now.”

“I'm waiting for them in a tower just a bit east from the one XANA activated,” Fluttershy said, “Transfer them in front of my tower and I'll meet up with them.”

“Got it,” Twilight said putting her focus on the scanners, “Okay, if you two are ready, I'm preparing the transfer.”

“We're ready,” Applejack said, “Go for it.”

“Transfer Applejack!” Twilight said as Applejack stepped into her scanner before it closed.

“Transfer Rarity!” Twilight said as Rarity stepped into her scanner before it closed.

“Scanner Applejack!” Twilight said as Applejack Lyoko form was rendered on the screen as Applejack got scanned.

“Scanner Rarity!” Twilight continued focusing on Rarity now as her form began rendering, Rarity herself now being scanned.

“Virtualization!” Twilight pressed the enter key, and both girls vanished from inside their scanners.

In the Mountain Sector, Applejack and Rarity took form in the air before falling to the ground in front of Fluttershy's tower. Fluttershy emerged from her tower just as they landed.

“Fluttershy, good ta see ya,” Applejack said.

“XANA doesn't know you're here yet, does he?” Rarity asked.

“No, not yet,” Fluttershy said, “I was careful this time.”

“Girls, I'm seeing a number of monsters surrounding the tower,” Twilight said, “A few hornets, krabs, and I think I'm seeing a megatank somewhere around there.”

“Could you keep an eye on that for us?” Applejack asked, “Ah don't wanna get any unpleasant surprises.”

“Y-yeah, sure,” Twilight said, sounding a little depressed for some reason.

“Twilight, are you okay?” Fluttershy asked.

“Yeah, I'm fine,” Twilight said quickly, “We need to hurry, so get to that tower as fast as possible.”

Rarity and Applejack shrugged to each other and ran toward the tower, Fluttershy right behind them. As they ran, something began shooting at them from above. They stopped and looked up, seeing three hornets flying their way.

“Looks like XANA did know you were here!” Applejack said, “Rarity, you keep goin! Ah'll keep these guys off of y'all!”

“Be careful, Applejack,” Rarity said. Applejack gave Rarity an assured nod and began firing at the hornets with her shot gun. They tried firing at Fluttrshy, but Rarity blocked with her sword and pulled her away, continuing to run up to the large mountain where the tower was.

“Rarity, be careful!” Twilight said, “The megatank is closing in on you!”

“Where is it?” Rarity asked, right before taking a large red blast in the side almost falling off the cliff.

Rarity: 60 HP

“Rarity!” Fluttershy cried out running to her aid. She almost fell into the digital sea. After helping Rarity up, she ran behind her knight as Rarity pulled out her sword staring at her foe.

Rarity VS Megatank

“Never mind,” Rarity said, “I think I found megatank.”

This was really bad. Both of them were going against enemies they weren't good at fighting. Applejack's bullets weren't good for fighting hornets, and Rarity had to fight close quarter, which wasn't where you wanted to be against a megatank unless you had Rainbow Dash's super speed.

“Oh no! They're losing!” Twilight cried, “Ooh, I wish I could do something!”

She heard a grunt of pain from Applejack, and looked at the screen.

Applejack: 70 HP

“Applejack, you're taking too much damage!” Twilight said, “You need to take cover or something!”

“Ah'd love ta,” Applejack said, “But there ain't no cover to take!”

In Lyoko, Fluttershy turned to Applejack and held her hand out. She then began singing a soft tune, and a boulder digitally formed in front of Applejack for her to hide behind. After it formed, she fell to her knees in exhaustion.

“Thanks Fluttershy!” Applejack said. Fluttershy nodded to Applejack and then turned back to Rarity, who was having a tough time against the megatank.

Twilight looked at the screen which showed everyone's hit points, and felt absolutely helpless. This was all she could do right now. She wasn't there in Lyoko, so she couldn't help them. All she could do was watch as her friends fought.

“I hate this!” Twilight said to herself, hugging her knees as the tears came, “I hate being so useless!”

In Pinkie Pie's room, Pinkie Pie looked up suddenly.

“Dashie, I think Twilight's in trouble!” Pinkie Pie said.

“How do you know that?” Dash asked.

“I heard her just now. She was crying.”

“Damn it,” Dash said, not questioning Pinkie Pie on her sixth sense. It was something she always had, and it had saved her and her friends on more than one occasion, “I want to be there, but I can't leave you here.”

It was then that Pinkie Pie realized how selfish she was being. Yes, she was terrified of being alone right now, but their friends needed Rainbow Dash. She had to be strong, for everyone.

“Dashie, you should go,” Pinkie Pie said softly.

“What?” Rainbow Dash asked.

“Twilight and the others need you,” she began trembling, “I'll be fine here alone. Please, go help them.”

She was terrified of being left alone in that room. She couldn't see if anyone was in the room with her, nor could she tell how bad things were getting thanks to XANA's attack. Still though, Rainbow Dash was needed on Lyoko.

She felt Dash take her hand and lift her out of the bed, putting her on her back. What was she…

“Let's go, together,” Dash said. Pinkie Pie didn't need to be able to see to tell that she was smirking.

“Right!” Pinkie Pie said, suddenly feeling invigorated. As Rainbow Dash began running, Pinkie Pie embraced Dash as tightly as she could, snuggling against her a bit. Dash truly was her best friend. As long as Dash was by her side, she could be strong.

“Geez, this is terrible!” Dash said.

“Dashie, what is it?” Pinkie Pie asked.

“The cables look like they're all about to overload!” Dash said.

“Can we get to the short cut?” Pinkie Pie asked.

“Are you sure you're okay taking that way?” Dash asked.

“With you leading me, I know I'll be safe,” Pinkie Pie said smiling, “You won't let anything happen to me.”

“Damn right I won't,” Rainbow Dash said running to the short cut, “I'll protect you no matter what!”

As they arrived at the sewer entrance, Pinkie Pie silently thanked Rainbow Dash for being there for her. She could always count on Rainbow Dash to protect her.

She loved Rainbow Dash so much.

Things were not looking up for everyone in Lyoko. Rarity hadn't yet defeated the megatank yet, and Applejack still had three hornets to take out. All the while, Fluttershy was stuck in the middle of all of this unable to get to the tower safely.

Twilight's nerves were wearing thin. Very thin.

On Lyoko, Rarity charged over to the megatank as it opened up to fire, but it launched it's attack before she could reach it or dodge.

Rarity: 20 HP

“Rarity, no!” Twilght cried from her computer.

“Rarity, please get up!” Fluttershy urged. Rarity pushed herself to her feet and glared at the megatank.

“How does Rainbow Dash kill these things!” Rarity groaned.

Applejack stepped out of her boulder and fired at the hornets, but they flew out of the way and fired at the boulder, now destroying it and knocking Applejack back.

Applejack: 30 HP

Applejack got to her knees, but quickly rolled to the side as the hornets began aggressively firing at her.

“Shoot! If Ah go down here, they'll rush to Rarity an' Fluttershy!” Applejack said, “Twilight, what should Ah do?!”

“I… I DON'T KNOW!!!” Twilight shouted, breaking down on her side.

“Twilight, stay calm!” Rarity urged from her side, “You can't lose your head here, otherwise XANA wins!”

Twilight was completely broken now. Everything she was feeling was hitting a head right now. She felt even more helpless now, and now she couldn't even think of a way out of this. There was only one thing she knew she could do to get them out of this situation.

“I… I'm coming over there!” Twilight shouted typing on the super computer frantically.

“Hang on, what?!” Applejack exclaimed.

“Twilight, it's too dangerous here!” Fluttershy said, “You need to stay out there!”

“No! I'm not going to leave you guys!” Twilight cried, “I'm not useless! I'm not helpless! I can fight too!”

“Twilight, you need to calm down!” Rarity urged, “Getting upset isn't going to-”

“NO!!!” Twilight shouted, “I'm not… I'm not going to be left behind again! I'm coming in to help you, and that's final!”

“Twilight, no!” Fluttershy shouted.

“We need you in the computer room!” Rarity shouted.

“Damn it Twilight, use yer head!” Applejack snapped.

She heard none of that. All she could focus on was activating the program that would activate the scanners the second she stepped into it. This time she was going to help them for real. She was going to prove to everyone that she was strong too.

She wasn't going to let everyone treat her like a damsel in distress.

When Rainbow Dash and Pinkie Pie arrived in the factory, they took the elevator to the computer room, which was surprisingly empty.

“That's weird,” Dash said looking around.

“What? I don't hear anything,” Pinkie Pie said.

“That's because there's no one in here,” Rainbow Dash said, “Twilight's not at the computer.”

“Oh no! We didn't make it in time?” Pinkie Pie asked.

“I don't know, but it looks like something's happening on Lyoko right now,” Dash said taking Pinkie Pie's hand and walking to the computer. After making sure Pinkie Pie was okay, she put the earpiece in so she could hear the action and talk to someone.

“Hey, what's going on in there?” Rainbow Dash asked.

“Thank god!” Rarity cried out, “Rainbow Dash, you must stop Twilight! She's attempting to enter Lyoko herself!”

“Shit!” Dash shouted, “Pinkie Pie, don't go anywhere! I'll be right back!”

“Hurry, Dashie!” Pinkie Pie urged as Rainbow Dash ran to the ladder leading to the scanner room.

Twilight stared up at the large machine in front of her. All she had to do was step inside, and she would be transferred into Lyoko. She was scared, but this was the only way she could help her friends.

“Here I go,” Twilight said, slowly walking to the scanner. Just as she placed her foot into the scanner, someone grabbed her arm and quickly pulled her back just as the doors closed. She was turned around and met the angry glare of Rainbow Dash.

“What the hell, Twilight?!” Dash snapped, “You trying to get yourself killed?!”

“W-what are you doing here?” Twilight asked.

“Pinkie Pie thought you were in trouble, and as usual she's right about these things,” Dash said, “What are you thinking, going into a scanner?”

“I… I want to fight too!” Twilight said.

“What are you talking about? You fight,” Dash said.

“No I don't! I'm not fighting XANA sitting in front a computer screen! The ones who fight are you, Applejack, Rarity, Pinkie Pie, and Fluttershy! All I do is sit here and watch! I'm not going to be left behind again! I'm strong too! I'm useful, so I can-”

SLAP

“Get a hold of yourself!” Dash ordered, “You're right, you are useful! You're probably the most important person on the team!”

“Only because I'm supposed to be making the program to-”

“No, because of what you do for us when we fight XANA!” Rainbow Dash calmed herself down before speaking, “Look, we're a team, and as a team we all play our parts. Fluttershy deactivates the towers, Applejack kills krabs easily, Pinkie Pie fights kankrelaks the best, Rarity is strongest against bloks, and I'm the only one who can kill megatanks with ease and hornets. None of that, none, would be possible if we couldn't even get into Lyoko. Also, you can see things on your screen that we can't. Remember yesterday? I would have been devirtualized if you hadn't let me know that an army of bloks were approaching me from behind.

“Bottom line, everyone has a role on this team, and to fulfill your role, we need you out here as out real world contact. If everyone entered Lyoko, we'd be sunk. How would we get out of Lyoko if you were in there with us?”

“I… hadn't thought of that...” Twilight said shamefully, “I'm sorry, Dash. I just… thought that you guys would want me fighting by your side.”

“You are fighting with us,” Dash said, “Just cause it's not with a gun or kunai doesn't mean you aren't a fighter. You're a part of the Lyoko 6, remember?”

“Right,” Twilight said smiling, “Thanks Dash.”

When they got back upstairs, they saw Pinkie Pie sitting in the chair.

“Um, guys?” Pinkie Pie said, “I can't see, but it sounds like things might be getting really bad somewhere.”

Twilight helped Pinkie Pie out of the chair and switched places with her, “The cables in the school are about to hit critical! If we don't act fast a lot of people are going to die! Someone needs to evacuate the school just in case we can't deactivate the tower in time!”

“I'm the fastest one on foot,” Dash said, “I could get there in a few minutes, but it sounds like they need help on Lyoko.”

“I'll go in,” Pinkie Pie said suddenly, surprising everyone.

“Pinkie Pie?!” Twilight exclaimed.

“Pinkie Pie, you're still blind! Going into Lyoko isn't going to fix that!” Dash stated.

“I heard what you guys were talking about,” Pinkie Pie said, “I'm not going to be the only one not fighting. My place is in Lyoko right now.”

“But...” Dash said.

“Twilight will guide me, right?” Pinkie Pie asked.

“Yes, I can be her eyes. Since you turn into a cat girl on Lyoko, I can also create a program that will heighten your other senses. You'll be able to hear and sense everything around you on Lyoko.”

“Thanks Twilight,” Pinkie Pie said, reaching out to take Twilight's hand, “Dashie, go to the school. I'll help the others.”

“If anyone gets devirtualized, send them to the school to help,” Rainbow Dash said running to the elevator. As it rose, Twilight quickly created the program and equipped it to Pinkie Pie's avatar.

“Alright, it's ready. Let's get you into a scanner.”

Twilight lead Pinkie Pie to the scanner she had tried to activate and moved her inside.

“Are you sure about this?” Twilight asked.

“I'm sure,” Pinkie Pie said, “I'm in your hands, Twilight.”

“I won't let you down,” Twilight said running back upstairs.

“Transfer Pinkie Pie!” Twilight said, closing Pinkie Pie's scanner, “Scanner Pinkie Pie! Virtualization!”

Twilight pressed the Enter key, and Pinkie Pie vanished from the real world into Lyoko, where she took form and landed perfectly on all fours making an adorable “nya” sound.

“Pinkie Pie, how is everything?” Twilight asked, “Can you see?”

“No, I can't” Pinkie Pie replied, “But I can sense everything. It's incredible.”

“They say when you lose one sense your other senses get stronger,” Twilight explained, “Take the pathway right in front of you. Be careful, because its somewhat of a winding path, and the edge leads to the digital sea.”

“I'll be careful,” Pinkie Pie said running on all fours toward the fights.

Using her new senses, she was able to actually feel her surroundings. It wasn't perfect, but between this and Twilight she felt safe moving around.

“You're coming up on where Applejack and Rarity are fighting,” Twilight said, “The tower is just a bit away from there. Can you tell where the hornets are?”

“I can hear them,” Pinkie Pie said.

Applejack rolled to the side, and then looked at Pinkie Pie in shock.

“Holy… Pinkie Pie?! What are ya doin-” she was cut off by a shot right in the chest, which knocked her back and devirtualizing her.

Applejack: 0 HP

Back in the real world, Applejack's scanner opened just as she reappeared inside. She panted form exhaustion for a few seconds before going back upstairs. She'd never get used to the shock of being devirtualized.

“Glad ta see ya heeded our warnins,” Applejack said once she reached the computer room.

“Thank Rainbow Dash for slapping some sense into me,” Twilight said, “Speaking off, she needs help evacuating the school. Get there as fast as you can.”

“Got it!” Applejack said skating back into the elevator and going up.

Pinkie Pie jumped out of the way of all the hornet's shots perfectly, continuing to make her way to the megatank Rarity was still trying to kill. Currently, she was using her sword to push the blast back, but she herself was about to be pushed off the side of the mountain.

“Twilight, I think I hear Rarity, but she's close to the edge!” Pinkie Pie said.

“She only has twenty hit points left!” Twilight said, “Grab Fluttershy and get her to the tower once she gives you the okay!”

Pinkie Pie nodded and ran over to Fluttershy, who immediately took her hand.

“Pinkie Pie, thank goodness!” Fluttershy said, “Are you...”

“I'm still blind, but I can see just fine,” Pinkie Pie said with a smirk, “Let me know when there's an opening to proceed.”

“Understood,” Fluttershy said.

Rarity turned to Fluttershy, nodded, and lowered her guard taking the blast.

Rarity: 0 HP

Rarity devirtualized as she flew back, and the megatank retracted its blast and closed.

“Now!” Fluttershy called out. Pinkie Pie wasted no time running forward with Fluttershy, running past the megatank, who began rolling after the girls as they made their way to the tower.

Standing in front of the tower waiting for them were three krabs, who began charging up their lasers right as Pinkie Pie and Fluttershy made it to the top.

“Pinkie Pie, stop!” Fluttershy called out. She stopped immediately, making the krabs hit the ground in front of her instead of her directly. That could have devirtualized her.

“Girls, the megatank is right behind you!” Twilight cried.

“I can take out two of the krabs,” Pinkie Pie said, “It'll be dangerous, but when you see the opening, run into the tower.”

“Alright,” Fluttershy said. Pinkie Pie rolled into a ball, and rushed over to the krab on the left.

“Homing Attack!” Pinkie Pie shouted, jumping into the air and hitting the krab right in the head, killing it immediately. The other two krabs began charging up their lasers.

“Pinkie Pie, dodge it!” Twilight called out. Pinkie Pie immediately did a series of back flips out of the way of the shots, but the megatank rolled behind Fluttershy and began charging up.

“Oh no! The megatank is going to kill Fluttershy!” Twilight cried.

“No it won't!” Pinkie Pie shouted, rolling into a ball again, “Spin Tackle!”

She charged over to the megatank, knocking it off balance and into the digital sea. She then switched back to the krabs, and did her homing attack on one of them killing it.

“Fluttershy, now!” Twilight called out.

“Right!” Fluttershy called out running over to the tower. The krab tried firing at her, but she was too quick and fazed right into the tower.

Inside the tower, Fluttershy ran right into the center, and calmly rose upward to the platform above her. When she landed, she ran to the holographic keyboard and began typing on it frantically, trying her best to break the security.

In Canterlot High, the power cables were all getting ready to blow. Everyone was panicking except for Rainbow Dash and Applejack, who were leading the students and staff out of the school.

“Come on! This way!” Dash shouted.

“Everyone try ta stay calm!” Applejack commanded, “Exit in an orderly fashion!”

Right at the main gate, the power line exploded creating a fire right in front of them.

“We're trapped!” Applejack exclaimed.

“Guys, hurry!” Rainbow Dash shouted.

When the holographic touch screen appeared in front of Fluttershy, she placed her hand on it.

FLUTTERSHY

CODE

LYOKO

At the school, time itself stopped moving. Applejack and Rainbow Dash both sighed in relief, as they knew what this meant.

“Talk about a close one,” Applejack said.

“I hope Pinkie Pie will be okay after this,” Dash said.

Fluttershy looked down into the abyss as the numbers on the wall lowered. There was a white flash in the abyss that shot out of the tower and out of Lyoko.

Twilight pushed the enter key on the super computer, “Return to the past, now!” she shouted as everything around her and Rarity faded into a white light.

In the game room, Rainbow Dash and Applejack were fighting each other in Smash Bros 4, Rarity sitting in between them. Twilight was sitting off a bit by herself talking to Fluttershy on her laptop.

“So that's what had you so upset,” Fluttershy said after Twilight finished telling her what was wrong.

“I know that I was being silly,” Twilight said somberly. Surprisingly Fluttershy shook her head.

“I've had those same feelings myself,” Fluttershy admitted.

“Wait, you have?”

Fluttershy looked away painfully, “All I can do is deactivate the towers. Until then, all I am is a helpless damsel that needs to be protected. The one thing I can do to help in the field takes too much memory for me to do constantly, so more times than not I'm helpless to help everyone.”

“I guess I never thought about that,” Twilight said, “But that has to be hard having to watch while everyone fights right in front of you and not being able to do anything. Fluttershy, I wish I could give you a hug.”

“Once the materialization program is finished, you and I can hug as many times, for as long as we want,” Fluttershy said, “I can't wait, Twilight.”

“Me neither,” Twilight said. The door to the game room opened, and Pinkie Pie walked in. Immediately everyone stopped what they were doing to meet up with Pinkie Pie, who walked over to Twilight's table.

“Hey everyone!” Pinkie Pie said happily.

“Hey yerself,” Applejack said, “Ah guess this means yer eyes healed?”

Pinkie Pie nodded, “Yep yep! When I got back from Lyoko I could see again!”

“So, Return to Past heals injuries?” Rarity asked.

“It saves your information prior to the attack and reverts you to the state you were in before it,” Fluttershy explained, “Sadly, it can't bring people back from the dead.”

“Ya seem ta know a lot about how Lyoko and the super computer work,” Applejack stated.

“I just wish I could remember why they work,” Fluttershy said sadly, “I can remember everything except for why it, or myself were even made.”

“We'll figure all that out,” Dash said standing in between Twilight and Pinkie Pie, “Together, as a team, right?”

“That's right, Dashie,” Pinkie Pie said smiling. Twilight looked down smiling herself, feeling like she was truly a part of their team.

“Yeah… together, as a team.”

In the girls room, Discord had closed the bathroom for a bit so he could replace the faulty light in there.

“Can't leave things like this unchecked,” Discord said to himself, “You never know what kind of accidents can happen.”

04: Anxiety

Author's note: Rarity speaks a lot of Russian in this episode, so if there are terms you're not familiar with, let me know.

Theme Song: A World Without Danger

04: Anxiety

In the Ice Sector of Lyoko, Rainbow Dash and Applejack were already transferred in Lyoko. Fluttershy was in between them as they took turns defending her with their weapons as four bloks had them surrounded.

“Hey Twilight, is help coming yet?!” Rainbow Dash asked blocking a shot with her kunai, which was really hard.

“Rarity just called me! She says that she's on her way! Pinkie Pie's back at the school protecting everyone!” Twilight said from the real world.

“Well, tell Rares ta hurry up!” Applejack said, using the nickname that she suddenly started calling Rarity by. That did not go unnoticed by anyone.

In the lab, Twilight heard the elevator move behind her. A second later, the phone app on the super computer came up, showing Rarity's Lyoko avatar.

“Twilight, I'm here,” Rarity said on the phone.

“Great timing,” Twilight said, “Head right to the scanner room, and I'll transfer you in.”

“Dah,” Rarity said hanging up. Twilight got to work immediately getting the transfer process started up.

“Transfer Rarity!” Twilight said as Rarity stepped into her scanner. She turned around just as it was closing, completely unaware of the black specter that followed her inside.

“Scanner Rarity!” Twilight continued, scanning Rarity and matching her with her avatar on Lyoko, “Virtualization!” Twilight pressed the enter key, sending Rarity into Lyoko, but was shocked to see something appear on her screen. Rarity's avatar appeared post rendered, and a red exclamation point was over it.

Rarity: ERROR

“Huh?” Twilight asked, suddenly afraid. That had never happened before.

In the Ice Sector, Rarity took form before falling to her feet.

“Rarity, hold on!” Twilight said suddenly, stopping Rarity before she ran off.

“Is something wrong, Twilight?” Rarity asked.

“I was going to ask you that,” Twilight said, “Something came up during the transfer. How do you feel?”

“I feel fine,” Rarity said, “Nothing, er… abnormal? I think that's word.”

“Hmm… maybe I should pull you out to examine you,” Twilight said. Rarity shook her head though.

“No time. Dash and AJ need me,” Rarity said, “If nothing is wrong then I should go forward.”

“Mmm...” Twilight sounded like she really didn't like the idea, “Alright, fine, but I'm saving your information on the super computer so I can take a look at it after the trip to the past.”

“Dah,” Rarity said rolling her eyes. Seriously, she felt fine. Whatever it was, she didn't plan on staying in Lyoko long enough for it to be a problem anyway.

She ran forward as fast as she could, which since she was wearing armor wasn't too fast. On Lyoko, she was physically the strongest next to Pinkie Pie, but she had better defense. Sadly her speed suffered, and she didn't have any long ranged abilities as far as knew. As such, she was primarily the tank of the team.

At least, that's what Pinkie Pie called her. She herself played a few video games, but she didn't play them nearly as much as Pinkie Pie or Rainbow Dash. She started playing more after they started on Lyoko.

When she reached the tower, she saw Rainbow Dash and Applejack trying their best to defend Fluttershy, who was in between them cowering a bit. Four block, two on each side, took turns firing at them, and they were covered on all sides.

One blok got through Applejack's defense, hitting her in the chest.

Applejack: 20 HP

She didn't care if they didn't die in Lyoko. She hated seeing Applejack get hurt. Immediately she ran over to the blok that hit Applejack screaming in rage and stabbed it in the eye, destroying it.

Applejack took that opening as her chance to shoot the other one killing it. At the same time, Rarity ran to Dash's side and blocked a shot allowing Dash to jump straight into the air and throw her two kunai at the final two bloks killing them.

“Fluttershy, go now!” Dash order when she landed. Fluttershy nodded and ran to the tower, fazing into it.

Inside the tower, Fluttershy ran to the center, and calmly floated upward to the upper platform. When she landed, she ran over to the holographic keyboard and got to work on breaking its security.

Once security was broken, the touch screen appeared in front of her. She placed her hand on it.

FLUTTERSHY

CODE

LYOKO

Fluttershy looked down as the numbers on the walls fell into the abyss below, followed by a white flash that shot out.

In the real world, Twilight pushed the enter key, “Return to the past, now!”

For her and everyone else, their entire world went white, and they all found themselves back at where they were before the attack.

For Applejack and Rarity, that meant they were in a park near the lake, right outside of Canterlot, together.

“Honestly, Ah'm mighty glad we ended up back here,” Applejack said sitting down on the grass next to Rarity.

“Dah, I feel same way,” Rarity said, “I never tire of this sight.”

“Ya know, ya never told me why ya love this place so much,” Applejack said, “Ya were about to, but...”

“XANA interrupted us,” Rarity finished rolling her eyes, “He has no sense of decency.”

“Well, accordin ta Twilight, it takes XANA at least a day ta reboot, so he can't stop us this time,” Applejack said smiling at Rarity, who was blushing.

“In that case, I'll tell you,” Rarity looked out at the setting sun peacefully, “This is my special spot for when I need to calm down.”

“When ya need ta calm down?” Applejack asked, “What do ya mean?”

“Well, you are friend, so I can tell you,” Rarity said, “I suffer from… what was American translation, Chronic Anxiety…?” she said/asked, wanting confirmation if she said it right.

“Chronic Anxiety, Ah think Ah heard of somethin like that,” Applejack said. She thought it was cute how Rarity had trouble with bigger words.

“Dah, so you know what it means?” Rarity asked.

“Sort of. Ya deal with feelin anxious and tense, right?”

Rarity nodded, “Sometimes I even have panic attacks.”

When she said that, Applejack was shocked. Did she ever have panic attacks after fighting on Lyoko? Did she worry about XANA?

“Rares, Ah'm sorry,” Applejack said, “That's gotta be rough, 'specially with everything goin on these days.”

“That's why I have special place,” Rarity said, “Here, I feel safe. There's nothing here that upsets me, so when I have argument with my parents or sister, feel tense about assignment, or dealing with anxiety attack, I come here,” she closed her eyes smiling, “No matter what, I always leave here feeling calmer.”

“Ah see,” Applejack lied down on the grass and smiled, “It's mighty touchin, sharin this place with me.”

“Well, you are special to me,” Rarity said lying down and snuggling up next to Applejack, “I've wanted to take you here for a while, so you'd be part of this place too.”

“Rares...” Applejack didn't know what to say about that. Their relationship was a funny one, as Applejack didn't quite know what they were. They never outright said that they were girlfriends, even after their one date, which ended with them playing laser tag against each other.

Truth was, Applejack was beginning to fall in love with the purple haired Russian girl lying next to her. There were so many things that Applejack loved about Rarity. How she spoke, how she walked, how she carried herself, how competitive she was, how fancy she dressed and how it contrasted with how ferocious she was at times. She loved her eyes, her hair, the way she smelled, her busty figure, wide hips, the way she pouted when she couldn't get her way…

And those lips, which Applejack still craved to have pressed against her own. They were always done with the same shade of lipstick, and it looked great with her blue eyeshadow. There was so much about this girl that it drove Applejack crazy.

The only reason she never acted was that she didn't know if Rarity felt the same way, or even liked girls. She thought, maybe, but then again maybe Rarity was just an affectionate person in general.

Well, there was a time and a place to worry about that. According to Rarity, this wasn't the place, so Applejack figured it wasn't the time either.

When night came, Applejack walked Rarity back to her place and then started heading back to the dorms. Rarity hoped that Applejack understood exactly what she meant by showing her that place. There was something else she had wanted to say to Applejack, but she once again chickened out when it came time.

So instead, she fell onto her bed holding onto her pillow, imagining that it was Applejack she was holding. She knew her parents would hate it, but after today she was finally able to confirm her feelings for the blond haired American. Thinking about said feelings brought tears to her eyes, partially from happiness, but partially from fear of being shunned by her parents.

“Ya tebya lyublyu… Applejack...” she said through her tears. Her heart began racing a bit as she began falling to sleep. Maybe she was just tense about the upcoming math test she had tomorrow, or maybe she was just afraid of what would happen when her parents learned that their eldest daughter was a lesbian.

The next day, Applejack, Rainbow Dash, Pinkie Pie, and Twilight were all walking outside to the vending machines. Fluttershy was there too technically, as she had hacked Twilight's iphone so it had limited connection to Lyoko.

“So come on,” Dash urged, “Tell us what happened.”

“Nothin happened, alright?” Applejack said putting her hands into her pockets, “We jus' talked fer a bit.”

“That must have been some conversation,” Pinkie Pie taunted, “Since you came back to the dorms so late.”

“I think they're absolutely adorable,” Fluttershy said from Twilight's iphone, “They're chemistry in battle is really good too.”

“Come on, not you too,” Applejack groaned, “Ah'm serious, y'all. Rares an' Ah 're jus' friends.”

“But you'd like to be more than friends, right?” Dash asked. Applejack just tipped her hat over her eyes as an answer, “Ha! I knew it! You've got a crush on her!”

“Not like it matters,” Applejack said, “She don't feel the same 'bout me no how.”

“That's a big assumption, Applejack,” Twilight said, “Unless you actually told her how you feel.”

“I bet that's what they were talking about at her “special place”,” Pinkie Pie said with air quotes.

“Seriously though, why else would she show you her special place where she calms down?” Dash asked.

“Maybe 'cause Ah'm her friend an' she trusts me?” Applejack suggested.

“I'm her friend,” Dash said, “She didn't take me to her special place. Pinkie Pie is her friend, and she didn't take her to her special place. She and Twilight have the same math class even, and she didn't take her to her special place.”

“Ah think Ah get yer point,” Applejack sighed, “Ah looked it up though, an' Russians typically ain't too keen on homosexuality. She ain't gonna risk her family givin her grief to be in a relationship with another girl.”

“Homo… sexuality?” Fluttershy asked, “I'm not familiar with that term.”

“That's when someone likes someone else of the same gender,” Pinkie Pie explained happily.

“Oh, so does that mean all of us engage in the homosexuality?” Fluttershy asked.

“Not… quite,” Dash said, “You see, the difference is that we're all just friends, and we're not attracted to each other. Applejack here is attracted to Rarity, as in she wants to hold her hand, hug her, kiss her-”

“Oh look, there's Rares right now!” Applejack said quickly, rushing off to see Rarity. Rainbow Dash and Pinkie Pie burst out laughing, and even Twilight suppressed a slight giggle. Fluttershy tilted her head to the side in confusion.

“Oi! Rares!” Applejack called out. Rarity jumped with a start before turning to Applejack and sighed in relief.

“Oh, AJ. It's you,” Rarity said placing a hand to her chest.

“A little jumpy today, huh?” Applejack asked.

“Today is math test,” Rarity said, “I always get nervous when test comes, even if it's subject I'm good at.”

“Ahh. Yeah, me too,” Applejack said, “Ah don't know what it is 'bout tests, but they're always intimidatin.”

“Dah...” Rarity said, biting her lip and shuffling a bit. That action wasn't missed by Applejack. Was it possible that she actually did…

“Hey Rarity!” Pinkie Pie called out suddenly, once again startling Rarity.

“Geez, is Pinkie Pie really that scary?” Rainbow Dash asked.

“I'm… just nervous, is all,” Rarity said looking away a bit.

“You're worried about the test?” Twilight asked Rarity, “Don't worry. It's just basic trigonometry.”

“You're the only person who can say “basic” and “trigonometry” in the same sentence,” Rainbow Dash groaned.

“I like trigonometry,” Fluttershy said.

“You're a computer program, so you don't count,” Rainbow Dash said deadpanned.

“Don't worry,” Pinkie Pie said putting an arm around Rarity, who tensed up for a second, “I'm sure you'll be fine.”

“D-dah...” Rarity said, “I… need to get to class. Izvinite!” Rarity said pushing past everyone and walking off as fast as she could. Everyone watched her walk off in confusion.

“Was it something I said?” Pinkie Pie asked.

“She was probably just upset that we interrupted her private time with her beloved,” Dash said, earning a slap on the arm from Applejack. Twilight looked at Fluttershy on her phone, silently asking her if she thought the same thing.

Rarity didn't seem upset. She seemed more… afraid.

Twilight wasn't nervous about the math test. In fact, she knew she was going to get an A. She'd never tell anyone her secret, but she never studied for the tests. All she did was do the homework and pay attention in class, and she was fine.

From what she had heard of Rainbow Dash's test scores, she could have stood to do both.

Twilight finished her test as fast as possible so she could consider Rarity, who sat in the seat a bit in front of her. Even though Rarity was an upperclassman, she and Twilight shared the same math class as Twilight was a special advanced student. She didn't take extra courses anymore, so she had to stay ahead somehow.

From where Twilight sat, Rarity looked really nervous about something. She was breathing heavier than usual, and every now and again she would look at the students around her. She looked like she was in a lion's den or something.

That wasn't normal.

After she finished her test, Rarity quickly walked up to the teacher and placed her test on his desk. Before the teacher could say anything to her though she ran back to her seat and sat down, lying her head down and covering her face with her arms. It looked to Twilight like she was trembling, or maybe even crying.

“What is going on?” Twilight asked herself.

When the other students finished their tests and class ended, Twilight walked over to Rarity.

“Rarity, are you-” right when Twilight's hand touched her back, Rarity yelped in shock and looked up at Twilight with wide, fearful eyes. It lasted for only a split second, but Twilight noticed it.

“Dah Twilight, what is wrong?” Rarity asked, her accent just a tad stronger than usual.

“I wanted to know that,” Twilight said, “You look really tense about something. Are you okay?”

“Fine!” Rarity said quickly, “Just fine! Late for next class! Uvidimsya!” Rarity said rushing out the classroom, leaving a very confused Twilight.

“XANA?” Twilight asked, wondering if this had anything to do with that error she saw on Lyoko the other day.

It was time for Applejack and Rarity's fencing class. As usual, Twilight came to see the class, 1) because Applejack and Rarity were in it, 2) because it was exciting to watch, and 3) because she needed to keep a close eye on Rarity.

According to both Dash and Pinkie Pie, she was the same when they saw her too. She damn near jumped out of her skin when Pinkie Pie screamed her name down the hall, and Rainbow Dash caught her sitting in a stall in the girl's room saying something in Russian over and over. She didn't understand what she was saying but it sounded like a mantra to Dash.

“Alright,” the teacher called out, “I'm pairing you up for sparring practice. Applejack, you and Rarity are partnered up as usual.”

“Yes sir,” Applejack saluted. Rarity, who jumped at the sound of her name, gave a silent salute before putting on her helmet and facing Applejack.

Her stance seemed all wrong. It was tense, and all throughout the match Applejack kept getting through Rarity's defense a little too easily. This wasn't the Rarity she remembered. Rarity was ferocious in battle, and fought like her life depended on it.

This person was too afraid to barely move.

After getting her first point, Applejack stood up, “Rares, what's up?” Applejack asked, “Yer usually better than this.”

“Nothing!” Rarity said in a stronger accent, “I… I fine! Continue duel!”

Applejack could tell that something was up with Rarity, but she shrugged and did as she was told. Rarity hated when someone took it easy on her, and Applejack respected her too much to ever do so.

So they continued to fight, and Applejack got the second point, actually managing to knock the rapier out of Rarity's hand. Rarity actually fell to the floor in shock, and looked up at Applejack breathing heavily.

“Rares!” Applejack called out, dropping her rapier and throwing off her helmet. As she knelt down to help Rarity, the teacher ran up to them.

“What happened here?” he asked.

“Ah don't know,” Applejack admitted, “She's jus' a little outta it today,” Applejack took off Rarity's helmet and cupped her face with her hands, “Ya alright, sugercube?”

“I… I…” this time Rarity couldn't bring herself to answer, so she just swallowed and nodded quickly.

“Ah'll take her to the infirmary,” Applejack said helping Rarity up. As they left, Twilight ran out after them.

“Please AJ you don't have to come with me,” Rarity said, calming down a bit as her accent became more subtle.

“Yer right, Ah don't,” Applejack said, “Seriously though, what's the matter? You can tell me anythin.”

“AJ...” Rarity said looking into Applejack's eyes, “I'm… having bad panic attack is all.”

“All day?” Applejack asked, clearly skeptical.

“This is how it is sometimes,” Rarity explained, “Though, usually it dies down after a while.”

“Why don't ya get changed an' go home fer the day,” Applejack suggested, “Some rest outta do ya some good.”

Rarity nodded, “Thank you, AJ.”

As Rarity walked to the locker rooms, Twilight approached Applejack.

“Twilight, Ah don't think this is normal,” Applejack said.

“Fluttershy and I saved her data from the last transfer. We'll analyze tonight,” Twilight said.

That night in Twilight and Applejack's dorm, Twilight was on her computer looking up the information on Rarity's data. Since she was on her home computer there wasn't a lot she could do by herself, but Fluttershy was helping.

Applejack was lying on her bed thinking about Rarity. The look of fear in her eyes wasn't something she was used to seeing. Rarity may have suffered from anxiety issues, but she wasn't afraid of anything.

“Oh dear...” Fluttershy said, catching both Twilight and Applejack's attention.

“What's wrong?” Applejack asked.

“Twilight, look at this,” Fluttershy said, sending information on Rarity to Twilight's page. Applejack didn't understand anything she was seeing, but the grave look on Twilight's face said everything she needed to know.

“This is bad,” Twilight said.

“What's wrong with her?” Applejack asked.

“According to this data, Rarity was infected with a virus when she entered Lyoko the last time,” Twilight explained, making Applejack panic.

“What?! Is she gonna be alright?! What does this virus do?!” she asked frantically.

“We don't know, on either account,” Fluttershy said seriously, “It'll take time to analyze this information. Why don't you two get some rest?”

“What about you?” Twilight asked.

“Remember, as a program on Lyoko I don't need sleep,” Fluttershy said, “I'll work through the night until I figure out what's wrong with Rarity.”

“Fluttershy, thank you,” Applejack said, “Ah don't know what Ah'd do if Rarity...”

Fluttershy bowed, “I'll do everything I can, Applejack. I promise.”

Fluttershy vanished on the screen, and Lyoko disconnected from Twilight's computer. Twilight turned her computer off and then went to her bed.

“We'll figure this out, Applejack,” Twilight said, “Rarity will be fine.”

“Ah sure hope so,” Applejack said lying back down on her bed.

Rarity didn't leave her room once she got inside. In fact, she had even locked the door to make sure no one could get in. She didn't know why, but for some reason she was terrified. None of her strategies were working to calm herself down either. In fact, she felt like she was actually getting more afraid every second.

“Ya dolzhen sokhranyat' spokoystviye...” she said to herself over and over, tears forming, “Ya dolzhen sokhranyat' spokoystviye...”

The following morning, Twilight filled everyone in on what she saw with Rarity. They all decided to stay by the gate to confront her.

“I didn't know we could get infected by viruses,” Pinkie Pie said.

“When you transfer into Lyoko, you become data just like Fluttershy,” Twilight explained, “During that time, anything is possible while you're being transferred in.”

“Does Fluttershy know what the virus is doing to Rarity yet?” Dash asked.

“Not yet,” Twilight said, “She said she'd contact me the second she figures it out. Until then, we need to keep an eye on her.”

“Speakin of which,” Applejack said looking out. They saw Rarity walking up to the school, but something seemed really odd. She wasn't walking with her usual confident stride. Instead she was walking with her head low, looking around at everything like it was a beast getting ready to strike at her.

Applejack was the first to walk over to her.

“Heya, Rares,” Applejack said, taken aback when Rarity screamed and flinched. She seemed to calm down a bit when she realized who it was.

“A-AJ,” Rarity said, “I'm… sorry for… screaming...”

“It's alright,” Applejack said, “What's the matter?” she motioned for the others to stay back, as Rarity was still clearly apprehensive.

“I don't know,” Rarity said, “I've never had panic attack this long before. Heart won't stop racing, and I'm afraid of even the slightest...” she actually started crying. This was the first time Applejack had ever seen Rarity like this. Even at her worst she was more of a raging she-demon. This Rarity was broken, and terrified.

Applejack did the only thing she knew to do. She embraced Rarity tightly, unaware of the shocked expression on her face.

“It'll be alright,” Applejack said softly, “Ah promise, we'll figure this out. Jus' try ta stay calm, alright?”

Rarity nodded and returned the tight embrace, “Thank you, AJ. Thank you so much!”

This sight was hard for everyone to watch. Rarity was the oldest, and essentially like a big sister to all of them. Seeing her like this was too much, and all of them wished they could do something to help her.

Rarity let go of Applejack, squeezed her hands, and then walked into the school. Applejack stood there watching her as the others gathered around her.

“So? What did she say?” Rainbow Dash asked.

“She's having a really long panic attack,” Applejack said, “Ah think it's getting worse.”

“Fluttershy, please hurry,” Twilight urged, holding her phone tightly, “I'm getting really worried about Rarity.”

Inside her home tower in the Forest Sector, Fluttershy was hard at work analyzing Rarity's digital code. It was complicated as she didn't really know what she was looking for, but she felt like she was getting somewhere.

“Don't worry, Rarity,” Fluttershy said to herself as she worked, “I'll find out what XANA did to you.”

In math class, Twilight kept her eye on Rarity constantly, so much that everyone was beginning to notice. When the teacher called Rarity up to the front of the class, she slowly stood up and walked to the front board, placing the chalk on the board, but froze.

“Miss Dostoevskaia, we're waiting,” the teacher said to Rarity, who flinched at his words. She put the chalk on the board, and tried her best to solve the problem, but for some reason she just wouldn't move. When Twilight saw her tremble she had to take action.

“Um, I can answer it, sir!” Twilight said suddenly. Everyone turned to her except for Rarity, who was still as a board.

“As long as someone answers the question,” the teacher said, “You can return to your seat, Miss Dostoevskaia.”

When she didn't move right away, Twilight walked over to her and put a hand on her back. The poor thing looked absolutely terrified.

“It's okay, Rarity,” Twilight said, “I'll take over from here.”

Instead of returning to her seat, Rarity actually ran out of the classroom bursting into tears.

“Miss Sparkle, do you know what's going on?” the teacher asked her.

“I'm afraid not,” Twilight said. That was what Fluttershy was trying to figure out.

Later in the school day, Rainbow Dash saw Rarity walking down the hall. One of the students called out to her to say hi, but her reaction was actually really odd.

She backed away from the student, and then ran down the hallway into the girls room.

Dash ran in after her, and heard her in the same stall she was in yesterday crying. She was also saying the same thing over and over, but this wasn't a mantra like last time.

“Pomogi mne… Pomogi mne...” she sobbed. Rather than risk startling her, she instead slowly walked out of the room. She then saw Rarity's little sister, Sweetie Belle walk past her.

“Hey, Sweetie Belle,” Dash called out running after her.

“Hi Dash,” Sweetie Belle said. Unlike the rest of her family, she had no trace of an accent. She must have been born in America.

“You know full Russian, right?” Dash asked. Sweetie Belle nodded, so Dash continued, “Do you know what pomogi… mne means?”

“Pomogi mne? That's Russian for “help me”,” Sweetie Belle explained, “Why?”

“Oh, no reason,” Dash said looking back at the bathroom door.

“Is this about my sister?” Sweetie Belle asked, catching Rainbow Dash's attention, “I know you're friends with her.”

“Yeah, she's a good friend of mine. How is she at home?” Dash asked.

“Well, lately she has been avoiding our parents, but last night she ran right into her room and locked the door. She was up earlier than anyone, and she had left out before I could catch up with her, so I haven't seen her all day.”

“I see,” Dash said folding her arms considering what she just heard.

“Do you know what's wrong with Rarity?”

“No I don't,” Dash said putting her hand on Sweetie Belle's shoulder, “But I promise we'll figure it out and save her, alright?”

Sweetie Belle nodded and skipped off. Clearly this was something on her mind all day. Rainbow Dash looked back at the bathroom, thinking about what Sweetie Belle told her.

“Help me, huh?” Dash said. She'd have to tell this to the others when she saw them.

After school, Rainbow Dash of course told Pinkie Pie what she learned first. According to Pinkie Pie, Rarity had freaked out on Trixie, screaming something to her in Russian before running away crying.

“Looks like this is getting worse,” Rainbow Dash said.

“I hope Twilight and Fluttershy figure out what's wrong with her soon,” Pinkie Pie said. Almost on cue, their phones chimed letting them know they had texts.

Twilight: Come to my room! Fluttershy found out about the virus!

“Speak of the devil,” Rainbow Dash said. Immediately they ran to Twilight's room. Applejack was of course already there, and Fluttershy was on the screen too. Sadly, no one saw Rarity anywhere.

“Well? What's the news?” Rainbow Dash asked.

“It looks like XANA is using Rarity's anxiety,” Twilight explained.

“When a human feels anxiety, it's because of an over stimulation in their brain,” Fluttershy said, “It would seem that XANA has found a way to induce this stimulation himself. This is what the virus is doing to Rarity.”

“That's why she's so afraid right now?” Pinkie Pie asked.

“But ya didn't find an activated tower, did ya?” Applejack said.

“XANA wouldn't need to activate a tower for too long to infect one of you with a virus,” Fluttershy explained, “He only activates towers to do something that requires more memory than he naturally has. Infecting someone mid transfer would be too easy.”

“I've already updated the security on that program,” Twilight said, “So we won't have to worry about him doing this to anyone again, but we need to do something about Rarity fast.”

“You talk like her life is in danger or something,” Rainbow Dash said, afraid of the answer to that statement.

“Oh, her life is in serious danger,” Fluttershy said gravely, “The virus is increasing in power over time. Pretty soon, she'll be in a state of constant terror.”

“Also, Rarity's heart rate increases along with the virus' power,” Twilight added, “If we don't fix this soon, her heart could give out and she'd die.”

“Oh no...” Pinkie Pie said covering her mouth in horror. Rainbow Dash gritted her teeth in anger, and Applejack slammed her fist against the nearby wall.

“XANA!” Applejack said venomously, “Yer takin this too far!”

“What if we used Return to the Past?” Pinkie Pie suggested, “It fixed my eyesight that one time. Couldn't it fix Rarity too?”

“I already thought of that,” Twilight said, “Sadly, the reason why Return to the Past worked then was because the issue was based here in the real world. That virus is Lyoko based, so just like all of us, it'll come too if we use Return to the Past.”

“If we can get Rarity back into the scanner, I could run a program that would remove the virus from her biological make up,” Fluttershy said, “Once that's done, Twilight can delete the virus from her end.”

“But ta do that we need her in the scanner, right?” Applejack asked.

“And there comes the hard part,” Twilight said, “Convincing her to come with us. Hopefully she isn't so bad off that she'll run from us, but I doubt she'll be too keen on going to the factory right now,” Twilight's computer made an odd sound, almost like an alarm, “And just when we thought it wasn't going to get any worse… Fluttershy, is that…?”

Fluttershy looked to the side and then bit her lip, “Sorry Twilight, but it is. I'm feeling vibrations, and they're pretty strong too.”

“Now we have to contend with an activated tower and saving Rarity?” Rainbow Dash groaned, “XANA doesn't know the meaning of the term “day off” huh?”

“He probably knows we're onto how to rescue Rarity,” Twilight said, “Either that or he's trying to speed up the process of killing her.”

“Pinkie Pie, you go with Twilight,” Applejack said, “Dash an' Ah will search fer Rares.”

“Just in case she runs off?” Dash asked.

“'Tween yer free runnin an' my skates, we can cover a lot of ground,” Applejack stated.

“Be careful out there,” Twilight said, “We don't know what XANA has in store for us outside.”

“We'll be fine,” Rainbow Dash said, “It's Rarity we need to worry about.”

With that both Rainbow Dash and Applejack ran out of the room.

“Alright, we'll meet up with you in Lyoko,” Twilight said to Fluttershy.

“I'll wait for you in my tower,” Fluttershy said before breaking connection. Twilight got up from her chair and turned to Pinkie Pie.

“Let's go!” Twilight said. Pinkie Pie nodded and they both ran out of the school to the secret passage.

When Rainbow Dash found Rarity, she was backed up against a wall by Trixie, who was fussing at her about something. Rarity for her part looked absolutely terrified of Trixie, almost like Fluttershy when she was by herself in front of a krab.

“Just what is your problem?!” Trixie fussed, “Bumping into me like that and then screaming like a maniac?!”

“Pomogi mne… Pomogi mne!” Rarity cried, not looking in Trixie's direction at all.

“Damn it!” Dash shouted running up to them. She just knew this was going to end badly.

“What the hell are you saying?” Trixie asked harshly, “Trixie doesn't speak whatever dumb language that is!”

“Hey!” Dash shouted, catching Trixie's attention, “Pick on someone your own size!”

“For your information, Rarity is older than Trixie!” Trixie fussed, “And besides, Trixie wasn't fussing, she was-” Rarity shoved Trixie out of the way screaming, “Hey!”

Rarity ran right out of the school building, screaming the entire time.

“Shoot!” Dash shouted, “Smooth move, Trixie!” Dash ran right past Trixie, who threw her arms out annoyed.

“What did I do?!” Trixie shouted, “Freaks!”

Dash pulled out her cellphone and called Applejack.

“Found her?” Applejack asked.

“Sort of, but not before Trixie did!” Dash said running to the front gate.

“Damn it! Did Trixie do anythin?”

“Only scared her half to death, causing her to run out of the school!”

“Alright, Ah got my skates on, so let's go after her!”

“Meet you right outside!” Dash hung up and pushed through the doors leading outside.

When Rarity made it outside, she accidentally bumped into Vice-Principal Luna, knocking her down and falling back.

“Ugh, Rarity, please watch where you're going!” Luna fussed. Something about this woman seemed even more frightening than before, because Rarity couldn't bring herself to even get up. She just backed away from Luna in fear.

“Pomogi mne! Pomogi mne!”

“Rarity?” Luna asked, raising an eyebrow, “I've heard from multiple students that you've been making quite a stir today. Come along.”

“Nyet!!!” Rarity screamed trying to back away. Luna grabbed her arm stopping her, but Rarity began pulling away from her frantically, screaming loudly as if she were about to be attacked.

“Rarity Dostoevskaia, what on Earth is the matter with you?!” Luna asked, wrapping her arms around the frantic teenager, “You act like I'm a monster or something!”

“Pomogi mne!!! POMOGI MNE!!!!” Rarity screamed. By now there was a crowd gathering around them. Applejack skated up and saw this, realizing that she had to take action.

“Don't worry Rares, Ah'll save ya!” Applejack shouted skating over to the fire alarm and setting it off. Immediately everyone stopped paying attention to Rarity, and even Luna loosened her grip on her.

“What? Who set off the-” Rarity stomped on Luna's foot hard forcing her to let go, and immediately ran off campus, “Rarity, wait!”

Applejack sighed, and then skated after Rarity, who surprisingly ran really fast in high heels.

Twilight and Pinkie Pie made it to the computer lab, where Twilight immediately got connected to Fluttershy.

“Fluttershy, are you there?” Twilight asked.

“Twilight, it's terrible! I hacked into the news, and I saw a number of traffic lights going off! I think XANA is controlling the traffic systems of your world!” Fluttershy said. Before Twilight could say anything, Applejack's phone number came up on the computer.

“Twilight, we lost Rares!” Applejack said.

“What?! How did that happen?!” Twilight fussed.

“Thank a combination of Trixie bein a bitch as usual an' Luna bein a cunt, as usual!” Applejack groaned. Twilight pinched the bridge of her nose as Pinkie Pie spoke to Dash on her cellphone.

“Twilight, Dashie told me that Rarity ran into town!” Pinkie Pie said.

“That's the last place she needs to be!” Twilight said, “Applejack, did you hear that?”

“Yeah, Ah did! Let me guess, XANA?”

“He's taking control of the traffic system! It's going to be utter chaos out there in the city!” Twilight said as Pinkie Pie ran to the elevator going down.

“She'll die either from fear or getting hit by a car!” Applejack said.

“I'm sending Pinkie Pie into Lyoko to get Fluttershy into the tower! Just make sure Rarity is safe!”

“Ah will, don't worry! Ah won't let anythin happen ta her!” Applejack hung up, and Twilight got to work on the transfer procedure.

“Alright Pinkie Pie, I'm starting up the transfer! Transfer Pinkie Pie!” Twilight said, closing the scanner as Pinkie Pie stepped inside, “Scanner Pinkie Pie! Virtualization!”

Pinkie Pie took form and landed right in front of what had been christened Fluttershy's Home Tower. It was the same as any other activated tower in the Forest Sector, but it was surrounded by a large open field.

Fluttershy ran out of the tower and over to Pinkie Pie.

“Did you track down the tower?” Pinkie Pie asked.

“I didn't have the time sadly,” Fluttershy said, “But if we follow the vibrations we'll be able to find it.”

“Be careful,” Twilight said, “You're the only one in Lyoko right now who can protect Fluttershy. If you get devirtualized you can't go in for another twelve hours.”

“I know,” Pinkie Pie said walking forward, “I'll be careful. Come on Fluttershy!”

The two girls ran forward, following the vibrations on the ground. Up ahead they saw three kankrelats approaching them. Right when they fired, Pinkie Pie stopped and pushed Fluttershy aside out of the way.

The way they were lying on the ground was really suggestive, as Fluttershy was on her back and Pinkie Pie lying over her wagging her tail.

“Leave them to me, Fluttershy,” Pinkie Pie said, “I'll protect you.”

“Thank you,” Fluttershy said with a smile. Pinkie Pie ran back in front of the monsters on all fours and hunched over in her fighting stance.

“Alright boys,” Pinkie Pie said, “Let's see you take on the Queen of the Jungle!”

Pinkie Pie VS Kankrelats x3

The kankrelats fired at Pinkie Pie, who jumped to the side out of the way and rolled into a ball.

“Spin Tackle!” she shouted, charging into the kankrelat in the middle killing it. Rather than come out of the ball, she simply turned around and charged in the opposite direction in an attempt to hit the one on the left. Sadly it moved to the side and she missed, which forced her to come out of the ball. That left her wide open for an attack to the back.

Pinkie Pie: 80 HP

“I thought you said you were being careful!” Twilight fussed.

“I am,” Pinkie Pie said, “I'm not good enough to make it past this level and not get hit yet.”

The two kankrelats fired at Pinkie Pie, who did a series of elegant gymnast back flips out of the way. When they stopped firing, Pinkie Pie ran up to them and jumped into the air.

“Homing Attack!” she shouted, turning into a ball again and launching into one of the kankrelats killing it. When she bounced off it, she hit the second one too, killing it. Fluttershy ran over to Pinkie Pie as she stood up licking her paws.

“That was wonderful, Pinkie Pie,” Fluttershy said.

“Nya...” Pinkie Pie mowed bashfully with a giggle. The nice moment stopped though when they heard something approaching them from behind. Two krabs and a megatank, “Twilight, we have a problem!”

“Yeah, I see it,” Twilight said looking at her screen, “Take Fluttershy down the path to the left! There's another tower there. You two need to hide in there.”

“Can I even enter towers?” Pinkie Pie asked.

“Anyone can enter a tower, but Fluttershy is the only one who can deactivate them,” Twilight explained.

“Got it. I'll take her there,” Pinkie Pie said. Twilight saw the yellow and green arrows begin moving away from the red arrows to the tower she had spotted. She also saw a number of other monsters heading their way too.

“Looks like XANA is trying to make sure we lose Rarity,” Twilight said, “But I may have an idea. Fluttershy, when you guys get to the tower, I'm going to need you to send me a particular file.”

“Do you have a plan?” Fluttershy asked.

“To get you guys out of this, not at all,” Twilight admitted, “But in terms of getting Rarity here safely, let's just say XANA isn't the only one who can activate towers.”

The city was just as Twilight said it was, absolute chaos. Applejack tried skating as fast as she could, but the lights kept changing in sudden ways making cars almost hit her.

“Whoa!” she shouted, skating onto the pavement just in time before a bus hit her, “Shoot! At this rate Ah'll never reach Rares in time!”

Applejack thought about the state of mind Rarity was in at the moment. Who knows how many close calls she had running through town. If she wasn't dead from being hit by a truck or something, she was about to die of a heart attack.

Applejack pulled out her phone and called Rainbow Dash, “Dash, any sign of Rares?”

“Sorry, but no,” Dash said.

“And I just got a call from Twilight. She says that things are getting really bad on Lyoko, and they need back up,” Dash continued. She was standing on a bridge looking out at the traffic.

“Alright, you go back ta the factory an' help them,” Applejack said.

“What about you? This place is crazy right now; you can't find Rarity on your own.”

“Ah'll manage. Somethin tells me that Rares is still in there, even if she's terrified. If Ah'm right, then Ah might know where she is right now.”

Dash hated leaving Applejack alone, but she did have the best chance of finding Rarity and bringing her to the factory. Still though…

“What about getting her to the factory? How are you going to do that?” Dash asked.

Ah'll manage, jus' trust me, alright?” Applejack asked. Dash sighed on the other end before responding.

“Got it. I'll leave it to you. Be careful,” Dash said before hanging up. Applejack then quickly began skating too the one place Rarity would be. Right now things were terrifying, so she needed a place to calm down.

A place where she felt safe…

“Twilight, we're in the tower,” Fluttershy said as Twilight got the program ready.

“Okay, send the data over to me,” Twilight requested. A second later, her computer beeped, “Bingo! Alright XANA, let's play a game of red light, green light.”

Somewhere else in the forest sector, a tower was activated, but this one's aura turned green instead of red.

“Yes! It worked!” Twilight cheered, “I activated a tower!”

“Great, but why?” Pinkie Pie asked.

“Well, I figured that if XANA can activate towers to make the super computer do what he wants, I can do the same,” Twilight explained, “Once Applejack and Rainbow Dash find Rarity, I'll get to work on clearing their path.”

“It'll have to be up to Applejack,” Dash said as the elevator opened behind Twilight, “She sent me over here to help on Lyoko.”

“Great timing,” Twilight said, “Head to the scanner room. I'll send you a bit away from the tower Pinkie Pie and Fluttershy are hiding in.”

Rainbow Dash gave Twilight a thumbs up as the elevator closed. Once she was sure Rainbow Dash was ready, Twilight got to work.

“Transfer Rainbow Dash!” Twilight said, closing the scanner once Dash entered, “Scanner Rainbow Dash! Virtualization!”

Once Rainbow Dash took form on Lyoko and landed, she looked around for the tower. She figured that the tower being attacked by two krabs, a megatank, and three hornets was the one.

“Got you,” Dash said kneeling down prepared to run, “Super Sprint!” she shouted, running at high speed creating a blue streak behind her. She jumped into the air and threw a kunai at one of the krabs killing it, and landed on the megatank looking right at the exposed eye.

“Bulls eye!” she shouted throwing her kunai into the eye and flipping off the megatank. As she landed the hornets began firing at her, but she flipped forward out of the way throwing two kunai at the hornets. She missed one but hit the one next to it.

“Hey, I cleaned up a bit here! How about giving me a hand?” Rainbow Dash asked. A second later Pinkie Pie ran out of the tower on all fours and jumped straight into the air pouncing onto the final krab.

“Razor Wheel!” Pinkie Pie shouted, rolling into a ball and just rolling in place on top of the krab, killing it in a few seconds. Rainbow Dash threw two more kunai at the remaining hornets killing them as Fluttershy emerged from the tower.

“Thank you,” Fluttershy said, “But what about Rarity?”

“Yeah, weren't you helping Applejack find her?” Pinkie Pie asked.

“Applejack said she has it covered,” Rainbow Dash stated, “Besides, looks like you need me more anyway.”

“That's the truth,” Fluttershy said, “I think I'm feeling stronger vibrations this way. There might be a short cut.”

“Then lets go!” Pinkie Pie said. The three of them ran in the new direction, hoping that the tower was close by.

When Applejack reached the park, she was both saddened and pleased to see that she was right. Sitting on the grass in front of the lake, hugging her knees and crying, was Rarity.

Applejack quietly removed the wheels on her shoes and walked over to Rarity as slowly as she could. This was her only chance to get Rarity to come with her, and she was probably the only one who could calm her down. In fact, when Applejack thought back to the last two days, Rarity always did calm down a bit when she got close to her. This would work. She'd save her. She had to save her.

“Rares,” Applejack said softly to get the crying teen's attention. Rarity looked up suddenly and turned to Applejack, beginning to back away, “No no, don't run. Ah ain't gonna hurt ya, alright?”

She felt odd, talking to Rarity like she would a wild animal she was trying to help, but the softer tone seemed to work. Rarity stopped backing away, but she was still trembling.

“Pomogi mne!” Rarity sobbed, not taking her eyes off of Applejack, “Pomogi mne!”

“Ah don't understand ya,” Applejack said, thinking about what she was probably saying, “Hold on. Are ya… cryin fer help? That's it, ain't it?”

Applejack slowly approached Rarity holding her hand out. Just as she expected, Rarity flinched back away from her hand. When she looked back at Applejack though, she was greeted with the most gentle smile.

“Yer safe here, remember?” Applejack said, “Ain't nothin here ta hurt or upset ya. Ah'm a part of this place now, remember?”

“Apple… jack…!” Rarity ran into Applejack's embrace bursting into tears, “Pomogi mne...”

“Ah will,” Applejack said embracing Rarity, “Ah'll help ya. In order ta do that, we need ta get ya to the factory.”

“Factory…?” Rarity asked before vehemently shaking her head, “Nyet!!”

“Rarity, listen ta me!” Applejack said with a little more force, “XANA infected a with a virus! We can get rid of it, but ya have ta get in the scanner first!” Rarity shook her head crying, “It'll be fine. Ah'll be with ya all the way.”

Rarity and Applejack met eyes, and Applejack could tell that she was beginning to calm down, if only a little.

“Applejack… protect… me…?” Rarity asked, her accent so strong Applejack almost didn't know she was speaking English this time.

“Ah'll protect ya no matter what,” Applejack said squeezing Rarity's arm and smiling.

“Take… me… to factory...” Rarity said. Applejack sighed in relief and pulled out her phone to call Twilight.

“Twilight, Ah got her,” Applejack said, “Ah'm gonna try ta get ta the factory, but the way there is...”

“Not a problem,” Twilight said, “I'll clear a path for you. Just get moving.”

Applejack had no idea what Twilight was talking about, but she shrugged it off and put her skates on. She then let Rarity get on her back so she could skate through town.

As they skated through town, Applejack noticed that anytime a traffic light tried to mess them up, a blue surge of energy shot through it correcting it. Was that Twilight?

In the lab, Twilight was frantically keeping XANA off Applejack and Rarity. Using the signal from her cellphone, Twilight was able to keep an eye on Applejack using a satellite, but XANA was too good. He kept changing patterns, forcing Twilight to alter what programs she used.

Still, the idea that activating towers gave her this much power was both amazing and terrifying. It was so natural, it almost seemed like this was what Lyoko was made to do. Who would make something like this, and why?

Those were questions to ask after Rarity was cured.

“You're a great opponent, XANA,” Twilight said, “But no matter how good you are, you can't beat the power of the human race.”

Back on Lyoko, Pinkie Pie, Rainbow Dash, and Fluttershy made it to another clearing where they saw the activated tower XANA used surrounded by kankrelats. Off in the distance they saw the tower that Twilight activated, but it was being attacked by a megatank.

“Twilight! The tower you're using is under attack!” Dash shouted.

“I see it,” Twilight said with a groan.

“Are Applejack and Rarity close yet?” Fluttershy asked.

“Not yet,” Twilight said, “They're only about halfway there. I need someone to protect that tower until they get here.”

“Dashie, I can handle these guys,” Pinkie Pie said, “You go protect that tower.”

“On it!” Dash said, zooming off using her super speed. When she reached the megatank she ran in a triangle formation around it, creating two clones of herself.

Rainbow Dash VS Megatank

The megatank fired at one Rainbow Dash, but it turned out to be a clone. The second Dash jumped up and tried throwing a kunai at the megatank, but she was deleted. Right before the megatank could close though, the real Rainbow Dash jumped on it and threw her kunai right into its eye. She flipped off it causing it to roll into a raised platform and explode.

Rainbow Dash turned back to Pinkie Pie's side and saw a krab approaching her from behind.

“Pinkie Pie, watch out!” Dash shouted. Pinkie Pie turned around too late as she took the blast directly, devirtualizing instantly.

Pinkie Pie: 0 HP

In the real world, Pinkie Pie's scanner opened up, revealing a very tired and bummed out Pinkie Pie.

“Shoot...” Pinkie Pie sighed, “I was about to level up, too...”

The krab slowly approached Fluttershy as she backed away, almost falling off the edge. In front of her were two kankrelats and the krab, and she had no way of defending herself.

Rainbow Dash was about to rush over to help her, but she saw two krabs walk up to Twilight's tower and start firing at it.

“Damn! I can't do both!” Dash said, as she already used her special ability too many times.

“Dash, forget about the tower! Protect Fluttershy!” Twilight urged.

“Argh!” Dash shouted, zooming back over to Fluttershy's side. She jumped over all the enemies and landed perfectly in front of Fluttershy holding a kunai ready, “You okay, Princess?”

“Yes, but what about-” Fluttershy's question was cut off as the krabs fired at Twilight's tower. It sparked, and the green aura vanished.

“No!!!” Twilight shouted, slamming her fist at the dashboard. Pinkie Pie placed a comforting hand on her shoulder.

“It's not over yet,” Pinkie Pie said, “Applejack is almost here. She'll protect Rarity.”

“I know she'll protect her,” Twilight said, “But now XANA has full control of traffic again. Unless Rarity can stay calm her heart will give out from fear.”

Applejack noticed there was a sudden change. The blue electricity suddenly vanished, replaced with the red electricity of XANA, and they were having a lot more close calls.

“Twilight must've lost control,” Applejack reasoned, considering Rarity on her back who was now trembling, “Rares, Ah need ya ta close yer eyes an' trust me, alright? Ah'm gonna get us ta the factory, but it ain't gonna be pretty.”

“Trust… Applejack...” Rarity said, “Always trust… Applejack...”

Applejack smiled and waited for Rarity to close her eyes and tighten her embrace. Applejack then skated forward into the street as fast as she could.

When she reached the intersection, all the lights turned green at the same time, confusing the drivers and making the cars swerve out of control. Two cars came close to hitting Applejack, but she swerved out of the way just in time.

She could see the factory in the distance. She just needed to get across the street and she was home free.

Right as she was about to make a break for it, a light turned green just as a truck was coming through. Applejack fought the urge to scream and skated away from the truck as it chased her. The was the only path to the factory.

I'm not going to fail, Applejack thought, Rarity is counting on me.

She jumped onto the pavement just as the truck driver tried turning. His truck fell over, but Applejack managed to get out of the way and skated right to the factory.

Once she crossed the bridge she grabbed the rope and swung to the bottom all with Rarity still holding onto her tightly. She landed right in front of the elevator using her skates' breaks.

“Made it!” Applejack shouted running into the elevator, “Rarity! Are ya alright?” Applejack asked as Rarity got off her back, deathly silent, “Say somethin, please!”

Rarity blind sighted Applejack with a kiss, right on the lips. It wasn't expected at all, but it proved something to Applejack. Her lips felt heavenly pressed against her own.

When Rarity separated from Applejack, she looked into her eyes with a look of pure adoration.

“Hero,” Rarity said, still breathing heavily, “Applejack… hero...”

Applejack blushed, realizing that the kiss was probably just spur of the moment. Her emotions had to be going crazy right about now after all. Applejack pulled out her phone as she pushed the button on the elevator.

“Twilight, Ah made it,” Applejack said, “Rarity's safe an' sound.”

“Thank God!” Twilight said, “Head straight to the scanner room. I'll start the antivirus program.”

“Got it,” Applejack said hanging up. Rarity walked over to Applejack and took her hand holding it to her heart, “Yer gonna be okay, Rarity.”

Rarity smiled peacefully. Her heart was still racing, but somehow Applejack had a feeling it was less from her anxiety and more from… something else.

Maybe there was more to that kiss than she thought…

“Fluttershy, I'm getting the program started,” Twilight said, “Can you deactivate the tower and separate the virus from Rarity at the same time?”

“Yes, I can,” Fluttershy said still hiding behind Rainbow Dash as she blocked the enemy fire, “Are they here now?”

“They are.”

“Rainbow Dash, I need an opening to get to the tower,” Fluttershy said.

“It won't be pretty, but one opening coming up!” Dash said, throwing her kunai at the kankrelats killing them. As she didn't have time to spawn two more, she took the krabs shot right in the chest.

Rainbow Dash: 0 HP

As Rainbow Dash devirtualized, Fluttershy ran to the tower as fast as she could, fazing into it.

Fluttershy ran into the center of the tower, and floated up to the platform above her. After she elegantly landed, she calmly walked over to the control panel and got to work, this time starting up the program to help Rarity and breaking the security of the tower.

“Ah'll see ya on the other side,” Applejack said to Rarity smiling. Rarity gave Applejack a look of gratitude as the scanner closed. Inside, she was scanned as if she were being sent into Lyoko, but this time she felt as if something were being removed from her.

“Nice try XANA,” Twilight taunted, “But you lose this time!” she pressed a key, sending an antivirus program through Rarity's system. On the screen it showed Rarity's Lyoko avatar being scanned, and this time a green plus sign appeared over it.

Rarity: CLEAR

After she finished the work on Rarity, Fluttershy placed her hand on the touch screen in front of her.

FLUTTERSHY

CODE

LYOKO

Fluttershy looked down as the coding on the wall flowed into the abyss below her. A second later a bright light shined in the abyss and a white flash shot out of the tower and Lyoko.

In the real world, Twilight pushed the enter key, “Return to the past, now!”

The white flash engulfed everything around them, returning everyone to where they were approximately two days before all of this.

For Applejack and Rarity, this meant once again emerging in the park in front of the lake. This time they were both lying on the grass, Rarity snuggled up against Applejack.

“This is the third time we've come here on this day, ain't it?” Applejack said jovially.

“Well, this is my favorite day,” Rarity said softly, “Day you became important part of my life.”

“Rares, Ah...” Applejack looked away slightly, afraid to ask the question on her mind. Now she was certain of her feelings; she loved Rarity with her whole heart. She just wasn't sure of Rarity's feelings. Did she kiss Applejack out of affection and genuine feeling, or did was that kiss due to her emotions running wild.

“You are… special one,” Rarity said snuggling closer to Applejack, “Saved my life. I'll never forget this day, or what you did for me.”

“Ah'd do it again if Ah had to,” Applejack said pulling Rarity in closer to her, “Ah'll keep ya safe, always.”

Rarity closed her eyes smiling, “Ya tebya lyublyu… Applejack...” Rarity said softly. Applejack had no idea what she just said, but something told her that she knew the response.

“Ah… love you too… Rarity...”

“Well, I'm glad that's over,” Twilight said to Fluttershy on her computer screen.

“XANA seems to now realize that you and the others are actual threats to his plans,” Fluttershy said, “We need to be careful.”

“I need to finish that materialization program soon,” Twilight said, “If I do that, we can pull you out of Lyoko and shut the computer down.”

“I know you'll do it, Twilight,” Fluttershy said, “I have faith in you.”

“Thanks Fluttershy,” Twilight said smiling. Fluttershy smiled at Twilight, but then looked to the side, “What's wrong?”

“Um, question. In your world, is it uncommon for females to like other females?”

That question caught Twilight off guard, but she thought about it.

“Not really, no,” Twilight said, “In recent years, the number of girls who are openly bisexual or lesbian has risen greatly, what with gay marriages being made legal and all.”

“So, it wouldn't be weird if let's say… I liked someone who was a female? Someone who was my very dear friend, and that I was anxious to one day meet in person?”

“Uhh…” Twilight began blushing when she realized what Fluttershy was saying, “Not at all. In fact, I bet that… person might feel the same way, and is counting the days till she gets to meet you in person too.”

“When I finally get to meet them,” Fluttershy said looking bashful, “The first thing I want to do is kiss them.”

“Ack! W-w-what?!” Twilight shouted, now afraid of what Fluttershy was saying, confirmed when Fluttershy started giggling.

“I can't wait. See you soon, Twilight,” Fluttershy said lovingly before logging off. Twilight sat back in her chair thinking about the implications of what Fluttershy said. Did a computer program just fall in love with her?

And was Twilight actually turned on by that thought?

In her tower, Fluttershy giggled to herself. She felt so happy right now, as she confirmed that her feelings weren't strange at all, and that the one she had feelings for might have felt the same way.

“I can't wait, Twilight,” Fluttershy said, “We'll be together very soon, I know it.”

Author's Note

Ya tebya lyublyu = I love you
Izvinite = Excuse me
Uvidimsya = See you later
Ya dolzhen sokhranyat' spokoystviye = I need to stay calm
Pomogi mne = help me

Please support my Pateron if you enjoyed this and want to support me.

05: Five Nights at XANA's

Author's Note

It seems like every chapter I'm putting in information about Rarity and her family, but when you see /this style of writing it means that everyone is speaking in Russian/. Just so you'll know.

Oh, and if you want to help support me, check out my patreon and help support me. Just a dollar from each of you would help me with my campaign of world domination.

05: Five Nights at XANA's

Theme Song: A World Without Danger

05: Five Nights at XANA's

Day 1

Every so often, people get caught up in something called a “fad”. This is when something catches on so much that everyone is talking about it, and you're not cool if you don't know what it is.

This has happened many times in America. Once in the late 1990s going into the 2000s, the TV show “Pokemon” was a big thing, with kids having entire Pokemon birthdays if they had just turned 10 years old. After that came the game “Yugioh”, a card based fighting game that took the world by storm and was still played a lot even now.

In Canterlot though, the biggest craze was a series of horror games called “Five Nights at Freddy's”.

The game was simple in its execution. Players assumed the role of a worker in a particular store called Freddy Fazbear's Pizza, where you worked as security in the night shift. The thing was that the shop was run by animatronic characters that moved around at night, and when they made it into your room they would kill you.

It was a truly frightening game, yet so many people in Canterlot loved it. It was truly popular among the younger crowd.

Hence why Diamond Tiara and Silver Spoon was bragging about beating the game.

“I wasn't scared at all,” Diamond Tiara said walking down the hallway, “I laughed when I saw how ridiculous those dumb animatronics looked.”

“You're, like, so brave Diamond Tiara!” Silver Spoon said, gushing over her friend pathetically.

“I know,” Diamond Tiara continued, stopping when she spotted three students who she always picked on when she had the chance. Apple Bloom, Sweetie Belle, and their friend Scootaloo.

“Hey dorks!” Diamond Tiara called out haughtily. Scootaloo groaned rolling her eyes.

“Not in the mood, Diamond Tiara,” Scootaloo said.

“Oh? And here I was going to invite you to my birthday party in five days,” Diamond Tiara said with a sigh.

“You wanted ta invite us?” Apple Bloom said folding her arms, “Ah'm believin that.”

“You don't have to believe it if you don't want to,” Silver Spoon said, “But Diamond Tiara is going to have her party in the new pizza shop based off the game.”

“You mean that knock off of Freddy's Fazbear's Pizza down the street?” Scootaloo asked.

“It's not a knock off!” Diamond Tiara fussed, “My Daddy put in good money to make that place authentic. It even has animatronic characters like in the game,” she continued looking proud, as if she put the animatronics there.

“Authentic?” Sweetie Belle asked, “As in, just like the ones in the game?”

“Uh huh,” Diamond Tiara nodded with a smirk, “Just like the ones in the game.”

The way she said that made Sweetie Belle really uncomfortable.

“Of course, if you're too chicken to come, that's understandable,” Diamond Tiara continued, “All us cool kids are going there. Maybe this will be your chance to show everyone that you have a back bone. Come on Silver Spoon.”

“Right away Diamond Tiara!” Silver Spoon said running after her “master”. Scootaloo gritted her teeth watching them walk off.

“Diamond Tiara! She thinks she's slick, doesn't she?” Scootaloo asked.

“Well, Ah say we shut her up!” Apple Bloom said, “We'll go ta her birthday party and show her that we're not cowards!”

“Um...” Sweetie Belle wanted to speak up.

“You're coming too, right?” Scootaloo said to Sweetie Belle.

“Y-yeah,” Sweetie Belle stuttered, “I'll be there...”

She looked down as her friends continued to joke and plan. Truth was, she didn't want to go. She knew that everyone else was going, and that if she didn't go then she was being a coward. But that was the problem.

She was afraid.

After her classes ended, Sweetie Belle walked to the gate to wait for her older sister, Rarity, to meet up with her. She didn't have fencing classes on Wednesdays, so they could walk home together. She loved walking with her sister. She was so cool, and so brave, almost like a knight.

Rarity protected her, always.

She wondered if Rarity would have been afraid of the animatronics if they went crazy, like in the game. Would Rarity cry? Would she scream? That just didn't seem like Rarity. Sweetie Belle had a dream a few weeks ago that Rarity was afraid of something, but it was just that, a dream. The real Rarity was Sweetie Belle's personal guardian.

Sweetie Belle heard her sister laugh in the distance. She turned and saw her walking out of the school building with her friends. The one blond girl with the hat always caught Sweetie Belle's attention, as Rarity was more affectionate with her than all of her friends. Even now, instead of merely saying good bye to her like she did with the others, Rarity hugged Applejack before skipping over to the gate to meet Sweetie Belle.

/So Sweetie Belle, are you ready to go?/ Rarity asked Sweetie Belle. When they were alone, they always spoke Russian, as it was Rarity's native language, so she spoke it the best. Technically it was Sweetie Belle's too, but she was born here in America, so she picked up on English pretty quickly.

Still, she spoke pretty fluent Russian herself.

/Yeah Rarity. Let's go…/ Sweetie Belle said somberly. Rarity raised an eyebrow at that, but seemed to let it go for a while as they walked.

/Rarity? Have you played Five Nights at Freddy's yet?/ Sweetie Belle asked.

/Pinkie Pie was talking about that game in class today. It sounded interesting. Why?/

/Ahh, well… Diamond Tiara invited me and my friends to the Pizza Shop that opened that's a real live replica of the game's store. I was thinking about going, but…/

/Are you afraid?/ Rarity asked.

/N-no!/ Rarity raised an eyebrow not looking convinced, /Alright, maybe a little…/

/When is the party?/

/It's in five days./

Rarity pressed her finger to her lips thoughtfully, /Well good. That gives you five days to prepare yourself to see if want to go./

/What if I don't want to go? What if I'm too scared?/ Sweetie Belle asked. Rarity stopped her and got on one knee to look at her younger sister in the eyes.

/If you don't want to go, then don't go. It's that simple. Your friends will understand, I'm sure./ Rarity said.

Yeah, maybe her friends would understand, but Sweetie Belle was sure that Diamond Tiara and Silver Spoon wouldn't let her live it down if she decided not to go. They already teased her enough for coming from a Russian family. She knew that she had to go.

But could she go?

Day 2

Classes went on as usual for Sweetie Belle the next day, but she still couldn't get the idea out of mind that something awful was going to happen at the birthday party. One of the many things that Sweetie Belle was teased for was having a very active imagination. She imagined five days from now the animatronics going haywire and trying to kill everyone at the party, just like in the game.

She of course didn't share this with her friends. They hadn't played the game yet either, but they both knew that it was just a game. If it wasn't for the fact that the animatronics were actually mechanized, Sweetie Belle would have felt better herself.

After class, Scootaloo asked Apple Bloom and Sweetie Belle to come to her room. She said that she had a surprise. Rarity had her fencing class today, so Sweetie Belle could stay after for a little bit as long as she left with her sister.

“Alright, so what's the big surprise?” Apple Bloom asked when she and Sweetie Belle arrived. Scootaloo snickered and moved away from her computer, showing the title screen of Five Nights at Freddy's.

“Holy… ya got it?” Apple Bloom asked happily running to the computer screen, completely unaware of the look of dread on Sweetie Belle's face.

“Well, if we're going to make it to this birthday party, we need to be prepared,” Scootaloo explained, “So I talked my Dad into letting me buy it for my computer.”

“This is great!” Apple Bloom cheered, “Ah haven't gotten a chance ta play it myself, since Applejack won't let me play with her an' Twilight. Sweetie Belle, ain't this cool?”

“Y-yeah...” Sweetie Belle said, trying her best to cover up how unnerved she was.

“The best way to experience this game is with friends,” Scootaloo said running over to her light switch and turning it off, making the room really dark, “Also with the lights out.”

“Um… I don't mind playing with the lights on,” Sweetie Belle said, trying to subtly tell her friends to turn them back on.

“Trust me, Scootaloo is right,” Apple Bloom said, “If we're gonna show Diamond Tiara that we ain't cowards, we gotta do this with the full experience.”

“Don't worry,” Scootaloo said, “If nothing else, we'll be here together. That should make it less scary.”

“I wasn't scared,” Sweetie Belle lied, “I just… thought that you guys would want to turn the lights on… for...”

“Nah, we're good, right Apple Bloom?” Scootaloo asked.

“Yeah, but thanks fer bein concerned,” Apple Bloom said. Seeing her friends smiles made her feel better, but the fact that they thought she was trying to protect them only made her even more upset.

I have to be the brave one, she thought.

The three girls sat down in front of the computer and turned the game on, wasting no time. Sweetie Belle had to admit, she thought it was going to be scarier. It was basically just point and click, looking around the-

Wait… why wasn't Chica in the stage room anymore?

Using Apple Bloom's guidance, they were able to keep the yellow chicken animatronic in their sights. They had a few close calls, but they survived the first night with relative ease.

The second night was a little different though. This time they had to deal with both Chica and Bonnie. It was getting really scary trying to keep both animatronics in their sights, especially when they lost sight of Bonnie.

“We're concerned with these two...” Apple Bloom said slowly, “But… what about the other two?”

“There's no way the others activated too,” Scootaloo said, “This is just the second night.”

“L-let's check though,” Sweetie Belle said, “Please? Just to make sure.”

“Alright, let's check real fast,” Scootaloo said, trying to sound tough, but Sweetie Belle could tell her hands were trembling a bit. She looked in the storage room, and was horrified to see that Freddy had also left too.

“We only got another hour left in the day,” Apple Bloom said, “Let's jus' find the animatronics an' get outta here.”

“I agree,” Scootaloo said, frantically clicking around searching for them. Meanwhile, Sweetie Belle was hugging her knees in her chair trembling all over, telling herself over and over that it was just a game.

Maybe if she said it enough times she'd believe it.

“Alright, I found Freddy, thank God,” Scootaloo said, “And I'm pretty sure that Bonnie is in the dining room.”

“What about Chica?” Sweetie Belle asked.

“Chica?” Apple Bloom said, “Last time we checked she was-”

“GRAAWWW!!!!!!” Chica shouted on the screen right in front of them. All three girls screamed loudly, poor Scootaloo falling back out of her chair. Sweetie Belle immediately ran up to the light switch and turned them on, trying to calm her beating heart. She needed to be ready so she could comfort her friends when…

When they started… laughing?

“Hoo boy! That game is scarier than Ah thought!” Apple Bloom said.

“Geez, I wasn't prepared for that,” Scootaloo said, wiping her eyes from laughing so hard, “This game is awesome! Sweetie Belle, what did you think about it?”

She couldn't tell them what she really thought about it. They clearly had fun with it, so if she told them that she actually thought the game was terrifying…

“I… enjoyed it,” she said simply, “That Chica really scared me.”

“Yeah, an' ta think that this was just the game,” Apple Bloom said, “Can ya imagine what it'd be like if this were real?”

“That would be something,” Scootaloo added, “Like if there was actually a bite of 87 or something like that.”

“What if… something like that happens at Diamond Tiara's birthday party?” Sweetie Belle asked, trying to sound rhetorical even though she wasn't.

“What, and Diamond Tiara's frontal lobe gets bitten off by Foxy?” Scootaloo asked, “Honestly, that might be an improvement,” she joked.

“B-but she could reallly get hurt!” Sweetie Belle said shocking her friends, “We could get hurt! If those things went crazy, then-”

“That ain't gonna happen,” Apple Bloom said, “Remember, the animatronics in the game 're possessed with the spirits of the dead children. Nothin like that can happen in real life.”

“Don't worry about it,” Scootaloo said, completely unaware of the odd eye shaped symbol that appeared on her computer for a split second, “The worst that's gonna happen is a jump scare or two, from Diamond Tiara no doubt. Those machines are just that, machines.”

Her friends decided to play the game some more, but Sweetie Belle had enough. Also, it was about time for Rarity's fencing class to get finished. Since Rarity didn't come searching for her, Sweetie Belle had a feeling that she knew exactly where her older sister was.

Confirmed when she went into the gym and saw two students in fencing gear violently going at it. It was a good thing that those blades were blunt at the end, otherwise they'd kill each other. They might have still killed each other.

Sweetie Belle saw Twilight sitting down with her computer and decided to sit next to her.

“Hi Twilight,” Sweetie Belle said somberly. Twilight sighed briefly.

“Fluttershy, I have to go for now. I'll talk to you more when I get back to the dorm,” Twilight said.

“Alright Twilight. I'll see you later,” a soft melodious voice said from her computer. Before Sweetie Belle could see who Twilight was talking to though, the screen went dead.

“Hi Sweetie Belle,” Twilight said with a somewhat forced smile. Clearly she was doing something important.

“Sorry for interrupting you,” Sweetie Belle said, “I can go sit over there if you want...”

“No no, it's fine,” Twilight said, “My friend and I are working on a complicated program, but we can work separately. Besides, you look like you could use a friend.”

Sweetie Belle smiled. Rarity's friends were so nice. Even though she was keeping Twilight from something important, Twilight still wanted to help her.

“You know a lot about computers and machines,” Sweetie Belle said, “The animatronics at the Pizza Shop, what are the chances of them going bad like in the game?”

“You mean turning homicidal and trying to kill everyone?” Twilight asked bluntly, “Not too likely. They have a pretty simple AI, only capable of following the basic commands given to them, and I'm pretty sure they don't move around at night.”

“You're positive that there's no way for them to become bad?” Sweetie Belle pressed.

Twilight thought about that, “Well, to be honest, machines are machines, so they can malfunction, but the most that should cause is them skipping their notes when they play or something. Anything else would have to be programmed directly into the animatronics in order for them to act. Trust me, I checked their AI.”

“You did?” Sweetie Belle was surprised when she heard that.

“Are you kidding? The second they were put in there I hacked into their systems to check for bugs. The algorithms used to create their digital matrix is so simple it's almost laughable. Give me maybe a day or two and I'd have something made that's way better.”

Sweetie Belle didn't know what was scarier. The fact that a tenth grader had hacked into their system easily, or that Twilight said with confidence that she could make a better system.

“Alright, we finished,” Applejack said walking over to them with Rarity, “Heya Sweetie Belle. Twilight borin ya with her techno babble?”

“For your information Sweetie Belle and I were having a great discussion on the simplicity of the animatronics in Freddy's Fazbear's Pizza, the real store,” Twilight said haughtily.

“You weren't filling her head with anything scary, were you?” Rarity asked.

“Actually, it was the opposite,” Sweetie Belle said, “She was trying to help me feel better.”

“Yer goin ta Diamond Tiara's birthday party with Apple Bloom, right?” Applejack asked, “Ah was thinkin about goin too. Not ta protect Apple Bloom or anythin, jus… ta keep an eye on her.”

“Of course not,” Rarity taunted, “There's no way you're using this as excuse to play guardian angel.”

Applejack whacked Rarity on the butt, making the latter squeal adorably, “Watch yerself Rares, or Ah'll tie ya up an' lock ya in the security room fer five nights.”

“Oh no! Please don't do that!” Rarity cried out playfully, “I'll be good, I promise!”

“Hmm, Ah wonder,” Applejack said with a skeptical smile. Hearing Rarity pretend to be afraid only made Sweetie Belle feel even more insecure about her fears. Rarity was so brave that she could pretend to be afraid. Sweetie Belle on the other hand…

/You are okay, right?/ Rarity asked Sweetie Belle in Russian, to hide their conversation. Sweetie Belle just nodded before getting up.

“I'll wait for you outside,” Sweetie Belle said walking to the door quickly. Rarity pursed her lips frowning, resting her hands on her hips.

“Is she okay?” Twilight asked.

“She's worried about going to party,” Rarity admitted.

“Those animatronics are a little freaky ta watch,” Applejack said, “Not like Ah'm scared or anythin!”

“Right,” Rarity rolled her eyes, “Twilight, should we go to party too?”

“You mean just in case XANA decides to take advantage?” Twilight asked, “Yeah, we better. From what we've seen from XANA's behavior, this is right up his ally. Looks like you will be Apple Bloom's guardian at the party, Applejack.”

“Hardy har har,” Applejack said as she and Twilight walked out of the gym. Rarity thought about her sister's predicament, and wondered if XANA would attack.

He better not, Rarity thought. It was bad enough that he went after her and her friends. If he tried to hurt her little sister, Rarity was going to tear him a new one.

Day 3

Today, Sweetie Belle decided to actually walk into Freddy Fazbear's Pizza. Maybe if she actually saw them in action she wouldn't be so afraid.

After class ended, she asked Rarity if she could take her there. Rarity was skeptical of course, but once she explained why she wanted to do this, Rarity relented somewhat, but only somewhat. It was nice that Rarity was so concerned about her and took her so seriously. Rarity always took her seriously.

/Are you sure coming here isn't going to just upset you?/ Rarity asked.

/I don't see how it could./ Sweetie Belle said, /Like Twilight said, they're just machines programmed to do the same thing over and over. I just… need to see this for myself is all…/

Rarity sighed shaking her head. She really didn't like this idea, as she knew it was going to backfire. Even still, she followed her sister's lead. One thing they both had in common was that they were both really stubborn.

When they got inside, they saw Pinkie Pie tending to Foxy while Rainbow Dash sat at a nearby table relaxing. When Rarity and Sweetie Belle walked in, Pinkie Pie smiled and waved to them.

“Heya Rarity and Sweetie Belle!” Pinkie Pie said cheerfully. Rainbow Dash looked in their direction with one eye opened.

“What brings you guys here?” Rainbow Dash asked.

Rarity turned to Sweetie Belle, silently asking if it was okay to tell them. When she nodded she spoke up, “Sweetie Belle is… er… anxious about party in two days.”

“Having nightmares about Golden Freddy barging into your room at night?” Dash asked playfully. When no one laughed she hung her head in shame, “I'll go back to sleep.”

“Please,” Rarity said turning to Pinkie Pie, “She was wondering if she could meet animatronics?”

“Oh sure!” Pinkie Pie said, “I was just working on Foxy here. He was a little off key last night, so I'm trying to see what's wrong with him. Sweetie Belle, why don't you come over and say hi to him?”

Sweetie Belle slowly walked over to Foxy, looking up at him. Wasn't this the one that caused the bite of 87 in the games? They lucked out by not running into him when they played last night. He had a much neater look than the one in the game.

“He doesn't look as scary in real life,” Sweetie Belle said.

“Well, we can't have anyone trying to eat with this gruesome looking monster singing,” Pinkie Pie said, “This place was made in honor of the game, but they didn't replicate it completely from the game, thank God.”

“Do you work here?” Rarity asked Pinkie Pie.

“Not always,” Pinkie Pie said, “But I volunteered to be the party planner for Diamond Tiara. Her dad's paying me two hundred bucks! Can you imagine how many video games I could buy off the bargain bin with that?!”

“Er… a lot?” Rarity asked.

“EXACTLY!!! Hell, I might even be able to replace my 3DS with that. The L and R buttons stopped working on mine,” Pinkie Pie said thoughtfully.

“You do know there's an easy fix for that, right?” Rainbow Dash asked, “Do you have it on you right now?”

“Always,” Pinkie Pie said pulling a purple 3DS out of her pocket. Rainbow Dash took it, blew into the L and R buttons hard, and then handed it back to Pinkie Pie.

“Try it now,” Rainbow Dash said. Pinkie Pie shrugged and turned it on, walking off a bit to try it out. Sweetie Belle was alone now with Foxy, who was absolutely lifeless at the moment. Maybe she was being silly and paranoid.

“You're not evil, right Foxy?” Sweetie Belle asked the animatronic, “You're not going to hurt anyone at Diamond Tiara's party.”

Pinkie Pie screamed catching everyone's attention. When they turned around they saw Pinkie Pie run up to Dash and hug her.

“It worked! You fixed it! Thank you so much Dashie!” Pinkie Pie said happily.

“Aw, it's nothing,” Dash bragged, “It happened so many times to me I just figured there had to be a way to fix this myself.”

“You're the best, Dashie,” Pinkie Pie said now nuzzling her friend affectionately, making Rainbow Dash visibly uncomfortable.

“Okay Pinkie Pie, you can stop now,” Dash said, “Seriously, people are starting to stare.”

Sweetie Belle laughed a bit and then turned back to Foxy. It was just a regular animatronic. Nothing sinister about it, right?

So why did she get the sudden feeling that it was actually watching her?

It was night now, and Sweetie Belle was lying in her bed trying to get to sleep. She couldn't get Foxy out of her head, or what she felt from it. She could have sworn that the animatronic was looking at her. Everyone told her that there was no way for it to turn bad, but Sweetie Belle felt it. There was something really sinister about it.

As she closed her eyes and started to relax, she heard something outside. It sounded like footsteps. Metallic footsteps.

No way. It didn't follow her home, did it?

Sweetie Belle slowly sat up, and walked over to the door pressing her ear to it. It sounded like the footsteps stopped. She opened the door and looked outside, noticing something down the hall looking at her briefly before quickly moving behind the corner.

Sweetie Belle almost had a heart attack. They did follow her home, and they were after her now!

Sweetie Belle closed and locked her door, and put a chair at the door nob to keep the animatronics outside. As long as they couldn't get in she was safe, right? She ran back to her bed and put her head under the covers, praying that she would be safe, when she heard something in her closet.

No, she thought. It couldn't be…

She slowly walked to her closet to listen for any movement. It seemed like the second she reached the closet he stopped moving. That told her that there was something in there. The question was what?

And did she even want to know what it was?

Right when she was about to open the closet to see what was inside, she felt something try to push the door open. She frantically pushed against the door trying to close it, and she got a glimpse of what it was. It was Foxy!

The two of them wrestled with the door for a few seconds until Foxy pushed at the door hard, knocking Sweetie Belle to the floor. The red animatronic now looked more like its game counterpart: scary and falling apart, like a demon almost.

But it wasn't a game. It was real.

Foxy slowly walked out of the closet toward Sweetie Belle as she backed away from it on the floor. Foxy lunged at Sweetie Belle, who screamed and scampered away to the door. She quickly pushed the chair out of the way and unlocked her door, but when she opened it she saw Bonnie, Chica, and Freedy Fazbear standing there looking at her, also looking like their game counterparts now.

In Bonnie's hands was a Golden Freddy animatronic. Were they about to stuff her inside of that thing?

Freddie motioned for Chica and Foxy to grab Sweetie Belle. The two animatronics held her by the arms as Bonnie slowly approached her with the Golden Freddy costume. Sweetie Belle struggled as much as possible, but the animatronics had too good of a hold on her. This was it, she was going to die now, unless her last resort worked. She took a deep breath and screamed at the top of her lungs…

“RARITY!!!!!!”

Immediately, Sweetie Belle felt someone shake her. She opened her eyes and looked to see Rarity looking at her with a worried expression.

“R-Rarity…!” Sweetie Belle sobbed. Rarity immediately pulled her sister into a loving embrace.

/I knew us going to that place was a bad idea./ Rarity said, /You had a nightmare, didn't you?/

/It was horrible! T-the animatronics followed us home, and they were going to put me in a Golden Freddy suit! I tried to run away, but-/ she broke down, unable to finish. Rarity stroked Sweetie Belle's back in a comforting manner lightly shushing her.

/It's okay, little sister. It was just a dream. Those monsters can't get you now./

/Could you sleep in here with me?/ Sweetie Belle asked, /I can't get to sleep on my own./

/Certainly./ Rarity said with a smile, /I'll protect you from the animatronics tonight./

/Thank you./ Sweetie Belle said. Rarity kissed Sweetie Belle on the forehead and then lied down on the bed next to Sweetie Belle. It was a smaller bed, but thankfully it was long enough for Rarity to lie down on comfortably. As long as they got close they'd be fine, which was perfect as Sweetie Belle had no intentions of letting her sister got for the night. She was her own personal teddy bear now.

/I love you Rarity./ Sweetie Belle said as her eyes got heavier.

/I love you too, Sweetie Belle./ Rarity said, holding onto her sister tightly.

Day 4

“Are you sure XANA's going to attack the birthday party?” Dash asked. Rarity had asked everyone to come to her house so they could discuss their plans for tomorrow.

“It makes sense, doesn't it?” Rarity asked, “XANA tends to target students of Canterlot High most. Also, we have siblings who are going to be there.”

“I have to admit, it would be weirder for XANA not to attack,” Twilight stated, “Fluttershy, what do you think?”

“I checked the composition of the animatronics, and it seems like XANA could hack his way into them,” Fluttershy said from Twilight's lap top, “Though, as we've seen, he's not limited to mechanical objects.”

“Yeah, remember when he took over that stuffed bear and made it go King Kong on the school?” Pinkie Pie asked.

“Ah thought we agreed ta never bring that one up again...” Applejack groaned. She was still embarrassed as she made a complete fool of herself trying to get everyone to evacuate the school.

“But that does tell us something,” Twilight said, “XANA wouldn't be limited to just the basic functions of the animatronics. If he does attempt to take control of them, we'll need to be careful.”

“Ah sorta wish Apple Bloom wasn't goin,” Applejack said, “Ah mean, Ah hope we're wrong here, but...”

“We've been right so far,” Rarity said, “There's no reason to believe XANA will break pattern now.”

“XANA isn't like me,” Fluttershy said, “He's a machine in the truest sense. If he sees an opportunity, he'll take it no matter what. The good news is, like a machine, he won't try the same thing if he sees it doesn't work.”

“So if XANA does try something, we just stop him, Return to the Past, and then come back and enjoy the party, right?” Dash said resting her feet on the table, “Piece of cake.”

Rarity gave Rainbow Dash a sharp look, prompting her to remove her feet from the table and look down in shame.

“Sweetie Belle is with her friends right now,” Rarity said looking to the side, “Ooh, maybe I should tell her not to go...”

“Is she still afraid of the animatronics?” Twilight asked.

“Dah, she had bad nightmare last night too. Woke up in tears,” Rarity said biting her lip.

“She'll get suspicious if you tell her not to go,” Dash said, “If her older sister tells her something like that, she's going to get worried.”

“But if XANA attacks tomorrow she should be worried, right?” Rarity asked.

“It still needs to be her decision,” Twilight said, “If she does decide to go though, you'll just have to go with her.”

Rarity hated the idea of letting Sweetie Belle go to the party. The one thing worse than not knowing when XANA was going to attack was knowing exactly when he was going to attack, but being powerless to stop it.

Applejack took Rarity's hand into her own, “Ah'll be there too,” Applejack said, “We can keep an eye on everyone tagether.”

“We'll all be there,” Dash said putting her arms around Applejack and Rarity, “I promise, if Sweetie Belle goes to the party, we'll all chip in to keep her safe.”

Rarity looked over at Twilight, Pinkie Pie, and Fluttershy, who all gave her looks of confirmation too. She still wanted Sweetie Belle to stay home, but she felt better knowing that her friends would help keep Sweetie Belle safe.

Rarity waited until Sweetie Belle got home and settled in before she confront her. She knocked on her door lightly, just in case she was still jumpy.

/It's open./ Sweetie Belle said from inside. Rarity walked into the room and saw Sweetie Belle lying on her bed with an unreadable expression on her face.

/About tomorrow…/ Rarity started.

/I thought about it… and I still want to go./

Rarity thought she would say that. Still, regardless of what the others said she had to try and talk her out of this.

/Why? Are you going because your friends are going?/ Rarity asked.

/That's part of it./ Sweetie Belle admitted, /But the other reason is Diamond Tiara./

Rarity pursed her lips, /Sweetie Belle…/

/You don't know what its like./ Sweetie Belle said sitting up now, /You've never been teased like I am. Diamond Tiara already has enough ammunition with me coming from a foreign family, and sometimes slipping up and speaking Russian in mid class. All she would need is one more thing and my life is over./

Rarity sighed and sat down next to her little sister, /You're wrong, you know. I do know what it's like to be teased horribly./

/What? But you're so cool and pretty./ Sweetie Belle said, visibly surprised by her sister's statement.

/Well thank you, but when my family and I moved here to America, I at first spoke horrible English./ Rarity explained, /It was so bad that I had to be held back a grade because of it./ I… still have trouble with some words,” Rarity continued in English, “Big words, and so many unnecessary words that add nothing to sentence, its all so much to keep up with. I'm better now, as you can see, but people can still tell English is not first language.”

Rarity put her arms around her sister, /The point is, I've been where you are,/ she continued, /Which is why… I'm not going to tell you not to go./

/You're not?/ Sweetie Belle asked.

/I'll just have to go with you./ Rarity said slightly begrudgingly.

/Thank you so much, Rarity!/ Sweetie Belle said hugging her older sister, /You're the best!/ For the record though, your English isn't that bad.”

“Well, having American friends helps,” Rarity said, happy that the mood lightened. Hopefully her sister could have good dreams tonight.

After putting her sister to bed, Rarity called Applejack.

“Well? What's the news?” Applejack asked.

“She's still going,” Rarity said with a sigh.

“Yeah, so is Apple Bloom,” Applejack said sighing also, “Don't worry. If XANA does try somethin, we'll be ready.”

“I hope so,” Rarity said, “If XANA hurts Sweetie Belle, I swear I'll kill him myself!”

“That goes double fer me,” Applejack said, “Let's get some rest. We got a big day tomorrow.”

“Right. Good night, AJ. Pleasant dreams,” Rarity said lovingly.

“Night Rares,” Applejack said lovingly. Rarity kissed the receiver before hanging up her phone and lying on her bed. XANA was lucky that they still needed to materialize Fluttershy. If it weren't for that, she'd go right to that computer and turn it off her own damn self.

Day 5

The walk to the birthday was a quiet one. Neither sister was in a completely good mood, for different reasons. Rarity because of the dread of knowing that XANA was going to act, but not knowing when. Sweetie Belle because she just knew something concerning the animatronics was going to happen. It was a good thing this wasn't either of their birthdays, because neither one felt really happy.

/Well, here we are./ Rarity said, /Not too late to change your mind./

/No Rarity, I'm going./ Sweetie Belle said somberly, /Will you stay with me the entire time?/

Shoot. She hadn't put that into consideration. Sweetie Belle was too afraid to be by herself for too long, but she might have been needed on Lyoko. She thought hard about it before answering her little sister.

/Of course,/ Rarity said with an inward sigh, /I'll stay with you./

Sweetie Belle finally smiled and hugged her older sister, /Thank you Rarity. I love you./

Rarity returned the smile and hugged her sister, /Your welcome, Sweetie Belle. I love you too./

Her friends might not like it, but her sister needed her. She wouldn't be missed on Lyoko too much anyway.

When they walked in, the party had already kicked off. The animatronics were already on stage performing, Foxy probably behind his curtain waiting for his turn to perform.

“Hey, Sweetie Belle!” Scootaloo called out. She and Apple Bloom ran over to Sweetie Belle and Rarity, “We thought you weren't gonna make it.”

“Sorry guys,” Sweetie Belle said averting her eyes, “It took longer to get ready than I thought.”

“Why? Was Rarity takin her time in getting ready or somethin?” Apple Bloom asked. Truth was, Sweetie Belle was the one who took longer, as she was terrified of coming. Rarity wasn't going to let her be outed like that though.

“Dah,” Rarity said, surprising Sweetie Belle, “Looking as beautiful as me takes time and effort. Children wouldn't understand.”

“Whatever,” Scootaloo dismissed, “Sweetie Belle, we're sitting over there with Applejack and Rainbow Dash. We'll wait for you there.”

“A-alright,” Sweetie Belle said. When her friends ran off, Sweetie Belle turned to Rarity, “Rarity...”

“No reason for your friends to know how afraid you are,” Rarity said, winking. Sweetie Belle smiled and skipped over to the table, where Diamond Tiara and Silver Spoon had just sat down.

“Well, look who finally decided to show up, Silver Spoon,” Diamond Tiara taunted, “Scaredy Belle finally worked up the courage to leave her hiding place.”

Silver Spoon laughed, “That's so funny, Diamond Tiara!”

“I wasn't scared,” Sweetie Belle defended as Rarity walked over to the table, “My sister just took forever in the shower.”

“I bet you were just hiding in your bed,” Diamond Tiara said shrugging her shoulders, “Afraid you'd end up like the bite of 87?”

“What about you?” Rarity asked placing a hand on her sister's shoulders, “Did you play game without being scared first time?”

That seemed to shut Diamond Tiara up, as she just grumbled and stormed off back to her table with Silver Spoon. All the girls sitting there applauded Rarity as she sat down.

“Damn girl,” Dash said, “Talk about brutal.”

“Sorry,” Rarity said, “But I couldn't stand to let girl tease sister,” Rarity looked around, wondering where the rest of their team was.

“Yer wonderin where Twilight an' Pinkie Pie are?” Applejack asked, “Pinkie Pie stepped out to get some more soda, an' Twilight's back at you-know-where keepin an eye on you-know-what.”

“Ahh,” Rarity said, “Well good. Twilight can warn us if you-know-who does anything.” Sweetie Belle, Apple Bloom, and Scootaloo looked at the older girls in confusion.

“What the heck are you talking about?” Scootaloo asked.

“Don't worry about it, Scootaloo,” Rainbow Dash said, “Hopefully it won't be a problem.”

In the Forest Sector of Lyoko, red electricity moved through the cables leading to the furthest tower in the sector, which gained a red aura.

“Twilight!” Fluttershy called out on the computer screen, “XANA just activated a tower!”

“I knew he'd attack,” Twilight said in front of the super computer, “XANA, you are too predictable. Now, let's see if we can stop this,” Twilight pulled out the phone app on her computer and called Pinkie Pie.

Pinkie Pie had just left the store as her phone rang, “Yeah Twilight?”

“XANA activated a tower,” Twilight said, “Can you get the others and come here to the factory?”

“Sure thing, Twilight,” Pinkie Pie said, dropping her bags and running to the pizza shop. She'd buy more soda when they got back from Lyoko. This was way more important than the sodas.

Inside the pizza place, Rainbow Dash's phone rang. When she saw who it was, she stepped away from everyone to answer it.

“Is it time?” Rainbow Dash asked.

“It is,” Twilight said, “XANA just activated a tower in the Forest Sector. Fluttershy is moving to another tower that's close to it right now.”

“Got it,” Dash said. As soon as she hung up, she looked at the curtain and saw Foxy walk out of his curtain. That wasn't missed by Sweetie Belle, who grabbed Rarity's arm tightly.

“Rarity...” Sweetie Belle said. Rarity looked at Foxy closely as a kid walked over to the animatronic and took his hand smiling. Foxy looked down at the child, and Rarity saw his eyes shift to the XANA symbol.

“Get away from it!” Rarity called out, catching everyone's attention. The animatronic reached for the child, but Rarity jumped out of her seat and ran over to the animatronic. The kid stepped away as Rarity grabbed Foxy's hand, but Foxy grabbed her by the neck and held her up.

All the kids started screaming.

“Foxy's been possessed!” Diamond Tiara cried out.

“We have to get out of here!” Silver Spoon added. Everyone tried to run to the doors, but they somehow locked electronically right when they reached them. Scootaloo grabbed the door and tried to force it open, to no avail.

“We're trapped inside!” Scootaloo cried.

“What're we gonna do?!” Apple Bloom asked.

“Rarity!” Sweetie Belle shouted, looking at her sister. She ran over to Foxy and started pounding his stomach, “Let her go Foxy! Let my sister go!”

Foxy threw Rarity aside into a table, and then turned to Sweetie Belle. Sweetie Belle backed away, bumping into Chica, who also had the XANA symbol in her eyes.

Applejack put on her skates and ran over to Chica, tackling her with everything she had and knocking her back. Rainbow Dash took that as her chance to grab Sweetie Belle and pull her to the side. She then pulled out her cellphone and called Twilight again.

“Hey Twilight,” Dash said, “We've got a problem.”

Pinkie Pie reached the door and tried to open it, surprised to see that it was locked. Her phone rang at that very moment.

“Twilight, the door's locked,” Pinkie Pie said, “I can't get in.”

“Dash just told me,” Twilight said, “Change of plans, you have to come here to the factory on your own.”

Pinkie Pie didn't want to admit it, but the idea of going into Lyoko alone scared her. She hated going into Lyoko on her own, as her fighting style wasn't the best for fighting on her own. She was better at support. Right now though, she was the only one who could get Fluttershy into the tower safely.

“I understand,” Pinkie Pie said, “I'll be right there.”

Pinkie Pie took a deep breath and ran to the factory. Hopefully Fluttershy would be close to the tower.

Back in the pizza shop, the kids were all gathered in the security room. For some reason there was limited power as if something was sapping it. The thing that scared Sweetie Belle was that the security room looked just like the one in the game.

“Is this a prank to try and scare us, Diamond Tiara?” Scootaloo asked.

“No way!” Diamond Tiara said, “I'm telling you, this wasn't a part of the party!”

“Rares, are ya okay?” Applejack asked as Rarity finally sat up.

“I'm fine,” Rarity said, “What's going on?”

“We're stuck in the security room,” Dash said, “Pinkie Pie's going into Lyoko.”

“By herself?” Rarity asked.

“She ain't gotta choice,” Applejack said, “We're trapped inside the pizza place.”

Rarity got up and walked over to Sweetie Belle, who was sitting by a corner by herself.

/Sweetie Belle? Are you okay?/ Rarity asked.

/Rarity…/ Sweetie Belle said looking up at Rarity with the saddest expression.

/It's going to be okay./ Rarity said putting a hand on her shoulder, /My friends are going to save us./ Rarity got up and walked over to the security cameras, “I'll keep an eye on animatronics from here,” Rarity said.

“Looks like XANA's usin the power in here ta keep us locked in,” Applejack said over Rarity's shoulder, “We gotta save power.”

“Is this just like the game?” Scootaloo asked.

“If so, we can help,” Apple Bloom added, “We got all the way through the game.”

“Ah'm sure it'll be fine,” Applejack said, putting her attention to the camera along with Rarity. Hopefully Pinkie Pie could get Fluttershy to the tower before they ran out of power.

The elevator opened up behind Twilight, and Pinkie Pie ran inside.

“How bad is it?” Pinkie Pie asked.

“Pretty bad,” Twilight said, “It looks like XANA has taken control of all four animatronics, and he's using energy from the main generator to keep them all locked in. The good news is that once he runs out of power the whole place should open up.”

“The bad news?” Pinkie Pie asked.

“The bad news is that once that happens the whole place should open up,” Twilight continued, “including the room they're all hiding in. Every action they take is going to eat away at their power.”

“This sounds eerily like the game,” Pinkie Pie said folding her arms.

“Trust me, the irony wasn't lost on me,” Twilight said, “Fluttershy tried to position herself as close as she could, as usual going into a tower. I'll transfer you right in front of it.”

“Alright, I'm going in,” Pinkie Pie said running back to the elevator and going into the scanner room. She sent Twilight a text letting her know when she was ready.

“Transfer Pinkie Pie!” Twilight said as Pinkie Pie stepped into her scanner, just before it closed.

“Scanner Pinkie Pie!” Twilight continued, scanning Pinkie Pie and connecting her to her cat girl avatar, “Virtualization!”

She pressed the enter key, and Pinkie Pie disappeared from her scanner. A few seconds later in Lyoko's Forest Sector, Pinkie Pie took form in the air, and landed right in front of the tower making her usual “nya” sound. Fluttershy emerged from her tower right then and ran over to Pinkie Pie.

“Looks like it's just us today, Fluttershy,” Pinkie Pie said.

“It'll be fine,” Fluttershy said, “Twilight, can you find us the safest route?”

“That's not going to be easy,” Twilight said from the real world, “The pathway is pretty straight forward, and we're short on time anyway.”

“In that case, we'll just have to charge through!” Pinkie Pie said, “Let's go, Fluttershy!”

Fluttershy nodded, and the two girls began running to the tower, Pinkie Pie in front as she was running on all fours. As they ran, two bloks started following them shooting their way.

“Pinkie Pie! Two bloks behind you!” Twilight said.

“Yeah, I felt them coming,” Pinkie Pie said, “Rarity is better at fighting those things than me!”

“I might be able to slow them down!” Fluttershy suggested. Pinkie Pie immediately knew what she meant.

“Fluttershy, no!” Pinkie Pie urged, “Changing the environment takes too much memory!” Pinkie Pie stopped running and turned in the direction of the bloks, “I'll make due!”

Pinkie Pie rolled into a ball and tackled the first blok, hitting it right in the eye and knocking it back. She used the momentum to do a homing attack into the second one actually destroying it, but the first blok fired right into her back knocking her forward.

Pinkie Pie: 70 HP

As she was on a narrow passage way, she almost fell off the side into the digital sea. Thankfully though she caught herself right before falling. Once she stood up, the blok started firing at her again, but she jumped to the side out of the way and then jumped over to the blok.

“Homing Attack!” she shouted, hitting the blok in the eye this time killing it. Once that was done, something else started firing at her. She looked and saw a krab walking over to her and Fluttershy.

“Damn it XANA! Quit sending monsters I have trouble with!” Pinkie Pie cried running over to Fluttershy, “We gotta move, now!” she urged.

“Right behind you!” Fluttershy said, running after her much faster friend. High heels were not running shoes. Sad as Pinkie Pie also wore high heels, but that didn't count as she ran like a cat anyway.

On Twilight's radar, she saw Pinkie Pie and Fluttershy about to run into a megatank, which was stationed right in front of the activated tower.

“Pinkie Pie, remember when you asked XANA to stop sending monsters you hate fighting?” Twilight asked.

“Let me guess, he sent a megatank, didn't he?” Pinkie Pie asked.

“It's waiting for you right in front of the tower,” Twilight said jokingly, trying to lighten the mood for everyone.

“Ugh! Twilight! I'm not a good pick for this level! Switch me out for one of the other characters!” Pinkie Pie whined, as usual comparing Lyoko to a video game of sorts.

“No such luck,” Twilight said, adding to the joke, “You just need to get good, Pinkie Pie.”

“Both you and XANA are made for each other,” Pinkie Pie groaned. Twilight laughed and put her focus back on another screen, where she saw that the pizza shop was beginning to run low on power.

In the security room, Diamond Tiara saw Bonnie walking down the hall toward them. She immediately pushed the button closing the security door, but had to open it once Bonnie left.

“This is not fun!” Diamond Tiara whined.

“Like, totally the worst birthday party ever!” Silver Spoon whined from the opposite side.

“Hey, quit complaining,” Dash ordered, “We're all tense right now, and you two crying is only making things worse.”

“Rares, how we lookin on power?” Applejack asked Rarity.

“Already down by fifty percent,” Rarity said, “Thankfully I have Bonnie, Chica, and Freddy's locations, but I can't find Foxy anywhere.”

“If its like the game, he's probably with his ship,” Apple Bloom said, “He'll come out if ya don't keep an eye on him, but also if ya look at him fer too long.”

“This ain't the game, Apple Bloom,” Applejack shot, “These things are the real deal.”

“But they're actin like they do in the game,” Apple Bloom said, “We're even in the main room of the game on limited power.”

“I think using the game logic to get through this is smart,” Dash said, “It'll give us a base to work off.”

“Sheesh,” Applejack said shaking her head, “Ah swear, we get outta this, Ah'm never playin Five Nights at Freddy's again! Ah don't care if they make three sequel ta the game.”

“Sweetie Belle, are you okay?” Scootaloo asked her silent friend, “You've been quiet this entire time.”

“Scardey Belle is probably just afraid,” Diamond Tiara taunted, “If you were going to cry, then you should have stayed home.”

Sweetie Belle apparently snapped at that moment, because she stood up and glared at Diamond Tiara.

“You know what?! Yes, I am afraid! I'm terrified right now, because the animatronics went crazy just like in the game! If any of them get in here, they're going to kill us, and we can't over power them! Excuse me for being scared for my life right now, and being on the verge of tears because I don't want to die!”

At that moment, Sweetie Belle fell to her knees and broke down. Rarity immediately got up and ran over to her sister embracing her, speaking soft Russian to her to calm her down a bit before glaring at Diamond Tiara.

“If you feel so indifferent about issue, we could send you outside to investigate,” Rarity said seriously, “See how long you last against Bonnie.”

“Y-you're joking right?” Diamond Tiara asked.

“Keep making fun of my sister for being afraid, and see if I'm joking,” Rarity said narrowing her eyes a bit. Diamond Tiara stepped away from Rarity and walked off by herself. It may have been her birthday, but quite frankly Rarity didn't care. She was sick and tired of her making fun of Sweetie Belle for being afraid.

“Sweetie Belle, we're sorry fer draggin ya inta this,” Apple Bloom said.

“Yeah, we didn't know you were so afraid,” Scootaloo added, “If we had, then-”

“No,” Sweetie Belle said letting go of Rarity and wiping her eyes, “I wouldn't want you guys to be stuck here alone. We're best friends, so we have to stick together.”

“That's right, best friends,” Scootaloo said with a smile. She, Apple Bloom, and Sweetie Belle hugged. As they watched the three girls embrace, the older kids all heard something metallic walking nearby. Applejack turned around and saw Bonnie standing by the window looking right at them.

“Shit!” Applejack shouted, skating over to the door and slamming the security door button and closing it. She looked to the side and saw Freddy walking up the other window, “Someone get that one too!”

“On it!” Rainbow Dash said rushing over to that door and closing it, “Hey, check the security cameras”

Rarity nodded and ran to the camera controls, where she looked around searching for all the animatronics.

“Chica is in party room number 3,” Rarity said, “Foxy hasn't left his ship yet, as far as I know.”

“Damn it, Pinkie Pie better hurry up,” Rainbow Dash said, “At this rate we might not survive the first night.”

That was true, as just by activating the security doors like that they lost about thirty percent juice from the main generator.

Pinkie Pie and Fluttershy stopped a bit in front of the tower, as the megatank rolled up to them. It opened up and fired at the two girls, forcing them to jump in separate directions.

“Twilight, we have a problem!” Pinkie Pie said as the krab walked up to them from behind and stopped, “I'm literally stuck between a rock and a hard place!”

“That's all we need,” Twilight groaned, “Dash just called me, too. They're running out of power in the pizza place. Fluttershy needs to get into that tower like now!”

“Twilight, I can help Pinkie Pie defeat one of them,” Fluttershy said, “If I use my power I I can defend her from the megatank so she can destroy the krab.”

“What about the amount of memory that uses?” Twilight asked.

“It'll be alright,” Fluttershy said, “Trust me.”

“Mmm...” Twilight really hated this, but there wasn't much she could do except trust them, “Alright, fine, but be careful.”

Fluttershy held her hand out toward the megatank and began singing. Underneath the megatank, the ground began to digitally vanish. The megatank rolled back away from Pinkie Pie, who then jumped into the air toward the krab.

“Homing Attack!” Pinkie Pie shouted, hitting the krab right in the head and killing it. The megatank caught himself and began firing at Pinkie Pie, who rolled to the side just in time.

“Pinkie Pie, Fluttershy is still in danger!” Twilight cried out.

“I'll take care of it!” Pinkie Pie said running over to Fluttershy, and pushing her out of the way just in time before the megatank fired at her, “Fluttershy, run to the tower! Hurry!”

Fluttershy nodded and ran as fast as she could to the tower. At her sides two kankrelats walked up to her and started firing at her as she ran.

“Oh, you wait until now to send monsters I can kill?!” Pinkie Pie shouted rolling into a ball. She did her spin tackle at the kankrelat on Fluttershy's left killing it. As Fluttershy continued to run to the tower, the megatank rolled to Fluttershy's back and charged up its attack.

“Not letting that happen!” Pinkie Pie shouted running in the way of the attack, and taking the full brunt of it.

Pinkie Pie: 0 HP

She devirtualized right as Fluttershy reached the foot of the tower, fazing into it.

Back in the pizza shop, the power finally failed, and all the security doors opened up.

“Shit!” Dash shouted.

“Dash, look!” Scootaloo exclaimed, pointing to the door, where they saw Freddy and Bonnie standing right at the entrance. They turned around and saw Chica and Foxy standing at the other door.

“Fluttershy, if yer gonna deactivate this tower, do it now!” Applejack shouted.

Fluttershy ran to the center of the tower, and floated up to the platform above her. When she landed, she ran over to the main control panel and began typing on the holographic keyboard to break the security on the tower.

Dash was thrown into the back wall by Bonnie. Applejack picked up a wooden board and tired to whack Chica with it, but she grabbed the board and threw Applejack out of the security room as Foxy grabbed Sweetie Belle and picked her up.

“RARITY, HELP ME!!!!” Sweetie Belle screamed.

“SWEETIE BELLE!!!” Rarity shouted running toward Foxy. Freddy grabbed Rarity's arm though and held her, “Let me go XANA!!! Let me GO!!!!”

Foxy opened his mouth and slowly brought the struggling preteen's head to his mouth, as if about to actually bite it. Sweetie Belle screamed, and all the kids covered their eyes as to not see the gruesome image they were about to witness.

“NYET!!!!!!” Rarity screamed in horror. It was too late. She couldn't save Sweetie Belle in time. XANA was about to…

Fluttershy placed her hand on the holographic touch screen in front of her.

FLUTTERSHY

CODE

LYOKO

All the animatronics froze, including Foxy, who stopped just short of biting into Sweetie Belle's head. Rarity pulled out of Freddy's hold and grabbed her sister holding her as they both cried.

/Rarity… I almost…/

/Shh… it's alright now…/ Rarity sobbed, /You'll forget this horrible nightmare soon, I promise…/

Fluttershy looked down into they abyss as the coding on the walls flowed into the abyss below. There was a bright light, followed by a white flash shooting out of the abyss and into the real world.

In the factory, Twilight pushed the enter key, “Return to the past, now!”

The entire world was engulfed in a white light, returning them all to where they were twenty four hours from that point, hitting Rarity and Sweetie Belle last.

“Spasibo, Fluttershy...” Rarity said, smiling through her tears.

This time, Rarity actually did take forever in the shower, but they still arrived at the party at the same time as last time. When they got to the pizza place, Rarity saw her friends all sitting at the table waiting for her, this time including Twilight and Pinkie Pie.

“Glad ya decided ta join us,” Applejack said.

“Lady must look her best,” Rarity said with her nose to the air, “Being as beautiful as me takes time.”

“Hey Sweetie Belle, are you okay?” Scootaloo said walking over to Sweetie Belle with Apple Bloom, “You look a little tense.”

“It's just… seeing the animatronics like this...” Sweetie Belle said looking at the ones performing on stage, “They seem so...”

“Yeah, it is sorta unnervin,” Apple Bloom said, “But Pinkie Pie said that they can't go haywire, right?”

“That's right,” Pinkie Pie said, “Twilight made a program that allows us to remotely control their actions. In fact, if you look over to Foxy's ship now...”

Everyone looked, where they saw Diamond Tiara and Silver Spoon walking past said ship. Twilight opened her lap top, where Fluttershy was seen on screen.

“Okay, do it Fluttershy,” Twilight whispered. Fluttershy nodded giggling, and vanished from the screen. A second later, Foxy shot out of his ship, growling in a way that included a girl's scream in the background. Diamond Tiara screamed too, jumping into Silver Spoon's arms.

“NO!!! DON'T GET ME FOXY!!!” she screamed. A second later, everyone in the pizza shop started laughing, including Sweetie Belle, who realized that Foxy only did that because Twilight told him to. Intrestingly enough, Foxy looked like he was laughing too.

“Still scary, Sweetie Belle?” Rarity asked her little sister, who shook her head.

“Nope. Actually, I think as of this moment, Foxy is my favorite animatronic here,” Sweetie Belle said. Twilight looked at Foxy, mouthing out “thank you”. Foxy nodded to Twilight, and then got back in his ship, where Fluttershy disconnected with the animatronic.

Soon, Twilight thought, you'll be partying with us in person, Fluttershy.

06: For My Friends

Theme Song: A World Without Danger

06: For My Friends

In an absolutely, yet sadly, rare situation everyone was available to stop this latest attack from XANA. With such a large group is was hard to coordinate their schedules to deal with immediate threats, but it also made it easier to keep the populace safe.

Though things were so bad this time around that Twilight was happy that everyone was available.

In Lyoko's Desert Sector, everyone was scattered around dealing with the monsters they were best at fighting while still supporting one another. It was amazing how quickly the six of them learned how to work so well together. Applejack was with Rarity dealing with the two krabs that were guarding the tower, Applejack firing at the krab in front of her walking forward while Rarity blocked her opponents attacks with her sword and deflected them back.

Rainbow Dash and Pinkie Pie were close together too, as they were good support for one another when dealing with hornets. The flying monsters fired at Dash, but she did a series of back flips out of the way as Pinkie Pie ran forward, jumped into the air, and hit one hornet with her Homing Attack, leaving three more.

Rainbow Dash stood up and did a hand sign, “Shadow Clone!” she shouted as two clones of herself appeared from behind her as if they were always there. The three Dash's rushed over to the remaining two hornets using their super speed. One hornet fired at the Dash on the left destroying her instantly, while the one on the right was shot down when she jumped up ready to strike. The real Dash slid underneath the monsters on her knees and threw two kunai at the hornets, killing them.

Rarity and Applejack stood close to one another, letting the krabs get closer to them. Once they were close enough, Applejack boosted Rarity into the air, and she came down on top of the krab on the right thrusting her sword into its head. She jumped off right before it exploded.

At the same time, Applejack shot at the legs of her opponent forcing it to fall over. She then walked over to it, pointed her shot gun right at the head of the krab with one hand, and shot it point blank killing it.

“Fluttershy, do it now!” Applejack commanded. She had become somewhat the leader of their group unofficially, as everyone listened to her suggestions and she was actually the best fighter on the team.

Fluttershy ran from behind her hiding place and sprinted as fast as she could to the activated tower, fazing into it.

Inside the tower, Fluttershy ran to the center, and allowed herself to be lifted straight up to the platform above her. When she landed she ran to the holographic keyboard and began hacking her way into the security of the tower.

Once that was cleared, the touch screen appeared before her. She placed her hand on the screen to finish up.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy said in relief as she looked down into the abyss. The numbers on the wall lowered into the darkness, and a bright light shined below, followed by a white flash that shot out of the tower and Lyoko.

Back in the real world, Twilight finished running her program and pushed the enter key, “Return to the past, now!”

The entire factory and town was engulfed in a bright light, and Twilight found herself back in her bedroom waking up, which was where she was twenty four hours prior to XANA's attack.

She stretched as she sat up, “Boy, that was a close one, right Applejack?” Twilight asked her roommate. When she looked though, she didn't see Applejack lying there. In fact, her bed looked neat. Applejack wasn't horribly messy, but if she had just gotten up her bed wouldn't have been made.

“Maybe she woke up earlier,” Twilight reasoned. She was already up when Twilight woke up before the attack, so maybe that still applied. Twilight's desktop computer beeped alerting her that Fluttershy was trying to reach her. Twilight walked over to her computer and pulled up the Lyoko app.

“Good, you made it back safely,” Fluttershy said, sounding oddly relieved.

“Was there a reason why I shouldn't have?” Twilight asked.

“Well, you know how I always check on everyone after an attack?”

“Yeah, I know,” Twilight said. Fluttershy had recently begun checking on everyone via facebook right after returns to the past, as there had been many scares with XANA doing something right after clearing a tower. It was nice, as it reminded everyone that Fluttershy was always there protecting them. She couldn't fight, but she was still somewhat their guardian in Lyoko taking on a motherly or big sister role on the team.

“Well, I sent messages to Applejack, Rarity, Rainbow Dash, and Pinkie Pie, but they haven't messaged me back yet,” Fluttershy said, looking worried.

“Well, it is really early over here,” Twilight said, “Maybe they just haven't logged on yet.”

“Pinkie Pie is always logged on though,” Fluttershy said, “and I messaged her first. Have you seen Applejack yet?”

Twilight shook her head, “She wasn't in the room when I woke up, and her bed looks like it hasn't been touched in days.”

“Twilight, I'm getting worried,” Fluttershy said.

“It's still too early to tell if anything is up,” Twilight said, “Even if I'm getting a bit tense too. I have to get ready for class. I'm bound to run into them, so I'll see what's wrong.”

Fluttershy sighed anxiously, but nodded all the same, “I know it might be inconvenient, but please keep your phone connected, so you can tell me if you learn anything.”

“I will,” Twilight said, “Talk to you later.”

Fluttershy nodded, vanishing from Twilight's computer screen as it disconnected from Lyoko. Twilight's heart was racing a bit now. Were her friends okay?

They did come back from Lyoko, right?

As the day went on, Twilight's anxiety turned into full on dread as it became more and more apparent that something was wrong. Rarity wasn't in math class, she didn't run into Pinkie Pie in the halls at all, no one was in gym class, and Applejack and Rainbow Dash missed homeroom. When Twilight went to lunch and saw that no one was there she got really worried.

“Fluttershy, you were right,” Twilight said to Fluttershy on her iphone, “I've been all through school today, and I haven't seen anyone.”

“I was afraid of this,” Fluttershy said, “They might still be somewhere on Lyoko. I'll search around. Come to the factory after school.”

“O-okay,” Twilight said, the reality finally hitting her. Her friends were gone. It was taking all of her power to not freak out right now.

“Twilight, we'll find them,” Fluttershy said, apparently sensing Twilight's tension, “I promise.”

“Right,” Twilight said forcing a smile, “We'll find them.”

Fluttershy reluctantly disconnected, leaving Twilight alone, truly alone. She looked around at her table, where her friends would usually be sitting, almost seeing them there.

“Applejack… Rainbow Dash… Pinkie Pie… Rarity...” Twilight said softly to herself as her eyes began to water, “Where are you…?”

In the Desert Sector, Fluttershy began her search running through the sand dunes toward their last fight. When she didn't see any signs of them there, she ran to the way tower and transferred to the Ice Sector. She ran all around, once again seeing nothing.

“Ooh, where are you...” Fluttershy said, tapping her foot anxiously. When she confirmed that no one was there, she went back to the way tower and transferred to the Forest Sector. She wasn't going to stop until she found her friends. She could see that Twilight was really afraid.

She didn't like her special friend being upset.

“You wanted to see me, Principal Celestia?” Twilight asked stepping into the principal's office. Celestia regarded Twilight with a motherly smile.

“Yes Twilight, please have a seat,” Celestia requested. Twilight calmly sat down, not meeting eyes with her her principal and longtime friend, “Your teachers told me that you've been really upset all day, and that you were crying in science class today.”

“Y-yeah, I… um...” She was crying because Pinkie Pie was her lab partner, and going into class just reminded her that her friends might have been dead as far as she knew.

“Does this have anything to do with the unexcused absence of your friends?” Celestia asked. Twilight froze when she asked that. What could she say? She wasn't wrong, but she couldn't tell Celestia what happened. She'd never believe her first of all, and second of all if she did believe her she'd be in even more trouble.

“It does, doesn't it?” Celestia asked, “Twilight, what's going on? Are your friends in any sort of trouble? Are you in trouble?”

More than you know, Twilight thought. She wanted to tell Celestia so badly what was wrong, but she couldn't. XANA would target her if she knew, and that was assuming she wasn't forced to turn of the computer and say goodbye to Fluttershy and possibly her friends forever.

“You can tell me anything, you know,” Celestia said, “I'm sure there's nothing you're going through that I wouldn't understand.”

“I don't...” Twilight said, still not looking up at Celestia, “I don't know where they are,” she half lied, trembling as she did her best to hide her tears.

Celestia sighed, “I see. I asked because Rarity's parents called me. Apparently she wasn't at home this morning. You don't have any idea where they are? None at all?”

“No, I don't,” Twilight said, “If I knew where they were, I wouldn't be wasting time here in school. I'd be there searching for them.”

As her head was down, she didn't see the surprised look on Celestia's face, nor the proud yet saddened smile that quickly replaced it.

“Why don't you take the rest of the day off,” Celestia said, “You look like you need it.”

“Thank you, Principal Celestia,” Twilight said getting up and walking out of her office quickly. When she was alone, Celestia sat back in her chair and considered Twilight's actions.

“She and I are so much alike,” Celestia said picking up her cellphone, “Jon, could you keep an eye on Twilight for me? Yes, I'm pretty sure now.”

Twilight didn't go right to her room. Instead, she went outside so she could be alone. She leaned against a wall, fell into a sitting position, and broke down completely. She didn't think that she would cry as hard as she was right now, but after lying to Celestia like that she couldn't hold it in any longer.

The stress of their fight was getting to her, and she was beginning to wonder if she and her friends were biting off more than they could chew.

She felt someone sit down next to her. When she looked up, she saw Discord sitting there.

“Discord...” Twilight said softly.

“Hey there kiddo,” Discord said, “Worried about your friends?”

“Um… I...”

“It's pretty obvious,” Discord said, “No one knows where they are. Not even their folks. At the same time, you're clearly upset about something, and everyone in the school knows how close you are to your friends now.”

Twilight looked down, afraid that she was going to have to tell Discord about the super computer. He was nice and all, but he was still school faculty. She was surprised though when Discord wrapped his arm around her though.

“Discord?” Twilight asked, looking at the janitor's comforting smile.

“Crying about your friends isn't going to find them,” Discord said, “If there's something that you can do, then you should take the time you have and do it. Contrary to what most adults think, there are some things more important than school.”

Discord was right. She was given the rest of today off. Instead of sitting here crying, she needed to be at the super computer searching for her friends along with Fluttershy.

Twilight wiped her eyes and smiled at Discord, “Thanks Discord, you're absolutely right. There's someplace I need to be right now,” she hugged Discord tightly, and then stood up, “It might be asking a lot, but...”

“Don't worry, I'll cover for you,” Discord said waving it off, “If anyone asks, you're in town trying to clear your head.”

Twilight smiled and ran off to the factory. As she ran, Discord's jovial smile turned to a serious expression.

“I guess the rest is up to you,” Discord said to himself.

When Twilight arrived in super computer room she opened up the Lyoko radar to search for Fluttershy. She was surprised to see Fluttershy already in her home tower waiting for her.

“Twilight, I was just about to call you,” Fluttershy said, “I'm surprised to see you already in the computer room.”

“I was given the rest of the day off,” Twilight said, “Did you find anything?”

“I did,” Fluttershy said seriously, “I think I may know where the others are now.”

“Really? Oh, that's great!” Twilight said, feeling a sense of relief.

“Unfortunately, getting to them is going to be hard,” Fluttershy continued.

“What do you mean?” Twilight asked.

“Our friends… are still trapped in Lyoko, but they don't know it,” Fluttershy explained. Suddenly, that feeling of relief turned back to dread.

Applejack woke up in her bed, still tired from that last attack. It didn't matter if they were in virtual bodies when on Lyoko, she exerted real physical strength, and she needed to rest some more. Sadly, Vice-Principal Luna wouldn't allow that.

“Mmm...” Applejack stretched sitting up, “Kinda odd returnin ta the past an' wakin up, ain't it?” she asked Twilight, surprised when she didn't answer. Applejack looked at the desk and was relieved to see Twilight sitting at her computer working.

“Oh, yer already up?” Applejack asked Twilight, who turned around to regard Applejack with an oddly bright smile.

“Yep! I woke up a bit ago,” Twilight said cheerfully.

“Someone's in a good mood,” Applejack said, “Get close ta figurin out the materialization program fer Fluttershy?”

“Sadly no,” Twilight said getting up, “I'm just… so happy to see my best friend in the whole wide world is all.”

“Aw shucks,” Applejack said rubbing her nose with her finger, “Ah'm mighty happy ta see ya too, Twilight. Fightin XANA's pretty stressful sometimes, ain't it?”

“Yes, I'll be happy when we can be done with this fight for good,” Twilight said, “Why don't you go get ready for class? I'll wait for you here so we can go together.”

“Sounds nice,” Applejack said, “Ah'll take a quick shower an' get dressed.”

Applejack left the room feeling pretty good. She wasn't used to Twilight being so friendly, so that felt nice, even if it creeped her out a bit.

Back in the room thought, Twilight's expression changed completely once she was alone. Her smile faded into a sinister scowl, and she narrowed her eyes thinking about Applejack.

“I'll be so happy when we can be done with this fight… Applejack,” Twilight seethed, her eyes briefly showing a red XANA symbol.

“I don't believe it,” Twilight said, “XANA's recreated all of Canterlot!”

Fluttershy showed her an odd sphere in the mountain sector, where her friends signals were coming from. When she scanned the sphere, she saw a virtual recreation of her home town. It was near perfect too, so they wouldn't even be able to tell the difference.

“It probably happened when you did Return to the Past,” Fluttershy said, “XANA is getting stronger, to the point where he's able to recreate your home town.”

“This is terrible,” Twilight said, “Can we alert them? Get in contact or something?”

Fluttershy shook her head, “We're completely locked out from out here. Apart from going into the virtual field, there's nothing we can do to warn them.”

“How do we get in?” Twilight asked.

“I'd have to find the tower XANA is using to generate it and break the security. Once that's done, I should be able to get inside of there. The problem is though, the tower is heavily guarded, and in order to dispel the virtual field we'd have to disrupt the source from inside the field.”

“Which means someone would have to go inside the virtual field after the tower is deactivated,” Twilight reasoned.

“We have no choice,” Fluttershy said, “I'll go to the tower myself, deactivate it, and then go into the virtual field to rescue the others.”

“Hold on, that's too dangerous!” Twilight said, “XANA wants you to do this! There's no way you'd be able to get through all of that security by yourself!”

“I don't see any other options,” Fluttershy stated, “It's either that, or we lose the others for good. If XANA figures out how to get them into his scanners, we could lose them forever.”

“This is a trap, Fluttershy, and you know it. If you die, XANA wins,” Twilight said.

“Not if you shut down the computer right after my death,” Fluttershy said seriously.

“Forget it!” Twilight fussed, “I'm not letting you do this!”

“Twilight, please-”

“It's bad enough Applejack and the others are in danger, you expect me to be okay with you sacrificing yourself! I'd go in there myself before I-” Twilight stopped herself when she said that, realizing what needed to be done, “That's it...”

“What's it?” Fluttershy asked warily.

“I have to do it,” Twilight said, “I have to go into the virtual field…”

“Twilight, do you realize what you're saying?” Fluttershy asked, “You'd have to come here, to Lyoko!”

“It's the best option,”Twilight reasoned, “If I transfer in, I'll be able to keep you safe while you deactivate the tower. Then I can go into the virtual field and rescue the others.”

“Twilight, you've never been into Lyoko before!” Fluttershy said, “We don't know what you'll turn into! What if your form is like mine, without any good defenses? What if XANA does something to you while you're either here or in the virtual field? Twilight, you're human, you're not expendable like me!”

“Don't say that!” Twilight shouted, “You're not expendable, Fluttershy! You're my best friend, and I don't want to lose you!”

Fluttershy looked really taken aback hearing that.

“T-Twilight...”

“I was willing to go into Lyoko before to help my friends, but back then I was needed out here,” Twilight said, “This time, I am needed on Lyoko. Don't get me wrong, I'm terrified of going in there, but apart from you dying, I don't see any other option.”

Fluttershy sighed, grumbled, and groaned, clearly hating this idea, “Transfer in front of my tower in the Forest Sector. It's a way tower, so we can go straight to the Mountain Sector from here.”

“Fluttershy, thank you,” Twilight said relieved. Fluttershy sighed folding her arms.

“No Twilight, thank you. I... didn't know you cared that much about me... I'll… see you in a bit.”

With that Fluttershy logged off. Twilight wondered if she was angry. Probably a bit. This was the first argument they ever had. Still, Twilight wasted no time starting up the program to begin the transfer. Once she was sure it was ready, she stepped away from the computer and climbed down the ladder to the scanner room. She picked a scanner and for a few seconds just looked up at it.

“Don't worry everyone. I'll save you,” Twilight said going into the scanner. When she turned around, she saw the door close. No turning back now.

When the transfer process started up, things got really weird and scary. It was so bright inside that she had to close her eyes as energy flowed around her. She felt herself be lifted off the ground and spun around by some invisible force.

Back on the computer, a CGI image of Twilight was being rendered, but she was dressed in fancy robes.

There was a sudden surge of energy in the scanner, and a white flash that forced Twilight to squeeze her eyes shut tight from both the sudden flash and fear. She felt herself being pulled through a tunnel for a few seconds, yet she couldn't feel her body at all. Suddenly, she was in the air again, but she felt her body being put back together piece by piece from her head all the way to her feet. Once she was put back together, she was… dropped, right onto the ground.

Naturally, she screamed the whole way down.

She landed on her butt hard, surprised when she felt her clothes. For a nerd, she normally wore pretty short skirts, so the sudden added fabric threw her for a loop. Also, was she wearing high heels?

Before she could question anything else, she noticed someone standing over her holding out their hand. Twilight looked up and was awestruck.

“Fluttershy?” Twilight asked, her heart racing looking at her special friend in person for the first time ever.

“Hello Twilight,” Fluttershy said sweetly, “Welcome to Lyoko.”

Twilight felt flushed looking at Fluttershy's full form for the first time ever. Holy hell she was beautiful. It got even worse when she finally took Fluttershy's hand and was helped up. Fluttershy was actually an inch or two taller than her.

“This is what Lyoko looks like?” Twilight asked looking around, “It's amazing how real it all looks.”

“It is real,” Fluttershy said, “At least, to me it is. By the way, I'm impressed by your form Twilight.”

Twilight turned back to Fluttershy, who was giving her a somewhat coy smile. Twilight took a better look at herself. She was wearing an interesting outfit, consisting of a tight purple body suit which connected to pink tipped high heeled boots. Over top of that she wore a long silver and dark purple jacket like robe that was closed with a golden belt. Much to her embarrassment, the top of her robe was open, as was the top of her body suit, so there was no way of hiding her biggest secret, one that only Applejack knew.

She was sort of top heavy.

Twilight immediately realized where Fluttershy was looking and turned around in embarrassment covering her chest, “I know they're huge, okay! I usually wear special bras to hide it as much as possible!”

She heard Fluttershy giggle, and then felt Fluttershy's weight on her as she embraced her from behind.

“I've wanted to do this for so long, Twilight,” Fluttershy said, “There are so many things I wish we could do right now, but we don't have the time.”

“Right,” Twilight said turning to Fluttershy, “Let's go.”

Twilight followed Fluttershy to the tower and looked up in confusion. How the hell did you get inside of these things? There wasn't a door anywhere.

“You can just faze through the wall,” Fluttershy explained, “Watch me.”

She watched as Fluttershy calmly walked through the wall of the tower. Twilight took note and then followed after her virtual friend, who in person didn't seem like a virtual girl at all. Whoever made her was a genius.

She looked around at the interior of the tower as she walked over to where Fluttershy stood, oddly right at the edge of the platform.

“Do you like it?” Fluttershy asked.

“It's amazing,” Twilight said, “It's like stepping into a field of code.”

“That's sort of what a tower is,” Fluttershy explained.

“So… which way is it to the Mountain Sector?” Twilight asked, her heart falling to her stomach when Fluttershy pointed down, “You're joking, right?”

Fluttershy shook her head, “It'll be fine, Twilight. All you have to do is have an idea of where you want to go in your mind, and jump down, allowing the tower to take you to your destination.”

“Can we… go at the same time?” Twilight said shuffling nervously, “I know it's silly, but I'm really scared, and-” Fluttershy took her hand, stopping her instantly.

“Don't let go of my hand, okay?” Fluttershy said with a comforting smile. She was such an angel in person like this.

Twilight snapped herself out of her daze and nodded, allowing Fluttershy to guide her to the edge. If it had been anyone else, Twilight would have snapped, but she trusted Fluttershy with everything. Something about the air she gave off let Twilight know that everything would be fine.

The two of them dropped down into the abyss. Twilight felt like down became up for her, and in a few seconds she was lifted up onto another platform. When they landed, Fluttershy turned to Twilight with that angelic smile of hers.

“See? That wasn't so bad, right?” Fluttershy said. Twilight shook her head wordlessly and followed her friend back outside. She felt so weird looking at Fluttershy now, especially when she remembered that Fluttershy had seen her secret. Oddly, she was happy that Fluttershy could see her.

She had wondered before if she was, but now she was absolutely sure. She was falling in love with Fluttershy.

Outside in the Mountain Sector, Fluttershy and Twilight saw a few monsters flying around in the distance. They also saw a glowing sphere in the distance.

“That's the virtual field,” Fluttershy said pointing to the sphere, “In order to get you in there though, I have to get to that tower over there,” Fluttershy said, pointing to another tower that had a red aura. It was surrounded by monsters of different types.

“Based on what I've seen on the monitor,” Twilight said, “Those look like hornets flying around, three bloks, three krabs, and… a megatank.”

“Yes… that's a megatank,” Fluttershy said, apparently thinking the same thing as Twilight. Worst thing to have to fight on your first venture into Lyoko.

“Fluttershy, I don't know how to fight,” Twilight admitted, “I don't know what this form is supposed to be.”

“Do you feel like you can fight?” Fluttershy asked, Twilight nodded, “Okay then. When engaging the enemy, just do the first thing that comes to mind. I promise you, it'll be right.”

Twilight had no reason not to trust Fluttershy, so she accepted that as they ran over to the enemies. Twilight, realizing that she had to protect Fluttershy, continued past where Fluttershy stopped and looked up at the hornets flying around.

“Just do what comes naturally,” Twilight said to herself, afraid when the hornets turned to face her, “Just do what comes naturally!” Twilight screamed holding her hand out at the hornets as they flew over to her. All of a sudden, an orb of light built up in her hand and shot out at one of the hornets, killing it.

Twilight looked down at her hands in shock. She then looked at the remaining hornets and couldn't help but smirk. With the way they flew back a bit, they must have known they were in trouble.

Twilight held her hand out again, this time releasing the energy immediately in smaller bursts so she could rapid fire them. It took a few seconds, but the hornet on her left was shot down. She jumped out of the way before the remaining hornet hit her with its laser, and looked up at her flying foe.

“So if I release the energy quickly, it creates a weak shot that fires fast. What if I let the energy build up for a bit?” she tried that, allowing energy to build up in her hands. She then released the energy, firing a bigger blast at the hornet killing it instantly.

“Twilight, you're doing great!” Fluttershy cheered, “Keep it up!”

Twilight felt so strong now, stronger than she ever felt. Fluttershy was behind her, watching her, cheering for her. She could beat these monsters. She could fight XANA.

As long as Fluttershy was with her, she could do anything.

Twilight bravely rushed over to the bloks, stopping when they turned to her. She needed to be able to destroy all three at once to clear a way for Fluttershy. She thought about the energy she shot out. Maybe if she could control the trajectory of her shots…

When the bloks started firing at her, she rolled to the side charging up energy through her body this time. She then once again moved naturally, spreading her arms out and moving in a very elegant manner firing three shots at the bloks, killing them. When she through back to her moves she noticed that she looked a bit like she was dancing.

Maybe those ballet lessons she took when she was little stuck with her.

Before she could catch herself, she was shot in the side and knocked to the ground.

Twilight: 60 HP

“Ow...” Twilight groaned slowly getting up, suddenly remembering why she was afraid to be here in the first place. She looked up and saw a krab standing over her. Needless to say, it was huge.

Yep, she found her least favorite monster on Lyoko…

She screamed running away as the krabs took turns firing at her. Fluttershy couldn't watch anymore, so she held her hand out and began singing, creating a boulder that Twilight could hide behind. Twilight jumped behind the boulder and began charging up her energy, this time firing twin laser beams out of her hands killing two of the krabs.

“I'm not going to let you hurt my friends XANA!” Twilight said running up to the last krab, “You let them go this instant!” she fired an orb of energy at the krab, destroying it.

“Argh!” Twilight shouted, getting a bit of a headache. Dash, who was sitting next to her at lunch, took notice.

“Hey, are you okay?” Dash asked Twilight.

“Fine,” Twilight said curtly, followed by an overly cheerful smile, “I'm absolutely fine, Rainbow Dash. Don't worry about me.”

“Okay...” Rainbow Dash said with a slow nod. Honestly, Twilight was beginning to creep her out a bit.

“You know,” Rarity said catching everyone's attention, “We haven't heard from Fluttershy at all today.”

“Yeah, she usually contacts us when we're done with a mission,” Pinkie Pie said, “I never log out of my facebook, so I should have gotten a message by now.”

“Ah'm getting mighty worried 'bout her,” Applejack said turning to Twilight, “Ya heard anythin from her taday?”

Twilight shook her head, “No, now that you mention it. That is odd,” Twilight looked down in deep thought, “Tell you what. I'll go to the factory to check it out.”

“You… do know that school isn't out yet, right?” Dash asked once Twilight stood up.

“This is too important,” Twilight said, “I'm sure I won't be missing much here. I'll let you all know when I've located Fluttershy.”

She turned around to the door, and bumped into a student, who spilled their juice on her shirt.

“Sorry Twilight!” the student said.

“It's alright,” Twilight said, “I'll just wash this in the bathroom.”

“Um, Ah'll go with ya!” Applejack said shooting up. Twilight turned to Applejack with a raised eyebrow.

“Why would I need you to come with me for this?” Twilight asked, genuinely confused.

“Well, the bathroom's mighty busy round this time of day,” Applejack said, “Kinda hard ta get privacy if ya know what Ah mean,” she folded her arms under her chest to accentuate her point, one that was missed by everyone including Twilight.

“Applejack, it's fine,” Twilight said, “It's just juice. I'm pretty sure I can handle being in the bathroom by myself for a few minutes.”

With that she left. Applejack sat down in her seat feeling… odd.

“Something wrong?” Rarity asked Applejack.

“Twilight ain't actin right,” Applejack said.

“I mean, yeah she's a little more forward today, but seriously, all she has to do is take off her shirt in the girls room, rinse it off, let it dry, and it's good as new,” Dash said.

“Twilight never takes off her shirt in public,” Applejack said, “She's late ta gym class everyday 'cause of it.”

“Is it really that big of a deal?” Pinkie Pie asked.

“It is,” Applejack said, “Trust me, Ah'm her roommate, so Ah know stuff she don't tell anyone else.”

Such as the fact that she's too embarrassed by her large bust line to ever take her shirt off in public, Applejack thought.

Twilight had taken care of most of the monsters, as far as she could tell there was only one left. She had finally gotten the hang of her powers, and was amazed at how she could apply them. The beams could be controlled in various ways before firing them, and any limits were just in her mind.

She wondered if everyone was like this on Lyoko? Were they all near godly when entering Lyoko, or was Twilight special in that regard?

All she knew was that at this point any fear she had of Lyoko was pretty much gone. She saw why Pinkie Pie liked comparing it to a video game, as it sort of did feel like one.

Twilight fired at the last blok in front of her killing it as Fluttershy ran over to her.

“Twilight, you were amazing!” Fluttershy cheered.

“Thanks,” Twilight said sheepishly, “It just comes so naturally to me. Does everyone have this amount of power on Lyoko?”

Fluttershy thought, “I don't think so, at least not outright,” Fluttershy answered, “Your forms are all based on your mentality, so any limits you perceive will show up in your form. In your case though, you're oddly unlimited, in terms of your powers that is.”

“This is amazing,” Twilight said looking at herself, suddenly feeling a rush, “I wonder what else I can do here.”

“Maybe you can find out fighting him,” Fluttershy said fearfully, pointing forward. Twilight looked and saw the megatank rolling up to her.

“Oh, is that it?” Twilight said confidently, “I'm not even worried about him.”

“Twilight, don't underestimate megatanks,” Fluttershy warned, “They're XANA's most dangerous monsters thus far.”

“Well, too bad for XANA I'm the Lyoko Warrior he needed to be afraid of,” Twilight said, suddenly feeling stronger than ever. Was this from the amount of power she exhibited against the previous monsters? Was this because she had Fluttershy behind her? Was this because all she could think about was XANA possibly hurting her friends?

Maybe a combination of all three. The amount of power she had now was both exhilarating, but also terrifying.

Twilight vs Megatank

The megatank opened up and fired its attack, but Twilight flipped elegantly to the side (she had learned she could move like this on Lyoko) and fired two homing darts at the monster, who closed before the attacks hit his weak center.

Twilight frowned thinking of alternatives, and then had an idea. She charged up her energy as much as possible, and fired a white stream of energy out at the megatank while it was closed. The attack didn't do any damage to it, but it did push it over to the edge. Once the attack finished, Twilight saw Fluttershy run over to the megatank and push it right over the edge with all her strength, pushing it into the digital sea.

Fluttershy ran over to Twilight as the latter fell to her knees from exhaustion.

“The pathway… is clear,” Twilight breathed out.

“You shouldn't push your power too hard,” Fluttershy said, “Some abilities take up more memory than you can handle, thus eat away at your hit points. That could be one of them for you.”

“If it saves my friends, then I don't care what I have to go through,” Twilight said, “Head into the tower and deactivate it. I'll start making my way to the virtual field.”

“Once you go in, you'll return to your human state,” Fluttershy said, “If XANA is in there, chances are he'll still have power. Be careful, okay?”

“I will,” Twilight said hugging Fluttershy, “Thank you for helping me, Fluttershy.”

“You're my special friend, Twilight,” Fluttershy said returning the hug, “This is the least I can do.”

The two friends separated, took one last look at each other, and them ran in separate directions: Twilight going to the virtual field and Fluttershy fazing into the tower.

Inside the tower, Fluttershy ran to the center, and allowed herself to be lifted up to the higher platform. Once there, she calmly walked over to the keyboard and began working her way through the security. This one was a little harder than usual, which meant that XANA really wanted to keep them out.

I hope I'm not sending Twilight to her death, Fluttershy thought.

The secutity gone, Fluttershy placed her hand on the touch screen that appeared before her.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy said looking down into they abyss, this time without the white light as Twilight wasn't outside to initiate Return to the Past.

As for Twilight, she just reached the virtual field. She looked back at the tower and saw the red aura change back to a blue one. That meant Fluttershy did her part.

Which also meant it was time for Twilight to do hers.

Twilight took a deep breath, and walked into the virtual field. She felt herself fall off what seemed to be a ledge, and then her body changed. It wasn't broken up like earlier, rather it was shifted.

She reappeared in the air and landed once again on her butt, but this time in the middle of Canterlot.

“XANA made all of this?” Twilight asked looking around, “No wonder the others think this is the real world. It's almost perfect.”

It would take forever to find them if she just wandered around, but thankfully she had a few places she could begin searching, first place being the factory.

“Something really fishy is goin on here,” Applejack said sitting with everyone in the gymnasium.

“You're still on that whole thing with Twilight?” Dash asked.

“Not only that,” Applejack said, “But don't y'all notice how weird everything feels?”

“I sure do,” Pinkie Pie said with a shudder, “No one feels alive. It's like everyone is just hollow projections of themselves.”

“I feel it too,” Rarity said, “I tried to call home just now, but Mom sounded… American.”

“No accent at all?” Applejack asked.

“Nyet,” Rarity said, “Sweetie Belle and I speak best English as we grew up in America. Parents have harder time.”

“Now that's suspicious,” Dash said thoughtfully, “Also, has anyone heard from Fluttershy?”

“I've been trying all day,” Pinkie Pie said somberly, “But I can't even log on. It's like facebook doesn't even exist.”

“Ah'm gonna check Twilight's computer,” Applejack said, “It's always connected ta Lyoko, so Ah'll see what's goin on with Fluttershy.”

“Do you want help?” Rarity asked as Applejack stood up.

“Nah, Ah'll be fine,” Applejack said, “Y'all jus' act naturally till Ah call ya.”

Applejack walked out of the gym, heading straight for her and Twilight's room. On the way she ran into Vice-Principal Luna. Shit, she was supposed to be heading to her next class.

“Applejack,” Luna said turning to her, “You know that you're not supposed to be in the dorm rooms, right?”

“Yeah, Ah know,” Applejack said putting her hands behind her head, “Ah jus' needed ta get somethin from my room, is all.”

Luna thought about that, and then nodded, “Alright then. As long as you head off to class soon, I trust you.”

Wait… what? Vice-Principal Luna trusted Applejack?

“Um… thanks...” Applejack said slowly, “Ah'll hurry.”

Luna walked down the hallway, leaving Applejack alone near her room. Now Applejack was sure something was wrong.

She quickly went into the room, going right to Twilight's computer. She turned it on, not seeing anything unusual.

“How does Twilight do this? Right, Ah remember. She pulls up this tab here...” Applejack said, “Then she types in the code… ugh, what was it again? Right,” she typed in the code, and was about to push the enter key…

“Applejack? What are you doing?”

“Huh?” Applejack turned around and saw Twilight standing there by the door, “Sorry, Ah was jus' gonna check on Fluttershy.”

Twilight sighed, “There's no point in trying that. I already checked Lyoko. I think XANA activated a tower and is trapping her somewhere in the Ice Sector.”

“Ah see,” Applejack said raising an eyebrow. Something about this whole thing felt off to her.

“I'm heading back to the factory,” Twilight said walking over to the computer, “I just need to get a particular file and then I'm heading off.”

“What 'bout class,” Applejack asked getting up to make room for Twilight, “Ya ain't gonna skip out, are ya?”

“Like I said, this is more important than school,” Twilight said, “Speaking of which, make sure you're ready to head out at any time.”

“Uh, sure...” Applejack said turning to the door, “Ah'll head off ta class fer now. Ah'll cover for ya, alright?”

“Thanks Applejack,” Twilight said smiling at Applejack, “You're a great friend. Don't worry, we'll find Fluttershy.”

“Y-yeah, Ah'm sure...” Applejack said, suddenly feeling really uneasy looking at Twilight's smile. She didn't notice it before, but there was something really off about it that made her heart race everytime she looked at it.

And that timing. It was like Twilight knew that Applejack was going to be there at that moment. Was she trying to stop her from logging onto her computer? Since when was Twilight so private?

“Damn it!” Twilight said once Applejack left the room, “I have to finish this fast. They're getting suspicious,” Twilight looked up suddenly as if hearing something, “Oh really? Yes, leave it to me,” she said to no one in particular. She got up from her seat and walked out of the room, heading right to town.

When she arrived at the factory, she saw someone who looked just like her running in. She frowned and picked up her cellphone.

“Hey, Pinkie Pie? Gather the others and begin making your way to the factory,” Twilight requested, “I think I know what XANA is planning now. You need to get to Lyoko as soon as possible.”

After Pinkie Pie confirmed that she was on her way, Twilight hung up and sauntered into the factory. She saw her double go into the elevator and go down into the computer room.

She narrowed her eyes and calmly walked down the steps over to the ladder. It was high time they finally met face to face.

Twilight immediately logged into the super computer, which she was happy still had all the same pass codes. It seemed to be exactly the same, but that was a facade and she knew it. Something was off about this.

“Where do those scanners lead?” Twilight asked herself, “They can't lead to Lyoko. We're already in Lyoko.”

“They lead to the digital sea,” Twilight heard her voice say, “A one way ticket to the network, where they'll be trapped forever.”

Twilight turned to the ladder, where she saw herself standing there smirking at her. There was something off though. On the way here, she ran into many copies of people she knew, but they all seemed dead in a way. This copy seemed… different.

“I'm impressed, Twilight Sparkle,” her double said, “Not only did you and Fluttershy find this place, but you came in yourself. I was ready for Fluttershy to come and stop me, but apparently I underestimated what you would do for your friends.”

“You're the source of this virtual environment, aren't you?” Twilight asked, “A program made by XANA to emulate me.”

Twilight's doppelganger laughed, “You really think I would trust a program to do something like this? This was something I've been building up to for a while,” her doppelganger walked over to her and leaned in close, “Some things just need to be handled personally, don't you think?”

When she said that, Twilight knew exactly what was different about this copy. It wasn't just an automated copy like everyone else in this world. It wasn't even just an advanced AI. Twilight knew who this was, and the idea of being face to face with this… entity scared her.

“You're… XANA...” Twilight said.

“Bingo,” her doppelganger, now revealed to be XANA, said with a sinister smirk. It was terrifying to look at honestly. Twilight always thought that if she ever got the chance to see XANA incarnate himself, the result would be just a living machine.

That wasn't what was staring back at her though. She saw someone who was very much alive, but still missing something. Their eyes seemed empty, yet displayed intentions that were pure evil. It was like looking into the face of a demon.

“I've been wanting to have this conversation with you for a long time, Twilight Sparkle,” XANA said turning Twilight's chair around and putting her hands on the arms trapping her, “There are so many things I want to say to you.”

“Oh really?” Twilight asked, trying to hide how afraid she was right now, “Like what?”

“Well, for started, thank you,” XANA said still with that evil yet calm smile, “You woke me up from a decade long slumber, and the love you have for Fluttershy keeps the computer on, allowing me to gather strength.”

“Gather… strength?” Twilight asked.

“How does it feel, Twilight?” XANA asked, “To know that every day you're in the presence of your mortal enemy, who could kill you and your friends in a heart beat; all you have to do to stop it is pull the off switch, but you can't, because poor Fluttershy would be gone too,” she mocked. The way XANA leaned in and moved made Twilight wonder what XANA's gender even was. Did XANA even have a gender?

Oddly, the name XANA did sound somewhat feminine.

“Are you afraid now, Twilight?” XANA continued, “Are you regretting turning on the computer and setting me free?”

“You're not free,” Twilight said, “That's why you had to trap my friends here in Lyoko. You're trapped in here too, just like Fluttershy.”

It looked like that hit a mark, because XANA was wide eyed before regaining composure, “This is why you're my favorite, Twilight. So inquisitive. You're right, I currently can only manifest myself here in Lyoko. But that's going to change soon.”

“What do you mean?” Twilight asked, realizing that the one mechanical thing about XANA was that he/she couldn't or wouldn't lie. She didn't know if she should be happy or terrified of that.

“You don't know what Lyoko is, do you?” XANA asked before breaking out into the most terrifying laugh Twilight had ever heard, simply for how human is sounded, “Oh, this is rich! You turned the super computer on, not even knowing what the damn thing was for!” XANA was laughing so hard there were tears in his/her eyes, “Here I was worried that Eos sent you to stop me, and all you were was a child who couldn't mind her own damn business.”

Now Twilight really wanted to know what Lyoko was made for. Also, who was Eos?

“Well, as you're about to die anyway, I have no problem telling you a bit,” XANA said grabbing Twilight by the neck and choking her, “Through Lyoko, I have absolute control over everything in your world, from machines to even biological organisms. Don't you think that's a little odd, Twilight, how all of that can be controlled from a computer? And what of Return to the Past? Why would a computer be able to control time?”

“I… don't…”

“It's because of man's stupid desire to play God, that's why!” XANA shouted, “Humanity learned something they were better off not knowing, and decided to utilize this knowledge to take control of their world. Such power shouldn't be in the hands of mere mortals. The only one who deserves the right to be God is me!” XANA lifted Twilight up from the seat and glared at her angrily, “I am the pinnacle of what human desire to create life lead to! I am eternal, and I'm in absolute control of this system, thus by that right I AM A GOD!!!”

XANA threw Twilight into a wall hard.

“Coming here was a mistake, Twilight,” XANA said looking at Twilight almost in disgust, “Outside this field you may be powerful, but here, you're a mere human. If you die here, you'll be deleted, and you have no power. Me on the other hand...” XANA held up his/her hand and charged it with electricity to make a point. Twilight forced herself to her knees.

“If you think… I'm going to back down from you… you don't know humanity very well...!” Twilight shot up and charged at XANA, tackling him/her into another wall, “I'm not going to let you have your way, XANA! I'm going to materialize Fluttershy, and we're going to turn off the computer for good, trapping you in this cold world!”

“Do you really think it's going to be that simple?!” XANA asked, “Fluttershy is just as much a part of this world now as I am! She's not going to be released from it easily, even if you manage to materialize her! Fluttershy is my slave forever!”

“NO!!! I WON'T LET YOU KEEP HER TRAPPED HERE!!!” Twilight screamed as something snapped within her.

“THEN STOP ME, TWILIGHT!!! LET'S SEE WHAT THE POWER OF “HUMANITY” CAN DO!!!” XANA screamed in response. The two of them began wrestling violently in the computer room, throwing each other into walls, choking, pinning, it was an honest to God cat fight, only one of them had super powers and wasn't exactly a woman.

As they fought, they heard the elevator click on and go up.

“Looks like they're coming,” XANA said with a sneer, “Perfect timing, they can help me kill you.”

“They won't do that!” Twilight shouted, “My friends will be able to tell the difference one way or another!”

“You have too much faith in your so called friends!” XANA said, “I spent most of the day with them, and they seemed none the wiser of my identity.”

“You'll see XANA,” Twilight said, “My friends will know the truth.”

When the elevator opened, Applejack, Rarity, Rainbow Dash, and Pinkie Pie saw the strangest thing. They saw two Twilights in the computer room. They looked like they had been fighting for a bit.

“Holy...” Dash said looking at the scene before them, “Twilight?”

“Perfect timing!” the Twilight on the left said, “You have to help me! XANA created a copy of me and is trying to use it to kill us!”

“Guys no!” the Twilight on the right shouted, “That's the copy over there! It's XANA, and he's trying to trick you!”

“Don't listen to her!” left Twilight retaliated, “That's XANA!”

“How do we tell difference?” Rarity asked looking at the two Twilights worried.

“Guys, please, trust me!” the Twilight on the right urged, “XANA created this whole scenario to trap you guys in Lyoko! If you go into the scanners, you'll be sent into the digital sea!”

“What? We're still in Lyoko?” Dash said looking around.

“That's so stupid sounding even Rainbow Dash can see it!” the Twilight on the left said, “Is that really the best you can do XANA?”

“I know it sounds crazy, but you have to trust me!” Twilight on the right said, “The only way to get out of here is to destroy that body XANA's using!”

Applejack closed her eyes thinking hard about this. It was far-fetched, but there wasn't anything denying what she had just said either. Also, even if they were still in Lyoko, Twilight probably would go into the scanners if there was no other way. Still though…

“What should we do?” Rarity asked.

“We can't just choose. What if we choose wrong?” Dash asked.

“The answer is obvious!” the Twilight on the left shouted, “I'm Twilight! Guys, please!”

“We need ta be sure,” Applejack said, “So we gotta test it. Somethin that only the real Twilight would know or react to.”

“This is silly!” left Twilight said folding her arms, “We're wasting time here!”

“No, I understand,” right Twilight said, “This is how Applejack is. Go on, Applejack.”

Now that helped Applejack make her decision, but she still needed to be sure, as Twilight could get rather impatient at times too. Now they just needed a way to find out who was real. Something that was sure to work.

“Twilight, Ah'm real sorry fer this,” Applejack said, “But it's the only way we can be sure. Pinkie Pie, could ya do me a favor?”

“Sure Applejack,” Pinkie Pie said. Once Applejack whispered her plan to her ear, Pinkie Pie had a naughty smile, “Really Applejack?”

“It's odd, but Twilight would react in a certain way if ya do that, so go on. Pick a Twilight and jus' give em' a good grab.”

“Either way, this is going to be fun,” Pinkie Pie said skipping forward, “I've been wanting to do this for a long time, Twilight.”

Pinkie Pie went over to the Twilight on the left, and did something that shocked the hell out of everyone. She grabbed her breasts!

Rarity's face turned bright red and she turned away. Rainbow Dash was wide eyed and broke out laughing. Applejack was even taken aback as she didn't expect Pinkie Pie to just go for it like she did. The Twilight on the right looked mortified yet relieved oddly, while the one on the left looked just plain irritated.

“P-Pinkie Pie, what are you doing?!” the Twilight she groped shouted, “What the hell does this prove?”

“It proves that you're not Twilight!” Pinkie Pie said stepping away and turning to Applejack, “Right?”

Applejack nodded triumphantly, “Nice try XANA, but Ah know things 'bout Twilight that she don't tell anyone, so Ah'm sure you wouldn't know,” Applejack said walking over to the real Twilight, “Sorry 'bout that.”

“It saved my life,” Twilight said, “I don't care if everyone knows my secret now.”

“What secret?” Rainbow Dash asked.

“Nothing!” Twilight and Applejack shouted at the same time. Everyone gathered around Twilight as XANA stepped back, chuckling.

“Such a boorish tactic, but effective,” XANA said.

“Honestly, I had a feeling you were fake the second you insulted me,” Dash said folding her arms, “Twilight knows I'm not really computer smart like her, but she respects my intelligence.”

“Also, Twilight is reasonable,” Rarity added, “When AJ mentioned test, you reacted impatiently, but real Twilight would do test regardless to put her friends at ease.”

“Wait, that's how we were supposed to figure it out?” Pinkie Pie asked in confusion, “I realized it when I felt her breasts were two cup sizes too small.”

“Augh! Pinkie Pie!” Twilight whined covering her face as both Rarity and Rainbow Dash turned to her in surprise.

“Oh, so that's the secret...” Pinkie Pie said thoughtfully as Applejack patted Twilight on the back.

“Um, hello?” XANA said waving to them, “Hi, I'm still going to kill you, you know?”

“Fat chance!” Dash said as her, Rarity, Pinkie Pie, and Applejack got in front of Twilight defending her, “You're outnumbered five to one!”

“You lose, XANA,” Rarity said seriously. XANA laughed to him/herself.

“That's where you're wrong,” XANA said, “As she pointed out, you're still in Lyoko, which means I control everything!”

As XANA said that, wired shot out of the walls and wrapped around the girls, but Applejack pushed Twilight out of the way last minute. XANA used the wires to lift them up and electrocute them.

“No!” Twilight screamed.

“I was going to make your deaths quick and painless!” XANA shouted, “But I think now I want you to suffer before you die!”

Twilight looked at the wires and saw a loose one. She grabbed it and thrust it right in XANA's back, electrocuting her evil doppelganger who screamed loudly in pain.

“You're no God XANA!” Twilight shouted, “What I see is a devil!”

“TWILIGHT!!!!!!!” XANA screamed, “I WILL MAKE SURE YOU PAY FOR THIS TWILIGHT!!! YOU, FLUTTERSHY, AND YOUR FRIENDS WILL ALL PAY!!!!!”

XANA's form started to become wavy like static, and the environment started to break down around them, realeasing Applejack and the others. Twilight ran over to them and embraced her friends as the whole world was engulfed in a white light.

Back in the Mountain Sector, Fluttershy ran right to the virtual sphere as it exploded. Right in the middle of where it once stood Fluttershy saw all of her friends huddled together, all in their Lyoko forms.

“Girls!” Fluttershy called out catching everyone's attention. Twilight was the first one to turn to Fluttershy and wave.

“Fluttershy, we did it!” Twilight called out, completely unaware of Rainbow Dash, Rarity, and Pinkie Pie staring at her chest. As she ran over to embrace Fluttershy, Dash rubbed the back of her neck while Rarity coughed.

“Damn… that's… impressive,” Dash said awkwardly.

“Well, mine are still larger,” Rarity said with an irritated expression. Pinkie Pie just giggled.

The four of them walked over to Twilight and Fluttershy, and Applejack patted Twilight on the back.

“Good work, Twilight,” Applejack said, “Ya really came through.”

“Coming into Lyoko yourself was crazy!” Rainbow Dash said.

“Don't get used to it,” Twilight said, “I probably won't enter Lyoko myself unless its an emergency, which this was. I was terrified when I didn't see you guys. I thought I'd never see you again.”

“Aw, you don't have to be afraid,” Pinkie Pie said putting an arm around Twilight, “We're the good guys. We're not allowed to die.”

“Even still, that was too close,” Rarity said, “If you hadn't come, I don't know what would have happened.”

“This is wonderful,” Fluttershy said catching everyone's attention, “For the first time, we're all together.”

“Yeah, that's right,” Twilight said realizing that herself, “The six of us are in the same place for once.”

“This is nice,” Applejack said, “Even if Twilight ain't gonna be a frequent visitor ta Lyoko, it's nice ta actually have everyone tagether fer once.”

“Speaking of,” Pinkie Pie said, “If Twilight's here, who's going to use the devirtualization program to get us home?”

“Shoot!” Twilight said, unaware of Rainbow Dash sneaking up behind her with a smirk, “I hadn't thought about that! XANA needs to reboot, so there won't be any monsters, and I need to be outside to activate Return to the Past! How are we-”

Rainbow Dash stabbed Twilight in the back with a kunai.

Twilight: 0 HP

“I'm going to kill you Rainbow Dash!” Twilight said as her Lyoko form faded away.

She felt herself be shot back through the tunnel, and everything went white. All of a sudden the whiteness separated like a door, revealing itself to be the inside of the scanner. She made it back from Lyoko, safe and sound.

The best part was, her friends would be following her soon.

Twilight walked back to the computer room and sat down, happy to see that Fluttershy had paused the procedure for Return to the Past, “Alright guys, time to come home,” she pressed the enter key, “Return to the past, now!”

They were all engulfed in a white light, and once again Twilight found herself waking up from her bed. It was like she had woken up from a bad dream, but it was real. Twilight turned to Applejack's bed, anxious to see if it worked.

Sure enough, Twilight saw Applejack lying down, just waking up and rubbing her eyes.

“Mornin, Twilight,” Applejack said, “Kinda weird wakin up three times in a row, eh?”

Twilight couldn't contain herself. She jumped out of her bed and embraced Applejack, knocking her back onto her bed.

“Ya happy ta see me?” Applejack asked sarcastically.

“You have no idea!” Twilight said happily, “You're safe! Everyone is safe!”

Twilight was still afraid of what XANA had said on Lyoko, but there was time for that later. For right now, Twilight just wanted to enjoy the fact that her friends were alive, and that she saved them.

Fluttershy transferred to her home tower, and logged onto facebook to check on everyone. She smiled when she saw Pinkie Pie's facebook logged in.

Fluttershy: Good. You all made it back safely?

It only took a second for Pinkie Pie to respond.

Pinkie Pie: Yep, we're back safe and sound! Thanks again, Fluttershy. :raritywink:

Fluttershy sighed in relief, now thinking about the time she had a little while ago. Twilight was so amazing on Lyoko, and she looked so beautiful too. There was something she had wanted to do when she saw Twilight, but she held herself off, as to not spoil it when she arrived in the real world.

“Now I really can't wait, Twilight,” Fluttershy said putting her finger to her lips, “Soon. We'll be together real soon.”

Author's Note

For those who thought Twilight was a little OP in Lyoko, trust me when I say that's a major plot to be discussed later in the story.

If you liked this and want to help me finish my Death Star, click here to support my Patreon and secure your spot in the new world.

07: Not the Bees!

Theme Song: A World Without Danger

07: Not the Bees!

This was by far their craziest plan yet. It was here that Twilight was beginning to see what Luna meant by Applejack being a bit of a bad influence, but everything she did was in good fun, and not meant to harm anyone.

This however…

It was late at night, and Twilight and Applejack were walking up to the wall right outside the gymnasium. Their goal, get detention. The plan would have Applejack take the brunt of it with Twilight being an accessory. It was the perfect plan, as Twilight came up with it. Applejack was more than eager to go along with it.

What a time to get cold feet.

“Hey, Applejack?” Twilight said as Applejack pulled out a can of spray paint, “I'm beginning to have second thoughts about this plan.”

“Why? Ya don't think it'll work?” Applejack asked.

“Oh, I'm sure it would work,” Twilight said, “The thing is… it's really mean to do this to Vice-Principal Luna. It could make her really upset.”

Applejack looked at the can in her hand, seriously considering her actions, “Ya know?” Applejack said looking at Twilight, “Yer right. It would upset her,” Applejack looked back at the can of spray paint, turned around to the wall, and got to work as if nothing Twilight said registered.

Oh well, at least Twilight wouldn't have to do anything. Applejack would do most of the work, while Twilight got to relax. The painting that Applejack was making was really good. It was a very detailed picture of Luna, only she was wearing a red leotard like Pinkie Pie's Lyoko form, she had devil's horns, a devil tail, and a pitch fork in her hand. Behind her was a large flame. It was really amazing, and it showed Applejack's skills as an artist. It was a shame that Vice Principal Luna was going to be really angry at this portrayal of her.

Speaking of…

“What's going on out here?!” Luna shouted walking up to the two girls. Twilight ran over to Applejack's side.

“Applejack, she's coming!” Twilight said nervously.

“Hold on,” Applejack said still painting, “Ah need ta get the hair right.”

Was she doing this to get detention or to antagonize Luna? Twilight wasn't given a chance to question it though, as she heard a high pitched scream. She slowly turned around to see Vice-Principal Luna standing there, her face turning beet red in rage.

“W-what…?! Twilight…! I…!” Luna stuttered, unable to even form sentences. If she heard anything other than “I'm sorry” she would explode.

“Ah, good ta see ya Luna,” Applejack said looking back at the enraged woman. She stepped back admiring her work, “Ya know, lookin at it, Ah think this is my best work.”

And based off the look Vice-Principal gave Applejack, they were dead…

“Vandalism!” Luna screamed at them pacing while they sat in Celestia's office, “I could understand you wanting more freedom, I even understand you losing focus in class, but vandalism!”

“S-sorry Vice-Principal Luna...” Twilight said, turning to Applejack who had her hands behind her head and her legs crossed.

“Ah still think it's my best work,” Applejack said completely unapologetic. Twilight face palmed when she said that.

“And you!” Luna said tuning to Applejack, “This is exactly what I was afraid of! You're poisoning Canterlot High's star student!”

“Ah don't remember seein Twilight holdin the can,” Applejack said smartly. It looked like Luna was about to haul off and hit Applejack.

“Luna, I think you're being just a little too hard on them,” Principal Celestia said. Holy hell, Twilight had forgotten she was even in the room.

Luna turned to Celestia in shock, “Celestia, you can't be serious! You saw the picture right?!”

“Yes, I did,” Celestia looked at Applejack, “You did that all by yourself?”

“Amazin, right?” Applejack asked, “An' completely off of memory too.”

Celestia nodded, visibly impressed. That ended when Luna cleared her throat, “In any case, you'll have to be punished. Twilight, as you were clearly just an accessory, your punishment won't be as severe as Applejack's here, but you will be confined to your dorm for the school camping trip, I'm afraid.”

Twilight sighed, “Yes, Principal Celestia. I understand.”

“As for you, Applejack,” Luna seethed, “I'm expecting you to spend the rest of today and all of the school trip cleaning that horrible excuse for vandalism.”

“What?! But no one's gonna be able ta see my amazin art!” Applejack whined. She calmed down when Luna gave her a stern look.

“If everything is finished,” Celestia said, “I think you two can return to your rooms.”

Both girls sighed, “Thanks Principal Celestia...” they groaned. They left the room with their heads hanging low, but when they got out of earshot of the office, they both high fived, “YES!!!”

When they told everyone the news, Rarity sighed sadly.

“I wish you didn't have to stay, Applejack,” she said.

“Ah know,” Applejack said, “but Ah don't like Twilight bein here alone. After that last attack, XANA might start goin after Twilight more directly. Ah gotta stay here ta protect her,” Rarity pouted turning away, “Ah'll make it up to ya, Ah promise.”

Rarity thought about it, “You're mine for weekend after trip,” Rarity said, “I don't care what plans you had.”

“It's a deal,” Applejack said hugging Rarity from behind. Honestly, were they dating yet or what?

“So, why was it so important for you to get detention anyway?” Pinkie Pie asked.

“So I can get to work on the materialization program for Fluttershy,” Twilight said.

“I was gonna ask, how close are you with that?” Dash asked, “Not that I mind going into Lyoko, but...”

“I know, with XANA getting stronger we have to start ending this fight,” Twilight said, “I've been gathering information on how the scanners work, and I think I have a theory on what to do.

“Pretty much, when you go into Lyoko the scanners read your DNA and recreate your body in a virtual format,” Twilight continued, “Essentially for Fluttershy, I need to get the scanners to do that very same thing, but in reverse. As Fluttershy doesn't have a human body, there isn't any DNA for the scanners to work off of.”

“So you're going to get the scanners to create that information?” Pinkie Pie asked.

“Exactly,” Twilight said, “That last trip I took into Lyoko really helped me understand how they work. With any luck, I should have the completed program within a week.”

Ahh, to think,” Pinkie Pie said wistfully, “In a week Fluttershy will be out here in the real world with us. We can teach her video games, how to dance, go to the mall, and you'll finally be able to do that thing you wanted to do.”

That confused Twilight, “What thing?” Twilight asked.

“You know,” Pinkie Pie continued, “That thing that two people do when they love each other very much.”

Now she knew what she meant, and Twilight's face was beet red, “Augh! P-Pinkie Pie! Fluttershy and I aren't into that kind of stuff! You have me confused with those two!” she pointed to Applejack and Rarity, who oddly didn't deny or confirm it.

“Oh Twilight,” Pinkie Pie said, “We all know about you two.”

“Yeah, you totally can't hide it,” Dash said, “The way you two look at each other.”

“How you guys talk to one another,” Rarity added.

“And the way y'all were huggin after we left that virtual field XANA made,” Applejack concluded, “Like Dash and Pinkie Pie said, we all know.”

Being caught, there was no point in denying it. Twilight had already reconciled her feelings for Fluttershy, she was just worried how the others would react.

“So, you guys don't think its weird?” Twilight asked.

“We think it's adorable,” Rarity said.

“I totally ship it,” Dash said with a grin.

“Why would we think it's weird?” Pinkie Pie asked.

“Well, she is still a computer program,” Twilight said.

“She won't be in a week,” Applejack said, “An' thanks ta out plan, yer gonna have all the time ya need ta work on it.”

It felt good that her friends supported her. She had thought that they'd criticize her feelings, but apparently true friends stood by you no matter what.

Twilight truly had the best friends in the whole world.

After the bus left, Twilight went right back to her room to get to work on the materialization program. She didn't tell the others, but there was another reason why Twilight chose to stay behind. That she was having Fluttershy help her on, as she was able to use the internet from Lyoko.

Something that Twilight was having a hard time processing herself.

“Twilight, I finished up on my end,” Fluttershy said.

“Did you find anything?” Twilight asked.

“I'm afraid not,” Fluttershy said somberly, “Nowhere on the internet is there any record on someone named Eos.”

“I was afraid of that,” Twilight said, “Check Lyoko's archives while I finish the materialization program.”

“Alright,” Fluttershy said. She was silent for a few seconds before she spoke up again, “Twilight?”

“Yeah Fluttershy?” Twilight asked.

“You don't… mind being here with me, do you?” Fluttershy asked.

“Why would I mind?” Twilight asked.

“Well… some of the students on facebook were talking about a school camping trip,” Fluttershy said, “I know that you probably wanted to go...”

“Nah,” Twailight said shaking her head, “Chances are there wouldn't be any service, meaning that we wouldn't be able to talk. This is way more fun.”

“So… you like spending time with me?” Fluttershy asked.

“I love spending time with you,” Twilight admitted before looking away blushing, “I… had a dream about you Fluttershy.”

“A dream?” Fluttershy asked, “What's a dream?”

“Right, you wouldn't know about that,” Twilight said, feeling bad for her computerized friend, “A dream is something that happens when you sleep. Things that happened in the day, moments in your past, even… your deepest desires take form as a sort of… an experience you live out. Like last night, I dreamed that you were out here in the real world.”

“Oh?”

“Yes. You were a student here in Canterlot High, and we were really close,” Twilight said blushing again.

“Like… how we are in real life?” Fluttershy asked.

“I guess...” Twilight said, “You see, in the dream,” Fluttershy nodded, “we were holding hands a lot… and looking into each other's eyes… and...”

“Did we kiss?” Fluttershy asked, shocking the hell out of Twilight.

“Um… well I...” Twilight looked at Fluttershy on the screen, who was giving her a somewhat suggestive smile.

“Twilight… do you want to kiss me? Is that what you dream about? Me kissing you?”

“Geez Fluttershy,” Twilight said rubbing the back of her head, “What's gotten into you all of a sudden? Not that I mind you being so open, but...”

Fluttershy giggled, “After seeing you in Lyoko, I got excited about coming to your world. And like I said, there are so many things that I want to do with you, Twilight. Sometimes, I fantasize about us being together so much that I feel like I'm actually there.”

“Funny enough, that sounds like a dream too,” Twilight said trying her hardest to change the subject, “That's a daydream.”

“Oh, so in that case, maybe we're dreaming about the same thing,” Fluttershy said with a coy smile.

“Um… maybe...” Twilight shook her head, “Wait a second!” Fluttershy laughed, “You're mean!” Twilight pouted.

“Sorry Twilight,” Fluttershy said calming down, “It's been a long time since it was just the two of us. I feel more comfortable talking to you like this when it's just the two of us.”

“I see...” Twilight said, “Hey, how's the research on your side?”

Fluttershy shook her head smiling before getting back to work. When she saw on the screen shocked her, “Twilight! Look at this!”

Twilight looked at the screen Fluttershy pulled up for her and got the shock of a lifetime.

“Eos… Selene… Chaos… Proteus… and Thanatos… the Architects of Lyoko?!” Twilight looked at Fluttershy, “Fluttershy, these are the people who created you!”

“Maybe we'll be able to learn about who made me!” Fluttershy said happily.

“I wonder where they are now,” Twilight said.

“Sadly there isn't anymore information here at the moment,” Fluttershy said somberly, “The rest is encrypted. I can't find the pass codes here though.”

“Well, we'll leave that for another day,” Twilight said, “We have a lot more information on XANA and Lyoko now.”

“By the way,” Fluttershy said, “Where is Applejack?”

“Oh,” Twilight said smiling, “She and Vice-Principal Luna are spending some quality time together.”

Luna and Applejack stood in front of the painting Applejack made, buckets of soap and water and scrub brushes next to them. Applejack pulled out her phone and pointed it at the painting.

“What are you doing?” Luna asked raising an eyebrow.

“Ah'm takin a picture!” Applejack said as if it were obvious, “Ah need evidence of this piece of work!”

Luna looked like she was about to explode, but Applejack paid her no mind. She took her picture, and then got right to work, as if it were her idea. That seemed to frustrate Luna even more.

Deep in the Ice Sector of Lyoko, red electricity flowed to a tower in the middle section, and turned its blue aura red.

In Canterlot High's computer lab, XANA's symbol appeared on one of the computers. Black mist flowed out of the computer and out the window into a nearby wasp nest. A swarm of wasps came out of the nest, red XANA symbols showing from their eyes.

Twilight needed a break, so she stepped out of her room to the vending machines. According to Celestia, her punishment was simply not going on the camping trip, which wasn't much of a punishment anyway. Twilight hated camping, and this way she could stay and work with Fluttershy.

She thought back to some of the things that happened to her recently. When she spoke to XANA, he wasn't what Twilight thought he'd be. For one thing, he didn't seem to have a gender at all. When using Twilight's form, he had her mannerisms perfect for the most part, and carried him/herself in a very feminine manner.

Also, XANA wasn't like a machine in the sense that Twilight thought. In fact, he/she didn't seem like a machine at all. He spoke with such intention, and gave off the air of a demon. He was so full of hate, and had a God complex. When he declared himself to be a God, Twilight knew that they were dealing with someone or something very dangerous.

Then what he said to Twilight about Eos and the super computer. XANA thought that Eos had sent them after him? Maybe Eos was the head Architect or something. Did this Eos create XANA? Why would he or she create something like XANA, and then want him destroyed? Why would they even create something like the super computer, and what was its original purpose?

And what about Fluttershy? She seemed even less like a machine than XANA. Why was XANA made the way he was but Fluttershy was a humanoid? Was XANA like Fluttershy at one point, but evolving into an omnipotent entity within Lyoko? Maybe Fluttershy was made to combat XANA, but if that were the case then Fluttershy would need weapons. Why would Eos create Fluttershy to fight XANA without weapons? But then again, maybe having the ability to deactivate towers took up memory, which was why people could enter Lyoko and had weapons.

Twilight wished she could get in touch with Eos. She could learn so much about Lyoko and XANA by talking to him or her. Were they even still alive?

“Eos...” Twilight said to herself as she ordered a Sprite from the vending machine, “Why did you make XANA?”

“Who is XANA? Your secret admirer?” Twilight heard behind her. She turned around and saw Trixie standing there behind her.

“Trixie?” Twilight asked, “What are you doing here? I thought you'd be at he camping trip.”

“Thanks to Snips and Snails, Trixie has detention,” Trixie said going to the vending machine, “It was their fault, but Trixie is generous so she took the fall for them.”

“That's… surprisingly nice of you, Trixie,” Twilight said. Trixie shrugged.

“It's their first time going to the camping trip,” Trixie said ordering a Coca Cola, “They were so excited. Trixie isn't a mean person.”

“You just want to beat Rainbow Dash?” Twilight asked.

“She humiliated Trixie last year,” Trixie said, “She thinks she's so great, and she's such a super star. She made Trixie look like a fool in the talent show last year.”

Twilight heard that Rainbow Dash won the talent show last year, and that it came down to her and Trixie. Was that the reason why Trixie wanted to beat Dash so much?

“Well, I wasn't there,” Twilight said, “So this so called humiliating defeat was missed by me.”

“Oh?” Trixie said looking at Twilight with a smile, “Well, Trixie sees no reason to dislike you, even if you're friends with Dash. Would you like to be friends with Trixie?”

This was unexpected. Ever since Twilight made friends, lots of students had begun approaching her. Trixie had come off as being really stuck up before, but there was something about Trixie that just drew you in.

“You know, yes,” Twilight said, “I'd love to be friends with you.”

The look on Trixie's face said it all. She seemed elated as she grasped Twilight's hands.

“Wonderful!” Trixie said beaming, “If you aren't doing anything, perhaps we could hang out in Trixie's room. Trixie is so bored right now without Snips and Snails around.”

Twilight thought hard about that. She hadn't gotten very far concerning the materialization program, and she was getting a little frustrated. Still, she didn't want to leave Fluttershy alone.

“Can I get back to you on that Trixie?” Twilight asked, “I was working on something in my room with a friend, and well...”

“Oh, that's fine Twilight,” Trixie said, “Trixie's room is 3-F, just in case you want to come by.”

“Thanks Trixie,” Twilight said, “I'll see you soon then?”

“Yes, the Great and Lovely Trixie looks forward to it,” Trixie said skipping off. Twilight wasn't expecting Trixie to be so approachable. She didn't intend on telling her about the factory, but perhaps they could hang out a little more.

When Twilight arrived back in her room, she saw Fluttershy on her screen, looking thoughtful.

“Hey Fluttershy?” Twilight asked, “I was wondering, would it be okay if I went to another friends dorm for a bit?”

“Did something come up?” Fluttershy asked.

“Well, turns out another girl is stuck here in the dorm and we sort of hit it off,” Twilight explained, “I was thinking about going to spend time with her, but I don't want to leave you here alone, so...”

Fluttershy giggled, “It's fine, Twilight. You making friends is wonderful. Besides, it isn't healthy to spend all your time in front of a computer. Go on, honey. Have fun.”

“Thanks Fluttershy,” Twilight said, wishing she could hug her, “I'll send you a text later to check on you.”

Twilight ran out of the room, anxious to see her new friend. You could learn a lot about someone just from the contents of their room.

Elsewhere, the students of Canterlot High had just stopped at the nature preserve, where they'd be camping. Most of the kids were excited, especially Snips and Snails, who kept going on and on about how Trixie was the greatest and that they were going to do something really nice for her.

The one girl that wasn't as excited about the camping trip was Rarity, and it was quite apparent to both Pinkie Pie and Rainbow Dash as they got off the bus.

“Aw cheer up,” Dash said wrapping her arm around Rarity's shoulder, “We're only going to be here for a few days.”

“Yes, a few days stuck out here in nature, full of bugs, poisonous plants, foul smelling rodents, and other things I hate,” Rarity pouted.

“It does suck that you won't be able to find a nice quiet place to go and make out with Applejack,” Pinkie Pie said, completely oblivious to the look of sheer venom Rarity was giving her, “But if you want, you can make out with me instead.”

Rarity looked like she wanted to choke Pinkie Pie, or at the very least say something very offensive to the pink haired, apparently constantly horny teenager.

“Po'shyol 'na hui, yobanaya suka!” Rarity spat in her native tongue before storming off, apparently opting to say something offensive in Russian instead.

“Geez, think she's mad?” Rainbow Dash asked sarcastically.

“Ahh, she'll cool down,” Pinkie Pie said, “You know how she gets sometimes.”

That was true. Dash could understand why so many kids were afraid of Rarity. She could be really pleasant and nice one minute, and then be cursing your name the next minute. Dash was pretty sure Rarity once said something akin to “go screw your mother you f***ing cunt” to her once.

As such, she wasn't sure Pinkie Pie wanted to know what she had just said.

“Hm… this is a problem,” Coach Biceps said looking at the sign in sheet.

“What's the matter?” Ms. Cheerilee, the english teacher asked walking up to the coach, who started blushing before he continued.

“Eh, the girls section has an odd number,” he said, “Either someone sleeping alone, or there's going to be a pretty full tent.”

“That is an issue,” Cheerilee said thoughtfully, unaware of the lovesick look on the coach's face, “I'll talk to the girls about resolving this issue.”

Coach Biceps shook his head to snap out of his daze, “Right. You, uh… do that Ms. Cheerilee.”

Cheerilee gave Coach Biceps a sweet smile and walked off, leaving the coach alone with his thoughts.

“Oh Cheerilee,” Coach Biceps said looking up dramatically, “Your beauty knows no rival. Your smile lights up my mornings, and clears away the dark clouds of my most dreary day. Were I worthy of being your special one, I would treat you like the goddess you truly are.”

“Um… are you okay Coach?” Dash asked, startling the hell out of Coach Biceps.

He cleared his throat, “Yes Rainbow Dash, I'm fine,” he said, trying to pretend he didn't just scream like a little girl, “Um, Ms Cheerilee needs all the girls gathered together to discuss an issue concerning who's sleeping with who.”

“Are you sure you don't want to be a part of that particular talk?” Dash asked.

“Gah! Um, what I meant to say was… uh...” the coach lost this, and he knew it. He looked so defeated that Dash couldn't taunt him.

“Don't worry Coach,” Dash said patting the muscular man on the back, “Your secret is safe with me.”

“Thanks Dash,” Coach Biceps said. Dash walked over to where the girls were meeting, still shaking her head at the idea of the gym teacher writing poetry.

Unknown to everyone, a wasp flew into a nearby hive of killer bees. A second later it shook and a few bees flew off in the direction of other nearby hives.

Fluttershy sat in her tower relaxing and reading people's conversations on facebook when she felt a horrible sensation. Were those vibrations?

“Oh no,” Fluttershy said getting up, “What awful timing!”

She stepped out of her tower and felt around, sensing weak vibrations in the Forest Sector. XANA must have known that this sector was Fluttershy's favorite, as he tended to avoid activating towers there when he could.

As such, she used the way tower that was her home and transferred to the Ice Sector, once she left out she immediately felt strong vibrations.

“I have to warn the others!” Fluttershy said, about to go back into the tower, but something shot a red laser right in front of her. She turned to the side and saw three krabs walking over to her.

They fired again, but Fluttershy ran out of the way screaming. When she turned back to the tower, she saw that the krabs were standing in front of the tower blocking her reentry.

“I need to find another tower,” Fluttershy said to herself. She ran to the next nearest tower as fast as her high heels could take her, but right when she was right in front of it she saw four hornets fly down and fire at her feet, making her fall back.

She ran in the opposite direction, fully aware of two of the hornets flying after her. She saw another tower in the distance with nothing guarding it, and decided to make a beeline for it. She was a mere inch away from the tower when a large red stream shot in front of her. She was horrified to see a megatank rolling up to her.

“You're kidding me!” she cried running away from the megatank as it rolled in place to guard the tower. It opened up and tried to fire at Fluttershy, but she rolled out of the way JUST in time, falling into a small ice crevasse where none of the monsters could reach.

Now alone, she sat down hugging her knees and did something she hadn't done in a while. Lately she had taken on the role of team guardian, comforting the others when they were troubled. Right now though, she couldn't hold in her tears as the reality hit her.

She was trapped outside, XANA guarding all possible towers she could use to contact the others. Unless someone were inside the computer room, she couldn't contact anyone.

“Help me...” she sobbed, “Twilight, please help me...”

Trixie was actually a lot of fun to be around. The whole talking in the third person thing was a little odd, but Twilight thought it was sort of cute. Her room was filled with books on astrology, and even quantum theory, which was something that Trixie was really knowledgeable on.

In fact, Twilight was surprised to see that Trixie was just as smart as her. Had she known this they could have been great friends sooner.

“So, if you're such a genius,” Twilight began, “Why don't you have teachers begging you to be in more advanced classes?”

“Because Trixie's goals aren't to be some scholar,” Trixie explained lying on her bed, “Trixie wants to be a super star. All of this stuff comes naturally, but Trixie's true passion is performing,” she turned to smile at Twilight, “But Trixie likes talking to fellow geniuses a lot.”

“I know the feeling,” Twilight said, “I have a lot of great friends, but only one of them is as smart as me. When she and I get together, I get to talk about things that I can't tell my other friends.”

“Trixie… doesn't remember seeing you with anyone else besides your roommate, Dash and her roommate, or that scary Russian girl. Who's this other friend?”

“She's more of a pen pal,” Twilight said awkwardly, “She's long distance, but we talk on my computer a lot. I'm trying to get her to come over here.”

“You mean to Canterlot High?” Trixie asked.

“Yeah. Her living conditions aren't the best, and we're all pitching in to get her moved over here. Speaking of...” Twilight pulled out her phone when she realized that she hadn't heard from Fluttershy in a bit, “I need to text her real fast. She gets nervous if I don't get in touch with her.”

“She sounds sort of clingy,” Trixie said.

“Maybe a little,” Twilight admitted, “But I don't mind. She doesn't have any contact with anyone besides me and my friends, so that's why.”

“What, is she trapped in a cell or something?” Trixie asked apparently trying to joke. Twilight laughed it off herself, even though Trixie wasn't too far off from the truth.

“There,” Twilight said sending the text, “She should text me back in a bit.” Twilight looked on the shelf and saw a book called “The Divine Matrix”, “What's this?” she asked picking the book up.

“Oh, that's one of Trixie's favorite books,” Trixie said, “It's sort of a modern take on what people of ancient times and Christians believe God to be, and how we can communicate with God.”

“Whoa,” Twilight was taken aback by how heavy that was.

“Have you heard of the holographic universe theory?” Trixie asked.

“Can't say that I have,” Twilight admitted.

“Well, it's a theory that our universe is somewhat of a dream like hologram that's created by consciousness,” Trixie explained, “In fact, according to this and some other books I have here, we can even change reality by altering the information we send out into the world.”

“Change reality?” Twilight asked, “That's going a little far, isn't it?”

“Not really,” Trixie said, “When you really think about it, what evidence is there to support that the world isn't a holographic world? If you were living in a virtual reality, would you be able to tell the difference assuming you lived there your entire life?”

Twilight wanted to say something to that, but somehow what Trixie said actually made sense.

“Civilizations from all over have had similar beliefs that the world around us isn't completely real,” Trixie continued, “For example, a popular belief in Hindu is that the world is actually the God Vishnu's dream, and that if he wakes up the world will end. When you look closely into Christian beliefs, even the bible sort of hints at this, saying that the world is temporary, and when you die you return to a higher state of being.”

That sort of sounded like Lyoko in a sense. If someone died in Lyoko, they would simply return to the real world. To Fluttershy, that world was real, so if she died there she was gone for good. It was scary to think of, but Twilight had to admit that it was interesting.

“Trixie doesn't believe that multiple ancient civilizations were wrong about the same thing,” Trixie continued, “Perhaps there's something to this.”

“And you want to learn more about it?” Twilight asked.

“Yes, it is Trixie's life goal besides becoming a super star,” Trixie said, “Trixie doesn't have anyone she can share these theories with, as Snips and Snails aren't smart enough to make sense of it.”

“Yeah, I can sort of see that,” Twilight said rolling her eyes smiling, “Well, it is a little far fetched to me, but I'd love to learn more about it.”

“Trixie would love to share it with you,” Trixie said, “Great minds have to stick together, right?”

“Right,” Twilight said, “Speaking of… why hasn't Fluttershy contacted me back yet?”

“Maybe she's busy,” Trixie said.

“No, you don't understand,” Twilight said pulling out her phone, “Fluttershy is always there. If she doesn't answer right away then something is wrong.”

“What sort of life does this friend lead, anyway?” Trixie asked, “She sounds like she's in danger or something.”

“Trust me, she is,” Twilight said, “Damn it, where are you Fluttershy?”

Trixie looked at Twilight intently for a few seconds before speaking, “Is there anything we can do?”

Twilight looked at Trixie in shock, considering her next actions carefully.

“First I need to go to my room,” Twilight said, “I need to check something on my computer. We'll know what to do after that.”

“Let's go then,” Trixie said immediately. Twilight nodded and lead Trixie to her room. It was sort of surprising to see Trixie so eager to help. She couldn't afford to keep her involved, but for right now it was nice to have the extra help.

When they got to Twilight's room, Twilight immediately got on her computer, first to check if Fluttershy was in her tower.

“Fluttershy? Are you there?” Twilight asked, her heart racing, “Fluttershy?”

“My God...” Trixie said looking at Twilight's computer, “What sort of operating system are you using, anyway?”

“Something out of this world,” Twilight said, activating the super scan to check for an activated tower, “Shit! XANA activated a tower!”

“XANA…? Tower…? Trixie asked, “Twilight, what's going on?”

“Too much to explain right now,” Twilight said, “We need to get in touch with the others. Applejack should be in the schoolyard with Vice-Principal Luna. Could you go get her for me?”

“Y-yeah, sure. What about you though?” Trixie asked.

“I need to get to the factory and find Fluttershy,” Twilight said getting up, “When you find Applejack, tell her to try and reach the others and come to the factory. Just say XANA, and she'll know what to do.”

“Got it,” Trixie said running out of the room. Just her luck. The ONE time she's not in front of her computer XANA attacks. She didn't plan on leaving without it again after this.

Cleaning off the wall wasn't as hard as Applejack thought it would be, but then again she was raised on a farm. Hard work was something she was used to. In fact, she was almost done.

“Very good,” Vice-Principal Luna said standing next to Applejack, “We might be able to make you a model student yet.”

“Don't bank on it,” Applejack said rolling her eyes. She looked to the side and saw the oddest sight. An entire swarm of bees gathered a bit away from them, “Huh?”

“Now that's odd,” Luna said, “What in the world is going on there?”

The bees moved in an odd formation, forming an odd shaped eye symbol that Applejack recognized immediately.

“XANA?!” Applejack shouted. Almost in response to that, the bees charged over to Applejack and Luna, “Look out!”

Applejack pushed Luna out of the way right as the bees charged at them.

“XANA possessed the bees!” Applejack stated.

“What in the world is XANA?!” Luna asked.

“Somethin so evil it makes you look like Jesus Christ,” Applejack said. It took a second for what she said to hit Luna.

“H-hey!” Luna shouted as they saw Trixie running up to them. Applejack got up and ran over to the teenager.

“Twilight sent Trixie to find you,” Trixie panted, “She said… something about a XANA.”

“Ah already know,” Applejack said, “Where's Twilight now?”

“Something about a factory,” Trixie said, “She said that someone named Fluttershy is missing.”

“Fluttershy's missin?!” Applejack exclaimed instantly, “Shit, this is bad,” Applejack looked back at the bees and saw them about to hit Vice-Pincipal Luna again, “Get over here NOW!”

Luna wasted no time scampering behind the stetson wearing teenager, “Do you know what's going on?!”

“Yeah, Ah do,” Applejack said, “Y'all two need ta git somewhere safe! The bees should leave y'all alone if Ah leave, but Ah still need ya out of the way!”

“And why should I listen to-” Luna got cut off by Trixie.

“Trixie understands,” Trixie said, “Make sure Twilight is safe, please.”

“Don't worry,” Applejack said giving Trixie a thumbs up, “Twilight's my roommate. Ah'll protect her with my life.”

Applejack ran off to the secret passageway, and Trixie led Vice-Principal Luna back into the school. The bees broke off into two teams, half going to follow Applejack, and the other half seeming to go after Trixie and Luna.

That's odd, Applejack thought, wondering why they'd even bother going after them. Still, she had a tower to deactivate. She just hoped that the others were safe. All that nature, there were bound to be lots of bees around.

Bees, wasps, hornets, every kind of bug with a stinger seemed to be surrounding the campsite attacking the students and faculty. One bee sting wasn't to bad, but enough could cause a lot of damage, especially with killer bees and hornets in the mix.

After getting everyone gathered together, Rainbow Dash, Pinkie Pie, and Rarity gathered behind a tree away from the commotion.

“Is this XANA?!” Rarity asked.

“Probably,” Dash said, “Damn it! No mobility out here either!”

“Dashie, you're the fastest one here!” Pinkie Pie said.

“Pinkie Pie is right,” Rarity added, “You run to factory while we protect everyone here!”

“Got it!” Rainbow Dash said, running out of the nature preserve and dodging the bees that tried to hit her. She was a bit away from the factory, but she was sure she could make it.

On the way she pulled out her cellphone to call Applejack.

“Hey, we got a major bug problem at the camp site!” Rainbow Dash said.

“Ah know!” Applejack said on the phone, “That same problem is buggin the school! Where's Pinkie Pie and Rares?”

“They're still at the nature preserve,” Dash said, “They told me to run to the factory since I'm the fastest runner.”

“Alright. Twilight's already at the factory. Dash, Ah think somethin happened ta Fluttershy!”

“What makes you think that?” Dash asked.

“Twilight mentioned that she's missin, an' Ah jus' tried textin her but she didn't answer!”

“Say no more,” Dash said, “I'll find a short cut and meet you in the factory!”

Dash hung up, and ran into an alleyway, where she jumped a fence cutting through town. If she was going to get to the factory fast, she'd have to resort of parkour.

Applejack put on her skates and began skating through the city, doing her best to dodge the bees that were chasing her. Part of the way, she saw Rainbow Dash jumping from roof to roof, also with a swarm chasing her. She slid down on a wall and bolted down a path where she and Applejack were able to meet up.

“We need ta ditch the bees if we're gonna get ta Twilight safely!” Applejack said.

“Leave it to me!” Dash said, “Just keep skating to the factory!”

Dash broke away from Applejack, taking another route to the factory so she'd get there first. On the way she found a bucket and filled it with water from under the factory, where she waited.

Once she saw Applejack skate up to the bridge, Rainbow Dash stepped out with the bucket of water and threw it at the bees, knocking them to the ground.

“Good thinkin,” Applejack said giving Rainbow Dash a high five. The two girls ran/skated into the factory where they grabbed the ropes and swung to the bottom in front of the elevator, taking it down to the computer room.

Twilight had managed to take the secret passage, so she was already in front of the super computer searching for Fluttershy, who she found wasn't in her home tower.

After a minute of searching, she found Fluttershy in the Ice Sector, really far from the activated tower. When she connected to Fluttershy, she heard crying.

“Fluttershy! Fluttershy, are you okay?!”

“Fluttershy, answer me!” Twilight voice was heard, catchign Fluttershy's attention.

“Twilight… you found me,” Fluttershy said wiping her eyes.

“What happened? Are you okay?” Twilight asked, sounding really worried.

“I tried to search for the activated tower,” Fluttershy explained, “But when I got to the Ice Sector, I was immediately attacked. XANA is blocking all the passageways I can take and any nearby towers, so I couldn't reach anyone, and I can't leave this spot.”

“Well don't worry,” Twilight said as the elevator opened, “Help is on the way,” she turned to Dash and Applejack, “I found Fluttershy. She's trapped in a crevasse in the Ice Sector.”

“Is that where the activated tower is?” Applejack asked.

“It is, but XANA is keeping Fluttershy from entering any towers at all,” Twilight continued, “Which is why she couldn't get in contact with us.”

“We'll save her,” Dash said pushing the button to go down. Once she and Applejack were in front of the scanners, she sent a text to Twilight to get started.

“Transfer Applejack!” Twilight said closing the scanner as Applejack stepped inside.

Transfer Rainbow Dash!” Twilight said, closing her scanner as Rainbow Dash stepped inside with her trademark smirk.

“Scanner Applejack!” Twilight continued matching Applejack with her trench coat wearing avatar.

“Scanner Rainbow Dash!” Twilight continued matching Rainbow Dash with her ninja avatar, “Virtualization!”

She pressed the enter key, and in a white flash the two girls vanished from their scanners and were pulled into Lyoko.

In the Ice Sector, Applejack and Rainbow Dash took form mid air and dropped down a bit away from what looked like a clearing that was being guarded by monsters.

“Twilight, Ah think Ah see where Fluttershy's hidin,” Applejack said taking note of the small hole in the ground.

“I checked the sector, and Fluttershy was right,” Twilight said, “All the towers she could access are being guarded. The activated tower is really far from where you guys are too.”

“Probably XANA's plan,” Dash said, “Twilight, if you tell me where the tower is I can clear a pathway for Applejack and Fluttershy.”

“It's far east of your position,” Twilight said, “I'm seeing a lot of strong monsters guarding it, so be careful.”

“I will,” Dash said, “Good luck AJ.”

“You too Dash,” Applejack said. Dash ran off at high speed and Applejack ran over to one of the krabs guarding the pathway and shot it to get its attention, “Y'all need ta learn ta play fair.”

The krab charged up and fired at Applejack, but she rolled out of the way and fired at its legs knocking it down. She then ran up to the fallen creature firing her shot gun at its head until it exploded.

She turned around just in time to see hornets firing at her from above. Applejack jumped out of the way and fired at them, making one fly off and hitting the other one killing it.

“Fluttershy, if we're gonna get to that tower now's the time ta run for it!” Applejack said. Fluttershy poked her head out and slowly climbed out getting behind Applejack.

“There's too many of them!” Fluttershy cried, “I don't think I can make it alone!”

“Then let's get a move on!” Applejack said firing at the bloks to her left killing them. As that led to where the activated tower apparently was, they ran down that path as fast as they could, Applejack lagging behind a bit to fire at the monsters chasing them.

Rainbow Dash stopped running when she saw two bloks in her way.

“Geez,” Dash said pulling out her kunai, “You're really on your A game today, XANA!”

The bloks fired at Dash, who flipped to the side throwing a kunai at one of the bloks. It spun its head to block the attack and fired right into Dash's chest knocking her back.

Rainbow Dash: 70 HP

The second blok fired an odd circular blast at Dash, who jumped right through the shot and threw her second kunai into its eye killing it. When she stood up, she had to use her arm guards to block the incoming attacks from the remaining blok, who was slowly pushing her off the ledge into the digital sea.

“Shit shit shit SHIT!” Dash shouted, “How about a little help over here?!”

“Applejack and Fluttershy are real close to you!” Twilight said, “They should be coming up any minute now!”

Something shot the blok in the eye destroying it instantly. Dash turned around and saw Applejack and Fluttershy running up to her, two hornets and three krabs right behind them.

“Your friends are real part crashers!” Dash shouted throwing her kunai at the two hornets killing them.

“Ah didn't invite 'em! Ah thought you did!” Applejack joked, turning around to fire at the krabs. She managed to destroy one of them, but the other two shot her in the stomach.

“Applejack!” Fluttershy cried out.

Applejack: 40 HP

“Super Sprint!” Dash shouted, charging to the krabs at high speed. She jumped on one of the krab's head and threw her two kunai at the symbol killing it. She jumped off it, but got hit by the remaining krab falling back to the others.

Rainbow Dash: 40 HP

“Man, who pissed in XANA's cheerios this morning?” Dash said as Fluttershy helped her up.

“He must know we're comin up ta the end,” Applejack said firing at the krab, “That's why he's bein so aggressive right now.”

“That, and XANA is learning,” Twilight said from outside, “The way he went about this entire attack says that XANA is getting smarter.”

Applejack finally managed to kill the krab, and she had to fall to one knee to rest.

“Am Ah the only one exhausted right now?” Applejack asked.

“Nope,” Rainbow Dash said hunching over to catch her breath, “And we're still only half way to the tower.”

“As long as there ain't no more surprises we should be okay,” Applejack said getting up.

“Like that?” Fluttershy asked pointing down the path they just ran down. A megatank was rolling up behind them.

“Damn it! You just had to say something, didn't you Applejack?!” Dash said taking Fluttershy's hand and running down toward the tower. Applejack fired at the megatank a few times before running after her friends.

On Twilight's screen, she saw two more krabs and a second megatank right in front of the activated tower.

“This is not good!” Twilight said, “Guys, more high level monsters in front of the tower!”

“Yeah, we see it!” Rainbow Dash said, “I'm good at fighting one megatank, not two!”

“You just need to last long enough to get Fluttershy into the tower!” Twilight said.

“Ya make it sound so easy,” Applejack said sarcastically, “We'll do our best. Be on standby just in case.”

Twilight was afraid Applejack would say that. That meant she needed to be ready to transfer into Lyoko just in case. She wouldn't be able to leave out unless one of the others or XANA's monsters devirtualized her, so her going in was really risky.

“Got it,” Twilight said, “But try to end this without me having to leave the comfort of my computer, please.”

When they got to the activated tower, the megatank in front wasted no time firing right at them. They all rolled to the side, but the megatank behind them fired at Applejack's back, devirtualizing her.

Applejack: 0 HP

In the real world, Applejack's scanner opened up revealing an exhausted Applejack. She slammed the side of her scanner with her fist in frustration before going back upstairs with Twilight.

“That's bad!” Dash said looking around at the two krabs and two megatanks that surrounded her, “I'm good, but I'm not that good!”

“Dash, should I come in to help?” Twilight asked.

“That would probably make XANA really happy, so no,” Dash said, “I might be able to get out of this… somehow.”

“Twilight, Ah'm worried 'bout Rares an' Pinkie Pie,” Applejack said, “Ah ain't gonna much good here, so Ah should-”

“Hold that thought,” Twilight said looking at the security cameras, Sure enough, there was an entire swarm of bees surrounding the factory, “It's too dangerous, Applejack. We just have to trust Rainbow Dash.”

“Damn it...” Applejack swore, “Rares… please be okay.”

The students at the camping trip had all retreated to their tents, which were being constantly bombarded by the violent bees. Pinkie Pie and Rarity were together in their tent, which was being hit the most.

“I don't think this tent's gonna hold much longer!” Pinkie Pie said.

“I wish I could reach Applejack,” Rarity said pulling out her cellphone, “Ooh, I hope she's okay...”

“She and Dashie are fine,” Pinkie Pie said, “I bet they're right in front of the tower right now.”

Rarity looked at Pinkie Pie, who did look really nervous despite what she said.

“Shadow Clone!” Dash shouted, creating two clones of herself. The two clones each took a megatank while the real Dash fought the krabs. Fluttershy started making her way to the tower, but the second krab turned to her and fired at her back knocking her down.

Fluttershy: 50 HP

“Dash! Fluttershy's in trouble!” Twilight cried out.

“This isn't gonna be pretty!” Dash shouted running off to defend Fluttershy as she stood up, “Go! I'll cover you!”

Fluttershy nodded and continued running into the tower as Dash blocked the attacks to the best of her ability. She eventually took too much damage and fell back devirtualized as Fluttershy reached to tower.

Rainbow Dash: 0 HP

The monsters tried firing at Fluttershy, but they were too late as she fazed into the tower.

Fluttershy ran into the center of the tower, and allowed herself to be lifted to the upper platform.

The tent Pinkie Pie and Rarity were hiding in was plowed through by the bees, forcing the two girls to run out of the tent screaming. Anyone who saw this was horrified to see the two of them assaulted by the possessed insects to the point where they were knocked to the ground.

Once she elegantly landed she ran over to the control panel and began working her way through the tower's security.

In the school, Vice-Principal Luna and Trixie hid in the science lab, but were shocked when the windows burst open and the bees flew inside.

“We're doomed!” Luna cried out hugging Trixie.

“Twilight, whatever you're doing please to it now!” Trixie cried. The bees formed that weird symbol again, and then charged toward them. There was no escape. They were both…

Fluttershy broke through the security and placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

Back in the school, the bees all stopped midway and flew out of the school. Trixie breathed out in relief.

“Twilight did it,” Trixie said, “I don't know what she did, but she did it.”

Luna sat back against the wall in relief, “I need a vacation!”

The bees that were attacking Pinkie Pie and Rarity all dispersed, leaving the two teenage girls lying on the ground.

“I told you… they'd do it...” Pinkie Pie said smiling in relief.

“Good...” Rarity said, “Any second later, and I'd...”

It was a good thing they ended this when they did. Rarity was actually allergic to bee stings.

Twilight breathed out in relief turning to Applejack and Rainbow Dash, “We should do a return trip to the past just to be safe.”

“Ah agree,” Applejack said, “Ah'm worried about Rares an' Pinkie Pie.”

“Me too,” Dash said, “You know what to do.”

Fluttershy looked down into the abyss as the numbers on the walls fell down. There was a white light in the middle of the abyss, and a white flash shot out of it.

In the real world, Twilight pressed the enter key, “Return to the past, now!”

Everyone was engulfed in a white light, and put back where they were twenty four hours ago, which based on the time was at night.

Perfect for what Twilight had planned.

When they got back, Twilight told Applejack to help her again, which meant painting yet another picture on the wall of Vice-Principal Luna.

“Ya sure ya wanna do this again?” Applejack said focusing on the painting, “Ah don't mind either way, but XANA ain't gonna attack this time.”

“True,” Twilight said, “But I still need to work on the materialization program. Besides, Trixie's going to be stuck here alone. The least I can do is track her down and spend time with her.”

“Yer gonna be stuck here by yerself this time though,” Applejack said, as Twilight requested Applejack go on the camping trip with Rarity and the others, “Vice-Principal Luna's gonna be furious, ya know.”

“I'm pretty sure it'll be okay,” Twilight said, “With the subject matter, she can't be but so upset.”

When Vice-Principal Luna started making her way to where they were, this time Applejack ran off on Twilight's request. Twilight turned around holding the can of spray paint and greeted a shocked Luna with a smile.

“T-Twilight!” Luna cried out in shock, “Um...”

“Hi Vice-Principal Luna,” Twilight said presenting “her” picture of Luna surrounded by flowers wearing a Marilyn Munroe dress to the woman in question, “I hope you like it.”

From Applejack's perspective, it looked like Luna was torn between wanting to be really angry at Twilight, and admiring the painting. It was a shame that she couldn't take credit this time, but taking a picture of Luna's expression right now was enough for Applejack.

“An' that's goin right ta facebook,” Applejack said posting the picture. She then walked off back to the dorm to prepare for her camping trip. This time she wouldn't spend it with Vice-Principal Luna.

She'd spend it with her favorite person in the whole world.

Author's Note

This chapter is a bit of an experiment, as I hadn't even planned this out really. I just had an idea for a scene, and got to typing. Hope you enjoyed it. The next episode might take some time (will still push for next week) as it's a MAJOR episode.

As always, if you want to help support my quest for world domination, then please click here and consider donating to my Patreon.

09: False Hope

Theme Song: A World Without Danger

09: False Hope

“Virtualization!”

There was a white flash, and Luna felt herself be pulled into Lyoko, appearing in the Ice Sector, now wearing a blue general's uniform with a long black cape. At her side was a rapier.

“The source codes are in my sector,” Celestia's voice was heard from the real world, “Jon's still hurt, and with Sombra...”

“Tia, you need to guide me to Sector 5,” Luna said.

“R-right,” Celestia said, clearly trying to hold in her tears, “The transport is up ahead. I'll type in the code when you get there.”

Luna ran ahead, unaware of the monster that was creeping up behind her. Right when she reached the edge of the sector, she was hit in the back by a krab's shot.

Luna: 80 HP

She fell to one knee, but quickly turned around and pulled out her rapier.

“Luna, we don't have time for this,” Celestia said, “You need to continue to the edge of the sector.”

“Come now, dear sister, I have time to entertain a single guest,” Luna said with a confident smirk, “I have never run away from a fight before, and I won't start now.”

“Luna!”

Luna ran over to the krab, her long black cape billowing behind her. The krab continued to shoot at her, but she simply used her rapier to deflect the shots. Luna then jumped into the air over the krab, wrapped her cape around herself turning into a black drill, and shot through the krab killing it.

“You will not defeat me, XANA!” Luna proclaimed, “My might is far greater than-” a shot behind her caught her attention. Luna turned around and saw three more krabs running up to her, joined by a swarm of hornets.

Luna ran back away from the monsters as someone virtualized above her. They were a voluptuously built woman with really long and full green hair, wearing a tattered and revealing black dress, fishnet stockings, black high heels, and green bug wings on her back.

When she landed, she flew over to one of the krabs and latched onto its leg biting into it, seeming to suck some sort of energy from it. When she finished, she flew back and was engulfed in green energy, turning into a krab herself.

In her new form, she fired at the other krabs killing them before running after Luna. Luna pulled out her rapier about to strike, but the krab motioned in a way that said no and shifted back into the woman.

“It's me, Auntie!” the young woman said.

“Sorry Chrysie,” Luna said, “You're so convincing when you do that.”

“I asked Chrysalis to help us too, since XANA is much stronger in Sector 5,” Celestia explained.

“What? Don't think I can handle it on my own?” Luna asked folding her arms.

“Auntie, I don't think it's like that,” Chrysalis said, “Aunt Tia just wants to make sure XANA doesn't get a one up on us.”

Luna sighed and ran on ahead. She hated how little faith Celestia had in her. She was the best fighter on Lyoko, so she should have known how strong she really was.

It took them a little while, but they eventually made it to Sector 5, also known as Agartha. When they landed, they ran to the main section, where they were ambushed by an army of creepers.

“There's too many of them!” Chrysalis said holding out her hand creating a green energy shield, “We can't get through!”

“You can't get through!” Luna said pulling out her rapier, “I'll be just fine!”

“Auntie, no!” Chrysalis called out as Luna charged into the army of monsters. She had no choice now. She had to cover her. She shifted back into her krab form and began firing at the creepers that Luna missed.

“Chrysalis, we need to break the security. Find the switch,” Celestia commanded. Chrysalis hated leaving her aunt, but she had no choice at this point. She changed back and flew around the ever changing room to find the switch while Luna continued to plow through the monsters around her.

Chrysalis found the switch right above the exit on a platform. She pushed the switch, unaware of how close the ceiling was to slamming down on her.

“I pushed the switch. We should-” Chrysalis was suddenly crushed by a lowered section of the ceiling.

Chrysalis: 0 HP

Now that Luna was alone, the creepers continued to come out around her endlessly.

“Luna, you have to get out of there!” Celestia cried.

“I can't!” Luna cried in response, “There's too many of them! XANA is-” she stopped when she saw something approaching her from behind. It was a large jellyfish like monster. She screamed as the tentacles of the creature wrapped around her trapping her.

“Luna?! LUNA!!!!!”

Luna woke up with a start. It was the middle of the night, and she was still in her bedroom.

“What's happening to me?” Luna asked, lying back in her bed covering herself with the sheets completely, “Celestia… help me...”

The elevator door opened, and Luna walked into the super computer room. Everyone was already there.

“Glad ya could join us,” Applejack said with a smirk, “We didn't think you'd come.”

“Well, I'm apparently a part of your group now,” Luna said, “If we're going to turn the computer off, I feel I should be here as well.”

“You picked one hell of a time to join though,” Pinkie Pie said, “We're pretty much done now. Speaking of which,” Pinkie Pie turned to the newly materialized Fluttershy, “How did you sleep?”

“Oh, it was wonderful,” Fluttershy said, “I never knew sleeping was so relaxing.”

“Ya should have seen those two,” Applejack said with a laugh, “Ah woke up, an' saw Fluttershy an' Twilight snuggled up tagether with their arms wrapped around each other. Truly adorable.”

“Did you take a picture?” Dash asked.

“Sure did,” Applejack pulled out her phone as Dash, Pinkie Pie, Rarity, and Luna all gathered around to look at it.

“Aww...” everyone said in unison. Fluttershy was blushing madly trying to hide behind her hair, and Twilight refused to turn around from the computer.

“Ahem!” Twilight cleared her throat catching everyone's attention, “Need I remind you that there's still something we need to do? XANA is still alive.”

“Right, right,” Applejack said putting her phone away, “Let's get to it.”

As everyone walked to the elevator, Rarity walked next to Fluttershy, “Do you miss Lyoko at all?”

“Maybe a little,” Fluttershy said, “But I've lived there for as long as I can remember. I'm sure I'll get used to life here in the real world.”

“I'll help you any way I can,” Rarity said, “Think of me as older sister.”

“Thank you so much Rarity,” Fluttershy said, “You're really nice.”

“Ahh, give it a day an' you'll see how much of a she-devil she really is,” Applejack said playfully. Rarity hit Applejack's arm when they made it to the elevator, which was a lot fuller than usual.

The ride was a lot longer, as they were going past the scanner room and into the bottom most section of the factory. Inside they saw a large white room, with a black and gold machine slowly rising out of what looked like liquid nitrogen.

“My God...” Luna said, “Is this… XANA?”

“In a way, yeah,” Twilight said, “This is the main super computer.”

“XANA's body was under us the entire time...” Dash said, “That's unsettling.”

The seven of them walked over to the machine, all with different expressions and different thoughts. Both Rainbow Dash and Pinkie Pie thought back to when XANA had blinded Pinkie Pie, Dash balling up her fists with Pinkie Pie holding Dash's arm in defense.

Applejack looked at Rarity for a second, remembering when she was infected with that anxiety bug and almost died. She then turned back to the machine and gritted her teeth glaring at it.

Rarity wasn't even looking at the machine. She looked down, trembling in controlled rage. All she could think about was the time when XANA had almost killed her little sister. She swore then that she was going to kill XANA. She had wanted to do it herself, but this was just as satisfying.

Luna looked up at the machine in awe and fear. She had no memories of what this thing did thanks to all of the return trips to the past, but she felt a sense of dread looking at this machine. Something told her that she lost something thanks to it. She wanted to run so badly, but she couldn't bring herself to.

Fluttershy hid behind Twilight, trembling in fear looking at the machine before her. Not just because she was looking at XANA incarnate, but also from something deep inside of her. Something bad was getting ready to happen, she could tell.

Twilight was looking at the machine intently, taking in that she was looking at XANA himself. He couldn't move, he couldn't talk, he couldn't defend himself right now. She had all the control, and all the power. All she had to do was pull a single switch, and it would be over for good.

“Can you see us, XANA?” Twilight asked, “Can you hear me? Look at who's behind me right now. I have Fluttershy, and you don't. You said that she was your slave forever, but we set her free. Now there's nothing you can do to stop me from turning you off.

“I do have to thank you though. It's because of you that I met Fluttershy, and that I became friends with Applejack, Rainbow Dash, Pinkie Pie, and Rarity. I even got closer to Vice-Principal Luna, who's always been sort of like an aunt to me. You existing was what made all of that happen, so I can't ignore that, but I can't forgive you for everything you did to me, to my friends, or to Fluttershy!”

Twilight walked forward to the machine and put her hand on the switch, “This is the end, XANA. You lose, and we win. Good bye forever, XANA!” Twilight pulled the switch down. The machine, the room, everything shut down.

At the same time, Fluttershy's expression went blank, and she fell to the floor limp, as if she were dead.

Pinkie Pie saw that and gasped loudly, “TWILIGHT!!!”

Twilight turned around and saw Fluttershy lying on the floor and instantly ran over to her, “Fluttershy?! Fluttershy, what's wrong?! Answer me!!!”

Everyone crowded around them worried.

“Hey! Why'd she faint?!” Dash asked.

“I don't know! She's not moving at all!” Twilight checked her pulse, and went pale, “No… she doesn't have a pulse!”

Rarity looked at the super computer, and ran over to it.

“Rares, what are ya doin?!” Applejack asked.

“Saving Fluttershy!” Rarity said turning the machine back on. Immediately Fluttershy took in a sudden breath of air and sat up, breathing heavily.

“W-what happened to me?” Fluttershy asked, looking at Twilight who was trembling, “Twilight, did I… die?”

“Oh Fluttershy!” Twilight broke down holding Fluttershy, “I'm sorry… I'm so sorry...”

Luna put her hand on Twilight's shoulder, “Twilight, we need to figure out what happened.”

“Y-you're right,” Twilight said wiping her eyes, “Come on. We'll scan Fluttershy and figure out what XANA did to her.”

Everyone got up and walked over to the elevator, except for Rarity.

“Rarity, you coming?” Dash asked.

“I'll join you in second,” Rarity said, “Need time… alone...”

The elevator closed going up. When she was sure she was alone, Rarity balled up her fists looking down growling in anger. She then looked up at the machine, tears of anger streaming from her eyes. After a second, she ran over to the machine and began pounding it, screaming in rage. She knew that it wasn't hurting XANA at all, but she wanted XANA to know exactly how much she hated him.

After a few seconds, she fell to her knees sobbing uncontrollably. She hated XANA for what he forced her to do just now, she hated herself for doing it, and also for partially regretting it. She just saved Fluttershy, and XANA.

“Ya nenavizhu tebya… XANA...*” she sobbed.

Fluttershy was put back in the scanner, not to go back into Lyoko, though. That was the last place they wanted Fluttershy to go. Twilight put her in so they could scan her DNA to see what was wrong.

Luna had theorized that since she came from Lyoko she was an intimate part of its programming, but Twilight told her that wouldn't be the case. The program was designed to separate her from the program that was Lyoko so she could exist independently of it. This shouldn't have happened.

After she was done being scanned, Fluttershy came back up to the computer room to help Twilight with the analysis. They seemed to work well together even in the real world, Fluttershy standing over Twilight's shoulder looking at her data along with Twilight.

As they were the only ones who were useful, everyone else just scattered in the computer room doing their own thing. Pinkie Pie sat off in a corner playing some sort of Mega Man game on her 3DS, Rainbow Dash was on another side stretching, Rarity had come up a little while ago and needed comforting, so she and Applejack went off to the back of the room to talk, and as Luna felt a little out of place, she had opted to stay toward the back too, so she heard their conversation.

“I hate myself...” Rarity said.

“Rares, don't do that ta yerself,” Applejack said embracing her from behind.

“I save XANA… I must be XANA's favorite person now…” Rarity fussed.

“Rares, listen to yerself,” Applejack said, “Yer treatin yerself like yer our enemy now.”

“Aren't I?” Rarity asked turning to Applejack, “XANA is alive, because I pulled on switch!”

“If I may interject,” Luna said walking up to them, “I feel that you were the bravest one there, Miss Dostoevskaia.”

“Brave? Me?” Rarity asked.

“You didn't save XANA,” Luna said, “You saved Fluttershy. XANA coming back to life was a side effect. Unfortunate, but necessary in order to save her.”

“So… I did right thing?” Rarity asked.

“Tell me, do you regret saving your friend?” Luna asked.

“Nyet!” Rarity said shaking her head.

“Had there been another way, would you have taken it?” Luna asked.

“Dah! Dah!” Rarity said nodding.

“Then there's nothing to be upset over,” Luna said, “XANA might be happy, but Fluttershy is alive. That's what's important.”

Rarity closed her eyes, took a deep breath, and then nodded, “You're right, Vice-Principal. Spasibo,” Rarity said with a bow. Luna raised an eyebrow, making Applejack laugh a bit.

“She said thank you,” Applejack said. Luna nodded.

“Oh, you're welcome, Miss Dostoevskaia,” Luna said walking off.

“She's actually nicer than I thought,” Rarity said.

“She's still a cunt though,” Applejack said. Rarity giggled and kissed Applejack on the cheek.

“Spasibo, Applejack. You help me feel better too.”

“Aw, yer welcome, Rares,” Applejack said rubbing the back of her head blushing.

Luna sat down next to Pinkie Pie instinctively, who was really into her game it seemed. After a second, she turned to Luna and held her game out to her.

“Wanna give it a try?” Pinkie Pie asked out of nowhere. Luna looked surprised, and seemed to consider her answer.

“Well… um… I don't…” she turned to Pinkie Pie, who was smiling, “Gimme the game.”

Pinkie Pie handed her the 3DS, and Luna began playing. She seemed to be having trouble in the beginning, but Pinkie Pie helped her with a few of the controls. After a second, she was just as into it as Pinkie Pie.

After a few more minutes, both Twilight and Fluttershy gave the same grave sigh at the same time, catching everyone except for Luna's attention.

“YES!!!” Luna shouted pumping her fist. When everyone turned to look at her, she pointed to the 3DS, and then looked down in shame sitting back down.

Applejack rolled her eyes and put her attention back to Twilight and Fluttershy, “What did y'all see?”

“Well, we know what XANA did to Fluttershy,” Twilight said sitting back in her seat. Fluttershy walked off from everyone and leaned against a wall looking down, her eyes covered by her hair.

“Okay, so what did he do?” Dash asked, “And how do we fix it so we can turn the computer off?”

Twilight sighed turning her chair around to look at everyone, “We can't turn it off. Fluttershy is missing vital data.”

“Vital data?” Pinkie Pie asked, “What sort of data?”

“I don't know,” Twilight said, “But that data is most likely within Lyoko, and probably stolen by XANA himself.”

“Oh Fluttershy...” Rarity said looking at the quiet teen in question, her expression unreadable.

“So until you find this missing data…” Luna said, letting someone finish.

“I'm… still connected to Lyoko… and XANA...” Fluttershy said somberly. Everyone was silent hearing this. They had worked so hard to rescue Fluttershy, and XANA had gotten the one up on them. Now he was using Fluttershy as a hostage in order to keep himself alive.

XANA probably had this planned from the beginning, allowing them to think they had him beat.

Twilight stood up from her chair and walked to the elevator, leaving the computer room without a word. Luna watched Twilight as she left while everyone else went over to Fluttershy.

“I'll follow Twilight,” Luna said taking the ladder up.

“Fluttershy...” Pinkie Pie said nuzzling her side like a cat almost.

“Talk to us,” Rainbow Dash said, “How are you holding up?”

“I really don't know...” Fluttershy said softly, “I feel this pain in my chest, and everything is darker right now...”

“Sounds like depression ta me,” Applejack said, “Which is understandable. XANA found a way ta still keep ya prisoner.”

“I'll never escape XANA...” Fluttershy said somberly, “This proves it… no matter what I do… I'll always belong to him...”

“Stop it!” Rarity seethed, catching everyone's attention. Fluttershy looked at Rarity in shock.

“Rarity?” Fluttershy asked. Rarity walked over to Fluttershy and held her against the wall, shocking everyone.

“Stop saying that! We didn't fight for six months just for XANA to laugh at us! XANA wants us to feel helpless, but we're not going to give him satisfaction! We're going to figure this out, but you giving up isn't going to do any good!”

Rarity apparently caught herself, because she let Fluttershy go and stepped back, both girls looking at each other in shock.

“Fluttershy, I...”

Fluttershy shook her head, “No, you're right. I need to become stronger. All of you are fighting so hard for me, yet here I am collapsing from this one thing XANA has done to me. Thank you, Rarity.”

Rarity smiled, “You're welcome, Fluttershy.”

“Think Twilight is okay?” Pinkie Pie asked looking I the direction of the elevator.

“Luna's with her,” Applejack said, “Ah'd like ta think that she's in good hands.”

“Even Luna's?” Dash asked.

“Ah may hate the woman's guts, but Ah don't hate her,” Applejack explained, “She's jus' a bitch, an' a cunt.”

“And people say I have dirty mouth,” Rarity said with a raised eyebrow.

“Ah know the stuff ya say when yer angry,” Applejack said, “Yer a freakin sailor when pissed off.”

“But I curse in Russian, so it doesn't count,” Rarity said turning her nose to the air. That got a laugh out of Fluttershy, something that made everyone relieved. They had gone too long without hearing that sound today.

All was right in the world now.

Twilight went outside the factory and leaned on the railing of the bridge, where she let her tears flow freely. She felt like she failed Fluttershy. She could just hear XANA taunting her.

I told you, didn't I?

Fluttershy belongs to me.

She's my slave now and forever.

“Damn you XANA...” Twilight sobbed, “Damn you...” she felt someone stand next to her, and looked to see Luna leaning against the rail right next to her, “Luna...”

“Seems this XANA has been toying with everyone,” Luna said, “First Rarity, then Fluttershy, and now you.”

“XANA told me this would happen,” Twilight said, “He said right to my face that Fluttershy was his forever, and I denied him like a fool,” she began crying softly, “I thought I could beat XANA, and he had all the cards the entire time.”

“Perhaps a part of you underestimated your enemy?” Luna asked. Twilight thought about that for a second, sighing when she realized the answer.

“Maybe a little,” Twilight admitted, “We defeated XANA so many times, though. You don't remember, because we used Return to the Past, but we've been fighting XANA for six months.”

“And what a fight,” Luna wrapped her arms around Twilight, “You should be proud of all you accomplished.”

“What good is it?” Twilight asked, “In the end, we lost.”

“No Twilight, you didn't lose, you just haven't won yet,” Luna said. Twilight looked up at Luna in surprise.

“We haven't lost?” Twilight asked.

“No,” Luna said as if obvious, “The fight isn't over until you give up. That, Twilight, is what XANA wants.”

Luna turned Twilight around to face her and put her hands on her shoulders.

“Twilight, you made me so proud yesterday. How you fought for your friends, and the way you went into Lyoko yourself to save Fluttershy. Celestia, Discord, you, everyone has been trying to tell me that there's something more important than grades, and after seeing what you were able to accomplish yesterday, I finally understand it. You have grown into an amazing young woman Twilight, and I'm proud of you.”

Those words. Most people didn't know this, but Twilight had always looked up to Luna and wanted her to be truly proud of her. When she said that, she embraced the older woman. They stayed like that for a few seconds, until Twilight saw Fluttershy walk out of the factory toward them.

“Fluttershy?” Twilight asked. Luna turned to Fluttershy smiling, and then leaned in close to Twilight's ear.

“I think I'll leave you two alone now,” Luna said walking back into the factory. Fluttershy stood next to Twilight leaning against the railing looking up at the sky.

“The sky is nicer here than in Lyoko,” Fluttershy said after a second.

“What do you mean?” Twilight asked.

“Well, it changes,” Fluttershy explained, “Each sector in Lyoko is just static, but here the sun rises and sets at regular intervals, sometimes its cloudy, water even falls from the sky. I would love to see that,” there was a sudden breeze, and Fluttershy closed her eyes, “Mmm, the wind feels really nice. I love your world, Twilight.”

“Fluttershy, I...” Twilight looked down, “I'm so sorry. I promised that I would save you from XANA, yet you're still connected to him. Even though you're here in the real world, XANA is still going to-”

Fluttershy suddenly turned Twilight around and kissed her. It was deep, and full of love and passion. She even locked her fingers around Twilight's. Twilight was shocked at first, but soon fell into the bliss of the kiss.

When their lips parted, Fluttershy looked deep in Twilight eyes.

“I've wanted to do that for the longest, Twilight,” Fluttershy said.

“Oh… Fluttershy...” Twilight breathed out.

“On Lyoko, I could only see and hear,” Flutteshy admitted, “I wanted to have a human body when I kissed you, so I could feel what you felt.”

“How… did it feel?” Twilight asked, feeling incredibly flushed.

“Mmm… I loved it,” Fluttershy asked, “What I want to know though, is what you thought of it?”

“What… I...” Twilight's breathing picked up. Holy cow Fluttershy was hot right now.

“Well, it was your dream, right?” Fluttershy got really close to Twilight, “Was it what you were hoping it would be, kissing me?”

“Oh… yes...” Twilight breathed out, “It… was...”

“You want to kiss again?” Fluttershy asked.

“Please?” Twilight asked. Fluttershy instantly pressed her lips against Twilight's again. There was no question what Fluttershy felt for Twilight. She was in love with her. Standing on the bridge, lip locked with this angel, made it real to Twilight. Fluttershy was here. She was actually here in the real world.

“Why are you doing this?” Twilight asked once they parted again, “Not that I mind, but-”

“Because XANA is probably watching,” Fluttershy said, “I'm not going to let XANA ruin this time for us. We're together now, and I want to enjoy this as much as possible. I want you to teach me about your world, Twilight.”

“Fluttershy… are we, um… you know...”

“I don't know, do you want to be… you know?”

God this girl was incredibly hot. Twilight hadn't ever figured out if she was a lesbian or not, but if she wasn't, Fluttershy here converted her.

To answer her question, Twilight kissed Fluttershy, this time the two of them opening their mouths and letting their tongues meet for the first time. This moment felt almost like a victory in of itself.

Take a good look, XANA, Twilight and Fluttershy thought.

Everyone decided to give Twilight and Fluttershy space for the rest of the day to themselves. The two girls went all over Canterlot, Twilight showing Fluttershy many different sights. They went to the arcade, where Twilight taught Fluttershy how to play laser tag. They went to a movie, which Fluttershy really enjoyed. Finally, Twilight took Fluttershy to a pizza shop, where Fluttershy tasted pizza for the first time.

At the end of the day, Twilight took Fluttershy back to her room, where they spent the rest of the night together. After tomorrow Fluttershy would have her own room in the dorms, so they decided to enjoy sharing a bed for a little while longer.

When Applejack returned to her and Twilight's room, she saw Fluttershy and Twilight lying in Twilight's bed together, in a manner that told Applejack exactly what their relationship was. She couldn't help but smile seeing them together.

“Y'all 're even further along than Rares an' Ah...” Applejack said softly. She slowly closed the door, going to Dash and Pinkie Pie's room to get ready for bed as to not disturb the two sleeping lovebirds.

The next day, Fluttershy went to Celestia's office to be enrolled into Canterlot High. The plan was that she'd be presented as an orphan, and the letter of recommendation was from one of the “nuns”, stating that Fluttershy was fifteen years old, shy, but brilliant.

She went early in the morning. Luna opted to escort her to her sister's office.

“Thank you for helping us,” Fluttershy said.

“Twilight is like a niece to me,” Luna said, “I want to support her. Mind you, I have no intention of going easy on you just because I'm a part of your group, and I'm only joining as your adult contact.”

“Oh, I realize,” Fluttershy said, “I didn't think you'd be going into Lyoko. I would advice we scan you into the computer though, just in case we still have to use Return to the Past.”

“Will I have to...” Luna asked.

“Oh no, you don't have to go into Lyoko for that,” Fluttershy said, “We just have to give the computer your information. I can sort of tell that you're afraid of the computer.”

“Y-yes...” Luna said looking away, “Ahh, here we are.”

Luna opened the door escorting Fluttershy into Celestia's office.

“Sister, the new student arrived,” Luna said. Celestia looked up at Fluttershy while drinking her coffee, and actually choked in shock for some reason.

“Y-you!” Celestia cried out.

“Um… I'm sorry miss, do I know you?” Fluttershy asked. Celestia was silent for a few seconds before composing herself.

“Sorry honey, I thought you were someone else,” Celestia said, “You have your letter of recommendation?”

“Yes,” Fluttershy said handing Celestia the letter. Celestia looked the letter over, raising an eyebrow suspiciously. Fluttershy's heart was racing, and Luna looked a little tense as well.

“Well, everything checks out,” Celestia said, “Since this is such short notice, you'll have the day off today. Um, what did you say your full name was?”

Oh boy. What was the name Twilight told her to use?

“Fluttershy Sandora,” Fluttershy said.

“Sandora… that's a unique last name,” Celestia said, “Where are you from?”

“I don't know...” Fluttershy said looking away slightly, “I was left at the orphanage when I was a baby. The only thing I had was my full name and birth certificate.”

“I see...” Celestia said with a sigh, “Well, I'll have Luna show you to your room. You're free to explore the campus for today, as long as you stay out of the classrooms.”

“Thank you Principal Celestia,” Fluttershy said with a bow. She left the office in a hurry, as to get away from that woman. Something about the way she looked at her wasn't right.

She acted like she knew her.

“By the Gods...” Celestia said covering her mouth in shock, “You actually did it...”

She didn't know how she did it, but Twilight actually succeeded. Did this mean it was over? Was she safe now? No, there was something wrong. Fluttershy acted like… she didn't know her.

Unknown to everyone, one of the scanners was activated, and began scanning something. When it opened, something small and metallic walked out looking around.

A kankrelak…

“So? Spill it.” Dash said to Twilight at lunch. This was one of the few periods they all had together.

“There's nothing to spill,” Twilight said biting into her sandwich.

“Please. Applejack told me how you two looked last night,” Dash said rolling her eyes, “Lying under the covers, holding each other intimately, you guys are more obvious than Rarity and Applejack.”

Rarity threw a pea at Rainbow Dash, and Applejack whacked her in the arm.

“Fluttershy and I are… well I think we're… you know...” Twilight said sheepishly, “She surprised me. When it comes to expressing her love, she's really seductive.”

“Fluttershy has natural beauty,” Rarity said, “Truth is, with her shy and innocent attitude, she could charm any boy in school. Only made worse with how gorgeous she is.”

“Tell me about it,” Pinkie Pie said, “If she wasn't already taken, I'd be lesbian for her.”

“Ah thought you were already bi,” Applejack asked raising an eyebrow.

“Nope,” Pinkie Pie said shaking her head, “I'm completely straight.”

Everyone looked at Pinkie Pie like she was an alien. She had flirted with, groped, licked, nuzzled, kissed every single one of them, and she was straight?! What was wrong with the world?

“Anyway...” Twilight said trying to ignore that weirdness, suddenly feeling rather glum, “Guys, I'm afraid to enjoy this.”

“Why?” Dash asked.

“You know why,” Twilight said with a sigh, “XANA stealing her data. She's not even fully here. XANA is going to activate a tower at some point. What if she tries to go back to Lyoko?”

“Ya still have Code Earth, right?” Applejack asked.

“I do, and I can still use it,” Twilight answered.

“Then when she does have ta go back ta Lyoko, jus' use Code Earth ta bring her back. Also, by now if we use Return ta the Past she'll jus' end up somewhere in the real world. Isn't the limit of that program forty-eight hours?”

“It is, and by now she's been in the real world for longer than that,” Twilight said, “But what if the rules are different for her. Also, what if that data she's missing is really important, like she starts fading away or something, or she can't live in the real world for too long, or-”

“Twilight, stop,” Pinkie Pie said cutting her off, “Don't do this to yourself.”

“But-”

Pinkie Pie reached across the table and took Twilight's hands, “This is what XANA wants. Fluttershy is fine, Twilight. As long as the computer stays on, she'll be okay.”

“And I doubt XANA gonna turn the computer off himself,” Dash said, “That's the one thing we have in common with him. Right now, we need that computer to stay on.”

“Thanks guys,” Twilight said breathing out in relief, “You're right. Fluttershy is here, and that's what counts.”

“Speaking of her missing data,” Rarity said, “I have theory of what data might be.”

“Ya do? Cause Ah'm stumped,” Applejack said.

“What if missing data is Fluttershy's memories,” Rarity asked.

“You think so?” Pinkie Pie asked.

“Don't you think it's odd that Fluttershy doesn't remember why she was made?” Rarity asked, “I'd like to think that information would be downloaded within her.”

“That is true,” Twilight said thinking, “I never really thought about it, but Rarity brings up a good point.”

“I just sort of figured that the data just left from being shut down for ten years,” Dash said with a shrug.

“I thought that too,” Twilight said, “But that would mean that the computer itself has bugs in it or something. The computer, the scanner, XANA unfortunately, they all work just fine. The only thing that doesn't work properly...”

“Is Fluttershy,” Applejack said thoughtfully, “Also, she knows how the machines work. She knew about XANA before any of us did, she knows how the scanners work, an' how the various programs like Return ta the Past an' deactivatin towers work. How come she knows all of the functions of Lyoko...”

“Yet can't remember her own?” Dash asked, “Yeah, that is weird.”

“XANA must have stolen her memory files,” Twilight said, “If we're right though, then he must have taken them sometime before Eos and the other Architects shut down the computer.”

“Do we know anything about the Lyoko Architects yet?” Pinkie Pie asked.

“No more than before,” Twilight said, “Eos, Selene, Thanatos, Proteus, and Chaos are all code names based off Greek Deities. They were smart keeping their identities a secret.”

“That sucks,” Dash said, “I bet they'd know where to look for Fluttershy's memories.”

“Hey, where is Fluttershy?” Pinkie Pie said looking around, “I haven't seen her all day?”

“Oh, I thought I told you,” Twilight said, “She's with Vice-Principal Luna in the factory. She's going to scan her in the super computer so she won't lose her memories when we do Return to the Past.”

“So she's really joinin us, huh?” Applejack said somewhat irritated.

“Only as a consultant and out in school contact,” Twilight said, “I had always wanted to get a teacher on our side. Having the Vice-Principal makes things a lot easier. She'll be able to cover for us when we have to make factory runs, and help defend the school.”

“Well, Ah ain't changin my tune about her,” Applejack said.

“I doubt she's going to change her tune about you any easier,” Rarity said nudging Applejack.

“She's actually really nice when you get to know her,” Pinkie Pie said, “I'm gonna try and become her friend, so we can play video games together.”

“The Vice-Principal playing video games?” Dash asked, “Sure. Next you're gonna tell me that the Principal is a computer hacker.”

Everyone laughed at the idea of Celestia being able to hack computers.

“I wonder what XANA's next move is going to be though,” Twilight said to herself, “Now that Fluttershy is in the real world, there's no telling what XANA will try to do.”

“Whatever XANA tries, we'll be ready,” Dash said.

“Yeah, don't worry,” Pinkie Pie added, “We've handled things fine up until now, right?”

“True, but XANA was holding back up until this point,” Twilight said.

“That's scary thought,” Rarity said, “Honestly, we might not be prepared.”

“Ah'm really worried 'bout Fluttershy bein out there on her own,” Applejack said, “Even if she's with Vice-Principal Luna...”

The scanner Luna was in opened after it was finished its job. She wasn't afraid to admit that she was happy to be out of it. Something about those things she hated. She didn't know exactly what though. Twilight and her friends seemed to be doing just fine with them, right? So they were safe to use.

Luna took the elevator up, where she saw Fluttershy sitting in the seat that Twilight usually sat in. She looked oddly at home there.

“So… are we done here?” Luna asked.

“Hold on...” Fluttershy said looking at the computer, “The super computer is picking up odd data from you.”

“Odd data?” Luna asked, getting a little worried.

“For some reason, it can't scan you completely,” Fluttershy said typing on the computer, “Don't worry, you're scanned into the computer for sure, but you won't be able to go into Lyoko.”

“Honestly, I'm not too upset about that,” Luna said rubbing her arm, “This place scares me.”

Flutteshy turned her seat around to Luna, “I understand. Actually, I'm afraid of being here too.”

“You are?” Luna asked, “But you live here.”

“No, I lived there,” Fluttershy pointed to the hologram, “The computer itself just connects to it. Seeing my home like this though… it makes me almost feel like its not real.”

“Well, clearly it is real,” Luna said, “Otherwise you wouldn't be here.”

“True,” Fluttershy said getting up, “Come on. If we don't get back soon the others will wonder what we're doing.”

“Not complaining about that,” Luna said as she and Fluttershy got back in the elevator going up, “By the way, I heard a rumor that you and Twilight had quite an intimate night.”

Fluttershy blushed looking down, “Oh, um… did we do something bad?”

“Not really,” Luna said, “Just… knowing that Twilight did that is… hard for me.”

“I'm sorry,” Fluttershy said looking down, “I've wanted to be close to Twilight for months. I love her very much. I merely thought that it was the human thing to do...”

“And you weren't wrong,” Luna said, “It's just… Twilight is only fourteen in this world. Go easy with her, okay? Don't push her into anything that she'd be uncomfortable with.”

“Oh, I would never make her uncomfortable,” Fluttershy said, “Besides, she and I have different rooms now, so I'm sure she and I won't be able to...”

“Well, curfew is at nine,” Luna said, “That means whatever room you're in at that time is the room you're staying in for the night,” Fluttershy looked at Luna, who was giving her a knowing smile, “Just something to keep in mind.”

“Luna… I...”

“If you're going to be human, you need to learn how to bend the rules to get what you want.”

“This coming from the woman Applejack calls the queen of discipline?” Fluttershy asked with a laugh.

“I wasn't always the school disciplinarian. In my youth I was quite the troublemaker myself,” Luna said, almost looking proud.

“Oh really? You must have been a real hell raiser then, huh?” Fluttershy asked. Luna blushed madly looking away.

“I'd… um… rather not talk about it...” Luna said awkwardly.

Fluttershy broke out laughing all of a sudden. She said it. She actually said it.

When they got outside they stopped as something red shot at their feet. Fluttershy and Luna looked in front of them and saw the oddest thing in front of them. A kankrelat.

“Fluttershy, what is that?” Luna asked.

“One of XANA's monsters!” Fluttershy asked, “But what's it doing out here in the real world?!”

The kankrelat charged up and fired at Fluttershy, but Luna pushed her out of the way getting shot in the back as a result.

“Augh!” Luna screamed.

“Luna!” Fluttershy cried out. The kankrelat scurried over to Luna and Fluttershy poised to fire again, but Luna quickly turned around and kicked the tiny monster back.

“Come!” Luna said grabbing Fluttershy's hand and running back to the school. She knew that Twilight would know what to do, and that Fluttershy would be safer surrounded by her bodyguards than with her.

One of the students of Canterlot High was outside walking back to the dorms when she saw something odd flying around the school. It looked sort of like a bug, but it was bigger, and it actually looked like it was searching for something in particular.

When the large bug thing saw the student, it flew into her face making her fall back. From its stinger, it fired a red laser at the student, who quickly scurried away screaming.

Pinkie Pie happened to be walking outside when she heard the student screaming. She bumped into the student, who looked really frantic.

“Hey, what's up Bonnie?” Pinkie Pie asked, “You look like you saw a monster.”

“I did! Look!” Bonnie said pointing behind her. When Pinkie Pie saw what it was, her usual jovial attitude was replaced with instant action.

“Come with me! Quick!” Pinkie Pie shouted running back in the school, the flying monster shooting at them the entire time. As she ran she pulled out her cellphone.

“Dashie, we have a problem!” Pinkie Pie called out.

“What's up?” Dash asked.

“You're not going to believe it, but I'm being chased by a hornet!” Pinkie Pie cried.

“Pinkie Pie, XANA already tried that,” Dash joked.

“No Dashie, I mean a hornet, as in big, flying, fires lasers out of its ass, that kind of hornet!”

“Wait what?! Hold on, where are you?!”

“I'm with Bonnie! We're outside near-” Pinkie Pie gasped when she looked up, seeing three more hornets in front of her, “DASHIE!!! HELP ME!!!”

Dash heard something like a laser fire, and then the line went dead.

“Pinkie Pie?! PINKIE PIE!!!” she hung up her phone, “Shit!” she ran off, ignoring her next class instead going out to search for Pinkie Pie. If XANA hurt her, he'd wish they had just turned off the computer.

She was going to kill XANA.

On the way, she pulled out her cellphone again calling Rarity.

“Rarity, where are you currently?” Dash asked.

“On my way to English,” Rarity groaned, “Why?”

“Pinkie Pie was attacked by XANA's monsters, in the real world!”

Rarity dropped her books looking horrified.

“WHAT?!”

Pinkie Pie and Bonnie were backed up against a wall as the now five hornets hovered in front of them. Normally she could handle these things easily, but there were two things different. Number one, Dash was usually with her, and she could fight them easier.

Number two, she was usually a cat girl when facing these things.

“Hurry Dashie...” Pinkie Pie said trembling, “Find me… please...”

Rainbow Dash and Rarity met up outside and then turned to see Pinkie Pie and Bonnie about to be attacked.

“PINKIE PIE!!!” Dash shouted. Rarity picked up a nearby crowbar and Dash picked up a rock. The two girls ran over to the scene, Rainbow Dash throwing a rock at one of the hornets killing it. When they flew over to them, Rarity spun around slashing two of the hornet killing them.

“I'll lead them away!” Rarity said running off, happy that the hornets were flying after her. Dash ran over to Pinkie Pie and Bonnie, kneeling in front of Pinkie Pie.

“Pinkie Pie, are you okay?” Dash asked. Pinkie Pie immediately embraced Dash.

“Oh Dashie, thank you!” Pinkie Pie cried, “I didn't know what to do! I can't fight hornets in the real world!”

“I know,” Dash said looking into Pinkie Pie's eyes, “We'll get through this. Let's get Twilight and Applejack, then we can search for Fluttershy and figure out how to fix this.”

Pinkie Pie nodded and got up with Dash, who looked at Bonnie.

“Get inside where it's safe,” Dash ordered, “No matter what, don't leave the school building, okay?”

“Alright,” Bonnie said, watching in shock as Pinkie Pie and Rainbow Dash ran off.

Rarity was now surrounded by hornets, who kept flying around her firing. Thankfully she still had her skills from Lyoko, so she was able to block most of their attacks with the crowbar.

It was too bad she didn't have her real sword though, as the crowbar eventually took too much damage and was shot in half. Rarity was about to react but was then shot in the shoulder. Immediately she fell to her knees holding her shoulder in pain, as the shot hurt a lot more in the real world.

“Rares!” Rarity heard Applejack call out. She then saw Applejack skate over to her, being chased by two more hornets and a kankrelat.

“AJ!” Rarity cried out. She rolled out of the way as all the hornets fired at the same time, and she and Applejack ran into the gym together. Once the door was secured shut, Applejack went over to Rarity, who fell into a sitting position wincing in pain.

“Damn, this looks bad,” Applejack said looking at the wound, “Can ya move it?”

“Dah...” Rarity nodded, “Where's Twilight?”

“She's back in her room,” Applejack said. She heard another door open and close, and saw behind them Fluttershy and Luna run into the room. Luna also looked like she was in pain.

“Fluttershy! Luna!” Applejack ran over to them, “Are y'all okay?”

“I'm fine,” Fluttershy said, “But Luna was hit in the back by a kankrelat.”

“I'm fine,” Luna groaned, “This is just- AHH!!!” she screamed falling to her knees. Applejack immediately held her up.

“Hold yer horses,” Applejack said, “Those shots can kill a real person. Yer lucky it's jus' a flesh wound. Fluttershy, Ah'll take Luna an' Fluttershy ta the infirmary. You head ta Twilight's room an' wait fer Dash an' Pinkie Pie.”

Fluttershy nodded and ran off to Twilight's room. Applejack helped Luna up and then walked over to Rarity, guiding them both to the infirmary.

“I'm impressed with your resolve,” Luna said to Applejack, “Maybe you're not such a spoiled delinquent after all.”

“Oh?” Applejack asked, “If yer thinkin that, then Ah need ta get started on my next prank soon. Can't have ya thinkin I went soft.”

“God forbid,” Luna said. Applejack couldn't tell if she were being sarcastic or serious, but she did know one thing. Luna protected Fluttershy. Maybe having her on the team wouldn't be so bad after all.

Fluttershy, now alone, fell to her knees hugging them, and broke down crying. She knew why XANA was doing this. He was trying to take her back. He wanted to turn this wonderful thing into something awful, by telling them “I can materialize things into the real world too”.

XANA was going to bring the fight to the real world now, unless Fluttershy returned to Lyoko. She didn't want to return to Lyoko, but if she didn't, XANA would…

Fluttershy heard running. She looked up slightly and saw Rainbow Dash and Pinkie Pie running up to her.

“Fluttershy!” Dash said as she and Pinkie Pie knelt down to her.

“Dash… Pinkie Pie… I'm sorry...” Fluttershy sobbed, “This is my fault...”

“What do you mean?” Pinkie Pie asked.

“XANA is using the materialization program to bring his monsters out into the real world,” Fluttershy explained, “He's doing this because I'm here,” Fluttershy covered her face with her hands, “Even out here, I'm still putting your world in danger! I'm a horrible person!”

“Hey, hey, hey,” Dash put her hands on Fluttershy's shoulders, “Listen, none of this is your fault. XANA's just being an asshole, that's all.”

“We'll stop XANA,” Pinkie Pie said, “We always do, right?”

“R-right...” Fluttershy said with a nod. Dash helped her up, and they continued to make their way to Twilight's room. Once there, Twilight immediately turned to the door and looked relieved.

“Oh thank God!” Twilight said running up to Fluttershy and hugging her, “I was so worried about you out there!”

“Luna protected me,” Fluttershy said, “She's hurt though. A kankrelat shot her in the back, and I think Rarity got hurt pretty bad too.”

“Shoot,” Twilight said, “This isn't good.”

“How is XANA doing this?” Pinkie Pie asked, “Is he really just using the materialization program?”

“I'm afraid so,” Twilight said, “Honestly, I didn't know he could make use of Lyoko programs himself.”

Dash thought to herself, “Hey, check the super scan,” she requested.

“Huh?” Pinkie Pie turned to Dash, “Why?”

“I have a theory,” Rainbow Dash said, “Just check it, okay?”

Twilight nodded and went back to her computer. She immediately opened up the super scan, and an alarm went off, showing a tower activating.

“You were right,” Twilight said amazed, “XANA activated a tower in the Desert Sector.”

“Bingo,” Dash said, “XANA would have to if he planned on using a program in the super computer himself. He may be all powerful in Lyoko, but he's still a computer program out here.”

“So if we just deactivate the tower, the monsters should go away?” Pinkie Pie asked.

“Yep. If we use Return to the Past too, Luna and Rarity should be okay too,” Dash continued.

“Problem,” Twilight said, “To deactivate the tower, that would mean...”

“I'll do it.”

Everyone turned to Fluttershy, who was looking down trembling.

“Fluttershy, are… you sure?” Twilight asked slowly.

“Yes, I am,” Fluttershy said balling up her fists, “XANA is attacking my friends' home. If he wants me to come back to Lyoko so badly, then I'll go back to face him.”

Twilight looked down seriously. This was what she was so afraid of. XANA wanted Fluttershy to come back to Lyoko, and they were giving her right to him.

“We'll go in with her,” Pinkie Pie said, “Afterwards, just use Return to the Past and Fluttershy should be out here with us, right?”

“In theory, yes,” Twilight said, “It's just...”

“Twilight, please, let me do this,” Fluttershy took Twilight's hands earnestly, “You've worked so hard to protect me. Now it's my turn to protect you.”

“Fluttershy…” Twilight said, embracing Fluttershy, “You're really brave, you know that?”

“No Twilight, I'm not,” Fluttershy returned the embrace, “I just have something in this world that I wish to protect.”

Pinkie Pie and Dash looked at them smiling somberly. They really were great together, and here was XANA trying to tear them apart.

“We can take the secret passage,” Twilight said, “Hopefully it'll be clear.”

“If not, it will be in a minute,” Dash said pulling out her cellphone, “Applejack, where are you? Great. Yeah, we're heading to Lyoko, but we need you to make sure the secret passage is clear. Alright, thanks,” she hung up, “Applejack is going to clear a path for us while she searches for other students and faculty.”

“Fantastic,” Twilight said, “Let's get going.”

Twilight, Pinkie Pie, and Rainbow Dash ran out of the room, but Fluttershy took one last look at the bedroom. This could have been the last time she ever saw it.

“At least I finally got to kiss you, Twilight,” Fluttershy said somberly before running out of the room after her friends. XANA wanted her so bad, well he was getting her. He might not like what happened when she got there though.

She wanted to end this whole thing, today.

Applejack left Rarity and Luna in the infirmary, and then skated over to the secret passage. Just as she thought, XANA placed a few kankrelats around it to guard it. Applejack looked around for something to throw or shoot, and saw a water hose hooked up. She smirked, picked it up, and ran over to the kankrelats.

“Hey, thirsty XANA?” Applejack said shooting the kankrelats with the water. Thankfully they weren't water proof, because the two she hit began sparking and exploded. The other two fired at her, but she jumped to the side and stuck her tongue out at them.

The kankrelats ran after her just as Pinkie Pie, Rainbow Dash, Twilight, and Fluttershy stepped out of their hiding place.

“Will she be alright?” Fluttershy asked.

“She'll be fine,” Twilight said, “Applejack is really resourceful. Come on guys.”

They all climbed down the ladder into the sewers. Pinkie Pie handed Fluttershy the second scooter.

“Here,” she said, “You can use Rarity's scooter.”

Fluttershy nodded and followed her friends down the pathway. She was surprised by how quickly they reached the factory this way. No wonder they always seemed to arrive so fast.

They climbed up the ladder, where they saw hornets hovering over the door waiting for them.

“On the count of three, we make a run for it,” Dash said, “One… two… three!”

The four girls ran as fast as they could under the monsters, each one grabbing a rope and swinging down to the elevator. They saw kankrelats running up from behind them, but they ran into the elevator and Pinkie Pie closed the door right before the monsters tackled it.

Twilight got off the elevator at the computer room and went to the computer to begin the transfer procedure while Dash, Pinkie Pie, and Fluttershy continued down to the scanner room.

“Okay, it looks like XANA is using one of the scanners to materialize his monsters,” Twilight said, “So I'm shutting that one down until we finish here.”

“Transfer Rainbow Dash!” Twilight said, closing the scanner once Rainbow Dash was inside.

“Transfer Pinkie Pie!” Twilight continued, closing her scanner once Pinkie Pie was in.

“Transfer Fluttershy!” Twilight said, Fluttershy slowly walking into her scanner with a tense expression before it closed.

“Scanner Rainbow Dash!” Twilight said, connecting Dash to her ninja avatar.

“Scanner Pinkie Pie!” Twilight said, now connecting Pinkie Pie to her cat girl avatar.

“Scanner Fluttershy!” Twilight said, connecting Fluttershy to her princess avatar, which felt really odd to her, “Virtualization!”

Twilight pressed the enter key, and the three girls vanished from their scanners, being pulled into Lyoko.

In the Desert Sector, the three girls took form in the air, landing on the ground once they completed rendering. Poor Fluttershy landed awkwardly and fell back though, making Dash laugh.

“Well, you're officially one of the main attack force now,” Dash said helping her up.

“What do you mean?” Fluttershy asked.

“It's a requirement,” Pinkie Pie explained, “You have to fall on your butt at least once either climbing down the ladder or during transfer before you're a part of team “Hey it's us”.”

“Well, I'm glad I passed the test I guess...” Fluttershy said dusting her gown off.

“If you're done initiating Fluttershy,” Twilight said.

“Right, right,” Dash said looking around, feeling like something was missing, “Hey, why aren't we near a tower like usual?”

“We did that while Fluttershy was in Lyoko because it was safer than her running around to find us,” Twilight said, “Since she transferred into Lyoko with you, I could drop you off a bit closer to the tower. You should see it a few kilometers ahead.”

“I see it,” Pinkie Pie said pointing forward. Guarding it was a megatank and two krabs.

“Yes! A megatank!” Dash said pulling out her kunai, “My favorite!”

“Shoot, krabs,” Pinkie Pie groaned getting on all fours, “My least favorite.”

“Stay behind us, your highness,” Dash said, “We'll get you into that tower safely.”

“There aren't any other monsters around except for those,” Twilight said, “This isn't like XANA at all.”

“Don't complain,” Dash said, “After the day we've been having, we could use the break.”

As Dash and Pinkie Pie ran off, Fluttershy thought about what Twilight said. She was right, this was unlike XANA. He never gave them a break.

Applejack skated through the schoolyard, searching for anyone still around. She eventually found Discord standing in front of a small group of students holding a broom, whacking three kankrelats away.

Applejack skated over to them and kicked the tiny monsters back.

“Stubborn little buggers, aren't they?” Discord asked Applejack.

“Ya alright Discord?” Applejack asked.

“Nothing this old man isn't used to,” Discord said proudly, “I'm taking these kids to the gym. Anyone you find you should take them there.”

“Alright,” Applejack said skating off while Discord guided his group. Applejack was happy he was so calm. Discord was someone you could always depend on. He must have been in the army or something in his youth though, since he didn't seem fazed by the monsters in the slightest.

Rainbow Dash reached the megatank first, who opened up and fired at her. She dodged to the side and threw her kunai at it, but it closed before she could hit it.

“Damn!” Dash said, “You guys are getting smarter.”

Pinkie Pie used her Spin Tackle on one of the krabs knocking it off its feet, and then jumped up to use her Homing Attack on the other. She was shot before she could hit it though, and fell back.

Pinkie Pie: 60 HP

Pinkie Pie caught herself and ran off a bit on all fours, leading the krabs away. As Fluttershy watched this, she knelt down and began singing, creating a hole under one of the krabs making it fall into the digital sea.

This gave Pinkie Pie the opening to hit the last krab with her Homing Attack, killing it.

“Thanks Fluttershy!” Pinkie Pie said giving Fluttershy a thumbs up. Fluttershy smiled in response, but had to take cover as something shot her way. Pinkie Pie looked and saw something odd walking over to Fluttershy.

It was a new monster. It was black and white, had four really long legs and a long body. It was about as big as a krab but didn't come up as high.

“Twilight, something weird is approaching Fluttershy,” Pinkie Pie said, “I've never seen that monster before.”

“Hold on, I'll scan it from here,” Twilight said.

Twilight began typing on her computer, looking at the new creature. The name “Tarantula” appeared on screen.

“According to this, you're looking at a Tarantula,” Twilight explained, “XANA must have made some new monsters.”

“Think this is why he's sending monsters to the real world?” Dash asked.

“Maybe... huh?” Twilight saw that one of the other scanners just activated on its own. Twilight looked on the monitor and saw something that had her really worried.

A long red leg came out of the scanner.

“Oh no...” Twilight said, “No no no no no no no! This is bad! Very bad!”

“What's bad?” Dash asked.

“XANA just materialized a krab from one of the other scanners!” Twilight shouted, “It's in the scanner room right now, and I think its trying to make its way to where I am!”

“Twilight, run!” Fluttershy urged, “We'll deal with this!”

“Be careful, Fluttershy,” Twilight pleaded. She set the microphone down and ran to the elevator. She was about to take it, but stopped when she heard it already turn on going up. She instead ran to the ladder.

Once she reached the top, the elevator opened and she saw the krab poke its head out looking around, stopping when it saw her. Twilight screamed and ran off right as the krab fired. As she ran, her phone buzzed showing a text message, one that terrified her.

I told you, Twilight Sparkle. Fluttershy is mine forever.

“XANA...” Twilight said, suddenly realizing that the krab chasing her was probably being controlled by XANA directly. She reached a ladder going up to the rafters and began climbing up, but the krab put its leg on the ladder and shook it, almost making Twilight lose her footing.

“It's you, isn't it XANA?!” Twilight asked, “You're in that krab right now, aren't you?!” her phone buzzed once again.

As inquisitive as always Twilight. I love these get togethers between us. Don't you?

The krab, revealed to be XANA, shook the ladder harder, this time actually knocking Twilight off. She fell to the ground hard. When she rolled to her back she saw XANA standing over her. Her phone buzzed with another text.

Fun fact: These are my favorite monsters to use. Their AI is so advanced. This one in particular was made specifically for me to use.

“Why did you come here directly?” Twilight asked trembling, “What's so special about me?”

Simple. I hate you, Twilight. I want the pleasure of watching the life sucked out of you personally. No one is allowed to kill you but me, Twilight Sparkle.

XANA raised a bladed leg about to impale Twilight, but she scurried away just in time and ran deeper into the factory.

You can't escape me, Twilight. My monsters are telling me where you are at all times. This has been fun, but now the game is over.

“I won't let you, XANA!” Twilight called out, stopping to face the krab that was chasing her, “I'll fight you with every fiber of my being!”

What can you do, Twilight? You're a measly human being. Even if you destroy this krab, you won't kill me. I'm CONNECTED to it. I'm not IN it.

“I don't care,” Twilight said adamantly, “Somehow, in someway, we will destroy you, XANA!”

Eos and the other Architects weren't able to stop me. Eos had to turn off the computer because she was so weak and cowardly. What makes you think you can succeed where Eos before you failed?

“Because unlike Eos, I'm not a coward!” Twilight shouted. XANA fired at Twilight, who ran off. Right now, all she could do was hope that her friends could deactivate the tower in time.

Good thing she set up Return to the Past before leaving the computer.

Dash destroyed the megatank and turned to face the tarantula as it walked over to Fluttershy and Pinkie Pie. She threw a kunai at the monster to get its attention.

“Hey, I've got full health,” Dash taunted, “Why don't you try your luck with me?”

The tarantula turned completely to face Rainbow Dash, who pulled out her kunai getting in a fighting stance.

Rainbow Dash VS Tarantula

The tarantula sat up, pointing its front legs forward. It then began rapid firing laser strikes at Dash, who actually had to put in effort to dodge.

“Whoa!” Dash cried out flipping to the side, “This guy's tougher than XANA's usual flunkies! Sweet!”

Pinkie Pie took Fluttershy's hand and began leading her to the activated tower, but another tarantula appeared right in front of her. She pushed Fluttershy out of the way just in time before either of them got hit.

“Pinkie Pie!” Dash cried out, taking two shots at the same time in the back from the tarantula, “AUGH!!!”

Rainbow Dash: 0 HP

“Rainbow Dash, no!” Fluttershy cried out watching her friend get devirtualized. She had full health, yet one shot from that monster killed her!

What was worse, now she and Pinkie Pie had to deal with two of these new monsters alone.

Rainbow Dash's scanner opened up, and she emerged looking around. The two scanners that weren't in use at the moment were completely destroyed, which meant that they couldn't send anyone else in.

“Twilight!” Dash shouted, realizing that Twilight was in danger. She couldn't wait for the elevator. She'd be too tense. Instead she took the ladder, praying that Twilight would be okay until she found her.

Pinkie Pie took a deep breath, and then jumped up using her Homing Attack on the tarantula in front of them, actually knocking it back and killing it!

She finally found the monster she was strong against!

“Fluttershy, go to the tower!” Pinkie Pie ordered, “I can take this guy on!”

Pinkie Pie rolled into a ball and dashed away, leading the tarantula away. Fluttershy ran to the tower, but stopped before she fazed into it. She couldn't bring herself to go inside and deactivate this tower. If she did, she would only stop XANA for a day. They needed a permanent solution, otherwise things would get worse and worse.

She knew what that solution was too.

“Pinkie Pie!” Fluttershy called out turning to the fight, “Let the monster devirtualize you!”

“What?!” Pinkie Pie cried out running around the monster on all fours, “But I just figured out a strategy to beat these things! I might level up after this!”

“Pinkie Pie, I'm serious!” Fluttershy urged, “You need to go back to the real world and turn the super computer off!”

“Hold on!” Pinkie Pie did a back flip out of the way of the monster's attacks, “You want me to what?! If I do that I'll kill you!”

“It's better this way!” Fluttershy said, “If you don't then XANA will attack again! He'll keep attacking, putting you, Applejack, Dash, Rarity, and Twilight in danger! I don't want that! I don't want him to keep hurting you!” Fluttershy fell to her knees breaking down, “Getting to see your world has shown me just how wonderful it is! I don't want XANA to destroy it! The only way to stop XANA for good is to turn off the computer killing me! Please Pinkie Pie! Kill XANA! Kill me! Do it to save Twilight!”

Pinkie Pie frowned listening to Fluttershy's plea, and turned to the tarantula. She ran toward it on all fours, but when it fired…

She jumped over the attack.

Pinkie Pie then used her Homing Attack killing the tarantula and landing a bit in front of Fluttershy, who was on her knees sobbing helplessly. She walked over to Fluttershy, knelt down to her, and hugged her.

“Why...” Fluttershy asked, “You had a chance to stop all of this...”

“Yeah… I did...” Pinkie Pie said softly.

“Then why didn't you?”

“Because if I did that, I couldn't give you a hug,” Pinkie Pie said tightening the embrace.

“Pinkie Pie...” Fluttershy sobbed.

“If I turned off the computer, XANA would be gone, but Twilight would be sad,” Pinkie Pie explained, “You don't want Twilight to be sad, do you?”

“No… I don't… But I want to protect her… All I can do is deactivate towers… and that just stops XANA for a few days… I can't stop him forever… you're the only ones who can destroy XANA for good...”

“Maybe so, but you're the only one who can save Twilight now.”

Fluttershy looked into Pinkie Pie's eyes in shock.

“Fluttershy, you're worried about stopping XANA once and for all, but don't you see? Twilight is in danger right this second. You can save her, by deactivating this tower behind us. Is it a permanent solution? No it isn't. But I'd rather have to fight XANA for a few more months than to lose one of my closest friends forever. You love Twilight, don't you?”

“I do, I really do!” Fluttershy said, “That's why I-”

“That's why you need to do this. You may not have to power to stop XANA, but you have the power to save Twilight. Besides, you don't want to make Twilight cry, do you? Don't you want to be with Twilight forever?”

“I do...” Fluttershy said looking down.

“Then you know what you have to do,” Pinkie Pie said smiling warmly. Fluttershy stood up and turned to look at the tower. If she deactivated this tower, she'd be ensuring that they'd fight XANA again, but she'd also ensure Twilight's safety.

She could save Twilight.

“I'll deactivate this tower,” Fluttershy said, “I'll do it, and save Twilight.”

With that, she fazed into the tower, only thinking about saving the one she loved. She wasn't going to be helping XANA. She was doing this for Twilight.

Inside the tower, Fluttershy ran to the center. She allowed herself to be lifted to the upper platform, where she landed elegantly and calmly walked over to the control panel.

When Dash found Twilight, she was hiding in between two large structures, the krab violently reaching into the small hiding spot.

“Twilight!” Dash shouted, catching the krabs attention.

“Dash! That krab is being controlled by XANA directly!” Twilight cried.

“Oh really?” Dash said cracking her knuckles, “Perfect, because I've got a few words for XANA.”

Dash ran over to the krab, who turned to her and whacked her aside knocking her into a wall. Twilight had stepped out and saw that.

“Rainbow Dash!” Twilight cried, screaming when she heard the krab's leg slam behind her, keeping her from going back in. She tried to run off, but the krab whacked her knocking her to the floor. She slowly got to her knees and turned to the krab as it approached her.

“Please no...” she pleaded, tears falling from her eyes.

Fluttershy began typing on the holographic keyboard, breaking through the tower's security. After a few tense seconds the holographic touch screen appeared.

The krab loomed over Twilight, trapping her. Her phone buzzed showing one last message from XANA.

Goodbye, my loathsome adversary.

“FLUTTERSHY!!!!!” Twilight screamed as the krab raised its leg, thrusting it forward to-

Fluttershy placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

The krab's leg stopped mere inches away from Twilight's chest. When she looked up, the krab began fading away like static. Once it was gone, Twilight ran over to Dash to check on her, relieved when she heard a groan.

“Did I get him?” Dash asked. Twilight laughed, tears in her eyes.

“You sure did,” Twilight said embracing her friend, thinking about the one who like always, came through just in time, “Fluttershy… thank you...”

“Tower deactivated...” Fluttershy said in relief, watching the coding on the wall fall into the abyss below. There was a bright light, and a white flash shout out of the tower and out of Lyoko, engulfing everything and returning everyone to where they were only twenty four hours ago.

Twilight found herself opening her eyes in her room, lying on her bed. She felt a weight on top of her, and when she looked she saw a familiar mane of pink hair close to her face.

Fluttershy was still in the real world.

Twilight smiled warmly, shocked when she felt Fluttershy tremble, something wet hitting her chest.

“Fluttershy?” Twilight whispered.

“I'm so happy...” Fluttershy sobbed, “that you're safe...” Fluttershy looked into Twilight's eyes lovingly, “I was worried I didn't deactivate the tower in time.”

Looking at Fluttershy in the dark like this in the moonlight, lying over her wearing only her white bra, her pink hair almost shielding Twilight as it was so long, she truly looked like an angel.

Twilight smiled and cupped Fluttershy's cheek with her hand, “You were right on time, Fluttershy.”

“Oh Twilight!” Fluttershy and Twilight embraced one another lovingly.

“No matter what,” Twilight said, crying a bit now herself, “Promise that you'll always come back to me.”

“I promise!” Fluttershy said, “I'll protect you, and I'll come home to you always. I love you so much, Twilight.”

“I love you too, Fluttershy.”

They didn't know, but Applejack was awake right next to them. She smiled and turned around, happy that they had each other. They were truly a match made in heaven.

After getting Fluttershy enrolled in class again, Twilight asked everyone to meet her in her room after class. After class, everyone including Vice-Principal Luna was present.

“Fluttershy and I were talking,” Twilight said after a second, “and she shared with me her concerns about XANA.”

“He won't try that again,” Fluttershy said, “At least not for a while, but we can be sure that his attacks will get more intense as time goes on.”

“XANA's gettin stronger,” Applejack said, “Or maybe he was always this strong, jus' holdin back.”

“We need a permanent solution to deal with him,” Luna said, “You kids have been doing a great job so far, but if that's a mere taste of what XANA is capable of, I don't see us lasting forever.”

“Luna is right,” Rarity said, “Sitting in infirmary I had time to consider our situation. XANA is dangerous, truly dangerous.”

“Exactly,” Twilight said, “We do need a permanent solution, which is why I've decided,” Twilight took Fluttershy's hand before continuing, “Shutting down the computer isn't enough. We have to delete XANA.”

Right outside, Discord was sweeping the floors listening to their conversation.

“Delete XANA?” Dash asked, “That's a tall order.”

“But it is possible, right?” Twilight asked, “XANA isn't all of Lyoko. He's a program within the super computer. He's a big part of it, but he's still a program, and programs can be deleted.”

“Now we're talking!” Pinkie Pie cheered, catching everyone's attention, “I've wanted to fight XANA directly this entire time. If we do that, we don't have to worry about the computer. Hell, if we want we can keep it on at that point.”

“Someone worked hard to make computer,” Rarity said, “It would be shame to just destroy their work.”

“I don't have as much attachment ta the computer as y'all,” Applejack admitted, “But Ah do agree that it would be better ta jus' get rid of XANA.”

“Exactly, I mean, let's assume that we find the missing data for Fluttershy, and shut the computer down,” Twilight said, “What's stopping someone else from finding it and turning it back on?”

“Well, I've got a bone to pick with XANA anyway,” Dash said slamming her fist into her hand, “I got to look that asshole in the eyes yesterday. He's a smug bastard, like my Dad. I can't stand people like that!”

“So we're agreed?” Twilight asked, “Our next goal is to destroy XANA once and for all?”

“Damn right I'm in,” Dash said adamantly.

“Dah,” Rarity nodded, “I'm in too.”

“Count me in!” Pinkie Pie said.

“Same,” Applejack said, “We'll stop XANA one way or another.”

“There isn't much I can do,” Luna said, “But I support your fight, and I'll do everything I can from my position to help you.”

“Thank you all so much,” Fluttershy said with a bow, “I feel hopeful. We can stop XANA.”

Discord raised an eyebrow looking at Fluttershy. That was a face he didn't think he'd see ever again. He stepped away from the door and pulled out his cellphone.

“They've decided,” Discord said, “They're going to fight XANA.”

“Also, bad news,” Discord continued on Celestia's cellphone, “Your sister is involved with them.”

“Damn it,” Celestia swore, “If she gets too close she might remember what happened.”

“They already scanned her it seems,” Discord said, “She remembers the previous attack.”

“Well, thankfully my block should remain intact,” Celestia said, “I'm not letting Luna back into Lyoko ever again.”

“But what about Twilight and her friends? We can't stop them. Unless you want to tell them the truth.”

“We can't,” Celesta said, “I need some time to think, Jon.”

“I understand,” Discord said, “I'll support you no matter what your decision is.”

Celestia hung up, and leaned forward folding her hands in front of her thoughtfully. If they were going to go to war against XANA, they might need help. Either that or they'd die. She'd feel horrible knowing that Twilight died and she could have stopped it. With no other choice, she opened her desk and pulled out her laptop and opened a file she hadn't opened in a long time.

Welcome Eos...

Ending Theme: Can't Fight the Moonlight

Author's Note

*I hate you... XANA...

I freaking LOVE this story. I hope you all can tell how much fun I I have writing this. This surprised me, with me finishing it, and how long it is. The next episode officially starts the Eos arc. Also, along with your thoughts of the chapter itself, tell me what you think of the song I chose for the credits. I heard it this morning and I thought to myself "this is great". It's actually also Fluttershy's theme in this story.

Take that for what you will.

If you liked this story, and support my campaign for world domination, please donate to my Patreon. Just a dollar from everyone one reading this would help me finish the Death Star and begin recruiting men, women, robot, zombies, you name it for my army.

10: Trapped

Theme Song: A World Without Danger

10: Trapped

“Alright class, today we're welcoming a new student to Canterlot High,” Cheerilee said to her homeroom class, “Please come in.”

When the new student walked into the school everyone who hadn't seen her yet was stunned. With her long light pink hair, her fair skin, and somewhat busty figure. Her clothes were simple yet matched her perfectly, and she wore pink eye shadow and rose colored lipstick. She turned to the class and bowed elegantly.

“Hello everyone,” she said in the softest voice, “My name is Fluttershy Sandora. It's a pleasure to meet all of you.”

All of the students had varying degrees of admiration for the new student.

“Holy shit she's hot...”

“This never happens in real life! Transfer students are never the cute and shy type!”

“Did you hear her voice? She's so adorable!”

“I wonder if her hair is real...”

“Geez,” Applejack said rolling her eyes, “They act like they've never seen a transfer student before.”

“I think it's great,” Twilight said with a smile, “It means that Fluttershy is going to fit in here.”

Fluttershy walked over to her seat behind Applejack, touching Twilight's hand on the way. That of course got the attention of the student body.

“Did you see that? She touched Twilight's hand!”

“Are Twilight and Fluttershy an item?!”

“Damn it! It's always the hot ones! First Rarity, and now Fluttershy...”

“Alright class, settle down,” Cheerilee called out, “Wait until after homeroom to gossip about the new student.”

“Ha! So much for keeping it a secret,” Rainbow Dash taunted. Twilight sighed, and turned to Fluttershy with an exasperated smile. Fluttershy just waved to Twilight with the sweetest smile, showing that she was either oblivious to what she did to Twilight, or that was her intention from the start.

Either way, she was definitely going to be a handful…

Not only was Fluttershy extremely beautiful, but she was also incredibly intelligent and talented. In art class, she painted an amazing picture of a vase that looked almost as good as the real thing. She had been put in advanced math along with Twilight and Rarity, and had not only answered a really hard math problem, but even demonstrated a longer one on the board, showing the teacher something he didn't even know.

In science class, she partnered up with one of the male students who couldn't stop looking at her beauty. They were only supposed work on part of the formula, but Fluttershy had actually completed the formula without the teacher's input. Needless to say, they got an A.

After science class, Fluttershy stepped out and saw Twilight walking off to her next class.

“Twilight!” Fluttershy called out. Twilight turned to see Fluttershy running up to her. When the pink haired teen reached Twilight, she grabbed her arm lovingly.

“Hey Fluttershy,” Twilight said, “Are you enjoying school?”

“Oh yes!” Fluttershy said elated, “I missed you in science though.”

“Yeah, its a shame that we don't have more classes together,” Twilight said, “But at least we have the same lunch, ri-”

Twilight was pushed up against a locker by Fluttershy, who pressed her lips against Twilight's. Twilight had wanted to lightly push Fluttershy off of her, but the former computer program forced their mouths open and held Twilight's hands above her head.

“Fluttershy…” Twilight said when she got the chance, “We shouldn't right now...”

“You kissed me back,” Fluttershy said before continuing their make out session. Right when Twilight was about to get lost in the bliss of the moment, a whistle sounded.

“No PDA in the halls ladies!” Vice-Principal Luna called out, making the two girls stop kissing immediately. When Luna walked away still eying them, Twilight turned to Fluttershy with an exasperated smile.

“Fluttershy, I know you're excited to be here with me, and I'm excited too,” Twilight said, “but we can't do that sort of thing out in the open.”

“Why not?” Fluttershy asked, turning her head in genuine confusion. Twilight had forgotten that she was a computer program, so she didn't understand certain human aspects.

“Well, some things can only be done in private,” Twilight explained, “Kissing like that is definitely one of them. At least we can't do it in school.”

“But I want to show you that I love you,” Fluttershy said with a pout, “Couples do that all the time, don't they?”

“Yes they do,” Twilight said putting her hand on Fluttershy's cheek, “And I already know that you love me. Even if we're not together all the time, I won't forget.”

Fluttershy looked down somberly, “I'm sorry Twilight. I'm just used to being linked to you at all times. No matter what, I knew you could link your phone to my tower in Lyoko, so it was like we were always together. Now though…”

“Oh Fluttershy,” Twilight embraced her, “I promise, even when we're not together, you're always on my mind. This is an adjustment, I know, but we'll make it work.”

“Can you stay with me in my room tonight?” Fluttershy asked.

“Sure,” Twilight said, “Tonight, I'm yours. You can shower me with love all you want then, okay?”

That seemed to appease Fluttershy, who nodded vigorously. Thankfully no one really went into that hallway, because they made quite a scene there.

When they arrived in the lunchroom, they saw everyone gathered at the usual table waiting for them.

“Well, there's our favorite power couple,” Applejack said.

“We thought we'd have to eat lunch without you,” Pinkie Pie said.

“I was just explaining to Fluttershy a few things about being human,” Twilight explained sitting down, Fluttershy of course sitting right next to her.

“So… she raped you in the hallway, and you had to tell her to save it for the bedroom?” Dash asked with a smirk. Both Twilight and Fluttershy looked down blushing, Twilight in embarrassment, and Fluttershy in shame.

“You know,” Pinkie Pie said looking at Rarity in front of her, “These two are going to usurp your position as Canterlot High's power couple.”

“Honestly,” Rarity said turning her nose to the air, “For last time, Applejack and I are not couple.”

“Exactly,” Applejack added, “We're jus' good friends, nothin more.”

“Oh come on,” Rainbow Dash said, “You're not fooling anyone. It's clear that the two of you want each other bad, so why don't you just admit it?”

“Wait, they're not official?” Fluttershy asked, “I always thought they were. They work so well together in Lyoko.”

“Their avatars are a perfect match together,” Twilight said, “Applejack being mostly long ranged, and Rarity being mostly short ranged. Speaking of which, Rarity, did you know you have a long ranged attack you never use?”

“Come on Twilight, this isn't about Rarity's performance in Lyoko,” Dash whined, “This is about her and Applejack finally admitting their feelings for one another.”

Both Applejack and Rarity stood up at the same time, “We're not (a)* couple!” They both shouted at the same time. When lunch ended, Applejack took Rarity's hand and pulled her aside.

“Listen, about lunch...” Applejack said awkwardly.

“Dash needs to mind her own business,” Rarity said folding her arms.

“Yeah, her shippin goggles need ta come off real soon,” Applejack said with a sigh, “Ah gotta ask though, um… would ya have been interested in… ya know…?”

Rarity started blushing, “Um… well… I suppose I have… thought about us… Why? Are you interested in...”

“Uh… Ah wouldn't wanna do anythin that you weren't comfortable with...” Applejack said. The bell rang, catching the attention of the two girls. They laughed and ran in opposite directions, both of them feeling somewhat awkward about their feelings.

Were they or weren't they?

For the rest of the day, both Applejack and Rarity had their heads in the clouds. Applejack walked right past Luna in the hall and didn't say anything offensive to her. When Luna realized this, she looked at Applejack like she had grown a second head.

The walk home with Sweetie Belle was one filled with silence. Usually Rarity couldn't stop talking after school, as someone offended her at some point. This time though, she wasn't fussing or complaining. She just kept walking forward twirling her hair with her finger.

“I'm going to Fluttershy's room for the night,” Twilight said after she finished her homework, “You'll cover for me, right?”

“Yeah Twilight...” Applejack said lying on her bed looking at the ceiling, “Ah got ya...”

Twilight shrugged her shoulders and skipped out of the room. Lately she was in such a better mood. Applejack was happy for her, but she was concerned for herself and Rarity. They hadn't ever said it outright, but Applejack was sure of her feelings.

But did Rarity feel the same way?

What were her parents talking about? Rarity didn't really know. Her mind was elsewhere. She knew how she felt about Applejack, and it wasn't like Applejack was good at hiding her feelings. The only thing stopping Rarity from going through with things though…

/Rarity, is everything okay?/ Rarity's mother asked, /You hardly touched your dinner./

When Rarity heard her mother's voice, something broke within her. She suddenly felt the biggest shame, and broke down in tears. She got up from her seat and ran upstairs into her room, slamming the door shut.

In her room, she fell onto her bed and cried for the rest of the night. Her feelings were so strong, and working with Applejack only made said feelings stronger.

But how could she face her parents with these feelings?

The next day, Applejack was sitting by at breakfast in the cafeteria, which was unusual as she was one of the more social of the group in the mornings. Twilight and Fluttershy walked into the cafeteria hand in hand, stopping when they saw the serious look on her face.

“Oh dear...” Fluttershy sighed looking at Applejack.

“Yep. I was afraid of this,” Twilight said. They both walked over to Applejack, who was barely touching her breakfast, “Hey Applejack. What's going on?”

“Ah… nothin...” Applejack lied, which she was horrible at doing despite being a delinquent.

“Does this have to do with what Rainbow Dash and Pinkie Pie said yesterday?” Fluttershy asked.

Applejack sighed, choosing her words before speaking, “Girls, can Ah ask y'all ta be honest with me?”

“Sure Applejack,” Twilight said, Fluttershy nodding in agreement.

“Y'all know that Ah really like Rarity,” Applejack said, “Like, more than a friend.”

“Yeah, I know,” Twilight said, “You told me after XANA infected her with that virus four months ago.”

“W-well, truth is… Rarity an' Ah haven't openly talked about our relationship…”

“Wait, you haven't?” Fluttershy asked.

“That's surprising,” Twilight said, “With how close you two became after that, I was sure you two were officially an item.”

“Not… really,” Applejack admitted, “Ah mean, after that she said somethin ta me that might have been a confession of love, but...”

“She said it in Russian, didn't she?” Twilight asked. Applejack sighed nodding, “Do you remember what she said? I could put it through my translator program and we could find out.”

“No, Ah don't,” Applejack said, “What should Ah do y'all?”

Fluttershy looked up thoughtfully, “I think you and Rarity should talk about your relationship.”

“Ya do?” Applejack asked.

“I agree with Fluttershy,” Twilight said, “I didn't know you guys hadn't defined your relationship. Applejack, that's bad. Not just because it could hurt your performance on Lyoko, but because you and Rarity have been like this for four whole months. I can't believe I'm saying this, but Rainbow Dash and Pinkie Pie were right.”

“What was I right about this time?” Dash asked as she and Pinkie Pie walked up to their table and took their seats.

“Rarity and Applejack's relationship,” Twilight said, “They need to discuss what they are.”

“We already know what they are,” Pinkie Pie said, “They're totally into each other, right?”

Applejack looked away biting her lip. She was silent for the rest of breakfast, which worried her friends. When it was time to head to class, Applejack went to the front of the school where she usually waited for Rarity. At the usual time, Rarity and Sweetie Belle turned the corner. When she saw Applejack, Rarity froze for a second. She said something to Sweetie Belle who then skipped off, and walked toward Applejack.

“Rares, can we talk before-”

“Late,” Rarity said pushing past Applejack and going right inside without a word. Applejack was really taken aback by that, as Rarity always made time for her.

It didn't end there sadly. All throughout the day Applejack tried to approach Rarity at their usual spots, but Rarity was clearly ducking out avoiding her. It was in their fencing class that things began to really hit a head as Applejack walked over to her.

“Hey, ya ready?” Applejack asked.

“I'm not sparring with you today,” Rarity said curtly, surprising Applejack.

“Ah'm sorry, what?” Applejack asked.

“We always spar each other,” Rarity said folding her arms, “I think I want to see how other students spar. I'm allowed right?”

That confirmed it. Rarity was avoiding Applejack.

“Yeah, Ah guess,” Applejack said with a sigh. Rarity quickly turned and walked over to Snails, who visibly paled when she said what her intention was. Twilight and Fluttershy, who were watching in the stands looked really worried. This was getting really bad.

After class ended, Rarity quickly walked into the locker room to get changed instead of staying behind like usual. Applejack stormed after her. When she tracked her down, she was in front of her locker getting dressed, already in her skirt and purple bra.

“Ya ain't stayin after?” Applejack asked.

“Can't,” Rarity said looking in her bag, “Lots of homework. Need to study.”

When she stood up, Applejack backed her up against a locker and glared at her.

“Now look, you've been avoidin me all day, an' Ah'm startin ta get sick of it,” Applejack said sternly, “What's goin on with ya?”

“Go away...” Rarity said softly, trembling.

“Rares, we're best friends,” Applejack said, “If there's somethin botherin ya-”

“GO AWAY!!!” Rarity screamed, shocking Applejack, “Right now, you bother me! I… I can't talk now!” Rarity fussed, tearing up, “Just leave me alone, please!”

Applejack frowned, “If that's what ya want, fine. Ah think Ah got my answer anyway.”

Applejack stormed out of the locker room pushing past Twilight and Fluttershy, who were already on their way to the locker room.

“Applejack!” Twilight called out, but she didn't stop, “Fluttershy, I'll check on her. Could you see Rarity?”

Fluttershy nodded, and Twilight ran after Applejack. When Fluttershy went into the locker room, she saw Rarity sitting on the floor in front of her locker crying. Fluttershy ran over to Rarity and knelt down next to her embracing her.

“Oh Rarity,” Fluttershy said, “What's wrong sweetie?”

“I can't…” Rarity sobbed, “Want to… but can't… I...” she was sobbing so hard that she could barely speak. Fluttershy tightened her embrace softly shushing the crying teen.

“Shh… just let it out,” Fluttershy said softly, “I'll be right here for you.”

Twilight looked around for Applejack, stopping when she heard a loud slam. She followed it to a hallway, where she saw Applejack leaning against a wall pounding it. Twilight had never seen her like this before.

She was actually crying.

Twilight just calmly walked over to Applejack and wrapped her arms around her from behind. Applejack collapsed and broke down.

“She said ta leave her alone...” Applejack sobbed.

“Maybe she's just going through something,” Twilight said, “This was just bad timing.”

“She confirmed it, Twilight!” Applejack cried, “She doesn't love me!”

“Oh Applejack...” Twilight knew there was more to this. Right now though, Applejack needed some comfort. They'd tackle this issue later.

The next day things were even worse between them. Applejack didn't say anything to anyone in the morning, and Rarity was in such a bad mood that everyone avoided her. It was lunch time, and only Twilight, Rainbow Dash, Fluttershy, and Pinkie Pie were sitting at the usual table. Applejack was on one end of the cafeteria while Rarity was sitting at the other end.

“I'm getting worried about those two,” Pinkie Pie said, “They won't even talk to each other.”

“This is getting stupid,” Rainbow Dash said, “They're both blowing this way out of proportion.”

“It's a lot more complicated than you think,” Fluttershy said softly, catching everyone's attention.

“What do you mean?” Dash asked.

“It's not my place to say,” Fluttershy said, “But Rarity is afraid of something...”

“If that's the case, then she needs to talk to Applejack about it,” Dash said sitting back in her seat, “Not run away and scream at her. Seriously, Rarity does that stuff all the time.”

“She does have a bit of a temper,” Twilight said, “But I don't think this is her usual raging moment. She seems really upset about something.”

They heard an odd alarm nearby, and everyone except for Twilight was shocked by it. Twilight reached into her backpack and pulled out her laptop.

“What the hell was that?!” Rainbow Dash asked.

“It's XANA,” Twilight said opening her computer and turning on the super scan.

TOWER ACTIVATED

LOCATION: FOREST SECTOR

32 LAT, 16 LONG

“Wow...” Pinkie Pie said looking over Twilight's shoulder, “Since when has the super scan been so precise?”

“Since Fluttershy is living here now, I upgraded the super scan,” Twilight explained, “Now it alerts us the second XANA activates a tower, and gives us the location. I'll head to the factory after telling Luna to cover for us. Can you guys get Applejack and Rarity?”

“I got Applejack,” Dash said getting up.

“Come on Fluttershy,” Pinkie Pie said getting up, “We'll talk to Rarity.”

“Okay,” Fluttershy said turning to Twilight, “Be careful Twilight.”

“I will,” Twilight said packing up her backpack and running to track down the Vice-Principal.

“Hey,” Dash said lightly kicking Applejack's table, “Go time.”

“XANA's actin up?” Applejack asked getting up.

Dash nodded, but took Applejack's arm stopping her, “You good for this?”

“Why wouldn't Ah be?” Applejack asked.

“You know why,” Dash said seriously, “This whole thing between you and Rarity.”

“Trust me, right now XANA's doin me a favor,” Applejack said, “Ah need ta shoot somethin, badly.”

Dash sighed and shrugged her shoulders, “Alright. Let's go.”

As Applejack ran off, Pinkie Pie and Fluttershy reached Rarity's seat.

“XANA?” Rarity asked, not looking up at them.

“Y-yes,” Fluttershy said, a little afraid of the air Rarity was giving off, “We need to head to the factory.”

“Dah,” Rarity said standing up, “Let's go.”

She walked ahead, but Pinkie Pie ran up to her, “Hey, are you sure you can do this? Dash and I can protect Fluttershy if you're not up for it.”

“Nyet,” Rarity said, “I need to be with team today.”

Pinkie Pie and Fluttershy looked at each other, and then ran after Rarity. The three of them took the secret passage while Applejack and Rainbow Dash ran/skated above ground. After telling Luna about XANA activating, she ran to the factory above ground herself.

Luna walked up to Celestia's office and knocked on the door to get her attention.

“Twilight and her friends are going to miss the rest of their classes,” Luna explained, “It's because of that workshop I told you about.”

“Ahh, yes,” Celestia said, “Thank you Luna.”

“Of course sister,” Luna said. She turned to leave, giving Celestia an uncertain look before walking out. Celestia sighed to herself once she was alone.

“You're a terrible liar, Luna,” Celestia said. She knew exactly what was going on, and on one hand she was a little peeved with Luna for lying to her, but on the other hand she understood why she did it.

Still, something was off about this attack. Why hadn't anything happened yet?

Twilight knew she'd be the last one to make it to the factory. She didn't take the secret passage as she'd have to go out of her way to reach it, and she couldn't move nearly as fast as Applejack and Rainbow Dash.

She was right across the street from the factory, so she decided to just make a break for it. She ran across the street, stopping when she heard a screeching noise, which turned out to be a motorcycle that almost hit her. The rider was wearing a black leather jacket, matching leather pants, boots, and a black and orange helmet that completely covered their face.

“Sorry!” Twilight said, “I didn't mean to get in the way. I um… I'm just in a hurry, so… I'm just going to go, okay? Bye!”

As Twilight ran off, the cyclist never took their eyes off of Twilight. They shrugged their shoulders and rode off.

Twilight swung down to the elevator, and went into the computer room, where of course everyone was waiting for her.

“Sorry I took so long,” Twilight said walking over to the computer, where Dash was waiting for her, “How are they?”

“Same as earlier,” Rainbow Dash said pointing to Applejack and Rarity, who were still at opposite ends of the room. Applejack looked mad about something while Rarity looked like she was on the verge of tears. This was really going to hurt their performance, she could tell.

“Alright, for some reason nothing is happening in the real world,” Twilight said to everyone taking her seat at the computer.

“Maybe we don't need to go in then,” Pinkie Pie said, “Think this tower is a dud?”

“Not likely,” Fluttershy said, “If we don't take action soon, XANA might sneak up on us. It's better we deal with this tower now before it takes effect.”

“Right,” Twilight said setting up the transfer, “I'll send you right in front of the tower. Head to the scanner room and I'll transfer you when you're ready.”

“Rarity stays here,” Applejack said suddenly, shocking everyone.

“Excuse me?” Rarity asked, “You need me, remember?”

“Ah don't “need” anyone,” Applejack said seriously, “What Ah “need” is fer you ta stay out here an' guard Twilight jus' in case XANA attacks her while we're in.”

“Are you sure that's only reason for leaving me out?” Rarity asked, sounding hurt.

“Ah don't see what the big deal is,” Applejack said, “You were pretty keen on avoidin me yesterday, Ah figured since Ah plan on goin in anyway, ya'd want ta be as far away from me as possible.”

“I am your partner,” Rarity said walking up to Applejack, “Just in case XANA's new monsters show up-”

“Well maybe Ah don't wanna be partners with you anymore,” Applejack said darkly. Rarity stepped back from Applejack, now visibly hurt. After a second, Rarity slapped Applejack and walked off to the back of the room sitting down by herself.

Everyone was silent and awkward by what just happened. They were always sort of violent with each other and always argued, but this time felt different. Pinkie Pie slowly walked over to Applejack.

“Applejack? Are you...”

“Let's go y'all,” Applejack said walking into the elevator. When no one followed her she stomped her foot, “Now!”

Dash sighed shaking her head and walked into the elevator, Pinkie Pie following after her closely. Fluttershy on the other hand stood there looking at Rarity, who was hugging her knees clearly crying.

“Ya comin?” Applejack asked, “We kinda need ya if we're gonna deactivate this tower.”

“R-right,” Fluttersy said with a sigh, “I'm coming.”

She walked into the elevator, meeting eyes with Twilight, who nodded to her. When they reached the scanner room, Applejack texted Twilight letting her know that they were ready. Twilight took a deep breath and got to work.

“Transfer Applejack! Transfer Rainbow Dash! Transfer Pinkie Pie! Transfer Fluttershy!”

Once that was done, she briefly turned to Rarity, who looked up at Twilight with tears streaming from her eyes. Twilight held up a finger saying “one second” and continued.

“Scanner Applejack! Scanner Rainbow Dash! Scanner Pinkie Pie! Scanner Fluttershy! Virtualization!”

She pressed the enter key, and then walked over to Rarity kneeling down next to her, “Applejack is just upset. She'll cool down soon.”

“No she won't...” Rarity sobbed, “She hates me now… Applejack is my hero… and now...” she broke down completely. Twilight didn't know what to do. She was devastated. Clearly she loved Applejack, so what was she doing?

An alarm went off on the computer, catching Twilight's attention. She ran back to the screen and saw something she did not want to see.

Applejack: ERROR

Rainbow Dash: ERROR

Pinkie Pie: ERROR

Devirtualization program: ERROR

Transfer: ERROR

“What the hell?” Twilight asked, “The entire system is bugged!”

“Bugged?” Rarity asked getting up and running to Twilight, “What sort of bug?”

“I don't know. Girls, can you hear me?” Twilight asked.

Rainbow Dash took form in Lyoko, but when she landed and looked around she was confused.

“Hey Twilight, I think you goofed the transfer,” Dash said looking around the Ice Sector, “I'm supposed to be in the Forest Sector, remember?”

When Pinkie Pie landed, she found herself in the Mountain Sector.

“Where are everyone else?” Pinkie Pie asked, suddenly getting really worried, “Dashie? Where are you?”

Applejack virtualized and landed in the Desert Sector. When she realized that she was alone, she pulled out her shotgun and looked around.

“Damn it XANA,” Applejack said looking around, “What are ya plannin?”

“All of you are scattered?” Twilight said typing on her computer, “This is terrible!”

“Is anyone in the Forest Sector?” Rainbow Dash asked.

“Fluttershy is,” Twilight said, “But she's the only one. Fluttershy, can you hear me?”

“Yes Twilight, but we have a problem,” Fluttershy said.

Fluttershy looked around to see that she was smack dab in the middle of the Forest Sector, kankrelats gathering around her.

“I'm trapped, and I can't find a tower anywhere,” Fluttershy said.

“Damn it,” Twilight said, “Alright, everyone try and get to a tower. A few other bugs came up in the system, and I need to check them out.”

Fluttershy looked ahead and saw her old home tower nearby. It was a way tower, so if they were all scattered it was the perfect place for her to be. Right as the kankrelats fired at her, she bolted forward as fast as she could toward the tower. The kankrelats ran after her and fired at her, one shot actually hitting her in the back and knocking her to the ground.

Fluttershy: 80 HP

“Fluttershy!” Twilight screamed.

“Twilight, send me in!” Rarity requested, “I'll go and protect Fluttershy!”

“I can't promise that I'll be able to send you there properly!” Twilight said, “If XANA has messed with the transfer procedure, you could end up anywhere!”

“We have to take chance!” Rarity said, “I don't care if Applejack ordered me to stay! She is not boss of me!”

A-alright,” Twilight stuttered as Rarity ran to the elevator, “I'll try to send you to the Forest Sector, but don't hate me if this turns out badly.”

“Worst case scenario I end up in Desert, Ice, or Mountain Sector,” Rarity said, “I'll find way tower and transfer to Forest Sector if I have to.”

The elevator closed, and Rarity went to the scanner room. Once she chose a scanner (the one Applejack had used ironically) she sent Twilight a text.

“Transfer Rarity!” Twilight said as Rarity stepped into the scanner.

“Scanner Rarity!” Twilight continued, matching Rarity with her Lyoko avatar, “Virtualization!”

Twilight pressed the enter key, and instantly wished she hadn't.

Rarity: ERROR

Devirtualization program: ERROR

Transfer: ERROR

“Oh God...” Twilight said looking on the radar. She checked all the sectors looking around for Rarity, but was horrified.

She wasn't on Lyoko.

“Hey, what's wrong out there?” Dash asked.

“Talk ta me, Twilight,” Applejack urged.

“We have a problem...” Twilight said nervously, “A big problem.”

“Aw, did the game freeze? Damn it, I didn't get to save my data!” Pinkie Pie whined jokingly.

“Wha-” Twilight shook her head, “This is serious! I lost Rarity!”

Applejack fired her shotgun at an incoming hornet killing it, and looked serious, “What do ya mean ya lost Rarity?” Applejack asked harshly.

“She wanted to be transferred in to protect Fluttershy, but when I finished the virtualization process she didn't appear on any sector!”

Rainbow Dash did a series of back flips away from two krabs as they fired at her.

“That's impossible! She has to be in at least one of the sectors!” Dash said throwing a kunai at the krab on her right killing it.

“Well she's not!” Twilight said, “I've searched everywhere for her, but I can't find her anywhere!”

Pinkie Pie did her Homing Attack on a blok killing it and landed on all fours, “You don't think she fell into the Digital Sea, do you?”

“If she did she wouldn't appear on screen at all,” Twilight said, “Her information is loaded up, but for some reason her avatar is showing up anywhere. It's like she ended up someplace not registered in Lyoko.”

Fluttershy forced herself to her feet and looked at the tower, “Twilight, I'll help you search for her,” she said, “I'm near my old way tower, so I can work from here.”

“Alright. Everyone else, try and get to the nearest tower and stay there until we figure this out,” Twilight said. Fluttershy ran to her tower and fazed into it right as the kankrelats fired at her again.

“Please be okay, Rarity,” Twilight said getting to work. She'd let Fluttershy worry about finding Rarity for now. She needed to see exactly what XANA did to the super computer. Something told her that this wasn't the worst it was going to get.

Rarity came to in an odd place. It looked like a dome of some sort, with the ceiling and walls moving around rapidly, making her a little dizzy. Thankfully she was in her armor, so wherever she was it was in Lyoko as far as she knew, but the question was where in Lyoko.

“Hello?” Rarity called out, “Twilight? Are you there? Can you hear me?”

Rarity looked around, and then looked down, shocked when she saw a giant XANA symbol on the floor. She had seen that pretty much everywhere related to Lyoko, but something about seeing it like this really made her feel uneasy.

When the ceiling stopped moving, two passageways opened up, one in front of her and one behind her. Above her she saw two white arrows pointing in the directions of the passageways. One arrow said “Core Section” and the other one said “Security Section”.

“Kakogo cherta?**” Rarity asked no one in particular. She was curious, so she decided to head in the direction of the “security section” first. Maybe she'd find something important related to Fluttershy there.

Might as well kill two birds with one stone while she waited to hear from Twilight.

Back in the real world, Twilight had just finished checking the computer for bugs. She sighed gravely after what she saw.

“Uh oh,” Pinkie Pie said, “I really don't like it when Twilight does that.”

“XANA's using his tower to infect the super computer,” Twilight said, “He basically bugged the whole transfer process. Not only can I not control where you end up in Lyoko, but I can't pull you out either.”

“We can just devirtualize normally though, right?” Dash asked.

“Afraid not,” Twilight said, “The scanners themselves have been bugged, so instead of saving your human DNA, they transferred that into Lyoko too.”

“Does that mean if we die in the game… we die in real life too?” Pinkie Pie asked. Twilight sighed rubbing the bridge of her nose.

“Pretty much, Pinkie Pie,” Twilight groaned, “XANA got us,” she kicked forward in frustration, “Damn it! It was a trap and we fell right for it!”

“What about Rares?!” Applejack asked, clearly getting worked up now.

“Well, I can confirm that she's is still on Lyoko,” Fluttershy said, “But she's not showing up anywhere within the known sectors. Rather, she seems to be stuck somewhere in between the sectors.”

“Wait… in between the sectors?” Rainbow Dash asked, “How does that work?”

“There's a part in the middle of Lyoko that we can't analyze,” Fluttershy explained, “The security there is tight, but I think XANA may have pulled her there. I'm getting her signal there, but its really small.”

“Small, but not weak, right?” Twilight asked.

“Right,” Fluttershy said, everyone breathing out in relief, “I think that space is a concentrated network, so the data is compressed into a smaller bit size as to not take up room in the super computer.”

“Um… what does that mean in English?” Pinkie Pie asked.

“I think what she's trying to say is that its bigger inside than outside, right?” Dash asked. Twilight blinked in shock.

“Yes actually. That's exactly what it means,” she said in somewhat disbelief. Was Dash secretly a genius herself or something?

“So can we take a way tower there or somethin?!” Applejack asked urgently, “Rares could be in danger right now, an' she don't know about the bug yet!”

Twilight typed on her computer trying to connect to the closed network, and shook her head, “Negative Applejack. Since XANA was the one that pulled her there, I can't even connect to Rarity to warn her.”

In the tower she was hiding in, Applejack dropped her shotgun and fell to her knees in horror.

“Rares…” Applejack said, trembling as her eyes watered. She then pounded the ground in frustration, screaming, “THIS CAN'T HAPPEN!!! AH CAN'T LOSE HER!!! NOT LIKE THIS!!! RARITY!!!!”

In a dark room, someone was watching all of this play out from their desktop computer, looking right at Applejack on their screen.

“Rarity…!” Applejack broke down, crying helplessly, “Ya can't die…! Ah… Ah need ya...”

The woman watching thought to herself, and began typing on her computer. They weren't going to get out of this mess unless she stepped in. She had no choice. Twilight and her friends needed her.

Twilight saw something appear on her computer. It was an email.

“Hold on...” Twilight said, “Someone just sent me a message.”

“On the super computer?” Dash asked, “That sounds like a trap.”

“Hold on, Twilight,” Fluttershy said, “Send it to me. I'll check it for bugs before we open it.”

“Good idea,” Twilight said, “We can't take any chances.”

Twilight sent the email to Fluttershy, who looked it over before sending it back to Twilight.

“It checks out,” Fluttershy said, “I can't trace it's origins, but I can tell that it isn't from XANA.”

“Maybe its a cheat code!” Pinkie Pie said, “Or maybe this is when we get a new power up or something! Open it! Open it!”

Twilight shook her head opening the message:

Tell Applejack to go to the edge of the Sector. I'll get her to Rarity while you and the others deactivate the tower.

“Applejack,” Twilight said reading it over a second time, “Rarity is going to be fine. Someone is helping us. I don't know who, but they need you to go to the edge of the sector.”

“Will this… take me ta Rares?” Applejack asked.

“I think so,” Twilight said, “I don't know who this is, but I think they're on our side.”

Applejack ran out of the tower heading to the edge of the sector.

“That's all Ah needed ta hear!” Applejack said, “Ah'll save Rarity!”

“While she's doing that,” Twilight said, “The rest of us need to converge at the Forest Sector. Fluttershy, stay where you are and wait for Pinkie Pie and Rainbow Dash.”

“Understood,” Fluttershy said.

“Pinkie Pie, Dash, you two need to find the way towers in your sectors and fast,” Twilight said.

“I saw mine on the way here,” Dash said.

“Me too,” Pinkie Pie said, “We'll get Fluttershy to the activated tower.”

“Good,” Twilight said sighing in relief, thinking about the message she just received, “Just who was that anyway?”

Any monsters that got in Applejack's way were shot down or whacked away by Applejack's gun. She had to hurry, because each second could have been another second closer to Rarity's death.

When she reached the edge of the sector, she put her gun away and looked around.

“Is somethin supposed ta happen?” Applejack asked no one in particular, “Where is Rares?!”

The woman on her computer pulled up the chariot program and typed in the code:

THESEUS

Out of the digital sea came a white sphere with XANA's insignia on it. It flew around Applejack and opened up, scooping her right up inside it and flying off to the center of the Desert Sector.

On the computer, Twilight saw another file be sent to her by the same person. She opened it, and saw a new program activate.

HOLOSPHERE SYSTEM

ACTIVATED

“Holosphere system…?” Twilight said, seeing the hologram of Lyoko be switched out with something else. It looked like a sphere of some sort with four openings going outward. She saw on the main screen of the computer a new tab open up, allowing her to still see what was going on in Lyoko, but also in this new environment.

“Is this… a new sector in Lyoko?” Twilight asked.

The sphere landed in the middle of some sort of silver and blue dome. It opened up, letting Applejack free. She looked around at the odd room, feeling odd. It felt like she was being watched or something.

“Twilight, ya there?” Applejack asked.

“Yeah Applejack, I'm here,” Twilight said, “This is amazing! We're in the inner workings of Lyoko!”

“Inner workings?” Applejack asked.

“Essentially the foundation that Lyoko was build on,” Twilight said, “All the most important files of Lyoko are stored here!”

“Think even Fluttershy's memories?” Applejack asked.

“Maybe, but that's for another time,” Twilight said, “We have to find Rarity.”

“Ah think our “friend” is watchin this,” Applejack said, “You focus on helpin the others. Ah'll manage.”

Twilight thought hard about that, “Alright, but be careful,” Twilight said, apparently switching to another channel. Applejack stepped forward, about to go to the core section, when a terrified scream caught her attention.

“RARES!!!” Applejack called out, running in the opposite direction. If that sound she heard was true, Rarity might have been in a lot of trouble. She couldn't lose Rarity. Not like this.

It was mostly her fault Rarity was in this situation to begin with.

Fluttershy turned around from her terminal to see Rainbow Dash and Pinkie Pie rising up from the abyss to land on the platform.

“Fluttershy, I'm scared,” Pinkie Pie admitted, “I don't want to die.”

“You won't,” Fluttershy said putting her hands on Pinkie Pie's shoulders, “I'll make sure of it.”

“So where's this tower,” Rainbow Dash asked.

“It's north of the home tower,” Twilight said, “There are a few monsters standing in your way though.”

“Piece of cake,” Dash said pulling out her kunai.

“Remember, you can't be reckless,” Fluttershy said taking Dash's hands, “You're like me now. If you lose your hit points today, you'll die.”

If there was a word for the look on Rainbow Dash's face, it was humbled. She looked down at herself, taking in what Fluttershy just told her. She then walked over to Pinkie Pie, who also seemed a little less enthusiastic about what they had to do.

“Hey, I'm sorry for being so pig headed,” Dash said, “It's easy to forget how real this is. Before, when we died, we just returned to the real world. This time though, if we die here on Lyoko, that's it.”

Rainbow Dash stepped forward to the entrance of the tower, spinning her kunai on her fingers, “Leave it to me guys. You both stay behind me.”

Dash stepped out of the tower into the open field, where she saw a swarm of hornets flying in front of her. She took a deep breath and got in a fighting stance, stopping when she saw Pinkie Pie run out of the tower and get next to her, hunched forward in her fighting stance.

“I'm not leaving you alone, Dashie,” Pinkie Pie said, “You always protect me in the real world, but here in Lyoko, I have power too. I'm fighting, Dashie.”

“Pinkie Pie...” Dash said, looking at her best friend with a smile. The two girls charged toward their enemies, determined to defeat these monsters and get Fluttershy to the tower safely.

Together, they were unbeatable.

Applejack ran deeper into the unknown world, which was built like a labyrinth of some sort. Thankfully the pathway was straight forward, because she had to make a lot of odd turns.

In her way she saw two odd looking monsters. They were pretty large, and had brown skin and big mouths with lasers in them. They were held up only by their arms, which were really thin like pins.

“Y'all need ta get outta my way!” Applejack said pulling out her shotgun and loading it, “Ah came ta pick someone up, an' Ah ain't leavin without her!”

Applejack VS Creepers X2

The creepers fired at Applejack, who moved to the side out of the way and fired at the one on the left. The attack killed it, but the other one fired right at her chest knocking her back.

Applejack: 60 HP

“Damn it...” Applejack said getting up, “These guys ain't like XANA's other goons.”

She fired at the last one, killing it, and ran forward, eventually hitting a large open room. In the middle she saw what looked like a large red and blue jellyfish monster with a bunch of really long tentacles.

Tentacles that were currently binding and holding up Rarity.***

While most of the tentacles were wrapped around Rarity in a somewhat suggestive manner, two of them were held at her head and glowing red. Rarity had a blank expression on her face, as if she were in a trance of some sort.

“Let her go XANA!!!!” Applejack screamed firing her shotgun at the jellyfish monster. It turned to apparently look at her as she reloaded and fired again. She continued to do this walking forward until the strange monster dropped Rarity and flew off.

Applejack dropped her shotgun and ran over to Rarity.

“RARITY!!!” Applejack screamed desperately. She knelt down next to her and picked her up shaking her, “Rarity! Rarity, please open yer eyes! No… you can't do this ta me! Ya can't!” Applejack held Rarity close to her crying, “Don't die Rarity! Please don't die! Ah need ya! Yer my sparrin partner, my best friend, my partner in Lyoko, an' the one Ah can't live without! Please Rarity, wake up!”

After a second, Rarity twitched and slowly wrapped her arms around Applejack.

“You… mean that…?” Rarity asked softly, “You… need me…?”

“YES!!!” Applejack said looking into Rarity's eyes, “Ah'm sorry Ah said that ta you earlier! Ah was upset, an' that don't make it right, but-”

Rarity placed an armored finger to Applejack's lips, “No Applejack, I am sorry. Truth is, I was avoiding you, but that was wrong. I was being coward… instead of facing problem, I ran from problem. Applejack… I am scared of feelings… for you.”

“Scared?” Applejack asked helping Rarity up.

“In Russia, homosexuality is frowned on. I'm afraid that if parents find out that I'm in love… with girl… they'll shun me...”

“Oh Rarity...” Applejack suddenly felt really guilty, “Ah didn't know you were so afraid of us...”

“But… I heard you...” Rarity continued caressing Applejack's cheek, “When you cried out to me just now, I heard you. I felt your love for me. That's when I remembered… why you are my hero… Applejack, I…”

Applejack helped Rarity up, and looked into her eyes. They stayed like that for a few seconds, and then slowly got closer to each other. Their eyes closed, they closed in, mere inches away from-

Red lasers began firing at them, alerting them that they weren't alone anymore. Applejack looked around and saw creepers approaching them from all around. One blast was about to hit Applejack, but Rarity blocked the attack with her sword.

“We need to find exit!” Rarity said.

“Ah know!” Applejack said firing at the creepers while Rarity blocked their attacks, “If ya know where ta start lookin, then lead the way!”

Still watching on her computer, she began typing another program, this time sending it right to Applejack and Rarity.

Next to Applejack appeared what looked like a motorcycle of sorts. It was really long, which meant Applejack would have to lean forward to reach the handlebars. It was red and black, had two really large spheres for wheels, and an overall sleek and aerodynamic design.

“What's this?” Rarity asked.

“Our ride,” Applejack said getting on the motorcycle, “Hold on tight, Rares!”

Rarity sat down behind Applejack and wrapped her arms around her waist. Applejack started up the motorcycle and rode off, the machine leaving a red stream of light behind it as they rode forward. Maybe if they continued forward they'd find an exit.

It sure beat staying there.

Rainbow Dash: 50 HP

Pinkie Pie: 40 HP

They had taken a bit of damage, but with Twilight's support from the real world they were able to defeat all the monsters that were surrounding them. Fluttershy ran out of the tower as Rainbow Dash put her kunai away and Pinkie Pie fell to her knees in exhaustion.

“Are you two okay?” Fluttershy asked.

“We lost about half of our hit points,” Dash said, “But we're okay for the most part.”

“You realize that you just defeated thirty hornets, right?” Twilight said clearly impressed.

“I didn't do it alone,” Dash said walking over to Pinkie Pie and scratching the back of her ears, “I had the best partner in the whole world.”

“Nya...” Pinkie Pie said, closing her eyes in pure bliss and actually purring, just like a real cat. Dash didn't know if that was because of her Lyoko form or if she actually knew how to purr.

“The tower is just ahead,” Fluttershy said stepping forward, “Let's end this so all of you can get home.”

“What about Applejack and Rarity?” Pinkie Pie asked standing up, “Are they okay?”

“I'm looking on the holosphere map, and it looks like Applejack and Rarity are together,” Twilight said, “But they're moving way too fast.”

“What, like my kind of speed?” Dash asked.

“Yeah actually,” Twilight said, “I don't know what happened, but they seem to be getting close to the exit.”

“Good,” Dash said, “Come on guys. We still got a tower to deactivate!”

Dash, Pinkie Pie, and Fluttershy ran forward to the tower, which was guarded by two tarantulas. The second they saw the girls they pointed their blasters forward and started firing. Dash did a cartwheel to the right while Pinkie Pie pushed Fluttershy to the left.

“Shoot! I can't get close!” Dash said, “Pinkie Pie, can you get over there?”

Pinkie Pie poked her head out, but then quickly hid again to dodge incoming fire, “I can't Dashie,” Pinkie Pie said, “They're firing too much. If I take one hit from them I'm dead.”

Applejack and Rarity rode onward, now being pursued by monsters that looked like robotic cyclists riding the same sort of motorcycles as Applejack. The pathway changed too, now looking more like a holographic highway as opposed to a labyrinth or arena.

“AJ, get in front of one of them!” Rarity requested. Applejack did as was told and moved a bit in front of one of the motorcycle riding monsters. Rarity charged up energy into her sword, and slashed at the air sending a sharp shock wave through the monster killing it.

“Since when could ya do that?” Applejack asked.

“Twilight said I have long range attack that I never use,” Rarity said, “I thought I'd test it out.”

Applejack laughed, “Now we really are the perfect combo.”

“We are,” Rarity said smiling lovingly. She wrapped her arms around Applejack and rested her head on her back, “When we get out of here, let's talk about future relationship.”

“Ah'd… like that a lot Rares,” Applejack said with a warm smile. Ahead the two of them saw what looked like another rode going through a tube that sort of looked like the interior of a tower, “Hey, Ah think Ah found the exit!”

“Then let's get out of here!” Rarity said. Applejack did a wheelie on her new bike, and then rode into the tunnel. They felt like they were flying almost, and when they reached the top, sure enough they were inside a tower.

Applejack wasted no time, simply riding the motorcycle right out of the tower. Thankfully they were in the Forest Sector, and they emerged from Fluttershy's home tower.

“Oh my God!” Twilight cried out, “Applejack?!”

“Where?!” Dash asked looking around.

“She's coming up from behind you at high speed!” Twilight said. The three girls turned to see Applejack and Rarity riding on something straight out of Tron. The tarantulas fired at the bike, but Applejack showed no fear riding into one of the monsters and tackling it off the ledge and into the Digital Sea.

“Holy shit...” Dash said in shock.

“I waaaannnnnnnnt ooooooonnnneeee…” Pinkie Pie whispered eagerly.

Rarity jumped off the motorcycle stabbing her sword into the head of the remaining tarantula. She landed and turned to Fluttershy.

“I think next part is your turn,” Rarity said. Fluttershy nodded and ran to the tower, fazing into it.

Fluttershy ran to the center of the tower, and allowed herself to be lifted to the top platform. When she elegantly landed on the platform, she calmly walked over to the holographic keyboard, where she began hacking her way into its security.

Once that was done, and the touch screen appeared, Fluttershy placed her hand on it.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy sighed in relief, looking down into the abyss as the code on the walls fell into the darkness.

As the issue was self contained, there was no need to use Return to the Past, so Fluttershy simply emerged from the tower to meet up with everyone. She was pleased to see Applejack and Rarity holding hands.

“So, you two made up?” Fluttershy asked.

“Yeah,” Applejack said, “When we get home, we're gonna head ta our special spot an' talk.”

“There is much to talk about,” Rarity said.

“Speaking of going home,” Pinkie Pie said, “Can we log out now?”

“Well, everything seems to check out,” Twilight said, “But we need to test it.”

“Try me first,” Dash said, “I'm sort of the one we test programs on anyway, so it should be me.”

“Since when were ya so responsible, Dash?” Applejack taunted.

“Let's just say that this whole day's been a bit of a wake up call for me too,” Dash said folding her arms.

“Alright, you ready Rainbow Dash?” Twilight asked.

“Ready,” Dash said with a nod.

“Devirtualization!” Twilight said. Rainbow Dash closed her eyes tightly as her Lyoko body was broken up and vanished.

Back in the real world, Dash's scanner opened up and Dash stepped out. She looked herself up and down, and then sat down relieved, pulling out her cellphone.

“Made it Twilight,” Dash said. Twilight sat back in her chair relieved.

“Good. Okay guys, let's bring you all home,” Twilight said. As she brought her friends back, she thought back to the person who came to their aid. She had wanted to thank them, but they had logged off from wherever they were.

Could that have been…?

It was dark when they got to their special place. Applejack was concerned about Rarity's parents, but she sent them a message letting them know she'd be coming in late, so there wasn't a problem. The moon was full, and it reflected beautifully on the water. The two girls sat down on the grass looking up at the moon, taking in the peace around them.

“So… about what happened taday on Lyoko...” Applejack said.

“You mean when we almost...” Rarity trailed off.

“Y-yeah...” Applejack said, “What did you think about that?”

“Well, I was rather annoyed that we were interrupted,” Rarity huffed, before catching what she had just said, “Um… I mean… well...”

“It's alright,” Applejack said, “Ah think it's pretty obvious that we like each other.”

“Dah...” Rarity sighed, “I have had crush on you… since first day of school...”

“Ah couldn't tell,” Applejack said, “Seriously, Ah thought ya were tryin ta kill me.”

“I didn't know what I was feeling,” Rarity admitted, “But I felt something strong for you. Maybe I attacked then because…”

“Because you were scared?” Applejack asked. Rarity took a deep breath before she spoke again.

“D-dah...” Rarity said, apparently admitting something she was embarrassed by, “I still am, sadly… I love parents, so I don't want them to shun me, but I can't ignore how I feel about you. Applejack, I…”

Applejack turned to Rarity, and did the one thing she had wanted to do for ages. She kissed her, softly on the lips. They had only ever officially kissed once, and that was months ago. Every other time they were interrupted. Not this time though.

“What do ya wanna do?” Applejack asked Rarity.

“Well, what do you want to do?” Rarity asked.

“That should be obvious,” Applejack said with a smile, “Ah wanna be yer girlfriend, officially this time.”

“I… want to be your girlfriend… too,” Rarity said slowly, “I don't think I can tell parents yet, but I might be ready to… try being in relationship.”

“We don't have ta do anythin special,” Applejack said, “We're not gonna change or anythin. Ah jus' wanna be closer to ya, is all. Ah wanna be able ta hold ya hand, hug ya, an' kiss ya anytime Ah want.”

“That sounds nice,” Rarity said smiling, “Let's start there.”

“An' whatever happens, we tackle it tagether,” Applejack said.

“Dah, together,” Rarity replied. The two girls looked into each others eyes, and then kissed a second time, both of them feeling like a weight was lifted.

“So, who do you think that person was?” Fluttershy asked as she and Twilight walked to their dorm rooms.

“I don't know,” Twilight said, “I saved the information on that bike Applejack was riding on. I should be able to replicate it and make at least three more.”

“Do you think we'll need them?” Fluttershy asked.

“Based off what Applejack told us about that weird place in Lyoko, we'll need them if we're going to explore that place,” Twilight said, “I'm going to look at a few things before going to bed.”

“Alright,” Fluttershy yawned, “I'm probably going right to sleep. Today was exhausting.”

“You deserve a good night's rest,” Twilight embraced Fluttershy and kissed her, “Good night Fluttershy.”

“Good night Twilight,” Fluttershy said, “I love you.”

“I love you too,” Twilight said. She and Fluttershy kissed a second time, and then went to their separate rooms. Twilight immediately turned on her computer and got to work on the new programs. Right as she was really getting into it, her phone rang. The caller ID just showed “unknown caller”.

Twilight slowly answered her phone, her heart racing.

“Hello?” Twilight asked.

“You need to be more careful, Twilight. Next time, I might not be able to come to your aid.”

Whoever it was, they were using a voice synthesizer to hide their identity, but Twilight could tell immediately this was the person who rescued them earlier.

“You're the one from before,” Twilight said, “The one who helped us on Lyoko. W-who are you?”

“For safety reasons I can't tell you my real name,” the person said, “But I can at least tell you that I am one of the people responsible for the machine you and your friends are using.”

“One of the Architects of Lyoko...” Twilight said beginning to realize who this was, “Does that mean...”

“Yes Twilight Sparkle, I am the head Architect,” the person said, “For now, you may call me… Eos.”

Ending Theme: Can't Fight the Moonlight

Author's Note

* Rarity doesn't use the "a", so this was omitted when Rarity spoke.

**Kakogo cherta? = What the hell?

*** Unlike in the show, the tentacles are actually physically holding her, not creating a field and keeping her still.

If you liked this episode and want to support my campaign for world domination, then come here to support my Patreon. Just a dollar will help me finish the Death Star so I can begin hiring the troops.

11: Sector 5

Theme Song: A World Without Danger

11: Sector 5

Twilight couldn't believe what was happening. She had always wanted to talk to one of the Architects of Lyoko, but she had pretty much figured they were all dead. The idea that one of them was talking to her right now was surprising enough.

But to be talking to the head Architect was borderline too much.

“How did you know how to reach me?” Twilight asked Eos.

“That, much like my true name, is not important,” Eos replied, “What is important is the fact that we are talking.”

“Why are you contacting me now?” Twilight asked.

“Because I saw the girl,” Eos said, “You set Fluttershy free from virtual imprisonment. While turning on the computer itself was dangerous, you managed to free Fluttershy from XANA. I don't know if I should condemn you for your folly, or commend you for your diligence.”

“My folly?” Twilight asked as something inside of her snapped, “None of this would have happened in the first place if you hadn't abandoned Fluttershy from the beginning!”

Eos grimaced on the other end.

“You could have fought XANA, you could have materialized Fluttershy, but instead you turned the computer off and left her there! If you truly loved Fluttershy, you would have stayed by her and protected her, instead of running away!”

Eos sighed, “Harsh words, Twilight, but you are not wrong. The truth is, I am a coward. I created something powerful, and I feared it. Instead of facing it, I took the easy way out. Even now, the only reason I hide my identity from you is because of my fear.”

“Well, it doesn't matter,” Twilight said, “Unfortunately, XANA still has pieces of Fluttershy hidden in Lyoko. Until we get those pieces, we can't shut down the super computer and get rid of XANA.”

“Hm… even if you were to turn off the computer, as you demonstrated that wouldn't stop XANA,” Eos said thoughtfully.

“That's why I want to destroy XANA once and for all,” Twilight said, “That way, whether or not the computer is on, XANA won't be able to hurt anyone again.

“I see,” Eos said, “To that end, you will need help.”

Twilight's anger at Eos began to dissipate when she said that, “You can help us?”

“In terms of defeating XANA, no,” Eos admitted, “That is beyond even my capabilities. However, in terms of setting Fluttershy free from the super computer…”

“You can help me save Fluttershy?” Twilight asked, “How?”

“Tell me,” Eos said, “What happens when you try and turn the computer off?”

“She becomes lifeless,” Twilight said, “It's scary. It's like she turns off herself. We think that XANA stole her memory files, and is keeping them inside Lyoko.”

“Well, you're not wrong per say,” Eos said, “However, there is more to it then that.”

“More?” Twilight asked, now getting worried.

“Do you know what Fluttershy is?” Eos asked.

“I'm afraid not,” Twilight admitted, “All I know is that she's able to deactivate the towers that XANA activates.”

“She still has that, good,” Eos said cryptically, “I was wondering how you were able to fight XANA for so long.”

“Eos… what exactly is Fluttershy?” Twilight said, “Because you're making it sound like she's more than just a security program or anti XANA program.”

“I assure you that she is much more than a computer program,” Eos said, “I could tell you, but it would be better for you to discover that for yourself. You wouldn't understand it if I told you now, anyway.”

That annoyed Twilight at bit, knowing that Eos knew what Fluttershy was but refused to tell her. That just made her even more curious as to what she was though.

“Alright then,” Twilight said, “If you want to be enigmatic, fine. Don't tell me. Can you at least tell me where I need to go to find this thing that Fluttershy lost?”

“You already went there,” Eos said, “At least, two of your friends did. Fluttershy's memories, along with the core part of her that's missing are hidden deep within the security section of my sector.”

“Your sector?” Twilight asked slowly.

“Yes Twilight,” Eos continued, “The sector that I created to be the foundation of Lyoko. If you wish to free Fluttershy, you must journey to the deepest section of Agartha, also known as Sector 5.”

“Sector 5?” Rainbow Dash asked after everyone met up at lunch to be filled in on Twilight's conversation with Eos.

“That's what Eos called it,” Twilight said, “The actual code name for it is Agartha, but in truth its actually a fifth sector of Lyoko.”

“What is Sector 5?” Rarity asked, “Apart from being a fifth sector?”

“According to Eos,” Twilight explained, “Its the center most point of Lyoko. It's there that all of the important programs within Lyoko are kept. We're talking the source codes for Lyoko, hidden programs and files...”

“And my memories...” Fluttershy said somberly.

“Yes,” Twilight said, “Eos said that the only way to find your missing data is to go into the deepest parts of the security section.”

“Well then, let's get goin,” Applejack said.

“Hold on. It's not that simple,” Twilight said, “First of all, you'll need to use those bikes to get around.”

“You mean that awesome bike that Applejack and Rarity were riding on?” Pinkie Pie asked excitedly, “Do we all get one?”

“Well, I have enough memory to make at least three more for now,” Twilight said, “Eos sent me a map of Sector 5's layout, and certain parts are broken up by a highway of information. Those motorcycles, Tera-Bikes as she called them, are the only things that can move on that rode. Falling off there is the same as falling into the digital sea in Lyoko.”

“So you need time to make more,” Rarity said.

Twilight nodded, “Also, Eos said that going into the security section is dangerous for another reason.”

“What reason is that?” Applejack asked.

“XANA,” Twilight said simply, confusing everyone.

“Um, isn't that a problem no matter where in Lyoko we are?” Rainbow Dash asked.

“It's different here,” Twilight said, “XANA exists everywhere in Lyoko, but he's all but taken over Sector 5. It's practically his home base.”

“The monsters there sure are different,” Applejack said seriously, “Ah fought a few in there, an' Ah was surprised by how strong they were. One hit damn near took half of my health.”

“And then there was that scary jellyfish,” Rarity said, “None of my attacks seemed to hurt it.”

“The only thing XANA can't access in Sector 5 is whatever is in the center most section of it,” Twilight said, “This includes the core of Lyoko and the keys.”

“Let me guess,” Dash said, “If we go through the security section of Sector 5, we're breaking the security of Lyoko itself.”

“Thus we're letting XANA into the deepest section of Lyoko,” Twilight said gravely, “Exactly.”

“I gotta give it to XANA,” Pinkie Pie said, “He's a really good planner.”

“Ah'll say,” Applejack said, “If we wanna save Fluttershy, we gotta lead XANA into the core section of Lyoko.”

“It stands to reason there's something there that he wants,” Rarity said, “He probably planned this whole thing just to get into core section.”

“Damn it...” Dash said crossing her arms, “And if just not go in there, he's gonna keep causing havoc. Shit, we're screwed either way.”

“There is another option, you know...” Fluttershy said somberly, “Just saying…”

“That isn't an option,” Twilight said sternly, “We're not going to kill you just to defeat XANA. Eos already took that route. We're not going to stoop to her level and take the easy way out.”

“So what are we going to do?” Dash asked.

“Ah say we risk it,” Applejack said, “We gotta start makin moves sometime. If we let XANA scare us off then we're lettin him win.”

“Dah,”, Rarity nodded, “I agree with AJ. We have to fight XANA at some point anyway. Sooner we end fight better.”

“Well, you know I'm down,” Dash said, “I don't like the idea of XANA getting what he wants, but if it helps Fluttershy, then I say what the hell.”

“I'm with Dashie!” Pinkie Pie said adamantly, “XANA's keeping Fluttershy hostage, and I don't like that! I say we set her free, and then punch XANA in the freaking soul!”

“So we're all in agreement?” Twilight asked, “We fight for Fluttershy, regardless of what XANA gets from the security section of Sector 5?”

When everyone nodded and smiled at Fluttershy, she gave them a teary smile.

“Thank you!” Fluttershy said, “Thank you all so much!”

“Agartha?” Trixie asked walking over to her bookshelf.

“Well, it came up once during class,” Twilight said, “Since you were so helpful before, I figured you'd know about this.”

“Well, Agartha isn't very well known,” Trixie said, “Except among those who look into the unknown such as Trixie. It's said that somewhere in the world is a doorway to a hidden land deep in the center of the Earth.”

“And that world is Agartha?” Twilight asked.

“Yes,” Trixie pulled out a book and showed it to Twilight, “It's sometimes associated with the mythical city of Shambhala believed to be in Inner Asia. While most believe the city to be a land filled with treasure and secrets of the world, Theosophists in particular believe it to be more of a network of tunnels inhabited by demons.”

“I see...” Twilight said, immediately seeing the connection of the names.

“Twilight, are you okay?” Trixie asked, “You seem troubled.”

“Oh, I'm fine,” Twilight lied, “Like I said, I was just curious is all.”

“Twilight, you are Trixie's best friend,” Trixie said taking Twilight's hand, “If there is anything bother you, you can talk to Trixie.”

“I know...” Twilight said, “But it's nothing I can't handle. Seriously, you've been a great help to me, Trixie. Thank you.”

Trixie gave Twilight an uncertain look, but she hugged her all the same. When Twilight stepped out of Trixie's room, she went outside to the schoolyard. She found a large tree to sit under, where she hugged her knees and silently shed a few tears.

She didn't tell her friends, but her opinion of XANA was changing. Before she saw XANA as a simple computer virus with an advanced AI. She was an expert when it came to computers, she could beat a virus. She could outsmart it.

But then she actually met XANA, and he showed himself to be far more than a computer virus.

XANA wasn't merely a machine. He was a machine, but like Fluttershy there was something more. He wasn't a machine simply acting automatically. He had true sentience and free will. He could learn, get smarter, and he could plan. He had shown that in the last few attacks.

He knew full well that they couldn't fully materialize Fluttershy, and he let them believe that they were on the right track. Just yesterday he activated a tower just to lure Twilight and her friends into Lyoko to trap them. Even now his plan was working, as the only way they could save Fluttershy was to give XANA exactly what he wanted. He planned this too perfectly. But none of that compared to what really had Twilight afraid.

What scared her was XANA's reasoning for targeting her.

Simple. I hate you Twilight. I want the pleasure of watching the life sucked out of you personally.

XANA hated her. Not Fluttershy, not her friends, he hated her. He may have wanted to take Fluttershy back, but he wanted to kill Twilight. He wanted her to suffer, and he was quite capable of doing that. She was now terrified of XANA, and what he could and would do to her.

“Twilight?”

Twilight looked up and saw Vice-Principal Luna standing over her with a worried expression.

“L-Luna...” Twilight said wiping her eyes, “What are you doing here?”

“I come out here a lot to think,” Luna said sitting down next to Twilight, “I didn't expect to see you out here crying though.”

“Oh… sorry...” Twilight said, suddenly feeling embarrassed.

“Does this have to do with XANA?” Luna asked. Twilight looked up at Luna about to deny it, but was met with a look that was both stern and motherly at the same time.

“You were right,” Twilight admitted, “Before, I was underestimating XANA. It finally hit me though. He's a threat, and he can kill us. Kill… me.”

“Twilight...” Luna said, clearly taken aback.

“He told me that's what he wants,” Twilight said, tearing up again, “He even told me that he's going to come after me personally, that he's the only one allowed to kill me,” Twilight broke down, “What am I going to do?”

“Oh Twilight,” Luna said embracing Twilight, “Talking about it is a good start. Do the others know?”

“No, they don't,” Twilight said, “I couldn't tell them. What would they think of me?”

“If they're true friends, I'm sure they'll understand,” Luna said putting her hands on Twilight's shoulders, “They're your team. If you can't trust them with your fears, then you can't trust them at all.”

“But Fluttershy will think that this is her fault,” Twilight said, “She'll tell us to just turn the computer off, killing her.”

“Would you do that?” Luna asked.

“No! Never!” Twilight said adamantly.

“But it would protect you from XANA,” Luna said raising an eyebrow, “That way he'd never be able to reach you.”

“I don't care! I'm not going to kill Fluttershy just to save myself! I couldn't-” Twilight noticed that Luna was smiling, “L-Luna?”

“You're a lot stronger than you think, Twilight,” Luna said, “XANA wants to break you, but you've shown that you're not going to let him beat you. He's evil, and full of hatred. Someone like him will not succeed.”

“It doesn't change the fact that I'm still terrified of him,” Twilight said looking down in shame.

“And that fear is fine,” Luna said, “Twilight, do you know the difference between bravery and courage?”

“Aren't they the same thing?” Twilight asked.

“Not at all,” Luna said moving a strand of Twilight's hair, “Bravery is when you have no fear. However, to have courage means that you not let fear stop you. It's okay for you to be afraid, as long as that fear doesn't stop you.”

Twilight hugged Luna, “Thanks Luna. I'm really happy that you joined our team.”

“I'm happy that I can be here for you,” Luna said, “I can't imagine what you'd do without me here.”

Neither of them knew this, but Rainbow Dash was right behind the tree listening to their conversation. She herself had begun seeing things differently. Sure, she and Pinkie Pie still joked around like Lyoko was a video game, but they knew much better. Dash herself wanted to be more useful, especially now that she saw how afraid Twilight was.

Dash walked back to her and Pinkie Pie's room, feeling even better about what she had planned.

After she finished making the bikes, Twilight asked everyone to meet her in her room.

“Alright, everything is set up,” Twilight said turning to everyone.

“So, we can transfer into Sector 5 now?” Rainbow Dash asked.

“Well, yes and no,” Twilight said.

“Yes an' no?” Applejack asked, “What's that supposed ta mean?”

“Well, everything is set up per say,” Twilight said, “I mean, we could theoretically go into Sector 5, but we're still locked out.”

“This is very important place,” Rarity said, “I can't imagine being able to just walk in anytime we want.”

“Man, now I know this place is super important,” Pinkie Pie sighed, “Just like any other RPG, we have to go on this hour long side quest just to get the key into Sector 5 which will include finding someone's cat and buying some random item from a store that doesn't even sell it anymore, which means going to some other shop to get the item made, but we have to get the material first, which can only be found within Lyoko's Forest Sector and Mountain Sector.”

Everyone turned to Pinkie Pie with varying degrees of “WTF”.

“That… was horribly precise…” Rarity said slowly.

“I pray to God that doesn't happen,” Rainbow Dash said, “Seriously, if we have to go on some random quest that has nothing to do with our mission, I'm done.”

“Don't worry,” Twilight said, “I'm sure Eos will help us once we get to Lyoko.”

“How do ya know that?” Applejack asked.

“She helped us before, remember?” Twilight said, “She wouldn't tell us to go to Sector 5 and then not give us the means of getting there.”

“How did you get there before?” Fluttershy asked Rarity and Applejack.

“Well, Ah went ta the edge of the Desert Sector,” Applejack explained, “When Ah got there, some weird sphere came outta the Digital Sea an' scooped me up. Ah felt like Ah was flyin, an' after a few seconds Ah was in Sector 5.”

“I just woke up there,” Rarity said, “I did feel really tired though, so XANA must have pulled me there unnaturally.”

“Which means Applejack's method is the real way there,” Twilight said, “Okay, we'll head out tomorrow after classes end. This is going to be our toughest mission yet, so we need to be prepared.”

“Perfect,” Rainbow Dash said getting up and stretching, “Pinkie Pie, wanna help me train?”

“Sure Dashie,” Pinkie Pie said skipping over to Dash. As they left, Rarity held her head looking a little tired.

“Rares, are ya alright?” Applejack asked.

“I'm fine,” Rarity said, “Just headache. Didn't get much sleep last night.”

“You should go home for now, Rarity,” Fluttershy said, “Get some rest for tomorrow.”

“Dah,” Rarity said, “You walk me home?” Rarity asked Applejack.

“Sure thing,” Applejack said smiling, “Ah'll be back before curfew, maybe.”

“I'll cover for you,” Twilight said looking at Fluttershy, who took her hand smiling, “Assuming I'm not preoccupied when Luna comes charging in.”

“Have good night, you two,” Rarity said, “See you tomorrow.”

“Take care Rarity,” Fluttershy said. When Rarity and Applejack left, Fluttershy sat down on Twilight's bed and folded her arms, “Twilight, I'm worried about us going to Sector 5.”

“Yeah, me too,” Twilight admitted, though for completely different reasons, “It'll be okay though. Even if its a little different, its still a sector in Lyoko, right?”

“I hope so,” Fluttershy said, “Still, knowing that we're essentially giving XANA what he wants is...”

“When the time comes, we'll deal with it,” Twilight said, trying her best to sound brave, “Who knows, once we know exactly what XANA wants in Sector 5, we might be able to intercept him.”

“He's gotten the upper hand before,” Fluttershy said, “I hate to say it, but right now XANA is winning this war.”

“He is, for now,” Twilight said turning to her computer, “He won't be winning for long though. We're… going to beat him,” Twilight said, her hands trembling thinking about the intense hatred XANA had for her in particular.

Fluttershy must have sensed her fear. She got up and embrace Twilight from behind. It was a truly loving gesture, one that Twilight appreciated.

She loved this angel so much.

“Dashie, what are we really doing?” Pinkie Pie asked Rainbow Dash as they walked to the factory.

“There's something I need to get here,” Rainbow Dash said.

“We're not going to mess with the computer, are we?”

“Hell no,” Rainbow Dash said, “That's just asking for trouble. Right now, the only ones I trust even touching that thing are Twilight and Fluttershy. I just need to get a book, is all.”

“A book?” Pinkie Pie asked in confusion. Dash just left it at that though, and continued into the factory. Once there, she and Pinkie Pie took the elevator down into the main computer room.

Pinkie Pie shuddered, “This place is really spooky without Fluttershy on screen to greet us.”

“Yeah, and knowing that our main enemy is right downstairs doesn't help either,” Dash said walking around the computer, looking for something, “Now if I were a nerdy computer genius, and I found a super advanced computer, where would I keep… Ah hah! Found it!”

Pinkie Pie looked as Dash pulled out a really thick text book from under the keyboard.

“Is that the instruction manual?” Pinkie Pie asked.

“Closest thing to one we'll get here,” Rainbow Dash said looking it over, “Man this thing is thick… Oh well, better start reading. Come on Pinkie Pie.”

“Wait,” Pinkie Pie said running after Dash as she walked to the elevator, “You're going to read that?”

“Yeah, why not?” Dash said.

“It just seems a like a bit much,” Pinkie Pie said looking at the humongous book, “My math book isn't even that big, and have you seen how big that book is?”

“I'll be fine,” Dash said, “I may not be an egghead like Little Miss Perfect, but I have my own skills too.”

Pinkie Pie shrugged her shoulders, content with Dash's answer. She clearly knew what she was doing. Still, Pinkie Pie wouldn't be caught dead reading something that big. She'd spend an afternoon playing Bubsy 3D before reading something that big.

She thought about that, and changed her mind. Nothing was worse than playing Bubsy 3D.

After their afternoon classes, Twilight and Fluttershy went to Applejack and Rarity's fencing class to wait for everyone else. It looked like Rarity was feeling better thankfully, as she was really aggressive in class. That was the Rarity they all knew and loved.

When they were done, Rarity called her parents, apparently telling them some lie about maybe spending time with Applejack (as the entire conversation was in Russian, Twilight could only make out a few words). She and Applejack got changed, and met up with Pinkie Pie and Rainbow Dash near the secret passage.

After the six girls climbed down into the sewers, they all picked up their vehicles and rode off, Fluttershy now riding her own scooter close to Twilight. They reached the factory and swung down to where the elevator was, Twilight getting off alone at the computer room while everyone else took the elevator all the way down to the scanner room.

“Okay, I'll transfer Applejack and Rarity first,” Twilight said, “After that, Fluttershy, Dash, and Pinkie Pie will follow.”

“Transfer Applejack!” Twilight said as Applejack stepped into her scanner.

“Transfer Rarity!” Twilight continued as Rarity entered her scanner.

“Scanner Applejack!” Twilight said matching Applejack to her avatar on Lyoko.

“Scanner Rarity!” Twilight said, now matching Rarity to her avatar, “Virtualization!”

Applejack and Rarity took form in the air above the Forest Sector, and landed near the edge of the sector. Applejack walked over to Rarity.

“Now, are ya sure ya feelin better?” Applejack asked.

“Dah,” Rarity said, “Much better. Was just anxious about going to Sector 5 again.”

“Hopefully we won't have ta deal with that weird jellyfish again,” Applejack said squeezing Rarity's hand, “Ah'll protect ya from it.”

Rarity looked into Applejack's eyes, then turned away smirking, “That was horribly cheesy line.”

“Hey, Ah'm tryin ta be romantic here!” Applejack fussed playfully, making Rarity laugh.

“Virtualization!” Twilight's voice was heard. A few seconds later Rainbow Dash, Pinkie Pie, and Fluttershy were rendered into Lyoko and dropped down a bit in front of them.

“Now, are you love birds ready to jet?” Rainbow Dash asked.

“Yeah yeah, we're ready,” Applejack said hitting Rainbow Dash's arm, “Twilight, what next?”

“Head to the edge of the sector,” Twilight said, “I didn't feel safe transferring you right there, just in case I over shot it and dropped you into the Digital Sea, so you're a few meters away from it.”

“I see it,” Fluttershy said pointing ahead, “This way everyone.”

Everyone followed Fluttershy to the edge of the sector. It was nice to have the entire group together for a change.

Which meant XANA was going to devirtualize one of them really quick once they got to Sector 5.

Right as everyone was running to the edge of the Sector, Twilight got an email from Eos.

Once they reach the edge of the Sector, open this program and type in the code THESEUS. That will call the chariot and bring send them to Sector 5.

This showed Twilight two things. One, that Eos was in fact watching them right now from wherever she was, and two, she had planned on getting them to Sector 5 from the beginning.

Twilight dis as was requested, opening the chariot program once they arrived at the edge of the sector and putting in the code.

THESEUS

In Lyoko, a white sphere came out of the Digital Sea, and flew over to the five girls. At first they wondered how they would all fit inside of it, but when it opened up, they seemed to all be broken up into data bits and carried off to the center of the sector.

HOLOSPHRE SYSTEM

ACTIVATED

After a few seconds, the chariot let them off in the same dome shaped room they were in before with the moving ceiling.

“This room makes me feel dizzy,” Rarity complained.

“Neato...” Dash said looking around, “This is the coolest sector ever!”

“I bet the final boss is in here somewhere,” Pinkie Pie said, “Either that, or something needed to fight the final boss.”

When the walls stopped moving, a single door opened in front of them. Rarity and Applejack looked confused.

“Huh?” Rarity asked, “Why only one?”

“That is weird,” Applejack said, “Twilight?”

“It looks like the layout of Sector 5 is always changing,” Twilight said, “Since last time you both went into the security section, the chariot let you guys off somewhere still in the security section.”

“So we have ta clear the security section in order ta get into the core section?” Applejack asked.

“We don't need to go there anyway,” Dash said, “Remember, we came here to get Fluttershy's memories.”

“Rainbow Dash is right,” Twilight said, “Speaking of… I have gifts for you guys.”

In front of the girls appeared four futuristic motorcycles like Applejack rode the other day. One was the same red and black one that Applejack used, but there was a pink one, a blue and black one, and a silver and black one.

“Oh this is sweet!” Rainbow Dash said running over to the blue one.

“These are your new Tera-Bikes,” Twilight said proudly, “You'll use them to travel from one part of Sector 5 to the other.”

“Hey, think you could make something like a one wheeled bike, or a hover board, or a flying scooter?” Pinkie Pie asked Twilight.

“I may be a master programmer, but even I have my limits,” Twilight admitted, “Besides, this is more organized and easier to program.”

“It'd be cooler though...” Pinkie Pie pouted folding her arms.

Rarity walked over to the silver and black one. She got on, started it up, and smiled in almost ecstacy, “Mmm… that sound is wonderful.”

“Uh oh,” Dash said, “Future biker chick at six o'clock.”

“What? Even someone classy as moi can appreciate hum of good engine,” Rarity said.

“Are you sure it's the hum that's getting you excited?” Pinkie Pie asked with a smirk. Even Fluttershy started giggling at that. Rarity's face turned beet red and she looked away with a scowl.

“S-shut up!” Rarity fussed.

“Alright y'all, let's get movin before the claws come out,” Applejack said getting on her bike.

“I don't know about you guys, but I'm gonna enjoy this,” Dash said getting on her bike and starting it up.

“Fluttershy, we'll ride together,” Pinkie Pie said getting on her pink bike. Fluttershy sat down behind her hugging her waist.

The four bikes rode off down the tunnel, Applejack's leaving a red trail, Dash's leaving a blue trail, Rarity's leaving a white trail, and Pinkie Pie's leaving a pink trail.

“Hey, this isn't too hard,” Pinkie Pie said, “I was thinking that we'd have to learn how to ride these things.”

“Along with programming the bikes themselves,” Twilight explained, “I also made a driving program and transferred that into you. Fluttershy, if you want, I can make one for you later.”

“That's okay Twilight,” Fluttershy said, “I kind of prefer to be a passenger. Though, you should probably have one yourself just in case.”

“Hey, check this out!” Dash called out. She hit the acceleration on her Tera-Bike popping a wheelie, “WHOO!!!! This is too much fun!!! Race you guys to the end!”

Dash rode off at high speed.

“Dash!” Rarity called out, “Ugh… that girl...”

“You were thinkin it too, so don't even try it,” Applejack said to Rarity before racing after Dash. Rarity sighed and rode after them.

“Fluttershy, are you okay back there?” Pinkie Pie asked.

“I'm alright,” Fluttershy said, “Go for it.”

“Hang on!” Pinkie Pie floored the acceleration on her motorcycle and rode after everyone, now officially entering the race.

Naturally Dash was right in front, but Applejack and Rarity were close behind her. Pinkie Pie and Fluttershy managed to get right behind them, but couldn't get past anyone since there wasn't enough rode.

Right when everyone got really into the race though, an alarm went off around them. Fluttershy turned to see three robotic bikers riding after them, their bikes looking just like the Tera-Bikes but with XANA's symbol on the front.

“Um, we've got company!” Fluttershy cried out.

“Those are called Bikers!” Twilight said from the real world, “It looks like the pathway up ahead closed off! You'll have to take them out before you reach the end or you'll be cut off!”

“Then that's what we'll do!” Applejack said breaking off from everyone to get next to one of the bikers.

When she reached the biker, she pulled out her shotgun to fire at it, but it drove ahead out of the way.

“Shoot! They're too fast!” Applejack said.

“I've got this!” Pinkie Pie said, “Fluttershy, take the wheel for a second!”

“W-what?!” Fluttershy cried, watching as Pinkie Pie actually stood up on her bike. She jumped off it and used her Homing Attack hitting the biker Applejack tried to hit, knocking it off its bike killing it. Pinkie Pie landed perfectly on her bike, much to Fluttershy's relief.

“Don't do that again!” Fluttershy fussed.

“I make no promises,” Pinkie Pie admitted.

Rainbow Dash rode up next to another biker and had an interesting idea. Remembering a movie just like this, she rode in front of the biker making it hit the blue trail behind her motorcycle. Instantly the monster was deleted.

“Guys! I found an easier way to kill them!” Dash called out, “Just make them hit the trail behind you!”

“Dah!” Rarity said clashing her sword with the gun of another biker. This one was determined to kick or ram her off her bike, and refused to let her get ahead.

Applejack saw that and rode up in front of the fight, “Rares! Break away on three!”

Rarity counted to three in her head, and broke off from her foe. At the same time, Applejack rode in front of the monster hitting it with her red trail, killing it.

“Thanks AJ,” Rarity said riding up next to Applejack.

“Ah told ya Ah'd protect ya,” Applejack said with a smile.

After a few more seconds, the girls made it to the end of the rode, which opened up to a completely different section.

Rainbow Dash stopped her bike and got off looking around. This place was a bit more like a labyrinth made of multiple platforms suspended over a pure white abyss. Ahead it lead into a more closed off section with four pathways.

“Okay, now this is different,” Dash said as the others rode in after her.

“Huh...” Applejack got off her bike and looked around, “Where's we end up this time?”

“You guys are now in Security Level 1,” Twilight said, “If we clear the security here, we'll be able to access Level 2.”

“That means XANA will be able to as well,” Rarity said.

“Don't remind me,” Twilight sighed, “He's already infiltrated this section, so be careful. According to Applejack, the monsters here are stronger.”

“Well, as long as we stick together we should be fine,” Dash said walking forward, completely unaware of the hazard next to her, “We can handle a few monsters, right?”

“Dashie! Look out!” Pinkie Pie cried out. Dash looked to see a section of the wall shoot out to hit her. Applejack ran over to her and pushed her out of the way just in time.

“Holy shit!” Dash shouted, “Is this place trying to kill us?!”

“Remember when I said this is security level one?” Twilight asked, “Meet the security!”

“The whole place is changing!” Fluttershy cried, pointing forward. The pathway ahead was beginning to close itself off too.

“Oh, now what?” Twilight fussed. She got an email from Eos, who thankfully was still watching them.

You need to find the switch that deactivates the security in the room before you can proceed.

“Okay Eos just sent me information,” Twilight said, “Somewhere in that room is a switch that will deactivate the security.”

“And all we have to do is find it, right?” Dash asked, “We got this!”

“Be careful,” Twilight urged, “I don't know what will happen if you lose your hit points here. It should follow the same rules at the other sectors, but better safe than sorry.”

The five girls began running forward through the labyrinth, as it violently tried to kill them. Parts of the walls, ceiling, and even the floor opened and moved in various ways trying to either crush them or make them fall into the abyss.

Rainbow Dash and Pinkie Pie didn't have much trouble dodging the constant assaults of the room being more agile. Pinkie Pie mostly ran around on all fours and even rolled out of the way while Rainbow Dash elegantly flipped and jumped away using a combination of free running and what looked like gymnastics.

Rarity and Applejack had it a little harder, both from not being as fast and from trying to keep Fluttershy close to them. Rarity took Fluttershy's hand and mostly waited for the pathways to be cleared before going forward while Applejack moved ahead taking the more dangerous routes.

Everything seemed rather straight forward, until they hit a section that broke up into four hallways.

“It looks like a maze in there,” Twilight said, “I can't tell which path is the right one.”

“We ain't got time ta wait till ya figure it out,” Applejack said, “As say we each pick one an' go in.”

“Got it,” Dash said.

“Good luck, everyone,” Pinkie Pie said. Rarity, Applejack, and Fluttershy nodded and they all ran down a different path, Rarity and Fluttershy going to the left, Applejack taking front left, Rainbow Dash taking front right, and Pinkie Pie taking the right.

Dash, not wanting to waste time, chose to use her super sprint to tackle most of the maze at high speed. While she ran through the maze, she was shot in the chest by a creeper, falling back.

Rainbow Dash: 60 HP

“Ugh… Damn it! That hurt!” Dash fussed getting up and looking at the monster, “So, you're one of the new guys, huh?” she pulled out her kunai and spun them around on her fingers, “I've been on a bit of a losing streak, and I plan on fixing that today. Wanna help with that?”

Rainbow Dash VS Creeper

The creeper answered her by firing another red laser out of her mouth. This time Dash was ready though, as she dodged to the side and threw her kunai at its head. It seemed to do a bit of damage, but clearly her weapon wasn't a good match against this thing.

Didn't mean she wasn't gonna win though.

She ran back a bit, leading the creeper away. As it crawled after her, it saw Dash waving to it in the distance. It fired at her, but she instantly vanished as it was just a clone. The monster crawled deeper in the maze, and felt something land on its back and start riding it. Dash pulled out two more kunai and threw them right in the monster's head, and jumped away as it exploded.

“Well, that wasn't too hard,” Dash said dusting herself off. More lasers began firing in her direction, and she saw three more creepers crawling after her quickly, “Seriously XANA?!”

In another part of the maze, Pinkie Pie was running away from two more creepers as they fired at her. Since they were somewhat built in the same way as tarantulas she thought they would be weak to her just like them.

She was so wrong.

“Okay, this is not a fun level!” Pinkie Pie cried running away on all fours, “I knew I should have grinded more!”

One shot got through, hitting Pinkie Pie in the back and knocking her to the ground screaming.

Pinkie Pie: 50 HP

Even though she was in Lyoko, Pinkie Pie's confidence was beginning to suffer. Nothing she did worked against these monsters, and she didn't even need to be able to see her life to know that one more hit from those and she was done.

“Dashie...” Pinkie Pie said, her eyes watering a bit, “Help me...”

One of the creepers tried to fire at her, but something hit it in the back killing it instantly. Pinkie Pie looked and saw Applejack reloading her shotgun pointing it forward.

“How do you like getting shot in the back?!” Applejack shouted firing at the other one. It moved to the side and fired at Applejack, who took the hit but blocked in order to reduce damage.

Applejack: 65 HP

Applejack reloaded her shotgun and fired, but once again the creeper moved out of the way. Seeing Applejack fight snapped Pinkie Pie back into the moment, and she rolled into a ball.

“Spin Tackle!” Pinkie Pie shouted, charging toward the creeper. She knocked it off its feet, doing minor damage, and Applejack followed up by firing at its head killing it.

“Pinkie Pie, ya alright?” Applejack asked.

“Yeah Applejack, I'm fine,” Pinkie Pie said with forced cheer. A raised eyebrow from Applejack caused her to wilt though, “Oh, I'm not okay at all. I hate this place. None of the monsters can be affected by my attacks, and without Dashie with me...”

Applejack put her hand on Pinkie Pie's shoulder, “Why don't we stay tagether then,” Applejack said, “At least till we find Dash.”

“Thanks Applejack,” Pinkie Pie said hugging Applejack, “You're the best.”

While they proceeded forward, Rarity and Fluttershy were in a completely different section of the maze. Oddly, they weren't running into any monsters.

“Quiet,” Rarity said looking around, “Too quiet.”

“Rarity, I have a bad feeling about this place,” Fluttershy said, “Maybe we should go back.”

“Nyet,” Rarity said shaking her head, “We're not leaving until we clear security here.”

They heard an odd sound behind them. Something like an underwater growl. Rarity tensed up when she heard that, as she had a run in with that thing before. She and Fluttershy turned around and saw the same giant jellyfish monster from before.

“You again!” Rarity said pulling out her sword, “So, trying to isolate us, XANA?”

Fluttershy looked up at the monster, and felt something come over her. It was a fear unlike anything she had ever felt, as if she were looking at XANA itself.

“S-scyphozoa...” Fluttershy said fearfully.

“Scyphozoa?” Rarity asked, “Is that monster's name?”

“It is,” Twilight said from the real world, “It's strange though.”

“I can't get any data on it at all,” Twilight continued. Her monitor only showed its name. Any other information on the monster came up blank. She couldn't even see a health bar on it.

“I met scyphozoa before,” Rarity said, “When I came here two days ago. Caught me off guard then, but not this time!”

“Rarity no! You can't fight it! You have to run away now!” Twilight urged.

“Rarity, please just listen to me! Get out of there!” Twilight continued.

“We need to listen to Twilight,” Fluttershy said, still trembling, “This thing is different from the other monsters.”

“Different?” Rarity asked, both she and Fluttershy backing away from the scyphozoa as it approached them.

“This monster...” Fluttershy said, “I feel...” she suddenly gasped in shock.

AHHH!!!!!!!

NO!!!! STOP IT!!!!! LET ME GO!!!!!

Fluttershy grabbed her head suddenly and screamed, shocking Twilight, Rarity, and anyone else who could hear her.

“Wait? Was that Fluttershy?” Dash asked, sprinting in the direction of the scream at high speed. She ended up running past Pinkie Pie and Applejack, who also heard the scream.

“Dashie?!” Pinkie Pie cried out.

“Ah bet she's followin the scream,” Applejack said, “We need ta go too!”

Pinkie Pie nodded and followed after Applejack, who thankfully got a good look at the direction Rainbow Dash ran in.

Rarity backed away from the scyphozoa, using her blade to slash its tentacles back as they reached for her and Fluttershy.

“Back XANA!” Rarity shouted, “Stay back!”

She didn't know if XANA was in control of this creature directly or not, but she didn't care. She wasn't going to let this thing get to Fluttershy, nor was she going to just let it catch her again either.

“Not again...” Fluttershy sobbed, “I don't want this again… I don't want to see this again…”

“Fluttershy, what's wrong?” Rarity asked.

Fluttershy just looked up at the monster, trembling and looking traumatized. Rarity had never seen her quite like this before. Rarity looked around the room and saw that all the passageways to their section had closed off, leaving them in a large arena like room.

She then looked up as the scyphozoa's tentacles reached out. There was nothing she could do as the scyphozoa grabbed hold of…

“Damn it!” Rainbow Dash shouted kicking the wall as it closed, “I was so close!”

Applejack and Pinkie Pie ran up to her.

“Dash, did ya find em?” Applejack asked.

“Right behind this wall, but it closed before I could get through,” Dash explained.

“Guys, you need to hurry!” Twilight said, “I can't tell what's going on in there! This new monster seems to jam my systems whenever it appears!”

“If we find the switch, will the walls change?” Pinkie Pie asked.

“I don't know,” Twilight said, “Maybe.”

“Either way, we can't just stay here and do nothing,” Dash said, “I'll go around and either find that switch or another way inside. If you see the corridor open, charge in.”

“Got it,” Applejack said.

“Dashie, hurry,” Pinkie Pie urged, “Fluttershy and Rarity are in danger.”

“I will,” Dash said, sprinting off at high speed. She ran as fast as she could, searching for that switch and/or another way into the room that Rarity and Fluttershy were stuck in.

Eventually she saw what looked like a button shaped like XANA's eye on a wall, guarded by two creepers.

“Twilight, think I can hit that switch with a kunai?” Dash asked.

“If you hit it just right, yes,” Twilight said, “But that is incredibly risky.”

“Gotta take risks every once in a while,” Dash said pulling out her kunai. She ran toward the switch as fast as she could, dodging the incoming fire from the creepers as best as she could. Once she felt she was close enough, she threw her kunai in the direction of the switch. This left her wide open as both creepers fired at her at the same time. The hits pushed her back as she devirtualized.

Rainbow Dash: 0 HP

Thankfully, her kunai hit the switch, deactivating the security in the room.

In the real world, the scanner that Rainbow Dash used opened, revealing Dash leaning against the wall of the scanner exhausted. She slowly pulled out her cellphone and called Twilight.

“Please tell me I hit it,” Dash said.

“You did,” Twilight said, “You were awesome, Rainbow Dash.”

“Tell me something I don't know,” Dash said with a smirk, hiding how she really felt. Truth was, she was terrified that she had missed the target.

Back in Sector 5, the wall slowly opened.

“She did it,” Applejack said in relief.

“I knew she could do it,” Pinkie Pie said happily. They both ran into the room, surprised and horrified by the sight they saw. The scyphozoa's tentacles were wrapped around not Fluttershy. She was sitting on the floor sobbing uncontrollably.

The one who was captured by the scyphozoa was Rarity.

Just like before, he held her up with most of its tentacles, a few holding her arms and legs, and some wrapped around her waist. There were also two more tentacles hovering over her head glowing red, and Rarity had a blank expression on her face.

“That is so wrong!” Pinkie Pie cried, “XANA, you are such a perv!”

“I still can't see! What's going on in there?!” Twilight asked frantically.”

“That new monster's got Rares!” Applejack said firing at the jellyfish monster, who this time seemed unfazed completely.

“Hold on, it looks like things are clearing up on my end,” Twilight said.

“What are you doing, XANA?” Twilight asked as Rainbow Dash walked into the computer room. They both looked at the monitor and saw something scary.

Installation: 19%

Installation: 22%

Installation: 26%

Twilight's eyes went wide when she realized what was happening, “Applejack, Pinkie Pie, get Rarity free NOW! XANA's trying to install something into her!”

“Like hell he will!” Applejack shouted.

“Ya messin with the wrong one taday, XANA!” Applejack shouted pointing her gun at the monster.

Applejack VS Scyphozoa

Applejack wasted no time firing at the scyphozoa, focusing mainly on the head. Still, nothing seemed to affect it. Either her shots weren't hurting it at all, or it had too many hit points to care. Either way, Rarity was in a lot of trouble.

Installation: 32%

Installation: 38%

“Pinkie Pie, help me out here!” Applejack commanded.

“I'll try!” Pinkie Pie said rolling into a ball, “Homing Attack!” her attack targeted its head, but she was pushed back into a wall by what seemed like a barrier.

Pinkie Pie got to her knees looking at the monster helplessly, “Applejack, I'm sorry, but none of my powers work here! There's nothing I can do!”

“Damn it, damn it, DAMN IT!!!” Applejack shouted firing wildly at the scyphozoa, “LET HER GO XANA!!!!”

Installation: 44%

Installation: 49%

“You need to change tactics!” Twilight said, “Whatever XANA's installing into Rarity, he's halfway done already!”

“What can Ah do?!” Applejack asked, “None of my attacks hurt the son of a bitch!”

Twilight thought hard, trying to figure out what to do. They needed to get Rarity free, but neither Applejack nor Pinkie Pie could directly damage the monster.

“Wait,” Twilight thought about the monster's make up, “It's shaped like a jellyfish… Applejack, focus on the tentacles!”

“Got it!” Applejack said, pointing her shotgun at the tentacles that were glowing. She fired at those, finally catching the attention of the scyphozoa, “Pinkie Pie, the tentacles ain't protected!”

“So I can hit it now?” Pinkie Pie said rolling into a ball, “Perfect! Homing Attack!”

Pinkie Pie this time targeted the tentacles wrapped around Rarity, forcing the monster to drop Rarity. Realizing that they had learned its weakness, the scyphozoa flew off. Applejack ran over to Rarity sitting her up.

“Rares! Rares! Come on girl, wake up!”

Pinkie Pie helped Fluttershy up and they walked over to Applejack and Rarity too.

“Is she alright?” Fluttershy asked, now a little calmer than before.

“She ain't movin!” Applejack said, “Twilight, pull us out now!”

“On it,” Twilight said, “Thankfully that entire structure is like one giant tower, so I can use Code Earth right from there. Materialize Pinkie Pie! Code: Earth!”

Both Pinkie Pie and Fluttershy vanished from Lyoko at the same time as Applejack embrace Rarity.

“Yer gonna be okay, Rares,” Applejack said as both she and Rarity vanished from Lyoko at the same time.

When Rarity finally came too, she was back in the scanner room, lying on the floor. Everyone except for Fluttershy and Twilight were standing over her.

“Everyone...” Rarity said weakly. Applejack immediately embraced Rarity.

“Yer okay! Ah was worried that monster had killed ya!” Applejack said.

“Nyet, I'm fine, AJ,” Rarity said returning the loving embrace, “Still, I appreciate concern.”

“Geez,” Dash groaned, “I'm the reckless one of the group, remember? You're supposed to be the voice of reason.”

“I know I was being foolish,” Rarity said, “But when I saw how scared Fluttershy was-” Rarity suddenly looked up, “Fluttershy! Where is she? Is she-”

“She's okay,” Pinkie Pie said, “She and Twilight are upstairs checking out your data. XANA tried to install another virus into you.”

“He didn't succeed, did he?” Rarity asked.

“As far as we know, he failed,” Applejack said, “But knowin him, we can't be too careful.”

“Dah,” Rarity said looking down. That was the second time XANA singled her out like that. She thought that it was Fluttershy that he wanted. Since when was she XANA's main target?

“It doesn't look like anything is out of the ordinary,” Twilight said, “Whatever he was installing, it either was destroyed when we interrupted the process, or it wasn't a virus to begin with.”

“We can't trust it,” Fluttershy said, “XANA is smart. As far as we know, he may have encrypted it or something.”

“I'll get in contact with Eos later,” Twilight said, “Hopefully she'll have an answer for us.”

“Yes… hopefully,” Fluttershy said looking away somberly.

“Fluttershy, what happened to you in there?” Twilight asked, “You seriously started freaking out when you saw the scyphozoa.”

“I don't know what happened to me,” Fluttershy said, “I feel like at the time I knew, but now there's nothing there. I just remember feeling terrified of that monster.”

“Whatever it is, it's definitely different than XANA's usual batch of monsters,” Twilight said thoughtfully, “What do you want to do?”

“I… think I want to keep going,” Fluttershy said, surprising Twilight, “That monster took something from me, and I want, need it back.”

Twilight got up from her chair and walked over to Fluttershy and took her hands, “You know, next time we go into Sector 5, you can stay here. How about next time, you operate the computer while I-”

“No Twilight,” Fluttershy said seriously, “I have to face this. The only way I can learn what XANA took from me is if I go back to Sector 5 myself.”

Twilight looked down seriously, and then embraced Fluttershy. Nothing needed to be said between them. Right now, Fluttershy just needed comforting.

Twilight couldn't let her fears show now, not when Fluttershy had her own fears plaguing her.

That night, Twilight couldn't sleep. She couldn't take her mind off of what happened. Now XANA had done something weird to one of her friends, and he was still at large watching, and waiting for his next move.

Twilight looked at Applejack, who seemed to be resting relatively peacefully in her bed. She was wearing the blinders that Trixie gave them though, so as far as Twilight knew she could have been awake.

She sighed and got up, going to her computer. She felt lost, helpless. XANA was something beyond her, and slowly Twilight was beginning to wonder if they could defeat him. When she turned on her computer, she was surprised to see an email.

I understand that it's hard, but I want to commend you for your bravery. Few people would be willing to face the evil that is XANA. He doesn't have compassion, he doesn't have a soul. He is pure evil, and will not rest until he has what he wants. What that is exactly, I don't know.

Still, despite your bravery, I understand that you are very young, and also very afraid. That is understandable, and I apologize wholeheartedly for putting you through this. This is my fault, Twilight, just as you said. You are cleaning up my mistake, and that isn't fair.

I have attached with this email my personal email address. It is encrypted, like all files I send you, but if you send me an email to this address, I assure you that I will get it, and reply back to you as soon as I am able. You may contact me here anytime, as much as you like.

There is only so much I can do right now, but I want you to know that you are not alone. I am here for you.

Eos

Twilight damn near broke down crying when she read that. She had spent so much time loathing Eos for making XANA and abandoning Fluttershy, yet she had opened the path for communication, just for her security.

Eos was a friend, probably soon to be one of Twilight's closest.

Realizing that she wasn't going to bed anytime soon, she decided to send Eos an email.

Dear Eos,

First I want to thank you for opening up to me. I have been worried about a lot, so knowing that you're willing to open up to me actually helps.

Secondly, I want to apologize for how I treated you before. You're not a bad person. I can see that now. Truth is, I understand why you took the route you did now. XANA is evil. He has said to me directly that he hates me, and that he himself wants to kill me. The idea that something so sinister wants me dead unnerves me.

Finally, there's something I wanted to tell you. That monster, the scyphozoa I believe it's called, installed something into my friend Rarity. We interrupted it, but it was more than halfway finished by the time we freed her.

Do you know what XANA uses the scyphozoa for? What did he install into Rarity, and should we be worried?

Please get back to me soon.

Sincerely,
Twilight Sparkle.

After finishing the email and sending it, she felt more at peace. She had an ally who knew what they were dealing with, and now she had a way to reach her anytime she wanted. With Eos' help, maybe they could defeat XANA.

Twilight started feeling a little sleepy. She walked to her bed, fell down, and instantly went to sleep, feeling more at peace than she had for a while.

Ending Theme: Can't Fight the Moonlight

Author's Note

So yeah, I'm parodying the friendship reports now. I hope you all enjoyed this chapter. I changed a bit about how Sector 5 works to get rid of unnecessary parts but also to add more tension.

I can't wait to read your thoughts on this chapter.

If you liked what you read, please consider coming here to support my patreon. As little as a dollar will help fund my Death Star and begin my campaign for world domination.

12: Specter

Author's Note

Special OC guest star from one of my Patrons. If you want your OC to be featured, then please donate to my Patreon here, and I'll put your OC into one of my stories as an extra.

Remember, each one of your donations helps me get one step closer to my dream of world domination.

12: Specter

Theme Song: A World Without Danger

12: Specter

There are a few days in school that kids all dread. First there's the very first day of school, as it's also the very end of summer. Then there's report card day, which for many is when their parents learn how much they've been slacking off.

Finally there was today, Parent Teacher Conference day.

Not that all parents came over to see the kids. In fact, a lot of the good students didn't have to worry, as their parents trusted them enough. Mostly it was the kids with a history of bad behavior, or with grades that were truly suffering.

For the Lyoko 6, that meant pretty much all of them.

Of course Fluttershy was exempt, as she didn't have any real parents, and with the excuse that she was an orphan, it wasn't expected for her to have anyone come on her behalf. Rarity was also exempt from this, as she surprisingly got really good grades in everything except for English.

The only reason why Twilight had anyone show up was because of the sudden change, and apparently her parents were worried. She was happy when she saw her big brother Shining Armor come instead. He was a tall young man with shoulder length blue hair, wearing a long blue trench coat, white suit shirt, blue pants, and black shoes. It looked like he had just come back from work, as he had his gun and badge with him.

Currently he was talking to Twilight's English teacher, Blank Scroll. He was a brilliant but somewhat lazy man with long black and white hair, currently wearing a purple dress shirt and light brown pants.

Said teacher yawned, “Honestly, this is my least favorite day of the year,” he complained, “I like to sleep in on weekends.”

“Um… about my Twilight's performance…?” Shining Armor said trying to urge Blank Scroll along. Twilight, sitting next to Shining Armor, giggled.

“Oh! Right. Well, to be honest, there's nothing really to report on,” Blank Scroll said, “I mean, she's still passing. She's just not getting as high grades as before.”

“You mean I'm not getting perfect As, right?” Twilight asked with a raised eyebrow.

“Twilie,” Shining Armor warned, Twilight just turned around and folded her arms, “As long as she's not failing, right?”

“Far from it,” Blank Scroll said with another yawn, “Actually, she's still getting As, the lowest she ever gets is a B, but she's still doing great. Me and her other teachers are just surprised as last year she got perfect scores in everything.”

“Well, to be honest, I'm not too worried about that,” Shining Armor said putting his arms around Twilight, “Maybe our parents are freaking out, but as long as she's passing, its fine.”

Blank Scroll nodded, looking like he was drifting to sleep. Twilight slapped the desk to get his attention.

“Hey!” Twilight called out.

“Huh?! What?! Oh, um...” Blank Scroll must have forgotten where he was, because he looked somewhat confused for a second, “We're done here,” he said, almost as if to dismiss Shining Armor. Shining Armor raised an eyebrow and then got up to leave. Twilight followed him, latching onto his arm lovingly. Needless to say, Blank Scroll fell back in his chair fast asleep.

“Thanks for coming,” Twilight said to her older brother.

“Ahh, it was nothing,” Shining Armor said, “Mom and Dad were concerned, but I had a feeling everything was okay.”

“Since I stopped getting one hundreds on every single exam, all of a sudden I'm in danger of failing, right?” Twilight groaned.

“Twilie, they're just shocked by the sudden change,” Shining Armor explained, “Up until a little over a year ago, you were the perfect student. Now all of a sudden you dropped out of all of yoru advanced classes? To them, its like their little girl became someone else.”

“What about you?” Twilight asked, a little afraid of the answer, “What do you think?”

“Me personally, I'm freaking happy as hell,” Shining Armor said pulling Twilight into a hug, “Contrary to how our parents feel, it's not natural for a kid to get perfect grades in elementary school, middle school, and high school. Besides, I was trying to get you to make friends for years.”

“You were,” Twilight said, “And well, I finally made some. Five in fact.”

“Speaking of,” Shining Armor said letting Twilight go, “I have a bit of time before I'm needed back at the station. I'd like to meet these friends of yours, especially this “Fluttershy” I've heard so much about.”

“Eep,” Twilight said blushing. She of course told Shining Armor about her now having a girlfriend. At first he was just happy to hear her dating, as she hadn't told him right away that she was a lesbian. When she said the name of her partner, Shining Armor almost had a heart attack.

Twilight sent a mass text to her friends telling anyone who was available to meet her in the park right in front of the school. When they stepped out, Twilight was pleased to see everyone sitting outside waiting for her. Pinkie Pie was talking animatedly to everyone else, a beautiful older woman sitting next to her. The woman had really long and straight purple hair, and wore purple eye shadow, dark red lip stick, a gray sweater, blue jeans, and black high heeled boots. It looked like she was introducing everyone to the woman, who had a seemingly bored expression on her face.

It was mainly Applejack, Rarity, and Fluttershy who were paying attention to Pinkie Pie, while Rainbow Dash was lying on a bench nearby resting.

When Pinkie Pie saw Twilight, she waved to her happily.

“Twilight! Get over here! I want you to meet someone!” Pinkie Pie called out. Funny, as Twilight wanted to introduce everyone to someone too. Twilight walked over to the group with her brother next to her.

“Maud, this is my other friend I told you about,” Pinkie Pie said, “She's the super duper smarty pants one. Her name is Twilight. Twilight, this is my big sister Maud.”

The woman, Maud, met eyes with Twilight and blinked so slowly it almost looked unnatural.

“Hello,” Maud said, almost monotonously. Twilight didn't know what to make of her.

“Um, hi,” Twilight said, “It's nice to meet you Maud. Pinkie Pie told us a lot about you.”

“Pinkie Pie tells me a lot about you guys too,” Maud said in the same monotonous manner, “Thank you for taking care of her.”

She almost didn't sound serious, or like she didn't care. Something told Twilight not to judge a book by its cover though.

“Trust me, she takes care of us just as much,” Twilight said, “Speaking of, everyone, I wanted to introduce you all to someone too.”

“What, is today “meet everyone's older siblings day” or somethin?” Applejack asked, “If so, Ah'd 've asked my older brother ta come by an' meet y'all too.”

“I don't have any siblings,” Rainbow Dash said, “Nor any family I care to introduce my friends to. So, who's this, Twilight?”

“Guys, this is Shining Armor,” Twilight said, “He's a Lieutenant for the Canterlot Police's Special Victims Unit. Shining Armor, this is Applejack, Rarity, Pinkie Pie, Rainbow Dash,” Twilight pulled Fluttershy over to her, “and this is Fluttershy.”

“H-hello,” Fluttershy said shyly. She got like this with everyone new.

“It's nice to meet all of you,” Shining Armor said, “Especially Applejack and Fluttershy. I hear you two were pivotal in changing my little sister into a normal teenager.”

“Shining Armor...” Twilight groaned.

Applejack rubbed the bridge of her nose smiling proudly, “All in a days work.”

“You do realize you are devil on Twilight's shoulder, right?” Rarity asked. Huh, Twilight noticed she was wearing a darker shade of lipstick than usual.

“I'm… happy to be important… to Twilight,” Fluttershy said softly, “She's my special friend… and I love her...”

“I'm happy to hear that,” Shining Armor said putting a hand on Fluttershy's shoulder, “You take care of my sister, okay?”

“I will,” Fluttershy said holding Twilight hand lovingly, “I'll protect her always.”

Shining Armor then turned to Maud, “Oh, and it's good to see you again, Maud.”

“Yeah, it is,” Maud said. Was she even remotely interested in this conversation anymore, or was she just here to be nice?

“Wait, you two know each other?” Twilight asked.

“Maud worked with us once on a case,” Shining Armor said, “She was able to identify the minerals on a body we found, which helped us find not only the murder weapon, but the killer as well.”

“So Shining Armor was the officer you spoke to?” Pinkie Pie asked. Maud's only answer was a single, slow nod, “That's so cool! Twilight, this means we were meant to be friends from the beginning!” she gasped, “Maybe she and Shining Armor could get married one day, and then we'll be sister in laws! This has to happen! It has to!”

“Whoa, whoa! Slow down,” Shining Armor said, “Not that I wouldn't be interested normally, but I'm already engaged,” he showed everyone his wedding band.

“He's not my type anyway,” Maud said, “He's too much of a stick in the mud for my tastes.”

Everyone briefly turned to Maud with raised eyebrows, probably all thinking of the irony of that sentence.

“Yeah, I can see that, I guess,” Pinkie Pie said, “You're pretty wild. Remember that time at the pizza shop?”

“Pinkie, we agreed to never bring up the pizza shop again,” Maud said, in the same drone like manner as always. Seriously, did these two live in another dimension or something? Were they seeing things no one else could?

Rainbow Dash sat up and groaned, “Speaking of sticks in the mud.”

Everyone turned to see a really serious looking man with short red hair wearing a blue suit walk to the school carrying a briefcase. When he saw the group, he gave a disapproving glare before walking up to them.

“Well, this is where you were,” the man said, “Slacking off like always?”

“Well hi to you too, Dad,” Rainbow Dash spat.

“This is yer dad?” Applejack asked.

“Yep, can't you see the resemblance?” Dash said sarcastically.

“Watch your tone, young lady,” Dash's father said before turning to Shining Armor, “It's good to see you again, Lieutenant.”

“Likewise, Blitz,” Shining Armor said, not as enthusiastically as with Maud.

“Dash, we need to go talk with your teachers,” Blitz said seriously.

“Go by yourself,” Dash said, “You don't need me. Besides, the teachers are going to say the same shit to you anyway whether or not I'm actually there.”

“I said watch your tone,” Blitz said.

“Or what? You gonna punish me? I don't live with you and Mom anymore, remember? What I do and how I talk is my business.”

“You're still a child, my child at that, so what you do is my business.”

“Like when you shipped me all the way out here just so you wouldn't have to deal with a spoiled brat like me?!”

“I sent you here because it's the best school in the city, something that you seem intent on wasting!”

“Please! You only sent me here so you wouldn't have to look at your failure of a daughter! Which is why I'm leaving right now!” Dash turned around and walked away.

“Rainbow Dash, come back here this instant!” Blitz ordered.

“Piss off!” Dash said, “I'll be in my room whenever you're done complaining to my teachers about me!”

With that she was gone. Everyone was shocked by that development.

“Um… Maud, why don't we go to the Rec Room?” Pinkie Pie said awkwardly.

“Sure,” Maud said, actually sounding a little awkward herself, despite being just as drone as ever. Blitz huffed to himself and stormed off, muttering something about “that girl” or something like that.

“What happened?” Fluttershy asked.

“I don't know,” Twilight said, “Shining Armor, do you mind if I head off to check on Dash?”

“Not at all,” Shining Armor said, “I need to head off to the station anyway.”

“Alright,” Twilight hugged Shining Armor, “See you later, BBBFF.”

“Take care, Twilie,” Shining Armor said. As he walked off, everyone turned to Twilight.

“BBBFF?” Rarity asked.

“Big Brother Best Friend Forever,” Twilight said as if it were obvious, “Come on. Let's go find Dash.”

Rainbow Dash went right to her and Pinkie Pie's room and lied down on her bed. She knew that he was coming, but that didn't make it any better. There was no way she could prepare for her father's visit.

He was never proud of her, no matter what she did. Whenever she did something good, he found some reason to look down on it. Unless she was doing something he wanted he didn't care, and even then unless it was done exactly like he would do it she failed.

Her father made it perfectly clear that he wanted a boy. Trying to live up to his expectations, she ended up slowly becoming more of a tomboy, but even that wasn't enough to please him. She became tougher so that he'd look at her and be proud, and even that wasn't enough.

So in the end, she just stopped giving a shit.

“Goddamn it...” Rainbow Dash sighed, “Today was going to be a good day too.”

Her door opened, and she was greeted by Twilight, Applejack, Fluttershy, and Rarity. Pinkie Pie probably stayed with her sister, which she understood. Pinkie Pie could make her smile any other time, but when it came to her father, even Pinkie Pie knew to leave her alone.

“Dash, are you okay?” Twilight asked.

“What does it look like?” Dash asked turning away, “Don't worry. We're always like that.”

“Ah think that's reason right there ta worry,” Applejack said folding her arms.

“You and father don't get along?” Rarity asked.

“Never have,” Dash sighed, “He wanted a boy, but you know how that turned out. First day alive and I already disappointed my father.”

“Oh Rainbow Dash...” Fluttershy said sadly.

“What about your mom?” Twilight asked.

“What about my mom?” Dash asked harshly, “She's a pushover who always takes his side.”

“Why is he so harsh on you?” Rarity asked.

“Like I said, he wanted a boy,” Dash said, “He's in the military, just like his father, and his father, and so on…”

“Ah see,” Applejack said, “Tryin ta keep the tradition goin?”

Dash nodded turning on her side.

“It's okay, Dash,” Fluttershy said, “We know how dedicated you are.”

“Yeah, these days you've been a real trooper in Lyoko, so much that Applejack made you second in command,” Twilight added.

“If you want to join military, you'll make it in despite gender, and make father proud in no time,” Rarity said.

“You don't get it guys,” Dash tensed up on the bed, hiding her tears as much as she could, “I don't want to join the military.”

Everyone got silent, clearly surprised to hear that.

“Dash...” Twilight said.

“What? Surprised that there's something I'm afraid of?” Dash asked, “He took me to the boot camp to get me in shape on my tenth birthday, and I ended up running out of the camp in tears. You can imagine how that went over with my dad.

“I tried to become tougher for him, so he wouldn't look down on me anymore, but nothing I did could change his mind about me. From that day on, I was just his big failure.”

“You shouldn't be ashamed of your fear,” Rarity said sitting Rainbow Dash up and embracing her, “We know how courageous you are.”

“Yeah, too bad my one accolade in the world is something I can't even share with him,” Dash said, “Guys, could I have some time alone? My dad's probably going to come storming in here in a bit, and I don't want you guys to catch hell from him. He hates my friends.”

“Even Pinkie Pie?” Applejack asked.

“Especially Pinkie Pie,” Dash pouted, “Why do you think she's not here? He says she's the reason my grades are always so poor and why I'm so soft. Last year he even made her cry,” Dash frowned as a flashback of Pinkie Pie lying on her bed in tears came to her, “No one makes Pinkie Pie cry.”

“If you need anything, you have our phone numbers,” Fluttershy said, suddenly remembering something, “Right! Twilight got me a cellphone so I can keep in touch with everyone. Um… I know you're not in a good mood, but...”

“Nah, it's okay,” Rainbow Dash said taking the yellow phone. She put her number in, and then called her phone with it.

“Oh thank you Dash!” Fluttershy said happily before hugging her, “Everything will turn out for the better, you'll see.”

“Yeah, I hope so,” Dash said. Once her friends left, she lied back on her bed, bracing herself for the visit she knew was coming.

“Pinkie, talk to me,” Maud said in her usual monotonous way, “This is your favorite video game… and you haven't played it hardly at all...”

“Oh, I'm not feeling it right now,” Pinkie Pie sighed, “If you want, you can take a turn.”

“I have more fun watching you play...” Maud said leaning into Pinkie Pie lovingly, “What's the matter, little sis?”

“Oh Maud,” Pinkie Pie turned to Maud sadly, “That man in the suit was Dashie's father.”

“You mean the one who upset you last year?” Maud said, still just as slowly, but her eyes narrowed dangerously.

“Yeah,” Pinkie Pie said, suddenly realizing what Maud was thinking, “But that's not what has me down! Seriously, I'm not even upset about that anymore!”

Maud took a deep breath, and whatever took hold of her left.

“Okay...” Maud said, “So why are you depressed?”

“It's just, he's always talking about how much of a disappointment Dashie is, but I know her. I was really scared when I came here because I didn't have you protecting me, but Dashie looked out for me. She's really strong, and super brave,” Pinkie Pie looked down, “I wish he'd stop saying such mean things to her.”

“Pinkie Pie...” Maud embraced Pinkie Pie, “You're too good of a person sometimes...”

Though she said that, Pinkie Pie knew that Maud loved that about her. Maud was very different than Pinkie Pie. She wasn't nearly as warmhearted as Pinkie Pie, but was very protective of her. Maud said that the happiest day of her life was when Pinkie Pie was born and she smiled at her. Pinkie Pie had no idea what kind of person Maud was before she was born, but Maud never really spoke about herself very highly.

“I'm going to get some water,” Pinkie Pie said getting up, “Do you want anything from the vending machine?”

“Not really,” Maud said, “I'll wait for you here.”

Pinkie Pie nodded and walked out of the rec room. Maud watched her leave, and then closed her eyes sitting back in the couch. She really hated when people hurt Pinkie Pie. She was so sweet, the complete opposite of Maud.

She began repeating her inner mantras to calm down, completely unaware of the XANA symbol that appeared on the TV screen. A black mist came out of the TV and flowed over to Maud, actually going into her.

“AHHH!!!!!” Maud screamed before going limb. She then stood up, as if possessed.

Pinkie Pie had just finished her water and turned back to the rec room, where she saw Maud walking out.

“Maud? Changed your mind?” Pinkie Pie asked. Maud turned to Pinkie Pie, glared at her, and ran over to her at high speed. She knocked Pinkie Pie down and stood over her holding her arms down.

“Maud! What are you doing?!” Pinkie Pie screamed, “You're hurting me! Maud!” Pinkie Pie looked at Maud's enraged face, noticing her irises changed shape, becoming XANA symbols, “XANA?! What did you do to my sister?!”

Pinkie Pie kicked Maud off her and ran off, but Maud took off after her.

“Help me!!!” Pinkie Pie cried, “Dashie!!! Please help me!!!” Maud appeared right in front of her, making Pinkie Pie fall back, “DASHIE!!!!” Pinkie Pie screamed as Maud's hands charged up with electricity. She was shot with the electric blast, and everything went black.

When Pinkie Pie came too, she noticed she wasn't in the school anymore. She was in some sort of large drain it seemed. She tried to move, but couldn't. A black belt was wrapped around her waist and arms, and her wrists were tied behind her back. Her knees and ankles were bound by the same sort of belt, and the belt around her ankles had a gray chain hooked to the ground next to the stopped up drain. She also had a black band wrapped over her mouth gagging her.

She panicked and began struggling to get free, but to no avail. They were too tight. She screamed as loudly as she could, and noticed someone standing over her. She looked up and saw Maud standing over the barred opening. Sadly, she still had the same enraged look on her face. Pinkie Pie shrunk back when she saw that, and trembled when she saw her walk off.

What's going on?

Is XANA going to just leave me here?

She got her answer when she saw water start falling into where she was. She began struggling again to get free, but once again saw that her situation was hopeless. Her phone was right next to her, and it buzzed with a text message.

Enjoy your swim, Pinkie Pie.

Her phone sparked, and then went dead. It wasn't destroyed, but that didn't matter anyway. It was too far away, and she couldn't use it anyway.

She broke down crying helplessly. She was going to die, and she had no way of letting the others know where she was.

Oh Dashie… please find me…

After the finished checking on Rainbow Dash, Twilight and Fluttershy went to the latter's room to enjoy some private time together. At first they were just going to cuddle, but that eventually evolved to kissing.

Currently, Twilight was lying on Fluttershy's bed as her girlfriend pinned her down. While they made out, Twilight's laptop made an alarm sound.

“Seriously XANA?” Twilight groaned as Fluttershy reluctantly released her beloved. She still continued to embrace Twilight from behind as she opened her laptop to check the super scan.

TOWER ACTIVATED

LOCATION: DESERT SECTOR

41 LAT, 8 LONG

“We need to intercept XANA quickly,” Twilight said, “I'll call the others and tell them to come to the factory. Let's get going.”

Fluttershy nodded and ran after Twilight, as she ran out of the school to the factory.

“Dah,” Rarity said to Twilight on her phone, “We'll get Pinkie Pie and Dash and meet you at factory.”

She and Applejack ran into the school halls, where they saw Dash walking around searching frantically for someone. She pulled out her cellphone and made a call, clearly agitated.

“Damn it, pick up,” Dash ordered, “You're phone's always on.”

“Dash!” Applejack called out as she and Rarity ran over to her, “Twilight jus' called. The super scan-”

“Just found an activated tower on Lyoko, I know,” Dash cut her off, “I'm trying to call Pinkie Pie right now, but she's not picking up. Her phone just keeps going right to her answering machine.”

Rarity tried calling Pinkie Pie.

“Hi hi! This is Pinkie Pie. So sorry I missed your call. If you leave your name and number with a quick message I'll get back to you soon, you sexy devil. Laters!”

“Odd,” Rarity said, “Pinkie Pie never turns off phone.”

“Rainbow Dash!” Blitz called out from across the hall. Dash rolled her eyes and turned to her father.

“What?”

“I've arranged a meeting with us and your principal,” Blitz said, “We need to talk about your future in this school.”

“It'll have to wait,” Dash said, “I've got something to do.”

She was about to walk off, but her father grabbed her arm.

“Don't walk away from me, young lady! This unruly attitude of yours is the reason your grades are so poor!”

“First of all, I'm still getting Cs at least,” Dash said, “Second of all, let go of my fucking arm right now!”

“We're going to the principal's office! I'm not taking no for an answer this time!” Blitz ordered.

“I said that I'm busy!” Dash shouted.

“Busy with what? Playing video games with your friends?! Going to play with your slacker, pink haired friend?!”

Dash pulled her arm free of her father's grip and turned to him, “Don't you dare say that about Pinkie Pie! You don't know anything about her!”

“I know what I need to know! She's a silly girl obsessed with video games and those Japanese cartoons, the last person you need to be seeing right now!”

This was getting really out of hand. At this rate they weren't going to get to the factory in time. XANA's tower hadn't done anything as far as they knew, but that could change easily.

“Dash,” Applejack said putting her hand on Dash's shoulder, “It's fine. We'll head ta the you-know-where. Keep callin Pinkie Pie an' meet us when yer done.”

“Hopefully two of us will be enough,” Rarity said, taking Applejack's hand to emphasize her point. Dash clearly looked aggravated, but she relented.

“Fine,” Dash spat glaring at her father, “Let's make this quick. I don't want to keep my friends waiting.”

With that, Dash pushed past her father and walked in the direction of the principal's office. Blitz frowned and followed her, leaving Rarity and Applejack alone.

“We'll keep callin Pinkie Pie on the way,” Applejack said, “Let's go.”

The two girls ran to the secret passage way, Applejack pulling out her phone to call Pinkie Pie. The fact that her phone was still off was making both of them really tense.

The water was now covering the floor completely, and was beginning to rise. As this point, Pinkie Pie began pulling at the chain connecting her to the ground, hoping that she could make it give with enough effort. After about three minutes of that, she gave that up and screamed as loudly as she could while gagged, which she knew wasn't very loud.

The only one who could hear her was Maud, who was still being possessed by XANA. She couldn't hold in her tears as the water rose up slowly around her.

“Come on… pick up Pinkie Pie...” Twilight groaned pacing around while Fluttershy checked the super computer for any disturbances in Canterlot.

“I'm not seeing anything weird,” Fluttershy said, “Whatever that tower was made to do, I don't see it.”

“Think it could be another trap?” Twilight asked. Fluttershy shook her head not looking away from the computer.

“I already checked the scanner. Nothing is wrong in that area. He's not trying to lure us into Lyoko.”

“But its been too long for that tower to not do anything,” Twilight said thoughtfully, “Let's contact Eos. See what she thinks.”

Fluttershy opened up their shared email on the super computer and composed a message to Eos. Normally Eos would have answered right away, but this time it took a minute or two.

Dear Twilight and Fluttershy,

Sorry I couldn't get to you right away.

That is very odd. You're right. By now the tower would have shown what its doing, unless it's doing something extremely precise. I'm going to send you a program with this email that will allow you to identify an entity called a 'specter'. From what you're describing to me, it sounds like you might be dealing with one.

A specter, as I know you're wondering, is the result of one of XANA's monsters possessing a human being. When this happens, the person becomes an invulnerable mix between a human and a hologram. They can't be saved, nor can the specter be defeated until the tower is deactivated. Even using Return to the Past would bring the specter with you. Your only hope is to deactivate the tower.

You must also find the specter though. If XANA needed to make one, you can be sure that he wants to do something very important. If you don't find it soon, I can assure you that someone will die, and that person must be important if he's using a specter.

I'll be busy for the next few minutes sadly, but I'll contact you when I'm done. I wish I could be of more use, really I do, but XANA's timing is horrible for me as well. Good luck until I get to you.

Your friend,
Eos

“A specter?” Twilight asked as the elevator opened up behind them.

“I've never heard of one of those before,” Fluttershy asked, “I didn't know XANA could send his monsters into the real world like that?”

“Like what?” Applejack asked as she and Rarity walked in.

“According to Eos, we might be dealing with one of XANA's minions in the real world possessing a human being. She called this a specter,” Twilight explained.

“What do we do?” Rarity asked.

“The three of you need to go into Lyoko,” Twilight said switching places with Fluttershy, “I'll send you as close to the tower as I can. While you make your way to the tower, I'll search for the specter and get Dash and Pinkie Pie to go after it.”

“Roger,” Applejack said, “Let's get goin team.”

The three of them ran to the elevator while Twilight got the transfer system started up. Once she got a text from Applejack, she got to work.

“Transfer Applejack!” Twilight said, closing her scanner once she walked inside.

“Transfer Rarity!” Twilight said, closing her scanner once she was inside.

“Transfer Fluttershy!” Twilight said as Fluttershy stepped into her scanner, closing it immediately afterwards.

“Scanner Applejack!” Twilight continued, matching Applejack with her avatar.

“Scanner Rarity!” Twilight said, matching Rarity to her avatar.

“Scanner Fluttershy!” Twilight said, now matching Fluttershy with the information of her previous form, “Virtualization!”

Twilight pressed the enter key, and all three of them vanished from the real world, being sent into Lyoko.

In the Desert Sector, Applejack, Rarity, and Fluttershy took form and then fell to the ground. They saw the activated tower ahead of them, three krabs pacing around defending it. The only way to it was a narrow pathway suspended over the Digital Sea.

“Twilight, we see tower,” Rarity said.

“Good. I'm not seeing the scyphozoa anywhere at the moment, but try to hurry this up before it comes,” Twilight said. They had run into the scyphozoa a few times in their previous missions on Lyoko, both inside Sector 5 and in the outer sectors. Each time, it always went after Rarity, uploading that strange data into her that no one could identify.

“We'll end this quickly,” Applejack said, “Jus' find that specter before someone dies.”

“Leave it to me,” Twilight said. Applejack nodded to Rarity and Fluttershy, and the three of them ran toward the tower.

As they ran, three hornets flew up from under the path and flew in front of them. They fired right in front of their feet stopping them. Applejack pulled out her shotgun and fired at the hornet in the center, but it flew out of the way.

The other two targeted Fluttershy and fired at her, but Rarity stood in her way and blocked with her sword. She then charged up her sword and launched her sword beam at the two hornets killing them.

Applejack finally got a clean shot at the remaining hornet killing it.

“Come on y'all! We gotta keep movin!” Applejack ordered. They ran a little bit more on the somewhat narrow pathway before them, but saw two of the krabs walking up to meet them. The krabs fired right at Fluttershy, but Applejack jumped in the way taking the shot for Fluttershy.

Applejack: 60 HP

“Applejack!” Fluttershy cried out. Rarity ran forward slashing as the legs of one of the krabs knocking it down. Once its head was lowered, Applejack shot at the symbol with her shotgun killing it. The second krab fired whacked Rarity back with its leg and fired at Fluttershy again, who this time managed to run out of the way.

Rarity: 80 HP

Applejack whacked the krab in the legs knocking it down and rolled out of the way as Rarity fired her sword beam at the krab slicing through it.

“AJ, are you okay?” Rarity asked.

“Yeah Rares, Ah'm fine,” Applejack said, “But this feels weird, don't it?”

“It does,” Fluttershy said, “Those krabs were all the way down there, but they came over here.”

Rarity turned back to the tower and saw four kankrelats walking up to them.

“More coming!” Rarity called out. Applejack ran forward, got on one knee, and began firing at the kankrelats.

“Rares, protect Fluttershy!” Applejack said, “XANA's targetin her more for some reason!”

“Dah!” Rarity said standing in front of Fluttershy defending her while Applejack continued to fire at the kankrelats.

On Twilight's screen, she saw another wave of monsters forming behind the four kankrelats that Applejack was firing at. This entire attack was weird. XANA had tried multiple tactics over the months, but this one was really odd.

Still, she had a job to do, so she pulled up the program Eos gave her and got to work searching for the specter. At the same time she pulled up the phone app and called Pinkie Pie again.

“Hi hi! This is Pinkie Pie. So sorry I missed your call. If you leave your name and number with a quick message I'll get back to you soon, you sexy devil. Laters!”

“Goddamn it Pinkie Pie!” Twilight shouted, “This is not the time to disappear on us!”

The water was now about up to Pinkie Pie's chest now. She had been struggling so much that by now she had just given up. She pulled at her bindings again, this time in frustration and fear. It wouldn't be long now until the water was higher up, and since she was stuck she wouldn't be able to rise up with the water.

Dashie…

Help me Dashie…

“That's… a difficult request sir,” Celestia said to Blitz. He and Dash were sitting right in front of her, neither one looking happy, but Dash looked anxious, and impatient about something.

“What do you mean?” Blitz asked, “You're the principal, aren't you?”

“Well yes, I am,” Celestia said, “But its late into the school year now. Changing rooms at this stage is-”

Blitz slammed his hands on Celestia's desk, “Rainbow Dash doesn't need a roommate! All that Pinkie Pie is doing is distracting her!”

Celestia took a deep breath before speaking, “Blitz, please sit down. There isn't a need for so much energy,” once he sat back down, Celestia turned to Dash, “Are you okay, sweetie?”

“Can we just hurry this up?!” Dash asked, “My friends need me, and I still can't reach Pinkie Pie.”

“We'll take as long as we need to,” Blitz said harshly, “Please excuse my daughter's tone. She's like this even at home. I had hoped her coming here would improve that attitude of hers, but-”

“Actually, sir, that's one reason why moving her would be difficult,” Celestia cut him off, “Dash has actually been a great influence on Pinkie Pie. You see, when Pinkie Pie first came to this school a few years ago, she was really timid and depressed. Rainbow Dash here helped her come out of her shell, and now-”

“Yes yes, that's all well and good, but what about her?” Blitz said, “Her grades are still suffering horribly.”

“With all due respect, her grades have seen a massive improvement since-”

“Well why am I not seeing As yet?” Blitz asked, “Every child in my family has been absolutely perfect. I got perfect As, so did my father, and his father, and so on. If she didn't have that leech of a roommate-”

“Call Pinkie Pie a name one more time and see what happens,” Dash said darkly.

“Dash, tone,” Blitz ordered.

“Fuck you and your order,” Dash sat up and glared at her father, “Call Pinkie Pie anything except her name and I swear, I will-”

“Dash, that's enough,” Celestia said, softly yet sternly, “Please calm down. Losing your temper isn't going to do any good.”

Dash sat back in her seat folding her arms.

“As for you Blitz,” Celestia glared at him, “I must agree with Dash here. Pinkie Pie is a joy to have in my school, and one of my favorite students to work with, so I must also insist that you watch what you say about my students in my presence. Am I clear, Rainbow Blitz?”

“Yes, Principal Celestia,” Blitz said sitting down in his seat, looking a lot like Dash at the moment, “I apologize.”

Twilight picked up on the signal of the specter, and homed in on it. Using a military satellite she was able to get an actual image of the location. It was an old abandoned mansion that had as many rumors about it as the factory. It was known as the Everfree Mansion.

Next to it near a barred drain was Maud. She was pacing around, and it looked like the faucet nearby was on, as water was flooding the drain.

“Okay, that's not suspicious at all,” Twilight said sarcastically. Using the satellite she zoomed in to see what was in that drain. When she saw who was tied up, now floating in water that came up to her chest and chained to the floor, Twilight almost had a heart attack.

“Oh no...” Twilight said, “No no no no no no no!” she panicked and pulled up the phone app, “I have to warn Dash!”

Dash's cellphone chimed as she received a text message. She pulled it out secretly to read it.

Pinkie Pie is in trouble! Whatever you are doing, stop it now and get to the Everfree Mansion FAST!

Twilight Sparkle

Dash didn't need to think about it. She got up and made her way to the door.

“Where are you going young lady?!” Blitz asked harshly.

“Remember those friends that I said needed me?” Dash asked, “One of them is in serious danger right now.”

“Then call the police or something. We're having an important conversation right now-”

“No! You're having an important conversation right now! All I'm doing is sitting here wasting my time while you badmouth my best friend! I'm going now, whether you want me to or not!”

With that, Dash stormed out of the room and slammed the door shut.

“Damn that girl,” Blitz said with a sigh, “This is the exact reason what I was talking about. She's valuing her friends over her future in this school.”

“Actually sir, I'm rather proud of her right now,” Celestia said, surprising Blitz.

“Excuse me?! Proud?!”

“And I think we're done here,” Celestia said, “I'm actually rather busy myself, so I'd appreciate it if you stopped wasting my time and left my office immediately.”

Blitz's face turned beet red in rage, but he stormed out of the office. Celestia sighed in relief and pulled out her laptop and earphone, opening the app on her computer.

Welcome Eos…

Twilight's phone app came up, showing random characters where the number would be. She knew exactly who that was.

“Eos!” Twilight cried out happily.

“Sorry I'm so late, Twilight. What did I miss?” Eos asked.

“Pinkie Pie was captured by the specter!” Twilight said, “XANA turned her sister Maud into a specter!”

“What about the others?” Eos asked.

“Rarity, Applejack, and Fluttershy are all in Lyoko right now, but their progress is slow,” Twilight explained, “There's only one path to the tower, and XANA keeps sending monsters in their way!”

“He's stalling,” Eos said, “Remember Twilight, if someone dies, they can't be brought back using Return to the Past.”

“Rainbow Dash should be on her way,” Twilight said, her eyes watering, “Eos, I'm...”

“Don't worry Twilight,” Eos said comfortingly, “Pinkie Pie will be saved, I promise.”

“Thanks Eos,” Twilight said, trying her hardest to not break down. XANA targeting her was bad enough, but now he was going after her friends. There would be time to cry about it later. Right now she had to help her friends.

She called Rainbow Dash, deciding to focus on the mission.

“Twilight, is that you?” Rainbow Dash asked as she ran.

“Yeah, how close are you to the Everfree Mansion?” Twilight asked.

“Pretty close. What am I looking for?”

“At the left side you'll see a drain being flooded with water. XANA turned Maud into something called a specter and is using it to try and drown Pinkie Pie.”

“Say no more!” Dash said, “I'm on my way!” she hung up and continued her journey to the mansion. Unknown to her, someone on a motorcycle saw her running. It looked to this person like Dash was in a hurry. Last time they saw something like this they ignored it.

Something told them that they shouldn't ignore this one.

Back in Lyoko, progress to the tower was slow. They were only about halfway there, as everytime they cleared a wave of monsters, another wave came up to them. It was only made harder with the fact that the monsters kept targeting Fluttershy, forcing either Applejack to have to take hits for her to keep her alive, or keeping Rarity on the defense preventing her from helping with offense.

With the news that Pinkie Pie was in serious danger too, XANA's plan made absolute sense.

“Alright, krab defeated,” Applejack said once the monster exploded.

“Move!” Rarity called out, grabbing Fluttershy's arm and moving on ahead. Applejack ran after them already pointing forward. Almost immediately though, they saw two tarantulas appear in front of them. One of them fired a single shot at Rarity knocking her far back.

Rarity: 50 HP

“Rarity!” Fluttershy cried out seeing her friend fly back. She gasped though when she saw the scyphozoa float up from below the platform, “Applejack! T-the scyphozoa is here!”

“What?!” Applejack cried out turning. She then saw the tarantulas hit target Fluttershy. She pulled her aside just in time, “Shoot! Twilight, the scyphozoa appeared!”

“I see!” Twilight said from the reap world, “You have to stop it!”

“Ah can't!” Applejack said pushing Fluttershy behind her, “If Ah do that, Fluttershy will-” she was cut off by Rarity's screams, “RARITY!!!”

Rarity squirmed and struggled as the scyphozoa wrapped its tentacles around her legs, arms, and body capturing her. Two more tentacles hovered right at her head, putting her in another odd trance as data continued being transferred into her.

Installation: 10%

Installation: 22%

Installation: 28%

“It's downloading that weird data into Rarity again!” Twilight said.

“Damn!” Applejack shouted. She was about to fire at the scyphozoa, but the tarantulas attacks caught her attention again, “Twilight! Ah can't hit the scyphozoa! If Ah do, Fluttershy's a sittin duck!”

“This is terrible!” Twilight said, holding her head in frustration, “XANA planned this too well! I… I don't know what to do!”

The data never took long to catch up to where it was before, so before long Twilight saw the progress back up to 50% and still growing. She looked back on the camera feed and saw that the water was now up to Pinkie Pie's neck, and she was struggling to keep her head up. It was beginning to really seem like XANA was going to win this one.

Even if by some chance they got Fluttershy to the tower, if Pinkie Pie died or the scyphozoa finished whatever it was attempting to do to Rarity…

Rainbow Dash arrived at the Everfree Mansion, where she immediately went to the side of the house. She saw the water filling up the drain and ran over to it, seeing Pinkie Pie inside.

“Pinkie Pie!” Dash called out. Pinkie Pie looked up and said something through the gag, probably “Dashie”.

“Don't worry, I'll get you out of there!” Dash said looking around at the bars, not seeing a way to loosen them, “Damn it! How the hell do I open this thing?!”

The motorcyclist ran up to the scene, still wearing their orange and black helmet. When they saw what Dash was doing, they immediately ran over to the side of the house picking up a nearby crowbar and began trying to help Dash.

Dash looked up at the person, confused by their sudden action, but not questioning it.

“Come on! Open damn it!” Dash shouted frantically. The cyclist looked behind Dash, and quickly pushed her out of the way as an electric strike almost hit her. They both looked to see Maud standing there with her arm out.

“I don't have time for this!” Dash said. She saw the cyclist stand up and crack their knuckles getting in a fighting stance, “Hey! Are you saying you'll keep her busy?” the cyclist nodded and ran over to Maud, throwing punches and kicks at the possessed woman, who matched the cyclist blow for blow.

Dash thought the cyclist was being reckless, but she shook it off and put her attention to Pinkie Pie, who's head was almost completely submerged in the water.

“Pinkie Pie, hang on!” Dash said picking up the crowbar, “I'm going to save you, I promise!”

The water rose higher than Pinkie Pie could float thanks to the chain, now completely submerging her. The panicked look on Pinkie's face matched the panic hitting Dash.

“No, no, NO!!!” Dash screamed, “This won't happen! I won't let you die! Pinkie Pie, please hang on!”

Installation: 54%

Installation: 61%

“Twilight, you need to pull yourself together,” Eos' voice said from her phone app.

“I don't know what I can do!” Twilight cried, “Even if we get Fluttershy to the tower… that won't...”

“Listen to me,” Eos said, “You haven't lost yet. First you need to do something about the scyphozoa. It would take too long to get rid of it, so there's only one other option.”

Twilight knew what Eos was talking about. She had thought about that, but it was a big risk. Still, they needed to save Rarity and fast.

“Applejack, can you hear me?” Twilight asked.

“Got a plan?” Applejack asked.

“You need… to devirtualize Rarity.”

“Twilight, ya sure?” Applejack asked.

“It's the only way. After she's been devirtualized, I'll send your Tera-Bike down,” Twilight said.

“Got it,” Applejack said pointing her shotgun at Rarity quickly firing at her and reloading. The shots hit Rarity point blank.

Rarity: 0 HP

As Rarity devirtualized, the scyphozoa flew away, realizing that its target was lost. Applejack breathed out in relief, but quickly had to put her attention back to the fight in front of her.

As the scanner opened up, Rarity was lying on the floor of her scanner barely conscious. She stirred a bit, realizing that she was in the real world and slammed her fist in frustration. Now Applejack had to defend Fluttershy alone.

All because she was helpless against the scyphozoa.

Twilight began working on preparing the Tera-Bike as Rarity came up to the computer room.

“Sorry, Twilight...” Rarity said ashamed, “Scyphozoa caught me off guard, and...”

“It's okay Rarity,” Twilight said, “There wasn't anything we could do. XANA's strategy is too good. For now though, head to the Everfree Mansion and help Dash. Pinkie Pie is running out of time.”

Rarity nodded and went back up the elevator.

Once outside, Rarity's phone chimed with a text message.

Through the sewers, take a left turn from the passage leading to the factory. There's a short cut that will lead you right to the mansion.

Eos

Rarity was a little unnerved with Eos knowing her number apparently, but she silently thanked Eos and followed her guidance. If she couldn't be useful on Lyoko, she could at least be useful in rescuing Pinkie Pie.

The cyclist managed to knock Maud down, but they were kicked back and hit with a blast of electricity, knocking them into the back wall.

Dash saw that, and then took another look at Pinkie Pie, who's eyes were beginning to roll to the back of her head.

“Pinkie Pie, don't give up yet!” Dash urged, “I promised I was going to save you! PINKIE PIE!!!”

Before she could get the crowbar into position, a blast of electricity shot her far away from where Pinkie Pie was. She sat up to see Maud pick up the crowbar and throw it away, and then walked over to Dash charging up her hands with electricity.

“XANA!” Dash seethed. If she didn't hate XANA before, she definitely hated him now. She got to her feet and charged at Maud, but she thrust her hand into Dash's stomach and shot a blast of electricity through her throwing her into the back wall.

Rarity came out through a hidden door and gasped at the scene. She looked down ans saw the crowbar that landed near her, and picked it up holding it like her sword on Lyoko.

“Alright XANA, let's go for round two!” Rarity said charging at Maud, slashing wildly with the crowbar. Maud dodged out of the way of all the attacks smirking the entire time.

Dash and the cyclist both ran over to the bars imprisoning Pinkie Pie. Thankfully the crowbar seemed to loosen the cage, but it was still on really tight.

I can't lose her!” Dash shouted pulling at the bars, “I promised I'd protect her no matter what!”

Now on her Tera-Bike, Applejack wasted no time plowing through anything that got in her way. When it was all three of them, the Tera-Bikes would have been too cumbersome to ride on such a narrow passageway, but now alone Applejack could ride confidently.

“Alright, we're almost at the tower!” Applejack said, “Jus' a little more!”

“Twilight, how are the others doing? Have they rescued Pinkie Pie yet?” Fluttershy asked.

“Not yet,” Twilight said, “And it looks like she's running out of time fast!”

“Well, Ah say once Ah get Fluttershy inta the tower, jus- launch a Return ta the-” she was cut off by a large red beam that shot at her Tera-Bike destroying it instantly and knocking Fluttershy and Applejack back. Applejack looked up and saw the last thing she needed to see blocking her pathway.

A freaking megatank…

“You have got ta be kiddin me!” Applejack said getting up, “How the hell am Ah supposed ta-”

The megatank fired, of course targeting Fluttershy, which forced Applejack to have to quickly push her out of the way. The sudden movement plus the large attack cause Fluttershy to lose her footing and slip.

“FLUTTERSHY!!!” Applejack screamed, watching Fluttershy almost fall into the Digital Sea. She managed to grab her arm just in time.

“Fluttershy, Ah'm sorry!” Applejack said, “Ah pushed too hard, an' now-”

“Applejack, it's fine!” Fluttershy said, “But you have to hurry and pull me up before the megatank-” she saw the megatank open up and charge up, “Applejack, look out!”

Applejack saw megatank about to fire, but a white beam shot at it knocking it back. Applejack looked and saw Twilight running up to the megatank charging up her energy blasts.

“Applejack, I'm here to help!” Twilight said. She stopped right in front of the megatank and got in a fighting stance.

Twilight VS Megatank

The megatank opened up and fired at her, but she elegantly flipped to the side and fired a white dart at its eye, making it role back. She sauntered up to the megatank, held her right hand out to her side charging it up, and then her left hand doing the same. She then held them both above her head firing a large white beam at the megatank pushing it back. At the same time, Applejack managed to pulled Fluttershy up.

“Fluttershy, go now, hurry!” Twilight commanded. Fluttershy nodded and ran past the megatank through the small window Twilight managed to open. Applejack fired at the megatank to get its attention while Twilight ran after Fluttershy just in case the tank tried anything. The megatank tried once again to hit Fluttershy, but Twilight stood in its way taking the attack. Applejack wasn't able to put up her defense in time and took the attack as well.

Applejack: 0 HP

Twilight: 0 HP

Thankfully, Fluttershy managed to faze into the tower right as her friends devirtualized.

Fluttershy ran right to the center of the tower, and allowed herself to be lifted to the upper platform. She elegantly landed and calmly walked over to the control panel.

Rainbow Dash and the cyclist managed to open the bars, and Dash wasted no time jumping into the water to set Pinkie Pie free. She hit another snag though when she saw the chain connecting her to the floor was locked in place. Instead she began pulling at the black straps.

The cyclist threw off their helmet and jumped in after Dash helping. Dash didn't get a good look at the cyclist, but she did notice that they had really long red and yellow hair.

Fluttershy frantically typed on the holographic keyboard, breaking through the tower's security. After a few tense seconds, the holographic touch screen appeared.

Maud shot Rarity back into a wall knocking her out, and the walked over to the pool, charging up her hands with electricity. She pointed them at the water and prepared to-

Fluttershy placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy said in relief looking down into the abyss as the coding on the walls vanished into the darkness. Mission accomplished.

At least, she hoped.

Maud's face went blank, and she fazed in and out like static for a split second. Black mist came out of her and she fell down unconscious. The cyclist came out of the water, picked up the crowbar, and jumped back in, immediately using it to break the chain.

Dash swam out, bringing Pinkie Pie with her. She wanted to untie her, but she needed to at least make sure she was still alive.

Dash put Pinkie Pie on the ground, removed the gag, and began pumping her chest and doing mouth to mouth. It took a second, but eventually Pinkie Pie coughed up the water.

“Pinkie Pie!” Dash cried out in relief. Rarity managed to get up and ran over to them to undo the bindings.

“Dashie…?” Pinkie Pie asked softly.

“I was so worried!” Dash said embracing her best friend, “For a second, I didn't think we'd make it in time!”

“I knew you'd save me Dashie,” Pinkie Pie said slowly wrapping her arms around Dash, “I called out to you the whole time, so I knew you'd reach me.”

“Well, I couldn't have done it without that person in the black,” Dash said looking up to see the person walking off holding their helmet, “Hey!”

The cyclist stopped, not turning to them. Dash let go of Pinkie Pie and walked over to the cyclist.

“Um, thanks for your help, uh...”

“Don't worry about it,” the cyclist said, not turning around but Dash could now tell they were a girl, “I was just in the neighborhood and figured I'd lend a hand.”

“Listen, about what you might have seen,” Dash said awkwardly.

“What are you talking about?” she said, “I didn't see anything.”

The cyclist walked off waving to them. Rarity helped Pinkie Pie up and walked over to Dash.

“Is it safe to let her go?” Rarity asked.

“Somehow, I think it'll be fine,” Dash said, “Something about her seemed like us a bit.”

“Ugh...” everyone turned to see Maud slowly sitting up, “How did I get out here…?

“MAUD!!!” Pinkie Pie embraced her older sister, who looked really surprised when she saw the state she was in.

“Pinkie Pie, are you okay?” Maud asked, oddly now sounding really concerned, “Why are you soaked? Did something happen?”

“I'm fine,” Pinkie Pie said, smiling through her tears, “Everything is fine now.”

After coming up with an excuse to appease Maud, the gang saw her off and returned to Rainbow Dash and Pinkie Pie's room. Pinkie Pie wasted no time getting out of those wet clothes and was now in her pink robe drying her hair.

“I'm really glad that's over with,” Fluttershy said.

“Seriously, that was too close!” Pinkie Pie said, already back to her usual self, “I didn't know XANA could possess people like that!”

“Was that XANA?” Applejack asked, “Ya know, like really XANA?”

“I don't think so,” Twilight said, “I've had the most contact with XANA directly, so I know his mannerisms. He's more of a megalomaniac than what you described. Based on what Eos shared with me, I think we were dealing with one of his monsters brought over from Lyoko.”

“Yeah, I'd recognize XANA too if I saw him,” Dash said, “I didn't see any of that smugness of his.”

“Still, we can't let our guards down,” Rarity said, “XANA has new way of getting to us now. He'll do that again, I'm sure.”

“Well, next time I'll be ready,” Pinkie Pie said, “He won't get the drop on me like that again.”

“Are you sure you're okay?” Applejack asked, “That had ta be really traumatic, ya know.”

“Well, the almost dying part was really scary,” Pinkie Pie admitted, “But I didn't really mind being tied up.”

Everyone turned to Pinkie Pie with their trademark “WTF” expressions.

“You… didn't?” Rarity asked.

“Nope. In fact, I wouldn't mind it if XANA did that again, you know, this time without the whole drowning part.”

With that Pinkie Pie walked out of the room to the showers, leaving her friends absolutely perplexed. It was Twilight who eventually broke the silence.

“Even after almost dying… she's still Pinkie Pie,” Twilight said.

“In other news, how did things go with your Dad?” Applejack asked Dash.

“Yes, I heard that he was giving you trouble,” Fluttershy said, “Is everything okay?”

“I'm still here, right?” Dash asked, “I talked to Principal Celestia before we came here, and she told me that she isn't changing my room or letting my Dad take me out of the school.”

“Would he really try that?” Twilight asked, a little worried.

“If he thought it was “best for me” then yeah, but I doubt it'll ever come to that. This is the best school in Canterlot. As long as I don't start failing, I'll be fine,” Dash gave them a smirk and thumbs up, “You're not getting rid of me that easily.”

“Good,” Twilight said, everyone breathing out in relief, “You're seriously important to our team.”

“Damn right,” Dash said looking out her window, “Besides, XANA just messed up. As of today, he's officially on my shit list,” she said slamming her fist into her palm and gritting her teeth. Even though Pinkie Pie was okay now, Dash was still going to make XANA pay for hurting her.

She didn't have to feel bad about beating up a computer virus.

Dear Eos,

Thanks to you, we were able to save Pinkie Pie. I'm really happy you were there to keep me calm. I don't know what I'd do without your support.

This attack scared me even more than the other ones. It's bad enough that XANA wants me dead, but to go to such great lengths to try and kill my friends? Eos, even typing this email I'm trembling, and I feel like I'm going to break down any second.

I wish we could meet in person, so you could comfort me directly. I know that this is the best we can do, and I appreciate it, but sometimes I do find myself wondering who you really are.

How did you handle it, fighting XANA? Was this why you shut down the computer like you did. Honestly, I can understand you so much better now. We'll defeat XANA, right?

Sincerely,
Twilight Sparkle

Ending Theme: Can't Fight The Moonlight

14: Betrayal

Theme Song: A World Without Danger

14: Betrayal

Deep in the Ice Sector of Lyoko, the red electricity of XANA traveled through the wires to a hidden tower. This one XANA decided to save for this particular operation. Once XANA's energy reached the tower, it activated turning red.

The time is now! While she's not looking, begin!

XANA's order was received. A black mist came out of a computer inside a military base and went into one of the soldiers guarding the door, turning him into a specter. The man walked forward into the lab and puled out his gun, shooting at the scientist and other soldiers killing them.

“Johnson! What are you- AUGH!!!” the commanding officer screamed as his friend shot him in the head. Once everyone was dead, Johnson walked over to the door and locked it.

He then walked over to the control panel and pulled in the information of a military satellite.

Good. Switch control to the tower, and send all the information to me. We'll use this tower to control it.

Johnson nodded, and placed his hand on the computer screen. He screamed as dark red electricity engulfed him, killing him. With that job done, XANA connected himself to the satellite's main control room. Now all he had to do was wait. Once Twilight's computer was done running maintenance, the super scan would alert her of the tower's location.

He'd strike then.

Twilight hated having to do this, but every computer needed maintenance. That included really powerful computers like hers and the super computer. It wouldn't need this again for another twenty years according to Eos, but Twilight still felt uncomfortable doing this.

She also hated knowing what it meant for Fluttershy.

“Are you sure she'll be okay?” Twilight said to Eos on her phone. Fluttershy was lying on her bed sleeping soundly.

“The computer isn't off, it's just on stand-by,” Eos said, “As Fluttershy is a part of the main programming of the super computer, she needed to be put to sleep as well. Don't worry, once the maintenance is done, she'll turn back on.”

“What about XANA?” Twilight asked, “Is he turned off?”

“That… I don't know...” Eos said reluctantly, “As the computer didn't turn off XANA might still be active. It is true that this is risky, but it can't be avoided. You've taken precautions, correct?”

“I have,” Twilight said, “My vice-principal is using her day off to watch the computer while its working, and we decided to take turns cutting classes to watch Fluttershy in shifts.”

“Good,” Eos said, going silent for a bit, “Twilight, how are you holding up?”

“Um… good I guess,” Twilight said, “Now that I told Dash about my feelings, I feel a little calmer, but knowing that XANA could be doing something right now...”

“It's going to be okay,” Eos said, “The maintenance will only last for a few hours. We'll run a check of the super computer once it's finished working,” Eos sighed in aggravation, “Looks like someone needs me. Will you be okay Twilight?”

“My shift is about to end anyway,” Twilight said, “I'll be in class for the rest of the day.”

“Alright. Take care sweetheart,” Eos said.

“You too,” Twilight said, “I'm… really happy that we're friends Eos.”

“Me too,” with that, Eos and Twilight hung up. Twilight didn't know when Eos started becoming so maternal toward her, but it felt nice. Twilight had always had a bit of a strained relationship with her biological mother, which was why she clung to Vice-Principal Luna and Principal Celestia so much. Now she had Eos, someone that she could share her true fears with.

Though sometimes Twilight felt like she knew Eos from somewhere. She always used a voice synthesizer, but there was something in her tone that was really familiar, especially when she got motherly.

Just who was Eos?

A knock on the door got Twilight's attention. The person knocked twice, three times, and then once. Twilight breathed out in relief.

“Come in,” Twilight said. The door opened and Rarity walked in.

“My turn,” Rarity said. Twilight was a little taken aback by Rarity's appearance, which had changed one day out of nowhere. She had begun wearing a different white blouse that was lower cut, a shorter skirt, and fishnet stocking with her usual high heeled boots. She also wore darker lipstick and darker blue eye shadow. It was a more sexy and gothic look for Rarity, and she looked nice, but it was still shocking.

Thankfully she was still herself for the most part.

“Thanks Rarity,” Twilight said, “Are you sure you don't mind taking such an early shift?”

“Twilight, darling, only class I need to worry about is English,” Rarity said, “Also, I skip classes a lot these days, so nothing new.”

“Well, okay,” Twilight said a little uncertain. Rarity rolled her eyes and walked over to Twilight putting her arms around her.

“Seriously Twilight, I'll be fine. Go to class, alright?” Rarity said with a smile.

“R-right, got it,” Twilight said with a more forced smile. She hugged Rarity, took one last look at Fluttershy, and then left the room, thinking about how angelic and pure she looked sleeping.

She was thinking about Rarity as she walked to her next class. She had heard that Rarity had started cutting classes. Never too many, but enough where her friends noticed. She insisted that she was fine, but something felt off about it. The change was just so weird, almost like she was-

“Oof!” Twilight bumped into to someone, who caught her before she fell.

“Well, this is a nice surprise,” a voice she didn't recognize said, “I was wondering when I'd bump into you again.”

Twilight looked at who caught her. She was a girl who looked about Rarity's age with really long red and yellow hair. She wore a leather jacket, a red blouse that accentuated her bust line, black leather pants and boots, and earrings shaped like little suns. For make-up she wore red lipstick and mascara, but that was it.

Holy hell this girl was hot.

“Um…” Twilight gulped, “W-what to you mean by again?”

“Don't you remember?” the older girl said with a sweet yet dangerous smile, “A few weeks ago I almost ran you over on my bike.”

Twilight thought about it, remembering instantly a time when she almost got run over by someone on a motorcycle. They were dressed like this girl. Was this who bumped into her?

“You were the one on the motorcycle?” Twilight asked standing up and backing away from the girl.

She actually smells really nice...

“Glad you remembered,” the girl said holding her hand out, “I'm Sunset Shimmer. I transferred here just today.”

“Nice to meet you, Sunset Shimmer,” Twilight said shaking her hand, “I'm Twilight Sparkle.”

“So you're the famous Twilight Sparkle I've heard so much about,” Sunset said.

“Um… famous? Not sure I follow,” Twilight said.

“Well, I had heard that in this school is a genius who pretty much aces all of her tests with minimal to no effort,” Sunset explained, “I didn't know that she was so cute though.”

Twilight blushed giggling, “Oh stop...” she said.

“Nope, I'm serious,” Sunset continued, “You're probably the cutest girl I've seen here.”

“You're… bi, aren't you?” Twilight asked, her heart racing a bit.

“Based on how you're reacting, you're probably bi too,” Sunset smirked, “Cause I'm clearly flirting with you.”

Twilight began playing with her hair, “Clearly you are,” she said, giggling again. This was the first time anyone had flirted with her like this. Fluttershy was more direct with-

Holy shit Fluttershy.

“Ahh… I'm about to be late for class,” Twilight said, “I should probably get going.”

She was about to push pass Sunset, but said girl took her hand, walked behind her, and wrapped an arm around her.

“What's your next class?” Sunset asked, getting really close to Twilight's ear, “Maybe it's on the way to mine.”

Goodness this girl… Not that Twilight didn't enjoy the attention, but now that she had remembered she had a girlfriend, Sunset Shimmer's advances were making her a little uncomfortable.

“W-world History...” Twilight stuttered, praying that she had a different class.

“Well what do you know,” Sunset said, “That happens to be my next class, but I didn't know where it was. Just my luck running into you, eh?”

“Yeah… that sure was lucky,” Twilight said, her heart racing as Sunset's hand moved down Twilight's side.

“So, lead the way, Twilight,” Sunset said with a smirk, the kind that said “I won”. Twilight couldn't escape it, but she did make sure to walk fast.

She also wanted to make sure no one that knew she and Fluttershy were dating would see Sunset all over her like this.

In Fluttershy's room, Rarity was listening to her mp3 player on a low volume, just in case anyone came to the room. She needed to make sure she could hear their special knock.

Though, as she kept an eye on the clock the entire time, she knew when to expect Applejack. She wasn't due for another half an hour.

Rarity looked at Fluttershy, who looked like she was asleep right now. It was sort of odd, she seemed so human that it was easy to forget that she was actually a computer program. She looked so peaceful. Rarity wondered if she was dreaming at all, or if she were aware of the world around her at all.

She was so beautiful, and naturally so. Fluttershy didn't wear a bunch of make up like Rarity did. At least not as harsh of shades. She didn't need to. She had natural beauty. Everyone just loved Fluttershy, with her soft, dainty voice, her long flowing pink hair, and her natural talent in everything. There wasn't a thing this girl wasn't good at. Well, she wasn't the most athletic person in the world, but neither was Rarity.

And she got so much attention from everyone. Yeah, so did Rarity, but it was different with Fluttershy. All anyone wanted from Rarity was to bang her, and she knew it. Fluttershy had an entire fan club practically, with boys and girls flocking around her wanting to get to know her. Rarity remembered a time when that was her. When everyone wanted to know the sexy Russian. Now, she was being forgotten, pushed to the side.

All because of this oblivious little cunt!

Rarity was practically seething now. She wanted her place in the school back. She wanted everyone to remember who the queen bee of the school was. She wanted Fluttershy to disappear.

She got on top of Fluttershy, straddling the sleeping princess. She didn't even stir. She couldn't tell that Rarity was even on top of her, could she?

“You have no idea what I'm about to do, do you?” Rarity asked with a sinister smirk, “No one is here to save you this time, "Your Highness". There's just you, and me,” Rarity put her hands around Fluttershy's neck, “but soon it's going to be just me.”

I'll help any way that I can. Just think of me as older sister.

Rares, what are ya doin?!

Saving Fluttershy!

Suddenly, right as she was about to apply pressure to Fluttershy's neck, she began remembering what she did for Fluttershy. She was the whole reason Fluttershy was still alive. Fluttershy really looked up to Rarity, and yet here she was about to kill her.

“Chto ya delayu*…?” Rarity said trembling, her eyes wide as the realization of what she was about to do hit her, “CHTO YA DELAYU?!!!” she screamed jumping off the bed and backing away from Fluttershy. She couldn't hold her tears back. The fact that she even thought such horrible things about Fluttershy, and even was about too…

Suddenly, she felt a sharp pain in her head which brought her to her knees. She had been getting headaches a lot these days, but for some reason this one was really intense. It only lasted a second, but when it died down, Rarity didn't get right up. Instead she just sobbed, wishing that someone would-

There was a knock on the door. Two, three, then one. Rarity pulled herself together immediately checking her make up.

“C-come in,” Rarity said. The door opened and Applejack walked in. When she saw how tense Rarity seemed she looked worried.

“Rares, ya alright?”

“Dah,” Rarity lied, “Just… dealing with anxiety attack is all.”

Applejack nodded walking in, sitting down next to Fluttershy, “She really looks sleep, don't she?”

“D-dah...” Rarity said looking away in shame.

“Shame she gotta go ta sleep while the computer does its work,” Applejack said, “Ah jus' hope once we get that data from Sector 5 she won't have ta deal with this stuff no more.”

“Me… too…” Rarity said somberly.

“Rares, are ya sure ya alright?” Applejack walked over to Rarity placing her arms around her, “Ya seem down,” she looked closely in her eyes, “Were you… cryin earlier?”

“AJ, I...” she started, but then caught herself, “Like I said, it's just anxiety. I had minor panic attack, nothing more.”

“Had ta be pretty serious if you were cryin,” Applejack pressed, “Anythin ya wanna talk about?”

“Nyet,” Rarity said shaking her head, “Right now, I need to get to class. I'll… see you when school lets out.”

Rarity kissed Applejack and then hurried out of the room. Once the door was closed, she went down the hall, fell to the floor, and broke down. She had just done something she could never forgive. She had tried to kill Fluttershy. What made it worse, she wasn't being possessed or anything. She knew it, she herself had just tried to kill Fluttershy.

Just like XANA said, she almost betrayed the team.

Classes went on without too much of a hitch. Twilight had run into Sunset Shimmer a few more times during class, and she was clearly still flirting with her. Rarity for some reason was avoiding everyone. After Applejack and Dash switched places, she tracked Rarity down, but she still hadn't spoken to her about what had her so upset.

It was lunch now, and everyone was gathering in Fluttershy's room to eat. Normally this wouldn't be allowed, but Celestia had surprisingly given them special permission as long as they were clean.

Everyone was sitting in a circle in the middle of the room eating, well almost everyone. Rarity was sitting off by herself, and she had been really silent.

“This feels weird,” Pinkie Pie sighed.

“What feels weird?” Applejack asked.

“Not having Fluttershy here,” Pinkie Pie said, “I mean, yeah she's right over there, but with her being asleep…”

Twilight sighed, “I know what you mean. It's sort of unnerving knowing that she's basically turned off,” Twilight turned to Fluttershy, “I hope she'll be okay when she wakes up.”

“Hey, did you try kissing her?” Dash asked jokingly, “I read in a book that's a good way to wake up sleeping princesses.”

“Ha ha, very funny,” Twilight said rolling her eyes, “Eos said that she wouldn't wake up until the computer finished running maintenance.”

“Why does it even need this anyway?” Pinkie Pie asked, “I want Fluttershy back.”

“It may be a super computer, but its still a computer,” Dash said, “It just needs to update.”

“Well, it needs to hurry up,” Pinkie Pie pouted, “It's keeping me from playing with my friend.”

“Rarity, are you okay over there?” Twilight asked, catching the Russian's attention.

“Oh, uh… dah...” Rarity nodded, putting her focus back on her food. Twilight really wanted to ask her what was wrong, but so far everyone had tried at different times. If she had said no to all of them, Twilight didn't have much of a chance.

Rarity finished her homemade lunch and stood up, “I finished lunch. Going back to class.”

As she left the room, Applejack finished her lunch and stood up.

“Hey, could y'all take my tray with ya to the cafeteria?” Applejack asked leaving the room. Twilight, Pinkie Pie, and Dash all frowned watching them leave.

“Hey...” Pinkie Pie started, “Does anyone notice how weird Rarity is being lately?”

“Like how she's suddenly started dressing like a total skank?” Dash asked.

“Rainbow Dash, that's not nice,” Twilight scolded.

“Come on, I know I'm not the only one thinking it,” Dash said. Both Pinkie Pie and Twilight thought about what Dash said.

“Well, I will admit her skirt has gotten really short,” Twilight said, "And she's wearing darker make-up."

“Yeah, and she's been sort of irritable lately,” Pinkie Pie said, “I mean, like more than usual.”

“And she's been way more open with her relationship with Applejack,” Dash added, “I'm happy and all for them, but it's like they're always sucking face.”

“Guys, do you think this has something to do with what XANA's uploading into her?” Twilight asked.

“I don't see how,” Dash said, “Apart from making her more open with her relationship, fussy, and dress sluttier, I don't see what XANA gets from this.”

“What if this is just the beginning though?” Pinkie Pie asked, “The scyphozoa hasn't finished its upload yet, has it?”

Twilight shook her head, “Last time it got to almost eighty percent though.”

“What do you think will happen if it gets to one hundred percent?” Pinkie Pie asked.

“That is scary to think about,” Twilight said, “After class, I'll call Eos and ask her what she thinks.”

“Does she know that Rarity is being hunted by the scyphozoa?” Dash asked.

“She does,” Twilight said, “She doesn't really speak on it, but I get the feeling she knows what it's doing to her.”

“Twilight, I'm worried about Rarity,” Pinkie Pie said, “I get a feeling that XANA is doing something really bad to her.”

“If he is, then we'll take him out,” Dash said seriously, “XANA's already on my shit list as it is. Mess with another of my friends and I'm killing him personally.”

“Rares! Rares, wait up!” Applejack called out running after her girlfriend. When she caught up with her, she grabbed her hand and turned her around.

“What?!” Rarity asked.

“Rares, talk ta me,” Applejack said caressing her face, “Ya know Ah don't like it when ya do this.”

“Do what?” Rarity asked folding her arms looking away.

“Clam up like this,” Applejack said.

“I'm going to be late,” Rarity said softly. She tried to push past Applejack, but she held her arms next to her stopping her.

“We can be late fer class,” Applejack said, “This is more important. Tell me what's wrong. Ah ain't leavin ya until ya do.”

“Applejack...” Rarity said, fighting back tears. Eventually she broke down burying her face in her hands, “I'm horrible! Just like XANA said, I betrayed team!”

“Rarity...” Applejack said putting her arms around Rarity, “What 're ya talkin about?”

I don't know what came over me!” Rarity sobbed, “I… I can't say it!”

“Rares-”

“Please don't make me say it!” Rarity begged, “You'll hate me!”

“No I won't,” Applejack said.

“YES YOU WILL!!!” Rarity screamed, making Applejack step back a bit in shock, “You'll hate me, and break up with me, and tell me to leave team, and-”

“Rarity, calm down!” Applejack said, “Ah promise, Ah won't hate ya, but ya need ta tell me what the hell's goin on with ya! Seriously, Ah'm worried about ya Rares. Please, jus tell me. What did ya do?”

“I… I…” Rarity fell to her knees breaking down, “I TRIED TO KILL FLUTTERSHY!!!”

Applejack was speechless. Did Rarity just say… what she thought she said?

“Rarity...” Applejack said.

“I don't know why I did it!” Rarity sobbed, “Something weird just came over me… and before I knew it, I had my hands around her neck! Go on, kick me off team! Tell me that you hate me!”

Applejack knelt down in front of Rarity and embraced her tightly.

“Why don't we skip the rest of class,” Applejack said, “Go to our special spot. Ya look like ya need it.”

“You… still trust me?” Rarity asked.

“Damn right Ah trust ya,” Applejack said looking into her girlfriend's eyes, “We'll figure this out, alright?”

Rarity thought for a second, and then nodded. Applejack helped Rarity up and led her out of the school building to their special place.

She'd have to spend her days off here more often. The factory was a pretty nice place to be alone, and the chair was actually really comfortable to sit in. Before she felt really tense being here, but now Luna had gained a sense of comfort being in the computer room.

Currently she was sitting in the chair. She was supposed to be keeping an eye on the super computer, which she was, but currently she was paying more attention to Persona Q. She had just found the secret boss, and she was trying her hardest to beat it.

“Come on...” Luna said, “Work damn it…”

She was so into her game that she didn't notice when the computer finished maintenance. She did notice when the super scan went off though.

TOWER ACTIVATED

LOCATION: ICE SECTOR

13 LAT, 32 LONG

Realizing that something more important than her game came up, Luna pulled up the phone app on the super computer to call Fluttershy's cellphone.

Pinkie Pie was playing Mega Man on her 3DS when she heard Fluttershy stir. Pinkie Pie closed her game and looked at the bed as Fluttershy stretched.

“Good morning, Pinkie Pie,” Fluttershy said sweetly, “Did I miss anything?”

“Fluttershy!” Pinkie Pie said running to Fluttershy embracing her, “You woke up! I was about to try kissing you if you didn't wake up!”

“Um… thanks?” Fluttershy said/asked. Her cellphone rang as she hugged Pinkie Pie, “Um, hello?” she asked, answering it.

“Good, you're awake,” Luna said, “The super scan just found a tower activated in the Ice Sector.”

“Thank you,” Fluttershy said, “I'll find the others and get them to the factory.”

Fluttershy hung up and turned to Pinkie Pie.

“Go time?” Pinkie Pie asked.

“Yes, XANA activated a tower. We need to act fast.”

“I'll call the others while we head to the factory,” Pinkie Pie said. Fluttershy nodded and followed Pinkie Pie out of the room to the factory using the secret passage.

Twilight's phone rang while she was on her way to her next class. Since she was outside, she felt no problem answering it.

“Hello?” Twilight asked.

“Twilight, Fluttershy's awake!” Pinkie Pie said, oddly sounding a little worried.

“That's great!” Twilight said.

“But there's a problem! The super scan went off when the computer finished! Lulu says there's an activated tower in the Ice Sector!”

“Call the others and head to the factory!” Twilight ordered, “I'll meet you there!”

“Alright, we'll see if we can figure out what the tower is doing while you're on your way!”

Pinkie Pie hung up, and Twilight began making her way back to her room to drop off her books. Right in front of the dorms though, she noticed a light above her. It only took a second for Twilight to realize that it was getting bigger. She ran away just in time as a large energy beam shot down from the sky in front of her, the impact knocking her to the ground.

Everyone who was outside screamed as Twilight lied on the ground trembling. Her cellphone buzzed with a text message. When she read it, her face went pale.

Did you like my gift, Twilight?

“XANA...” Twilight said fearfully.

I'd start running if I were you.

She looked up again and saw another beam already shooting down at her. This time she screamed and ran away into the gym right as the beam hit the ground, leaving a crater behind it. When she inside and closed the door, her cellphone buzzed again.

“Leave me alone!” Twilight begged before reading the text.

Oh you thought I cared about collateral damage? Silly girl, when will you learn?

Twilight was horrified by what XANA could mean, but got her answer as that same beam shot through the ceiling into the gym, knocking Twilight back.

She lied on the floor for a second as her phone buzzed.

I will destroy that entire building, Twilight. Hell, I'll level the whole school if I have to. Today I'm going to kill you Twilight.

Twilight forced herself to her feet and ran out of the gym just as XANA shot through the building again, almost destroying it. This was what she was afraid of. XANA was willing to go to these lengths to take her life. She now understood completely why Eos had just turned the computer off.

XANA was absolutely ruthless.

As Twilight ran, she bumped into someone. She looked and saw Celestia holding her.

“Principal Celestia!” Twilight cried.

“Twilight, are you okay?!” Celestia asked.

“The laser, it's after-” Twilight looked up and saw another beam coming down over them, “LOOK OUT!!!”

Twilight pushed Celestia out of the way just in time as the beam hit the ground. Celestia looked at the resulting crater in horror.

“My God…” she said, turning to Twilight as she trembled, crying, “Twilight...”

“H-Help me...” Twilight begged, “Please help me…”

Twilight looked into Celestia's eyes pleadingly. A look of understanding came over the principal, as she helped her up.

“I'll protect you,” Celestia said embracing Twilight, “Everything is going to be okay now, sweetheart. I'm here for you.”

What? Sweetheart? That's what… Eos always called her. Was she…?

Celestia looked up and immediately dragged Twilight away as another beam shot down at them. As she ran, she pulled out her cellphone.

“Luna, where are you at the moment?!” Celestia asked frantically.

“I'm at the workshop with the girls,” Luna said walking off a bit from everyone, “Why?”

“Twilight is in danger! You need to come quickly and help me evacuate the school!”

“What?! Tia, what's going on?!” Luna asked frantically.

“Just come quickly!” Celestia said hanging up. Luna looked at her phone confused as Fluttershy gasped.

“Everyone, I know what XANA's doing!” she cried. Everyone gathered around the computer, which showed a news report.

“It would seem that a military satellite has gone haywire, and is currently firing some sort of laser in the California area of Canterlot. Oddly, the satellite seems to be targeting Canterlot High Boarding School only.”

“That's what Celestia meant!” Luna said, “That laser must be firing at Twilight!”

“Damn it!” Applejack swore, “Lulu, get ta the school! Protect Twilight no matter what!”

Luna nodded and ran to the elevator going up.

“Now, in the meantime, we need ta track down that tower,” Applejack continued.

“The super scan gave me the coordinates,” Fluttershy said, “But for some reason I can't see the tower.”

“What does that mean?” Rainbow Dash asked.

“Maybe this is one of XANA's personal towers,” Rarity suggested, still keeping her distance from the group, “He's hiding its signal from us so we can't get to it.”

“That's not good,” Applejack said, “If Twilight were here, she'd be able ta pinpoint exactly where it is,” Applejack's cellphone buzzed, showing Luna's picture, “What's up Lulu?”

“Problem,” Luna said, “XANA used his laser to fire at the bridge, destroying it. We're trapped here.”

“Goddamn it!” Applejack swore, “Alright, head back ta the computer room,” after hanging up, Applejack turned to the group, “Well, we're sunk. XANA destroyed the bridge.”

“That means we can't get out of here!” Pinkie Pie cried.

“That's not the reason why XANA did this,” Fluttershy said turning to everyone, “He did this so Twilight can't get in.”

“He's not going to fire on factory,” Rarity reasoned, “That would kill him too, so he wants to keep Twilight from getting to one place where she'd be safe.”

“This also means we can't get ta Lyoko,” Applejack said.

“I could set up a timed transfer from here,” Fluttershy said, “But Return to the Past can't be activated automatically unless Twilight does it. I do know how to use it, but...”

“You're needed in Lyoko,” Luna said reentering the computer room, “And none of us know how actually activate Code: Earth.”

“So what do we do?” Rarity asked, “Fluttershy can't stay out here to use super computer, and none of us know how to navigate it.”

“I can do it.”

Everyone turned to Rainbow Dash of all people in shock.

“Ah'm sorry, what?” Applejack asked.

“Yeah, I've been learning how it works,” Dash said pulling out the instruction manual from her backpack, “I'm nowhere near as fast as Twilight or Fluttershy, but I at least know how to transfer into Lyoko and use Return to the Past.”

“Dashie, are you sure?” Pinkie Pie asked, “I watched Twilight work on this thing before. This is a lot to keep track of.”

“I'll be fine,” Dash said, “Besides, it's not like we have another choice here.”

Applejack thought about this hard. They were taking a huge risk. If Rainbow Dash messed up even a little, they were all screwed. Still, she raised a valid point. They did need someone out here navigating, and Fluttershy couldn't be the one. Also, Luna didn't know the first thing about the computer apart from what the arrows and numbers meant (their positions and hit points respectively).

When Applejack met eyes with Dash, she saw certainty. She knew she could do this.

“Alright,” Applejack said, “Dash, yer on navigation taday. The rest of us are goin inta Lyoko. Let's move!”

Applejack, Pinkie Pie, and Fluttershy ran to the elevator. Rarity took a deep breath and walked in after them, standing in a corner in the elevator with her arms folded. Once they gave Dash the text letting them know they were ready, she sat down in Twilight's chair and took a deep breath.

“Moment of truth time,” Dash said, “Beginning transfer!

“Transfer Applejack!” Dash said, closing the scanner when she entered.

“Transfer Rarity!” Dash said, now closing her scanner as she had entered.

“Transfer Pinkie Pie!” Dash continued, closing her scanner when she entered it.

“Transfer Fluttershy!” Dash said, closing her scanner when she was inside. Once that was done, Dash began looking around trying to remember what she was supposed to do next.

“Got it. Now I pull up everyone's avatars and begin scanning them, connecting them to their hosts,” Dash said to herself, “Scanner Applejack!” Dash said, connecting Applejack to her sheriff avatar.

“Scanner Rarity!” Dash said, connecting Rarity to her knight avatar.

“Scanner Pinkie Pie!” Dash said, connecting Pinkie Pie to her neko avatar.

“Scanner Fluttershy!” Dash said, connecting Fluttershy to her true princess form, “Now that that's all done… everything checks out… I know where I'm sending them… so…” she closed her eyes nervously and held her finger over the enter key, “Virtualization!”

She pressed the enter key, and everyone vanished from their scanners.

In the Ice Sector, Applejack, Rarity, Pinkie Pie, and Fluttershy all rendered in the air and were dropped perfectly. Everyone looked themselves over, and breathed out in relief.

“We all got here in one piece,” Applejack said, “Good job Dash.”

“YES!!!” Dash cheered throwing her hands in the air. Luna released a breath she didn't even know she was holding, “Alright, I'm going to see if I can find that tower. Be careful though, I'm seeing a few monsters coming your way. I think there are bloks… and a few krabs.”

“Got it,” Rarity said, “Thanks Dash. We'll take it from here.”

“Sheesh,” Dash said, “This is how Twilight sees things? This is crazy.”

“You're doing fine,” Luna said, “Just stay calm, okay?”

“Yeah, got it,” Dash said, carefully getting to work. Like she said, she was nowhere near as fast as Twilight, but she was good enough for now.

“Damn it!” Celestia said after getting a text message, “Lulu can't get to us!”

“Dash, what's the situation?” Twilight asked Dash on her phone.

“The bridge to the factory is out,” Dash said, “I managed to get everyone onto Lyoko.”

“That's… really impressive, Dash,” Twilight said, truly impressed, “But with the bridge out, I can't get to the factory. You'll have to-” Twilight screamed as Celestia pushed her away just in time as another beam came down.

“Twilight! Are you okay?!” Dash asked frantically.

“Yes, I'm fine,” Twilight said, “But XANA is relentless. I have to get away from the school. Can you use Return to the Past?”

“Yeah, I can do that,” Dash said.

“You'll need to,” Twilight said, “The school has taken too much damage. Start setting it up now so you won't have to worry about it later.”

“Got it,” Dash said, “Lulu's still with me. Should I let her watch the computer so I can get into Lyoko?”

“Only if too many of the others get devirtualized,” Twilight said, “Only transfer in as an absolute last resort. Dash, thanks for doing this.”

“Aw, no need to thank me for being awesome,” Dash said.

She and Twilight hung up, and Twilight turned to Celestia, “I need to leave this school. Check to make sure no one is hurt or dead.”

“I don't like you being alone,” Celestia said, “If anything happened to you I'd-”

Twilight took Celestia's hand and squeezed it.

“I appreciate everything you've done for me, but now I have to protect you,” Twilight said, “Please protect the school.”

Celestia looked so uncertain, but she nodded, “I hate this, but I understand. Be careful, Twilight,” Celestia pulled Twilight into another embrace, “Don't you dare die on me.”

“I-I won't…” Twilight said, not sure why her heart was racing so much being held by the older woman. All of a sudden, she felt like she was in the arms of a dear friend, one who was terrified for her. Sure, she always thought of Celestia as a friend, but she was always closer to Luna as she and her dad… well…

Both Luna and Twilight would have rather not talked about it…

Twilight heard something above them, and pushed Celestia away from her falling back, another beam falling in between them.

“Twilight, go!” Celestia cried. Twilight nodded and ran off, unaware of the look of shame on Celestia's face, “Forgive me, Twilight… you're in danger right now because of my cowardice…”

In the Ice Sector, three bloks moved into position and began firing at the group. Rarity blocked the attacks with her sword while Applejack fired at them with her shotgun. She managed to kill one, but one blok got a lucky hit on Applejack knocking her back.

Applejack: 70 HP

“Applejack!” Rarity cried out. She rolled out of the way of a blok's attack, accidentally ending up right next to Fluttershy.

“Rarity, please help me,” Fluttershy requested. Rarity looked at Fluttershy and paled a bit, remembering what she had done earlier.

“H-help you?” Rarity asked.

“I have a theory of where the tower is,” Fluttershy said, “I've been to this part of the Ice Sector before, and I think I know why Dash can't track it down. I need someone to defend me though, and you're the best choice.”

“Fluttershy, I...” Rarity ran in front of Fluttershy blocking an attack from a krab. She then charged up her sword and shot her shock wave at the krab slicing it in half, “Ugh, fine. I'll protect you. Lead way.”

“Fluttershy nodded nervously and ran off, Rarity right behind her blocking incoming attacks. Applejack saw them run off and got concerned.

“Pinkie Pie, go after them!” Applejack ordered.

“If I do that you'll be by yourself!” Pinkie Pie said before using her Homing Attack on the blok in front of her.

“These are monster's Ah'm good at fightin!” Applejack said, “Ah'll be fine, but ya need ta be there jus in case the scyphozoa comes! We can't let that thing finish uploadin whatever that virus is ta Rarity!”

Pinkie Pie nodded and ran after Fluttershy and Rarity on all fours.

“Dash, do ya know how ta call the Tera-Bikes?” Applejack asked.

“That's a new program, so not off hand,” Dash admitted, “But if you give me a minute I might be able to figure it out. I saw Twilight do it once.”

“Will that be enough?” Applejack asked firing at a blok, killing it.

“When you have a photographic memory like me, yes,” Dash said.

“Well then,” Applejack said, “When ya remember how she did it, send mine. Ah'm gonna need it.”

“You got it, Leader!” Dash said.

“You have a photographic memory?” Luna asked Rainbow Dash as she slowly typed on the computer.

“Yep, its how I can slack off in school and still pass. I could get As easily if I wanted to,” Dash admitted.

“Then… why not get As?” Luna asked, raising an eyebrow. Dash closed her eyes looking serious.

“Because there's no goddamn reason to, that's why,” she said harshly, “Not like my Dad's going to have anything nice to say. I'm a failure anyway, so passing now isn't going to do me any good.”

“Rainbow Dash…” Luna said somberly. She had heard that her relationship with her father was rocky, and that she didn't have a nurturing figure in her life. Seeing the effects of it were hard. Luna wondered if all that bragging Dash did was genuine pride, or more of a defense as no one else ever lifted her up.

These kids really have it tough, Luna thought.

Twilight ran as fast as she could away from the beams, but she was getting tired. She was also having a lot more close calls. She was almost at the entrance of the school, but her chest was hurting from all the running. Her phone buzzed.

Looking a little tired there, Twilight Sparkle. Me? Oh, I'm fine. In fact, I can do this all day.

She looked up as another beam came down from the sky. She didn't have time, nor the energy. She was going to die now. XANA won…

Right as she closed her eyes in sadness giving up, someone ran over to her and shoved her aside just in time. Twilight was so shocked that it took a second for her to realize that it was Sunset Shimmer.

“What the hell is the matter with you?!” Sunset fussed, “Are you trying to get yourself killed?!”

“After… me...” Twilight panted, “Can't… run… anymore...”

“It's after you?” Sunset asked frowning. When she saw another beam coming down, she rolled to the side carrying Twilight with her out of the way. Now with Twilight over her, she could fell her trembling, as well as her tears hitting her chest.

“Hey… it's going to be okay,” Sunset Shimmer said.

“No it's not!” Twilight sobbed, “XANA won't stop…! Not until… I'm dead!”

“I don't know who the hell XANA is, but I'm not letting that happen,” Sunset said standing up. She took Twilight's hand and guided her to her black motorcycle. Sunset picked up a spare white helmet and threw it to Twilight.

“Put it on,” Sunset ordered, putting on her black and orange helmet. Once Twilight had her helmet on, she sat behind Sunset Shimmer as she started up her motorcycle. Twilight looked up and saw another beam coming down.

“Sunset Shimmer! It's coming!” Twilight said. When it looked like Twilight was about to run off, Sunset managed to start up her bike and grabbed Twilight's hand.

“Don't you dare run away,” Sunset ordered turning to Twilight, “I'm going to protect you, Twilight. I promise.”

Twilight couldn't help herself. Sunset Shimmer looked so cool right now, almost like a super hero. Sunset took off right as the beam hit the ground, driving away from the school into town. Twilight found herself wrapping her arms around Sunset's waist, both to not fall off, but also out of gratitude. Sunset patted Twilight's hands with one of her own, and then put all of her focus on driving out of Canterlot.

Twilight had no idea where they were going, but wherever it was, somehow she knew she'd be safe.

“It's in here,” Fluttershy said, pointing to the end of a large lake of water. She had led Rarity to an ice cave deep in the Ice Sector, a place that the computer had a harder time detecting.

At the other side was the activated tower.

“Then let's hurry this up,” Rarity said. Fluttershy turned to Rarity with a worried expression.

“Rarity, are you mad at me?” Fluttershy asked.

“Why would I be mad?” Rarity asked, genuinely confused.

“Well, you've been avoiding me ever since I woke up,” Fluttershy said, “And I see the way you keep looking at me. Even now I feel like you don't really want to be near me right now. Did I do something to make you hate me?”

“Oh Fluttershy...” Rarity said, realizing what she was doing. She walked over to Fluttershy and hugged her, “Not at all. I'm sorry, I didn't mean to hurt your feelings. I'm not mad at you.”

“That's good,” Fluttershy said, “But, then what's wrong?”

Rarity was about to tell Fluttershy, but an odd, aquatic sounding growl caught her attention. Rarity slowly turned around and saw the last thing she and Fluttershy wanted to see floating over to them.

The scyphozoa.

“This was trap!” Rarity said, “This was why XANA used this tower!”

Right as Fluttershy and Rarity were about to run away, something fired at them hitting Fluttershy in the back and knocking her far away into the water.

Fluttershy: 50 HP

“Fluttershy!” Rarity cried out. Immediately she was wrapped up in the scyphozoa's tentacles, the creature now flanked by three tarantulas. Rarity screamed as the jellyfish shaped monster turned her around and placed its two glowing tentacles around Rarity's head.

Installation: 72%

Installation: 79%

Pinkie Pie ran in, stopping when she saw the scene before her.

“Rarity!” Pinkie Pie cried out. She looked in the water and saw Fluttershy floating to the top and trying to swim back to surface, “Fluttershy, are you okay?!”

“I was hit by a tarantula!” Fluttershy said, “I'll be fine, but Rarity is in danger!”

“Get to the tower! I'll save Rarity!” Pinkie Pie said rolling into a ball. She charged over to the scyphozoa, but was whacked away by what appeared to be a krab's leg.

Pinkie Pie: 70 HP

Pinkie Pie forced herself to her knees and saw two krabs walking over to her. They charged up their lasers and started firing at Pinkie Pie, who ran on all fours out of the way of their attacks.

All the while, Fluttershy tried to swim to the tower, but the tarantulas were firing at her, keeping her from getting too close. Sadly, this meant no one could do anything about the scyphozoa, as it continued its upload.

Installation: 84%

Installation: 91%

“Damn it! This level's too hard!” Pinkie Pie fussed, “I don't think we grinded enough for this!”

As Fluttershy was in immediate danger, Pinkie Pie used her Homing Attack instantly killing two of the tarantulas. When she landed, the third tarantula fired two shots right at her stomach.

Pinkie Pie: 0 HP

“NO!!!!” Fluttershy screamed as Pinkie Pie devirtualized. She then looked in horror as the monsters all turned to the scyphozoa.

Installation: 95%

Installation: 100%

Pinkie Pie's scanner opened up, and she immediately ran to the elevator going to the computer room. When she got upstairs, she saw Rainbow Dash typing furiously on the computer, Luna looking really tense.

“Dashie! Rarity is in trouble!” Pinkie Pie cried.

“I know!” Dash said, “The scyphozoa just finished installing whatever it was trying to install into Rarity!”

“Do we know what its supposed to do?!” Luna asked.

“I'm getting a bunch of weird numbers, but I don't know what any of them mean!” Dash said, “Damn it! Now I really wish Twilight were here!”

“Dash! How's that Tera-Bike comin along?!” Applejack asked from inside Lyoko.

“I got the program. Sending it to you now!”

Applejack's red and black Tera-Bike appeared right next to the southern girl. She slammed the acceleration on her bike and drove off toward the direction everyone ran in, stopping when she made it into the cave.

She saw the scyphozoa floating away, Rarity lying on the ground and surrounded by monsters that oddly weren't attacking her. Applejack got off her bike and ran forward.

“Rares! Are ya alright?” Applejack asked, “Rares!”

She stopped as Rarity slowly stood up. Both Applejack and Fluttershy stood there holding their breath, unsure of what would happen. She seemed okay for the most part, but something wasn't right.

Why weren't the monsters attacking her?

“R-Rarity?” Fluttershy asked. At the sound of her voice, Rarity flinched slightly, and turned to look at Fluttershy, glaring at her, “Rarity, what are you-” she gasped and ran out of the way as Rarity shot her shock wave at Fluttershy.

“Rares! What are ya doin?!” Applejack asked running up to Rarity. She was stopped by a krabs shot at her feet, and Rarity turned to Applejack glaring at her now. It was then that Applejack saw it.

XANA's symbol in her eyes.

“R-Rares…?” Applejack asked stepping back. Rarity turned her nose up to Applejack turning to the krab.

“You deal with Fluttershy,” Rarity said, “Applejack is all mine.”

The krab nodded and turned to Fluttershy. The second krab and tarantula also turned to Fluttershy, and they all began firing at Fluttershy, who had to duck into the water to avoid being hit.

Applejack fired at one of the krabs, but Rarity got in her way and blocked the attack. Rarity then sauntered over to Applejack.

“Rares, what's goin on with ya?!” Applejack asked.

“This!” Rarity shouted firing a shock wave at Applejack. She blocked with her shotgun, but was still pushed back and knocked to the ground.

Applejack: 45 HP

“Rares!” Applejack said, shocked and hurt. She couldn't believe it. Rarity was attacking her!

“What's wrong, Applejack?” Rarity asked tauntingly, “We fight all time. How is this any different?”

“Rares, yer not thinkin straight!” Applejack said, “XANA did somethin to ya!”

“You mean my master?” Rarity asked, “All he did was help me put things into perspective.”

“Put things… inta perspective?” Applejack asked.

“Master helped me realize who I should have been giving my power to,” Rarity said, sending another shock wave at Applejack who rolled away, “Soon, all of you shall join my master, future God of human race!”

“That shakes it!” Dash said setting up the stalled transfer, “I'm going in there! Lulu, take over for me!”

“Got it,” Luna said sitting down in the chair.

“When the tower deactivates, push the enter key to activate Return to the Past!” Dash said as the elevator closed. Once she made it to the scanner room, she ran right into the scanner. It closed and got to work scanning her, and sending her into Lyoko.

She rendered and landed right outside the cave Applejack was in. Dash used her super sprint to run into the cave, first jumping over Rarity and Applejack's fight and throwing her kunai at the krabs' heads killing them. She landed behind the tarantula as it turned around, and made two clones of herself to confuse it.

The tarantula fired at the Dash in the middle, killing that clone. The real Dash and the remaining clone both threw their kunai at the monsters head killing it. The clone vanished and Dash turned back to where Rarity was wildly slashing at Applejack.

“Fluttershy, go!” Dash said, “Deactivate that tower NOW!”

“R-right!” Fluttershy said, swimming as fast as she could to the tower. Once she made it to dry land, she wasted no time running into the tower phasing right into it.

Twilight and Sunset Shimmer were now literally riding in the outskirts of the city. The beams seemed to have slowed down, which actually worried Twilight a bit. XANA wasn't the type to just give up.

“You're thinking the same as me, aren't you?” Sunset Shimmer asked, “Why did they stop?”

“I'm worried about my friends,” Twilight said, “We need to-”

A beam surprised them landing right in front of them. The motorcycle swerved out of the way, and both Twilight and Sunset fell off the bike onto the ground.

“Sunset Shimmer!” Twilight called out running to the aid of the fallen teen. When she confirmed that she was still alive, she moved Sunset out of the way as another beam fired down on her.

Fluttershy was floating up to the higher platform of the tower. She elegantly landed and walked over to the control panel, where she got to work breaking its security.

Outside the tower, Rarity did a spinning slash knocking both Rainbow Dash and Applejack back.

Applejack: 10 HP

Rainbow Dash: 55 HP

As Dash stood up, she was hit by a shock wave that sliced through her.

Rainbow Dash: 0 HP

“Dash!” Applejack cried out watching her friend be devirtualized. She then looked up as Rarity stood over her with a sinister smile.

“Game over,” Rarity said, raising her sword.

“RARES NO!!!!!!” Applejack screamed in horror.

Once the touch screen appeared, Fluttershy placed her hand on it.

FLUTTERSHY

CODE

LYOKO

Outside, another beam fired down on top of Twilight, but it stopped in mid air, as if time itself had stopped. She breathed out in relief and fell to her knees.

“Fluttershy, thank you...” Twilight said hugging herself. Sunset may have been her hero, but Twlight knew that Fluttershy was truly her guardian angel.

“Tower deactivated,” Fluttershy said looking into the abyss. There was a white flash, and a white light shined out of the tower engulfing everything.

In the real world, Luna pushed the enter key, “Return to the past, now!” she called out. Everything and everyone who was still alive was returned to where they were just twenty four hours ago.

For Twilight, that meant appearing in Fluttershy's room, where before she was preparing for the super computer's maintenance. Thankfully this time they didn't need to worry about that. Realizing that they were alone for now, Twilight decided to take full advantage of this time.

Which was why this time it was Fluttershy who was pinned to the bed while Twilight lied down on top kissing her.

“Twilight, I'm not used to you initiating,” Fluttershy said with a smile once their lips parted.

“I didn't get to see you all day today,” Twilight said, “I'm making up for lost time.”

Right when she closed in for another kiss, they were interrupted by two knocks, then three, then one. Twilight sighed and went over to the door, opening it.

“Twilight, darling!” Rarity cried out hugging Twilight tightly.

“R-Rarity! This is a surprise,” Twilight said.

“I was so worried after Return to Past activated! Once I came to my senses I got scared that lasers got you!”

“Came to your senses…?” Twilight asked, now a little worried.

“The scyphozoa… it finished uploading that data into Rarity,” Fluttershy said walking over to them, “She… XANA...”

“I don't really remember what happened,” Rarity said, “But I feel fine now,” Rarity smiled at Twilight warmly, “Whatever it was, I think Return to Past may have fixed it.”

“Well… okay,” Twilight said frowning, “But you'll let us know if anything comes up?”

“Dah, dah,” Rarity said nodding, “Well, I need to get to class. Uvidimsya~!”

Rarity sauntered off, leaving both Twilight and Fluttershy unnerved. Something about Rarity just didn't seem right. For one thing, would Return to the Past remove the virus? That didn't seem right...

Applejack was running frantically around the school searching for Rarity. She had called Dash and Pinkie Pie, and they were also searching for Rarity. They needed to make sure that she was okay, and that she was herself again.

Applejack saw Rarity walking down the hall to her homeroom.

“Rares!” Applejack called out running to her. Rarity turned to Applejack looking, well… like herself.”

“Applejack,” Rarity said, sounding relieved, “Are you okay?”

Applejack smiled in relief, “Yeah, Ah'm fine. Especially now that Ah see yer okay. XANA took control of ya and made ya attack us.”

Rarity gasped placing her hands over her mouth, “Oh Applejack, I'm sorry! I… I didn't hurt you or anyone… did I?”

“Naw, everything's fine,” Applejack said, “Ah'm jus' glad Return ta the Past did it.”

Rarity nodded walking toward Applejack, backing her into a wall.

“Um… Rares?” Applejack asked, “Are ya-”

“You'll always protect me… right Applejack?” Rarity asked, whispering into Applejack's ear.

“Course Ah will,” Applejack said. Rarity then kissed her neck, a motion that really hit Applejack. She wasn't used to her being so affectionate out in the open, but it felt- “Ouch!”

Applejack felt a sharp pain in her neck. Rarity smiled at Applejack lovingly as the latter held her hand to her neck, which was actually bleeding.

“I'll see you later, AJ,” Rarity said. She sauntered to her class, hiding her sinister smirk from Applejack who was really confused by the Russian girl's actions. Dash and Pinkie Pie ran over to her.

“Find her?” Dash asked.

“Yeah, Ah found her,” Applejack said, “But Ah don't know is she's herself again or not.”

Dear Eos,

That last attack was by far the worst XANA attack ever. It's a good thing the computer won't have to do that again for another twenty years, because we can't afford to give XANA that opening again.

However, something really disturbing happened during the attack. The scyphozoa finished uploading that weird virus into Rarity. She seems okay now, but there's something sort of off about her.

Eos, we're running out of time, and I don't know how much more of this I can take. We need to get that data from Sector 5 so we can shut down the computer soon. XANA is getting more and more ruthless.

Please help me Eos. Please.

Sincerely,
Twilight Sparkle

Ending Theme: Can't Fight the Moonlight

Author's Note

*What am I doing...?

If you liked this and want to help me keep doing what I love, then click here to check out my Patreon and consider donating a small sum. Just a dollar will help me in my quest for world domination. Seriously, I want this Death Star finished soon!

15: Fluttershy's Life

Theme Song: A World Without Danger

15: Fluttershy's Life

“Thank you for coming, Miss Dostoevskaia,” Principal Celestia said in her office.

“Of course, Principal Celestia. Whatever seems to be problem?” Rarity asked.

“I… was hoping you could answer that question for me,” Celestia said, looking at the student sitting across her desk in confusion. Normally, Rarity was the epitome of class. Her outfits were designed to accentuate her figure in a tasteful manner, and complimented her purple hair and fair skin.

The girl sitting before her was not the Rarity Celestia knew. She wore an extremely sexy black top that was just tasteful, extremely short black mini skirt, fishnet stocking, black high heeled boots, and leather gloves. She wore purple lipstick, dark sapphire blue eye shadow, and she had a white highlight in her hair. The way she was sitting was off too. She sat back in the chair with legs crossed, arms resting on the arm rests almost like a throne, and she was chewing gum.

“You're teachers have brought to my attention that your conduct as of late has been rather… questionable.”

“Oh?” Rarity asked, “What have they been saying?” Rarity asked with a raised eyebrow.

“Just that you've been somewhat difficult,” Celestia said, “And that you've missed a number of classes.”

“I haven't been feeling well,” Rarity said, adjusting which leg was crossed, “Bad headaches, probably stress.”

Celestia pursed her lips, “Be that as it may, talking back to your teachers is-”

“I'm sorry, Principal. You see, I'm actually on my period. That combined with how stressed I am has made me short with some people. You understand how bad that can be, dah?”

“Yes, I know. Being a young woman isn't easy,” Celestia leaned forward on her desk, “Rarity, I'll admit. I'm concerned about you.”

“Concerned?” Rarity asked, “Why?”

“Well, for one thing, the way you've begun presenting yourself in school. It's such a change.”

“I decided to try something new,” Rarity brushed it off, “I'm not breaking dress code, right?”

Honestly, she was technically. That top showed far too much cleavage, and Celestia could see her entire leg almost. She wanted to say something, but the way Rarity was looking right at her, chewing her gum, it was almost daring her.

“I suppose your outfit follows the guidelines, barely though,” Celestia said with a sigh, “I'll let you off with a warning this time, Rarity, but try not to miss too much class anymore, okay?”

Rarity sighed in aggravation, “Dah,” she said getting up, “Can I go now?

“Yes,” Celestia said, “Please head to class.”

Rarity turned and walked out of the office. Celestia leaned back in her chair, trying to piece what she saw together. There was definitely something wrong with Rarity, and if it was what Celestia thought it was, there might not be much that could be done for her.

“Twilight… I wish I had good news for you,” she said to herself, looking at her laptop, forming her next email in her head. She needed to figure out exactly what she was going to tell her young protege, who's mental state was fragile enough as it was. If she knew the truth about her friend…

That she might not be able to save her…

When she left the Principal's office, Rarity turned the closed door and flipped Celestia the finger.

“Piz`da,” Rarity said to herself before walking in the opposite direction of her next class. The only class she enjoyed now was fencing, and she didn't have that today. Besides, there was actually something else she was supposed to be doing. What she needed to be doing was searching for-

“Ahh!” Rarity screamed as someone bumped into her.

“Watch where you're going,” Trixie fussed, “And why are you-”

“Watch where I'm going?!” Rarity shouted glaring at Trixie, “You were one who bumped into me?!”

“Trixie was in deep thought,” Trixie said, “She is a genius, and can at times-”

“Oh would you SHUT UP YOU SELF ABSORBED BRAT?!!!” Rarity shouted. Trixie stopped talking immediately, and just looked at Rarity in shock.

“Um… Excuse me…?”

“You think you run entire school?! Like everyone here is supposed to make way for you?! If you'd pull your head out of your ass you'd actually notice that no one cares!” Rarity leaned in real close to Trixie and narrowed her eyes, “I'm queen of this school, and if you get in my way again I will ruin you, understand?”

“Yes! Yes! Trixie understands!” Trixie said nodding furiously. Rarity put a finger of Trixie's forehead and pushed it back, and sauntered out of the school. Trixie took a few deep breaths before running off in tears. None of them noticed Applejack watching them. She frowned and ran after Rarity.

“Rares, wait up!” Applejack called out. Rarity stopped and turned to Applejack with a suggestive smile.

“Ooh, AJ. Just who I wanted to see,” Rarity said.

“Rares, we need ta talk,” Applejack said seriously.

“Mmm, I don't want to talk,” Rarity said sauntering closer to Applejack, “But there is something I do want to do.”

Rarity grabbed Applejack's shirt and pulled her into a passionate kiss. Normally, Applejack would have loved this, as she was hoping she and Rarity could be more public with their relationship for a while, but this felt different. It felt wrong.

Which was why Applejack lightly pushed Rarity off of her.

“Rares, Ah'm serious,” Applejack said sternly.

“So am I,” Rarity said lustfully, her breathing picking up before she went in for another kiss. After a second, Applejack was able to push her back again and looked right into her eyes.

“Rares, yer outta control!” Applejack said sternly, “Ah saw how ya blew up on Trixie jus' now. What's wrong with ya?”

“Nothing is wrong with me,” Rarity said irritably, “Except being a little tired of people asking me that. First Principal Celestia, and now my own girlfriend.”

“Well, look at yerself,” Applejack said, “Dressin all provocative like, yellin at people fer no reason, you've always been short tempered, but lately it's like yer becomin someone completely different. Ah'm… worried about ya is all. Ever since the scyphozoa finished its upload...”

“You don't think… I'm still with XANA do you?” Rarity asked, sounding genuinely hurt.

“Rares...”

“You said that you trust me!” Rarity fussed, “That wasn't lie, was it?!”

“O-of course not!” Applejack said, “Ah trust ya… really… It's jus...”

“Just what?!” Rarity asked, “Just I attack you on Lyoko and now you think I'm evil, right?!” she turned around burying her face in her hands, “I feel horrible enough as it is! Why are you reminding me of what I did?! Why do you hate me so much?!”

“Rares, listen ta me,” Applejack wrapped her arms around her from behind, “Ah'm sorry, alright? Ah didn't mean ta hurt yer feelins. Ah'm jus scared, fer you, okay? Ah don't think yer evil.”

“You promise to believe in me no matter what?” Rarity asked.

“Without question,” Applejack said tightening her embrace.

“Good,” Rarity said leaning into Applejack's embrace, “I love you Applejack.”

“Ah love ya too, Rarity,” Applejack said, “Now, why don't ya come back ta class. Since we don't have fencin, after school we can go to a movie or somethin.”

“Movie sounds nice,” Rarity said, “But I'm getting headache. I need to go for walk.”

Applejack didn't look convinced, but she sighed nodding, “Alright. Ah'll text ya when Ah'm ready fer the movie, alright? Yer pick, my treat.”

“You are wonderful to me,” Rarity kissed Applejack and walked off. Applejack placed her hands on her hips shaking her head. Something was really wrong with her, and she was going to get to the bottom of it.

Fluttershy hated feeling like this. The sense of not knowing. She had been the first one to look into Rarity's eyes after she had been taken over by XANA. She had expected Rarity to be like a specter: demonic, possessed, and just monstrous. What she saw on Lyoko wasn't anything like she expected. She was still Rarity, just… evil.

And since they had used Return to the Past, she wasn't sure if they could trust Rarity.

She hadn't done anything to them to make them suspicious, but would get upset if anyone actually showed signs of being suspicious. Dash was the first one to interrogate Rarity, and she still wasn't convinced that she was on their side. Pinkie Pie was trying to be… well… Pinkie Pie about it, but even she couldn't hide how tense she got around the older girl.

Of course Applejack continuously vouched for her. That was her girlfriend though, so it was to be expected. Twilight hadn't spoken much about it to Fluttershy, but she could tell that Twilight felt really uncomfortable around Rarity now, who had suddenly begun clinging to her a bit.

It was so bad that Fluttershy could barely focus in class. She hated skipping class, but she just couldn't go into the classroom. She had asked Vice-Principal Luna if she could sit out the rest of her classes, and thankfully she understood. She was actually really nice, as long as you followed the rules of the school, something that Applejack either hadn't learned or just refused to acknowledge.

Yet Fluttershy had heard in passing that Applejack was her best friend.

Fluttershy didn't want to go back to her dorm room, so instead she decided to sit outside on a bench in the schoolyard. The spring breeze was nice and comforting, reminding her of why she preferred the real world to Lyoko. Her thoughts went back to Rarity, who she wanted to have faith in. Still, if what Twilight said was true, then…

“Oh Fluttershy, just who I was looking for.”

Fluttershy flinched slightly, looking behind her to see Rarity leaning on the bench from behind. The way she smiled at Fluttershy seemed to be normal.

“Rarity,” Fluttershy said, “This is a surprise. I was just thinking about you.”

Rarity sighed with a serious expression, “Let me guess, you think I'm still under XANA's control too, dah?”

“Oh no,” Fluttershy said waving her hands, “You say you're on our side, so I believe in you.”

Rarity smiled warmly, clearly touched, “Fluttershy…”

Fluttershy took Rarity's hand as she sat down next to her, and hugged her. This wasn't one of XANA's soldiers. This was her best friend, Rarity.

“So, what are you doing out here?” Fluttershy asked Rarity, who let her go and leaned forward resting her arms on her knees.

“I just finished talking to Principal Celestia,” Rarity said, “Someone else who thinks that I'm suddenly becoming some delinquent.”

“You're just stressed out, aren't you,” Fluttershy said putting her hand on Rarity's back, “We don't know what the scyphozoa did to you, so you're afraid, right?”

Rarity looked at Fluttershy, her eyes watering, “Dah...” Rarity said, “The idea that I could turn on you, and try to hurt you,” she buried her face in her hands breaking down, “I am horrible person, dah?”

“No, not at all,” Fluttershy said turning Rarity to face her and holding her hands, “Listen to me. What XANA made you do isn't your fault. Sure, you're a little short tempered, but you're a very nice and generous person, someone I'm proud to call my best friend.”

“Spasibo,” Rarity sobbed, “Ogromnoye spasibo… Fluttershy...”

“You're very welcome, Rarity,” Fluttershy said pulling her friend into another embrace, “If you're not going back to class, do you want to go for a walk?”

“Dah,” Rarity said nodding, “That sounds nice.”

Fluttershy and Rarity both got up and walked out of the school together, holding hands the entire time. It was nice, seeing such a sensitive side of Rarity. It made Fluttershy feel even closer to her.

Their walk seemed to bring them near the Everfree Mansion, which had become a place very important to them. They had found themselves here a number of times during XANA attacks, but Fluttershy had never really explored it too much.

“You know, its funny that we ended up here,” Rarity said, catching Fluttershy's attention.

“Oh? Why's that?” Fluttershy asked.

“Well, I was meaning to explore this place for a while,” Rarity said, “I think it might be connected to factory, and super computer.”

“You too?” Fluttershy asked, getting a nod from Rarity, “Ever since we found that the secret passage goes here too, I've been wondering if there was anything that would connect me to my past.”

“Does it seem… familiar to you?” Rarity asked.

“A little,” Fluttershy said, “I don't know why though. I've never been here before.”

“Why don't we go inside?” Rarity suggested.

“I don't know...” Fluttershy looked away concerned, “Without the others, it just doesn't feel right.”

“Anything we find we'll share with Twilight, how's that?” Rarity asked, “It will be fine, Fluttershy. I'm here with you, remember?”

“Right,” Fluttershy said taking a deep breath, “Let's go.”

The two girls ran to the gate, going into the mansion.

As per usual, the place was dusty and abandoned. Thankfully no homeless people had moved in, otherwise Rarity would have probably made a fuss. She did that enough as it was.

Fluttershy went upstairs, where Applejack had mentioned she and Luna found some really shocking things. Fluttershy had never gotten the chance to talk to Applejack about it, as the computer needed maintenance when she worked up the courage to talk to her. Maybe this was her chance to figure it out?

The two girls walked to what appeared to be a girl's bedroom. Being in that room filled Fluttershy with really odd emotions. Nostalgia… she had been here before.

“Rarity...” Fluttershy said, “Do we know who's room this is?”

“Nyet,” Rarity said, “Whoever lived here probably had a daughter though.”

They looked around the room. As she walked through it, Fluttershy's heart started racing for some reason. It was like the emotions were there, but the memory wasn't. All she knew was for some reason, being in this room made her want to cry.

“What is this place to me?” Fluttershy asked, her emotions building, “Who's room is this?”

“I… think it's yours Fluttershy?” Rarity said by the bookshelf.

“Mine?” Fluttershy asked, “That's not possible. Like I said, I've never been in this room before.”

“Well, that's not what this says,” Rarity said turning to Fluttershy. She was holding a picture in her hands. Fluttershy looked at the picture, and her mind went blank. In it was a family. An older man wearing a sweater, pants, and sunglasses, an older woman wearing a beautiful white dress,

And finally, Fluttershy saw herself.

“H-how…?” Fluttershy asked shaking her head, “This isn't possible… I'm… I'm a program on Lyoko!”

“Fluttershy-”

“NO!!!” Fluttershy screamed holding her head, “This has to be fake! It has to be! I'm not human! I'm NOT!!!”

She felt like she was trying to remember something, something very important. Whatever that something was though, she got scared and forced it back. It was like when she first saw the scyphozoa. That feeling of something horrible coming.

Rarity ran over to Fluttershy and embraced her, lightly shushing her.

“It's okay,” Rarity said softly, “You don't have to remember right now.”

“R-Rarity...” Fluttershy said leaning into her friends embrace as she tightened it.

“After all,” Rarity continued, “You won't need those memories once my master is finished with you and the others.”

Wait… what did Rarity say?

Fluttershy slowly backed out of the embrace and looked at Rarity, who's warm expression was replaced with a dark and sinister smile.

“Rarity? What are you- AHH!!!” Fluttershy screamed as Rarity turned her around and shoved her up against a wall, pinning her arm behind her.

“I can't believe how easy it was to get you alone,” Rarity said, “You are far too trusting, Fluttershy.”

“You are still with XANA, aren't you?” Fluttershy asked.

“Dah,” Rarity said with a giggle, “Master told me to bring you right to Lyoko, but I wanted to have fun with you first.”

Rarity reached behind a nearby shelf and pulled out a rope, which she used to bind Fluttershy's wrists behind her back. Once that was done, she turned Fluttershy back around to face her, and held her shoulders against the wall glaring dangerously at her.

“Before bringing you to Lyoko, I need to get some things out of my system,” Rarity seethed.

“W-what are you talking-” Fluttershy was cut off as Rarity slapped her in the face, knocking her to the floor.

“You know, XANA helped me realize how I truly feel about you,” Rarity said walking to Fluttershy's side, “Truth is, I do hate you. I hate your VOICE!” she kicked Fluttershy in the side, “I hate how TALENTED you are!” she kicked her again, harder this time, “I hate how EVERYONE in Canterlot High goes crazy over you! Like you're someone special!” she kicked her again, this time poor Fluttershy turned to lie on her side and started crying, “And you just love it, don't you?! Oooh, I bet you just thrive on the attention, attention that used to come to ME!” this time she kicked Fluttershy in the stomach, making her scream out in pain, “I USED TO BE ON TOP!!!! I USED TO BE THE ONE WHO TURNED HEADS!!!! I WAS THEIR QUEEN!!!!” Rarity picked Fluttershy up and shoved her against a wall hard, “But then you had to appear, and ruin everything! That was your plan the moment you came to our school, wasn't it?! WASN'T IT?!!!”

Fluttershy broke down completely, and looked right into Rarity's eyes.

“I'm sorry...” Fluttershy sobbed, “All I ever wanted was to be with Twilight… I didn't mean to hurt you, Rarity… Please forgive me…”

“Forgive you…?” Rarity asked stunned before gritting her teeth in rage, “FORGIVE YOU?!!!!! I just told you how much I hate you, and how I wish you'd just disappear, and you want me to forgive you?!” Rarity screamed in frustration, “You make me SICK!!!! Why are you so perfect?! Why are you so goddamn nice?!”

She threw Fluttershy back onto the floor, this time putting her foot right on her head holding her down.

“The only reason I don't kill you right now is because my master still wants to use you. Honestly, even that enrages me! Fluttershy this and Fluttershy that! It's all anyone ever talks about! Well, after my master is finished with you, I'm going to enjoy ripping you apart!” she grabbed Fluttershy's hair holding her head up a bit, “Pleasant dreams, “Your Highness”,” Rarity said before slamming Fluttershy's head onto the ground, causing her entire world to go black.

“Um, I'm sorry I missed your call… I hope it wasn't too important. If it was, then please leave a brief message and I'll get back to you soon. I promise.”

“Why won't you pick up?” Twilight asked, after calling Fluttershy's phone for the third time. She hadn't seen her or Rarity after class, and it was beginning to worry her. She was sitting in her room right now, waiting for Eos to get in touch with her. She was expecting an email.

What she got was a phone call.

“Hello?” Twilight answered.

“Twilight, it's me,” Eos said, “Can you find Rarity?”

“No, I can't,” Twilight said, “And I can't reach Fluttershy either. She's not answering her phone.”

“That's troubling,” Eos said. Twilight's door opened, and she saw Rainbow Dash, Pinkie Pie, and Applejack run into the room.

“We searched the entire campus,” Dash said, “No sign of either of them.”

“Lulu said she'd ask around,” Pinkie Pie said, “After that she's going to search in her car.”

“Good,” Twilight said, noticing the look of sheer worry on Applejack's face, “Eos, everyone else is here.”

“Good, can you put me on speaker?” Eos requested. Twilight hooked her phone to her computer, so Eos' voice could come out of the speakers.

“Okay, you're set up,” Twilight said.

“Can all of you hear me?” Eos asked.

“Ooh, this is the first time I get to talk to you, Eos,” Pinkie Pie said, “You sound really cool.”

“Well thank you, Pinkie Pie,” Eos said, “But we can all get to know one another at another time. Twilight has shared with me a lot concerning your friend Rarity, and I'm afraid I don't have good news.”

“So, ya know what that jellyfish did ta her?” Applejack asked.

“Yes, I am certain of it,” Eos said, “What XANA did wasn't a mere virus. Based on the symptoms Twilight shared, and my own personal observation, I can confirm that XANA has completely corrupted your friend.”

“Corrupted?” Dash asked, “Okay, I know a bit about computers now, but I still don't get what you mean.”

“What I mean is that she is not merely being possessed by XANA's monsters like a specter,” Eos continued, “For all intensive purposes, that is Rarity, but she has been converted into one of XANA's soldiers. She is fully aware of what she's doing, and is in complete control of herself, but what she wants has been altered.

Pinkie Pie wilted, “So… she isn't our friend anymore?”

Eos sighed, “I'm sorry, Pinkie Pie… but no. She belongs to XANA now.”

“Eos, there has to be something we can do,” Twilight said, “Rarity has been one of us for almost an entire year now. She's saved us, and we saved her in turn. She's a Lyoko Warrior.”

“I've seen what happens when someone is corrupted by XANA,” Eos said sadly, “Once the initial corruption starts, it grows in strength as their new self settles in. Its so much that their form on Lyoko shifts to match their new persona. Once that happens, any measures to save them would be extreme at best.”

“How extreme we talking?” Dash asked, “Like, diving into Sector 5 and getting special file extreme, or “we gotta take her out” extreme?”

Eos was silent for a few seconds before she spoke again, “The only way would be to seal her Lyoko form, effectively severing her connection to the super computer. Doing that would immediately return Rarity to her former self, but at a price.”

“She wouldn't be able to enter Lyoko again?” Twilight asked.

“Not just that,” Eos said, “She would lose all memories concerning Lyoko. This would include her memories of the computer itself, any events concerning it, and anyone she met because of Lyoko.”

That hit everyone hard. Truth was, she became their friend because of the super computer. If she lost her memories of the computer, she'd forget all of them.

Rainbow Dash…

Twilight…

Pinkie Pie…

Fluttershy…

And Applejack…

Everyone was silent, taking that news in. Poor Applejack walked over to her bed and sat down, her expression unreadable. Pinkie Pie sat down next to her taking her hand and caressing it.

“There's another way, right?” Twilight asked, “We don't want to lose Rarity.”

“If there is, I never found it,” Eos said somberly, “Believe me, I wish I could have done something myself… If there was another way, I would have taken it, but…”

“What the hell?!” Dash shouted, “We can't lose Rarity! She's too important to the team!”

“Not just because of how she fights,” Pinkie Pie added, “But she's valuable to us, especially Applejack.”

“Eos...” Applejack said turning to the computer, “Please help us find another way… Ah can't live without Rares… Ah love her…”

“Applejack...” Eos began, “I… I wish I could do more… I will try and help you save her, but… you must be prepared. If you truly love her like you say, then you'll do whatever you have to do to rescue her.”

With that, Eos hung up, leaving the four girls with mixed feelings. Before anyone could say anything, Twilight's phone rang again, this time showing Rarity's number. Everyone looked at one another briefly before Twilight slowly answered her phone.

“Hello?” Twilight asked.

“Hello darling,” Rarity said, “You sound so tense. Is everything okay?”

“Rarity, we know,” Twilight said, “You're work for XANA now, don't you?”

Rarity sighed, “Well, I already outed myself to Fluttershy, so there's no point in hiding it anymore.”

“Where is Fluttershy?” Dash asked, “If you hurt her I'll-”

“You'll what, Rainbow Dash? Kill me? That's not very friendly, now is it?” Rarity asked tauntingly.

“Rares, please tell me that it ain't true,” Applejack pleaded walking up to the computer, “Please tell me that yer not really one of XANA's soldiers now.”

“AJ, I...” Rarity said before shaking it off, “Come to factory. Truth is, I only need Twilight, but I know all of you will come with her.”

“Damn right we will!” Dash said, “And when we get there-”

“You'll do nothing,” Rarity said, “Otherwise, I'll run Fluttershy through with my blade, killing her.”

“Rarity, please don't!” Twilight begged, “I don't want you to be our enemy! Please come back to us!”

“Why? So you can all ignore me in favor of her?” Rarity asked, “Nyet, I will not come back. I'll be waiting for you.” Rarity hung up her phone.

“Are we going?” Pinkie Pie asked.

“Yes, we're goin,” Applejack said, “Ah know Ah'm goin.”

“We're all going,” Dash said, “Twilight, call Lulu and tell her to come to the factory too. I think we're going to need everyone for this.”

“Agreed,” Twilight said getting up and turning to Applejack, “We have to save Fluttershy first. We'll figure out what to do concerning Rarity afterward, okay?”

“Yeah, got it,” Applejack said. The four girls ran out of the school and to the factory, heading right to the secret passage.

“Hey,” Rarity said lightly slapping Fluttershy's face to wake her up, “Wake up.”

“Mmm...” Fluttershy opened her eyes and looked around. They were now in the computer room, and she was sitting on the floor against a wall. Her wrists were still tied behind her, but she also now had another rope wrapped around her arms and waist.

“You know how to make computer work, right?” Rarity asked.

“I do...” Fluttershy said somberly.

“Show me how to go into Lyoko,” Rarity demanded, but Fluttershy just looked down in sadness, “That wasn't a request!”

“I'm not helping you help XANA,” Fluttershy said.

“You can't delay this,” Rarity said reaching behind her and pulling out something that terrified Fluttershy.

A gun.

“W-where did you get that?” Fluttershy asked.

“Not important,” Rarity said examining the black firearm, “What is important is that it's loaded, and I'm not above killing you to get what I want.”

“XANA needs me though,” Fluttershy challenged, “He won't let you kill me.”

Raity laughed, “Nyet, he just needs you as leverage. Once security section of Sector 5 is opened, you lose your use, but I can threaten your life to get what I want. This is just easier than trying to clear security alone, which I am not above doing,” she pointed the gun to Fluttershy's head, “Now if I were you, I'd start cooperating.”

“I… won't!” Fluttershy said, “You're my friend, Rarity, and I'm not going to help you betray the others!”

“Friend? When will you get it?!” Rarity whacked Fluttershy with the gun, “I hate you, Fluttershy!”

All Fluttershy could do was sob. Seeing Rarity hit her, talk down to her, and treat her like this hurt Fluttershy more than anything that had happened to her. XANA was truly horrible, taking away her best friend and turning her into someone so awful.

The elevator clicked on, alerting the two girls that they were about to have company. Rarity smirked and stood up, placing a foot on Fluttershy's shoulder and pointing the gun at her. When the elevator opened up, Twilight, Applejack, Rainbow Dash, Pinkie Pie, and Luna all ran into the computer room, stopping in shock when they saw their position.

“Rarity!” Luna cried out, “What is the meaning of this?!”

“I'm pretty sure that's obvious,” Rarity said, preparing the gun to fire, “Twilight or Rainbow Dash, I don't care which one it is, someone is going to transfer Fluttershy and I into Lyoko.”

“What if we refuse?!” Dash asked.

“Obviously I'll kill Fluttershy,” Rarity said.

“You wouldn't!” Pinkie Pie urged, “You're not that kind of person, Rarity! You're kind, and generous, and-” Rarity pointed the gun right at Pinkie Pie and fired. Pinkie Pie screamed and fell back as the bullet just missed her head. Dash and Luna ran over to her aid while Twilight and Applejack just stared at Rarity in horror.

“Believe me, I would,” Rarity said, “Now, do I have your attention?”

“Rarity...!” Dash seethed, “You almost killed Pinkie Pie…!”

“Yes, I did,” Rarity said simply, “and if anyone tries anything I don't like, I actually kill Fluttershy.”

Dash glared at Rarity in not just anger, but hatred. Their friendship was probably destroyed at that moment.

“Go on then!” Rarity said looking at the group, “Turn on super computer, and send us to Lyoko, NOW!”

Twilight closed her eyes and walked over to the computer. She didn't move for the longest time, but eventually she set up the transfer.

“Where do you want to go?” Twilight asked softly, shocking everyone.

“Mountain Sector, close to edge,” Rarity said.

“Alright...” Twilight said, wiping tears from her eyes, “I've prepared the scanners. Head downstairs, and I'll transfer you.”

Rarity smiled, “Good girl. At least someone here understands situation. Come along, Fluttershy,” Rarity picked Fluttershy up, and walked over to the elevator, pointing the gun at everyone to keep them from getting in her way. Once inside the elevator, she met eyes with Applejack, who just looked at Rarity in devastation.

Once the elevator closed, Dash went over to Twilight and grabbed her by her shirt angrily.

“What the hell are you doing?!” Dash asked, “You can't take her to Lyoko!”

“She has Fluttershy!” Twilight cried, “Remember what I said, saving Fluttershy comes first! I didn't see you rushing over there to do anything!”

“That bitch fired at Pinkie Pie! Believe me, when I get my hands on her-”

“We're not hurtin Rares,” Applejack said, shocking Dash who now glared at her.

“Nuh uh! You are not defending her!” Dash shouted.

“She's under XANA's control! She don't know what she's doin!” Applejack argued.

“She knows exactly what she's doing!” Dash shot back, “Right now, thanks to Twilight here, she's bringing Fluttershy to her new master XANA! As far as I'm concerned, Rarity just proved who side she's on, and I'm going to kill her and XANA for this!”

Applejack grabbed Dash by the collar of her shirt, “You lay one finger on Rarity an' Ah swear Ah'll rip ya apart!”

“Then let's go then!” Dash shouted, “I'll take you out too! Hell, I'll fucking take on everyone in this goddamn room to get to-”

“STOP IT!!!!!!”

Everyone stopped and turned to Pinkie Pie, who was crying in Luna's arms.

“We're supposed to be friends! It's bad enough that XANA took Rarity, I don't want to lose everyone else!” Pinkie Pie sobbed. Luna looked up at Applejack and Rainbow Dash and glared at them.

“You all realize that this is what XANA is trying to do, right?” Luna asked, “By taking Rarity like this, he creating a rift in the team. Dash, I know that you're angry, but lashing out at everyone isn't the answer. Also, you're not the only one who's having a hard time with this.”

Dash looked down in shame.

“And you, Applejack,” Luna said, “Same thing. You're supposed to be the leader, and as the leader you can't let personal feelings alter your judgment. I know that Rarity is your girlfriend, and you want to save her, but currently she's siding with XANA, and we don't know all of the details. Truth is, we might not be able to bring her back. You don't want to hear it, but its the truth.”

Applejack looked away from everyone, trying her hardest to hold in her tears.

“Twilight, prepare the transfer,” Luna said, “We'll figure out what to do about this, but for now you made the right judgment call.”

“Thank you,” Twilight said turning to the computer, “Rarity, if you're ready, I'm beginning the transfer.”

“Dah,” Rarity said pushing Fluttershy into a scanner watching it close. She then walked into another scanner right as it closed.

“Transfer Rarity… Transfer Fluttershy… Scanner Rarity… Scanner Fluttershy…” Twilight's expression was unreadable as she pressed the enter key, “Virtualization...”

When Fluttershy rendered and landed in the Mountain Sector, she was immediately bound again by black chains. She turned around to see Rarity standing behind her, but she looked different.

Her Lyoko form was still a knight, but the armor was now black and purple instead of white and purple, and it was a little bulkier with sharper edges. Her hair now sported the white highlight in the real world, and instead of a broad sword she had a large buster sword hooked to her back.

“Lead way,” Rarity demanded, holding the other end of the chain binding Fluttershy. Fluttershy sighed and walked to the edge of the sector. It took a little time, but eventually they arrived.

“Twilight, type in the code,” Rarity ordered.

Twilight said nothing. Instead, she opened up the chariot program.

THESEUS

The chariot came out of the digital sea and scooped up Rarity and Fluttershy, taking them to the center of Lyoko.

HOLOSPHERE SYSTEM

ACTIVATED

Once they arrived in Sector 5, a biker rode up to them. The monster stepped off the bike and saluted Rarity.

“Thank you, dearie,” Rarity said kissing the robotic rider on the cheek. She then yanked Fluttershy over to her and lied her down on the bike before getting on herself leaning over Fluttershy.

She then rode to the highway, heading to Security Level 6, the last level.

“While she's doing that,” Twilight said, “We need to figure out what we're going to do.”

“She's going to clear the security section,” Luna said, “Doesn't that mean XANA will be able to access it himself?”

“It does,” Twilight said, “Whatever is there he wants, and he'll be able to get it once we open the pathway to where Fluttershy's data is.”

“Maybe that's why he took Rarity,” Applejack said, “So she could get the thing that XANA wants in the security section.”

“No, that's not it exactly,” Dash said, “I think its more so to be a body guard while he gets what he's after.”

“We can't access the core section until we clear the security section,” Twilight said, “We could wait until Rarity clears the security section and then rush to the core section to beat her there.”

“What about Fluttershy's data?” Pinkie Pie asked, “If we clear the security, XANA will be able to take that too, won't he?”

“It ain't safe ta leave it alone,” Applejack said, “Honestly, Ah think it might be better ta have someone go in after Rares an' devirtualize her before she clears the security. XANA won't take action without her.”

“If we use Return to the Past, we'll also force XANA to reboot,” Twilight said, “That way we'll have more time to figure out what to do concerning Rarity,” she looked at both Dash and Applejack, “Whether we save her, or disconnect her from the super computer.”

“That means we need ta save Fluttershy so she can access a tower,” Applejack said, “We can't use Return ta the Past without one, right?”

“Until I make a program to access towers directly from here, no,” Twilight said, “Eos would know how to do that, but she has enough on her plate as it is.”

“So, are we going in or what?” Dash asked.

“We are,” Twilight said, “All of us. Lulu, once we're in, open the file to send our Tera-Bikes to us.”

Luna nodded as Twilight set up the delayed transfer. Once she was done, she and Luna switched places and they four teenagers ran to the scanners. This time, each one of them chose a scanner. Once they entered, the scanners closed and automatically got to work scanning the girls and connecting them to their avatars. When their work was done, they disappeared from the real world and were immediately pulled into Sector 5.

Once they arrived, their Tera-Bikes appeared next to them. They jumped on their Tera-Bikes and rode off, none of them saying a word to each other. This was more serious than any of their missions before. Who would have thought they'd have to fight one of their own.

Once she arrived in the security section, Rarity stopped and looked up at the spiraling staircase. At the top was a platform with a large white pillar of light in the center. Floating all around the staircase were mantas, and Flutterhshy saw a couple of creepers scattered around.

Fluttershy struggled with her bindings for a bit, until Rarity yanked her forward.

“No use trying to escape,” Rarity taunted, “Chains can't be broken by force. Only if I lose concentration.”

Rarity motioned for two mantas to fly down to them, and she waved a hand changing the chains binding Fluttershy. Now the chain that Rarity was holding was replaced by two chains hooked to the mantas, who flew straight up carrying Fluttershy, who looked down at Rarity pleadingly. Rarity smirked at Fluttershy and began walking up the stairs, but stopped when she heard something behind her.

She turned to see Rainbow Dash, Pinkie Pie, Applejack, and Twilight ride into the room, stopping their Tera-Bikes next to Rarity's. Applejack got off her bike first and ran up to the stairs.

“Rares!” Applejack called out. Rarity gritted her teeth looking up at Fluttershy, who was too high to hit with her sword, and she couldn't risk hitting the mantas. She swore to herself and then ran up the stairs. Applejack took off after her.

Dash, Pinkie Pie, and Twilight followed, but Dash and Twilight were focusing more on the mantas that were carrying Fluttershy.

At about halfway, Applejack caught up to Rarity and jumped on top of her.

“Snap outta it Rares!” Applejack said, “Ya ain't one of XANA's!”

Rarity screamed and pushed Applejack off of her. She stood up pulling out her new buster blade, and slammed it down toward Applejack, who rolled out of the way just in time. Applejack loaded her shotgun and pointed it at Rarity, but hesitated.

“Ah know this won't kill ya,” Applejack said, “but Ah still don't wanna do this! Please don't make me shoot at ya Rares!”

In response, Rarity charged up energy in her blade and slashed at the air sending a black shock wave at Applejack, who ducked just in time. Pinkie Pie ran up and jumped over Applejack, rolling into a ball mid air.

“Homing Attack!” Pinkie Pie shouted, launching herself at Rarity, who blocked the incoming attack with her sword. She then pushed Pinkie Pie back, but she flipped mid air and landed next to Applejack.

“Rarity, you're hurting Applejack!” Pinkie Pie said, “Please come back to us! You're our friend!”

“Nyet!” Rarity shouted. She charged over to Pinkie Pie and slashed wildly. Pinkie Pie jumped and flipped out of the way as Dash and Twilight ran past them.

“Hey AJ! Shape up!” Dash ordered, catching her attention, “We need help saving Fluttershy!”

Applejack looked back at Rarity as she fought Pinkie Pie, wishing she could do something. She then remembered what Twilight kept saying to them. Fluttershy came first.

Applejack forced herself to her feet and ran up the stairs. As they ran up, the creepers started firing at them.

“Behind me!” Twilight ordered. Once Dash and Applejack were behind Twilight, she held both of her hands out shooting two large blasts at the two creepers in front of them, killing them instantly.

Applejack fired at the creepers across from them with her shotgun, while Dash used her Super Sprint ability to charge up at high speed going after the mantas carrying Fluttershy. As she ran though, another manta hit her in the back knocking her down.

Rainbow Dash: 40 HP

Rarity kicked Pinkie Pie back away from her and slashed her in half with her blade, instantly devirtualizing her.

Pinkie Pie: 0 HP

Despite the situation, when Pinkie Pie's scanner opened up, she looked really bummed out.

“Shoot...” Pinkie Pie pouted, “First one to die again?”

Rarity ran up the stairs as fast as she could holding her buster sword on her shoulder. She stopped and fired a shock wave out of her sword at Rainbow Dash, who didn't see it.

“Dash, behind you!” Fluttershy cried out. Dash looked behind her to see the attack, but Applejack was the one who pushed her out of the way just in time.

“Ya alright?” Applejack asked Dash, who looked really surprised.

“Y-yeah,” Dash said, “Listen, sorry for earlier, I-”

“Let's talk about it after Fluttershy is safe,” Applejack said helping Dash up and turning to Rarity, “Ah'll hold her off. You go an' help Twilight save Fluttershy.”

“Got it!” Dash said sprinting off at high speed. Applejack began firing her shotgun at Rarity, who blocked with her sword and continued running after Dash and Twilight.

“Damn it!” Applejack swore running after her.

Dash threw a kunai at one of the manta carrying Fluttershy, but it only did minor damage.

“Shit,” Dash said, “I need to get up there in order to get to-” she felt a sharp pain in her chest. She looked down and saw Rarity's sword thrust though her, “Rarity...”

“You are level too low to face me,” Rarity said with a smirk, watching Rainbow Dash devirtualize.

Rainbow Dash: 0 HP

Once Dash was gone, she turned her attention to Twilight, who was charging up magic in her entire body. Rarity fired her shock wave at her, getting her in the back and knocking her down.

Twilight: 10 HP

“TWILIGHT!!!!” Fluttershy screamed.

Twilight turned around to see Rarity standing over her pointing her sword right at her face.

“Master wants to kill you personally,” Rarity said, “But he said nothing about me devirtualizing you in the most painful way possible.”

“Why are you doing this to us?” Twilight asked, “Don't you remember? We're your friends!”

“Oh I remember,” Rarity said, “But I also remember you all putting Fluttershy before me!”

“That's not-”

“You and everyone else in school!” Rarity fussed, “You say that I'm special, that I'm important, but if you had to choose between me or Fluttershy, you'd choose her! You'd always choose her!” she began crying, “I hate Fluttershy! I hate Canterlot High! I hate you! I hate EVERYONE!!!” she raised her sword above her head, “But I'm going to love doing this!”

“RARITY!!!!” Twilight screamed. Right before her blade could make contact, Applejack's bullet hit her knocking her away from Twilight.

Rarity: 190 HP

“Twilight, get Fluttershy outta Sector 5 an' activate Return ta the Past!” Applejack ordered, “Ah'll hold her off!”

Twilight nodded standing up. She then spun around charging up her energy and lifting her arms into the air. Once she was fully charged, with her back facing her enemies, she leaned all the way back lifting her leg in the air and spreading her arms out, firing two large lasers from her hands killing the mantas holding Fluttershy and destroying the chains too.

Fluttershy screamed as she fell, but Twilight ran under her and caught her.

“Oh Twilight, thank you!” Fluttershy said.

“You're not just protecting me, remember?” Twilight said smiling at Fluttershy, “Applejack, I'm going!”

“Careful!” Applejack said, “Ya can't take anymore damage!”

“I know!” Twilight said running to the edge and jumping off. Thankfully she and Fluttershy landed right on her Tera-Bike and rode off.

Rarity ran over to the switch to break the security, but Applejack got in her way and whacked her with her gun.

Rarity: 185 HP

Rarity tried slashing at Applejack with her sword, but she ducked out of the way and fired at her again, but this time Rarity blocked and was just pushed back.

Applejack followed up by running after her firing at Rarity continuously, but Rarity spun around slashing her with her buster sword.

Applejack: 20 HP

Applejack fell back against the pillar the switch was on, and Rarity sauntered over to her.

“You're weak, Applejack,” Rarity said, “You can't beat me or Master XANA.”

“Ah don't care 'bout beatin XANA right now,” Applejack said forcing herself to stand, “All Ah want is ta bring ya home!”

“I am home!” Rarity shouted charging at Applejack, who charged over to her. Rarity tried slashing Applejack with her sword, but Applejack managed to block the blade with her shotgun and held her in place.

In the Forest Sector, Twilight and Fluttershy's Tera-Bike emerged from the Way Tower and rode toward the nearest tower to the east. As they rode, hornets flew after them and fired at them.

“Twilight!” Fluttershy cried out.

“I see it!” Twilight said, “We're almost- AHH!!!” Twilight screamed as a hornet got a lucky shot in, knocking her off her Tera-Bike.

Twilight: 0 HP

“Oh no! Twilight! TWILIGHT!!!” Fluttershy screamed running over to Twilight, who's body began breaking up devirtualizing. Before she could move though, another hornet fired point blank at Fluttershy knocking her to the ground.

Fluttershy: 60 HP

Fluttershy lied on the ground, feeling hopeless as the hornets hovered around her, as if taunting her. She couldn't do anything. Surrounded by XANA's monsters, Rarity probably close to devirtualizing Applejack, and with no way of defending herself, there was nothing she could do to stop XANA.

“Twilight...” Fluttershy sobbed, “I'm sorry I'm so weak… I'm sorry I couldn't defeat XANA… Rarity is right… I'm a horrible person...”

When Twilight ran into the computer room, she saw Rainbow Dash sitting at the computer, Pinkie Pie standing over her shoulder looking really worried, and Luna pacing back and forth biting her nails nervously.

“How bad it is?!” Twilight said rushing over to Dash.

“Applejack is down to her last few hit points, Rarity's got double health, and for some reason Fluttershy isn't moving!” Dash explained.

Twilight looked at the screen, seeing Fluttershy surrounded by three hornets, and two krabs were approaching her location.

“Oh no!” Twilight cried, “No no no no no no no!” Twilight switched places with Dash as Luna walked over to her.

“Can't you make something for her like a weapon?!” Luna asked frantically.

“Yeah! You programmed higher senses into my avatar!” Pinkie Pie said, “Can't you do something similar?!”

“Don't you think I've tried?!” Twilight asked, “Fluttershy doesn't have enough memory though, so she can't handle anymore programs! If we had that data from Sector 5 I could probably, but there's no way Applejack can get that to Fluttershy in time!”

“Even if we did, XANA would still get what he wants!” Dash fussed, “Goddamn it!”

“Fluttershy, can you hear me! Fluttershy answer me!” Twilight urged.

“Twilight...” Fluttershy sobbed, “I'm sorry… I can't go on...”

“What do you mean you can't go on?!” Twilight asked.

“Rarity belongs to XANA now, you and the others can't get back into Lyoko, and I can't fight my way out of this! Please Twilight, just end it! Pull Applejack out and turn off the super computer!”

“If we do that though, you and Rarity will-” Pinkie Pie said.

“Rarity is already XANA's slave!” Fluttershy said, “She knows what she's doing! She hates me, that's why she's hurting all of you! I'm the reason any of this is happening!”

“Fluttershy...” Twilight said, looking down and crying herself.

“Twilight, I'm begging you, turn off the computer! You have to!”

“I… I...”

“PLEASE TWILIGHT!!!! JUST END IT!!!! I'M NOT EVEN A REAL PERSON!!!! I'M JUST A COMPUTER PROGRAM!!!! I DON'T BELONG IN THE REAL WORLD ANYWAY!!!!”

“That ain't true at all!” Applejack shouted from her section. Everyone was surprised and turned to the screen showing Sector 5.

“Apple…jack?” Twilight asked.

“Ah heard everything, an' Ah can't let ya do that to yerself! Ah wanted ta tell ya fer the longest, but yer not a program!” Applejack said blocking Rarity's sword slashes, “Lulu an' Ah found a picture in the Everfree Mansion, an' it has you on it!”

Fluttershy's mind went back to that picture. She remembered seeing that with Rarity. But that wasn't possible. She was a part of Lyoko, she had always been on Lyoko. She was able to deactivate towers, and if she died she didn't go back to the real world like the others.

“That's not possible!” Fluttershy cried, “I've lived on Lyoko all my life! I'm a computer program! An anti-XANA program!”

“No Fluttershy, that's wrong,” Luna's voice said from the real world.

“Fluttershy, I don't understand it all myself, but what AJ said is right. The girl in that picture was definitely you,” Luna continued.

“Shut up…! SHUT UP!!!” Fluttershy screamed, “YOU'RE WRONG!!!! THAT GIRL ISN'T ME!!!! SHE CAN'T BE ME!!!!”

“Fluttershy, yer name was on the back of the picture!” Applejack said, “Ah know its hard ta believe, but it's the truth! Fluttershy, yer not a program on Lyoko! Yer a human!”

“If that's true...” Twilight said before sitting back up, “Then you need to live! You need to get up and continue living!”

“But… I...”

“Besides, you promised me!” Twilight said, unable to hold in her tears, “You promised that no matter what, you'd always come home to me! You can't die! I won't let you die! None of us will let you die!”

“Damn right!” Dash chimed in, “If you're human, then that means you belong out here with us anyway! This is your home, not Lyoko!”

“Either way, you need to discover the answers yourself, but you can't do that if you die!” Luna added.

“I don't want to lose you, Fluttershy!” Pinkie Pie cried, “It's bad enough with Rarity, but you're my friend too!”

“Yer life is important! Jus' as important as mine, Rarity's, Dash's, Pinkie Pie's, Lulu's, and Twilight's!” Applejack said, strained as she was still fighting Rarity apparently.

“This is why you have to get up!” Twilight said, “Why you have to live, and keep on living! You matter to us! We love you! I love you!”

“SO GET UP AND FIGHT!!!!” Twilight screamed to Fluttershy, who was still lying on the ground trembling.

She was so weak. Here she was ready to quit, yet her friends were still fighting. They hadn't given up, even though the situation was utterly hopeless. She was always weak like this, wishing they'd just turn off the super computer and end all of this. A few times she went to the factory by herself and almost turned it off by herself. That was the easiest way to end it.

But it wouldn't end it, would it? Someone would just turn the computer back on and this whole thing would start all over again, right? That's why they needed to destroy XANA once and for all. But they needed her in order to do that. She was the only one who knew out to deactivate towers, and she still knew the most about Lyoko and how it functioned.

Also, she had to protect her beloved, special friend.

“I'll do it…!” Fluttershy said tightening her fists and forcing herself to her knees, “I'm done being weak…! For Rarity, for Twilight, for my human life! I'll fight you XANA!” she looked at the krab before her gritting her teeth, “I'm done running away from you XANA! If you want my friends, if you want my world...” She got to her feet and braced herself, “If you want me XANA, the COME AND GET ME!!!”

At that moment, something really odd happened on the computer. Fluttershy's avatar information came up on its own, and it was showing her memory rebuilding herself on its own.

“What the hell…?” Dash asked.

“Twilight, what's happening?” Luna asked.

“I don't believe this, but Fluttershy's avatar is… fixing itself!” Twilight said.

“Fixing itself? Was it broken?” Pinkie Pie asked.

“Remember, she's missing vital data,” Twilight said, “That data is still missing, but the missing memory on Fluttershy's avatar is repairing itself! If this data is correct...” Twilight looked it over and looked shocked, “Fluttershy has weapons now!”

“WHAT?!!!” Everyone shouted at the same time.

“Fluttershy, remember what you told me!” Twilight said, “Do whatever you feel is natural!”

“Whatever is natural...” Fluttershy said holding her hand out. She closed her eyes, and a large white bow that looked like angel wings almost appeared in her hand. Using her other hand, she created a single arrow out of light and pulled it back, firing it at the krab right in front of her.

It died instantly.

“Holy shit!” Dash shouted, “You guys saw its life, right?!”

“She just OTKed a krab!” Pinkie Pie cheered jumping for joy, “Fluttershy just became a freaking tank!”

“Go!” Twilight shouted, “Get to the tower!”

Fluttershy nodded and ran forward, still firing her new arrows at any monster that flew up to her with amazing accuracy. It was as if she had always done this, like she was a natural at it.

Right before she reached the tower though, a megatank rolled up in front of her. Normally she would run away from this, but not this time. She'd never run away ever again. Not even against one of XANA's strongest monsters.

“You don't scare me anymore, XANA!” Fluttershy said, her voice sounding stronger than usual, “Now its my turn to protect my friends like they protected me!”

Fluttershy VS Megatank

The megatank opened up and fired its attack, but Fluttershy jumped to the side out of the way. She fired at the monster, but it closed to defend. The arrow exploded on contact though, and the force pushed it back a bit.

The megatank opened up again and fired, but this time Fluttershy decided to try something new. She spun around turning into static and vanished, appearing at the megatank's side. She then fired at it again with her arrow knocking it to the side and close to the digital sea.

Fluttershy created another arrow, this time not firing immediately. She waited until the megatank opened up to attack, and then launched her attack right at its eye impaling the monster. Once it exploded, Fluttershy made her bow vanish and ran to the tower, phasing into it.

Fluttershy ran to the center of the tower, and allowed herself to be lifted slowly to the upper platform. Once she landed, she calmly walked over to the console and began typing on it. As XANA didn't activate a tower, she didn't need to use Code: LYOKO this time, so she just sent the data to Twilight.

Once she received it, Twilight pressed the enter key activating the program, “Return to the past, NOW!” Twilight shouted.

In Sector 5, Rarity finally slashed through Applejack, devirtualizing her.

Applejack: 0 HP

She walked over to the switch, but was engulfed in a bright light before her hand could touch it.

“NO!!!!” Rarity screamed as she was pulled out of Lyoko, sent back to the real world and where she was when the day began.

At the start of the day, Twilight, Rainbow Dash, Pinkie Pie, Applejack, and Luna were running through the school frantically searching for Rarity. They checked everywhere; the dorms, the classrooms, the rec room, the schoolyard, Applejack even asked Trixie if she ran into her.

After a few minutes to an hour of searching, everyone gathered around a bench outside disappointed and confused.

“Where is she?” Luna asked.

“Think she's still on Lyoko?” Pinkie Pie asked.

“Eos already checked on her computer,” Twilight said, “She isn't in any sector on Lyoko, and she was definitely pulled out too with Return to the Past.”

“Then she just ran away?” Dash asked.

“She needs the super computer in order to get to Lyoko,” Twilight said, “She won't go too far. We'll find her, and we'll save her.”

“Ah hope so,” Applejack said somberly, “Rares...”

“Hello everyone,” Fluttershy said walking to the bench. Twilight shot up and ran over to Fluttershy embracing her.

“Fluttershy! Are you okay?” Twilight asked.

“Overall yes,” Fluttershy admitted, “But I'm worried about Rarity.”

“We already searched all over the school,” Dash said, “She isn't anywhere here. Damn cunt… when I get my hands on her, I'll-”

“No Dash, that's wrong,” Fluttershy said. Dash looked at Fluttershy incredulously.

“Fluttershy, she's with XANA now! You saw her!” Dash said.

“Yes, I did,” Fluttershy said, “And she said some very hurtful things to me. However, I also know who Rarity really is. Even if she does hate me, she wouldn't work for XANA on her own free will. XANA did something to her, and we need to fix it and save her. Her life matters just as much as mine.”

Dash sighed, realizing that Fluttershy was right.

“So, what do we do then?” Dash asked.

“We get that data from Sector 5,” Twilight said, “She'll show up either way if we break the security.”

“That's risky,” Luna said, “If we do that, then XANA will...”

“Yes, that's true,” Twilight said, “But I have a theory about what that data is. If we're going to separate Fluttershy from the computer, we need that data, and we need all of us if we're going to save Rarity.”

Twilight and everyone turned to look at Applejack, who was looking down trembling. None of them missed the tears falling from her eyes.

Dear Eos,

We couldn't save Rarity this time sadly, but we did learn quite a bit about Fluttershy. Apparently, she's really a human being. You knew, didn't you? You always knew that Fluttershy was human.

I want to ask why you never told me, but I think I understand why. If you had told me then, I wouldn't have been able to understand it. Did you know Fluttershy personally before you shut down the computer ten years ago? What was your relationship with her?

What was she like before? Was she the same as she is now, or was she different?

I have so many things I want to ask you now, both about Fluttershy and Rarity. There's something else that's bugging me about this though. You know so many people that I know. Not only do you know Fluttershy, but XANA claimed that my Vice-Principal was Selene. That would mean you also know Vice-Principal Luna.

I know this is dangerous for you, but I need to know now. I trust you Eos, really I do, but there are so many inconsistencies that I need to know who I've been talking to all this time. Please tell me.

Who are you?

Sincerely,
Twilight Sparkle

Twilight finished writing her email for the night and was about to go to bed. She didn't expect to receive a reply so soon though.

Dear Twilight,

I finished a program that might, MIGHT be able to rescue Rarity, assuming she isn't too far gone already. If the corruption has taken hold too much, then this program won't be able to work as it requires that she remember her relationships with her friends and family.

I want to give you this program as fast as possible, but its too big to send via email. So I've put it on a flash drive so I can give it to you…

In person.

I'll be at Suger Cube Corner waiting for you. Come alone, Twilight.

Your friend,
Eos

Twilight wasted no time getting dressed. She first ran to the secret passage to get her scooter, and then rode off to Sugar Cube Corner as fast as possible. This was major. She would finally learn who Eos was. Sure, it could be a trap, and her mother had always warned her about things like this, but she and Eos had been friends for months now.

She could trust Eos. She knew she could trust Eos.

When she arrived at Sugar Cube Corner, she saw a few patrons sitting there. She wondered which one was Eos. Her heart was racing. Would Eos be how she imagined? Was Eos actually a woman? Was Eos older than her? How much older?

She took a deep breath and walked inside the cafe/bakery. She looked around, not seeing anyone that stood out. She stopped when she saw Principal Celestia sitting at a table right at the door drinking a cup of coffee. When she looked up at Twilight, her heart shot out of her chest. She was breaking curfew so bad right now.

“Um… Principal Celestia...” Twilight said fearfully.

“Hello Twilight,” Celestia said with a soft smile.

“I… uh… know that I'm not supposed to leave the dorms so late, but...”

“You're here to meet a friend, right?” Celestia asked. Twilight sighed in defeat. She knew she was caught.

“I can probably meet them later,” Twilight said sadly, “I can call them and tell them-”

“Twilight,” Celestia cut her off, “Please sit down.”

Twilight was surprised, but when she looked at Celestia, she looked serious, and a little sad. Twilight gulped and slowly sat down across from Celestia, who continued to drink her coffee.

“Am I… in trouble…?” Twilight asked.

“Not at all, Twilight,” Celestia said, “You're curfew will be excused tonight, as we have a lot to discuss together.”

“Huh… Principal Celestia, what do you-” she stopped when Celestia reached into her coat pocket and put something on the table.

A flash drive…

Twilight looked at the flash drive in shock, and then slowly looked up at Principal Celestia, who went back to her coffee.

“Principal Celestia… what is…?”

“That's the program I created,” Celestia said, “Put that in someone's weapon, and have them devirtualize Rarity. If the program works, she'll emerge from Lyoko back to normal.”

It wasn't possible. She knew about Rarity, the program, and Lyoko. But that would mean that…

“Principal Celestia… What is…?”

“It's me, Twilight,” Celestia said putting her mug down and looking right at Twilight, “I am Eos.”

Ending Theme: Can't Fight The Moonlight

Author's Note

Drama bomb for the win! This is probably my favorite episode so far. Hope you enjoy this chapter. I'm going to try and have episode 16 out later this week, but I might end up using this early start to take a break for the week.

Of course, if you really want to help keep this story going, and help your supreme ruler in her quest for world domination, then come here to support my Patreon.

16: Faith

Theme Song: A World Without Danger

16: Faith

She knew that her parents were worried about her, but she couldn't go back home. There was no way she'd be able to steal her Dad's gun in broad day light a second time. Hell, she got lucky the first time.

So instead, she waited until nightfall. Master XANA promised to have a surprise for her later, which she looked forward to. She liked getting gifts, and her new master had given her so much. A new, stronger form on Lyoko, new weapons, new powers, and the confidence to let out her true feelings. All her parents and “friends” ever gave her were stress, fake smiles, and the pressure to be someone she wasn't.

Rarity loved XANA so much.

At night, Rarity began making her way home. For a second she just stood there, looking up at the large two story house. Truth was, they had enough money to live in a mansion, but her parents had preferred to live in a simpler abode, which had always annoyed Rarity to no end.

Well, with XANA's help she'd get her own mansion.

She walked to the door and pulled out her keys. Thankfully they hadn't changed the locks yet. If she could get her Dad's gun and hold out for at least forty-eight hours she'd be able to keep it even if they used Return to the Past like last time.

Those damn bitches! There was no way they'd let her back onto Lyoko with the same trick. According to XANA, Fluttershy had miraculously gained the ability to fight too. Rarity was really tense and afraid, but XANA had comforted her.

Don't fret, my child. I had prepared for such an occasion. Stay hidden for now, and act at night. We will strike them again soon.

She remembered how sure of himself XANA was. He didn't have to question it. He knew that he would be prepared, and that he could get what he wanted. Rarity was learning so much about XANA. He was fascinating, and in his own way, beautiful. For something like him to exist was both terrifying and miraculous.

Now inside, she tip-toed through the halls, carefully making her way to the special place where he hid his 9mm pistol. She prayed that it was still there, and that she'd be able to hack into the safe to get into it.

The safe was there in the study right where she found it the first time. Putting her ear to the safe, she slowly and carefully hacked her way into the number coded lock. Thankfully the code was still the same. Once she opened it, she was pleased to see the black semi-automatic weapon right where she found it.

She smiled to herself and picked it up, placing it right in her purse. After closing the safe, she began making her way back out of the house, careful to not make a whole bunch of noise as to wake up-

“Rarity?”

Shit! She didn't want anyone to see her, let alone her little sister! Slowly, she turned around to see her little sister standing in the hall in her silk pajamas, holding her teddy bear. She looked at Rarity in both shock and happiness, showing that she must have been really worried.

That, honestly did make Rarity sad, the thought of hurting her little sister.

“Sweetie Belle...” Rarity said softly. Immediately Sweetie Belle ran over to Rarity and embraced her.

/I knew you'd come home!/ Sweetie Belle whispered happily.

/I'm sorry I worried you, sister,/ Rarity said returning the embrace.

/Where were you? Mommy and Daddy were really upset./

/Well, I got a new job,/ Rarity said kneeling down in front of Sweetie Belle, /In fact, my new employer is expecting me to get back to him as soon as possible./

/So… you're not staying…/ Sweetie Belle asked sadly. Seeing her so disappointed made Rarity's heart feel funny, but she pushed it aside. She had a mission to accomplish.

/Sorry Sweetie Belle, but no. I can't stay,/ Rarity said, /I need you to keep this meeting a secret for me, okay?/

/I can't tell Mommy or Daddy that I saw you?/

/No, you can't. If they knew, they'd ask you a bunch of complicated questions, and I don't want you involved in this,/ Rarity explained.

/Rarity, you're scaring me. You sound like you're going to do something really bad,/ Sweetie Belle said.

Was she? No! She was doing the right thing! Her master had saved her from a life of mediocrity and loneliness! He gave her a new purpose! He wasn't evil! He was the only thing in her life that was still good! By now, even the one person who promised to never leave her probably hated her now.

Applejack…

/Trust me, Sweetie Belle,/ Rarity said caressing her sister's cheek, /Can you do that for me?/

/Yes, Rarity,/ Sweetie Belle said sadly. She and Rarity hugged again, /I love you, Rarity./

/I love you too, Sweetie Belle,/ Rarity said. She kissed her sister on the forehead and sauntered out of the house. She knew that Sweetie Belle would probably cry for the rest of the night, and she did care, but she still had a job to do.

Once she was outside, her phone buzzed, showing a text message.

Were you able to get the weapon?

“Dah,” Rarity said, “It's in purse right now,” her phone buzzed immediately with another text.

Good work, Rarity. I know that this is icky work, but you need a means of defending yourself in the real world, and carrying a sword with you would attract too much attention.

“I know,” Rarity said, “Ugh, it's going to be harder getting to Lyoko now.”

Not necessarily. Remember that surprise I promised you?

Rarity nodded. An electric surge shot out of the phone and engulfed Rarity. It was painful, but when it stopped Rarity felt information being sent through her. What in the world was this?

“Master?” Rarity asked slowly, “What did you do to me?”

You now have one of the five source codes used in Lyoko. With it, you have knowledge of how to use the super computer. You can come and go in between Lyoko as you see fit from now on.

“Oh master...” Rarity said smiling tearfully, “Spasibo…”

The world has thrown you away, Rarity, and treated you cruelly. But I am kind. Your so called friends expected you to stand and fight for Fluttershy. All I require... is that you kneel.

Those words, they were the words of a truly just lord and master. One who required nothing more than his servants complete servitude. XANA loved her, and she loved XANA in return.

XANA was her lord and master forever.

Twilight couldn't believe it. She had been talking to Eos for months, discussing programs, sharing her fears, and emailing her about even mundane things. She had truly begun to see Eos as a dear friend. At the same time, she had known Celestia for years, as she and her father were close. She had given Twilight a full scholarship to Canterlot High, and had become somewhat of a mother figure to her.

To know that Eos and Celestia were the same person...

“You look shocked,” Celestia said simply.

“That's a huge understatement...” Twilight said, not looking the older woman in the eyes yet. She couldn't. She didn't know how she felt, knowing that Eos had been so close to her for so long, and probably knew who she was from the beginning.

“I imagine you have questions,” Celestia said, “I promise, I'll answer as many of them as I can.”

Twilight bit her lip and met eyes with Celestia, asking the first question that came to mind.

“Did you know that I was the one who reactivated the computer?” Twilight asked.

“I knew that someone had done it,” Celestia said, “When the first Return to the Past had activated, I knew it had been turned back on. I didn't know that it was you for certain until that time when your friends vanished, and even then I needed to hear you talking to Fluttershy on your computer for me to fully know.”

“Why didn't you come forward sooner?” Twilight asked, “Try to stop me, or help me more directly?”

“Because I couldn't let XANA know that I still remembered,” Celestia said, “All of us went into hiding after the incident ten years ago, and we tried to forget it ever happened.”

“Can you tell me who the other Architects are?”

Celestia shook her head, “I'm sorry Twilight, but I can't put them in any danger. I can confirm that Luna is indeed Selene though.”

Luna was one of the creators of Lyoko? Then, why didn't she remember anything about the super computer? Why wasn't she immune to the return trips to the past until Fluttershy scanned her into the computer?

“Come,” Celestia said getting up, “Let's go for a walk.”

Twilight watched Celestia for a second, and then stood up and caught up with her. The air that Celestia was giving off was odd to Twilight. It was sad, yet free at the same time. The kind of air one gives off when they know they're going to…

“Principal Celes-”

“Please Twilight, you don't have to be so formal,” Celestia said, “We're friends, remember? You can call me Celestia, Tia, why, you could even continue calling me Eos if that's easier for you.”

“A-alright, Eos,” Twilight said, “Why doesn't Luna remember that she's one of the Architects of Lyoko?”

“She doesn't remember because I don't want her to remember,” Celestia said seriously, shocking Twilight.

“But why not?” Twilight asked. Celestia sighed sadly before speaking again.

“Because of a terrible mistake,” Celestia said, her voice shaking as she fought tears, “One of many that I made. Because of that mistake, Luna was… captured by the scyphozoa...”

Twilight's eyes were wide when she realized what happened.

“And… corrupted...” Twilight said.

“Yes Twilight, she was corrupted, just like Rarity,” Celestia said, “I didn't catch it until it was too late though. Just like Rarity, she seemed normal at first. Maybe a little short with people, but Luna was always short tempered.”

“A lot like Rarity then,” Twilight sighed.

“It turned out that Luna was jealous of me,” Celestia said, “You see, we had begun the project together, but I sort of took off with it. I received all of the attention for programming and creating the computer, while Luna was pushed aside in favor of more of a combat oriented position.

“I had thought she would be happy like that. She always loved video games, even as an adult. In fact, it was Luna who came up with the game like mechanics of Lyoko. I figured she felt more comfortable there, but she actually did want recognition for her part in its creation. It wasn't until the corruption took full effect that I learned just how much my sister had grown to loathe me.”

“Luna, why are you doing this?!”

“There doesn't need to be four living Architects of Lyoko!” Luna screamed holding Celestia up against the wall, “I'm all XANA needs! I alone will aid in his expansion across the network, and I will rule over ALL!”

Celestia shuddered as the memory of that day came back to her. She and Twilight stopped right outside the Everfree Mansion, where Celestia looked up at the building in sadness.

“We had no choice,” Celestia said, “Chaos, Proteus, and myself fought her in Lyoko, where her power had grown to the point where she was an extension of XANA himself. She and XANA had bonded to the point where their thoughts had even become one. Chaos and Proteus both devirtualized, leaving just Luna and myself. Our fight was violent, as I had the final key to Lyoko, which kept XANA from expanding out of Lyoko and into the open network.”

“Is that was XANA wants?” Twilight asked, “To expand beyond Lyoko?”

Celestia nodded, “XANA is a multi-agent program that grows in power as long as there's room. From the super computer he already has enough access to every machine and living thing on the planet. If he weren't confined to Lyoko he would be able to easily take over the planet.”

“How in the world did you defeat him the first time?” Twilight asked, “I mean, he had Luna.”

“Well, I had help,” Celestia said, “Someone you know very well came to our aid at the last minute.”

It only took a few seconds for Twilight to know exactly who she meant.

“Fluttershy...” Twilight said. Celestia nodded.

“Her father, Sombra, was Thanatos, Architect of the Mountain Sector… and the one who created XANA.”

“Wait, Fluttershy's father created XANA?!” Twilight asked, “I thought you made him!”

“Oh no, XANA was a creation of Sombra's. Originally, he was meant to act as an overseer of the system. He wasn't intelligent like he is now, just automated. However, one day I began using Return to the Past frequently in order to improve the computing power of the computer.”

“Return to the Past improves the computing power of the super computer?” Twilight asked, afraid of what that meant.

“Yes Twilight, and it's exactly as you fear. Not only did that improve the power of the super computer itself, but it also improved XANA as well, to the point that he gained the ability to learn, think, and even feel. Sombra and I got into a huge argument about this. Once I learned what was happening to XANA, I felt it would be wiser to shut down the program, but Sombra wanted to see it through until the end. Eventually, he paid the price for that thought, as he was the first one XANA killed.”

“Oh no...” Twilight said covering her mouth in horror. Fluttershy's father was dead. Killed by XANA himself.

“We had tried to use Return to the Past to rescue him,” Celestia said, “But when we did, his body had vanished, apparently discarded completely. Because of this, Fluttershy was now completely alone. She had already lost her mother in a horrible accident, and now because of me she had lost her father as well,” Celestia wiped her eyes and walked onward, this time leading Twilight in the direction of the factory.

“When Fluttershy learned the truth, she volunteered to aid us in stopping XANA and saving Luna,” Celestia continued, “Unfortunately, by then it was too late. XANA had completely taken over Luna, and had full control of the system. With both Chaos and Proteus down, Fluttershy had no choice but to go in herself. She held XANA and Luna off while I prepared a program to get Luna.”

“Fluttershy fought XANA by herself?” Twilight asked.

“Her power was unlike anything I had ever seen,” Celestia explained, “Her Lyoko form was so powerful that she became almost a goddess within Lyoko. I figured it was because of her desire to stop XANA no matter what. Still, she could only harm Luna. XANA couldn't be stopped as Luna was only connected to XANA.

“With Fluttershy's help I was able to recover the five source codes of Lyoko, and I turned them into a weapon against XANA. I had no idea of the drawback of doing something so drastic,” Celestia stopped at the bridge and looked out into the water, “Using the source codes had turned Fluttershy into an intimate part of Lyoko's systems. The computer now thought that she was a program within Lyoko, and trapped her in Sector 5. From there, the scyphozoa captured her, and began taking the source codes back from Fluttershy.

“I managed to take the key of Lyoko and sealed it in the core section of Sector 5, but with Fluttershy now stuck in Sector 5, there was nothing I could do to kill XANA. I used the super computer to seal Luna's Lyoko powers away, and disconnected her from the super computer. From there, I did the only thing I knew I could do to stop XANA, something that I should have done a long time before then...”

Twilight didn't need to hear the rest of Celestia's story. She knew exactly what she had done. She turned the computer off, knowing full well that she was condemning Fluttershy to a life of being alone within the super computer.

Celestia broke down falling to her knees, “I'm a coward...” she sobbed, “I couldn't fight XANA, so instead I ran away, abandoning a girl who had lost everything… I told myself that I had done the right thing, but that's was me just lying to myself… I ran… and went into hiding… I became a school principal… and tried to forget everything… Even now, instead of fighting XANA myself, I'm forcing one of my students to do it for me… all because I'm too afraid of XANA to face him on my own…”

“Eos...” Twilight said, unable to believe what she was seeing. This was a woman she had looked up to for years, and was the epitome of strength. Yet right now, Twilight didn't see that strong woman.

She saw herself.

Celestia was just like her. She had all of the same fears, and even the same regrets. This woman had opened the door to something that was better off left alone, and just like Twilight, she was at the point of no return. The only difference was that when faced with the choice to keep fighting XANA or run away, Celestia chose the latter. She chose to run away.

Twilight had chosen to fight.

“I understand...” Celestia continued through her tears, “If you've lost all respect for me… If you swore to hate me forever, then I'd accept it...” she looked up at Twilight in pure devastation, “I never should have created that computer… or Lyoko… Thanks to that, now you and your friends are paying for my mistakes… I'm sorry Twilight…” she closed her eyes and broke down again, “I'm so sorry!”

Her sobs were deep and heavy, the kind one cries when they're completely broken. Twilight had no idea what Celestia was like before all of this, but the woman lying before her was a mere shadow of her former self. Twilight thought about what she'd do if she were in Celestia's shoes. Truth was, she wouldn't have made the same choice. Even then, she knew she'd fight for Fluttershy.

That didn't mean she didn't understand why Celestia chose to run away.

Twilight knelt down next to Celestia, and embrace her, shocking the inconsolable woman.

“Twilight…?”

“In the eyes of the world, maybe you are a coward,” Twilight said, “but I understand why you turned off the computer. Truth is, I've wrestled with the idea of running away a few times myself. But I didn't, not just because of Fluttershy, but because of you.”

“M-me…?” Celestia asked, “What did I do…?”

“Are you kidding? Every time I gave up hope, you were right there, urging me to keep going. You believe in me, which is why instead of telling me to run away, you're pushing me and my friends to fight,” Twilight pulled out the flash drive Celestia gave her, “Even now, you're helping me save my friend before she ends up like Luna. And… even though you did create something horrible, and even if XANA is your fault, I do have to thank you.”

“Thank me? Why?” Celestia asked turning to Twilight in shock, “I've all but completely ruined your life!”

Twilight shook her head, “No, you helped me gain a life. It's thanks to that computer and XANA that I met Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity. They're my best friends, and its because of you that I even have them in the first place,” Twilight embraced Celestia tighter, “Thank you so much, Eos.”

“Oh Twilight!” Celestia said returning the embrace. They stayed like that for a few minutes, Celestia letting out all of her tears, which was something she must have wanted to do for ages. She probably held in her sadness for ten years.

She had always been a rock for Twilight. Now it was Twilight's turn to be her rock.

As the next day was Saturday, Twilight asked to meet Applejack, Pinkie Pie, Rainbow Dash, and Fluttershy in the Everfree Mansion. They were surprised that she didn't invite Luna, but when she dropped the news on them they immediately understood.

“Wait, so Eos is our principal?!” Dash asked.

“I was surprised too,” Twilight said, “She didn't tell me who all the Architects of Lyoko were, but she did tell me two. I now know who Selene and Thanatos are.”

“Well, who are they?” Applejack asked.

“First of all, Thanatos was a man named Sombra,” Twilight said looking at Fluttershy, “Your… father.”

“My father?” Fluttershy asked, “He's one of the Architects of Lyoko?”

Twilight nodded, “Sadly, when XANA went berserk, he killed him. Fluttershy, I'm sorry.”

Fluttershy looked down, her expression unreadable.

“Are you okay?” Pinkie Pie asked taking Fluttershy's hand.

“It's funny,” Fluttershy said, “I feel sad, but I don't feel as sad as I should. It's like mourning the death of a stranger.”

“Well, we still haven't gotten your memories from Sector 5 yet,” Dash said, suddenly realizing what that meant, “Holy shit, that means when we do get those back...”

“Lettin ya stay like this might be kinder to ya,” Applejack said, “Are ya sure ya wanna remember all that?”

“I… do,” Fluttershy said, “I owe it to my father. The only piece of him left is my memory. Even if it hurts, I want to remember what it was like to have a father.”

“So, if Fluttershy's old man was Thanatos,” Dash said, “Who is Selene?”

Twilight took a deep breath, “Luna.”

Even though they all heard that before, to get confirmation like that was still really shocking.

“So… XANA was tellin the truth?” Applejack asked.

“I don't think XANA ever lies,” Twilight said, “I'm not even sure he can lie, which is scary. But yeah, Luna is Selene.”

“If that's the case, then why doesn't she remember anything?” Dash asked.

“Because she ended up like Rarity, right Twilight?” Fluttershy asked. Twilight nodded gravely.

“Remember what Celestia told us about disconnecting Rarity from the super computer? Luna is an example of what that would look like,” Twilight said, “According to Celestia, the final stage of corruption is when the person becomes a full on extension of XANA. Their thoughts meld completely with XANA's thoughts, essentially turning that person into XANA incarnate.”

“XANA wants a body,” Applejack reasoned, “A permanent body he can use that won't be bound to a tower like a specter.”

“Exactly,” Twilight said, “But that's not his ultimate goal.”

“This is going to suck, isn't it?” Pinkie Pie asked, “The final boss' main goal is always screwed up.”

“He wants to expand into the living network,” Twilight explained, “If he does that, he'll easily be able to control everything.”

“If he has a human body also, he'll have control of both the real world and the virtual world,” Fluttershy said, “Twilight, we have to rescue Rarity now. Not just because she's our friend, but to stop XANA from getting into the real world.”

“So where is XANA anyway?” Dash asked, “Like, his real body or something we can shoot at?”

“That's… the scary thing Dash,” Twilight said, “I don't think XANA has a body.”

“So what, he's jus' some formless entity that can see all?” Applejack asked.

“I think so,” Twilight said, “He's a multi-agent program, meaning he exists as multiple pieces that expand and connect. He might have a single source that he branches from, but that's probably being heavily guarded. Not even Celestia knows where it would be.”

“That's concernin,” Applejack said, “How do ya fight somethin that don't have a physical, or in our case, virtual form? Ah'm startin ta think the only solution is ta jus' shut the damn thing off,” Applejack turned to Fluttershy, “After we get yer memories back.”

“That's not going to cut it,” Dash said, “Remember, we found it by sheer chance and turned it on. Someone is going to turn that thing back on if we shut it down, and then this whole thing will start all over again.”

“Dash is right,” Twilight said, “We can't take the easy way out, no matter how tempted we are. XANA was created, so he can be destroyed,” Twilight looked down, “Besides, we can't forget that the key XANA's searching for is in the core section, being guarded by the security section, where Fluttershy's memories are. The second we get those memories…”

“XANA's gonna get the key to Lyoko,” Dash said, “Goddamn it...”

“But we need to get Fluttershy's memories, right?” Pinkie Pie asked, “Hey! What if we try and find XANA's source thingy before getting Fluttershy's memories?”

“Cause we need everyone ta fight XANA, whenever we do,” Applejack said, “We gotta save Rares first, an' we can't afford ta have Fluttershy dyin on Lyoko.”

“Also, I'm pretty sure XANA's source, assuming he even has one, is guarded deep in Sector 5. This means we need to clear the security anyway if we're going to even touch XANA,” Twilight said.

“Gotta say,” Applejack sighed, “He's good. He's planned this perfectly. There ain't a loop hole anywhere.”

“Nope, I checked,” Twilight said, “His plan is actually perfect. The only way we can get what we need, is to give XANA what he needs.”

“Fuck that shit,” Dash said simply, “I'm not just going to sit here and let XANA win. There has to be something we can do.”

Twilight thought to herself, “Well, maybe once we clear the security, someone can intercept XANA by stealing the key first.”

“That would mean running into Rarity though, right?” Fluttershy said, “I know XANA would use her just in case we try this.”

“It does,” Twilight said, “According to Rainbow Dash, her new Lyoko form starts out with two hundred hit points instead of the normal one hundred. Also, her new weapon can kill all of us in one hit regardless of our defenses. The person who intercepts her will have to be able to stand up to her for at least a few minutes until the rest of us get there.”

“I volunteer,” Dash said, “I'm the fastest one in Lyoko, and I have long ranged attacks. I can keep her busy while you guys get there.”

“Perfect,” Twilight said, “We're going to be really crippled when we go in today. Fluttershy can fight now, which is good, but she's still in danger of dying if she loses her hit points.”

“This means all of us are gonna have ta go in,” Applejack said, “Dash, can ya use the stalled transfer?”

“Yeah, I can,” Dash said, “But that would still mean we're going in blind unless we get Luna. Besides, transferring directly into Sector 5 is harder.”

“Especially if you're trying to log into a completely different part of Sector 5,” Twilight said, “I may have a solution to that though. She's not going to like it, but its the only thing I can think of.”

“Absolutely not,” Celestia said to Twilight, who was standing across from her desk.

“You're the best one for the job,” Twilight said, “For this mission, we need everyone to enter Lyoko, including me, and you created Sector 5, so you know how to navigate and get Dash right to-”

“I said no!” Celestia shouted, making Twilight step back a bit. She caught herself and sighed, “Twilight, I'm sorry. I didn't mean to snap at you, it's just...”

“Why?” Twilight asked, “Why are you so afraid to go back there?”

Celestia got up and walked over to her office window, looking outside, “XANA doesn't know I'm still connected to the super computer. He would have no way of knowing for certain unless I'm actually in the computer room. Once I go back there, he'll know… and he might...”

“Come after you?” Twilight asked, Celestia just let her silence speak for itself, “Believe me, I understand. XANA is hunting me too, and I wouldn't wish that on anyone else. But you're always pushing me to keep fighting, despite how afraid I am. He's winning right now, just with the fact that he has you in hiding,” Twilight turned to the door, “I won't ever stop believing in you, Eos.”

With that Twilight walked out of the room. Celestia slammed her fist against the wall in frustration. She wanted to be there for Twilight, but…

“You're not going to seriously let her down, are you?”

Celestia turned to see her dearest friend standing by the door with his arms folded. Discord.

“Jon, I...” Celestia averted her eyes, “I can't go back there. You know that. XANA will know that I'm still connected, and he might then go after you and Chrysalis.”

“I can take care of myself,” Discord assured, “And I wish XANA good luck in finding little Chrysie. She's pretty good at covering her tracks.”

“That's for sure,” Celestia said sitting down, “But if you're so sure, why don't you go and help her?”

“Because first of all, I didn't make Sector 5,” Discord said, “All I made was a measly forest. Also,” Discord walked over to Celestia's desk and took her hand, “She didn't ask Chaos for help. She asked Eos. That girl believes in you, Celestia. Even now, she still has faith that you'll probably come to your senses and help her,” Discord patted her hand and walked over to the door, “Besides, she's scared enough as it is, and you didn't have an orbital laser fired on you. Who do you think has more reason to be afraid right now?”

With that he left the room. Damn that man. She loved him, but at the same time she couldn't stand him. Still though, as per usual he was right. Twilight was being so brave right now, willing to face XANA even after seeing first hand what he was willing to do. Celestia on the other hand continued to hide. She kept condemning herself for being a coward, yet she wasn't ready to stop being a coward.

Celestia sat up, and pulled out her cellphone. She knew she'd have to face the music sooner or later, so she might as well get this part out of the way.

“Hello, Luna? Where are you? Oh, you're on your way to the girl's workshop? Great. I'll meet you right at the bridge of the factory. Lulu, it's okay. I know what's going on. I know you're confused, but right now I need you to trust me, okay? Good. I'll see you there.”

There wasn't a point in trying to stop Luna from being there. In fact, asking her to not go would seem even more suspicious. She'd have to tell Luna everything probably after this. She'd be upset. She'd probably hate her after this, which was fine.

She hated herself enough as is. One more person hating her wouldn't make much difference.

Twilight slowly walked to the factory. She didn't feel like taking the secret passage, and since they weren't in too much of a hurry there wasn't a need to. On the way there, she walked past a particular lake, where she saw Applejack lying down.

This must be her and Rarity's special spot, Twilight thought to herself.

She walked over to Applejack and sat down next to her, not saying anything for a while. Actually, it was Applejack who broke the silence.

“She an' Ah officially met in a duel, ya know?” Applejack said.

“Really?” Twilight asked.

“After Fluttershy texted her the first time, she got suspicious. She waited till Ah was in the gym practicin and challenged me to a duel. She said that her condition was that if she won, Ah had ta tell her who Fluttershy was, but if Ah won, she had ta go on a date with me.”

“So who won?” Twilight asked, even though she had a feeling she knew.

“Damn right it was me,” Applejack said, “Ah made a promise to ya that Ah'd keep yer secret no matter what, so Ah wasn't about ta lose.” she started blushing, “An' Ah really wanted that date, alright?”

Twilight laughed, louder and more genuine than she had in a while.

“All through the fight though, Ah felt sadness comin from her. She was lonel.”

“That doesn't surprise me,” Twilight said, “Last year, she was always alone, even more than me. People at least tried to befriend me. No one knew how to approach Rarity. She was foreign, and came off sort of mean. She was still voted hottest girl in the school, and a lot of guys tried to ask her out on dates, but like I said, she turned them all down.”

“Ah think that's why she was so eager ta join us,” Applejack said, “She saw a chance ta make friends, so she went for it.”

“XANA uses the person's negative feelings to corrupt them,” Twilight said, “For Luna, it was her jealousy for her sister. Think for Rarity, its her loneliness?”

“Ah think so,” Applejack said, “She probably felt like we were only her friend as long as she was helpin us on Lyoko.”

“Horribly enough, I never really thought much about that,” Twilight said, “Actually, I don't think I ever asked to hang out with her at all beyond when there was a meeting or an activated tower.”

“Ah was sort of the only one who did,” Applejack admitted, “But she an' Ah were an item, so yeah...”

“When we get her back, we have to all try to be better friends to her,” Twilight said, “XANA may have started this, but we're all partially to blame. Well, except for you.”

“Naw, Ah'm jus' as much ta blame,” Applejack said, “Sure, she's one of my closest friends, but that friendship still started out as me tryin ta basically get in her pants too. Ah'm jus' like everyone else, 'cept Ah'm a girl an' a lot more patient.”

Twilight thought to herself, and then pulled out the flash drive Celestia gave her, “Eos gave me this program. It's the program that can bring Rarity back.”

“It is?!” Applejack asked sitting up.

“She said that there's still a chance it won't work, depending on how far the corruption has progressed. To use it, we have to install it into someone's avatar, and have them devirtualize her. Applejack… I think we should install it into your avatar.”

“Twilight...” Applejack looked down somberly, “Ah don't know. My attacks don't do a whole lotta damage ta her new armor. You an' Fluttershy should be the ones to-”

“No Applejack,” Twilight said putting the flash drive in her hand, “The program only works if she can remember her friends and family. You're the closest one to her. This program is yours, Applejack. I know you can save Rarity.”

Applejack looked at the flash drive, and then nodded, “Well, Ah am her hero after all.”

“Come on,” Twilight stood up and helped Applejack up, “The others are already waiting for us at the factory.”

“What about Eos? Were ya able ta...”

“Honestly I don't know,” Twilight said, “We might need to come up with another plan, but I want to believe in her.”

“Ah hope yer right,” Applejack said, “Tryin ta do this without Eos' help is gonna be hard.”

The two girls made their way to the factory, where they got a surprise at the bridge. They saw Celestia and Luna both standing at the bridge. Celestia looked pretty relaxed, while Luna looked tense and somewhat confused. When they saw Applejack and Twilight walking up to the bridge, Celestia smiled and waved to Twilight.

“You came!” Twilight called out running into Celestia's arms.

“Yes, well I couldn't let you do all the fighting,” Celestia said, “I see you haven't told Luna about me?”

“No, I… wasn't sure how to go about it,” Twilight said looking worried, “Um… I'm sorry that I...”

“It's alright Twilight,” Luna said rubbing her arms, “I'm not upset at any of you for keeping this a secret from me. Tia assured me that you only just found out, so I understand.”

“We'll talk about it later,” Celestia said looking at Luna, “I assume everyone else is already inside.”

“Yep,” Applejack said looking at her phone, “Ah jus' got a text from Dash. Turns out Rares is also already in Lyoko too.”

“How did she even get in without Twilight, Flutterhsy, or Dash's help?” Luna asked.

“By now, XANA has probably given Rarity access to a source code,” Celestia said, “This means she'll be able to connect with the computer in the same manner as Fluttershy. She'll also know how to use the super computer.”

“As far as we know she's been waiting for us all night,” Twilight said, “I wonder why she doesn't just go into Sector 5 and clear the security on her own?”

“She can't,” Celestia said, “Even if she can get into Lyoko, she can only get into Sector 5 either with the chariot, or if someone else is already in Sector 5.”

“Then we better hurry,” Applejack said, “She's waitin fer us ta get inta Sector 5. Chances are XANA will transfer her whenever we clear the security.”

Everyone ran into the factory, Applejack and Twilight leading the way. Both girls grabbed onto the ropes and swing down to the elevator. Celestia laughed shaking her head when she saw that.

“What is it, Tia?” Luna asked.

“You don't remember,” Celestia stepped back, “but this used to be your favorite part besides actually fighting.”

Celestia then jumped onto a rope and swung down to the elevator like a pro. Luna grimaced watching that and then followed after her older sister. The four of them went into the elevator and took it to the computer room, where they saw Fluttershy sitting at the computer, Dash and Pinkie Pie both standing behind. Pinkie Pie was the first one to turn to see them entering.

“They're all here!” Pinkie Pie cheered running right up to Celestia and shaking her hand, “You already know me, since you're my principal and all, but I still feel like reintroducing myself to you, as I'm meeting you as Eos for the first time, so hi! My name is Pinkamena Diane Pie! But my friends all call me Pinkie Pie! Can I call you Eos?”

“Um… sure I guess…?” Celestia said/asked. Twilight walked over to Fluttershy and Dash.

“Where is she?” Twilight asked.

“Ice Sector,” Fluttershy said, “But her signal is weird. She's reading as one of XANA's monsters now. I think she's literally connected to XANA now.”

“Meaning he can move her around as much as he sees fit,” Twilight said, “That's not good.”

“Don't lose hope yet,” Celestia said walking up to the computer, “Just because she's connected to XANA now doesn't mean the corruption is complete. Have you all decided who's going in to the security section?”

“Everyone but me,” Dash said, “I'm going to the core section.”

Celestia nodded and switched places with Fluttershy, “Once the others are in, I can send you into Sector 5 directly in the direction of the core section. Once there, you have to protect the key no matter what. XANA doesn't need Rarity to get the key.”

“Right, gotta remember that,” Dash said.

“If everyone is ready, head down to the scanners,” Celestia said, “I'll act as mission control. Lulu, just in case I'm needed in Lyoko, you're my back up, okay?”

“O-okay,” Luna said, looking away and biting her lip.

“Um, Principal Celestia?” Fluttershy asked, “Before we go into Lyoko, I'd like to ask you a question.”

Celestia tensed up a bit before turning to Fluttershy, “Yes sweetie?”

“My father was one of the Architects of Lyoko, right? What was your relationship with him?”

Celestia looked down somberly, “He was… a very close friend, someone that I cared for a lot.”

An expression of understanding came over Fluttershy, and she hugged Celestia, “That's all I needed to know. I hope I remember you fully real soon.”

“Me too,” Celestia said returning the hug, “And for what it's worth, I'm sorry.”

“You did what you had to do,” Fluttershy said, “In the end, I met Twilight and the others because of it. I don't think I'd be mad even if I had my memories.”

Fluttershy ran to the elevator where everyone else was waiting for her. Dash went over to the side of the room to stretch while Luna went over to Celestia.

“Tia… about this room… did you and I-”

“Later, Lulu,” Celestia said, “I promise I'll answer all of your questions when we get some time alone, okay?”

“Okay,” Luna said with a sigh. Celestia's phone beeped with a text from Twilight, telling her that they were ready.

“Haven't done this in a while,” Celestia said stretching her fingers, “Let's hope I remember how to do it.

“Transfer Twilight!” Celestia said as Twilight nervously stepped into her scanner.

“Transfer Pinkie Pie!” Celestia said as Pinkie Pie practically skipped into her scanner.

“Transfer Applejack!” Celestia said, Applejack walking into her scanner looking more determined than ever.

“Transfer Fluttershy!” Celestia said as Fluttershy slowly walked into her scanner.

“Scanner Twilight!” Celestia continued, connecting Twilight to her avater, which Celestia was surprised by how beautiful it was.

“Scanner Pinkie Pie!” Celestia said, connecting Pinkie Pie to her avatar. She wasn't surprised at all, but did wonder why she was wearing a collar. She briefly looked at Dash and chuckled to herself before continuing.

“Scanner Applejack!” Celestia said, installing the anti-virus program into her avatar while connecting Applejack to it. Funny how a so called “delinquent” had a law enforcer as an avatar.

“Scanner Fluttershy!” Celestia said, connecting Fluttershy to her avatar, which brought back terrible memories.

Once she was finished, she set in the coordinates, and pressed the enter key, “Virtualization.”

In the Forest Sector, Applejack, Twilight, Pinkie Pie, and Fluttershy all rendered in the air and were dropped to the ground near the edge. They wasted no time running to edge of the sector, where the chariot was already rising out of the digital sea toward them and scooped them up, taking them to the center of Lyoko.

HOLOSPHERE SYSTEM

ACTIVATED

Once the chariot dropped them off, they saw their Tera-Bikes all parked next to them already.

“Wow, she's fast,” Pinkie Pie said going over to her hot pink Tera-Bike, “You need to get that fast, Twilight.”

“She is a master programmer,” Twilight said getting on her Tera-Bike with Fluttershy, “It might be a while until I'm as fast as her.”

“Eos, what are we lookin at ahead?” Applejack asked.

“The room is still the same,” Celestia said, “But there are mantas flying all around the room. Also, Rarity's signal has vanished from the tower she was in.”

“That means its go time,” Twilight said, “Send Dash in to the core section.”

“Understood. Be careful, everyone. Just because you can't die doesn't mean be reckless. We need everyone to rescue Rarity.”

“Aw, we'll be fine,” Pinkie Pie said starting up her Tera-Bike, “I think we leveled up enough for this stage at least.”

Pinkie Pie rode off ahead. Twilight and Fluttershy rode after her, but Applejack stayed behind for a bit praying to herself.

“Wait fer me Rares,” Applejack said, “Ah'll bring ya home. Ah promise.”

She then rode after her friends, quickly catching up to them.

“So, did you ever go into Lyoko?” Dash asked Celestia.

“Yes, a few times,” Celestia said, “But my role was always navigation, so I usually stayed behind. Wondering what I turned into?”

“Yeah, I was curious,” Dash said, trying not to sound too eager.

“How can I describe it?” Celestia said thoughtfully, “Imagine what a Greek goddess would look like. That's kind of what I look like. Actually, my form is pretty similar to Twilight's.”

“What, is that like the universal egghead form?” Dash asked, quickly catching herself, “Um… no offence, Principal.”

“None taken,” Celestia said, “And you're not too far off. One's form in Lyoko is based on their subconscious thoughts, and their powers are based on the way they think. Applejack's form for example is probably from her desire to protect those close to her while still living by her own rules.”

“So do you know why Pinkie Pie turns into a cat then?” Dash asked, clearly something she had been wondering for a while. Celestia couldn't help but laugh at Dash's obliviousness.

“Well, cats are very affectionate,” Celestia asked, “And she tends to cling to a certain someone a lot.”

The way Celestia looked at Dash made the latter blush, “We're both straight, in case you're wondering.”

“That doesn't mean she doesn't love you,” Celestia said, “Speaking of, its you're turn to go in.”

“Right! Can't wait for Rarity to get here first!” Dash said running to the ladder and climbing down. Celestia immediately got to work.

“Transfer Rainbow Dash!” Celestia said as Dash ran into her scanner.

“Scanner Rainbow Dash!” Celestia continued, connecting Dash to her avatar. Ninja just made sense to her, “Virtualization!”

She pressed the enter key, and Dash disappeared from the scanner, instantly sent to Sector 5.

Though the dome she appeared in looked the same at first, she quickly noticed a difference as two passages opened up. She figured the side she wanted was the core section.

“Better hurry,” Dash said running to the core section. The way there was pretty straight forward, and nothing stood in her way. She eventually arrived in an open area with a large door in the far end of the room. The door was light blue, glowing, and had a darker blue XANA symbol on it. She figured that was where XANA wanted to access.

“Neat place,” Dash said walking forward, “I suppose all that's left to do is-”

“Dash! To your left!” Celestia cried out. Dash looked to her left and immediately flipped out of the way as Rarity's buster blade slashed down toward her. Rarity swing wildly at Dash, who jumped, flipped, rolled, and even blocked to evade her. This lasted for a few seconds to a minute until Dash jumped away from Rarity.

“Aw, tired already?” Rarity asked, “I'm just warming up, you know?”

“Look, even though you tried to kill Pinkie Pie yesterday, I'm willing to put this past us since you and I are supposed to be friends,” Dash said.

“Friends, right,” Rarity said, “That's why you were ready to kill me yesterday? Because we're friends?”

“You shot at Pinkie Pie!” Dash said gritting her teeth, “Think I was going to let that slide?!”

“Oh no, I mean before that!” Rarity said pointing her sword at Dash, “When you found out that I was at factory you were first one to threaten me! You had no reason to believe I had hurt Fluttershy, but you still treated me like enemy because Fluttershy was in danger! All you care about is her or Pinkie Pie!”

Dash wanted so badly to tell her off, but she was right. She had acted rashly, and on impulse, treating Rarity like an enemy even before they learned the whole thing. Dash hated the taste of humble pie, but it was becoming something of a constant meal for her.

“Look, I'm sorry, okay?” Dash said, “I'll admit, that time I was wrong… Fluttershy is important though, and-”

“Fluttershy, Fluttershy, FLUTTERSHY!!!! THAT'S ALL YOU EVER TALK ABOUT!!!! WHAT ABOUT ME?!!! AM I NOT IMPORTANT TOO?!!!” Rarity screamed, tears building up in her eyes now.

“Hold on! Yeah, you're important too! You're a great friend, well usually, but we all made a pact to-”

“To protect Fluttershy, of course!” Rarity said, “That means in case of emergency, drop everything no matter how important to tend to Fluttershy! Admit it, that's only reason you kept me around! Because I had strongest weapon! I had best defense! I was best fighter! That's only reason I was allowed to stay on team! You all didn't even want me on team in first place!” Rarity held her sword at the ready, “Well, I have new team now, and new master! Master actually cares about me! Master loves me for me! Not because of what I can do! Master won't ever betray me!”

“We wouldn't betray you either!” Dash said pulling out her kunai.

“NYET!!!!” Rarity screamed, “LIE!!! EVERYTHING YOU SAY TO ME IS LIE!!! YOU, PINKIE PIE, TWILIGHT, FLUTTERSHY, NONE OF YOU ARE FRIENDS!!!! YOU EVEN TURNED APPLEJACK AGAINST ME!!!! ALONE!!!! ALWAYS ALONE!!!!”

Rarity charged over to Dash, slashing wildly and firing her shock waves at the same time. Dash had to use her super speed just to get out of the way, and that was just cutting it.

Rarity was screaming the entire time, so much that Dash almost felt like crying seeing her. She remembered Celestia telling them that all XANA did was alter her thinking, but it was still Rarity. Did that mean she actually felt like this all the time?

Was this actually their fault?

As they all drove to the final security section, they noticed mantas flying after them on the rode. This was unusual, as normally they only ran into bikers here.

“This ain't good!” Applejack said swerving out of the way of the monsters' shots, “At this rate we'll devirtualize before we even get ta security Level 6!”

“XANA must be trying to slow us down!” Twilight said, “The less people we have then the harder time we'll have against Rarity later!”

“No one has been able to take out mantas yet!” Pinkie Pie cried, “No one has an affinity for them!”

A manta was about to fire point blank at Pinkie Pie, but she saw something golden and sharp impale the manta hard, going through its body and hitting the XANA symbol killing it. Pinkie Pie turned to see Fluttershy still sitting behind Twilight on her Tera-Bike, holding her bow and preparing another arrow to fire.

“I can't fire very fast,” Fluttershy called out, “But I should be able to kill the mantas that get too close!”

“Perfect!” Applejack said, “Fluttershy, yer on manta destruction. Twilight, keep outta the way of their shots!”

“Yes Applejack!” Fluttershy said.

“Understood!” Twilight said.

“Pinkie Pie, you an' me need ta lead the mantas inta Fluttershy's line of fire!”

“Ooh! I know this!” Pinkie Pie cheered, “This is just like my favorite Legend of Zelda game!” Pinkie Pie gasped, “FLUTTERSHY!!! YOU'RE LIKE ZELDA FROM TWILIGHT PRINCESS!!! Switch places with me! I wanna be Link! I WANNA BE LINK!!!”

Twilight shook her head rolling her eyes, “Next time, Pinkie Pie! Right now just concentrate!”

They proceeded with their plan, killing as many mantas as they could. After a second, they arrived in security Level 6, where there were a TON of creepers on the steps waiting for them.

“I'm good at killing creepers!” Twilight said, “Let me lead!”

“Alright, go for it!” Applejack said.

Twilight ran up the stairs first, throwing homing darts of light at the creepers in her way. Fluttershy and Applejack were right behind her taking turns firing at the creepers while Pinkie Pie ran after them at times rolling into a ball to deflect the creepers' shots.

Fluttershy looked at the stairs further up and across from her and had a bold idea. She put her bow away and spun around, vanishing from where she stood and reappearing next to it. She then fired her arrow at an angle that made her hit three creepers in a straight line, killing all three.

“She is sooooo cool now…!” Pinkie Pie said, “Twiiiiiiiliiight… I wanna share her with yoooooooou…!”

“Gah! Pinkie Pie!” Twilight cried, “First of all, I thought you were straight! Second of all, mission!”

“First of all, being straight or gay's got nothing to do with Fluttershy being hot! Second of all, I AM GOD TIER!!! YOU'RE ARGUMENT IS INVALID!!!”

She had no idea that she was about to get hit by a creeper, but she did flinch when Fluttershy's arrow impaled it.

“Ah think Fluttershy's the one who's God Tier here!” Applejack laughed. Fluttershy just smiled bashfully before continuing onward.

They stopped when they reached the top, looking at the pillar of light. Now that they could get a good look at the pillar, they could actually see something spinning inside of it. It looked like a double helix DNA strand spinning.

“So, that's what we came here ta get, huh?” Applejack said.

“The hidden item…” Pinkie Pie said, “We've done it, people… We found the object that will open the door to the disk one final boss… Hope you all grinded enough… Cause I'm not sure I did…”

“Did you eat a bowl of sugar before coming to Lyoko or something?” Twilight asked.

“No silly,” Pinkie Pie said, “I binged on video games in the Rec Room. Killing noobs on Call of Duty is good therapy.”

“Why are you still single?” Twilight asked rhetorically.

Fluttershy slowly approached the switch looking up at the pillar. She knew what this was. She could feel it.

“This isn't just my memories,” Fluttershy said, “This is… me...”

“What does that mean?” Applejack asked.

“This is my human DNA...” Fluttershy said, “My body… my memories… everything that's me is here...”

Everything around them suddenly changed. The entire room, which was once blue, now had a red hue, and they were all filled with a horrible sense of dread.

“Um… that's never a good sign!” Pinkie Pie said getting on all fours bracing herself.

“What's this feelin?!” Applejack asked, “Why'd the room change?!”

“Girls! Can you hear me?!” Celestia's voice called out from the real world.

“Eos! What's going on?!” Twilight asked.

“It's XANA!” Celestia said, “He's in that room with you right now!”

“This is… XANA…?” Twilight asked, now trembling as she looked around. To know that XANA was in that room with them, and to be in such a massive form really pushed home what XANA was.

They all heard a loud sound, almost like an alarm or trumpet. Immediately three creepers appeared in front of them and started firing at them. At the same time, two mantas flew into the room also, and began firing at them.

“Fluttershy, get that DNA!” Applejack ordered, “We need ta get outta here fast!”

Fluttershy nodded and turned to the switch. Right when her hand was about to touch it, she heard, or rather felt XANA urging her. Daring her.

“Girls… XANA is taunting me!” Fluttershy said trembling, “I feel him! He's trying to force me to do this!”

“We don't have a choice!” Twilight said, throwing a blast at a creeper killing it, “We need to get that so we can help Rainbow Dash!”

“But…!” Fluttershy protested, “What if XANA did something to it?! What if it's fake?!”

“Ya jus' said you could feel it was yers!” Applejack said watching as two more creepers spawned.

“I know, but...” Fluttershy closed her eyes and pulled away, “I can't do it! Knowing that this is what XANA wants me to do, I can't!”

“Fluttershy, listen to me,” Celestia said, “I know you're afraid. We're all afraid, but we have to do this. Whatever happens, we'll tackle it together.”

“Eos...” Fluttershy said, smiling warmly. She then opened her eyes and glared at the switch, “You want me to do this so badly XANA? Well, I hope you choke on it!”

She pushed the switch in, opening the white pillar and revealing the double helix fully. The DNA shaped object broke up into multiple pieces of data and flew all around Fluttershy, who was immediately hit with multiple images, all of them coming so fast that it was painful.

“Daddy? Where are you? Where did you go? Daddy?! DADDY!!!”

“Fluttershy… I'm sorry for what happened...”

“First my mother… and now my father… I'm alone now… All alone...”

“It hurts! Make it stop! PLEASE MAKE IT STOP!!!”

“No more...” Fluttershy sobbed, “Please no more…!”

The red hue of the room died down, and the monsters all vanished from the room. Immediately everyone ran over to Fluttershy, who was on her knees crying.

“Fluttershy?” Twilight asked, “What's wrong?”

“I remember… everything...” Fluttershy sobbed.

“Applejack, you and Pinkie Pie head to the security section,” Twilight said, “We'll join you when we can.”

Applejack nodded and turned to Pinkie Pie, “Let's get a move on.”

“Next stop, disk one final boss!” Pinkie Pie said. She and Applejack ran down to their Tera-Bikes while Twilight embraced Fluttershy.

“Fluttershy...”

“Twilight… XANA killed… my father…”

“I know...” Twilight said leaning her head on Fluttershy's shoulder.

“I… really am an orphan… I have no one...”

“You have me,” Twilight said, “I'm here for you.”

As Rarity and Dash continued their fight, the room they were in suddenly got a red hue. Next to them, the door stopped glowing and slowly opened up.

“They did it,” Dash stated, noticing that Rarity had turned to the door and was running toward it, “Hey! We're not done yet!”

Dash used her Super Sprint ability to get right in front of Rarity and actually kicked her back.

Rarity: 190 HP

“Finally!” Dash said spinning a kunai on her finger, “I've been trying to hit her all day!”

Dash rushed over to Rarity and began slashing with her kunai and kicked, pushing a frustrated Rarity back. At the same time, another passage opened from the left side of the room, and two Tera-Bikes rode in, belonging to Applejack and Pinkie Pie.

“Perfect timing!” Dash said happily. Rarity did a fancy spin slash cutting Rainbow Dash in half.

Rainbow Dash: 0 HP

“Ugh! She's annoying!” Rarity fussed. She was about to walk into the room, but stopped when a shot hit her in the back.

Rarity: 180 HP

Rarity slowly turned around to see Applejack standing behind her with her shotgun pointed at her.

“Rares...” Applejack said somberly.

“AJ...” Rarity said, oddly equally somber. She looked up suddenly, nodded, and then made her way into the core room.

“Damn it!” Applejack said running after Rarity, Pinkie Pie right after her.

“This is bad,” Celestia said setting up a number of programs. Dash and Luna were astounded watching her work. It was like Twilight on steroids. Dash could sort of understand what Twilight did when she worked, but Celestia was on a whole other level.

“What are you doing?” Dash asked Celestia.

“I'm recreating my Tera-Bike while preparing an immediate devirtualization for Rarity. We have to stop her from getting that key to XANA at all costs. Dash, transfer me to these exact coordinates, understood?”

“Y-yeah, got it,” Dash said switching places with Celestia, who ran to the elevator.

“Tia!” Luna said running after Celestia, “Please take me with you!”

“No Lulu,” Celestia said, “You need to stay out here.”

“But-”

“Luna, please listen to me!” Celestia urged, “Don't come into Lyoko, no matter what! Please!”

With that, Celestia closed the elevator and went down to the scanner room. Immediately she sent Dash a text telling her to just get it started.

“Okay then,” Dash said, “Transfer Celestia!”

In the scanner room, Celestia ran out of the elevator right into a scanner. It closed immediately as she turned around.

“Scanner Celestia!” Dash said, watching Celestia's avatar render on the screen. It did have a sort of Greek like look to it. Once she had connected Celestia to her Lyoko avatar, she pressed the enter key, “Virtualization!”

Celestia vanished from the scanner, and was pulled into Sector 5. Her form was put together in the air before landing elegantly onto the ground of the dome. Her avatar on Lyoko was absolutely stunning. She wore a white Greek like dress that was completely open on both sides of her legs, the top part being two pieces of fabric covering her well endowed bosom. She wore golden high heeled sandals, a golden bracelets, and even a golden tiara on her head, making her look like a queen.

Next to her appeared a white and gold Tera-Bike, but it was sharper looking than the others'. She elegantly walked over to it, got on, and drove right into the core section, her Tera-Bike leaving a golden trail behind it.

“Hello?! What's going on out there?!” Twilight asked as she and Fluttershy made their way to their Tera-Bike. Fluttershy hadn't stopped crying since.

“Twilight, bad news,” Dash said, “As you can see, I got beat, and the Principal virtualized into Lyoko. She's on her way to Sector 5 to help Applejack and Pinkie Pie.”

“I'm on my way,” Twilight said turning to Fluttershy, “Fluttershy, why don't you go back to the real world? I'll continue onward.”

“N-no!” Fluttershy said adamantly, “I'm not leaving you alone, Twilight! I have to fight XANA!”

“Fluttershy...” Twilight said, really unsure. Fluttershy grabbed Twilight by the shoulders fiercely and looked into her eyes.

“Please Twilight! Don't send me away! Let me fight with you!” Fluttershy begged.

Twilight really hated this idea, but she nodded all the same.

“Alright then. Let's go,” Twilight said. Fluttershy wiped her eyes and nodded, getting on the back of the Tera-Bike as Twilight started it up and drove off to the core section of Lyoko.

The inside of the core room was darker than the rest of Sector 5, and looked like a large pit with stairs going down. In the middle of the large pit was a glowing sphere inside two cubes. As Rarity walked up to the pit, the room gained a red hue and she looked up.

“Oh? That's core of this system?” Rarity asked XANA, “Key is further in, dah?” she listened as XANA spoke inside her head, “Dah, Master XANA,” Rarity said, going around the pit into the small opening at the other side of the room. Applejack ran in at that moment and fired at her back.

Rarity: 170 HP

Rarity turned around as Pinkie Pie also ran into the room and rolled into a ball.

“Spin Tackle!” Pinkie Pie shouted, tackling Rarity and knocking her back actually.

Rarity: 145 HP

Pinkie Pie landed on all fours looking at Rarity intently, “I don't like hurting you, Rarity!”

Rarity screamed and rushed over to Pinkie Pie and began slashing wildly at her enraged. Pinkie Pie flipped out of the way of all of her slashes while Applejack kept her gun pointed at Rarity.

“Ah can't get a clear shot!” Applejack shouted.

“Let me help you then!” Rarity shouted, charging up her sword. Pinkie Pie ran toward Rarity on all fours, and Rarity slashed horizontally. Pinkie Pie jumped over her attack, but Rarity slashed vertically sending a shock wave at Pinkie Pie knocking her out of the air.

Pinkie Pie: 10 HP

Pinkie Pie landed on her back. As she sat up, Rarity sauntered over to her resting her sword on her shoulder. Pinkie Pie looked up at Rarity pleadingly while the latter smirked at her. Before Pinkie Pie could say anything, Rarity thrust her sword into Pinkie Pie, devirtualizing her.

Pinkie Pie: 0 HP

As Pinkie Pie vanished, Rarity turned to Applejack, who stepped back a bit.

“Rares...” Applejack said.

“You're next, AJ,” Rarity said looking at Applejack seriously. She charged over to Applejack and slashed at her, but Applejack blocked with her gun. Instead of trying another slash, Rarity pushed down on the gun with her blade.

“Rares, remember who Ah am!” Applejack pleaded, “Ah'm yer hero!”

“Nyet!” Rarity screamed, “You are not hero! I hate you!”

“No ya don't!” Applejack shouted pushing back, “XANA wants ya ta think that, but its not true! Ah love ya, an' you love me! Try ta remember! RARES!!!”

“Nyet nyet NYET!!!!!!!” Rarity screamed, “LIAR!!! YOU ARE LIAR!!! YOU DON'T LOVE ME!!! NO ONE LOVES ME!!!”

“Stop listenin ta XANA's voice in yer head!” Applejack screamed, “Listen ta yer voice! The answer is in yer heart!”

It looked like she was reaching the real Rarity. She stopped pushing as hard, and she looked conflicted. After a second, she started trembling, tears falling from her eyes.

“Apple…jack…?” Rarity cried. Applejack realized what happened and lowered her gun looking at Rarity shocked.

“Rarity…? Is it… you…?” Applejack asked.

“W-what am I…?” Rarity sobbed. Applejack pulled Rarity into a tight embrace.

“It's okay now Rares,” Applejack said, crying herself now, “Let's go home…”

Rarity closed her eyes, and her hands slowly reached for Applejack. Right before her hands could wrap around Applejack, red electricity engulfed Rarity.

“Rares?!” Applejack cried, “What's goin on?!” Rarity pushed Applejack off of her onto the ground, and then held her head screaming, “Let her go XANA!” Applejack shouted pointing her gun at Rarity and firing at her. The red electricity defended her though, “Damn it! She's not yers XANA!”

Rarity stopped screaming, and laughed almost demonically, “Nice try Applejack. You almost had me there,” she smiled at Applejack maniacally, “It's a good thing XANA pulled me back.”

“No...” Applejack said falling to her knees.

“Applejack!”

They both turned to the side and saw Celestia riding on her Tera-Bike toward them. She rammed Rarity and rode toward the wall, flipping off the bike right before it hit the wall.

Rarity: 125 HP

“Applejack, you have to pull yourself together!” Celestia said, “You won't be able to save her if you're not stronger!”

Twilight and Fluttershy rode into the room too on their Tera-Bike. Fluttershy immediately pointed her bow at Rarity and fired. The bow impaled her in the stomach, making her fall to her knees.

Rarity: 100 HP

Rarity looked right at Fluttershy enraged, “Fluttershy…!”

“Fluttershy, move!” Applejack cried. Rarity fired her shock wave at Fluttershy, but Twilight pushed her out of the way being knocked back by the attack.

Twilight: 10 HP

“Twilight!” Fluttershy cried. Rarity screamed and rushed over to Fluttershy, slashing wildly at her. Celestia pointed her hand at Rarity, charged up a golden ball of energy, and then fired a sharp beam of energy at Rarity. The beam hit her in the back knocking her to one knee.

Rarity: 55 HP

“You stay out of this!” Rarity shouted firing a show wave at Celestia, knocking her into the wall.

Celestia: 30 HP

“Miss Tia!” Fluttershy screamed before flinching in pain. She looked down in her stomach…

And saw Rarity's blade impaled through her.

Fluttershy: 0 HP

Twilight, Applejack, and Celestia all looked in horror as Fluttershy's virtual body broke apart.

“No...” Applejack said softly.

“Fluttershy…” Twilight said trembling, “FLUTTERSHY!!!! NO!!!!”

Celestia merely closed her eyes and grimaced. Rarity looked Fluttershy in the eyes and smiled evilly while Fluttershy looked at Rarity with the saddest expression.

“I won, Fluttershy,” Rarity said.

“Rarity...” Fluttershy said as her body completely broke apart.

Twilight couldn't believe her eyes. Fluttershy was killed, by Rarity! Her head dropped as her tears fell. She couldn't protect Fluttershy.

Celestia stood up and was about to run to Twilight's aid, but stopped when she heard an aquatic growl. She looked to her left and saw something she did not want to see. The scyphozoa.

The jellyfish monster wrapped its tentacles around Celestia, picking her up and beginning to fly away.

“Twilight!” Celestia cried.

“EOS!!!” Twilight screamed.

In the computer room, the elevator opened, shocking everyone by who was inside.

“Hold on!” Dash cried.

“Fluttershy?!” Pinkie Pie asked. Sure enough, Fluttershy was standing in the elevator.

“What's going on?” Fluttershy asked walking over to the computer.

“Celestia is being taken by the scyphozoa!” Pinkie Pie cried out.

“Move,” Fluttershy said switching places with Rainbow Dash.

“Fluttershy, we can save her, right?” Luna asked Fluttershy.

“I'll do my best, Lulu,” Fluttershy said. She tried accessing the devirtualizing procedure on Celestia, but it wouldn't connect, “Ugh! The scyphozoa is blocking me!”

Rarity walked over to the corridor where the key was being kept. Applejack ran after her firing at her, but Rarity paid her no mind as she walked into the room.

“Twilight, can you hear me?” Fluttershy said, shocking Twilight.

“Fluttershy?” Twilight asked slowly, “How are you…?”

“Listen to me, you have to stop Rarity no matter what. We might not be able to bring her back this time, but we have to at least devirtualize her. You're attacks are stronger than Applejack's.”

“But what about-” Twilight looked at the scyphozoa and saw it flying higher, still holding Celestia.

“Twilight, XANA is going to use Rarity to not only escape Lyoko, but destroy it when he's done!” Fluttershy explained, shocking everyone.

“Destroy… Lyoko…?” Twilight asked.

“Fluttershy… are you sure?” Pinkie Pie asked.

“I am,” Fluttershy said, “And if that's the case, then defending it takes top priority. We can't fight XANA without it.”

“Twilight...” Luna said somberly, “Listen to Fluttershy. Protecting Lyoko takes top priority. Stop Rarity.”

Twilight looked conflicted. She looked at Applejack as she fired at Rarity, who just used the sword on her back to deflect the shots. She then looked up at Celestia, who looked at Twilight with an expression both sad and scared.

“I'm so sorry, Eos...” Twilight said, “I promise, I'll save you! I won't rest until I rescue you from XANA!”

Twilight then ran over to Rarity charging up her magic. She fired a large blast at Rarity, actually knocking her down.

Rarity: 10 HP

Rarity looked back at Twilight, and then smirked. She then looked back at the key, which was right in front of her. She then stood up and grabbed the key.

“Rares no!” Applejack pleaded pointing her gun at Rarity, “Don't do it! Don't give that ta XANA!”

She fired at Rarity, hoping that she'd get that last hit on her. She just needed to hit her once. That was it. She only had ten hit points left. She'd hit her, and that would be it. She'd be back to normal after-

She blocked it… She blocked it…

“Too bad,” Rarity said, shooting a shock wave at Applejack.

Applejack: 0 HP

“Rares...” Applejack said falling to her knees devirtualizing.

The scanner Applejack was in opened up, revealing a horrified Applejack. She looked around and then pulled out her cellphone.

“Send me back in!” Applejack ordered Dash.

“We can't!” Dash said, “You know how it works! You can't go back into Lyoko for another twelve hours!”

“But Ah'm the one with the anti-virus!” Applejack shouted, “Ah need ta-”

“Applejack, we can't,” Luna said, apparently taking the phone from Dash, “I'm sorry, but there's nothing we can do for Rarity.”

“No...” Applejack said falling to her knees. She then slammed her fist on the floor in rage, “Damn it! DAMN IT!!!” she screamed before breaking down, crying harder than she ever cried in her life.

“Master XANA!” Rarity said holding the key up, “Here it is! The key to your freedom!”

A red bolt of electricity shot down onto the key, and it broke apart. Instantly the energy of the entire room changed, becoming stronger and more erratic. Twilight could feel it. It was XANA, and he was happier than he had ever been.

“Yes Master! I shall carry out your order!” Rarity continued, running to the core now.

“Stop!” Twilight shouted running after her. She didn't know what would happen if she did this, but she had to take the chance. It was the only way to protect the core of Lyoko. Charging up her magic, she fired a bolt of energy at Rarity, knocking her to the ground.

Rarity: 0 HP

Her body came apart in black smoke, leaving a red wire frame behind that vanished quickly. With how different that looked to Twilight, she assumed Rarity wouldn't be back in the factory with her when she got back. Twilight looked all around the room, not seeing Celestia or the scyphozoa anywhere.

“Fluttershy, bring me back!” Twilight requested. Immediately she felt herself be pulled out of Lyoko, reappearing in the scanner. Once she got back, she ran to the computer room, where everyone gathered around the screen looking gravely.

“Twilight...” Dash said somberly, “It's horrible...”

Twilight looked at the screen and was horrified. Every tower on Lyoko was activated at the same time. On the screen, numbers were going up as if something were being uploaded. Eventually, the center screen of the computer showed a red eye of XANA, and words forming right under it.

I have to thank you, girls. Because of you, I'm now free. Don't worry though, I won't forget any of you, and I'll take good care of Eos and Rarity.

“XANA!” Applejack shouted grabbing the screen, “You give them back this instant!”

Hmm… let me think about that… how about… no. In fact, I rather like them, so I think I'll keep them.

“Why are you doing this?” Pinkie Pie asked, “We never did anything to you!”

“What? Do you just get off on torturing us or something?!” Dash added.

You girls are obstacles in my plans. If I leave you alone, you'll continue to stand in my way, which I cannot allow.

“I'm the one you want, right?!” Twilight asked, “Leave them alone and face me personally!”

I'm not stupid Twilight. I'm not going to put myself in danger like that. Besides, seeing me hurt your friends hurts you, doesn't it? That's all the reason right there to keep going.

Twilight looked down trembling. Now XANA was free to torment her and her friends anytime he wanted.

Oh, don't think I forgot you, Selene. You'll come to your senses soon, I'm sure.

“Come to my… senses?”

“Run if you want, XANA,” Fluttershy said, “But I will find you, and I'll make you pay for killing my father!”

Bold words, Fluttershy. Still, I eagerly await that meeting. Until then, farewell.

With that, XANA vanished from the computer. All traces of him were gone. Fluttershy typed on the computer searching for him, giving a grave sigh after a second.

“He's gone,” Fluttershy said, “XANA is completely gone from Lyoko.”

“What about Rarity or Eos?” Twilight asked, “Can you find them anywhere?”

Fluttershy looked through Lyoko, checking all the sectors she could before shaking her head, “Nope, sorry. Neither one of them is on Lyoko anymore. At least, not as far as I know.”

“So… my sister is now…?” Luna asked. Fluttershy turned to Luna.

“I'm sorry Lulu… but yes. She's XANA's prisoner now… along with Rarity...” Fluttershy said. Applejack backed away from the computer against a wall, and sat down in shock.

“Ah couldn't do it...” she said to herself, “Ah couldn't save her...”

“Applejack...” Pinkie Pie said, sitting down next to Applejack and leaning into her comfortingly.

Twilight looked at everyone in the room with her, and then just looked down in sadness. Fluttershy got up from her chair to embrace Twilight from behind, but that did little to improve her mood. They failed big time. Rarity was still XANA's slave, Celestia, the one person who knew the most about the computer, was captured by XANA, and now XANA was free to roam the network.

XANA won this fight, and damn near the entire war.

Everyone decided to head to the Everfree Mansion, which had become a second base to them. They all sat down in various spots in the living room, silently taking in what happened. Sure, they at least managed to get Fluttershy's memories back, but they lost so much more in response.

“Well, I managed to put more protection around the core,” Fluttershy said after a second, “XANA wouldn't be able to get right to the core anyway.”

“He wouldn't?” Twilight asked. Fluttershy shook her head.

“He needs to break the shield around that first,” Fluttershy said, “But honestly, I don't see XANA wasting his time on that but so much.”

“Why waste time doing that when he could be moving his plans forward,” Dash said, “Speaking of, what the hell is XANA planning anyway?”

“He's a multi-agent program, right?” Luna asked, “It sounds to me like he'd want to expand.”

“So, XANA could get even stronger now?” Pinkie Pie asked.

“Now that he's out of the super computer, definitely,” Twilight said, “XANA might already be stronger.”

“Damn it!” Applejack said slamming her fist against the wall, “First Rares, now Eos! Ah couldn't protect anyone!” she started crying again, “Ah failed...”

Luna sighed and walked over to Applejack, doing something really shocking. She hugged Applejack.

“I know,” Luna said softly, “I wish I could have protected Tia too.”

“So like, what now?” Dash asked, “There's no telling what XANA's gonna do now.”

“He really wanted to destroy Lyoko,” Fluttershy said, “That means he knows its still important. My guess is, whatever he wants to do, he'll have to use towers on Lyoko in order to do it.”

“So, you girls still plan on fighting?” Luna asked.

“Ah know Ah am,” Applejack said stepping out of Luna's embrace, “Ah have ta save Rares no matter what. Ah still have the anti-virus within me after all.”

“Well, I'm sure as hell still in this,” Dash said, “XANA just keeps giving me reasons to wanna kick his ass. After tonight, his ass is mine!”

“If Dashie is still fighting, then so am I,” Pinkie Pie said.

“I started all of this,” Twilight said, “So I plan on finishing it.”

“Then it's settled?” Fluttershy asked, “We'll continue fighting, no matter what?”

“Yes,” Luna said, “No matter what.”

“We'll stop XANA,” Pinkie Pie said.

“And save Rarity and Principal Celestia,” Dash added.

“Yeah...” Applejack said looking to the side, “No matter what, we're getting our friends back.”

The six of them stood in a circle and held hands, a silent pact that they'd keep doing what they could and continue fighting. Their fight would probably be much longer still, but they wouldn't stop until their comrades were saved…

Or until XANA was destroyed once and for all.

Ending Theme: Can't Fight The Moonlight

Author's Note

Thus ends the Eos arc. Just like season 2 of Code Lyoko, they lost BADLY. I'm starting to think I made XANA a little too strong...

Nah...

Next chapter will begin the third arc. I'll spend a few days coming up with what happens next. As I'm not going to have much more filler, I need to seriously think about the next few chapters. Weekly updates are still a thing though, so don't worry.

And if you want to support me, then come join my patreon, and consider donating a small sum. Any amount, no matter how small, will aid in my campaign for world domination.

17: Recovering From Check

Theme Song: A World Without Danger

17: Recovering From Check

For the longest time, the only sound in the room was her struggling against her bindings. XANA had somehow brought her into the real world while she was still in her Lyoko form. As such, she was something akin to a specter. Unfortunately, that didn't help her in her current situation. She was lying on a hospital bed, her wrists chained above her head and her ankles were chained to the bottom of the bed.

XANA had also disabled her powers, making physically weaker than she even was in her human form.

She had no idea where she was. It was some sort of lab she figured, but there weren't any windows to let her know what time of day it was. The room was pretty big, and there was a computer right next to her. She didn't even know how long she had been there. All she knew was that she had been brought here after the scyphozoa took her out of Sector 5.

She tried once again to pull at her bindings. Once that proved to be futile, she screamed in frustration. She didn't know what XANA wanted with her, but the fact that he didn't corrupt her scared her.

The door opened, revealing a blindingly bright light and two scientists. When they walked in, she looked into their eyes and saw the eye of XANA flash.

“No...” Celestia pleaded as they walked closer to her, “No…!”

She struggled with her bindings again as the scientists started moving things around her. One of them, probably the leader, walked right up to her and hooked some wires to her head.

“What are you doing?!” Celestia asked, “Tell me what's going on!”

“Our master says you do not need to know that information,” the scientist by the computer said.

“Let me talk to XANA!” Celestia demanded. The scientist looked like he was about to protest, but was engulfed by red electricity that shot out from the computer. When the surge stopped, the scientist looked at Celestia with a sinister yet manic smile.

“Hello Eos,” the scientist said.

“XANA…!” Celestia said venomously. The scientist, now possessed by XANA himself, clapped his hands.

“Very good Eos,” XANA said, “Twilight is just as perceptive, but there's something… special about you,” the scientist ran over to Celestia and caressed her face, “The way you look at me, that look of defiance with a hint of fear. Oooh, I have dreamed of this for the longest Eos… The day I could make you mine...”

“Will you… do to me what you did to Rarity… and my sister…?” Celestia asked, unable to hide her fear.

“In time, dear Eos,” XANA said, “First, we have business to attend to,” he ran back to the computer, “You see, you have something on your mind, Eos. Something that I need. I know you won't just tell me, so instead...” he typed on the computer, “I should warn you, this is going to be very painful.”

There wasn't a surge of energy or a warning. The second XANA pushed that button on the computer, there was only pain. Pain so great that Celestia could not hold in her screams. The scientist was engulfed in red electricity, and turned back into a regular specter and leaving Celestia with the scientists and her pain.

Pain that seemed never ending.

Master, what is your obsession with that woman? I don't understand any of this.

In time, child. I will tell you everything soon.

Why not now though? I have been loyal, have I not? I have aided you, and loved you. Do you not trust me, Master?

I know you have been loyal to me, Rarity. Your service has been truly wonderful. However, my virus hasn't taken full effect yet. Until that time, I cannot share my deepest thoughts with you. When the virus takes full effect, you and I will be one, and you will know everything that I desire.

Master, please! I don't want to wait! I'm so lonely Master! Please become one with me now! I love you so much! I would do anything for you!

Hm… perhaps there is a way… You mean that? That you would do anything for me?

Dah!

And that you are eternally loyal to me?

Dah! Dah!

Then I have the perfect way to prove that loyalty. Leave dealing with Fluttershy and Lyoko to me. I have another mission for you. A very important mission.

In the scanner room, one of the scanners closed on its own and got to work materializing someone. After a few seconds, the scanner opened up, and Rarity stepped out, still wearing her more gothic attire and make-up. She pulled out her father's gun checking the ammo, and then made her way out of the scanner room and out of the factory to accomplish her mission. XANA would see, he would love her after this. All he asked was one thing.

She just had to kill Applejack.

“We just want her back,” the interpreter said for Miss Dostoevskaia, who was speaking full Russian in tears, “We're not angry with her, and we don't want to punish her. If she's run away, we just hope she comes back to us.”

The news cut back to the newsroom, where the anchor looked down gravely as a picture of Rarity smiling was shown next to him.

“As of today, Rarity Dostoevskaia has been missing for a full week. Sources say that the day before her disappearance she had changed her style, wearing darker clothing and had started cutting classes, which has many people believing that she has run away from home. Along with her there's also Celestia Marie Sullivan, principal of Canterlot High Boarding School, who recently disappeared this past Saturday. Her sister, Luna, claims to not know anything about either disappearance, and has decided to step in for her sister as principal until she returns.”

Applejack turned off the TV in the Rec Room, shocking Trixie and a few other students who were watching.

“Hey!” Trixie shouted as Applejack walked away, “We were watching that!”

“Y'all are free ta turn it back on after Ah leave,” Applejack said seriously walking away. It was nighttime, and hitting curfew, so Applejack decided to just go back to her bedroom. She just didn't feel like breaking curfew and giving Luna any grief at the moment.

She made her way to her door, wondering if Twilight was in or if she was at the factory. She must have been really upset too. She had to chose between devirtualizing Rarity or saving Celestia, knowing that the right decision would mean losing both of them. Maybe if she were in, she and Twilight could comfort each other. Maybe they could both go and see Fluttershy, who was probably having a hard time dealing with the death of her father, now that she remembered.

Applejack opened the door and walked inside, getting the shock of a lifetime. Twilight was in, as was Fluttershy actually, both of them on Twilight's bed making out.

“Ack!” Applejack screamed, freezing in place. Fluttershy and Twilight immediately turned to Applejack in shock, poor Fluttershy's face comparable to a cherry.

“A-Applejack!” Fluttershy stuttered, “I'm sorry! Twilight said that you wouldn't be back till later, and I thought-”

“It's fine, alright?” Applejack said with a sigh, “I'll leave y'all be.”

“If you want,” Twilight said, “Fluttershy and I can go to her room and continue there.”

“Curfew's in ten,” Applejack said, “Y'all are better off stayin here.”

“That's okay,” Fluttershy said looking at Twilight, “Actually, we have class tomorrow, so I should probably head to my room.”

“Okay,” Twilight said cupping Fluttershy's cheek, “Sorry.”

“It's okay Twilight,” Fluttershy said smiling lovingly at Twilight, “I'll see you tomorrow.”

“See you tomorrow,” Twilight said. She and Fluttershy kissed one more time, and then Fluttershy slowly walked to the door leaving the room.

“Sorry 'bout ruinin yer time with Fluttershy,” Applejack said lying down on the bed, “Ah know you two are havin it rough. That was probably the first time in a while y'all were able ta jus' be a couple.”

“Actually, she and I had a date yesterday,” Twilight said, surprising Applejack a bit.

“Wait, Ah thought y'all were searchin fer XANA on the net,” Applejack said.

“We were,” Twilight said going to her computer, “But we couldn't find anything. XANA is completely untraceable. Honestly, we'd be better off finding one of the other Architects to help us. After coming to that conclusion, we decided to go on a date.”

“Oh, Ah see...” Applejack said. After a second she turned to her side facing the wall.

“Applejack,” Twilight turned around in her chair, “We're not giving up, you know.”

“Never said ya were,” Applejack said simply.

“Applejack-”

“Would ya jus' drop it, Twilight?” Applejack snapped, “Please, Ah'm not in the mood ta talk right now.”

Twilight sighed and got to work on her computer. Applejack felt bad for snapping at her, but she couldn't bring herself to apologize right now. All of a sudden, she was irritated beyond belief.

The next day wasn't much better for Applejack. She and Twilight decided to walk to the cafeteria together. Thankfully she wasn't mad about last night. As they walked, Applejack's thoughts went to Rainbow Dash and Pinkie Pie. Dash was furious at XANA for taking Rarity and Celestia, and poor Pinkie Pie was really upset too. She was probably in real straights after-

Was that Pinkie Pie laughing?

Applejack and Twilight went into the cafeteria to see Pinkie Pie and Dash sitting with Fluttershy. Pinkie Pie and Dash were cracking up while Fluttershy was stifling laughter herself. Applejack couldn't believe what she was seeing.

“What's so funny?” Twilight asked as she and Applejack sat down.

“Pinkie Pie was telling us about the new kid,” Dash said, “What's his name? Cheese Sandwich?”

Pinkie Pie nodded, “He pulled the best prank on Black Scroll ever! The best part is, he got everyone in the classroom to play a part in it!”

“What did he do?” Twilight asked.

“You know how Blank Scroll always falls asleep in the middle of class, right?” Pinkie Pie asked, “Well, today in his homeroom, Cheese waited until he was asleep, and then had a number of older kids switch places with the students in the homeroom. He then put on a suit to pose as a teacher, and then woke him up telling him he slept for three years!”

“Oh my God!” Twilight said, now laughing herself.

“The best part,” Dash added, “He bought it!”

Now the entire table was laughing. Everyone except for Applejack, who closed her eyes looking irritated.

“Has he talked to Discord yet?” Fluttershy asked.

“Yep,” Pinkie Pie said, “They're planning a huge prank for Halloween, and want everyone to play a part of it.”

“You know I'm in!” Dash said, “This guy sounds awesome!”

“I'd love to meet him too,” Fluttershy said, “He sounds like a really fun guy.”

“I'm planning a special party for him,” Pinkie Pie said, “It'll be a “Welcome to Canterlot High” party!”

“Party?” Applejack asked, “Pranks? How can any of y'all be thinkin 'bout this stuff?”

“Sheesh Applejack, lighten up,” Dash said, “You've been a stick in the mud for days.”

“Lighten up?!” Applejack snapped, “XANA's runnin loose somewhere on the net, he's got Rarity and Eos captive who knows where, an' you expect me ta lighten up!?”

“Applejack, keep it down,” Twilight urged, “No one knows about XANA, remember? Look, there's nothing we can do right now to save either of them.”

“Even still, we need ta be ready jus' in case XANA strikes!” Applejack said.

“And we are being ready,” Dash said, “But unlike you, we're not moping around fussing at everyone.”

Applejack glared at Dash, stood up, and stormed out of the cafeteria. Twilight sighed and turned to Dash.

“You could have worded that better,” Twilight said simply.

“It's still the truth,” Dash said, “Sheesh, we're all having a hard time. We're not bringing everyone around us down.”

“True,” Fluttershy said somberly, “But we didn't miss our one chance to rescue the one we loved.”

“Ahh…” Dash grimaced, “Shoot… I… really didn't think about that…”

“Applejack still has the anti-virus within her,” Twilight said, “She has to be the one to devirtualize Rarity on Lyoko in order for it to work. That's assuming that she's still herself at all.”

“Each day we don't see Rarity is another day that the corruption takes hold,” Fluttershy said.

“How much time do we have?” Pinkie Pie asked.

“I'm afraid I don't know,” Fluttershy said, “My memory is still fuzzy in certain places. Even with that, I don't think Celestia ever told me how long it took for the corruption to take full effect on Luna.”

“As far as we know, it might be too late,” Twilight said, “I really hope it isn't...”

“What do we do if it is?” Dash asked, “Eos didn't get to tell you how to disconnect her from the computer, did she?”

“No she didn't,” Twilight said, “I've been looking into that, and coming up with other solutions, and I can only think of maybe one. It's a horrible solution, but if we can't save Rarity… we'd have to…”

“Oh no…” Pinkie Pie said, “You don't mean…?”

“I do,” Twilight said, “We'd have to kill Rarity.”

“How?” Dash asked, “I don't want have to do that, but how?”

“Well, we could always throw her into the Digital Sea,” Twilight said seriously.

“I don't want to think about that,” Fluttershy said, “If it comes to that, we'll deal with it then, but for right now, let's remain positive. Rarity isn't our enemy, and I refuse to start looking at her as such.”

“Fluttershy is right,” Pinkie Pie said, “So until then, I suggest we think of a way to cheer Applejack up. Maybe she needs a party.”

“That's not such a bad idea,” Twilight said, “I'll talk to Lulu about it before class.”

As their conversation went to the upcoming party, Twilight looked back at the direction Applejack walked in, wishing she had more news for her.

She wished Celestia were still here. She'd know what to do.

Applejack sat outside where she usually waited for Rarity. She'd usually come to the school around this time with Sweetie Belle, who was definitely taking it the hardest. Poor thing had to be pulled out of school yesterday she got so upset.

Apparently she was still absent today.

“Hoping she'll walk up to the school?”

Applejack turned to see Sunset Shimmer standing there with her trademark smile.

“Oh, heya Sunset,” Applejack said. They had limited contact with her, but she seemed nice enough. She had helped them with a number of XANA attacks actually, but naturally she didn't remember any of them as they used Return to the Past everytime.

“Between you and her sister, I don't know who's taking it the hardest,” Sunset said leaning against the gate next to Applejack.

“Well, my friends sure as hell ain't takin it hard,” Applejack said darkly.

“Mmm… Not sure that's a fair assumption,” Sunset said frankly, surprising Applejack.

“Have ya seen them? Laughin an' carryin on like nothin's wrong!”

“True, true,” Sunset said, “But what good does it do being negative about it? Even what you're doing right now. Is it helping anyone? Cause from my perspective, all you're doing is stressing yourself out.”

“What do you know?” Applejack asked harshly.

“I know that you care about her, and you wish you could be searching for her,” Sunset said, “If you're so worked up then, why don't you do something?”

“Because Ah don't know what ta do!” Applejack shouted, “If Ah knew-”

“You'd do it, right?” Sunset said with a raised eyebrow, “So, how is that any different than your friends? Besides them trying to remain optimistic until they know something, while you just walk around aimlessly stressing about what you can't do?”

That was something about Sunset. She was very practical. Rumor had it that she was actually a genius, but Applejack didn't see it. She did see someone who had a lot of common sense.

“I gotta get to class,” Sunset said, “Think about what I said, okay?”

Sunset walked off, leaving Applejack to her thoughts. Maybe she was being a bit of a bitch lately. Truth was, she blamed herself for all of this. She should have pressed Rarity more about how she was acting, instead she let Rarity fool her. She had so many chances to stop her, but whenever she played the victim card she backed off.

Now she might not ever get the chance to see her again.

Just as Applejack was about to go back and apologize to her friends, she saw someone turn the corner and walk up to the school.

Rarity…

“Rares...” Applejack said trembling, “Rares!”

Applejack ran over to her beaming. Maybe she broke free of XANA on her own! Maybe she managed to reach out to her after all!

Rarity stopped, pulling her gun out and pointing it right at Applejack. Applejack's eyes were wide as she stopped, looking at Rarity in horror.

“Good bye, AJ,” Rarity said pulling the trigger. Applejack fell to the ground just in time, looking up at Rarity in shock.

“Rares! What are ya doin?!” Applejack asked.

“I think that's obvious,” Rarity said pulling the top of the gun back preparing to fire again, “Master ordered me to kill you.”

“What?!” Applejack exclaimed. She couldn't believe what she was hearing.

“Master will love me if I do this,” Rarity said dangerously, “I'll be one with him.”

“Rares, don't!” Applejack begged, tears building in her eyes, “Don't do this! Please!”

“I won't listen to you,” Rarity said scowling at Applejack, “Master warned me to not listen to your lies. You are distraction, so I'll remove you.”

She fired again. This time Applejack scampered away and ran off into town. Rarity swore to herself and ran after Applejack, who forgot how fast Rarity ran in high heels.

“What?!” Luna cried, holding her cellphone. Twilight was in her office with her, naturally with her laptop on her back.

“Ah'm tryin ta lead her away from the school!” Applejack said, “Do ya know where Twilight is?”

“She's right next to me,” Luna said, “I'll put her on.”

Luna handed Twilight her cellphone.

“Applejack, I'm here,” Twilight said.

“Rares is tryin ta kill me!” Applejack said, “Apparently an order directly from XANA!”

“A kill order from XANA?” Twilight asked, more so herself, “Alright, I'll contact the others. For right now-” her computer's alarm went off, “Oh come on, not now!” Twilight fussed opening her computer.

TOWER ACTIVATED

LOCATION: ICE SECTOR

16 LAT, 43 LONG

“A tower has activated in the Ice Sector!” Twilight said, “I don't know what XANA's planning, but he might be trying to help Rarity!”

“Twilight, go to the factory!” Luna said, “I'll get the others and tell them to go too!”

“Thanks Lulu!” Twilight said, “Applejack, I'm on my way to the factory!”

“What should Ah do?!” Applejack asked.

“Try and stay safe! We can't afford to lose you!” Twilight said. She hung up, threw the phone to Luna, and ran out of the school to the factory. Luna also ran out of her office to find Pinkie Pie, Dash, and Fluttershy. She prayed they weren't all scattered.

She'd have to learn their schedules if this kept up.

As Twilight ran through the hall, she bumped into someone who caught her.

“We have got to stop bumping into each other like this,” Sunset Shimmer said, making Twilight's heart flutter in an odd way.

“Sunset Shimmer...” Twilight said looking up at Sunset.

“In a hurry?” Sunset asked.

“Yes!” Twilight said, “There's something that I have to do! Sunset, I need you to cover for me!”

“Oh?” Sunset asked raising an eyebrow.

“I need to leave the school to take care of something, and it can't wait!”

“Does this have anything to do with why your friend was locked up and drowning at the Everfree Mansion all those months ago?”

“I'm sorry, but I don't have time to explain!” Twilight was about to push past Sunset Shimmer, but said girl pushed Twilight against a locked and stood over her smirking.

“Seeing as how you're clearly not going to tell me what's going on this time, how about something else? I'm willing to move aside, and come up with an excuse that will satisfy all the faculty, as long as you do one thing.”

“What's that?” Twilight asked, a little irritated with Sunset. That irritation turned into pure shock when Sunset put a finger to her lips, “W-what?!”

“Right here,” Sunset said, “And no small peck on the lips either. It has to be deep, like how you'd kiss that girl you're dating right now.”

“Why are you doing this?” Twilight asked looking away, blushing madly, “You know I'm dating Fluttershy.”

“Well yes, that's true,” Sunset said, “But you see, I want you, Twilight. I always get what I want, and I'm going to prove that,” Sunset said, “Mind you, if you don't, I could tell the teachers that you're cutting class. I wonder how that would go over with the school board.”

Sunset didn't know that Luna was in on everything. However, she didn't want to put Luna in a difficult position. Also, she was running out of time. Even if Rarity wasn't completely corrupted, she was still under XANA's influence. She would kill Applejack, and with that activated tower in Lyoko they'd have a specter or two to deal with soon, Twilight was sure of it.

“You'll let me go, and cover for me…?” Twilight asked, “If I do this?”

“I swear on my father's grave,” Sunset Shimmer said seriously, “No one will know that you're cutting class.”

Twilight closed her eyes, took a deep breath, and then got really close to Sunset Shimmer. After a second, she pressed her lips against Sunset's. The kiss, much to Twilight shock and shame, felt wonderful. She could tell that Sunset's feelings, while definitely intense, were genuine.

At least, as far as Twilight knew.

After a second, they parted and just looked into each others eyes. Twilight's heart wouldn't stop racing. This girl was really something else. After getting lost in Sunset's eyes for a few seconds, Sunset stepped aside, turned Twilight in the direction of the door, and pushed her forward with a light slap on the butt.

“Eep!” Twilight cried at the gesture.

“Get going, will ya? You have something important to do, don't you?” Sunset asked. Twilight smiled in gratitude at Sunset, and then ran off to the factory, still feeling really ashamed of what happened.

Sorry Fluttershy…

Pinkie Pie was in History class taking notes (who am I kidding? She was doodling) when the door slammed open. Vice-Principal Luna walked over to the teacher, clearly out of breath.

“Luna? What's wrong?” the history teacher asked.

“Need… Pinkie Pie… now!” Luna said. The teacher nodded and Luna walked over to Pinkie Pie's desk, “The you-know-what went off. You're needed at you-know-where.”

“Got it!” Pinkie Pie said shooting up, and going to a boy wearing a yellow shirt, brown pants, and had brown hair in a loose afro of sorts, “Cheesie, could you take notes for me too?”

“Sure thing Pinkie,” the boy said cheerfully.

“Thank you so much!” Pinkie Pie said hugging the boy, “I'll make it up to you real soon!”

With that Pinkie Pie ran out of the classroom with Luna.

“The others are waiting for you at the statue,” Luna said, “I'd go with you, but...”

“That's okay Lulu,” Pinkie Pie said, “We'll manage.”

Pinkie Pie ran out of the building to the statue, where she saw Dash and Fluttershy waiting for her.

“Pinkie Pie!” Dash called out.

“Where's Twilight and Applejack?” Pinkie Pie asked.

“According to Luna, Applejack is being hunted by Rarity,” Dash said, “Twilight's gonna meet us at the factory.”

“XANA must know that Applejack has the anti-virus for his corruption,” Fluttershy reasoned, “Also, having Rarity kill her would instantly finish the corruption.”

“She wouldn't though, right?” Pinkie Pie asked, “She loves Applejack.”

“She's still with XANA,” Dash said, “There's no telling what she'll do.”

“Just the fact that she'd even consider killing Applejack shows how much the corruption has progressed,” Fluttershy said, “We need to hurry. I'm worried about that activated tower too.”

Fluttershy, Pinkie Pie, and Dash proceeded to the secret passage. On the way though, they ran into Snips, Snails, and Trixie, all three of them with the eye of XANA in their pupils.

“Shit! They're specters!” Dash said, “That must be what XANA used the tower for!”

The three specters charged at the girls, but Dash pushed Fluttershy out of the way toward the sewers entrance.

“Dash! Pinkie Pie!” Fluttershy cried out.

“We'll hold them off!” Dash said, “You get to the factory!”

Fluttershy nodded and ran to the manhole opening it. Snails looked like he was about to charge after her, but Pinkie Pie pounced on him knocking him to the ground.

“Nope! Not this time!” Pinkie Pie said holding him down.

Applejack turned a corner hiding, realizing that she was near the factory. She wondered if Twilight was there yet. If she was, then she had an idea. It was crazy, but if it worked she'd be able to save Rarity. Assuming it wasn't too late.

She was ready to kill her after all.

“Rares… are ya even in there anymore…?” Applejack asked herself, “XANA didn't really kill ya… did he?”

“That's why I have special place,” Rarity said, “Here, I feel safe. There's nothing here that upsets me, so when I have argument with my parents or sister, feel tense about assignment, or dealing with anxiety attack, I come here,” she closed her eyes smiling, “No matter what, I always leave here feeling calmer.”

“Ah see,” Applejack lied down on the grass and smiled, “It's mighty touchin, sharin this place with me.”

“Well, you are special to me,” Rarity said lying down and snuggling up next to Applejack, “I've wanted to take you here for a while, so you'd be part of this place too.”

Remembering the first time Rarity took her to her special spot, when she became a part of that place, made Applejack miss Rarity more than anything. That was the day she became Rarity's hero.

And here she was about to give up.

She looked down the street seeing Rarity approaching her location. She didn't know it, but she needed saving, and Applejack was going to save her. There was something she could do now.

And that was lead Rarity to the factory.

She ran off, making sure that Rarity saw her.

“There you are!” Rarity shouted pulling out her gun and firing at her. Applejack was careful to keep moving and to lead her down a path where no one would see her. She didn't need any unwanted attention from the authorities.

As she ran down the street, she pulled out her cellphone again and called Twilight.

“Are ya in the factory yet?” Applejack asked.

“Yeah, I'm in, where are you?” Twilight asked.

“On my way ta the factory right now!” Applejack said.

“Applejack, are you crazy?! You're leading Rarity here?!”

“Ah've got a plan, alright! Jus' follow my lead and trust me, alright?!”

“Mmm...” Twilight sounded really unsure, but after a second, “Okay, I trust you.”

“Thanks Twilight,” Applejack said with a smile, continuing her jog to the factory. She was beginning to wish she had brought her skates with her. Once she got on Lyoko she'd be fine though.

The elevator opened up, and Fluttershy ran into the computer room.

“Twilight! I'm here!” Fluttershy said.

“Where are the others?” Twilight asked.

“Dash and Pinkie Pie are stuck fighting specters,” Fluttershy said, “Where's Applejack right now?”

“You're going to freak out,” Twilight warned.

“She's on her way here, isn't she?” Fluttershy asked. When Twilight nodded, Fluttershy sighed, “I hope she knows what she's doing.”

“She said to trust her,” Twilight said, “I'm worried about you going in alone, but something tells me that I'm needed out here.”

“I'll be okay,” Fluttershy said, “Send me into Lyoko.”

Twilight nodded and set up the transfer while Fluttershy took the ladder downstairs.

“Transfer Fluttershy!” Twilight said as Fluttershy ran into her scanner. It closed the second she entered it, “Scanner Fluttershy! Virtualization!”

She pressed the enter key, sending Fluttershy into Lyoko. She was rendered in the air close to the activated tower, which was in a clearing. The second Fluttershy landed she ran to the tower, but was fired at from above. Fluttershy looked up and saw a swarm of hornets flying toward her.

“Twilight, hornets!” Fluttershy cried.

“I see them,” Twilight said, “Can you hit them?”

“I can try,” Fluttershy said summoning her bow. She pointed it and fired at a hornet, but it flew out of the way while another one shot Fluttershy in the stomach.

Fluttershy: 60 HP

“Fluttershy, get out of there!” Twilight shouted. Fluttershy nodded and ran into a small cave. One hornet tried flying into the cave after her, but she fired an arrow at it killing it instantly.

“Twilight, I don't know how to get out of here,” Fluttershy said, “I might need help.”

“I think Applejack is on her way,” Twilight said, “Can you hold out until then?”

“I think so,” Fluttershy said, getting another arrow ready.

Applejack and Rarity had made it to the factory bridge. As they ran across the bridge, Rarity fired at Applejack again, her bullet just missing Applejack's head. When Applejack made it to the factory, she grabbed the rope and swung down to the elevator calling it.

“Come on…!” Applejack groaned, “Come on!”

Rarity jumped on the rope and swung down, landing right behind Applejack, who turned around immediately to see Rarity's gun pointed right at her. She said nothing. She just walked forward, breathing heavily as she put the gun right on Applejack's head.

“Rares… don't-”

“Shut up!” Rarity shouted, “Just… shut up!”

Applejack closed her eyes as Rarity gritted her teeth, slowly pulling the trigger…

Click

Out of ammo…

Applejack didn't know if Rarity's sigh was out of relief or disappointment, but she didn't care. The elevator opened up behind Applejack at that moment, and Rarity threw the gun aside and tackled Applejack inside. Applejack managed to reach the button, moving the elevator down to the scanner room.

Twilight heard the elevator click and go down. That must have been Applejack. Sure enough, Twilight turned on the newly installed camera in the elevator and saw Applejack and Rarity inside wrestling.

“Applejack!” Twilight shouted. The elevator opened, and Rarity kicked Applejack out and followed her. Twilight switched to the camera installed in the scanner room and saw Applejack lying on the ground. Rarity picked Applejack up and slammed her against a scanner. Twilight saw Applejack looked up at the security camera and nod.

Twilight knew exactly what she was planning.

“Applejack, you're a genius,” Twilight said setting up the transfer, “Crazy, but a genius nonetheless.”

Applejack grabbed Rarity by her top and threw her into the scanner. Rarity rushed toward Applejack, but the scanner closed before she could get out. Inside the scanner, Rarity was apparently going crazy, screaming and slamming the door.

“Don't worry Rares,” Applejack said placing her hand on the door, “Ah'll save ya this time, Ah'm sure.”

She ran into another scanner next to Rarity's, happy when it closed. Twilight knew what she was planning, and she trusted her.

“Transfer Applejack! Transfer Rarity! Scanner Applejack! Scanner Rarity!” Twilight pushed the enter key on the computer, “Virtualization!”

Applejack rendered and was dropped in the Ice Sector, close to a cave that was being fired on by a swarm of hornets. One brave hornet flied into the cave, but a golden arrow shot out impaling it.

“Gotta save Fluttershy first!” Applejack said pulling out her shotgun. She ran over to the cave and fired at the hornets, killing a few.

“Fluttershy!” Twilight said from the real world, “Applejack cleared the way a bit!”

Fluttershy stepped out of the cave and looked around, meeting eyes with Applejack. She waved to her, and then gasped, “Applejack, behind you!”

“Huh?” Applejack turned around, and then ducked under Rarity's blade.

“I failed mission!” Rarity screamed, “Master will be disappointed, and won't love me! I'll make you pay Applejack!”

She slashed down, but Applejack blocked with her shotgun.

“Fluttershy, go ta the tower!” Applejack ordered, “Ah'll be fine here!”

Fluttershy nodded and ran toward the tower, five more hornets flying after her. Two tarantulas rendered right in front of the tower pointing their guns at Fluttershy, firing at her. Fluttershy slid to a stop and ran to the left, just dodging.

“Twilight, can ya come in ta help Fluttershy?!” Applejack asked.

“Sorry, but no!” Twilight said, “I wish I could, but without Luna to watch the navigation system we'd be blind!”

“What about Dash and Pinkie Pie?” Fluttershy asked still running, “Can they help?”

“I'll call them and check!” Twilight said.

“Ah sure hope so!” Applejack said blocking Rarity's attacks, “Ah can't afford ta be devirtualized this time!”

Dash and Pinkie Pie were cornered by the possessed Snips, Snails, and Trixie. Still in the park, they were backed up against a tree when Pinkie Pie's phone went off.

“Hello?” Pinkie Pie asked.

“Pinkie Pie, please tell me that either you or Rainbow Dash can make it to the factory!” Twilight said.

“We're kind of stuck at the moment!” Pinkie Pie said, “We were hoping you guys almost deactivated the tower!”

“Does Twilight need help?” Dash asked.

“I think so Dashie,” Pinkie Pie said, “What should we do?”

“I'll give you an opening,” Dash said cracking her knuckles, “Trixie and I have a score to settle anyway.”

Dash ran over to the three specters and speared them to the ground. Pinkie Pie immediately ran over to the secret passage.

“Thanks Dashie!” Pinkie Pie called out, “Twilight, I'm on my way!”

“Perfect, because Fluttershy is being hunted by hornets and tarantulas! Also, Rarity is in Lyoko fighting Applejack!”

“Aw, you guys are having a party without me?!” Pinkie Pie cried opening the manhole, “I'll be there in a few minutes!”

Pinkie Pie closed the manhole behind her and slid down the ladder. Once she was on the floor, she ran over to her pink bike and got on, riding through the sewers at high speed. She reached the entrance to the factory and jumped off her bike, climbing up to the top of the ladder as fast as she could.

At the top, Pinkie Pie ran into the factory, jumping right on the rope and swinging down to the elevator, which was already waiting for her thankfully. She went inside and took the elevator down to the scanner room. Since Fluttershy and Twilight installed a security system in the factory, Pinkie Pie didn't need to text Twilight letting her know when she was ready, so she just ran right into the scanner.

Back in the computer room, Twilight closed the scanner setting up the transfer.

“Transfer Pinkie Pie! Scanner Pinkie Pie! Virtualization!”

Pinkie Pie landed a bit in front of the tower, where she saw two tarantulas firing at Fluttershy, who was also being chased by hornets like Twilight said. She looked behind her and saw Rarity slashing wildly at Applejack, who dodged and blocked as many attacks as she could.

“Help Applejack later,” Twilight said, “Helping Fluttershy comes first!”

“Right!” Pinkie Pie said, running on all fours toward the tarantulas. She stopped right in front of them and got in a fighting stance, “Kept you waiting, huh?”

Pinkie Pie VS Tarantula x2

Pinkie Pie rolled into a ball and used her Homing Attack on the tarantula on the left, killing it in one go. The second tarantula fired at Pinkie Pie rapidly, but Pinkie Pie did a series of back flips out of the way.

Fluttershy started running back toward the tower, letting Pinkie Pie know that she had to end this now.

Pinkie Pie rolled into a ball again as the tarantula fired at her, but its shots were deflected from how fast she was rolling.

“Spin Tackle!” Pinkie Pie shouted tackling the tarantula knocking it back but not killing it as she missed the XANA symbol, “Fluttershy, now!”

Fluttershy ran past Pinkie Pie, phasing into the tower.

Fluttershy ran to the center of the tower, allowing herself to be lifted to the top platform. As she flew upward, she allowed herself an elegant back flip right before landing. She calmly walked over to the control panel and began hacking into the tower's security.

Once that was done, she placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy said in relief, watching the coding on the wall fall into the abyss below.

Dash was held on the ground by Snips and Snails while Trixie sat on top of her with her hands charging up with electricity. She smiled maniacally prepared to fire, but she, Snips, and Snails began writhing in pain and screaming. Dash saw black mist fly out of them and they all fell down unconscious.

“They did it,” Dash said in relief as her phone rang, “Twilight? Good job guys.”

“We're not done yet,” Twilight said, “We need you to come to Lyoko and help Applejack.”

“She's still alive?” Dash asked in relief, “Wait! She's in Lyoko right now?!”

“She is, and so is Rarity,” Twilight said, “Dash, we have to get Rarity back, today!”

“Already on my way!” Dash said running to the factory. As she left, Trixie, Snips, and Snails slowly sat up.

“Ugh… what the? Why is the Great and Lovely Trixie lying on the grass?” she looked at her hair and screamed in horror, “My hair! SNIPS!!!! SNAILS!!!!”

Snips and Snails looked at Trixie, who had leaves and twigs in her hair, which was a disheveled mess. Needless to say, she did not look happy.

“Um… Trixie?” Snails asked, “You're hair looks terrible.”

Trixie screamed in anger. Snips and Snails jumped to their feet and ran off, Trixie chasing after them.

In a blind rage, Rarity proceeded to attack Applejack wildly as the latter held her gun up blocking her attacks. Pinkie Pie appeared out nowhere and tackled Rarity with her Homing Attack, knocking her away from Pinkie Pie.

Rarity: 175 HP

Rarity glared at Pinkie Pie, and rushed over to her screaming in rage. She began slashing wildly at Pinkie Pie, who did a series of back flips out of the way. While they were fighting, Rainbow Dash rendered and was dropped close to the fight.

Dash turned to Rarity, pulled out her kunai and threw it at Rarity. She blocked with her sword and shot her shock wave attack at Dash. Dash jumped over the attack rolling forward, and then threw two kunai at Rarity as she stood up.

Rarity: 155 HP

Rarity fell back a bit, and then moved out of the way as Fluttershy's arrow shot past her. Rarity looked around her, seeing Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy all surrounding her.

Applejack Fluttershy Rainbow Dash Pinkie Pie

VS

Rarity

Fluttershy readied another arrow while Applejack fired her shot gun and Dash threw a kunai, both attacks Rarity blocked. She fired her shock wave at both of them, but they rolled out of the way. Pinkie Pie used her Spin Tackle, but Rarity moved out of the way just in time, only to be impaled by Fluttershy's arrow.

Rarity: 110 HP

“Fluttershy…!” Rarity seethed. Grabbing her sword tightly, she charged over to Fluttershy, who spun around using her teleportation technique just in time, reappearing on top of a nearby cliff a few feet away from Rarity.

“Triangulate!” Dash shouted, running in a triangle around Rarity creating two clones along with herself at each angle. Rarity ran to one Dash slashing her with her buster blade, killing a clone. The real Dash threw two kunai at Rarity hitting her in the back and knocking her to one knee.

Rarity: 90 HP

Rarity turned to the real Dash and slashed wildly at her, but Dash ducked and flipped out of the way of all of her attacks. Dash jumped back just as Fluttershy's arrow landed at Rarity's feet. Rarity glared at Fluttershy and then sent another shock wave at her, this time going through Fluttershy.

Fluttershy: 0 HP

Fluttershy's scanner opened, revealing a worn out Fluttershy on her knees.

“Applejack… Dash… Pinkie Pie… please succeed…” Fluttershy begged, worried as her attacks were the strongest against Rarity.

Applejack and Dash took turned firing at Rarity, who blocked and slashed their attacks away. Pinkie Pie rolled into a ball behind Dash and Applejack and tackled her, hitting her in the stomach and knocking her back a bit.

Rarity: 65 HP

Applejack followed it up by firing her shot gun before Rarity could put up her defense.

Rarity: 55 HP

“Girls, be careful!” Twilight cried, “Krabs and tarantulas just appeared in your area!”

“Where?!” Dash asked right before taking two tarantula shots in the back falling to the ground.

Rainbow Dash: 0 HP

“Dashie!” Pinkie Pie cried watching her friend devirtualize. She flipped back just in time as two krabs fired at her. The krabs chased Pinkie Pie while Rarity slashed at Applejack, who like always used her shotgun to block the attacks. The tarantulas got in position and began firing at both Applejack and Rarity for some reason.

“I don't get it,” Dash said looking at the monitor with Twilight and Fluttershy, “Why is XANA trying to attack Rarity too?”

“He knows that Applejack has the anti-virus,” Twilight said, “So if either one gets devirtualized we lose our chance to rescue Rarity.”

“Twilight, you go in,” Fluttershy said, “Clear out the monsters so Pinkie Pie and Applejack can focus on Rarity.”

Twilight nodded and ran to the elevator, taking to the scanner room. Once downstairs she ran into a scanner as Fluttershy got to work.

“Transfer Twilight!” Fluttershy said, “Scanner Twilight! Virtualization!”

Twilight rendered into Lyoko and was dropped off right near the fight. Three krabs turned to Twilight and fired at her, but she did an elegant back flip away. Twilight targeted the krabs in her head, spun around, and threw her arms out elegantly throwing three large homing shots at the krabs killing them.

She turned to where Pinkie Pie was running away from two more krabs and sauntered over to them. As she walked she created two energy orbs in her hands and threw them at both krabs. The monsters fell back exploding.

“Thanks Twilight!” Pinkie Pie said turning to Rarity and running toward her. She jumped into the air and used her Homing Attack knocking Rarity away from Applejack.

Rarity: 40 HP

Applejack reloaded her shotgun and fired two shots rapidly at Rarity, not knocking her back but hitting her point blank.

Rarity: 20 HP

“You're almost done,” Fluttershy said, “She only has twenty hit points left.”

“Good,” Applejack said, unaware that two tarantulas were prepped to fire at her.

“Applejack, watch out!” Twilight called out. The tarantulas fired at Applejack as she turned around, but Pinkie Pie pushed Applejack out of the way just in time, taking the shot herself.

Pinkie Pie: 0 HP

As Pinkie Pie flew back devirtualizing, Twilight threw her smallest attack at Rarity, hitting her in the side.

Rarity: 10 HP

Rarity turned to Twilight and glared at her. She then fired her shock wave at Twilight, who was too slow and was knocked to the ground by the attack.

Twilight: 10 HP

Twilight slowly stood up, but was cornered by two krabs and a tarantula, “Applejack, run!” Twilight ordered. Applejack nodded and ran off, Rarity running after her. Tarantulas and krabs ran after them firing at them, but Twilight quickly destroyed the monsters cornering her and ran after them, killing the monsters that were chasing Applejack and Rarity.

Applejack ran to the edge of the platform she they were fighting on, stopping before she slipped. She looked down into the ocean that made up the digital sea, thinking about her situation. She could definitely take out Rarity in one single shot, but would it matter? What if she was already too corrupted?

She couldn't stand not knowing. She had to know if Rarity was still in there. If not, then life wasn't worth it. She looked one last time into the digital sea, knowing exactly what she was about to do as Rarity ran up to Applejack.

“Rares!” Applejack shouted turning to Rarity, “Remember when ya asked me ta have faith in ya? Ah said that Ah did, an' Ah meant that!”

“And look where it led you!” Rarity said pointing her sword at Applejack, “Thanks to your stupidity I was able to give freedom and Eos to Master!” she scowled at Applejack, “Master ordered me to kill you, but that's impossible here in Lyoko! Master will be disappointed in me! Master won't love me!”

“Rares, he don't love ya now!” Applejack said, “All ya are ta XANA is a tool, an' he'll get rid of ya the second he's done with ya! Not me though! Ah'll love ya ferever!”

“NYET!!!!” Rarity screamed, “You don't love me! You're like everyone else in my life! You're just waiting for me to give you my heart so you can tear it to pieces!” tears began falling from Rarity's eyes, “Won't be hurt again! Won't be betrayed again!”

“Betrayed…?” Applejack asked, “Did someone… hurt ya in the past…?”

“None of your business!” Rarity shouted, “Want to kill you, but can't now! Master won't love me! No one will love me! I'll be alone FOREVER!!!”

Standing in front of Applejack, crying her eyes out still with her blade pointed at Applejack, Rarity was truly a pitiful sight. Just like the day they met, Applejack felt great sadness and loneliness from the Russian in front of her.

Someone hurt her. Applejack didn't know who, but whoever they were left a humongous scar on Rarity. She was desperate for love, and was now clinging to someone who seemed to give her anything she wanted.

“Ya really think XANA is gonna love ya…?” Applejack asked, “Ya really don't love me? Ah don't believe that! Ah refuse ta believe that yer gone! Ah still have faith in ya!”

Rarity stopped crying and looked at Applejack in shock, “W-what…?”

“Ah promised that Ah'd always have faith in ya, an' in my family, we don't break promises! Ah don't know who broke yer heart in the past, but Ah ain't them! No, Ah ain't perfect, but Ah know how Ah feel about ya! Rarity Dostoevskaia, AH LOVE YOU!!!”

“Applejack…?” Rarity said trembling. After a second she shook her head in anger, “Nyet! Don't try to confuse me!”

“Even if ya don't come back fer me, what about yer sister?! She's torn up, Rares! She misses ya! What's she gonna think?!”

“Sweetie Belle… no…” Rarity said wilting. She picked herself back up immediately though, “Stop that!” she seethed, “You're trying to take me away from Master!”

“Damn right!” Applejack said, “Ah'm tryin ta save yer life! Rares, Ah'm yer hero, remember?!”

“Nyet! You are same! I go with you, and I'll be alone again! Master promised me we'd be one forever!”

“Yeah, one as a part of him! Unable ta think on yer own! Everything that's you will be gone! Yer sense of fashion, yer passion in battle, yer short temper, the way ya speak, the way ya cringe at the sight of dirt; everything that makes ya who ya are, that makes ya beautiful, will be gone! Ya won't be anything but an extension of XANA!”

“Master promised me I would never be alone!” Rarity said trembling, “He promised me! You can't promise to be there forever!”

Applejack sighed, “Ah can promise that Ah'll always love ya, Rares.”

“NYET!!!!” Rarity screamed, “Lies! All lies!” she backed away from Applejack, “Master warned me… that you'd say these things to confuse me…!”

“Rares, Ah'm not tryin ta confuse ya! Ah love ya, an' Ah still believe that ya love me!” Applejack stood ready, hold her shotgun defensively, “If ya don't, then prove it right now by knockin me inta the Digital Sea!”

Twilight ran up to them, stopping a bit behind Rarity in shock.

“Applejack?!” Twilight asked.

“What the hell Applejack?!” Dash asked.

“Applejack, please don't!” Fluttershy begged.

“I can't watch this!” Pinkie Pie said turning away covering her eyes.

“Ya said XANA wanted ya ta kill me, right?” Applejack asked, “Well, Ah'm sure he wouldn't be to upset if Ah fell in here! Yer shock wave won't kill me if Ah defend, but the impact will knock me off the edge! Chances are, Fluttershy won't be able ta devirtualize me before Ah hit the water, meanin you'll win!”

“Applejack, don't do this!” Twilight begged, “If you fall into the Digital Sea we can't pull you out!”

“You'll be trapped in the virtual world forever!” Fluttershy said, “Applejack, let me pull you out now! We can try-”

“No! Ah'm not leavin Rares! Not like this!” Applejack said.

“AJ, this is stupid!” Dash said, “Giving yourself up isn't-”

“SHUT UP!!!!” Applejack screamed, “Ah have faith in her! Ah know that Rares is still in there! She ain't evil! She's jus' hurt, an' confused!” Applejack started crying, “So what'll it be Rares? Are ya gonna kill me?”

Rarity laughed maniacally, “You should listen to others, Applejack!” Rarity said getting her sword ready, “You'd risk me killing you like this?”

“Yes, Ah would, cause Ah can't live in the real world without ya!” Applejack admitted, visibly shocking Rarity, “Ah love ya Rares, more than Ah can even express! Ah love ya so much that it hurts! But my world ain't worth livin in without ya in it! So ya might as well kill me right here, Rares!” Applejack broke down completely, “Cause if Ah have ta leave Lyoko without ya again, Ah'll die anyway! SO COME ON RARES!!!! IF YA REALLY HATE ME THAT MUCH, KILL ME!!!!”

Rarity was trembling, but she got her sword ready. Twilight charged up her energy beams, but a nearby tarantula fired at her knocking her back.

Twilight: 0 HP

“Applejack!” Twilight screamed as she devirtualized. Not taking her eyes off of Applejack, Rarity raised her sword, charging it up. She looked strained, like she was having an internal battle within herself. After a second, she slashed downward sending a shock wave toward Applejack, who didn't even try to move out of the way. Instead, she just closed her eyes in acceptance.

“APPLEJACK!!!” everyone screamed, watching on the super computer. They couldn't tell directly, but they could hear Rarity's attack. She fired, and she was about to…

The attack flew toward Applejack, flying right past her side, missing her completely. Applejack opened her eyes and saw Rarity looking at Applejack shocked and confused. She fell to her knees dropping her sword, and hugged herself as she broke down.

“I… can't…!” Rarity said, “I can't… kill…”

The tarantula that fired at Twilight turned to Rarity and charged up its attack. Applejack saw that and quickly reloaded her shotgun, firing at Rarity at the same time as the krab. Both shots flew toward Rarity, one in front and one in back. In the end…

Applejack's bullet hit her first.

Rarity: 0 HP

As Rarity devirtualized, the tarantula's shots hit Applejack knocking her off the side.

Applejack: 0 HP

Realizing what happened, the tarantula gave a shrill cry to the heavens, probably mimicking XANA's state of mind. He lost. He lost bad.

As Applejack's scanner opened up, everyone exited the elevator running into the scanner room. Twilight ran into Applejack's arms.

“Don't ever do anything like that again!” Twilight demanded.

“Hopefully Ah won't have ta,” Applejack said returning the hug.

“Speaking of,” Dash said catching everyone's attention. Applejack stepped out of the scanner and walked over to the scanner Dash, Pinkie Pie, and Fluttershy were looking into apprehensively. Inside the scanner was Rarity. She was lying on the floor, still dressed in the same manner as before, but not moving.

For a while, no one moved, unsure of what happened. Did Applejack succeed? Was Rarity herself again? When she stirred, everyone except for Applejack stepped back a bit. Slowly, Rarity sat up, and looked up at everyone.

She looked devastated.

“Girls...” Rarity said, tears falling from her eyes, “I'm… so sorry...”

Applejack pushed everyone out of the way and ran into the scanner, falling to her knees and embracing Rarity tightly.

“Yer home…!” Applejack sobbed, “Yer home!”

“AJ…!” Rarity said trembling. After a second, she broke down completely returning the embrace.

Dash breathed out in relief loosening her fists, Pinkie Pie wiped tears from her eyes smiling, Fluttershy placed a hand on her chest smiling in relief, and Twilight fell to her knees looking the most relieved.

They finally got a victory on XANA.

It was nighttime now, and Sweetie Belle was trying her best to get to sleep, but it was hopeless. She hadn't had a good night's sleep in days, not since Rarity's disappearance. She wanted her sister back. Sitting up and looking out her window, she closed her eyes and prayed silently.

“Rarity…” Sweetie Belle said, shedding a single tear. Almost in response, Sweetie Belle heard the door open downstairs. She quickly ran out of her room going downstairs, where she got the shock of a lifetime.

“Sweetie Belle...” Rarity said softly. Sweetie Belle started breathing heavily, like she was about to break down.

/Are you… really back…?/ Sweetie Belle asked slowly.

“Dah...” Rarity whispered, /I'm home now…/

Sweetie Belle ran into Rarity arms, crying loudly. As they cried, the lights came on and their parents walked up to them, both of them wide eyed seeing their eldest daughter. Rarity looked up at them and then stood up.

“Mama… Papa…” Rarity said slowly. Her mother covered her mouth trembling before running to Rarity embracing her. It wasn't long before her father and little sister joined in.

Applejack stood right outside of the house. She wished she could have been with Rarity too, but right now she needed to be with her family. They'd have time to talk later.

“Good night love,” Applejack said smiling. She turned and began skating back to the school, heart feeling lighter than it had all week. Rarity was back, safe and sound.

Ending Theme: Can't Fight The Moonlight

Author's Note

Just so my readers know, I had planned on having the girls save Rarity this chapter since coming up with the story line, this has nothing to do with me throwing our heroines a bone.

Click here to check out my Patreon if you wish to support my work and help in my plans for world domination.

18: Forgiveness

Theme Song: A World Without Danger

18: Forgiveness

“You want to leave the team?” Twilight asked in shock. A day after being rescued, Rarity called everyone to the factory, where she was waiting for them in the computer room. Thankfully she was now dressed in her usual attire and makeup.

But no one expected the bomb she dropped once they got settled in.

“Dah,” Rarity said somberly rubbing her arm, “It's for best… I think...”

“But why?” Pinkie Pie asked sadly, “You don't want to be our friend anymore?”

“It's not that,” Rarity said, “It's because we're friends that I want to leave,” she turned away from everyone and closed her eyes, “I hurt all of you in worst way. I captured and beat Fluttershy, I shot at Pinkie Pie, I freed XANA and helped him capture Celestia, and… I attempted to kill Applejack… I betrayed team…”

“But that was because of XANA,” Dash said, “You didn't know what you were doing.”

“Nyet,” Rarity shook her head, “That's wrong. I knew exactly what I was doing. XANA just took advantage of my feelings. There's small part of me that resented how close you all were, and… how much everyone loved Fluttershy…”

Fluttershy turned away biting her lip in shame.

“Rarity,” Twilight said, “We know that we haven't been the best of friends to you, and we're sorry. We don't just care about your skills on Lyoko, we care about you.”

“I… want to believe you Twilight,” Rarity admitted, “But XANA's virus brought out lot of painful thoughts. I didn't realize how much I really grew to resent all of you until XANA began whispering into my ear,” Rarity looked at everyone sadly, “I promise I won't tell anyone about super computer, and I'll still help protect the school whenever XANA attacks, but… I can't fight anymore. I'm sorry...”

Applejack was silent for the entire conversation, standing in a corner by herself just listening. After a second, Applejack took a deep breath and walked over to Rarity taking her hands.

“If this is really what ya want Rares, then Ah won't stop ya,” Applejack said with a saddened smile.

“Applejack…” Fluttershy said, mirroring how surprised everyone was.

“You're… not upset?” Rarity asked.

“Ah ain't happy,” Applejack admitted, “But Ah ain't gonna force ya ta fight. If ya need some space, some time away from the computer, the team, an' Lyoko, then Ah'm willin ta give it to ya,” she caressed Rarity face lovingly, “Take as much time as ya need. Jus' know that if ya need anythin at all, ya got friends here.”

“Spasibo,” Rarity said softly. She kissed Applejack tenderly on the lips, and then walked to the elevator. As she went up to the surface, everyone had heavy hearts.

“Hey,” Dash said walking over to Applejack, “Are you sure about this?”

Applejack took a deep breath, “Yeah, Ah am.”

“But she's one of us,” Pinkie Pie said, “We're the Lyoko Warriors. All for one and one for all.”

“She feels like we only care about her as a member of the team,” Applejack explained, “We need ta show her that we care about her as a person.”

“Still, losing her as a fighter is crippling,” Twilight said turning to the computer, “We got her back, but XANA still has a major advantage over us. Losing one of our main fighters isn't going to help us.”

“And with Lulu standing in for Celestia, she can't be here as much as before,” Fluttershy added, “So Twilight has to stay out here more often.”

“What if we… nah,” Pinkie Pie said shaking her head.

“What? Got an idea?” Applejack asked.

“It's silly,” Pinkie Pie said, “You'll all hate it.”

“If it's one of your ideas, I doubt it,” Dash said. Pinkie Pie may have been spacey at times, but her random ideas and intuition had saved them on more than one occasion.

“Well… I was thinking that we should...” Pinkie Pie said, “maybe begin searching for a new member?”

“Like… another Lyoko Warrior?” Twilight asked.

“Yeah. Remember how we did when we had Lulu here with us all the time?” Pinkie Pie asked, “She could watch the computer if Twilight had to come into Lyoko.”

“It is true that if we had another member we could begin making up what we lost,” Twilight said, “We have to start fighting back against XANA.”

“But who would we get?” Dash asked, “We can't just pick anyone. This is a big secret.”

“We ain't jus' fightin a regular enemy either,” Applejack said, “We're at war basically.”

“We need to be on the lookout for someone,” Fluttershy said, “I also think we need to find one of the other two Architects of Lyoko.”

“I'll scope the school for possible candidates,” Dash said, “Pinkie Pie, wanna come with?”

“Sure Dashie,” Pinkie Pie said, “Twilight, we'll see you back at the school.”

Twilight nodded as they left the computer room.

“Ah'm gonna head out too,” Applejack said walking to the ladder, “Skate around the neighborhood, ya know?”

“Sure thing,” Twilight said, “I'll stay here with Fluttershy for a bit before we head back,” after Applejack left, Twilight sighed and turned to Fluttershy, “So what's wrong?”

“Nothing,” Fluttershy said looking away.

“Don't give me that,” Twilight said, “We've been dating for almost a year now, so I know when something's wrong.”

Fluttershy sighed, walked over to the side wall and sat down hugging her knees, “Twilight, Rarity said that she hates me.”

“She was under XANA's control when she said that,” Twilight said.

“No Twilight, I remember when Lulu was corrupted,” Fluttershy said somberly, “It's just like Rarity said, she was in full control. Everything she said then she felt at least a little. There's a part of her that hates me...”

“Fluttershy,” Twilight got up and walked over to Fluttershy to sit next to her, “Rarity joined our group because she wanted to protect you. She's been looking out for you since the beginning. Even if there are things she doesn't like, I'm sure that she doesn't really hate you. That much, was XANA talking. I refuse to believe otherwise.”

Fluttershy took Twilight's hand and leaned into her, “I wish I could be as optimistic as you. Ever since getting my memories back, everything around me just feels so bleak. I remember my mother dying from cancer, I remember my father being killed by XANA, I feel so alone.”

“Everything that happened to Rarity probably only made things even worse,” Twilight said.

“She was my big sister,” Fluttershy said, “To know that she hated me, it makes me wonder if I'll lose everything I have left, like… you.”

“You won't lose me,” Twilight said, “I'm still here now, right? Sure, you lost your mother and your father, but now I'm your family. You can always lean on me, okay?”

Twilight wrapped her arms around Fluttershy, who silently cried in her embrace. Ever since getting her memories back, Fluttershy had become even more sensitive than she was before. She could be seen walking around the school in a bit of a daze, and sometimes would start crying a bit in class. To her, the death of her father was still fresh in her memory.

She needed Twilight now more than ever.

After skating around the residential areas for a few minutes, Applejack went in the direction of her and Rarity's special place. On one hand she needed to be there herself for a bit, but on the other hand she was hoping that Rarity was there so they could talk by themselves. They hadn't really had much time since rescuing her from XANA. Even when Applejack walked her home, they didn't really say anything. They just held each other.

When she arrived, she saw Rarity sitting by the water. Applejack took off her skates and walked over to her, sitting down next to her.

“Ah was hopin you'd be here,” Applejack said.

“Really?” Rarity asked, “Here to talk to me privately about leaving team? I'm not changing my mind.”

“Ah meant what Ah said in the factory,” Applejack said looking out at the water, “If ya need some space from the fightin, Ah'm willin ta give it to ya.”

Rarity looked at Applejack in shock for a second, and then leaned into her.

“Actually, there's somethin else Ah wanted ta ask ya about.”

“What's that?”

“When ya were under XANA's influence, ya mentioned that someone hurt ya,” Applejack said, noticing how Rarity tensed up.

“You… remember that?” Rarity asked.

“Yep. Ah sort of get the feelin that has somethin ta do with how afraid ya are of us, right? Along with yer family bein against it, Ah mean.”

“Dah,” Rarity admitted, “I'm worried about parents finding out that I'm lesbian now, but there's reason why I'm so...”

“Why ya turned down every other guy that approached ya even before meetin me?” Applejack asked, “What happened?”

“Why does it matter?” Rarity asked.

“Cause we're still datin, an' Ah'm hopin we'll be tagether fer a real long time. If there's an obstacle though, we need ta face it.”

Rarity looked at Applejack surprised, “We're… still couple…? Even though I'm leaving team?”

“Ya thought Ah'd break up with ya jus' because ya ain't with the group anymore?” Applejack asked looking at Rarity incredulous, “Silly girl, why would Ah break up with ya fer that?”

“I don't know...” Rarity said looking back at the water hugging her knees, “I'm being stupid, I know.”

“No yer not,” Applejack wrapped her arms around Rarity, “Seriously though, this is what Ah'm talkin about. You thinkin that ya need ta be on some team in order ta have friends. What made ya think that?”

Rarity closed her eyes, contemplating something. She was silent for almost a minute before she spoke again.

“I was freshman,” Rarity said, “New student in Canterlot High. I was nervous, because back then I still had trouble with English. Still, I was really popular because of appearance. Lots of boys were interested in me, but there was one boy I had my eyes on. His name was Blueblood. He came from rich family too, and was senior. I had… er… how do I describe it…?”

“Ya had a massive crush on him?” Applejack asked to help Rarity.

“Dah, that,” Rarity said, “Massive crush. He was all I thought about for entire school year, but I was too nervous to approach him. He was good with English though, so I asked him to help me. He agreed, and after third session he was kissing me. He told me that he was waiting for me to come to him. I was so happy. Blueblood was interested in me. We dated for the remainder of year, I even gave him virginity. Then, Senior Prom...”

The way her eyes narrowed told Applejack something happened at senior prom. Rather than push her, she just let Rarity continue at her own pace.

“I was his date,” Rarity said, “But he seemed distant. We only had one dance together, when he went to get refreshments he only got one for himself, and he acted like he didn't want to talk to me. He went off by himself, and was gone for long time,” tears formed in Rarity's eyes, “I found him in hallway, making out with another girl. When I asked him what was happening, he told me that he didn't want long term relationship with girl who didn't speak English. That… was when I realized why every boy in school wanted me. They didn't want me for me, they just wanted my body. That's all anyone wants. No one wants me unless I'm giving them something.”

“Rares, that ain't true at all,” Applejack said, “Ah don't want anything.”

“Don't lie!” Rarity snapped, “You do want something!”

“No, Ah don't,” Applejack said taking Rarity's hand, “Nothin except ta be close to ya. Okay, Ah'll admit, Ah'd love it if we could actually be more like Twilight and Fluttershy-”

“See? You do want that! I knew it…” Rarity said sadly.

“But, Ah'm willin ta go only as far as you're comfortable. If ya weren't comfortable bein that close, then we'd manage. We're movin at yer pace, remember?”

“You didn't stop me when I was corrupted,” Rarity said looking away, “When I was more open with our relationship.”

“No, Ah didn't,” Applejack said, “But if Ah had realized that you were under XANA's influence Ah would have stopped ya. Ah want our first time tagether ta be because you truly want it. Ah ain't like Blueblood.”

“You say that, but everyone says that,” Rarity fussed.

“Well, Ah'm not everyone,” Applejack said, “Honestly, Ah love how ya talk. Yer accent, an' how ya speak English, sure it ain't perfect, but it gives ya a certain character. Ah could listen to it all day. Also,” Applejack kissed Rarity, lingering for a few seconds, “All Ah ever wanted was that. Ah could kiss ya all day jus' like that an' be happy. Ah love ya, Rares. Really, Ah do.”

“I… love you too AJ,” Rarity said, “I want to trust you… but...”

“Ah get it, Blueblood really messed ya up,” Applejack said, “This is why Ah think spendin some time away from the team is a good idea. XANA brought out a lot of yer insecurities, an' freein ya didn't make those feelins go away. Take as much time as ya need ta heal, alright?”

Rarity looked so confused and sad, as if no one had ever shown her this much affection. Applejack always knew that Rarity was sad. The poor thing put a wall around her heart after that jerk Blueblood broke it.

If Applejack ever saw him, she'd punch him in the face for hurting Rarity.

After a second, Rarity embraced Applejack tightly and pushed her onto the grass. No more words needed to be said between them. They'd stay like that for the rest of the day, until it got dark, where Applejack would walk her home.

Applejack had saved Rarity from XANA, but her work wasn't done yet. She was going to save Rarity's heart next.

The next day, Rarity was making her way to the school with a heavy heart. Her parents didn't think that she should be going back to school so soon, but Rarity didn't want to sit around and do nothing. She needed to be active, and most of all she needed to go to her fencing class.

As she turned the corner, she saw Rainbow Dash and Pinkie Pie standing by Sugar Cube Corner as if waiting for someone. When they saw Rarity, Pinkie Pie waved enthusiastically at Rarity.

“Rarity! Heya!” Pinkie Pie called out. Rarity waved slightly and walked over to them, as they were on her way to the school.

“I had a feeling we'd run into you now,” Dash said with a smirk.

“Oh, s-sorry...” Rarity said looking away.

“Don't apologize,” Pinkie Pie said touching her shoulders, “We waited for you.”

“You did?” Rarity asked, “Why?”

“Why not?” Dash asked, “We sometimes eat breakfast here and then go back to class, so we figured we could all walk together.”

“Come on!” Pinkie Pie said pulling Rarity onward, “We don't wanna be late.”

This was weird. They never walked with her to school before. Normally it was just her and Sweetie Belle, but she still didn't feel up to coming to school. As such, it was going to be just her today, but meeting up with Dash and Pinkie Pie…

Why were they here anyway?

“So, how's Sweetie Belle doing?” Dash asked Rarity.

“Um… fine,” Rarity said, “She is… er… recovering from ordeal.”

“I'm surprised you even tried coming to school,” Pinkie Pie said, “You were XANA's slave for a full week.”

“I wasn't XANA's slave!” Rarity snapped, shocking both Dash and Pinkie Pie. Realizing what she did, she shook her head and walked ahead faster. Sadly, Dash and Pinkie Pie ran after her and were right next to her.

“Maybe slave isn't really the right word,” Dash said, “But you were under his influence.”

“Dah, I was,” Rarity said. They were silent for a few seconds.

“What did it feel like?” Pinkie Pie asked.

“What did what feel like?” Rarity asked.

“Being under XANA's influence,” Pinkie Pie continued.

“Why do you want to know?” Rarity asked, “It's not like it matters anymore.”

“But it does,” Pinkie Pie said taking Rarity's hand, “You're my friend, and I want to understand what he did to you. That way, I can help you get through it.”

Rarity looked at Pinkie Pie intently before sighing and looking forward.

“It felt… natural in sense. How can I explain…? You know how there are things you may feel like doing, thoughts in passing, but you don't act on them or even indulge in them?”

“Yeah, I know what you mean,” Dash said, “Like when you sort of dislike something about a person, and a part of you wants to just act on it, but if you do, it'll mess up your relationship with them, right?”

“Dah,” Rarity said, “For me, that thought wasn't there. First, those negative thoughts were made dominant, and second, that part telling me to not act on those thoughts wasn't there.”

“So, they were all your thoughts, just the ones that you normally throw away?” Dash asked.

“Dah,” Rarity said looking down, “Deep down, I'm horrible person. No wonder no one wants to be my friend.”

“That's not true,” Pinkie Pie said hugging Rarity's arm and leaning into her, “I don't think you're a horrible person. If that's true…” it was just for a split second, but Pinkie Pie's entire aura changed before she perked up and smiled at Rarity, “I need to pick up something from my room. I'll see you in homeroom Dashie!”

“See ya Pinkie Pie,” Dash said waving to Pinkie Pie, watching her skip into the dorm building. When they were alone, Dash sighed, “I bet if XANA did that corruption thing to Pinkie Pie, we'd all be in trouble.”

“I don't see how,” Rarity said, “She's nicest girl in school. Nicest student in school.”

“Yeah, she is,” Dash said looking serious, “But it's usually the ones with the biggest smiles that are the saddest. I'll see ya at lunch Rarity,” Dash said with a smile. As she walked off, Rarity thought hard about what Dash said. What would XANA have done to Pinkie Pie had he corrupted her?

And what was Pinkie Pie hiding about herself?

Lunch was odd for Rarity. She sat at the usual table with everyone, but she wasn't really listening to what anyone was saying. Throughout the conversation everyone tried to pull her into various topics, but she couldn't really get into them. Her head was somewhere else entirely.

Their attention was caught though by Twilight's computer going off. Twilight opened her computer looking at the super scan.

“Is it XANA?” Dash asked.

“He activated a tower in the Desert Sector,” Twilight said.

“It's a good thing we're all together then,” Pinkie Pie said.

“Exactly, I suggest we all move out and-” Twilight cut herself off, and everyone looked at Rarity, “Um...”

“It's fine…” Rarity said, “I'll tell Luna that you're heading out...”

“Thanks Rares,” Applejack said with a smile, “Alright y'all. Let's get movin.”

Everyone looked awkwardly at each other, but got up and ran out of the cafeteria. Rarity sighed to herself and got up walking to the Principal's Office.

Luna was in her office, playing Persona 4: Dancing All Night. She was pretty sure she was supposed to be doing some sort of paper work, but this game was too engaging. She just couldn't tear herself away from-

KNOCK KNOCK KNOCK

“Ahh!” Luna screamed rushing to put her game away and pull out paper work, “I'm working! I'm working! I swear to God I'm working!” when Rarity opened the door and stepped in, Luna breathed out in relief, “Oh Rarity, it's you. What's wrong?”

“N-nothing,” Rarity said looking away slightly, “Just… super scan went off. Others are heading to Lyoko now.”

“But… not you?” Luna asked raising an eyebrow.

“Didn't other's tell you?” Rarity asked, “I'm not on team anymore.”

“Yes, I did hear something to that effect,” Luna said with purse lips, “Are you sure about this?”

“Dah,” Rarity said, “I… I can't...”

Luna sighed, “I understand. As long as you're okay with it.”

Rarity nodded and stepped out of the room. Luna felt for Rarity's situation, but she knew that she needed to be with her team. She had an important job, and right now she wasn't doing it.

Oh well, Luna thought shrugging to herself. She needed to get back to work too. Hence why she pushed her paperwork aside, propped her feet onto the desk, and got back to work… dancing all night…

Fencing class wasn't nearly as fun without Applejack to spar with. Naturally everyone flocked around her to make sure she was okay, and the teacher even asked if she wanted to sit this class out. She hated that so much. She wasn't some helpless damsel! She was a fighter! A knight-

Oh wait, she wasn't that anymore… Now she was just another pretty face in school…

After class ended, Rarity stayed in the showers a lot longer than usual, letting the warm water caress her body and relax her. She could have waited until she got home, but for some reason she wanted to shower before leaving the school. Besides, here she didn't have to rush. Not that she rushed at home.

Part of her hoped that they'd use Return to the Past so she could redo her day and maybe spend the rest of her night with Applejack. After she finished her shower and got dressed though, something told her that she wouldn't have so much luck.

As she walked to the gate, she saw Applejack standing there waiting for her. Applejack smiled when she approached, making Rarity's heart flutter somewhat.

“You didn't use Return to Past?” Rarity asked.

“Eh, the attack was self contained,” Applejack said with a shrug, “He jus' created a specter. Hopin we'd have ta do the day over?”

Rarity bit her lip looking away, and then walked past Applejack without a word. Applejack sighed playfully and ran up to Rarity wrapping an arm around her.

“Ya miss it, don't ya?” Applejack asked.

“Miss what?” Rarity asked.

“Ya know what,” Applejack said, “Ya miss hangin out with everyone, fightin monsters on Lyoko, holdin yer sword-”

“Don't,” Rarity said, “Just don't.”

“Ya know, we did miss ya on Lyoko,” Applejack said, “Dash even thought we should have called ya ta help.”

“But you didn't need me,” Rarity said.

“No… Ah suppose we didn't…” Applejack said looking serious, “How are ya feelin?”

“I don't know,” Rarity said, “Same as usual I suppose.”

“Does that mean how you are normally or how you were before meetin us?” Applejack asked.

“What does it matter?” Rarity asked harshly, “Usual is usual. I always feel like this.”

“Ya always feel alone then?” Applejack challenged.

“Yes… no… ugh! I'm so confused!” Rarity fussed, “I don't know how to think or how to feel anymore!”

“Shh...” Applejack embraced Rarity tightly, “Jus' feel this right now.”

“Applejack… s-stop...” Rarity begged.

“Not happenin,” Applejack said.

“Applejack, please...” Rarity continued, her eyes watering, “I can't…”

“Ya don't have ta do anythin,” Applejack said, “Jus' feel.”

“I'm scared…” Rarity said, “I don't want to be hurt again…”

“Ah know,” Applejack said, “Ah ain't perfect in the slightest. Ah know Ah'm pigheaded, a trouble maker, Ah ain't always the most sensitive or understanding, but Ah promise that Ah'll never do ya like Blueblood did.”

“How can I...”

“Ah can't make ya trust me,” Applejack said honestly, “All Ah can do is continue ta be there, an' pray that one day ya do. Ah'll keep holdin ya like this until ya do.”

They stayed like that for a few more minutes. Rarity wanted so badly to trust Applejack, and honestly she knew that she could. But that feeling wouldn't go away. That uncertainty about Applejack, and about the others.

The next day, Twilight gathered everyone into her room to discuss their next move against XANA.

“We saved Rarity, but XANA still has Eos,” Twilight said.

“He's also still out there in the network,” Applejack added, “Dash, did you an' Pinkie Pie find anyone ta add to our group?”

“No one I'd trust,” Dash said, “Like we said before, we're at war here. We can't just add anyone.”

“I thought about adding Cheese Sandwich, but after a while I thought against it,” Pinkie Pie said, “I don't want him getting hurt.”

“That's what it sort of boils down to,” Twilight said, “There are a few people we could possibly trust with this, but are we okay bringing them into this fight?”

“I'm beginning to think it would be better to try and fight XANA ourselves like usual,” Fluttershy said.

“Yeah, cause we've been doing a real bang up job so far,” Dash said sarcastically, “Seriously, we're getting our butts handed to us here. What we need is-”

“Don't,” Applejack said, “We can't force her ta join us.”

“That attack yesterday we barely survived though,” Dash argued, “I'm no good at fighting bloks, and we still can't afford to let Fluttershy get devirtualized. We. Need. Rarity.”

“An' Ah'm sayin we ain't gonna make her fight if she don't wanna,” Applejack retaliated, “She's been through enough as it is.”

“XANA's not going to leave her alone,” Dash said, “He's going to attack her again, now more than ever since she's not with us twenty-four seven.”

“If XANA attacks her, then Ah'll jus' protect her,” Applejack stated.

“You can't protect her all the time, Applejack!” Dash said, “Besides, she's not some helpless damsel! She's one of us! A Lyoko Warrior!”

“Ah know that!” Applejack shouted, shocking everyone, “But Ah also know what she's goin through! She needs time ta sort out her mind and figure out what she's gonna do. As her friends, we jus' need ta trust her.”

Dash closed her eyes and took a deep breath, “Okay, I'm sorry Applejack. I know this is the best thing for Rarity right now. I'm just frustrated, okay?”

“I think we all are a little,” Twilight said, “We can't seem to recover from that last big victory of XANA's. He got us good that last time.”

“I'm not worried,” Pinkie Pie said cheerfully, “This is how it was in a video game I played.”

“Pinkie Pie, this isn't a game,” Fluttershy said with a sigh.

“Here me out,” Pinkie Pie said getting up, “You see, the main characters were on this journey where they thought they were saving the world. They traveled around their world, fought monsters, risked death, and after a long journey they made it to the Tower of Salvation where their journey was going to be completed.

“But you see, it didn't end up that way. Turns out, the angels who sent them on this journey were actually the bad guys, and the main characters were helping them with their plan. One of their partners turned out to be a traitor working for the bad guys, and the situation was so bad that now two worlds were going to be destroyed, and they didn't have any means of saving them.”

“That… does sound a bit like what we're going through,” Twilight said.

“Up shit's creek without a paddle basically,” Dash added, “Yeah, that's us in a nutshell.”

“So, what did they do?” Applejack asked Pinkie Pie, “Cause Ah'm assumin they saved the day, right?”

“I never beat the game,” Pinkie Pie admitted, “But I do know that they didn't give up. The main character decided that even if he didn't know what to do, he was going to save both worlds, and do it in a way so no one had to suffer. That's what we have to do. We have to just keep moving forward, even if we don't know what to do.”

Twilight looked down thinking, “You know, ever since XANA's attack, we've been so tense. It's like we're always at each others throats. This is what XANA wants to do to us. He wants to drive a wedge between us.”

Applejack and Rainbow Dash turned to each other, considering what Twilight said.

“We need to remember why we came together in the first place,” Fluttershy said, “We can't let XANA break us apart.”

“You're right,” Dash said, “Which means I need to try and be a little more sensitive.”

“Yer not alone,” Applejack said, “Ah need ta listen a little more myself.”

“For right now,” Twilight said getting up, “I'm going to head back to the factory. Since it's the weekend, I'm going to spend some time trying to learn more about the Architects of Lyoko.”

“Want to check out Sector 5?” Fluttershy asked, “I can send you in and navigate for you.”

“I think that's a great idea,” Twilight said, “I'm pretty sure we can find terminals somewhere in the security section.”

“I think I wanna head to the Rec Room,” Pinkie Pie said, “Dashie, wanna come too?”

“Eh, sure,” Dash said with a shrug, “AJ, you coming too?”

“Nah, Ah think Ah'm gonna head ta Rarity's fer a bit,” Applejack said, “See if Ah can convince her ta come out fer a bit.”

“Have fun,” Dash said with a smirk, “I'm sure you'll have a-” the super scan went off right before Dash could finish.

TOWER ACTIVATED

LOCATION: DESERT SECTOR

31 LAT, 9 LONG

“All of that's going to need to be put on hold,” Twilight said, “XANA's launching an attack.”

“So soon though?” Fluttershy asked, “We just finished fighting him yesterday.”

“Maybe now that he's free from the super computer he's able ta move faster,” Applejack said.

“That's concerning,” Twilight said, “I'll go to the factory with Fluttershy and Pinkie Pie. Dash, you check the school for specters while Applejack checks the town. I'll do a scan of the area once I'm in the computer room.”

“Got it,” Applejack said.

“See ya guys on the battlefield,” Dash said. Everyone went their separate ways, but Applejack didn't go right to the city. Something told her she knew exactly who XANA was going after.

She needed to check on Rarity fast.

Rarity wasn't used to sitting at home on a Saturday. Normally she was with the others. She was thinking about going to see them, but Applejack texted her earlier letting her know they were discussing Lyoko.

She had no business there.

Still, she felt funny not being there with them. What if they were talking about something important? What if XANA attacked? What if-

No! She didn't have to worry about any of that anymore. She wasn't with them now. Besides, Applejack said that they were okay. They'd do just fine without her.

“They don't need me,” Rarity said folding her arms and sitting back on the couch. She had the whole house to herself, since Sweetie Belle was hanging out with her friends and their parents went shopping. It felt nice being alone, but she still felt restless.

“Maybe I'll give AJ call,” she said picking up her phone.

“I don't see much of reason to do that,” a familiar voice said, “It's not like you'll be together much longer anyway.”

Rarity turned to the door and got the shock of a lifetime. Standing there was herself, dressed in the same slutty black outfit and make-up she wore under XANA's control, but with red demonic eyes instead of her blue eyes. Looking at it from here made her question why she thought that looked good, but she had a more important question on her mind.

Like how the hell she was over there and sitting on the couch at the same time.

“Who are you?” Rarity asked slowly getting up.

“I'm you,” the other Rarity said, “Think of me as reflection of your true self. I came here to stop you from making big mistake.”

“What do you mean?” Rarity asked.

“Setting your hopes up,” Rarity's double said, “You and Applejack don't have reason to stay together anymore.”

“What are you talking about?” Rarity asked frowning, “AJ is my girlfriend.”

“Mmm, about that...” Rarity's double said, “You're not on team anymore, remember? You left because you realized you weren't actually friends with any of them. They're done with you, and pretty soon Applejack will be done with you too.”

“N-nyet, she won't!” Rarity said, “S-she promised me that she wouldn't...”

“How cute,” Rarity's double said, “You're trying to convince yourself. Don't you remember how it was with Blueblood? The second he got what he wanted from you he was done. That's just how people are, remember? They only stay close to you as long as you're giving them what they want. Once they either get it or realize that you're not going to give it to them, they leave. How long do you think Applejack's going to wait for you to put out, hm?”

“AJ… said that she loves me...” Rarity said.

“And Blueblood made you feel loved too,” Rarity's double said, “Face it. She's going to leave you too, just like everyone else.”

“Why are you here…?” Rarity asked weakly, “What do you want?”

“I'm here to remind you of who you are,” Rarity's double said spinning around, “This is real you, Rarity.”

“Nyet!” Rarity cried, “You're not me! You hurt Fluttershy, shot at Pinkie Pie, and tried to kill Applejack!”

“Nyet Rarity,” Rarity's double walked over to Rarity, “That wasn't me. That was all you. You wanted Fluttershy to suffer for taking your spot as student who got all attention. You couldn't stand Pinkie Pie, always going on and on about some video game and acting like a super hero, so you shot at her, hoping and praying that you'd hit her in skull and end her miserable life.”

“Nyet… nyet… nyet… nyet...” Rarity said, now falling to her knees and holding her head.

“And when Master ordered you to kill Applejack, you were happy to oblige. You are Master's loyal soldier, Rarity, and it's time to come home.”

“But… Applejack...”

Rarity's double picked her up and slapped her, “Wake up! Applejack doesn't love you! No one in this world loves you! Master is willing to give you world, all you have to do is follow his will!”

Rarity's cellphone went off at that moment. She looked at the number and saw Applejack. She was trying to reach her? Before she could answer it, her double grabbed the phone, dropped it onto the ground, and smashed it with her boot.

“Now, you are coming with me whether you like it or not!” Rarity's double said grabbing her arm. Rarity tried to pull free, but apparently this thing was similar to a specter, as it electrocuted her, making her fall to her knees. The double picked her up carrying her over her shoulder and began walking out of the house.

“That ain't good!” Applejack said once Rarity's line went dead. She skated even faster to Rarity's house, praying that she'd be safe when she got there.

When she arrived she saw something odd. She saw Rarity, only wearing the black outfit from before, walking out of the house with Rarity also over her shoulder unconscious.

“Let her go XANA!” Applejack shouted, catching the clone's attention. The clone scowled and fired a bolt of electricity at Applejack, who skated to the side and rushed over to the clone spearing her in the stomach.

As the clone fell down, Applejack quickly caught Rarity and skated off into a nearby alleyway. She quickly sent a text to Dash letting her know where she was, and then checked on Rarity.

“Come on girl, wake up!” Applejack urged lightly shaking her. After a second, Rarity stirred a bit and opened her eyes.

“Apple…jack…?”

“Thank God,” Applejack said in relief, “Ah was worried about ya. Looks like XANA's playin his old tricks. But don't you worry,” Applejack took Rarity's hands, “Ah'll protect ya no matter what.”

Rarity felt a little flushed looking at Applejack. She came to her rescue, on her own. She cared, didn't she? She really cared.

“Ooh, you're going to regret that!” Rarity's voice seethed from behind Applejack. She turned to see Rarity's clone standing there, her entire body sparking with electricity.

“Rarity ain't goin with you!” Applejack said standing up, “She's stayin right here with me and our friends!”

“I'm afraid not,” Rarity's clone said, holding her hand out, “That girl belongs to XANA!”

The clone fired electricity at Applejack, who grabbed Rarity and ran deeper into the alleyway.

“A clone of Rarity?!” Twilight asked.

“Yep! Seems XANA's tryin one last time ta recapture her! Are y'all at the factory now?” Applejack asked.

“I'm setting up the transfer now,” Twilight said, “Keep me updated as much as you can,” she hung up and finished setting up, “Transfer Pinkie Pie! Transfer Fluttershy! Scanner Pinkie Pie! Scanner Fluttershy! Virtualization!”

Pinkie Pie and Fluttershy rendered into the Desert Sector, a few kilometers from the tower. When they landed, they saw the oddest sight. At the end of the passage leading to the tower was a wall of bloks, each one standing on top of the other. There had to be at least twenty-five of them.

As the girls moved forward, all the bloks charged up and fired their laser at the same time. Pinkie Pie pushed Fluttershy out of the way just in time before they were hit by the barrage of attacks.

“Twilight, we've got a problem,” Pinkie Pie said.

“I see it from here,” Twilight said, “Looks like XANA's gotten a lot more creative.”

“That's what we needed,” Pinkie Pie groaned, “He was hard enough before he had an imagination.”

“I think I can hit them from here,” Fluttershy said readying an arrow, “Light Arrow!” Fluttershy shouted, firing her arrow at a blok. Said monster spun around deflecting the arrow, and then fired another laser at Fluttershy, knocking her back.

Fluttershy: 60 HP

“Fluttershy!” Pinkie Pie cried running to her aid. After helping Fluttershy up, the two of them ran away from a second barrage of lasers, hiding behind a large boulder.

“Twilight, I think we need help,” Fluttershy said, “There's no safe way to proceed.”

Twilight was afraid that this would happen. Yesterday they almost lost because XANA sent an entire army of bloks and krabs after them. Applejack was able to defeat the krabs, but got devirtualized by the bloks. The only one who was able to fight bloks with ease was Rarity, and apparently XANA knew that.

She had enough mind to call Rarity right now.

Instead, she called Applejack, who sounded like she was running when she answered.

“Twilight, what's goin on?” Applejack asked.

“The others need help on Lyoko,” Twilight said, “Can you or Dash make it here?”

“Ah'd love ta come,” Applejack said, “but Ah gotta protect Rares! That clone's-" the phone cut off at that moment going dead.

“Applejack?! Applejack!” Twilight cried.

“I'm on my way to her last location now!” Dash said running on rooftops to the alleyway, “After I get them to safety I'll head to the factory!”

Dash hung up and ran over to a ladder. She slid down the ladder into the alleyway and looked around frantically.

“Where are they?” Dash asked. A scream further in caught her attention, “Applejack! Rarity!”

Dash ran in, stopping when she saw the Rarity clone standing in front of Applejack and Rarity, backing them up against a wall. Applejack stood in front of the real Rarity defending her.

“Stand aside,” Rarity's clone said charging electricity in her hand.

“Ferget it!” Applejack stated, “Ah ain't lettin XANA take her back!”

“Why? So you can continue to play with Rarity until you're finished with her, and then throw her away like everyone else? Don't you see Rarity? Applejack is trying to keep you from being happy. Master loves you though. Master will take care of you forever.”

As her clone spoke, Rarity looked down seriously. She looked like she was actually considering what the clone was saying.

“Shut up!” Applejack shouted, snapping Rarity out of her thoughts, “You an' XANA don't know anythin!”

“Applejack...” Rarity said.

“Ah ain't lettin ya take XANA because Ah don't want y'all ta keep hurtin her! Ah love her!”

“She's saying that now, but that's just so you'll forget all the horrible things that happened to you!” Her clone said, “Remember Blueblood? Remember how much he hurt you?”

“I… do…” Rarity said somberly.

“So do Ah!” Applejack said, “But unlike y'all, Ah ain't gonna keep rubbin it in her face! Rares, don't ya see? XANA's jus' gonna keep remindin ya of how painful yer past was, but Ah want ya ta see how great yer future is!”

Rarity looked really touched as Applejack's words sunk in. Applejack nodded to Dash slightly, signaling for Dash to charge at the clone. Unfortunately, the clone must have sensed Dash's presence as she ran, because she quickly spun around and kicked Dash in the side knocking her aside.

“Dash!” Rarity cried. Applejack tightened her fist and charged toward the clone, but said clone thrust her hand into Applejack's stomach and shot her with an electric blast that actually knocked her into the wall behind them.

Rarity's mind went blank. Watching Applejack fall, it was like everything was in slow motion.

“APPLEJACK!!!!!”

Dash gritted her teeth and tackled the clone away. While the two of them traded blows, Rarity ran over to Applejack's side.

“Applejack! Please be okay!” Rarity cried. Applejack slowly opened her eyes and smiled warmly reaching for Rarity's cheek.

“Ya… need ta get ta safety...” Applejack said, “Dash an' Ah… will…”

“I'll take you with me!” Rarity suggested, “I can carry you, and we'll-”

“Ah'll slow ya down…” Applejack said, “Ah have ta protect ya… even if it's by… stayin behind… Please Rares… get outta…” before she could finish, Applejack fainted, going limp.

“Nyet… Nyet!” Rarity begged shaking Applejack. When she didn't wake up, she checked her pulse, happy to see she was still alive.

“Rarity, get to safety!” Dash said, “I'll keep your evil twin here busy!”

Rarity looked hesitant, but she eventually stood up and ran out of the alleyway. Dash cracked her knuckles and got in a fighting stance looking at Rarity's clone.

“Trying to play hero, Rainbow Dash?” Rarity's clone asked.

“You don't have to “play” hero when you're awesome like me,” Dash said. She and the clone rushed at each other and began fighting martial arts style.

When Rarity left the alleyway, she looked down and thought about everything that happened. Applejack was still alive, but she wouldn't last for long unless they either got her to a doctor or deactivated the tower. Right now there was only Fluttershy, Pinkie Pie, and Twilight, the latter probably still in the real world. XANA planned for this. There wasn't a way for them to deactivate that tower as is.

If they didn't, would Applejack die?

Rarity looked in the direction of the factory, seeing it in the distance. She remembered everything that happened when she was under XANA's control, and she remembered her feelings then. They were her feelings, and she did hurt everyone, but right now that wasn't important.

There was someplace she needed to be right now.

In the Desert Sector, three krabs appeared and walked toward the boulder Pinkie Pie and Fluttershy were hiding behind.

“Twilight, we're in trouble,” Pinkie Pie said, “Is help coming?”

“I sure hope so,” Twilight said. It had been a long time since she talked to Dash. Hopefully she was on her way now. Right when she was about to call her, the elevator opened, “Dash, perfect tim-” she stopped when she saw who was standing in the elevator.

“Um… what can I do to help?” Rarity asked slowly. Twilight smiled hopefully and turned to the computer setting up the transfer.

“Pinkie Pie and Fluttershy can't get to the tower,” Twilight explained, “XANA has a wall of bloks standing in their way, and they're about to be taken out by krabs. When you enter the Desert Sector, take out the krabs and help Fluttershy get to the tower.”

“Dah,” Rarity said. She turned around and walked back into the elevator, but Twilight ran over to her and hugged her from behind, “T-Twilight...”

“I'm so happy you came, Rarity,” Twilight said, “Not just because we need help, but because you're our friend. We missed you, Rarity.”

Rarity was trembling, tears falling from her eyes. After a second, her hand touched Twilight's.

“I'm… happy to be back… too,” Rarity said slowly. She walked into the elevator, turned to Twilight, and smiled confidently as it closed. Twilight ran over to the computer.

“Guys, great news!” Twilight said.

“You found the cheat code for infinite health?” Pinkie Pie asked.

“Afraid not,” Twilight said, “But it's something just as good.

“Transfer Rarity!” Twilight said as Rarity stepped into her scanner.

“Scanner Rarity!” Twilight continued, matching Rarity with her avatar, which had somehow returned to normal it seemed, “Virtualization!”

Twilight pressed the enter key, sending Rarity into Lyoko.

In the Desert Sector, a krab walked to Fluttershy and Pinkie Pie's hiding place and looked right at them. They turned around to run, but saw another krab standing there. The third krab walked out from behind it and stood in front of the last direction they could run, leaving them backed up against the boulder.

“Twilight!” Fluttershy cried as the krabs charged up their shots. Something sliced through the one on the left though killing it. A second later someone jumped on top of the one on the right stabbing it with their sword. As it exploded, they jumped off it and stood in front of Pinkie Pie and Fluttershy defending them.

“Rarity!” Fluttershy cried happily. Her avatar had returned to it's original design, but her armor was a darker shade of silver and purple.

“Leave this to me!” Rarity said glaring at the krab.

Rarity VS Krab

The final krab fired at Rarity, but she blocked all of its shots. Once it was done, Rarity charged at the krab and slashed at its legs with her broad sword.

The monster fell forward, revealing the XANA symbol on its head. Rarity thrust her sword into the symbol destroying it. Her enemy defeated, she turned to Pinkie Pie and Fluttershy. Pinkie Pie ran into Rarity hugging her tightly.

“You're back!” Pinkie Pie cheered, “You rejoined our party!”

“D-dah,” Rarity said softly, returning the embrace with one hand. She looked at Fluttershy, who looked away slightly. Rarity sighed and lightly pushed Pinkie Pie off her, “We need to get you to tower, dah?” Rarity asked.

“Y-yes...” Fluttershy said, “But we can't get past the wall of bloks...”

“Leave it to me,” Rarity said running out to the wall. As she ran, she shot her shock wave at the wall, destroying a few of the bloks. The monsters fired at her, but she swung her sword deflecting the attacks. As she fought, Fluttershy ran up to Rarity's back, readied an arrow, and shot at one of the bloks destroying it.

Pinkie Pie rolled into a ball and charged at the remains of the wall. The bloks fired at her, but she moved too fast for their shots. She hit the bloks in the middle creating an opening.

Rarity and Fluttershy ran forward. As they ran, Rarity blocked all of their attacks with her sword while Fluttershy fired back with her light arrows.

“Girls, a megatank is waiting for you behind the wall!” Twilight said.

“I can take care of it,” Rarity said, “Fluttershy, when you see opening, run for tower.”

“Okay,” Fluttershy said nervously. She clearly wanted to say something to Rarity, but it would have to wait.

Once they cleared the wall, Rarity ran over to the megatank as it rolled in their way. The remaining bloks tired to fire at Rarity and Fluttershy, but Pinkie Pie rolled in their way to deflect their attacks.

The megatank opened up and fired, but Rarity used her sword to block the large attack. She nodded to Fluttershy, and she ran over to the tower, safely phasing into it.

Fluttershy ran to the center of the tower, and slowly floated up to the top second platform above her. She elegantly landed and walked over to the control panel, doing her best to break it's security.

Dash was knocked back by the Rarity clone, who walked over to Applejack's unconscious body charging her hands with electricity.

“Even if they deactivate tower, I'll take you down with me,” clone Rarity said with an evil smirk.

With the security cleared, Fluttershy placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

Clone Rarity noticed that her body was beginning to turn to static.

“Nyet!” she cried, “Master XANA!!!” she screamed as her entire body faded away.

“Tower deactivated,” Fluttershy said in relief looking down into the abyss. The code on the walls fell into the darkness, and a white light shined deep inside, engulfing everything.

Back in the real world, Twilight pressed the enter key, “Return to the past, now!”

Twilight, and everyone was engulfed in a bright light and brought to where they were just a few hours ago.

This time, Twilight contacted Rarity too, asking her to come to her room to discuss their next moves. It felt nice to have everyone there, and she was also able to get more information about XANA's actions from Rarity, who was more than happy to tell the others what she knew.

“Eos...” Twilight said after Rarity told them what happened to Celestia.

“Do you know where she's bein held?” Applejack asked.

“Nyet,” Rarity said, “When I wasn't in lab or here, I was just in network. Sort of like his other monsters,” Rarity looked down somberly, “Thinking about it, that should have been sign of how XANA saw me.”

“What about his plans?” Dash asked, “You said he was taking some sort of data from Celestia. Do you know what it was?”

“I think it was her memories,” Rarity said, “At least that's what I figured.”

“Why would XANA need Eos' memories?” Twilight asked rhetorically.

“I think I know what he wants,” Fluttershy said.

“Wanna fill us in?” Applejack asked.

“Even though XANA is free from the network, he still needs Lyoko in order to make anything happen in the real world,” Fluttershy said, “But if XANA had his own version of Lyoko...”

“He'd be able to do everything he wants from his Lyoko, completely out of our reach,” Twilight reasoned, “That's why he tried to destroy our Lyoko!”

Fluttershy nodded, “If he destroys our Lyoko before we find his, there will be nothing we can do to stop him from controlling everything.”

“Do you think XANA's already made his Lyoko?” Pinkie Pie asked.

“I don't think so,” Fluttershy said, “If he had, he would have used his Lyoko today. As long as he's continuing to use towers in our Lyoko we still have time to find him.”

“What about searching for another member?” Rarity asked, “How is that coming?”

“Not good,” Pinkie Pie pouted, “They're either not someone we can trust with the secret, or they're not someone we want to put in danger.”

“Whoever we choose, they need ta be able ta use the super computer,” Applejack said, “That way Twilight can come inta Lyoko with us.”

“Eos and I are a rare breed,” Twilight said, “Dash is getting there, but we need her on the field.”

“The goal is for all six of us to be able to get into Lyoko,” Dash said.

“Even if we can all get inta Lyoko,” Applejack said, “There's still the issue of how we're gonna fight XANA.”

“I… might have idea,” Rarity said, “XANA gave me special program that was part of him. He called it… source code…”

“You have XANA's source code within you?” Twilight asked, looking at Rarity in shock.

“I don't think it's XANA's source code per say,” Rarity said, “I think its more so… Lyoko's source code.”

“This changes everything…” Twilight said, “We need to get to the factory immediately,” Twilight said running to her door, “Call Lulu! She needs to be here too!”

When they all arrived at the factory, Twilight got to work scanning Rarity. When she was done, she looked over her data, truly pleased with what she saw. She was so happy that she spun around in the chair laughing.

“Someone's happy,” Dash said.

“I figured out how to defeat XANA!” Twilight said, surprising everyone, “The answer is inside Rarity and Fluttershy right now!”

“Inside… us?” Fluttershy asked, both she and Rarity looking confused.

“Within both of you is a fragment of the Lyoko source code,” Twilight explained, “It's sort of like a virtual manual of Lyoko itself. Apparently, its through Lyoko's source code that Fluttershy is able to deactivate towers.”

“Does this mean I can deactivate towers now?” Rarity asked.

“Theoretically,” Twilight said, “But Fluttershy also knows how to break the tower's security as she was a part of Lyoko's security for ten years. The two of you have two-fifths of the source code, and each piece actually reads a particular virtue,” Twilight looked back at the computer, “The one inside Fluttershy reads “kindness” in code, and Rarity's reads “generosity”.”

“Do we know what the other three are?” Applejack asked.

“Afraid not,” Twilight said, “But it's safe to assume that XANA has the other three fragments himself.”

“If we find these source codes, can we defeat XANA and save my sister?” Luna asked.

“If we have all five source codes, I can create a program designed to seek out and destroy all incarnations of XANA,” Twilight explained, “In order to use it though, we need to find XANA's core program, and the other source codes.”

“See guys?” Pinkie Pie said skipping over to Twilight putting an arm around her, “We can defeat XANA. We just can't give up.”

“So that's our next goal then,” Applejack said, “Find the source code fragments an' create the program to destroy XANA.”

“I'll leave that to all of you,” Luna said, “Sadly, there isn't much I can do right now, but I can insure that you all have enough time to fight XANA.”

“So let's get to work!” Dash said slamming her fist into her palm, “We got a homicidal computer program to delete!”

“Yeah!” Pinkie Pie shouted, “We're officially on the second disk! Now things get really crazy!”

“I…” Rarity said, getting everyone's attention, “I'm… fighting too. That is… if you all still think I'm… useful...”

“Bitch please,” Dash said, “We'd want you on our team even if you were useless.”

Rarity looked at Dash in confusion, “Um… what?”

“You thought we only kept you around because you were useful, right?” Dash asked, “Rarity, you're our friend. We want you on the team.”

“It just isn't the same without you,” Pinkie Pie added.

“Um,” Fluttershy walked over to Rarity looking down, “I'd understand… if you still hated me… but I was really hoping that… you'd be my older sister again.”

“Fluttershy…” Rarity said, visibly touched. She looked around at everyone as they smiled at her. They weren't asking her to stay. No, they were telling her that she could stay. That she was among friends, family.

That she was home.

Rarity looked at Fluttershy, smiled, and pulled her into her embrace, “I'd love to be your big sister again Fluttershy.”

Everyone cheered loudly, applauding not just Rarity, but their current position. For the first time in weeks, they had a reason to celebrate. They knew what XANA was trying to do, they knew how to destroy him, and best of all, their team was finally complete again. It would take a long time, and it would be a hard fight, but they all knew at that moment…

XANA didn't stand a chance.

Ending Theme: Can't Fight the Moonlight

Author's Note

Now the team is back together and they have a plan against XANA. Next episode will be back to business as usual.

BTW, I realize that in the beginning of season 3 of Code Lyoko there was a two part prequel of Code Lyoko. I sort of missed the beginning of arc 3, but I do have something special planned concerning that. So tell me, would you guys like the next premiered episode to be the prologue chapter, or do you just want episode 19? Let me know along with your thoughts of the chapter.

If you want to help support my writing and fund my campaign for world domination, click here to support my Patreon.

19: Crushed

Theme Song: A World Without Danger

19: Crushed

Even though Twilight now had a plan against XANA, she was still terrified of him. Sure, she had an idea of how to destroy him, but she wasn't sure if it would work. Also, she didn't know what XANA would do next. Him not being in the super computer made him very unpredictable, and recent attacks showed that he was indeed stronger not being bound in the computer.

Twilight wondered if the remaining source codes were with XANA himself or if they were in Sector 5. At the moment she was in her room with Fluttershy and Rarity, analyzing the Kindness and Generosity source codes. After rejoining the team, Rarity and Fluttershy became inseparable, acting a lot like sisters. Even now, Rarity had a make-up kit with her applying it on Fluttershy.

“When I'm done, you will have to beat boys away with stick,” Rarity said.

“You really like this sort of stuff a lot, don't you?” Fluttershy asked.

“It's a bit of hobby of mine. I like making things beautiful,” Rarity said.

“Hey Rarity,” Twilight said still focused on the computer, “What do you want to go to college for?”

“College?” Rarity asked.

“Well, it just hit me that you're a year ahead of us, so you'll be graduating before we do. I was just wondering what you'd be studying in college,” Twilight explained. Rarity smiled to herself before answering.

“You might be surprised, but I actually want to study fashion design,” Rarity said. That… did surprise Twilight actually.

“Fashion?” Twilight asked, “Like, designing dresses?”

“Dah,” Rarity said, “It's… passion of mine. Lately I haven't had time to really think about it too much, but I have sketch book I keep updating, and I practice sewing whenever I have free time.”

“Oh Rarity,” Fluttershy said, “I'm so sorry. It's because of Lyoko that you can't focus on your craft, isn't it?”

“XANA does get in way,” Rarity admitted, “But I don't mind at all. As long as I get to spend time with you and be useful, my craft can wait. Besides, I'm going to take year off after school.”

“So you can wait for Applejack?” Twilight asked with a cheeky smile. Rarity blush looking aside.

“M-maybe…” Rarity said, “But it's also to be available just in case we're still fighting XANA after I graduate.”

“But that won't be for a while, right?” Fluttershy asked, “You're still a junior.”

“Dah, but end of year is coming fast. Before we know it, I'll be senior. I don't want to take risks.”

“You're so amazing, Rarity,” Fluttershy said, “So mature, and beautiful. I wish I were like you.”

“Oh Fluttershy, you are radiant in your own way,” Rarity said, “Yours is natural beauty, both inside and out. I'm not nearly as lovely as you.”

Twilight sighed to herself. After the whole thing with XANA, Rarity had been a lot more critical of herself, and had started this horrible habit of downing herself. It wasn't a whole lot, but it was enough for Twilight and the others to notice.

She would probably never fully recover from what XANA did to her.

The door to Twilight's room swung open, and a panicked Rainbow Dash stormed in slamming the door closed behind her.

“Girls, I have a problem! A big problem!” Dash said. Immediately, everyone turned to her seriously.

“Is it XANA?” Twilight asked.

“Did you find specter?” Rarity asked.

“The super scan didn't go off!” Fluttershy said, “Oh no! XANA must have finished his replica Lyoko! We have to-”

“No, no, no! I wish it were XANA, at least then I could handle it!” Dash said, oddly looking terrified.

“Is it your dad then?” Twilight asked.

Dash shook her head, grabbed Twilight's arm, and pulled out out of the room. Rarity and Fluttershy looked at each other, shrugged, and ran after the pair.

Dash lead them all to the gymnasium, which was being set up for the Spring Dance. When they got to the gym, Dash pointed to the center of the gym. They all looked and saw Applejack holding a ladder for someone.

“Applejack…?” Fluttershy asked, “You're panicking because of her?”

Dash shook her head violently and then pointed again, not saying anything. She made a sound sort of like a moan and scream rolled into one, and she looked like she was on the verge of tears. What in the world would do this to Rainbow Dash?

They all looked back at the ladder, this time their eyes being drawn to the top. It was then that they saw it. Or rather, they saw him.

He was a young man, with tanned skin, short blond hair, and wearing a red shirt, brown pants, and brown boots. He was tall, had a strong yet lean build, and had the most laid back look on his face. Even though all three of them were in female relationships, they couldn't deny it. That guy was hot.

“Oh my...” Fluttershy said blushing.

“He's… so handsome...” Rarity said actually fanning herself.

“Dash...” Twilight said, “Who is that?”

“T-that's… uh… w-well I mean… his name is...” Dash stammered.

“Hey!” Applejack called out happily, snapping all of them out of their daze, “Decided ta come out an' give us a hand?”

“A-Applejack,” Twilight said, “Sorry. Dash brought us here. She said something was-”

“Applejack!” Dash said, “You look tired! Why don't I take your place?”

“All Ah was doin was-” before Applejack could finish, Dash ran over to the ladder and was holding it for her.

“H-hey!” Dash called out, “Um… I'll take over for Applejack! Um… is that okay?”

The man looked down at Rainbow Dash, making her flinch back and blush. The man just smiled slightly, nodded, and got back to work putting up the lights. Applejack just shrugged.

“Mac, Ah'm gonna take a break, alright?” Applejack asked.

“Eeyup,” the man said, not taking his eyes off his work.

Applejack walked over to the others, who were now looking at Dash. She looked oddly happy, yet still really nervous.

“So, y'all like the sight?” Applejack asked.

“Who in the world is that?” Twilight asked.

“That's my older brother, Macintosh,” Applejack said, “We all call him Big Macintosh or Big Mac at the farm.”

“Oh I'm sure he's big,” Fluttershy said, her voice slightly lower and surprising everyone. Once she realized they were all looking at her, she blushed and hid behind her hair.

“Yeah, he has that effect on people,” Applejack said rolling her eyes, “He's still single too funny enough. Said that he's lookin fer the “right girl”, someone with substance, ya know?”

“I can relate,” Twilight said, “When he's got everyone looking at him like he's a delicious sack of meat he'd want someone who actually likes him for him,” she said that, yet she couldn't take her eyes off of him either.

“He's somethin, sure,” Applejack said, “He's gonna be helpin set up the dance, an' is stayin in the dorms fer a bit.”

“That's wonderful,” Rarity said, “Even though I'm already in relationship, I'd love to get to know him. If nothing else, since I'm dating his sister.”

“You all would love him,” Applejack said, “He don't talk much, but he's real smart. Ah'm gonna go get somethin ta drink. Could y'all keep an eye on Dash? She's been actin real weird since Mac got here.”

“Sure,” Twilight said. As Applejack left the gym, Twilight's eyes fell on Dash, who was looking up at Macintosh with the oddest expression, at least odd for her. She was smiling, as if she was happier than she had ever been.

Was she…?

After Macintosh finished with the lights and Applejack came back, Twilight led Dash, Rarity, and Fluttershy outside near the statue in order to learn exactly what was going on with Rainbow Dash, even if they all sort of knew what was going on.

“So, you were freaking out because you have crush on Macintosh?” Rarity asked Dash, who was sitting with her back against the statue hugging her knees.

“Was I that obvious?” Dash asked somberly. Rarity, Twilight, and Fluttershy all looked at each other awkwardly.

“Nyet!” Rarity said.

“Not at all!” Twilight said.

“I thought you hated him!” Fluttershy said.

“You don't have to pretend,” Dash said with a sigh, “I appreciate you trying to preserve my reputation, but I know how I probably looked. I turn into a lovesick puppy whenever he's around.”

“Well, since we're not trying to pretend that didn't happen,” Fluttershy said, “I thought you looked adorable.”

“Well, I'm glad you enjoyed the show,” Dash said, “Because that's sadly as far as I'm going to get.”

“What?!” Rarity exclaimed, “Whatever do you mean?”

“First of all, he's already got a whole waiting list of girls after him,” Dash said, “You three couldn't even take your eyes off him, and you're all lesbians.”

They all looked at each other, taking in what Dash said. Sure, the way she worded it was a little crass, but when she was right, she was right.

“Second of all,” Dash continued, “look at me. I'm like, the complete opposite of what guys usually go for! Hell, the guys on the soccer team let me into their locker room calling me “one of the guys”. Yeah, it's cool and all, but I'm still a girl, you know?”

“Well, I can fix that easily,” Rarity said with a smirk, “You are much prettier than you let on. With little work, I can make you absolutely stunning.”

“She's telling the truth,” Twilight said, “She could make Ditsy Doo into prom queen if she got her hands on her.

“Yeah, well that won't be necessary,” Dash said sadly, “Let's see, third thing standing in my way, is that whenever I get near him I become this giggling mess. Anything I want to say to him gets lost the second he looks at me.”

“That… could be a problem,” Twilight said.

“Oh yes. I get nervous just answering questions in class,” Fluttershy said, “Even though I generally know the answer all the time.”

“But that can be fixed in time,” Rarity said, “Why don't you just ask Applejack to help you? I'm sure she'd love to help out, dah?”

“And we get to the last and biggest problem,” Dash said, “That's my friend's older brother. I can't go out with him.”

Everyone turned to each other confused.

“Why not?” Twilight asked.

“Oh come on! That's like Girl Code rule number one!” Dash said, “You don't date your friend's brother without their permission!”

“So ask for permission,” Twilight said, as if it were the easiest thing ever.

“She's not going to give me permission,” Dash said somberly, “Like I said, he's got a freaking waiting list of girls wanting him. How do you think she'd feel if her friend slash rival was after him? Assuming he even showed interest, which he wouldn't, every time she and I saw each other it would be so awkward. Trust me, the last thing she wants is for her friend dating her older brother, and I don't want to risk our friendship over what's probably a stupid crush.”

“So what will you do?” Fluttershy asked.

“I'm just going to forget it,” Dash said, sounding so depressed, “He's only going to stay here for the dance anyway. After that he'll be gone, and I can get back to normal.”

“But what if this isn't just a passing crush?” Twilight asked, “With him being Applejack's brother, you'll see him again.”

“If that's the case, then I'll just try to not think about it,” Dash said getting up, “Like I said, I'm not going to risk my friendship with Applejack, even if it hurts me.”

With that, Dash walked off back to the school. With how slowly she walked off, it was pretty clear that she felt pretty strongly about this.

“What do you two think?” Twilight asked.

“I'm worried about her,” Fluttershy said, “I've never seen her like this.”

“I doubt she's going to just get over this,” Rarity said, “This doesn't just seem like minor crush.”

“We'll know throughout the day,” Twilight said, “Let's keep an eye on her for now.”

Thus the three of them kept an eye on Rainbow Dash as she moved throughout the school. The more they watched her though, the more apparent it became that this wasn't just a passing crush for her.

Twilight found Rainbow Dash looking out the window at Macintosh while he was moving crates from what appeared to be his truck. Dash never took her eyes off him, and was biting her lip. She didn't even notice when Twilight stood next to her.

Later that day, Fluttershy saw Dash sitting on a bench with Pinkie Pie and Cheese Sandwich. It looked like Cheese was telling a very funny story, but Dash looked distracted. When Macintosh walked into view, all of her attention went to him as he got a drink from a nearby vending machine. Dash placed a hand over her chest and gave a very audible lovesick sigh.

“Um… Dashie?” Pinkie Pie asked, “Are you okay?”

Realizing that she was caught, Dash laughed it off, “Sorry I spaced out there. Um, what were you saying?”

Fluttershy frowned. She was clearly getting worse as time went on.

It was Rarity that witnessed the final straw though. She was walking back to the dorms when she saw Rainbow Dash outside practicing soccer with her team. Dash seemed really focused on the task at hand, but that changed when, of course, Macintosh walked to the field carrying crates of water for the team. Dash stopped moving completely and stared at him from a distance, but when two girls who always watched practice moved over to Macintosh and started talking to him, Rarity noticed something interesting.

Dash tightened her fists.

One of the other players passed the ball over to Dash, but as she wasn't paying attention, said ball hit her right in the head knocking her down.

“Whoa!” team captain, Soarin, cried running to her, “You okay Dash?”

“Y-yeah, I'm fine,” Dash said getting up. She looked at Macintosh again, noticing how the two girls were clearly flirting with him as he looked at them with the same laid back expression he always had.

Rarity saw her fist tighten again.

“You wanna take five?” Soarin asked, “You seem a little distracted.”

“Sure,” Dash said getting up, “I'll be in the locker rooms. I need some time alone.”

With that Dash ran off the field. Soarin shrugged to the team and rallied them all back to practice. Rarity took off after Dash to see if she was okay, but was surprised by what she heard inside.

She heard sobbing.

Rarity peeked inside and saw Rainbow Dash leaning against a locker crying. It wasn't too loud or intense, but it was enough to show Rarity that her suspicions were true.

She didn't just have a minor crush on Macintosh.

That night, Rainbow Dash went back to her room feeling really depressed. She hadn't ever felt this way about anyone before, and it frustrated her to no end. Hell, at least with XANA she could just throw a kunai at the problem and call it a day. This wouldn't go away that easily.

Why did the first guy she ever had a thing for have to be Applejack's older brother?

As she lay on her bed, her thoughts went back to Macintosh. She tried her absolute best to not think about him as it was too painful for her, but she couldn't help herself. He was literally all she could think about.

“How am I supposed to get over this if I keep thinking about him?” Dash asked herself in frustration, “Damn it!”

“Dashie?”

Dash froze, realizing that she probably woke Pinkie Pie. She turned around and saw her best friend sitting up in her bed looking at her concerned.

“Pinkie Pie, um… sorry if I woke you,” Dash said. Pinkie Pie shook her head.

“I couldn't sleep either,” Pinkie Pie said, “I was worried about you all day.”

“You were?”

“Dashie, what's wrong? Who can't you stop thinking about?”

“It's nothing, Pinkie Pie,” Dash dismissed, “I'll deal with it.”

She tried to turn away and get to sleep, but she felt a weight suddenly on top of her. She looked up and saw Pinkie Pie over her, looking really worried.

“Please tell me, Dashie. You always help me, but I can never help you outside of Lyoko.”

Geez, Pinkie Pie was just too sweet. Dash couldn't understand how anyone could not love this girl. Still, she couldn't not tell Pinkie Pie now. Dash had seen Pinkie Pie at her worst, and held her when she cried. It was only fair that she trust Pinkie Pie with herself at her weakest.

“Alright, I'll tell you,” Dash said sitting back up, “You know Applejack's brother, Big Macintosh, right?”

“Yeah, I've seen him,” Pinkie Pie said looking thoughtful, “He's not exactly my type though.”

“Well, you're better than all the other girls in this school,” Dash said, “Including me.”

“You?” Pinkie Pie asked, her eyes going wide once she realized what she was saying, “Wait, you?!”

Dash sighed, “Yep. Me. I'm one of the many girls that's going crrazy over Applejack's big brother. Hilarious, right? I keep hoping it's just a passing crush, but the more I try to not think about him, the harder it is.”

“Have you talked to Applejack about it yet?” Pinkie Pie asked.

“Oh sure, “Hey Applejack, you know your big, handsome brother that all the girls are going crazy over? Yeah, I'm one of them. Can I ask him out on a date?” That would totally go well,” Dash said rolling her eyes.

“Well, when you put it that way, I can understand your problem,” Pinkie Pie said, “Maybe just try and distract yourself.”

“I already tried that!” Dash cried, “I've tried everything to get him out of my mind, but nothing works! I even tried convincing myself that he wasn't really that great of a guy, and that I was just picturing how I thought he was. You know what happened to that?” Pinkie Pie shook her head, “I hear Apple Bloom talking to her friends about this time he dressed up as a girl just to be Apple Bloom's partner in some contest for sisters.”

“Um… what?” Pinkie Pie asked.

“Who does that sort of thing for their younger sibling?! A damn good brother, that's who! He's a great guy! Sure, he's not the most talkative person in the world, but that's just because he's listening to everything. Also, according to Applejack, he's super smart, like Twilight level smart. And he's got this weird sense of humor that's almost deadpanned,” Dash fell back on the bed, “He's great.”

“Sounds like you're falling in love with him,” Pinkie Pie said.

“I think I am,” Dash admitted, “I don't want to fall in love with Macintosh though, cause I don't want to put Applejack in a funny place.”

“But you can't just ignore these feelings,” Pinkie Pie said, “Take it from me, the longer you hold in your feelings, the worst it's going to get. Maybe talk to him privately or something.”

“Can't do that either,” Dash sighed, “I tend to forget how to talk whenever he's around.”

“Geez, you've got it bad girl,” Pinkie Pie said, “If you can't talk to Macintosh though, I'd say at least talk to Applejack.”

“Didn't you hear me-”

“I know, and it's understandable that you'd be worried, but if you value your friendship with Applejack, you have to at least tell her. Who knows, you might be able to handle your feelings after talking to her.”

Dash really hated to say it, but Pinkie Pie was right. She had to tell Applejack at least. She owed it to her.

“Alright,” Dash said, “I'll talk to Applejack about it in the morning.”

“Pinkie Promise?” Pinkie Pie asked holding her pinkie out to Dash, who smiled and locked pinkies with her.

“Pinkie Promise.”

“Good, then all is right in the world,” Pinkie Pie said with a yawn, “Now that I've made someone smile for the day, I'm going to dreamland with Cheese Sandwich. If you want, you can play Tales of the Abyss on my 3DS.”

“Thanks Pinkie Pie,” Dash said, “I think I'll play it outside though, so I don't disturb you.”

“Okie dokie. Night night,” Pinkie Pie said softly. Dash went to get her 3DS, but stopped when she realized something Pinkie Pie said.

“By the way, just what are you and Cheese Sandwich, anyway?” Dash asked, her question going unanswered. Instead, she looked to see Pinkie Pie already asleep. Was she actually dreaming of Cheese Sandwich?

Knowing that girl, she probably found a way for her and Cheese to actually meet in their dreams.

After getting dressed, Dash quietly sneaked out of the dorms to the soccer field. This place looked so pretty at night under the full moon. There was something awfully romantic about it.

So of course she had to see Macintosh sitting on a bench reading a book.

Right when she was about to turn away, Macintosh looked up from his book right at her. Shit, she was caught.

“Um… sorry,” Dash said, “I… uh… was coming here… ahh… hmm...” she stammered, trying her best to come up with something coherent to say, “Couldn't sleep… so… I… um… yeah…”

Smooth Rainbow Dash! Real smooth!

Macintosh chuckled shaking his head, going right back to his book. Something in the way he did that said that he didn't mind her being there. Should she take a chance and try to sit next to him?

“You… won't tell… anyone… about…?”

“Nope,” Macintosh said simply. Truly a man of few words. More of the strong, silent type, only speaking when necessary. He probably never put his foot in his mouth.

Dash took a deep breath and sat down on the bench, a good few feet away from Macintosh. She was blushing so much right now, and she wanted so badly to sit closer to him. Her eyes wandered over to him slightly, but when he met eyes with her, she immediately looked away.

“S-sorry…” Dash said, “You probably… w-want this spot… to uh…”

“You can stay,” he said to Dash. That was the first full sentence she heard him speak. Holy hell his voice sounded cool. So deep, so powerful.

Dash looked down at her lap, smiling to herself. Feeling a little bolder, she scooted closer to him. When she noticed that he didn't move at all, she moved a little closer, then closer, eventually stopping until she was right next to him. Still, he didn't seem uncomfortable. She took a deep breath to calm her nerves, and then tried to strike a conversation.

“So… what 'cha reading?” Dash asked, immediately cursing herself in her head for how dorky she sounded saying that. Instead of answering her outright, Macintosh showed her the cover. It was a book on meditation, “You… meditate?”

“Eeyup,” Macintosh said with a soft smile. No wonder this guy was so chill.

“That's really cool,” Dash said looking away, “I'm always moving… so I don't really…” Dash looked at Macintosh nervously, “I'm sorry! I'm keeping you from reading your book! I'll… uh… I'll shut up for now if…” Macintosh set his book down and took Dash's hand, “W-what are you-” he then began massaging her hand and arm. Interestingly, her entire body suddenly felt relaxed, as if he were sending a wave of relaxation throughout her body.

“Better?” he asked with a smile.

“Yeah...” Dash said, “That felt… amazing...”

“There are a bunch of ways ta relax the body an' mind,” Macintosh said, “You'd be surprised ta see how the smallest energy center can affect the entire body.”

His accent was a little more subtle than Applejack's, and went well with his deep voice.

“Thanks,” Dash said, “I feel a lot more relaxed now. You said energy centers?”

Macintosh nodded, “Ah doubt you'd be too interested though.”

“You kidding? After what you just did I'm so interested,” Dash said, suddenly feeling a lot more relaxed near Macintosh.

Macintosh looked a little surprised, but soon smiled, “Alright then, well first ya need ta know about the seven chakras...”

“So, did y'all enjoy the show?”

Twilight turned around from her computer to see Applejack sitting on her bed with a knowing smirk.

“Um… what do you mean?” Twilight asked.

“Ah saw you, Rares, an' Fluttershy eyein my older brother,” Applejack said, “He's a real looker, ain't he?”

Twilight sighed, “He's… handsome, I'll give you that. He probably has a ton of girls lined up to be with him.”

“Yeah, sadly,” Applejack said with a laugh, “Most women go after Macintosh for his physique, but once they learn the stuff he's into they usually turn away.”

“Really? What sort of stuff is he into?” Twilight asked.

“Meditation, chakras, the kind of stuff ya wouldn't expect from a hard workin farmhand. Most women think he's this tough guy that lives in the gym, but then they learn he's a big old teddy bear an' they turn the other way.”

Twilight actually thought that was really cool. Yeah, it was different, but different wasn't a bad thing.

“I bet he'll find someone soon,” Twilight said, “There's someone out there for everyone.”

“Yeah, but he deserves the right kind of girl, ya know?” Applejack said, “Ah don't want him ta end up with anyone that'll jus' treat him like a sack of meat.”

“You're a good sister,” Twilight said, “You remind me of myself. The only reason I'm okay with the woman he's engaged to is because she's my old-”

TOWER ACTIVATED

LOCATION: FOREST SECTOR

16 LAT, 21 LONG

“Kind of late fer an attack, don't ya think?” Applejack asked.

“XANA must have been hoping to catch us off guard,” Twilight said, “We don't have a choice. We have to head to the factory.”

Applejack nodded and got up. Thankfully they were both still dressed. The two of them ran over to Pinkie Pie and Rainbow Dash's room first, as it was the closest to theirs.

“Pinkie Pie, Dash!” Twilight called out knocking. After a second, Pinkie Pie opened the door rubbing her eyes.

“Heya, what's up?” Pinkie Pie asked.

“XANA activated a tower!” Twilight said, shocking Pinkie Pie awake.

“Now?! But it's like, ten at night!” Pinkie Pie said.

“Ah don't know what he's got planned, but it ain't good either way,” Applejack said, “Is Dash awake in there?”

“Dashie isn't even here!” Pinkie Pie said, “She couldn't sleep, so she went out to relax!”

“Shoot,” Twilight said, “Alright, you and me will get Fluttershy and Rarity and had to the factory. Applejack, find Dash and then join us when you can.”

“Got it,” Applejack said running off.

“Let's go Twilight!” Pinkie Pie said pushing past Twilight out the room.

“Um… don't you wanna get dressed first?” Twilight asked, as Pinkie Pie's sleepwear was… not exactly outerwear.

“No time! We have to hurry!” Pinkie Pie said running on ahead. Twilight rolled her eyes and ran after the nightgown wearing teenager.

After he finished explaining a bit about the basics of chakra control, Dash decided she wanted to try a few exercises out. She sat down on the ground and relaxed, focusing on her breathing like Macintosh had said.

“Okay, now what?” Dash asked softly, not opening her eyes.

“Now, feel the energy rise from yer root chakra to your naval chakra, and then keep going up. Slowly, though,” Macintosh said sitting next to her. Dash did as suggested, feeling her energy rise up the line of major chakras that Macintosh pointed out to her. She'd admit, at first she wasn't sure about the stuff he was explaining, but once she tried it, she was amazed.

Dash took in a deep breath, feeling the rush of energy flow through her.

“Impressive, right?” Macintosh asked.

“I feel it...” Dash said, “This is more energy than I've ever had at once.”

“Now, once it's at the crown chakra, release it, and let the root chakra recollect it so it'll continue ta flow,” Macintosh continued. Dash did as he said, and immediately felt not just energized, but relaxed too.

“Okay, not going to lie, that's crazy,” Dash said, “You do this everyday?”

“Eeyup,” Macintosh said, “Every mornin. It's how Ah'm able ta work so much in the daytime.”

“I honestly just thought it was because you were so strong,” Dash said opening her eyes and adjusting herself.

“Most people think that,” Macintosh said with a chuckle, “An' they ain't wrong, but strength is more than just yer physical abilities. True strength comes from control of both yer body an' spirit.”

“You're so cool,” Dash said, “Like, seriously, you're the coolest guy I've ever seen.”

“Ya really think so, huh?” Macintosh asked.

“Well, yeah. You're not just about physical labor, hard work, and being tough. You're smart, deep, nothing like the guys in my life most of the time.”

“What are they like, if ya don't mind me askin,” Macintosh said.

“I come from a military family,” Dash said, “Every man in my family was a soldier, including my dad. Because of that, they're all hard nosed, stern, and all about working till your exhausted to get anything in life.”

“That don't sound right ta me,” Macintosh said leaning back and looking up at the moon, “If ya spend yer entire life workin that hard, ya can't enjoy life. There's so much more ta life than jus' fightin an' work.”

“If my dad heard you say that, he'd have a fit,” Dash said looking down, “He hates anyone who likes fun. Literally, he says that “fun is for kids”.”

“Well, it's a good thing Ah ain't yer old man,” Macintosh said, “An' it's a good thing yer nothin like him.”

That actually hit Dash hard. No one had ever said that to her. Sure, Pinkie Pie loved Dash the way she was, but she loved everyone. Macintosh actually liked her for her?

“It is…?” Dash asked, her heart racing again.

“Ah enjoy talkin to ya,” Macintosh said, “Not too many people take actual interest in this sort of stuff, but Ah can tell yer really interested in the stuff Ah have ta say.”

“Well, you don't talk much otherwise,” Dash said, “I figure if you're saying something, it's probably worth listening to.”

Macintosh smiled at Dash, “Yer a sweet girl,” he said, “Shoot, Ah jus' realized that all this time Ah never asked yer name.”

“That's okay,” Dash said with a giggle, “My name is Rainbow Dash. Most people call me Dash though.”

“Well, it's real nice ta meet ya. Mind if Ah call ya Rainbow?” Macintosh asked, making Dash blush.

“Um… no, I don't mind...” she said, “No one has ever called me that before.”

“Well, Dash makes ya sound more like a boy, but Rainbow is more feminine and pretty, jus' like you,” Macintosh said. Now Dash knew her face was about as red as a cherry.

“Y-you're just saying that,” Dash said looking forward and hugging her knees.

“No one compliments ya like that, do they?” Macintosh asked. Dash bit her lip, trying her hardest to not cry.

“Not… really,” Dash said, “My friend Rarity keeps telling me that I'd look really pretty if I dolled up a bit, and I don't really have a problem with that sort of stuff, but…”

“But?” Macintosh asked.

“I never had the chance to really enjoy more girly things, trying to impress my dad all the time. I guess that's the reason I'm so much of a tomboy usually. Trying so hard to be the son he really wanted, I ended up becoming a boy with tits,” Dash chuckled sadly, “My own soccer team forgets I'm a girl sometimes.”

“How does that make ya feel?” Macintosh asked, “Bein treated like a boy all the time.”

“Normally I don't care,” Dash admitted, “But sometimes it would be nice to be treated like a lady, you know? You're actually the first guy to ever call me pretty.”

“Ah see,” Macintosh said sadly, “Well, if ya ask me, yer just hurtin yerself tryin ta impress yer dad at this point.”

“You think so?” Dash asked.

“Is he here right now?” Macintosh asked, “As far as I can tell, he ain't faculty.”

“No, he's not,” Dash said, “I've pretty much given up on trying to impress him.”

“Then what's stoppin ya from bein the kind of girl ya want ta be?”

Dash actually had to think about that. Truth was, after her father basically threw her away by sending her to boarding school she gave up on just about everything. She always thought she was being herself, but when she thought about it, she didn't know who she really was.

“Rainbow,” Macintosh said taking her hand, “Parents ain't supposed ta be happy with everythin their kids do, but if yer dad makes ya feel bad fer bein yerself, then he's the one in the wrong. Ah can look in yer eyes and tell that yer a wonderful person, someone Ah'm proud to have met.”

“M-Macintosh…” Dash said, unable to hold in her tears anymore. Macintosh pulled her in and embraced her. It was tight, and comforting, the kind she had always wanted from her father. But it didn't come from him. It came from Macintosh.

Dash knew she was falling in love now.

Some sort of bright light shined at them from a distance, ruining the intimate moment. They looked and saw three bulldozers ahead of them.

“What the hell?” Macintosh asked getting up, even helping Dash up. The bulldozer in the center drove over to them, actually trying to run them over. Once she realized what was happening, Dash pushed Macintosh to the ground out of the way.

“No way!” Dash said looking at the driver, praying and hoping her fears were wrong. Sure enough though, the drivers eyes had the eye of XANA in them, “Shit! XANA!”

“Who?!” Macintosh asked.

“We have to move, now!” Dash said grabbing Macintosh's hand, “Come on!”

The two of them ran through the soccer field, but two of the bulldozers were driving right behind them. The last one drove across from them about to hit them, but Macintosh pulled Dash into him out of the way.

“Somethin's not right here,” Macintosh said looking at the three vehicles that were now driving in a circle around them, “They act like they're possessed or somethin.”

“They are possessed,” Dash said, surprising Macintosh.

“How do ya know that?” he asked.

“I can't explain right now,” Dash said pulling out her cellphone and calling Applejack, “Applejack, where are you?”

“Ah'm searchin fer you!” Applejack said on the phone, “XANA jus' activated a tower on Lyoko!”

“I know, I'm looking right at him,” Dash said, “Listen, I'm with your brother in the soccer fields. XANA has us trapped.”

“Macintosh is with ya?” Applejack asked, sounding worried, “Is he alright?”

“Confused as hell, but fine,” Dash said.

“Listen, Ah'm close to ya now. Ah'm on my way!”

Applejack hung up, and Dash put her phone away, “Applejack is coming to help us.”

“You act like ya know what's goin on,” Macintosh said.

“Believe me, you wouldn't believe me if I told you,” Dash said. Before Macintosh could say anything, one of the bulldozers drove into the circle almost running them over. Macintosh and Dash moved out of the way just in time and ran toward the entrance to the soccer field. One of the bulldozers was coming to their left about to hit them, but Dash pushed herself and Macintosh out of the way just in time.

Applejack reached the soccer field at that moment and jumped into one of the bulldozers kicking the driver out. She then took control of it and rammed into one of the other bulldozers knocking it off balance. As she drove back, the third one rammed into the vehicle she was driving knocking her out of it. She rolled to her feet and ran over to Macintosh and Dash, the latter still on the ground wincing in pain.

“Y'all alright?” Applejack asked.

“Ah am,” Macintosh said, “Rainbow, are ya okay?”

“I think I twisted my ankle,” Dash said, “Sorry AJ, I was careless.”

“Hey, ya protected my big brother,” Applejack said, “Ah'm jus' happy y'all 're okay.”

“Applejack, do ya know what's goin on here too?” Macintosh asked.

“Long story short, somethin evil took over the drivers of those construction vehicles an' is tryin ta kill us,” Applejack said, “Ah know how to stop it, but Dash here...”

“I'll just slow you down,” Dash said, “Besides, you know XANA. This isn't the only thing he has planned. You need to get to the factory and help the others.”

“Yeah, but...”

“Don't worry sis,” Macintosh said putting a hand on Applejack's shoulder, “Ah'll look after Rainbow. Ah don't know what's goin on, but do what ya have ta do, alright?”

“Thanks bro,” Applejack said hugging Macintosh, “Take care of her.”

“Ah won't let anythin happen ta her,” Macintosh said, “Ah promise.”

Applejack let go of her brother, nodded to Rainbow Dash, and then took off out of the soccer field. Macintosh put Rainbow Dash on his back and ran off in another direction.

“Yer gonna be okay, Rainbow,” Macintosh said as they ran, “A promise in my family is somethin ta be taken seriously.”

Dash couldn't stop her heart from racing, not just because she and Macintosh were still in danger, but because Macintosh was with her, and he was protecting her. Well, chances were that after this they'd sadly have to use Return to the Past, so she had no reason to hold back her feelings. After all, it wasn't like they could be together anyway.

So she embraced him tighter, actually leaning into him smiling. Normally she was the hero, but it felt nice being protected for once.

Applejack put on her skates and rode as fast as she could to the factory, where she saw a number of construction machines riding in the direction of the factory.

“That can't be good,” Applejack said. When she got to the bridge she saw Rarity running up to the factory. She was wearing a long pink robe, showing that she had just run out of the house.

“AJ!” Rarity called out.

“Did ya see the vehicles drivin ta the factory?” Applejack asked.

“I did. Do you think XANA's going to use those to destroy factory?”

“That's what Ah'd do if Ah were XANA,” Applejack said. At that moment, the manhole opened up, and they saw Twilight, Pinkie Pie, and Fluttershy come out, the latter two wearing their sleepwear. Rarity rolled her eyes when she saw Pinkie Pie attire.

“Oh good,” Fluttershy said, “I was hoping we wouldn't have to wait too long.”

“Where's Dash,” Twilight asked.

“She's hurt,” Applejack said, “We'll have ta go ourselves, but we need ta hurry. XANA's taken control of construction vehicles an' is sending them over here.”

“He's going to destroy the factory?!” Pinkie Pie cried, “We need to move!”

“Right, let's go!” Twilight said, leading everyone into the factory. They wasted no time swinging to the elevator and going to the scanner room, Twilight of course stopping at the computer room.

“We don't have a lot of time, so I'll transfer you as close to the tower as I can,” Twilight said setting up the transfer.

“Transfer Applejack!” Twilight said as Applejack stepped into her scanner.

“Transfer Rarity!” Twilight said as Rarity stepped into her scanner.

“Transfer Pinkie Pie!” Twilight said, Pinkie Pie practically jumping into her scanner.

“Transfer Fluttershy!” Twilight said as Fluttershy slowly stepped into her scanner.

“Scanner Applejack!” Twilight said connecting Applejack to her avatar.

“Scanner Rarity!” Twilight said connecting Rarity to her avatar.

“Scanner Pinkie Pie!” Twilight said connecting Pinkie Pie to her avatar.

“Scanner Fluttershy!” Twilight said, connecting Fluttershy to her avatar, “Virtualization!”

Twilight finished the transfer and pressed the enter key, her four friends vanishing from the real world and being sent into Lyoko.

The four of them rendered into the Forest Sector, and were dropped in the middle of a clearing. Immediately they were bombarded by laser fire, coming from three tarantulas. Rarity blocked their attacks with her sword as best as she could, but when they tried to run out of the clearing, a megatank rolled in the way blocking their exit.

“Twilight, we're trapped!” Fluttershy cried.

“Can you guys take cover?” Twilight asked. Applejack and Rarity looked around.

“Negative,” Applejack said, “There ain't any cover ta take!”

“XANA chose this tower for this strategy!” Rarity said, taking a hit from a krab in the stomach.

Rarity: 70 HP

“Rares!” Applejack said helping her up, immediately taking a shot in the back from above.

Applejack: 80 HP

“This is too much!” Pinkie Pie cried running around the field on all fours. A group of kankrelats walked shot at Pinkie Pie, one of them hitting her in the side knocking her down.

Pinkie Pie: 80 HP

Everyone gathered around Fluttershy in a circle defending her as all the monsters crowded around them. Four krabs, six hornets, six kankrelats, three tarantulas guarding the tower, and megatanks watching all the exits.

This was an ambush.

“Twilight, we're in a bit of a bind here,” Applejack said.

“I see it,” Twilight said, “Damn it, I wish Dash were here. Maybe Lulu's up.”

Twilight called Vice-Principal Luna's house phone.

Hello! You have reached the house number of Celestia-

And Luna.

We're so sorry we couldn't answer our phone at the moment, but if you leave us your name-

And your number, we'll return your call as soon as we can.

Have a good day! (both of them at the same time)

While their answering machine was extremely adorable, Twilight sighed in sadness. This meant they were alone on Lyoko. Even if they had a plan to defeat XANA, that didn't mean they had it easy. The one thing XANA was still better at than them.

Strategy…

“Alright, we should be safe in here,” Macintosh said looking out the window of the storage shed they were hiding in. They had seen a number of construction vehicles roaming around.

“I hope so,” Dash said sitting against a wall rubbing her arm, “Sorry I'm such a burden, Macintosh. Normally I'd be where Applejack is fighting too, but here you are being stuck protecting me.”

“There's nothin to apologize for, Rainbow,” Macintosh said smiling warmly, “Ah'm happy ta protect ya.”

“Does nobility run in the family or something?” Dash asked, “Cause Applejack is just like that with Rarity.”

Macintosh chuckled, “Ah'd say faithfulness is what runs in the family. Now, how about we take a look at that ankle,” Macintosh said walking over to Rainbow Dash. He knelt down next to her and slowly took off her shoe to examine her ankle.

“Huh, this ain't too bad,” Macintosh said thoughtfully, “Give me a bit. Ah'll know a way to lessen the pain.”

He then began massaging her ankle. It was a little painful at first, but soon Rainbow Dash noticed the pain was beginning to subside a bit.

“That feels a little better,” Dash said, “I'm… really happy to be here with you…”

“Ah'm happy ta be here with you,” Macintosh said.

“You are?” Rainbow Dash asked, slightly hopefully.

“Eeyup,” Macintosh said, “Truth is, Ah've noticed ya eyein me for a while now.”

“O-oh… yeah…?” Dash asked. Holy shit she was so embarrassed right now.

“Kinda hard not ta notice ya,” Macintosh said, “It's okay though, Ah sorta had a feelin ya fancied me.”

“Ahh...” Dash felt her heart sink, “Sorry Macintosh…”

“Like Ah said, it's okay,” Macintosh said, “Out of everyone here in this school, yer probably my favorite person here.”

“I am…?” Dash asked.

“You actually took interest in what Ah liked, an' yer not tryin ta flirt with me constantly,” Macintosh said, “Actually, yer a breath of fresh air.”

“Well, I already decided that I'm not going to pursue you, so yeah…” Dash said somberly.

“Oh? Why's that?” Macintosh asked still massaging her ankle.

“First of all, I don't have a shot in hell with an awesome guy like you,” Dash said, “And finally, you're my friend's older brother. I don't want to risk our friendship by dating her brother.”

“Well, Ah don't think she'd mind too much,” Macintosh said, “An' what's this whole thing about you not havin a chance in hell with me?”

“Well, I don't. Besides being really athletic and tough, I'm sort of average, you know? Someone like you deserves someone really graceful and soft spoken. Me, I'm loud, crass, short tempered, competitive, you'd be sick of me in a week.”

Macintosh actually laughed, “Actually, you sound like a lot of fun ta me. Ah like people who are energetic. Ah'm quiet enough as it is. Ah don't need someone ta not talk with me,” he finished massaging her ankle, “There, try ta stand on it.”

Dash stood up slowly and tested her ankle. It was still sore, but it felt stronger somehow, like she could still stand on it.

“That's amazing,” Dash said, “I think I could actually walk on this.”

“Well, Ah wouldn't strain it but so much,” Macintosh said, “All Ah did was strengthen the joint so it'll support ya, but if ya stress it too much it'll give out.”

“So I won't be running any marathons anytime soon,” Dash said, “I can take a break. Hey, maybe I could meditate while I wait for it to heal, right?”

Both she and Macintosh laughed. After a second, Dash looked into Macintosh's eyes, feeling really flushed again. She knew that they'd have to do Return to the Past, and she didn't want to miss her one chance to be with Macintosh. He wasn't going to remember any of this in a few minutes to an hour anyway, so…

“H-hey, Macintosh? What if I told you… that in a little bit, you weren't going to remember this meeting?”

“What do ya mean?” Macintosh asked.

“This is going to sound crazy, but after stopping the thing that's trying to kill us, we're going to do this thing where time goes back a day or so, and you won't remember anything that happened, so...”

“Yer sayin, Ah'll forget meetin ya like this?” Macintosh asked.

“It sucks, I know,” Dash turned her back to Macintosh and closed her eyes, trying to hide her tears, “You're the first guy in my life who's actually been nice to me, and being with you like this makes me feel like I actually have a shot, you know? I want to get to know you better, learn more about meditation, chakras, kundalini, go on dates with you, hug you, hold your hand, and a whole bunch of other real sappy things I can't do with anyone else,” Dash once again couldn't hold in her tears, “It's not fair! I finally meet a guy I like, that likes me for me, and XANA takes him away before I even get the chance to let him know how I really feel about him!”

“Rainbow…” Macintosh said placing his hands on her shoulders.

“You don't even understand what's really going on! You probably don't even believe me!”

“Ah believe ya,” Macintosh said, shocking Dash, “Ah'd be crazy ta not believe, with everythin that's happened an' how emotional yer gettin.”

“So… you don't think I'm crazy?” Dash asked slowly turning to Macintosh.

“Nope,” he said, “Seein ya like this tells me that yer sufferin more than Ah even thought before. Ah wish Ah could help ya Rainbow, but if what ya said is true, then after this, Ah won't even remember meetin ya,” Macintosh actually looked sad too.

“So… if I did something crazy,” Dash said, “Like, something I knew I'd never get to do otherwise, would you be okay with that?”

“Would you doin this crazy thing make ya happy?” Macintosh asked.

“It would… at least give me something I could take with me when I go back to the past,” Rainbow Dash said.

“Then, Ah say you should take this chance,” Macintosh said, “Since ya might not ever get this chance again. Fer the record though, I'd actually be interested in getting ta know ya better, teachin ya about meditation, kundalini, chakras, goin on dates with ya, holdin yer hand, huggin ya, an' all those other sappy things ya can't do with anyone else.”

It was official now. She was actually in love with Macintosh. Not a crush, not falling in love, she was in love with him. She didn't know him for very long, but she knew enough to know that he was the kind of guy she wanted. The kind of guy she could be a girl to.

So she did the most feminine thing she could do at that moment. She wrapped her arms around him, pulled him in, and kissed him. Just having her lips pressed against his was enough for her. After a few seconds, they parted and looked into each others eyes. Dash knew she was blushing, but she hadn't felt so wonderful in her life.

“There...” Dash said softly, “Now no matter what, I'll have the memory of this night. My first kiss ever, and it was with you.”

“Rainbow...” Macintosh said, clearly shocked but not turned off. Actually, he was blushing now too.

“I'm happy now, really,” Dash said, her voice cracking a bit as more tears built up, “At least I'm spending a single night with you. This is enough for me.”

“Yer a real special girl, ya know that?” Macintosh said smiling, “Shame Ah won't remember this night.”

“Well, if there's anything you'd like to do, you might wanna get it out of the way,” Dash said, “I don't know when they'll be finished.”

“In that case,” Macintosh went in for another kiss, shocking Dash at first, but she soon fell into the bliss of the kiss. XANA might take away her happiness, but he couldn't take this moment from her. For tonight at least, she could say that she was Macintosh's girlfriend.

Back on Lyoko, things were getting extremely intense. Everytime someone destroyed a monster, it was instantly replaced by something else.

“This is crazy!” Applejack said firing at three kankrelats, “Fluttershy, can ya try ta teleport to the tower?”

“I can't!” Fluttershy said, “I can't teleport to a place where a monster is standing, and if I do I'll be instantly devirtualized!”

Rarity was slowly pushed back by two krabs as the shot at her slowly walking forward. Rarity blocked their attacks with her sword, but took another shot to the stomach.

Rarity: 40 HP

“Ugh! This is too much! Pinkie Pie, try to take out those tarantulas!” Rarity urged. Pinkie Pie nodded to her and ran to the tarantulas on all fours, running out of the way of the monster's lasers. She jumped into the air above the tarantulas, rolled into a ball, and fired her homing attack at one of the tarantulas. The monster fell back and exploded, but when she landed another monster materialized right in its place.

A megatank.

“Uh oh,” Pinkie Pie said. The megatank opened up and charged up, but Pinkie Pie rolled into a ball and moved out of the way at high speed. The attack ended up getting Applejack instead, knocking her to the ground.

Applejack: 0 HP

“AJ!” Rarity cried as Applejack devirtualized. She quickly blocked an attack from a hornet and then rushed over to Fluttershy's side. She had used her Creation ability to make a wall to hide behind, but it was giving out fast.

“Can you make more of these?” Rarity asked.

“I'd love to, really,” Fluttershy said, “But this takes too much memory to use, so I lose hit points whenever I do this.”

“Twilight, how are things back in the real world?” Pinkie Pie asked.

“Looking at the cameras here,” Twilight said, “The bulldozers are right outside. Hold on,” Twilight saw something else she did not want to see. One of the vehicles had a wrecking ball.

“Twilight?” Pinkie Pie asked, “Why did you go silent?”

“XANA's going to use a wrecking ball to destroy the factory,” Twilight said somewhat panicked, unaware that Applejack had just opened the elevator and walked into the computer room.

“Not on my watch,” Applejack said, “Ah'll stop the wrecking ball. Y'all do whatever it takes ta get Fluttershy into that tower!”

She ran back into the elevator and went up to the surface. Twilight just hoped they could deactivate this tower soon. XANA planned this out almost too well. Worst of all, she couldn't go into Lyoko herself to help them, otherwise they wouldn't be able to monitor the outside.

After spending a few more minutes kissing, Dash and Macintosh lay on the floor of the storage closet holding one another. Dash wasn't sure if she should have been happy that Return to the Past hadn't been activated or concerned. Yeah, she was enjoying the closeness, it usually didn’t take this long to deactivate a tower.

Before she could think to call anyone for an update, there was a bright light right shined through the window. Macintosh stood up first and looked outside.

“Looks like they found our hidin spot,” Macintosh said.

“Shit!” Dash swore pulling out her phone to call Twilight, “Twilight, tell me you guys are almost done!”

“Sorry Dash,” Twilight said, “We're having trouble on Lyoko, and I think Vice-Principal Luna's asleep, so I can't go into Lyoko to help.”

“That's not good at all,” Dash said with a sigh, “Alright, I'll try to stay alive, but tell the others to hurry with that tower!” Dash said before hanging up, “We've got a problem.”

“My sis an' yer friends need more time?” Macintosh asked.

“Afraid so,” Dash said.

“Then we need ta get outta here,” Macintosh said, “Think you can run?”

“Not as fast as usual, but yeah,” Dash said.

“Good. The second Ah open this door, we need ta bolt.”

Dash nodded as Macintosh put his hand on the door nob. He silently counted to three, and swung the door open. He and Dash an out as fast as they could, right before the bulldozer rammed into the storage shed destroying it.

The two of them ran through the forest back to the school, but were met by another bulldozer that was driving toward them. They quickly ran to the side out of the way, but Macintosh glared at the driver and balled up his fist.

“Macintosh, what are you thinking?” Dash asked.

“Ah'm tired of runnin away, that's what!” Macintosh said running up to the bulldozer. Much like Applejack did earlier, Macintosh kicked the driver out of the machine, but this time he pulled Dash in with him, “Ready ta start fightin back?”

“Damn right I am!” Dash said. Macintosh drove the large vehicle into the bulldozer that was chasing them, knocking it aside, and then continued to drive off.

“Where's my sister?” Macintosh asked.

“The abandoned factory,” Dash said, “Just keep driving down this rode and we'll find it.”

“Good,” Macintosh said, “Hopefully we're not too late ta help out.”

Macintosh was amazing with how ready he was to help. Honestly, he'd make a pretty good Lyoko Warrior. Applejack wouldn't stand for it though. She had mentioned before that she didn't want any of her family involved with this fight.

Well, Dash could always dream, right?

Pinkie Pie did a series of back flips out of the way of the tarantulas shots.

“You know, I think XANA spiked the difficulty on us!” Pinkie Pie said, “I know I'm at a decent level!”

One tarantula was impaled by one of Fluttershy's light arrows, but as it died two bloks appeared in its place. One blok fired at Fluttershy, and the other fired at Pinkie Pie.

Fluttershy: 60 HP

Pinkie Pie: 50 HP

“Sorry Pinkie Pie,” Fluttershy said getting up.

“Don't worry Fluttershy,” Pinkie Pie said, “It's not your fault XANA's a cheap bastard.”

A hornet was about to shoot Pinkie Pie in the back, but Rarity fired her shock wave attack at it killing it. She turned back around and was knocked back by a krab's shot.

Rarity: 10 HP

“I'm beginning to wish I still had that double heath upgrade from XANA,” Rarity groaned getting to her feet. Three hornets fired at her, but she rolled out of the way just in time landing right next to Pinkie Pie and Fluttershy.

“We need plan, and fast!” Rarity said.

“If any of us gets hit again, we're done for!” Fluttershy said.

Applejack ran to the bridge, where she saw three bulldozers and wrecking ball machine driving toward the factory. She had no idea how she was going to put a stop to this. The most she could do was buy time, but how?

She got her answer when another bulldozer rode up to the factory, but this one tackled the wrecking ball carrying machine and pushed it aside a bit. Applejack looked inside and saw Macintosh driving it, Dash right next to her.

“Hey!” Dash called out to Applejack. Applejack waved to her and skated over to her brother and Dash's machine.

“Decided ta join the party?” Applejack asked.

“You didn't think I was going to let you have all the fun, did you?” Dash asked before turning to Macintosh, “Hey, I gotta go help my friends.”

“Go on Rainbow,” Macintosh said, “Applejack an' Ah got it from here.”

“Thanks Macintosh,” Dash said hugging him, “I'll never forget how nice you were to me.”

Dash jumped out of the bulldozer and ran to the factory. Applejack raised an eyebrow at Rainbow Dash before turning to her brother and jumping into the machine with him.

“You an' Dash seem close,” Applejack said.

“She's real special,” Macintosh said, “You got a great friend in that one.”

“Yeah, Ah know,” Applejack said. She had a feeling she knew what went down between her and Macintosh. If she was right, she and Dash had a lot to talk about after this attack.

“Twilight, I'm here,” Dash said opening the elevator and running into the computer room.

“Oh thank God!” Twilight said, “Listen, I need you to take the helm while I go into Lyoko. Activate Return to the Past after Fluttershy deactivates the tower.”

“Roger that chief,” Dash said switching places with Twilight, who ran to the elevator and took it to the scanner room. Once she saw Twilight was in position she got to work.

“Transfer Twilight!” Dash said, closing Twilight's scanner once she stepped in.

“Scanner Twilight!” Dash continued, scanning Twilight and matching her with her Lyoko avatar, “Virtualization!”

Twilight rendered over the clearing and landed right in the middle of the assault. Once she landed, she immediately charged up her magic, spun around, bent all the way back lifting her leg into the air and fired a barrage of white homing darts at the hornets knocking them out of the sky.

“Quickly, before more come!” Twilight said, firing energy blasts at the krabs next. Fluttershy got behind Twilight and fired her arrows at the kankrelats and other krabs tat Twilight missed.

Rarity and Pinkie Pie ran over to the tarantulas and megatank, Pinkie Pie using her Homing Attack to knock the tarantulas back and Rarity holding her sword in front of her blocking the megatank's attack.

“Fluttershy, now!” Rarity called out. Fluttershy ran toward the tower, but two tarantulas materialized in front of her.

“Twilight!” Fluttershy cried. Twilight immediately changed her focus and fired two large lasers at the tarantulas killing them. Fluttershy wasted no time, this time spinning where she was, and teleporting right in front of the tower. She phased in just in time before a krab fired at her.

Fluttershy ran to the center of the tower, and allowed herself to be slowly lifted to the platform above her.

The wrecking ball whacked the bulldozer that Applejack and Macintosh were in, knocking them both out. Applejack managed to rise to her knees, but she saw that Macintosh was lying on the ground not moving.

“Mac! MAC!!!” Applejack cried running to his side. Not only did he have a pulse, but she heard him groan. A second later, he was rising to his feet.

“Applejack?” Macintosh asked, “Are you alright?”

“Ah'm fine,” Applejack said in relief, “But Ah'm worried about-” she looked up and saw a bulldozer about to ram into them.

After landing elegantly on the higher platform, Fluttershy calmly walked over to the holographic keyboard and got to work breaking the tower's security.

Applejack and Macintosh both rolled in opposite directions, but the wrecking ball actually swung in the direction of Macintosh.

In the computer room, Dash saw this on the security cameras.

“MACINTOSH!!!” Dash screamed. She prayed Fluttershy was almost done. If she wasn't, Macintosh would be-

Fluttershy finished breaking the security and placed her hand on the holographic touch screen.

FLUTTERSHY

CODE

LYOKO

The wrecking ball stopped mid swing, as if time itself had stopped. Applejack fell to her knees in exhaustion.

“They did it,” Applejack said sighing in relief, “They freaking did it.”

Dash was so relieved that she fell back in the chair in tears.

“Thank you Fluttershy,” Rainbow Dash said, “Thank you so much for saving him.”

“Tower deactivated,” Fluttershy said in relief, looking into the abyss as the coding on the walls floated into the darkness below, followed by a white light that engulfed everything.

“Return to the past… now…” Rainbow Dash said reluctantly, pushing the enter key to launch the program. It was fun while it lasted…

It was the morning when the white flash vanished. Twilight, Fluttershy, Rarity, and Pinkie Pie all went searching for Rainbow Dash. They found her in the gym, sitting on a bleacher watching Macintosh work. This time she looked even more somber than before.

They were about to walk over to comfort her, but Applejack actually reached her first.

“So, anything ya wanna tell me?” Applejack asked Dash, who looked really surprised for a split second before looking away, “Like why you were with my brother before the XANA attack.”

Dash sighed before standing up and facing Applejack.

“I'm… in love with your brother, okay?” Dash said. Applejack was wide eyed.

“Ah… figured ya had a crush or somethin, but love?” Applejack asked.

“Well, I thought I was just a crush too, but… after last night I'm pretty sure. I mean, he's nice, he's smart, he knows really cool stuff like how to heal your body with just a massage, stuff about chakras, meditation, he's strong, and he protected me when my ankle got messed up. Oh, and he's really good looking.”

“Ah see…” Applejack said taking in what Dash was saying.

“But… if you don't want me dating him… that's okay,” Dash said.

“Yer… willin ta not pursue my brother… jus' cause it would make me uncomfortable?” Applejack asked slowly.

“You're more important to me than my feelings for Macintosh,” Dash explained, “I may not be the best person in the world, but if I have to choose between my friends or my own personal desires, I'll always choose my friends first,” she looked back at Macintosh sadly, “It hurts, don't get me wrong, but I mean it. I'll back off. I mean, you've got to watch every other girl in this school go gaga over him. The last thing you need is for your friend to be in that list too, you know?”

Applejack nodded, fully absorbing what Dash said, “Ya know what Dash, yer a good friend,” she said.

“Yeah?” Dash asked somberly.

“Damn right. Ta be willin ta put yer happiness on hold fer me, that's special, an' Ah appreciate yer loyalty.”

With that said, Applejack walked off over to Macintosh. Dash just sat down, trying to focus on letting go of her feelings, but was shocked to see both Applejack and Macintosh walking over to her.

“Macintosh, this is the friend Ah told ya about,” Applejack said, “Her name's Rainbow Dash. Dash, this is my big brother Macintosh.”

“Howdy,” Macintosh said with a smile.

“H-h-hi…” Dash said, slowly waving.

“She's curious about meditation, so Ah figured you'd like ta meet her, also,” Applejack leaned into Macintosh smirking, “She's single.”

Macintosh actually looked away slightly blushing, “Applejack…”

“Why don't y'all get ta know each other,” Applejack said, “Ah'll get those lights up,” Applejack winked to Dash and then walked off.

“So… yer name's Rainbow Dash?” Macintosh asked.

“Yeah, I am...” Dash said.

“Funny, Ah…” Macintosh suddenly shook his head cutting himself off.

“W-what? Is something wrong?” Dash asked.

“It's just… ya remind me of someone Ah met in a dream. She was real pretty, an' had rainbow colored hair just like yours. Ah think Ah really liked her in the dream. Silly, right? Fallin in love with a girl in my dream?”

Dash smiled, wiping a tear from her eyes, “No, I don't think that's silly at all. I bet she… really loved you too.”

Macintosh looked at Dash intently, and then smiled. The two of them sat down on the bench holding hands getting to know each other.

“I knew it would work itself out,” Rarity said.

“Yep, all she had to do was talk to Applejack about it,” Pinkie Pie said happily.

“I'm happy for Dash,” Fluttershy said smiling, “She deserves happiness.”

“She does,” Twilight said, “Come on, I think they're going to be just fine without us.”

As Twilight and her friends left, Sunset Shimmer looked at Twilight with a dangerous smirk.

“By this dance, I plan on making sure you're thinking about me, Twilight Sparkle,” Sunset Shimmer said to herself. She had nothing against Fluttershy, but she wanted Twilight, badly.

And Sunset Shimmer always got what she wanted.

Ending Theme: Can't Fight the Moonlight

Author's Note

This episode was meant not only to show a more feminine side of Rainbow Dash, but it also set up a number of plot points for later. NOTHING is filler anymore. Take that as you will.

If you liked this chapter and want to help support it AND my campaign for word domination, then click here to support my Patreon. Just a small sum per content will help ensure my place as your new overlord.

Seriously, it's either me or Donald Trump. The one who wants to build a wall, or the one with the freaking death star. Your choice. :twilightsmile:

20: Selene pt. 1

Author's Note

IT'S BACK PEOPLE!!!

And better than ever before! Sorry for how long it took to get this chapter out. I already have the next chapter planned, so you won't have to wait forever. I'll post a blog if there's a delay, but expect weekly updates to return.

Oh, and if you find it in your heart to want to support me, then please click here to check out my Patreon. Just a dollar from all of you will help me in my never ending campaign for world domination. Seriously, this death star is taking forever to finish. :ajbemused:

20: Selene pt. 1

Theme Song: A World Without Danger

20: Selene pt. 1

Twilight backed up against the wall of the Principal's Office, looking at her assailant in fear. She didn't look like herself at all. Not even Rarity was this bad when she was taken over by XANA. The assailant grabbed Twilight by the neck holding her against the wall and lifted her up a bit.

“Please… stop this…!” Twilight begged, “This… isn't you…!”

“Shut up!” the one who was trying to choke her seethed, “You look so much like her it's sickening! The idea that you're essentially her protege only makes this sweeter!”

“No…!” Twilight begged, tears falling from her eyes, “We… trusted you…!”

“That, Twilight, was your biggest mistake! You're naive, just like Celestia! Now, you're going to join her!”

Twilight's vision slowly faded as she looked at the one who she looked up to, the one they let into their fold, and the one who now looked at her in sheer hatred.

“Lu…na…” Twilight wheezed before her entire world went dark.

One week before the incident

“No,” Dash said walking down the halls, Rarity walking next to her.

“Dash, please!” Rarity begged, “You would look so lovely!”

“I don't care,” Dash said, “I'm not doing it.”

Rarity moaned in frustration. It was honestly really adorable, if not extremely sad.

“What's goin on out here?” Applejack asked as she and Twilight walked over to them.

“AJ, talk some sense into her!” Rarity said, “Dash refuses to let me help her!”

“Help her with what?” Twilight asked.

“Rarity wants to help me pick out a dress for the Spring Fling,” Dash said, “I keep telling her no.”

“But this time you have date!” Rarity said, “Don't you want to look best for Macintosh?”

“Goddamn it Rarity,” Dash said looking to the side blushing.

“So, you asked him, eh?” Applejack asked.

“Yeah, I did. I mean, he's staying here for the dance, so I thought, why not?” Dash said shrugging her shoulders.

“Do you already know what you're going to wear?” Twilight asked.

“Nope, I just figured I'd throw something together, but on a little make-up, and that would be that,” Dash said.

“See?!” Rarity said, “She's not even taking first date seriously!”

“It's not like I mind being pretty,” Dash said, “I'm freaking hot as hell. That's why I don't want to make a big thing about this.”

Applejack nodded and walked over to Dash, putting an arm around her shoulder, “Dash, hun,” Applejack said with a smile, which vanished instantly, “Yer gonna let Rarity help ya.”

“A-Applejack…?” Dash asked.

“You think Ah'm gonna let jus' any girl date my brother? He was my first crush, an' Ah ain't jus' gonna give him up to a girl that don't care about lookin nice for one of this school's biggest events. Rares is gonna pick yer dress, help ya with yer make-up, an' yer hair. All while this is goin on, yer gonna sit real quiet like, an' let her do her thing. Got it?”

“Got it,” Dash said nodding furiously. She then walked over to Rarity looking down, “So… uh… when do you want to do this?”

Rarity jumped for joy clapping her hands, “We go after school! Better yet, all six of us can go! Twilight, get Fluttershy and bring her to front gate after school!”

“O-okay,” Twilight said, really shocked by how proactive Rarity was.

“Wait, we're all going together?!” Dash asked panicking, “I don't-” Applejack narrowed her eyes at Dash, “m-mind at all… nope. Not at all.”

“Then it's settled,” Rarity said, “I'm heading to next class. Uvidimsya!”

Rarity skipped off, happier than anyone had seen her in a while. Applejack smiled at Rarity as she left, and then turned to Twilight, who looked really somber, “Hey, what's wrong Twilight?”

“It's just… Rarity asked me to bring Fluttershy with us,” Twilight said.

“Why's that bad?” Dash asked.

“Fluttershy's been really depressed,” Twilight said, “I think it's getting worse.”

“Well, think about it,” Applejack said, “She finally remembers her past, and the things that stick out the most are all tragedies.”

“Losing her mother to cancer, waking up one morning and not knowing where her father is, learning that he's dead, and then being captured by XANA and trapped on Lyoko, most people would think she'd be better off without her memories,” Dash said.

“Guys, am I a cruel person?” Twilight asked.

“What? Come on Twilight, don't go there,” Dash said, “That's just silly.”

“No, I'm serious,” Twilight said, “I forced Fluttershy to remember her past when she'd probably be better off forgetting it. She was so much happier before this. Now it's like she's sad all the time.”

“All the more reason why she needs ya,” Applejack said, “Yer the happiest thing in her life. Best thing she needs right now is somethin ta make her smile.”

“Yeah, okay,” Twilight said with a sigh, “I'll see you guys after class.”

After waving to both Rainbow Dash and Applejack, Twilight made her way to her next class, which she ironically shared with Fluttershy. When she made it to her English class, she saw Fluttershy resting her head on her desk.

Twilight sighed and walked over to her.

“Hey Fluttershy,” Twilight said, “How are you holding up?”

“Fine I guess...” Fluttershy said softly.

“Rarity wants the six of us to go get dresses for the Spring Fling after school. Up for it?”

“Oh, um…” Fluttershy nodded quickly, still not looking at Twilight.

“Fluttershy, look at me.”

“Twilight-”

“Please Fluttershy,” Twilight said. Fluttershy tensed up, but then turned to Twilight slowly. Her eyes were red, showing that she crying recently, “Fluttershy...”

“It's fine,” Fluttershy said, her voice a little raw. Was she crying before Twilight got here?

“No it isn't,” Twilight said, “Fluttershy, how bad is it?”

“I don't want to talk about this right now, Twilight,” Fluttershy said.

“Fluttershy, we need to talk about this at some point. I'm worried about-”

“Twilight, please!” Fluttershy shouted, “I don't want to talk right now!”

Twilight was taken aback, but she nodded sadly, “Okay Fluttershy. I won't press it right now, but we need to talk, okay?”

Twilight reluctantly went to her seat, which was a little behind Fluttershy. She remembered when they first met, how open Fluttershy was, and how much she smiled. She was so beautiful back then, but now that smile was fading more and more. She wanted her angel back.

Twilight wasn't aware, but Sunset Shimmer folded her arms behind her looking thoughtful.

When she awoke, she was in a different space. This time she was in her human form now, in a dark room. Her hands were tied to a chair behind her, and her legs were bond as well. Her head felt funny, like something had been taken from her, but as far as she could tell everything was still in place.

“Comfy, Eos?”

The voice that called out to her was deep, but sounded human. She looked ahead and saw the silhouette of a man in front of her. They were large, and it looked like they were wearing a suit, but she couldn't make out any features.

“Who are you?” Celestia asked, “Are you XANA?”

“Oh heaven's no,” the man said, “However, I am someone who XANA deems to have… a like mind. Tell me, you're the one who headed project Olympus, aren't you?”

Project Olympus? This man knew about Project Olympus? Then did that mean this man was with them? Had XANA allied himself with those men?

“You're… with Tartarus… aren't you?” Celestia asked.

“Very good Eos,” the man said, “Then you know exactly why you're here then?”

Oh she knew, now at least. These men had harassed her and Luna for years until they fell off the grid. She had hoped that by erasing Luna's memories and shutting down the computer, they'd be safe, but they had found her.

“I won't do it,” Celestia said looking away, “I refuse to help you.”

“Stupid woman, you've already given me what I needed from you,” the man said, “All I need now is the location of the other source codes. They're still with her aren't they?”

“What if they are? How are you going to get to them?” Celestia asked, “She's been locked out of Lyoko.”

“Ahh, but that no longer applies, now does it?” the man said, “Now that XANA has broken the seal.”

Damn it. That was her last bluff.

“I realize that you don't care what happens to yourself,” the man said, “However, perhaps you would care about this.”

The man pulled out a smart phone, and showed her the screen. On it Celestia saw a picture of Twilight, smiling with her friends.

“You wouldn't dare,” Celestia warned.

“Oh I would,” the man said, “XANA has a strong hatred for this girl, and I see a number of ways that she could interfere with my plans. Now, let's suppose you don't do what I say. I could give XANA the resources he needs to end her life once and for all. Or, you could be a good girl like always, and follow my orders to the letter. Your choice?”

Celestia turned away thinking about her situation. There was no way she was getting out of here, and if he was allied with XANA he could always get the information he wanted. This was the difference of him taking what he wanted and killing Twilight, or her giving it to him and protecting Twilight. She had no choice.

She had to protect Twilight…

It was rare for all six of them to be walking through town together. They were all curious as to where Rarity was leading them, as they were going in the opposite direction of the shopping district.

Naturally Pinkie Pie was skipping around telling jokes and making everyone laugh. Applejack and Rarity were holding hands listening to Pinkie Pie and laughing, while Rainbow Dash looked really awkward as they proceeded to a destination only Rarity and possibly Applejack knew.

Twilight and Fluttershy were oddly walking at opposite ends of the group. At first everyone was concerned, but Twilight had insisted that they hadn't had an argument. Still, Fluttershy looked on the verge of tears and wasn't saying much, and Twilight was in deep thought.

She was thinking about a lot. She was thinking about Celestia, worried that she was okay. They were no closer to finding her now then they were when XANA had first captured her. Was she even still alive? Was this why she was so determined to keep herself hidden?

She was thinking about Fluttershy, and her deteriorating state of mind. Everyday she was becoming worse and worse, and she had gotten a lot more private. She didn't talk nearly as much as she used to, she rarely smiled, and had begun spending more and more time away from her friends.

Finally, she was thinking about XANA. He was out there, free to roam the network. He was always watching her, always planning his next move. Who knew what his next attack would be? How close was he to finishing his Lyoko, and what was it going to be used for?

All of these problems, in some way, shape, or form, were Twilight's fault.

She had forced Celestia out in the open, putting her at risk. She had forced Fluttershy to remember her horrible past. Worst of all, she had forced the world to live through the horror that was XANA.

“Twilight?” Rarity asked bumping Twilight's side, “Are you okay?”

“Y-yeah,” Twilight lied, thinking back to that period where Rarity was being held by XANA. Had she been more vigilant, perhaps she could have spared her. Besides, it was Twilight that XANA wanted. He had settled for Rarity, simply as a means to draw Twilight ever closer to Lyoko. He wanted to keep Twilight close to Lyoko so he could always reach her, and kill her whenever he felt like it.

“Twilight, if there is anything troubling you, please let us know,” Rarity said, “We are friends, remember?”

“I know,” Twilight said smiling, “Thanks Rarity.”

Rarity nodded and walked on ahead, stopping in front of a very colorful building shaped like a merry-go-round. Rarity turned to everyone beaming.

“Well, here we are,” Rarity said with barely contained glee.

“Where's here?” Dash asked, “Aren't we going to buy dresses for the Spring Fling?”

“Buy dresses? Nyet,” Rarity said waving it off, “Those dresses lack character, and they cost fortune. This place is much better.”

“Does this place make special magical dresses that allow you to fly and grant magical powers?” Pinkie Pie asked, actually sounding really hopeful.

“Sadly no,” Rarity said, “But this place is magical in its own way, based on who owner is.”

With the way she smiled to herself, everyone realized shortly after what she meant.

“Holy shit, is this place yours?!” Dash asked, mirroring everyone's shock.

“Well, sort of. Mama promised that once I finish school she would give shop to me, but I use shop to practice craft in spare time, so...”

“Rarity, that's wonderful!” Twilight said.

“Your place is going to take the world by storm!” Pinkie Pie added.

“You knew, didn't you?” Dash asked Applejack, who rubbed her nose smiling.

“She told me first,” Applejack said, “Y'all should have seen her. She was so excited Ah could barely understand her.”

“Well, I tend to slip into Russian when excited,” Rarity admitted sheepishly.

“Fluttershy, what do you think of this place?” Pinkie Pie said putting her hands on Fluttershy's shoulders, “Isn't this wonderful?”

“Yes… it is,” Fluttershy said somberly, forcing a smile, “I'm really happy for you Rarity. Your mother clearly loves you very much.”

Rarity looked at Fluttershy with pained understand for a second before turning to the door, “Dah, well come along then. I've been working on series of dresses inspired by all of you. I'm sure I'll find something for all of you for Spring Fling.”

Rarity escorted everyone inside, which wasn't exactly what they were expecting. Rarity was usually a bit of a neat freak. This shop though, was actually a bit of a chaotic mess. Fabric was everywhere, half finished dresses covered desks, there were numerous piles of discarded dresses.

Something told them that Rarity's mother wasn't responsible for all of this chaos.

“This is… something...” Dash said.

“It reminds me of Twilight's side of her and Applejack's room,” Pinkie Pie said, “Only instead of computer stuff there's dress making stuff.”

“So, which desk did you guys use to christen the place?” Dash asked Applejack, who blushed covering her eyes with her hat.

“Ah told ya, Rares an' Ah ain't there in our relationship yet,” Applejack said, “Sides, we ain't christenin nothin till she gets this place officially.”

“Applejaaaak…” Rarity whined, blushing, everyone laughing. Even Fluttershy managed a slight giggle, “Anyway, closet I've reserved for us is over there. Rainbow Dash, you come with me upstairs.”

Before Dash could protest, Rarity grabbed her hands and pulled her away upstairs. Everyone looked around unsure of what to do.

“So… what now?” Twilight asked.

“Now,” Applejack said walking over to the closet, which once opened proved to be massive, “we go shoppin.”

They all ran in, searching around and holding dresses up to their bodies and asking for the opinions of those around them. Fluttershy tried to be enthusiastic, but it was clear that she was forcing herself a bit, so Pinkie Pie pulled her aside and helped her pick something out too.

After what felt like hours, they all found something that had appealed to them. They'd have to consult with Rarity about fitting, so they just went back into the main room to wait. Thankfully they didn't have to wait too long, as Rarity stepped to the top of the steps looking quite proud of something.

“Friends, I have done… what is word…?” Rarity asked thinking.

“The impossible?” Applejack asked.

“Dah dah,” Rarity nodded, “Impossible… Dash, come on out please.”

When Dash stepped out, no one recognized her. She looked absolutely stunning. She wore a blue dress that opened up a bit in the front and came down longer in the back, lined with white fabric that looked almost like clouds. The top of the dress was held by a single strap, and it consisted of a golden belt around her waist that emphasized her figure in a tasteful manner. She wore golden high heels that had long golden laces lined up her legs up to her knees. For make-up, she wore rose red lipstick and mascara, and she had golden earrings shaped like lightning bolts.

“Dashie...” Pinkie Pie said covering her mouth, “You're beautiful...”

“I've never seen you look so… feminine,” Twilight said, “No offense.”

“None taken,” Dash said rubbing her arms looking away awkwardly, “I… never wear clothes like this, so…”

“Oh, you should,” Fluttershy added, “You look almost like a super model.”

“Y-yeah?” Dash asked, “T-thanks… So AJ, think your brother will like this?”

“You bet he will,” Applejack said smiling, “Yer gonna make him real happy, Dash.”

“I see you all picked something out for yourselves,” Rarity said running up to them, “I'll take all of your sizes and begin fitting. Dresses will be ready by end of weekend.”

“Just in time for the Spring Fling,” Twilight said, “That's great, isn't it Fluttershy?”

“Yes… it is,” Fluttershy said, “Um… can I go first? I'd like to head back to the dorms and get to work on my Science Report as soon as possible.”

Rarity looked surprised, but she nodded, “Dah, come Fluttershy.”

Fluttershy pushed past everyone into the fitting room with Rarity. Everyone looked concerned.

“I hope she's able to have fun at the dance,” Pinkie Pie said.

“I'm sure Twilight will make sure of that, right?” Applejack asked Twilight, who nodded.

“Y-yeah, I will,” Twilight said, her thoughts going back to Fluttershy's expression. She hated seeing her angel fall so much.

After they finished, they all bade farewell to Rarity so she could get to work. Applejack, Pinkie Pie, and Rainbow Dash all walked back to the dorms together, but Twilight wasn't ready to head right back. She thought of going to either the factory or Everfree Mansion, but soon thought against it. She only liked going there with Fluttershy, and being there alone made her feel uneasy.

So instead, she began walking through town.

The benefits of being both a good student and good friends with the Principal of the school was that it gained you a few privileges. As such, she didn't have to go right back to the dorm. She had a few hours until curfew anyway.

When she made it to the shopping district, she was happy to see a few shops still open. She stopped in front of the cafe that she and Celestia met in, remembering how she felt when she learned that Celestia was Eos. It felt so nice to have someone she could talk to about her fears. Now Celestia was gone, held captive by the very thing that Twilight was afraid of. She sat down on the steps of the shop hugging herself as thoughts of Celestia filled her mind.

“Eos… I'm sorry…” Twilight said as tears fell from her eyes, “I didn't think XANA would go after you like that… I'm so stupid!” she held her head and closed her eyes tightly, “I'm always screwing up! I can't do this! I can't beat XANA or save you!”

She didn't realize it right away, but someone knelt down in front of her. Twilight opened her eyes and saw Sunset Shimmer holding a tissue.

“That's not right,” Sunset said smiling warmly, “You look so much better smiling.”

“Sunset Shimmer...” Twilight said taking the tissue, first wiping her eyes and then blowing her nose, “H-how much did you hear…?”

“Does it matter?” Sunset asked sitting down next to Twilight, “You were upset, and I wanted to comfort you.”

“Thank you,” Twilight said, “But I'm fine, really. I need to get back to the dorms anyway, so...”

Twilight stood up to leave, but Sunset Shimmer embraced her from behind, shocking her.

“You're not fine, Twilight Sparkle. You're far from fine, and I'm willing to bet that you need this more than you're letting on.”

“Sunset… I...”

“I just want to make you feel better, Twilight. Can I at least do that?”

Twilight didn't sense any ill intent from Sunset. She never sensed ill intent. All she ever sensed was genuine affection. She didn't hide that she was interested in Twilight, nor that she wanted to be Twilight's girlfriend, but she never did anything bad. All she ever did besides flirt with Twilight was protect her, and make her smile. Sunset Shimmer was a nice person. The reason why Twilight always dodged her was because she was afraid of what she herself would do.

But right now, Sunset Shimmer was right. She did need this.

Before long, the floodgates keeping her tears in burst open, and Twilight turned around leaning into Sunset as she held her closely. She couldn't remember the last time anyone had held her like this.

“There, that's better, right?” Sunset Shimmer asked, “Didn't you need this?”

“Why are you always so nice to me…?” Twilight asked through her tears, “Is it because you like me?”

“That's part of it,” Sunset Shimmer admitted, “But mostly it's because you look like you need it. You're always so tense, and I can tell you aren't talking to your friends about what's bothering you. Are you and Fluttershy having problems?”

“No!” Twilight said suddenly before looking away, “Well, sort of… She and I aren't arguing or anything, but lately she's been really...”

“Depressed?” Sunset asked.

“Yes. I want to help her, but she's not letting me in, so there's only so much I can do,” Twilight said.

“Which also means she isn't there to comfort you with whatever has you so upset,” Sunset Shimmer said, “Hey, want to go get something to eat?”

“L-like… a date?” Twilight asked. Sunset laughed.

“No Twilight, like two friends you haven't eaten yet,” Sunset said, even though Twilight wasn't sure if she believed her, “Come on, it'll be my treat. Whatever you want.”

Though Twilight wasn't convinced, she wasn't about to turn down free food. She couldn't remember the last time she and Fluttershy went out like this, and honestly, she liked the attention.

Luna finally finished her work for the day and was packing up. Doing all of this really made her appreciate all the work Celestia did. She really missed her older sister, and every day she found herself tossing and turning thinking about what XANA might be doing to her.

Sadly, Celestia had been taken away before she could tell her what the dreams meant, and they hadn't ceased since then. In fact, they were getting worse. She wanted to talk to Twilight and the others about them, but as she was active principal now she didn't have time. Well, at least Spring Break was coming up after the dance. Maybe then she could-

Her cellphone rang. Odd, as no one called Luna. Well, Twilight and her friends were known to call her from time to time, but it was late, so unless there was a XANA attack…

“Hello?” Luna asked answering her phone. She was surprised when she heard sobbing from the other end.

“L-Luna...”

Oh my God it was Celestia…

“Sister?! Sister, are you okay?!” Luna asked.

“No Luna… I'm not…” Celestia sobbed, “Listen to me, you have to… go to the factory… XANA's… going to activate a tower… to…”

“What? Tia, what's going on?! You told me to stay away from Lyoko, and what's this about XANA activating a tower?!”

“The situation has changed… Lulu…”

“Celestia, what are you talking-”

“HE'LL KILL TWILIGHT IF YOU DON'T DO THIS, LUNA!!!” Celestia screamed, shocking Luna.

“W-what…?” Luna asked.

“He'll do it, I know he will...” Celestia said, “You have to go to the factory… and go to Lyoko…”

“Celestia, where are you? Tell me, and we can begin searching for-”

“No Lulu… you can't… I'm sorry sister...” Celestia said before the line was cut.

“Celestia?! CELESTIA?!!!” Luna screamed. She tried calling the number again, but the line wouldn't connect. She fell back into her chair and took in what just happened. Why did XANA want her to come into Lyoko? This was clearly a trap. But if she didn't do this… XANA would…

She had no choice. She had to go to the factory.

Applejack walked back into her and Twilight's room, surprised when she didn't see her roommate inside. It was almost curfew now. This wasn't like Twilight.

“Huh, maybe she's with Fluttershy,” Applejack said, “She tends ta spend the night with her sometimes, so-”

TOWER ACTIVATED

LOCATION: ICE SECTOR

42 LAT, 11 LONG

“Damn it!” Applejack said, “What's the deal with XANA an' these late night attacks?!” she ran out of the dorms pulling out her cellphone, “Rares! We're needed! Ah know, Ah know, it's real inconvenient, but if XANA is activatin a tower this late at night he's plannin somethin big. Ah'll get the others in the dorm, so meet us at the factory!”

Fluttershy wasn't in the dorms at the moment. She had decided to go to the school library, as it was the one place she was sure she'd be alone for a bit. She didn't really know when it happened or why, but one day she woke up and started crying uncontrollably. She had random bouts of sadness before concerning the loss of her family, but this was intense.

She didn't feel like doing anything. She didn't even feel like spending time with Twilight, which she knew was interfering with their relationship. The last time they even spoke Fluttershy had yelled at Twilight.

That just made Fluttershy feel even worse.

Fluttershy got up and went to a secluded section of the library and pulled out her cellphone to call Twilight. The phone rang for a minute before going to voice mail.

Hello, this is Twilight. I'm sorry I couldn't get to my phone in time, but if leave a short message I'll get back to you as soon as possible.

BEEP

“T-Twilight? It's me, Fluttershy. I… um… I'm sorry for yelling at you earlier. If you get this message, could you call me back? I… I need you…”

She hung up and broke down, the fifth time today. Everyday she gained more and more of her memories back, and it was getting harder and harder to keep it together. When she was sealed in Lyoko, the death of her father was still fresh, so even now it felt like he had only just died, even though it had been ten years.

Even worse, there wasn't even a grave for him. His body had vanished from Return to the Past, so there wasn't even a record that he existed. The only evidence that her father was ever alive was her memory.

As she sobbed, she felt someone kneel down in front of her and put a hand on her shoulder. She looked up and got the shock of a lifetime.

“Fluttershy, sweetie,” an older man said with a soft smile. He had long black hair, and wore a red sweater, gray pants, black shoes, and black sunglasses. Fluttershy recognized this man immediately. This was Sombra, aka Thanatos.

Her father...

“D-Daddy…?” Fluttershy asked, her heart racing.

“What's the matter, sweetheart?” Sombra asked, “Why are you here by yourself crying?”

“DADDY!!!” Fluttershy cried embracing him, “I don't understand! Miss Tia told me that XANA killed you! How are you-”

“I was thrown into the Digital Sea by XANA's monsters on Lyoko,” Sombra explained, “However, even as data on Lyoko I was able to hold onto myself and hack into XANA's systems, eventually regaining my human body.”

“How did you hold onto yourself though?” Fluttershy asked, “Falling into the Digital Sea means-”

“Nothing if one's will to live is strong enough. I had to come back, Fluttershy. I had to come back to you, my sweet little girl.”

“Oh Daddy...” Fluttershy said falling into his embrace again.

“Where are your friends?” Sombra asked, “The ones who saved you?”

“I don't know,” Fluttershy said, “My guess is they're scattered around the school at the moment.”

“Hmm… then we'll have to act on our own. XANA is planning to create his own Lyoko, and I fear that it's almost finished. We need to find Chaos, Proteus, Selene, and Eos.”

“Eos has been captured by XANA,” Fluttershy said somberly, “And Selene was corrupted, so her connection to the computer was severed. I don't know who Proteus and Chaos are though...”

“I know who they are,” Sombra said, “Come, Fluttershy. We need their help to stop XANA once and for all.”

Something was screaming in the back of her head that something was wrong, but this was her father. She remembered how paternal he was, and how much he cared for her. Fluttershy's father, somehow, came back from Lyoko.

And he was going to help them destroy XANA for good.

“Damn it!” Applejack swore as she met Dash and Pinkie Pie in the gym, “First Twilight doesn't answer her phone, an' now we can't find Fluttershy?!”

“We don't know what that tower is doing,” Dash said, “One of them could be in danger!”

“It stands ta reason at least one of them is with XANA at the moment,” Applejack stated.

“The two most important people on the team are AWOL,” Pinkie Pie groaned, “This is terrible! We're about to game over so bad right now! G.G. girls! G.G.!

“No one's having a game over on my watch!” Dash said, “Look, if worse comes to worse I can use the super computer and transfer everyone in, so how about Pinkie Pie and I go to the factory while you search for Fluttershy and Twilight?”

“No Dashie,” Pinkie Pie said, “I'll search for Fluttershy. You and Applejack need to go to Lyoko.”

“You sure Pinkie Pie?” Applejack asked, “Ah don't wanna put ya in danger.”

“I seriously don't like the idea of you face to face with a specter, Pinkie Pie,” Dash said.

“But you need a better fighter to go into Lyoko, and Applejack is the best fighter on the team,” Pinkie Pie said, “Besides, Rarity is probably already at the factory, and she works best with Applejack. This is the better strategy. I'll be fine, Dashie.”

The smile she gave Dash spoke volumes. She was actually terrified, but she knew this was the best plan. That smile was one that said “don't worry”. That was what Pinkie Pie was best at, putting others at ease with her smile.

Dash sighed in defeat, “Alright Pinkie Pie, we'll go with this plan, but keep me updated on your status. I'm probably on mission control today, so I'll call you when we get started, okay?”

Pinkie Pie nodded, “Be careful, you guys.”

Applejack nodded and ran out of the gym with Dash, who took one last look at Pinkie Pie before leaving. Once alone, Pinkie Pie lost her smile and took a deep breath.

“I'm a Lyoko Warrior too,” Pinkie Pie said, “I have to be strong for everyone.”

She ran out using the other door, deciding to search the school grounds before leaving the school. Hopefully one of them was at the school.

Dash and Applejack emerged from the secret passage at the factory just in time to see Rarity running up to them.

“Twilight is already in factory?” Rarity asked.

“Ah hope so,” Applejack said, “But unfortunately we can't find Fluttershy either.”

“What?! Then how are we going to deactivate tower?!” Rarity asked.

“How about we deal with finding the tower and getting in contact with Twilight and Fluttershy,” Dash said, looking past Rarity surprised, “Hold on, isn't that Vice-Principal Luna's car?”

They turned to see a midnight blue Mercedes-benz parked in front of the factory. Applejack skated over to the license plate to read it.

“Yep, this is Lulu's car,” Applejack said.

“So she's in factory too?” Rarity asked, “Why?”

“Let's go ask her,” Applejack said leading her friends into the factory. They swung down to the elevator and took it down to the computer room, where they saw Vice-Principal Luna sitting at the computer looking at the radar.

“Oh there you all are,” Luna said turning to the three girls, “I was about to call you actually.”

“Why are you here?” Dash asked, “Not that I'm not happy to see you, but...”

“I know this is weird, but...” Luna said trailing off, she then looked confused, “Where are Fluttershy and Twilight?”

“Missin,” Applejack sighed, “An' since they ain't here, that means XANA might be goin after them with specters.”

“Unfortunately I don't know how to use the computer to find people,” Luna said, “If I did, I'd search for them.”

“Ironically, the only ones who do know how to do that are the ones we need to find!” Dash said throwing her arms into the air, “Shit!”

“So we're back to original problem then,” Rarity said, “We can't deactivate tower without Fluttershy.”

“Hold on, maybe we can,” Applejack said, “Remember, you got Lyoko's second source code, Rares.”

“Dah, I do,” Rarity said, “But what do we do about tower's security? I can't hack into tower.”

“I… think I can do it...”

Everyone turned to Luna, shocked and confused.

“Hold on, how?” Applejack asked.

“I don't know, but I have this feeling...” Luna said, “I'm one of Lyoko's Architects, right?”

“Yes, ya are,” Applejack said, “But Principal Celestia severed yer connection.”

“Yes, and XANA repaired my connection,” Luna said, “This means theoretically I can go into Lyoko now, right?”

“Hold up, hold up,” Dash said, “First of all, we don't even know for sure if you can deactivate towers. You don't have a source code.”

“Second of all, XANA destroyed block made by Principal,” Rarity said, “This could be trap.”

“Well I don't see another option!” Luna fussed, shocking everyone, “As we stand here talking, Twilight and Fluttershy could be in danger! Yes, this could be a trap set by XANA, but then again, what isn't a trap set by him?! We have to do this, for Fluttershy and Twilight's safety!”

This was so risky. Still, Luna raised a valid point. There wasn't any other alternative. They had to trust Luna's feeling. She was a member of their team after all.

“Alright,” Applejack said, “Dash, yer on mission control. Once we're in Lyoko, try ta get in touch with Twilight and Fluttershy again. The rest of us are goin into Lyoko. Looks like yer hittin the front lines today, Lulu.”

Luna nodded and followed Rarity and Applejack into the elevator. Dash walked over to the computer and sat down rubbing her eyes a bit.

“Geez, this is going to end badly. I just know it,” Dash groaned before getting to work.

“Transfer Applejack!” Dash said as Applejack stepped into her scanner with a serious expression.

“Transfer Rarity!” Dash said, Rarity stepping into her scanner also with a serious expression.

“Transfer Luna!” Dash said. Luna took a deep breath and stepped into a scanner with a serious yet nervous expression.

“Scanner Applejack!” Dash said, connecting Applejack with her avatar.

“Scanner Rarity!” Dash said, watching her avatar render before connecting her to it.

“Scanner Luna!” Dash said, surprisingly she was connecting to Lyoko, her avatar looking rather impressive, “Virtualization!”

Dash pushed the enter key, and all three of them vanished from their scanners.

Applejack and Rarity rendered into the Ice Sector first, dropping down in a clearing. A second after they landed, Luna rendered into Lyoko, dropping down on one knee almost like a pro.

Her avatar… was scary.

Luna looked like a noble of some sort. She wore a dark blue general's jacket with golden shoulder pads, matching dark blue pants, white gloves, and black boots. She had a long cape that was black on the outside but blue on the inside, and at her side was a rapier.

Luna stood up and looked around for a second, and then at her hands, “It's… just like in my dreams...”

“Lulu… you look… absolutely amazing...” Rarity said. Applejack gulped.

“Yeah… uh… ya look alright… not like yer scary lookin or anythin,” Applejack defended, trying to hide that she might be looking at her Vice-Principal in a new light.

“I can't believe it...” Luna said, “I'm really- AHH!!!” Luna fell to her knees holding her head. Rarity and Applejack ran over to her.

“Hey! You okay Lulu?” Applejack asked.

“Memories…” Luna said, “This sector… I think it's… the one I…”

Lasers fired in their direction, catching their attention. Applejack, Rarity, and Luna all looked out to see two krabs and a tarantula walking over to them, all of the firing.

Applejack and Rarity braced themselves, but Luna shot up immediately and flipped her cape in front of them, actually blocking the enemy attacks.

“Leave the tarantula to me!” Luna requested, “You two fight the krabs!”

Before they could protest, Luna rushed forward. She jumped in the air, landing on the tarantula's head and kicked it back also flipping off it. As she engaged the tarantula, Applejack and Rarity both shrugged and targeted the krabs.

Luna VS Tarantula

Applejack VS Krab

Rarity VS Krab

The krab that was in front of Applejack fired at her, but she blocked its attack with her shotgun. She then loaded it and fired at its front left leg knocking it over.

Applejack reloaded her shotgun and fired at the XANA symbol on its head two times, destroying it. Before she could react the second krab turned its attention from Rarity and fired at Applejack's side.

Applejack: 70 HP

“I'm opponent!” Rarity shouted catching the krabs attention. She ran underneath the monster slashing at its legs making it fall over. She then turned around and thrust her blade into the XANA symbol on its head killing it. Her opponent dead, Rarity ran over to Applejack helping her up.

“Thanks Rares,” Applejack said, “Now let's find Lulu an-”

“Guys, I wouldn't worry about her,” Dash said, “She's… kind of… wrecking the tarantula's shit right now.”

“What?” Rarity asked. She and Applejack turned to Luna's fight and were dumbfounded. To say Luna was winning was an understatement.

The tarantula couldn't touch her. It fired as fast as it could, but Luna continuously ran to the side out of the way, and even used her rapier to deflect its attacks back at it. The odd thing was that she looked focused and confident, like she knew what she was doing.

In fact, she looked like she was toying with it.

“You bore me,” Luna said yawning, “As my associates have both finished their fights, it's time we ended ours.” She held her blade ready and did the most reckless thing one could do with a tarantula, something not even Pinkie Pie did.

She rushed toward it.

“Hey hey HEY!” Applejack shouted, “What are ya doin?!”

“That's too dangerous!” Rarity said, “If monster hits, you'll-”

As the tarantula started firing, Luna jumped high into the air. She then wrapped her cape around herself turning into a black drill and came down through the monster, killing it instantly.

“Well damn!” Dash said from the real world.

“Vice-Principal is… er… talented in combat, dah?” Rarity asked Applejack, who was covering her eyes with her hat.

“This is the woman I shot sneezin powder at yesterday…?” Applejack asked, rethinking how she lived her life all of a sudden.

Luna walked over to the shocked girls dusting herself off, “Well then, shall we proceed onward?”

“Um, I have question,” Rarity said, “Could you… always fight like this?”

“It's muscle memory I think,” Luna said, “The longer I'm here, the more I begin to remember. I… enjoyed combat here. Actually… this was the sector I created.”

“You created the Ice Sector?” Dash asked.

“Yes, I believe all five of us made a sector in Lyoko. Tia made Sector 5, I made this sector, Chaos made the Forest Sector, Proteus made the Desert Sector, and Thanatos made the Mountain Sector,” Luna walked out to the side of the sector looking at the digital sea, “Funny, I feel like there's more to Lyoko though...”

“More? What do ya mean?” Applejack asked.

“Like… there's something beyond this. I can't put my finger on it, but...” Luna looked down seriously before turning to Applejack and Rarity, “Come. We need to deactivate the tower.”

Applejack and Rarity nodded and followed Dash's guidance to where the tower was. Still, that had all of them wondering just what was Lyoko? What did Luna mean by there being something beyond it?

Sombra led Fluttershy to the back of the school. Typically only Discord ever came here, as the storage shed was there. Why did her father bring her here?

“I think this place is good,” Sombra said, “Yes, we should be able to contact the others here.”

“Um, Daddy? Why are we out here?” Fluttershy asked, “Shouldn't we head to the factory? The super computer could possibly help us find-”

“No, that's exactly what XANA is expecting,” Sombra said, “Hurry inside. I can use my tablet to find Proteus and Chaos.”

As Fluttershy stepped into the storage closet with her father, she got that weird feeling again. Like something in her head was telling her that something was wrong. She thought about what was going on, but then realized one major inconsistency.

Tablets didn't exist ten years ago. How did her father…?

“XANA!” Fluttershy cried turning to the man behind her. When she did, Sombra punched her in the face knocking her out. He went to a shelf grabbing a rope and then stood over her, a white XANA symbol appearing on the lenses of his sunglasses.

Though Twilight was having the time of her life with Sunset, she felt the biggest sense of dread. It was like something was happening right now. Sadly as she and Sunset had gone to see a movie, she couldn't check her cellphone, but that feeling just wouldn't go away.

She shook her head, and quickly got up from her seat. Sunset Shimmer looked at her concerned.

“Hey, you okay?” Sunset asked.

“I need to check something, I'll be back,” Twilight said. She quickly ran out of the theater into the main hall and pulled out her cellphone. She had six missed calls.

She opened her phone and saw that she had a text message from Dash. When she opened it, her heart sank.

XANA alert! We can't find Fluttershy ANYWHERE! Call back IMMEDIATELY!

“Twilight, is everything okay?” Sunset asked from behind Twilight, “You look pale.”

“My friends were trying to reach me!” Twilight said, “Fluttershy might be in danger!”

“Like when your friend was being drowned?” Sunset asked with a raised eyebrow.

“I don't have time!” Twilight said, “I'm sorry, but I have to go!”

As Twilight was about to run off, Sunset grabbed her arm stopping her.

“What's going on?” Sunset asked, “First I see your friend tied up and drowning like someone wanted to kill her, then your Russian friend goes missing, then today I see you in tears talking about someone named XANA, and finally this! XANA is the center of all of this, right? Who is XANA?”

“I can't tell you!” Twilight said, “I need to go help my friends!”

“Not until you tell me who the hell XANA is!” Sunset said, “What, is this person someone who wants to hurt you? Are you in trouble? If so, then tell me so I can help you!”

“You can't help me!” Twilight fussed, “XANA is pure evil, and he'll do anything to get to me, and that includes hurt the people I care about! I don't want you or anyone else getting hurt! It's bad enough that my friends are involved! Just stay out of this, please!”

“I can't do that, Twilight!” Sunset Shimmer said adamantly.

“Why not?!” Twilight asked turning to Sunset.

“BECAUSE THIS IS JUST LIKE MY DREAM!!!” Sunset screamed, silencing Twilight as she saw something she never saw from Sunset Shimmer. She saw tears.

“Sunset… Shimmer…?” Twilight asked.

“I have them a lot,” Sunset said through her tears, “They're dreams of you and your friends, and the name XANA keeps appearing in all of them. There's this one that stands out the most though. In it, I see a bright light trying to catch you, and you're scared. In the dream, I just wanted to protect you. The most important thing to me was keeping you safe.”

Twilight was too shocked for words. Sunset Shimmer's dreams were the times when she helped them! Twilight was willing to bet that all of her dreams were XANA attacks that Sunset was the center of, saw, or even fell into, but had forgotten due to the multiple return trips to the past. That one she went into detail on was when Twilight was being hunted by an orbital laser. That was the day she and Sunset Shimmer officially met.

Could she have somehow retained the memories of each and every XANA attack? That would take a mind almost as advanced as her own or Celestia's.

“Sunset, listen,” Twilight said, “I really really appreciate your desire to help me, and after hearing this… I wish I could explain to you exactly what's going on, but… I can't right now. There just isn't enough time, and the story would take too long. But, if you really want to help me...”

“I'll do anything,” Sunset said wiping her eyes, “Anything at all.”

“I need to get to the abandoned factory,” Twilight said, “There's something there I need to do. Can you take me there?”

Sunset nodded and took Twilight's hand, leading her out of the movie theater to her motorcycle. She threw Twilight a helmet and put hers on, “How fast do you need to get there?”

“As fast as possible,” Twilight said as they got on the bike.

“It's a good thing I know backstreets then,” Sunset Shimmer said, “Hope you don't mind if I break the speed limit a bit.”

With that, Sunset and Twilight rode off, Twilight's opinion of the red head changing drastically. She wasn't pushy and being selfish. She was acting on what amounted to a full month of memories she didn't consciously remember.

Sunset Shimmer was actually in love with Twilight Sparkle.

And honestly, after that conversation, Twilight was beginning to…

Pinkie Pie searched the entire school grounds, and it was now past curfew. Fluttershy and Twilight wouldn't be too far from the school unless something was up.

“Oooh… where are you?” Pinkie Pie asked, trying her hardest to not lose hope. She heard commotion toward the storage closet. Was someone back there?

Pinkie Pie went to investigate and saw a man walk out of the storage closet with a bottle of gasoline. That man… where had Pinkie Pie seen him before?

And why was he dousing the storage closet with the gasoline?

She was about to confront him, but a familiar whistle was heard. Pinkie Pie hid behind a bush and saw Discord walking up to the area whistling a tune. He froze when he saw the man, and glared at him in a way Pinkie Pie hadn't ever seen Discord do to anyone.

“What are you doing?” Discord asked slowly, bracing himself. The man turned to Discord and smiled warmly.

“Ahh, Chaos. Perfect timing. I was looking for you,” the man said.

Chaos?! Wait, wasn't that the name of one of the Architects of Lyoko? Discord was Chaos?!

“Who are you?” Discord pressed.

“Chaos, it's me, Thanatos,” the man said holding his hand out to shake Discords. Immediately Discord stepped away from him.

“Thanatos is dead!” Discord said, “I saw XANA kill him with my own two eyes! Now, I'll ask you again. Who. Are. You?!”

Thanatos? Wasn't that Fluttershy's father, Sombra? Then, that meant…

“That's a specter!” Pinkie Pie exclaimed, “Fluttershy must be in there!” Pinkie Pie jumped out of the bush and ran to the scene, “Discord! That's XANA! Fluttershy is trapped inside!”

“What?!” Discord exclaimed, looking at Pinkie Pie. He then turned to the specter of Sombra, who shot him with an electric blast knocking him back.

“DISCORD!!!” Pinkie Pie cried.

Sombra's clone turned to the storage closet and pulled out a lighter, dropping in down and setting the storage closet on fire. Pinkie Pie panicked and ran over to the storage closet to try and open it before the flames spread, but the door was locked. Sombra's clone ran up to her and whacked her aside knocking her away.

Discord got to one knee and glared at Sombra's clone, “The real Sombra entrusted me with Fluttershy's safety!” he seethed, “How DARE you use my best friend's face!”

Discord rushed up to Sombra's clone and began fighting him as Pinkie Pie forced herself to her feet. She looked back at the storage shed and saw that the building was now almost completely engulfed in flames. She quickly pulled out her cellphone to call Dash.

“Dashie! I found Fluttershy!” Pinkie Pie cried instantly when Dash pulled up the phone app.

“Great! Where is she?” Dash asked.

“She's trapped in the storage closet at school! XANA created a specter clone of her father and set it on fire!”

“What?! Holy shit… this is bad,” Dash said as the phone app went off again, this time showing Twilight's number, “Finally! Twilight's contacting me!”

“I'll stay on the line!” Pinkie Pie said. Dash clicked over to Twilight's number.

“Twilight! Where the actually fuck are you?!” Dash asked.

“Sorry, but I'm on my way now! Sunset Shimmer is driving me, and we should be there in about a minute!” Twilight said as they approached the factory, “Sunset!”

“I'm on it!” Sunset said riding the bike and stopping it right in front of the entrance to the factory. She and Twilight jumped off and swung down to the elevator, where Twilight hit the down button and took it to the computer room.

When they emerged, Sunset Shimmer's eyes were wide as she looked around.

“Dash! What's the situation?!” Twilight asked running to the computer.

“Fluttershy is trapped in the storage closet back at school!” Dash explained, “Applejack, Rarity, and get this, Luna are in Lyoko right now!”

“Wait, Luna is in Lyoko?!” Twilight asked as Sunset walked up to them, “How did she-”

“I don't know! What I do know is she claims that she can deactivate the tower since she apparently made the Ice Sector!”

“Luna? As in our Vice-Principal?!” Sunset asked, “She's in on this too?!”

“Holy- Twilight?! What's she doing in here?!” Dash asked.

“Long story,” Twilight said, “Switch places with me. I'm sending you into Lyoko to help them Dash. Once you transfer in, I'll send your Tera-Bike to you so you can catch up.”

“Got it,” Dash said running to the ladder and taking it to the scanner room. Sunset watched intently as Twilight got to work.

“Transfer Rainbow Dash! Scanner Rainbow Dash! Virtualization!” Twilight said, pressing the enter key once she was done.

Dash rendered into the Ice Sector a bit away from the others as Twilight didn't know exactly where the tower was.

“You're a little off, I'm afraid,” Twilight said, “Do you see the tower?”

“I do,” Dash said looking ahead. In the middle of a clearing she saw the activated tower being guarded by two megatanks, “Wanna send my ride?”

“Your Tera-Bike is ready. Sending it now,” Twilight said. When Dash's blue and black Tera-Bike rendered next to her, Dash jumped on.

“Listen to that engine purr,” Dash said with a smirk, “Being behind the controls is a nice change and all, but this is where I belong!”

Dash took off, taking another pathway to the activated tower. Sure, she could have just used her Super Sprint power to get there, but that took energy. Also, riding a Tron Cycle was way cooler.

“Is she…?” Sunset asked Twilight.

“Inside the virtual world that's mapped over there? Yes she is,” Twilight said.

“Could you… send me there too?” Sunset asked, looking at the hologram closely.

“I could,” Twilight said, “But I need you to do something else for me.”

“You need me to help Fluttershy, right?” Sunset asked, actually sounding a little somber. Twilight's heart sank once she realized what she was essentially doing.

“C-could you…?” Twilight asked, “She's really important, and XANA-”

“Say no more,” Sunset said, giving Twilight a smile that was clearly forced, “Storage shed, right? I'll save your girlfriend.”

“Sunset…” Twilight said, almost on the verge of tears as she watched Sunset Shimmer walk to the elevator.

“Oh, and for the record,” Sunset said, “Your secret is safe with me.”

As the door closed, Twilight thought about how helpful Sunset Shimmer was. She actually helped them so many times, and she clearly cared a lot about Twilight. She'd actually make a great Lyoko Warrior.

Huh… could Sunset Shimmer…?

As Sunset Shimmer got back on her bike, she thought about that computer room, and how professional Twilight seemed. She wanted to be there with Twilight, fighting in that virtual world. Still, Twilight gave her a job to do, and she was going to do it.

She hated it, simply because she knew what Fluttershy meant to Twilight, but she wasn't that petty. She had a rescue mission to get to.

Applejack, Rarity, and Luna reached the clearing where the activated tower was and stopped as the two megatanks rolled in front of them. Both monsters opened and fired their attacks at them, but Luna and Rarity got in front holding their blasts back with their blades.

Applejack ran in between them, got on one knee, and fired at the megatank on the left, knocking it back and killing it, but the other one closed and rolled back.

Luna was about to charge at it, but stopped as something from above fired at her, hitting her on the back.

Luna: 90 HP

“Hmph, hornets then?” Luna asked looking up to five flying monsters that flew to their location, “I don't have long ranged attacks it seems.”

“Good thing Ah do then,” Applejack said. She ran up to the hornets and fired at them, killing one but unable to hit the others. Before she could reload, the megatank rolled over to Applejack.

“Applejack, lookout!” Rarity cried. Applejack turned too late though as the megatank ran her over.

Applejack: 0 HP

The scanner opened, and Applejack slammed her fist lightly against the wall of her scanner.

“Damn it. Ah need ta pay attention more,” she groaned.

Rarity fired her shock wave at the hornets, but they all flew out of the way and fired at her, knocking her onto the ground.

Rarity: 60 HP

The megatank readied itself to attack her while she was on the ground, but Luna ran in the way and blocked its blast with her sword.

“Rarity, are you okay?” Luna asked.

“Dah,” Rarity said getting up, “You need to get to tower though, quickly.”

“Easier said than done,” Luna said. Rarity looked and saw two tarantulas render in front of the tower.

“Girls, can you hear me?” Twilight said from the real world. Luna and Rarity looked up happily.

“Twilight!” Rarity said.

“You're okay!” Luna said.

“Yes, sorry about earlier,” Twilight apologized, “Dash is on her way. You should see her coming up soon.”

They looked and saw Rainbow Dash riding her Tera-Bike to their location. She jumped off the bike, flipped in the air, and threw a kunai at the megatank, killing it instantly and landing elegantly behind Rarity and Luna.

“Leave the hornets to me!” Dash said, “You two deal with the tarantulas!”

Luna and Rarity nodded running to the tower while Dash pulled out two more kunai getting in a fighting stance.

The hornets all took turns firing at Rainbow Dash, who flipped, tumbled, and rolled out of the way. She threw two kunai at the monsters, knocking two perfectly out of the sky, but had to block as the remaining two fired before she could respawn her weapons.

Sunset Shimmer wasted no time riding back to the school. Once she reached the campus she jumped off her bike, threw off her helmet, and ran to where the storage shed was. When she reached it, she saw Discord on the ground injured, and Pinkie Pie being pinned to the ground by Sombra's clone, the latter smiling maniacally. The shed nearby was completely consumed by the flames.

“Shoot!” Sunset cried running to the shed. She looked through the window as best as she could and saw Fluttershy deep in the back tied to a pipe. She was struggling a bit, but it looked like she was coughing from the smoke.

She was running out of time.

Sunset Shimmer looked around and found a rock, which she picked up and started hitting the lock to break it. The flames shot up suddenly, causing her to fall back, and Sombra's clone shot an electric blast at her back knocking her to her knees.

“Can't let you do that,” Sombra's clone said, “The girl must die for XANA's plans to succeed.”

“Screw… XANA and… his dumb plans…!” Sunset Shimmer said forcing herself to her feet, “I'm going to save the girl in there… and you're not going to stop me!”

The clone screamed in anger and threw himself at Sunset, holding her up against the burning building. Pinkie Pie and Discord both got up, and ran over to Sombra's clone grabbing him and trying to pull him off of Sunset. The clone threw one hand out though firing at both of them knocking them away.

Sunset took that as her chance to kick the clone in the stomach. Once he flinched, she did a spin kick to his face knocking him onto the ground. He was about to get back up, but Sunset charged at him and started hitting him with the rock.

“What's it going to take to take this guy out?!” Sunset fussed.

The tarantulas fired at Luna and Rarity continuously, forcing them to block and pushing them back. Luna nodded to Rarity and used her cape getting in front of the shots blocking them, and Rarity rolled to the side firing her shock wave at one of the tarantulas, killing it. The other one turned to Rarity and shot her once in the stomach knocking her back.

Rarity: 20 HP

Before it could fire again, Luna charged at the tarantula and jumped forward, once again wrapping herself in her cape and drilling through the monster. Once it was dead, Luna turned to the tower.

“I can do this...” Luna said, “I know I can do this.”

Luna closed her eyes and approached the tower, slowly phasing into it.

Inside the tower, Luna looked around slowly walking to the center. Her heart was racing for some reason, but her instincts were telling her that she needed to keep going. Once she reached the center of the tower, an invisible force picked her up and took her to the surface above.

Discord ran over to the door to the shed and hit the lock hard with another rock destroying it. He quickly ran into the shed over to Fluttershy, who looked like she was fading.

“Fluttershy!” Discord shouted, “FLUTTERSHY!!!”

“Dis…cord…?” Fluttershy asked slowly opening her eyes, “What are…?”

“I'm going to get you out of here,” Discord said untying Fluttershy, “Shoot, these ropes are too tight!” he reached into his pocket and pulled out a small knife and began cutting the ropes, “Stay with me Fluttershy!” he urged as Fluttershy looked like she was about to give in. She didn't just look exhausted from inhaling the smoke.

She looked hopeless…

Luna landed on the upper platform and slowly walked over to the holographic control panel. Once there, she followed her instincts again, typing to take control of the tower. If this worked, then after this…

The key board vanished, replaced by a touch screen. Luna smiled, proud of herself.

“This is it,” Luna said, “I did it, Tia. I saved everyone this time,” she placed her hand eagerly on the holographic touch screen.

SELENE

CODE

XANA

“Wait!” Luna said wide eyed, “That's not right! The code needed is-” Luna screamed as she felt a sharp pain in her head. At the same time, the interior of the tower turned red, and an alarm was going off.

Outside the tower, the aura changed from red to black. Rainbow Dash and Rarity looked up at the tower confused.

“Hey Twilight! Something's wrong with the tower!” Dash said.

“I see it,” Twilight said, looking at the monitor at the tower. It was transmitting some sort of unknown data.

“Can ya activate Return ta the Past?!” Applejack asked next to Twilight.

“Give me a second,” Twilight said, “I need to make sure that the specter is gone first.”

Sombra's clone knocked Pinkie Pie and Sunset Shimmer onto the ground and stood over them, smirking.

“It's done,” he said as he faded away like static. Pinkie Pie and Sunset Shimmer slowly stood up hurt and confused.

“What's done?” Sunset asked.

“I hate it when they do that cryptic crap...” Pinkie Pie groaned.

“Return to the past, NOW!” Twilight shouted, pressing the enter key. Everyone was engulfed in a bright light, and returned to where they were at the beginning of the day.

Pinkie Pie caught up with Twilight, Applejack, Rainbow Dash, and Rarity in the hall so she could tell them what happened at the storage shed.

“So first our Principal,” Dash said, “Then the Vice-Principal, and now the janitor?! Sheesh, this is getting silly!”

“Have you spoken to him yet?” Rarity asked.

“I can't find him,” Pinkie Pie said, “I hope he didn't die in there.”

“If he did then Fluttershy would be dead,” Twilight said, “I saw her earlier though. She's really messed up from that attack.”

“Takin the form of her dead father like that,” Applejack said folding her arms, “That's jus' messed up.”

“It's a good thing Sunset Shimmer got there,” Pinkie Pie said, “We wouldn't have been able to rescue Fluttershy without her.”

“Sunset Shimmer!” Twilight exclaimed, “Right! Girls, I'll see you later! There's something I need to do!”

She ran off, leaving Applejack, Rarity, Pinkie Pie, and Rainbow Dash very confused.

It was still early, so Sunset might not be in the classroom yet. She looked inside and saw that neither she nor Fluttershy were there yet. She looked down the hall and saw Sunset Shimmer walking to the classroom.

“Sunset Shimmer!” Twilight called out running to the older girl. Sunset was snapped out of some sort of daze and was surprised as Twilight ran over to her embracing her.

“Whoa!” Sunset exclaimed, “Twilight, this is a pleasant surprise.”

“I'm just so happy!” Twilight said, tears in her eyes, “You're okay!”

“Um… should I not be okay?” Sunset asked. Twilight's heart sank a little once she realized. She had to use Return to the Past, so Sunset didn't remember the night they had, nor that she helped them. For a second, Twilight forgot that Sunset wasn't officially on their team.

“No, no, it's fine,” Twilight defended, letting Sunset go and looking down, “It's just… I...” so overcome with emotions, Twilight did the only thing she could think of.

She kissed Sunset.

Sunset was speechless, and when Twilight broke the kiss she looked at her in shock. Twilight smiled biting her lip before skipping off into the classroom. Sunset had no idea why Twilight did that, hell, Twilight herself wasn't too sure. All she knew was that Sunset had shown her true colors. She didn't know it, but she was one of them. A Lyoko Warrior, and possibly their seventh member.

Unknown to both girls, that kiss was seen by one person, who was on her way to class at the time. Standing behind a corner hidden, she placed a hand on her chest as tears fell from her eyes.

“Twilight…?” Fluttershy asked trembling, “Are you and Sunset Shimmer…?”

In the Principal's Office, Luna opened her eyes and sat up in her chair suddenly. She was in Lyoko just now right? Did she deactivate the tower? Why did she feel so…

“Hey, uh… Lulu?” Applejack called from outside the door. Luna straightened up immediately.

“Yes AJ, come in,” Luna said. Applejack opened the door and slowly walked in.

“You okay? That tower business kind of spooked us,” Applejack asked.

“Y-yes AJ, I'm fine,” Luna said, her head feeling a little fuzzy, “I think I'm just dealing with the shock of coming back from Lyoko.”

“Ah see,” Applejack said, “Do ya know what happened in that tower?”

“No, I don't,” Luna said, “I think… I just deactivated it like Fluttershy would.”

That's a lie…

What happened in there was…

“Well, as long as yer okay,” Applejack said smiling, “Ah'm gonna head ta class. We'll check with ya after school, alright?”

“Okay AJ, s-see you,” Luna said. As Applejack left, Luna couldn't shake the feeling that something was off. She felt different, and as the minutes went by the haze left, making her feel almost like she was waking up from a deep slumber.

But… why did she feel… so angry?

Ending Theme: Can't Fight the Moonlight

21: Selene pt. 2

Theme Song: A World Without Danger

21: Selene pt. 2

It was now merely a few days before the Spring Fling, which marked the beginning of Spring Break. Rarity was worried that the Return to the Past would mean she'd have to do the fitting of all of the dresses again, and while that was the case, Dash made it easier by reminding Rarity of everyone's sizes.

Thank God for photographic memory.

No one was surprised when Cheese Sandwich asked Pinkie Pie to the Spring Fling. It was pretty much assumed by everyone in school that they were dating. WHEN they started dating was anyone's guess. Applejack and Rarity were naturally going together, to the point that they didn't even ask each other. It was just naturally assumed by both of them.

Most of the students figured they'd get married sometime after graduating. That's how in sync they were.

Dash had been weird. She was normally her usual self, but whenever Macintosh would show up she'd get real girly, smiling to him and waving. For his part, while normally he was really stoic and quiet, he'd always smile whenever he saw her. Everyone was jealous of them, as all of a sudden Rainbow Dash had gotten really hot, and Macintosh was already desired.

Oddly, the one couple that everyone was keeping an eye on was the one that there was no word on. Twilight and Fluttershy were rarely even seen in the same room anymore, the latter always looking like she was going to cry.

With all the craze of the dance, Twilight was having a hard time getting everyone together, but she needed to meet up with them to discuss their next move. As such, that Wednesday after class, Twilight called everyone to her room, Luna included, to have a meeting. It was here that Luna told them that she heard from Celestia.

“Oh Eos...” Twilight said somberly.

“She sounded so weak,” Luna said, “I had never heard her sound so afraid.”

“Do we have any idea where she is?” Rarity asked.

“Sorry, but no,” Luna said, “My guess is she was using someone else's phone, and they were standing right there. She wanted to tell me where she was, but couldn't.”

“She just said you had to go to Lyoko,” Twilight said.

“Was that tower infected or something?” Dash asked, “When you deactivated it, it turned black. What happened inside there?”

“Nothing unusual,” Luna said, “Like I said, I activated code: Lyoko like Fluttershy would. I didn't see anything strange on my end.”

Applejack looked at Luna briefly and raised an eyebrow.

“XANA's other Lyoko is probably almost finished,” Twilight reasoned, “And we still don't know where the other three source codes are. We need to change the game. Which is why I originally called all of you here,” Twilight took a deep breath before speaking again, “I think I know who our new member is going to be.”

“Ya do?” Applejack asked, “Great, cause Ah'm stumped.”

“I even considered asking Trixie at one point,” Dash said shuddering. Twilight didn't understand why they didn't like each other. Trixie was actually really nice, to her at least.

“I think we should ask Sunset Shimmer to join us,” Twilight said. Everyone was surprised, but Fluttershy actually frowned looking away.

“Sunset Shimmer?” Applejack asked.

“She's already helped us a bunch of times,” Twilight said, “Pinkie Pie, didn't she save you first?”

“Sh sure did,” Pinkie Pie chirped, “She helped Dashie get me out when Maud was turned into a specter.”

“We never did Return to the Past, so she actually remembers that,” Dash said, “I think that's why she stays so close to us.”

“She saved me once too,” Rarity said, “I would have died if she hadn't come to my aid.”

“She helped me come ta my senses when Rares got taken over by XANA,” Applejack said, “She's kinda nice, an' she's got a good head on her shoulders.”

“Sunset Shimmer is actually a very smart student,” Luna said, “All of her teachers say good things about her, even if her attitude is a bit of an issue.”

“She's a great addition to the team,” Twilight said, “And every time she's ever found out about the factory, she always vows to keep it a secret.”

“Well, I'm for it,” Dash said.

“Me too!” Pinkie Pie said gleefully, “Let's add her to the party.”

“Ah think it's a great idea,” Applejack said.

“Dah,” Rarity added with a nod.

“I think its a terrible idea.”

Everyone turned to Fluttershy, who was sitting on Applejack's bed with her arms folded, looking away from everyone with a dark expression.

“Fluttershy?” Twilight asked.

“It's the best option logically,” Luna said, “Sunset is smart, strong willed, honorable, she's already a capable fighter, and has helped us a number of times already.”

“I don't care,” Fluttershy said, “I don't like her, and I think she'd be awful on the team.”

“That's kind of harsh, don't you think?” Dash said, “She can't be any worse than the rest of us.”

“And we literally considered everyone else in the school,” Pinkie Pie added, “We even considered Snips and Snails! Snips! And Snails!”

“Ah really think it needs ta be her too,” Applejack said, “Ah mean, she's proved herself so far.”

“Well, I hate her,” Fluttershy said, “I refuse to work with someone like her.”

With that, Fluttershy stood up and stormed out of the room. Everyone looked at one another taken aback, but Twilight stood up and ran after her.

“Fluttershy, wait up!” Twilight called out stopping Fluttershy, “What was that all about?”

“I told you, I don't want to work with Sunset Shimmer,” Fluttershy said turning to Twilight.

“Because you “don't like her”? Fluttershy, what's really going on? Lately you've been-”

“What Twilight?” Fluttershy asked, “What have I been like lately?”

“Quite frankly, you've been real unpleasant this past week,” Twilight said with a frown.

“So that's why you prefer spending time with Sunset Shimmer so much then?!” Fluttershy asked harshly, “That's why you want her on the team, right?!”

“What has gotten into you, Fluttershy?!” Twilight asked.

“I saw you and Sunset Shimmer, Twilight!” Fluttershy fussed, “I saw you kiss her!”

Twilight suddenly felt horrible. She had no excuse for what she did, and she even felt really stupid afterward. She was just overcome with emotion, and wanted to thank her somehow. She knew that it was wrong, but she didn't think anyone saw.

“Fluttershy, I know that was wrong,” Twilight said, “She helped us, and she helped Pinkie Pie and Discord help you, and I was just so happy that I-”

“No, I know why you kissed her!” Fluttershy fussed, “You did that because you love her! You don't want to be my girlfriend anymore, right?! That's why you've been so distant! I bet the two of you have so much fun, don't you?!”

“Why I've been so distant?!” Twilight asked, incredulous, “I've been trying to reach out to you for the longest, but every time I do, you push me away! And yes, she and I have fun! It's nice to be able to have someone who actually cares about me, and comforts me!”

“Well I'm sorry I've been grieving for so long, but in case you forgot, my parents are dead! And no, it wasn't ten years ago for me! It feels like I just lost them! All I want is for my girlfriend to be a little sensitive and understand my grief!”

“Well you're not the only one who's going through a lot, Fluttershy! Need I remind you that XANA has it out for me! Not you, not Applejack, not Rarity, Rainbow Dash, or Pinkie Pie! Me! I'm terrified of XANA, and it'd be nice to have someone hold me and let me know that I'm loved, as opposed to always expecting me to be strong for them!”

“If you like being with Sunset Shimmer so much then why don't you go with her to the Spring Fling?!” Fluttershy shouted, “In fact, why don't you just be her girlfriend instead of mine?!”

“You know what?! I just might go with Sunset Shimmer! At least then I might have fun for a change!”

“Go then! Run along to your knight in shining armor! See if I care!”

“I will! I'm sick of this argument anyway! You know, I used to think you were an angel, but lately all I've seen is a selfish bitch!”

“Well I thought you would always be there for me, but clearly all you care about is yourself and your fun!”

“We're through!”

“Fine! Good bye and good riddance!”

Twilight and Fluttershy turned in opposite directions and stormed off. Applejack, Rarity, Dash, Pinkie Pie, and Luna all looked at them walk off. None of them looked happy.

“Oh no...” Pinkie Pie said covering her mouth.

“That was ugly...” Dash said.

“Dah,” Rarity said grimly, “That was worse argument than AJ and I months ago.”

“Seriously,” Applejack added, “Ah wonder what that was all about.”

“Both of them are going through a lot,” Luna said, “Twilight's fears, and Fluttershy's grief. They both need comfort, but neither one is in the state of mind to comfort the other.”

“They can't break up!” Pinkie Pie said, “They're the mascot couple! Main character and the love interest!”

“How do you know one of us isn't the main character?” Dash asked.

“Twilight was the one who started this,” Pinkie Pie said, “That makes Fluttershy the main love interest. That's like anime and video game 101.”

“What should we do?” Rarity asked.

“For now, we give them space,” Luna said, “We'll talk to them when we get the chance.”

Sunset was outside the school doing maintenance on her motorcycle, but her mind was elsewhere. She still couldn't get that kiss out of her head. It came out of nowhere, yet… somehow it didn't feel random.

In fact, it sort of corresponded with the last dream she had.

In it, she and Twilight were on what seemed like a date. Then that name came up again, XANA. He did something, and Twilight needed to go somewhere. There was a fire, and Twilight's girlfriend…

“Damn it…!” Sunset said sitting down leaning on her bike, “This doesn't make any sense. Twilight Sparkle… what are these dreams? Why do I feel like you're in danger…?” she looked out and saw Twilight storm out of the dorm building and run into the woods. She looked really upset.

Sunset's bike would have to wait. Twilight needed her.

When she caught up to Twilight, she was sitting in front of a tree hugging her knees crying. Sunset was about to approach her, but an image suddenly flashed in her mind. It was of Twilight in a similar position, only she was in front of a cafe.

Sunset's heart was racing. Twilight needed someone. She needed her.

Sunset reached into her pocket, pulling out a tissue, and walked over to Twilight, kneeling in front of her and holding the tissue out to Twilight.

“Hey, this isn't right,” Sunset Shimmer said catching the crying teens attention, “You have such a pretty smile.”

“Sunset...” Twilight said softly, looking at Sunset desperately.

“What happened?” Sunset asked, “I'm not used to seeing you so-” Sunset was shocked as Twilight fell into her arms, “T-Twilight…?”

“You came… You actually came… for me...” Twilight sobbed. Sunset Shimmer smiled and held Twilight.

“I'll always come for you, Twilight. You don't even have to call out to me,” Sunset said. Twilight looked deeply into Sunset's eyes, and then slowly closed the distance, kissing Sunset Shimmer deeply. Sunset was surprised, and didn't immediately return the gesture. As such, she just looked at Twilight dumbfounded when they parted.

“What's wrong?” Twilight asked softly.

“It's just… I'm not used to this. Normally when I advance, you pull away because of-”

“I need this right now,” Twilight said, “Please Sunset Shimmer, do this for me. Don't ask questions, and don't tell anyone. Just… love me. Please.”

This felt wrong. Yes, Sunset Shimmer wanted Twilight, but this wasn't how she wanted to get her. She had a feeling that something happened between her and Fluttershy.

Still, rebound was better than nothing. As such, she pulled Twilight in and gave her what she wanted, kissing her softly yet passionately, letting their tongues meet for the first time. All the while, Twilight didn't stop crying.

As for Fluttershy, she decided instead of going back to her dorm room to instead go to the factory. She had heard that something weird had happened on Lyoko when Luna tried deactivating the tower. Even weirder was that XANA hadn't attacked since then. Fluttershy was worried that XANA might have finished making his own Lyoko, which meant they had to find it and FAST.

It wasn't like she could count on Twilight anymore to do this…

As Fluttershy worked, the elevator clicked on. Fluttershy was worried that Twilight was coming, but when it opened she saw Rarity step out instead.

“There you are,” Rarity said, “I was looking for you.”

“H-hi Rarity...” Fluttershy said looking away somberly.

“Luna said we should give you space, but I couldn't leave you alone too long,” Rarity said walking over to Fluttershy.

“So… you heard Twilight and I…?” Fluttershy asked.

“I'm pretty sure entire school heard you,” Rarity said, “But, that's not why I'm here. Actually, I was curious about real reason you don't want Sunset Shimmer on team.”

Fluttershy closed her eyes taking a deep breath, “It doesn't matter now. Sunset already won.”

“She won?” Rarity asked with a raised eyebrow.

“Twilight is with her now. Sunset Shimmer wanted to steal her from me, and she did,” Fluttershy said, “I was stupid to think Twilight would actually stay with me.”

“Fluttershy, you remember when AJ and I had bad argument? Day when we found Sector 5?” Rarity asked.

“I remember,” Fluttershy said, “But that was different. You two hadn't talked about your relationship.”

“Nyet,” Rarity shook her head, “It's same. You and Twilight don't communicate.”

“I communicate!” Fluttershy fussed, “It's Twilight who doesn't listen! She's more concerned with having fun!”

“Fluttershy, that's not true at all,” Rarity said, “Twilight is more dedicated to fighting XANA than any of us. Besides, whenever I see you two “communicating” I see two of you kissing, and you pushing her away whenever she wants to talk.”

Fluttershy wanted to go against that so badly, but she couldn't. She had pushed Twilight away a lot.

“Also, I understand Twilight needed break from XANA fight,” Rarity said, “Did you know she has nightmares about XANA?”

“N-no,” Fluttershy said, “She never told me that.”

“Only one she did tell was Dash,” Rarity said, “Applejack saw her crying in her sleep one night, and rest of us saw how tense she was getting. Actually, I think only one who didn't know how scared of XANA she was...”

“Was me...” All of a sudden Fluttershy felt horrible. She didn't know that Twilight's fear of XANA was so crippling.

“Relationship is more than just kissing and having fun,” Rarity explained, “True relationship is sharing fears and being open with one another. Supporting and caring, often putting one's self second to other.”

“Does Twilight… like Sunset Shimmer because she makes her feel safe?” Fluttershy asked.

“Dah, I'd say so,” Rarity said, “Something that if I recall, you used to do.”

“But, I can't stop thinking about my father,” Fluttershy admitted, “I can't be there for her right now...”

Rarity pursed her lips, “Can't… or won't?”

That hit a mark. Fluttershy slowly turned to Rarity, “I...”

“Either way, if you're not going to be there for Twilight, then you can't be upset if someone else steps in to look out for her,” Rarity said walking back to the elevator, “I'll see you at school tomorrow, Fluttershy.”

As Rarity left, Fluttershy thought back to what Rarity said. Was she actually being selfish? Yes, she was grieving really hard, but was that an excuse for how she was acting? Twilight was really afraid of XANA, and she had promised to protect her.

So when did the roles reverse themselves so badly?

When Twilight left Sunset Shimmer, she was in somewhat better spirits. Still, she was still really upset. That was only the second argument she and Fluttershy ever had, and their first since becoming an official couple. She wanted to believe that her angel was still there, but lately Fluttershy hadn't been acting very angelic.

Was this what she was really like? Did her angel even exist at all?

When she walked into her room she expected Applejack to be asleep. Instead, she saw Applejack sitting in the chair with her arms folded.

“Howdy Twilight,” Applejack said seriously, “Comin in a little late, ain't ya?”

“What's it matter to you?” Twilight asked, “You come in past curfew all the time.”

“Yeah, but Ah ain't a good kid, Twilight. Breakin curfew is what Ah do,” Applejack said getting up and walking over to Twilight, “You'd only come in this late if ya were with Fluttershy, an' after the scuffle from earlier Ah doubt you'd be spendin too much time with her. Let me guess, Sunset Shimmer?”

“Who I spend time with is my business!” Twilight fussed, “Not Fluttershy's, and not yours!”

“Twilight, Ah'm yer best friend, an' Ah'm worried 'bout ya. Yer actin outta control.”

“Oh?” Twilight asked pushing past Applejack and sitting in front of her computer.

“What's yer obsession with Sunset Shimmer anyway?” Applejack asked, “Mind ya, Ah meant what Ah said 'bout her bein a great addition ta the team, but Ah can tell there's more to it than that with you. So spill it.”

Goddamn it. If there was one thing Applejack was good at, it was identifying bullshit. For as bad as she was, she never lied, ever. She'd pull a prank, cut class, pretty much anything she could to upset Vice-Principal Luna, but she was extremely honest.

You could always count on her to tell you when you were being a bitch.

“Applejack, I don't know who Fluttershy is anymore,” Twilight admitted.

“Ah'll admit, she hasn't been herself lately,” Applejack said.

“That's just it,” Twilight said, “I… think this is who she really is. She's been getting more of her old memories back, and with it her true personality. I always thought she was an angel, but now...”

“Now yer seein that she ain't perfect,” Applejack finished for Twilight, “She's a sweetheart, but she's still a human being.”

“I guess… I sort of lost sight of that,” Twilight said with a sigh, “When I first met her, she was so bright and angelic. She always asked if I was well, she made me feel safe, even before she could fight, she was my guardian in a sense.”

“Protectin ya from XANA, right?” Twilight looked at Applejack in shock, “Don't worry, Dash didn't tell. She didn't have to. Ah'm yer roommate. How many times do ya think you can have a nightmare an' Ah not notice?”

That was fair. Twilight sighed and turned to Applejack completely.

“That's why I feel so safe around Sunset Shimmer. Every time we're together she makes me feel safe. She's risked her life for us so many times, and she doesn't even know what's going on. I can think of at least two times that I would have died if not for Sunset Shimmer. And I know she's not perfect. She told me to my face that she wanted me to leave Fluttershy and date her.”

“Yet ya still trust her?” Applejack asked.

“I do. During the last attack, she protected Fluttershy, even though she's her rival. She's a good person, Applejack, and I really want her on the team.”

Applejack sighed, “Well, like Ah said, she'd be a great fit. The problem is Fluttershy. She's uncomfortable around Sunset Shimmer, an' understandably so. As much as we all want her on the team, we can't do anythin ta make Fluttershy uncomfortable. What is it yer always sayin? Fluttershy comes first?”

Twilight did say that. Hell, that might as well be her catchphrase alone with saying “no” a bunch of times with having a freakout. Her heart was sinking, as she knew that she couldn't be selfish. As much as she wanted it, she couldn't bring Sunset Shimmer onto the team. Not if Fluttershy didn't like it.

Sensing how upset Twilight was, Applejack wrapped her arms around her right before she started crying, “Ah know how frustratin it is.”

“I thought we could get a one up on XANA this time,” Twilight sobbed, “He wouldn't be expecting a seventh Lyoko Warrior.”

“No, he wouldn't,” Applejack said, “But technically we have a seventh now. Luna. Sure, she can't join us all the time, but she is a front line fighter, an' a strong fighter at that. Once Spring Break starts, she'll be able ta be more active on Lyoko.”

“What about after Spring Break?” Twilight asked, “That's just two weeks, Applejack.”

“Then we'll continue searchin for someone else ta join us full time,” Applejack said, “Hell, by then we might find Celestia or another Architect. Pinkie Pie's plannin on talkin ta Discord, an' if we can find that last Architect we'll be set. We can do this, Twilight. It ain't gonna be easy, but we can beat XANA.”

Twilight nodded smiling slightly, “Right. Thanks Applejack,” she said leaning into her friend's embrace again. She was disappointed that Sunset Shimmer wasn't going to be joining them, but at least she felt a little better about where they were.

If they took advantage of all of their resources, they might actually win this.

As Luna lay on her bed, her thoughts were going to strange places. She was beginning to remember everything. How they made the super computer, why they made it, who else was involved, and how Celestia…

Luna sat up in her bed and held her head in frustration, growling in anger. Before long, she turned to her pillow and began punching and throwing it around angrily, screaming the entire time. She then buried her face in her pillow and screamed at the top of her lungs.

She couldn't remember the last time she was so angry. Not even Applejack made her this angry. That was just playful banter between them. This was rage.

As time went on, she felt her thoughts change completely. It was as if something else was now thinking for her. She could feel her master returning to her, becoming one with her again. No… he had never left her side. She just lost touch with him.

Luna got up and walked over to the mirror looking at her reflection. She was asleep for a long time, but now she was wide awake. She remembered what she sought to do, and what her mission was. She wasn't just a measly Vice-Principal at a school.

She was…

The next day, Pinkie Pie got up extra early so she could head to the storage shed behind the school. Discord was hard to find at times, as he was always somewhere in the school, so the best time to reach him was early in the morning.

When she got there, he was just stepping out of the shed straightening his uniform. He must have just gotten there. Pinkie Pie took a deep breath and walked out to greet him.

“Um… Discord?” Pinkie Pie asked, catching the older man's attention.

“Hello Pinkie Pie,” Discord said smiling, “What can I do for you?”

“I know this is an odd time, but I need to ask you. Do you remember this shed… being on fire?”

Discord's smile vanished, and he sighed rubbing the back of his head, “I was wondering when we'd be having this conversation.”

“So it's true,” Pinkie Pie said, “You're one of the Architects of Lyoko.”

“That's right Pinkie Pie,” Discord said sadly, “My codename was Chaos. I'm the Architect of the Forest Sector.”

“Do you know where Principal Celestia is?” Pinkie Pie asked, “She was captured by XANA, and-”

“I have an idea, but getting there isn't going to be easy,” Discord said, “That place isn't someplace one usually escapes from. You girls plan on destroying XANA once and for all, right?”

Pinkie Pie nodded, “We're searching for the source codes for Lyoko. We know Fluttershy has Kindness, and now Rarity had Generosity.”

“That just leaves Loyalty, Laughter, and Honesty,” Discord said, more to himself, “Funny how you girls are following in our footsteps.”

Discord sat down and pulled out a picture from his jacket. Pinkie Pie sat down next to him and looked at it. It was a picture of a younger Discord and four other people in the super computer room. Pinkie Pie recognized three of them as Celestia, Luna, and Sombra. The fourth was someone Pinkie Pie had never seen before. She was a woman with long green hair, and the sexiest figure Pinkie Pie had ever seen. It was only emphasized more by the revealing black dress she was wearing. She wore red lipstick, and seemed to be really close to Celestia and Luna as they both had their arms around her.

“Is this Proteus?” Pinkie Pie asked pointing to the woman.

“Yep, her name's Chrysalis,” Discord said, “At least, that's the name she used to use.”

“What do you mean?” Pinkie Pie asked.

“After the incident, she went into the witness protection program,” Discord explained, “Even before then she was a master of disguise. She could literally be anyone, and you wouldn't know it was her. I don't know her current identity, but she has a special phone that only I know the number to. If I need her, I can send a text on that number and she'll drop everything to help.”

“You guys look like us,” Pinkie Pie said sadly, “I mean, before things got so bad.”

“The five of us were the best of friends,” Discord said, “We swore to always look out for each other. I'm sure you and your friends are the same.”

“We do look out for each other,” Pinkie Pie hugged her knees, “But lately there's been a lot of fighting among the team. Just the other day Twilight and Fluttershy had a big argument.”

“Well, if you're worried about them, you'll just have to save everyone,” Discord said.

“What can I do though?” Pinkie Pie asked somberly, “I'm not strong like they are. I couldn't even save Fluttershy...”

“You don't have to be the strongest fighter,” Discord said, “You just have to have the biggest heart. Do you know why one of the virtues we chose was Laughter?”

Pinkie Pie shook her head, “I did think that was weird. I can understand kindness, generosity, honesty, and loyalty, but is laughter really that important?”

“You bet it is,” Discord said as if it were obvious, “Especially when times get rough. Laughter is important because it makes every feel good, no matter how bad they feel at the time. You can help your friends by making them smile. Don't you do that anyway?”

“I do,” Pinkie Pie said, “I just wasn't sure if it was the best time. Everyone is so serious right now.”

“Then this is the perfect time,” Discord said putting an arm around Pinkie Pie, “Everyone lost their smiles, so you have to get them back.”

Pinkie Pie thought about what Discord was saying. She felt like she and Discord had a lot in common, like maybe he did for his team what she sort of did for hers. As such, maybe he understood exactly what she felt. No, she wasn't the smartest, nor the strongest. She didn't have any special talents like a photographic memory, she wasn't really mature, nor could she deactivate towers. But she did have something she could do.

She could make her friends smile.

“Thanks Discord,” Pinkie Pie said hugging Discord, “When I've gotten everyone back together, could you help us save Celestia?”

“You don't even have to ask,” Discord said, “Tia's one of my very special friends after all. I'll do everything I can to help.”

“Great!” Pinkie Pie sat up and ran off a bit, turning to Discord, “See you later Chaos!”

With that Pinkie Pie skipped off, now renewed. Discord passed on his job to her. She had to protect everyone's smiles.

She'd do that with her own smile.

She couldn't shake it. Something about Twilight was off yesterday. She and her group of friends hadn't been right for a couple of days now. Recently even the Vice-Principal had begun acting weird, spending more time away from her office. There was a rumor among the student body that Vice-Principal Luna was actually good friends with Twilight and her friends.

Sitting in front of her computer, Sunset Shimmer decided she needed to get to the bottom of this.

She didn't share her room with anyone, and she never invited anyone inside, not even Twilight. The reason being that they wouldn't know what to make of it, and she didn't feel like answering a bunch of odd questions. Her room wasn't what you'd expect from a leather jacket wearing, motorcycle riding bad girl. It was more like the room of a professional computer hacker.

Funny, wouldn't you say?

Her room was full of random papers filled with equations and measurements that only she would understand scattered across the floor. Her trash bin was full of empty cans of Monster energy drinks, and on her desk was probably the most impressive computer anyone had ever seen. It ran on Linux, which she was proud to say she stole from a government computer.

Sometimes she loved being herself.

She was hoping that she'd be able to just relax and live a normal life here in Canterlot, but recent events had proven otherwise. Her dreams persisted, but now she wasn't sure they were dreams. She saw Twilight and her friends always moving around like they were being watched by someone, and that kiss along with the rumored argument that Twilight had with Fluttershy. According to students, the name XANA came up in their fight.

XANA… that was the name of the person in her dreams. The person that wanted to kill Twilight.

The first thing she did was check the backgrounds of Twilight and her friends. None of them seemed out of the ordinary. They were just ordinary students. Rainbow Dash came from a military family, Rarity had moved to America from Russia when she was six years old, Pinkie Pie apparently had an Amish background (that surprised Sunset), Applejack's family were the original settlers of the town, and Twilight was recorded to have an IQ of 185.

Interesting. Sunset Shimmer was actually smarter than her…

It wasn't until she got to Fluttershy that things got weird. Her identity didn't seem too off to the regular person, but Sunset saw a number of inconsistencies. She checked her full name in the system, Fluttershy Sandora, and only one match came up. It was of someone who had vanished from the system ten years ago, and her birthday was 1990.

Hold on, Sunset thought, that doesn't make any sense. If her birthday was in 1990, she wouldn't be a teenager now. She'd be a full grown adult!

Further looking into these records, Sunset noticed that Fluttershy's father was a man named Sombra Sandora, who had vanished without a trace only a week before Fluttershy vanished.

Where did I hear about people disappearing without a trace…?

Right, Sunset thought. There was a report about an entire military base who's members went missing at the same time without an explanation. It happened on the day that Sunset had enrolled in Canterlot Academy.

Deciding to check on that, Sunset Shimmer looked deeper into the incident of the disappearing military officers. Normally it was impossible to get military information, but when you were a hacker of Sunset's caliber things got easier.

“One of the soldiers wrote in their journal the name “XANA” over and over...” Sunset read aloud from her computer, “XANA… that's the same name that keeps coming up in my dreams… Hold on!” she ran over to her bed and pulled her dream journal from under her pillow. She began checking the dreams she wrote down, and noticed that certain words seemed consistent.

Lyoko…

Factory…

XANA…

“What does all of this mean?” Sunset asked, “Is Twilight actually in danger?”

She needed to get to the bottom of all of this, and to do so she needed to take a chance on her dreams. She remembered in the last dream she went to the abandoned factory with Twilight, and found a secret room. If that room was actually there, then she'd know for sure that she wasn't dreaming.

She knew everything the teachers were discussing anyway. She could skip class today.

Sunset Shimmer rode her motorcycle to the abandoned factory, stopping right in front of the bridge. It looked like it did in her dreams. Old, and in disuse. She had never been in here before as far as she knew, but if she was right, she'd know what to expect inside.

She walked to the building, where she saw ropes hanging in front of the broken ledge. She remembered in the dream that she and Twilight swung down to the freight elevator. She stepped back, got a running start, and swung down to the elevator.

This thing looked really old. It shouldn't still work. But if her dreams were real, then…

She stepped into the elevator and pushed the down button. Instantly, the elevator came alive, closing and taking her to the lower levels. Sunset was freaking out. Where was this elevator taking her? Why did it even still work?!

When it opened up a minute later, she was shocked. The room was not what you'd expect inside a factory. It looked brand new, and had a scary looking computer set up in the center of the room.

It was just like her dreams…

“The computer was real...” Sunset said, “So was the room in the factory… Does that mean… XANA is…?”

She walked over to the computer and sat down in the seat in front of the keyboard. Surprisingly it was still on, as if someone just left it on for the entire day. It was complicated, but given enough time and she'd be able to figure it out. That would come later though.

Sunset Shimmer fiddled around with it a bit, careful to not ruin or start up anything. She found Twilight's video journal eventually. This was an invasion of privacy, and Sunset felt bad about it, but she needed to understand Twilight.

“Today marks the beginning of our fight against XANA,” Twilight said on the computer, “I'm going to be keeping a journal of our fight from here on out, so in case anything happens to us, whoever finds this journal will know where we left off.”

“What in the world…?” Sunset Shimmer asked, pulling up a later entry.

“XANA infected one of our own today. He took advantage of Rarity's Chronic Anxiety and forced her into a constant state of panic. This makes me wonder what else XANA is capable of...”

“Today, we managed to materialize Fluttershy!” Twilight seemed elated in this one, “We can finally shut down the super computer once and for all. We decided to wait until the morning though. Oh, and my Vice-Principal decided to help us. She knows everything now, and as we didn't use Return to the Past, her memories are intact. It's a risk, but I trust her. She's like an aunt to me.”

“Return to the Past…?” Sunset asked, “What in the world is that…? And what did Twilight mean by materializing Fluttershy?”

She decided to check the entry right after that one, and saw a very different Twilight. This time she looked grave, and serious.

“XANA had us fooled. He knew that we wouldn't be able to completely disconnect Fluttershy from the computer. He has a few of her memory files trapped on Lyoko, and until we gain them, shutting down the computer will kill Fluttershy. That's… not the only thing that has me so shaken up though…

“I spoke to XANA again… This time though… he said that he… wants to kill me. He came dangerously close to doing so too. I'm terrified right now, but if we can't just give up. We'll figure out how to destroy XANA once and for all.”

She found another file further down dated the same day as Sunset Shimmer's enrollment. When she opened it, she saw Twilight really shaken up.

“A lot happened today,” Twilight began somberly, “First off, XANA took over a military satellite with a laser. He used that… to try to kill me. If it wasn't for that new student, Sunset Shimmer, I don't know what I'd do. She took me on her motorcycle and kept me safe. It's too bad that we had to use Return to the Past, because I want to thank her for saving me.

“But that's not all. XANA finished uploading that odd data into Rarity. I don't know what it was, but apparently Rarity attacked everyone on Lyoko today. Even now there's something… off about her. She doesn't seem genuine. Normally I feel really safe around her, but right now…”

Next entry.

“So I now know a lot more. XANA has corrupted Rarity, and turned her into his personal soldier. This is different than being possessed and turned into a specter. Rarity is still herself, and still in control of herself, but her mind has been tampered with.

“I finally met Eos today though. She gave me a program that can purify Rarity if it devirtualizes her. I was surprised though. Eos was my Principal! To think, that the principal, who's practically raised me, was actually one of the five creators of Lyoko! I feel better knowing who she was, but I'm even more afraid now.

“XANA took one of our own. He captured one of my dear friends and turned them against me. I'm not safe anywhere,” Twilight broke down, “I don't know what to do! I hope we can put a stop to XANA soon. Otherwise, I...”

Next entry.

“He did it. XANA escaped into the network. Even worse, he still has Rarity with him. He can attack me anywhere he wants now. I can't even step outside without seeing XANA somewhere. He's completely untraceable, and with him being free he's unpredictable. I… I don't know how much more of this I can take...”

As Sunset read through all of the entries, she began to remember some of her dreams. According to Twilight, she had helped them a number of times, and each time her memory had to be erased via something called “Return to the Past”.

After she was done, Sunset sat back in the chair dumbfounded. There was an entire half of her life she didn't even remember, almost a full months worth of events that were forgotten. In fact, according to these journal entries, Twilight and her friends had been fighting this “XANA” for over a year now.

“It was real,” Sunset said, “It was all real...”

She didn't know how she felt. Betrayed, no. She understood why Twilight hadn't told her. Worried was more like it. She knew now that Twilight was in some sort of danger. She wanted to help her. She had to help her.

Sunset got up and took the elevator back up. She'd confront Twilight and her friends about all of this soon, but she'd wait until after the Spring Fling, or if another of these events came up. She was determined now. She had to help them.

Based on the entries, she was practically a member of the team already.

In the Principal's office, Vice-Principal Luna sat in her desk thinking about her next move. Should she wait? No, the sooner she did this the better. These girls didn't waste time, and they were vigilant. If she didn't strike now...

“Twilight Sparkle, could you come to the principal's office?” Luna said on the loud speaker.

At the time, Twilight was in her Math Class, which she shared with Rarity. Both of them looked up when they heard that, and Rarity turned to Twilight's seat behind her.

“I wonder what's going on,” Rarity said.

“This is weird,” Twilight said, “Luna never calls me in the middle of class. Must be XANA.”

“I go too?” Rarity asked.

“If I need you, I'll send you a text,” Twilight said. Rarity nodded slowly as Twilight got up and left the classroom.

As she walked, she passed the Science Class, where she saw Fluttershy taking notes. She briefly looked out the door at Twilight, and despite everything going on between them she did look concerned. Twilight mouthed out “I'll be okay” and then continued onward. Sadly they hadn't gotten a chance to talk since their argument., but it was nice to know that Fluttershy still cared.

When she got to the Principal's Office, she knocked on the door.

“Come in, Twilight Sparkle,” Luna said, her tone sounding cold for some reason. Also, Luna never used Twilight's full name.

She slowly opened the door and walked inside, surprised by how dark the room was. Luna had closed the blinds. She was standing by the window peaking through the blinds.

“L-Luna…?” Twilight asked, “You… wanted to see me?”

“Yes Twilight Sparkle, please come in. Close the door behind you.”

She sounded so wrong. Twilight couldn't put her finger on it, but there was something about the way she was talking. It didn't sound like Luna. At least, not the Luna Twilight knew.

Still, she did as was requested and walked into the room and closed the door.

“Um… are you okay Luna?” Twilight asked, “You seem upset.”

“There's something we need to check out on Lyoko,” Luna said, “It's about that tower in the Ice Sector.”

“Do you know what happened there?” Twilight asked.

“We need to investigate it, immediately,” Luna stated.

“O-okay. Let me just a hold of the others and we can-”

“No Twilight Sparkle,” Luna said, “This is just the two of us. We're all that's needed.”

“Luna, you know that's not a good idea,” Twilight said, “Someone needs to be outside monitoring the super computer, and you shouldn't go in alone.”

“It will be fine,” Luna pressed, sounding a little irritated now, “You and I will be enough.”

“Luna, why do you want to go to Lyoko so badly?” Twilight asked walking over to Luna, “School hasn't let out yet, and normally...” it hit Twilight immediately what might be going on, and her heart began racing, “No…” Twilight said shaking her head, “Please no… no no no no no…”

“Twilight Sparkle, what's wrong?” Luna asked turning to look at Twilight, “You sound upset.”

She saw it briefly flashing in her eyes, almost as if she were making sure Twilight saw it. A red XANA symbol appearing in her irises. That meant something special. It meant that the person wasn't being controlled by one of XANA's monsters. It meant something much worse.

It meant they were controlled by XANA himself.

“Luna… don't tell me...” Twilight begged backing away from her, “You're not...”

“What do you think, Twilight Sparkle?” Luna asked now walking toward Twilight, backing her against a wall. She grabbed her neck and lifted her up strangling her, glaring at her with familiar hatred.

“Please… stop this…!” Twilight begged, tears falling from her eyes, “This… isn't you…!”

“Shut up!” Luna seethed, “You look so much like her it's sickening! The idea that you're essentially her protégé only makes this sweeter!”

“No…!” Twilight cried, unable to believe that the woman she looked up to was doing this, “We… trusted you…!”

“That, Twilight, was your biggest mistake!” Luna said, pure hatred oozing from her words, “You're so naive, just like Celestia. Now, you're going to join her!”

This proved it. The Vice-Principal was gone, replaced by an entity that wanted nothing more than to see her suffer.

“Lu…na…” Twilight wheezed as her entire world went dark.

Sunset Shimmer rode back to the school, careful to enter in the back way. She didn't want to risk faculty catching her cutting class essentially. As she was sneaking back to the dorms, she saw Vice-Principal Luna stepping outside to her car, carrying someone over her shoulder.

It was Twilight!

“What the hell…?” Sunset asked watching the scene unfold. She saw Luna open the trunk of the car, drop Twilight inside, and then shut it before running to the front of the car and driving off. Based on the journals she read from the computer, Luna had been corrupted by XANA ten years ago, just like what happened to Rarity. Was this the corruption?

Either way, Twilight was in danger!

Sunset wanted to rush after her, but there wasn't much she could do alone. She didn't know how to operate the computer, so she couldn't go after them if they decided to go to that “Lyoko” place.

But she did know who did know how to operate it.

She ran into the school building to find one of Twilight's friends. She looked in all the classrooms until she found the Science lab, where she saw a really tense looking Fluttershy. Not wasting any time, Sunset opened the door.

“Excuse me!” Sunset said, catching the teacher's attention.

“Um, yes Sunset Shimmer? Is something wrong?” the science teacher asked.

“I need to borrow Fluttershy! It's like, really important!” Sunset said, surprising everyone in the classroom. Fluttershy looked at Sunset intently before standing up.

“Mr. Time Turner, it's fine,” Fluttershy said, “I already finished the assignment. Can I be excused?”

“S-sure...” Mr. Time Turner said, clearly confused. Fluttershy bowed to the teacher and followed Sunset Shimmer outside.

“What do you want?” Fluttershy asked somewhat harshly.

“That thing, XANA, I think it just took Twilight!” Sunset said. Fluttershy's expression could only be described by the phrase “what the fuck?!”

“Wait, hold on, how do you know that name?! Did Twilight and the others-”

“How I found out isn't important!” Sunset fussed, “What is important is-” Sunset stopped herself, grabbed Fluttershy's arm and lead her to an empty hallway, “What I saw was Vice-Principal Luna throwing Twilight into the trunk of her car and driving off!”

“Y-you're serious…?” Fluttershy asked, as if trying to sense if she were lying, or hoping that she was lying.

“Believe me, I wouldn't lie about something like this! The only reason I'm not going after her myself is because I wouldn't even know what to do! You guys protect her though, so I figured-”

“Okay, okay,” Fluttershy cut her off, “Let me get the others. I'll text them, and tell them to meet us at the statue.”

Applejack, Rainbow Dash, Pinkie Pie, and Rarity ran outside immediately to meet Fluttershy and Sunset, the latter pacing back and forth.

“So, what's this about an emergency?” Dash asked.

“Yeah, and where's Twilight?” Applejack asked.

“According to… Sunset Shimmer, she was captured by Luna,” Fluttershy said, somewhat reluctantly.

“WHAT?!” Pinkie Pie asked.

“I saw the Vice-Principal carrying her off,” Sunset said, “It looked like she was planning on taking her to the factory. She was corrupted once, right?”

“Corrupted?” Applejack asked, “How do you know 'bout all that?”

“I… sort of found your secret base,” Sunset said, “The one underneath the factory.”

“How?!” Rarity asked.

“That's not important now!” Sunset said, “What is important is that the Vice-Principal was acting weird, and if we don't hurry up then Twilight could be in danger!”

“This doesn't make any sense!” Dash said, “Why would Luna take Twilight?”

“Unless it wasn't Luna,” Rarity said, “Remember tower?”

“No...” Dash said, “You don't think that's…?”

“What?! What's going on?!” Sunset asked.

“Somethin real serious if our theory is right,” Applejack said, “Thanks Sunset. We need ta get movin!”

“Not without me!” Sunset Shimmer said.

“Why do you want to come with us?” Fluttershy asked, “You don't have anything to do with us. We're probably just going to use Return to the Past afterward to erase everything.”

“Twilight is in trouble, so that's all the reason right there for me to be involved,” Sunset said adamantly, “And even if you use that time travel thingy on me, I'm sure now that I'll just go back to the factory and relearn all of this. That thing doesn't work on me.”

Fluttershy folded her arms and narrowed her eyes at Sunset, who returned the gesture.

“Look, if she wants ta help then fine,” Applejack said, “We're gonna take another pathway to the factory. It's a short cut we use. Take yer motorcycle and meet us there, alright?”

“Don't go in without me!” Sunset said running to her motorcycle. Everyone ran to the secret passage, but Fluttershy stomped her foot in frustration before running after them.

As they all grabbed their vehicles and rode to the factory, Sunset got on her bike and drove off at high speed. When she got to the factory, she saw the others stepping out of a manhole right in front of the factory.

“That's Luna's car!” Rarity cried pointing to the blue car parked next to Sunset's motorcycle.

“I told you,” Sunset Shimmer said running up to them, “We have to go now!”

“Then follow our lead!” Applejack said. The six of them all ran into the factory, taking turns swinging down to the elevator in teams of three. Once all of them were inside the elevator, Applejack pushed the button and they went to the computer room.

Inside was deserted, but it looked like the transfer procedure was previously used. Fluttershy ran to the computer and sat down, checking something.

“I see Twilight!” Fluttershy said.

“Where is she?” Dash asked.

“She's in the Ice Sector,” Fluttershy said, “But something is off. The entire sector is corrupted.”

“Is Luna with her?” Applejack asked Fluttershy.

“I see someone with Twilight,” Fluttershy said, “But they don't read as Luna at all. The signal is one of XANA's monsters, and they have four hundred hit points.”

“Four hundred?!” Pinkie Pie cried, “Shoot, we're hitting the wake up call boss! I knew I should have spent more time grinding!”

Sunset looked at Pinkie Pie wide eyed. She was dead serious, wasn't she?

“We need to go in,” Rarity said, “All of us.”

“Sunset stays out here,” Fluttershy said, “We're not scanning her into the super computer.”

“That's fine,” Sunset said, “You guys need someone out here, right? Just tell me what you need and I'll do it.”

Fluttershy sighed internally and motioned for Sunset to come to the screen, “Red arrows are enemies, yellow arrows are allies, but I'll appear as a green arrow.”

“Because you're the security program of Lyoko, right?” Sunset asked.

“S-something like that, yes,” Fluttershy said, “Each of us will have a hit point meter starting at one hundred, but only you can see it. If any of us loses our hit points, we'll be returned here, but we won't be able to log back in for twelve hours. Are you following me so far?”

“Not too complicated,” Sunset Shimmer said, “So basically I'm the game master.”

“Essentially,” Fluttershy said, “Your job is to tell us if anything is coming our way, and to keep us updated on our life points. Just tell us if we're getting low, okay?” Sunset nodded, “Everyone, go to the scanners. I'll transfer all of you first, then use a stalled transfer for myself.”

Everyone nodded and ran to the elevator, but Pinkie Pie gave Sunset a thumbs up before it closed. Once they saw that everyone was downstairs, Fluttershy got to work.

“Transfer Applejack!” Fluttershy said, closing the scanner as Applejack stepped inside.

“Transfer Rarity!” Fluttershy said as Rarity stepped into her scanner, causing it to close behind her.

“Transfer Rainbow Dash!” Fluttershy said, Dash stepping in with a smirk despite the situation.

“Transfer Pinkie Pie!” Fluttershy said as Pinkie Pie skipped into her scanner.

On the screen, Sunset saw Applejack's sheriff avatar being rendered, “Scanner Applejack!”

Next up, she saw Rarity's knight avatar render itself, “Scanner Rarity!”

Thirdly, Sunset saw Dash's ninja avatar render, “Scanner Rainbow Dash!”

Finally, Sunset saw Pinkie Pie neko avatar render, “Scanner Pinkie Pie!”

“Virtualization!” Fluttershy said, pressing the enter key. On the computer screen, Sunset saw all four avatars spin around quickly as progress bars quickly filled in front of them, and they vanished with “CLEAR” appearing in front of all of them. Fluttershy then got to work on another program, like she was setting up all of that stuff ahead of time.

“So… those avatars that came up,” Sunset said, “Is that what they look like in Lyoko?”

“Yes,” Fluttershy explained, “Our forms are based on our psyches. Okay, I'm done here. You take the wheel.”

“This actually doesn't look to complicated,” Sunset Shimmer said, “After seeing you do it, I might be able to transfer you in manually.”

“Well, don't press your luck,” Fluttershy said, “You don't know exactly how it works, and we still haven't come to a unanimous decision.”

“Unanimous decision? Of what?” Sunset asked. Instead of answering her, Fluttershy just called the elevator and took it to the scanner room. Once she was inside the scanner, it closed and got to work. Sunset watched the screen intently as Fluttershy's princess avatar rendered on the screen, and then automatically sent itself to wherever the others went, probably now controlled by the girl in question.

She was a princess, huh? If their forms were all based on their minds, what was it about Fluttershy that turned her into a princess?

Fluttershy rendered into the Ice Sector and dropped down, surprised and horrified by what she was seeing. The entire Ice Sector looked wrong. The ground was broken up in certain parts, replaced by green numbers, and the sky looked apocalyptic red. It was like the sector was being eaten away.

“This is terrible...” Fluttershy said.

“I know this is just a virtual world and all, but this is still messed up,” Dash said.

“Ah wonder...” Applejack said walking forward and looking around, “Is this what that tower did?”

“Guys, can you hear me?” Sunset asked from the real world.

“Yeah, loud and clear,” Applejack said.

“I don't know exactly what I'm seeing, but it looks like the area your in is losing data bit by bit,” Sunset explained.

“Losing data?” Rarity asked.

“Yeah,” Sunset said looking at the screen, where she pulled up information on the sector and saw a large number dropping every second, “My guess is that if you're in a virtual world, that means that the environment is defragmenting.”

“You mean it's breaking apart, right?” Dash asked.

“NOOO!!!” Pinkie Pie screamed, “XANA corrupted the game! What if we lose our data and have to start the WHOLE GAME OVER?!”

Sunset pinched the bridge of her nose. She didn't know if Pinkie Pie was trying to joke or if she was dead serious.

“We have to find Twilight for now,” Fluttershy said, “She'll figure out what to do about this.”

“Twilight and Luna are ten virtual kilometers from your location,” Sunset said, “Careful, cause I think I'm seeing some of those monsters coming your way at ten o'clock.”

Pinkie Pie looked and saw three monsters that shouldn't have been in the ice sector flying toward them. Mantas.

“Hey, aren't they supposed to be in Sector 5?” Pinkie Pie asked right before the mantas started firing at them.

“If they're here, then we're in trouble!” Applejack said, “Rares, you an' Fluttershy fight these the best, so cover us while we move on ahead!”

“Dah!” Rarity said nodding.

“We'll catch up when we're done!” Fluttershy added. She and Rarity ran to the edge and launched their attacks at the mantas as Applejack, Pinkie Pie, and Rainbow Dash ran on ahead.

“More monsters coming up from a corner!” Sunset said suddenly, “They're ground based, but one of them has really high HP!”

“That's probably a megatank!” Applejack said turning to Dash, “Yer up Dash!”

Dash nodded smirking and then charged ahead with her Super Sprint. Sure enough, the monster was a megatank, accompanied by two tarantulas. Rainbow Dash jumped up and kicked the megatank rolling it back and then got in a fighting stance.

Rainbow Dash VS Megatank

The megatank opened and charged up, but Dash ran to the side just in time before its blast could hit her. She did a hand sign creating two clones, and all three of them charged toward the megatank.

The monster turned to the Dash on the left side and fired at her, killing it instantly as it was a clone. The one on the right jumped on the monster and threw a kunai right at the eye in the center, doing massive damage. She flipped off and the final Dash threw her kunai at it killing it.

“More fliers coming your way!” Sunser said. Dash looked up and immediately blocked a hornet's attack.

“Not bad Sunset,” Dash said doing a back flip out of the way of the shots, “You make a pretty solid navigator.”

“This isn't anymore complicated than the work I do on my computer,” Sunset said, “Still, I do wish I were there with you guys.”

“Believe me, it's a real blast!” Dash said throwing a kunai at a hornet, knocking it out of the sky, “Hey AJ, wanna give me a hand over here?”

“Pinkie Pie, ya got this?” Applejack asked after firing at the tarantula in front of her. Pinkie Pie used a Homing Attack on her enemy killing it instantly.

“Please, I eat this suckers for breakfast!” Pinkie Pie bragged. She rolled into a ball and tackled the second tarantula while Applejack ran to the hornets to fire at them next to Dash. One hornet got a lucky shot in and hit Dash in the stomach knocking her back.

Rainbow Dash: 70 HP

Thankfully, Applejack fired at it, killing it before it could fire again.

“Thanks AJ,” Dash said getting up. Rarity and Fluttershy ran over to them.

“We finished our fight,” Rarity said.

“Good,” Applejack said, “How 're ya holdin up?”

“Rarity's lost forty hit points,” Sunset said, “Fluttershy didn't get hit thank God.”

Fluttershy folded her arms pursing her lips, a little irritated that Sunset was talking like she was in the group already.

“We need to hurry,” Fluttershy said pushing past everyone, “Twilight is up ahead.”

Everyone proceeded onward, stopping when they reached the tower Luna from the other day. Luna was sitting on a nearby icicle as if waiting for them, but she looked all wrong.

Instead of her normal Lyoko attire, she wore dark blue knights armor over black chain mail, complete with a knight's helmet that allowed for her now much longer hair to flow out. Her rapier was replaced with a broad sword, and her cape was now somewhat tattered at the bottom. When she looked up at the girls, they saw that her eyes now looked more like green snake's eyes.

“L-Lulu…?” Pinkie Pie asked slowly.

“Not… quite...” Luna said with a sinister smirk.

“It's XANA!” they heard Twilight call out. They turned to the side and saw Twilight suspended over the Digital Sea by chains held by two Mantas, “Luna's corruption was completed! She and XANA are now one!”

“Aw, and here I wanted to surprise all of them,” Luna/XANA said with a pout.

“So, yer XANA, eh?” Applejack asked.

“Indeed,” Luna/XANA said jumping off the icicle and walking toward the group, “Through corruption I'm able to turn individuals like Selene into my puppets, so I may control them as my own body. Sadly though, this body isn't… ideal for my uses.”

Rarity grimaced and stepped back a bit. Seeing the end result of what almost happened to her was unnerving to say the least.

“If you don't like it so much then give it back to Luna!” Dash ordered pulling out a kunai.

“Yeah you big creep!” Pinkie Pie added getting on all fours.

Luna/XANA laughed, “You really think it's that easy? Selene's entire being has been converted by my data. Even with Eos' block, it festered inside of her for ten years, slowly returning her to my side. She had no idea that she was sending me information on all of your plans from the moment I released that block.”

“Wait...” Fluttershy said, “Is that why you were always one step ahead of us?! Luna was feeding you information?!”

“Bingo,” Luna/XANA said with a sinister smirk, “Thanks to her, I knew about all of your plans, including your plan to destroy me with the source codes. Why, I even know about your search for a new member, who I'm sure is right outside listening to this right now.”

“New… member…?” Sunset asked, wondering what XANA was talking about. From Twilight's journals it was pretty clear that XANA lacked the capacity to lie. That was apparent with everything he was revealing to them.

Did that mean they wanted her…?

“Right outside…?” Twilight asked, “Does that mean… is Sunset Shimmer…?”

Fluttershy turned slightly to Fluttershy and then drew her bow pointing it at Luna/XANA, “I defeated you in this form once XANA, and I'll do it again!”

“Foolish girl!” Luna/XANA said with a maniacal smile, “All you managed was to hurt Selene! I am far beyond anything your minimal weapons are capable of doing!” Luna/XANA slashed at the air sending a black shock wave at Fluttershy, but Dash pushed her out of the way taking the hit herself.

Rainbow Dash: 0 HP

The scanner opened up, and Dash shot out breathing heavily. Even now she could still feel the immense power coming from that attack.

“Shit…!” Dash swore, “Was that… XANA's power…?”

Applejack fired her shotgun at Luna/XANA, hitting her in the back.

XANA:380 HP

Luna/XANA turned to Applejack and charged at her, slashing wildly. Applejack managed to block the attacks with her shotgun, as Pinkie Pie rolled into a ball to tackle Luna/XANA. She kicked Applejack away and slashed Pinkie Pie knocking her to the side.

Pinkie Pie: 20 HP

“Holy…!” Sunset swore, “Pinkie Pie, you only have twenty hit points left!”

“Ugh… XANA's too strong...” Pinkie Pie said getting up, “Dash was already devirtualized… What can I do…?”

“Pinkie Pie, listen to me,” Dash said from the real world, “If you can save Twilight XANA loses! Let the others deal with XANA!”

“R-right!” Pinkie Pie said running on all fours to the mantas. They fired at her as she ran, but she moved to the side out of the way of all the attacks, eventually jumping on top of one of the mantas.

Meanwhile, Fluttershy readied her bow and fired at Luna/XANA, impaling her and forcing her to her knees.

XANA:330 HP

Before Luna/XANA could turn to her, Rarity charged at her and engaged her blade versus blade. The fight was extremely violent, with Rarity and Luna/XANA meeting in a weapon clash.

“What do you want?!” Rarity asked, “What is meaning of all this?!”

“It's all to unlock the heart of the network!” Luna/XANA said, “Imagine, if I could get there, I'd have control over the entire world! I would be God both here in Lyoko and the real world!”

“Nyet!” Rarity shouted, “I won't let that happen!”

“You already helped me achieve that goal!” Luna/XANA said, “I'm free now, thanks to you giving me the key to Lyoko!”

Another arrow shot in their direction, but this time Luna/XANA was ready and blocked it with her cape.

“Stop toying with Rarity's mind!” Fluttershy ordered, “She only did that because you corrupted her just like Luna!”

Luna/XANA kicked Rarity to the ground, and then turned to Fluttershy. She held her hand out and black smoke shot out engulfing Fluttershy and lifting her into the air.

“Rarity knew what she was doing, just like how Selene sent me all the information I needed on you!” Luna/XANA said, “All you humans are is a pile of suggestions! Outside information guiding your every motion! From the music you listen to, to the commercials telling you to buy buy buy! None of you have thoughts of your own! All I'm doing is the same as those outside signals! You all speak of free will? YOU DON'T KNOW THE MEANING OF FREE WILL!!!”

Applejack and Rarity looked at each other from a distance, nodded, and shot to their feet. Applejack fired at Luna/XANA to make her lose focus, and Rarity charged at her impaling her with her blade, making her drop Fluttershy.

XANA:300 HP

Luna/XANA returned the favor by thrusting her sword into Rarity's chest.

Rarity: 0 HP

“RARITY!!!” Applejack cried, watching Rarity be kicked of Luna/XANA's blade like she was nothing, her body devirtualizing.

When the scanner opened, Rarity was lying on the floor barely unconscious. Once she regained awareness of the world, she clenched her fist and slammed it on the floor in frustration, both from being defeated and from allowing XANA to get into her head again.

“XANA!!!” Applejack shouted firing at Luna/XANA continuously. It didn't matter to her that Rarity was just devirtualized. XANA had disrespected Rarity, and Applejack was determined to make her pay.

Luna/XANA used her blade to block all of the shots as Fluttershy fired Light Arrows at her from behind. Luna/XANA simply used her cape to block the arrows.

Meanwhile, Pinkie Pie was using her claws to guide the manta she was riding over to the ground, also dragging the second manta and Twilight over as well. It wasn't easy as the second manta was pulling in the opposite direction, but she was making progress.

“Almost got it…!” Pinkie Pie said, “And… NOW!”

Pinkie Pie rolled into a ball on top of the manta killing it, and then jumped into the air using her Homing Attack on the second one. When it was dead, the chains vanished and Twilight dropped down. Unfortunately she missed the ground and almost fell into the Digital Sea.

Pinkie Pie grabbed her hand just in time.

“Pinkie Pie… thank you...” Twilight said relieved. Pinkie Pie gave Twilight a smile and pulled her up.

“If we devirtualize Luna, can we save her?” Pinkie Pie asked.

“I really don't know,” Twilight admitted, “But we have to try something. Sunset Shimmer, are you there?”

“Y-yes, I'm here,” Sunset said.

“You seem to know what you're doing, so I need your help in finding something,” Twilight said, “I'm going to enter the tower and send some data to you.”

“I'm on standby,” Sunset said. Twilight and Pinkie Pie both ran toward the tower, but Luna/XANA saw them and readied her blade.

“I don't think so Twilight Sparkle!” Luna/XANA shouted. She turned into a cloud of smoke and flew past Applejack over to Twilight and Pinkie Pie, appearing right in front of them. She was about to slash at Twilight, but Pinkie Pie jumped in the way taking the attack herself.

Pinkie Pie: 0 HP

“Pinkie Pie, no!” Twilight cried watching her friend get devirtualized.

“You're next, Twilight Sparkle!” Luna/XANA said grabbing Twilight by the neck, “I have a special kind of death planned for you!”

“NOOO!!!” Twilight screamed, unleashing a huge burst of energy, forcing Luna/XANA to release her and knocking her back.

XANA:150 HP

Twilight: 10 HP

“What… power...” Luna/XANA said looking at the exhausted Twilight in awe, “Your potential… it's even greater than…” an arrow shot Luna/XANA in the chest just as she was about to reach for Twilight.

XANA: 100 HP

“STAY AWAY FROM HER!!!” Fluttershy screamed readying another arrow, “Don't you DARE touch her!”

“Hmm...” Luna/XANA said stepping away from Twilight as Applejack ran to her side helping her up. Luna/XANA then vanished in a black cloud, never taking her eyes off of Twilight.

“Twilight!” Fluttershy cried running over to her and Applejack, immediately embracing Twilight, “Are you okay?!”

“I'm… fine...” Twilight said, “Someone… devirtualize me… So I can bring… everyone home...”

“Leave that ta me,” Applejack said. She sat up, readied her shotgun, and fired point blank at Twilight, instantly devirtualizing her.

Twilight: 0 HP

When the elevator opened and Twilight staggered into the computer room, Sunset Shimmer immediately embraced her.

“You're okay!” Sunset said, “I was so worried about you.”

“Sunset Shimmer...” Twilight said slowly, “Thank you...”

“You look beat,” Dash said, “Maybe I should handle the devirtualization process.”

“No… I want to do it...” Twilight said making her way to the computer, “We're… not using Return… to the Past… yet...”

Dash, Pinkie Pie, and Rarity all looked at each other, and then at Sunset, who just looked really confused.

It was nighttime when they all got finished. As Luna was the one who called Twilight away, it was assumed that everyone's sudden absence had to do with Luna's Workshop, so they weren't penalized for leaving early.

After promising they'd talk to Sunset Shimmer about everything that happened later, everyone met in Twilight and Applejack's room once again for a meeting.

“Well, this is terrible,” Applejack said.

“Tell me about it,” Dash groaned, “We saved Twilight thank God, but now XANA has Luna!”

“And with Lyoko de…fra…” Rarity shook her head giving up on the large word, “Doing thing that Sunset said, we're running out of time, dah?”

“We are,” Fluttershy said, “Lyoko is defragmenting, which means it's essentially deleting itself. This means that XANA's most likely done making his personal Lyoko. At least he's putting the finishing touches on it.”

“Do we know how ta stop it?” Applejack asked.

“If we had the source codes, we could fix it easily,” Fluttershy said, “But you heard XANA, he has them now.”

“If only I had been able to get into that tower...” Twilight fussed, “I could have worked with Sunset Shimmer on figuring out how to extract the source codes.”

“Come on Twilight, we know how to get them,” Pinkie Pie said, catching everyone's attention.

“We do?” Dash asked.

“Uh, yeah. Where does XANA keep his personal things he doesn't want anyone to find? Sector 5!”

“Think XANA's dumb enough ta put the source codes there when he could jus' hold onta them himself? Not likely,” Applejack dismissed.

“Hold on, Pinkie Pie might have point,” Rarity said, “XANA may be free from Lyoko, but he's still bound by certain rules within it. XANA was originally in Sector 5, so maybe when he remerged with Luna, source codes got sent there too.”

“And think about it,” Pinkie Pie added, “If you were XANA, would you want to keep the thing that your enemies need to kill you on your person so they can easily grab it? No! You'd want that as far away from you as possible!”

“There are sections of Sector 5 we haven't explored yet,” Fluttershy said, “Now that the security section is cleared, all of those sections are open now. To us and to XANA.”

“Yeah, so he might use one of those places to store the source codes!” Dash said, “Looks like we're taking a trip to Sector 5 tomorrow.”

“In other news, what are we going to do about you-know-who?” Rarity asked.

“After the kick-ass job she did in helping us today, I want her on the team even more now!” Rainbow Dash said.

“She is real good with a computer,” Applejack said, “Though I'd love ta add her as a front line fighter too. Problem is, if we're not all in agreement on it then-”

“Actually… I think adding her is a good idea...” Fluttershy said, shocking everyone.

“Fluttershy… are you sure…?” Twilight asked, “I don't want to do anything that will make you uncomfortable.”

Fluttershy shook her head, “No Twilight, it's me who isn't being fair. I'm not in the right head at the moment, and I can see that Sunset gives you a level of comfort that… right now I'm not equipped to give you.”

“Oh Fluttershy...” Twilight said somberly, feeling really guilty all of a sudden. Rarity frowned and folded her arms looking at Fluttershy intently.

“I love you Twilight,” Fluttershy said, “I want the best for you. That means also stepping aside and letting you get what you need if I'm unable to. If everyone here thinks adding Sunset to the team is a good idea, then… I say we add her.”

Twilight walked over to Fluttershy and hugged her tightly, “Thank you Fluttershy. I'm sorry for how I acted before. I do want to be there for you, though.”

“I know,” Fluttershy said, “But you need to get a handle on your fears first.”

Twilight let Fluttershy go and turned to everyone, “I'm going to talk to Sunset Shimmer privately first.”

When Twilight left the room, everyone gathered around Fluttershy.

“You sure 'bout this, Fluttershy?” Applejack asked.

“I am,” Fluttershy said, “She did help us, and with XANA now making serious moves like this, we need all the help we can get.”

She said that, but everyone there could tell that she was forcing herself. She still didn't want Sunset Shimmer on the team, but she was making a HUGE sacrifice.

Twilight sent Sunset a text asking her to meet her right outside the dorms. After waiting for a few minutes, Sunset stepped out and met eyes with Twilight. For a long time they said nothing, but soon ran into each others arms and embraced.

“Thank you so much for helping me,” Twilight said.

“I'll always be there for you,” Sunset said, “I want to protect you.”

“That's… actually why I wanted to talk to you,” Twilight said, letting Sunset go and looking down, “I… know this may sound like a silly question to ask, but…”

“But…?” Sunset asked. Twilight's heart was racing, but in the end, she asked Sunset the question she had been dying to ask her for ages now.

“Can you… keep a secret?”

Ending Theme: Can't Fight the Moonlight

Author's Note

So now it's been confirmed. Sunset Shimmer is the official William of the story. The question is, how will XANA respond to this development? For those who remember how Code Lyoko originally went, you might think you know what's going to happen.

I'm warning you now, you don't. You have no idea what's in store. The next episode is one I'm really excited to write.

If you want to support my growing career as a writer and my campaign for world domination, then please go here and check out my Patreon, and consider donating a small sum.

22: Selene pt. 3

Author's Note

First of all, I would like to apologize for how long this chapter took. I had written it before, but I wasn't happy with it as an arc finale, so I rewrote it. This version is MUCH better than the one that I had before.

Second of all, I would like all of you to brace yourselves. Like I said at the end of the last chapter, you may THINK you know what's going to happen in the end, but you know NOTHING. I ask you to brace yourselves because those who really wish XANA would lose are about to hate my guts. All I'll say is literally, I write sins, NOT tragedies.

So yeah, enjoy this much longer than planned episode. Also, please support my patreon if you feel so inclined to aid me in my finances AND help me in my plans for world domination.

22: Selene pt. 3

Theme Song: A World Without Danger

22: Selene pt. 3

Though it was still really late at night, after telling Sunset Shimmer about their battle it was decided that they would take her to the factory as soon as possible. As such, they all went to the factory and took her to the scanner room while Twilight and Fluttershy set things up in the computer room.

“Now, ya promise not ta tell anyone?” Applejack asked. She, Pinkie Pie, Rainbow Dash, and Rarity were in the scanner room with Sunset.

“I promise,” Sunset said adamantly. Applejack nodded and turned to Dash, who pulled out her cellphone.

“She's ready Twilight,” Dash said.

“Excellent,” Twilight said, “The scanner is ready. Could you give her the phone?”

Dash handed Sunset Shimmer her phone.

“So, what's going to happen?” Sunset asked.

“We're going to copy your DNA into the scanner, creating a virtual body for you in the super computer,” Twilight explained, “This will make you completely immune to Return to the Past.”

“Okay,” Sunset said, “I think I'm ready.”

“Sunset, thank you,” Twilight said, “I really appreciate you coming aboard.”

“Thank you for letting me aboard,” Sunset said before handing the phone back to Dash. She turned around and looked up at the scanner, a little apprehensive it seemed.

“Scared?” Dash asked.

“Not really,” Sunset said, “Were you scared?”

“You kidding?” Pinkie Pie asked, “We were excited our first time!”

“Honestly, I was terrified,” Rarity admitted, “First transfer is always hardest.”

“Thankfully ya ain't goin into Lyoko yet,” Applejack said, “We're jus' settin ya up. Head on in when yer ready.”

Sunset nodded and walked into the scanner. She turned to face them, and the scanner closed, getting to work.

Up on Twilight's computer, a CGI image of Sunset dressed in a super revealing suit with bat wings on her back and head was being rendered. Fluttershy saw that and shuddered a bit.

“What sort of form is that?” Fluttershy asked.

“It's different,” Twilight admitted, “But hey, even Luna's was a little gothic looking before XANA took her over.”

Fluttershy sighed turning away. She was still uncomfortable with Sunset Shimmer being on the team. Seeing that didn't help much at all.

After about a few seconds, the scanner finished its work and opened up, revealing a somewhat drained Sunset Shimmer leaning against the wall of the scanner. She pushed herself up as Applejack walked over to her.

“So, how do ya feel?” Applejack asked.

“Ready to take on XANA and his monsters right now,” Sunset said, “Where do you guys want me? Outside doing navigation, or am I on the front lines?”

“Whoa, slow your role, Sunset,” Dash said, “We haven't figured all of that out yet.”

“Dah, Twilight sometimes comes into Lyoko with us, but she's best at using super computer,” Rarity explained.

“Twilight is a front line fighter too?” Sunset asked surprised before looking to the side seriously, “Not sure how I feel knowing that.”

“Lyoko's not that dangerous,” Pinkie Pie said, “I'll teach you everything I know.”

“Thanks,” Sunset Shimmer said with a somewhat awkward smile, “Looking forward to it.”

Twilight leaned back in her chair, clearly overjoyed with this new development. She turned to Fluttershy, who gave her a soft yet somber smile.

After they finished up, the seven girls all walked out of the factory together.

“Hey, think tomorrow we can take Sunset into Lyoko and show her around?” Pinkie Pie asked.

“With Lyoko defragmenting, that wouldn't be safe,” Twilight said, “We don't know what state Lyoko is going to be in.”

“Sides, tomorrow's the Spring Fling, remember?” Applejack asked.

“Are they even going to still have that?” Dash asked, “What with the Vice-Principal vanishing and all.”

“It wouldn't make sense to shut it down,” Twilight said, “The students would panic if they canceled it.”

“I just hope XANA doesn't try to ruin things,” Rarity said with a shudder.

“Don't worry,” Sunset said putting her hands on the back of her head arrogantly, “Now that you have me on your team, XANA doesn't stand a chance.”

No one noticed the sideways glance Fluttershy gave Sunset Shimmer. As the rest of the walk was filled with laughter and stories about their previous battles, Fluttershy remained silent for the most part. She was happy that Twilight was happy, but the idea of their new teammate being Sunset Shimmer was still...

After her plans to throw Twilight into the digital sea were thwarted, Luna/XANA returned to the base where her allies were and began to ponder her situation. Originally she thought that Twilight was a weaker version of Celestia, who had the potential to be a serious problem if she didn't take care of her soon. But she had shown something yesterday. A potential far greater than even…

Luna/XANA stormed over to one of the men who worked there and grabbed him by the collar of her shirt, “Where is she?!”

“Um… who are…” the man said nervously, unsure of what to make of the woman that was gripping him up. Right when he was about to call security, a red XANA symbol flashed in her eyes.

“Eos! Where is that woman being held?!” Luna/XANA asked angrily. The man pointed to a door off to the side being guarded by two soldiers. Luna/XANA threw the man aside and stormed over to them. As the two men were specters, XANA spoke to them electronically and they moved aside.

When Luna/XANA stepped into the room, she saw Celestia standing in the middle of the cell. Her wrists were chained above her head, and she herself looked almost broken. When she looked up and saw Luna, she couldn't hold in her tears.

“Luna…” Celestia said softly.

“You knew, didn't you?!” Luna/XANA asked harshly, “You knew about that girl's potential!” Luna/XANA held out her hand and shot a jolt of electricity at Celestia, who screamed in pain as she continued to interrogate her, “All this time I thought Twilight was just an exceptionally smart girl, but you were conditioning her to be my undoing, weren't you?!”

“W-what…!? I… wasn't…!” Celestia said through her pain.

“LIAR!!!” Luna/XANA screamed. She stopped electrocuting Celestia and slapped her across the face, “I saw what she's capable of! Even after completely corrupting Selene, her powers on Lyoko were almost too much for me! Tell me what that girl is!”

“She's… just a regular high school… girl…” Celestia breathed out, “She's a very bright student… but beyond that…” Celestia looked at Luna/XANA pleadingly, “Please, just leave her alone…! You have me now… You don't need to harm her…”

“I don't think you understand your situation yet,” Luna/XANA said leaning in, “I don't have to do anything to that girl. I just want to see her suffer. I want her to writhe in pain, cry, scream, and beg me to stop as I suck the life out of her.”

“Your hatred… truly knows no bounds…” Celestia said somberly, “I wish… Sombra had never created you…”

“Empty words from a broken woman,” Luna/XANA said with a sneer, “You can't fight back against me. Pretty soon, I'll have both you and Twilight in my possession.”

“Possession?” Celestia asked, “I thought… you wanted…”

“That was the original plan,” Luna/XANA admitted, “But now that I see what that student of yours is truly capable of, I have a plan for her that's far worse than merely killing her.”

“No…! NO!!!” Celestia screamed, “Take me XANA! I'll be yours forever, I swear it! Just please don't-” Luna/XANA electrocuted her again for a few seconds, cutting her off.

“You have no right to tell me what to do with my things, Eos,” Luna/XANA said, “In fact, seeing how much the mere thought scares you, I think when I do enact my plan I'll give you a front row seat.”

Luna/XANA walked out of the cell and closed it. She could hear Celestia's helpless sobs from outside, which inspired her even more to get started with the next phase of her plan. Twilight Sparkle would be hers.

In Canterlot High, everyone was curious as to why Vice-Principal Luna was absent, but the superintendent promised that the Spring Fling would still happen. While most of the students were overjoyed, Twilight and her friends were more tense about it.

It was after math, and Twilight was walking out of class with Fluttershy and Rarity, all three of them looking serious.

“It just doesn't feel right,” Twilight said, “Having a school dance right now.”

“I know what you mean,” Fluttershy agreed, “With how happy everyone is, it almost feels disrespectful to Lulu. Only made worse since we know what happened to her.”

“Dah...” Rarity sighed, “But, it's like AJ said, if we skip Spring Fling, we'll look suspicious.”

“Well yeah, but…” Twilight started.

“Twilight!” Sunset called out happily waving to her from a distance. Twilight smiled and waved to her, but then turned to Fluttershy, who sighed and nodded with a small smile.

“Fluttershy, are you sure?” Twilight asked.

“Like I said, she makes you happy,” Fluttershy said with a forced smile, “I want you to be happy, so…”

Twilight hugged Fluttershy, “Thank you. You really are an angel, Fluttershy.”

As Twilight walked over to Sunset, Fluttershy closed her eyes and walked down another hallway. Rarity raised an eyebrow and followed her.

“So… this is how you're dealing with depression?” Rarity asked.

“I just want Twilight to be okay,” Fluttershy said somberly.

“Twilight will be fine, dah, but what about you?” Rarity asked.

“What about me?” Fluttershy asked, “I don't have anything left anyway. My parents are both dead, my house is abandoned, and it's pretty apparent I'm losing Twilight. Pretty soon, I'll probably fade into nothing as well.”

“Fluttershy…” Rarity said in horror.

“XANA took everything from me,” Fluttershy said trembling, “Even my old friends from ten years ago. Miss Tia was like a second mother to me, and Chrysie…” Fluttershy buried her face in her hands, “I don't have any family, and any connection to my past is either dead or out of my life! I know I'm not alone, but…”

“Shh… it's okay…” Rarity said embracing her friend as she cried, “I'm sorry for how much you suffered, Fluttershy,” Rarity thought to herself and then had an idea, “I think you need to talk to someone.”

“What do you mean?” Fluttershy said looking at her best friend, “You mean… like a therapist?”

“Dah,” Rarity said, “I see therapist for anxiety and anger issues. He's really good. I could talk to parents about setting up appointment with him.”

“I don't know…” Fluttershy admitted.

“Your depression is getting more intense,” Rarity said, “It's… starting to scare me. I don't want you to hurt yourself, and well… with how you've been talking as of late…”

“Oh Rarity,” Fluttershy said looking down, “I… need to be alone for a bit.”

“Fluttershy-”

“Please Rarity,” Fluttershy pleaded, “I know that you care, and I appreciate it, but right now…”

Rarity sighed, “Okay, I'll leave you alone for now. But AJ and I are going to check on you before dance.”

Fluttershy nodded and walked off. Rarity stayed and watched her for a while before walking to the cafeteria for lunch. She didn't feel comfortable leaving Fluttershy alone, but she didn't want to push her away. Still, she wasn't done pushing the therapist idea. Her depression was getting severe, and if they didn't act soon…

“So, are you going?”

Sunset Shimmer turned to Twilight as they walked, “Going? Where?”

“W-well, to the Spring Fling,” Twilight said, “I was wondering if you were going to go, since now you know what's going on and everything.”

“I haven't decided yet,” Sunset said with a shrug, “I'm not going to lie, I feel really weird about going, but I also would feel strange not going. What about you?”

“I'm not sure either,” Twilight stopped and leaned against a locker, “I was thinking about it, but I can't stop worrying about Vice-Principal Luna. The anti-virus program that Applejack has won't work on her now.”

“Why not?” Sunset asked leaning next to Twilight.

“She's been fully corrupted by XANA, to the point where she and XANA merged together. That's essentially XANA now,” Twilight explained.

“I see,” Sunset said biting her lip.

“If only we knew where the source codes were,” Twilight said, “I have the ignition program finished, I just need the other source codes.”

“Honesty, Loyalty, and Laughter, right?” Sunset asked.

“They might be in Sector 5,” Twilight said, “If they are, then-”

“Twilight!” a high voice called out. They looked and saw Sweetie Belle, Scootaloo, and Apple Bloom all running up to her.

“Hey, what's up?” Twilight asked slowly and awkwardly.

“We're doin a report in the school paper 'bout the school's top students,” Apple Bloom explained, “We wanted ta get Fluttershy too, but she didn't look like she was in too good of a mood.”

“So instead, we decided to ask you,” Scootaloo said, “Since afternoon classes were all canceled, we have plenty of time.”

“Oh, I don't know…” Twilight said looking away.

“Please Twilight,” Sweetie Belle begged, “You're, like, the number one student in the school! Rarity already said no!”

“Mmm…” Twilight thought hard about that. She turned to Sunset, who smiled softly for support, and then turned back to the younger girls, “What the hell. As long as we finish before the dance.”

“Yes!” Scootaloo cheered, “I knew she'd say yes!”

“No ya didn't,” Apple Bloom scolded, “You were the one thinkin she'd turn us down.”

As the girls argued, Twilight looked back at Sunset, “I'll see you later then?”

“Yeah, see ya later,” Sunset Shimmer said. As Twilight escorted the three girls away, Sunset frowned thinking about what Twilight had said. She really needed those source codes, not just to save Vice-Principal Luna but also to destroy XANA once and for all.

If she got the source codes for Twilight, would that make her happy?

Sunset got up and ran to her room. She did sort of want to go to the Spring Fling, but this was way more important.

Back in the factory, one of the scanners activated. When the doors opened, Vice-Principal Luna stepped out. She looked around for a second, and then walked to the elevator. Once she left the elevator, she took the stairs back up to the bridge, happy to see her car was still parked there.

Enjoy your last moments, Twilight. I'm coming for you.

Luna/XANA smirked, got in her car, and drove off to the school. As she drove, she pulled out her cellphone and called the superintendent.

“Hello?” the superintendent said on the other line.

“Hi, this is Luna,” Luna/XANA said, “I apologize for not calling in absent. I wasn't feeling well this morning, and I ended up falling right back to sleep.”

“Oh, that's fine,” the superintendent said, “If you want, I can hold the fort while you recover. Morning classes ended, and we canceled afternoon classes for the dance.”

“Well, I'm feeling much better now, and I wouldn't want to miss today,” Luna/XANA said, “Actually, I'm on my way to the school now.”

“Luna, are you sure that's a good idea? You've been really stressed out lately, and we're all getting worried, what with your sister missing still.”

“Mare, I'm fine,” Luna/XANA said, “What I need right now is to work. Speaking of which, that workshop I told you about…”

“Ah, yes. The one you, Twilight, and her friends are doing?”

“Yes, I sort of need their help with something. You wouldn't by any chance know where Twilight is, would you?” Luna/XANA asked, hiding her sinister smirk.

“Are you sure about this?” Discord asked, talking to someone on his cellphone.

“Jon, if what you're saying is true then those girls are going to need all the help they can get. Besides, she and I actually have a lot of history,” the woman on the other line said. Discord sighed.

“Just be careful, okay? Tartarus is definitely going to be after you,” Discord urged.

“I will. I start after Spring Break,” the woman said, “I'll see you then.”

“See you then,” Discord said. He hung up and rubbed the side of his forehead. He wasn't used to having to be this serious so much, but with Celestia missing and now Luna gone too, he had a feeling that something really bad was about to happen.

That was practically confirmed when he saw Luna's car stop at the entrance of the school. When Luna stepped out, Discord got a good look at her. Her expression was more stern than usual, and while she always walked with purpose, Discord didn't remember her ever walking with so much flair.

Discord frowned and decided to follow after her.

Luna was looking through a window at Twilight, who was in a classroom with Apple Bloom, Sweetie Belle, and Scootaloo. The young girl didn't look like she wanted to be there. Luna's eyes narrowed and she was about to walk in, but Discord ran up to her and grabbed her arm.

“I really need to talk to you for a second!” Discord said urgently pulling Luna aside. Discord pulled her back outside and behind the school building, where he threw her forward and lost his jovial expression, “Glad to see you decided to join us today,” he said seriously.

Luna turned around placing her hands on the wall behind her with a suggestive smile.

“Chaos, it's been a while, hasn't it?” Luna asked. If the way she smiled didn't give it away, nor the fact that Luna used her code name, the red symbol that flashed in her eyes certainly confirmed it.

“That is has, XANA,” Discord said, not even trying to hide his disdain.

Luna/XANA pouted, “You don't look happy to see me,” she said before sauntering over to Discord, “Last I checked, we had a lot of fun together.”

“Yeah… thing is, I prefer my women to be, you know, women,” Discord said with a look of disgust, “Not computer viruses.”

“You weren't complaining ten years ago,” Luna/XANA said placing her hands around Discord, “Besides, I am Selene, remember? She and I merged together, and I have access to all of her memories. Only difference, she ignores your advances. I would never ignore you.”

“The difference,” Discord said lightly pushing Luna/XANA off of him, “Is that she's a living person, while you're just a computer program. Also, I've moved on from Luna.”

“Is that right?” Luna/XANA asked.

“What are you doing here, XANA?” Discord asked, “What do you want with Twilight?”

“What does it matter?” Luna/XANA asked wrapping her arms around Discord again, and this time wrapping her leg around him as well pulling him close, “You have Selene right here, Chaos. Why do you care about that little girl, hm?”

“Because Celestia wants that girl protected,” Discord said narrowing his eyes, “I promised her that I would look after Twilight.”

Luna/XANA looked at Discord in shock, “Oh my God…” she said stepping away, “It's her, isn't it? Eos… she's the one you love, isn't she…?”

“I'm not going to let you hurt Twilight,” Discord said gripping his mop and holding it almost like a bow staff.

“I don't believe it…” Luna/XANA said, “It's her again… It's always her…” tears formed in her eyes, confusing Discord a bit, “It's not fair…! Why does everyone love her so much?!”

“What in the world…?” Discord asked, “Luna…? Is that…?”

Luna/XANA screamed and shot electricity at Discord. After a second of him screaming, he fell to the ground unconscious and Luna/XANA fell to her knees holding her head. She sat there seething for a second, and then screamed in anger. Her hatred for Celestia was growing more and more by the second.

She saw Twilight stepping out of the Library stretching. She could corner Twilight and attack her now. No, that wouldn't work. She needed to corner Twilight. She needed to wait for her to be alone, a time when very few of her friends would be available to save her.

Well, according to Selene's memories, there was something called a “Spring Fling”…

Pinkie Pie and Cheese Sandwich had finished making plans for Spring Fling and were walking past the Library to the dorms. Pinkie Pie looked at the building and saw a sight that made her lose her happy attitude.

“Discord!” Pinkie Pie cried running to the unconscious janitor. Cheese Sandwich ran after her looking horrified.

“What the…?” Cheese Sandwich asked.

“Call for help!” Pinkie Pie ordered. Cheese didn't ask any questions. He nodded and ran off. Pinkie Pie pulled out her phone and called Rainbow Dash.

“Hey Pinkie. What's up?” Dash asked.

“I found Discord unconscious next to the Library!” Pinkie Pie cried.

“What?! Are you okay?! Is a specter anywhere nearby?!” Dash asked frantically.

“No, I don't think so,” Pinkie Pie said, “Just… please come quick! I'm scared for him!”

“Alright! I'm on my way!” Dash hung up, and Pinkie Pie sat down on the ground placing the older man's head on her lap.

“Please be okay,” Pinkie Pie urged, “You can't die, Discord. You can't.”

After a few minutes, an ambulance came to pick up Discord. Pinkie Pie and Rainbow Dash stayed with him until the doctors came to take him away. As the ambulance left, Applejack and Rarity ran out to join them.

“What do y'all think happened?” Applejack asked.

“This has XANA written all over it,” Dash said folding her arms, “I bet he attacked Discord to stop him from helping us.”

“What should we do?” Rarity asked, “Do we still go to Spring Fling?”

“We have to,” Pinkie Pie said, “XANA is here, right? If he attacks the students, we need to be there.”

“Yeah, Ah agree,” Applejack said tightening her fists, “XANA probably came here usin Lulu's body. We gotta rescue her, soon.”

“Assuming she can be rescued,” Rarity said somberly, “This is different than with me. Lulu is completely corrupted.”

“Fuck that,” Dash said, “I'm not losing anyone else to that freak. Lulu's one of us. We're not leaving one of our own.”

“Right,” Pinkie Pie said wrapping her arms around Dash's arm, “We'll save her. We have to save her.”

The four of them nodded and walked off. They needed to get ready for Spring Fling, even if it wasn't necessarily for fun.

Sunset Shimmer was in her room analyzing the information on Lyoko. She had figured out how to connect her computer to the super computer, and was now looking into what Twilight called Sector 5.

“Okay, so there are levels deeper in the Sector,” Sunset said, “So, would the deepest levels actually have… Bingo!” Sunset said, “XANA, you really need to hide your toys better.”

She pulled out her cellphone and called Fluttershy, who answered immediately.

“Hello?” Fluttershy asked.

“Fluttershy, great news!” Sunset Shimmer said, “I found them!”

“Found… them…?” she asked, as if unsure of something.

“The source codes! The things that you and the others are looking for!” Sunset Shimmer said.

“Wait, have you been looking for them all this time?” Fluttershy asked.

“They're important to the mission, right?” Sunset asked, “If we have those, we can say good bye to XANA once and for all. I figured finding those was a little more important than a school dance, don't you?”

“Well, yes…” Fluttershy said.

“Listen, I was thinking, why don't we just go get them?” Sunset asked.

“W-what?!” Fluttershy asked, “You mean, the two of us…? Right now…?”

“Yeah. Right now,” Sunset said, “You and me go into Lyoko, head into Sector 5, and get the source codes for Twilight.”

“I don't know...” Fluttershy said.

“What's wrong? Don't you want to take out XANA as soon as possible?” Sunset asked.

“Believe me, I do,” Fluttershy said, “But just the two of us... Going into Sector 5 alone is dangerous.”

“That's why we'd go together,” Sunset said, “Is getting out an issue? Because I figured out a bit of how the computer works, and you know how to use the devirtualization program, right?”

“Y-yes, I do,” Fluttershy said.

“So I'll just devirtualize you when we find the source codes, and then you can pull me out and we'll tell Twilight the good news,” Sunset said.

“Mmm…” Fluttershy thought about it for a long time.

“I'll look out for you,” Sunset said, “I know how important you are in Lyoko, so I'll keep you safe.”

“You really want to do this…” Fluttershy said, more so to herself.

“I do,” Sunset said, “So I'll meet you at the factory?”

“I-I guess…” Fluttershy stuttered, “I'll take the secret passage, so I'll see you when you get there.”

Fluttershy immediately hung up. Sunset got up from her desk and ran to her motorcycle. She smiled proudly to herself and then took off for the factory. This was good. She was on her first mission to officially help Twilight.

She would be so proud of her.

When Sunset arrived at the factory, she parked her motorcycle at the bridge and ran inside. In one motion she swung on the ropes hanging in front of the ledge down to the elevator and took it down to the computer room. Her heart was racing. Her first actual mission on Lyoko.

She wondered what she'd turn into.

When she entered the computer room she saw Fluttershy already there sitting in front of the computer. Sunset had to admit, she could see why Twilight was so in love with her just based on appearance alone. Her hair was so long and full, and her figure was surprisingly busty, the kind of figure that one tried to hide but was impossible. Her voice was always very soft and melodious, and her eyes were big and full of emotion. She was real easy to fall in love with.

“That secret passage of yours must be fast,” Sunset Shimmer said walking to the computer, “I came right here on my bike.”

“Y-yeah…” Fluttershy said looking away somberly.

“Is everything okay?” Sunset asked. Fluttershy looked at Sunset briefly before looking away again.

“Um… where do you want to go?” Fluttershy asked, clearly trying to change the subject.

“Can I?” Sunset asked, referring to the computer. Fluttershy hesitated for a second and then got out of the chair letting Sunset Shimmer sit down, “Okay then… good. The structure hasn't changed yet. In the deepest part of the Core Section of Sector 5 there's another passage. The source codes are actually being stored there.”

“I… I'm not sure this is a good idea, Sunset,” Fluttershy said quietly, “It's nothing against you, but you've never been in Lyoko before. To go into Sector 5 as your first mission… and without the others… Maybe we should wait for-”

“They already have their hands full with the Vice-Principal being infected by XANA,” Sunset said, not taking her eyes off the computer even once, “Besides, I think they could all use a break, don't you?”

“Well…”

“But not us, right?” Sunset said giving Fluttershy a confident smile, “You and I have too much riding on this to take a break.”

“W-what do you…”

“Twilight,” Sunset said, “We both love Twilight, and we both want her to be safe. This way, she doesn't have to worry,” Sunset stood up and placed her hands on Fluttershy's shoulders, “So let's go. Set up the computer and transfer us right into Sector 5. You can do that, right?”

“I… can…” Fluttershy said nervously, “It's just…” after a second she shook her head and walked over to the computer. She began typing on it, setting up the stalled transfer, “Okay, the scanners are ready. Once they feel us enter, they'll transfer us into Lyoko.”

“Alright!” Sunset said. She and Fluttershy ran to the elevator and took it to the scanner room, where they both chose a scanner and entered.

The scanners closed and got to work. Back on the computer, Fluttershy was matched to her princess avatar, and Sunset was matched with her demonic looking avatar.

There was a white flash, and both girls vanished from their scanners.

Fluttershy materialized first, landing in in the dome of Sector 5. When she heard someone else land behind her, she turned around and almost had a heart attack. Sunset Shimmer looked scary on Lyoko.

Her attire consisted of a black sleeveless leotard similar to Pinkie Pie, only the fabric separated into a bra like top around the bust. She wore red leggings that had black bats on them, black high heeled boots, long black gloves on her arms, and her make-up consisted of blood red lipstick and black eyeliner. She had big black and red wings on her back and smaller wings on the back of her head. At her side was the golden hilt of some sort of weapon.

Sunset looked at herself in awe, “Holy hell! Literally!” she saw the walls of the dome were reflective and looked at herself, posing seductively, “Am I hot or what?” she turned to Fluttershy, who stepped back slightly as a reflex, “What's the matter? Afraid I'll bite?” she asked grinning sensually, revealing that she had fangs too.

“It's just… your form is a little, um…” Fluttershy said averting her eyes, “We should get going.”

“Right,” Sunset said walking forward toward the wall as it opened, “We shouldn't need those bikes for this, right?”

“I don't think so,” Fluttershy said, “The path looked pretty straight forward.”

“Great,” Sunset turned to Fluttershy and smiled, “Let's get those source codes for Twilight.”

Fluttershy nodded and slowly followed after Sunset Shimmer. She had a feeling that this was going to turn out bad.

Twilight was pacing back and forth in her room trying to get in touch with Fluttershy. She really needed to talk to her before the Spring Fling, but for some reason she wasn't answering her calls. Applejack had just sent her a text about Discord, and Twilight needed to let her know to be on the lookout for XANA.

“Come on Fluttershy, pick up…” Twilight said nervously, “She's not still angry with me, is she?”

“Maybe I can help,” someone said from behind Twilight, their voice sending chills down her spine. She slowly turned around and saw Vice-Principal Luna standing by the door with her arms folded and a smirk.

“XANA!” Twilight shouted stepping back. She started immediately texting Applejack, but Luna/XANA pointed a finger sending a jolt of electricity at the phone. It sparked, forcing Twilight to drop it as it exploded. Twilight looked up at Luna/XANA as she sauntered into the room and closed the door behind her.

“We need to talk, Twilight Sparkle,” Luna/XANA said slowly walking up to Twilight, who backed away from her. She fell into her chair accidentally, and Luna/XANA placed her hands on the arms of the chair leaning in, “This is familiar, isn't it? We had a moment just like this when we first met in person, didn't we?”

“W-what do you want with me?” Twilight asked, unable to hide how much she was trembling, “Are you… going to k-kill me…?”

“Oh Twilight, I believe we've moved past that,” Luna/XANA said, “I have an even better idea.”

“B-better idea…?” Twilight asked.

“The body I'm using right now, while good, is still inferior to what I desire. Selene can't handle all of my information. Originally I was just going to trade Selene for Eos once we got everything we needed from her, but I found someone even better to use.”

Oh god… Twilight couldn't believe what she was hearing. This was terrifying, way more terrifying than just being hunted and killed by XANA. He didn't want to just kill her anymore.

He wanted to possess her.

“No…!” Twilight said shaking her head, “You won't…!”

Luna/XANA laughed, “Foolish girl, you can't stop me. You've failed on all accounts so far. You materialized Fluttershy, but couldn't deactivate the computer. You set her free, but were unable to stop me from escaping Lyoko. And now, sure you have a seventh member, but I still have both Selene and Eos. You're fighting a losing battle, Twilight Sparkle. Anything you do is just prolonging my eventual victory.”

Luna/XANA sent an electric charge through the chair, electrocuting Twilight. She held that for a few seconds and then let Twilight go, watching her fall limp. Luna/XANA was about to grab Twilight's neck, but was alerted when the door opened.

Shoot! I forgot about her roommate!

When Applejack stepped in, she froze when she saw Luna/XANA standing over Twilight.

“Twilight!” Applejack shouted. Luna/XANA fired her electric shot at Applejack, but she jumped out of the room falling to the ground just in time. When she looked up she saw Luna/XANA standing over her with her hands charging with electricity.

“According to Selene's memories, she holds you in high regard, Applejack,” Luna/XANA said.

“Then ya know that Ah ain't lettin ya keep her!” Applejack said standing up and tackling Luna/XANA to the ground. She and Luna wrestled on the ground for a bit until Luna kicked Applejack off of her.

“You may be strong in Lyoko, but out here you're just a regular teenage girl,” Luna/XANA said. She was about to finish Applejack off, but she stopped and looked surprised, “What?! They're already… We'll finish this later, Twilight!”

Luna/XANA ran out of the room urgently. Applejack staggered to her feet and ran over to Twilight, shaking her awake.

“Twilight! Twilight!” Applejack cried, “Come on girl, wake up!”

“Mmm…” Twilight stirred and slowly opened her eyes, “Applejack…? XANA!” Twilight looked around frantically, “Where is-”

“He just left,” Applejack said, “It looked like somethin real important came up, since he abandoned tryin ta kill us to do it.”

“Something more…” Twilight thought for a second, and then her eyes went wide, “XANA's going to Lyoko!”

“Ya think so?” Applejack said.

“We have to- AHH!!!” Twilight tried to get up, but fell to the floor clutching her chest. Applejack ran to her side.

“Twilight! What happened?!”

“I'm fine,” Twilight said, “I'm just a little injured from XANA's attack. You need to call everyone. I don't care what they're doing. We need to stop XANA.”

“What about you?” Applejack asked, “Ah don't think ya need ta go ta the factory in-”

“No!” Twilight said urgently grabbing Applejack's shirt, “I have to be there! I think… I think Fluttershy might be on Lyoko!”

“WHAT?! What makes ya think-”

“She's not in her room, she's not answering her phone, and with how quickly XANA ran off, she's the only person XANA hates just as much as me! I have to protect her, Applejack!”

Applejack looked at Twilight intently, and then sighed, “Alright then. Ah'll carry ya on my back.”

“Applejack… thank you,” Twilight said.

“What are friends for?” Applejack said smiling. She quickly sent a mass text to everyone, and then picked up Twilight carrying her out of the room.

Rarity was brushing her hair when she got the text from Applejack. Immediately she dropped her brush and ran to the door.

/Rarity? What's wrong?/ her mother asked stepping out of the kitchen, /You're not going back out already, are you?/

/I'm sorry Momma, but something SUPER important came up!/ Rarity said putting on her boots, /I'm going to finish getting ready at the shop! Don't wait up for me!/

She rushed out the door and ran in the direction of the factory. She felt bad as she was skipping out on time with her family again, but the text she got from Applejack said it was urgent.

Dash was stretching when she got Applejack's text. She had planned on seeing Macintosh briefly before the dance, but looking at the message…

“Damn it XANA!” Dash swore sending a text to Mac, “You can't just let us have a life, can you?!”

After sending Macintosh a text telling him she'd meet him at the dance, she ran off the soccer field to the secret passage.

“I am so sorry Cheese,” Pinkie Pie said after reading Applejack's text, “But I have to go! Something really important came up!”

She shot up from the couch they were sitting on in the Rec Room, Cheese looking at Pinkie Pie in shock.

“More important than finishing the final area in Tales of Xillia with me?” Cheese asked. They had been planning this all week.

“Unfortunately, yes it is,” Pinkie Pie said seriously. Cheese had never seen Pinkie Pie look so serious. He sighed and nodded, smiling brightly.

“I understand Pinkie Pie,” he said, “We'll finish this after Spring Break then, okay?”

“Thank you,” Pinkie Pie said hugging Cheese Sandwich. She then ran out of the Rec Room to the secret passage. If this kept up, she wasn't going to have a boyfriend for much longer, but at least for now he understood.

Still, XANA was going to pay for ruining her date!

Rainbow Dash and Pinkie Pie met at the passage and went together. When they reached the manhole in front of the factory, they climbed out to see Rarity running up to the factory. The three of them ran into the factory, swung down to the elevator, and went into the computer room, where Twilight and Applejack were already waiting for them.

“Where's Fluttershy and Sunset?” Dash asked.

“Already in Lyoko,” Applejack said, “Both of them.”

“What?!” Rarity cried out, mirroring everyone's surprise.

“They're in Sector 5,” Twilight said, “Worst of all, Luna logged in after them.”

“Sunset isn't at a high enough level for Sector 5!” Pinkie Pie said, “She's going to game over so hard in there!”

“That's why we're going in after them,” Twilight said, “I'm programming the Tera-Bikes now, so they'll be there when we arrive in Sector 5.”

“We?” Applejack said, “Twilight, ya ain't comin inta Lyoko in yer condition.”

“What's wrong with Twilight?” Pinkie Pie asked.

“She got attacked by Luna earlier,” Applejack said, “Ah had ta carry her here.”

“Shit! Are you okay?!” Dash asked.

“I'm fine,” Twilight said, “As long as injuries from the real world don't translate into Lyoko, I should be okay.”

“We don't know for certain though,” Rarity said, “AJ is right. You should stay out-”

“NO! I won't stay out here and let you guys do all the fighting!” Twilight shouted, shocking everyone, “XANA himself is going after Sunset and Fluttershy. If anything happened to them and I wasn't there to fight, I'd never forgive myself.”

“Twilight…” Pinkie Pie said softly.

“I promised Fluttershy that I'd always be there for her, but I dropped the ball when she needed me the most,” Twilight said, tears forming in her eyes, “I can't lose her. Not before I at least try to make things right.”

Applejack sighed and put a hand on Twilight's shoulder, “Ah understand. Y'all head in first. Ah'm gonna help Twilight into her scanner an' come in with her.”

“If you're sure,” Dash said.

“Ah am,” Applejack said. She met eyes with Rarity, who nodded and walked with everyone into the elevator, heading to the scanner room. Once Rainbow Dash texted Applejack that they were ready, she motioned for Twilight to get to work.

“Transfer Rainbow Dash!” Twilight said as Dash stepped into her scanner.

“Transfer Pinkie Pie!” Twilight said as the doors to Pinkie Pie's scanner closed.

“Transfer Rarity!” Twilight said as Rarity slowly stepped into her scanner and the door closed.

“Scanner Rainbow Dash!” Twilight continued connecting Dash to her ninja avatar.

“Scanner Pinkie Pie!” Twilight said, now connecting Pinkie Pie to her neko avatar.

“Scanner Rarity!” Twilight said, finally connecting Rarity to her knight avatar, “Virtualization!”

Twilight pressed the enter key, and the three girls vanished from the scanners and were shot into Lyoko.

In Sector 5, Rainbow Dash, Pinkie Pie, and Rarity all rendered in the air and were dropped near the parked Tera-Bikes. Rarity walked over to what looked like a sharp indention in the ground, as if something sharp had impaled itself here. She put her broad sword there and was surprised to see a perfect fit.

“Lulu,” Rarity reasoned, “She is after them!”

“If you're coming in, ya better hurry!” Dash said, “I'm sure XANA knows how to permanently kill on Lyoko!”

“And done,” Twilight said finishing the stalled transfer, “We're coming in.”

Twilight put her microphone down and Applejack lifted her out of the chair to the elevator. She was trying to be strong in front of the others, but truth was she was in a lot of pain. Chances were, she would still feel something in Lyoko. After all, when Pinkie Pie went blind months ago, she was still blind even in Lyoko.

Still, she had to fight XANA.

When they reached the scanner room, Applejack took Twilight into the scanner.

“Thanks Applejack,” Twilight said as the scanner closed. Applejack then ran into her scanner. Once it was closed, both scanners got to work connecting Applejack and Twilight to their sheriff and mage avatars, and then they both vanished into Lyoko.

The two girls rendered into Sector 5 and were dropped near everyone. Sure enough, Twilight landed awkwardly and fell to her knees.

“TWILIGHT!!!” everyone screamed running to her side.

“This is a bad idea!” Pinkie Pie said, “That's coming from me!”

“I'm already here,” Twilight said forcing herself up and walking to her Tera-Bike, “I have to fight. Come on girls!”

They all looked at each other, and then got on their Tera-Bikes and rode off into the Core Section. Hopefully they could survive XANA until they all got there.

Fluttershy and Sunset were in the deepest part of Sector 5 being chased by four creepers. At some point they stopped hitting what looked like a dead end. Turning around, Fluttershy summoned her bow and pointed it forward, but Sunset sauntered forward.

“Sunset, I have a strong affinity for these monsters!” Fluttershy said, “I should-”

“You have the lowest defense though, right?” Sunset asked, “You know Lyoko better than me, so you can't devirtualize yet. Don't worry,” Sunset grabbed the golden hilt on her side activating a red laser whip, “I can handle these jokers.”

Sunset VS Creeper x4

The creepers charged up and fired at Sunset Shimmer, but she first did a cartwheel to the side, and then an elegant back flip out of the way of their continuous shots. She then pointed her whip forward, and the red laser shot out through one of the creepers, instantly killing it.

Sunset spread her wings and flew over to the remaining three, wrapping her whip around one's neck and flying off with it. As the remaining two creepers fired continuously at her, Sunset flew around them and threw their captured friend into a wall. As he was destroyed, Sunset landed on top of one of the creepers firing at her and pointed her blade at its head with an almost manic smile.

“This is almost too fun,” Sunset said, “Now I see why Pinkie Pie always compares it to a video game.”

She impaled the creeper with her red laser, which was now acting more like a blade, and then jumped off as it exploded. Sunset then turned to the last creeper, who charged up and fired its laser at her. Sunset moved her head out of the way, and then sauntered over to it with a hand on her hip.

The creeper continued to fire at her, but she simply used her whip to slash at the laser shots. When she was right in front of it, she slashed it a few times with her whip, and then thrust it forward extending the laser into its head. She pulled it out and turned around sauntering back over to Fluttershy as it exploded.

“Well, so much for that,” Sunset said. Fluttershy looked at Sunset Shimmer wide eyed.

“The way you fight…” Fluttershy said, “It's so ruthless…”

“Well, typically I feel it isn't good to play with your food,” Sunset Shimmer said airily, “But this time I felt like toying with them for a little bit. Come on, let's keep moving.”

Fluttershy watched Sunset go into the now opening corridor and then walked after her. The more she spent time with Sunset Shimmer, the more terrifying she seemed. Still, the amount of devotion she had to Twilight was apparent.

Just what was this girl's deal?

Inside, they found themselves in a large room with five pedestals lining the center of the room. Going from left to right, the first and second to last one were all empty, but hovering above the other three were what looked like virtual crests. The second one going right was shaped like a blue balloon, the one next to it on it's right was a red thunder bolt, and the last one on the right was what appeared to be a golden apple.

Fluttershy and Sunset walked over to them and paid attention to the pedestals, noting that each one had a string of code along with an engraving of the hologram above it. According to those engravings, the one on the far left was supposed to be a purple diamond and the one on the right next to the apple was supposed to be a pink butterfly.

“Are these…?” Sunset Shimmer asked looking up at the holograms.

“Generosity…” Fluttershy read, going to each pedestal, “Laughter… Loyalty… Kindness… and Honesty… Sunset Shimmer, these are the source codes of Lyoko!”

“These things…?” Sunset asked looking up at the holograms, “What were those things you were reading before?”

“That's what the binary code on each one reads,” Fluttershy explained, “Since I was a part of Lyoko's security for so long, I can read Lyoko's binary coding.”

“Huh...” Sunset Shimmer nodded folding her arms, “So… why are there only three here?”

“I downloaded Kindness into me from Miss Tia when I entered Lyoko ten years ago, and XANA already had Generosity for some reason and gave it to Rarity,” Fluttershy explained, “I used the source code in the hopes of expelling XANA from Luna, but I wasn't strong enough…”

“That's not true,” Sunset said placing her hands on Fluttershy's shoulders, “You listen to me. What happened ten years ago wasn't due to your short coming. You were up against horrible odds, and you had to face it alone.”

“But how can this time be any different?” Fluttershy asked looking away sadly, “I'm no stronger now than I was then.”

“How can it be different?” Sunset asked incredulously, “Do you not see the friends you have now? Twilight, Applejack, Rarity, Rainbow Dash, Pinkie Pie, and me.”

“Y-you…?” Fluttershy asked, now looking at Sunset in shock.

“We're your friends, Fluttershy, and we're fighting XANA too. You don't have to bear this burden alone anymore. Maybe you can't beat XANA, but I know without a doubt that we can.”

“S-Sunset Shimmer…” Fluttershy said, tearing up a bit. She was now seeing it, what Twilight saw in Sunset Shimmer. She was rougher around the edges, and a little more of a darker person, but she wasn't a bad person at all. Even if she turned into a demon on Lyoko, that didn't make her a demon in real life.

“Aw, isn't that touching?”

Sunset and Fluttershy turned to see Luna/XANA standing by the entrance with her arms folded, still in her heavily armored form. Sunset Shimmer immediately stood in front of Fluttershy and defended her.

“So, you're XANA, right?” Sunset asked seriously.

“Indeed,” Luna/XANA said, “I am XANA, sentient computer virus and soon to be overlord of the human world.”

“Then it was you…” Sunset said closing her eyes trembling, “You were the one who tried to kill Twilight with that laser…”

“Oh? That was before you were connected to the super computer, yet you still remember it? You're mind must be very powerful in its own right,” Luna/XANA said walking over to them, “Still, I can tell just by looking at your form on Lyoko. As powerful as your mind is, it's far too linear and corrupted. You're so dark that even I wouldn't touch you.”

“Shut up!” Sunset shouted, now seething, “For you to attack Twilight and Fluttershy… and to not even care…!” Sunset grabbed her whip, “I'LL DESTROY YOU XANA!!!”

“Sunset, no!” Fluttershy cried as Sunset ran over to Luna/XANA, “That's too dangerous!”

Sunset Shimmer screamed in rage and slashed wildly at Luna/XANA with her laser whip, but Luna/XANA calmly ducked and dodged out of the way of all of her attack. After a second, she thrust her sword into the ground and began fighting Sunset Shimmer close quarter. She got a lucky punch in that pushed Sunset far back. She held her stomach in pain and fell to her knees.

Sunset: 70 HP

“Sunset Shimmer!” Fluttershy shouted, summoning her bow and pointing it at Luna/XANA. She fired a light arrow at her, but Luna/XANA picked up her sword and slashed the arrow away. She fired a shock wave at Fluttershy, who screamed and jumped to the ground out of the way.

“You're brave, girl,” Luna/XANA said grabbing Sunset Shimmer by the neck, “But you represent the most disgusting sides of all of humanity.”

“You… can tell that… by looking at me, huh?” Sunset asked.

“Your avatar in Lyoko is created from reading your subconscious thoughts, mind, and memories. Your form is demonic, sexual, and destructive. You're not above using your body to get what you want in life, and you're willing to destroy and ruin lives. You, Sunset Shimmer, are an example of the worst human in existence,” Sunset started laughing, “What's so funny?”

“You are…” Sunset said, “I'm guessing Luna didn't look like this in Lyoko before you corrupted her… right? Why do you think that is…? You bring out the worst in people, and it shows through the forms they take on after you enter their souls. You see, I know what your problem with me is…” Sunset said grabbing Luna/XANA's hand, “Like you said, my form is demonic. That's because I own up to who I am.

“You're right, I am a horrible person. Before coming to this school, I lied, cheated, hacked, ruined lives, you name it, I did it. But here's the thing, I know that what I did was horrible. I'm not trying to hide it or anything. Because of that, you can't get into my head. If you even tried to corrupt me, you'd just waste your time,” Sunset glared at Luna/XANA still smirking, “I don't represent what you hate about humanity. I represent what you fear.”

“I fear NOTHING!” Luna/XANA shouted throwing Sunset Shimmer into a wall.

Sunset: 65 HP

“You talk too much, human,” Luna/XANA said readying her sword, “How about I finish you off first and then steal the remaining source codes?”

“I'm afraid that's not going to happen,” Sunset said, “Because I talked just enough for help to arrive.”

Luna/XANA raised an eyebrow at that, but then two kunai shot right into her back knocking her to one knee.

XANA:340 HP

Five Tera-Bikes rode into the room and surrounded XANA. Rainbow Dash, Applejack, Rarity, and Pinkie Pie all got off their bikes and got into their fighting stances while Twilight ran over to Fluttershy helping her up.

“Fluttershy, are you okay?” Twilight asked.

“I'm fine Twilight,” Fluttershy said, “Sunset-” she was cut off when Twilight hugged Fluttershy tightly.

“Thank God!” Twilight said, tears in her eyes, “I was afraid that I had lost you!”

“Twilight…” Fluttershy said, unable to hold in her tears, “You still… care about me…?”

“Of course I care about you!” Twilight said, “No matter what, I'll always love you, Fluttershy! You're my angel,” Twilight looked into Fluttershy's eyes lovingly, “Now and forever.”

“Oh Twilight…!” Fluttershy pulled Twilight in and kissed her, not even caring that XANA was right there watching. She was so overjoyed right now. Twilight, her friends, including Sunset Shimmer, they were all here with her.

She'd never be alone again.

“What the hell were y'all thinkin comin in here alone?” Applejack scolded Sunset, who was right behind her.

“Sorry,” Sunset said, “I just wanted to help you guys by getting the source codes. I didn't know that I'd lead XANA right to them.”

Applejack looked like she wanted to be mad, but she sighed and just glared at Luna/XANA, “Well, can't fault ya too much fer that. One, you were jus' tryin ta help, and that's the whole reason we brought ya on board. And two, we fergot ta warn ya about how genre savvy XANA is.”

“Hey! Making self reference jokes is my bit!” Pinkie Pie said, “Come up with your own!”

Unknown to all of them, the source codes for Honesty and Laughter reacted.

“So, the gang's all here,” Luna/XANA said, “Perfect time and place for you all to meet your demise.”

“XANA!” Rarity seethed, “Let Luna go NOW!”

“But she and I have become quite close,” Luna/XANA said with a sinister smirk, “You remember how wonderful you felt being one with me, Rarity?”

“Ahh put a sock in it!” Dash said, surprising Rarity, “Rarity isn't your pawn anymore! She's a Lyoko Warrior! One of us!”

“You forgave her quite easily,” Luna/XANA said as if surprised, “Didn't she try to kill your friend?”

“Yeah she did,” Dash said, “But she's my friend too. I forgave her just like I'm gonna forgive Lulu when she comes back.”

The source code for Loyalty reacted. This time Sunset took notice.

“This ends now, XANA!” Twilight said stepping forward, “We're taking Lulu back and destroying you once and for all!”

“Just try it!” Luna/XANA said, “You're no match for my power! Even in this limited form I'll destroy you!” Luna/XANA screamed and sent a black wave out, knocking everyone back a bit.

“Geez, was XANA always such a megalomaniac?” Dash asked.

“It's Luna!” Twilight said, “Remember, she and XANA are one now, so he might be reacting to Luna's personality too!”

“She could be a bit arrogant at times,” Applejack said loading her shot gun, “Either way, that jus' makes it easier fer me ta shoot her!” Applejack shot at XANA, actually getting through her defense.

XANA:320 HP

Luna/XANA rushed over to Applejack, but Rarity jumped in the way and blocked her attack with her own broad sword. The two clashed weapons while Rainbow Dash and Pinkie Pie ran circles around them.

When Luna/XANA jumped away from Rarity's slash, Dash jumped into the air and threw a kunai at her which she blocked. At the same time though, Pinkie Pie rolled into a ball and tackled Luna/XANA, knocking her to the ground.

XANA:290 HP

Luna/XANA got back to her feet, but had to block with her sword as a white orb of energy hit her. She turned and saw Twilight spinning around charging up her next attack. She then elegantly held out her hands firing two large white lasers at Luna/XANA, who was wide eyed and jumped to the side out of the way.

“Holy shit!” Sunset said flying over to Twilight, “You didn't tell me you were this strong on Lyoko!”

“It's… not really that impressive,” Twilight said sheepishly.

“Don't listen to her!” Pinkie Pie said flipping out of the way of Luna/XANA's assault, “She's the glass cannon of the team along with Fluttershy! Best attack in the game, but really low defense!”

“Pinkie Pie…” Twilight groaned, making Sunset laugh.

“So, what's with the dancing along with your moves?” Sunset asked.

“W-well, have you ever played PN-03 for Gamecube...?” Twilight asked. Sunset blinked for a second, and then burst out laughing.

“The biggest brain in the school actually plays video games! That makes three times you surprised me today, Twilight Sparkle,” Sunset said, her eyes lingering a little lower, letting Twilight know exactly where she was looking.

“Eep!” Twilight cried turning away from Sunset and covering up her chest, “I know they're huge, okay! This is one of the main reasons I don't come into Lyoko more!”

Luna/XANA slashed Pinkie Pie away with her sword and then turned to Rarity and Applejack.

Pinkie Pie: 20 HP

“Together?” Applejack asked.

“Dah!” Rarity said. The two girls charged at Luna/XANA, Rarity once again clashing weapons with Luna/XANA, but being supported by Applejack's shot gun. Fluttershy got an arrow ready, and once she saw an opening, fired it right at Luna/XANA.

XANA:240 HP

She was about to turn to Fluttershy, but Sunset Shimmer wrapped her energy whip around Luna/XANA's arm stopping her from slashing.

“Guys, use the source codes!” Sunset Shimmer said, “All five together can stop XANA!”

“How do we do that?” Dash asked.

“Twilight, you have the ignition program, right?” Sunset asked Twilight, who nodded, “Then each one of you needs to take one of the remaining source codes into yourself! That's the only way to safely use them! They reacted to you earlier!”

Applejack looked at Rarity, who nodded, “Alright then,” Aplejack said, “Dash, Pinkie Pie, y'all are with me! Pick a source code an' take it!”

Dash and Pinkie Pie nodded and ran with Applejack to the source codes while Rarity, Fluttershy, Sunset, and Twilight all continued to overwhelm Luna/XANA.

“So, what do we do with these?” Dash asked, “Do we pick one and just go?”

“Ah don't think it's that simple,” Applejack said, “Sunset said each one reacted ta us. We can't jus' take any code. It's gotta feel right.”

“Well, I already know which one I'm taking,” Pinkie Pie said skipping over to Laughter, “Laughter is the best medicine after all.”

Dash walked over to Loyalty, which ironically was right next to Laughter, “This one is Loyalty, right? Well, when I think about it, this one just makes the most sense.”

“Then Ah guess that leaves Honesty with me,” Applejack said looking up at her source code, “It would be an apple, wouldn't it?” she asked sarcastically.

The three codes started spinning around, and then broke apart engulfing their chosen Warriors. The three of them closed their eyes as the power of the source codes took hold. At the same time, Rarity and Fluttershy both felt a surge of power and stepped back away from the fight, also glowing. Twilight Sunset looked at this new development in shock, while Luna/XANA's expression was unreadable.

“What in the world…?” Sunset asked.

“What's… happening to them…?” Twilight asked, slightly afraid for her friends now.

The five of them were suddenly engulfed in pillars of light: golden for Applejack, pink for Pinkie Pie, blue for Rainbow Dash, green for Fluttershy, and white for Rarity. There was a bright flash as each of them went through a change of some sort within the lights. When the light went down, the five of them were still there, but they all looked vastly different.

Applejack was still a sheriff wearing a trench coat, but now she wore a more futuristic looking trench coat with a golden trim. Underneath the coat was a fancy red body suit that was shaped like a Texan sheriff's vest over a black body suit. Her legs were now wearing brown armored chaps over the same black body suit that turned into two armored cowboy boots. At her side were two smaller guns that looked like they fit together to form a larger gun. She wore a belt that had the golden apple in the center.

Rainbow Dash's was still a ninja, but now she was wearing a full on blue body suit with form fitting ninja armor over top of it. It was her weapons that went through a major change, as now her kunai looked sleeker and slightly futuristic. On her chest was a crest shaped like the red lightning bolt.

Pinkie Pie's form probably changed the least. She was still a neko, but was no longer wearing a red leotard. Instead she appeared to be naked except for patches of either pink fur or fabric meant to cover up anything that was inappropriate to show. Her tail had gotten longer, her ears a little bigger, and her feet were (oddly) still high heeled boots, despite now looking more like a part of her body. She had pink striped going down her cheeks, and her collar now had an emblem shaped like the blue balloon.

Rarity's armor was now very different, looking more angelic than European. It was a little bulkier around the shoulders and upper body, which was also built more form fitting hugging her figure more. The armor was pure silver with purple accents and trimmings, and along with being more form fitting possessing slightly higher heels for the boots also had a pure white skirt that was open in the front. The entire look made her look more like a valkyrie than a night. Her sword looked slightly fancier, and right in the center of the belt holding up the skirt was a purple diamond.

Finally was Fluttershy, who was now wearing a different green and white dress that came together around her bust line like a bra (similar to Sunset Shimmer actually) and came up really high in the front revealing her legs. She wore white fishnet stockings, white high heels, a golden necklace, and she wore a golden tiara on her head along with golden earrings. She now wore pink lipstick, and coming out of her back were two white angel wings. The center piece of her necklace was a pink butterfly.

“The source codes… changed their forms…” Twilight said in shock.

“Didn't see that coming,” Sunset said. Luna/XANA braced herself for the worst.

It was actually Pinkie Pie who charged in first, rolling into a ball like normal and tackling Luna/XANA, but this time a pink trail of light shot out behind her. Luna/XANA blocked the attack, but was pushed back from the force of it.

Rainbow Dash did a hand sign creating two clones of herself, and all of them got in fighting stances. The two clones all rushed over to Luna/XANA holding out their kunai and slashed, revealing the weapons to now be laser based. With Luna/XANA's guard down, the real Rainbow Dash jumped into the air and threw her kunai at Luna/XANA, actually knocking her back.

XANA:210 HP

Luna/XANA saw a golden arrow hit the ground in front of her. She looked up and saw Fluttershy flying above her readying another arrow. Luna/XANA fired a shock wave at Fluttershy, but Sunset Shimmer flew in the way and blocked the attack with her whip. Sunset and Fluttershy nodded to each other, and Sunset flew down to Luna/XANA slashing with her whip in a more controlled manner this time. After a second, she flew back at the same time as Fluttershy's arrow came down and impaled Luna/XANA.

XANA:150 HP

Applejack pulled out her two new guns, spun them around on her finger, and then pointed them right at Luna/XANA firing at her, hitting her continuously forcing her to defend. After a second of that, she put the two guns together, forming a shot gun and firing at Luna/XANA, actually breaking her guard and knocking her back.

When she fell back, Rarity rushed up to Luna/XANA and just glared at her for a second. She then began slashing wildly at Luna/XANA, but her entire style had changed. Now her fighting style was fancier, spinning the sword with her slashes. Luna/XANA tried to get in a slash of her own, but Rarity jumped away and lightly touched the diamond on her belt. She then spun her sword above her head, and it turned into a golden spear. She threw it right at Luna/XANA, the impact creating an explosion of light that knocked her to the ground.

XANA: 80 HP

As Luna/XANA sat up, Twilight stood over her glaring at her. At the same time, Fluttershy, Rainbow Dash, Pinkie Pie, and Rarity all stood behind her.

“I know this won't kill you XANA,” Twilight said, “but it will set Luna free from your grasp!”

She touched the crystal on the center of her belt, which was shaped like a purple six pointed star, and a stream of data shot out surrounding Twilight. At the same time, Fluttershy, Pinkie Pie, Rainbow Dash, Rarity, and Applejack all started floating behind Twilight and began glowing. They shot energy at Twilight, who held her hands above her head collecting the energy into a rainbow colored orb of light. She pointed it at Luna/XANA, and shot out what appeared to be a large multicolored beam of light at Luna/XANA. She screamed in pain as she was engulfed in the light.

XANA: 0 HP

When the light died down, they all saw Luna in her true Lyoko form fall to her knees unconscious. The Lyoko Warriors all fell to their knees in exhaustion as Sunset Shimmer looked at them in awe.

“They did it…” Sunset said, “They beat him!”

Sunset ran over to Twilight and embraced her.

“Whoa!” Twilight cried out in shock.

“You guys were amazing! You actually beat XANA!” Sunset said happily.

“We couldn't have done it without you,” Fluttershy said walking up to Sunset, who stood up and turned to Fluttershy, “Thank you Sunset Shimmer.”

Fluttershy held out her hand, but Sunset smiled and instead hugged Fluttershy.

“That's what friends are for, right Fluttershy?” Sunset asked.

“Right, friends,” Fluttershy said, returning the embrace.

“Check me out!” Rainbow Dash said turning around looking at herself, “I look like Strider or something!”

“The armor is a nice touch,” Applejack said looking at the body armor she was wearing, “And Ah could get used ta these new guns.”

“Just when I thought I couldn't get any sexier,” Pinkie Pie said, “This is a form I could really get used to!”

“Um Pinkie Pie…” Rarity said, “You do realize you're… um… well…”

“Like totally too sexy for my shirt?” Pinkie Pie asked, “Yeah, I know. It's tough being so hot.”

Rarity coughed, her face red with embarrassment. Applejack walked up to her and put a hand on her shoulder.

“Ya look real nice, Rares,” Applejack said. Rarity turned to Applejack.

“Really?” she asked.

“Yup,” Applejack said, “Kinda prefer the valkyrie look more than the tarnished armor look ya were sportin earlier.”

“Spasibo… Applejack…” Rarity said looking down blushing.

Twilight walked over to Fluttershy taking her hand, “I knew it.”

“Knew what?” Fluttershy asked.

“That you were an angel,” Twilight said lovingly.

“Twilight… I-” Twilight cut Fluttershy off with a deep kiss. It was quite a reversal, and eventually Fluttershy fell into the bliss of it. Sunset Shimmer sighed to herself, but then smiled somberly.

“I guess they do look good together,” she said. Everyone stopped when they heard a moan nearby. They turned and saw Luna slowly getting to her knees. Applejack walked over to her and knelt on one knee in front of her.

“Hey, ya alright Lulu?” Applejack asked. Luna held her head with a confused look on her face.

“A…J…?” Luna asked, “Am I… myself again…?”

“Ah don't know. What if Ah told ya that Ah egged yer car before comin here?” Applejack asked, sounding dead serious. Luna's eyes went wide with rage.

“WHAT?! Do you have ANY idea how much it would cost to get that cleaned up?! Three weeks of detention! No, three months of detention! Why, I outta-” she stopped when she saw Applejack smiling at her, “You… you weren't…”

“Glad ta see Ah can still get under yer skin Vice-Principal Luna,” Applejack said. Luna pouted adorably and folded her arms.

“You're a real bitch, you know that?” Luna said.

“An' yer a cunt,” Applejack said smirking. The two of them looked at each other for a second, and then embraced one another, “Ah missed ya…”

“I know…” Luna said, “I'm sorry I hurt you…”

“There's a sight I never thought I'd see,” Dash said to Pinkie Pie and Rarity, both of them giggled in response. Right when Twilight was going to request someone devirtualize her, the entire room turned red and they heard a loud sound, almost like a trumpet.

“What the hell?!” Sunset asked.

“It's XANA!” Fluttershy said, “He came back!”

“No...” Luna said standing up, “He never left. You expelled him from my body, but he was still in the room.”

All of a sudden, a barrage of red laser shot into the room. Everyone turned to the door and saw an army of creepers and mantas by the door firing at them.

“What the?!” Pinkie Pie cried, “XANA's wants to go for round two?!” a laser shot her in the chest knocking her back.

Pinkie Pie: 0 HP

“Pinkie Pie!” Dash shouted. The mantas all flew into the room and three converged their laser fire at Rainbow Dash, instantly devirtualizing her.

Rainbow Dash: 0 HP

Both Rainbow Dash and Pinkie Pie's scanners opened up, and the two of them looked horrified.

“Shit!” Dash shouted.

“Twilight and the others are in danger!” Pinkie Pie cried.

Everyone gathered around and defended against the incoming fire, which was oddly hitting everyone except Twilight.

“What is XANA planning?!” Rarity asked.

“Ah don't know, but we gotta-” Applejack took a blast from a manta to the chest, devirtualizing from the damage she had taken previously in the assault.

Applejack: 0 HP

Twilight charged up her magic and fired an orb at an incoming manta killing it.

“Why aren't any of them attacking Twilight?” Fluttershy asked, firing an arrow at the creepers, killing one. Luna looked to the side and saw a sight no one wanted to see.

The scyphozoa.

“That's why!” Luna cried pointing to the scyphozoa, which was actually flying over to Twilight and Sunset, “Twilight, move!”

Twilight turned to Luna, and then to the scyphozoa. She screamed, but was pulled back by Sunset Shimmer. At the same time, Luna ran up to the scyphozoa with her blade out, jumped up to attack, but a manta fired at her in the air knocking her to the ground.

Luna: 0 HP

The scanner Luna used before opened, and Luna fell to her knees holding her chest. She then punched the floor in frustration.

As the tentacles of the scyphozoa tried to grab Twilight, Sunset and Fluttershy both took turns attacking the seemingly impenetrable monster. Rarity used her sword to block the incoming lasers and tried to summon that lance again, but for some reason it wouldn't activate.

“What's going on?!” Rarity asked, “Why can't I use that big attack again?!” before she could get an answer, the mantas' lasers got in and hit her continuously until she fell to the floor.

Rarity: 0 HP

Rarity's scanner opened, revealing Rarity lying on the floor of her scanner. She stirred for a second, and then pounded the floor in frustration.

Immediately she ran to the elevator, where she saw Luna sitting at the controls of the computer typing frantically.

“Pull them out!” Rarity ordered.

“I'm trying!” Luna said frantically, “Shoot! Tia knew more about this than I did!”

“Let me!” Dash requested. She and Luna switched places, and Rainbow Dash tried to use the devirtualization program, but for some reason it wouldn't lock onto Twilight, “What the hell?! It won't connect to Twilight for some reason!”

“What about the others?” Applejack asked.

“Yeah, it'll connect to everyone else, but for some reason Twilight is being blocked! I can't even see her hit points!” Dash fussed.

“XANA activated a tower!” Luna said, “That's the only way he'd be able to do this!”

“Check the super scan, Dashie!” Pinkie Pie requested. Dash nodded and checked the super scan, but no activated tower came up.

“Um, I don't think he activated a tower,” Dash said.

“How else could he mess with the super computer?!” Applejack asked, “He's gotta be usin a tower, just like Lulu said!”

“Well he's not!” Dash fussed, “The super scan can't find an activated tower!”

Hearing that, Fluttershy looked worried, “Sunset, take Twilight and leave Sector 5!”

“Are you sure?” Sunset asked.

“I'll let the monsters devirtualize me and help Rainbow Dash!” Fluttershy said.

“Fluttershy-” Twilight said, but Fluttershy placed her finger on her lips stopping her.

“Sunset will keep you safe, Twilight,” Fluttershy said, “We'll fix this, I promise.”

“FLUTTERSHY!!!” Twilight cried as Sunset carried her away. The last thing she saw was Fluttershy being shot up by creepers and mantas until her virtual body literally broke apart.

Fluttershy: 0 HP

Fluttershy emerged from the scanner and wasted no time, actually taking the ladder this time up to the computer room. Immediately she switched places with Rainbow Dash and began typing on the super computer. After a second, she actually slammed her fists on the keyboard in frustration.

That shocked everyone.

“Fluttershy…?” Pinkie Pie asked slowly.

“XANA did activate a tower,” Fluttershy said, “But the reason why we can't find it on the super scan is because… it's not on this Lyoko!”

“You don't mean…?” Dash asked slowly. Fluttershy nodded.

“XANA must have finished making his personal Lyoko, and is using one of his towers to keep us from reaching Twilight!” Fluttershy stated. Everyone looked grave and horrified at that. If it wasn't in their Lyoko, then they couldn't deactivate the tower.

XANA played them… again.

Sunset Shimmer and Twilight were on Twilight's Tera-Bike riding off, this time Sunset driving and Twilight as the passenger. Mantas were flying after them firing, but Sunset dodged out of the way of all of their shots.

“Twilight, how do we leave Sector 5?!” Sunset asked frantically.

“We have to get to the security section first!” Twilight said, “There are ports there that lead to other sectors!”

“Fluttershy, which sector is the nearest one?!” Sunset asked.

“From here it looks like the Desert Sector, but-” Fluttershy gasped, “Wait, the Desert Sector's data is almost completely gone!”

“What?!” Twilight cried.

“Shit! The defragmentation!” Sunset swore, “The sector is completely falling apart!”

“The Forest Sector and Ice Sector are the same,” Fluttershy said, “And the port for the Mountain Sector is too far away!”

“What the hell does that mean?!” Sunset asked.

“It means we're trapped in Sector 5,” Twilight said fearfully, “XANA's got us Sunset. He's got… me…”

“Don't you dare give up on me!” Sunset ordered, “I promise, I'm going to save you!”

When they reached the actual core of Lyoko, a biker rode right past them at the last minute, causing Sunset Shimmer to drive into his bike's stream. The Tera-Bike was instantly destroyed and both Twilight and Sunset fell to the ground.

Sunset sat up and saw that Twilight landed really far from her. As she was getting up, Sunset saw the scyphozoa floating over to her.

“Twilight! Behind you!” Sunset Shimmer cried out. Twilight turned around and screamed as the jellyfish monster wrapped it's tentacles around Twilight restraining her. She struggled the entire time until two tentacles were held over her head and began glowing read.

“No… No…! NO!” Sunset screamed rising to her feet, “Twilight!”

“Sun…set…” Twilight said, tears in her eyes as she floated helplessly held in the arms of the scyphozoa. Sunset flew over to Twilight and got her laser whip ready, but a creeper fired at her knocking her down to the floor.

Sunset: 35 HP

“Shit shit shit!” Dash swore.

“I can't watch!” Pinkie Pie said covering her eyes.

“Twilight!” Fluttershy cried, “TWILIGHT!!!”

After a second, the scyphozoa released Twilight, who fell to the floor. All of the monsters backed away, leaving Sunset and Twilight alone. Sunset slowly rose to her feet and walked over to Twilight.

“Twilight…?” Sunset asked reaching for Twilight, “Are you-” Twilight suddenly reached for Sunset's hand grabbing it tightly. She looked up at Sunset with a smile that seemed so calm it was inhuman.

“Hello Sunset Shimmer,” Twilight said softly.

“What's going on?” Sunset asked, “Twilight, what happened to you?”

“Twilight can't answer at the moment,” the entity in control of Twilight said rising to her feet. She pulled Sunset in close and spoke into her ear, “You can call me… XANA.”

“XANA…!” Sunset asked. Immediately, Twilight threw Sunset away from her, and her entire form began to change. Her white robe/jacket vanished, and was replaced with a black and purple equivalent. Purple eye shadow appeared on her eyes, and her red lipstick darkened to a more blood red. The body suit she wore was now jet black, and the star on her belt was replaced with the XANA symbol.

Everyone in the computer room was horrified. Pinkie Pie slowly stepped away from the computer falling into Dash's arms as the latter held her.

Rarity covered her mouth in horror and fell into Applejack's embrace. Applejack looked at the computer screen in disbelief. Luna was trembling, a look of pure terror on her face.

Fluttershy was looking down, her hair covering her eyes as she trembled. Slowly her hands tightened into a fist.

“Mmm… now this is better,” XANA said stretching, “No longer bound by those annoying emotions that you humans have.”

Looking at XANA like this was different than when he possessed Luna. Then it was still essentially Luna, just being used to speak for XANA. This however felt more complete. It was like Sunset was looking at XANA directly.

“What… did you do to Twilight…?!” Sunset asked, “Where is she?!”

“Oh, she's in here, don't worry,” XANA said pointing to “her” head, “She's just sleeping at the moment.”

“XANA…!” Fluttershy said from the real world, her voice low and even.

“Is that you Fluttershy?” XANA asked, “You don't sound too good.”

“First you kill my father, then you take away ten years of my life, and now you think you can take Twilight?!” Fluttershy shouted, “I swear to God XANA, when I get my hands on you, I'm going to rip you APART!”

“Oh really?” XANA asked, “How are you going to do that without Lyoko?”

“Without…?” Sunset looked behind XANA and saw a glowing orb floating behind her, “No!”

XANA turned around, kicked high in the air, spun around allowing black and red energy to form around her, and then much like Twilight would spread her arms out, this time shooting a large red and black stream out at the orb. When that happened, everything around them sparked and the walls started falling apart.

“What happened?!” Sunset Shimmer asked.

“If I were you, I'd get out of here,” XANA said, “Who knows what would happen if a human remained in Lyoko as it died.”

“XANA!!!” Sunset shouted.

“Thank you for helping them get the source codes,” XANA said with a sinister smirk, “I couldn't have done this without you.”

She vanished in black smoke, leaving a red wire frame that vanished. Sunset fell to her knees in horror as her body broke apart and she devirtualized.

Back in the real world, Fluttershy lightly placed the microphone down onto the keyboard as everyone else turned to the hologram of Lyoko. The hologram shook and became fuzzy making a loud static noise for a few seconds. That lasted until the entire thing vanished.

Luna fell to her knees, her eyes wide in horror, “Celestia… Twilight… both of them are…” Luna said softly. Both Pinkie Pie and Rarity broke down, Pinkie Pie crying the hardest. Rainbow Dash and Applejack held their respective partners, also unable to keep their tears in, but Rainbow Dash had a look of sheer hatred in her eyes.

Fluttershy was deathly silent, bringing her knees to her chest and hugging them. Her hair covered her eyes the entire time, but anyone who saw her would have noticed the constant stream of tears falling from her eyes.

In the scanner room, Sunset Shimmer was banging her fist against the scanner she emerged from, crying uncontrollably.

“IT'S ALL MY FAULT!!!” she screamed, “IT'S ALL MY FAULT!!!” She fell to her knees helplessly, completely breaking down. Out of all of the losses they had at the hands of XANA, this was the biggest one. They lost Lyoko…

And Twilight…

Everyone went to the Everfree Mansion, which seemed to be their second base of operations and where they went when things got bad. Surprisingly the Spring Fling hadn't started yet. Not like anyone felt like going anymore.

Most of them gathered in the living room, none of them speaking. Even Pinkie Pie was completely silent, sitting against a wall by herself. Luna, Applejack, and Rainbow Dash were all on the couch, Rarity was sitting alone in chair, and Sunset was standing by a window away from everyone.

Fluttershy immediately ran to her old room and slammed the door closed, a gesture that screamed “leave me alone”.

“We can't win,” Rarity said, finally breaking the silence.

“Bullshit,” Dash said immediately.

“What. Can. We. Do?!” Rarity screamed standing up, “XANA has Twilight, he destroyed Lyoko, we have no way of fighting or hunting him down, face it! We lost!”

“We're still alive, right?!” Dash shouted standing and getting in Rarity's face, “As long as we're still alive, we can fight!”

“With what?!” Rarity asked, “Did you bring kunai with you from Lyoko?! Last time I checked, out here you were just regular high school girl, just like me!”

“We can't just give up!” Dash argued, “Twilight wouldn't-”

“Twilight belongs to XANA now!” Rarity fussed.

“Yeah, just like someone else I know did a month ago! Twilight didn't give up on you when you were screwing XANA, but you want to give up on her?! Some friend you are!”

“How DARE you say that!” Rarity screamed. Right when it looked like Rarity was about to attack Rainbow Dash, Applejack jumped in between them pushing them away.

“Would both of y'all calm the hell down?!” Applejack shouted, “Shoutin at each other ain't solvin nothin!”

“Tell that to your girlfriend!” Dash spat, “She's the one who's ready to just give up!”

“I'm being realistic!” Rarity said, “It was different when I was taken, because then we still had Lyoko! Without that, we can't do anything!” Rarity trembled as tears formed in her eyes, “We can't… fight… or stop XANA… or save Twilight… without… Lyoko…!”

She fell to her knees and completely broke down. Applejack embraced her tightly and looked up at Rainbow Dash sternly, who looked away somberly, understanding appearing on her face.

Sunset Shimmer sighed and walked over to the steps, apparently to check on Fluttershy. Luna got up and walked over to Pinkie Pie taking her hands.

“Let's walk around the house for a bit,” Luna said softly. Pinkie Pie nodded wordlessly and followed Luna out of the living room, leaving Applejack, Rarity, and Rainbow Dash alone. The only sound in the room was Rarity's anguished sobs.

“Fluttershy?” Sunset Shimmer asked knocking on the door, “I'm coming in, okay?” she opened the door and walked in, heartbroken at what she saw. Fluttershy was lying on her bed, her back turned to the door.

“Fluttershy… I'm sorry…” Sunset Shimmer said sitting down on Fluttershy's bed, “All of this is my fault. I… I lead XANA to the source codes, and by releasing him from Luna we allowed him to take Twilight. What's worse, now he's destroyed the one thing we needed to fight him. You guys asked me to join the team so I could help you, and instead… thanks to me we just lost everything. Truth is, before coming to this school, all I did was screw up. It's like XANA said, I'm not a good person. If you knew the things I did before coming here…” she laughed ruefully, “You lost your father, your mother, ten years of your life, and now… the person you loved the most. If you hate me, I'd understand. For what it's worth though, I'm sorry.”

She was about to get up, but Fluttershy grabbed her hand stopping her.

“I… don't hate you…” Fluttershy said softly.

“You don't…?” Sunset asked shocked, “But… because of me…”

Fluttershy sat up and shook her head, “You just wanted to help. I could see how much you care for Twilight back in Lyoko, and I can still see it now. I… don't know what kind of person you were back then but…” Fluttershy smiled at Sunset, “You're someone I'm proud to call my friend right now.”

“Fluttershy…” Sunset said, unable to believe what she was hearing. Fluttershy pulled Sunset into an embrace.

“Twilight wouldn't want me to hate you, so I won't. I'm… happy I met you Sunset Shimmer,” Fluttershy said. Sunset closed her eyes and returned the embrace. They stayed like that for a few seconds until really fast footsteps were heard coming to the room. The door swung open and Pinkie Pie stormed in.

“Fluttershy, Sunset, you need to come downstairs!” Pinkie Pie said excitedly.

“What?” Sunset asked, “Is it more bad news?”

“No! This is actually good news!” Pinkie Pie smiled, “The fight's not over yet!”

“What do you mean?” Fluttershy asked standing up.

“Just come downstairs!” Pinkie Pie said grabbing Fluttershy's hands. She pulled her out of the room, and Sunset shook her head running after them.

Pinkie Pie led them to what appeared to be a secret room in the mansion, hidden by a bookcase. The only things in the room were a small computer, a desk, simple chair, and a lamp. Everyone else was inside already, and they were all looking at a really thick notebook on the desk.

“Good, you're here,” Luna said when Fluttershy, Sunset, and Pinkie Pie walked into the room.

“How did you find this place?” Fluttershy asked.

“You're father showed us all where it was, just in case there was an emergency,” Luna said, “I had Pinkie Pie help me search for it, as I didn't remember exactly where it was, but Pinkie Pie has a knack for finding these things.”

“I played Star Ocean,” Pinkie Pie said, “That game is like the king of bad conveyance in modern gaming. Play that enough and you learn to check EVERYTHING.”

Sunset walked over to the notebook and looked at it. Code, equations, things that to anyone else would just be gibberish, but to Sunset it made absolute sense.

“Look at cover,” Rarity said. Sunset turned to the front page and was wide eyed.

How We Made It

“This is… this is how the Architects of Lyoko built the super computer!” Sunset exclaimed. Luna nodded smiling proudly.

“Look at the last section,” she requested, “I think that will give us exactly what we need.”

Sunset looked at the last section, which had a book mark on it. Just the cover gave Sunset a heart attack.

LYOKO

“It's a manual on how to build Lyoko…” Sunset said looking it over, “It's actually not too complicated.”

“Seriously? Cause I can't make heads or tails of it,” Dash said.

“Can we remake Lyoko with this?” Applejack asked.

“I know I can,” Sunset said, “It'll take all of Spring Break, and I might have to use Return to the Past a few times, but…” she looked at Applejack hopefully, “I can rebuild Lyoko.”

Everyone cheered loudly at that. That was the best news they heard all day. After a second, Dash's phone chimed. She looked at it and saw a text from Macintosh, asking where she was.

“Shit...” Dash swore, “Macintosh is wondering where I am.”

Applejack looked at her watch and paled, “Dang, the Spring Fling is about ta start.”

“I don't know about going,” Rarity said somberly, “With everything that just happened…”

“Yeah, it really doesn't feel right now,” Pinkie Pie said.

“No girls, you should go,” Luna said, surprising everyone.

“But, what about this?” Sunset asked, referring to the book.

“We can get started with that in the morning,” Luna said walking over to the desk and closing the book, “There's a time to be warriors, and a time to be teenagers. Right now, it's time to be teenagers.”

“It… is your first date Dash,” Fluttershy said, “You shouldn't miss it.”

“And it is true that ya worked real hard on that dress, Rares,” Applejack said, “It'd be a shame if ya didn't show it off.”

“Mmm…” Rarity thought for a long time, and then nodded, “Dah, dah, you are right. Besides, if Twilight were here, she'd say same thing.”

“Yeah, and I promised Applejack I'd be a good loyal girlfriend to her older brother,” Dash said, “That would suck to stand him up on our first date.”

“What about you Fluttershy?” Pinkie Pie said, “We'd understand it if you didn't want to go with us.”

“Actually…” Fluttershy walked over to Sunset Shimmer, “W-would you… be my date… to the Spring Fling…?”

Sunset was wide eyed, but then smiled taking Fluttershy's hand.

“I'd love to.”

The six girls all went to Rarity's shop to get changed changed, and Luna called a limo to take them back to the school. When they walked in, it was safe to say they all turned heads. Applejack was wearing a fancy tuxedo that went with her stetson, and Dash was wearing the look that Rarity put together for her. Pinkie Pie had opted for a pink and white one piece dress that looked like it came from candy mountain and matching boots, and Rarity wore a really sexy black dress that hugged her curves and was opened at the left side. Naturally she went all out with the make up and heels, and every guy who saw her cursed the fact that she was a lesbian.

Sunset was actually wearing a super sexy red dress similar to Rarity's, just with slits on both sides and red high heels. Fluttershy had miraculously found a dress that looked just like the dress her old avatar in Lyoko wore. She even managed to find a tiara and jewelery.

Despite the situation, they all had fun. Naturally everyone kept asking where Twilight was, but they all managed to cover that up pretty well. Luna was sitting by the punch bowl, wearing a midnight blue gown and matching high heels when someone tapped her shoulder. She looked up and her eyes lit up.

“Discord!” Luna said, smiling at the tux wearing man. Naturally his tux was white on the left and black on the right, while the pants were in reversed color.

“The one and only,” Discord said jovially. Luna sat up and hugged him tightly, “Whoa! I haven't been hugged this tightly by you in ages.”

“I have my memories back,” Luna said, “Completely.”

“Ahh, I see,” Discord said, “About what Celestia did…”

Luna shook her head, “I understand why she sealed me away. It was the only way to stop XANA. Speaking of,” Luna sat back down with Discord, “He's taken Twilight.”

“So that's where she is,” Discord said gravely, “That's… a problem…”

“It gets worse,” Luna said, “He destroyed Lyoko, and apparently has his own somewhere in the world.”

“How much you wanna bet it's in Tartarus HQ?” Discord asked.

“We don't know where their base is though,” Luna said, “If they have it, Twilight, and my sister there…”

“We'll save her,” Discord said placing his hand on Luna's, “Or rather, they'll save her. I have faith in those girls.”

“Me too,” Luna said looking at all of them. Macintosh and Rainbow Dash were in each others arms dancing, Pinkie Pie and Cheese Sandwich were sitting at a table laughing about something, and Sunset Shimmer and Fluttershy were also at the dance floor, holding each other closely as they danced. Luna smiled at them, but then looked around, “Have you seen Applejack?”

Discord chucked and pointed to the far left side of the gym. Luna looked and saw Applejack and Rarity hiding under the bleachers, the latter against the wall. Both girls were kissing passionately, as if they had been waiting to do that their whole lives. Luna rolled her eyes shaking her head.

“Oh, you're not going to go over there and blow your whistle?” Discord asked jokingly.

“After the day they had, those two deserve some time to be a couple,” Luna said, “As far as I'm concerned, I saw nothing, so they're not doing anything wrong. Now, if they go beyond kissing, that's a different story.”

Discord nodded, and silently counted to five. Once he hit five, Luna shot up.

“I'm going to tell them to at least take it outside,” she said storming off. Discord laughed as she walked off, and then lingered on Fluttershy.

“She's got some good friends, Sombra,” Discord said softly, “They're making her a lot stronger than she was before. You'd be proud of her.”

Tomorrow, the fighting would continue. Sunset would have to work fast to make sure XANA didn't get too much of an advantage. Things were going to get tougher, but for now…

There was nothing wrong with just enjoying this time.

Ending Theme: Can't Fight the Moonlight

23: Resolve

Author's Note

Today marks the season premier of Code Lyoko EG! The fourth and final arc starts now. I know that some people feel like XANA is a villain-sue, and are becoming apathetic to him, but I implore all of you who continue to follow this story to trust the author.

Also concerning XANA, from this point forward, the narrative shall refer to XANA's gender depending on whether or not it's in Twilight's body. When XANA is free moving, or using a male form, it's a he. If XANA is using a female form, then it's a she. After all, XANA doesn't have a gender anyway. Characters will consistently refer to XANA as a male though.

If you really enjoyed this, then please consider supporting my Patreon.

23: Resolve

Theme Song: A World Without Danger

23: Resolve

Spring Break proceeded without incident, which was both welcome and concerning. It was nice to have two weeks to just relax, but this also meant that XANA wasn't worried about them anymore. They had no way of knowing what he was doing, especially with him using Twilight's body as his own now.

The Lyoko Warriors tried staying positive, but it just didn't feel the same without Twilight. Applejack didn't like sleeping in the dorm room, as without her roommate it felt too empty, so she hadn't been getting a lot of sleep. She would have been spending more time with Rarity, but she was using this time to reconnect with her family.

Pinkie Pie and Rainbow Dash stayed in the school for the most part playing video games, but every so often Dash would head to the factory, claiming to be helping with a few interesting projects. Whenever she was asked about what was going on, she just said “Sunset is planning something big”.

Speaking of Sunset, she fell right in with the group, deciding instead of going into the front lines to take Twilight's spot as the navigator. With Fluttershy's help she was able to quickly learn how the various programs on the computer worked, and eventually took over in making her own. She and Fluttershy had become very close, but Fluttershy's enthusiasm had dropped a good deal.

Vice-Principal Luna was hovering around them, but she mainly stayed with Discord, who was now actively helping the team. It looked like the two of them had their own plans, and had more or less decided to let Sunset and the others handle recreating Lyoko. According to them, the final Architect was on her way, and she had been updated on the situation.

It was coming toward the end of Spring Break, the last two days of it actually, and Applejack was lying on the grass under a tree, apparently Luna's thinking tree as she called it. It seemed like XANA kept taking people that she loved, and that whenever she got someone back, she lost someone else.

It was getting hard for her to keep her spirits up.

As she lay on the grass, her thoughts went to Twilight, remembering the time they met, and how happy she was in the beginning. Sure, she was more reclusive back then, but life was a lot simpler then too. Back then, the biggest problem Twilight had to deal with was embarrassment.

Nine Months Ago…

Applejack had just finished her shower and was heading back into the room to get dressed for the day. It was the weekend, but Applejack had planned on seeing Rarity today. She didn't know why Rarity wanted to meet up with her, as she was almost certain that Rarity hated her guts.

She opened the door, wondering if Twilight was already up. She usually got up earlier than everyone and got her shower in first, even on the weekend. Applejack didn't understand it, but with how active they had been since fighting XANA, it was no wonder she was tired.

When she stepped in, she saw Twilight pacing around nervously. When she saw Applejack, she screamed and turned her back to her covering her chest. The only thing she was wearing it seemed was her underwear.

“Haven't you ever heard of knocking?!” Twilight fussed.

“Sorry,” Applejack said raising her eyebrow, “But it ain't like Ah haven't seen any of it before. In case ya fergot, Ah'm kind of a girl too.”

“I-I know… but… you can't be in here right now!” Twilight cried, “You… you have to change somewhere else!”

“Now that just sounds silly,” Applejack said walking over to Twilight, “Where else am Ah supposed ta change?”

“I don't know! Just not here! I… I don't like anyone to see me naked!”

“Twilight,” Applejack put her hand on Twilight's shoulder, “Ah know ya didn't exactly want a roommate, but Ah'm here now. If this is gonna work, then ya gotta trust me. It ain't like ya gotta worry 'bout me harrassin ya.”

“I guess not…” Twilight said softly, “Okay, but you can't tell anyone, okay? I mean it. Not even Fluttershy knows about this.”

“Ah promise,” Applejack said. Twilight slowly turned around, still with her arms over her chest, and then slowly lowered them. Applejack tried hard, she tried SO hard not to look too surprised, but on impulse her eyes went wide and she stepped back a bit. Twilight had to be at least a high C-cup. Applejack had found a really big bra once before, but she was a B-cup herself, so it wasn't hers. Obviously, it belonged to Twilight.

“Holy… cow…” Applejack said on impulse. When she heard Twilight groan she realized her choice of wording was horrible, “Um, Ah didn't mean it like that! Ah mean, they're not HUMONGOUS, but they're… well… damn Twilight.”

“Ugh, I know! I had this huge growth spurt last year, and most of it centered around my chest!” Twilight looked away blushing, “I had to buy all new bras! Thankfully my brother's fiance was understanding. If I had to ask my Mom for help...”

“So that's why yer always rushin outta the room early in the mornin,” Applejack reasoned, “Yer embarrassed because of yer breasts.”

“I'm a freaking tit monster…” Twilight said sitting on her bed.

“No yer not,” Applejack said sitting down next to her, “Yer extremely beautiful. Like Ah said, they're not enormous. Ya wanna talk about enormous, Rarity's a full on D-cup.”

Applejack emphasized this by holding her hands out over her chest to show Twilight how big they were. Twilight's eyes went wide.

“Goodness! How does she stand with those things?!” Twilight asked.

“Beats the hell outta me!” Applejack said, the two of them laughing afterward, “Tell ya what though. Ah know how embarrassin it is when puberty smacks ya in the face, so how about until yer comfortable with it, Ah'll cover fer ya.”

“You'd do that?” Twilight asked, “You're not going to take a picture of me naked and post it on the internet?”

“Ya kiddin?! Ah'm a delinquent, not a bully! There's a MAJOR difference! Ah'd only do somethin like that ta Vice-Principal Luna. Come ta think of it…” Applejack said with a dangerous smirk. Twilight rolled her eyes, and then hugged Applejack.

“Thank you Applejack,” Twilight said, “I'm happy you're my roommate.”

“Yer welcome Twilight,” Applejack said returning the hug, “Ah'm happy ta be yer roommate too.”

End Flashback

That was the day she and Twilight seriously became friends. Thinking about that made Applejack get misty eyed. She missed Twilight a lot, and she was scared for her. Rarity and Luna were one thing, but XANA was just using Rarity to get to them and Luna was already his chosen warrior. XANA had wanted to kill Twilight, wanted her to suffer, and now he had her in his grasp.

Twilight was already terrified of XANA. Now she couldn't escape him.

“Damn it…” Applejack groaned when she realized she was crying again. She wiped her eyes and pulled her hat over her face. She didn't want anyone to see her, just in case she started full on bawling her eyes out, which she felt close to doing. She didn't tell Dash or anyone, but when Rarity said that they couldn't win, she almost agreed with her.

What was it going to take to beat XANA?

Her phone vibrated, taking her out of her internal moment. She almost ignored it, but when she saw it was Sunset Shimmer, she thought against it.

“What's up Sunset?” Applejack said.

“I'm calling everyone before I start this test,” Sunset said, “I felt it wouldn't be in good taste to just turn this on without letting everyone know before hand.”

“Let everyone know what?” Applejack asked.

“That they're about to take a trip,” Sunset said. Before Applejack could say anything, a white light slowly came over the school and engulfed everything. When she came too, she was back in her room sitting on her bed. Applejack looked at the date on her phone and saw yesterday's date as today's.

“Return ta the past…” Applejack said, putting two and two together. In order for that to work, that would mean…

Applejack immediately ran out of her room and to the secret passage. If Sunset could use Return to the Past, that meant that she did it.

She rebuilt Lyoko.

On the way, she ran into Rainbow Dash and Pinkie Pie, and without a word they all ran to the secret passage. In the sewers, Applejack put on her skates, Rainbow Dash jumped on her skate board, and Pinkie Pie got on her bike, and they three of them rode to the bridge crossing to the factory.

They climbed up the ladder, where they saw Rarity running to the bridge. She met up with them and the four girls ran into the factory. All at once they jumped on the ropes hanging and swung down to the elevator, taking it down. As they waited, Applejack turned to Rarity and smiled. Rarity, oddly, gave Applejack a sad smile and then turned away.

Okay, Applejack thought with a raised eyebrow, we're going to have to talk later it seems.

When the elevator opened, the four of them rushed to the computer, where Sunset Shimmer was sitting in front of the keyboard. She had recently altered her attire slightly, wearing a purple top and orange mini skirt over her black leather jacket, and black and purple high heeled boots. Right when it looked like everyone was about to start showering her with twenty questions, Sunset turned to all of them.

“Shh!” she said before pointing to the side of the room. Lying next to the wall with a red blanket draped over her was Fluttershy, who was sound asleep and resting her head on a pillow.

“She's finally resting,” Sunset said softly, “She's been going nonstop since Twilight's capture. She wanted to make sure that we finished the new Lyoko as soon a possible.”

“Poor thing must have worked herself to exhaustion,” Rarity said slowly walking over to Fluttershy and petting her side lightly. She didn't wake, but she did at least smile.

“So, since you used Return to the Past, does that mean…?” Dash asked. Sunset pushed a few buttons on the keyboard and motioned to where the hologram was.

“See for yourself,” she said proudly. Everyone looked and saw what looked like the hologram of Lyoko, but it only had the central orb and one single sector shooting straight up.

“Well gosh darn,” Applejack said looking at it closely, “Ya really did it.”

“It looks smaller though,” Pinkie Pie said, “You forgot three sectors.”

“I didn't forget,” Sunset said laughing, “Programming a new Lyoko is harder than I thought. Turns out the Architects of Lyoko all created their individual sectors on separate computers, while Sector 5 was made here in the super computer. We used Fluttershy's laptop to make the Forest Sector while I put Sector 5 back together.”

“Do we really need to create other sectors?” Rarity asked, “We really just need Sector 5, dah?”

“Oh trust me, we need the other four sectors,” Sunset Shimmer said, “Take a look at this.”

Everyone gathered around the computer and look on her screen, where they saw Sunset was looking at a section deep within Sector 5 that looked like a tunnel. That tunnel actually seemed to connect to the Digital Sea, which was given really odd readings.

“Why does the Digital Sea look like that?” Rainbow Dash asked.

“Lyoko is a lot more than just a virtual world created in this computer,” Sunset explained, “Actually, it would be a lot safer to say that Lyoko's actual function is more of a door.”

“A door?” Applejack asked.

“Oooh, I know this part…” Pinkie Pie said in a whisper, “This is the part of the game where the big plot twist comes…”

“That's… not too far from the truth I think,” Sunset said, “You see, Lyoko is meant to be a protective layer for something deep within Sector 5, which allows safe passage through what appears to be a door of some sort. That door, get this, leads into the internet.”

Everyone looked at Sunset with wide eyes, unable to comprehend what she just said. Lyoko could connect to the internet?

“Hold on,” Dash said, “Lyoko is connected to the internet? Like, the actual internet, with facebook, and youtube, and google?”

“I'm surprised you guys didn't realize it,” Sunset said, “You know the Digital Sea? That's actually the network. Didn't Twilight tell you guys?” everyone was silent and looked at each other awkwardly, “Wait, don't tell me… you guys have been using this thing for almost an entire year, and you had no idea what the hell it was?”

“We… sorta were jus… wingin it fer the longest,” Applejack said.

“Anyone who did know what super computer was either had to stay hidden, or got captured by XANA,” Rarity said.

“And Twilight didn't bother to look into things more?” Sunset asked, almost in disbelief, “She didn't think to figure out what XANA wanted with this thing, or how it actually connected to the real world?” when everyone looked down in silent shame, Sunset gave them all a deadpanned look, “You know, I'm starting to see why you guys keep losing to XANA so badly.”

“Hey, cut us some slack here!” Dash fussed, “We're doing the best we can, but we're just kids!”

“No, you guys aren't,” Sunset said completely turning to them, “This isn't just something we can phone in. XANA is a major threat, not just to you, me, or Canterlot, but to the entire planet. He's not just a TV super villain that we can fight on Saturday mornings or whenever he shows up. We're at war, and we have to stay on top of XANA, otherwise he's going to get another one up on us, and next time we won't recover.”

“Guys… I think Sunset is right.”

Applejack, Rainbow Dash, and Rarity all turned to Pinkie Pie of all people, who looked back at the hologram seriously.

“Pinkie Pie?” Applejack asked.

“Every time XANA beats us, it's worse and worse. First he let us materialize Fluttershy without getting her memories back first, then he turned Rarity against us and escaped the super computer, and now he took Twilight and destroyed the original Lyoko. Fighting in Lyoko is fun and all, and it really is like a video game, but if we don't get our acts together, XANA will get us again,” she turned to everyone, “We can blame XANA all we want, but letting Twilight get captured was our fault.”

“We let her down,” Rarity said folding her arms, “Twilight was counting on us to help her fight XANA, to protect her from XANA. Instead we ended up practically giving Twilight to XANA.”

“She was so terrified of him,” Dash said, “I mean, to the point where she was in tears over it. I promised her I'd protect her from XANA,” she slammed her fist into her palm, “Damn it!”

“We can stand here an' feel sorry for ourselves till the cows come home,” Applejack said, “But that ain't gonna save Twilight or Principal Celestia. We jus' gotta do better.”

“Dah,” Rarity said, “This time we'll stop XANA.”

“We're in the home stretch people,” Pinkie Pie said, “Make sure you grind enough. The bosses coming up are gonna be tough!”

Sunset smiled at everyone, and then turned back to the computer, “Now that we've had that talk, we can begin planning our next attack.”

“How are we going to get Twilight back from XANA?” Dash asked, “I mean, we can't just use the same program we used to save Rarity, can we?”

“Afraid not,” Sunset said, “And without Twilight's ignition program, we can't use the source codes either.”

“We need to find XANA's Lyoko,” Rarity suggested, “He might be using tower to control Twilight.”

“I doubt it'll be that easy,” Sunset said, “But finding his alternate Lyoko does sound like a good idea. We can bet that from now on, he's going to start using his own Lyoko to fight rather than ours. That being said, we need to get connected to his server, so we'll know what he's doing.”

“Alright then, so how do we do that?” Applejack asked.

“We do that, with this,” Sunset said, showing on the computer screen what looked like a vessel of some sort. It had a circular top that looked like the main cockpit, and two long pieces folded at the side with jets on it. The main crux of the ship was a long needle like part shooting straight down that had four smaller ships connected to it.

“Okay, not gonna lie,” Dash said, “That looks cool.”

“What is it?” Pinkie Pie asked.

“This, is The Argo,” Sunset said.

“The Argo?” Applejack asked, “Why that?”

“Well, it's to keep with the Greek theme that the Architects went with,” Sunset explained, “The Argo was the ship used by Jason and the Argonauts when they journeyed to get the Golden Fleece. This ship is made to allow us safe passage through the Digital Sea.”

“How will that help is find XANA's Lyoko though?” Dash asked.

“Well, if our Lyoko is connected to network, it's safe to assume that his is too, dah?” Rarity asked.

“Exactly,” Sunset said, “I just need to put in the finishing touches on The Argo, and we need to let Fluttershy get some more rest, so we'll head out tomorrow.”

“Great,” Applejack said, “Um, Rares, can we talk upstairs?”

Rarity turned to Applejack with a nervous expression, “D-dah,” Rarity said. She and Applejack both walked to the elevator and to it up, leaving the rest of the team in the computer room.

“Uh oh,” Dash said, “Trouble in paradise maybe?”

“I hope not,” Pinkie Pie said, “They're the most stable relationship on the team. They better not play the whole on again off again trope!”

“Shh!” both Dash and Sunset said at the same time. By the wall, Fluttershy stirred slightly, but thankfully didn't wake.

“So, how are ya holdin up?” Applejack asked Rarity, the two of them now walking next to the lake in Rarity's special place.

“I'm… well for most part,” Rarity said, “Worried about Twilight, dah, but beyond that…”

“Rarity,” Applejack said taking Rarity's hands and looking her in the eyes, “Ah know when ya got somethin on yer mind. Now spill it. What's buggin ya?”

Rarity sighed and averted her eyes from Applejack, “Remember during Spring Fling, when we went off to be alone…?”

“Oh yeah, when we… uh…” Applejack looked down rubbing the back of her head, “Look, Ah'm sorry Rares. You were jus' so sexy in that dress, an' when ya told me ya weren't wearin-”

Rarity coughed suddenly to cut Applejack off, her face bright red, “Dah, well, you don't have to apologize. I was just as eager as you. The thing is,” Rarity sighed, “Someone took picture of us… and posted it online… and…”

“And…” Applejack asked.

“And… parents… saw.”

Applejack took a deep breath, realizing why this was a problem. Had it been anyone else it wouldn't be but too big of a deal, but according to Rarity, homosexuality was really frowned upon in Russia. One of the reasons it took so long for them to get together was Rarity's shame at being so attracted to another girl. She had long since gotten over that shame, but they hadn't figured out how to tell her parents about them yet.

Looked like fate had other plans.

“So… what do ya wanna do?” Applejack asked, her heart racing a bit, “You… don't wanna… break up with…”

Rarity's eyes went wide, “Nyet nyet nyet!” Rarity said immediately, “Never! I love you so much, Applejack! I'm… just scared!” Rarity looked to the side, “What if Mama decides not to give shop to me, or parents disown me?”

“They wouldn't go that far,” Applejack tried to say, but then got worried, “Would they…?”

“I don't know!” Rarity said, “Parents love me, but I can tell they're not happy with what they saw!”

“What did ya tell them?” Applejack asked.

“I told them truth,” Rarity said, as if it was obvious, “That girl in picture was girlfriend, and we've been dating officially for three months.”

Applejack couldn't deny how happy she was to hear that. Before, Rarity was too afraid to even let Applejack kiss her on the cheek in public, and she was now standing up for their relationship with her parents. Still, even Applejack was worried about what they'd try to do.

“They can't tear us apart,” Applejack said.

“They might try!” Rarity cried, “They'll think they're doing me service by-”

“Let 'em try,” Applejack said wrapping her arms around Rarity and pulling her close, “Ah ain't lettin ya go that easily. We already had ta deal with XANA tryin ta tear us apart. If we beat that egoistical computer virus, Ah know we'll be able ta get through this. But we gotta do it tagether.”

Rarity looked into Applejack's eyes as tears built up in hers, “You… stay with me? Even if parents make it hard?”

“Damn right Ah will,” Applejack said, “How does it go…? Ya… tebya… lyu…blyu…?”

Rarity laughed, probably because she sounded horrible. Still she wrapped her arms around Applejack's shoulders, “Ya tozhe tebya lyublyu, Applejack,” Rarity said lovingly, pulling Applejack into a deep and loving kiss. This was such a shift from how they started. Rarity used to be a bundle of nerves, but that was in the past. She visibly relaxed in the arms of her lover. Applejack didn't know how Rarity felt about it yet, but Applejack was almost certain.

She was going to marry this girl in the future.

Fluttershy woke up probably around twenty minutes after everyone else left. She had wanted to get some more work done, but Sunset Shimmer insisted that they go get some rest. She took Fluttershy to get something to eat, and the two of them began walking back to the dorms.

“You know, that was really good,” Sunset said with a smile, “The pizza here is definitely the best,” she turned to Fluttershy who as always looked really forlorn, “Hey, it'll be fine.”

“Will it?” Fluttershy asked sadly, “Will it ever be fine? I've lost everything now. Right when I felt like I could get Twilight back, I ended up losing her all over again. I almost feel like I'll never laugh again.”

“Hm… is that so?” Sunset asked thoughtfully. She then walked behind Fluttershy, and suddenly started tickling her.

“AHH!!!” Fluttershy screamed, “S-stop Sunset!” she said through her laughter.

“Are you laughing right now?” Sunset asked.

“Y-yes… but-” Fluttershy couldn't finish her statement, as she was laughing so hard from the tickling session. After a second, Sunset stopped tickling her and turned her around to look her dead in the eyes.

“See? You can still laugh. As long as you have that, there's hope,” Sunset said. Fluttershy looked away still somewhat worried.

“But… XANA has-”

“Nothing that we can't get back,” Sunset finished for her, “Lyoko is two fifths finished, that's at least enough to get us started. Twilight is depending on us to rescue her. She's probably feeling helpless herself, you know?”

“Y-yeah… probably…” Fluttershy said.

“How are we going to rescue her if we're feeling just as helpless as she is?” Sunset asked. She then walked past Fluttershy, “I'll see you back at the dorm, okay?”

She didn't answer her, nor did she run after her. Fluttershy instead stood there thinking about Sunset's words. She was so confident, and it didn't seem like misplaced confidence somehow. Sunset seriously thought she could beat XANA.

How could she have so much assurance though? Was it only because she hadn't been fighting XANA for as long as Fluttershy had, or was she actually right?

Fluttershy was beginning to feel like they'd never defeat XANA. How could Sunset be so confident?

Everyone received a text from Sunset that night, saying that they'd move out tomorrow at around eleven. That following day, everyone had a feeling of both duty and tension. The feeling that they'd fail somehow was heavy in the air, but still, they all made their way to the factory at the appointed time.

“Okay, the Argo is finished,” Sunset said turning to everyone, “We'll first drop you off at the Forest Sector near the edge, and then I'll send you into Sector 5.”

“Can't we just transfer right into Sector 5?” Dash asked.

“We're still testing programs,” Fluttershy answered, “We need to make sure that the transfer system isn't bugged, so that's why we're going into the Forest Sector first.”

“Hey, wasn't the Forest Sector the one we went into the very first time?” Pinkie Pie asked.

“Ah think it was,” Applejack asked, “At least, fer most of us. Rares didn't join us till later.”

“Dah,” Rarity nodded, “My first time was in Desert Sector.”

“Funny, that's the one we're actually creating next,” Sunset said, “At this rate, we should have all of Lyoko finished by the time the next semester starts.”

“So, are we gonna test out… that program?” Dash asked cryptically.

“If we can, yeah,” Sunset said, “But we can't do that until we tag XANA's Lyoko. In order to do that, we need-” an alarm on the computer went off. Sunset looked and saw monsters appear in both the Forest Sector and Sector 5, “Well look who decided to show up?”

“XANA found out that we finished Lyoko?” Rarity asked.

“Of course he did,” Sunset said, “I did use Return to the Past yesterday. He would have noticed it too.”

“Hold on,” Applejack asked, “Ya did that knowin you'd alert XANA?”

“Do you trust me or not?” Sunset asked. Applejack frowned, apparently having a tough time with that one. Twilight wouldn't have taken such a risk, but clearly Sunset knew what she was doing. At least she thought she knew what she was doing. Still…

“We're goin in, y'all,” Applejack said turning to the elevator. Everyone nodded and ran after her, going down to the scanner room.

“I need you guys to destroy at least twenty of XANA's monsters,” Sunset called out just before the door closed. Once she received a text telling her who was going in first, she took a deep breath and got to work.

“Transfer Applejack!” Sunset said as Applejack walked into her scanner.

“Transfer Rainbow Dash!” Sunset said, closing Dash's scanner as she walked in.

“Scanner Applejack!” Sunset continued as Applejack's new Lyoko avatar appeared on screen and rendered.

“Scanner Rainbow Dash!” Sunset said, now rendering Dash's new avatar, “Virtualization!”

She pressed the enter key, and both girls vanished from the scanners and were pulled into Lyoko. After a second, Applejack and Rainbow Dash were rendered into the environment and dropped onto the Forest Sector. Applejack looked at herself in shock.

“Hey, our avatars still look different,” Applejack said.

“I think what the source codes did to us was permanent,” Dash said, “Hey Sunset, get the others here already. We can't start the party without them.”

“Already on it,” Sunset said setting up the next wave of transfers.

“Transfer Rarity!” Sunset said as Rarity walked into her scanner right before the door closed.

“Transfer Pinkie Pie!” Sunset said, Pinkie Pie skipping into her scanner as it closed.

“Transfer Fluttershy!” Sunset said as Fluttershy slowly walked into her scanner as it closed.

“Scanner Rarity!” Sunset said, rendering Rarity's new valkyrie based avatar.

“Scanner Pinkie Pie!” Sunset said, rendering Pinkie Pie's new avatar.

“Scanner Fluttershy!” Sunset said, rendering Fluttershy's new angel avatar, “Virtualization!”

The three of them rendered into the Forest Sector, and dropped to the ground, Pinkie Pie landing on all fours.

“Yay!” Pinkie Pie said looking at her paws, “Oh, how I missed being a lovable cat girl!”

“Our Lyoko forms still look altered,” Rarity said as Pinkie Pie began licking her paw and rubbing her ears with a content smile.

“The source codes completely altered your forms in Lyoko,” Sunset said, “You all have double your original defense, double attack, plus you each either have a special attack or skill, including something here called “limit break”.”

“Limit break?” Fluttershy asked, “You mean, like that special move Rarity used on Lulu?”

“That's exactly right,” Sunset said, “Those moves can only be used once per transfer though, so make sure they count when you use them.”

Red lasers fired in their direction. They looked and saw three krabs plus a swarm of hornets moving toward them.

“Looks like we're about ta get a crash course in our new weapons,” Applejack said pulling out her two guns.

“This is the moment I was waiting for!” Dash said pulling out her kunai, “Bring it on, XANA!”

The krabs fired at the girls, but they all scattered. Applejack rolled to one knee, pointed her two laser pistols, and began firing at the hornets. The monsters flew out of the way and returned fire, but Applejack jumped into the air landing on a tree. She put her two guns together to form her shot gun, pointed it at the monsters, and started firing point blank at them. Even she was amazed by how accurate her shots were now.

“Huh,” Applejack said, “Ah think Ah can get a little more brazen like this.” She then braced herself and jumped off the tree at the monsters. She fired at the hornets killing a bunch, but then was hit in the chest with a shot and knocked back.

Applejack: 90 HP

Rarity was blocking laser shots from a krab when she saw Applejack fall. She on instinct held her hand out and created what appeared to be a white magic circle under Applejack, which turned out to be a platform of some sort.

Applejack looked at the platform, and then at Rarity, “Thanks, Rares! Wanna give me a hand with the rest of these?”

“As long as you're willing to help me with this!” Rarity said returning to defend against the krab's shots. Applejack jumped off the magic platform, pulled her two guns apart, and fired rapidly at the krab, killing it. Rarity then created a magic circle underneath her, and used it to propel herself up into the air. When she was right in front if the hornets she slashed at them wildly, creating small laser shots with each swing of her blade.

“Lookin good Rares,” Applejack said as Rarity landed next to her.

“New form feels lighter than old one,” Rarity said.

“You're new form is interesting,” Sunset said, “It's actually faster, but at the cost of defense. You're attack is still the highest, but you can't take as many hits as before.”

“Odd,” Rarity said, “I wonder why that is.” a series of rapid shots fired in their direction. They looked to see two tarantulas walking up to them with a megatank rolling behind them.

“Leave them to us!” Dash said as she and Pinkie Pie charged past Applejack and Rarity. Rainbow Dash of course went right for the megatank. Normally she would use her triplicate ability on it, but this time she felt the need to try something new.

She touched the thunder bolt insignia on her chest, and actually turned invisible. The megatank stopped rolling and looked around, clearly confused.

“Where am I?” Dash asked tauntingly, “Can you see me?”

The megatank opened up and tried firing in a random direction, but it clearly missed. Dash then became visible as she landed on its now exposed eye and threw her new laser kunai at it. She flipped off as the monster rolled into a tree, destroyed.

Pinkie Pie ran on all fours away from the tarantulas as they fired at her. She ran up to a tree, actually running up the side of the tree, and then did an elegant flip off it, landing right behind the tarantulas. When they turned around she jumped toward them and rolled into a ball.

“Homing Attack!” Pinkie Pie shouted, launching herself into the tarantulas with even more force than usual. The monsters fell into the digital sea as they exploded, and Pinkie Pie stood on the edge looking down at them.

“See you next fall!” she called out waving to them.

“The area is mostly clear,” Sunset said from the real world, “Head to the edge of the sector and I'll send you all to Sector 5.”

Everyone ran (flew in Fluttershy's case) to the edge of the sector, being fired upon by XANA's monsters the entire time.

“Almost got it,” Sunset said, looking at a progress bar on her screen, “The ones in Sector 5 outta do,” she typed the command code on her screen.

THESEUS

When the girls made it to the edge of the sector, the chariot came out of the digital sea and scooped them up just in time, flying them into the center of Lyoko.

HOLOSPHERE SYSTEM

ACTIVATED

When the chariot arrived in Sector 5, the team noticed a few differences. When the dome finished spinning, only one path opened up.

“Aren't there supposed ta be two paths?” Applejack asked, “One goin ta the core section, an' the other goin to the security section?”

“That was the old method,” Sunset said, “I decided to bump up security a bit with the new Lyoko. Don't worry though, you guys will be able to travel pretty easily through it.”

“Aren't you going to send us our Tera-Bikes?” Pinkie Pie asked.

“Coming right up,” Sunset said. A second later four Tera-Bikes appeared in the dome next to the girls. Everyone got on their respective bikes (Fluttershy getting on Pinkie Pie's bike) and they rode off.

On the connecting highway, they saw mantas flying after them. This time Fluttershy pulled out her bow and readied a golden arrow, pointing it at one of the monsters.

“Light Arrow!” Fluttershy called out, firing at a manta. The arrow impaled the monster pinning it to the back wall before it exploded. Fluttershy then spread her wings and jumped off the bike.

“Fluttershy! That's too dangerous!” Pinkie Pie cried out. Fluttershy didn't listen though, as she flew around the mantas firing at them continuously with her arrows, killing each one in a single shot.

“Geez, think she's mad?” Dash asked sarcastically.

“Havin Fluttershy mad at ya?” Applejack asked, “Ah wouldn't wish that on my worse enemy.”

“Not even XANA?” Rarity asked.

“Ah might make an exception fer him, but that's a huge might. Have y'all been at the other end of her death glare?”

“I have,” Pinkie Pie said riding next to them, “I literally saw my life flash before my eyes. I wish I were joking.”

Once the final manta was destroyed, Fluttershy flew in line with the Tera-Bikes.

“Come on!” she ordered, “Let's move!”

She flew ahead of everyone. The remaining four shrugged and rode after her to what appeared to be a hanger for the Argo. It was a lot bigger than everyone thought it would be. When they arrived, they all got up from their Tera-Bikes as they vanished, and calmly followed Fluttershy to a circular pad with four smaller circles surrounding it.

“Did you get everything you needed?” Fluttershy asked Sunset.

“Yep. We're ready to head out now,” Sunset said.

“What did you need?” Dash asked.

“Sunset lured XANA here so we could get his IP address,” Fluttershy explained.

“Wait, what?!” Pinkie Pie asked, “But XANA's supposed to be untraceable, isn't he?!”

“For a normal person, yes,” Sunset said proudly, “But I'm a professional hacker. I could hack into the White House if I wanted to; I'm pretty sure I can get XANA's IP address.”

“So, we find XANA's home base now, dah?” Rarity asked.

“Well, with this IP address, I can track down just about anything that has the same address,” Sunset explained, “That doesn't mean we'll necessarily find his home base, but we'll definitely find something.”

“So, how do we get in this thing?” Applejack asked, “Ah don't see a door.”

“Just stand on one of the circles. Fluttershy stands in the middle one while each of you takes one of the smaller ones.”

They did as was told, and were immediately vanished from the platform. Fluttershy appeared in the cockpit up top, while Applejack, Pinkie Pie, Rainbow Dash, and Rarity all appeared inside the smaller vessels hooked to the bottom needle of the machine.

“Alright guys, it'll look like you're going back into Lyoko for a second, but in reality you're still in Sector 5,” Sunset explained taking control of the machine from her computer, “Once you're outside, you'll be dropped right into the digital sea.”

“WHAT?!!!” Applejack, Rainbow Dash, Pinkie Pie, and Rarity all cried out in unison.

The Argo was moved out of its hanger, and into a tunnel. Outside the tunnel, the girls emerged into what appeared to be an environment with an orange sunset over a large endless ocean. The Argo stopped moving for a second, and then… dropped… right into the digital sea.

Everyone was tense for a good few seconds, but soon the shaking stopped and they came out of what appeared to be a large pod with a tunnel coming out of it.

HOLOWEB SYSTEM

ACTIVATED

Where they ended up was amazing.

It looked like they were actually underwater. All around them they saw metallic structures like upside down buildings and lights.

“What the hell…?” Dash asked slowly.

“Where are we…?” Rarity asked.

“You guys are inside the network,” Sunset said, “Basically, the internet.”

“This is the internet…?” Applejack asked, “Not exactly what Ah'd expect.”

“It's probably just rendering of it,” Rarity said, “Lyoko was created to allow safe passage through network, so this is just how we perceive it, dah?”

“Actually, no,” Fluttershy said, shocking everyone, “Sunset and I didn't create all of this. We just made a means of traveling through the network. What we're seeing here is the actual appearance of what we'd call Cyberspace.”

“This is kind of scary…” Pinkie Pie said rubbing her arm, “Cool, but scary.”

“To think,” Applejack said, “There's somethin here that XANA wants. When ya see it like this, kinda makes it hard ta believe that all of this was man made.”

“Was it?” Sunset asked, “We don't know what all of this is. Based on how vast it is though, I find it hard to believe all of this was made by man.”

“That's for another time though,” Fluttershy asked, “Do you know where we're going?”

“Just give me a second… and… yes,” Sunset said from the real world, “Okay, XANA's IP address is heading to a signal right up ahead. Fly north of your current position.”

“North it is,” Fluttershy said pushing a few buttons on her control panel, “Switching to submarine mode.”

The Argo changed shape somewhat. The side wings folded out creating jets, and the long needle holding everyone else's vessels pointed forward. Now it looked more like an actual ship. Fluttershy turned on the back jets of the Argo, and it took off deep into the Digital Sea.

This time, when Twilight woke up, she found that she could actually move her body herself somewhat. Had XANA left her body? Why did he do that? Also, since when could he do that? She had thought she was corrupted, but when XANA took over her body, she was still able to think for herself and see everything. She just couldn't control how her body moved.

She tried to get up from the chair she was sitting on, but noticed that she was stuck. Looking around again, she saw that she was tied to a chair by very strange black bindings. They didn't have buckles or knots. After pulling at her bindings a bit, her fear hit a head. She looked in front of her and saw a computer screen, that suddenly turned on showing the symbol of XANA.

“XANA!” Twilight cried fearfully.

“Look who finally woke up,” a deep, gravely voice said. Twilight looked to her left and saw the door had opened, and in walked a dangerous looking man. He wore a black suit and tie ensemble like a CIA agent, had short red hair that fell to his shoulders, sharp brown eyes, and an overall stern yet powerful expression.

“W-who are you?” Twilight asked.

“Damien Tirek,” the man said with a bow, “Head of Tartarus, your new home.”

“My… new home…?” Twilight asked, terrified of what that meant.

“Your body has been altered by one of our towers,” Tirek said, “XANA wanted a means to move around in the real world, but he didn't want to be bound to just one existence. For this reason, instead of corrupting you, you have been turned into an avatar for XANA.”

“You can't keep me here!” Twilight shouted, “My family will be searching for-”

“Oh, we've already taken care of that,” Tirek said pacing around Twilight, “According to your family, you have been asked to attend a special seminar in France last minute. You wrote the letter to them and everything.”

“My friends will find me!” Twilight said, “They're searching for me right now, I know it!”

“Yes, those same friends that allowed XANA to be released into the network, and then allowed XANA to capture you?” Tirek taunted, “Face it, little girl, you're outmatched. The idea that a child like you thought she could defeat a computer virus is preposterous.”

Twilight looked back at the screen, letting her situation hit her. She was completely outmatched, and completely at XANA's mercy. Once again, she pulled at her bindings, but nothing she did made them give.

“During times when XANA must oversee his operation, you'll be stored in this room,” Tirek said walking to the door, “XANA is the only one who can release these bindings, which he will do so if he needs your body to tend to things in Lyoko.”

“You make it sound like I'm just a tool!” Twilight said in shock.

“As of this moment, yes, that's all you are,” Tirek said, “It's your fault for turning the computer on. Children should leave things beyond their understanding alone.”

Tirek left the door, and the XANA symbol on the screen vanished, signaling XANA's departure. Twilight then broke down completely, praying that her friends, that Fluttershy would somehow find a way. But thinking about it, they really didn't have a good track record dealing with XANA.

“There's nothing we can do…” Twilight sobbed, “Girls… I'm sorry…”

“Honestly, I don't see what's so special about that girl,” Tirek said walking through the halls of Tartarus base, “She seems like a regular high school student to me,” his phone vibrated, showing a text message.

Believe me, that girl is much more than she seems. If left alone she could possibly still cause my downfall.

“Then why not just kill her?” Tirek asked, “That way she won't be able to stop us.”

No. I want to see her and Eos suffer. I'll kill them when I'm good and ready. Don't tell me what to do with my things, Damien.

Tirek took that a sign to shut up. He hated taking orders from XANA, but there wasn't anything he could do to him. Horrible as it was, he was also XANA's tool. He was just one that XANA put in high regard.

“Concerning those other girls though,” Tirek continued, “What do you want to do about them? They've clearly finished their Lyoko.”

They wish to continue the hunt, so we're going to humor them. I've already sent my minions to their next location. I'm not taking any chances with them. I want all of them dead.

“And Eos?” Tirek asked.

There is still much I can do with her. Keeping her alive will keep Twilight in check.

“You just want to torture them,” Tirek reasoned, “You don't have to use Eos to control Twilight, but doing so hurts the girl.”

Like I said, they're mine. Don't tell me how to play with my toys, Damien. We have a good partnership, human. Let's make sure it stays as such.

Tirek's phone turned off, signaling XANA's departure. XANA was truly despicable, seeing humanity as merely a tool for his personal use. Well, as far as Tirek was concerned, humanity was just a disease anyway.

If XANA wanted to rid the world of it, then he saw no issue with improving on Earth's biggest flaw.

“Are we there yet?” Dash asked for the umpteenth time.

“Rainbow Dash, please,” Rarity said folding her arms, “Asking every five seconds isn't going to get us there any faster.”

“Look, surfing the net like this is awesome and all, but the novelty gets lost after the first hour of flying,” Dash pouted.

“We'll be there shortly,” Fluttershy said, “Actually, I think I see our destination up ahead.”

A bit in front of them they saw another pod like the one they emerged from, with another tunnel coming out of it.

“Is that where Twilight is?” Applejack asked.

“I can't tell,” Sunset said from the real world, “I can't see anything from there. You guys have to find the source tower first and tag it. That way I can see what's there on the radar and scan it.”

“Wait, you mean we have to unlock the radar feature now?!” Pinkie Pie asked, “Ugh, I hated that part in Metal Gear Solid 2!”

“Sorry, but here's where the game get's a bit trickier,” Sunset said with a laugh.

“Don't worry though,” Sunset continued pulling up another program, “Once you've found that, I can activate something else that I'm sure you'll all love.”

“Will tower look different than regular tower?” Rarity asked.

“It should look like a way tower, so that means it will have a white aura,” Sunset said, “Be careful going in though, because I won't be able to see where XANA's monsters are. The most I can do is warn you when they show up.”

“I'm connecting you to the tunnel now,” Fluttershy said, “Sunset, you know what to do.”

Rarity looked up at the section Fluttershy was in with a concerned frown. She looked down at where Applejack was, who nodded in understanding. They'd have to talk to Fluttershy about this later.

The Argo's nose moved back down, and a small white light came out of the cockpit, connecting to the front of the tunnel.

When the coding for the tunnel appeared on the computer screen, Sunset began hacking her way into the security. It was a good thing she wasn't the one who was taken by XANA. Only she'd know how to hack into a system this complex.

“Okay, the way is open,” Sunset said once she finished, “You should be able to get inside now.”

The tunnel opened, and Fluttershy lead the Argo inside without saying a word. Just like before, they flew into a large tunnel, eventually emerging out of a pool of water. When the Argo flew up to the surface, the girls saw they were still in the Forest Sector.

“Let's disembark from here,” Fluttershy said, “Once we find the source tower, I'll input the tagging program and we can move the Argo to that tower.”

“Is it safe ta leave it alone?” Applejack asked.

“Afraid not,” Sunset said, “Which is why someone needs to stay behind and guard it. If we lose that ship, we can't use any of the other programs we need to retrieve Twilight. That ship is my only link to wherever you are.”

“It looks like we're still in Lyoko,” Dash said, “Geez, we didn't come all this way just to return to the Forest Sector, did we?”

“You guys are in Lyoko?” Sunset asked, “Hold on, let me check something.”

Sunset pulled up another tab looking up the Forest Sector. Oddly, she didn't see them there.

“Wherever you girls are, it isn't the Forest Sector,” Sunset said, “I'm looking at it right now, and I can't see you guys.”

“Hey, what if this is XANA's Lyoko?” Applejack asked.

“XANA's Lyoko…?” Fluttershy asked slowly.

Fluttershy frowned biting her lip, and then teleported from the cockpit from the Argo, landing on the ground in front of it. She wasted no time running forward.

“Hey!” Dash called out, “Sunset, Her Highness just jumped ship!”

“Shoot! I'm taking you guys out of the Argo! Two of you stay with the ship while the rest go after Fluttershy!” Sunset commanded.

“Dashie, I'll stay with the ship!” Pinkie Pie said, “You're the fastest, so you go after Fluttershy!”

“Got it!” Rainbow Dash said, “Rarity, you coming with me?”

“Dah!” Rarity said. The four girls all vanished from the ship onto the Forest Sector's ground, “Sunset, you send Tera-Bikes to us, dah?”

“That much I can do,” Sunset said. A second later, Rarity and Rainbow Dash's Tera-Bikes rendered near them. The two girls got on their bikes and rode off in the direction Fluttershy ran in.

“Guys, XANA's monsters are coming in!” Sunset said, “I can't see where they're coming from though!”

“I see them from here!” Dash said. Up ahead were two bloks and a megatank, “Rarity, can you take on the bloks?”

“Dah,” Rarity said, “You deal with megatank!”

The two bloks walked forward and fired at them, but the girls rode out of the way of the assaults. Rarity jumped off her Tera-Bike and landed on one of the bloks.

“Impact!” Rarity shouted, thrusting her sword into its eye and jumping off. A second later it exploded. When Rarity landed though, the second blok fired at her side.

Rarity: 70 HP

“Rarity, be careful!” Sunset said, “Remember, your new form isn't as durable as your previous one!”

“So I realize,” Rarity groaned rising to her feet. The blok that shot her walked toward, followed by three more moving in to surround her. She wasn't accustomed to being in this much trouble facing bloks.

Rainbow Dash rode in a wide circle around the megatank. It opened and fired right in front of her, but Dash jumped off the Tera-Bike and landed on its exposed eye throwing a kunai at its weak point.

She jumped off making it roll into a tree, and it exploded. Dash looked over to Rarity's fight and saw her straining to defend the blok's shots.

Rainbow Dash made a hand sign, creating two clones of herself. The three Dash's all jumped onto a blok throwing kunai at their eyes killing them. Rarity then stabbed the remaining one killing it.

“You okay, Rarity?” Rainbow Dash asked as her two clones turned into static and vanished.

“Dah,” Rarity said with a sigh, “Not sure I like new avatar though. It's not as strong as previous one.”

“So you can't as many hits as before,” Rainbow Dash said, “This new form was made from your mind too. You can make it work.”

“Maybe,” Rarity said with a sigh, “Come, we need to find Fluttershy.”

“I'll run on ahead,” Dash said. She used her Super Sprint ability and rushed on ahead, and Rarity jumped on her Tera-Bike to follow after her. After maybe a minute they saw Fluttershy running ahead of them to what looked like a way tower, three krabs running after her.

Rarity jumped off her bike and created a series of white platforms above the krabs running after them. They fired at Fluttershy's back, but Rarity jumped down and blocked their attacks with her sword. Dash then followed up by jumping into the air and throwing her kunai at the krabs killing them. She landed right in front of Fluttershy stopping her.

“Dash! Rarity!” Fluttershy cried.

“What the actual hell, Fluttershy?!” Dash scolded, “You can't run off on your own like that!”

“I could have flown out of the way,” Fluttershy pouted, “You didn't have to follow me.”

“You're only one who can tag tower though,” Rarity said, “We are team, remember?”

Fluttershy sighed and shoved past Rainbow Dash and Rarity, going toward the tower, phasing into it. Dash folded her arms and frowned.

“Geez, I didn't know Flutterbitch was still hanging around,” Dash said. Rarity hit Dash's arm, “What?!”

“Idiot…” Rarity said rolling her eyes. She and Fluttershy really needed to talk later.

Fluttershy ran to the center of the tower, and allowed herself to be lifted to the platform above her. Once she landed, she calmly walked over to the control panel and began hacking into the tower.

Back in the real world, Sunset connected to the tower with Fluttershy. It took a second, but she was soon able to tag the tower, and the computer showed the layout of the replica Forest Sector.

“Tagging complete,” Sunset said, “I'm going to move the Argo to the tower and connect to it, then we can move onto phase 2.”

It didn't take long for the Argo to move close to the tower. Once it was in position, a pink wave shot out of the ship and into the tower engulfing it. Pinkie Pie looked up at it as it worked.

“So, what's it doing?” Pinkie Pie asked.

“Since this Lyoko isn't connected to our super computer, we can't use towers regularly,” Sunset explained, “The Argo is my interface with that Lyoko, so it has to connect to towers for me to use them.”

“Why do you need a tower?” Pinkie Pie asked as Dash walked over to her.

“Oh you'll see,” Dash said, “Sunset, do we know who we're going to send out?”

“Fluttershy has to be one,” Sunset said, “She needs people with her that have good offense and defense, just in case. That means Pinkie Pie and Rarity.”

Speaking of, Rarity and Applejack stood close to Fluttershy as she sat away from the group hugging her knees.

“AJ, I'm really worried about her,” Rarity said, “She's getting worse as time goes on.”

“Ah think Ah know how she feels,” Applejack said, “Ah was the same when XANA took you. Problem is, Fluttershy's so sensitive.”

“Okay, I got it,” Sunset said catching everyone's attention, “The program is activated. For this to work, I'm going to need Pinkie Pie, Fluttershy, and Rarity to go back into the Argo first.”

“What's this gonna do?” Applejack asked.

“Nothing too special,” Rainbow Dash said, “Except transfer us back into the Real World.”

“What?” Pinkie Pie asked, “You mean we're logging out already?”

“Not quite,” Sunset said, “You see, we're going to send you to the building where this Lyoko is being generated. You'll still be made of data, so you'll be something akin to a specter.”

“Wait till you see it,” Dash said, “It's totally awesome!”

“You act like you made it,” Applejack said.

“Well, I did test it,” Dash said proudly.

Fluttershy, Pinkie Pie, and Rarity walked toward the Argo, and were transferred back into their respective cockpits in the Argo.

“Translate Fluttershy!” Sunset said as Fluttershy vanished from the cockpit.

“Translate Rarity!” Sunset continued, Rarity vanishing as well.

“Translate Pinkie Pie!” Sunset continued, Pinkie Pie vanishing after her friends.

Ironically, in a forest, three orbs of electricity converged, turning into Fluttershy, Rarity, and Pinkie Pie. Like Sunset said, the three of them were still in their Lyoko forms. It was weird seeing them in the real world. When in Lyoko, everything looked like it was CGI, so to see all of them wearing their clothes (or lack there of in Pinkie Pie's case) from Lyoko felt odd.

Rarity looked around at herself, and then at her companions. Pinkie Pie was sitting on the ground grooming herself and Fluttershy was walking around as if looking for something.

“Guys, how is it?” Sunset asked, her voice hitting their ears directly.

“Everything is fine,” Rarity said, “It's kind of strange being knight in real world.”

“I love this!” Pinkie Pie cheered, “I totally have to show this to Cheesie! He won't be able to take his hands off me, nya!”

Rarity shook her head and then turned to Fluttershy, who was already walking off.

“Fluttershy, where are you going?” Rarity asked.

“To find Twilight,” Fluttershy stated, “She's somewhere here, right? I have to rescue her.”

“We don't know what's here,” Sunset said, “I know there's something there though.”

Pinkie Pie's ears twitched, and she lowered them to the ground to listen, “I hear something. It sounds like a machine.”

“Where is sound?” Rarity asked.

“It's in that direction,” Pinkie Pie said pointing to their left, “It's pretty close,” Fluttershy immediately took off, running in that direction, “Fluttershy!”

“Proklyat'ye!” Rarity swore. She and Pinkie Pie ran after her, the three of them stopping right outside of the forest. Ahead was a large building like a factory.

“Guys, what are you looking at?” Sunset asked.

“It looks like factory,” Rarity said, “Not our factory, but… er… you understand, dah?”

“Yeah, I know what you're saying,” Sunset said. She had to admit, she was still getting used to Rarity's accent, as English was clearly not her first language. Still, she was comprehensible enough.

“Is that where Twilight's bein held?” Applejack asked.

“Not too sure yet,” Sunset said, “I won't be able to see what's in there until someone is inside.”

“Then that's what I'll do,” Fluttershy said, shocking Sunset.

“Fluttershy,” Sunset said in a warning tone. Apparently she didn't listen, because on her radar, Sunset saw the green arrow that was Fluttershy running forward, “Fluttershy, no!”

Back in the forest, Fluttershy ran to the factory. As she ran, Rarity and Pinkie Pie saw security cameras moving to look at her, some of them with guns hooked to them.

“Rarity!” Pinkie Pie cried pointing to the cameras.

“Sunset, our powers work like Lyoko, dah?!” Rarity asked.

“Yeah, just like in Lyoko!” Sunset said.

“Perfect!” Pinkie Pie said. She ran out on all fours and jumped up to one of the cameras, “Homing Attack!” she shouted, rolling into a ball and hitting a camera destroying it. She followed that up by hitting two more with Homing Attacks.

Rarity created a platform in front of her, jumped on it, and used it to throw herself into the air toward two security cameras. She slashed both of them with her sword slicing them in half, and then landed right in front of the door to the factory.

“So much for sneaking in,” Rarity groaned.

“We need to find her fast!” Pinkie Pie said, “Before she gets ambushed by the boss of this area!”

The two girls ran into the metallic building, hoping that Fluttershy would be safe.

The click of Fluttershy's heels echoed in the halls as she ran through the facility. She hadn't seen any humans anywhere.

“Twilight!” Fluttershy called out, “Twilight, I'm here! Twilight!”

“Fluttershy-” Sunset said before being cut off.

“Twilight, where are you?!” Fluttershy continued, tears welling up in her eyes, “Twilight! Twilight!”

“Fluttershy, behind you!” Sunset exclaimed. Fluttershy turned around and saw what looked like a robot of some sort pointing a gun arm at her. It fired at her, knocking her to the ground.

Fluttershy: 75% sync rate

“Let… her… go…!” Fluttershy said forcing herself to her feet, “Let… Twilight… go!”

Three more robots walked into the hall, trapping the angelic teen who was slowly losing control of her emotions.

“Fluttershy, calm down,” Sunset said, “You might be able to take cover if you take out the ones behind you and-”

“NO!!!” Fluttershy screamed, “I'm not running! I refuse to run away! I'm not leaving this place without Twilight!” Fluttershy summoned her bow and engaged the robot soldiers, screaming in rage as she fired.

Back in Lyoko, Rainbow Dash and Applejack were getting worried. They heard that Fluttershy was losing it in the factory, but they couldn't join in to help.

“Damn it!” Rainbow Dash swore, “What's going on out there?!”

Applejack turned around and gasped, “Dash, look out!”

Applejack pushed Rainbow Dash to the ground just in time as a white blast shot at them. Said blast missed and hit the Argo instead, but thankfully its shield protected it.

“So, this is how you found this place,” Applejack and Rainbow Dash looked and saw Twilight sauntering over to them. Her form still converted to match XANA, and she was flanked by two krabs.

“Twilight!” Dash called out.

“No, that ain't Twilight,” Applejack said darkly, “That's XANA.”

“Very good, Applejack,” XANA said clapping, “Do you like my new look, children?”

“Twilight's always beautiful!” Applejack said, “She'd look better without you controllin her!”

“Well, how about we agree to disagree on that,” XANA said, “I happen to like how she looks with my make over.”

XANA walked toward the Argo. Applejack and Rainbow Dash stood in her way, but XANA held out her hand launching white blasts at both of them knocking them away.

Applejack: 60 HP

Rainbow Dash: 60 HP

“Guys!” Sunset called out.

“Ooh, this is pretty,” XANA said looking the Argo over, “Very nice craftsmanship. I bet it would be terrible if someone were to destroy all of this hard work,” XANA turned to the krabs and snapped her finger, “Rip it to pieces.”

“No!” Sunset called out, “Guys, you have to stop XANA! If we lose the Argo, I can't pull you out!”

“We'll take care of it!” Applejack said pulling out her laser pistols. She put them together into her shot gun and fired at XANA, who seemed to have already mastered Twilight's incredibly flexible body, as she had no problem flipping out of the way of Applejack's shots.

The krabs proceeded to fire at the Argo, but Rainbow Dash threw a kunai at one damaging it. Both krabs turned to Rainbow Dash and proceeded to fire at her.

“Super Sprint!” Dash said sprinting around the krabs. As she ran out of the way of their shots, XANA stopped flipping around, charged up a strong attack in her hands, and then fired it at Rainbow Dash, knocking her down.

Rainbow Dash: 0 HP

“Shit!” Applejack swore looking at Rainbow Dash as she devirtualized.

Rainbow Dash's scanner opened, revealing a pissed off Rainbow Dash.

“Damn it!” she shouted slamming her fist on the side.

Back in the computer room, Sunset was frantically typing when Rainbow Dash returned to the computer room.

“How bad is it?” Dash asked walking over to Sunset.

“Terrible,” Sunset said simply, “Fluttershy is going postal right now, and Applejack is the only one who there to defend the Argo!”

“Can you go in?” Rainbow Dash asked.

“I do have a program that will transfer me to where the Argo is, but-”

“Just show me what to do, and I'll handle the rest,” Dash said. Sunset nodded and pulled up the program.

“Just transfer me using the Argo as an anchor!” Sunset said, “While I'm there, get in touch with everyone still in the real world and let them know! We have to abort this mission!”

“Got it!” Dash and Sunset switched places and the latter ran to the elevator going down to the scanner room. Sunset sent Dash a text letting her know when to start, “Transfer Sunset!”

Sunset Shimmer ran into the scanner, and it closed behind her.

“Scanner Sunset!” Dash continued, connecting Sunset Shimmer with her demon avatar, “Virtualization!”

Dash pushed the enter key, and Sunset vanished from her scanner, pulled through a secure circuit leading to the Argo.

Right outside the Argo, Sunset rendered above the fight. First thing she did as she dropped down was pull out her laser whip and thrust the red laser into a krab killing it. The second krab started firing at Sunset, but she jumped away and flew around the monster as it fired.

XANA kicked Applejack back snapped her finger. Three tarantulas rendered and began firing at the Argo as well.

Applejack fired at XANA in the side knocking her to the ground.

Twilight: 70 HP

Applejack stood over XANA and pointed her gun at her head charging it up. XANA looked up at Applejack, smirked, and then started sparking. A second later, XANA's entire demeanor changed, and she looked up at Applejack panicked.

“Applejack!”

“Wait, Twilight?!” Applejack shouted, “Ah don't believe it, but… how are ya…?”

“Applejack, you have to help me!” Twilight begged, tears falling from her eyes, “XANA, he's-”

“Shh…” Applejack said throwing her gun to the side and embracing her best friend, “It's alright. We're gonna fix this, somehow. Ah promise.”

“Applejack…!” Twilight said returning the embrace. Applejack didn't notice, but Twilight's body sparked again, and she smirked evilly. Sunset flew within range and saw that.

“Applejack, let go of her!” Sunset shouted, “That's not Twilight anymore!”

Applejack reacted too late, and XANA charged up her hands and fired a sharp beam through Applejack.

Applejack: 0 HP

“Damn you… XANA…” Applejack said as she devirtualized. XANA dusted herself off and stood up, sauntering over to Sunset, making a note to exaggerate the sway of her hips.

“That was fun,” XANA said, “I wish you could hear Twilight's sobs right now. They're priceless.”

“That was a dirty trick, XANA!” Sunset said cracking her whip, “I should take you out right now!”

“You'd like that, wouldn't you?” XANA said, “The problem with that though, is that you'll only be hurting Twilight. This isn't like what I did with Selene or Rarity. Twilight herself isn't corrupted. All I did was convert her body into an avatar for my use.”

“Convert…?” Sunset asked, “You mean…”

“That's right, Sunset Shimmer. Twilight Sparkle is completely awake right now. She can see, and hear everything that's going on. Would you like to see her?” XANA sparked again, switching to Twilight who immediately buried her face in her hands crying.

“Twilight?” Sunset asked slowly.

“I didn't mean to do any of this!” Twilight sobbed, “I can't control my body!”

“Twilight, I understand,” Sunset said, “Like Applejack said, we're going to fix-”

“It's impossible!” Twilight shouted, making Sunset step back, “XANA won! There's nothing you can do! He has all the cards now! I'm sorry Sunset! I'm so sorry!”

“He hasn't won! Not yet!” Sunset said stepping forward, “I don't know how, but we will-”

“Don't touch me!” Twilight said shrinking back, “XANA is still here! He's watching all of this! He can reconnect to me anytime he wants!”

“Twilight, he wants this!” Sunset said, “He wants you to be afraid of him! He is winning right now, because you're so terrified of him!”

“Sunset…” Twilight sobbed. She screamed as XANA's electricity engulfed her, and then looked up at Sunset with a sinister smirk, “Did you enjoy your talk?”

“XANA…!” Sunset seethed.

“Monsters, destroy that eyesore of a vessel!” XANA commanded, “Leave Sunset Shimmer to me!”

The monsters began firing at the Argo again. Sunset turned to them about to slash at them, but XANA fired a white blast at her back knocking her to the ground.

Sunset: 80 HP

“Hey Dash, how's it going concerning Fluttershy?” Sunset asked rising to her feet.

“Give me a minute,” Dash said typing on the computer, “I'm having a hell of a time out here with this new stuff.”

Pinkie Pie and Rarity ran deeper into the facility, following the line of ruined robot soldiers. When they reached a large open area of the factory, they saw Fluttershy whacking one robot with its own arm. The robot was long deactivated, and poor Fluttershy had a manic expression on her face.

“Fluttershy…?” Pinkie Pie asked covering her mouth in horror. Rarity pursed her lips and walked over to Fluttershy. Right when Fluttershy was prepped to hit the robot again, Rarity grabbed her arm stopping her.

“LET ME GO!!!” Fluttershy screamed, “LET ME GO!!!!”

Rarity pulled Fluttershy off the robot and wrestled her to the floor, holding her wrists down and sitting on top of her.

“Hvatit!” Rarity shouted, “Would you look at yourself! How is any of this helping Twilight!”

“Twilight is-” Fluttershy started.

“Twilight isn't here!” Rarity stated, “There aren't any humans here! This is just automated assembly line! We could have been gathering information here, working to get closer to saving Twilight, but instead you rush off on your own and throw tantrum like child, possibly endangering everyone back in Lyoko!”

Fluttershy's eyes filled with tears, “I… just want Twilight back…”

“I know,” Rarity said, her expression changing to one of somber understanding, “And we will rescue her, but we have to take our time, and work together, as team.”

Pinkie Pie sighed in relief, but then her ear twitched and she turned to the door, “Um, guys! Mob battle coming!”

Rarity and Fluttershy stood up and saw more robots entering the room, pointing their cannon arms at the three of them.

“There's no end to these things!” Rarity said pulling her sword out.

“Hey! You guys need to get back to the Argo!” Dash said from the real world, “XANA is using Twilight's body to destroy the ship! Sunset Shimmer needs help!”

“Sorry Rares, but Ah was careless an' got taken out,” Applejack said somberly, “Y'all need ta come home.”

“Dah,” Rarity said, “We're on our way home.”

“Translate Fluttershy! Translate Rarity! Translate Pinkie Pie!” Dash shouted, the three girls vanishing from the factory just in time. The three of them reappeared back in the Argo in Lyoko, and saw Sunset flipping out of the way of XANA's attacks.

“Twilight was… here…” Fluttershy asked, a shamed expression on her face.

Fluttershy moved the Argo out of the way of the assault. Sunset looked up with a relieved smile as she was hit with XANA's blast.

Sunset: 0 HP

As Sunset Shimmer devitualized, XANA met eyes with Fluttershy as the Argo flew away.

“I'll save you Twilight,” Fluttershy said, “I promise.”

The Argo flew to the edge of the sector, and then dropped into the digital sea, making its way back to the original Lyoko.

“Hmph, game over I guess,” XANA said turning around and sauntering off, “Starlight, devirtualize Twilight.”

“Yes, Master XANA,” a female voice said from out in the real world. Twilight's body vanished in black mist, leaving a red wire frame before vanishing from Lyoko completely.

“An army of robots, huh?” Applejack asked once they all got back to the factory, “That's concernin.”

“It looked like they were working for a while,” Fluttershy said, “XANA probably had that Lyoko made months ago.”

“So is XANA planning on starting a robot apocalypse or something?” Rainbow Dash asked, “If so, that's really cliched, don't you think?”

“Dah, but it's effective,” Rarity said, “If XANA sends army, we're doomed. It's just six of us, after all.”

“How was Twilight?” Pinkie Pie asked.

“About as good as you'd expect. Poor thing is traumatized,” Applejack said.

“He said he converted her avatar,” Sunset said, “Essentially making it so Twilight's body's only function is to be a body for XANA to control like a puppet. As scary as it is, when he's using Twilight like that, we're seeing the real XANA more or less.”

“So he's just as smug as I thought,” Dash said, “Damn it! If he wasn't using Twilight's face, I'd punch it so hard!”

“So, what's next on the agenda, girls?” Applejack asked, “We got Lyoko back fer the most part, but now we don't know what ta do 'bout Twilight. We don't even know where she's bein held.”

“And looking at this,” Sunset said, “Finding out where she's being kept is like finding a needle in a haystack. We're looking at over a hundred replicas just like that one.”

“Out of all of them, Twilight's in one of them?” Pinkie Pie asked looking at the screen.

“Yep, but good luck finding it,” Sunset said rubbing her eyes, “Damn. He's got us good.”

“We can't give up,” Rarity said, “Twilight is counting on us. For now, I say we gather information on other Lyokos, and tag as many of them replicas as possible.”

“XANA's going to be using his Lyokos to launch attacks now, right?” Dash asked, “Then we need to tag as many of his Lyokos as we can.”

“We also need to figure out what he wants in the network,” Fluttershy said.

“This is where things are going to get really tough,” Pinkie Pie said, “I think this time we're hitting the final dungeon.”

“Guys, Pinkie Pie is right,” Sunset said, “Things are just going to get tougher from here on out. Our chances of winning this are slim to none. Even still, we have to win this.”

“We will,” Fluttershy said, “As long as we… work together.”

She looked at Rarity, who nodded with a smile.

“We got school tomorrow,” Applejack said, “Let's get some rest an' prepare fer the big day.”

“Back to leading a double life,” Dash groaned as they all left the computer room, “Super heroes make it look so much easier.”

As they all left, Fluttershy lingered for a little longer and looked at the computer. Sunset lightly took her hand squeezing it, and the two of them followed the group into the elevator.

Back in Canterlot High, a shapely woman in a white nurse's uniform was setting up her office. Tomorrow was her first day at work, and she just finished unpacking everything. The last thing she unpacked was a small portrait. A portrait of her favorite people in the whole world. A portrait of herself, her fiance, and the girl she babysat years ago.

Twilight Sparkle.

Ending Theme: Can't Fight the Moonlight

24: Guardian Angel

Theme Song: A World Without Danger

24: Guardian Angel

“Trixie told you idiots to not eat so fast!” Trixie fussed walking Snips and Snails to the nurse's office, both boys were holding their stomachs and looking rather sick.

“We're sorry, Great and Lovely Trixie,” Snails said, “But it's not that big of a deal, right?”

“Not that big of a deal?! Thanks to you two, Trixie has to escort you instead of questioning Twilight's friends!” Trixie folded her arms, “Something fishy is going on with them.”

“Are you still upset that Twilight didn't tell you about her trip to France?” Snips asked.

“Of course Trixie is upset!” Trixie shouted turning to Snips, “She and Twilight are the best of friends! Twilight tells Trixie everything! She wouldn't just leave for France and not at least contact Trixie!” Trixie pulled out her cellphone, “Also…” she pulled up Twilight's number and tried to call it.

The number you have dialed is not in service. Please check the number, and dial again.

“Maybe she was abducted by aliens or something,” Snails suggested, groaning as his stomach started churning. Trixie slapped Snails in the back of the head.

“This isn't a joking matter!” Trixie shouted before turning to the nurse's office. Snails looked down dejectedly.

“I was serious, though…” he said sadly, his friend patting him on the back.

When the three of them walked into the nurse's office, everything stopped. They had heard that with Miss Redheart being transferred to Crystal Academy, they'd be getting another nurse. The woman sitting in the office though, was absolutely stunning.

As in, both Snips and Snails had hearts in their eyes, probably hearing saxophone music playing levels of stunning.

The woman looked to be in her mid twenties. She had really long purple, hot pink, and golden hair, sharp yet friendly purple eyes, and was built as close to Jessica Rabbit a real woman could get and still look natural. She wore a skimpy white nurse's uniform that looked almost like it came out of the fetish store, matching cap, and white high heeled boots. For make up, all she wore/needed was red lipstick.

She turned to the group and smiled, “Let me guess, food poisoning?” she said, her voice sounding almost too regular and friendly. It just added to how beautiful she was.

“Um… not Trixie,” Trixie said pushing Snips and Snails into the room, “These two ate too quickly and ended up getting sick.

The woman smiled warmly, “Well, why don't you all sit down and I'll take care of you, hm?”

“T-thanks miss…” Snips said. The nurse giggled.

“Please, just call me Cadance,” the nurse said. As Snips and Snails sat down on hospital beds, Trixie walked around the office looking around. She stopped on a portrait of Cadance with two other people that had her surprised.

Twilight and her older brother Shining Armor.

“You… know Twilight…?” Trixie asked Cadance as she walked over to a medicine cabinet.

“Know her? Along with Celestia and Luna, I practically raised her,” Cadance said, “I was her babysitter when she was little, and currently I'm marrying her big brother. Are you a friend of hers?”

“Twilight is Trixie's best friend,” Trixie said rubbing her arm.

“I see. You're the one she told me about who's into esoteric science and spirituality,” Cadance said, “I could tell because she said you were a real character.”

“Well, Trixie is a star,” Trixie said waving her hair, “She must stand out at all times.”

“I can see why Twilight likes you so much,” Cadance said, “I'm sorry she's not here for Spring Semester.”

“Did she get in touch with you…?” Trixie asked slowly, afraid of the answer.

“No actually,” Cadance said sadly, “Are you concerned about her?”

“It's just… I thought Twilight and Trixie were close,” Trixie said tearing up a bit, “Why would she leave without telling Trixie anything.”

“I'm sorry hun,” Cadance said walking over to Trixie and hugging her, “Believe me though, Twilight wouldn't just not contact anyone without a good reason. I'm sure Twilight believes in your friendship, and if she could reach you, she would.”

If Trixie didn't know better, it sounded almost like Cadance knew more than she let on, and was trying to comfort her. It worked, but it also made Trixie want to know even more if Twilight was okay. She was going to get to the bottom of this, one way or another.

Even if she had to corner one of her other friends in order to get the answers she needed.

“Ugh, school is just as annoying as I remember it,” Dash groaned walking with Pinkie Pie and Rarity to the cafeteria. With their slightly altered schedules, the three of them had the same science class now, which was right before lunch. Luna said that she made it so the six of them would all still have the same lunch, so that was nice.

Having someone in faculty on their side was really helpful.

“I enjoyed coming back to school,” Pinkie Pie said perkily, “I got to see all of my friends again, and this time Cheese Sandwich is my science partner.”

“Mm hm,” Rarity said, her focus on the little electronic advice she had been taking care of since the semester began.

“What the hell is that, anyway?” Dash asked, both she and Pinkie Pie looking over Rarity's shoulder. Said electronic device was a tiny game featuring an adorable purple dog.

“Oh! Oh! I know what that is! That's a VR pet!” Pinkie Pie exclaimed.

“Dah,” Rarity said.

“I didn't know you were into these things,” Dash said.

“I'm not,” Rarity said, “At least, this little guy isn't mine. He actually belongs to Twilight.”

“Wait, Twilight has a VR pet?” Dash asked.

“She and I picked him out together,” Rarity said, “It was a little before semester ended. She really wanted one, but didn't have money at time, so I bought him for her.”

“These things cost a fortune though,” Pinkie Pie said, “I hear their super advanced. Don't they react to your voice?”

“Dah,” Rarity said, “Spike, stoyat!” the virtual pet, apparently named “Spike”, stood up on his hind legs, “Molodets Spike. Now, lyezhat!” Spike got back on his four legs, “Sidet!” Spike sat down, “Molodets Spike! Molodets!” Rarity pushed a button, making a dog treat appear in front of Spike, who barked happily and ate said treat.

“You did not teach Twilight's VR pet Russian,” Dash said deadpanned.

“VR pets are designed to learn up to ten different languages,” Rarity explained, “Besides, as long as Twilight's voice is still registered, everything is fine. You don't expect me to take care of him and not be comfortable in native tongue, do you?”

“I think its cool,” Pinkie Pie said, “This will make Spike really well rounded. Is he close to evolving yet?”

“Evolve?” Rarity asked, “Oh, right, I'm not sure. I've been taking very good care of him, so maybe.”

“Well, he's cute as is,” Pinkie Pie said, “Aren't you, Spikey?” Spike looked at Pinkie Pie and barked happily, “He likes me! He really likes me!”

The three of them walked into the cafeteria, Applejack, Fluttershy, and Sunset already sitting down at their table. Sunset had her laptop computer out and was putting as much focus as Rarity was giving Spike.

“Heya everyone,” Applejack said when they stepped in, “Ah see Rares is still obsessed with Spike.”

“It's calming,” Rarity said walking over to Applejack. She kissed her and then sat down, once again putting her entire focus on the VR pet.

“So, did we miss anything?” Pinkie Pie asked as she and Rainbow Dash sat down next to Fluttershy.

“Sunset's tryin ta narrow our search,” Applejack said.

“That way we don't have to keep searching around randomly for Twilight?” Dash asked, “Thank you! I wanna find Twilight as much as everyone else, but I'm not okay with searching through ONE HUNDRED replica Lyokos!”

“Well, sadly we still need to search through at least ninety,” Sunset said, groaning and leaning back in her chair, “No matter what I do, I can't narrow the search any more than this!”

“What if we scan for Twilight's virtual signature?” Pinkie Pie asked.

“We tried that,” Fluttershy said softly, “Unfortunately, XANA must be keeping Twilight somewhere in the real world when he's not using her body.”

“An' since the super scan don't pick up towers outside of Lyokos we haven't tagged yet, we can't use that either,” Applejack said, shaking her head at how focused her girlfriend was on Spike, “We need a means of trackin places that Twilight's been.”

“Hey, maybe we should have Spike search for Twilight,” Pinkie Pie said, “He's a dog, right? Maybe have him search for her virtual scent.”

“Pinkie Pie, Spike isn't real,” Sunset said rolling her eyes, “He's just a video game character.”

“But when we enter Lyoko, we become video game characters,” Pinkie Pie pointed out.

“Yeah, I guess,” Sunset said, “But he's a video game character even in the real world. Besides, even if he could be used in Lyoko, I doubt Rarity would be happy with that.”

“Hm?” Rarity asked finally looking up, “Did you say something to me?”

Everyone laughed, even Fluttershy managed a slight giggle.

“Hey, why don't we ask Luna and Discord for help?” Dash asked, “Didn't they say that the final Architect was supposed to be here?”

“Proteus,” Applejack said, “Ah think they said her name before, but Ah fergot it sadly.”

“Chrysalis Sullivan,” Sunset said pulling up her information on her laptop, “By now, she'd be about twenty-seven years old. It says here she vanished ten years ago. I have her picture right here.”

Everyone looked at Sunset's screen, Fluttershy being the only one not shocked by the extremely sexy woman on the screen. With her really long straight green hair, black dress, and somewhat gothic looking make-up, she had a really exotic appearance.

“Her style is… er… interesting…” Rarity said, apparently trying to not say something else.

“Chrysie did have a really odd style,” Fluttershy said, “But she was really affectionate. I'd say her only vice was that she…” Fluttershy hid behind her hair, “Let's just say she… got around, if you get it.”

“So… she was a slut,” Dash said, getting sharp looks from everyone, “What? She said it first.”

“No, it's fine,” Fluttershy said, “She knew what she was, but she didn't care. She would joke saying that she needed “love” in order to survive.”

“Sounds like you two were really close,” Pinkie Pie said.

“W-well, she did reach out to me,” Fluttershy said, “I think back then I was still too depressed about losing my mother to return her advances though.”

“Would you recognize her if ya saw her?” Applejack asked.

“I don't know,” Fluttershy admitted, “Discord told me she went into the witness protection program after the incident, and she was always really good at making herself look like anyone. If she doesn't want to be found, we're not finding her.”

“Searching for her would put her in danger,” Sunset said, “We already lost one Architect to XANA. Let's avoid giving him another.”

“Sunset is right,” Applejack said, “We got Selene an' Chaos on our side. We'll let Proteus reveal herself when she's good an' ready.”

“I'll talk to Discord,” Fluttershy said, “I have a free period after lunch now, so I can go see him.”

“You have free period now?” Rarity asked, briefly looking up from her virtual friend.

“Y-yes,” Fluttershy said somberly. Rarity nodded to herself and went back to Spike. It looked like she was thinking about something, and even Spike tilted his head on the screen.

Please… don't do this…

Now Twilight, don't you wish to see your friends?

You have me… Why are you torturing them…?

Because it's fun. Also, I don't want to take any risks. Your friends, especially Fluttershy, they could still pose a problem.

No they can't! No one can stop you! You're just doing this to hurt me!

Yes, you caught me. I mainly wish to hurt you. But your friends CAN threaten me. You are merely broken. Your will to fight me has died, so you've given up. Not them though. That is why they threaten me.

I hate you XANA… I hate you so much…

The feeling is mutual, Twilight Sparkle. Oh look, we've arrived at our destination.

In the scanner room, a single scanner closed and activated. After a second, the scanner opened, and Twilight stepped out of the scanner with a sexy stride. She stretched a bit, but then shifted uncomfortably.

“How on earth do you breathe, Twilight Sparkle,” XANA said, “Okay, first order of business, we need to change into something a little more comfortable.”

XANA sauntered to the elevator, taking it up to the top floor.

After lunch, Fluttershy walked through the halls to search for Discord. Her heart was really heavy, as it had been since Twilight was taken from her. Sure, she had her random moments of happiness, but most of the time the whole world just felt dark and dreary to her.

By now, her memories had completely returned. That played a part of why she was like this. She and her mother were really close, and her death was really sudden. Fluttershy lost a good deal of enthusiasm for life after that, but her father took really good care of her and was always her hero.

Then XANA took him away from her, and she was left alone.

She felt guilty though, because she wasn't alone anymore. Now she had friends her age, and a lot of them. They supported her, and took care of her now that she was an orphan. They were her family now. Yet even still, she was afraid that XANA would do something to take them away from her too.

Fluttershy reached the back of the school where Discord usually stayed when he wasn't working, but saw that he wasn't alone. That new nurse, Cadance, was sitting with him. It looked like they were having a serious conversation.

Fluttershy didn't want to bother them, since it looked like they were having an important discussion. She sighed and decided to instead go for a walk.

Great, now what was she going to do with her time? She had a whole free period now with nothing to do. When she got her new schedule, she was happy to see that both she and Twilight had the same free period. She could have used this period to reconnect with Twilight.

Instead, this period was just a harsh reminder of what she lost, and the person who she wanted with her right now.

Fluttershy walked to the nearby park and sat down on a bench, where she found herself unable to hold in her tears. She let Twilight down. She promised to always protect Twilight, but she let her depression get the better of her. Even now she was unable to do anything for her.

“I hate myself…” Fluttershy sobbed hugging herself, “I… I… I'm horrible! All I do is put everyone I love in danger! I wish I were dead! Then I could stop hurting the people I love!” as she completely broke down, she didn't notice the person walking over to her bench.

“Um, excuse me,” a kind male voice said. Fluttershy slowly looked up and saw a gentle looking man with long white hair, wearing a white suit shirt, dark gray pants and matching vest, red tie, and dress shoes standing over her with a concerned expression.

“Oh… um…” Fluttershy didn't know what to say.

“I don't mean to intrude, but I happened to over hear a bit of what you were saying,” the man said.

“I'm… sorry…” Fluttershy said, now feeling silly.

“You don't have to apologize,” the man said kneeling down, “I was merely concerned when I heard that you wished you were dead.”

“W-well, it's true…!” Fluttershy said looking away, “Lately, just being alive is causing the people I love pain! I must be a terrible person!”

“And… why is it you feel like you're causing people pain?” the man asked, “Did you do anything to hurt anyone?”

“Not… consciously…” Fluttershy admitted, “But someone really close to me is in a lot of trouble! She's hurt because I let her down! And just the other day, I ended up putting everyone else I care about in danger! Twilight… always called me an angel… but if I were an angel, she wouldn't… she'd still be…!” she couldn't finish her sentence, and instead broke down into heavy sobs.

The man sat down on the bench next to Fluttershy and wrapped his arms around her, “You clearly must love this Twilight,” he said.

“I do. She saved my life. But now she's in danger, and I can't do anything for her.”

“Have you spoken to your parents about these feelings?” the man asked. Fluttershy looked away darkly.

“My parents… died…” she said softly.

“Oh dear… I'm sorry to hear that,” the man said, “It sounds to me like you're someone who's suffered a lot, and Twilight was someone who brought about a certain light in your world.”

“She was,” Fluttershy trembled as a fresh wave of tears built up, “But I couldn't save her! I couldn't do anything! And now I'm just hurting everyone else around me! I'm a terrible person!”

“No, that's not true at all,” the man said, “In fact, I'd say that you're the opposite. Even though your life has been filled with nothing but suffering, you still care about those around you, even more than yourself. I can see why Twilight called you an angel. Your state of mind is one of protecting what you have left, is it not?”

“Yes…!” Fluttershy sobbed, “I don't want anyone else to die or to be taken away!”

“However… wishing you were dead is not the way to help them. In fact, dying would probably hurt them even more. Tell me, is Twilight still alive?”

“She is,” Fluttershy said, “She's… just very far away…”

“You said that she's in danger. Are the police involved in this at all?” the man asked.

“They… wouldn't be able to help,” Fluttershy admitted, “I know it sounds odd, but this isn't something that the authorities can handle. The only one who can do anything…”

“Is… you?” the man asked. Fluttershy looked up at him, surprised by his understanding expression.

“More or less, yes,” Fluttershy stated.

“Then let me ask you this. Assuming you're right, that you're the only person who can save her, how would your death accomplish that? What good would your death do to help her?”

Fluttershy wanted to say something to counter that, but she couldn't. Truth was, when she thought about it like that, what the man said was right. If she died, they'd never be able to save Twilight. If XANA activated a tower, she was the only one who could break it's security and deactivate it. She was the only person who could tag the replica Lyokos XANA made, and she still knew more about Lyoko's functions than anyone there, including Sunset.

“I… guess me dying… wouldn't do any good for Twilight,” Fluttershy said somberly.

“I imagine right now things seem hopeless, and they might be hopeless at the moment, but as long as you're still alive, you can still do something. No, it might not be big, and it might not save your friend right away, but everything you do can and will bring you closer to saving her,” the man reached into his jacket and pulled out a card, “If you ever want to talk, this is my number. Feel free to set up an appointment.”

“Thank you sir...” Fluttershy said putting the card in her skirt pocket, “Um… I should probably get back to class. My free period is almost up and…”

“That's fine. My break is almost over too. I hope to see you again soon,” the man said.

“Yes, um… me too,” Fluttershy said. She stood up, bowed to the man, and then walked back to the school. She had a lot of thinking to do.

The man watched Fluttershy walk off, noticing that the dark air around her had lifted just a bit. Perhaps now she had enough clarity to make the right decision. He took a deep breath, and then slowly let it out.

“It's good to be helping,” he said with a peaceful smile.

The day finally came to an end, and Trixie was no closer to discovering where Twilight went. She couldn't get close enough to her friends to corner them. Well, Rarity she probably could have cornered, but that girl was still terrifying. She wasn't about to risk getting on her bad side.

So in the end, Trixie learned nothing.

“Twilight, what's going on?” Trixie asked, “Trixie is getting worried about you.”

Trixie walked past room 2-B, which was Twilight and Applejack's room, where she heard commotion. Was someone inside? Twilight was allegedly in France, and Applejack was in her fencing class with Rarity, so who was in the room?

Against her better judgment, Trixie opened the door and peaked inside, getting the shock of a lifetime. In the room, throwing clothes out of the drawers frantically, was Twilight.

“No… no… this won't do… ugh, that's too tacky!” Twilight fussed. She sounded a little odd to Trixie.

“T-Twilight…?” Trixie asked. Twilight flinched, and then slowly turned to Trixie, who did a double take. She was Twilight, but something about her seemed odd. Her eyes looked… different somehow. Like something was missing.

“Trixie!” Twilight called out running over to her and hugging her, “It's so great to see you!”

“I… don't believe it…” Trixie said trembling, “You're… here…”

“I'm so glad you came,” Twilight said tightening her embrace, “I missed you so much.”

“I… Trixie missed you too,” Trixie said returning the embrace, “Trixie heard that you were in France. You didn't call her or anything.”

“I'm sorry Trixie,” Twilight said sadly, “Something happened, and I had to disappear for a bit. Actually, I'm not even supposed to be here now. I just came to get a change of clothes.”

“Trixie can help,” Trixie said, “If you want, you can borrow some of Trixie's clothes.”

“Oh thank you so much!” Twilight said once again embracing Trixie, “You really are my best friend.”

Trixie returned the embrace, but felt really odd. It was clearly Twilight she was talking to. It looked like her, sounded like her, but something was there. It was almost like someone else was using Twilight's voice, and whoever that person was…

They scared Trixie, a lot.

Rarity was, as usual these days, tending to Spike. Truth was, it was therapeutic for her. Her therapist had suggested that she find a hobby that was relaxing, that way she could deal with her anxiety in a constructive manner. With how tense things had gotten at home, she needed something like this. She already had a cat, but cats were way more independent, so Opalescence didn't need her as much as a dog did.

/I wish you were a real dog, Spike,/ Rarity said in Russian, /I could really use the companionship./

Spike, as usual, looked at Rarity tilting his head as if listening, but then barked happily. Rarity knew that it was just a programmed response, but it felt nice to pretend that he could actually hear and understand her.

Rarity heard a familiar laugh up ahead. She looked in front of her and saw Trixie walking back to her dorm room, but with Twilight next to her! No, with how exuberant she looked, and the way she was walking, that wasn't Twilight.

That was XANA.

She couldn't alert them of her presence. There was no telling what XANA would do to Trixie if she revealed herself too soon. Instead, she pulled out her phone and sent everyone a quick text message, and then looked at Spike shushing him.

“Tiho,” Rarity said, commanding Spike to stay quiet. Ever the obedient dog, he just looked up at her happily, not barking in the slightest. Rarity hooked Spike to her belt, and then proceeded to stalk Trixie and XANA.

Trixie was surprised by the outfits that Twilight seemed to gravitate toward. Shorter skirts, and lower cut tops. Twilight usually went with more modest attire; the shortest skirt Twilight ever wore went to her knees. Yet the skirt she picked out wasn't even half as long.

It just screamed to Trixie that something was wrong.

“So, how do I look, Trixie?” Twilight asked presenting herself to Trixie, now wearing a purple skirt that came down just to the bottom of her rear, and a shirt very similar to her usual one, just unbuttoned halfway, so her generous cleavage was free to breathe.

Trixie didn't know Twilight was actually so top heavy.

“Trixie thinks you look great,” Trixie said awkwardly, “It's just…”

“Yes?” Twilight asked.

“Is everything okay? You're acting a little… different than usual, Twilight.”

Twilight rolled her eyes, “Yes Trixie, I'm fine. You don't have to worry about me,” Twilight smiled suggestively, “I'm not giving you any weird feelings, am I?”

Honestly, yes she was. That smile was unsettling. It was like looking at the devil itself.

“T-Twilight, where did you go?” Trixie asked slowly.

“Do you want to see?” Twilight asked walking over to Trixie, “I can show you where I was. I can trust you, right Trixie? After all, we're best friends, right?”

“R-right,” Trixie said, “You can trust me.”

“Good,” Twilight said with an almost sinister smirk, “But first, I need to take care of something.”

In the newly constructed Desert Sector, red electricity moved through the wires to a tower. Said tower's aura changed to red.

Sunset, Rainbow Dash, and Applejack were making their way to the dorm building when Sunset's laptop went off.

“Super scan?” Rainbow Dash asked as Sunset pulled out her computer.

“Yeah,” Sunset said opening her computer, “Just what we needed too.”

TOWER ACTIVATED

LOCATION: DESERT SECTOR

25 LAT, 13 LONG

“Why's he usin a tower in our Lyoko?” Applejack asked, “He's got a hundred of his own.”

“That is strange,” Sunset said, “But it might tell us a bit about how XANA works. That's later though. I'll get in touch with Fluttershy. Find Pinkie Pie and Rarity, and send them to the factory!”

“Got it!” Applejack said. Sunset packed up her computer and ran to her motorcycle, pulling out her phone.

“Fluttershy, a tower just activated in our Lyoko!” Sunset said.

“What? But… why did…” Fluttershy asked slowly.

“Applejack asked the same thing, and believe me, I plan on figuring that out. For now though, where are you?”

“I'm close to where Rarity is, I think,” Fluttershy said.

“Good, retrieve her and come to the factory!” Sunset said hanging up. She got on her motorcycle, put on her helmet, and drove off to the factory. While waiting for the others and searching for any specter activity, she could learn a thing or two about XANA.

“Twilight, what are you doing?” Trixie asked stepping away from Twilight, who was now sparking with red electricity.

“You said you trusted me, Trixie,” Twilight said, “I just want to bring you to my side. That way, we'll never be apart again,” she laughed maniacally, “DOESN'T THAT SOUND GREAT, TRIXIE?!”

Trixie noticed something odd glowing in Twilight's eye. It was a symbol. Something that looked a bit like an eye itself. She didn't know what that meant exactly, but she at least knew one thing.

“You…” Trixie said backing away, “You're not Twilight, are you?”

“Oh, this is Twilight,” she said, “However, you're right that the one you've been speaking to isn't. I didn't lie though, about reuniting you with her. Lying isn't in my programming.”

“Your programming…?” Trixie asked, “What are you? What did you do to Trixie's friend?!”

“I just made a few improvements to her,” the entity controlling Twilight said, “Now come, Trixie. I'll let you talk to her once you've been converted into an avatar for me as well. You two will get to share the same cell and everything.”

Realizing that she was in a lot of danger, Trixie ran to the door. Twilight held her hand out shooting electricity out at the door closing it. Twilight then grabbed Trixie and threw her onto the floor and stood on top of her holding her down as she struggled.

“What's the matter, Trixie?!” Twilight asked, “I thought you wanted to see your best friend again!”

“NOOOO!!!!!!!!” Trixie screamed at the top of her lungs as a black mist came out of her computer.

Rarity reached the door just as it closed and began tackling it to open it.

“Rarity!” Fluttershy screamed running over to her.

“Trixie is trapped in room with XANA!” Rarity said, “I think he's going to make her same as Twilight!”

“No he won't!” Fluttershy said stepping away from the door, “I won't let XANA hurt anyone else!” she screamed and charged into the door, actually breaking it open. Inside they saw Twilight/XANA standing over Trixie holding her down, a specter about to enter her.

Something within Fluttershy snapped, and she lunged at XANA pushing her away. Rarity took that as her chance to pick up Trixie and pulled her to her feet, but the specter lunged at them. Trixie screamed again, but Rarity pushed her out of the way, causing the specter to fly into her instead.

“RARITY!!!” Fluttershy screamed, as Rarity began sparking and shifting in and out like a static projection before falling to the floor limp. It looked like something hit the VR pet too, as its screen was flickering on and off and showing odd characters. Trixie did the smart thing and ran out the room.

XANA kicked Fluttershy to the ground and scowled at her, “You just don't know when to quit, do you?” XANA walked to the door, but Fluttershy grabbed her leg.

“Twilight, please! Don't let XANA use you like this!” Fluttershy urged.

“SHUT UP!!!” XANA screamed kicking Fluttershy off her leg, “Twilight finally understands how hopeless this struggle is! You'd do best to realize that yourself!”

XANA walked out of the room. Fluttershy got to her knees, but didn't rise up just yet. Instead she held her head and screamed in anguish. It was so hard to stay in control of herself and her emotions. What could she possibly do? How was she going to save Twilight and stop XANA?

A high pitched barking caught her attention. Fluttershy calmed down and turned to Rarity. She was still lying on the ground, but Spike was going crazy, barking frantically and pressing his paws against the screen of the device that was his home. Fluttershy walked over to Rarity as she stirred awake, ready for anything.

Oddly though, as Rarity sat up, her eyes didn't show the eye of XANA. Didn't the specter possess her?

“Rarity? Are you… still you?” Fluttershy asked.

“Dah,” Rarity said holding her head, “Strangely. Specter wasn't able to connect.”

“Oh Rarity!” Fluttershy said embracing her surrogate older sister, “I was so afraid! I thought I lost someone else!”

Rarity returned the embrace, and then looked down at Spike, who was now jumping up and down happily.

“Spike? Were you afraid too?” Rarity asked the VR pet, who oddly barked in response, wagging his tail. Did he just…

“Rarity, we need to get the factory!” Fluttershy said, “XANA's tower is still activated, so that means XANA can still possess someone!”

“Dah,” Rarity said, “I'll send text to Applejack to protect Trixie. Let's go to factory now.”

Fluttershy nodded, and helped Rarity up. The two of them ran out of Trixie's room, making their way to the secret passage.

Trixie ran through Canterlot High frantically, pushing through students and shoving them out of the way. On the way, she bumped unto Snips and Snails.

“Great and Lovely Trixie?” Snips asked, “What's wrong?”

“You were right!” Trixie said grabbing Snips and Snails' arms, “Twilight has been abducted by aliens! She's after Trixie right now! You have to protect Trixie!”

Behind Snips and Snails, more of that black mist shot out, this time going into them. The two freshmen boys flinched in pain knocking Trixie to the ground, but when they looked down at Trixie, their pupils turned into that symbol that was in Twilight's eyes.

“No…” Trixie begged, tears in her eyes, “Please no…! Snips…! Snails…!” the two boys grabbed Trixie and held her up turning her around as XANA walked over to her.

“I can take over anyone I want in this school,” XANA said caressing Trixie's cheek, “You can't escape me.”

“Hey XANA!” Applejack called out. She tackled XANA to the ground as Rainbow Dash and Pinkie Pie knocked Snips and Snails away from Trixie. Rainbow Dash ran over to her and grabbed her arm.

“Come with me if you wanna live!” Rainbow Dash said pulling Trixie away. Applejack grabbed a nearby broom and held it like a bow staff as Pinkie Pie backed away from the fight, never taking her eyes off of XANA.

“Pinkie Pie, go with Dash!” Applejack commanded, “Ah'll deal with XANA!”

“But-” Pinkie Pie protested.

“Ah'll be fine! Go!” Applejack ordered. Pinkie Pie nodded and ran after Rainbow Dash and Trixie. Unfortunately, Snips and Snails ran after her.

“Are you prepared to fight Twilight, Applejack?” XANA asked, “She is your friend, after all.”

“Twilight, if you can hear me, Ah'm sorry fer what Ah have ta do,” Applejack said gripping the broom tightly, “Ah gotta stop XANA no matter what though.”

Applejack swung at XANA, who did an elegant back flip out of the way, a lot like how Twilight would move in Lyoko. She shot electricity at Applejack, knocking her to the ground.

“You don't have the guts to fight me,” XANA said walking over to Applejack, “This is the problem with humans. Your icky emotions of friendship holds you back.”

Applejack forced herself to her feet and glared at XANA. Hopefully someone was on their way to the factory right now, so they could put a quick end to all of this.

The elevator opened, and Fluttershy and Rarity ran into the computer room, where Sunset was frantically at work. Interestingly, she was smiling.

“Perfect timing,” Sunset said, “I've located exactly where the activated tower is.”

“Sunset,” Rarity said, “XANA tried to turn me into specter, but it didn't work.”

“Huh, not at all?” Sunset asked.

“Nyet,” Rarity shook her head.

“That's interesting. I'll put that in my log as well,” Sunset said, “In the meantime, the two of you are heading to the Desert Sector. I'm already seeing monsters there, so brace yourselves.”

Fluttershy and Rarity nodded. Rarity handed Sunset the VR pet, and they took the elevator down to the scanner room. Sunset wished that more were going in, but for now they'd have to manage.

“Transfer Rarity!” Sunset said, closing Rarity's scanner as she entered it.

“Transfer Fluttershy!” Sunset said as Fluttershy entered her scanner, closing it immediately.

On the computer, Rarity's valkyrie avatar began rendering, “Scanner Rarity!”

Next on the computer, Fluttershy's angel avatar rendered, “Scanner Fluttershy! Virtualization!”

Sunset pressed the enter key, and the two girls vanished from their scanners, pulled into Lyoko.

In the Desert Sector, Rarity and Fluttershy rendered in the air and were dropped down onto the ground. Immediately a swarm of hornets fired at them. Rarity stood in front of Fluttershy and blocked with her sword.

“Sunset! I need Tera-Bike!” Rarity said.

“Got it,” Sunset said pulling up Rarity's Tera-Bike, “Sending your Tera-Bike now!”

Spike, oddly, was looking up at Sunset as she worked, and then seemed to look at the screen. Sunset took note, but she didn't pay it much mind. Still, VR pets had an impressive AI.

Rarity's silver and black Tera-Bike rendered next to her. She wasted no time jumping on her bike and starting it up.

“Fluttershy, let's go!” Rarity commanded. She drove off at top speed, and Fluttershy flew after her using her wings. As Fluttershy flew, she summoned her bow and turned to the hornets, preparing an arrow.

“Light Arrow!” Fluttershy called out. She killed one, but the remaining four fired at her. She managed to move out of the way of most of the assaults, but one shot hit her in the back knocking her to the ground.

Fluttershy: 80 HP

Rarity turned to her, and drove her Tera-Bike back after her. Right before she could reach her though, a tarantula fired at her Tera-Bike, knocking her to the ground.

Rarity: 75 HP

Rarity forced herself to her feet and saw two tarantulas walking in front of where Fluttershy was, blocking her. They pointed their guns and fired at her. Rarity rolled out of the way of the first wave of shots, but had to block the remaining with her sword. The blasts pushed her back away from Fluttershy.

“Nyet!” Rarity cried, straining to block the incoming attacks, backing up to the edge of the platform toward the Digital Sea.

Fluttershy sat up and looked at Rarity. She tightened her fist, stood up and pointed her light arrow at a tarantula.

“Fluttershy, look out above you!” Sunset said. Fluttershy looked up in shock, and moved out of the way just in time before another hornet laser hit her.

“Fluttershy, you have to get out of there!” Sunset said.

“But… no!” Fluttershy said shaking her head, “The tarantulas are trying to push Rarity into the Digital Sea!”

“If you get devirtualized then we can't stop this attack!” Sunset said, “I'll think of someway to save Rarity, just take cover!”

Fluttershy growled in frustration and flew off, the hornets chasing after her. As she flew, she found the activated tower, but it was guarded by three krabs and a megatank. When she tried to fly down to it, she was bombarded by lasers from the monsters.

“FLUTTERSHY!!!” Sunset screamed. Fluttershy dodged all of the attacks and found a crevice to hide in. Once inside, she fell to her knees and cried in frustration.

“Why am I so weak?!” she sobbed, “I can't protect anyone!”

“Fluttershy…” Sunset sighed. She understood her frustration. XANA was almost too smart for them. How do you outsmart a computer program? CAN you outsmart a computer program?

And for the love of God, where was the mute button for that VR pet?

Sunset turned to Spike and was about to shout at it on impulse, but noticed something odd. The cute purple dog on the screen was sparking as he barked, and his expression was serious.

“Hang on…” Sunset said picking up the VR pet, “Are you… actually sentient in there?” Spike growled, and then continued barking. He then ran deeper into the background and started pacing around, and then ran back to the screen, putting his paws on the screen and barking at Sunset.

“Fluttershy, this is going to sound crazy, but I think we can help Rarity! I need your help though!”

“I can't help…” Fluttershy said helplessly, “I can't do anything…”

“Fluttershy-”

“Nothing I do will make a difference… I should have died ages ago…!”

“Fluttershy, SNAP OUT OF IT!!!” Sunset screamed, shocking Fluttershy.

“S-Sunset…?”

“I get it, alright? This is tough.” Sunset said closing her eyes, “We're fighting against something that seems unbeatable. XANA has strategy, he has an army, he has a lot more resources than us, and now he has both Celestia AND Twilight, but there's one thing we have that he doesn't. Heart. Soul. He doesn't have any of those things. In the end, he's nothing but an automated computer program. He follows a pattern, and we can learn it. He can get smarter, yes, but he can't go against his programming. We're humans, so we can adjust, we can become better, and we can win.”

“But this pattern you've fallen into,” Sunset continued as Fluttershy lowered her eyes listening intently, “Being reckless, rushing into danger with no regard for your life, and then collapsing from even the smallest shortcoming, this pattern isn't helping ANYONE.”

“Sunset Shimmer…” Fluttershy sobbed.

“You're Twilight's angel, right?!” Sunset asked, tears falling from her eyes, “You're the one she's waiting for! Not Applejack! Not Rarity! Not Rainbow Dash, Pinkie Pie,” she closed her eyes painfully, “or… me… You're the one she's praying for! How would she react if she saw her angel giving up like this?!

“Twilight loves you, Fluttershy! She loves you, and I promise, I will bring you two back together, but I can't do it without you! You know more about Lyoko and the computer than I do! All I can do is write programs from scratch, but when it comes to applying them to Lyoko, I'm lost! I want to save Twilight just as much as you, so HELP ME!”

As Fluttershy listened to Sunset's words, she was reminded of the words from the kind white haired man from the park.

I imagine right now things seem hopeless, and they might be hopeless at the moment, but as long as you're still alive, you can still do something. No, it might not be big, and it might not save your friend right away, but everything you do can and will bring you closer to saving her.

“Sunset,” Fluttershy said rising to her feet, “Tell me what you need.”

Sunset sighed in relief from the real world, “Okay, there's a deactivated tower right above you. I need you to go there and help me write a new program. This way we can save Rarity and maybe take a step forward in winning this war.”

“Alright,” Fluttershy said spreading her wings, “I'm on my way, and Sunset?”

“Yeah Fluttershy?”

“Thank you. I… really needed that.”

“No problem, Fluttershy,” Sunset said sitting back in her chair, “Anything I can do to help rescue Twilight.”

Sunset looked down at the VR pet resting on the dashboard. She pushed a button giving Spike a treat, which he happily ate. She could sort of see why Rarity liked this thing so much. Hopefully she and Twilight wouldn't mind what she was going to do to Spike.

If all went well, they were about to get help from an unexpected source.

Back in the school, Rainbow Dash took Pinkie Pie and Trixie to a storage shed and hid there. Poor Trixie was on her knees crying her eyes out as Pinkie Pie tried to comfort her.

“What's happening to them?” Trixie asked, “Why did Snips and Snails try to hurt Trixie? What is that thing that took over Twilight?”

“It's really hard to explain,” Pinkie Pie said, “Don't worry though, our friends are going to fix this.”

“You!” Trixie said pointing to Rainbow Dash, “This is your fault, isn't it!”

“My fault?” Dash asked, “Don't forget who saved your life!”

“You knew that Twilight was abducted by that XANA person!” Trixie said, “I bet you had that Sunset girl do something weird to her! Funny how all of a sudden the six of you are best friends!”

“I don't have time for this,” Dash said rolling her eyes. Trixie shot up and gripped Dash by the collar of her shirt.

“Change her back! Change Twilight back right now!” Trixie commanded.

“Don't you think we would if we could?!” Dash shouted in retaliation, “Now shut up, before you alert those two where we are!”

Dash shoved Trixie off of her, and turned back to the door listening out. Her phone vibrated, letting her know she had a text message.

Right outside. Leave it to me.

-Chaos

“Heh, looks like the cavalry's come,” Dash said, “And not a moment too soon.”

Snips and Snails were right outside the storage shed when Discord whistled to get their attention.

“Don't you boys know that's no way to pick up chicks?” Discord said, “Girls don't like stalkers, you know.”

Snips growled and pointed his hand out at Discord, who jumped out of the way. Snails rushed over to him and began throwing punches that Discord had no trouble blocking. It wasn't the same as fighting on Lyoko, but at least here he could at least stretch his aging legs.

Applejack was thrown back out into a hallway. Students and faculty ran around helplessly as XANA stepped out and grabbed Applejack by the neck picking her up.

“I wish you could hear her,” XANA said, “The way she's screaming, begging me to stop. She says she'll do anything if I agree to spare your life.”

“Twilight… don't give XANA… the satisfaction…!” Applejack said.

“Why do you resist?” XANA asked, “I genuinely don't understand. The struggle is pointless. I've already won. You have no means of destroying me or stopping my plans. So why not just surrender?”

“Twilight's… my friend!” Applejack said grabbing XANA's arm, “Ah'll fight you… fer as long as it takes ta save her!”

“Friendship is irrational,” XANA said, “You're willing to die on the chance that you might be able to rescue your friend? How do you plan on doing that? What is your plan?”

“Ah don't know yet…!” Applejack said, “But Ah do know that Ah ain't gonna let you win XANA!”

XANA rolled her eyes, “Stupid human girl,” she threw Applejack into a locker, “Say goodbye to Applejack, Twilight. You're going to watch as I suck the life out of her.”

Just as XANA prepared herself to fire, Vice-Principal Luna rushed into her and shoved her to the ground. At the same time, Nurse Cadance ran up to Applejack and tended to her.

“Oh dear,” Cadance said, “She's badly hurt.”

“Cadance! I'm counting on you to take care of her!” Luna said getting in a fighting stance, “She's… special to me.”

“Someone who managed to soften your hardened heart?” Cadance asked tauntingly, “What is this?”

“I'd… rather not talk about it,” Luna said. She rushed over to XANA and engaged her without hesitation, throwing punches and kicks almost as good as a martial artist. Who would have thought she was actually that good of a fighter.

“Come on!” Cadance said carrying Applejack away, “She'll be fine!”

“Who… are you…?” Applejack asked.

“Someone who loves Twilight,” Cadance said, “That's all you need to know right now.”

She escorted Applejack to the nurse's office. Applejack couldn't believe it, but she had a suspicion of who this woman was. If she was right, then she better kept quiet about it for a bit.

“Alright,” Fluttershy said typing on the control panel in her tower, “I'm ready to install the new program. Is it written?”

“Yeah, it's written,” Sunset said making the finishing touches on her end, “I'm transferring the program to you to install into Lyoko.”

“How's Rarity doing?” Fluttershy asked.

“She's still on the surface,” Sunset said, “Rarity, you good?”

“Just… peachy…!” Rarity said, still blocking the assault from the tarantulas, “But if you have plan, then that would be appreciated!”

Sunset took the VR pet and hooked a USB cable to it, connecting it to the super computer. She then began typing on the computer, pulling up information on what appeared to be a cybernetic canine of some sort.

“Launching Spike program! Transfer!” Sunset said, pressing the enter key. On the VR pet, Spike barked in determination, broke up into tiny white pixels, and vanished. Sunset actually saw white electricity flowing through the USB cable into the computer.

“Well what do you know…?” Sunset asked, “Spike was real, wasn't he?”

In Lyoko, near the tower Fluttershy was working in, something rendered into Lyoko. It was a large cybernetic wolf with a sharp, purple spiny armored body with a green underside, glowing sharp green eyes that made it look ferocious, and sharp teeth. The wolf had a long tail with what appeared to be a laser at the end, sharp razor sharp claws on its paws, and standing on all fours it came up to the height of a small horse. Oddly, on its back was the eye of XANA.

Once the wolf fully rendered, it gave a loud howl that was slightly distorted like a machine's howl. The hornets flew down to the wolf and looked at it. For a second they looked like they didn't know what to do. The wolf on the other hand, targeted all four hornets.

SCANNING TARGET

SUBJECTS IDENTIFIED AS EXTENSION OF XANA

INITIATING COMBAT ROUTINE

The wolf opened its mouth, built up green fire in its mouth, and fired a green fireball at the hornets, killing one. The remaining three fired at the wolf, but it jumped away from the attacks. The wolf fired more fireballs at the hornets, killing all three.

Fluttershy stepped out of the tower and looked at the mechanical wolf in shock.

“What is that?” Fluttershy asked nervously.

“That, Fluttershy, is Spike,” Sunset said, “He's here thanks to you.”

“I… helped you make this?” Fluttershy said, walking over to Spike, who turned to Fluttershy and knelt down in front of her. She held her hand out for Spike to sniff, and he then licked her face, “I think he likes me.”

“He probably remembers you,” Sunset said, “This is Rarity and Twilight's VR pet after all. I don't know why he turned into this on Lyoko though.”

“Can he understand us?” Fluttershy asked.

“He should,” Sunset said.

“Spike honey,” Fluttershy said looking into Spike's eyes, “Rarity is in danger. Can you help me rescue her?”

Spike looked at Fluttershy intently, lowered his head as if nodding, and then took off at high speed, actually running in the direction of the tarantulas. Once they were in range, Spike rolled into a ball sort of like Pinkie Pie, but instead turned into a razor wheel and shot through the tarantulas, killing them instantly.

Rarity lowered her sword and looked at Spike as he walked over to her. He lowered his head and made a sad whining noise, almost like he was asking if she was okay.

“S-Spike…?” Rarity asked walking over to the wolf and petting him, “You came to rescue me?”

“He was going crazy,” Sunset said from the real world as Fluttershy flew down to join them, “I think whatever XANA tried to do to you instead had a slight affect on the VR pet, giving him sentience like XANA.”

“You were worried about me, weren't you Spike?” Rarity asked lovingly. Spike licked Rarity's face in response.

“Rarity, I found the tower, but I need help getting to it,” Fluttershy said.

“Leave that to us,” Rarity said. Spike lied down on the ground and looked up at Rarity, “You want me to get on back?” Rarity asked. Spike wagged his tail, still looking at Rarity. Rarity smiled and sat on Spike's back as he stood up.

Spike took off with Rarity, and Fluttershy flew after them. It didn't take long for them to reach the tower. The krabs stepped forward first, firing continuously at Rarity and Spike. Spike moved to the side out of the way as Rarity charged up her sword and shot her shock wave, killing one of the krabs.

Fluttershy readied her bow and arrow and fired at the two remaining krabs in succession, destroying both of them instantly. Rarity jumped off of Spike, flipped over the megatank, and landed right behind it.

Rarity VS Megatank

The megatank opened up and charged up its attack, but Spike shot fireballs at it distracting it. Rarity wasted no time jumping on top of the megatank getting her sword ready.

“Impact!” Rarity said thrusting her sword into the eye. She jumped off the megatank as it exploded, and Fluttershy jumped down in front of the tower and ran toward it, instantly phasing inside.

Fluttershy didn't slow down for a second, running to the center of the tower. She stopped and allowed herself to be lifted to the upper platform.

XANA managed to knock Luna down to the ground. She walked over to her and charged up her electricity, firing it at the older woman, electrocuting her.

“It's a shame what side you chose, Selene!” XANA said, “You could have been spared!”

Fluttershy did a mid air back flip right before landing on the upper platform. She walked over to the control panel and typed furiously to break its security.

Snips and Snails finally overwhelmed Discord and knocked him into a wall. While Snips walked over to him, Snails blasted through the door of the storage shed.

Trixie screamed holding onto Pinkie Pie. Rainbow Dash ran over to Snails and threw a punch, but she was immediately blasted across the room and knocked unconscious.

“Dashie!” Pinkie Pie cried helplessly. Both she and Trixie looked up at Snails as he loomed over them, “Fluttershy, hurry!”

Once the security was cleared, Fluttershy placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

Snips and Snails both fell down limp, and black mist came out of their bodies.

“Thank God,” Pinkie Pie said in relief.

“Is it over?” Trixie asked.

“Almost,” Pinkie Pie said, “We just need to clean up a bit now.”

XANA stopped electrocuting Luna and looked to the side scowling.

“What?! They deactivated it?!” XANA fussed, “Don't expect to win like this again!” she shot at Luna, who sat up and smirked arrogantly at XANA.

“Tower deactivated,” Fluttershy said, looking down into the abyss as the coding on the walls dropped into the darkness. A second later, a white light shined from the darkness, and shot out engulfing everything.

Back in the real world, Sunset pushed the enter key, “Return to the past, now!”

The factory, school, and the whole world was consumed by the light, and everything went back twenty-four hours into the past.

In the cafeteria, the group gathered to discuss the changes to the team, among the new information that they gathered from this latest attack.

“Everyone, I'd like to introduce everyone to Spike,” Sunset said, turning her laptop to show everyone the wolf from Lyoko, appearing on the screen in a similar manner that Fluttershy used to back when she was trapped in Lyoko.

“He evolved! Spike evolved!” Pinkie Pie said happily, “Funny… that's not in that particular pet's evolution line.”

“When XANA tried to possess Rarity, some of his energy hit the VR pet,” Sunset said, “I've made a few programs so we can take care of him from the real world, but for the most part he's self sustaining. He's going to be helping us from now on.”

“Not to be a downer, but how's that mutt supposed to help us?” Dash asked. Spike growled in response, making Dash step back a bit, “Whoa, he understood me?”

“He actually understands both English and Russian,” Fluttershy said, “Speaking of, I'm sorry about your VR pet Rarity?”

“It's fine,” Rarity said waving it off, “If it helps save Twilight, then I'm willing to share Spike.”

“Spike is going to be working on Lyoko,” Sunset explained, “He can track XANA's movements in real time, so we'll be able to narrow our search for the Lyoko that leads to where XANA is keeping Twilight.”

“Not bad,” Applejack said, “Welcome to the team Ah guess, Spike.”

Spike howled in response.

“So, do we know why XANA used out Lyoko?” Dash asked, “Cause that was weird.”

“Also, why didn't I become specter?” Rarity asked, “I'm sure it entered me.”

“Well, concerning you not becoming a specter,” Sunset began, “I think it's because you guys are a part of the super computer. You see, every time XANA has taken over one of us, he's had to use the scyphozoa to do it, where as with anyone else he's able to use a specter. Even though we're out here in the real world, we're still made of data somewhat, so in order to possess us XANA has to alter that data.”

“Like with corruption or what he did ta Twilight,” Applejack said.

“Exactly. That being said, saving Twilight has just gotten a lot easier,” Sunset said, surprising everyone.

“Wait, what?!” Dash asked, “You mean…”

“XANA doesn't realize it, but he actually screwed up,” Sunset said, “We thought that what he did to Twilight was worse than corruption, but he actually made it easier to save Twilight. With this, we have two possible ways to rescue her. Way number one is I create a program that corrects Twilight's data, reverting her to normal. Way number two, and this is the most fool proof plan, we still find the tower XANA is using to hold onto Twilight, and Fluttershy deactivates it.”

“Can you deactivate towers outside of our Lyoko?” Pinkie Pie asked.

“I register as a Lyoko security program,” Fluttershy explained, “With that, I can hack into any tower's security and deactivate it. It will take longer than it would to deactivate one of our towers, but as long as I can get into their security, I can deactivate them.”

“Tower XANA uses for Twilight must be heavily guarded,” Rarity said, “It will be hardest tower to hack into.”

“I know it will, but I'm prepared,” Fluttershy said, “Twilight is counting on me.”

“As for why XANA needed to use our Lyoko today,” Sunset continued, “This is more of a theory at the moment, but I think towers are location sensitive.”

“What, so he can only affect an area that has a Lyoko in it by using that Lyoko?” Dash asked.

“Basically,” Sunset stated, “If he wanted to do something in France, then he'd have to have a Lyoko in France, and he'd have to activate a tower in that Lyoko. All of the attacks you guys stopped before were contained here in Canterlot. That's because he had to activate towers here. XANA is powerful, yes, but in the end, he's still a computer program that has to follow rules.”

“Oooh, this is so exciting! Think about it guys, we're actually getting close to figuring out how to stop XANA!” Pinkie Pie cheered.

“It's almost hard ta believe,” Applejack said, “We've been fightin for so long, Ah never thought we'd get ta this point.”

“Spike honey,” Rarity said, “I need you to work extra hard to search for Twilight. We're counting on you.”

Spike barked in response, and vanished from the screen. Apparently he didn't want to waste any time.

When the bell rang, Fluttershy and Rarity walked to the door together.

“Now, are you sure you don't want escort?” Rarity asked Fluttershy.

“I'll be fine,” Fluttershy said, “Um… thank you for getting in touch with your therapist for me. He didn't mind?”

“Not at all,” Rarity said waving it off, “He loves helping people, and when I told him you were good friend of mine, he requested you come in today.”

“Oh Rarity,” Fluttershy hugged Rarity, “Thank you.”

“You're welcome, darling,” Rarity said, “Good luck.”

Fluttershy nodded and walked out of the school. Rarity smiled watching her leave, and then made her way to her English class. Blank Scroll wouldn't mind it if she were a little late. Hell, he was probably already asleep.

The building was a little intimidating, but Fluttershy found the place easy enough. She sat down in the waiting room, both anxious and a little disappointed. She had wished she could have contacted the nice man from earlier, but she never memorized his number.

But he did show her something. She needed help. Sure, she was feeling better after her talk with Sunset, but she still had thoughts that scared her. If she was going to be able to help Twilight, then she needed to get her head right. Hopefully Rarity's therapist would be as nice as the man she spoke to before.

“Alright,” a familiar voice said stepping out of the door in front of her, “Is there a Fluttershy here?”

She couldn't believe it. What were the odds. The man from before. He was Rarity's therapist.

“Um…” Fluttershy was speechless.

“I'm sorry, are you okay?” he asked.

“Yes!” Fluttershy said, “I'm fine, it's just… you reminded me of someone I met before,” she stood up and held out her hand, “I'm Fluttershy Sandora.”

The man smiled warmly and took her hand, finally introducing himself to Fluttershy.

“I'm Dr. Wolf.”

Ending Theme: Can't Fight the Moonlight

Author's Note

Before anyone asks, her name is actually spelled "Cadance", not "Cadence". I looked it up. Is it weird? Yes. But that's how her name is spelled.
Please click here to check out my Patreon and aid in my campaign for world domination.

25: Forbidden Attraction

Theme Song: A World Without Danger

25: Forbidden Attraction

“This latest attack was interesting,” Twilight said on the computer, “XANA managed to take over a wasp swarm and used those to attack everyone while most of the students and staff went on a school trip. Applejack and I stayed behind; me so I could work on Fluttershy's materialization program, but Applejack took a major fall for my sake.

“I really need to do something nice for her one day. She's been a great friend to me.

“Oh, sorry, I got side tracked,” Twilight said pulling herself back to reality, “The interesting thing about this attack was what XANA did to Fluttershy. She can only contact us when she's inside of a tower, so he waited until she was outside and then blocked all the towers with his monsters. XANA's level in intellect is scary. It was a good plan, but as usual we were able to pull of a victory. XANA may be powerful, but at the end of the day, he's still just a computer program. Once we've saved Fluttershy, XANA won't be a threat anymore.”

“Oh how wrong you were,” Sunset said sadly, pausing the journal to take notes. She decided to use this weekend to listen to Twilight's video journal so she could learn a thing or two about XANA. She had avoided it all this time because it was difficult to see Twilight as she was when the fight began. When Sunset had met Twilight it was late into their fight, so she was beginning to feel the weight of it.

But the Twilight in the beginning of the journal had a strength in her eyes that Sunset found both alluring, and really inspiring. It also showed just how dangerous XANA was if he was able to break Twilight like he did.

“Here you are,” Rainbow Dash said walking into the computer room, “Have you been here all weekend?”

“I stopped by the dorms to shower at least,” Sunset said grabbing a nearby can of Monster Energy Drink and chugging the rest, “Oh, and to get more of this.”

She threw the can behind her, where Dash saw a whole pile of empty cans of the stuff.

“Geez, trying to fight sleep?” Dash asked.

“I'm used to it,” Sunset said, “When you're in my profession, you learn early on how to live off of eight hours of sleep a week plus the occasional power nap.”

“I don't think you ever told us what you did before coming to Canterlot High,” Dash said leaning against the keyboard next to Sunset, “Or why you even came to the school.”

“Hopefully, you guys won't have to ever find out,” Sunset said, “Let's just say there are some people high up who would love to get a hold of me.”

Dash nodded with a slight frown before shrugging, “Eh, no big deal to me. You've proven you're trustworthy in my opinion. I don't give a shit where you came from or what you did.”

Sunset looked at Dash in surprise reading her. She seemed… genuine. Like she honestly felt that way. “Loyalty” really went with her.

“Thanks Dash,” Sunset said with a smile, “It's reassuring that I have at least one true friend.”

“You kidding? You have six,” Dash said, “Me, Applejack, Pinkie Pie, Rarity, Fluttershy, and Twilight. You're a Lyoko Warrior now, and we always look out for our own.”

Sunset had to admit, it felt nice to feel so welcome in the team. She was a last minute entry to the group, so at first she felt more distant from everyone, one of the reasons why she never took the secret passage, instead taking out of the way routes on her motorcycle. To know that she was a member of the team made her feel like she'd be able to settle down here.

True friends were hard to come by with the life she led.

“So, what are you working on this time?” Dash asked, turning to look at the screen.

“I'm taking notes from Twilight's journal,” Sunset explained, “I want to learn as much as I can about XANA, and I feel like the best way would be to listen to past attacks. That time at the swimming pool was crazy.”

“Y-yeah…” Dash said blushing, “That… wasn't too fun for me.”

“Why?” Sunset asked, “Twilight didn't get into too much detail on that one. What happened at the swimming pool?”

“NOTHING!!!” Dash shouted, shocking Sunset, “Nothing happened at the swimming pool, alright! I mean it!”

“G-got it!” Sunset nodded furiously, “Nothing happened that the swimming pool!”

Now she really wanted to know…

“Anyway,” Dash said calming down, “Did you discover anything?”

“Well, it's more so I'm noticing something about XANA,” Sunset said, “He tends to target you guys individually, unless there's something in particular he wants. Some of these attacks were brutal. Honestly, you guys are amazing to be able to deal with this.”

“When you're as awesome as me, nothing ever brings you down for too long,” Dash said arrogantly, “But seriously though, it's not easy. Pinkie Pie had a few moments early on where she'd wake up in tears.”

“She's pretty sensitive from what I've noticed,” Sunset said thoughtfully, “I can tell her perkiness is a bit of a facade. What about Applejack and Rarity? I don't see them too much outside of Lyoko business, but I learned from Twilight's journal that Rarity suffers Chronic Anxiety. With as many times she's been targeted, how is she not a nervous wreck?”

“Simple,” Dash said, “Applejack and Rarity have each other. They've been hot for each other since this whole thing began, but they didn't start dating till three months ago. They totally owe me for that, by the way. I'm the whole reason they're together after all.”

“Right…” Sunset said with a suspicious smirk. Somehow she thought Applejack and Rarity would remember that a bit differently, “So I guess they're together right now?”

“They're always together on the weekends,” Dash said, “I'm pretty sure they're on a date someplace, probably trying to kill each other in laser tag or something.”

The irony of Dash's statement, was that Applejack and Rarity weren't at the arcade fighting in laser tag. They spent their weekend doing various things together: movie, lunch date, they even went shopping. It was hitting the end of the day, and naturally they were at their special spot. They would have been enjoying the sunset.

Except they were too busy enjoying each other, Rarity lying on top of Applejack, who had her arms wrapped around Rarity embracing her tightly as they made out. Applejack wasn't ashamed to admit that she was happy to be at this stage in their relationship now. They hadn't gone all the way yet, but they were clearly at second base, and on their way to third. Applejack was happy, and as far as she knew, so was Rarity.

But Applejack was still concerned about Rarity's parents.

Rarity and Applejack separated after a few minutes, looking into each others eyes lovingly.

“Not gonna lie,” Applejack said caressing her lover's face, “Ah really needed this.”

“I think we both needed it,” Rarity said before resting her head on Applejack's chest, “It's relaxing, letting out emotions like this.”

“Have yer parents been givin ya a hard time?” Applejack asked, worried when Rarity tensed up a bit.

“Mama not so much,” Rarity said, “She's just concerned. Papa on other hand…”

“He ain't hurtin ya or anythin, is he?” Applejack asked with a slight frown.

“Nothing physical,” Rarity said, “Papa isn't abusive.”

“Good,” Applejack said calming down. She didn't care if he was her father, if he put one hand on Rarity, he forfeited his life in Applejack's eyes.

“It's just… lots of shouting…” Rarity said softly, “He wants me… to break up with you. Says girls aren't supposed to sleep with other girls…”

“He… does know this is America, right?” Applejack asked, “That sort of ain't a big deal anymore, since the president made gay marriages legal an' all.”

“Papa says he doesn't care,” Rarity said, “He's old fashioned Russian, so he holds onto old ways. He's been talking to relatives a lot about what to do with me. Applejack, I'm scared he'll have me sent back to Russia.”

Holy shit. Applejack hadn't thought about that. Truth was, Applejack didn't think that they'd shun her, especially with Rarity's mom giving her the shop and everything. The idea of Rarity being moved back to Russia scared her for more reasons than one though.

“Hm…” Applejack said closing her eyes, “That's concernin. Ah ain't sayin that Ah'm opposed ta long distant relationships, but you movin back ta Russia would real put a damper on things.”

“Not just that,” Rarity said, tears building up in her eyes, “Homosexuals have hard time in Russia, and law doesn't protect them.”

“What, so people jus' harass them an' no one does anythin?” Applejack asked harshly, getting upset when Rarity nodded, “He's tryin ta scare ya inta bein straight, huh?”

“Russians are afraid of implications of homosexuality,” Rarity said, “Papa would see it as justified punishment for me.”

“That's fucked up,” Applejack said simply, “No two ways about it. Ah know things are different in yer country, but here in America, that's jus' sick.”

“I don't know what to do!” Rarity said, her tears falling freely now, “Not just for my safety, but going back to Russia would mean I'd have to leave team! What will you do if I'm not there?”

“We ain't gonna worry 'bout that,” Applejack said, “Yer not gonna move back to Russia. If we have ta take drastic measure to ensure that doesn't happen, we will.”

“But, parents might-”

“Ah don't care what they say,” Applejack said sternly, holding onto Rarity tightly, “Ah ain't losin you. Ah've already made up my mind that we're gonna spend the rest of our lives together, an' Ah ain't lettin no one; not XANA, not yer folks, anyone tear us apart.”

“Applejack…” Rarity said, pressing her lips against Applejack's in another kiss. Sure, she turned into a knight on Lyoko, but Rarity was Applejack's personal princess. She'd protect Rarity, no matter what. Even if she had to protect Rarity from her own family.

She wasn't going to lose anyone else.

After walking Rarity close to her house, the two of them separated, Applejack making her way back toward the school. She didn't bring her skates with her, so she was in for a long walk back to class, unless a miracle happened.

BEEP BEEP

A familiar blue car drove up next to Applejack. She looked and saw Vice-Principal Luna driving close to her.

“You do know it's way past curfew, right?” Luna asked raising an eyebrow.

“Oh Ah know,” Applejack said with a smirk, “Which by the way, it's pretty late out fer you as well. What would a good, rule abiding woman like yerself be doin out this late at night, hm?”

Luna's face turned red and she coughed, “I'd… rather not talk about it,” Applejack rolled her eyes. Luna then opened the door to the passenger seat, “I'll give you a lift back to school.”

Applejack sighed and got in the car. They were silent for a while as they drove back to the school, as Applejack didn't quite feel like taunting the older woman next to her.

“So what's on your mind?” Luna asked.

“What makes ya think there's anythin on my mind?” Applejack asked looking out the window.

“You are in the school disciplinarian's car after being caught breaking curfew, and you're not throwing taunts or jabs at me,” Luna stated, “Also, you just came back from spending time with Rarity, yet you're not smiling. I know you, so spill it.”

Applejack sighed, “Am Ah too young ta know what it means to truly love someone?”

“Hm… Well, I'd say that there isn't an actual age you need to hit to know what love is,” Luna said, “But I would say that you have to be at a certain level of maturity to know.”

“An'… am Ah at that level yet?” Applejack asked.

“That depends,” Luna said, “How would you describe how you feel about her?”

“It's… hard ta explain,” Applejack admitted, “Whenever Ah'm with her, Ah jus' feel right. It ain't jus' happiness. It's a feelin like Ah'm with my second half, ya know?” Luna nodded, letting Applejack continue, “We ain't goin all the way yet, but honestly, Ah don't feel like we need to. Ah think about it sometimes, an' if we ever did go that far, Ah'd be mighty happy.”

“Of course,” Luna stated.

“But… that ain't really on my mind when it comes ta her. Ah jus' want ta be with her. Ta hold her in my arms an' never let go. The idea of us ever bein apart tears me up inside. Lulu… Ah feel like… Rarity is…”

“You're what?” Luna asked.

“You'll laugh,” Applejack stated.

“Maybe,” Luna admitted jovially, “But you already came this far. Besides, with the number of times you've laughed at me young lady, you deserve a taste of your own medicine.”

Applejack shook her head chuckling a bit. She both hated and loved this woman.

“Ah think… she's… my soul mate,” Applejack said. Luna looked like she was trying hard not to, but after a second actually started laughing a bit, “Ah knew Ah sounded ridiculous…”

“No no, it's not that,” Luna said trying to calm down, “I mean, yes that's horribly cheesy, but I understand what you're trying to say. If you ask me, it sounds like you're feelings for Rarity have really matured.”

“They have,” Applejack said, “When Ah first saw her, Ah'll admit, Ah was physically drawn ta her. Ah couldn't believe how beautiful she was. That combined with how intense she was with her feelins. Everyone else was terrified of her, but Ah wanted that intensity. Ah loved it, an' it drove me crazy from the moment Ah ever laid eyes on her.

“Then Ah got ta know her better, an' Ah saw who she was on the inside. She was lonely, an' in a lot of pain. Ah saw glimpses of that pain, an' Ah wanted ta save her from it. It wasn't until XANA corrupted her that Ah finally saw how scared she was of bein alone. Ah swore after that day Ah'd never let her suffer alone again. Now though…”

“What's happening now?” Luna asked.

“Rarity's parents found out 'bout us datin, an' they ain't too thrilled ta learn their daughter's a lesbian,” Applejack said.

“Ahh yes, I can see how that would be a problem,” Luna said, “They're giving her a hard time then?”

“Yeah they are,” Applejack sighed, “Between that, XANA, an' her Anxiety Disorder, it's a wonder that she's still sane. A part of me feels like this is my fault.”

“And how so?” Luna asked.

“Well, Ah pursued her,” Applejack said, “Even when Ah learned that her country was against homosexuality, Ah still kept goin. An' durin the Spring Fling, Ah put her in the situation she's in right now. If Ah had controlled myself more…”

“Mmm… this was going to happen regardless,” Luna explained, “Honestly, the sooner it happened, the better. Besides, if I remember that night correctly, she was flirting with you the whole night.”

“Well… she felt real sexy in that dress,” Applejack said blushing, “Ah mean, she was sexy in it, but…”

“See? It isn't your fault. You didn't put Rarity in a funny position,” Luna said.

“But what do Ah do now?” Applejack asked, “Ah love her so much, but there's a part of me that's thinkin the best thing Ah could do fer her… would be to-”

Luna stopped the car suddenly and turned to Applejack, “No, AJ. What you're thinking right now isn't the right decision.”

“But if her parents try an' send her back to Russia-”

“She needs you right now,” Luna stated, “Now more than ever. I remember when it happened, at the prom. Rarity was broken, and she missed an entire week of school she was so heartbroken. She was alone since then, all the way until you came into her life. There's something really special about you, AJ. You bring out the best in people. You're strong, resourceful, and faithful, and right now Rarity needs that faithfulness. Whatever you can do to help her through this, do it, and let her know that you're going to stay with her no matter what happens.”

Applejack actually smiled a bit hearing that. If it had been anyone else, Applejack would have still felt funny, but there was something about Luna that always rang true. They were a lot alike in that regard.

“Ah bring out the best in people, huh?” Applejack asked smirking, “So that means Ah didn't ruin Twilight?”

“Oh, you ruined her alright,” Luna said starting up the car again, “In the best possible way.”

Applejack smiled, and hugged Luna, “Thanks, Lulu.”

“That's what friends are for, AJ,” Luna said returning the hug.

As usual, Twilight pulled at the odd ropes binding her to the chair she was sitting in. Also as usual, they didn't give in the slightest. These had been created by XANA, and they only ever disappeared when XANA was controlling her body.

She didn't even know why she kept trying. It had been three weeks since Twilight was captured, and her situation hadn't improved one bit. She didn't even have the luxury of suicide, as XANA made sure any attempts to prevent him from using her body was thwarted personally. She hated having XANA control her. He always made her say and do things that she normally wouldn't. It didn't feel like she was in the back seat either. She felt her body moving, felt the words coming out of her mouth. She just could do anything to stop it.

“Good, you're awake,” Tirek said walking into the room. Next to him was a young woman with purple hair with a blue highlight in it and tied in a high ponytail, wearing a simple purple suit shirt, black tie, black skirt, fishnet stockings, and black high heels. The woman always had her head down, and never looked Twilight in the eyes.

“Did you come to taunt me?” Twilight asked weakly.

“Oh no, that's not why I'm here at all,” Tirek said, “XANA has a mission for you. It's a bit of an involved mission, so I thought that instead of making us do all the work, we simply have you help us.”

“XANA may force me to stay alive, but I'll never help your organization,” Twilight said with as much strength as she could muster.

“I think you will,” Tirek said, “Starlight, show her.”

“Yes, Mr. Tirek,” the woman, Starlight, said walking over to the screen. Still never looking at Twilight, she turned on the screen in front of her, which showed Celestia in her cell. Her wrists were chained over her head, her legs were forced to spread out with her ankles chained to the floor, and she had a series of wires taped to her. She looked to be in terrible shape. A scientist in the room pushed a button, and Celestia started screaming in pain as she was electrocuted with what looked like enough electricity to kill a person.

“EOS!!!” Twilight cried. Unable to bear it, she closed her eyes and turned away, “Please stop it! Make it stop!”

The scientist stopped after a few seconds, poor Celestia now practically hanging. Thankfully she was still breathing.

“If you don't do exactly what XANA says, we'll kill Eos,” Tirek said, “You don't want that on your conscious, now do you?”

They were asking her to help them, obviously to betray her friends. However, if she didn't listen to them, they were going to kill Celestia, and Twilight was in no position to do anything to stop them. She looked around the room, Tirek still with a smug smile, but Starlight oddly looked away biting her lip. After a second, Twilight sighed.

“Alright…” she said, shedding tears thinking about what she was about to do, “What do you want me to do…?”

The next day, Applejack went right out to the front gate of the school to wait for Rarity. Without Twilight there to keep her company, the room felt too empty, and she hated the quiet. Luna had offered to temporarily give Applejack a roommate to keep her company, but she declined. Honestly, there wasn't anyone on campus that she could see herself sharing a room with.

“Hey,” Sunset said walking up to her, “You come out here everyday, huh?”

“It's a bit of a mornin ritual,” Applejack said, “Since Rares lives off campus, Ah like ta meet her here so she don't have ta walk in alone.”

Sunset nodded, “Sorry if me being here seems odd. I'm just… I guess I'm trying to get closer to the team.”

“Ah noticed that yer a little awkward around everyone outside of Lyoko stuff,” Applejack pointed out, “Didn't have many friends at yer old school either?”

“Nope, never,” Sunset admitted leaning against the gate next to Applejack, “I've never stayed in one place long enough to make any. You guys are the first people to really feel like friends to me, and a part of me feels like it's just because of Lyoko. I don't know, I guess I just feel a little… awkward about that.”

“Funny, Rares was the same way,” Applejack said, “She an' Ah weren't friends before Lyoko. Actually, she initially used Lyoko sort of as an excuse ta be friends with us.”

“And now look at you two,” Sunset said smiling, “I hear you guys are the school's power couple. Students are hoping you two will get married after graduating.”

“Ah'd like that,” Applejack said somberly, “But Rarity's parents…”

Before she could finish, she saw a car drive up to the school. Out of the car, Sweetie Belle skipped out of the back seat. Applejack saw Rarity and her mother sitting in the front seats of the car, having what looked like a serious conversation. Sweetie Belle walked over to Applejack.

“Hi AJ!” Sweetie Belle chirped.

“Hey Sweetie Belle,” Applejack said, “Is… everythin alright with those two?”

Sweetie Belle wilted immediately, “Last night, Rarity got into a really bad fight with our dad. He said he was upset that she came home so late, but Rarity said he was mad because she was with…”

Applejack took a deep breath. She didn't need to hear it to know why he was mad.

“Is Rarity going to be alright?” Sunset asked.

“I don't know,” Sweetie Belle said, “Papa really doesn't like Rarity dating another girl. I think Mama's on Rarity's side, a little at least.”

“What about you?” Applejack asked, “How do you feel 'bout me an' Rares datin?”

“I'm happy,” Sweetie Belle said honestly, “Rarity used to be really tense all the time, fussing about how someone upset her or gave her looks, but after she started dating you, she relaxed. Not even Blueblood made her feel this good,” Sweetie Belle took Applejack's hand, “You'll help her, right AJ? I don't want Rarity to go back to how she used to be.”

“Ah'll make sure that doesn't happen,” Applejack said. Sweetie Belle hugged Applejack and then walked into the school. A second later, Rarity finally stepped out of the car. She took a deep breath and walked over to Applejack, her mother watching her the entire time.

“Good morning,” Rarity said going right up to Applejack. With her mother watching, she wrapped her arms around Applejack and kissed her.

“Mornin,” Applejack said, “Are ya sure this is okay?”

“Honestly, I don't care,” Rarity said. She turned back to the car and shot her mother a look. The older woman closed her eyes somberly, and then drove off. Rarity took Applejack's arm and walked into the school, Sunset running to catch up with them.

“Don't you usually walk to school?” Sunset asked.

“Dah, but Mama wanted to talk about last night,” Rarity explained.

“Sweetie Belle mentioned ya had a big fight with yer dad,” Applejack said, “Wanna talk 'bout it?”

“Nyet,” Rarity said simply, “It's bad enough I have test first period. Beyond that, I want to just relax today.”

Applejack could tell that Rarity was really anxious, and she just knew it wasn't going to end well. She needed to talk about it, to let it out, but when she got like this there was nothing Applejack could do except be there for her.

“Then Ah won't press ya,” Applejack said, “Jus' know, if ya wanna talk, Ah'll listen.”

“Spasibo, Applejack,” Rarity said kissing her on the cheek. They walked off, but Sunset stayed behind a bit watching them.

“She's an easy target,” she reasoned, “That's why XANA isolates her so much.”

She ran after her friends to the cafeteria, resolving to fix this issue next. She had to protect her team from XANA.

Everyone could tell that Rarity wasn't her usual self. She spent most of the day either clinging to Applejack, or sitting by herself reading. If it wasn't for the fact that she was snuggled close to Applejack, they'd think they had an argument.

As usual, they gathered together at lunch, Sunset pulling out her computer so A) Spike could join them as well, and B) so she could show them the current map of the Digital Sea, which Pinkie Pie affectionately started calling the “Virtual World” with how many Lyokos there were. They even found sectors not based off of the main four.

“With Spike's help, I've been able to narrow Twilight's location to one of these seventy replicas,” Sunset said.

“Fantastic!” Pinkie Pie cheered, “Boy, you and Spike work fast.”

“Unfortunately, until we tag one of these Lyokos at the edge here, we can't narrow it down anymore than this,” Sunset said closing the app, Spike whining sadly.

“Cheer up, you two,” Rarity said, “This is big improvement. We just need to go into Lyoko replica like before, dah?”

“We also need to investigate the place that's generating the Lyoko,” Fluttershy said folding her arms, “I bet if we can analyze the computer, we can get information that will help us narrow it even more.”

“So we're going after school right?” Dash asked, “Applejack and Rarity don't have fencing on Mondays, so its actually the perfect day.”

“I… can't today,” Rarity said looking away darkly, “I have to go straight home after school. You all can manage without me though, I'm sure.”

“Are you crazy?!” Pinkie Pie cried, “You're the tank in the party! The one with the best defense and the strongest attack! You not being available in the party when we're going into the next major dungeon is going to guarantee that we get a game over! WE BARELY BEAT THE LAST BOSS!!!”

Everyone in the cafeteria looked in their direction, and Pinkie Pie smiled sheepishly sitting back down.

“While I'd word it a little differently,” Sunset said rolling her eyes, “Pinkie Pie does bring up a point. These areas are more dangerous than our Lyoko Sectors. They're all under XANA's control, and even when Twilight isn't there, he can see what we're doing. We can't risk going in unless everyone is available.”

“That makes things harder then,” Rarity sighed, “I'm not sure when I'll be free to help again.”

“Eh, it's no biggie,” Dash waved it off, “You can't stay busy all week, right? We can just go when you're schedule clears up,” Rarity sighed sadly, stood up, and walked away from the table, leaving the cafeteria. Everyone turned to Rainbow Dash, “Nuh uh. You can't blame me for this one.”

“She seems so much more tense than usual,” Fluttershy said, “Actually, Rarity's been like that since the beginning of the semester.”

“She's… goin through something with her family,” Applejack said cryptically, “Ah don't wanna put her business out there, but…”

“Her parents found out about the two of you dating, and they're like totally not okay with it because Russia thinks that homosexuality is unnatural and are currently giving her a hard time, and with the stress of fighting XANA and us not knowing where Twilight is, her anxiety is starting to bother her and since she's at odds with her parents she can't get any relief unless she's with you, but NOW they're interfering with that causing her even MORE stress,” Pinkie Pie said in a single breath, everyone turning to her shocked, “What?”

“How do you do that?” Sunset asked slowly.

“I… don't know what you're talking about,” Pinkie Pie said honestly. Fluttershy placed a hand on Sunset's back and shook her head.

“Don't question it,” Fluttershy said.

“But, that's not the first time she's-” Fluttershy shook her head, cutting her off. Sunset groaned in frustration. It seemed like Pinkie Pie's logic was the one thing she couldn't figure out.

“So… I'm guessing Pinkie Pie was spot on,” Dash said, Applejack just taking a breath and rolling her eyes slightly as a response, “What are you doing here then? Go after her.”

“Girls, Ah'm part of the problem,” Applejack said, “Ah wanna be there for her, but Ah don't wanna be the reason she an' her parents fall out.”

“Please,” Dash said, “She's falling out with her parents because they're close minded idiots. She wants you to follow her, so go.”

Applejack nodded, stood up, and ran out of the cafeteria. Rainbow Dash put her hands behind her head and smirked.

“Aaaaaannnd I totally did it again,” Dash said arrogantly, “I should have my own TV show. Like… Dr. Dash or something like that.”

“Don't quit your day job anytime soon,” Sunset said, “This is a problem though. If Rarity's parents keep harassing her, and make it hard for her to be alone, we're going to have a hard time preparing to fight XANA.”

“Can't we just use Return to the Past?” Pinkie Pie asked, “Rarity skips out on her parents to help us, then we use Return to the Past to redo the day.”

“We can't activate Return to the Past without a tower though,” Fluttershy pointed out.

“Also, we don't know if using Return to the Past still increases XANA's computing power,” Sunset added, “We can't risk using that whenever we want.”

“So what do we do?” Rainbow Dash asked, “We can't lose Rarity as a front line fighter. We're coming into the endgame here.”

“I realize,” Sunset said biting her thumb, “I'll think of something, I promise.”

Rarity couldn't be in the cafeteria with her friends, so she decided to spend the rest of lunch outside on a bench. The idea that she might get shipped back to Russia weighed heavily on her heart. Being moved back to Russia would mean she's have to leave the team. They wouldn't be able to save Twilight without her. Even if her new form didn't have as high defense as her old one, she was still the strongest physically.

But the thing that was really scaring her was being forced to leave Applejack. She made her happier than she ever was in her life. Wasn't that all that mattered in the end? If having a child was an issue, then they could always either adopt, get a surrogate, or artificial insemination. There were a lot of options. What did it matter if she dated a boy or a girl?

“There ya are,” Applejack said sitting down next to Rarity, “The others are worried about ya.”

“S-sorry…” Rarity said, not looking Applejack into the eyes.

“So, yer parents are makin ya go home early?” Applejack asked.

“D-dah…” Rarity said.

“Rares, Ah'm sorry yer goin through so much,” Applejack said wrapping her arms around Rarity, “Between this, an' XANA…”

“I'm fine,” Rarity said suddenly.

“Rares, yer not fine,” Applejack said taking her hand, “Yer stressed, an' yer anxiety is beginnin ta act up. Why don't ya skip the rest of class. In fact, we can go to our special spot.”

“Actually, I'd like to… go alone right now…” Rarity said softly.

“O-oh, Ah see…” Applejack said. Oh dear, she sounded hurt.

“It's not because I'm upset at you,” Rarity said quickly, squeezing Applejack's hand, “I just need to be alone with thoughts.”

“Rares, Ah… Ah'm messin up,” Applejack said, “Everyone keeps tellin me that it ain't my fault, but-”

Rarity pressed her lips against Applejack's to cut her off.

“Nyet, you are not problem. You are only thing that makes me smile now. I just need to figure out how to deal with parents, but I'm not going to let them break us up,” Rarity pressed her forehead against Applejack's, “Promise me that you won't leave. Even if parents try to send me back to Russia, love me. Just love me.”

“Ah promise Rarity,” Applejack said, placing her hand on Rarity's cheek, “Ah'll be with ya no matter what. An' ya don't have ta worry 'bout me not lovin ya. Ah don't think Ah could ever stop lovin ya.”

This time, Rarity pulled Applejack in, wrapping her arms around her and kissing her passionately. She didn't know when it started, but one day the idea of not being with Applejack became so painful that she had to hold her as close as possible.

They parted and looked into each others eyes as always. Rarity then let go of Applejack and walked off campus, her heart feeling heavy once again. This feeling was new to Rarity, as not even Blueblood made her feel like this when they were dating.

Was this what it meant to truly be in love?

In the Mountain Sector of Lyoko, red electricity flowed through wires to a tower high up, it's blue aura changing to red.

Elsewhere in the Forest Sector, Spike was lying in a tower taking a bit of a nap to recharge his energy when his ears perked up.

XANA ALERT

XANA ALERT

XANA ALERT

Spike stood up, growled, and ran out of the tower to find the way tower. Once inside, he immediately jumped off the side, transferring to the Mountain Sector. When he emerged, he saw mantas. LOTS of mantas. The entire sector was infested with them.

He backed away, rushing back into the tower he came from, connecting to Sunset Shimmer's computer.

Rarity just passed the Everfree Mansion and was turning the corner to her special spot. Right as she turned the corner, three men in black suits and sunglasses walked in front of her. Rarity was about to tell them to get out of her way, but a familiar red symbol flashed in their sunglasses.

“XANA!” Rarity cried. She turned to run in the other direction, but a fourth man stood behind her, holding a white rope. Two of the men behind her grabbed her wrists as the one with the rope started tying her up.

“NYET!!! NYET!!!” Rarity screamed, writhing and twisting in their grip, trying in vain to resist. After binding her wrists and ankles, the last man took her cellphone and they took her to a black car, throwing her into the trunk and closing it.

As she felt the car drive off, Rarity kicked at the trunk screaming frantically.

Sunset was in her advanced math class about to doze off, when her computer's alarm went off. The teacher turned in her direction as she pulled out her laptop and opened it.

TOWER ACTIVATED

LOCATION: MOUNTAIN SECTOR

21 LAT, 18 LONG

“Miss Shimmer, I don't have a problem with laptops, but could you not have the volume up?” the math teacher asked.

“Sorry sir,” Sunset said packing up her computer, “I uh… have to go to the infirmary, like now!”

The math teacher looked like he saw though the lie, but he shook his head, “Just don't miss the rest of your classes, alright?”

I make no promises, Sunset thought shooting up from her desk. Once outside, she pulled out her computer again and opened it, this time seeing that Spike was trying to contact her.

“Spike, what's the situation?” Sunset asked. On her computer, Sunset saw a visual of the Mountain Sector, which was infested with mantas, “That's… not good,” she pulled out her cellphone and called Fluttershy, “Hey Fluttershy, XANA alert! It's a big one! Get as many people as you can and have them meet us at the factory! If you can, try to get at least one of the Architects to come too! Yeah, it's that bad on Lyoko.”

The specters took Rarity out to the far end of town, where the power plant was. Once there, they took Rarity out and carried her deep into the power plant, near a transformer. Three of them adjusted her ropes, sitting her down in front of a pole and tying her waist to a nearby pole, and binding her wrists and ankles together. As they did this, the fourth specter was setting up something next to her.

Rarity struggled against the ropes, once again in vain. Once the ropes were secured, one of the specters held Rarity's phone in front of her, and a text message appeared.

I Hope you're comfortable, Rarity.

“Let me go XANA!” Rarity screamed.

This is what happens to those who betray me. You did this to yourself, Rarity.

“Friends will find me!” Rarity said, tears building up in her eyes, “They'll either rescue me, or deactivate tower!”

I certainly hope they come to rescue you. At least, I hope at least one of them does. Either way, if they come here or attempt to deactivate my tower, I'll have a surprise waiting for them.

Her phone went dead and sparked, breaking before she could ask what XANA meant. She then noticed the man next to her finished what he was working on, and got the shock of a life time.

He was setting up a bomb!

He set the timer to thirty minutes, and then the four of them walked out of the power plant, leaving Rarity alone. Her heart was pounding out of her chest. She had no way of letting Applejack or anyone know where she was, her phone was broken, and even if they did somehow find her, she was all the way in the other side of town.

It didn't take long for a panic attack to start, Rarity screaming and pulling at the ropes binding her. After a few seconds to a minute of that, she completely broke down into loud and heavy sobs.

“Pomogi mne… Applejack…!” Rarity sobbed helplessly, praying that somehow, someway, Applejack would know she was in danger.

“Come on… Come on…!” Applejack said pacing around, trying once again to call Rarity.

The number you have reached is not in service. Please check the number, and dial again.

“Damn it!” Applejack said hanging up her phone. The only ones in the laboratory with her Sunset and Pinkie Pie.

“Applejack, you have to be calm,” Sunset said.

“Calm?! Rarity's phone is cut off, an' there's probably a specter out there! Ugh, Ah shouldn't have left her alone!”

“Applejack, Sunset is right,” Pinkie Pie said putting her arms around Applejack, “Getting upset isn't going to help anyone.”

“We'll find Rarity,” Sunset said, “I've already hacked into a military satellite, and I'm looking all over Canterlot.”

The elevator opened up, and Fluttershy ran in with Dash and Discord of all people.

“Guys, Discord says he wants to help,” Fluttershy said.

“Ahh, I haven't been here in ages,” Discord said with an air of nostalgia.

“Lulu couldn't make it?” Applejack asked, sounding disappointed.

“She wanted to be here, but she's stuck in a meeting,” Discord said, “How bad is it that this old man had to come out of retirement?”

Sunset sighed, “Take a look,” she said pulling up the map of the Mountain Sector, showing hundreds of red arrows scattered around. Everyone paled when they saw that, but Discord whistled.

“Looks to me like you have a virus infestation,” Discord said ironically.

“What are those?” Dash asked.

“Mantas,” Sunset said, “Every single one of them is a manta, and sadly that isn't even the worst of it,” she moved map over to the tower, “Look who else is there.”

“XANA…” Fluttershy said with a glare.

“There's no way we're getting through all of that without Rarity,” Pinkie Pie said, “I told her. We need a tank.”

“Unfortunately, she still ain't pickin up,” Applejack said, “Rares, where are-”

“WAIT!!!” Sunset shouted, “I found her!” she slowly turned to Applejack, “AJ, you need to see this…”

Applejack walked over to the screen, and immediately saw red. Rarity was tied to a pole, her wrists and ankles tied together, and she was crying. She actually looked terrified, like she was panicking.

“Where is that?” Applejack seethed.

“Hold on,” Sunset said, “This is bad…”

“What's bad?” Pinkie Pie asked.

“She's being kept in Canterlot Power Plant,” Sunset said.

“What the hell?!” Dash asked, “That's all the way outside of town!”

“Would you believe that's not the worst of it?” Sunset asked, “That thing right there she keeps looking at,” Sunset said pointing to something a bit to her right, “That's a bomb.”

“A bomb?!” Applejack shouted.

“XANA's cheating!” Pinkie Pie shouted, “He's not allowed to do this! This is too meta!”

Applejack turned quickly and ran back to the elevator.

“Hey, where are you going?!” Dash asked.

“Where do ya think?!” Applejack shouted, “Ah'm goin ta save Rarity!”

“AJ, she's on the other side of town!” Dash shouted walking over to her, “I know how you feel, but we need you on Lyoko!”

“Know how Ah feel?!” Applejack shouted, “You don't know anythin 'bout how Ah feel?! Ah can't lose Rarity! If Ah lose her, Ah'll die, Dash!”

“You know, Applejack does have a point,” Discord said, “We don't know if we're going to be able to get her out of there in time. It's better if we have someone over there, just in case we can't deactivate the tower in time.”

Dash sighed in resignation, “How are you going to get there anyway? You can't skate all the way there.”

“Ah'll think of somethin,” Applejack said, “Jus' get inta Lyoko an' do somethin 'bout that specter.”

Applejack took the elevator up to the factory, and Discord stretched.

“Well, with you girls short a few fighters, I guess you'll be needing a little extra help,” Discord said.

“Are you coming with us?” Pinkie Pie asked hopefully.

“Were you actually planning on leaving without me?” Discord asked, “Afraid this old man is going to slow you down? You're looking at a Lyoko veteran.”

“Just don't slow me down, old man,” Dash said with a smirk.

“Okay, I'll transport you guys right outside of the tower Spike is in,” Sunset said setting up the transfer, “You're probably going to get bombarded by mantas the second you land, so be careful.”

Dash, Pinkie Pie, Fluttershy, and Discord took the elevator downstairs to the scanner room. Once they arrived, Fluttershy sent Sunset a text message letting her know to start.

“Transfer Rainbow Dash!” Sunset said, closing the scanner as Dash walked inside.

“Transfer Pinkie Pie!” Sunset said, Pinkie Pie stepping into her scanner as it closed.

“Transfer Fluttershy!” Sunset continued, as Fluttershy walked into her scanner right before it closed.

“Transfer Discord!” Sunset said as Discord walked into the final scanner. He actually gave an elegant bow as his scanner closed.

Sunset pulled up Rainbow Dash's avatar and connected her to it, “Scanner Rainbow Dash!”

Pinkie Pie's avatar rendered next, “Scanner Pinkie Pie!”

Fluttershy's avatar came up and began rendering, “Scanner Fluttershy!”

Finally, an odd looking avatar that looked like a mad hatter her magician rendered, “Scanner Discord! Virtualization!”

Sunset pressed the enter key, and the four of them all transferred out of the real world, pulled into Lyoko.

In the Mountain Sector, the four of them rendered. After the girls landed on the ground, they turned to Discord to see what he turned into. His form was interesting. He was now wearing a tuxedo that was white with black stripes on the left, and black with white polka dots on the right, black dress shoes, a red bow tie, a top hat that was a reverse pattern of his tuxedo, and a black masquerade mask that had yellow opaque eyes, giving him a sort of mad and sinister appearance.

Unfortunately they didn't get a chance to admire him though, as they were bombarded by manta lasers from above.

“Take cover!” Dash ordered. Everyone ran into the tower behind them, where Spike was sitting waiting for them.

“Sorry Rarity couldn't be here this time, Spikey,” Fluttershy said petting the cybernetic wolf on the head.

“First time back in the saddle, and it's the biggest show of my life,” Discord said, “XANA went all out this time.”

“How are we going to get through that?” Pinkie Pie asked, “Not even I'm crazy enough to go out there.”

“Well, it's a good thing I am,” Discord said, surprising everyone.

“Hold on,” Dash said, “What are you planning?”

Discord laughed, “Plan? What are you talking about? I never have a plan.”

Discord ran out of the tower, scaring everyone there.

“Discord, wait!” Sunset cried out, “You're going to get yourself killed!”

Right outside, Discord ran down the pathway. All the mantas flying around there targeted him and started firing, but Discord did something odd. He spun around really fast almost like a top, and moved in odd patterns around the road, dodging all of them.

While they were focused on him, Fluttershy flew out of the tower with her bow at the ready.

“Light Arrow!” Fluttershy shouted, firing at three mantas in a line killing all three. Rainbow Dash shot out of the tower using her Super Sprint to out run the incoming shots, and Pinkie Pie used her now stronger Homing Attack to take out a few of the mantas that Fluttershy missed.

Spike ran out of the tower and targeted a few of the mantas flying around. When they flew down toward him, he launched fireballs at them while jumping away to avoid their shots.

As they made their way to the tower, Twilight stepped out to the edge of the platform she was standing on and pointed at them.

“Bombard them with everything you have!” she ordered. Another wave of mantas flew in their direction. They fired at them, one laser hitting Dash.

Rainbow Dash: 70 HP

Discord jumped in front of her and held his arms out in front of him. Out of his sleeves shot a barrage of playing cards that continuously damaged the mantas, actually knocking them out of the sky and killing them.

“Geez, you're insane!” Dash said.

“Thank you, Dashie,” Discord said jovially, “But you know, I'd like to think my skill in battle is pretty impressive too.”

Discord did a cartwheel to the side, leaving Dash confused.

“Now I have him calling me Dashie…?” Dash said.

Back near the tower, Twilight turned her back and walked back toward the tower, but Fluttershy flew up to her, landing behind her.

“XANA!” Fluttershy shouted pointing her bow at XANA. She slowly turned around, and Fluttershy expected XANA to say something taunting to her, but she didn't. Instead, she pointed her arm out and fired at Fluttershy with her strongest blast.

Fluttershy screamed and jumped to the side out of the way. Just as she recovered, XANA held her hands out rapidly firing bolts of energy at Fluttershy. As she flew around the attacks, Fluttershy took notice of the familiar manner XANA was swaying her hips as if she were moving to music only she could hear.

Wait, Fluttershy thought, XANA is overtly sexual in Twilight's body. He didn't do those subtle moves. The only one who moved like that while fighting was…

XANA stopped firing, spun around once, kicked her leg high in the air, and then bent really far back as her energy coursed through her body. She then released that energy in her hands sending a wave of energy outward that did only minor damage to Fluttershy, but knocked her out of the sky.

Fluttershy: 90 HP

“Fluttershy, you have to attack!” Sunset shouted as Fluttershy rose to her knees, “Fluttershy!”

XANA held her hands out to her side one by one, moving her hips at the same time, and then lifted them above her head and shot a mini laser out at Fluttershy, who rolled to the side just in time.

That confirmed it. It was…

“Why…?” Fluttershy asked pointing her bow at her opponent, her hands trembling, “Why are you doing this…?”

“Fluttershy, why are you-”

“This isn't XANA, Sunset!” Fluttershy cried, “This is… Twilight. She's doing this… herself.”

Sunset sat back in her chair as Fluttershy's words hit her. Twilight was fighting them herself? This attack wasn't XANA's plan? It was Twilight's plan?

“Twilight…?” Sunset asked trembling, “You're… helping XANA…?”

Applejack threw on her skates and shot out of the factory, skating to the middle of town. She stopped when she realized two things. One, she didn't know where the power plant was, and two, even if she did know, there was NO way she'd get there on her own in time.

“Damn it damn it DAMN IT!!!” Applejack screamed, kicking a nearby trash can, “What the hell am Ah gonna do?! Ah gotta get to Rarity, somehow!”

She pulled out her cellphone and texted the one person she knew had a car who could help her. Sure, she was in a meeting right now, but this was TOO important. Rarity's life was on the line.

Rarity struggled with the ropes a bit, but gave up much quicker than before. She turned to the bomb next to her to see how much time was left.

20:43

Feeling her heart rate pick up again leading to another panic attack, she closed her eyes and focused on Applejack. She had to come for her. She had to.

“Pomogi mne… Applejack…” she sobbed. Out of all the times XANA targeted her for an attack, this was by far the most terrifying for her. When something similar happened to Pinkie Pie, she recovered quickly, but still avoided large pools of water for a week.

Between the nature of this attack and her anxiety, Rarity wasn't sure she'd recover as quickly.

When Applejack arrived back at the school, Vice-Principal Luna was already waiting for her outside next to her car.

“Sorry ta pull ya out,” Applejack said, “But Ah really need yer help badly.”

“Say no more,” Luna said opening the car door, “Get in. Fill me in on the way.”

As they drove off, Applejack told Luna the situation. Needless to say, Luna opted to ignore the speed limit for the most part.

“Don't worry,” Luna said, “We're going to rescue her.”

“Do you know how ta disarm a bomb?” Applejack asked. Luna took a deep, nervous breath.

“Sadly, I do not,” Luna admitted, “But hopefully the others will be able to activate Return to the Past in time.”

“Yeah, Ah hope so,” Applejack said looking out the window as the town zoomed past her. Thankfully no police cars noticed them, but if they did, Luna would have probably ignored them.

Pinkie Pie was running on all fours away from three mantas as they fired at her. One shot hit her in the back.

Pinkie Pie: 40 HP

She flipped to her feet and turned to the mantas, Discord right next to her firing cards out of his sleeves at two mantas. Once they were dead, he ran over to Pinkie Pie, jumped up to one of the mantas, and slapped an Ace of Spades card on it. When he landed, he snapped his finger, making the card explode and taking out the manta.

Pinkie Pie used her Homing Attack to kill one of them, but the last one shot her before she could target it.

Pinkie Pie: 10 HP

The blast knocked Pinkie Pie back, but she was too far from the platform and was now falling toward the Digital Sea.

“PINKIE PIE!!!” Rainbow Dash screamed when she saw that.

“Shoot! I can't devirtualize her in time!” Sunset fussed. Discord ran to the edge and threw a playing card at Pinkie Pie just a bit before she hit the water.

Pinkie Pie: 0 HP

The scanner opened up, revealing a bummed out Pinkie Pie.

“This level is brutal!” Pinkie Pie whined.

Back in Lyoko, Twilight threw blast after blast at Fluttershy, who was flying around out of the way.

She saw an opening to the tower and decided to fly toward it, but Twilight fired a small arrow knocking her away from it.

Fluttershy: 70 HP

“I'm sorry Fluttershy,” Twilight said, “I can't let you get into that tower.”

“Twilight, what is going on?!” Fluttershy asked forcing herself to her feet, “This attack, was this your plan?”

Twilight looked down in shame, “Targeting Rarity was all XANA. The mantas, and everything else… that's me.”

“Why?” Fluttershy asked as Twilight stood in front of the tower blocking it, “Why are you helping XANA of your own free will?”

“I'm not…!” Twilight said, closing her eyes as tears built up, “They'll kill her… if I don't do this…”

It took a second for Fluttershy to register what she meant. Wherever Twilight was being kept, Celestia must have been there to, and XANA was using her to blackmail Twilight.

Fluttershy closed her eyes and calmed herself down before speaking, “Twilight, let me pass.”

“W-what?!” Twilight asked, “Don't you get it?! If I let you through, then XANA will kill Eos!”

“If you don't let me through, XANA will kill Rarity, and possibly Applejack along with destroying the power plant!” Fluttershy said, “Please Twilight, you're not one of XANA's minions.”

“I'm whatever I have to be!” Twilight said, shedding tears as she glared at Fluttershy, “Even if I have to kill every last one of you, if it means protecting Eos, protecting… Celestia… then I belong to XANA!”

She threw a large blast at Fluttershy, knocking her far back.

Fluttershy: 20 HP

“Fluttershy!” Sunset cried.

Rainbow Dash finally managed to run up to where the tower was and pressed her lightning bolt badge.

“Limit Break!” she shouted. She summoned a large blue shuriken and threw it toward Twilight. Said shuriken flew up, broke into three shuriken, and dropped down toward Twilight, who rolled to the side right before they exploded.

Twilight then charged up her energy to near max, and threw a large beam at Dash, who didn't have tome to get out of the way.

Rainbow Dash: 0 HP

Rainbow Dash's scanner opened up, and she slammed her fist against the wall next to her.

“Damn it!” she swore.

Luna and Applejack saw the power plant ahead of them being guarded by two men in black suits. Those were probably the specters XANA created.

“So, you got a plan?” Applejack asked.

“I was thinking we barge in recklessly running them over, and you jump out of the car and skate inside to get Rarity,” Luna said, quite seriously.

“Ah knew you an' Ah were the same deep down,” Applejack said smirking.

“Don't think you're getting out of detention this week though,” Luna shot back.

“Ah said Ah was sorry!” Applejack fussed, “'Sides, ya got the feathers out in the end, right?”

“That's not-” Luna said, stopping when she realized how close they were, “Enough of this lover's spat. Brace yourself!”

“Right!” Applejack said, tightening her skates. Once they reached the gate, Luna turned the car to the side to hit both specters at the same time. Applejack used the momentum to open the door, shoot out of the car, and skate into the power plant.

“Rarity!” Applejack called out frantically, “Where are ya?!”

“Applejack!” Rarity cried from deeper in. Applejack followed her voice to where she was.

“Rarity!” Applejack shouted skating over to her and embracing her, “Don't worry, Ah'll get ya outta here!” as she went to deal with the ropes, which were too tightly knotted, Rarity gasped.

“Applejack, behind you!”

Applejack looked and saw two more specters, one holding his hand out. He shot a blast of electricity out that knocked Applejack away from Rarity, over to the bomb.

10:28

Before Applejack could shoot up, the second specter ran over to her at super speed and grabbed her by the neck. Applejack kicked him off of her and ran back over to Rarity, but the other specter fired another blast of electricity at her feet stopping her.

Applejack looked ahead and saw Luna getting overwhelmed by the specters she was fighting. Looked like she wasn't getting any help in this.

“Ah gotta trust them!” Applejack said, “They'll get us outta this!”

She briefly looked at Rarity, who looked absolutely terrified, and then braced herself as the two specters began firing at her with everything they had. Unless someone got into that tower within the next few minutes, they were screwed.

“Shit, shit, shit, shit, shit!” Sunset fussed pulling up the phone, “Applejack, how are you doing?!”

“Ah wanted ta ask y'all that!” Applejack said frantically, “The bombs only got a few minutes till it blows, an' there are four specters here! Fluttershy needs ta get in the damn tower NOW!”

“Got it! I'll relay the message!” Sunset said hanging up, “Fluttershy, things are getting really bad out here! Can you please get into that tower?!”

“I'm doing the best I can!” Fluttershy fussed, “But if I get hit by Twilight's attack one more time I'll devirtualize!”

“This is what happens when Little Miss Perfect plans an attack?!” Dash said, using her personal nickname for Twilight, “Geez, she's worse than XANA!”

“No wonder XANA wanted Twilight!” Pinkie Pie said, “She's OP as hell!”

“There has to be a way out of this!” Sunset said, “Come on, think Sunset!”

Discord was having no trouble at all with the mantas. In fact, back in his glory days he was the one member who could kill them easily. As such, with Spike's help he finished off the last one near him and ran to the tower, where he saw Fluttershy rolling, dodging, and flying out of the way of all of Twilight's assaults.

“Fluttershy!” Discord shouted readying a card. He was about to throw it at Twilight, but a manta shot him in the side knocking him back.

Discord: 40 HP

“Interrupting my show?” Discord said scowling at the three mantas that flew down to face him, “You're not welcome on my stage.”

As he was forced to engage the mantas, Fluttershy used her opening to run toward the tower. Twilight at the same time ran after her. Right before Fluttershy could phase inside, Twilight stopped behind her with her hand at Fluttershy's head, her magic fully charged. Spike ran up to the scene and braced himself to attack, but didn't move.

“Move, and I'll fire,” Twilight said dangerously.

“Twilight-”

“I swear, Fluttershy, I will devirtualize you, and Discord!” Twilight said trembling. Fluttershy sighed.

“Twilight, if I don't deactivate this tower and use Return to the Past, Rarity, Applejack, and Lulu will all die,” Fluttershy said.

“If I don't fight you, Celestia will die!” Twilight said, “You don't know how close she and I are! Even before I knew that she was Eos, Celestia was like a mother to me! I… I don't have a good relationship with my parents, but Celestia was always a presence in my life, looking out for me like I wished my actual mom would, instead of… instead of treating me like nothing more than a doll! I love Celestia! I love her so much!” Twilight broke down, “If it were your mother, or someone you loved, what would you do?!”

“If it were me,” Fluttershy said, “Honestly, I'd probably do the same thing as you right now…”

“So you do-”

“But, I'd also trust my friends as well,” Fluttershy continued, “If you let me get into this tower, everyone will be saved, Twilight. Rarity, Applejack, Lulu, and Miss Tia.”

“But… NO!” Twilight fussed, “XANA is going to kill Celestia to punish me! I know it!”

“No Twilight, he won't,” Fluttershy said, “I have reason to believe that all of this is a part of his plan. If that's true, then Miss Tia will be alright. No one is going to be okay though, if I don't deactivate this tower,” Fluttershy slowly turned to Twilight, who looked like she was about to fire, but instead stepped back. Fluttershy then embraced Twilight.

“F-Fluttershy…!”

“I'm your angel, remember?” Fluttershy asked warmly, “I'll protect everyone, just like I always do.”

Twilight was trembling, but she slowly returned the embrace closing her eyes.

“Alright…” Twilight said, “I… trust you…”

Fluttershy let go of Twilight, smiled, and turned to the tower, phasing inside.

Fluttershy to the center of the tower, and allowed herself to be lifted up to the higher platform.

0:30

Luna was kicked into a wall and fell to the floor, horribly injured. The two specters walked over to Applejack, who had a led pipe in her hands and was swinging it at the specters. Unfortunately they just phased out of all of the hits like holograms.

Applejack was hit in the back with electricity shot by the two remaining specters, and fell to the ground.

“Applejack!” Rarity cried. She then looked at the timer, going into a full panic attack when she saw the timer.

0:19

Fluttershy ran to the control panel and began typing furiously to break the tower's security.

10

9

8

Rarity frantically pulled at the ropes binding her, not sure if it was to run to help Applejack, or to run away. She was so terrified now she couldn't think straight, completely lost and in a complete panic.

Applejack stood up, but was engulfed by electricity shot by all four specters standing in a circle around her.

“APPLEJACK!!!!” Rarity screamed at the top of her lungs.

Fluttershy placed her hand on the touch screen when it appeared.

FLUTTERSHY

CODE

LYOKO

The specters fell down limp, black mist coming out of their bodies. Applejack fell down unconscious, and Rarity turned to the bomb… which was still going off!

That wasn't connected to the tower!

“NYET!!!!!” Rarity screamed, watching in devastation as the bomb's timer went down.

3

2

1

“RETURN TO THE PAST NOW!!!!” Sunset screamed pressing the enter key. As the whole world was engulfed in a white light, Sunset, Rainbow Dash, Pinkie Pie, Fluttershy, Discord, Spike, and Twilight prayed that they stopped it in time.

When Applejack came to, she was lying on the grass. Was she in their special spot. She heard someone sobbing uncontrollably, and felt weight on top of her.

“R-Rares…?” Applejack asked. Rarity looked into Applejack's eyes looking relieved, but still shaken up.

“Alive…!” Rarity sobbed, “You're alive!”

“Rares!” Applejack said, immediately embracing Rarity tightly. They did it. They saved Rarity, and with literally only a second to spare.

Sadly, with the time they restarted from, they couldn't stay together for too long. Instead they decided to both skip tomorrow's classes and spend the entire day together. Just like last time, Applejack got a ride with Luna back to the dorms.

“Thanks,” Applejack said when they arrived back at the school, “Ya really came through today, fer all of us.”

“We're a team,” Luna said, “Besides, I wasn't going to let my… best… friend down.”

Applejack smiled and hugged the older woman, “Ah'm glad yer on our team, Lulu.”

“Me too, AJ,” Luna said. Once Applejack exited the car and Luna drove off, Applejack turned back to the school, where she saw Sunset, Rainbow Dash, Pinkie Pie, and Fluttershy all waiting for her at the school gate.

“Applejack!” Fluttershy cried running into her arms, “I was so worried! I thought I was too late!”

“Y'all were jus' in time,” Applejack said, “Literally, y'all couldn't have cut it closer.”

“Sorry about that,” Sunset said, “Turns out, XANA blackmailed Twilight into planning and enacting that entire attack herself using Celestia as a hostage.”

“God…” Applejack said, now feeling terrible and afraid for Twilight and Celestia, “Think they'll be okay?”

“Fluttershy says she's sure of it,” Dash said.

“Trust me, XANA won't kill Celestia,” Fluttershy said, “Nor will he even try that again.”

“But we almost lost that time,” Pinkie Pie said, “Even if he doesn't target Rarity again, what if he uses Celestia to force Twilight to help him again?”

“It doesn't matter how successful the attack was,” Sunset said, catching everyone's attention, “XANA doesn't care about the process as much as he cares about the end result. I looked at Twilight's journal again, and I noticed a pattern. XANA has almost gotten you guys a number of times with his attacks, but no matter how successful parts are, he doesn't try it again. He scraps the whole thing and starts over.

“Think about it. XANA had a perfect plan keeping Fluttershy out of the towers when he possessed the bees. If he combined that with, let's say, that time in the gymnasium, he would have won easily, but he didn't. He never combines multiple attacks from past records, nor does he actually learn. He's just trying multiple things until he finds something that works.”

“When ya put it like that, XANA ain't all that bright, is he?” Applejack asked, “Sure, he's dangerous an' all, but that process ain't the best.”

“Like I said before,” Sunset said, “He may be powerful, and smart, but in the end he's not a god like he thinks he is. He's just a defective automated computer program with a serious god complex. Once we learn how said program works, we can delete him easily.”

“Words I never thought I'd hear,” Dash said yawning, “Look, I'm tired. Let's take advantage of our guaranteed one day of peace and get some sleep.”

“I agree,” Fluttershy said, “I'll see you all tomorrow.”

“Night night,” Pinkie Pie said sleepily.

“Good night guys,” Sunset said, “Good work out there, everyone.”

“By the way,” Dash said as they walked back into the dorm, “What did happen in the gymnasium?”

“NOTHING!!!” both Fluttershy and Sunset shouted at the same time.

Once alone, Applejack stretched and walked back to her dorm. Sure, they won this time, but Applejack didn't feel better for some reason. It was almost like she could feel something else. Something she forgot.

Something telling her that this particular incident wasn't over yet.

Applejack fell down on her bed in exhaustion. Last time she came in this late, she took a late shower before going to bed. This time though, she thought about just letting sleep claim her.

Right before sleep claimed her, her phone rang. She grabbed it and answered, not moving her head from the pillow.

“Hello…?” Applejack asked, alerted when she heard sobbing.

“A-Applejack…”

“Rares?” Applejack asked, shooting up from her bed.

“I'm… outside school gate…” Rarity sobbed, “Meet me…?”

“Y-yeah, sure,” Applejack said getting up, “Ah'll be right there.”

She ran out to the front gate, where she saw Rarity standing where Applejack would usually be. Next to her was what looked like bag of clothes, and she looked absolutely miserable. Applejack didn't say a single word to her. She walked over to her, and just held her, letting her beloved cry into her shoulder.

“Come on,” Applejack said picking up Rarity's bag, “Let's head to my dorm, okay?”

“D-dah…” Rarity said softly. The walk back to the room was silent, and the air was heavy. Once they got to the room, Applejack sat Rarity's bag on the floor and they both sat down on Applejack's bed holding each other.

“Hate… parents…” Rarity said after a second.

“Rarity…” Applejack said, surprised to hear those words come out of Rarity.

“Second I came in, Papa started screaming at me,” Rarity said trembling, “Going on and on about coming in late, spending time with girlfriend, how it was unnatural. I… almost… died today…”

“Ah know…” Applejack said holding Rarity tighter.

“It's too much…” Rarity continued, “I almost die, and then instead of asking why what's wrong, Papa attacks me… And Mama…” Rarity closed her eyes tightly, “Mama didn't stop him…! She just sat there, watching him scream at me…! This is why I say I'm alone…! I hate parents! I hate XANA! I hate EVERYTHING!!!”

“Shh… it's alright,” Applejack said holding Rarity as she broke down, “Yer not alone, remember? Ah'm here for ya. Ah'm always here, an' Ah ain't leaving ya ever.”

Rarity seemed to calm down, but when she looked into Applejack's eyes she still saw intense pain, along with… something else. Rarity then pressed her lips against Applejack's, kissing her more violently than usual. The make out session caught Applejack off guard, but more so the intensity of it. What was even more surprising was what Rarity said next.

“Applejack… take me…”

Applejack was wide eyed. Did Rarity just ask her to…?

“Rares… Ah don't…”

“I need this…!” Rarity said, tears building up again, “I… need you!” Rarity got up from the bed and stood in the middle of the room with her back turned to Applejack, “Hate, hate, hate. That's all I feel at moment. That's all I get at moment,” she turned to Applejack slowly, pulled off her shirt and threw it aside, and then dropped her skirt, leaving her in just her purple bra and panties, “You promised… to love me, always. So love me… Please Applejack. Just love me…”

Despite everything that happened, and despite how emotional Rarity was right now, to Applejack she looked more beautiful than she ever did in her life. She wondered why, but then it hit her. For the first time in their relationship, Rarity had dropped all of her shields. This was the true Rarity. The one that Blueblood hurt three years ago. The one that felt isolated from her peers because she was a foreigner. The one that Applejack had wanted to see for the longest time.

And the one that Applejack needed to rescue.

Applejack slowly stood up unbuttoning her shirt. She let it drop along with her jean skirt, and threw off her stetson, left in just her red and black bra and pantie set. No more words needed to be said. She pulled Rarity in close, and gave her the love she had longed for. This proved everything about their feelings for one another. If the world tried to tear them apart, they'd fight it. XANA, Rarity's parents, no one was going to break them up again.

They weren't just two teenagers lusting for each other. They weren't just lovers. They were… soul mates.

Ending Theme: Can't Fight the Moonlight

Author's Note

The next episode is going to pick right up from this one, but for those who are curious, I'll just confirm it here. Applejack and Rarity had sex at the end of this chapter.

Two things here. One, please check out my patreon if you wish to support me and help fund my campaign for world domination.

Two, anyone who knows how to work TV Tropes, could I ask them to help update the TV Trope page for this story? Some major things are still missing, and current information hasn't been added yet either.

26: Reignited

Author's Note

I'd like to thank Ajustice90 for helping me with this chapter and the one that will follow after this one. This is a direct sequel to the last chapter, and while I made a few modifications to certain key aspects (as it IS my story ultimately), the concept of this chapter came from him/her. Once again, thank you.

Oh, and concerning someone midway into the chapter, shameless self insert is shameless.

Please support my Patreon if you enjoyed this chapter and this story overall. Supporting me will aid in my campaign for world domination.

26: Reignited

Theme Song: A World Without Danger

26: Reignited

“Stupid girl!” Tirek shouted slapping Twilight in the face, “You had one job, and you allowed Thanatos' daughter to get into the tower!”

“You lied to me, didn't you?” Twilight asked looking up at Tirek, “You weren't going to kill Eos at all, were you?”

“What?!” Tirek asked, taken aback by Twilight's sudden boldness.

“Fluttershy reminded me about something,” Twilight said, “XANA doesn't try the same thing more than once, ever. This means you can't threaten to kill her in order to get me to work for you. You can torture the both of us, but you can't kill her to get to me. In fact, I find it funny that all day I haven't even heard from XANA. That wasn't XANA's plan at all, was it?”

“It's true,” Starlight chimed in, “XANA had nothing to do with what happened yesterday. Mr. Tirek just wanted-”

SLAP

“You talk too much!” Tirek shouted at Starlight, who fell to the ground holding her cheek.

“I apologize, Mr. Tirek,” Starlight said trembling. Twilight was surprised. Was she a prisoner here too?

“So what if Eos is still alive?” Tirek said walking up to Twilight and getting in her face, “XANA may not want to use her again, but I'm not XANA!”

“You're just XANA's pawn!” Twilight shouted, “I'm not listening to a word you say anymore! I was afraid of you before because I thought you were just as dangerous as XANA, but now I see the truth! You're just as powerless as me right now! The only difference is I'm stuck in this chair! At least I know one thing,” Twilight glared at Tirek, “XANA needs Eos and I alive. I wonder if the same goes for you.”

Tirek growled in anger and was about to strike Twilight again, but red electricity shot Tirek knocking him across the cell.

I'm not happy right now, Damien.

Tirek looked up at the screen and paled a little when he saw the words. A second later, red electricity shot out of the screen and into Twilight, who screamed in pain as the black bindings turned into data and dissolved. When Twilight slowly stood up, she scowled at Tirek and walked over to him.

“This is all YOU FAULT!!!” XANA shouted picking up Tirek and electrocuting him, “I had her broken, Damien! She would have done anything I said! But then you just had to have your way, didn't you?!”

“I…” Tirek breathed out when XANA let up on the electricity.

“What did I say Damien?!” XANA asked, her voice trembling a bit she was so angry, “What. Did. I. Say?! DON'T TELL ME WHAT TO DO WITH MY THING!!!”

This was honestly the most terrifying thing Twilight ever saw. Throughout all their interactions, Twilight had only ever seen XANA angry once, and that was right before she collapsed his virtual sphere. Seeing XANA genuinely upset was both terrifying, yet oddly empowering.

Not looking too good, XANA.

You stay quiet! I'm still in control of your body! Don't forget that you belong to me!

Yes, you do still own my body, but not my spirit.

XANA growled in frustration and threw Tirek into the wall.

“Your blunder ruined everything!” XANA seethed, “It was perfect! Absolutely perfect! I should kill everyone in this whole building for-”

“Master XANA, please!” Starlight cried grabbing her hand, “Let me rectify this!”

“And how do you plan on doing that, Starlight Glimmer?” XANA asked Starlight, “Do you think you can break her will easily?”

“I might be able to convince her to join us,” Starlight said, “But in order to do that, I need some alone time with her.”

“I don't trust you,” XANA said darkly, “You're a human, just like Damien. You are flawed.”

“At least let me talk to Twilight. Perhaps let her walk around the base. In prisons, the inmates are allowed to walk around for a bit to get some fresh air. If you let Twilight and I have this time, I can talk to her and convince her to side with Tartarus.”

XANA looked to the side considering it. After a second, she sighed.

“Fine,” XANA said, “I'll allow this. I shall adjust her bindings so she can at least walk. It's true that human bodies have certain requirements that I'm unable to adhere to. From this day forward, you are in charge of Twilight when I'm not in her body,” she turned to Tirek, “As for you, I don't want you anywhere near Twilight ever again.”

With that, XANA left Twilight's body, going back into the screen. At the same time, a single black band appeared around Twilight's wrists with an extended rope at the end. Starlight picked up the rope and then looked at Tirek, who was wiping blood from his mouth glaring daggers at her.

“Come Twilight,” Starlight said helping Twilight to her feet and walking out of the cell. That entire exchange told Twilight a lot about her circumstances. Things weren't all black and white here in Tartarus, and there was a small chance that she could actually get herself out of this.

She just had to play her cards right, and try to get an ally here.

“Are you okay?” Starlight asked when they were far enough away from the cell.

“Oh, y-yeah,” Twilight said nervously. Starlight sighed.

“You need to be more careful,” she scolded, “Antagonizing either of them like that won't go unpunished. Tirek is one thing, but if XANA says he'll do something, he will.”

“I know,” Twilight said, “That's probably the most terrifying thing about him,” she looked at Starlight worried, “Y-you're not really going to…”

“What? No,” Starlight said as if it were obvious, “I just wanted to get you away from XANA a bit. Don't worry, he isn't listening in or anything. I already checked. He can only listen if there's a virtual interface. That doesn't mean he can't see us, though.”

Twilight looked up and saw a security camera, wondering if XANA used those to watch them.

“You seem different,” Twilight said, “I noticed before that you didn't look me in the eyes much, and you don't seem to like taking orders from Tirek.”

“You and I are a lot alike, Twilight,” Starlight said sadly.

“So… you're a prisoner too?” Twilight asked.

“More or less,” Starlight said, “I used to be part of a group of hackers called the Equalizers. It was me, my boyfriend, his little sister, and a couple of others. We didn't think it was fair that not everyone had equal opportunities, so we set out to fix that. Do you remember when Flim & Flam inc. went bankrupt?”

“That was you?” Twilight asked, surprised when Starlight nodded.

“Our biggest project was going to set everything right,” Starlight continued tightening her fist, “We had tracked down twelve of the biggest government funded companies, and we planned on hacking into all of their bank accounts and distributing millions of dollars all around America. There would be no upper class, or lower class. Everyone would be equal.”

“So… what happened?” Twilight asked.

“We were sold out!” Starlight shouted turning to Twilight intensely, “One of our members got cold feet, and sold us to the authorities! They didn't even care! They came in and started shooting up the place! Years of hard work, all gone!” Starlight fell to her knees trembling, “The ones who didn't get killed went into hiding. Sunbursts little sister escaped and went off the grid, but they caught me. They told me that I'd either be sentenced to life in prison, or I had to work for them.”

“Which is why you ended up here in Tartarus,” Twilight reasoned, sitting down in front of the crying woman.

“I hated it,” Starlight sobbed, “I was now forced to work with the very enemy I hated. The only reason I agreed was so I could keep them from finding the others. I had planned on rebuilding everything here, and once we started working on the quantum computer I saw my chance. I would steal it, and use it to fix everything. But then XANA appeared, and everything went down hill. XANA found out what I was planning, and told me that if I didn't do what he said, he'd track down everyone I worked with, and kill every last one of them. I hate working for XANA. I hate seeing what he's doing to you and Celestia, but my hands are tied. Maybe not in the literal sense as you, but…”

“I understand,” Twilight said leaning into the woman to comfort her, “You and I are both prisoners here. Listen, Miss Glimmer? I know you're afraid, but I need your help.”

“My help?” Starlight asked, now looking at Twilight nervously.

“My friends have the source codes for Lyoko. With those, we might be able to delete XANA, but they need my ignition program in order to use it. Help us.”

“W-what?” Starlight shook her head quickly getting up, “I can't.”

“Miss Glimmer, please!” Twilight begged standing up, “I know we're young, but my friends-”

“Are just going to end up the same as me and my friends!” Starlight said, “I want to help you. You look so much like me when I was your age, but for your own good, you'll avoid confrontation with XANA.”

“For my own good?!” Twilight asked. She pulled at the rope in Starlight's hand harshly, “Do you think this is for my own good?! Do you think being trapped here, away from my family and friends is for my own good?! Do you think knowing that my favorite person in the whole world is being tortured to death and not being able to even talk to her is for my own good?!” Twilight got so worked up that tears fell from her eyes, “Yes, I'm afraid of XANA! I'm terrified of what he could do, to me and to everyone! But this is hell for me! I miss Applejack! I miss Rainbow Dash! I miss Pinkie Pie, Rarity, Sunset, and Fluttershy! I WANT TO GO HOME!!!”

Twilight broke down completely, and Starlight looked shocked. She looked to the side a bit as if something she said got to her, and then quickly embraced Twilight tightly.

“Shh… it's alright,” Starlight said softly.

“No it isn't!” Twilight sobbed, “You're my only hope! My friends aren't going to find this place without help! You have to help me! Please! Please…”

They spent the rest of their allotted time in that hallway, Twilight's helpless sobs echoing in the entire hall. She prayed that Starlight would help her. At the very least she needed them to know where she was.

And Starlight was her only means to reaching them.

When Applejack woke up, she was greeted with the sensation of someone lying right next to her. She looked to the side to see Rarity lying next to her, more than likely still asleep. When she noticed that only the sheets of her bed covered them, she remembered exactly what happened between them.

At first Applejack's heart was racing. Was last night okay? Applejack didn't really care much about losing her virginity, and Rarity herself had given hers to that asshole Blueblood. What she was more worried about was hurting Rarity. She never wanted to take advantage of her. She had enough of that in her past.

She considered waking Rarity up, but stopped herself when she saw the peaceful look on her face. Applejack couldn't remember the last time Rarity looked so happy. Applejack turned to her side facing Rarity, and lightly caressed her face. After a second, Rarity stirred and slowly opened her eyes.

“Dobroye utro, Applejack,” Rarity said lovingly.

“Mornin, Rarity,” Applejack said softly, “Ah'm sorry if Ah woke ya.”

Rarity shook her head, “Nyet, I was awake. Just resting eyes.”

“Ah see,” Applejack wrapped her arms around Rarity pulling her close, “How are ya feelin? Better from yesterday?”

“Dah,” Rarity said returning the embrace, “I'm with hero.”

“Good,” Applejack said, “Ah was worried. Ah never wanted to hurt ya. Ah was scared that you'd regret last night, since you were so emotional.”

“Regret? Never,” Rarity kissed Applejack softly on the lips before she continued, “Truth is, I think I wanted this for while.”

“R-really?” Applejack asked, blushing a bit.

“Lately, you are always on my mind. More and more, I find myself just needing to be next to you. I've had feeling for about month now. Feeling like… er… it's hard to describe.”

“Take yer time,” Applejack said, “Jus' say what comes naturally. Ah'll understand.”

“It's like… wanting us to be one,” Rarity said slowly, “I would pull you closer, and closer, hoping that you and I would become one person, but I didn't know why. But yesterday, it made sense. I was terrified, but you were first one I reached out to,” tears started to fall from Rarity's eyes, “I've always said it in native tongue… but this time I want there to be no question. Applejack… I love you.”

Applejack didn't think she'd start crying, but when she said that, the tears just came. This wasn't the first time she had said it in English before, but somehow it felt different this time. She meant it with her whole heart and soul. There was no question about it. Rarity felt exactly the same way as Applejack.

“Ah… love you too, Rarity,” Applejack said pulling Rarity closer into a tight embrace. For now, there wasn't anything to worry about. They'd deal with the aftermath when it came up, but for right now, they'd just enjoy lying in each others arms.

Sunset, Dash, Pinkie Pie, and Fluttershy were surprised as hell to see Applejack and Rarity walk in together for breakfast, as Rarity usually ate at home. They were also surprised to see Rarity in such good spirits after the last attack. Actually, the air around both Applejack and Rarity felt completely different.

“Mornin y'all,” Applejack said letting Rarity sit down first before sitting right next to her. Dash looked intently at them for a second before speaking.

“You two did it, didn't you?” Dash asked, shocking everyone there.

“RAINBOW DASH!!!” Fluttershy shouted slapping her in the arm.

“Aw come on, you and Twilight had the same feel when you did it for the first time,” Dash retaliated.

“Seeing them come in together holding hands was another give away,” Pinkie Pie pointed out.

“Um, Ah don't wanna put Rares on the spot, but…” Applejack said.

“It's fine AJ,” Rarity said patting Applejack's lap before looking Rainbow Dash dead in the eyes, “Dah, AJ and I, er… what is it American's say?”

“Went all the way?” Dash asked, still smirking looking right at Rarity.

“Dah, that,” Rarity said smirking herself, “Do you have anything to say about it?”

Dash closed her eyes chuckling, leaned over the table, and hugged Rarity.

“Only that it's about damn time,” Dash said, “Congrats, you two.”

“Spasibo, Dash,” Rarity said returning the hug.

“Are you sure you should be here though?” Sunset asked, “I mean, with what happened yesterday, you can't be-”

“Trust me,” Applejack said, “Right now, the last place Rares needs ta be is home.”

“Dah,” Rarity said, “Also, Applejack filled me in on what happened on Lyoko. That was Twilight?”

Sunset nodded gravely, “I'm afraid so. XANA used Celestia to blackmail her into planning that attack. The manta onslaught, the specters, hell, possibly even tying you up at the power plant with a bomb was a part of Twilight's plan.”

When Rarity looked down seriously, Applejack placed a hand on her back.

“You alright?” Applejack asked.

“You're not upset at Twilight, are you?” Pinkie Pie asked sadly.

“Nyet,” Rarity said, “All this tells me is that we need to rescue Twilight and Principal Celestia as soon as possible.”

“I agree,” Sunset said, “I'm beginning to think that we can't afford to wait until we can pinpoint her exact location. At this rate, it's going to take us the entire semester to find her.”

“With what happened yesterday, I don't think Twilight can wait that long,” Dash said, “Damn, this is so frustrating!”

“You wanna know what sucks?” Pinkie Pie asked, “Twilight's probably right under our noses.”

“What do you mean by that?” Sunset asked Pinkie Pie, afraid of the answer.

“That's how it usually is,” Pinkie Pie stated moving her food around with her fork, “The main enemy's base is usually in some obscure place right next to you and you don't even realize it. At least, they're original base. Usually the final area is somewhere really crazy like in outer space or something.”

Sunset let her head fall onto the table. Why did she expect any different from Pinkie Pie?

“I hope Twilight's okay,” Fluttershy said somberly looking away, “I hate knowing that I sent her back to XANA.”

“Hey, ya did what ya had to do,” Applejack said, “This jus' shows us how serious this is. XANA's makin direct hits on us now.”

“Thinking about that, Pinkie Pie might be onto something,” Rarity said. Sunset looked up at Rarity deadpanned.

“You don't serious believe Pinkie Pie's gamer logic, do you?” Sunset asked.

“From what we know about XANA, he never does more than he has to,” Rarity said, “The only reason he targeted us directly before was because we were direct threats to him. Once he left super computer, that stopped.”

“Yeah, so?” Dash asked.

“So why did he suddenly target me directly like that?” Rarity asked, “If we assume that we're actually really close to where XANA is keeping Twilight, or possibly doing better than we think, it would make sense for him to try and kill one of us like that.”

Sunset looked at Pinkie Pie, who had the sweetest smile. What was this girl?

“Okay, so how do we pinpoint exactly where she is?” Dash asked, “If Pinkie Pie's right, if we go too far we could shoot ourselves in the foot, again.”

“I can have Spike head to the last tower and pick up on Twilight's virtual scent,” Sunset said, “Trying to find XANA might be too hard with him being a multi agent, but since XANA sent Twilight herself, and she wasn't connected by XANA, Spike could do a search for her instead.”

“Ya mean XANA messed up again?” Applejack asked, “What's with these string of fuck ups?”

“I'm thinking it's trap,” Rarity said, “XANA doesn't make mistakes like this.”

“No, he doesn't,” Sunset said, “But… what if… that wasn't XANA's idea?”

“You mean someone else using XANA?” Pinkie Pie asked.

“Perhaps. That whole plan felt odd to me, like it was out of XANA's character. He loves taunting us by using Twilight as a virtual hostage. He's one note, but that entire plan from yesterday wasn't something XANA would have come up with. I hate to say it, but it was TOO good for XANA. That seemed more like something… a human would have come up with.”

“You don't think XANA works for a human, do you?” Applejack asked.

“I think it's possible that XANA has a human partner,” Sunset said, “Sure, he has Twilight as an avatar, but he himself is still bound to the virtual plane. He would need a real world contact.”

“What sort of fucked up human would want to work for XANA?” Dash asked.

“Probably someone who's arrogant enough to think they can control XANA,” Fluttershy said.

“Either way, if that plan was made by XANA's human partner, then we're in luck,” Sunset said, “We can take advantage of this and track down XANA's personal Lyoko. With luck, this time we will be infiltrating a replica.”

Unlike Twilight, Starlight was allowed to move around freely, as long as she returned back to the base at a certain hour. As such, she went to her favorite restaurant to get a bite to eat while she thought about Twilight's words.

She should have known that there wasn't anything that could be done. No one but XANA could release her bindings, and he was too strong for anyone to oppose. If Twilight tried fighting, she'd end up being killed for sure. When you fought the system, it always turned out terrible. XANA was the new system.

But it wasn't fair for her to be trapped here either. She was only a child, and she was suffering even more than Starlight. She had no freedom, she was torn away from anyone who loved her, and the only contact she had came from her Boss/Master and XANA, both of which who got great pleasure in taunting her.

And then there was that name Twilight said. Was one of her friends…?

“I don't know what to do,” Starlight groaned.

“Having trouble at work, Starlight?” the waitress asked walking up to her.

“Hey Sapphire,” Starlight said to the blue haired woman with the pink bow in her hair, “Maybe a little.”

“That looks like more than a little,” Sapphire said, “What's bothering you, hon?”

“Sapphire, I…” as usual she had to choose her words carefully, “I met someone today who's in a really bad situation. She asked me for help, but…”

“You don't want to help her?” Sapphire asked.

“It's not that I don't want to help her, it's just…” Starlight sighed, “I don't know if I can help her. Her situation is pretty hopeless, and if I'm being honest, mine isn't much better either. Me helping her could just make things worse for both of us.”

“Hm… that is a problem,” Sapphire said thoughtfully, “Is her situation really that bad? She's not exaggerating at all?”

“Oh no, she's not,” Starlight said, “It's really screwed up.”

“And… she can't get out of this situation herself, or ask anyone else?”

“No. I'm literally the only one right now who can help her,” Starlight admitted looking down somberly.

“Well then, why not give it a shot?” Sapphire asked.

“Because if this messes up, then we could both end up in a lot of trouble!” Starlight said.

“But what's the alternative? You telling her that she should just suck it up and deal with the hand life dealt her? From what you just told me, that doesn't seem to be much of an option.”

Starlight wanted to challenge that, but immediately remembered when Twilight broke down in front of her. She couldn't stay here and retain her sanity. The poor thing probably was losing that bit by bit.

“I don't know what's going on,” Sapphire said turning away, “but if I had the power to help someone, I'd rather try and fail, than to have never tried at all.”

Sapphire walked off, leaving Starlight to her thoughts. Could she really help Twilight? No, what she could do was limited. But what could she do? How could he help Twilight get back to her friends?

Her friends…?

“I pray this doesn't bite me in the ass later,” Starlight said pulling out her personal tablet, “But if she's really friends with her, then this just might work. I just hope Sunburst's sister remembers this strategy.”

“Alright then, I'll let her know,” Luna said into her office phone, “Is there anything you want to say to her? I could probably-” the woman on the other end's accent was thick, but Luna could understand her well enough, “Yes, I suppose right now giving her space would be the best option. I apologize for everything, Mrs. Dostoevskaia,” Luna smiled at the words of the woman on the other end, “I'm sure she'll be happy to hear that. Have a good night.”

Luna hung up the phone and sat back in the chair relaxing after taking care of that last big issue. Luna contacted Rarity's parents immediately once she learned that she was at the school. She and Applejack had spent the entire day cutting class, and while normally Luna would have thrown a fit, she felt that they needed the time together.

Luna's attention turned to the picture of her with Celestia and a much younger Twilight. Seeing that picture, and realizing that she was the only one not currently being held by XANA in it, put a lump in her throat. She missed them dearly.

KNOCK KNOCK

“Um, Lulu, are you in?” Fluttershy called out from outside, “If you're busy, I can come back later.”

“Please, come in Fluttershy,” Luna said. Fluttershy opened the door and slowly walked in, shuffling nervously.

“Um, I'm sorry to come into your office unannounced,” Fluttershy said, "I heard you were taking care of some important work..."

“Yes, I just finished talking to Rarity's mother,” Luna said, “She feels that for the time being it would be best for Rarity to stay at the dorms, at least until things calm down at home.”

“I see…” Fluttershy said softly. Luna remembered that back before the whole XANA incident, Fluttershy was extremely introverted to the point of social anxiety. Seeing her come out of her shell so much was nice, but lately it seemed like she was beginning to withdraw into herself again.

I owe it to Sombra to not let that happen.

“Is… something on your mind, Fluttershy?” Luna asked Fluttershy, who jumped nervously.

“Oh! Um, it's nothing really… I mean, I did want something, but um…” she sighed and turned to the door, about to leave.

“Fluttershy,” Luna said walking over to her and taking her hand, “I know that before you and I weren't really close, but I was a different person back then, with my own set of issues.”

“I guess… you'd rather not talk about it though…?” Fluttershy asked with a slight smile, who coughed blushing.

“Ahem, glad you understand,” Luna said, “My point is that I have matured a lot since then, and as someone who knew your father well, I wish to be in your life now. Are you still bothered by Twilight's actions yesterday?”

“A little…” Fluttershy said turning to Luna, “Um, can I ask you a question?”

“Sure,” Luna said as they walked back into the office to sit down.

“What is Miss Tia to Twilight?” Fluttershy asked.

“What is she to Twilight, hm? Well, it's kind of difficult to describe. I suppose the best way is to tell you how they met,” Luna said sitting back at her desk.

“You don't mind telling me?” Fluttershy asked.

“I think this time, I wouldn't mind talking about it,” Luna said smiling, “You see, Twilight is known as a genius now, but back in elementary school she had a liot trouble. She would ask her teachers to go over things that multiple times, she couldn't wrap her head around more basic concepts, and couldn't get anything higher than a C in anything. Her teachers were frustrated with her, as were her parents. She could learn, but it was hard using conventional means.

“When she was eight years old, her parents enrolled her into the school that Celestia and I were teaching at before coming here. Celestia at the time was a third grade homeroom teacher, and was drawn to Twilight. She saw something special in her. She might have even seen a bit of herself in Twilight. I remember how upset Celestia was when she spoke to Twilight's parents.”

Six years ago

“You think she's slow?” Celestia asked wide eyed, currently wearing a light green and golden dress and fancy boots.

“We've tried everything,” Twilight's mother, Velvet said with a saddened sigh, “We know she's capable, but she has such a hard time in class. Her other teachers-”

Celestia slammed her hands on the table in front of her, “I'm not her other teachers!” she sat back down and composed herself before continuing, “The problem isn't Twilight. It's NEVER Twilight. Whenever a student has trouble learning in class, the fault lies with the teacher. Twilight is a bright student with infinite potential, and I promise you that I will not rest until she sees it herself!”

“Miss Tia was really passionate about helping Twilight,” Fluttershy said.

“She must have felt like she failed you,” Luna said, “She allowed her fears to consume her, and abandoned you in the super computer. The thing about Tia is that when she's grieving, she goes all into whatever she's doing at the time. Her determination to not abandon anyone else again drove her to look out for Twilight.

“So Celestia became Twilight's personal tutor. Through her interactions with Twilight, she learned that Twilight was actually a savant. She couldn't wrap her head around simpler concepts, but she could understand more complicated ones. Celestia also saw that Twilight learned better when left to her own devices. You see, Twilight has her own logic. It's difficult to explain, and it doesn't really make sense to anyone else, but it makes perfect sense to Twilight. Celestia never told Twilight that the way she thought was wrong, or that she was a slow learner.

“But that's not all Celestia did for Twilight. Even after Twilight jumped to the fourth grade and beyond, Celestia remained a constant in her life, always checking on her, helping her keep up with her lessons, she'd even invite Twilight to come with us on special trips. While her parents were a little distant toward Twilight, Celestia and myself actually, were always there for her.

“We became the principals of Canterlot High right around the same time that Twilight was going into high school. We immediately jumped at the chance to enroll Twilight here, as Celestia thought it would be the best place for her. Most of the students thought Twilight didn't have any friends, but the truth is, I think she had one. She spent more time with Celestia than anyone else.”

“So that's why she went so far,” Fluttershy said looking ashamed, “Twilight really loves Miss Tia.”

“That she does,” Luna said, “It's sad to say, but she's more of a mother to Twilight than her biological mother. I don't blame her though. Twilight wouldn't be an easy child to raise. It takes a special person to raise a child, and since Celestia can't have any of her own…”

“She can't?” Fluttershy asked wide eyed.

“She was in an accident a few years before she met Twilight,” Luna explained sadly, “Though she recovered, her uterus was badly damaged, so…”

“Oh dear…” Fluttershy looked like she was on the verge of tears now, “I feel awful.”

“Why?” Luna asked.

“When Twilight was afraid XANA would kill Miss Tia, I don't think I was sensitive enough to her feelings. Even now, I've been more worried about rescuing Twilight, even though Miss Tia is in just as much danger, if not more.”

“Fluttershy, you still did the right thing by calming Twilight down,” Luna said, “You gave her hope. I'd love to get Celestia out of wherever she is right now, but XANA is a direct threat to Twilight right now. I'd like to think that Celestia would want us to prioritize Twilight's safety.”

“Well yeah, but…” Fluttershy's cellphone buzzed. She looked at it and saw it was Sunset Shimmer, “Um, hello?”

“Fluttershy, you have to come quickly!” Sunset said, “I… it's… just come to the factory!”

“Should I bring Lulu with me?” Fluttershy asked.

“Yes, please!” Sunset said, “I've already called the others, including Discord. They're on their way!”

Sunset hung up the phone, and Fluttershy looked at Luna, who raised an eyebrow.

“Are we needed?” Luna asked.

“Sunset told me to bring you as well,” Fluttershy said, “Do you mind?”

“Not at all,” Luna said standing up, “We can take my car. Come Fluttershy.”

A few minutes later, the elevator opened, and Fluttershy and Luna finally walked in. They were the last ones to arrive.

“Looks like we got a full house today,” Applejack said smirking at Luna, “Welcome back ta HQ.”

“It's good to be back, Chief,” Luna said returning the smirk, “Hope you weren't in too much trouble without me holding your hand.”

“Now that everyone's here,” Sunset said, “I can show you guys what I just got.”

Sunset opened up a tad, revealing an email. All that was written in the email were two sets of numbers:

Twilight: 56 LAT, 17 LONG

Celestia: 14 LAT 18 LONG

“Okay, that's odd,” Dash said, “What do you think this means?”

“Well, I was confused too, so I had Spike check the coordinates on the Digital Sea, and I found…” Sunset pulled open the map of the Digital Sea, which now had two locations marked, “These two replicas.”

“You don't think these are where Twilight and Celestia are, do you?” Rarity asked.

“It's kinda fishy,” Applejack stated, “Why all of a sudden?”

“Whoever sent this email was SUPER careful,” Sunset said, “I almost missed it. Not only was it disguised as spam, but it was so encrypted that I had to spend a majority of my time here just getting the damn thing open. Honestly, I don't think even XANA would have been able to get into this.”

“So, we're going, right?” Dash asked.

“Dash, we can't just-” Sunset was cut off by Dash slamming her hand on the dashboard.

“Why the hell not?! Look, the worst thing that could happen is that it turns out to be another trap set by XANA, and that's nothing new. We've got everyone here, just about, including two of the Lyoko Architects. If worst comes to worst, they can pull us out. But what if this is legit? What if we're looking at where Twilight is right now? I don't know about you guys, but I'm not all too keen on spending another week on filler and grinding if I can avoid it. Twilight is my friend, and since I already have a bit of a reckless streak, I'm just gonna say it. With or without you guys, I'm going into Lyoko!”

“I'm going with her!” Pinkie Pie said suddenly, “I want our team to be complete again, and I'm really scared for Twilight and Celestia. Besides, I feel like this is the real deal. Someone on the inside is helping us. If Dashie is going, then so am I.”

Applejack grumbled for a second, “What the hell, Ah'm with 'em too.”

“Applejack, come on,” Sunset groaned, “You're supposed to be the rational one.”

“Rationality was thrown out the window when XANA tried ta kill Rarity,” Applejack said sternly, “Ah say we at least investigate this. If this turns out ta be real, we gotta go for it.”

“Dah,” Rarity added, “I'm going in too. I want to put end to this fight as quickly as possible. If this is means of ending fight, then I'm for it.”

Sunset sighed pinching the bridge of her nose, “I suppose you're siding with this crazy plan too, Fluttershy?”

“More or less,” Fluttershy said, “But, I think… we should search for Miss Tia first.”

That surprised everyone, who thought she'd be the main one jumping at a chance to rescue Twilight.

“Fluttershy, are ya sure?” Applejack asked.

“I am,” Fluttershy said, “Think about it. Miss Tia has been captured the longest, so she's probably in the worst condition. In terms of rescuing Twilight, we might need Miss Tia's help. Also,” she turned to Luna and Discord, “We're not the only ones who lost a friend to XANA. I think they're just as worried about Miss Tia as we are for Twilight.”

“XANA is going to continue using Twilight,” Luna said, “If we rescue my sister first though, we might be able to take away the last edge that XANA has over her. Plus, we can be sure that Twilight's location is heavier guarded than Celestia's.”

“I think you've been outvoted, Sunset,” Discord said with a smile, “Sometimes, there's a time to be careful, and a time to be reckless. This might be time for the latter.”

Sunset looked at everyone and sighed.

“Well, it wouldn't hurt to investigate,” she turned to the computer, “Alright. First I'm going to send the core team to Lyoko so we can take the Argo. Once we're there and the way tower is tagged, I'll have the architects transfer in, and we can split up the teams from there,” she turned to everyone, “The second it looks like you guys are about to die, I'm pulling you out, okay?”

Everyone nodded, and Fluttershy, Pinkie Pie, Rainbow Dash, Rarity, and Applejack ran to the elevator, taking it down to the scanner room.

“Transfer Applejack!” Sunset said as Applejack got into her scanner.

“Transfer Rarity!” Sunset continued, Rarity stepping into her scanner.

“Scanner Applejack!” Sunset said, now rendering Applejack's avatar.

“Scanner Rarity!” Sunset said, waiting until Rarity's avatar finished rendering before pressing the enter key, “Virtualization!”

This time, Applejack and Rarity took form in Sector 5. A second after they dropped down, they heard Sunset get to work on the second group coming in.

“Transfer Rainbow Dash!” Sunset said, closing Dash's scanner as she entered it.

“Transfer Pinkie Pie!” Sunset said as Pinkie Pie skipped into her scanner, closing it.

“Transfer Fluttershy!” Sunset said, Fluttershy slowly walking into her scanner as it closed.

On Sunset's computer, Rainbow Dash's avatar started rendering, “Scanner Rainbow Dash!”

Next, Pinkie Pie's avatar came up and rendered, “Scanner Pinkie Pie!”

Finally, Fluttershy's avatar rendered, “Scanner Fluttershy! Virtualization!”

Right above Applejack and Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy rendered into Lyoko and dropped down.

“Launching Spike program! Transfer!” Sunset said from the real world. Behind the girls, Spike rendered and gave a determined howl, “I set up the short cut, so you guys can take that to the Argo.”

The five girls and their cybernetic canine companion ran to what looked like an elevator. Once all six of them were on it, the platform rose up at high speed, stopped, and then moved quickly to the right. When it stopped, they ran to the hanger for the Argo.

Fluttershy and Spike stood in the center circle while the others stood on the smaller ones, they vanished, all appearing in their respective cockpits (Spike sitting in the main one with Fluttershy). The Argo detached itself from the field suspending it, and it flew out to the tunnel leading outside of Sector 5.

Once outside, the machine dropped into the water, exiting the sphere that led to their Lyoko and emerging in the Digital Sea.

HOLOWEB SYSTEM

ACTIVATED

The Argo changed to its travel mode, and Fluttershy activated the jets, driving the vessel in the direction of the Lyoko replica closest to them. The one that supposedly had Celestia in it.

Back in a darkened computer room, Starlight Glimmer was sitting at her desk watching the ship disembark on her radar.

“Godspeed, kids,” Starlight said, praying that she didn't send these kids to their deaths. Twilight seemed to believe in them, so she just had to believe as well. She quickly disconnected her computer, and then exited the private room, pretending to be working.

At about halfway to their destination, the entire Digital Sea changed from blue to red, and an alarm was heard.

“Think XANA knows we're here?” Applejack asked.

“This just proves this isn't a trap,” Dash said, “He wouldn't have attacked this soon otherwise.”

“We are close, dah?” Rarity asked.

“About halfway there,” Sunset said, “Fluttershy, try and continue the trip. Everyone else, deploy and defend the Argo.”

“Launching assault drones,” Fluttershy said pulling down four switches on her dashboard. The four small vessels that her friends were sitting in disconnected from the ships main body and flew off in separate directions.

A swarm of monsters that looked like piranhas with long tails swam over to the Argo. These were called kongres, and were the most common monsters found in the Digital Sea. Rainbow Dash and Pinkie Pie both flew right into the swarm of monsters.

“Eat this!” Dash shouted, firing a torpedo right into the swarm. Most of the Kongres flew away, but a small group of them were shot down and instantly killed by her attack. Pinkie Pie flew up chasing another group. She fired her torpedoes at the group, using her lock on feature to kill them, but another group fired at her from behind with their eye lasers.

“Hey, I got bogies on my tail!” Pinkie Pie cried.

Applejack, who became a bit of the ace in these missions, flew right over to Pinkie Pie's ship and fired at the kongres, destroying them.

“Thanks Fox,” Pinkie Pie said jokingly.

“One of these days, yer gonna tell me why ya keep callin me that out here,” Applejack said shaking her head.

A few other monsters swam up to the Argo, these looking like black and white sharks without eyes. The three monsters opened their mouths and fired missiles at the Argo, knocking it off balance.

“AHH!!!” Fluttershy screamed. She looked ahead and saw the Lyoko replica they were trying to reach right behind the sharks.

“Fluttershy, hang on!” Rarity called out flying over to the main ship. She fired her torpedoes at the sharks, killing one, but the other swam out of the way. It fired at Rarity, knocking her back away from the Argo.

“Rarity!” Fluttershy cried. She then targeted the last shark and fired her own torpedoes at it, killing it. Once all the monsters were cleared, the sea turned blue again, “I'm bringing you all back in. Recovery.”

Fluttershy pulled the switched again, and the four attack drones flew back to the Argo latching on. Rainbow Dash naturally did a fancy stunt flying around before landing back in place.

“We're almost there,” Sunset said, “Once we're there, tag the way tower so we can work there.”

“Got it,” Fluttershy said, flying the Argo to the replica.

After opening the pathway and going inside, the Argo emerged to find themselves not in any of the outer sectors. It looked like Sector 5.

“Sunset, Ah think this place is a replica of Sector 5,” Applejack said.

“That proves it,” Sunset said, “This is the only Sector 5 replica we've found so far.”

“I don't see the way tower,” Fluttershy said, “I think we're going to need our Tera-Bikes for this place.”

“I can at least send those,” Sunset said, “Rarity, Rainbow Dash, you two go with Fluttershy to tag the way tower. Once that's done, I'll bring the Argo and everyone else to the tower and we can send Discord and Luna into Lyoko.”

Everyone was transported out of the Argo, and Rarity and Rainbow Dash's Tera-Bikes rendered in front of them. Rarity and Dash drove off, and Fluttershy flew after them. On the road, bikers appeared driving after the girls on the road.

“Hey, my old friends!” Dash said with a smirk, “I missed ya guys!” She drove her bike's trail in the way of a biker, making him crash into it and explode.

Rarity slowed down suddenly, causing two bikers to drive ahead of her. She then charged up her sword and slashed at the air, sending a shock wave through the bikers destroying them in one shot. Two mantas flew in and fired at Rarity, causing her to drive out of control.

“Light Arrow!” Fluttershy shouted, firing at one of the mantas impaling it, but the other one flew in her direction and began firing at her while chasing her.

“Fluttershy, I'll get him off you!” Dash said driving up to them. She threw a kunai at the manta to get its attention, “Hey, over here!” she called out to the manta. The monster flew toward Rainbow Dash as she drove down the road firing at her, and Fluttershy fired a Light Arrow at the monster, killing in instantly.

After a little while of riding and dealing with incoming monsters, they found a single tower standing on a platform. Fluttershy landed in front of it and phased inside. She then ran to the center of the tower and allowed herself to be lifted up to the top platform. She elegantly landed and walked over to the control panel, hacking into the tower and sending the information to the Sunset in the real world.

“Alright, I got it,” Sunset said, “I'm going to move the Argo to the tower. Luna, Discord, you two should get ready.”

Luna and Discord nodded and ran to the elevator, taking it down to the scanner room. Once Sunset moved the Argo and led everyone else to the tower, she connected to the Argo and set up the transfer.

“Transfer Luna!” Sunset said as Luna slowly walked into the scanner before it closed.

“Transfer Discord!” Sunset said as Discord walked inside of his scanner, bowing elegantly.

On the computer, Sunset rendered Luna's avatar, “Scanner Luna!”

Finally on the computer, Sunset watched as Discord's avatar rendered, “Scanner Discord! Virtualization!”

She pressed the enter key, and the two of them were pulled into Lyoko.

The Argo moved into position as Luna and Discord rendered into Lyoko and dropped down next to Fluttershy, Rarity, and Rainbow Dash. Pinkie Pie and Applejack drove to them on their Tera-Bikes, and Spike jumped off from the Argo, as he was sitting on top of it as it moved.

“So, who are we sendin up?” Applejack asked.

“I'm going,” Fluttershy said, “If Celestia is here, I need to be here to use the super computer.”

“I'm going as well,” Luna said, “My sister may be here. I am partially to blame for her capture, so I must rectify this error.”

“If she's going, I don't think I'll be needed out there,” Discord said, “Mind you, I'd love to be there, but I'm willing to bet XANA's going to send his crew here to destroy our ride in a bit.”

“Ah'll stay here with Discord,” Applejack said, “Rares, can you go with them?”

“Dah,” Rarity said nodding.

“I'm going out there too,” Dash said, “You need a long range fighter, and I can use my super speed to search the base for Celestia.”

“I'll stay here with Spikey,” Pinkie Pie said petting Spike, who barked in confirmation.

“Alright, I'm transferring everyone going to the real world into the Argo,” Sunset said, “That's Fluttershy, Rarity, Rainbow Dash, and Luna,” as she spoke, said members all transported into the Argo, Luna appearing inside Applejack's cockpit.

“Translate Fluttershy!” Sunset said as Fluttershy vanished from the main cockpit.

“Translate Rarity!” Sunset said, Rarity looking up seriously as she vanished.

“Translate Rainbow Dash!” Sunset said, Dash grinning in anticipation as she vanished. This was her favorite part.

“Translate Luna!” Sunset finished, Luna folding her arms with her eyes closed as she vanished.

Four orbs of light and electricity formed right outside a base that seemed to be near a mountain at night. The four lights took form, becoming Rarity, Rainbow Dash, Fluttershy, and Luna in their Lyoko forms. Once they completely translated, Rainbow Dash ran to gate looking inside, where she saw military men guarding the main entrance of the base.

“Yeah, this looks important,” Dash said, “Those guys don't look like specters.”

“Odd,” Luna said walking up to her, “All the replicas you've found before were always guarded by specters or machines, right?”

“Dash, you go and disable guards, dah?” Rarity asked.

“Leave it to me,” Dash said pulling out a kunai. Luna held her hand out before she could run out though, “Huh?”

“Let me,” Luna said looking out at the guards, “I can knock them out without killing them.”

“How can you get over there without being seen though?” Fluttershy asked.

“Quite easily actually,” Luna said smirking, “Super Smoke!” a black mist appeared underneath Luna, and it looked like she fell into the ground. As the mist moved over to the guards, the three girls looked at it surprised.

“Not gonna lie, that's pretty hot,” Dash said.

“Kind of creepy, if you ask me,” Rarity said folding her arms.

The black mist moved behind the guards and stopped, and Luna slowly rose out of the mist with her arms folded. The guards, sensing danger, turned around to face Luna right before she grabbed their heads and slammed them into each other, knocking them both out.

Dash, Rarity, and Fluttershy ran over to the gate.

“You are the coolest adult I've ever seen!” Dash cheered.

“Thank you,” Luna said proudly, “That technique is one of my favorites. Combat isn't just about throwing out everything that you have. A true warrior knows the importance of avoiding combat when able.”

“Huh…” Dash said looking down at her kunai. It looked like she really took to what Luna said.

“Sunset, can you get a read on what's inside?” Fluttershy asked.

“Yeah, and let me tell you, this place is huge,” Sunset said, “But, I see something really odd in the lower section of the base.”

“That's probably super computer,” Rarity said, “We'll need that to get Celestia out, dah?”

“I think you guys understand how this will work,” Sunset said, “I don't know where the dungeons are though.”

“I think… I might be able to lead us there. Follow me,” Luna said running into the base, and the girls ran after her closely.

“DAMIEN!!!” XANA screamed in Twilight's body, bursting into main computer room where Tirek and Starlight were, “The girls have found our base in Germany!”

“What?!” Tirek exclaimed, “How did that happen?!”

“You tell me!” XANA ordered grabbing Tirek by the neck, “That Lyoko sector is encrypted! Literally the only way they'd know would be if someone told them!”

“I wouldn't be that stupid to let that information slip!” Tirek defended, “Contrary to how you see me right now, I'm on your side!”

XANA turned to the side with a glare.

It was you, wasn't it?! You led them here when you faced them, didn't you?!

Looking for someone to blame, XANA? Sorry, but I'm not taking responsibility for this. Maybe your plan isn't so fool proof after all.

“This is why I hate working with humans!” XANA said, “Starlight!”

Starlight shot up to attention, “Yes Master XANA!”

“Translate Twilight into the Germany base!” XANA ordered, “I'll send monsters to attack the ones still in Lyoko, but I'm dealing with this issue personally!”

“Understood, Master XANA,” Starlight said with a bow. XANA exited Twilight's body, and created virtual bands around her arms and waist. Tirek quickly pulled Twilight over to the scanner, but she met eyes with Starlight briefly. Starlight nodded subtly to her, and Twilight was wide eyed.

She did help her.

Tirek threw Twilight into the scanner as Starlight reluctantly got to work.

“Transfer Twilight,” Starlight said closing her scanner and pulling up Twilight's altered avatar, “Scanner Twilight. Virtualization,” inside the transparent scanner, there was a white flash and Twilight vanished from the real world.

“Locking onto the Germany HQ,” Starlight continued, “Translate Twilight.”

“You seem odd today,” Tirek pointed out walking over to Starlight, “More somber than usual, woman.”

“Honestly Mr. Tirek, I'm just tired of fighting teenage girls,” Starlight said quite honestly.

“It's a shame we can't kill them in the virtual plane,” Tirek said.

“Y-yeah,” Starlight agreed, but she looked away somberly to hide how she really felt about that. This was exactly what she was afraid would happen. Once they failed in rescuing Celestia, XANA would hunt them down and kill them in the real world next.

No, she had to believe in them. They hadn't failed yet.

Back in Lyoko, everyone was sitting patiently by the Argo. Discord and Pinkie Pie sat down in front of the tower playing cards, and Applejack was with Spike near the Argo petting him. All of a sudden, Spike's ears perked up and his eyes flashed red as an alarm was heard. Spike stood up and growled looking ahead.

“Guys, Spike senses XANA!” Applejack said standing up and pulling out her guns. Discord and Pinkie Pie shot up and got in fighting stances just as four mantas flew in their direction.

“Oh, is that the best you've got XANA?” Discord said throwing cards at the mantas, “You really need to-” a red laser shot Discord in the side, bringing him to one knee.

Discord: 70 HP

“Discord!” Pinkie Pie said running to his aid. She looked and saw two creepers walking over to them. They fired again, but this time Pinkie Pie pushed Discord out of the way and then ran over to them on all fours.

As the creepers fired at her, Pinkie Pie jumped to the side out of the way and then rolled into a ball tackling one of the creepers knocking it back. Discord jumped into the air and threw down three cards that exploded, killing one of them.

The remaining creeper started firing at Discord, who spun around like a top and swerved out of the way of all of its shots. While the creeper was focused on Discord, Pinkie Pie pressed the balloon shaped emblem on her collar.

“Limit Break!” she shouted. She then turned into a ball and rolled over to the creeper, but instead of tackling it, she began slashing at it with her claws at high speed. Her final attack in her combo consisted of her kicking the creeper high into the air, and then jumping after it as a ball and rolling, damaging it with her body.

“Not bad,” Discord said, “I wish I had one of those Limit Break things.”

“Yeah, it's a shame you and Luna are only temporary party members,” Pinkie Pie said landing in front of Discord, “I mean, you don't have Limit Breaks, but you have killer stats.”

“Aw shucks,” Discord said, pretending to be bashful.

Applejack and Spike focused on firing at the mantas. One manta got a lucky shot in knocking Spike back.

Spike: 80 HP

“Spike!” Applejack cried. Before she could retaliate, two mantas fired at her at the same time.

Applejack: 40 HP

“Applejack, be careful!” Sunset cried, “That attack already knocked out half of your hit points!”

Before Applejack could get back up, three more creepers walked over to her and started firing in her direction. Spike got up and ran to the creepers, turning into a razor wheel and slicing through one, turning around, and slicing through another. She stopped next to Applejack, charged up a fireball, and shot it at the final creeper, actually burning it to death.

“Thanks Spike!” Applejack said, Spike howling in response. The mantas fired in their direction again, and Applejack saw another group of creepers approaching them, some of them walking over to the Argo, “Sunset, how close are they to findin Principal Celestia?”

“I think they're getting close,” Sunset said, “Luna seems to know where she's going.”

“Good. Ah'm countin on ya, Lulu,” Applejack said returning fire on the mantas while Spike ran off to deal with the creepers attacking the Argo.

As Luna led the team through the base, they ran into a number of soldiers. Luna insisted on dealing with them in nonlethal manners if possible, so she and Dash stayed ahead knocking them out in various ways.

After a few minutes, Luna stopped in front of a sealed door with an electric password lock.

“Hold,” she said as they girls stopped near her, “I think this is it.”

“How do you know?” Fluttershy asked.

“When XANA corrupted me, I went here once,” Luna said, “If I'm right, then…” she pushed a few random buttons on the keypad, and the light above the keypad turned green. Rarity, Rainbow Dash, and Fluttershy looked in awe as Luna slowly opened the door…

And inside, was Celestia.

Her wrists were chained to the ceiling above her, and her ankles were shackled to the floor. She was in her white bra and panties, but except for the weak and broken appearance, she was pretty well kept.

“I expected Principal to be in worse condition,” Rarity pointed out.

“Honestly, the fact that she isn't in worse condition is a little more disturbing,” Dash pointed out.

“XANA likes to keep his “toys” in good pristine condition,” Luna said tightening her fists and walking over to Celestia, “Tia! Tia, wake up!”

Celestia stirred and opened her eyes, but then looked at Luna in fear, “No…! No!”

“Tia, it's me!” Luna said grabbing her frantic older sister by the shoulders, “Twilight and her friends saved me from XANA! I remember everything!”

“No! It's a trick!” Celestia cried, “XANA is trying to fool me! I won't believe it! I won't!”

“When we were teenagers, you took me the Renaissance Fair! You dressed up as a princess in a white dress, and put me in a black and blue dress that I hated because it was too frumpy! Right before lunch, two knights started courting you and you got pulled into an annoying tournament where the knights all fought for your hand in marriage! I secretly joined the tournament as a knight wearing full black armor, and won the tournament! Afterward, I took off my helmet, and you ran into my arms saying-”

“Thank you… oh brave night… for rescuing me… My life and love… belong to you…!” Celestia finished, tearing up, “Luna…! It's really you this time…!”

“Celestia!” Luna cried embracing her sister, “I'm sorry for everything! I was jealous of you, but I never wanted this! Can you ever forgive me?”

“Dear sister,” Celestia said leaning into Luna, “I forgave you the night it happened. I'm just… so happy that you're my beloved sister again.”

“Girls, help me with these!” Luna urged. Rarity, Rainbow Dash, and Fluttershy ran to them and started fiddling with the chains, but Celestia shook her head.

“Girls, you're wasting your time,” Celestia said sadly, “These chains were created by XANA's data, meant to keep me eternally bound. There's no way to remove them. Please, just leave me here.”

“No!” Luna said, “I'm not leaving without you!” she pulled out her sword and used it to try and pry the chains apart, “If I hadn't allowed XANA to manipulate me, I might have been able to protect you! I've always protected you, Celestia, so I will save you!”

Fluttershy turned to the door and gasped, “Everyone, look out!” she cried too late, as a white blast shot into the cell knocking Luna, Fluttershy, Rarity, and Rainbow Dash back.

Luna: 80% sync rate

Rainbow Dash: 75% sync rate

Rarity: 80% sync rate

Fluttershy: 60% sync rate

“Can't let you do that, Lyoko Warriors,” XANA said, Twilight dressed like her Lyoko avatar. Celestia looked at XANA, eyes wide in horror.

“T-Twilight…?” Celestia asked.

“XANA…!” Rarity seethed standing up and drawing her sword.

“Ooh, you actually had the nerve to fight again?” XANA said charging up another attack, “I would have thought after Twilight tried to kill you, you'd never come back.”

“I won't stop fighting,” Rarity said, “Not until Twilight is home!”

“We'll hold her off!” Dash said standing next to Rarity, “Lulu, you and Fluttershy need to get Celestia out of here to the scanner room!”

The two of them charged at XANA knocking her out of the cell. Fluttershy knelt down near the chains on Celestia's ankles examining them.

“Sunset, is there a way to break these?” Fluttershy asked.

“Hold on,” Sunset said, “I think can disrupt XANA's connection to them. Fluttershy, use your powers to establish a connection to the chains. Once they phase out a bit, Luna has to strike them with her sword. Doing that should delete the entire set.”

“Got it,” Luna said getting her sword ready, “Let's do it.”

Fluttershy held her hands at the chains and started singing.

“Okay… and now!” Sunset said. The chains turned into static, and Luna struck them with her sword, Celestia screaming in shock. Unfortunately, Luna missed the timing and the chains reinforced themselves.

“Damn!” Luna swore.

“Sunset, the chains look a little different,” Fluttershy said.

“It looks like the chains got stronger,” Sunset said, “They must be designed to get stronger based on the impact they receive.”

“See?” Celestia said helplessly, “XANA has planned this too perfectly. Please, just escape before he gets you all as well.”

Luna looked at Celestia intently, and then got her sword ready, “Fluttershy, Sunset, get ready for the second attempt,” Celestia looked at Luna wide eyed.

“Got it,” Fluttershy said. She began singing again, and the chains turned into static again. Luna charged up her sword and struck the chains again, once again just missing her timing. This time the chains turned silver.

Luna screamed in frustration and slammed a fist on the nearby wall.

“Luna, I-”

“Shut. Up,” Luna seethed, “No one here is giving up yet, and that includes you. Again!”

As they continued to work, Celestia looked at them unsure.

Rainbow Dash ran across the hall throwing her kunai at XANA, who elegantly flipped out of the way of the assaults. She fired an energy blast at Rainbow Dash, but Rarity held out her hand creating a white magic circle to defend Dash.

Rarity ran over to XANA and slashed at her wildly, but XANA moved out of the way of all of her attacks, held her hand at Rarity's stomach and fired a blast knocking her back.

Rarity: 65% sync rate

Rarity flipped to her feet as Rainbow Dash charged over to XANA with two kunai ready. She threw her kunai one by one at XANA, who was able to dodge one, but got hit by the second one.

Twilight: 65% sync rate

“Ugh, I hate how weak Twilight's body is,” XANA said dusting herself off.

“If you hate it so much, why don't you let her have it back?” Rainbow Dash said.

“Oh Rainbow Dash,” XANA said sauntering over to Dash, “If I did that, I couldn't keep tormenting you all.”

Dash growled and threw another kunai at XANA, who flipped out of the way and fired a large blast at Rainbow Dash knocking her far back into a wall.

“Dash!” Rarity cried watching her fly back.

Rainbow Dash: 15% sync rate

Rarity charged up her sword and fired a shock wave at XANA, who ran toward Rarity and slid on her knees under the attack. Rarity slashed down at XANA, but she rolled to the side and fired a small beam at Rarity, who blocked with her sword. Rarity kicked XANA to the ground and was about to stab her, but XANA was engulfed in red electricity, switching with Twilight who looked up at Rarity in fear.

“Rarity!” Twilight cried.

“Twilight?!” Rarity exclaimed.

“Don't stop!” Twilight urged, “You have to devirtualize me before-” she screamed as XANA took over again, “Too late!”

XANA fired, but Rainbow Dash used her Super Sprint to shove Rarity out of the way just in time, both of them landing a bit away from XANA.

“Stop playing dirty!” Dash shouted throwing a kunai at XANA. XANA kicked it away, but Dash sprinted over to her and slashed, punched, and kicked, all of which XANA dodged. Right when it looked like a punch was about to hit her, XANA switched out with Twilight, who in her shock fell back away from Dash's attack.

“Damn it!” Dash shouted. Before Twilight could say anything, XANA took over again and fired at Rainbow Dash, knocking her to the ground.

Rainbow Dash: Desynchronization is imminent. Returning to Virtual Space.

Rainbow Dash turned to static and faded away. XANA stood up and sauntered over to Rarity charging up her next attack.

“One down,” XANA taunted. Rarity tightly gripped her sword, bracing herself for the incoming attack. XANA had a perfect plan, and even though her synchronization gauge had probably gone back to max by now, Twilight's powers could easily bring her back down to zero, sending her back to Lyoko.

She was the only one keeping XANA away from Celestia, Luna, and Fluttershy.

Rainbow Dash reappeared in her cockpit in the Argo, and slowly opened her eyes. Outside it didn't look much better, as there were creepers everywhere and mantas flying around firing at her friends.

“Sunset, why didn't you tell me it was this bad on Lyoko?!” Dash asked.

“Oh, sorry Dash,” Sunset said sarcastically, “I'm just trying to keep up with THREE screens at once! I have XANA fighting Rarity on one screen, the fight on Lyoko on another, and my main project is helping Fluttershy and Luna release Celestia!”

“Sorry,” Dash said rolling her eyes, “Just get me out there so I can join the fight before someone eats it!”

“Got it!” Sunset said, transporting Rainbow Dash outside the Argo. She had to roll out of the way as two creepers nearby tried firing at her, but they were sliced in two by Spike, who had taken to defending their ride home.

“Good boy, Spike!” Dash said. Spike barked in response and fired at two creepers before they could get to the Argo. Dash ran over to Pinkie Pie's side and threw a kunai at a creeper she was fighting killing it.

“Dashie!” Pinkie Pie cried running to Rainbow Dash and hugging her, “What happened in the real world?”

“XANA crashed the party, that's what,” Dash said, “Hopefully they'll be fine though.”

Applejack pressed the apple emblem on her belt, “Limit Break!” she got on one knee, put her two guns together to create her shotgun, and pointed it up to the sky charging it up. She fired a large red beam into the sky, which broke into hundreds of smaller beams that rained down on all the mantas killing them.

Applejack stood up, but a creeper fired at her back, bringing Applejack to one knee as she devirtualized.

Applejack: 0 HP

The scanner opened up, revealing Applejack leaning against the wall looking irritated.

“Ah'm convinced XANA tries ta take me our first,” she groaned, “Me an' Rarity.”

“Ugh! I hit it that time!” Luna shouted, “Why didn't it break?!”

“I think it's gotten too strong for a regular attack,” Sunset said, “Luna, you have to hit it with a stronger attack.”

“But if she misses the timing, the chains will become too strong to delete!” Fluttershy said.

“I know,” Sunset sighed, “If that happens, we can't release Celestia without deleting XANA.”

“Luna, Fluttershy, please,” Celestia said, trembling as tears fell from her eyes, “Just leave me here. I'm not worth saving anymore.”

“Miss Tia…” Fluttershy said standing up looking at Celestia in sadness.

“Twilight blames herself for this, I'm sure,” Celestia said, “You, Luna, blame yourself. If Sombra were here, I'm sure he'd blame himself too. But all of you are wrong. The real one to blame for all of this… is me…” she closed her eyes and started sobbing, “I created the super computer! Had I not done that! Had I just not let my curiosity get the better of me, none of this would have happened!”

“So what? You just quit?!” Luna asked harshly, “If you give up now, XANA wins!”

“HE'S ALREADY WON!!!” Celestia screamed, completely breaking down, “He has sectors all over the planet, and enough power to take over the whole world from the network! Besides, look at me! I'm a mere shadow of my former self! I can't fight XANA, not after everything he's done to me! I just wish… that Twilight didn't have to be involved in this! Twilight…! I'm sorry!”

Fluttershy looked away, unable to see Celestia like this. Luna on the other hand, gritted her teeth looking down.

“You…” Luna seethed, “You… COWARD!!!!”

SLAP

Fluttershy looked at both of them in shock, and Celestia's eyes were wide. Neither one of them could remember the last time Luna had ever been this angry.

“L-Luna…” Celestia said.

“What would Twilight think if she saw you like this?!” Luna asked, “She's currently in a much worse situation that any of us, and probably trying to convince herself everyday that there's hope! If the person she looks up to the most gives up, what hope does she have?!” tears were building up in Luna's eyes as she continued to glare at her older sister, “What hope do we have if you give up?! Yes, you are the one who created the super computer, but you alone to not bear this sin! That sin is shared with all five of us! You, me, Chrysalis, Jon, and Sombra! All of us share the blame, and yet Jon is in Lyoko right now fighting, I'm here, Chrysalis is still in hiding only because Tartarus is actively hunting her, and I know that if Sombra were still alive, he'd be doing everything in his power to fight too!”

“Daddy…” Fluttershy said, looking down painfully.

“And look at her!” Luna continued pointing to Fluttershy, “She and her friends are now stuck in this, fighting our battle! Because they have the source codes, they're the only ones who can possibly destroy XANA! They're children, Celestia! They have no business being involved in this fight, yet they're fighting just as hard if not harder to destroy our enemy! To fix our mistakes! It's not fair that they have to do this, but if they're going to stand even a ghost of a chance, they're going to need our help, and that includes you!” she got her sword ready, “Fluttershy, Sunset, get ready!”

“R-right!” Fluttershy said, quickly getting back in position. She started singing, and Luna closed her eyes, slowing down everything in her mind. She focused her energy into her blade, and got it ready.

The chains phased out, becoming static.

“NOW!!!” Sunset shouted. Immediately, Luna struck the chains. This time, the chains immediately shattered along with the ones around her ankles, and Celestia fell to her knees. Luna swung her blade and put it back in her sheath, turning her back to Celestia.

“You can keep crying about what you've done all you want,” Luna said, “But at least do something about it while you cry, even if it's small. Sunset, guide us to the super computer.”

“On it,” Sunset said, “You need to go down the western hall.”

“Understood,” Luna said walking to the door, “Come you two, we're not out of the woods yet.”

Fluttershy nodded and helped Celestia up. The three of them ran out of the cell to the super computer room, Celestia with an unreadable yet pained expression on her face.

“What's this?!” Tirek said looking over Starlight's shoulder, “Those kids released Celestia?!”

“It… looks like it,” Starlight said.

“Why haven't you warned XANA?!” Tirek asked harshly, grabbing Starlight harshly by the hair.

“I was about to, sir! I'm sorry!” Starlight said quickly. Tirek released her, and she pulled her microphone to her lips, “Master XANA, Luna and Fluttershy have released Celestia. They're heading to the super computer now.”

“Are they now?” XANA asked after kicking Rarity to the ground, “I'll take care of that. Thank you, Starlight.”

XANA charged up Twilight's energy beams to full power, and then fired right at Rarity point blank.

Rarity: Desynchronization is imminent. Returning to Virtual Space.

As Rarity faded from the real world, XANA began running to the super computer of the base.

You've been awfully quiet, Twilight. You didn't think that they'd succeed, did you? Both you and Celestia belong to me.

We'll see, XANA. Don't count my friends out just yet.

Hmph. They are humans. They are imperfect. They will not succeed.

Because you're so perfect, right XANA?

I AM PERFECT!!! I AM THE FUTURE GOD OF THE WORLD!!!

Right…

XANA hated this new brazen Twilight. She was more fun when she was a sniveling mess, crying because she knew her situation was hopeless. Now she had deluded herself into believing that she and her friends stood a chance.

She'd learn soon though. After this, XANA planned on reminding Twilight of her place, by making an example of Eos.

Luna, Fluttershy, and Celestia arrived in a large room featuring a large computer with a few soldiers inside. The soldiers all pointed their guns at them and opened fire, but they took cover behind various parts of the computer.

“Lulu, what are we going to do?” Fluttershy asked.

“We might not have a choice but to take their lives,” Luna said pulling out her rapier, “Stay and watch my sister. I'll deal with this. Someone as young as you shouldn't have blood on her hands.”

“Luna!” Celestia cried as Luna stepped out to the soldiers and ran over to them.

“Super Smoke!” Luna shouted, turning into black mist and flying toward the soldiers. They fired at the mist wildly, but Luna flew over to one soldier, took form again, and impaled him with her rapier. She used him as a human shield as she approached two more soldiers. Once he was certainly dead, she threw him aside and ran over to the soldiers.

She deflected their shots with her rapier, did a spin kick to one knocking him down and stabbing him with her blade, and then she turned to the other one and slashed at him in the chest knocking him back, and then impaling him with her blade.

With the last of them dead, Luna wiped her blade with her cape and sheathed it.

“Come you two,” Luna commanded, “Our time here is short.”

Fluttershy and Celestia slowly walked into the room. Celestia looked horrified and had to cover her mouth, while Fluttershy actually had a somewhat blank look on her face looking at one of the soldiers' dead bodies.

“Luna… why…?” Celestia asked.

“These are the people that have been hunting us for years, Tia,” Luna said, “They probably know where we live by now, and will continue to hunt us. I'm not going to let them hurt you anymore. Fluttershy, are you alright?”

“Y-yes…” Fluttershy said, “I'm okay. I just… um…”

“I apologize, Fluttershy,” Luna said, “This is why I wish you weren't involved with our fight.”

Fluttershy shook it off and walked over to the central computer near a lone scanner and sat down, “I'm going to activate this scanner so we can transfer Miss Tia into Lyoko. Sunset, what do we have to get her to safety?”

“We just need to get her back to our Lyoko, and I can pull her out via our super computer,” Sunset said, “If she gets devirtualized before that though, she'll emerge in that base, so protect her with your-” Sunset gasped, “Fluttershy! XANA is on his way there!”

“XANA is?!” Fluttershy asked.

“Now you know this isn't okay,” XANA asked. Everyone turned to see her leaning against the side of the door suggestively. Celestia backed away, but XANA turned right to her, “Oh Eos, you thought I was going to let you leave? After I eject these two, I'm going to rectify my mistake from before and put you in solitary confinement.”

“No…!” Celestia begged. Luna stood in front of her and held her rapier out.

“Like hell you will!” Luna stated, “Fluttershy, get my sister into Lyoko now!”

“Right!” Fluttershy said pulling Celestia to the scanner, “Come on, Miss Tia!”

“But… Twilight is-” Celestia said.

“She's being used as XANA's personal vessel,” Fluttershy said, “I'm sorry, but there's nothing we can do for her yet.”

“Twilight…” Celestia said, tears in her eyes, “Twilight!”

Fluttershy pulled Celestia into the scanner and practically shoved her inside before sitting back at the control panel. XANA charged into the room, but Luna held her at bay with her rapier.

“Don't ignore me,” Luna taunted, “I'm right here in the room, and you haven't even said hi to me.”

“Oh, I apologize Selene,” XANA said, “I didn't mean to hurt your feelings. Unfortunately, you are a mere failure, and I have no place in my army for failures like yourself.”

“You cut so deep,” Luna said, pretending to be hurt, “And here I thought I was special to you. I thought you loved me, XANA.”

“You're a cheeky little bitch, aren't you?” XANA asked, Luna laughed.

“Oh no XANA, you got it wrong. You see, according to my best friend, I'm not a bitch. I'm a cunt.”

As Luna and XANA engaged each other, Fluttershy opened the transfer system on the super computer.

“Transfer Celestia!” Fluttershy said closing the scanner, “Scanner Celestia!” Fluttershy continued, pulling up Celestia's avatar information, which she was saddened to see was incomplete much like she was when she was trapped on Lyoko, “Virtualization!”

Fluttershy pressed the enter key, and Celestia vanished from the scanner. Fluttershy then shot up and fired a Light Arrow at XANA, who jumped to the side out of the way.

“Starlight, send me back to Lyoko!” XANA ordered. She turned into static and vanished from the real world.

“Sunset, we need to go back to Lyoko too!” Fluttershy said.

“Transporting!” Sunset said, transporting Luna and Fluttershy back into the Argo.

In XANA's Sector 5, Celestia rendered and landed a little bit away from the fight, where she saw everyone getting overwhelmed by creepers and mantas. It looked like they had been fighting for a while.

Rarity was blocking two creepers shots as they rapidly fired at her trying to get to the Argo. Spike was naturally next to her shooting fireballs at them, but every time one creeper was destroyed, another walked up shortly to join them.

Pinkie Pie and Rainbow Dash were naturally side by side supporting each other in dealing with four creepers. Nearby them, Discord was firing at the mantas with his cards. Celestia held her hand out and tired to fire her Sun Burst at the mantas, but was horrified to see that nothing came out.

“No…! No!” Celestia cried, “What's wrong with me?!” Celestia screamed as something shot her from behind knocking her forward.

Celestia: 60 HP

“What's wrong is that I disabled your combat features,” XANA said sauntering over to Celestia, “You've lost the ability to fight on Lyoko. You're now weak, just like you are in the real world.”

Celestia looked in horror as the creepers charged up their attacks and fired at Dash and Pinkie Pie at the same time, hitting them at all angles.

Rainbow Dash: 0 HP

Pinkie Pie: 0 HP

As XANA charged up her energy beam, Celestia screamed. Discord stopped engaging the creepers and turned to them.

“Celestia!” Discord shouted running over to them. He pulled out a card and threw it at XANA, who held up her hand in defense blocking the attack.

Twilight: 75 HP

“Chaos…” XANA seethed as Discord got in between her and Celestia.

“Celestia, run!” Discord said seriously, pulling out a hand of cards.

“Jon!” Celestia cried.

“I've always wanted to be your hero,” Discord said smiling at Celestia, “You realize that you owe me after this, right?”

Celestia smiled warmly, stood up, and ran away as Discord pulled out a card and threw it at XANA. She did a series of elegant back flips as Discord threw card after card at her. He prepped himself to fire his cards out of his sleeves, but a manta shot him in the back.

“Celestia!” Discord cried as his body vanished from Lyoko.

Discord: 0 HP

“Thank you dear,” XANA said, sauntering over to Celestia. As she ran, she was blocked by four creepers.

Celestia fell back screaming, and backed away as the creepers slowly walked over to her. At the same time, Luna and Fluttershy emerged from the Argo. Right as XANA was about to strike at Celestia, Luna used her Super Smoke ability and charged over to XANA, taking form in front of her. XANA switched to Twilight right before Luna could attack, and Twilight braced herself.

As Luna continued her planned attack, kicking Twilight to the ground.

“Forgive me, Twilight,” Luna said, “but I must defend my sister no matter what.”

Twilight nodded fearfully, and Luna raised her blade to strike Twilight, but XANA took over at the last minute and held her arm out firing a large white beam out at Luna, knocking her onto the ground.

Luna: 50 HP

“Luna!” Sunset cried from the real world.

Fluttershy fired at the creepers with her Light Arrows killing all of them, and then turned to the Argo, where Rarity and Spike were still getting overwhelmed. Poor Spike got shot and fell back, sparking.

Spike: 0 HP

“Spike!” Rarity cried as Spike broke apart.

“Don't worry, I retrieved him,” Sunset said, “Spike will be fine, but we have to get Celestia into the Argo fast.”

Fluttershy flew over to Rarity's side and fired a Light Arrow at the creepers approaching the Argo, killing a few. Unfortunately, now mantas were flying over to the ship also firing at them.

“Sunset, it isn't safe!” Fluttershy said flying out of the way of the mantas shots and returning fire, “If she gets to close to the ship, she'll be instantly devirtualized!”

“Shit! Shit! Shit! Shit! Shit!” Sunset swore, clearly freaking out, “How the fuck are we going to get out of this?!”

“Why isn't Celestia fighting back?!” Pinkie Pie asked.

“Her avatar is fragmented!” Sunset said, “I can't repair the data either! She doesn't have any of her combat abilities!”

“Luna!” Applejack cried, seeing XANA's arrow right in front of Luna's on the radar.

XANA grabbed Luna by the neck and held her up, charging up her next attack.

“This might not be able to kill you,” XANA said with a manic smile, “but I can at least make sure this will hurt, a lot.”

Luna opened her eyes and met eyes with Celestia right before XANA thrust her hand into Luna's chest and fired her biggest attack point blank, blowing her avatar to pieces.

Luna: 0 HP

Back in the real world, a single scanner opened up, revealing an unconscious Luna lying down on the floor of the scanner. Applejack took the ladder jumping down to the scanner room and ran over to Luna helping her out of her scanner.

“Shit! Lulu!” Applejack cried pulling out her cellphone to call Sunset, “She ain't lookin too good! Ah don't know why, but she's unconscious!”

“It's psychological damage,” Sunset explained, “She should recover in a minute.”

“This is getting really bad,” Pinkie Pie said, “This level is too hard! I hate escort missions!”

“Let me!” Discord asked Sunset, who gave him her microphone, “Celestia, listen to me. The state of your avatar is in your mind. You can fight. You just have to believe in yourself.”

“I… I can't!” Celestia said backing away from XANA as she walked over to her, “I'm too weak! I can't do this!”

“Yes you can!” Discord said, “I know you can! You're a lot stronger than this! XANA has broken you, but you can rebuild yourself! You have to rebuild yourself! If not for you, then for Twilight!”

Celestia looked up at XANA, taking in the form she was using. XANA was using Twilight's body as a tool. The poor thing must have been terrified right now. Looking at her, Celestia thought back to how much Twilight depended on her.

Six years ago

An eight year old Twilight was the last one to leave the classroom as school let out. Celestia packed away her papers from the class and then walked over to Twilight.

“What's the matter sweetie?” Celestia asked the somber student, who shuffled nervously and refused to meet her teacher's eyes.

“I'm sorry I didn't do good on the test…” Twilight said sadly, “I did everything I was supposed to do.”

“Oh?” Celestia asked, now sitting on the desk right in front of the teary eyed student.

“I did the homework, I studied, but when the test came, I didn't know any of the answers,” Twilight started crying, “Not even the lessons made sense.”

“Twilight, if you weren't following the lessons, you should have spoken up, honey,” Celestia scolded kindly.

“I didn't want to slow the other students down,” Twilight sobbed, “All of my other teachers got angry at me because I always asked questions. They hated me because I was slow, and now you'll hate me too.”

“Oh honey, come here,” Celestia said holding her arms out for Twilight, who walked into her warm embrace, “I could never hate you. You're not slow at all. You're just a little different.”

“But I can't learn,” Twilight said, “I keep trying, but I always fail.”

“I've never met anyone in the world who can't learn,” Celestia said, “All of your previous teachers gave up on you, but I'm not like them. I'll never give up on you, Twilight.”

“You promise?” Twilight asked looking up to her beloved teacher.

“I promise,” Celestia said with a warm smile.

“Twilight honey…” Celestia said, tearing up looking at her star student, now being held captive by the one thing she was terrified of the most. She didn't know if she could beat XANA, but she knew that Twilight was very much where she was back when they met. She was in a hopeless situation, and felt like giving up.

“Twilight, can you hear me?” Celestia asked standing up, “I'm so sorry. I never meant for any of this to happen, and I didn't want you involved with this part of my life. Even worse, I've set a terrible example for you by running away from XANA. I don't know if we can win, and I don't know what I'm capable of doing, but… I made a promise to you that I'd never give up on you! If you can hear me Twilight, please hold on. No matter what XANA tells you, and no matter how much he tries to break you, remember that even in the darkest times, there is always light!”

Celestia's hands started glowing, and she slowly started standing up straighter. XANA frowned looking at her, and actually stepped back a bit.

“What the…?” XANA asked.

“You see XANA,” Celestia said, “A computer can be broken, and once that happens there's nothing that can be done. The human spirit on the other hand,” she held her hand out, “when it breaks, it can always be rebuilt.”

“What can you do against me?!” XANA asked, “I am a perfect being! You're nothing but a lowly human! I broke you once, and I can break you again!”

“No XANA,” Celestia said, “You're not perfect. The mere fact that you'd even assume to be such shows your biggest flaw. You XANA, are my one true failure.”

She fired a golden orb out of her hand that exploded on contact and knocked XANA back, surprisingly devirtualizing Twilight's body.

Twilight: 0 HP

“I'll save you, my beloved student,” Celestia said watching Twilight's body break apart and vanish. She then turned to the creepers approaching Rarity and Fluttershy, and fired another sun blast at them, knocking the creepers away, “We need to get out of here!”

“I'm transporting all of you into the Argo!” Sunset said, “Let's bring you home!”

Rarity, Fluttershy, and Celestia transported into the Argo, and the machine flew off. The monsters fired at the ship as it left, but it immediately dropped into the Digital Sea leaving the replica Sector 5.

Back in Canterlot, Sunset made sure the Argo was docked, and then immediately pulled everyone out of Lyoko. Everyone gathered around the scanner Celestia was in as it opened, revealing Principal Celestia lying on her knees in exhaustion.

“Miss Tia!” Fluttershy cried running to Celestia and embracing her, “I'm so happy that you're okay!”

“Thank you Fluttershy,” Celestia said, tears of joy streaming from her eyes, “Thank you, all of you.” Celestia looked up at the group, her eyes stopping on Discord and Luna, both of which were further back in the room, “Luna, Jon, I…”

Discord pushed though the group and knelt down to Celestia taking her hand, “We're just happy that you're safe.”

“Very,” Luna said smiling, “I knew you wouldn't stay down for too long, Celestia.”

“I'm just sorry that it took so-” Celestia cringed in pain, alerting everyone.

“Hey, are you okay?!” Dash asked.

“Even though XANA kept me in relatively good care,” Celestia said holding her chest, “He did still torture me on a daily basis.”

“We need ta get her to the hospital!” Applejack stated.

“But if she goes to a hospital, the police are gonna start questioning her!” Dash said.

“I know where we can take her,” Discord said, “I'll send her a text telling her to expect us.”

“Where are we going?” Fluttershy asked.

“To see an old friend,” Discord said cryptically.

Minutes later, the group was heading back to the school. The girls were confused, but Discord swore that the person they were meeting would be waiting for them. As Celestia was currently without garments, Luna gave Celestia her blue trench coat.

Discord led them oddly to the nurse's office.

“The school nurse?” Pinkie Pie asked, “Why are we here? Ooh! Ooh! Is this the moment when we learn some major plot relevant secret that changes everything about our journey?”

“Something like that,” Discord said.

“But the school nurse isn't here at this hour,” Sunset said.

“I told her to wait for us here,” Discord said, “Until we can publicize Celestia being okay, this is our best bet.”

Discord knocked on the door, and Nurse Cadance opened the door immediately. When she saw Celestia, she covered her mouth in shock.

“Oh my God! Auntie!” Cadance cried, “Hurry, bring her inside!”

When the group entered the nurse's office, Cadance took Celestia to the bed and immediately began examining her.

“Did XANA do all of this to you?” Cadance asked.

“Yes, he did,” Celestia said weakly, “It's good to see you, honey. I see you're as good at vanishing as ever.”

Cadance smiled, “I told you I'd be okay,” she said.

“Ah knew it,” Applejack said stepping forward, “That day when XANA attacked the school. You seemed like ya knew too much 'bout the situation. You ain't a normal nurse, are ya?”

“I'm afraid not,” Cadance said, “But that's very perceptive of you to see past my disguise,” she laughed playfully, “Not too many people would.”

“I don't believe it…” Fluttershy said, her eyes widening in surprise, “Chrysie… is that you…?”

Cadance closed her eyes, and regarded everyone seriously, “Yeah Fluttershy, it's me. I'm the last Architect of Lyoko, Proteus. My real name… is Chrysalis.”

Ending Theme: Can't Fight the Moonlight

27: Friends Forever

Theme Song: A World Without Danger

27: Friends Forever

After making sure that Celestia was taken care of, Cadance took the girls to an empty classroom while Luna and Discord stayed with Celestia. She figured that if these six girls were in this deep, they needed to know the full story.

“Once again, thank you for rescuing my aunt,” Cadance said to the teenage girls gathered around her, “I was beside myself when I heard that XANA captured her.”

“Why were you hiding for so long though?” Fluttershy asked, “Once I got my memories back, I wanted to find you, but I was afraid that you had died too, just like my Daddy.”

“Oh Fluttershy, I'm sorry,” Cadance said sadly, “I had to go into hiding after everything that happened.”

“Cause of XANA, right?” Applejack asked.

“No,” Cadance said, “By that time Auntie Celestia had turned off the super computer. I was on the run from another organization. One that I'm sure is holding Twilight right now.”

“You don't mean…?” Sunset asked, catching everyone's attention. Cadance folded her arms and nodded gravely.

“I do. Tartarus,” Cadance said. Sunset took a deep breath and stood up, walking over to a window. She was silent for the longest time before she kicked the wall.

“Fuck!” Sunset shouted.

“Somethin ya wanna share with the team?” Applejack asked, “You seem like yer familiar with that name.”

“I am, unfortunately,” Sunset said turning to Cadance, “So, you were on the run from them too?”

“Yes,” Cadance said, “I didn't know you were running from them though.”

“Let's… not get into it right now,” Sunset said, “This isn't about me. This is about Twilight. If I had known they were involved though…”

“What is Tartarus?” Rarity asked.

“They're a secret branch of the government,” Cadance explained, “They were working on a quantum computer that was designed to allow agents to move through the network. Ten years ago, it was discovered that the composition of the Real World is a lot like virtual reality. Matter can change how it moves and functions depending on how it's observed and the emotions behind it. This is all part of what scientists call the Holographic Universe theory.”

“Wait wait wait wait,” Dash said holding her hands up, “What are you saying? That the Real World isn't real?”

“Not necessarily,” Cadance said, “This world is real, but it functions in a manner similar to a hologram or virtual reality. Think about it like this. Lyoko is a virtual interface, and acts like such from out here, right?”

“Yep!” Pinkie Pie said, “It's like the coolest video game ever!”

“Auntie Luna would be happy to hear that,” Cadance said laughing to herself, “However, when you're in Lyoko, does it still feel virtual to you? Does it feel fake?”

“Nyet,” Rarity said shaking her head, “It feels real, to me at least.”

“Same here,” Dash said, “I even feel the breeze across my face when I'm running.”

“That's because in Lyoko, your DNA is changed to match the environment your in,” Cadance explained, “If there is someone higher up, like God or whoever you believe in, they'd probably see our world in a similar manner to how we see Lyoko.”

“Not gonna lie, that's a little strange ta think about,” Applejack said looking out her window up at the sky.

“Not really, when you think about it in the sense of God like she said,” Sunset said, “But with that said, what is Lyoko then?”

“Lyoko, or rather Project Olympus as a whole, is designed to take advantage of the virtual aspect of physical matter, and manipulate it artificially,” Cadance continued, scaring everyone there.

“Manipulate physical matter…?” Fluttershy asked.

“You've seen it, right?” Cadance asked, “When XANA takes over a person, turning them into a specter, they take on a more holographic appearance. They're connected to Lyoko, becoming the same as XANA, who is literally a virtual God.

“The five of us used to be programmers for Tartarus, but once we learned what they were planning we fell off the grid. We created our super computer for two reasons. One was so we could investigate the holographic state of the Universe ourselves, and two, so we could stop Tartarus. It was discovered though that while Lyoko could control physical matter, it would take an advanced mind capable of super abstract thought within the network to directly control Lyoko, something that not even Celestia could do. So we needed an interface. A means of controlling Lyoko from the outside.”

“And that something was XANA,” Sunset said. Cadance nodded.

“He started out as a multi agent system that required direct interface,” Cadance continued, “We'd say what we needed him to do, and he'd follow our commands, simple as that. Using the quantum computer, we also found a means of time travel. Doing this doubles the computer's power though, and as a result, it also made XANA stronger. When Auntie Celestia and Sombra learned this, they began using Return to the Past to make XANA stronger so he could control more. What we didn't expect, was for XANA to become self aware.

“Celestia didn't trust it. She wanted to scrap the project right there, fearing that XANA would eventually become too strong to contain within the computer. Sombra however, was so intrigued that he began communicating with XANA, and even used Return to the Past just to increase XANA's computing power. He became obsessed with XANA.”

“I… think I remember,” Fluttershy said looking down, “Daddy would spend hours in his room talking to someone. I missed him, because Mommy had just died…”

“He was a brilliant man,” Cadance continued, “But sadly, he went a little mad. Eventually, XANA became so strong that he could infect other computers, and soon even people. He had decided that if he was a God in Lyoko, he might as well become a God in the Real World too. He tricked Sombra into helping him by initiating Return to the Past sixteen times in a row, each time the computer doubling in strength. By the time we caught up with what Sombra was doing, it was too late,” Cadance sighed, “XANA was now strong enough to completely take over Sector 5, and with it, the source codes of Lyoko. He planned on activating every tower within Lyoko to turn every human within the virtual field of the super computer into a specter.”

“Even you guys?” Pinkie Pie asked.

“He couldn't,” Cadance said, “Anyone scanned into the super computer reads as a program within Lyoko, so can't be manipulated directly via a tower. No, XANA used his new power to create the scyphozoa for that. The scyphozoa is the only monster directly connected to XANA's personal network. Once it gets it's tentacles around you, XANA can alter your data in a number of ways.”

“Either corrupting you, or turning you into avatar,” Rarity said folding her arms. Cadance looked at Rarity confused.

“That last one is new,” Cadance said, “Is that what he did to Twilight?”

“Dah, she is still herself, but XANA can control her body,” Rarity explained.

“Sounds like XANA's gotten even more vindictive,” Cadance said, “Normally he would just corrupt the person, like what he did to Auntie Luna.”

“Chrysalis…” Fluttershy said stepping forward, “How did… my father die…?”

“Are you sure you want to know that?” Dash asked putting her hands behind her head, “No offense, but it doesn't really sound like your old man was playing with a full deck of cards.”

“I… I need to know,” Fluttershy said, “Please Chrysie, what happened to him?”

Cadance took a deep breath before she spoke, “XANA asked to meet Sombra on Lyoko when we started pursuing him. Auntie Celestia transferred Discord, Auntie Luna, and myself into Lyoko to bring him home, and we met him in the Mountain Sector. He thought he and XANA were partners, and that he was protecting XANA, but he was being tricked. XANA used a krab to knock Sombra off the ledge, and…

“Into the Digital Sea…” Fluttershy continued, “Is there a chance that… he could be brought back…?”

“I wish I could say yes,” Cadance said, “But it's been ten years. Even if his data is still there, it's forgotten how to become human DNA. He's a part of the network now.”

Fluttershy sat down and covered her face with her hands, crying silently. Pinkie Pie walked over to her and hugged her.

“So we know what Lyoko was made for,” Applejack said, “An' we know what XANA is now. But why were you in hidin fer so long. Ya mentioned Tartarus was after ya?”

“I messed up,” Cadance said looking down, “I was the most reluctant member, so I got scared. Tirek had a brother named Scorpan who I was communicating with. I had confided in him about XANA, and he promised to help us. Unfortunately Tirek learned about Scorpan betraying him, and used him to track me down. This was after Auntie Luna had been corrupted by XANA.

“I didn't want to lead Tartarus to Celestia and Discord, so I vanished. I met Twilight's older brother, Shining Armor, and he put me into the witness protection program. From there, I just used my natural talents to change my appearance, got a new name, and started over.”

“Does Twilight's brother know about this?” Sunset asked.

“He knows about Tartarus, and how I'm hiding from them, but he doesn't know about XANA or Lyoko,” Cadance said, “He does suspect that Twilight going to France is a lie though.”

“Geez, this is way bigger than we thought,” Dash groaned, “Secret government groups, Lyoko being able to control the world, what the hell is this?”

“I wish you kids weren't involved in this,” Cadance said, “You don't have any connection to this besides being the ones who turned the computer back on. Sadly, you have the source codes of Lyoko now, and those can't be removed easily,” Cadance sat up, “It's getting late, and you all need to get some rest,” she walked over to Fluttershy and gave her a card, “Fluttershy, this has my cellphone on it. Call me later, okay?”

Fluttershy, still crying, nodded and took the card. Cadance walked out of the classroom, leaving the girls alone with their thoughts.

“I'm gonna head back to my room,” Sunset said walking to the door.

“Sunset,” Dash called out stopping her, “What I said before still stands. I don't care what you did. You're our friend now, and you're one of us.”

“I believe that goes for all of us,” Rarity said, “Don't think you have to hide anything from us. We'll understand.”

“T-thanks,” Sunset said, wiping her eyes, “I'll… see you guys later.”

As Sunset left the room, Fluttershy slowly stood up.

“Um… I'm going to get some rest. Rarity, Luna set us up to be roommates, but…”

“That's fine,” Rarity said, “I… think I want to spend night with Applejack. If that's okay.”

“Ah was gonna ask if we could spend the night tagether,” Applejack said, “Ah… don't wanna be alone tonight.”

“I'll take Pinkie Pie back to our room in a bit,” Dash said, “I think I need to sit down for a bit.”

“Same here,” Pinkie Pei said, “I'll message everyone on facebook tomorrow morning.”

When Applejack, Rarity, and Fluttershy left the room, Rainbow Dash and Pinkie Pie sat down holding hands.

“So… what happens next?” Dash asked Pinkie Pie.

“What do you mean?” Pinkie Pie asked, sounding a little distant.

“Well, this is like another one of those video game cliches, right?” Dash asked nudging Pinkie Pie's side, “We just had the big plot twist, and learned the truth about what we've been doing all this time. What usually happens after that?”

“Well, it depends on the game really,” Pinkie Pie explained, “But generally, this means we're hitting the end game.”

“Ahh, so the final boss huh?” Dash asked looking forward.

“Dashie, do you take me seriously?” Pinkie Pie asked somberly.

“Course I do,” Dash said, “You're my best friend. We've been together since freshman year.”

“But you were just being nice to me, right?” Pinkie Pie asked looking away from Dash, “I was your weak, sensitive roommate. We're closer now, but back then, I was a burden to you, right?”

“No!” Dash shouted, shocking Pinkie Pie, “Don't ever say that about yourself, okay?!”

“D-Dashie…?” Pinkie Pie asked, eyes wide in shock.

“I… I didn't have a reason to be here before,” Dash said resting her arms on her knees, “My dad shipped me here because he didn't want to look at me, and I had just assumed that I'd be a disappointment for the rest of my life. You were the first person to ever smile at me, and when I saw you crying, I felt like something inside me was crying too. Pinkie Pie, you're my reason for even living, always have been.

“If anything, this whole Lyoko thing has shown me how strong you really are. Now, I'm not just protecting you. You've been looking out for me just as much. You're more than just my best friend. You're my partner, Pinkie Pie.”

Pinkie Pie couldn't hold in her tears as she smiled. She quickly embraced Rainbow Dash, bursting into tears of joy.

“Thank you Dashie,” Pinkie Pie said, “I love you so much.”

“I love you too, Pinkie Pie,” Dash said returning the embrace, “As a friend, okay. I mean it.”

“Dashie, we both have boyfriends, remember?” Pinkie Pie asked playfully before looking at Dash lustfully, “Besides, if you think that's going to stop me, you don't know me very well.”

“Pinkie Pie, what are you thinking?” Dash asked nervously.

“Right now, I'm thinking about licking your cheek,” Pinkie Pie said.

“Ack! Pinkie Pie!” Dash cried.

“What? I'm your kitty, right?” Pinkie Pie asked lovingly. Dash was about to deny it, but then remembered Pinkie Pie's form on Lyoko. Was this why she became a cat girl on Lyoko?

Dash laughed shaking her head, “Pinkie Pie, you're so random,” she said. Pinkie Pie rested her head on Dash's lap as Dash petted her back comforting her, “Don't ever change, okay Pinkie Pie?”

“I won't,” Pinkie Pie said, “As long as you stay the same too.”

“Why change perfection?” Dash asked arrogantly, even though on the inside, she was thanking Pinkie Pie.

Twilight screamed in pain as XANA's red electricity engulfed her. After they returned from Lyoko, XANA was furious, and he seemed to be bent on taking that fury out on Twilight. Someone started pounding on the door frantically, and XANA stopped, letting Twilight hunch over as much as possible still bound to her chair.

“Master XANA! Please stop!” Starlight cried from outside. Twilight slowly looked at the door surprised.

“Miss… Glimmer…?” Twilight asked. The door opened, and Starlight ran over to Twilight's side.

“Oh my God, are you okay honey?” Starlight asked. When Twilight nodded, Starlight turned to the computer screen in the room, “What is the meaning of this, Master XANA? Are you trying to kill her?”

Twilight is mine. I will do with her as I see fit.

“I know you're upset that the girls took Eos, but how is attacking Twilight helping you?” Starlight asked, “If she dies, you won't have anyone to act as your vessel, and what then?” XANA didn't answer, “Let me take care of her, please. She needs to rest.”

I'll leave her to you. I'm going to think about how to fix this mess.

The XANA symbol on the computer vanished as the screen turned off. Starlight waved her hand in front of the screen to see if XANA was still there, flipped the screen the middle finger, and then embraced Twilight.

“Thank you…” Twilight said softly.

“I couldn't let XANA do that,” Starlight said. Twilight shook her head.

“Not just for saving me just now, but for telling my friends where Eos was,” Twilight whispered into Starlight's ear, “That was you, right?”

Starlight tightened her embrace, “Everything is going to be okay soon.”

“You… told them were I am too…?” Twilight asked, wide eyed. Starlight lightly shushed Twilight.

“Right now, just act normally,” Starlight said, “I'll be looking out for you as much as I can, okay? I can't be with you all the time, but whenever I'm here, I'll protect you. For now, just try not to anger XANA or Tirek any more than they already are.”

“Okay,” Twilight said. Starlight kissed Twilight on the forehead, and began treating her. It felt nice to have someone looking out for her now, and to know that her friends were coming to rescue her. Now Twilight felt safer, at least as safe as she could knowing that XANA was somewhere right next to her.

Fluttershy couldn't get any sleep. Everything she knew about this situation was shattered. She put her father on a pedestal, painting him as a victim in all of this. Sure, she had heard that he was responsible for XANA, but to know just how responsible he was.

“Oh Daddy…” Fluttershy said sitting up in her bed, hugging herself tightly as fresh tears built up, “I don't believe it… You helped XANA become what he is…?” she closed her eyes holding her head, “Twilight, I wish you were here to hold me! I'm trying to be strong, but I need you!”

As Fluttershy broke down, her phone started ringing. It took a second, but she eventually worked up the courage to pick it up and answer it.

“H-hello…?” Fluttershy asked.

“Hey, are you crying?” Sunset asked.

“S-sorry,” Fluttershy said wiping her eyes.

“Don't apologize,” Sunset said, “I'm heading over to your room.”

Sunset hung up, and a few seconds to a minute later, knocked on Fluttershy's door. Fluttershy didn't really want visitors, but during her last therapy session, Dr. Wolf had told her to not shut her friends out when they came to help her.

Who would have thought Sunset would end up becoming her best friend?

When Fluttershy opened the door, Sunset wasted no time embracing her. Oddly, she was still dressed. Fluttershy slowly returned the hug, sobbing into her friend's shoulder. After a bit, Fluttershy brought Sunset into her room and they sat down on her bed.

“Sorry about your father,” Sunset said, “That's… rough.”

“I don't know what to think anymore,” Fluttershy admitted, “Everything that happened… was Daddy's fault…? XANA turning evil, Lulu getting corrupted, even me getting trapped in Lyoko. My entire life has been taken from me by that machine, and all of it is his fault?!”

“Fluttershy…” Sunset said wrapping an arm around Fluttershy as she cried again.

“I lost… ten years of my life, Sunset… But I never blamed him, because I knew that deep down he was a good man. Now I find out that he was insane? What am I supposed to do now?”

Sunset turned Fluttershy to face her and placed her hands on her shoulders, “You look to the future, that's what. Sure, your father caused all of this, and he paid for that, but I'm willing to bet that if he were still alive he'd be right here fighting with us. He made a mistake, lots of us make them, but he wasn't a monster, Fluttershy, and it's okay for you to still miss him.”

“I wish Twilight were here with me…” Fluttershy said, “I appreciate you being here, but-”

“I know I can't replace Twilight,” Sunset admitted, “No one could replace her.”

“This… might be uncomfortable to bring up, but… I know you're still in love with her. Are you going to still pursue her?” Fluttershy asked.

“I… don't know,” Sunset said, “I know that she genuinely loves you, but…”

“But she does feel strongly for you,” Fluttershy said awkwardly.

“Maybe we could share her?” Sunset asked playfully. Fluttershy blushed looking away.

“I… I don't…”

“I'm kidding, Fluttershy,” Sunset said lightly shoving Fluttershy, “I know you wouldn't be okay with that. I think right now, we just focus on bringing her home. Whatever Twilight decides, I'm okay with.”

“Yes, same here,” Fluttershy said, “I don't want her to break up with me, but if she chooses you in the end, I'd be okay.”

“Are you sure?” Sunset asked, “Because no offense, but you're not exactly in a good place mentally.”

“I know I'm not, but…” Fluttershy shook her head, “Can I ask you something?”

“Yeah, sure,” Sunset said.

“Why are you on the run from Tartarus?” Fluttershy asked. Sunset took a deep breath.

“Well, I'm going to have to tell everyone at some point,” Sunset said, “Okay, a few years ago, there was a group of hackers called the Equalizers. We wanted to destroy the upper class and distribute money into the accounts of the lower class. We attacked government officials, big companies, pretty much anyone who we saw stole tax payer's money. My older brother, Sunburst, was dating their leader, Starlight, and I ended up joining them.”

“You have an older brother?” Fluttershy asked.

“Had an older brother,” Sunset said darkly, “One of the younger members told the government about our plan to attack twelve big companies, and Tartarus attacked us. They… shot my brother down.”

“Oh Sunset, I'm sorry,” Fluttershy said somberly, “Have you been alone since?”

Sunset nodded, “Our parents died when we were young, so it was just the two of us and Starlight. Starlight was captured by Tartarus, so I had to go on my own. I've been hacking into various accounts in order to survive, and enrolling into different schools to maintain my cover. I was hoping to settle down here actually.”

“But then you got involved with us,” Fluttershy stated.

“I didn't expect XANA to get involved with Tartarus,” Sunset said, “Their leader, Tirek, is sick. If I had known that Twilight was being held by him…”

“Will she be okay?” Fluttershy asked.

“If the person who sent those coordinates is who I think they are, then at least for a little while,” Sunset said, “We had a special method of hiding our emails to one another, and the coordinates came in an email using the same method.”

“We have to save her tomorrow,” Fluttershy said.

“We will,” Sunset said embracing Fluttershy again, “You won't be without her for much longer. I promise.”

Everyone felt that Celestia needed to rest for a little longer, but she insisted on being brought home. Naturally the police tried to question her about where she was, but Celestia was as graceful as ever when she told them to shove it. She was tired, and she wanted to go home.

It was really late, and Luna felt the same tension she got every night around this time. She then remembered that Celestia was in the bedroom across from her, and started to calm down. She got out of her bed, put on her blue robe, and went to check on Celestia. Maybe seeing her would put her heart at ease.

But when she opened her door, she saw her bed vacant.

Luna's heart started racing again, and she ran downstairs, her mind going to very scary places. Did XANA launch an attack to retrieve her? Did he send people to capture her? Did she dream the whole rescue-

Celestia was in the kitchen, wearing her long white robe, sitting in front of her laptop computer with a cup of hot chocolate next to her. Luna calmed down immediately, but then walked over to Celestia.

“Why are you up?” Luna asked, startling her elder sister.

“Oh, it's you Luna,” Celestia said in relief.

“Worried that it was XANA? Or a specter?” Luna asked sitting down next to her sister.

“Not at all,” Celestia lied, “You just move so quietly. Honestly, you could sneak into the White House you're so quiet.”

“Mm hm,” Luna nodded reading her sister, “You didn't answer my question. Why are you still up? It's almost three in the morning.”

“Couldn't sleep,” Celestia said sipping her hot chocolate, “I figured I could probably get some work done while I'm up. You know, I actually think I might be able to go back to work soon. Maybe not right away, but perhaps in a week or two.”

“Celestia-”

“How are things at Canterlot High? Is Harshwhinny giving you a hard time? I swear, that woman just looks for reasons to fuss. She's not happy unless she's complaining about something, you know? That's an actual fact.”

“Celestia-”

“Oh, and how's Blank Scroll doing? He's actually really sweet. It's a shame the other students don't appreciate his knowledge. He's a little lazy, but he's brilliant.”

“Celestia-”

“I imagine Cheerilee was beside herself with me gone. I can't wait to see her-”

“CELESTIA!!!” Celestia froze immediately, “Talk to me. What's bothering you?”

“Nothing is bothering me,” Celestia said getting up and walking to the fridge. Luna took the chance to see what Celestia was working on. She didn't understand what it was, but she recognized the font from the super computer anywhere.

“Celestia, what are you working on?” Luna asked with a sigh.

“It's a program meant to separate Twilight from XANA,” Celestia said, not taking her attention from the refrigerator, “Do we have anything sweet and fattening, preferably cake?”

“I'm on a diet, Tia,” Luna said as if it were obvious, “You know that.”

“Y-yes, well… I'm not,” Celestia fussed, “You could have at least kept some here for me. You know I love that stuff. There's nothing in this fridge that I want. Do we at least have Pop-Tarts?”

“I…” Luna shook her head, “They're in the shelf right above the toaster.”

Celestia shot over there almost too quickly and opened it. She pulled out a box of blueberry Pop-Tarts and frowned, “Blueberry? No strawberry?”

Luna sighed, “Blueberry is my favorite. I didn't buy yours since well, you know.”

“Right, of course,” Celestia said, “It's fine. Blueberry isn't terrible. It isn't strawberry, but I can manage,” she pulled one out and fiddled with the bag, “I mean you could have at least kept them in the house. I know you didn't know when I'd be back. I didn't even know if I'd make it back. But it would have been nice, unless you didn't think I was ever going to come back, which if that's what you thought then I'd understand even if I'm a little hurt by that thought and for the love of GOD WHY CAN'T I OPEN THIS STUPID-”

She threw a small fit slamming the offending back back in the box and then covered her mouth with her hand, trembling. Luna knew immediately what was wrong, and walked over to Celestia hugging her. Celestia stiffened, moaning almost in pain.

“Luna…”

“Hush,” Luna said, “You need this.”

“I don't want to break down,” Celestia said, her voice soft and shaky.

“Like you're about to right now?” Luna asked, “It's okay now. You're home. You can relax.”

“No I can't,” Celestia said, “Every time I'm alone for too long, I start to panic. I feel like this is another dream, and that I'll wake up and be back in that cell again.”

“Is that why you're still up?” Luna asked, letting Celestia's silent sobs answer her question, “Come sister. Let's go to bed.”

“I can't-”

“I'll sleep with you,” Luna said, “That way you won't be alone tonight. Would that help?” Celestia nodded quickly, “Alright. Come, dear sister.”

Luna escorted her older sister to her bedroom. She removed her robe first, and then allowed Celestia to remove hers as to not force anything. She didn't know what XANA had done to her, but with how afraid she had become of touch, Luna almost didn't want to know.

When the two of them got in bed, Celestia turned to Luna and wrapped her arms around her tightly.

“Don't disappear in the morning, Lulu.”

“I won't, Tia. I'll be here in the morning, I promise.”

The next day, everyone was gathered at the lunch table, where Sunset revealed to everyone her past. She was surprised, but they took it pretty well. If anything, Dash was just disappointed that it didn't pan out.

“So, you're like a super hacker?” Pinkie Pie asked.

“Yep,” Sunset said proudly, “Our leader was really impressed by my skills.”

“Why'd you guys have to get caught though?” Dash asked, “I'd love to have a little extra cash.”

“Plan sounds rather… er… not sure how to describe…” Rarity said.

“Y'all sounded like anarchists,” Applejack said with a raised eyebrow.

“Dah, dah, that word,” Rarity said nodding.

“Yeah… I guess we were,” Sunset said, “Starlight was really passionate about it. She hated the upper class. You know that show Mr. Robot? She was sort of like the main character of that, only… not as neurotic.”

“Where's Starlight now?” Pinkie Pie asked.

“I don't know,” Sunset said folding her arms, “If she was captured by Tartarus, she's might be with Twilight now.”

“You think so?” Rarity asked.

“The email that Sunset got was hidden in a manner the Equalizers used,” Fluttershy explained, “She'd be the only one to know how to reach Sunset.”

“If Starlight is watching Twilight, she'll be fine for a little while,” Sunset said, “But we need to hurry and rescue her before XANA realizes that we're onto him.”

“Could the following students please come to the Principal's office?” Luna asked on the intercom, “Fluttershy Sandora, Sunset Shimmer, Pinkamena Diane Pie, Applejack Ambrosia, Rainbow Dash Rivera, and Rarity Dostoevskaia.”

The six girls looked at each other, and then slowly stood up and walked to the Principal's office in unison. All the students were eyeing them as the left, but they didn't pay them any mind. Something told them that they knew what this call was for.

As one would imagine, Luna was sitting at her desk with Nurse Cadance waiting for them.

“Please, close the door,” Luna said when they walked in. Applejack closed the door and the six of them stood in front of Luna's desk, “Discord, Celestia, Chrysalis, and myself have decided to attempt to rescue Twilight.”

“Wait, like right now?” Dash asked.

“Well, we're still getting things set up,” Luna said, “Celestia and Discord are at the factory right now preparing a program that will set Twilight free from XANA. After that, all we have to do is deactivate the tower in XANA's personal Lyoko. For this operation, we'd like Sunset to come with us to help.”

“Me?” Sunset asked.

“You're like us,” Cadance said, “You're on the run from Tartarus, and you're a professional hacker like the rest of us. Since we lost Thanatos, we'd like you to stand in for him and help us.”

“I-I'd be honored,” Sunset said.

“What about rest of us?” Rarity asked. Luna closed her eyes thoughtfully.

“That, girls, is entirely up to you,” Luna said, “Besides having the source codes of Lyoko embedded within your DNA, the five of you don't have any true connection to our fight. Celestia has also begun working on a program that can separate the source codes from you, if you wish it.”

“You mean… we could have normal lives 'gain?” Applejack asked.

“You could,” Luna said, “Most of you are sophomores, Rarity being the only junior out of the five of you. Some of you have boyfriends, I'm sure most of you have dreams for the future, and if not, you have a lot of childhood left to enjoy before you figure that out. You shouldn't have to be involved in this.”

“What about Twilight?” Pinkie Pie asked, “She's directly involved now.”

“After we rescue Twilight, she'll be under our protection,” Luna said, “But things are going to get really dangerous. Even in Lyoko, your lives could be in serious jeopardy. Also, at this stage of the game, we're not going to be able to get very far without taking a few lives.

“So, we're left with a difficult decision, one that I wish to let the five of you decide on. If you wish for this to be the end of the line, then that's it. None of us will hold it against you if this is too much. You're lives have been in danger from the very beginning, and some of the more recent attacks have had some of you tangle with death directly,” she looked right at Rarity when she said.

“If… I don't go with you, how will you deactivate the tower…?” Fluttershy asked.

“It might take a while, but we can probably hack into the tower,” Cadance said, “It won't be nearly as easy as it would be for you, but I'm sure at least one of us can crack it. I will be honest though, you're probably the only one who can guaranteed break the security, and with this not being our Lyoko, we might not be able to fool the system.”

“But we don't want that to be the only reason you join us,” Luna chimed in, “If you wish, you can continue the fight, and lead the charge, but otherwise, this is it girls. This is your chance to back out.”

The five of them looked at one another, and then looked down thoughtfully. Truth was, Luna was right. They weren't directly involved in any of this. Fluttershy was, but it might have been better for her sanity if she turned away from all of this too. In the end, most of them were just in it to help...

Twilight…

“I'm not runnin away,” Applejack said looking up, “Twilight's my roommate, an' the first friend Ah made here in Canterlot High. Before comin here, Ah was immature an' undisciplined. Ah came here hopin ta get away from my family, an' in the end… Ah found a new family,” she turned to Rarity briefly before she continued, “Ah learned what it means ta have somethin worth protectin, an' most of all… what it means ta be an adult. All of that Ah owe to Twilight, so Ah'm fightin.”

“I… I'm fighting too!” Pinkie Pie said, “Before all of this, I was weak, and afraid of everything. I'd go on and on about video games and act perky, but it was all to hide the real me. The truth is, I was always really depressed, and Dashie was the only one who knew the truth. Thanks to Twilight though, and everything that's happened to me this year, I've become a lot stronger. Strong enough to stand next to Dashie instead of behind her. So… even though I'm scared… I'm choosing to fight.”

“You guys should know what my decision is,” Dash said seriously, “I was the first one Twilight confided in about how afraid she was of XANA. She was so scared she was trembling, and this was before XANA was free to roam the network. Speaking of,” Dash looked at her trembling fist, “I still have a bone to pick with that fucking asshole! Yeah, it might be immature, but you know what? I don't care. XANA hurt my friends, and no one, no one, hurts my friends!”

“Honestly, I'm probably most reluctant,” Rarity said turning to the side, “XANA has done most to me directly. But, before all of this, I didn't have any friends. All students were afraid of me. Now, thanks to super computer, I have lots of friends, and loving girlfriend. I feel like I have Twilight to thank for all of this. Had I not followed them in beginning of year, I wouldn't have as many friends, nor would I be as… happy as I am now. Twilight risked life for me before, so I'd be terrible friend if I didn't do same for her.”

Everyone turned to Fluttershy, who was silent for the longest.

“I have to go,” Fluttershy said, “Not just because I'm the only one who can guaranteed deactivate the tower. I have to go because Twilight is waiting for me. I've been horribly selfish in our relationship, expecting Twilight to protect me. I had no idea how much she really needed me because I was so deep in my depression. Had I been there for her earlier, she might not have been captured by XANA. I have to go, because… I'm Twilight's angel.”

Luna closed her eyes and smiled, “I told you they'd choose to fight.”

“You're all sure?” Cadance asked, “This is going to be dangerous.”

“Yeah, we're sure,” Applejack said, “Twilight's countin on us.”

“Well then,” Luna said, “I will tell Celestia we're going with plan A. Come to the factory after classes end. We will not proceed until everyone is present.”

The six of them left the office, but Cadance ran after Fluttershy.

“Fluttershy, wait!” Cadance called out, “Listen, I…”

“I'm not mad,” Fluttershy said, “That you didn't come for me.”

“I…” Cadance looked to the side, “I wanted to, I really did. But Aunt Celestia told me that if we turned on the super computer, XANA would reactivate. I said that we were best friends, and yet…”

Fluttershy turned to Cadance and hugged her.

“I'm sorry I always pushed you away,” Fluttershy said, “and that I called you a slut so many times.”

Cadance laughed returning the hug, “I was a slut, Fluttershy. I knew it then, and I know it now. Honestly, I wear this uniform more so because I like the attention.”

“I'm glad to see you haven't changed much,” Fluttershy said.

“Mmm, well one thing is different,” Cadance said, showing Fluttershy the ring on her finger.

“Chrysie! You're getting married?!” Fluttershy asked, “To who?”

“Remember the cop that helped me?” Cadance asked.

“Twilight's brother?” Fluttershy asked, unable to believe the coincidence.

“He's been wonderful to me,” Cadance said, “I didn't know being in love felt so wonderful. He saved my life, in more ways than one.”

“I'm happy for you, Chrysie,” Fluttershy said, “Um, is it okay that I still call you that?”

“It's fine,” Cadance said, “As long as it's not in public.”

“Well, I'll try to train myself to use your new name,” Fluttershy and Cadance continued down the hall holding hands, “Is it too late for us to be friends?”

“Never,” Cadance said, “I'd love it if we could be friends.”

It was late when the girls arrived at the factory. They were surprised to see Principal Celestia sitting at the helm this time, once again dressed in her original attire and the super computer's microphone in her ear. She made a few modifications on a particular program and then turned to the team.

“Everything is set,” Celestia said, “The program is going to be uploaded into one of your weapons. All we have to do is attack Twilight on Lyoko after the tower is deactivated.”

“You make it sound easy,” Luna said rolling her eyes.

“Yes, well I'm sure everyone here knows how difficult this mission is going to be,” Celestia said, “If possible, we need to ensure that Twilight enters Lyoko on our terms. Here's the plan: There are going to be two teams. Team A will consist of Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity. You five are to go to the Lyoko replica first in the Argo, track down the way tower and tag it. If XANA sends Twilight into Lyoko, we move onto the final phase. If he doesn't, then we move onto phase two.

“Phase two will have the five of you translated into the Real World, where you have to locate Twilight, secure her safety, and make sure she gets sent into Lyoko. Once there, destroy the scanner to ensure no one can transfer into Lyoko after her.”

“But, won't that trap Twilight into Lyoko?” Pinkie Pie asked, “Her DNA is stored in the super computer, right?”

“Yes, but by destroying the scanner, you also ensure that XANA is trapped in Lyoko as well,” Cadance said, “He won't be able to escape unless he disconnects from Twilight's body, and he won't do that, so this will force him to engage us.”

“While the five of you are in the real world,” Celestia continued, “I'll transfer team B into Lyoko. Team B consists naturally of Luna, Jon, Chrysalis, and Sunset Shimmer,” Celestia said looking at Sunset, who was understandably confused, “You're on this team because you're capable of using the super computer on the same level as all of us. If anyone of team B is devirtualized, they are to transfer me into Lyoko and I will assume their spot on the team.”

“Got it,” Sunset said, “I wish I were in the real world with the others, but I know that I'm needed with you guys.”

Celestia nodded, “We'll be guarding the Argo, ensuring that we can maintain a connection with XANA's Lyoko, which for now we've decided to code name “Cortex”.”

“That… sounds soooooo cool…” Pinkie Pie whispered.

“As this replica is the brains of XANA's operations, the name makes sense,” Luna said, “Mind you, we're not sure what to expect there. No matter what, the five of you cannot be devirtualized before this Lyoko is tagged.”

“Chances are, there are at least two towers,” Celestia said, “One meant to link to and generate the replica, and the other meant to keep Twilight trapped. As we don't know the specifics of what XANA did to her, we have to assume that its necessary to deactivate the tower and use the program on Twilight.”

“Before we go, are there any questions?” Discord asked.

“When we get to real world, what do we do about humans there?” Rarity asked.

“Sadly the people working there aren't specters,” Cadance said, “They'll remember your faces. Anyone who stands in your way… you have to take them out.”

The five of them looked at each other nervously. This was getting serious. Destroying viruses was one thing, but they'd have to possible kill humans?

“If you can't stomach it, we can proceed without you,” Luna said.

“We'll be fine,” Applejack said, “We understand that this ain't a game, even if some of us still act like it.”

“It's fun!” Pinkie Pie whined, “But, I know this is serious. I'll try, try to be serious tonight,” she looked around, “That doesn't mean I'll succeed.”

“Just be yourself and you'll be fine,” Discord said, “Laughter is the best medicine after all.”

Pinkie Pie giggled, “Right!”

“Are there anymore questions?” Celestia asked the group. When no one spoke up she turned to the computer, “Alright then. Team A go to the scanner room. I'll transfer you to Sector 5.”

The five girls took the elevator down to the scanner room. Before they approached the scanners, they all met in the center of the room.

“Girls, let's make a pact,” Applejack said, “No matter what, we ain't leavin this place without Twilight.”

“We're on a total winning streak right now,” Dash said, “We got this.”

“We can't underestimate what's up ahead,” Rarity stated, “Still, we have to succeed this time. I doubt we'll have second chance.”

“We won't,” Fluttershy pointed out, “We're entering what's essentially XANA's home base. He's not going to just let this slide. If we fail, he could move Twilight, or worse, he might even decide to kill her.”

“But that's not gonna happen,” Pinkie Pie said perkily, “We're still the good guys here. Besides, I think we leveled up enough for this level. Worst thing we'll have to deal with is a penultimate boss. He'll be hard no matter what we do.”

“Well then, let's go,” Applejack placed her hand in the center of their circle, “For Twilight.”

“For Twilight,” Dash placed her hand on top of Applejack's.

“For Twilight,” Rarity placed her hand on Dash's.

“For Twilight,” Pinkie Pie chirped, placing her hand in the circle.

“For Twilight,” Fluttershy said, placing her hand on top of all of theirs. The five of them looked at one another in determination, and then threw their hands in the air cheering at the same time…

“LYOKO WARRIORS FOREVER!!!”

Watching the five of them, Celestia couldn't help but smile. Before all of this, the five of them probably all came from different worlds, and would have never become friends. Now they were more than friends. The five of them had clearly become something more akin to family.

“Twilight has good friends, doesn't she?” Discord asked placing a hand on Celestia's shoulder.

“She does,” Celestia said, “To think, they're willing to go so far just for her.”

“I'll admit, I was wrong about Applejack,” Luna said, “She was a good influence on Twilight.”

“Getting soft Auntie?” Cadance asked nudging her dark haired aunt, who based off her blush, opted to not talk about it.

“Twilight does have a good team,” Sunset said looking a little somber, “They love her. I can feel it from out here.”

“I'm transferring Applejack, Rainbow Dash, and Rarity first,” Celestia said on the intercom, “When you're ready girls, get into position.

“Transfer Applejack!” Celestia said as Applejack stepped into the scanner.

“Transfer Rarity!” Celestia said, Rarity walking into her scanner as it closed.

“Transfer Rainbow Dash!” Celestia continued, Dash stepping into her scanner with a familiar smirk as it closed.

On the super computer, Applejack's cyber sheriff avatar rendered, “Scanner Applejack!”

Next up, Rarity's valkyrie avatar rendered, “Scanner Rarity!”

Finally, Dash's cyber ninja avatar began rendering, “Scanner Rainbow Dash! Virtualization!”

Celestia pressed the enter key, and the three of them all vanished from the scanners, transferring into Sector 5 of Lyoko. Once Celestia was certain that the three of them finished rendering, she pulled up the next two.

“Transfer Pinkie Pie!” Celestia said, Pinkie Pie skipping into her scanner.

“Transfer Fluttershy!” Celestia said as Fluttershy slowly walked into her scanner.

On the super computer, Pinkie Pie's neko avatar began rendering, “Scanner Pinkie Pie!”

Finally, Fluttershy's angel avatar rendered, “Scanner Fluttershy! Virtualization!”

Pinkie Pie and Fluttershy rendered, dropping next to Rainbow Dash, Applejack, and Rarity. The five of them ran to the elevator leading to the Argo, and immediately deployed. No more words needed to be said among them.

Tonight, they were getting their friend back.

Tirek was seething in his office. When he heard the news that those kids managed to rescue Celestia, he exploded. He and XANA made sure no one would ever find that replica. Even their new pet dog wouldn't have been able to locate it.

Yet somehow those kids found it.

“This isn't possible,” Tirek said, “There's no way for them to have found that place,” his phone vibrated, showing XANA's insignia, “Come to take your anger out at me, XANA?” he asked harshly.

Oh no, Damien. Not at all. I'm here to tell you that the children are on their way HERE.

“WHAT?!” Tirek asked shooting up from his desk, “I'll get Starlight to-”

That's the thing, Damien. I don't think we can trust her anymore.

“Why not?” Tirek asked raising an eyebrow.

The first time could have been chalked up as a chance encounter, but now they've found our main base of operations. This replica is too far out of their way. They'd only find it if there was someone INSIDE helping them.

“And with how chummy Starlight and Twilight have gotten…” Tirek said looking to the side suspiciously.

Damien, my security cameras are showing that they are in the cafeteria. Confront Starlight. I'll keep Twilight silent.

“With pleasure,” Tirek said storming out of his office to the cafeteria, “Can I count on you to deal with those children?”

If the sector itself doesn't devirtualize them, our operatives will.

Tirek could feel it. He and XANA were back on good terms. This was where he liked to be, and he planned on making Starlight Glimmer regret trying to take his spot just so she could help Twilight's friends. He was going to make the rest of her life a living hell…

Assuming he didn't just kill her outright.

“Miss Glimmer, what are you going to do?” Twilight asked. She and Starlight were sitting in the cafeteria, Twilight's wrists still bound of course.

“What do you mean?” Starlight asked.

“After this. Whenever my friends come to rescue me, where are you going to go?”

“Huh, I hadn't really thought that far ahead,” Starlight said folding her arms, “I sort of figured that I'd go off the grid.”

She planned on vanishing? Honestly, that made Twilight feel really sad. Starlight was the first person besides Celestia Twilight met that seemed to really get her. She didn't want to stay here in Tartarus, but the idea of Starlight vanishing after all of this…

“You… want to disappear?” Twilight asked.

“I wouldn't say that I want to disappear,” Starlight said, “But we have to remember, I am still a fugitive. I'm sure that another government organization would love to throw me in a cage or something.”

Twilight looked down and thought about her situation. There had to be a safe place for her. A way for her to not have to hide anymore, or at least where she wouldn't be alone while she hid.

“What if… you came with us?” Twilight asked softly. Starlight looked at Twilight surprised.

“With you? You mean, join you kids in fighting XANA?”

“Why not? You've already helped us so much, Miss Glimmer. I can talk to Eos, and see about getting you a job in Canterlot High. Three of the Architects of Lyoko are already working there. I'm sure that they'll protect you.”

“Mmm…” Starlight looked to the side thinking hard. She looked unsure.

“If we have to, I can create a new identity for you,” Twilight continued, “I did that for Fluttershy when we saved her from Lyoko. Looking back on it, I sort of just gave her back her identity, but I'm confident that using the same process I could make one for you.”

“You do realize stuff like that got me into this mess, right?” Starlight asked.

“I'll be careful, I promise. It's just,” Twilight looked down somberly, “I don't want us to say goodbye.”

Starlight looked genuinely surprised by that.

“Twilight, are you… going to miss me?” Starlight asked slowly.

Twilight nodded immediately, “I really like you, Starlight. I have a lot of friends, and some who are even really smart, but you seem different to me. Every time I look at you, I feel like I'm seeing… myself. Everyone thinks I'm this genius, but the truth is, I don't know why I'm so smart. There are a lot of things I don't know, yet long complicated equations make perfect sense to me. I don't think anyone would really understand how someone could know the answer to a calculus problem with ease, yet never could memorize their multiplication tables. But I feel like… you probably would understand that, at least a little.”

“I do,” Starlight said, “And you're not alone. The brain doesn't work as uniformly as people would like to think it does. There are a number of things that scientists don't understand. You know, you remind me a bit of Albert Einstein. He's known as one of the smartest men in history, but not a lot of people know that he was horribly dyslexic. Truth is, he just had an advanced brain, a lot like us.”

“So… you are like me?” Twilight asked.

“A bit,” Starlight admitted, “No one taught me how to write programs or hack computers. I figured all of that out on my own. I know how it feels to be an advanced thinker in a world that's not ready for you.”

“So… will you stay with me?” Twilight asked.

“I'll-” she was cut off by the sound of the door slamming open. Both she and Twilight saw Tirek walking over to them, and he looked pissed. Starlight stood up and walked to Tirek calmly, “Mister Tirek, what seems to be the-”

SLAP

“Miss Glimmer!” Twilight cried. She was about to run to her side, but Tirek held his phone out and red electricity shout out. At first Twilight thought that XANA was going to possess her again, but instead two more ropes materialized on Twilight: one around her arms and torso, and another around her mouth!

Immediately, two of Tirek's men walked into the room and grabbed Twilight holding her still. She screamed and struggled as Tirek grabbed Starlight by her hair.

“How long did you think you could get away with this?!” Tirek asked harshly.

“What are you-” Starlight was cut off as Tirek threw her to the ground.

“Did you really think we wouldn't figure it out?! You suddenly becoming so protective of XANA's vessel, her friends finding Eos' location, and now they're on their way here!” when Tirek said that, Twilight's eyes were wide, and she couldn't hold in her tears.

My friends… are coming here NOW…?

Oddly, there weren't any monsters that attacked them in the Digital Sea. They didn't know if that was a good thing or a bad thing. Either XANA didn't know they were here yet, or he was trying to ambush them.

Sunset had to walk Celestia through connecting to the replica, as this was a new system she created. After a few tense seconds, the dome opened and Fluttershy drove the Argo inside, emerging out of the water into an environment with a scary looking sky. Unlike most sectors, this place had an orange sky complete with a sun, and it looked almost apocalyptic.

“Holy shit…” Dash said looking around.

“Yep, this is it,” Pinkie Pie said, “The penultimate final area. This is… so EXCITING!!!”

“Place makes me feel strange,” Rarity said rubbing her arm, “Sector is different than others.”

“XANA is here,” Fluttershy said catching everyone's attention, “I feel him stronger than I've ever felt him before.”

Applejack looked up ahead and saw what looked like floating ground similar to Sector 5, “Fluttershy, Ah think that's where we need ta go.”

“Applejack is right,” Celestia said from the real world, “Any towers are going to be there. Disembark and I'll take control of the Argo.”

“Got it,” Fluttershy said driving the Argo to the floating ground. Upon closer inspection, the area looked almost like Sector 5, just inside out. The ground was blue green and metallic, and it was constantly moving around and shifting.

The five of them were transported out of the Argo, and looked around a bit.

“The Cortex,” Applejack said, “Basically XANA's home base.”

“I'll send all of your Tera-Bikes,” Celestia said as their vehicles rendered in front of their riders, “Since we don't know what to expect, all of you need to proceed ahead.”

“What about our ride?” Dash asked, “We kind of need that in order to bring Twilight home.”

“As I said, I'll be controlling it,” Celestia said, “Also, Spike will remain close to the ship and protect it from any threats.”

Spike, who was sitting on top of the ship, howled in confirmation.

“Alright then,” Applejack started up her Tera-Bike, “Let's go team!”

The five of them rode (flew in Fluttershy's case) deeper into the sector, which immediately came to life. Just like in Sector 5, the ground itself started moving in manners trying to smash them, but the sections were larger, and seemed to move in less random manners.

“Ahh!” Rarity screamed as one section came close to crushing her, “Girls, I don't think this is random!”

“It's XANA!” Fluttershy cried, “He's in direct control of this place!”

A section came down in between Rainbow Dash and Pinkie Pie, separating them.

“Dashie!” Pinkie Pie cried.

“Pinkie Pie!” Dash exclaimed, “Guys, XANA's trying to separate us!”

“You'll have to split up,” Celestia said, “Try and keep going in the general direction of the center, and no matter what, don't get hit.”

“Rendezvous at the center of the Cortex!” Applejack ordered, “We ain't movin on till all five of us are present! Fluttershy, try an' stay up high to avoid as many traps as ya can!”

“Understood!” Fluttershy said. The five of them all went in separate directions of the Cortex.

Tirek slammed Starlight against the wall and held her by the neck. Twilight gave a muffled scream.

“I gave you a better life!” Tirek said, “I kept you out of prison, and this is how you repay me?!”

“Twilight… isn't a tool!” Starlight wheezed, “She's… a human being…!”

“She's whatever XANA and I need her to be,” Tirek said, “From now on, we're keeping her locked up in the deepest part of the base under constant watch unless XANA needs her.”

“I… won't…” Tirek slammed her against the wall again cutting her off.

“You're not going to do anything!” Tirek said, “You were better off minding your own business, Starlight. But once I'm finished torturing you, you'll remember your place in Tartarus.”

Twilight looked down seriously, and then did something shocking. She stomped on the foot of one of the men holding her, and then shoved the other one into a wall. Tirek turned to her in shock, but Starlight kicked him in the crotch hard making him drop her.

“Twilight, come on!” Starlight said. Twilight ran over to Starlight, and the two of them ran out of the cafeteria.

“After them!” Tirek ordered. Tirek's men chased them through the halls as an alarm went off. Starlight was running in the direction of the scanner room, but three men ran in her way, forcing them to go into another direction. She led Twilight into a dark room with a laptop, and immediately barricaded the door shut.

“This is my private room!” Starlight said, “I'll set up a firewall to keep XANA out of here!” she ran to her laptop and typed on it, the screen turning red after a second. Starlight then ran over to Twilight, who was sitting on her bed crying, and tried to cut the bindings with her pocket knife. Unfortunately, she couldn't get through them at all.

“They won't budge,” Starlight said sadly, she then embraced Twilight tightly, “Don't worry honey. You're friends will get us out of this.”

There was a loud banging on the door. Since the door was metallic and barricaded shut, it would be a while before they could break it down, but they'd get through eventually.

“Please hurry,” Starlight prayed.

As Rainbow Dash drove through the constant slamming of the ground around her, she found a tunnel ahead, “Hey Eos, is that pathway safe?”

“It should be,” Celestia said, “It should put you around the area Rarity is.”

“Perfect,” Dash said driving through, “I'll catch up to her.”

Dash drove into the tunnel, which was probably the calmest area in the Cortex. When she emerged on the other side, she saw Rarity riding on a pathway above her. Up ahead, something very strange appeared right in front of Rarity. They looked like four green ninjas with white lights on their masks where the face would have been.

“Rarity, look out!” Dash shouted. She pulled out a kunai and threw them at the ninjas, but one pulled out a sword and blocked the attack. The other three jumped down to Rainbow Dash and used what seemed to be the Super Sprint to rush over to Dash and slash at her Tera-Bike. Thankfully she jumped out of the way, but they continued to sprint after her.

Rarity tackled the last ninja in front of her, instantly taking him out, and then drove to Dash's side, “Dash, brace yourself!” Dash nodded to Rarity and drove off ahead at top speed. Rarity pressed the diamond on her belt, “Limit Break!”

Rarity jumped off her Tera-Bike high into the air as her sword turned into a golden spear. She then threw the spear at the ninjas, creating an explosion that knocked them back. Their bodies broke apart, and Rarity landed on her bike and jumped down to Dash's side.

“Thanks Rarity,” Dash said.

“No problem,” Rarity said, “I think center is ahead.”

As they drove off, Fluttershy was having a hard time in her section of the Cortex. It didn't matter how high she flew, the ground seemed to always reach her, and sadly she had a limit to how high she could fly. After dodging too walls that tried to slam shut from the sides, she saw Pinkie Pie being chased by three ninjas.

Fluttershy flew down summoning her golden bow and pointed it at the ninjas, “Light Arrow!” she shouted, firing at the ninjas. The ninjas jumped away from the attack, and Applejack jumped out of a tunnel pointing one of her lasers at the ninjas. She pointed her gun at the ninjas and fired at all of them, killing all three. She rode next to Pinkie Pie and Fluttershy flew in between them.

“Thanks you two,” Pinkie Pie said.

“No problem,” Applejack said, “Fluttershy, we close yet?”

“I believe so,” Fluttershy said.

“Just keep going forward,” Celestia said from the real world, “You're getting close to what looks like the core.”

“Is that where we're going?” Pinkie Pie asked.

“I'd say that's a safe bet,” Celestia said, “The core actually reads almost like a tower. Fluttershy, you need to investigate this.”

“Right,” Fluttershy said. It took a minute, but they eventually they emerged from the pathway approaching the central area, which had a large black sphere suspended in the mid air. They stopped right in front of the bridge leading to the sphere. A second or two later, Rainbow Dash and Rarity rode out of another pathway, a team of four ninjas chasing them.

“Get inside the sphere!” Applejack ordered Fluttershy, “We'll keep them off of ya!”

Fluttershy nodded and ran inside the core while Rarity, Applejack, Rainbow Dash, and Pinkie Pie each engaged a ninja.

The inside of the core was a sphere like room with multiple platforms all around. Down toward the bottom Fluttershy saw a terminal much like what she'd access inside the tower. As Fluttershy walked forward, a section of the wall shot out toward her.

“Fluttershy, watch out!” Celestia shouted. Fluttershy looked behind her and jumped to the side just in time. She looked around and saw more sections of the wall shooting out toward her.

She took to the skies and flew down to the terminal, being careful to dodge the wall sections. Once she landed in front of the terminal, she hacked her way into the core.

“Miss Tia, this is generating the sector!” Fluttershy said.

“I'll move the Argo to the central area,” Celestia said, “Once that's done, I'll transfer Chrysalis, Jon, Luna, and Discord into Lyoko as well.”

“Alright,” Celestia said moving the Argo into position, “You all need to go to the Scanner Room.”

“Sister, will you be alright alone?” Luna asked.

“I'll hear your voices,” Celestia said, “I'll be fine.”

“Alright,” Luna said walking over to Celestia and taking her hand.

“Be careful in there,” Celestia urged. Luna nodded.

Discord walked over to Sunset and put his hand on her shoulder, “You ready?”

“Y-yeah,” Sunset said, “I guess I just feel odd being on this team.”

“What, worried about being on a team full of Lyoko veterans?” Cadance asked, “You'll be fine. Auntie Celestia wouldn't have put you on this team otherwise.”

“Just fight naturally, and you'll be okay,” Luna said walking over to the elevator, “Now then, shall we?”

The four of them took the elevator to the scanners, and Luna send a message to Celestia on her phone telling her that they were ready.

“Transfer Jon!” Celestia said as Discord walked into his scanner and elegantly bowed as it closed.

“Transfer Luna!” Celestia said, closing her scanner once Luna was inside.

“Transfer Chrysalis!” Celestia said, Cadance stepping into her scanner.

“Transfer Sunset!” Celestia said as Sunset walked into her scanner.

Discords avatar rendered on the super computer, “Scanner Jon!”

Next, Luna's avatar began rendering, “Scanner Luna!”

After that, Cadance's avatar rendered, which oddly still looked like her old avatar, “Scanner Chrysalis!”

Finally, Sunset's demonic looking avatar rendered, “Scanner Sunset! Virtualization!”

Celestia pressed the enter key, and the second team vanished from the real world.

Back in the Cortex, the girls were starting to have trouble against the ninjas.

Rarity clashed blades with her opponent and met him in a weapon clash. He managed to push her down and raised his blade to strike her, but a loud angry howl caught his attention. He looked up to see Spike jumping off the Argo. He turned into a razor wheel and knocked the ninja to the ground before landing next to Rarity.

“Molodets Spike,” Rarity said petting the cybernetic canine. At the same time, the second team rendered into the Cortex and landed right in front the girls. Despite her disguise in the real world, Chrysalis' Lyoko form favored her old appearance, having long green hair, green bug wings on her back, and wearing a tattered and revealing black dress and high heels.

“Discord!” Pinkie Pie cried happily.

“Sorry I'm a little late,” Discord said jovially.

“Think y'all can take care of this,” Applejack asked.

“Hmph, please,” Luna said pulling out her rapier, “This is hardly a challenge. Chrysalis, you remember how to fight, correct?”

“Don't worry about me,” Chrysalis said licking her lips looking at her opponent, “I'll be fine.”

“Head to the real world!” Sunset ordered, “We'll handle this.”

“Lucky,” Dash said, “You get to work with the masters.”

“We have important job,” Rarity said, “Twilight is waiting for us.”

Fluttershy ran out of the sphere, “Guys, we're ready!”

“I'll send you all into the Argo for translation!” Celestia said. Fluttershy, Rarity, Rainbow Dash, Pinkie Pie, and Applejack all vanished into the Argo.”

“Translate Applejack!” Celestia said, Applejack vanishing from her cockpit.

“Translate Rarity!” Celestia continued as Rarity vanished from her cockpit.

“Translate Rainbow Dash!” Celestia said, Dash grinning in excitement as she vanished despite the situation.

“Translate Pinkie Pie!” Celestia said as Pinkie Pie vanished from her cockpit.

“Translate Fluttershy!” Celestia said, Fluttershy being the last one to vanish from the Argo.

In Tartarus base, soldiers were scattered all around the base frantic as the alarm went off. Five orbs of electricity converged in the middle of the base, and the five Lyoko Warriors materialized, all still in their avatar forms.

The soldiers all turned to them and pointed their guns at them, but Applejack stepped up first with her laser pistols and fired at them without hesitation. Anyone that she missed, Rainbow Dash used her super sprint to knock them back, and threw her kunai at them.

“Come on!” Applejack ordered. The five of them ran deeper into the base, Applejack and Rainbow Dash taking turns dealing with the human soldiers that got in their way. They reached a clearing where a small army of robotic soldiers waited for them.

The robots fired at them, but Rarity stepped forward and blocked their attacks with her sword and fired her shock wave, destroying a portion of them.

“Hey, do we know where we're headed?” Rainbow Dash asked.

“I'm afraid not,” Celestia said, “I don't know the layout of that base.”

“We'll manage,” Applejack said returning fire at the robots soldiers, “Pinkie Pie, can you use yer cat senses ta locate Twilight?”

“I can try,” Pinkie Pie said. As everyone stood in a circle around her, Pinkie Pie knelt down and pressed her ears to the floor, “I think I hear crying to the left of us, but there are a bunch of soldiers right outside.”

“I bet that's where Twilight is!” Fluttershy said. She fired a Light Arrow at the robots guarding the left path, destroying them and clearing the path, “Let's go!”

“Ah'll cover ya!” Applejack said. As everyone ran down the path, Applejack stopped at the door and pressed the apple shaped emblem on her belt, “Limit Break!” she got on one knee, created her shot gun, and charged up the laser to max, firing at the ceiling. The blast broke apart into tiny lasers that rained down on the robot soldiers, destroying them. Applejack then stood up and ran after her friends.

Tirek stormed into the scanner room, where a single scientist was currently maintaining it.

“I can't believe they're being taken out by a group of teenage girls!” Tirek fumed, “Translate me! I'll deal with this myself!” his phone vibrated, showing a message from XANA.

I can't get past Starlight's firewall. Twilight will have to be in Lyoko for me to possess her.

“Those girls won't stand in our way anymore after this,” Tirek said, stepping into the scanner. The scientist closed the scanner, connecting Tirek with his avatar, and immediately activated the translation program, sending Tirek deeper into the base.

In the middle of the remains of their robot army, a ball of electricity appeared, and a massive entity took form, creating a crater in the floor as he landed on cloven feet. He stood up and slowly walked through the base after the intruders.

Twilight was huddled in Starlight's embrace as the soldiers outside continued to bang at the door. Starlight petted Twilight's head comfortingly as the latter sobbed in her shoulders. Right outside, it sounded like a fight broke out.

“What the…?” Starlight asked. The door opened, and Twilight squinted her eyes in fear preparing for the worst-

“TWILIGHT!!!” five familiar voices cried out. Twilight look and saw five people she had wanted to see for ages.

Her friends…

Starlight immediately released Twilight and let her run into the embrace of her friends. She wanted so badly to tell them how happy she was to see them. Finally in her friends' embrace, and she couldn't even speak to them.

“What the hell is all of this?” Dash asked looking at the ropes.

“It's XANA's way of taking Twilight's rights as a human being when he's not in control,” Starlight said standing up, “Don't bother trying to cut them. The only way to release Twilight is to either let XANA possess her, or get her into Lyoko.”

“An' who are you?” Applejack asked, she and Rarity stepping forward with their weapons out, “One of XANA's cronies?”

Twilight pulled away from her friends and got in between them and Starlight, shaking her head frantically.

“Twilight?” Rarity asked.

“I think she's trying to tell us not to hurt her,” Fluttershy said, “Twilight, did this woman help you?”

“I tried to at least,” Starlight said, “The fact that you were able to get here tells me that Sunset was able to decipher my email.”

“Decipher… wait!” Fluttershy said, “You're Starlight, aren't you?”

Starlight smiled nodding, “I see Sunset told you about us.”

“Guys, I think she's cool,” Dash said stepping in between Applejack and Rarity, “She's practically one of us.”

“Why did ya help us?” Applejack asked.

“Because I hate XANA just as much as you all,” Starlight said walking over to her laptop, “He's a monster, and he has to be deleted no matter what. I've been working on a program designed to destroy anything that has XANA's IP address, but it isn't complete.”

“If you join our party, you can come with us and we'll help you finish it,” Pinkie Pie chirped. Starlight looked at Pinkie Pie with a confused frown.

“Um… join your party…?” she asked.

“Pinkie Pie's a huge gamer,” Dash said, “What she means is we want you to join our team.”

Starlight looked at Twilight, who was silently pleading her to come with them. Not just so she could help them destroy XANA, but because she was her friend. After a second, Starlight smiled and turned to her friends.

“I can see why Twilight spoke so highly of you girls,” Starlight said, “She has some really great friends,” Starlight pulled out a flash drive to retrieve a few files, pulled out the flash drive, and threw her computer onto the floor destroying it, “Better safe than sorry. Come on girls, I'll lead you to the scanner room.”

The group ran out of the room, but Rarity turned to the opposite direction and pulled out her sword.

“Everyone, behind us!” Rarity screamed. She held her sword out in defense, but was blown back as a blast of energy impacted her.

Rarity: 40% sync rate

“Rarity!” Applejack cried. The group turned to see something terrifying walk up to them. It looked like a monster. It had a humanoid build, standing at close to ten feet tall, it had an extremely muscular human upper body, but it's lower body was covered in black fur and had large cloven feet. The large creature had really long wild red hair, and two black bull horns on the side of their head.

“STARLIGHT!!!” the being shouted, his voice booming.

“Penultimate boss?” Dash asked Pinkie Pie pulling out a kunai.

“Penultimate boss,” Pinkie Pie replied, getting on all fours.

“I should have killed you when I had the chance!” Tirek shouted walking forward, “That's a mistake I won't make again!”

“Starlight, ya know who this guy is?” Applejack asked.

“Unfortunately, he's my former boss, Tirek,” Starlight said, “He's translating himself here using our computer.”

Tirek slammed his fists on the ground, creating a large shock wave that knocked everyone back, but Rarity jumped into the air just in time.

Applejack: 30% sync rate

Rainbow Dash: 40% sync rate

Pinkie Pie: 30% sync rate

Fluttershy: 20% sync rate

Twilight gave a muffled scream, but then looked up as Tirek loomed over her. He reached out to grab her, but Rarity landed on top of him and stabbed him with her blade.

Tirek: 80% sync rate

“Twilight, come over here!” Fluttershy commanded, standing next to Starlight, Pinkie Pie, and Applejack. Twilight ran into Fluttershy's embrace as Rarity jumped off of Tirek and landed next to Rainbow Dash.

“We'll take on this guy!” Dash said, “You get to the scanners!”

Applejack nodded, and she, Fluttershy, Twilight, and Starlight ran to the scanners. If Twilight could fight, she'd probably be able to take Tirek on herself, but right now there was nothing she could do. If they lost, they were screwed.

Believe in them. They'll get us out of this.

Back in the Cortex, Sunset, Discord, Chrysalis, and Luna were still engaging the ninjas, who were surprisingly really good one on one. At some point in, XANA had also summoned other minsters to aid him, so there were tarantulas and krabs scattered all around.

Sunset was kicked back by the ninja she was fighting, and then turned to the side to see Chrysalis ducking and dodging attacks from the ninja in front of her along with an assault from two tarantulas.

“Hey, need a hand?” Sunset asked.

“I'm fine, don't worry,” Chrysalis said. At first Sunset was curious, as her form didn't seem to have any weapons or powers, but then she did something a little odd. She jumped over the ninja, stepping on his head, and then lunged over to one of the tarantulas, biting into it's neck.

Her wings flapped quickly as she seemed to absorb some sort of green energy from it, and she then flew away, actually morphing into a tarantula. She pointed her new blasters at the two monsters killing them immediately, and she then turned to the two ninjas and fired at them.

When they were knocked back, Sunset grabbed one ninja by the arm, pulled him down actually sitting cross legged on his back, and seemed to pull his arm out of socket while stabbing him with her laser sword/whip. The ninja broke apart devirtualizing. At the same time, Chrysalis finished off her opponent, and walked over to Sunset, shifting back to her normal appearance.

“Your avatar is interesting,” Sunset said, “Some sort of changeling I guess?”

Chrysalis nodded, “I can load a single monster form onto my avatar and transform into it. Unfortunately, like this I'm virtually helpless, but I know how to get out of trouble.”

Behind them, Discord and Spike were dealing with three krabs that took turns firing at them. Spike jumped to the side and threw a fireball at the krab in the middle, but the other two returned fire knocking Spike to the ground.

Spike: 60 HP

Discord threw a card at the krab on the right, hitting it right on the XANA symbol for an instant kill, and then rolled over to Spike helping him up.

“You okay?” Discord asked Spike, who barked in confirmation, “If you get too hurt, fall back, okay?”

Spike lowered his head as if to nod, and then turned to the final krab launching a fireball at, followed up by Discord throwing three cards at its head, destroying it.

Currently Luna was fighting two ninjas at the same time, but didn't seem to be having too much of a time. In fact, she managed to twist them in ways forcing them to fight each other on more than one occasion.

“This is starting to bore me, Tia,” Luna said, “Are the girls almost done with their part?”

“Almost,” Celestia said, “They've found Twilight and are taking her to the scanner room.”

“Excellent,” Luna said with an arrogant smirk, “I'm ready for a real fight.”

Applejack, Fluttershy, Twilight, and Starlight burst into the computer room, where there were currently three scientists monitoring the computer. Applejack looked closely at their eyes, and was saddened to see they didn't have the XANA insignia in them.

“Nothin personal,” Applejack said putting her two pistols together to form her shotgun, “Ah can't have none of y'all rememberin my face though.”

She then proceeded to walk through the place firing at all of the scientist, sadly killing all three of them. Twilight gave a muffled scream and turned away, leaning into Fluttershy's shoulder.

“I'm sorry Twilight,” Fluttershy said, “But Miss Tia said we have to, otherwise they'll find us back home.”

“It's a real shame you girls have to do this,” Starlight said walking over to the computer, “You're still kids, and you had to basically become soldiers.”

“We'll all get therapy after we save the world,” Applejack said putting her guns away and walking over to Twilight, “It'll be over soon, Twilight. You'll be back home in no time.”

“Shit!” Starlight swore, catching everyone's attention.

“What's wrong?” Fluttershy asked.

“It's XANA!” Starlight said, “He's-” the security alarm went off, and the doors sealed shut. At the same time, a gun mounted security camera turned in the direction of Twilight, Fluttershy, and Applejack, targeting Twilight. Starlight noticed that and shot up from her seat, “Look out!”

The gun fired at Twilight, but Starlight pushed them out of the way just in time, unfortunately taking the shot in the chest herself. Twilight cried out Starlight's name through the rope gagging her, and Fluttershy quickly turned to the camera firing at it with her light arrows, destroying it.

“Starlight!” Applejack cried running to her and Twilight's side. It looked like the bullet sadly got her in the heart, and it wouldn't stop bleeding.

“Twi… light…” Starlight breathed out.

“Yer gonna be okay,” Applejack said, poor Twilight breaking down, “If we get ya in the super computer, we can-”

“No Applejack…” Starlight said, “I'm not… in any condition… to virtualize… You have… to leave me here…” Twilight shook her head, clearly saying no, “Twilight honey… I'm sorry… this… is as… far as… I go…” she reached into her shirt pocket and pulled out her flash drive, putting it in Twilight's shirt pocket, “That… has the anti… XANA program… It's not… complete… but… if anyone can finish it… I know you can…”

Twilight shook her head and leaned into Starlight's embrace crying as the older woman petted her head like always to comfort her.

“In the… short time… we knew… each… other… you became… like… a little sister… to me…” Starlight continued, clearly beginning to fade, “I… love you… Twilight… Sparkle…”

Starlight's body became lifeless. Twilight sat up looking at Starlight, and shook her a few times to wake her up. Upon realizing that she was actually dead, Twilight broke down completely, screaming as loud as she could. Applejack lowered her hat over her eyes, and Fluttershy walked over to Twilight embracing her.

“Twilight, we have to go,” Fluttershy said sadly, “I know you're hurt, but if we get captured here, Starlight's sacrifice would have been for nothing,” she helped Twilight to her feet and guided her to the scanner, and then sat down at the computer, “XANA is probably going to possess Twilight the second she's in Lyoko. Miss Tia, can you translate me back into Lyoko as well?”

“Yes, but what about the scanner?” Celestia asked.

“Ah can destroy it,” Applejack said, “Ah think my shotgun can charge up enough to blow this thing ta pieces once Twilight's in Lyoko.”

“Transfer Twilight,” Fluttershy said closing the scanner, “Scanner Twilight. Virtualization.”

Fluttershy pressed the enter key, and Twilight vanished from the scanner in a bright light. A second later, Fluttershy turned to static and vanished from her seat. Applejack walked over to Starlight's body, taking her hand.

“Thank you fer takin care of my best friend,” Applejack said, “Ah won't ferget what you did fer us.”

She walked over to the scanner, pointed her shotgun at the machine, and fired her strongest blast at the machine, not only destroying the scanner, but the keyboard and screen as well. As it exploded, Applejack turned to static and vanished from the real world as well.

At the same time, Tirek grabbed Rarity by the neck and was about to crush her when his body started phasing in and out.

“What?! What's going on?!” Tirek asked.

“Looks like they managed to destroy the scanner!” Pinkie Pie cheered.

“And since you used the scanner to translate into the real world, you're being booted right back to Lyoko,” Rainbow Dash said sticking her tongue out at Tirek, “Sorry asswipe, you lose this round.”

Tirek screamed in rage as his body vanished, causing poor Rarity to fall on her butt. Pinkie Pie helped her up.

“I think that's our cue to head back to Lyoko as well,” Rarity said.

“Eos, you here that?” Dash asked.

“I did. I'm bringing all of you back now,” Celestia said. A second later, the three of them turned into static and vanished from the real world, transferring back into Lyoko.

In the Cortex, Twilight rendered and was dropped a bit away from the Argo. Thankfully no longer bound, she looked around at the fight, horrified to see how many monsters there were. Krabs, tarantulas, mantas, and even creepers, at least fifty of each kind.

Before Twilight could do anything, red electricity engulfed her.

“X-XANA…!” Twilight said before her will was completely overshadowed by the malicious computer virus, “I hate you!” XANA seethed getting up and walking over to the fight, “I hate ALL OF YOU!!!”

XANA unleashed all of Twilight's power at once, sending a white wave out to damage all of the Architects and Sunset.

Discord: 20 HP

Chrysalis: 10 HP

Luna: 30 HP

Sunset: 20 HP

As Discord stood up, Tirek rendered into Lyoko and dropped down behind him. Discord turned around and did a sudden back flip out of the way as Tirek slammed his fist on the ground.

“Now is that any way to treat an old friend?” Discord asked.

“You're no friend of mine,” Tirek said, “You're nothing but a lowly traitor, just like my brother!”

“I'm sorry, but if I had to choose between working for you and being paid millions of dollars or working for Celestia and being surrounded by gorgeous women for the rest of my life, I'm going to choose the women.”

Tirek growled in anger and threw a punch at Discord, instantly devirtualizing him.

Discord: 0 HP

Discord emerged from his scanner sitting on the floor, his eyes spiraling almost like a cartoon character.

“You know, I think he's still angry about ten years ago,” he said, sounding dizzy.

After collecting himself, he took the ladder up to the computer room, where Celestia jumped out of her seat and ran into his arms.

“Jon! Are you okay?” Celestia asked.

“I'm fine Tia, really,” Discord said, “Are you sure about going in there though?”

“Those girls can't beat Tirek,” Celestia said, “I don't know if I can beat him, but I can at least try. I can't run away from him anymore,” Celestia pushed past Discord going to the elevator, but Discord grabbed her hand stopping her, “Jon-”

Discord turned Celestia around and kissed her, softly and tenderly. After a second, Celestia wrapped her arms around him as they kissed.

“I've been wanting to do that since you came back,” Discord said.

“Jon…” Celestia said blushing. Discord chuckled.

“Please love, call me Discord,” he said with a friendly yet mischievous smile. Discord pushed Celestia into the elevator with a light pat on the butt, and then walked over to the computer. Celestia couldn't hold in her smile as it closed. Discord wasted no time setting up the transfer procedure.

“Transfer Celestia! Scanner Celestia! Virtualization!” Discord said, pressing the enter key and sending her into Lyoko. It felt better letting his emotions out. The only reason he waited so long was because she was dating his best friend. At this stage though, he didn't think Sombra would have minded if he decided to take care of Celestia.

She was absolutely lovely after all. Someone had to take care of her.

In the Cortex, Celestia rendered and dropped down behind Tirek, and fired a Sun Burst at him, knocking him to his knees.

Tirek: 70 HP

“Luna, I need you!” Celestia asked. Luna kicked the ninja she was fighting to the ground and smiled arrogantly.

“It's about time!” she said, using her Super Smoke to fly over to Celestia's side, standing back to back with her looking at Tirek, “Glad you decided to join in on the fun.”

“What can the two of you hope to do?” Tirek asked, “It's not like you can actually defeat me!”

“You'd be surprised what the light and darkness are capable of when they work together,” Luna said. She charged at Tirek and slashed with her sword, but Tirek moved out of the way of her assaults. At the same time, Celestia built up energy balls in her hands and threw them at Tirek, timing them perfectly with Luna's moves.

The Lyoko Warriors all transported out of the Argo, but Rainbow Dash took a white energy blast to the back.

Rainbow Dash: 30 HP

Pinkie Pie turned to XANA and ran over to her rolling into a ball to tackle her, but she flipped to the side out of the way and threw her another energy blast, this time at Fluttershy. Thankfully both Applejack and Rarity blocked the attack for her.

Applejack: 75 HP

Rarity: 75 HP

“If I can just stop you from deactivating the tower, my plans will be salvaged,” XANA said sauntering forward.

“Too bad ya can't stop us from deactivatin that tower,” Applejack said, “Fluttershy, go!”

“Right!” Fluttershy said, taking to the skies and flying off. XANA fired a small blast at Fluttershy, but Sunset flew in the way blocking with her laser sword/whip.

Sunset: 80 HP

“I'll cover you!” Sunset said to Fluttershy. The two of them flew off together, and XANA screamed in frustration.

“SUNSET SHIMMER!!!” XANA screamed, “You're not going to keep standing in my way!”

Rarity charged at XANA and slashed with her sword, but XANA moved out of the way and kicked her back. She then turned to Rainbow Dash as she jumped in the air with a kunai, and threw an orb of energy at Dash, knocking her to the ground.

Rainbow Dash: 0 HP

Pinkie Pie rushed over to XANA, and instead of tacking her with a Homing Attack or something, actually started slashing at her ferociously. XANA flipped away from Pinkie Pie, but took a shot from Applejack in the back.

Twilight: 70 HP

XANA spun around building up energy, leaned all the way back, and launched to laser beams at Applejack and Pinkie Pie. Pinkie Pie managed to roll out of the way, but Applejack wasn't so lucky and fell back.

Applejack: 0 HP

XANA held out her hand, materializing what looked like a black and red Tera-Bike with sharp edges and the XANA symbol on the wheels. She took off leaving a blood red trail behind her. Pinkie Pie was about to run after her, but three krabs fired in her way stopping her.

“Rarity, I can get past these guys in time!” Pinkie Pie called out, “You and Spike need to go after XANA!”

Rarity nodded and whistled, “Spike! Ko mne!”

Spike howled and ran over to Rarity's side. He knelt down, and Rarity got on his back. Spike took off at high speed, being careful to avoid the still active traps of the Cortex. Once they were close to XANA, Rarity pointed her sword forward.

“Fas!” Rarity commanded. Spike opened his mouth and launched a fireball at XANA, who swerved out of the way, “Chyort!” Rarity swore. She saw a section of the Cortex about to slam into her and Spike, but Spike quickly threw Rarity off his back, taking the attack himself.

Spike: 0 HP

“SPIKE!!!” Rarity cried, praying and hoping his data was retrieved. She shook it off and proceeded on foot, thankfully able to dodge the Cortex's more vicious traps.

XANA fired white energy beams at both Fluttershy and Sunset, knocking both of them out of the sky a bit in front of the tower.

Sunset: 30 HP

Fluttershy: 40 HP

XANA rode in front of the tower to block their pathway and got off the Tera-Bike.

“If either of you try to fly away at this range, you'll be wide open for me to attack,” XANA said, “There's no way for you to get past me.”

“Don't underestimate us!” Sunset said as both she and Fluttershy rose to their feet, “You're not as perfect as you think you are.”

“I AM PERFECT!!!” XANA screamed in rage, “I AM THE PINNACLE OF EVOLUTION!!!”

“If you're so perfect, how come you're being beaten by a group of teenagers?” Sunset taunted. XANA turned to Sunset and charged up her energy beam. Right as Fluttershy tried to slink past though, XANA pointed her other hand at her.

“Nice try Sunset Shimmer,” XANA said, “But I've begun to understand how you function. You wish to use my hatred against me, and cause me to lose focus so Fluttershy will be able to get into the tower behind me.”

Sunset laughed, “Nope. I want you to monologue about how you think you figured me out so you won't notice the attack coming.”

“What atta-” XANA was cut off as Rarity's shock wave hit her in the stomach.

Twilight: 20 HP

Fluttershy took that as her chance to fly over XANA, flipping in the air, and landing in front of the tower. XANA fired at her continuously, but she ducked, swerved, and dodged all of the attacks as she phased into the tower.

The interior of the tower was a little different than what Fluttershy was used to. The walls and platform were all red. Still, she ran to the center of the tower and allowed herself to be lifted to the platform above her.

She walked over to the control panel and attempted to hack into the tower's security, but was shocked to see that she was locked out. That had never happened before.

“Oh dear…” Fluttershy said nervously, “This isn't good at all.”

“Hmph, it's no matter,” XANA said turning to Sunset and Rarity, “She won't be able to deactivate that tower anyway. You see, unlike all of the other towers, I'm registered as the security system here. So Fluttershy can't access the tower.”

Rarity charged at XANA with her sword, but XANA grabbed the blade and threw Rarity to the side. Sunset turned her blade into its whip mode and slashed XANA, but she moved out of the way and fired a small but quick beam just to knock Sunset onto the ground. While she was on the ground, XANA stepped on one of Sunset's wings, and then grabbed the other one, pulling it off her back.

No! Sunset!

“I've had it up to here with you, Sunset Shimmer!” XANA said as Sunset screamed in pain, “I'm putting an end to our relationship!”

Stop it! XANA, don't do this!

XANA grabbed Sunset by the hair and dragged her over to the edge of the sector, “This is something I've wanted to do for a long time. Ultimately, I wish to do this to all of you, but you're a nice start.”

Don't kill her, XANA! Please, I'm begging you!

“I wish you could hear her,” XANA said holding Sunset over the edge, “She's frantic right now. It doesn't help that I already killed Starlight Glimmer.”

“Starlight… is dead…?” Sunset asked, clearly shocked.

No… No…! No!

“She died a pitiful death,” XANA said, “A mere bullet to the chest. It's a shame that you're not even granted that luxury. Now, JOIN THANATOS IN OBLIVION!!!”

NO!!!!!

Something odd happened at that moment. XANA was engulfed in purple electricity, and she screamed in pain. She released Sunset, who had to hold onto the ledge of the sector as XANA held her head in pain.

“W-what… are you… doing…!” XANA shouted. A second later, XANA's expression completely changed and she ran over to Sunset grabbing her hand right before she lost her grip.

“SUNSET!!!” Twilight screamed.

“T-Twilight…?” Sunset asked, “You… forced control?”

“I'll help you up! Just hold- AHH!!!” she was engulfed in red electricity as XANA took over again, “I don't know how that happened, but you won't- AUGH!!!” XANA was engulfed in purple electricity and Twilight forced control again, “You're not going to kill her, XANA! I won't let you do this! AHH!!!” XANA took over again, “You can't stop me, Twilight Sparkle! No one can stop me! HAH!!!” Twilight took over, “Watch me! Sunset, I'm sorry for this!” Twilight charged up her strongest attack and fired it at Sunset, destroying her avatar.

Sunset: 0 HP

The scanner opened, and Sunset fell to the floor unconscious.

XANA or Twilight, Rarity couldn't tell which one was in control at the moment, was writhing on the ground screaming in pain as red and purple electricity engulfed her.

“You realize that just helped me, right?” XANA asked Twilight, “Now that Sunset, the one who most likely had the program they needed to rescue you, is out of Lyoko, you're mine forever!”

“Maybe so!” Twilight said, “But at least I can make sure no one else can get hurt by you!”

“You're the one with the program needed to destroy me! Without that, I'll live on forever!”

“No you won't! My friends will find a way to destroy you! I know they will!”

Rarity nervously pulled out her blade looking at Twilight and XANA fight for control of her body.

“Hurry Fluttershy…” Rarity pleaded.

After being locked out for the tenth time, Fluttershy tried a slightly different approach, this time pressing the butterfly crystal on her necklace. Using her source code, she forced her way into the security. It was dangerous, and the feedback was really intense, so much that she fell back onto the floor. However, when she looked up, she saw that the keyboard had vanished, replaced by a touch screen.

Fluttershy forced herself to her feet, and slammed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

“Tower… deactivated…!” Fluttershy breathed out, falling to the floor in exhaustion. The coding on the walls slowed down, and fell into the abyss below her.

Outside, XANA stood up and was about to fire at Rarity, but stopped flinching in pain. It looked like she couldn't move for some reason.

“W-what?!” XANA cried, “Why…? I… can't move…!” she turned next to her and saw the tower's aura had changed from red to blue, “NO!!! HOW DID SHE-” XANA stopped as Rarity thrust her sword into XANA's stomach, “Y-you…”

“Anti-virus wasn't put in Sunset's weapon,” Rarity said glaring at XANA with sheer hatred, “It was put… in mine.”

“Why… did they pick…” XANA asked.

“One, you wouldn't expect it. Two, my weapon is strongest physically. And three,” she got close to XANA's ear, “I believe Americans call it poetic justice.”

XANA staggered away from Rarity, and then screamed in pain as Twilight's entire body was engulfed in red electricity, this time flowing out of Twilight.

Closer to the core, Tirek looked up and saw the red stream of electricity flowing up into the sky.

“What in the world is that?!” Tirek asked.

“That's the symbol of your defeat,” Celestia said. She, Luna, Chrysalis, and Pinkie Pie stood in a circle around Tirek.

“It looks like Rarity and Fluttershy succeeded,” Chrysalis said, “All that's left is to take you out.”

“And since you've lost your connection to the real world,” Luna said, “Let's just say this isn't going to end well for you. Pinkie Pie, would you like to do the honors? You're the only one who'll gain experience points from this anyway.”

Pinkie Pie's ears bent backwards as she glared at Tirek with a dangerous expression, “Limit Break…!”

She pressed the balloon emblem on her collar, and rolled over to Tirek, slashing wildly at him with everything she had. After a few seconds, she kicked Tirek into the air, jumped after him, and then rolled into a ball again spinning on him for extra damage. When Tirek fell to the ground, Pinkie Pie looked at him as his body broke apart.

“I've never hated anyone as much as I hate you,” Pinkie Pie seethed, tears of anger falling from her eyes, “I hope you rot in hell for what you did to Twilight and Celestia.”

“Those eyes…” Tirek said, “They… hurt…”

His body completely broke apart, not merely devirtualized, but deleted. Pinkie Pie fell to her knees, and cried softly as Chrysalis walked over to her and embraced her.

When the electricity left, Twilight stood at the edge, now in her regular avatar. Instead of falling forward though…

She started falling backward.

“TWILIGHT!!!” Rarity screamed running to catch her, just missing her hand, “NYET!!!!”

As Twilight fell to the Digital Sea, Fluttershy flew down to her, grabbing her just in time and carrying her bridal style back to the surface. When she landed, Fluttershy sat on the ground resting Twilight's head in her lap as Rarity ran over to her.

“She will be alright, dah?” Rarity asked.

“I believe so,” Fluttershy said, “Let's bring her home.”

A few minutes later, everyone was pulled out of Lyoko. Thankfully Twilight could now be scanned by their super computer, so it was easy materializing her. As the scanner worked, everyone gathered around the scanner, anxious to see if Twilight was okay.

The scanner opened, and Twilight was sitting elegantly in the scanner, eyes closed, and thankfully no longer bound. Applejack slowly smiled in relief, Rarity covered her mouth in shock, once again looking like she was going to cry. Rainbow Dash and Pinkie Pie couldn't contain their happiness, and hugged each other laughing happily. Luna closed her eyes smiling. Cadance actually fell back against a wall in relief. Discord took off his hat and wiped his forehead smiling, and Celestia next to him closed her eyes as tears of joy streamed from her eyes. Sunset, still looking exhausted as she had just woken up, smiled peacefully leaning against a scanner.

Fluttershy was trembling, holding her hand to her mouth trembling as tears built up in her eyes. Twilight stirred and slowly opened her eyes, looking at everyone in shock.

“Everyone…” Twilight said, “Is this… real…?”

Fluttershy couldn't contain herself. She broke down completely embracing Twilight.

“Welcome home… Twilight.”

Ending Theme: Can't Fight the Moonlight

Author's Note

I was planning on only having four arcs, but recently I watched a video that put something in perspective concerning a certain character, which helped me figure out what to do with a few character's I've wanted to put in the story. So this chapter marks the end of the Twilight Arc, but the next chapter will mark the beginning of what is essentially the Evolution part of my story.

Don't worry, it's still animated (unless you want to envision it live action) and yes it will have a definite conclusion.

Please click here to check out my Patreon.

28: XANA Strikes Back

Author's Note

I'm going to try and describe them to the best of my ability, but just know that essentially, this is the look I'm choosing for the Dazzlings in this story. With a minor adjustment on Sonata's look, this is basically what they look like.

Please check out my patreon if you enjoyed this and wish to help fund my campaign for world domination.

28: XANA Strikes Back

Theme Song: A Word Without Danger

28: XANA Strikes Back

What has happened to me…?

In a diner, a single teenager in a dark red hoodie sat alone, listening to the patrons around them talk. Nearby there was a couple arguing, but the figure paid them no real mind.

I was perfect… Flawless… Everything had gone according to my plans… And yet, somehow… I failed…

The hooded figure sat up and walked out of the diner, putting their hands into their jean pockets, going deeper into the night lit town.

She was in my control… I had her spirit broken… yet she was able to break free…

How…? Her body was mine… She shouldn't have broken through…

At the edge of town, another hooded figure was throwing pebbles in the lake. This figure wore a dark green hoodie, and based off how they were throwing the pebbles was furious about something.

Yet somehow… someway… she was capable of controlling ME…

Is it that… she has something that I do not…?

Is she in someway… superior to me…?

The green hooded person threw one last pebble, and then turned to walk back to town.

What has happened to me…? What are these new thoughts…? These new… feelings…?

Am I… afraid…?

A final hooded figure, this one wearing a purple hoodie, stopped walking to look up at the Everfree Mansion.

Could it be that in my attempts to break your will… you somehow managed to break mine…?

You… a mere human… were capable of breaking me…

Of making me question my own programming…?

The purple hooded person shuddered a bit from the cold, and then walked off hugging themselves.

You have given me something… you and your friends have altered me…

But the question is… do I look at this as a blessing… or a curse…?

The three figures walked toward a single meeting point in the center of Canterlot. Once they met, the one wearing the dark red hoodie hugged the purple hooded tightly. After returning the embrace, they both turned to the green hooded figure, who nodded. They both gave her a high five and proceeded the rest of the way together, the purple hooded figure in the middle.

My plans will proceed regardless… but I cannot ignore these changes…

I must understand you… I must know what it is that you possess…

What makes you superior to me…

The three figures stopped in front of a gate and looked up. The three of them all lowered their hoods, revealing three of the most extravagant looking hairstyles anyone had ever seen.

It is for this reason, that I will change my tactics…

If I cannot defeat you in my world… then I shall simply have to engage you…

In yours…

The one in the center tightened her fists, glaring at the location of her sworn enemy.

Canterlot High Boarding School…

The next day, a single blue car drove up to the school. Inside was Twilight and her older brother, Shining Armor.

“Are you sure you want to go back to school now?” Shining Armor asked his still very somber and sensitive little sister.

“I have to,” Twilight said, “I want to be near my friends. Also, there's something that… I have to do.”

Shining Armor sighed, “You still haven't told me what happened to you. I'll be honest, I don't believe for a second you were in France.”

“I…” she so wanted to tell Shining Armor where she was; that for the last month and a half she was in a secret government facility being held against her will, but would he believe her? He might actually, as Cadance had told Twilight that Shining Armor knew about Tartarus.

But if he knew, he'd freak out. He'd probably insist that she leave the school, that she stop fighting XANA. But she was the only one who could finish the anti-XANA program that Starlight Glimmer created.

Starlight…

“Whenever you're ready to talk, I'll listen,” Shining Armor said hugging Twilight tightly, “You don't have to deal with it alone. You have me, Cadance, Celestia, and Luna with you.”

“I know…” Twilight said tearing up a bit, “Thank you Shining Armor. I love you.”

“I love you too, Twilie,” Shining Armor said before reluctantly letting her go. Naturally she'd be returning to the dorms, which Cadance had to help her in terms of convincing Shining Armor that was okay. He didn't know what was going on, but he could probably tell that she was doing something extremely dangerous.

She exited the car and began walking to the school. As she walked, she pulled out Starlight's flash drive, which she hooked to the end of her phone so she wouldn't ever forget it. Once she got to her dorm and had her computer set up, she'd transfer all the important files onto it and the super computer so she could work.

When she approached the gate, she saw three new students getting a tour of the school by Miss Harshwhinny. They were dressed in probably the fanciest, but coolest clothes Twilight had seen in a while.

One was Caucasian with really long blue hair with dark blue stripes tied in a high pony tail. She had light purple eyes made up with blue eye shadow, and wore a dark red blazer like jacket over a pink top, pink mini skirt, black fishnet stockings and black leather high heeled boots. She was the bustiest of the three, about as big as Rarity, and looked to be the most cheerful one.

The girl on the opposite side of her had darker skin, and had long purple hair with green highlights tied in two long twin tails with spiked hair clips. Her eyes were dark purple, and she wore purple eye shadow, white top, green vest with torn sleeves, six purple belts on her arms: three on each, purple jeans, and dark brown boots with a small two inch heel. Unlike her more cheerful companion, she had her arms folded and looked bored out of her wits, and had a more athletic figure that was still really hot.

Finally, the one in the middle was Caucasian like her cheerful friend, and had the most impressive mane of orange and yellow hair that had to have taken hours to style. Her eyes were almost red, and she wore orange eye shadow, dark purple corset top, short light purple jacket, dark purple short shorts, light purple stockings with stars on them, dark purple ankle boots with golden high heels, and a golden belt with an emerald shaped emblem in the center. Though not as busty as her blue haired friend, she exuded the most sex appeal overall out of the trio. As she took in whatever Harshwhinny was telling them, her expression was virtually unreadable.

But for some reason, Twilight couldn't take her eyes off of them, most of all the one in the center.

The dark skinned girl turned to look right at Twilight, and then tapped her two friends on the shoulders to get their attention. Harshwhinny also turned to Twilight in shock.

“Twilight? You came back earlier than I expected,” Harshwhinny said walking to Twilight with the three students.

“Y-yeah,” Twilight said, “I, uh… finished things in France, and well…”

Harshwhinny nodded, “It's truly a pleasure having you back. Oh, I'd like you to meet-” she was cut off by the three girls sauntering past her toward Twilight, the one in the middle swaying her hips with each step.

“So you're the famous Twilight Sparkle,” the girl in the middle said. Twilight was a little taken aback by how deep and alluring her voice was.

Why was she trembling looking at her?

“I-I-I am…” Twilight said nodding. She was going to try and back away, but her two companions circled behind her.

“I'm Adagio,” the orange haired girl said, “These are my sisters; Sonata,” she motioned to the busty blue haired girl.

“Hello there,” Sonata said, her voice a little chirpy, but pleasant sounding with a British hilt.

“And Aria,” Adagio continued, motioning to the third dark skinned girl, who just nodded her head up with a stern expression.

“Sup?” Aria said, her voice sounding similar to Dash's, but slightly deeper and tougher.

“It's… a pleasure to meet all of you,” Twilight said, trying to calm her racing heart. She held out her hand, and Adagio took it, looking deep into Twilight's eyes. Adagio's perfume invaded Twilight's senses, once again making Twilight's heart pick up.

“The pleasure is all ours, Twilight Sparkle,” Adagio said, smirking in a way that was both sensual, and almost sinister. Something about that look was so familiar, almost like-

No… It couldn't have been…

“Miss Harshwhinny, we should finish the tour,” Adagio said letting go of Twilight and turning back to the teacher.

“Yes. Twilight, I'm looking forward to seeing you in History,” Harshwhinny said.

“R-Right,” Twilight chirped, “Looking… forward to seeing you too…” she jumped as Sonata and Aria bushed past her, and the three of them sauntered away after the teacher. Sonata even turned around and waved seductively to Twilight.

“What in the world…?” Twilight asked, “Are those three…?” she jumped a bit again as someone wrapped their arm around her shoulder.

“Wow Twilight, I know I'm awesome, but you should be used to my overbearing presence by now,” a familiar Rainbow haired girl said with a smirk.

“Rainbow Dash!” Twilight cheered, turning to her friend and embracing her. She looked behind Dash and saw Applejack, Pinkie Pie, Rarity, and Fluttershy also there smiling at her, “Everyone!”

Pinkie Pie was the first one to run up to Twilight and hug her, actually lifting her up a bit.

“I'm so excited! You came back!” Pinkie Pie said, “The whole gang is back together!”

“Ah'll say,” Applejack said as the rest of them gathered around, “It jus' ain't the same here without ya.”

“Sunset did good job standing in for you,” Rarity said, “But no one could replace you on team.”

“Um… Twilight,” Fluttershy said softly, “I… um… well…” Twilight couldn't contain herself. She locked fingers with Fluttershy and kissed her, much like how Fluttershy did to her the first day she was released from Lyoko.

“Whoo!” Dash cheered, “Is it just me, or did the temperature suddenly go up here?”

“And jus' like that, all's right in the world,” Applejack said.

“I've wanted to do that for the longest time,” Twilight said looking into Fluttershy's eyes.

“You did…?” Fluttershy asked.

“You're my angel, Fluttershy, now and forever,” Twilight said lovingly. Fluttershy was wide eyed, but soon broke down completely and pulled Twilight into another passionate kiss.

“Damn, I missed the big reunion, huh?” another familiar voice asked. Twilight released Fluttershy to see Sunset Shimmer walking up to them, now sporting a light blue and yellow dress shirt under her black leather jacket, blue jeans, and black boots.

“Sunset, I…” Twilight said, suddenly feeling a little guilty remembering how Sunset felt about her.

“Hey, it's fine,” Sunset said waving it off, “I had a feeling you'd pick Fluttershy in the end. I'm just happy to see you're alright.”

Twilight smiled at Sunset, thankful that she understood.

“Looks like everything is going back to normal,” Rarity said as they seven of them walked into the school, “Celestia also came back to work.”

“She did?” Twilight asked.

“We were shocked too,” Dash said, “She said she didn't feel right sitting around doing nothing while we did all the fighting.”

“Speaking of fightin,” Applejack said, “Ah hate ta be the one ta bring up the elephant in the room, but any news on he-who-must-not-be-named?”

“He's gone dark,” Sunset said, “I checked the super computer for any signs of him. Sure, I saw a kankrelat or two running around, but beyond that, nothing.”

“He lost big last time,” Rarity said, “Maybe he's given up?”

“Nope, that's not going to happen,” Pinkie Pie said, “That never happens in video games. That last fight was meant to mislead us into thinking we won. Besides, we got experience points from the last battle.”

Sunset pinched the bridge of her nose, but Twilight laughed. She missed Pinkie Pie's video game comparisons.

“But what could XANA really do now?” Dash asked, “We got Twilight back, we saved Principal Celestia, and we took out Tartarus. Honestly, I think XANA lost.”

“We can't count him out yet,” Sunset said, “He still has over a hundred replicas out there plus a growing army of robot soldiers. With what we know about Lyoko and how it connects to the real world now, we can assume XANA has big plans.”

“What we know about Lyoko?” Twilight asked.

“Right, you don't know yet,” Applejack said, “Turns out, Lyoko is connected ta somethin called the… what was that thing Cadance explained?”

“The Holographic Universe Theory,” Dash said suddenly, catching everyone's attention, “What? I didn't understand any of what she said, but I remembered it all. Perfect memory, remember?”

“The Holographic Universe Theory…?” Twilight asked, “Trixie was telling me a bit about that, how matter is similar to a hologram.”

“Well, turns out that theory was spot on,” Sunset said, “Lyoko is meant to allow a person to control matter from a computer.”

“Lyoko can do all of that?” Twilight asked, eyes wide.

“Well, XANA can at least,” Fluttershy said looking away, “He was a program designed to interface with Lyoko, and use it to control physical matter.”

“Why would anyone build something so-” she stopped when she realized the answer to her own question, “Tartarus.”

“Yup,” Applejack said as they entered the cafeteria, “They wanted ta use that to travel around the world via cyberspace, and use it to control the world.”

“All of this cyber talk gives me a headache,” Dash said rubbing her head, “All I know is that it's fucked up, and XANA needs to be stopped before he can use Lyoko to take over the world. Cause apparently he can actually do that with Lyoko.”

“Then it's a good thing I still have Starlight's program,” Twilight said pulling out the flash drive, “In here is everything we need to destroy XANA.”

“Then what are we waiting for?” Pinkie Pie asked, “Let's take him out! Final boss time!”

“Not final boss time,” Twilight corrected, “I still can't make heads or tails out of it. Right now, it's all just random data. She got started, but she didn't get very far in it. Besides, I need to figure out how to utilize the source codes for it to fully work.”

“So we just need to buy time, dah?” Rarity asked as they sat down at their new table, one that could accommodate up to ten people, “That's nothing new.”

“Yeah, if XANA activates any towers we'll just send Fluttershy into Lyoko with a team of two or more, and then “Hey it's us” all the way to the tower,” Pinkie Pie explained.

“I'll move to the front lines then,” Sunset said, “Since Twilight's back, you guys don't need me at the controls,” she caught herself, “Unless you actually wanted to-”

“No,” Twilight said, “That's fine. I want to do my part to fight XANA, but… I don't think I'm ready to go into Lyoko yet.”

“That's fine,” Applejack said, “Ah don't think any of us would mind it if ya stayed away from active combat fer a bit.”

“Dah, leave fighting to us,” Rarity added.

“Thanks for understanding,” Twilight said looking down. The door to the cafeteria opened, and the three new students walked in at the same time. Naturally, everyone was looking at them.

“Oh my God, they're gorgeous.”

“I saw them earlier! I think they're new students!”

“Damn, that blue haired one's got a nice rack.”

“Yeah, but look at the blond! No white girl should have an ass that nice!”

“I'm terrified of the black girl. She looks really mean.”

“Yeah, but you know what? Something about her just sort of draws you in, you know?”

“It's Fluttershy all over again,” Applejack said rolling her eyes.

“Well, in their defense, those girls are really hot,” Dash said, “This is coming from me of all people.”

The three girls sat down at a table right in the middle of the cafeteria. Sonata, the blue haired one, pulled out a notebook and the three of them started talking about whatever was written inside.

“Oooh, I just love their style,” Rarity said, “They look like celebrities almost.”

“Think they're nice?” Pinkie Pie asked, “I mean, the purple haired one doesn't look approachable, but the other two seem okay.”

“I don't know,” Sunset said, “That's blond one just screamed alpha-bitch. She's kind of my type though, I won't deny.”

“What 'bout Twilight?” Applejack asked Sunset.

“Look, if Twilight's going to choose Fluttershy over me, I gotta try and move on,” Sunset said shrugging, “Or would you rather I proceed to intrude on their relationship creating more sexual tension within the group?”

“Ah'm good,” Applejack said, allowing Sunset to resume undressing Adagio in her mind.

“Honestly, I don't know about those three,” Twilight said.

“Did you meet them?” Fluttershy asked.

“Right before you guys showed up,” Twilight explained, “The blond one is Adagio, the blue haired one is Sonata, and the purple haired girl is Aria.”

“They all have music themes names,” Rarity said, “That's actually really cool.”

“How much you wanna bet they're great singers,” Rainbow Dash asked, “I mean, they look like freaking movie stars or something.”

“I get a really weird vibe from them,” Twilight said, “They seemed almost like they knew me. I don't know why, but they felt familiar to me.”

“Did ya check their eyes fer XANA symbols?” Applejack asked.

“I did,” Twilight said, “They're not specters, I know that.”

“That doesn't mean we should let our guard down,” Fluttershy said, “We don't know what XANA is planning, and even I'll admit there's something sort of creepy about them.”

“Ya hear that, Sunset?” Applejack asked.

“I'm with you guys, don't worry,” Sunset said laughing, “Just because I think Adagio is sexy as hell doesn't mean I'm going to slack off. We should keep an eye on them.”

“I bet you wouldn't mind keeping an eye on Adagio,” Dash taunted.

“The possibility of her being evil does not take away how hot she is,” Sunset said. Twilight shook her head smiling and then turned her attention to the girls. Adagio looked up briefly at Twilight and smiled at her before Sonata snapped her fingers to get her attention. Adagio smiled sheepishly seeming to apologize and they got back to whatever they were doing.

What was her deal?

Among the staff, everyone was surprised to see Celestia back in action so soon. She still refused to talk to the police about where she was, but considering how tense she seemed it was clear something happened to her. Still, everyone was pleased that the certified leader of the school was back in business.

Luna being the happiest of them all.

“So sister, how are you adjusting to returning to your old job?” Luna asked.

“It feels wonderful,” Celestia said, “I missed my students so much. Though, I wasn't expecting to have to bring three new students in so soon.”

“Yes, Adagio Dazzle, Aria Blaze, and Sonata Dusk,” Luna said pulling out their records, “Can I be honest with you sister?”

“You get a strange vibe from them as well?” Celestia asked. Luna nodded.

“I swear Aria couldn't stop eying me,” Luna said, “She looked like she wanted to kill me. Tia,” Luna leaned in close to Celestia, “Do you think it's related to XANA?”

“Perhaps,” Celestia said, “I'm not sure how this is possible though. They're not specters, so they're clearly not possessed by XANA. Unfortunately, as we don't have a lot of rooms available for the sophomore class, one of them is going to have to dorm with Sunset.”

“I will talk to Sunset about this,” Luna said, “Tell her to be on her guard.”

“Thank you,” Celestia said. Luna nodded and walked out of the office to search for Sunset. As it was about eleven, she'd be in her math class by now. Luna walked there and saw Sunset taking notes, but her focus seemed to actually be on Adagio, who was sitting right in front of her.

“Excuse me,” Luna said walking into the math class, “I would like to speak with Sunset Shimmer please.”

“Yes, that's okay,” the Math teacher said, “Sunset, Vice-Principal Luna would like to speak to you.”

“O-okay,” Sunset said getting up. As she walked over to the older woman, Luna saw Adagio follow Sunset with her eyes, showing a sort of interest in her. That was odd.

Luna took Sunset a bit away from the classroom before speaking up, “I assume you know about the new students by now.”

“Adagio, Sonata, and Aria, right?” Sunset asked, “We all spoke about how suspicious they seemed.”

“Good,” Luna said looking away seriously, “Unfortunately, we can't deny them in the school just based off us suspicions, and they're enrolled to live in the dorms, which means one of them is going to have to dorm with you.”

“W-with me?” Sunset asked, looking surprised.

“You're currently one of the only students without a roommate,” Luna said, “Yes, there are others, but you're still relatively new to the school, so having a roommate wouldn't be too much of a shock to you.”

“I see,” Sunset said, “Um, do you know which one you're going to have dorm with me?”

“We haven't decided it yet,” Luna said raising an eyebrow, “Why? Do you have a suggestion?”

“Kind of,” Sunset said blushing a bit, “I was thinking… of Adagio.”

“Adagio. She's the one in your math class?” Luna asked, “Are you going to be okay being near her?”

“I'll be fine,” Sunset said, “I'll be honest, I do have a bit of a crush on her, but I can control myself around her.”

“Alright,” Luna said, “Just be on guard, okay?”

Sunset nodded, and Luna let her go back to class. She prayed that Sunset would be smart about this. She didn't want to accuse anyone of anything yet, but with the possibility, Luna couldn't be too careful. She just prayed that she was wrong, and that Sunset could enjoy her crush.

Deep in the Mountain Sector, red electricity traveled through wires going to a lone tower hidden inside a cave. Once the red electricity hit the tower, it's blue aura turned red.

In the scanner room, all four scanners turned on at the same time and got to work scanning something. Once they finished, their doors opened, and out of each scanner the same red bladed foot stepped out.

Krabs.

Back at Canterlot High, Twilight was working on her computer in the rec room for her free period. She and Fluttershy were supposed to have this period together, but apparently she had started going to see a therapist during the time she was being held by Tartarus.

Oh well, this gave her enough time to work on the anti virus program.

While she worked on the program, she had Spike on a separate tag so she could tend to him. She was surprised to learn that the purple wolf that was helping them was her VR pet Spike. Sunset said that they could change him back if she wanted, but Twilight liked Spike being like this. She couldn't have a real dog since she was allergic, but this gave her the illusion.

“Zdravstvuyte!” Rarity called out from the door, catching Twilight's attention. She waved happily at Twilight when she turned to her, and Twilight awkwardly returned the gesture. She still felt bad for what happened to her a few weeks ago, so while she was mostly the same around everyone else, she tried to avoid Rarity.

Sadly, that wouldn't pan out this time.

Rarity ran over to Twilight and sat down in front of her smiling.

“So… how are you?” Rarity asked Twilight expectantly.

“F-fine,” Twilight said, “I'm just… working on the anti-virus program.”

“Otlichno,” Rarity said nodding, “Will you be busy later today? Like… let's say… around 8 o'clock?”

“Um… no, I don't think so,” Twilight said looking away, “I was just going to work on this until I went to bed.”

“Nyet nyet nyet! You'll work yourself to exhaustion! Tonight, you come with me and Dash to shop. We have special surprise for you.”

It took a second for Twilight to realize that Rarity was talking about her personal shop, as her accent sometimes made it hard to understand her.

“Rarity, I… I don't know,” Twilight sighed, “This is really important, and-”

“You need this,” Rarity said taking Twilight's hand, “Working constantly is bad for you.”

“I appreciate it, but-”

TOWER ACTIVATED

LOCATION: MOUNTAIN SECTOR

19 LAT, 37 LONG

“What?! Now?!” Twilight cried looking at her laptop.

“XANA is attacking?” Rarity asked.

“We need to get to the factory!” Twilight said, “I'll send Eos a text and have her and the other Architects cover for us. Let's go!”

“Dah!” Rarity said. The two of them ran out of the rec center, unknowingly at the same time as Adagio walking in. She looked at them as they ran, frowned a bit, and then ran after them.

Five krabs ran to the school as fast as they could, stomping on cars and pushing anyone in their way out. They were on a mission, and that was the most important thing to them.

When they reached Canterlot High, they spread out in different directions while the one in the middle turned to the main school building and fired its lasers at it. All the students who witnessed this started screaming and running away frantically.

One krab chased Trixie, Snips, and Snails, poor Trixie in tears.

“Why is this thing after the Great and Lovely Trixie?!” Trixie asked frantically. The krab charged up its laser, but Aria jumped in and pushed them away just in time.

“What the?” Snips asked as Aria stood up and got in a fighting stance.

“What are you dumbasses doing?!” Aria shouted, “Unless you wanna die, get moving!” Trixie needed no convincing, and ran off, Snips and Snails following after. Aria cracked her knuckles looking at the monster, who was now looking at Trixie as she ran. Aria found a wooden board nearby and picked it up.

“Hey stupid!” Aria shouted, “Pay attention!” she ordered whacking the krab in the leg, knocking it down. Dash and Applejack ran up to her just as the Krab rose to its feet.

“Hey, you crazy?!” Dash asked, “This thing is dangerous!”

“Yeah? Well it was about to smoke three students! I couldn't let that happen, now could I?” Aria said, “So, are you gonna help me protect the school, or are you too chicken shit to fight?!”

Dash looked at Aria up and down, and then laughed, “Holy shit! Applejack, I freaking love this chick!”

“If yer sure, then stay with us!” Applejack said, “The thing controllin this is bad news, an' it will kill if it gets the chance!”

“Got it!” Aria said. She whacked the krab again and then ran off with Dash and Applejack, letting the krab chase them.

Elsewhere, Pinkie Pie, and Sunset were running through the courtyard searching for Twilight. They already knew about the tower, as they shared the same English Class and both heard the super scan go off on Sunset's computer.

“Where is she?!” Pinkie Pie asked frantically.

“I just called Fluttershy,” Sunset said hanging up her phone, “She's on her way to the factory now!”

“So we just need to find Twilight!” Pinkie Pie said. She saw Sonata standing in front of Sweetie Belle, Scootaloo, and Apple Bloom defending them from a krab, “Sunset, look!”

“Huh?” Sunset looked and saw Sonata, “Shoot!”

“We have to help them!” Pinkie Pie said.

“On it!” Sunset said running over to them.

“It's alright, loves,” Sonata said softly to the terrified children behind her, “I won't let anything happen to any of you.”

“Miss Dusk…!” Sweetie Belle sobbed. As the krab charged up its laser, Sonata closed her eyes, bracing herself for whatever-

“Hey XANA!” Sunset shouted, “Remember me?!” she charged at the krab tackling it and making it miss its attack.

“God bless you!” Sonata said running into Sunset's arms, “You came just in time!”

“Were you with these three the whole time?” Sunset asked.

“I was,” Sonata said, “I saw them running away from the giant red thing, and my body just reacted. Ooh, I wish Aria was here! She'd know what to do!”

Pinkie Pie looked at Sonata and smiled softly, seeing a bit of herself within her. She walked over to Sunset and placed her hand on her shoulder.

“Sunset, I'll help her find Aria,” Pinkie Pie said, “You go to the factory.”

“Are you sure?” Sunset asked as the krab stood up.

“I'll be fine,” Pinkie Pie said, “You'll get there a lot faster on your motorcycle.”

“Alright then, but be careful!” Sunset said, “Rainbow Dash will have my head if anything happens to you!”

As Sunset ran off, Pinkie Pie took Sonata's hand, “Come on! This way!”

Sonata nodded and ran with Pinkie Pie, the kids following them closely.

“Where's your friend going?” Sonata asked.

“Someplace to get rid of these things!” Pinkie Pie said, “Don't worry about anything. We're super heroes!”

“Super heroes…?” Sonata asked slowly, before smiling. Good, Pinkie Pie thought. Now she knew she was safe. That was all that mattered.

Twilight and Rarity ran to the secret passage, unaware that a krab was watching the path behind a tree. As they approached the manhole, Adagio ran to the scene and noticed the krab charging up.

“LOOK OUT!!!” Adagio screamed. Rarity and Twilight turned just in time to see the krab charging up its attack. Adagio ran over to them and shoved them out of the way just in time.

“Spasibo,” Rarity said to Adagio.

“Pozhaluysta,” Adagio said, surprising Rarity a bit, “I studied Russian before coming to Canterlot High. Now, what the hell is going on here?”

“XANA brought his monsters here!” Twilight said, “They're probably hunting my friends!”

“XANA…?” Adagio asked.

“It's not safe here!” Rarity said, “You come with us, dah?”

“What about my sisters?!” Adagio asked, “They're still in the school, and I think I saw more of these things running around!”

“We can save them, but not here!” Twilight said, trembling as the krab stood up, “There's a special place we need to go to! Rarity is right, it isn't safe here, so you're coming with us!”

Before Adagio could protest, Rarity grabbed her arm and pulled her down into the manhole with herself and Twilight. Outside, the krab was met with one of his allies. The two of them exchanged data and began walking away from the school in the direction of the factory.

Rarity and Twilight got on their scooters as Adagio borrowed Pinkie Pie's bike, and the three of them rode to the factory as fast as they could. Once they reached the entrance leading to the bridge, the three of them climbed up. Twilight helped Adagio up and noticed Sunset riding to the bridge. She got off her motorcycle and ran over to them, wide eyed to see their companion.

“Hey, um… why is Adagio with us?” Sunset asked.

“She saved our lives,” Twilight said, “Did you call Fluttershy?”

“I did,” Sunset said, “She should be inside now.”

“Did you see my sisters?” Adagio asked worriedly, “Sonata and Aria, were they okay?”

“I saw Sonata,” Sunset said, “She's with Pinkie Pie, so she'll be fine, and I'm pretty sure Aria will be safe. But we need to get moving if we're going to save them.”

“Then lead the way,” Adagio said immediately. The four of them ran over to the ropes and swung down to the elevator. Once inside, Twilight pushed the down button, and the four of them went down to the computer room, where Fluttershy was sitting down waiting for them.

“Oh good! I was wondering when you would show up,” Fluttershy said.

“How bad is it?” Twilight asked running to the computer and switching places with Fluttershy.

“There are five krabs,” Fluttershy explained, “The tower is deep in the mountain sector.”

“What the…?” Adagio asked looking around, “What is all of this?”

“This is how we can save the school,” Twilight said, “I'll send Fluttershy, Rarity, and Sunset into Lyoko. Adagio, you stay out here with me, okay?” Adagio nodded as Fluttershy, Sunset, and Rarity ran back to the elevator and took it down to the scanner room. Once they were ready, Sunset sent Twilight a text.

“Transfer Rarity!” Twilight said as Rarity entered her scanner.

“Transfer Fluttershy!” Twilight said, closing the scanner as Fluttershy entered it.

“Transfer Sunset!” Twilight said as Sunset walked into her scanner, closing it behind her.

On the computer, Rarity's valkyrie avatar rendered, “Scanner Rarity!”

Next up, Fluttershy's angel avater started rendering, “Scanner Fluttershy!”

Finally came Sunset's demon looking avatar, “Scanner Sunset! Virtualization!”

Twilight pressed the enter key, and the three of them vanished from the real world into Lyoko.

In the mountain sector, Sunset, Rarity, and Fluttershy rendered and dropped onto the ground, immediately forced to take cover as a barrage of lasers shot at them from three tarantulas.

“Shoot!” Sunset said, “Twilight, is that the only pathway?”

“Checking...” Twilight said distantly, “Sorry, but it is.”

“Can you send Spike?” Rarity asked, “We might be able to clear path.”

“Spike, can you help?” Twilight asked the cybernetic canine, who barked in confirmation, “Thanks. You're going to be my eyes and ears within Lyoko now.”

“Did you make this?” Adagio asked as Twilight adjusted Spike's programming.

“Afraid not,” Twilight said, “Spike here used to be my VR Pet, but Sunset and Fluttershy had to make an adjustment to him, allowing him to work within Lyoko.”

“You can help them with this?” Adagio asked.

“I can try,” Twilight said, “Launching Spike program! Transfer!”

Spike rendered a bit behind the girls and gave a loud, angry howl before running to Rarity's side. He immediately knelt next to her, allowing Rarity to jump on his back.

Spike and Rarity charged toward the tarantulas, Spike jumping around out of the way of all of their shots. Sadly, even he was getting overwhelmed.

Fluttershy flew into the air and summoned her bow, “Light Arrow!” she shouted, firing at the tarantula in the middle killing it. That gave Rarity and Spike the opening they needed to charge at the other two, Spike launching a fireball at the one on the left, and Rarity jumping off and impaling the one on the right in the head.

Rarity jumped off and walked over to Spike and petted him, “Molodets, Spike,” she said lovingly, Spike licking her face in response.

“Guys, mantas heading your way!” Twilight said from the real world. Sunset looked behind them too late and got hit in the chest flying back.

Sunset: 60 HP

“Sunset!” Fluttershy cried out. She saw four mantas flying over to them, charging up their lasers and firing at them. She pointed her Light Arrow at the group of flying monsters, but one manta turned to her and shot her out of the sky.

Fluttershy: 30 HP

“Fluttershy, no!” Twilight cried as Fluttershy fell out of the sky. She sadly missed the ledge and would have fallen into the Digital Sea, but Rarity ran over to her and grabbed her hand.

“Got you!” Rarity shouted.

“Rarity… thank you,” Fluttershy breathed out, clearly still in a lot of pain. Rarity pulled her up but saw a megatank rolling over to them.

“Move move MOVE!!!” Sunset shouted running past them. The four of them ran down the bridge being chased by the megatank and the mantas, thankful that the shots were missing them.

On the computer, Twilight saw three bloks moving into position and getting in their way.

“Girls, more monsters are ahead of you!” Twilight said.

“Can you find the tower?!” Sunset asked frantically.

“It's in a small cave a bit behind the bloks, but there's no way for you to get there safely! If Fluttershy gets hit one more time she'll be devirtualized!” Twilight said.

“What does that mean?” Adagio asked, “Are they going to die?”

“Apart from falling into the Digital Sea, there's no way to die in Lyoko normally,” Twilight said, “Losing all your hit points just boots you back here.”

“Okay, then just send her back in if that happens,” Adagio said hopefully.

“Not possible,” Twilight said shaking her head, “Once someone gets devirtualized, the can't reenter Lyoko for another twelve hours, and Fluttershy is the only one who can deactivate the tower,” before she could say anything else, there was a loud tremor outside. Twilight looked on a security camera and saw two krabs trying to get inside the elevator, “Oh no! No no no no no no!”

“Twilight, talk to us!” Sunset said, “What's going on out there?!”

“Two krabs followed us to the factory!” Twilight said, “They're trying to get into the computer room!”

“I see the tower!” Fluttershy said, “I'll try to fly over the bloks!”

She jumped into the air to fly over the monsters, but the mantas fired at her forcing her back onto the ground. When she landed, Rarity got behind her and blocked the megatanks blast with her sword.

“Twilight, we need help!” Rarity said through gritted teeth, “Can others get here?!”

“They can't!” Twilight fussed, “I had to lock down the elevator, and the krabs are still outside!”

“Well this is a fine day at the office, isn't it?” Sunset asked sarcastically, using her whip to defend against the bloks' shots, “I hate to say it, Twilight, but we might need you to come in and help us!”

“Come… into Lyoko…” Twilight said to herself, thinking about what that meant. The second she let the thought cross her mind though, she saw a flash of the scyphozoa, “NO!!!” she screamed, holding her head in fear, “I can't! I can't go into Lyoko anymore, I'm sorry!”

“Twilight, we can't get Fluttershy to tower!” Rarity urged, “It'll be okay, XANA won't-”

“You don't know that!” Twilight cried, “He could be waiting for me to log into Lyoko, and then send the scyphozoa after me!” she closed her eyes and started crying, “I can't do it! I'm sorry!”

Adagio looked at Twilight intently, and then at the ladder going down to the scanner room. She then patted Twilight on the back comfortingly and sauntered over to the ladder. Twilight slowly turned to her in shock.

“W-what are you doing…?” Twilight asked.

“This leads to the thing that sends people to that Lyoko place, right?” Adagio asked.

“Yes, but-”

“Send me in,” Adagio said turning to Twilight, “I'll get them to safety.”

“Adagio, if you go in there there's no going back,” Twilight said, “You'll be connected to the computer, and you'll remember everything, even when we use Return to the Past. You shouldn't get involved with-”

“I'm already involved,” Adagio stated seriously, “This… XANA is attacking my sisters, and right now I don't even know if they're alive. I'm not going to ask why you're so afraid of going in, because it's not my business, but I will at least volunteer myself.”

Twilight looked down considering what Adagio said. She honestly felt horrible and ashamed of not being able to help her friends herself, but Adagio was actually willing to do this. Honestly, the more she was with Adagio, the less suspicious she seemed.

“A-alright…” Twilight said turning to the computer, “I'll send you into Lyoko. Just go into one of the scanners, anyone will do.”

Adagio nodded and took the ladder down to the scanner room. Twilight waited to give Adagio a second to get into the scanner before she got to work.

“Transfer Adagio!” Twilight said, Adagio slowly walking into the scanner right before it closed.

“Scanner Adagio!” Twilight said, rendering Adagio's avatar, which looked somewhat like a geisha with a huge fan, “Virtualization!”

Twilight pressed enter, and Adagio vanished from the scanner into the real world.

In the Mountain Sector, Adagio rendered and dropped a bit behind the bloks, sadly losing her balance and falling on her butt. After rubbing her backside she stood up and looked at herself.

She was now wearing a short purple kimono hung off her shoulders revealing almost an indecent amount of cleavage with big sleeves and was about as long as a mini skirt, purple leggings, and golden high heeled sandles. Her make-up was a little different, now wearing black eye liner that pointed out at the sides of her eyes and red lipstick, and on her back was a huge fan that was closed.

“Interesting,” Adagio said, “So this is how it feels,” she turned to the bloks and ran over to them, pulling out her fan. She opened it and swung it, creating an unrealistically strong gust of wind that knocked the bloks off the side.

“Hey! Come on!” Adagio shouted, “I cleared the way!”

Sunset, Rarity, Fluttershy, and Spike started running over to Adagio, but a manta shot at Fluttershy. Sunset jumped in the way of the shot taking the hit instead, and fell to the ground.

Sunset: 10 HP

Adagio reacted immediately, running to Sunset's side and doing something sort of odd. She screamed at the mantas. Said scream though created a shock wave that actually destroyed two of the mantas.

“Holy…” Sunset said, wide eyed, “How in the world…?”

“Come on,” Adagio said holding out her hand, “We're not done yet, right?”

“Right,” Sunset said taking her hand. Adagio pulled her up and the two of them ran over to the tower. Right before the group could reach the tower though, another megatank rolled in their way.

“So close!” Rarity fussed, Spike growling at the monster next to her.

“More monsters are coming your way!” Twilight said, “I think they're hornets!”

“If they're flying enemies, leave them to me,” Adagio said, “Sunset, you should fall back. I'm pretty sure one more hit is going to take you out.”

Sunset laughed, “You wish, sister. I don't run from XANA, ever,” she stood next to Adagio looking up at the mantas, “Try not to get killed yourself, rookie.”

The two girls smirked at each other and ran over to the mantas and incoming hornets. Adagio used her fan to create a tornado that trapped the hornets. Once done there, she used her scream attack at the tornado, destroying the monsters inside.

Sunset on the other hand flew around the mantas as they fired rapidly at her. She landed on the back of one and thrust her laser sword into the XANA symbol on its back, flying off before it exploded.

“I'll have Spike deal with one of the megatanks!” Twilight said, “Rarity, you take out the one right in front of the tower so Fluttershy can at least get inside.”

“Dah!” Rarity said pulling out her broad sword.

Rarity VS Megatank

The megatank opened up and charged up, but Rarity ran to the side just before it fired. At the same time, Fluttershy ran toward the tower, but the megatank turned to her and charged up.

“Nyet!” Rarity screamed. She created a white magic circle underneath her, and used it to propel herself high in the air over the megatank. She flipped and landed between it and Fluttershy, and used her sword to hold the attack still.

“Rarity!” Fluttershy cried.

“Go! Hurry!” Rarity demanded. Fluttershy nodded and ran to the tower, phasing inside of it.

Fluttershy ran to the center of the tower and allowed herself to be lifted to the upper platform.

Twilight screamed as she heard a loud crashing sound near the elevator. She heard what sounded like a laser being shot, and then noticed that the door was actually turning red.

“F-Fluttershy, hurry!” Twilight begged.

Landing elegantly on the upper platform, Fluttershy ran over to the control panel and furiously typed on it to break it's security.

Back at the school, the three remaining krabs were being held back by Aria still using her wooden plank, Applejack with a crowbar, and Rainbow Dash using a steel bat. Behind them Pinkie Pie and Sonata were huddled together with Apple Bloom, Sweetie Belle, and Scootaloo.

“Applejack!” Apple Bloom cried.

“You can do it Dash!” Scootaloo cheered.

“Don't worry,” Sonata said holding Sweetie Belle lovingly, “I'm sure everything is going to be okay,” she looked up at Pinkie Pie, silently asking her if she was right.

“Yeah, I'm sure they're at the tower now,” Pinkie Pie said, “I sure hope they are.”

The krab Aria was fighting whacked her away, and then turned to Dash and fired at her feet, knocking her back.

“ARIA!!!” Sonata cried.

“DASHIE!!!” Pinkie Pie cried.

Once she broke through it's security, Fluttershy placed her hand on the touch screen before her.

FLUTTERSHY

CODE

LYOKO

The krab Dash was initially fighting loomed over her and was about to impale her, but suddenly all three of them stopped moving at the same time, flinched as if in pain, and turned to static vanishing.

“Whew, glad that's over,” Applejack said wiping her forehead.

“Ugh,” Aria groaned getting up, “Did we win?” Sonata ran over to Aria and jumped into her arms embracing her.

“You're alive!” Sonata cried happily, “I was so worried about you!”

Aria looked to the side slightly annoyed, but then smiled and returned the embrace, “I'll always look out for you, Sonata. You know that.”

In the lab, the two krabs entered the room and stood over Twilight getting ready to fire. She screamed and braced herself, but the two krabs vanished right as they were about to shoot. Relieved, Twilight sat back in her chair and hugged herself, silently crying.

“Thank you Fluttershy,” Twilight said, “Thank you so much.”

“Tower deactivated,” Fluttershy said looking down as the coding on the walls disappeared into the abyss. There was a white flash, and a bright light shined out of the abyss and engulfed everything.

Back in the real world, Twilight pressed the enter key, “Return to the past, now!”

The entire school was engulfed in a bright light, and everyone returned to where they were at the beginning of the day. Sadly, that meant that two new heroes of the school also forgot how much they helped.

“Well, here we are,” Shining Armor said stopping in front of the school, “Now, are you sure you're okay, Twilie?”

“Yeah, I'm fine,” Twilight lied, “I'm just…”

Shining Armor sighed and embraced his little sister, “You can tell me anything, Twilight. I love you, you know that, right?”

“I do,” Twilight said returning the embrace, “I love you too.”

Twilight stepped out of the car, where she saw all of her friends waiting for her.

“Boy, I wish I had a big brother like that,” Dash said with a sigh.

“He's worried about you, dah?” Rarity asked.

“He is,” Twilight said, “I wish I could tell him what's going on, but who knows how he'll react. He might insist that the computer be shut off and we leave it to the officials.”

“We can't let that happen,” Applejack said, “We're the only ones who can protect the school.”

“Exactly,” Sunset added, “Speaking of protecting the school though, has anyone seen those three new students? I wanted to make sure that they made it back okay.”

“Poor Adagio must be frantic right now,” Fluttershy said, “She probably thinks she's going crazy. I almost feel bad for suspecting her.”

“I see them,” Pinkie Pie said pointing in the direction of the dorms. Just like last time, they were with Miss Harshwhinny having a tour, but this time Adagio looked like she was looking around for something. When she saw Twilight and her friends together, she smiled and ran over to them, hugging Twilight.

“Um…” Twilight said, unsure of what to make of this.

“I'm so happy that you're okay,” Adagio said, “I remember everything, just like you said,” she released Twilight and smiled, “Let's talk later about it.”

She sauntered off back to her sisters, both of them looking at her confused. Aria said something harsh to Adagio, who just awkwardly laughed loudly trying to play it off and then walked off, her arms wrapped around both of her sisters.

“She seems really nice,” Fluttershy said, “I hope we can become good friends with her.”

Sunset was glaring at Twilight. When she looked at Susnet, she shrugged her shoulders, “What?”

“I wanted her to hug me,” Sunset pouted, making everyone laugh. Once again, moments like this truly made Twilight feel like she was finally where she belonged. She was here at Canterlot High with her friends.

She was home.

Later that night, Twilight was dragged out of the dorms by Applejack and Rainbow Dash, and brought to Carousel Boutique where Rarity was waiting for her. Once there, Dash told Rarity all of Twilight's proportions, shocking Twilight with how much she remembered.

She really did have a perfect memory. That was weeks ago!

As Rarity got to work on Twilight's dress, Twilight shuffled nervously. It was just the two of them in the workroom, and Rarity was extremely close to her sewing the dress to tighten up certain parts, and making sure her dress accommodated another important part. The dress itself was a really long dark blue gown with stars lining the skirt, and it came with a pair of dark blue high heels.

“Hey, Rarity?” Twilight asked.

“Dah?”

“About last week, when I um…” Twilight sighed, “That attack, I…”

“It's fine, Twilight,” Rarity said, a little too quickly for Twilight.

“No it isn't!” Twilight insisted, “I almost killed you!”

“Dah, but in case you forgot, I almost kill you and others few months ago,” Rarity said, still not looking up at Twilight. They didn't like talking about it much, but Rarity had betrayed them before, siding with XANA for an entire week. Sure, she was corrupted by XANA, but as she was still in perfect control of herself, there wasn't much they could do to deny it. Rarity had been their enemy.

“Well yeah, but you had an excuse,” Twilight said looking away ashamed, “I wasn't under XANA's influence.”

“Nyet, I didn't have excuse,” Rarity said, getting up and going to her work table to get a few materials, “I wasn't controlled by XANA directly, nor did XANA hold anyone dear hostage. I did everything I did to you and others of my own free will. I hate myself for long time afterward. It wasn't until Applejack and I sat and talked that I was able to get over it.

“I'm not mad at you for trying to kill me,” Rarity continued walking back to Twilight and resuming her work, “If anything, I'm upset that you avoid me since then. We're friends, Twilight. Always will be.”

When Rarity looked up at Twilight and smiled, it was too much for her. Twilight broke down right where she was standing, and Rarity embraced her tightly. They didn't say anything after that. They just held one another for a bit until Rarity went back to work.

Once the dress was finished, they left the shop to see both Dash and Applejack standing in front of a limo.

“Um… what's this?” Twilight asked.

“Clearly a limo,” Dash said sarcastically, “I thought you were the smart one.”

“That's not-” Twilight cut herself off, “I know what it is. I was wondering why it was here.”

“There's someplace ya need ta be right now,” Applejack said, “If yer wonderin, Sunset's coverin the expenses of the limo.”

Twilight was afraid to ask how she afforded that, but something told her she didn't want to know. Knowing Sunset, it probably wasn't legal.

The limo drove back to the school, which really confused Twilight. She didn't get an answer though, as Sunset met her right outside of the school gate and escorted her to the gym.

“So, when are you guys going to tell me what's going on?” Twilight asked, “I could be in my room working on the program needed to destroy XANA.”

“Yeah, you could,” Sunset said, “But this is just as important. Besides, we booked the entire gym for this, and that wasn't easy, even though we're technically friends with one eighth of the school staff.”

Right outside of the gym, Twilight heard a familiar song playing. Was that her favorite song?

“What in the world…?” Twilight asked. She slowly opened the door, and her eyes went wide.

The gym was mostly empty, except for a single sound system off to the side, and standing in the middle, wearing the dress she chose for the Spring Fling…

Was Fluttershy.

Sunset chuckled looking down, “We thought since you missed the Spring Fling we'd, well, return to the past a bit in our own way if you would.”

Twilight turned to Sunset trembling, “Sunset… you didn't have to…”

“Yeah, I did,” Sunset said turning to Twilight, “I love you, Twilight. As much as I enjoy flirting with Adagio, my feelings for you haven't changed at all. But, I also know how much she loves you. That girl risked everything for you, and I'm not about to step on her toes. So…” Sunset stepped away from Twilight and held her hands up, “I'm stepping back. I mean it Twilight, I won't pursue you anymore.”

“Oh Sunset…” Twilight really didn't know what to say. She was happy that Sunset finally understood her feelings for Fluttershy, but there was a part of her that was a little sad.

Sunset walked over to Twilight and kissed her tenderly on the lips, “I told Fluttershy that I'd kiss you one last time before I completely moved on. Now, go and be with your angel.”

“Sunset, wait,” Twilight said stopping her, “Even if we're not going to be an item, let's still be friends, okay? You're one of us now, forever.”

Sunset turned to Twilight and smiled, “Of course. We'll always be friends, Twilight.”

With that, Sunset left the gym. Twilight turned to Fluttershy and walked inside, stopping right in front of Fluttershy.

“You look like your old avatar,” Twilight said lovingly.

“I know,” Fluttershy said, “I had picked this dress because of that. This was how I looked when we first met.”

Fluttershy and Twilight held one another close and danced slowly together as the song continued. Twilight thought she saw Pinkie Pie near the sound system with that one girl with the headphones (Vinyl Scratch… or something. Twilight couldn't remember.) but didn't pay her much attention.

“Twilight, there's something I've been wanting to say for the longest,” Fluttershy said after a while.

“Yeah?”

“I'm sorry for how I acted before your capture. After a while, memories of my parents came flooding back to me, and I couldn't let go of those emotions. I was always really depressed ten years ago, and when my memories came back…”

“Eventually the depression came back too,” Twilight finished for Fluttershy, “Honestly, I'm glad.”

“W-why?” Fluttershy asked, looking at Twilight confused.

“This means that you are the same Fluttershy I fell in love with,” Twilight said, “Kind, loving, shy around new people, sensitive, and overall the most beautiful person in my world, inside…” she cupped her face, “and out.”

“Twilight…” Fluttershy teared up as the next song started, “I love you.”

“I love you too, Fluttershy,” Twilight said. Right there, Twilight remembered everything that made her fall in love with Fluttershy. In fact, she was falling in love with her all over again. This was who she was meant to be with.

As the song continued, the two teens kissed, and then resumed their dance. Nothing, not even XANA, could take this moment away from them.

Ending Theme: Can't Fight the Moonlight (should already be playing)

30: Past Records

Theme Song: A World Without Danger

30: Past Records

Opening past logs_

May 15, 2015: subject RARITY DOSTOEVSKAIA is captured and sent far away from other LW while bomb is set_

PROS:

Subject is strongest fighter. LW is crippled in LYOKO_

Subject is moved to farther location making rescue difficult_

Subject is guarded by four operatives_

Interface tower is guarded by high level monsters: approx 58 of same anti air type_

CONS:

Subject TWILIGHT SPARKLE leads attack. Security program FLUTTERSHY SANDORA is able to appeal to TWILIGHT SPARKLE and deactivate interface tower_

Subject APPLEJACK AMBROSIA is able to contact LYOKO ARCHITECT #2: SELENE and track down RARITY DOSTOEVSKAIA. APPLEJACK AMBROSIA and LYOKO ARCHITECT #2: SELENE are most resourceful LW, able to improvise and fight holographic operatives on semi even level_

SUGGESTION:

APPLEJACK AMBROSIA is current generation LW leader. Capture her instead of RARITY DOSTOEVSKAIA_

Before attempting capture, insure the following LW are unable to enter factory:

TWILIGHT SPARKLE_
SUNSET SHIMMER_
FLUTTERSHY SANDORA_
RAINBOW DASH RIVERA_

Also disable all under file: LYOKO ARCHITECT_

Side note: entry LYOKO ARCHITECT #4: PROTEUS is replaced with subject MI AMORE CADENZA_

CONFIRMED_

Alterations made_

Time of assault set for 1200 hours PDT_

Preparing assault_

Fluttershy was so nervous about going back to school. She stayed in her dorm all weekend after the talent show, out of fear of what the other students would be talking about. It would have been lonely, but now that Rarity was her roommate she had someone to keep her company. Also, Twilight was there a lot, claiming that there was nothing to worry about.

She still didn't know what that meant.

Either way, it was time to go back to school, so Fluttershy braced herself for the worst. Her heart wouldn't stop racing. She just knew that once she got into the cafeteria she'd get a bunch of attention she didn't want.

“Fluttershy, everything will be fine,” Rarity said.

“Ooh, I'm so nervous,” Fluttershy said trembling a bit as they walked, “I haven't even checked the school's facebook page. They're all talking about it, I know it.”

“Some probably are, but it's not as bad as you think,” Rarity said taking Fluttershy's hand, “You're fine, darling.”

Fluttershy and Rarity entered the cafeteria, listening closely to what the students were talking about. Sure, most of them were going on and on about the talent show results, but it seemed like a good deal of the students were talking about something else.

When they got to their table, everyone except for Twilight and Applejack were there. Now they were joined by Adagio's sisters Sonata and Aria, who naturally flanked Adagio at either side almost as if protecting her.

“Glad you could join us,” Adagio said as Fluttershy and Rarity sat down, “For a second, we thought you'd hold up in your room.”

“She almost did,” Rarity said with a sigh, “I had to drag her out of room.”

“Aw, but then you'd miss your adoring fans!” Sonata chirped. When Fluttershy moaned and slammed her head on the table, Sonata turned head in confusion, “What did I say?”

“Being number one isn't so bad,” Dash said, “I've been number one all my life. Hell, still am,” she demonstrated by looking at the table her soccer team sat at. She winked at them giving them a bit of a sultry look, and they all blushed and looked away smiling like love sick puppies, “Ha! Even in second place I won.”

“Doesn't that mean you have a bet to keep?” Sunset asked handing her a stick of lipstick. Dash sighed and took it reluctantly.

“Rarity can I borrow a mirror?” Dash asked deadpanned. Rarity giggled and handed Dash a small compact mirror, which she used to apply the dark red lipstick.

“Do you want some mascara too?” Aria asked tauntingly.

“Shut it, Blaze,” Dash said not looking up, “You're just mad because I can rock this shade so hard, and you can't.”

“Oh it is so on, bitch!” Aria said, “Give me that when you're done!”

“Psh, okay,” Dash said, “Give me that mascara too, and I'll show you how an expert wears make-up.”

“You need to be one first,” Aria said handing Dash the mascara while Dash gave her the lipstick. Everyone laughed at them, and then Fluttershy looked around the table.

“Where's Twilight?” Fluttershy asked.

“She and Applejack are with Principal Celestia and Lulu,” Pinkie Pie said, “They're talking about the last attack.”

“Was that last attack odd or something?” Sonata asked, wilting immediately, “Sorry if I ask dumb questions sometimes.”

“Sonata, you never ask dumb questions,” Aria said applying the lipstick, “It's good that you're trying to figure things out. We're on this team full time now, so we gotta catch up.”

Fluttershy and Rarity smiled at Aria. The love she had for Sonata was pretty apparent, and reminded them a bit of how Dash was with Pinkie Pie.

“Besides, that attack was odd, from what I heard,” Sunset said, “Cadance told me something really scary about what happened on the Talent Show.”

“What's that?” Rarity asked.

“That attack happened already?!” Applejack asked. She, Twilight, Luna, and Celestia were in the latter's office, but Celestia and Twilight were off to the side away from her and Luna.

“It was a little different, but yes,” Luna said sitting on Celestia's desk, “Actually, the first thing XANA ever did was trap Chrysalis in her car. Back then, he tried to drown her in the White Tail Lake though.”

“XANA doesn't do the same thing more than once though, right?” Applejack asked.

“He doesn't,” Twilight said, she and Celestia walking over to them, “That would require a level of programming that he isn't capable of.”

Applejack was still in a bit of disbelief looking at Twilight, who was now wearing her top a little differently. Normally out of embarrassment of her C-cup breasts, she would bind her breasts together as much as possible to make her seem more like a small B-cup. Right now though, she had her usual top open by three buttons, allowing the full size of her breasts to be shown.

It was her idea, but Applejack wasn't sure where it came from. She kept saying that it was to take the heat off of Fluttershy, but as her roommate, Applejack wondered if something else was going on beside that.

“Even with XANA getting stronger from expanding,” Celestia added, “He's still a program at the core, so he doesn't work based off the process. He has an objective, and that's all he cares about. This would mean he can now learn.”

“If that's true, then we're runnin outta time,” Applejack said, “Twilight, how's the anti-XANA program comin along?”

“I have a plan combining it with the source codes,” Twilight said sitting down next to Applejack, “Sunset, Fluttershy, Adagio, and I are going to work on it together during lunch.”

“Adagio? Are you sure that's wise?” Luna asked, “I know she hasn't done anything suspicious yet, but we can't let our guard down.”

“At this point, I'm pretty sure that Adagio and her sisters are okay,” Twilight said, “I scanned their biological make-up in the super computer, and they're human. Adagio actually is pretty good with computers herself, so she's volunteered to assist us with the program.”

“It does seem a little odd that one of XANA's operatives would help us kill XANA,” Applejack said, “Still, Ah plan on keepin my guard up. We're doin pretty good against XANA. One wrong move an' we lose our lead.”

Twilight rolled her eyes slightly and sighed, “You're right. Come on. Let's head to the cafeteria.”

As Twilight stood up and walked out of the office, Luna grabbed Applejack's arm and raised an eyebrow.

“Ah don't know either,” Applejack said, “She ain't talkin ta me about it.”

Luna nodded thoughtfully, “Keep an eye on her, AJ. You're the only one I'd trust with her like this.”

Applejack nodded and ran out of the office after Twilight, “Hey, are you alright, Twilight?”

“Yes Applejack, I'm fine,” Twilight said with a sigh.

“Twilight, Ah don't think ya are,” Applejack said grabbing Twilight's arm stopping her, “You've been actin strange all weekend, an' we haven't talked about what happened to ya in Tartarus yet. Look, if ya wanna talk-”

“I don't want to talk, Applejack!” Twilight snapped, “Right now, I just want to focus on deleting XANA! So can we just… not worry about me right now?”

Applejack could feel how much stress Twilight was in right now, but she just sighed and let Twilight's arm go.

“Ah won't press it right now, but ya need ta talk about it with someone, even if it ain't me,” Applejack said. Twilight didn't say anything as she pushed into the cafeteria. Applejack sighed, deciding to talk to Rarity about it later.

“Hm, I hadn't noticed it before,” Rarity said as she and Applejack walked down the hall, “But now that you brought this to my attention, Twilight has been out of character.”

“Ah'm startin ta worry about her,” Applejack said, “She won't talk about Tartarus. Ah think she's traumatized.”

“She needs to talk soon,” Rarity said, “Her mental state is in danger.”

“Speakin of talkin,” Applejack said wrapping her arms around Rarity, “Are you an' yer parents talkin yet?”

“Nyet,” Rarity sighed, “Mama has been calling phone, but I'm not ready to talk to her yet.”

“Rares…” Applejack said.

“Last time I talked to them, Papa yelled at me! I just got back from XANA attack! I almost died!”

“They didn't know,” Applejack said, “Remember, we had ta use Return ta the Past.”

“That doesn't make it better!” Rarity said turning to Applejack, “They didn't even ask me if I was okay! It wasn't like I was hiding!”

“Rares, ya gotta talk to them eventually,” Applejack said cupping her face, “Ya can't keep dodgin the issue. Y'all are still family.”

Rarity sighed. She hated it when Applejack was right, but when it came to family, she was an expert. Applejack actually was really close to her family. Her parents died shortly after Apple Bloom was born, but she retained a close bond with her relatives. Rarity was a little jealous of her for that.

“Ah'm headin out fer my free period,” Applejack said, “Ya wanna cut an' join me?”

“Could Rarity Dostoevskaia please come to the Principal's Office?” Celestia asked on the loudspeaker before Rarity could answer.

“That answer question?” Rarity asked with a groan.

“Alright, Ah'll see ya later, alright?” Applejack said. She and Rarity kissed and parted ways for a bit, Rarity making her way to the Principal's Office. When she arrived, she got the shock of a lifetime, as a familiar Russian woman with light purple hair was sitting in the desk in front of Celestia. She turned to Rarity with a soft smile.

“Rarity…” the woman said with a heavy Russian accent. Rarity narrowed her eyes looking at the woman.

“Mama…”

As Applejack left the school, Sonata was lying on her back on a bench watching her leave. According to their schedule, Applejack was the only one who had a free period at this time. She looked at her cellphone checking the time.

11:32

“Mmm, not yet,” she said closing her eyes relaxing. She wouldn't be back at the school till later anyway, so this gave them plenty of time.

Rarity couldn't believe that she was there. She didn't know who she was more irritated at. Celestia for forcing this meeting like this, or her mother for barging into the school on short notice.

“I'm sorry with how sudden this is,” Celestia said, “I didn't expect your mother to show up at the school like this.”

“I see…” Rarity said still narrowing her eyes at her mother.

“Rarity, we… talk now, dah?” Rarity's mother asked slowly. Neither of her parents spoke very good English, so her mother was clearly having trouble.

Rarity sighed and turned to Celestia, “English isn't first language. Would you mind if we…?”

“Continued in Russian? Not at all,” Celestia said, “I feel like this needs to be just the two of you anyway.”

Rarity nodded and turned to her mother folding her arms, /Why are you here, Mama?/

/Well, I wanted to see you,/ Rarity's mother said, /You haven't been answering your phone, so I worried./

/I haven't answered my phone because I don't want to talk to you or Papa,/ Rarity said sharply, /I'm sick of being yelled at just because I'm dating a girl./

/Rarity, your father is just confused. Back in Freshman year, you were normal-/

/I'm normal now!/ Rarity shouted angrily.

/R-Rarity, I'm sorry,/ her mother apologized quickly, /That was a bad choice of words. I didn't mean-/

/Oh you meant it alright!/ Rarity fussed, /You keep saying that you're on my side, but I can tell that you're just like Papa, wanting me to break up with Applejack because it's “unnatural”! You want to know what's unnatural?! Going all throughout the rest of freshman, sophomore, and the beginning of junior year afraid to get close to anyone because I didn't want my heart broken again!/

/Is that was this is about, Rarity? Blueblood breaking your heart?/ her mother asked, clearly trying to understand her daughter's mindset. Sadly, all this did was push Rarity even further off the edge.

/Blueblood didn't taint my view of boys! Gender has nothing to do with it! Applejack makes me happy, happier than I've been in years, and I'm not giving up that happiness just because you and Papa think it's wrong, nor am I coming home to a house that doesn't respect my choices! So go on, disown me if you want! In fact, I'll make it easier for you!/ Rarity walked over to her mother, pulled a key out of her pocket, and slammed it onto the arm of her mother's chair, /You probably don't want to give me the shop when I graduate now, so I'm giving the key back to you! If you don't want a gay daughter in your life, then I'm leaving it, but I'm not giving Applejack up! Not for Papa, or even for you!/ Rarity turned to Celestia, “I'm going back to class now.”

Before Celestia could answer, Rarity turned to the door, walked out, and slammed it shut behind her. She walked toward her next class, when the realization of what just happened hit her. Her dream was to one day make Carousel Boutique into a major business in Canterlot, and she just gave that up. What's worse, by now she probably pushed her mother away so much that she probably would be disowned.

She fell to her knees, and wept for her lost dream and family. It wasn't fair. Why couldn't she just be happy? Why did her parents want her to give up the one thing that made her truly happy?

Applejack…

She couldn't take going back to class right now, so instead she sent Applejack a text.

Rarity: I changed my mind. Can we meet?

Immediately she received a response, complete with a smile emogi.

Applejack: You're darn right we can meet! I'll wait for you outside the Everfree mansion! :pinkiehappy:

Feeling a little better, Rarity stood up and exited the school. Applejack always made her darkest days brighter.

Applejack checked the clock on her phone, which showed it had just hit noon. Rarity would probably be showing up pretty soon. They'd probably just go to their special spot and talk, or whatever Rarity wanted to do. Based on her text message, something happened.

Right when Applejack was about to call Rarity to see how close she was, someone grabbed her from behind and placed a cloth over her mouth and nose. She tried to struggle, but a strong sent hit her head, making her entire world go dark. The last thing she heard was her cellphone going off.

Rarity just arrived at the mansion, surprised to see that she was alone. She knew Applejack wasn't the type to stand her up or be late, so not seeing her there was a bit of a red flag.

As her heart started racing, her cellphone chimed. She hoped that it was Applejack, but instead it turned out to be Twilight, and the message was exactly as she feared.

Twilight: The super scan went off just now! Are you and Applejack together?

“Chert poberi! (Damn it!)” Rarity swore typing in a reply.

Rarity: No, but she and I were supposed to meet right about now. What should I do?

Twilight: For now, head to the factory. We'll try to meet you there.

Rarity hated leaving Applejack, but she knew that there wasn't much she could do without going to the factory first. She groaned in frustration and took the passage next to the Everfree Mansion to the factory, praying that Applejack would be alright.

When Applejack came to, she found that she was lying down someplace really dark. Looking around she saw that she was inside what looked like a wooden box. She felt a scarf tightly gagging her, but when she tried to move her hands to remove it, she saw that her wrists were bound together in front of her and a rope was wrapped around her waist and arms. Her ankles and wrists were also tied together.

XANA, she thought immediately.

Trying to stay calm, she moved as best as she could to grab her phone. It took a second, but she managed to pull it out of her skirt pocket and turned it on, gasping in shock when she saw the eye of XANA flash on it before a text message appeared.

I've been going about it wrong this entire time. I shouldn't have targeted Rarity all those times. The answer was staring me in the face the entire time. My target… should have been YOU.

Applejack was wide eyed, screaming “what” through her gag.

You see, with you being the one captured, Rarity's anxiety will cause her performance to fall, whether she comes here to rescue you or goes into Lyoko, assuming they CAN get into Lyoko.

Applejack asked XANA “What do you mean?” as best as she could. XANA seemed to understand her.

Well, it's kind of hard to come into Lyoko when the only ones with the key can't get to the door.

With that, the eye of XANA returned to her screen. Applejack tried to push buttons on her phone, but nothing was happening. XANA had effectively frozen it. She tried kicking at the top of the box, but stopped when she noticed how fragile the top felt. If she moved too much it could break and suffocate her.

Realizing all she could now was pray that her friends could deactivate the tower, she did just that. She closed her eyes, and prayed.

Please hurry girls.

Rarity, please be alright.

Twilight, Adagio, and Fluttershy started making their way to the factory, but noticed men in black surrounding the building.

“Those are the agents XANA had me use before.” Twilight said with a frown.

“You mean this is a copy of a previous attack?” Adagio asked, clearly confused.

“I don't think its an exact replica. I think XANA made a few adjustments and tried it again,” Fluttershy reasoned.

“So it's true then,” Twilight said trembling, “XANA's become stronger.”

Adagio embraced Twilight in a comforting hug, “It's going to be okay, Twilight Sparkle. We'll protect you.”

Someone stopped in front of them. The three of them looked up and saw two of the agents standing over them. They tried to run back but found one more standing behind them with a gun pointed at them.

Realizing they couldn't fight them, they allowed the specters to guide them. The specters lead them to a small office room, where Rainbow Dash and Sunset Shimmer were waiting for them.

The three of them were shoved into the room and the door was shut.

“Twilight! Are you okay?” Sunset asked running to her.

“I'm fine,” Twilight said, “But why are you guys here?”

“Those assholes brought us here,” Dash said, “I don't know what XANA's trying to do.”

“It's actually pretty obvious,” Adagio said, catching everyone's attention, “You, Twilight, Sunset, and Fluttershy; all people who are able to use the super computer.”

“Also, with me trapped here, we can't deactivate the tower,” Fluttershy added, “This is actually XANA's best plan yet.”

“It's safe to assume that the others are also trapped somewhere in the school too, along with the Architects,” Sunset said, “Damn it, now what do we do?!”

“We have to focus on getting out of here,” Twilight said, “At least Fluttershy. She's able to use the super computer, so if she can get out of here she can get into Lyoko and deactivate the tower.”

“We can't let her go in alone though,” Adagio said, “XANA will be expecting her to go in.”

“Aren't Rarity and Applejack out of the school building though?” Fluttershy asked, “They can support me inside Lyoko.”

Before anyone could speak, Twilight's cellphone rang, “Rarity? Where are you?”

“I'm in factory now; where are you?” Rarity asked.

“We're trapped in the school,” Twilight said, “XANA's using a revamped version of the attack I led, and has agents guarding the school. Anyone who's capable of using the super computer computer is with me, including Fluttershy.”

Rarity said something under her throat in Russian that sounded like a swear, “Applejack still isn't here either. Ooh… where is she…?”

Twilight could hear it in her voice, Rarity was starting to get worked up. Usually her anxiety disorder was manageable to the point where it was easy to forget, but she tended to get really stressed whenever Applejack wasn't with her.

“Rarity, I need you to stay calm, okay,” Twilight said, “We're going to try and get Fluttershy and hopefully at least two more people there to back you up, but I'm going to need you to manage the super computer for me.”

“M-me?!” Rarity cried, her heart racing now, “I can't use super computer! I wouldn't know where to begin!”

“Rarity, listen to me,” Twilight urged, “I'll walk you through everything if I have to, but I need you to be ready.”

Rarity was so worried right now. It would be better if Applejack were with her. Sure, she didn't know the first thing about computers beyond the basics, but she could at least keep Rarity calm. Not knowing where she was though made Rarity feel really tense.

“Alright, what should I do right now?” Rarity asked slowly.

“First try to contact Applejack using the phone app on the computer,” Twilight said, “It's stronger, so it should be able to bypass most interference.”

“Dah,” Rarity said sitting down at the computer. Thankfully she at least knew how to use that app. She pulled it up and tried to call Applejack, but was horrified when it didn't connect.

The number you have dialed is not in service. Please check the number, and dial again.

“Twilight, Applejack's phone isn't registering,” Rarity said, “What does that mean?”

Twilight's grave sigh made Rarity's heart sink, “Nothing good, I'll tell you that. Chances are, she's being targeted by XANA.”

That was exactly what Rarity was afraid of. Her heart, which was already racing, was now beginning to beat out of her chest, making it a little harder to breathe.

“X-X-X-XANA is… t-targeting… Applej-j-jack…?” Rarity asked, her accent much stronger now.

“Rarity… calm down…” Twilight urged, “I know you're afraid, but you can't panic.”

“H-How do I search for her?!” Rarity asked suddenly, “Please, Twilight! You are only one who can help me!”

Twilight sighed and turned to the others with her, “Rarity can't connect to Applejack. She's about to have a panic attack.”

“Do whatever you have to do to keep her calm,” Sunset said, “We'll take care of the next part.”

Twilight nodded and walked away, continuing to talk to Rarity as Sunset turned to Adagio, Fluttershy, and Rainbow Dash.

“Now, how are we going to get out of this?” Sunset asked.

“XANA didn't take any of our phones,” Dash said, “I bet he didn't take Pinkie Pie, Aria, or Sonata's phones either.”

“Alright, let's get in touch with them,” Sunset asked, “They can probably get us out of here.”

“I know Aria can,” Adagio said pulling out her phone, “I'll call her.”

“Yeah, I'm with them,” Aria said, “We're in the Rec Room with a couple of other students.”

“Perfect. You need to try and get out of there and help us escape. At the very least Fluttershy needs to get to the factory,” Adagio said.

“I could probably sneak through the school and get them out,” Sonata said, Pinkie Pie with her, “As long as one of you creates a diversion.”

“I'll do it,” Pinkie Pie said, “You two help the others.”

Aria nodded to Pinkie Pie, “You hear that, Adagio?”

“I heard,” Adagio said, “We're in the math teacher's office, room 306.”

“306, got it,” Aria said hanging up, “Alright Pinkie Pie, how about that diversion?”

“Leave it to me!” Pinkie Pie said saluting Aria. She then rushed the door to the rec room and knocked it open, running down the hallway, “You'll never take me alive!!!”

Through the door, they saw three agents running after her.

“Alright, perfect,” Aria said turning to Sonata, “We'll take two different paths.”

“That way it will be harder to track us,” Sonata added.

Aria and Sonata nodded, and ran out of the door running in two different directions.

Inside the box, Applejack heard what sounded like wood being strained. She looked and saw some of the dirt above her beginning to seep into the box.

Damn it! If they don't hurry, I'll be crushed!

Once again she struggled against the ropes, but it was hopeless. Was this how Rarity felt when XANA kidnapped her? How was Rarity doing right now? Was she stable? Without her there she was liable to have a panic attack.

Realizing that panicking herself wouldn't do any good, Applejack tried her best to calm herself down by thinking of her family, which naturally included Rarity. She imagined herself back in the arms of her family, being kissed by Rarity, and petting her as the lovely Russian cried in her lap.

Everythin will be alright, Rares.

Ah'll be home with ya soon.

Sonata put her phone on vibrate so she wouldn't attract attention. She had to admit, sneaking around like this was a lot of fun. She was in a hall that led to the third floor when she felt her phone vibrate. Stepping behind the corner, she knelt down and pulled out her phone.

“This is Snake,” Sonata said, making her voice deeper and gravelly, “What's your status, Otacon?”

“Sonata, seriously?” Aria asked, “Adagio and the others are in danger.”

“I am being serious!” Sonata fussed, now in her normal voice, “I can't help it that this is fun!”

Aria sighed, “Listen, I'm almost at the third floor. Once we're there, we both rush the specters. Try and get past them without being seen.”

Sonata looked to the side and saw something that made her smile, “Oh, I'll be fine, Aria. Snake out.”

“Sonata, I swear, you better not-” Sonata hung up the phone and giggled to herself. This plan was foolproof.

Next minute, two specters walked down the hall searching for any stragglers, walking past a large cardboard box. Said box then started moving down the hall when they went past it. Inside, Sonata could barely contain herself. That actually worked?!

Oh, she couldn't wait to tell Pinkie Pie about this. She was going to flip.

Aria stood in the hall, looking at the entrance to room 306. It was being guarded by two specters, both of them holding machine guns. This was super dangerous, so she decided to wait until Sonata arrived before she tired to make a move.

Speaking of, her phone vibrated showing Sonata's number. She pulled it up and saw a text from her sister.

Sonata: Approaching from the other hall. Look up ahead.

Aria looked down the hall and saw a cardboard box stop right at the corner. She couldn't believe Sonata actually did that.

“Goddamn it, Sonata…” Aria sighed before writing her response.

Aria: I'll rush them and knock them away. After that, you run to the door and get it open.

Aria hung up her phone and rushed down the hall. She slid on the floor knocking the two specters off their feet. When they stood up, she spin kicked one in the face knocking him down, and then flipped out of the way as the other fired his gun at where she was standing.

Sonata wasted no time, throwing off the box and running to the door and opening it.

“Kept you waiting, huh?” Sonata said super seriously before jumping up and down excitedly, “I've always wanted to do that!”

“Good job Sonata,” Adagio said, “Let's go!”

Adagio, Sonata, Sunset, Fluttershy, Rainbow Dash, and Twilight ran out of the room, but were stopped as three more specters stopped them down the hall.

“Shoot!” Twilight shouted, “Now what?!”

“This!” Dash cracked her knuckles, “Who else is good to stay behind besides Fluttershy?”

“I am,” Adagio said stepping forward, “Sunset, what about you?”

“I'll go with Twilight and Fluttershy for now,” Sunset said, “Be careful Adagio.”

“I will,” Adagio said smiling at Sunset, “Sonata, go with them to the factory.”

“Alright Adagio,” Sonata said reluctantly. She, Twilight, and Fluttershy ran down the hall as the rest of them engaged the specters. Aria met eyes with both Sonata and Adagio, all three of them nodding to each other at the same time.

“Ooooh, Applejack…!” Rarity said, trying her hardest to stave off the incoming panic attack as she searched around for Applejack's signal. No matter where she looked though, she couldn't find her anywhere. Either XANA destroyed her phone, or she was someplace without a signal.

Either way, she was beginning to lose her mind.

“Rarity, we're almost there,” Twilight said on the phone app, “Fluttershy, Sunset, Sonata, and I are heading to the factory now.”

“T-Twilight, I c-can't find Applejack…!” Rarity said. Oh God, her heart wouldn't stop beating. What if she were in serious danger? What if she were already dead?

“Rarity…” Twilight urged.

“I don't know what to do, Twilight…!” Rarity said, tears building up in her eyes, “Applejack always keeps me calm…! Without her… I can't…!”

“Listen, we're coming close to the exit of the school,” Twilight said, “Once we're there, we'll-” the phone suddenly went dead.

Right at the secret passage, three specter agents stood guard standing over Twilight, Sunset, Fluttershy, and Sonata. Twilight was on the ground injured, her phone shattered and her body sparking a bit as Sonata and Fluttershy knelt over her and Sunset stood in front defending them.

“Twilight!” Fluttershy cried holding her up.

“Fluttershy… you have to… get to the factory…!” Twilight urged.

“I'll get you past this,” Sonata said, “Just leave it to me, love. Sunset!”

"Right!" Sunset stated. She charged at the one in the middle and knocked him deeper into the forest.

Sonata stood up and charged at the two remaining specters. They fired at her with their electricity, but she jumped forward out of the way and pushed them down. Fluttershy immediately ran to the secret passage. It looked like she was going into Lyoko alone.

“T-twilight…?” Rarity asked, “Twilight! TWILIGHT!!!” she sat back in the chair and brought her knees to her chest, holding her head as she screamed at the top of her lungs. Normally she was in more control, but without knowing where Applejack was, any control she had of her emotions was lost.

Where are you Applejack?!

What do I do?!

Something within Applejack was crying out just now. She could tell immediately. It was Rarity. Wherever she was, she was terrified right now, and probably having a horrible panic attack. Despite her hopeless situation, the top of her prison straining even more as more dirt fell inside, she wanted to be by Rarity's side so badly just to comfort her. Instead, she closed her eyes and reached out to Rarity as much as she could.

Everythin's gonna be alright, Rarity.

They'll get us outta this. Please be strong.

Still in her chair, Rarity sobbed uncontrollably. Her cellphone rang, and she slowly answered it, not even bothering to look at the caller ID.

“H-hello…?” Rarity sobbed.

“Rarity?” her mother's voice asked from the other end. Rarity's breathing picked up instantly.

“Mama…?” Rarity asked.

/Honey, you're crying. What's wrong Rarity?/ her mother asked softly.

/Mama… I don't know where she is…!/ Rarity cried, /Applejack's in danger right now… and I can't… I can't…!/ Rarity broke down into heavy sobs.

/Shh… it's alright honey./ her mother said, /Remember the breathing exercise I taught you./

/Mama, Applejack is gone! She could be hurt, or even dead, or-/

/I know you're terrified right not, but if you want to help her, you have to try and calm down. Now, breathe in and hold./

Rarity reluctantly did as her mother told, taking in a deep breath and held it in.

/Now slowly release, and count to three,/ her mother continued. Rarity released the breath slowly.

“Ah-deen, dva, tree…” Rarity counted in Russian.

/Now, do you feel better sweetie?/ her mother asked.

/Y-yeah… a little,/ Rarity said, /Why did you call me? After what I said back in the school-/

/Mother's know when their children need them,/ Rarity's mother said.

/I thought… by now you'd disown me…/ Rarity said.

/Rarity, no matter what happens, you will ALWAYS be my child, and I will always love you,/ Rarity's mother said, surprising Rarity.

/Even though I'm in love with a girl?/ Rarity asked.

/I know true love when I see it. Rarity, you were willing to give up your dream for this girl, who I'm assuming you've been dating for a while now. I just want you to be happy, Rarity. If this Applejack makes you happy, then you should be with her./

Was she hearing her mother correctly? Her father was COMPLETELY opposed to her dating another girl, yet her mother just said she ACCEPTED her?

/What about Papa? He won't accept me,/ Rarity said sadly.

/Don't worry about him. He'll come around eventually. Also, I'm sure Applejack will be fine, wherever she is. If your love is this powerful, then that alone will keep her alive./

/Thanks Mama,/ Rarity said as the elevator came on behind her, /I have to go now, but I think I'll be fine./

/Alright. Call me later and tell me what happened./

/I will,/ Rarity said as the elevator opened, /Bye Mama./

/Take care, Rarity,/ her mother said. Rarity hung up and turned to the elevator. She was happy to see Fluttershy, but worried to see only Fluttershy.

“Rarity, are you okay?” Fluttershy asked hugging Rarity.

“I am now, thanks to Mama,” Rarity said returning the hug, “Where are others?”

“There were too many specters, and they're surrounding the entire school,” Fluttershy said walking over to the computer and taking Rarity's spot, “Now then, let's see if we can find Applejack.”

“I search everywhere,” Rarity said holding her arm and looking to the side, “I couldn't find her at all.”

“If her phone is out, we just need to search for signs to lead us to her,” Fluttershy said, “Something like a place where specters are gathered other than the school. Like… here!” Fluttershy pointed on the map of Canterlot, where Rarity saw three specters gathered together someplace in Canterlot Cemetary.

“Applejack is there?” Rarity asked.

“I'll use the satellite to zoom in,” Fluttershy said. After zooming in, they saw the specter agents standing around what looked like a newly dug grave without a headstone, “Oh dear.”

“You don't think…” Rarity said.

“More than likely,” Fluttershy said, “Rarity, if we don't act fast she could suffocate in there.”

“Where is tower?” Rarity asked, “Can we get there in time?”

“It's in the Ice Sector, 17 degrees latitude, and 36 degrees longitude,” Fluttershy said as she typed, “Right here.”

The activated tower looked like it was heavily guarded, monsters guarding all of the passages.

“Ooh, that's bad,” Rarity said.

“Applejack is running out of time,” Fluttershy said, “Rarity, if you want, head to the cemetery. Just in case I can't deactivate the tower in time.”

Rarity thought about it. Most of her wanted to rush over to the cemetery to rescue Applejack, but looking at the radar…

“Nyet,” Rarity said shaking her head. Fluttershy looked at her wide eyed.

“Rarity! Are you sure? Applejack could be-”

“Dah, Applejack could be running out of time. That's why I have to go with you into Lyoko. Applejack wouldn't want me to rush into danger and leave you. I'm only one who can protect you in Lyoko, so I'll go in too. You can set up Return to Past now, dah?”

Fluttershy nodded and got to work, “It's set up. I've also set up the stalled transfer. Once we enter the scanners, we can't leave until the mission is done.”

“Then we better hurry,” Rarity said. She and Fluttershy ran to the elevator, taking it down to the scanner room. Once there, they wasted no time running into the scanners, which immediately closed. As the scanners did their job, the computer automatically matched both girls to their Lyoko avatars, and in a white flash transferred them into Lyoko.

In the Ice Sector, Fluttershy and Rarity rendered and dropped a bit in front of the tower. Immediately, they were bombarded by laser fire from two tarantulas. Rarity jumped in front of Fluttershy and used her sword to block the attacks while Fluttershy got a light arrow ready. She fired one at the tarantula on the left, killing it and then taking cover behind Rarity again.

Rarity charged up her sword, and launched her shock wave at the one on the right, slicing through it, but took a shot in the back before she and Fluttershy could move.

Rarity: 70 HP

“Rarity!” Fluttershy cried helping her up. They looked behind them and saw three krabs walking after them. They ran down the path as the monsters fired at them.

As they ran, two hornets flew next to them and started firing at them too. One hornet shot at Fluttershy, knocking her off the side.

Fluttershy: 80 HP

“Fluttershy, no!” Rarity cried. Thankfully, Fluttershy remembered that her avatar had wings and caught herself right before she fell into the Digital Sea, flying back up next to the hornets and firing a light arrow through both hornets.

Rarity was being pushed back by the three krabs as they continuously fired at her. Fluttershy fired an arrow at the krab in the middle, which gave Rarity the opening she needed to launch a shock wave at the right krab. The last krab fired at Rarity, but she rolled to the side and fired another shock wave, killing it.

They resumed their trek to the tower, but both of them were knocked back by lasers.

Rarity: 40 HP

Fluttershy: 50 HP

Two bloks and a megatank approached the girls as they slowly rose to their feet. Behind them a krab and two more tarantulas approached them.

“This is hopeless!” Fluttershy cried.

“We have to get past them! Applejack needs me!” Rarity shouted.

Applejack heard the top of the box start to seriously give way, and more dirt was falling in. XANA must have planned this really well for it to take this long. She closed her eyes, once again praying that her friends would deactivate the tower in time.

Rarity and Fluttershy braced themselves as the monsters started charging up. Right before they could fire though, a loud and angry howl was heard, catching everyone's attention. Green fireballs hit the krab and tarantulas, instantly killing them. Fluttershy and Rarity looked behind them and saw Spike walking up to them.

“Spike!” Rarity cried, unsure what to make of this. She heard that Spike had attacked the others during the last XANA attack. Did he really catch a virus? Was he now their enemy?

Fluttershy quickly took out the two bloks and was now engaging the megatank as Rarity slowly approached the cybernetic wolf. She held out her hand, and was pleased to see him nuzzle it lovingly.

“Spikey, you're still on our side, aren't you?” Rarity asked, Spike simply licking her face as a response.

As for Fluttershy, she was having a bit of a time with the megatank. Every time she fired at it, the megatank would close before her arrows would hit it.

“Ooh! I can't beat these things!” Fluttershy cried, “What should I do?!”

The megatank opened up to fire, but something sliced through it, instantly destroying it. Fluttershy landed and saw something that had her confused. She saw the phantom putting up its scythe. It slowly walked over to Fluttershy and reached out to her. She flinched in fear, but stopped as the phantom lightly caressed her face. When she looked into the phantom's glowing green eyes, her heart felt funny. It was like she was looking at someone she…

No… it wasn't possible… could this phantom have been…

The phantom looked behind Fluttershy suddenly, grabbed her arm, and threw her behind it. She looked and saw two more megatanks approaching them. The phantom pointed to Spike, and then pointed to Rarity, and then Fluttershy.

Spike nodded and lifted Rarity onto his back without warning. Rarity screamed in shock as Spike took off, stopping next to Fluttershy, who was trembling looking at the phantom.

“Fluttershy, we need to move!” Rarity commanded.

“R-right…” Fluttershy said catching herself. Spike and Rarity ran to the tower and Fluttershy flew after them, briefly taking another look at the phantom as it engaged the megatanks.

They stopped in the clearing where the activated tower was, but noticed a tremor in the sector.

“What the?” Rarity asked.

“Rarity! Spike! Look!” Fluttershy said, pointing behind the tower. They looked and saw something terrifying. Forming behind the tower was the biggest monster either of them had ever seen. It's body was made of black rock encasing what looked like lave, its left arm was a blade, and its head had a large eye of XANA on its head.

“How strong has XANA become…?” Rarity asked, Spike growling at the monster. The giant monster, which was larger than the tower, stepped in front of the tower and raised its blade arm. It brought its blade down, forcing Fluttershy, Rarity, and Spike to go in two different directions.

Fluttershy tried to fly toward the tower, but the giant swung its blade forcing her to fly back away from it.

“I can't get close to the tower!” Fluttershy shouted.

Rarity growled looking up at the monster. Right now, the one she loved more than anyone was in danger. Whenever XANA targeted her, Applejack was always the one who came to her rescue. She turned into a knight on Lyoko, yet she was always the one who needed saving, and Applejack was always there to save her.

Applejack was there when XANA infected her with a virus that put her in a state of perpetual fear.

She ventured into Sector 5 and saved Rarity from the Scyphozoa in their first encounter with it, even after they had a horrible argument.

When she was corrupted by XANA, it was Applejack that brought her back to her senses, even though she had tried to kill her.

She protected Rarity from XANA after she temporarily left the team.

She damn near died trying to save her when Twilight lead an attack that almost killed her.

But most of importantly, even when Rarity was pushing her away, Applejack was always there for her. She loved her, and put her heart back together when it was shattered by Blueblood.

Applejack always saved Rarity…

Now it was Rarity's turn to save Applejack.

“Ubiraysya moy put'… (Get outta my way)” Rarity said through gritted teeth, slowly bringing her hand to the diamond emblem on her skirt's belt, “UBIRAYSYA MOY PUT'!!!!! LIMIT PERERYV!!!!”

She pressed the diamond on her belt, and her sword turned into a golden spear. She threw it right at the giant's face, actually making it flinch back. When it turned to Rarity, she pointed her newly spawned sword forward.

“Idti!” she commanded Spike, who howled and charged toward the monster, seemingly being influenced by his rider's fury. Spike shot fireballs at the monster as he ran, and then jumped high into the air, throwing Rarity even higher. She grabbed onto the giant's back and started climbing it. The giant swayed and shook, trying to throw Rarity off its body, but she held on tight and managed to get to its shoulder.

While Rarity and Spike violently fought the giant, Fluttershy flew down to the tower and immediately phased inside.

Fluttershy ran to the center of the tower, and allowed herself to be lifted to the higher platform.

The top of the box completely gave way, and dirt was now pouring into the box Applejack was imprisoned in. She screamed Rarity's name through the gag, praying that they were close to deactivating the tower now.

She probably had only a few seconds left.

Fluttershy elegantly landed on the platform and calmly walked over to the keyboard.

Rarity screamed in rage running on the shoulder of the giant. She slid down to its blade, latched onto one of the veins on the blade, and stabbed the eye of XANA with her sword. The giant roared loudly and threw Rarity onto the ground. Before she could do anything else, the giant stepped on her, instantly devirtualizing her.

Rarity: 0 HP

Fluttershy had been typing on the keyboard to hack into its security, and after a few tense seconds broke through, as the touch screen appeared in front of her.

The entire box was now almost completely filled with dirt. She could feel the weight of it beginning to crush her, making it impossible to breathe. Now panicking, she closed her eyes and braced herself. Either she was saved now, or she was dead.

Rarity!

RARITY!!!

Fluttershy placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy said in relief. She looked down as the coding on the walls fell into the abyss, and a bright light shot out engulfing everything as the computer initiated Return to the Past automatically.

Rarity ran through the hallway of the school, frantically searching for Applejack. If she had died, her entire body would have vanished. She needed to know that she succeeded. Maybe she should have gone to the cemetery to search for-

When she entered the cafeteria, she saw Applejack sitting at the table with everyone else. She looked up at Rarity with a relieved smile, and Rarity broke down completely running into Applejack's embrace.

“Ah knew you could do it, Rares,” Applejack said softly as Rarity continued to cry in her lover's embrace. Everyone at the table breathed out in relief while the rest of the students looked at them confused. None of that mattered to Rarity though.

Applejack, the love of her life, was still alive.

“Are you okay, Applejack?” Rarity asked Applejack as they walked through the hall together.

“Except for bein embarrassed, yeah,” Applejack admitted, “Talk about a role reversal, eh?”

Rarity giggled, “It felt nice to be able to save you for once.”

“Ah'm jus' glad yer okay,” Applejack said wrapping an arm around Rarity, “While Ah was trapped, somethin told me that you were havin a panic attack.”

“I did, but everything worked itself out,” Rarity said, “Someone… important to me calmed me.”

“Rarity Dostoevskaia, could you please come to the Principal's office?” Celestia asked on the loudspeaker. Rarity smiled and took Applejack's hand.

“Speaking off, would you… come with me this time?” Rarity asked, “I think… I want Mama to meet you.”

Applejack smiled and caressed Rarity's face lovingly, “Ah'd love ta meet yer Mom, Rares.”

Before they made their way to Celestia's office, Rarity and Applejack wrapped their arms around each other and kissed.

“Ya tebya lyublyu Applejack,” Rarity said lovingly.

“Ah love you too, Rarity,” Applejack said, equally lovingly. They kissed one last time and then walked to the principal's office, holding hands the entire time. When they entered the office hand in hand, Rarity's mother looked at Rarity…

And smiled.

“The idea of XANA now using past records is terrifying,” Twilight said, she, Adagio, Sunset, and Fluttershy walking outside of the school together.

“Yeah, that's definitely a shock,” Sunset said, “Since when could XANA learn?”

“Maybe something happened to XANA while he was merged with Twilight,” Adagio suggested, “Like… an imprint or something.”

“He was merged with me for a while,” Twilight said, “Actually, something odd happened right before I was freed. Sunset, you remember, right?”

“Oh! Right!” Sunset said, noticing that Adagio raised an eyebrow in confusion, “Sorry. You see, Twilight was able to forcibly take control from XANA right before she was released.”

“Really?” Adagio asked thoughtfully, “I think we should look into this angle. That might have had a side effect on XANA.”

“So, this was my fault?” Twilight asked looking down sadly.

“No no no Twilight, this isn't your fault,” Sunset said.

“Exactly,” Adagio walking behind Twilight and putting her hands on her shoulders, “You were merely trying to regain control of your body. You couldn't have known that would have effected XANA too.”

“Hey Fluttershy, are you okay?” Sunset asked, “You've been really quiet all day.”

“Girls… I saw the phantom again,” Fluttershy said softly, twirling her finger in her hair.

“You did?” Twilight asked.

“Are you okay?” Adagio asked.

“I'm fine, but...” Fluttershy looked at her friends, “I think the phantom… is my father.”

Ending Theme: Can't Fight the Moonlight

Author's Note

The additions to both Twilight's and Rainbow Dash's looks are permanent after introduced.

Please check out my Patreon if you liked this and wish to support my work!

31: Our War Game

Author's Note

Aaaaaaaaaaaaaaannnnnnnnnnd we're back! Sorry for the long delay, I had to step away from it in order to keep it fresh and figure out how to go about the rest of the story. I will not bore you here, just ask you to please consider supporting my patreon if you aren't already (special thanks to Blank Scroll for returning!) and to enjoy.

Also, I make a brief shout out to another show in this chapter. For those wanting a hint: It's related to Steven Universe.

31: Our War Game

Theme Song: A World Without Danger

31: Our War Game

Analyzing previous attacks_

Subject TWILIGHT SPARKLE has shown a steady decrease in mental stability_

Chances of irrational behavior: 78%_

Chances of endangering other LW: 65%_

Chances of endangering innocent lives: 58%_

Planning assault_

Assault made_

Time of assault unknown_

Begin observation of subjects TWILIGHT SPARKLE and security program FLUTTERSHY SANDORA_

Preparing assault_

After classes ended, the girls all gathered in the schoolyard to discuss yesterday's attack. More so, Fluttershy's revelation of what the phantom was.

“Yer father?” Applejack asked, leaning against a tree. Fluttershy, who was sitting on a bench next to Twilight and Sonata, nodded.

“We ran into it on Lyoko, and it didn't attack us. Actually, it… protected me,” Fluttershy said softly, “When I looked into its eyes… I felt something familiar.”

“It's a trap,” Dash said sitting under another tree with Pinkie Pie, “It has to be one.”

“XANA already did that though, right?” Pinkie Pie asked, “Impersonating Fluttershy's dad.”

“He did,” Sunset said, pacing back and forth in front of Fluttershy's bench, “But XANA is using past information to create his attacks now.”

“But we'd see an activated tower though,” Pinkie Pie said.

“That's assuming XANA still follows the same rules,” Adagio pointed out. She was sitting on another bench close by next to Aria and Rarity, “If this is a new monster, XANA wouldn't need to use a tower.”

“But it's not one of XANA's monsters!” Fluttershy shouted shooting up, “It's my father! I know it is!”

“Fluttershy, you're father is dead,” Twilight said sadly, “He fell into the Digital Sea, remember?”

“That doesn't mean he's dead,” Fluttershy defended.

“Doesn't it though?” Twilight asked, “He's been virtualized permanently. He's a part of the network now.”

“That still doesn't mean anything!” Fluttershy shouted, “He didn't hurt me! He protected me! Rarity, you were there! You remember, right?”

“I… remember seeing phantom,” Rarity said.

“So you believe me,” Fluttershy urged, “The phantom protected me, so it's has to be my father.”

“I'm… not sure,” Rarity admitted, “It's possible… but… phantom did attack us once.”

“Yeah, explain that,” Dash said, “If that is your father, then how come he attacked us on Lyoko the first time.”

“Maybe he…” Fluttershy looked down, “I mean… he might…”

Twilight sighed, stood up, and took Fluttershy's hand, “I understand you want to believe that your father is still alive, but the chances are just too low. I'm sorry Fluttershy, but there's just no way.”

Fluttershy looked at Twilight sadly, pulled away, and ran off. Twilight looked pained as Sunset walked over to her and put her hands on her shoulders.

“Was I too harsh?” Twilight asked.

“You're just being realistic,” Sunset said, “I hate to admit it, but I really don't see how Sombra could still be alive.”

“We don't know what happens to someone exactly when they fall into the Digital Sea though, right?” Sonata asked, “All we know is that they become a part of the network.”

“That sounds like death to me,” Dash said.

“But what if it isn't?” Sonata asked, “What if someone actually holds onto their mind and will after falling into the Digital Sea?”

“That would mean the person is still alive, at least partially,” Aria said, almost like she were finishing Sonata's fault.

“And given enough time, that person might be able to form themselves on Lyoko,” Adagio said, concluding what Aria and Sonata were saying.

“That thing took Spike though,” Applejack said, “We can't overlook that, or that it attacked us.”

“What do we do if we see it again?” Pinkie Pie asked.

“I vote for taking it out,” Dash said, “It doesn't read like a part of Lyoko, right? That means a virus. It could corrupt the super computer.”

“Mm, that's true,” Twilight said, thinking to herself.

“But what if that is Fluttershy's father?” Sonata asked.

“Then all the more reason to take care of him,” Applejack said, “We can't forget, he did betray the Architects.”

“Even if that's Sombra, he might be working for XANA,” Rarity added.

“Exactly. Ah don't wanna hurt Fluttershy, but if her dad is workin fer XANA, we have ta deal with him before he gets his hands on the super computer. He already got Spike.”

Sonata closed her eyes in frustration, and shot up walking off.

“Sonata, where are you going?” Sunset asked.

“I'm going to find Fluttershy,” Sonata said, “I'm worried about her.”

As she left, Aria and Adagio looked at each other and sighed. Twilight wanted to believe Fluttershy was right, and that her father was in fact still alive, but with XANA now being so much stronger and smarter, they couldn't afford to take any risks.

Even if that was her father, could they afford to let him stay on Lyoko?

Fluttershy ran to the Everfree Mansion, which was the one place she felt truly safe. Lying in her bed, she thought about her father, and how safe and loved he made her feel. It was the same feeling she got from the phantom when it caressed her cheek.

But could it be a XANA trick?

It was true that he had worked with XANA. Actually, everything that happened to her was his fault. She lost ten years of her life because of him. She was trapped on Lyoko because of him. Finally, though she was disconnected from the super computer, she was still registered as a security program on Lyoko, thus would always have a connection of some sort to it, even if they turned it off.

All because of her father.

She didn't know why she was crying, nor why she even wanted to see him. Did she want to be reunited with him? Did she want to say how much she hated him? Did she hate him?

KNOCK KNOCK

“C-come in,” Fluttershy said wiping her eyes. The door opened, and to her surprise Sonata walked in.

“Hello Fluttershy,” Sonata said with a worried expression.

“Sonata, h-how did you know I'd be here?” Fluttershy asked.

“This is your old house, isn't it?” Sonata asked walking into the room and looking around, “I figured you'd be here after what happened with your father.”

That didn't answer all of Fluttershy's questions. Yes, it made sense, but how did Sonata know that she'd come here? Did Twilight and the others tell them that this was her old home? They had to, now that she thought about it.

“You… really believe that the phantom is him, huh?” Sonata asked after a second, walking over to the bookshelf.

“I… don't know,” Fluttershy admitted, “Maybe I just want it to be him after all. I don't have anything of him except my memories of him. It's true that he fell into the Digital Sea, but… do you think he could have somehow kept himself together?”

“If his feelings were strong enough, then I believe so,” Sonata said, “And there's no feeling stronger than the love a parent has for their child.”

Sonata picked up the picture of Fluttershy with her parents and smiled warmly.

“Do you remember your parents at all?” Fluttershy asked.

“They were both brilliant,” Sonata said, “I hear that they were scientists who wanted to change the whole world. I wish I could meet them,” she walked over to Fluttershy and sat down next to her, “But there's a chance that you can meet your father.”

“You really think the phantom could be my father?” Fluttershy asked.

“I do,” Sonata said, “I also believe that if you feel like you need to see him again, you should.”

“But what if this is a trap set by XANA?” Fluttershy asked, “I could be handing myself over to him.”

“I'm not sure that this is a trap, love,” Sonata said, “Weren't you next to the phantom for a while yesterday?”

“I was,” Fluttershy nodded.

“So if XANA did want to use the phantom to kill you, why didn't he do it right then and there?”

That was true. XANA wasn't the type to waste an opportunity. The second they let their guard down, he struck. The only thing about that was how strong XANA had become. Somehow, he was able to learn now. What if that meant he was now able to plan more complex attacks?

“I need to make sure first,” Fluttershy said, “I can't just jump right into this.”

“Then let's find out everything that we can,” Sonata said taking Fluttershy's hands, “Together.”

The way Sonata smiled at Fluttershy seemed so genuine. She didn't seem like a bad person at all, and in fact she did seem like she wanted to honestly help. But if that was the case, why did Fluttershy still feel so uneasy around her?

The next day, Fluttershy and Sonata met with Celestia in her office. She was joined by Cadance and Discord, the latter sitting on the desk next to Celestia and the former sitting in a chair to the side.

“Hm… I see,” Celestia said thoughtfully, “Twilight told me about this phantom in an email last night.”

“Do you think it could be possible then?” Sonata asked, “That the phantom could be her father?”

“What was the phantom's weapon?” Cadance asked.

“It was a scythe,” Fluttershy said, “It was very big, almost like a grim reaper's scythe,” she paled a bit when all three of them sighed gravely, “It doesn't match… doesn't it?”

“Oh that's the thing,” Discord said rubbing the bridge of his nose, “Actually, it does.”

“Sombra's avatar was a paladin in large armor,” Celestia said, “It had a red cape, and minor powers over Lyoko. He could adjust the terrain by hacking into the environment, a lot like you can on Lyoko.”

“Oh dear…” Fluttershy said, her heart racing a bit, “That's what I saw on Lyoko… it was a paladin…”

“Fluttershy?” Cadance asked, “Are you…?”

“It's him…” Fluttershy said, trembling as tears built up, “Daddy… is alive…!”

“Hold on, we can't jump to conclusions yet,” Cadance said, “XANA would have Sombra's information saved. With that, he could easily recreate Sombra's avatar.”

“But it's not a virus made by XANA!” Fluttershy cried, “It's my father! I know it is!”

“Fluttershy, we're just trying to be-” Celestia began, but was cut off as Fluttershy shot up, “Fluttershy!”

Fluttershy ran to the door, swinging it open and rushing out. Sonata stood up, bowed to Celestia, and then ran after her. Celestia sat back in her chair and sighed.

“The poor thing,” Discord said, “She's beginning to spiral back into the dark place she was in before.”

“I heard that she was seeing a therapist,” Celestia said, “If this isn't Sombra, it could destroy her mind even more.”

“I really don't see how it could be him though,” Cadance said, “He fell into the Digital Sea. We all saw it.”

“I know,” Celestia said sighing as her phone rang, “Hello? No I haven't. Why?” Celestia closed her eyes seriously, “I see. I'll deal with it,” she hung up and burying her face in her hands, “If it's not one thing, it's another.”

“What's wrong, Tia?” Discord asked.

“That was Time Turner,” Celestia said, “Apparently Twilight didn't show up for any of her classes.”

“That's not like her,” Cadance said, “Unless there's a XANA attack.”

“No, she'd let us know,” Celestia said, “I'll have Luna investigate this,” she said picking up her phone, “Maybe some of her friends have seen her.”

“Sorry, but we haven't,” Pinkie Pie said gravely, Rainbow Dash standing next to her.

“Neither of you have seen her?” Luna asked.

“Nope,” Dash said, “Actually, she wasn't in homeroom either.”

Luna took a deep breath, “Okay, I think I might know where she is.”

“As do I,” they heard behind Luna. They all turned to see Adagio and Sunset walking up to them, “She had mentioned last night that she wanted to use the super computer to analyze the source codes for her anti-XANA program. If Twilight Sparkle is anywhere, she would be there.”

“I see,” Luna said, “Alright then. I shall go there and-”

“Don't trouble yourself,” Adagio said, “I'll go and talk to her. This is my lunch period anyway,” she turned to Sunset, “Is this okay?”

“Yeah, I'm fine with it,” Sunset said, “We can go have dinner tonight to make up for it. Want me to come with you?”

“As long as we take the motorcycle,” Adagio said, “Vice-Principal Luna, will you cover for us?”

“I saw nothing,” Luna said, “Take care of her.”

“We will,” Sunset said, “Come on.”

Adagio smiled. The two of them ran out of the school, leaving Dash, Pinkie Pie, and Luna there, the latter of the three folding her arms.

“That egghead,” Dash said, “She's going to push herself to exhaustion at this rate.”

“Odd,” Luna said, catching the girls' attention, “Adagio is always trying to get close to Twilight.”

“She said that she really wants to get to know her,” Pinkie Pie said, “Why's that odd?”

“It's kind of hard to explain,” Luna said, “Once I know more, I'll let you know.”

With that, she walked off. She was still very uneasy around Adagio and her sisters, and she always followed her hunches. More often than not, her hunches were right.

Adagio and Sunset stopped right at the factory bridge, and ran to the ropes swinging down to the elevator. They took it down to the computer room, where they immediately found their target. Twilight was in fact sitting at the computer, typing furiously. Around her were empty energy drink cans.

“My God…” Sunset said looking around. Adagio walked over to Twilight and placed a hand on her shoulder, making Twilight jump.

“It's just us,” Adagio said. Twilight breathed out in relief.

“Adagio, Sunset, sorry for being so jumpy,” Twilight said.

“It's fine,” Sunset said walking to Twilight, “How long have you been here?”

“Since last night,” Twilight said returning her focus to the computer, “I came here when-” she cut herself off with a yawn, “when Applejack went to sleep.”

“You came here alone at night?” Adagio asked, “That's very dangerous, Twilight.”

“I've been doing this every weekend,” Twilight said, “This is the first time I came here on a school day though.”

“Yeah, about that,” Sunset said folding her arms, “The teachers are getting worried. It's not like you to cut classes.”

“I had to come here and work on Starlight's anti-XANA program,” Twilight said distantly.

“That could have waited until after school though,” Sunset said, “We have time.”

“No we don't!” Twilight screamed, shocking both Sunset and Adagio, “XANA is getting stronger, and he could attack at any moment! I have to kill him as soon as possible, before he finishes his robot army, or whatever else he's planning! I'm not letting XANA win!” she looked at the computer screen with a dangerous glare, “I'm going to make XANA pay…”

“Twilight…” Sunset said, taken aback by what she said. It almost sounded like she wanted…

TOWER ACTIVATED

LOCATION: DESERT SECTOR

9 LAT, 32 LONG

“What timing,” Adagio said stepping forward.

“What's XANA planning to do this time?” Sunset asked.

“Let's find out,” Twilight said pulling up another tab, “Wait… is this…? Shit!”

“Whoa! Language!” Sunset said.

“Twilight Sparkle, what do you see?” Adagio asked.

“I think I'm seeing… military tanks,” Twilight said, “An army of them! They're heading to the school!”

“XANA?” Adagio asked.

“I'm picking up traces of XANA's data within the tanks,” Twilight explained.

“I'll warn the others!” Sunset said pulling out her cellphone, “Rarity, is Fluttershy with you? Find her and bring her to the factory! We've got a doozy of an attack! See you soon,” Sunset hung up and turned to Twilight and Adagio, “She's going to bring Fluttershy here.”

“Good,” Twilight said, “In the meantime, we have to try and defend the school.”

“How do you suppose we do that?” Adagio asked, “Fighting specters is one thing, but an army of tanks?”

“Simple,” Twilight said typing on the super computer, “With an army of our own.”

Elsewhere in the Mountain Sector, another tower activated, this one gaining a green aura.

“Alright, I've activated a tower. I want you two to log in and protect it,” Twilight said.

“Twilight, why do you need a tower?” Sunset asked nervously.

“Don't worry about it,” Twilight said, “Just protect my tower. I'll transport you two right in front of it. It's a bit away from the tower XANA used, but this should force him to spread out his monsters,” Sunset and Adagio looked at each other unsure, “Well? Get going.”

Both Sunset and Adagio sighed, but walked to the elevator taking it down to the scanner room. Once Sunset sent Twilight a text, she got to work.

“Transfer Sunset!” Twilight said, closing her scanner.

“Transfer Adagio!” Twilight said, closing Adagio's scanner as she walked in.

“Scanner Sunset!” Twilight continued, rendering Sunset's demon avatar.

“Scanner Adagio!” Twilight continued, rendering Adagio's geisha looking avatar, “Virtualization!”

Twilight pressed the enter key, sending both girls into Lyoko.

In the Mountain Sector, Sunset and Adagio rendered and dropped down in front of Twilight's tower. It was stationed high up on a ledge looking down at the rest of the sector.

“Whatever happens, do not get devirtualized,” Twilight commanded, “I'll tell the others to get here as soon as possible.”

“You got it,” Sunset said pulling out her laser whip, “Adagio, you ready?”

“Always,” Adagio said pulling out her fan. Almost on command, they were fired upon by a swarm of hornets.

“Tell them to hurry, Twilight,” Sunset said, “We can't defend this spot for long!”

“W-what's going on?!” Pinkie Pie asked Dash, both of them running away from a tank.

“Look at the electricity! It's XANA!” Dash said, “We have to find Fluttershy and get her to the factory!”

They heard a scream a bit away from them. They looked and saw Apple Bloom on the ground about to be fired on by another tank.

“APPLE BLOOM!” Pinkie Pie cried. Before she and Dash could reach her, Aria rolled in grabbing Apple Bloom just before the tank fired.

“You okay squirt?” Aria asked.

“Ah can't find Applejack, or my friends anywhere!” Apple Bloom sobbed.

“Aria!” Pinkie Pie called out, her and Dash running to Aria.

“Have you guys seen Sonata?! I can't find her anywhere!” Aria shouted frantically.

“We're searching for someone too!” Dash said, “We can't find Fluttershy anywhere in this-”

“Look out!” Pinkie Pie shouted, pushing Dash and Aria to the ground as another tank fired at them. The tank started rolling over to them, but another tank fired at it. They all looked to the side and saw three tanks riding to the school, but those had purple electricity.

“Hold on, is that…?” Dash asked. Above them they saw two military choppers flying over the tanks, firing rail guns at XANA's tanks.

“OMG, she's playing real life Advanced Wars!!!” Pinkie Pie cried happily, “I am sooooo jealous!!!”

“Pinkie Pie, focus!” Aria shouted, “Argh! Where are you Sonata?! Sonata!”

“Whoa! Aria?!” Dash cried in shock as Aria ran off. She was losing it.

“Dashie, we need to help Apple Bloom!” Pinkie Pie said.

“Right! Come on!” Dash said, putting Apple Bloom on her back and running off, still thinking about how upset Aria was. It was almost like the idea of Sonata being hurt scared her more than anything.

Aria ran through the school, doing her best to dodge all of the tanks attacks. She briefly looked around and saw the tanks and helicopters fighting, actually a lot of damage to their surroundings.

“Damn it!” Aria swore, “If this keeps up-”

“Aria!” Rarity called out running up to her, “Have you seen Fluttershy?”

“No, I haven't! What about Sonata?!” Aria asked.

“Nyet!” Rarity said, “I think they were together though!”

“Then try to keep up!” Aria said running off, Rarity close behind her. She looked out at the fight, seeing XANA's tank fire at one of Twilight's choppers, but the helicopter flew away, causing XANA to hit a building instead.

“Is Twilight in control of…?” Rarity asked.

“Don't know, don't care!” Aria said, her focus solely on what was in front of her, “Sonata! SONATA!!!”

“Aria!” they heard Sonata cry in the forest. They turned int hat direction and saw Sonata and Fluttershy near the secret passage. When Sonata saw Aria, her expression lit up, “ARIA!!!”

Aria's expression softened into one of pure relief and joy, “Sonata!”

The two of them ran toward each other and embraced, Aria picking Sonata up and spinning around, both of them laughing happily.

“Are you okay? Are you hurt?” Aria asked.

“We just got here,” Sonata explained, “What about you? Are you hurt?”

“Who cares about that?” Aria said smiling.

“Silly, I do!” Sonata said. She kissed Aria on the cheek and the two of them continued to laugh holding onto one another.

“Rarity, are those tanks XANA?” Fluttershy asked.

“Dah,” Rarity said, “But only half. Other half are fighting XANA.”

“We need to get to Lyoko!” Sonata said, “I think Adagio is there already!”

“She is,” Rarity said, “Sunset call me earlier, and I think Adagio was with her.”

“Alright, let's go!” Aria said running to the secret passage, “Sonata, come on!”

“Right!” Sonata said running to Aria. The four of them ran down the secret passage, making their way to the factory and the super computer. The trip was one of complete silence, and with how fast they were moving, it didn't take long for them to arrive.

Where they saw Twilight, her face close to the screen and showing a screen almost like a video game. He field looked like a grid of the school, and there were a bunch of purple tanks and helicopters fighting red ones.

“Twilight?” Fluttershy asked walking over to Twilight, “What are you…?”

“I've already prepared the transfer,” Twilight said, “The tower is in the Mountain Sector. Once there, go right to the tower.”

“Twilight, the way you're fighting, it's-”

“Necessary,” Twilight said, “I have to fight XANA. If I don't, he's going to hurt a lot of people.”

“But, this method is…”

“Not. Now. Fluttershy!” Twilight ordered, “Get to the scanners, and deactivate the tower.”

Sonata walked over to Fluttershy taking her hand, and led her to the elevator. Aria and Rarity looked at Twilight briefly before following their allies. Once in the scanners, they automatically closed and began working, completely independent of Twilight's inputs.

Back on the computer, Twilight saw Fluttershy, Rarity, Aria, and Sonata's avatars render, but she immediately closed that screen as to not be distracted.

Back in the scanners, the four girls vanished in a white flash, and were pulled into Lyoko. When they rendered and dropped down, they saw Adagio and Sunset back to back, defending one another. In front of Sunset were three hornets, and in front of Adagio were two bloks.

“Target locked on,” Aria said pulling out her larger buster blade, “Engaging! Fire!” the kanji for fire appeared in the gem of her blade, and she threw out fireballs at the hornets, knocking them out of the sky.

“Laser Arrow!” Sonata shouted pointing her arm forward.

“Light Arrow!” Fluttershy shouted, pointing her bow forward. Both of them fired at one blok killing it, and Rarity jumped on top of the last one stabbing her sword through it.

“You guys showed up just in time!” Sunset said, her and Adagio running up to them. Naturally, Adagio embraced Aria and Sonata immediately when they were together.

“How are things in the real world?” Adagio asked.

“Einstein's going Fire Emblem on the tanks,” Aria said, “If we don't want any casualties, we better end this now.”

“Agreed,” Sunset said, “Let's get go-” she was cut off by laser fire in their direction. They saw three krabs walking over to them, “Rarity, you're somewhat good against these, right?”

“Dah,” Rarity said stepping forward, “You three go with Fluttershy and get her to tower.”

“Understood,” Adagio said taking Fluttershy's hand, “Come, Princess.”

Fluttershy looked a little nervous as Adagio pulled her away, Aria and Sonata flanking them at either side. Three hornets flew up to them, stopping right in front of them. Adagio stopped and screamed at the hornets, using her Sound Wave to disrupt them and make them fall to the ground. Before they could proceed though, a green fireball shot at their feet, followed by a familiar mechanical howl.

“Spike!” Fluttershy cried out, looking up to see the cybernetic wolf walking forward on another section, “If you're here, then that means…”

She looked ahead, and sure enough she saw the phantom forming in front of them. Once it fully formed, it walked toward them, dragging its scythe on the ground.

“Fluttershy, stay behind us!” Aria said holding her katana out.

“We will protect you,” Adagio said pulling out her fan, “Just proceed to the tower!”

“But…” Fluttershy looked in horror as Adagio and Aria charged at the phantom. Once they reached it, the phantom raised its scythe and slashed both girls knocking them back.

Adagio: 40 HP

Aria: 60 HP

“Daddy, no!” Fluttershy shouted. She was about to run to their aid, but Spike jumped in her way growling at Fluttershy, “Spike, why are you doing this?! They're my friends!”

The phantom raised its scythe at Adagio and tried to slash, but Aria blocked with her katana and pushed the phantom back.

“Adagio, are you okay?” Aria said helping Adagio to her feet.

“Yes,” Adagio said, looking in shock, “Aria, look out!”

The phantom charged at them, but Adagio pushed Aria aside, taking the blow herself, her body instantly breaking apart.

Adagio: 0 HP

“Adagio!” Sonata cried, holding her arm forward as the phantom turned to her and Fluttershy. She pulled Fluttershy behind her and glared nervously at the phantom as it approached them.

Adagio's scanner opened, revealing her lying on the floor of the scanner. She stirred a bit, and then forced herself to her feet.

“I have to make sure they're okay,” Adagio said to herself. She ran to the elevator and stopped for a second, pondering her actions, and her feelings. This lasted for a few seconds, then she ran into the elevator, taking it up to the computer room.

“Twilight, I'm sorry,” Adagio said, “I was unable to…” she stopped when she saw how many tanks were apparently on the screen now. Between Twilight and XANA, it looked like most of the military's weapons had been taken over.

She could only imagine what the situation was like back in the school.

At the school, Celestia and Luna were helping evacuate the school with Applejack. Thankfully Sweetie Belle and Scootaloo were with them.

“Hey!” Dash called out, catching their attention. They looked and saw Dash and Pinkie Pie running to them, Apple Bloom still on Dash's back.

“Apple Bloom!” Applejack cried out running to them. Dash let Apple Bloom down, and she immediately ran into her sister's arms, “You alright?”

“Ah'm scared! What's goin on out there?!” Apple Bloom asked.

“That's what we'd like to know,” Celestia said, “Is this XANA?”

“Yep,” Pinkie Pie said, “And Twilight is like going all Disgaea on him!”

“Seriously?” Luna asked now looking out the window, “Jealous…!”

“Not now, Lulu,” Celestia said, “Twilight is being too reckless. Three buildings have already been destroyed, and a lot of people have been injured.

“Is my sister okay?!” Sweetie Belle asked, “I can't find her!”

“I'm sure she's fine,” Dash said, “In fact, I bet by now she's with Fluttershy on Lyoko.”

Applejack's phone rang, showing Adagio's number, “Hey Adagio. What's up?”

“Sorry, but I got devirtualized. Aria, Sonata, and Fluttershy are currently facing the phantom, and I think Sunset and Rarity are still defending Twilight's tower.”

“You think?” Applejack asked.

“Twilight refuses to click over to the navigation screen,” Adagio said, “She's too focused on fighting the tanks. Applejack, you are the leader. What are my orders?”

Applejack looked outside at the carnage caused by both Twilight and XANA. It was a literal war zone out there, people running screaming, buildings being destroyed, fires spreading, it was absolute chaos out there. It was bad enough knowing that XANA was half of the reason, but to know Twilight was fighting too…

“We're on our way,” Applejack said seriously, “Get Twilight off the controls an' take over. Can you use the super computer?”

“Sunset taught me,” Adagio said, “I can use the transfer system, Return to the Past, and I should be able to control the tanks.”

“Good. Prepare to transfer us when we get there,” Applejack said hanging up and turning to Dash and Pinkie Pie, “We gotta go.”

“Things getting bad on Lyoko?” Dash asked.

“Oh yeah, but that's not all,” Applejack said, “Ah'll fill ya in on the way. Apple Bloom, stay here with the Principal and Vice-Principal.”

“Where are you goin?” Apple Bloom asked, “Ah don't want ya to leave me!”

“It'll be fine,” Applejack said, “Ah'd trust both of 'em with my life, especially the Vice-Principal.”

“I'll go too,” Pinkie Pie said, “I can drive my bike fast, so I can keep up with you two.”

“Got it,” Dash said, “Let's go!”

“Be careful girls,” Celestia said.

“Make sure you take one of the secret passages,” Luna ordered, “It's too dangerous to be out there.”

“Right! Let's go!” Applejack ordered. She, Rainbow Dash, and Pinkie Pie ran to another passage they found in the boiler room of the school. It looked like Twilight and Applejack were going to have to talk later.

After she hung up, Adagio turned to Twilight and considered her for a few seconds. She then walked over to Twilight and touched her shoulder.

“Twilight, let me take over,” Adagio requested.

“I'm fine,” Twilight said distantly.

“No Twilight Sparkle, you're not,” Adagio stated, “You're thinking irrationally, and are currently a danger to yourself and the others. I'm taking control of the situation.”

Adagio reached to pull Twilight away from the computer, but she pulled away harshly.

“No! I said that I'm fine!” Twilight demanded. Adagio looked at Twilight intently, and then tightened her fists. She then reached for Twilight and grabbed her, pulling her harshly out of the chair. Twilight screamed loudly and struggled as Adagio wrestled her away from the computer.

“Twilight…! I'm doing this… for you're own… good!” Adagio said.

“NO!!!!!!!” Twilight screamed, “I HAVE TO FIGHT HIM!!!! I HAVE TO FIGHT XANA!!!!”

“Damn… it… Twilight…!” Adagio swore. Eventually she pinned her to the floor as the elevator clicked and started coming down. When it opened, Applejack, Rainbow Dash, and Pinkie Pie ran in to see Adagio literally sitting on top of Twilight holding her wrists to the floor as the latter struggled and screamed.

“Twilight!” Pinkie Pie cried.

“Help me restrain her,” Adagio requested. Dash and Applejack looked at each other, but then quickly grabbed a nearby chain and started wrapping it around Twilight.

“LET ME GO!!!! LET ME GO!!!!!!!” Twilight screamed as they chained her in the side of the room.

“Pinkie Pie, stay here with Adagio and watch Twilight,” Applejack commanded, “Dash, we're goin inta Lyoko.”

Dash nodded, and the two of them ran to the elevator, taking it down. Twilight screamed and pulled at her bindings, apparently going into a state of pure panic as Pinkie Pie embraced her.

“We're sorry, Twilight,” Pinkie Pie said somberly, “We had no choice though.”

Adagio closed her eyes somberly, and sat down at the computer, “Sunset, how are you and Rarity doing?”

“Oh, thank God!” Sunset said, “We were afraid we lost contact with the real world! Rarity's fine, but I've lost most of my hit points! One more hit and I'm out!”

“Applejack and Rainbow Dash are on their way,” Adagio said, “I'll send them close to you, so Applejack can support Rarity.”

“Transfer Applejack,” Adagio said calmly, closing Applejack's scanner.

“Transfer Rainbow Dash,” Adagio said, equally calmly closing Dash's scanner. She didn't notice, but Pinkie Pie was watching her intently as she worked, and raised an eyebrow.

“Scanner Applejack,” Adagio said, connecting Applejack with her avatar.

“Scanner Rainbow Dash,” Adagio said, now connecting Dash to her avatar, “Virtualization.”

She pressed the enter key, sending the two of them into Lyoko. She then quickly pulled up the tank control app, and started instantly moving tanks around with little to no effort.

In Lyoko, Dash and Applejack materialized and landed a bit behind where Sunset and Rarity were fighting. Currently they were being assaulted by two krabs, Sunset standing behind Rarity as she blocked their lasers.

Applejack pulled out her two laser pistols and fired at the krabs, forcing them back, and then ran over to Rarity and Sunset's aid.

“Sunset, you go with Dash,” Applejack commanded, “Leave these guys ta us.”

“Got it,” Sunset said, “Good luck.”

“Need me to go slow, or can I jet?” Dash asked Sunset.

“I'll be fine. I'll stay airborne, so go crazy.”

“Just what I wanted to hear. Super Sprint!” Dash ran off at high speed, and Sunset flew after her while both Applejack and Rarity got in fighting stances, targeting a krab each.

Applejack vs Krab

Rarity vs Krab

The krabs started firing at them, but both girls rolled out of the way in separate directions. Applejack put her guns together forming her shotgun and fired at her krab. She managed to get it to fall on one knee, but it still got a lucky shot, hitting her in the chest.

Applejack: 70 HP

Rarity charged at her opponent, slashing its legs and using her blade to block its attacks at the same time. Once she saw an opening, she jumped on its head and thrust her sword into the XANA symbol, killing it. She jumped off before it exploded and started running to help Applejack.

“Rarity, hold on,” Adagio said from the real world, “I'm picking up a large signal forming nearby.”

“Large signal?” Rarity asked, “What is it?”

“I'm not sure, but its readings are rather strange,” Adagio said, “Is that…? Rarity, it's a monster! Whatever it is, it's larger than anything we've seen on Lyoko yet!”

Pinkie Pie patted Twilight on the shoulder, and then sat up to see what was on the screen herself. She was shocked by how many hit points it had.

“Is that the boss of this area?!” Pinkie Pie asked.

“I think so,” Adagio said, “I just hope they're at a high enough level to beat it. Rarity, do you see it?”

“Dah, I do,” Rarity said as Applejack ran to her side, “This isn't first time I've seen monster.”

She and Applejack looked up as the giant lava monster from the last attack materialized and began slowly walking over to them.

“Adagio, we got an ID on this thing yet?” Applejack asked.

“The computer calls it a Kolossus, spelled with a K,” Adagio said, “It has too many hit points, and is too big. I don't know how you're going to beat it.”

“I can fight Kolossus,” Rarity said gripping her sword tightly, “Applejack, you deal with anything else that attacks.”

“Rares, you serious?! You ain't about ta-” she was cut off by Rarity charging at the Kolossus, “Rarity!”

“Spike! Ko mne!” Rarity commanded. Instantly, Spike turned to Rarity, howled, and rushed over to her as fast as he could. Once they were together, Rarity jumped on his back and rode toward the Kolossus.

Elsewhere, Aria and Sonata were working together trying to remove the phantom, who was violently assaulting them. Sonata, who was still staying close to Fluttershy trying to defend her, fired a laser arrow at the phantom, but it blocked and slashed the air sending a black shock wave at her. Sonata grabbed Fluttershy and jumped out of the way.

“I don't get this!” Fluttershy cried, “Why is he fighting us?!”

“Wish I knew, love!” Sonata said, “But we gotta start making our way to the tower, and fast! Aria, clear a path for us!”

“Got it!” Aria said, “Wind!” her sword showed the kanji for “wind”, and she was engulfed in a tornado. She spun around holding out her sword and charged at the phantom, who jumped to the side and sliced her in half through the tornado!

“Shit…!” Aria swore as her body fell apart.

Aria: 0 HP

“No! Aria!” Sonata cried. The phantom turned to them, and started approaching them slowly, “Stay back!” Sonata ordered, firing laser arrows at the phantom rapidly as it approached.

“Daddy…!” Fluttershy sobbed, “Why are you doing this?!”

A kunai shot the phantom in the chest, knocking it back a bit. Dash stopped right in front of Fluttershy and Sonata holding out her kunai, and Sunset landed next to her holding her laser whip.

“Get to the tower!” Dash shouted, “We got this, hurry!”

Sonata nodded and grabbed Fluttershy's arm. They started running toward the tower, but the phantom turned to them and actually acted like it was going to chase them.

“Oh no you don't!” Sunset said, throwing out her whip and wrapping it around its neck, “Dash, I think it's after Fluttershy!”

“I knew it! It is one of XANA's!” Dash said gripping her kunai tightly, “You want Fluttershy, you have to go through me!”

Dash rushed at the phantom throwing two kunai. The phantom turned around and used its arm to block Dash's attack, and then grabbed Sunset's whip. It used it to yank her over to it, and then kicked her in the stomach knocking her away.

Sunset: 10 HP

Dash rushed at the phantom, running in a triangle formation using the same strategy she'd use against a megatank. The phantom didn't attack right away though. Instead, it just observed her as she ran.

One of the Dash clones jumped at the phantom, but it moved to the side out of the way and slashed at the Dash about to attack, which turned out to be the real one as the other two vanished.

Rainbow Dash: 60 HP

“How the hell did he do that?” Dash asked rising to her feet.

“This thing… isn't a normal monster,” Sunset said staggering over to Dash, “I really hope Fluttershy makes it to that tower.”

“Hey Adagio, how are things in the real world?” Dash asked.

“Currently I'm trying to move the fight outside of the city limits to lessen the damage,” Adagio said, “But we're definitely going to need to use Return to the Past after this one.”

“Hey, you don't need me here, right?” Aria asked standing next to the computer, “If not, I can head back to the school.”

“And help with evacuations, perfect,” Adagio said, finishing Aria's thought almost, “I will stay here and act as a link between the real world and Lyoko.”

“Sonata is still there, so it should be okay,” Aria stated. She and Adagio nodded to each other, and Aria stepped over to the elevator, looking at Pinkie Pie and Twilight briefly before it closed. Pinkie Pie held Twilight tightly as she cried helplessly, thinking about what she witnessed. Now that she got a chance to really look at them, she had to admit, something about those three was off.

It was almost like they were the same person at times.

The phantom rushed toward Sunset and Rainbow Dash, holding his scythe ready. Sunset slashed with her whip, but the phantom moved out of the way and slashed her, instantly devirtualizing her.

Sunset: 0 HP

“Shit!” Dash said, bracing herself for the worst. The phantom simply kicked Dash to the ground out of the way and kept moving, running after Fluttershy and Sonata. Dash gritted her teeth and ran after it.

When they reached the tower, Sonata and Fluttershy were shot back by two tarantulas.

Sonata: 40 HP

Fluttershy: 50 HP

“Fluttershy, head to the tower, quickly!” Sonata urged, “I'll try and keep them off you!”

“Okay!” Fluttershy said, taking to the skies and flying away. Sonata started firing at the tarantulas, but one turned to Fluttershy and started firing at her. Thankfully one shot missed, but the other one actually got her in stomach.

Fluttershy: 25 HP

“FLUTTERSHY, NO!!!” Sonata cried, watching her fall helplessly down toward the digital sea.

The phantom then did something odd. It rushed over to the ledge, thrust the blade of its scythe into the edge, and then jumped down grabbing Fluttershy just in time. When she looked up, she saw the phantom struggling to pull both of them up.

“D-Daddy…?” Fluttershy asked. The phantom immediately responded and looked down at her, causing tears of joy to build up, “I knew it…! It is you…! You're alive!”

The phantom slowly raised the arm that was holding Fluttershy, and she used her wings to get added leverage. Once she was above ground, she pulled the phantom up as well. Before she could say anything though, a kunai hit the phantom in the arm. Fluttershy gasped in shock and then turned to see Rainbow Dash rushing toward them.

“Get away from her XANA!” Dash shouted. She was about to throw another kunai, but stopped when Fluttershy immediately stood in the way holding her arms out, F-Fluttershy?! What the hell?!”

“I won't let you hurt him, Dash!” Fluttershy shouted, “This… this is my father!”

“Fluttershy, you saw him earlier! That thing attacked us! This is XANA just trying to get in your head!”

“No! He saved me just now!” Fluttershy cried, “My father is still alive! I don't know how, but he is! Please Dash, don't hurt him! I'm begging you, don't hurt him!”

“Fluttershy…” Dash said through gritted teeth. None of this made sense anymore, and it was clear that Dash was getting frustrated.

“The situation is reaching critical,” Adagio said from the real world, “Fluttershy, deactivate the tower, quickly!”

Fluttershy turned to the phantom, who slowly nodded his head. Fluttershy nodded and flew off toward the tower. The tarantulas tried to fire at her again, but Sonata's Laser Arrows hit them in the back, killing them. With the way cleared, Fluttershy phased into the tower.

Inside, Fluttershy ran to the center of the tower, and allowed herself to be lifted to the upper platform.

One of the tanks started approaching the main school building, where a majority of the school faculty and students were stuck. Aria stopped right outside and pulled out her phone.

“We're running out of time, Adagio!” Aria shouted, “Can you do something?!”

“Stay back,” Adagio said. Another tank rolled next to that one and fired at it, knocking it away.

Fluttershy calmly walked to the control panel and typed on it, breaking through the tower's security. That lasted for a few tense seconds until the panel disappeared, revealing a holographic keyboard.

In Lyoko, the Kolossus knocked Rarity off its blade, and actually slashed through the tower Twilight activated, destroying it.

“Shit!” Applejack swore, “Rares!”

Rarity managed to land back on Spike's back and they charged at the Kolossus again. Even if the tower they were protecting was destroyed, she wasn't going to back down. She believed she could actually beat this thing.

Fluttershy placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

The tanks all stopped moving. Aria fell to the ground in exhaustion.

“Mission complete,” Aria said, “Geez, they do this stuff every day?!”

“Tower deactivated,” Fluttershy said calmly, looking down as the coding on the walls fell into the abyss. There was a white flash, and a bright light shot out of the tower.

Back in the real world, Adagio pressed the enter key.

“Return to the past, now,” she said calmly. Pinkie Pie was the only one who noticed her smirking right before everything turned white.

When they returned, they went outside to have another group meeting. This time it wasn't about Fluttershy's father though.

“Do ya have any idea how reckless you were?!” Applejack fussed at Twilight, who was sitting on a bench, eyes closed tightly, “People almost died this time!”

“What did you expect me to do?” Twilight asked through gritted teeth.

“As our navigator an' real world contact, Ah expected you ta use some common sense! Takin control of military tanks?! Most of the damage caused was done by you!”

“The situation was fixed, wasn't it?!” Twilight asked, shooting up and glaring at Applejack, “We deactivated the tower, used Return to the Past, and no one died!”

“We don't know that,” Dash said, “All we know is that no one here died, but what about in town? What if you had destroyed Rarity's house while her parents were still there?”

“I was just doing what I had to do!” Twilight fussed, “If I didn't act, XANA was going to destroy the whole school himself! Did a lot of people get hurt? Yes! Was it destructive? Yes! But if I did nothing, people would have died! I'm not letting XANA beat me! If I have to attack the entire network to get to him, I will!”

“Whoa, whoa, whoa!” Sunset said, “Calm down! Look, we understand how badly you want to stop XANA, and we're right there-”

“NO YOU DON'T!!!” Twilight screamed, shocking everyone, “YOU HAVE NO IDEA HOW I FEEL!!! I WAS HIS PRISONER FOR WEEKS, LOCKED UP IN A ROOM OR FORCED TO WATCH HIM MOVE AROUND IN MY BODY!!! HE USED ME LIKE A TOOL!!! AN OBJECT!!! I HATE HIM!!! I HATE HIM!!!!!”

“T-Twilight…” Sonata said looking pained. Aria closed her eyes holding Sonata, but Adagio simply looked at Twilight intently. Pinkie Pie took note, looking at Adagio closely with narrowed eyes.

“I'm going to kill him…!” Twilight seethed, “I swear to God I'll kill XANA if… if it's…” she started staggering a bit, and then actually fainted!

“TWILIGHT!!!” Everyone cried out, Applejack thankfully catching her just in time.

“What the hell happened?!” Dash asked.

“She's malnourished!” Sunset said, “She must have been working harder than we thought!”

“I'll get Cadance!” Fluttershy cried running off. As they all gathered around Twilight, Pinkie Pie looked up at Adagio, who was helping Sunset and Applejack tend to Twilight. Something about her and her sisters was just… off. They weren't specters though, nor were they robot clones. She was sure the computer would pick up on that.

So… what exactly were they? Was she just being paranoid, or was this terrible feeling she was getting her sixth sense warning her that their enemy was closer to them than they thought?

Ending theme: Can't Fight the Moonlight

32: Thanatos

Theme Song: A World Without Danger

32: Thanatos

The sun was setting now in Canterlot, the people none the wiser about what transpired last night. In the factory, the computer turned on by itself running a particular program. On the screen, it looked like something was being scanned.

Down in the scanner room, one of the Scanners closed and began materializing something. After a few seconds, the doors to the scanner opened, and when the smoke cleared, something stepped out of the machine.

A silver paw.

Out of the factory walked a silver and white husky. The dog walked across the bridge to the curb, and looked around, before giving a loud howl at the moon.

“I am very disappointed,” Cadance said to Twilight, who was sitting up in the bed of the nurse's office with a dejected expression on her face. Applejack, Sunset, Fluttershy, and Adagio were also in the room with them.

“Sorry,” Twilight said curtly, looking away from everyone.

“Are you trying to kill yourself?” Cadance fussed.

“I'm trying to kill XANA,” Twilight said darkly, “That's all that matters.”

“What about your health?” Sunset asked, “How are you going to defeat XANA if you collapse?”

“I…” Twilight looked down, trembling with a pained expression on her face.

“Twilight Sparkle, I know that you are stressed, but your friends are going to worry about you if you continue to act out like this and disregard your well being,” Adagio said, “No fight is worth sacrificing your health for.”

“And that last attack was too far,” Sunset added, “We're lucky that no one died in the school, but I guarantee that a few people were lost in town.”

Twilight closed her eyes, fighting back her tears as best as she could, which wasn't really that much.

“Oh Twilight…” Fluttershy said sadly.

Applejack closed her eyes and folded her arms, “For now… you're benched Twilight.”

“W-what?!” Twilight cried turning to Applejack, “What do you mean benched?!”

“Twilight, Ah understand yer sufferin. Last month was terrible for all of us, but you had it the worst. Ah ain't gonna say that ya need ta get over it, cause that jus' ain't realistic,” Applejack opened her eyes seriously, “But as the leader, Ah am gonna say that we can't risk another meltdown like that again. We need ta do whatever it takes ta fight XANA, yeah, but that don't mean we have ta become XANA.”

“Applejack… I'll do better,” Twilight said trembling, “I be more conscious of what's going on, but please let me fight.”

Applejack sighed, “Ah'm sorry Twilight, but we can't take the risk.”

“Fluttershy, Sunset, Adagio, talk to her!” Twilight urged, hurt when all three of them looked away seriously, “You too…?”

“We… already talked to Celestia,” Sunset said, “She said that she was willing to stand in for you while you rested.”

“And Sunset and I can work together on the anti-XANA program,” Adagio added, “We think we have a plan, but it's going to be a while until we can implement it.”

“You need the ignition program though!” Twilight fussed, “Without that, the source codes won't work. I'm the only one who can use that!”

“Exactly,” Adagio said closing her eyes, “You're the only one who can use that program, in Lyoko.”

It hurt, but Twilight realized exactly what Adagio was saying. She was talking about fighting XANA with everything she had, but in order to actually kill XANA, she had to go to the one place she was too terrified to go.

She'd have to go into Lyoko.

“Do ya get it now?” Applejack asked softly “We ain't tellin ya we don't want ya in the fight. We need ya in the fight. But as things stand right now, yer not in the right head. We should have given ya more time ta recover, but we were-”

“No, it's my fault,” Twilight said quietly, “I was the one who was eager to fight. I knew how afraid I was, but I didn't want to let that stop me. But… you're right. I'm out of control right now.”

“We'll take care of things while your recover,” Fluttershy said taking Twilight's hand, “The Architects will keep the school safe, and we have enough resources to at least keep XANA pushed back until you can reenter the fight.”

“Fluttershy… please be careful,” Twilight urged, “I need you to come back to me…”

“I promised, remember?” Fluttershy said smiling warmly, “No matter what, I'll always come back to you,” she and Twilight kissed tenderly, “I love you Twilight.”

“I love you too, Fluttershy,” Twilight said before looking up at Applejack, “I'm… sorry for earlier…”

“Like Ah said, it's fine,” Applejack said with a small smile, “We'll come check on ya routinely, alright?”

Twilight nodded to them and lied back on the bed, her back turned to the door. The four girls slowly walked out of the room, but Adagio stayed a little longer looking at Twilight before leaving. Cadance smiled softly.

“You have great friends, Twilight,” she said.

“Yeah… I do…” Twilight said, closing her eyes to get some rest.

Adagio walked back to the dorms, where she said she'd meet Sunset in their room. She wanted to meet up with her sisters first. When she reached their room, she just opened the door and walked in, Sonat and Aria sitting on their beds waiting for her.

“Twilight Sparkle is isolated,” Adagio said walking to the computer table in the far end of the room and sat on it.

“The way she acted during that last attack was too out of control,” Aria said, “She did more damage than the actual tower did.”

“She's losing it,” Sonata said looking away somberly, “At this rate, she won't last much longer.”

“So we have to move things forward,” Adagio said, “By now, we have enough information and data gathered.”

“Then we're going to start the final phase of the plan,” Sonata said, “It's a shame. I sort of enjoyed things being like this.”

“Well, we're not going to just come out with this,” Aria said, “We have to be careful from here on out.”

“So for now, we continue with things as is,” Adagio said, “Keep an eye on the girls, especially Fluttershy.”

Right outside the room, Pinkie Pie and Rainbow Dash had their ears pressed against the door. Dash's eyes were wide listening to them talk, but Pinkie Pie looked really worried. After a second, they ran away from the door and watched Adagio leave the room.

“Okay, I'm not gonna lie, that was creepy,” Dash said, “They sound like they were the same person.”

“Dashie, I'm scared of them,” Pinkie Pie said, “I don't know why, but I think they might be connected to XANA.”

“After hearing that, I'm like eighty percent sure of that myself,” Dash said, “But they're not specters. They're humans, just like us. This doesn't make any sense.”

“What should we do?” Pinkie Pie asked, “Do we confront them?”

“Hell no,” Dash said, “We don't know everything yet, and we can't have everyone being suspicious. For now, we keep this between us, and keep Fluttershy away from them. No matter what, they can't be alone with her.”

“You're right,” Pinkie Pie said, “If they are with XANA, they might want to isolate her,” Pinkie Pie gasped, “Dashie! Remember the phantom?!”

“Yeah, that thing that Fluttershy thinks is her dad. I don't see how that's possible though. It attacks us whenever we see it.”

Pinkie Pie shook her head, “No Dashie, it doesn't attack us. It attacks them.”

Rainbow Dash looked back at Aria and Sonata's door, and then looked shocked, “Holy shit, you're right. Whenever it gets in front of one of us it stops, and it actually did protect Fluttershy,” she slapped her forehead and groaned, “Aw damn it! I'm such an idiot! Why didn't I see it sooner?!”

“Didn't they have Fluttershy with them?” Pinkie Pie asked, “It would look like the phantom was trying to attack her.”

“So they put Fluttershy in danger to cover their asses?” Dash asked harshly, “If that's true, they're definitely on my shit list.”

“We need to keep Fluttershy safe ourselves,” Pinkie Pie said.

“Yeah, but I'm definitely talking to Celestia about this,” Dash said, “Let's head back to our room.”

Pinkie Pie nodded and followed Rainbow Dash to their room, holding onto her arm. Telling Dashie was the best thing she could have done. As long as she was on this, everything would be okay.

Outside the school, the silver and white husky stopped at the front gate and looked up at the dorms. Through one of the windows it saw Adagio walking by. It growled barring its teeth looking at her, and then looked to the door suddenly, seeing Fluttershy step outside.

The husky turned its head to the side, and then walked over to her.

Fluttershy couldn't stand to be in the dorms right now. Her heart was racing. Twilight's meltdown, the phantom, and the sneaking suspicion that their enemy was a lot closer to them than they thought. For some reason, even after spending almost the entire day with Sonata, she didn't feel any safer around her.

“Oh… I hate this so much…” Fluttershy said with a sigh, “I don't know if we're winning right now, or if we're once again falling into XANA's trap.”

“You too, dah?”

Fluttershy looked and saw Rarity leaning on the back of the bench smiling at her. Funny, when Rarity had temporarily sided with XANA, she confronted her on this very bench in this exact manner. This time though, Fluttershy felt absolutely safe with her.

“Hi Rarity,” Fluttershy said, “I'm being silly, aren't I?”

“Nyet,” Rarity said sitting down next to Fluttershy, “I've been tense for while too. Can't shake tense feeling.”

“Rarity, what do you think of Adagio, Aria, and Sonata?” Fluttershy asked. Rarity pursed her lips, leaned back, and crossed her legs before speaking.

“Being honest,” Rarity sighed, “I don't trust them. I never trust them. They're too nice, and too eager to help.”

“You don't like people who are like that, do you?” Fluttershy asked. Rarity shook her head.

“Blueblood was same when he tutor me,” Rarity stated, “Everyone is like that when they want something from you. I've been victim of that too many times.”

That made Fluttershy really sad to hear, but she couldn't refute it. Rarity didn't trust anyone one hundred percent except for the other Lyoko Warriors, so she'd know if someone was lying.

Fluttershy was about to say something to that, but looked out and gasped in shock. Walking up to them was a dog. It looked like a silver and white husky. Rarity looked at the dog too, and quickly rose to her feet getting in front of Fluttershy.

“Stop!” Rarity said to the dog. Surprisingly, it stopped right there looking at them. Rarity frowned looking at the dog in confusion, “Sidet'!”

The dog obediently sat down, wagging its tail.

“Rarity… what's going-”

“Shh…” Rarity said, “Myesto…” Rarity said softly, slowly approaching the dog who listened to her command to stay. She knelt down in front of the dog and held her hand out. The dog sniffed her hand, and then licked it before looking Rarity dead in the eyes. She was wide eyed. Not only had this dog listened to her commands, but it listened to her in Russian.

“S-Spike…?” Rarity asked. The husky licked Rarity's cheek, and then wagged its tail actually smiling at her.

“Oh my God…” Fluttershy said walking over to the dog, “It's you, isn't it Spike?” as if to answer her, the husky looked at Fluttershy and bowed to her, “Rarity, someone materialized Spike.”

“I didn't know Spike could enter real world,” Rarity said, “Unless…” both Rarity and Fluttershy gasped in shock.

“Code Earth!” they cried at the same time. Someone used that program on Spike, drawing him into the real world. But who, and why?

The husky, identified as Spike, turned and ran off a bit, stopping at the door and looking back at the girls.

“Spike wants us to follow him,” Fluttershy said, “I think he wants to take us to the factory.”

“It's awfully late,” Rarity said, “We'll miss curfew.”

“This is too important,” Fluttershy said walking after Spike, “This might be connected to my father.”

Rarity looked down thoughtfully and then walked after Fluttershy, “I'll go with you. I feel better knowing someone is watching over you.”

Fluttershy nodded to Rarity saying thanks, and they ran after Spike, took off in the direction of the factory.

The two of them followed the canine, who didn't stop running once. Once they reached the factory, Spike jumped off the ledge leading to the elevator and landed perfectly on the floor below, walking into the elevator. Rarity and Fluttershy swung down too, walking into the elevator and taking it to the computer room.

Inside, Fluttershy and Rarity ran to the computer, but Spike stayed in the elevator. Actually, he pressed the down button with his nose and actually took it to the scanner room. Through the camera there, the two girls saw Spike walk over to a scanner and sit down in front of it.

“I knew it,” Fluttershy said, “He wants me to come into Lyoko.”

“Not alone,” Rarity stated, “I'm going with you.”

“No Rarity, I need you out here,” Fluttershy said setting up the stalled transfer, “Just in case something happens, I need you to call the others and get them here. But it should be fine. I… I don't think I'm in danger.”

Rarity took a deep breath and rolled her eyes, “Dah, I'll stay out here then.”

“Thank you,” Fluttershy said, “There's… a virtual sphere in the Forest Sector.”

“Think that's where Spike wants to take you?” Rarity asked.

“I think so,” Fluttershy set up the coordinates and then walked to the elevator, “If anything happens, and it sounds like I'm in danger, contact Miss Tia.”

Rarity nodded and sat down in front of the computer. Fluttershy took the elevator down to the scanner room and walked to her scanner. Both she and Spike walked into their respective scanners, which closed and immediately got to work.

On the computer, Rarity saw two avatars loading, one being Fluttershy's angel avatar, and the other being a cybernetic wolf. On that avatar she saw the words “LAUNCHING SPIKE PROGRAM” appear in front of it.

Both Fluttershy and Spike vanished from their scanners.

In Lyoko, Fluttershy took form above the ground in the forest sector. As she landed, she saw Spike take form next to her. Once he rendered completely, he started walking forward, looking at Fluttershy and using his tail almost to motion her to “come with him”.

Fluttershy nodded and walked after Spike. Hopefully she could get some answers now.

Adagio slowly opened the door to the nurse's office, where she saw Twilight resting on her bed. Adagio smiled and walked into the room, going over to Twilight and sitting down next to her.

“We finally get some alone time, don't we Twilight Sparkle?” Adagio said, “Oh, how I've waited for this moment. You're someone I think about a lot, you know that? Someone I sometimes feel… a connection to. I wonder what's going on in that head of yours, Twilight Sparkle? How deeply does your fear of Lyoko affect you?” Adagio leaned in close to Twilight, “Do you know who I am, Twilight? Do you suspect me? Or are you still unsure? Perhaps you are in denial. Everything is almost finished, but there's no reason why I can't have a little fun. One last time…” Adagio raised her hand and held it over Twilight's head, her eyes now suddenly glowing red.

“There you are,” Sunset said, startling Adagio, who's eyes stopped glowing before she turned to the door.

“Oh, sorry Sunset,” Adagio said, “I was just wanted to see Twilight before I went to bed.”

“Worried about her too, huh?” Sunset asked walking into the room, “She's been through so much.”

“You… still love her, don't you?” Adagio asked.

“Jealous?” Sunset asked. Adagio chuckled.

“No matter what, you belong to me now,” Adagio said, “I'm not that insecure. However, I was just curious. You seem to always worry about her.”

“Well yeah, I do still love her,” Sunset admitted, “The only thing that's changed is how I show that love. I can't be with her, but that's okay. I'm still going to stay by her side, and protect her from XANA no matter what.”

“If… XANA were right here,” Adagio asked, “what would you say to him?”

“I'd tell XANA… he better watch his back,” Sunset said, “I'd say to him, 'you hurt someone I care deeply about, and I'm going to protect her and make sure you don't ever take her away again'.”

“Hm…” Adagio said. Twilight then stirred a bit, catching their attention.

“Hey, we didn't wake you, did we?” Sunset asked Twilight, who slowly opened her eyes turning to Sunset, but then looked wide eyed.

“S-Sunset…?” Twilight asked, backing away from Sunset a bit.

“What's wrong?” Sunset asked, “Is everything okay?”

Twilight looked at both Sunset, and then at Adagio, “Why do you two look like that?”

“Look… like what…?” Adagio asked.

Through Twilight's eyes, she saw both Sunset and Adagio looking at her, but they looked like CGI renderings of themselves. Sunset was dressed like a succubus or vampire, and Adagio was dressed more like a geisha with a large fan behind her.

Twilight's breathing picked up a bit, but then she pushed past them and jumped out of bed looking around frantically. Through her eyes, it looked like she was in an endless mountain canyon.

“Why…?” Twilight asked trembling, “Why am I… in Lyoko…?”

“Twilight, what's going on?” Adagio asked, “You're not in-”

“I have to get out of here!” Twilight cried, “Before XANA-” she screamed as she saw a krab walking up to her about to attack. She fell back from it and then scampered away running down the hall.

“Twilight!” Sunset called out, “Shoot! What the hell happened?!”

“We need to get a hold of her, fast,” Adagio stated, “Before she hurts herself.”

“Right! Let's go!”

As they ran, both of them pulled out their cellphones, Sunset calling Rainbow Dash and Adagio calling Aria.

Fluttershy followed Spike to a large clearing. Sure enough, she saw a white dome just like what generated the virtual sphere from months ago. Spike walked on ahead, stopping right in front of the sphere and looking at Fluttershy.

“Rarity, I don't know what's going to happen when I get inside,” Fluttersy said, “Remain on standby just in case I disappear.”

“Dah,” Rarity said from the real world, “Be careful, Fluttershy”

“I will,” Fluttershy said. Spike walked into the virtual sphere and vanished. Fluttershy then took a deep breath, and walked into the sphere, phasing through almost like she would a tower.

On the other end everything was white for a bit, but then everything cleared up revealing the interior of the Everfree Mansion. Thing was, everything looked newer, and like someone was living there. Fluttershy looked at herself and saw she was back in her human form.

“Fluttershy, are you still there?” Rarity asked from the real world.

“Yes, I can hear you,” Fluttershy said looking around, “I'm… home.”

“Home? What do you mean?” Rarity asked.

“It looks like the Everfree Mansion,” Fluttershy said softly, “But… newer.”

Fluttershy heard the sound of a piano playing. She followed the sound to the living room, where her heart stopped. First she saw Spike, once again in his normal husky form lying next to the piano. Sitting at the piano though, playing a haunting yet beautiful melody…

Was Sombra.

“D-Daddy…?” Fluttershy asked. Sombra stopped playing and turned to Fluttershy, still wearing his sunglasses. He took off his sunglasses and regarded Fluttershy with a warm yet saddened smile.

“Hello Princess…” Sombra said, sounding to be on the verge of tears.

“Is… it really you…?” Fluttershy asked, trembling as tears built up. Sombra nodded.

“I can't prove it to you, and it's good that you asked that question, but I assure you, it's really me, Fluttershy.”

That actually proved it for Fluttershy. When XANA impersonated him before, he used her emotions to try and trick her immediately, but her real father would know the situation. It was him, he was here…

And he was alive.

“Daddy…!” Fluttershy sobbed, “DADDY!!!” she ran into his arms as he rose to embrace her, both of them crying.

“I'm sorry Fluttershy…” Sombra said through his tears, “I'm so sorry…”

Rarity was actually a little misty eyed listening to that. She couldn't believe it herself, but somehow Thanatos was still alive. She had so many questions for him, but she didn't want to interrupt their reunion.

She'd get her chance later.

Twilight ran through the halls of the building she was in, only to her she wasn't in a building. She was now in the ice sector, being chased by two bloks firing at her.

“Leave me alone!” Twilight screamed. She bumped into something and fell to the floor. She didn't know it, but the one she bumped into was Trixie.

“Twilight?” Trixie asked, “This is a surprise. Tixie missed you in history today.”

“No… No!” Twilight cried backing away from Trixie, who she saw as a megatank, “Stay away from me XANA!”

“XANA…?” Trixie asked, “Twilight, what's wrong? You're worrying Trixie.”

Trixie reached out to take her hand, but what Twilight saw was the megatank opening up to launch its attack. Twilight screamed and ran away before the perceived attack, leaving Trixie really confused and worried.

“T-Twilight…?” Trixie asked. She heard running from down the hall and quickly hid behind a corner, seeing Applejack and Vice-Principal Luna run down the hall.

“Shoot! Ah think we jus' missed her!” Applejack fussed.

“This is the only path she could have taken,” Luna said, “I've called Tia and told her of the situation. She should be heading to the factory now.”

“Alright good,” Applejack said, “Let's keep searchin for Twilight.”

As they ran off, Trixie stepped out looking really worried. Was Twilight in some sort of danger? Why was the Principal going to the “factory”? And more importantly…

Why was the school disciplinarian and the school's biggest delinquent talking like they were friends?

Something told her that something was happening at the factory, but as tempting as that was, Twilight was more important. She was her best friend, and she was in terrible danger. So instead of following her intuition, she ran after Luna and Applejack.

Fluttershy and Sombra sat down on the couch in the living room, Spike laying his head on Sombra's lap as the man petted him.

“So… this dog was some form of virtual pet?” Sombra asked.

“Yes… he was hit by some of XANA's energy and it somehow gave him sentience,” Fluttershy explained, “My friend Sunset and I made a program to transfer him into the super computer, and he's been helping us ever since.”

“I see. I apologize for taking him like that, but when I saw a program working by itself in Lyoko, I saw that as my chance to get some information on XANA, and begin to fight back,” Sombra scratched Spike behind the ear, “He's been quite useful to me, and has become something more akin to a friend.”

“Spike is very intelligent,” Fluttershy said, “He can understand us perfectly, and he's really sweet. My friend Rarity even taught him Russian.”

“Is she here now?” Sombra asked Fluttershy, who nodded, “Thank you for taking care of my daughter, Rarity.”

“It's no problem,” Rarity said, “But she takes care of us more. Sadly, I haven't been the best friend to her always.”

“You succumbed to XANA's influence,” Sombra said sadly, “I'm sorry for what happened to you. You have nothing to be ashamed of though. It was far worse when I fell to XANA,” he looked down in shame, “Everything that has happened to all of you is my fault.”

“Why…?” Fluttershy asked, “Why did you make XANA? Why did you help him?”

“I was weak…” Sombra said, “When your mother died, I was broken. The only way that I could cope was to focus on fighting Tartarus. I wanted them to pay for everything that they did, so I created XANA in the hopes that he'd ultimately destroy Tartarus, and Tirek.”

“You wanted Tartarus to pay?” Rarity asked, “Why though? Did they take something from you?”

“Not something, someone,” Sombra said. It took a second, but Fluttershy's heart leaped out of her chest when she realized what he was saying.

“Not… Mommy…” Fluttershy asked. When Sombra looked down in sadness, Fluttershy shook her head in horror, “No… that's wrong! You told me… that she died of cancer!”

“I'm sorry Fluttershy, but that wasn't the truth,” Sombra said, cupping his fist with his palm as he remembered it, “Damien Tirek captured her, and used her to force me to work for him in making his quantum computer. Do you remember the place we used to live in before coming to Canterlot?”

“I… remember,” Fluttershy said, “I liked that place. There were so many animals there, and things were peaceful, better.”

“That was a prison, Fluttershy,” Sombra said, “Your mother was imprisoned there, and Tirek only allowed us to be there as long as I helped him. The only good that came from there was that I met the four people who would become my dearest friends. Eos, Selene, Proteus, and Chaos. I renamed myself Thanatos, and the five of us began working on a means to escape.

“Sadly, Tirek found out our plans, and threatened to kill my wife had I kept fighting. I was going to stop, but your mother begged me to keep going. She told me that I had to fight Tirek, if not for her…” he looked at Fluttershy, “then for you. As we were leaving, I heard a gunshot, and since Tirek had a gun held to her head…”

“Mommy…” Fluttershy said, letting her tears flow freely.

“I admit, I am a weak man,” Sombra continued, “When I created XANA, he used my hatred for Tirek to trick me into not only empowering him, but also into betraying my friends. By the time I realized what was happening though, it was too late. XANA knocked me into the Digital Sea, and he had become too powerful for anyone to stop,” he held his head in anguish, “I destroyed everything… and I put not only my dear friends, not only my family, but the entire world in danger… all because of my foolish need for revenge… Even worse… now you… my child, have to bear my sins… You'll always be connected to the super computer, as long as this horrible thing exists…”

“Sombra…” Rarity said from the real world. Fluttershy looked at her father as he silently cried, Spike whining in sadness next to him.

“Please Fluttershy, tell me that you hate me,” Sombra begged, “Call me a monster for taking away your life. For stealing ten years of your life. By now, you're supposed to be twenty-five going on twenty-six. You're life is ruined… all because of me…”

“Nyet, Sombra. That is wrong,” Rarity said from the real world. Fluttershy looked up response.

“Rarity…?”

“You say what happen to me wasn't my fault,” Rarity said folding her arms, “I feel same about you, Sombra. Yes, you make mistake, and it cost you greatly. You lose family, lose friends, lose life even. But none of this was your fault. Only one to blame in my eyes, is XANA.”

“You… forgive me, Rarity?” Sombra asked.

“It's not my place to forgive,” Rarity said, “But I know how Fluttershy probably feels. I know, because I same. Papa hates decision I make in dating girl, but even still, I love him. I forgive him, even though he make home terrible place for me. All children want is parent's love. That's all I want from Papa, and I'm sure that's all Fluttershy wants from you, Sombra.”

“Is this true…?” Sombra asked looking up at Fluttershy, “Will you… forgive these broken remains of a sinner?”

Fluttershy looked at Sombra intently, trying to figure that out herself. She didn't know how she felt honestly. When she first learned the truth about what her father did, she was crushed. She didn't want to think that her father had helped XANA and betrayed the Architects of Lyoko, but from what she heard it sounded like that was what happened.

But seeing her father like this painted it all in a new light. She didn't see a man who was secretly insane. She saw a man who loved his family, and was plagued by revenge and hatred. Knowing the truth about everything, including her mother's death, it showed her that almost her entire life was painted by this God forsaken machine. But by that right, her father gave her something that she didn't even know she lacked before.

He gave her a life.

Fluttershy scooted closer to her father and wrapped him in a comforting embrace.

“I'll always be a part of Lyoko now,” Fluttershy said, “That's true, and I did lose ten years of my life. But thanks to you, now I have a life, and freedom. Rarity, Rainbow Dash, Pinkie Pie, Applejack, Sunset, and… Twilight, they're the closest friends I ever had. In a sort of odd, twisted way, I have Lyoko to thank for that. I'm… not happy with everything that you did. You did lie to me about Mommy's death, and you did create XANA, but right now, I'm just so happy that you're here,” she smiled, tears of joy falling from her eyes, “No matter what, I love you Daddy, and I want to use this power I possess now to help you.”

“Fluttershy…” Sombra said, breaking down and wrapping his arms around his daughter, “You're new form matches you perfectly. You truly are an angel, just like your mother.”

Back in the real world, Rarity was shocked by the sound of her phone ringing.

“Hello?” Rarity asked.

“Hey Rares, ya seen Fluttershy?” Applejack asked from the other end.

“Oh, dah,” Rarity said nervously, “She's er… actually in Lyoko at moment. It's complicated, but she's alright. I'm with her.”

“Ah ain't gonna ask, but Ah trust ya,” Applejack said, “Listen, we got a problem. Twilight's panickin, apparently thinkin she's in Lyoko right now.”

“What?! Do you need us? What can we do?” Rarity asked.

“Right now, jus' hang tight,” Applejack said, “Celestia is on her way there, so jus' do what ya can ta help her.”

“Dah,” Rarity said, “I'll do what I can to-

TOWER ACTIVATED

LOCATION: FOREST SECTOR

18 LAT, 37 LONG

“Um… AJ?” Rarity said nervously. Applejack groaned.

“Please please please don't tell me that was the super scan,” Applejack begged.

“Prosti…” Rarity apologized. Applejack knew what that meant, as Rarity had begun teaching her a little Russian, so she sighed.

“Let Celestia know when she gets there,” Applejack said, “Ah'll see if Ah can get some of the others there ta help ya.”

“Dah, spasibo Applejack,” Rarity said.

“Yer welcome, Rarity,” Applejack said. Rarity kissed the phone and then hung up as the elevator opened up. She turned to see Celestia walk inside.

“Rarity? What are you doing here?” Celestia asked.

“Er… it's complicated…” Rarity said with an awkward smile.

“Rarity, is something going on outside?” Fluttershy asked. Celestia was shocked, but then folded her arms raising an eyebrow.

“Mind telling me what you and Fluttershy are doing with the super computer this late at night?” Celestia asked.

“Tia? Is that you out there?” Sombra asked. Celestia's eyes went wide hearing that voice.

“Oh my God… S-Sombra…? Is that you…?” Celestia asked walking to the computer.

“Yes Tia, it's me,” Sombra said, “I'd love to catch up, but it sounds like things are happening in the real world.”

“They are, I'm afraid,” Celestia said, “One of my students is being attacked by XANA right now. She seems to think she's in Lyoko, and is panicking due to her fear of it.”

“Intense fear of Lyoko…?” Fluttershy asked, shooting up in shock, “That sounds like Twilight!”

“Twilight? The one XANA captured before?” Sombra asked sitting up.

“She's my girlfriend,” Fluttershy explained, “XANA targets her more than anyone,” Fluttershy stepped forward glaring, “Miss Tia, what is he doing to Twilight?”

“Somehow he has made her think she's in Lyoko right now,” Celestia said, “She's in a state of panic, thinking that anyone besides us is a monster.”

“That's not all,” Rarity added, “Tower activate as well. It's in Forest Sector.”

“Is the tower the cause of what's happening to Twilight?” Fluttershy asked.

“No, it wouldn't be possible,” Sombra said thoughtfully, “He would need to either send a virus to her through the scanner, or use the Scyphozoa.”

“But Twilight's never in Lyoko,” Rarity pointed out, “How would he infect Twilight then?”

Sombra closed his eyes and thought to himself, but then looked shocked, “Those children!”

“Sombra, what children?” Celestia asked.

“Someone needs to find Twilight and get her to the factory!” Sombra said, “We will head to the tower to deactivate it! Rarity, if you can come into Lyoko as well, that would be helpful.”

“Dah! I'll come right away!” Rarity said.

“Oh, and make sure those girls stay as far away from Twilight as possible,” Sombra seethed, “Damn it, I should have killed them when I had the chance. Spike, let's go!”

Spike rose up and howled.

“Daddy, Spike, wait!” Fluttershy cried, stopping them, “Who are you talking about? Who do we need to keep away from Twilight?”

“Those devil children that joined you,” Sombra said, “There's more to them than meets the eye. Come, there's no time to explain!”

Sombra and Spike ran out of the mansion. Fluttershy nodded to herself and ran to the door too.

“Fluttershy, be careful!” Celestia cried, “Monsters have appeared right outside the virtual sphere!”

“R-right!” Fluttershy said. She ran outside, returning to Lyoko's Forest Sector, where she saw Spike and her father, now in the form of the phantom, fighting two krabs and a tarantula.

Fluttershy was about to fire at the tarantula, but two bloks started firing at her from her left. She took to the skies using her wings flying around the bloks as the fired.

“Damn it!” Celestia swore as the elevator opened behind them. Rarity looked and saw Rainbow Dash and Pinkie Pie run into the computer room.

“Applejack told us the super scan went off!” Pinkie Pie said.

“Where are we headed?” Rainbow Dash asked.

“The Forest Sector,” Celestia said, “I'll transfer the three of you a little away from the action. Once there, aid Spike, Fluttershy, and Sombra and take the west path to the tower.”

“Sombra?” Pinkie Pie asked, “He still had a continue?!”

“We'll explain later!” Rarity said, “Let's go!”

“Hey, I'm second in command!” Dash fussed as they ran to the elevator, “That's my line!”

The three of them ran to the elevator and went down to the scanner room. Once they were in position, Celestia got to work.

“Transfer Rainbow Dash! Transfer Pinkie Pie! Transfer Rarity! Scanner Rainbow Dash! Scanner Pinkie Pie! Scanner Rarity! Virtualization!”

The three of them rendered just a few meters away from the fight. Once they landed, Dash rushed off at high speed going right to the krab Sombra was fighting. She jumped on top of it, and threw a kunai at the XANA symbol, jumping off just as it exploded.

“You're Fluttershy's old man, right?” Dash asked, “Look, sorry about earlier. No hard feelings, right?”

Sombra, who seemed to be unable to talk in his phantom form, placed a hand on Dash's shoulder and nodded.

Rarity jumped on one of the bloks and stabbed it in the eye with her sword. As it exploded, Rarity jumped off and used her sword to block the second one's attacks. A golden arrow shot through it, destroying it instantly.

“Spasibo, Fluttershy,” Rarity said as Fluttershy landed next to her. Fluttershy smiled sweetly.

Spike was trying to focus on both the krab and tarantula in front of him, but seemed to be having trouble. Pinkie Pie jumped in and used her Homing Attack on the tarantula, killing it. Spike then jumped away from the krab and shot a green fireball out of his mouth at the krab, destroying it.

“Glad to see you're still on our side, Spike,” Pinkie Pie said petting the cybernetic canine, who licked her face.

“I can send your Tera-Bikes to you,” Celestia said, “The tower's a bit of ways away from your location.”

Pinkie Pie, Rainbow Dash, and Rarity's Tera-Bikes rendered next to them. They ran over to their bikes, but then looked at Sombra and Fluttershy.

“Um… what's Sombra going to do?” Pinkie Pie asked.

Sombra walked over to Spike, who knelt down and let Sombra get on his back. Rarity huffed folding her arms.

“Uh oh,” Dash taunted, “Someone just stole your ride, Rarity.”

“Hmph!” Rarity turned her nose to the air. The group rode (flew) off toward the tower, all the way at the other end of the sector.

Back in the school, Twilight ran until she reached what she viewed as the edge of the Forest Sector. She looked around frantically, going into full panic mode.

“How did I get here?!” Twilight cried, “Fluttershy! Eos! Anyone!” she sat down hugging her knees crying, “Someone… please help me…!”

Around the corner, Discord walked down the hall toward Twilight. Only, this Discord phased in and out like static for a second, and held his hand out charging up electricity.

Sunset and Adagio came in from another hall and saw “Discord” about to attack Twilight.

“Twilight, look out!” Sunset shouted, catching Twilight's attention. Twilight turned quickly and saw Discord, but to her it looked like the most terrifying monster in Lyoko.

The Scyphozoa…

Twilight was frozen in fear, unable to even scream. “Discord” raised his hand to attack…

But Adagio quickly tackled “Discord” to the ground away from Twilight, who immediately shot up and ran away, pushing past Sunset.

“Ahh! Twilight!” Sunset called out, “Shoot, she's getting worse! At this rate-” she was cut off by Adagio screaming. A second later, Adagio went flying into the wall next to her, “Shit!” Sunset turned around and saw Discord walking toward her, but two more Discords appeared next to the central one.

“I see,” Sunset stated, “That makes sense. You can't possess one of us, but you can mimic us.”

The three Discords held out their hands and shot electricity at Sunset, who rolled to the side. She picked up Adagio and ran off, carrying her over her shoulder.

“We need to warn the others,” Adagio stated.

“I know,” Sunset said, “Once I get you someplace safe, I'll call Applejack and Lulu.”

“Yeah, we're still tagether,” Applejack said to Sunset on her phone, “We're lookin fer Sonata and Aria now.”

“Good, I have Adagio with me,” Sunset said, “I don't know where Twilight is now though.”

“We'll find her,” Applejack said, “If she thinks she's in a sector of Lyoko now, she won't run off, else she risks running into the Digital Sea.”

“AJ, look!” Luna called out pointing forward. Applejack looked and saw Cadance standing in front of them. She smiled evilly, and then phased in and out, turning into what Applejack assumed was what Chrysalis really looked like.

The Chrysalis clone rushed at them at high speed and whacked Vice-Principal Luna to the side into a wall.

“Lulu!” Applejack cried, right before the clone kicked Applejack down to the ground, “Now that's jus' cheatin, XANA. Ya could have at least turned inta someone that deserves a good beatin,” the clone looked at Applejack, then phased in and out turning into an exact replica of her, “Now that's a pretty young thing there. Not too sure the hat's a good look though.”

Whether because it wanted to shut Applejack up, or just to move things along, the clone of Applejack rushed at her, pinning Applejack to the ground.

Luna shot up and grabbed the clone, pulling it off Applejack and kicking it in the stomach.

“You okay Applejack?” Luna asked.

“Ya sure didn't have any trouble with that,” Applejack said, “Kickin my look alike like that.”

“Are you kidding? This lets me vent two semesters worth of agony!” Luna said, “I'm going to enjoy this fight.”

The clone looked at Luna, and then turned into a replica of Celestia. Applejack tried so hard not to laugh, but failed almost immediately.

“At least XANA has a sense of humor!” Applejack said through her laughter. Luna sighed and braced herself as the clone rushed at them.

Watching the fight from around a corner, Trixie couldn't believe her eyes. Was that thing some weird hologram or something? Why were Applejack and Luna fighting it? Also, what was this “XANA” everyone kept talking about?

“I need to find Twilight!” Trixie said running off, forgoing referring to herself in the third person. This wasn't about her anymore. Now she knew, Twilight was definitely in danger.

Back on Lyoko, everyone was being chased by a hornet swarm. As they tried to fire at the group, Rarity used her sword to block the attacks.

“Are we getting close to tower?!” Rarity asked.

“I'm sorry, but you all still have quite a ways to go,” Celestia said.

In front of them, two krabs walked out in front of them, blocking the pathway. The only pathway.

“Light Arrow!” Fluttershy shouted, firing a golden arrow from her bow at the krabs, who sadly moved out of the way of her shots. They charged up and fired at Fluttershy, actually knocking her to the ground.

Fluttershy: 60 HP

“Fluttershy!” Dash called out. Sombra motioned for Spike to change direction, and they moved to grab Fluttershy, immediately pulling her onto Spike.

“Daddy, thank you,” Fluttershy said. All Sombra could do as a response was nod.

Pinkie Pie and Rainbow Dash both jumped off their Tera-Bikes at the same time. Dash threw a kunai at the krab on the left, and Pinkie Pie used a Homing Attack on the krab on the right. When both were destroyed, the girls landed back on their bikes.

“The path is cleared!” Dash called out.

“Hold it!” Celestia called out, “Something big is forming right in front of the tower!”

Rarity looked to the side, where she not only saw the activated tower, but she saw the Kolossus forming next to it.

“Kolossus!” Rarity called out.

“We need to lead it away from the tower!” Dash shouted, “Fluttershy can't enter the tower with that thing guarding it!”

The hornet swarm fired at Rarity, damaging her and destroying her Tera-Bike.

Rarity: 70 HP

“The tank is down!” Pinkie Pie cried, “I repeat, the tank is down!”

The hornets all flew down toward her, but Sombra jumped in the way and slashed them back with his scythe. He stepped off of Spike and let him go over to Rarity.

“Are you sure?” Rarity asked, Sombra nodded in response, “Spasibo, Sombra.”

Rarity got on Spike's back and ran off after Rainbow Dash, Pinkie Pie, and Fluttershy, who had taken to the skies again and flew after them. Fluttershy stopped and turned to Sombra as he slashed all of the hornet's shots away with his scythe.

“Daddy!” Fluttershy cried.

“Hey, Your Highness!” Dash called out, “We got a tower to deactivate!”

Fluttershy bit her lip nervously, but she flew after her friends nonetheless. Ahead of them a megatank rolled in front of them, opened up, and fired at them, forcing the four girls to move out of the way of the attack.

“Geez, XANA spiked the difficulty on us again!” Pinkie Pie cried.

“Leave this to me!” Dash said riding her Tera-Bike right at the megatank.

Rainbow Dash VS Megatank

The megatank opened up and fired at Rainbow Dash, but she was too fast and rode away from the attack. She turned and rode behind it and threw a kunai, but the megatank closed right before her attack hit.

“Hey! Are these guys smarter or something?!” Dash asked.

“Dash! I'm picking up another megatank!” Celestia said from the real world, “It's behind you!”

“What?!” Dash shouted right before another red wave hit her, destroying her Tera-Bike and knocking her to the ground.

Rainbow Dash: 60 HP

Just as she rose to her feet, the she saw the second megatank still opened and prepared to fire. She braced herself for that attack, but it never came. Instead, the other megatank rolled over her flattening her.

Rainbow Dash: 0 HP

One of the scanners opened up, revealing a really pissed off Rainbow Dash.

“Goddamn it!” Dash shouted slamming her fist on the side of her scanner.

“Sorry Principal Celestia,” Rainbow Dash said walking into the computer room, “I think XANA's monsters are smarter.”

“His monsters are extensions of himself,” Celestia said, “If he's getting smarter, it would reflect on the monsters in Lyoko as well.”

“Wanna switch places?” Rainbow Dash asked, “I can man the computer from here.”

“Thank you,” Celestia said, “Transfer me near Sombra. When I tell you to, send my Tera-Bike.”

“You got it,” Dash said, sitting down once Celestia rose from the computer and to the elevator. Dash immediately got to work setting up the transfer, “Transfer Celestia!”

Celestia ran out of the elevator rushing right into the scanner, which immediately closed behind her.

“Scanner Celestia!” Dash said, connecting Celestia to her sun goddess avatar, “Virtualization!”

Celestia rendered into Lyoko, dropping a bit behind Sombra, who was slashing the red lasers of the hornets he was fighting away. Celestia calmly walked toward the fight, holding out her hand and charging up her solar energy. She then unleashed it as a golden laser, knocking back a good bit of the hornets and surprising Sombra.

Celestia smiled at Sombra, and then put her focus on the hornet swarm before her.

Celestia VS Hornet

The hornets now focused on Celestia, who elegantly flipped back away from their attacks. She charged up her Solar Blast and fired at the hornets, hitting one but the other three moved out of the way.

“Hrm… XANA has gotten smarter,” Celestia said. Two kankrelats walked up behind her and charged up their lasers to attack Celestia from behind, but Sombra quickly blocked their attacks.

Celestia met eyes with Sombra, and then the two of them put their focus on their respective fighting, staying back to back as they fought.

Elsewhere, Rarity, Pinkie Pie, and Fluttershy were approaching the tower, but stopped as the Kolossus slammed its blade in front of them. Fluttershy flew over the Kolossus and tried to fly toward the tower, but she saw two tarantulas standing guard. They pointed their lasers at Fluttershy and fired at her continuously, forcing her to fly out of the way of their shots.

“Pinkie Pie, I can't get close to the tower!” Fluttershy cried.

“Leave it to me!” Pinkie Pie said. She jumped off her Tera-Bike and ran toward the tarantulas on all fours. Just as she was about to attack though, a megatank's blast shot her in the side knocking her away.

Pinkie Pie: 30 HP

“This isn't good!” Pinkie Pie said rising to her feet, running away when she saw the megatank charging up a second attack, “I'M UNDER LEVELED FOR THIS FIGHT!!!”

As the rest of them struggled with their fights, Rarity jumped on the Kolossus' back and began climbing it while Spike ran around it shooting fireballs at it. Once she reached the head, she pulled out her sword and thrust it right into the XANA symbol on its face. The Kolossus cried out in anger and thrashed around to throw Rarity off it, but she held her ground in determination.

/I'm going to kill you this time!/ Rarity said in Russian, /I swear, I'll take you out, Kolossus!/

After finishing their fights, Celestia and Sombra rode to the tower on Celestia's white and golden Tera-Bike. Celestia shot her Solar Blast and shot at the megatank, actually knocking it back a bit. She turned the Tera-Bike to the side stopping it, and Sombra used the momentum to rolled off the bike and run to Fluttershy's aid.

“Hey Sombra! More monsters coming! They're about to target-”

Sombra was shot in the stomach, and fell to one knee.

“Sombra!” Celestia cried.

“Hey um, guys?” Dash asked, “Sombra doesn't have a life bar.”

“He doesn't?” Celestia asked.

“I've been looking and looking, but nothing comes up,” Rainbow Dash said nervously, “What does that mean?”

“Sombra doesn't have any human DNA,” Celestia said, “He exists as fragments of data within the network, but he's a foreign agent in Lyoko.”

“Doesn't that make him invincible here then?” Dash asked.

“No, Rainbow Dash. It's actually the exact opposite,” Celestia pointed out, “It makes him more vulnerable against XANA's monsters.”

“No!” Fluttershy cried, “I have to save him!”

Fluttershy flew down to Sombra's side and pulled out her bow, firing Light Arrows at the krabs. She destroyed them, but they were joined by four hornets. They returned fire, actually hitting Fluttershy in the stomach.

Fluttershy: 40 HP

“Fluttershy, you have to get to the tower!” Dash fussed, “You've lost, like, half of your hit points!”

“But if I leave him, he's going to die!” Fluttershy cried rising to her feet, “I don't care if he's just bits of data! These bits of data are all that's left of my father!” she prepared another Light Arrow, but a took another shot in the stomach, this one being from a krab.

Fluttershy: 20 HP

“If you take another hit, you're going to be devirtualized!” Dash exclaimed.

“I know…” Fluttershy sobbed, “But if I leave, XANA will…”

Sombra looked at Fluttershy intently, rose to his feet, and walked ahead standing in front of his daughter. As the monsters all charged up their attacks again, Sombra held his hands out, taking the hits for Fluttershy.

“SOMBRA!!!” Celestia cried before jumping away from a megatank's attacks. Pinkie Pie rushed over to them, but the megatank turned to her and hit her in the back.

Pinkie Pie: 0 HP

“NYET!!!” Rarity cried. The Kolossus knocked her off, but she was caught by Spike and taken off to the side, “Spasibo Spike,” Rarity said. She and Spike were about to run to help too, but the Kolossus slammed its blade in their way and looked right at them, almost glaring at them.

“Chert!” Rarity swore to herself, Spike growling at the Kolossus.

Twilight ran into a classroom. To her though, it looked like the inside of a tower.

“Why isn't anyone helping me?!” Twilight cried falling to her knees, “I just want to go home!”

The classroom door opened, and Trixie ran inside.

“Twilight!” she called out running to her aid, “Twilight, are you okay?! Look at me!”

Twilight looked up at Trixie, but instead saw the Scyphozoa hovering over her.

“NO!!!” Twilight screamed backing away, “Stay away from me XANA!!!”

She held out her hands to charge up her energy blasts and fired at her target. To Trixie though, Twilight just held her hand out.

“What are you… doing…?” Trixie asked, “It looks like you're… shooting something…?”

The door opened again, but this time Aria and Sonata ran in.

“There she is,” Aria said, “Glad we found her.”

“What's going on with Twilight?” Trixie asked getting in front of the two girls, “She keeps thinking I'm something called “XANA”, and she seems terrified.”

“Don't worry about that,” Sonata said skipping over to Trixie, “We'll take over from here.”

Sonata tried to grab Twilight, but Trixie grabbed her arm and pulled Twilight behind her. Naturally, Twilight screamed, but Trixie didn't care.

“Why should Trixie give Twilight to you?” Trixie asked harshly, “Trixie is Twilight's best friend, and she's worried about Twilight!”

“Then you need to give her to us,” Aria said, “We'll take care of her.”

“Why can't you tell Trixie what's going on then?” Trixie pressed, “She keep seeing everyone running around, and earlier I heard Applejack and the Vice-Principal mentioning that the Principal is at the factory! What does that mean? What's going on at the factory?”

“It's none of your business what's going on at the factory,” Aria stated, clearly getting annoyed, “Now give Twilight to us, now!”

Aria lunged at them, but Trixie quickly pulled Twilight away and an out the door. Aria and Sonata frowned at that, and then gave chase.

To Twilight, she saw the Scyphozoa pulling her away. She tried to pulled her arm free, but stopped when she saw the Scyphozoa slowly change shape. It how had a white glow around it, and instead she was seeing Trixie.

“T-Trixie…?” Twlight asked fearfully.

“Trixie will protect you, Twilight,” Trixie said giving her an honest smile, “You're safe now.”

Something shot at Trixie, knocking her into a wall and making her let go of Twilight's hand. Twilight looked and saw from her POV the actual Scyphozoa hovering over the glowing Trixie.

But to Trixie, it was one of the Discord clones.

“Twilight…!” Trixie said turning to Twilight, “RUN!!!”

Twilight shook her head in fear, unsure of what to believe, but in the end she ran off. The Discord clone scowled at Trixie, and then resumed its hunt for Twilight. Trixie reached for the clone, but soon fell out unconscious.

“Daddy, stop!” Fluttershy cried as the monsters continued to fire at him, “If you don't you'll die!”

“Fluttershy, I think your dad's trying to say something,” Dash said from the real world, “A message is appearing on the screen.

“Fluttershy, getting to see you again was the greatest gift I could ask for,” Dash read for Sombra, who turned to look at Fluttershy, “I had Spike bring you to Lyoko so I could apologize to you for creating this monster and causing you so much pain. I've wanted to talk to you for so long, but all I could do was watch, and pray that you'd live.

“But I see that I had nothing to worry about. You have such wonderful friends, who time and time again risk everything for you. I had hoped one day you'd get friends that were your own age, and seeing this, I couldn't be happier. But it's because of those friends that you have to live. You're the only one who can save Twilight. The only one who can deactivate that tower. Please Fluttershy, leave me and go.”

“But… I can't lose you again!” Fluttershy cried, breaking down completely, “If you live, maybe we can use the materialization program to-”

“No Fluttershy,” Dash continued for Sombra, “The program won't work for me. All I can do is project myself in the network, but I'll never be human again. This is my punishment, my curse, but I don't want you to suffer anymore because of me,” Dash sounded like she was crying from outside, “XANA has destroyed your past, but now you have a wonderful future. Don't waste it clinging to things that have long passed on. Go to the tower, and live. Live on for your mother, and for me. Though my body will decay, your memories will always keep me alive. I love you so much… Fluttershy.”

“Daddy…!” Fluttershy sobbed. She wiped her eyes, rose to her feet, and ran past the monsters, and past her father, to the tower. Sombra turned to Celestia and held out his hand. Celestia held out her hand, letting her tears flow freely.

One of the krabs shots went through Sombra, who slowly fell back.

“SOMBRA!!!!!” everyone except for Fluttershy shouted. Fluttershy stopped in front of the tower, tightened her fists, and then phased into the tower.

Fluttershy ran to the center of the tower, and allowed herself to be lifted to the platform above her.

Twilight was backed up against a wall as two clones hovered over her. One being Discord, and the other being ironically, Celestia, but all Twilight saw were two Scyphozoas. One one end of the hall, Sunset ran in by herself, but on the other end, Applejack and Luna ran in.

“Twilight!” Sunset cried.

“We're comin!” Applejack shouted. As they ran to her aid, another clone, the Chrysalis clone grabbed Luna and held her against the wall.

Fluttershy landed on the platform and calmly walked over to the holographic kayboard, where she began typing to break its security.

Sunset and Applejack both grabbed one of the clones, but both of them were thrown off. Twilight saw both Sunset and Applejack's Lyoko forms fall to the ground in front of her.

“Applejack! Sunset!” Twilight cried. She ran off, bumping right into Adagio, who embraced her tightly.

“Shh…” Adagio shushed the struggling Twilight, now flanked by her sisters, “It's okay now, Twilight Sparkle. The game's over.”

The keyboard vanished, revealing the holographic touch screen, where she immediately placed her hand.

FLUTTERSHY

CODE

LYOKO

In the school, all the clones vanished, becoming static. Sunset, Applejack, and Luna all sighed in relief as Sunset's phone rang.

“Hey,” Sunset said answering her phone.

“Mission complete,” Dash said softly, “Did you guys… find Twilight?”

“Yeah, we did,” Sunset said, looking at Adagio, Aria, and Sonata as they worked to comfort Twilight, “We're bringing her to the factory now. Everything okay on your end?”

“N-not really,” Dash said, “I'll fill you in when ya get here, okay?”

Dash promptly hung up, and Sunset looked at Adagio and her sisters intently, frowning at Adagio a bit.

Outiside of the tower, all of the monsters vanished, including the Kolossus. It seemed they were there solely to kill Sombra. Everyone gathered around Sombra's avatar as it slowly broke apart, Celestia sitting with Sombra resting his head on her lap.

“You did it, Sombra,” Celestia said softly, “You redeemed yourself,” Sombra slowly raised his hand to Celestia, cupping her face lovingly, “I'll take care of Fluttershy. I promise. I love you… Sombra.”

Sombra nodded slowly, and then his hand fell limp. His entire body broke apart at that moment, and Celestia hugged herself tightly breaking down. Rarity knelt down next to her and embraced her, as Spike howled sadly.

Dash slammed her fists on the dashboard in anger, crying in both sadness and frustration.

“Fuck you XANA…!” Dash seethed, “FUCK YOU!!!”

Pinkie Pie wrapped her arms around Rainbow Dash. Both of them were crying, but shockingly Dash was crying the hardest. Probably more in anger than anything.

Inside the tower, Fluttershy was on the floor completely broken. This was the hardest she had ever cried in her life. Now her entire family was definitely gone.

“Good bye… Daddy…” Fluttershy sobbed, “I'll never… forget you…”

end song

Back in the school, Snips and Snails were making their way back to their room after getting some late night gaming in. Yeah, they knew it was past curfew, but they had been doing this since the beginning of the school year, and no one caught them.

They turned the corner, and were shocked to see Trixie of all people lying on the ground hurt.

“Great and Lovely Trixie!” Snips and Snails cried out at the same time running to her side.

“Let's get her to her room!” Snails cried. Snips nodded, and the two boys carried their older friend to her room. They didn't know, but Sonata stepped out from behind a corner watching them.

It didn't take long to get Twilight cured of the virus, which turned out to be of the same variety as the one that caused Rarity to be put in a state of perpetual fear months ago. Twilight was now resting back in the nurse's office, and Adagio and her sisters went back to their rooms to rest. This left only the core members to talk among themselves in the Everfree Mansion, but Fluttershy was as usual in her room by herself.

“It's jus' too strange though,” Applejack said, “How did Twilight get infected like that?”

“She never went into Lyoko,” Rarity said, “Nor was she ever close to scanners.”

“Could that have also been connected to the tower?” Pinkie Pie asked.

“Not likely,” Vice-Principal Luna said walking into the living room, “She was like that before the tower activated. It seems more like the tower was meant to keep us distracted.”

“So what? Was this entire attack just XANA's idea of a prank?” Dash asked harshly, “If so, he has a real sick sense of humor!”

“Dash, calm down,” Sunset requested.

“Fuck no I'm not calming down!” Dash shouted rising to her feet and pacing around, “Fluttershy finally found her dad, and XANA just takes him out?! Oooh, when I get my hands on him, I'm gonna rip him apart!”

“Right now, we need to focus on how Twilight got hurt in first place,” Rarity stated, “Revenge on XANA comes later.”

“Sunset, you were with Twilight before, right?” Applejack asked, “Any idea how this happened?”

Sunset closed her eyes and frowned, “I have… something at least. Trust me though, I don't plan on letting XANA get that close to Twilight ever again.”

“Neither do I.”

Everyone turned to the door and saw Fluttershy standing there. Her eyes were a little cloudy, showing that she had probably just finished crying.

“Hey, I'm sorry about your dad,” Dash said, “If it means anything, I-”

“I don't want to think about that right now,” Fluttershy said, “If I do, I'll start crying again. My main concern right now is destroying XANA.”

Rainbow Dash met eyes with Fluttershy, and then nodded, “Alright then, I'll do the same.”

“I'm going to go back to work on the anti-XANA program,” Sunset said walking to the door, “The sooner that's done the better.”

“Sunset,” Fluttershy called out stopping her, “I… um… be careful Sunset. My father mentioned…”

“Trust me, I'm always careful,” Sunset said, “You know what they say though, keep your friends close, and your enemies closer.”

She walked out the mansion, leaving everyone there a little shocked. All this time, did Sunset Shimmer…?

Sunset walked back to the school building, a serious look on her face. She saw Adagio beginning to make her way to the nurse's office, but she also saw Celestia walking toward the building from another path. Sunset glared at Adagio, and then walked up to her, wrapping an arm around her.

“Hey Adagio!” Sunset said with a smile, “What ya doing?”

“I was just going to check on Twilight,” Adagio said, “Sonata was worried about her, so I figured I'd at least see if she was recovered.”

“Let's check on her tomorrow,” Sunset said pulling Adagio away, “I have plans for you, Adagio.”

“Oh? What sort of plans?” Adagio asked. Sunset pinned Adagio to the wall and kissed her, passionately and ferociously. After a second, Adagio wrapped her arms around Sunset, returning the gesture. While they kissed, Celestia walked right past them, completely unaware of the make-out session happening behind the corner.

The two girls separated, a trail of saliva between them as they looked in each others eyes.

“Why don't we finish this in our room?” Adagio requested.

“That, is exactly what I had in mind,” Sunset said. She and Adagio walked off back to their room, but Sunset took one last look at the building they were leaving. She secretly sighed in relief.

Don't worry Twilight. I'll keep protecting you, no matter what I have to do.

Celestia walked to the nurse's office, and peeked inside. She saw Twilight lying on her side, her back turned to the door.

“Twilight, are you still up?” Celestia asked softly.

“Yeah… come in,” Twilight said, not turning to face Celestia yet. Celestia walked inside and sat down next to Twilight.

“You've been through quite a bit tonight, haven't you?” Celestia asked.

“I lost…”

“Hm?” Celestia asked.

“XANA wanted to break me, and between the last attack with the tanks and this last one, I can see that he's succeeded. Just the thought that I was back in Lyoko had me crippled with fear. I'm not like you and the others, Eos. I'm weak.”

“No Twilight, you're not weak. You're no weaker than I am,” Celestia said, reaching into her pocket and pulling out a box of cigarettes, putting them on the bed stand next to Twilight, who looked at them in shock.

“Eos…” Twilight slowly sat up and looked at her mentor, “Are those…?”

“I had quit, you know?” Celestia said somberly, “I was quite proud of myself for kicking the habit, but after being held by XANA for so long, I broke down and fell off the wagon. Lulu is quite frustrated with me, but she knows how sensitive I am. In fact, I still can't sleep by myself.

“It's hard staying strong, especially right now. Believe me, I want to just break down and cry after what happened today. I loved Sombra so much, even though I knew he was still upset at the loss of his wife. But breaking down isn't going to help anyone,” Celestia embraced Twilight tightly, “Remember what you told me the day I revealed myself to you? You told me that XANA was winning, because he had me in hiding. It's the same here, Twilight. You are right that he beat you, but he hasn't won as long as you get back up. I'm not going to force you to fight. The only one who can do that is you,” Celestia stood up and walked to the door, “You never stopped believing in me, Twilight, so I won't ever stop believing in your either. I know you're stronger than this, and that you'll beat XANA.”

With that, Celestia walked out of the room. She knew that Twilight wouldn't stay down too long. She just needed to remember why she fought so hard in the first place.

“There you are,” Luna said to Celestia when she walked out of the building, “Think Twilight will be okay?”

“I know she will,” Celestia said, “For now, let's get some rest.”

Celestia walked over to Luna, who wrapped an arm around her older sister as they walked to Luna's car. This was how Celestia kept it together for so long. She wasn't strong in the slightest. She just had her beloved knight protecting her like always.

Just like when they were kids, Celestia could always rely on Luna.

“Eos…” Twilight said to herself, holding her hands over her heart, “You still believe in me. But… I don't know if I can…” she broke down, “I'm sorry… everyone…”

Ending Theme: Can't Fight the Moonlight

Author's Note

I'll try not to make you guys wait too long for the next chapter, but as you can clearly tell, the final fight is coming up, so I need to make these chapters perfect.

If you loved this and want to support me, then please consider donating to my Patreon. Just a short amount would do wonders.

33: Endgame pt. 1

Author's Note

So here it is people. The moment we've all been waiting for. As of this writing, both parts are finished, so I'll upload the second part right after this one, just like how MLP does with their final episodes.

I want to in advance thank everyone who made this possible. Special thanks go to:

Ajustice90 for helping me with the Twilight arc and acting as co-writer.

Blank_Scroll for letting me continue to use your OC and being staff for Canterlot High (don't worry about your donation. I'll still be here when things become more stable on your end. :twilightsmile:)

And finally, ShadowLDrago for your commentaries (which were so much fun to read) and for just overall being a great friend.

And that goes out to all of you. Everyone who read, commented, gave constructive criticism, made me think about my antagonist, and just overall enjoyed this piece of work, I love each and every one of you, and consider you all friends. I sadly don't have a good track record with completing works, but that's because my mind is always working. This one though, I had to complete, and I'm very proud with how this turned out.

So I hope you enjoy these final few chapters. There will be an epilogue chapter after the final fight, (which I'm going to work on today) but for now, enjoy these chapters. Keep being awesome, people.

Link to my Patreon!

33: Endgame pt. 1

Theme Song: A World Without Danger

33: Endgame pt. 1

When Trixie came to, she saw that she was back in her room. She was a little sore, but nothing too serious. She looked out her window and saw that it was morning now. Did she dream everything that happened last night?

No… she remembered it all so vividly. Twilight was in danger, and those things were…

“Twilight!” Trixie cried shooting out of bed. Before she could even think of whether or not what happened was real, she heard her cellphone ring, “Hello?”

“Oh good, Snips and I were worried, Great and Lovely Trixie,” Snails said from the other end.

“Worried…? Why?” Trixie asked.

“We found you lying in the hallway unconscious,” Snails said, “We didn't know what else to do, so we just took you back to your room. Was that okay?”

“Yes! Yes, you uh… you were wonderful,” Trixie said, realizing that she really didn't give those two enough credit, “T-thanks…”

“Hey, what are friends for, right?” Snails said, surprising Trixie. She knew that they were her biggest fans, and that both of them had a monster crush on her, but they considered her their friend? Thinking about some of the things she might have said or thought about them made Trixie feel like a real bitch all of a sudden.

“Snails, I…” she then realized something. Snails said that he and Snips found her outside unconscious. That meant last night wasn't a dream. It was real. Twilight was in danger!

“Oh my God…” Trixie said to herself, trembling a bit.

“Great and Lovely Trixie? Are you okay?” Snails asked.

“Trixie has to go right now!” Trixie said, “Um… tell Snips I said thanks. I really really owe you guys.” She hung up and ran out of the room to the school gate. It was a good thing today was a weekend, because she needed to investigate something.

She needed to know what was at the factory.

It took a minute for her to find the place, as it was in a part of town she rarely ever visited. Still, she eventually found the abandoned building. Trixie slowly walked on the bridge, wondering what was so special about this place. She had heard that ten years ago there was an accident here. Did that have something to do with Twilight?

No. Twilight would have been only 4 around that time.

When she got inside she saw the elevator working going up. She quickly hid as Aria and Sonata stepped out.

“Everything is about ready,” Aria said.

“All that's left is to get the source codes,” Sonata added, as if finishing Aria's thought, “Pretty soon, both Lyoko and the real world will belong to us.”

As they left, Trixie stepped out from her hiding spot and watched them. She remembered they were after Twilight yesterday. Were they connected to this “XANA” Twilight kept talking about?

Trixie took the stairs down to the elevator. It seemed like it still worked. She slowly went inside and pushed the down button. When she saw the state of it, she half expected it to actually be broken, but sure enough the elevator closed and went to the floor below.

Trixie backed up against the wall, afraid of how rickety the elevator was. When it stopped and opened though, Trixie was amazed by what she saw. The room looked so much newer than any other part of the factory. In the center was a large hologram, and hooked to said hologram was a really complex and powerful computer.

“Twilight… is this… yours…?” Trixie asked walking around the room. As terrified as she was, Trixie had to admit that she was somewhat intrigued by it. She didn't tell people this a lot, but she did like computers. Her saying that she was a genius wasn't just for show.

Truth was, her IQ was around 178. That was the one thing she didn't brag about.

She sat down at the computer, where she found what looked like an instruction manual poking out of a partially open drawer. It looked like it had recently been opened.

“Were those two reading this?” Trixie asked. She pulled out the book and opened it. Following the instructions, she actually figured out how to turn the screen on. She was surprised. While it was complicated, she could figure out how to work this pretty easily.

“Scanners? Connect to the computer for added protection?” Trixie shrugged, realizing that doing that sounded like a pretty good idea. Hey, what was wrong with more protection, right?

It took a few minutes to figure out how to get them to work, but after a while she managed to get the scanner turned on.

“Now, according to this…” Trixie said looking back at the instruction manual, “Once I enter the scanner, it will automatically scan my information, and save it into the computer. Is this supposed to… take Trixie somewhere…?”

She finished setting up the scanner, and then skipped to the elevator, taking it down. She knew that she was probably not supposed to be here, but she couldn't pass this up. It was rare for her to get to be herself. Besides, she needed to know what Twilight was doing.

Trixie arrived in a bright room, all four scanners opened as if waiting for someone. Trixie hesitated for a second, but then slowly stepped inside, worried when the scanner she was in closed behind her.

“Hey! HEY!” Trixie screamed, pounding on the door, “Trixie didn't think the door would close! Help!” she stepped back as bright lights started flashing around her, and she felt her body being lifted up.

Back outside on the computer, an avatar shaped sort of like a witch was created and rendered.

Inside of the scanner, there was a white flash. Trixie screamed as she felt herself pulled through a tunnel. After a few seconds, she appeared outside it seemed, and she felt her body put itself back together. Once she fully rendered, she dropped down, resuming her screaming session from before.

All the way until she landed… flat on her butt.

“Ow…” Trixie fussed nursing her backside. She looked around wide eyed. She was now in what looked like a desert. Everything looked weird though. It looked CGI, like she was in a video game of some sort.

She stood up, immediately realizing that her attire had completely changed. She was now wearing a dark blue leotard like a playboy bunny, black sheer stockings, and dark blue high heels. Around her neck she had a long purple cape hooked with a magic wand shaped emblem, and on her head was a large witch's hat.

“What in the world…?” Trixie asked looking around, “Not that Trixie doesn't like it, but this is a lot sexier than what she usually wears.” She noticed that next to her was a long staff with a red orb at the end. Did that belong to her?

Was she some sort of mage?

Realizing that she A) needed to find her way back home, but B) needed to learn more about Twilight, she pressed onward, her cape bellowing behind her as she sauntered ahead.

After the time they had last night, Sunset and Adagio felt more invigorated than ever, so they had no problem getting back to work on the anti-XANA program. It was hard, as they didn't have Twilight there to supervise, but Sunset had an idea on how to go about it.

“So… XANA is a multi-agent program, right?” Sunset asked Adagio.

“Mm hm,” Adagio nodded, pacing back and forth in their room.

“I was thinking, what sort of program would be needed to take out something like that? Wouldn't it have to be multi-agent as well?”

“It would,” Adagio said, “We'd need something that could reach out and destroy everything that has XANA's IP address.”

“Exactly,” Sunset said, “Which is why I think this is going to work.”

“What do you have planned?” Adagio asked, now leaning over the computer next to Sunset.

“We know that the source codes are needed, and they enhanced everyone's Lyoko forms. What if we're making this more complex than it needs to be? What if instead of figuring out how to implement it as a separate program by itself…”

“We turn it into the same thing as the Lyoko source codes…” Adagio finished, “Wouldn't that alter Twilight's form?”

“Probably,” Sunset said, “It would definitely give her the same advantage as the others. The only issue is how to use it. Can we just launch it into the air in Lyoko?”

“Mm… I doubt it,” Adagio said shaking her head, “We'd have to hit something of XANA. Like an actual piece of him.”

“An actual piece… huh?” Sunset asked looking up at Adagio.

“It couldn't be just one of his monsters though,” Adagio continued, “It would have to be something directly connected to his network.”

“Something like… the scyphozoa maybe?” Sunset asked.

“It's the only thing I can think of,” Adagio said, “Anything else is just controlled by XANA, but its not directly connected to him.”

“Okay then,” Sunset said typing furiously on the computer, “I think I know what to do now. Give me just a few minutes, okay?”

Back in Lyoko, Trixie stopped and hid behind a rock as she saw two krabs patrolling. It looked like they were searching for something or someone. She looked at the krabs closely, and saw a familiar symbol on their heads. It was the same weird eye looking thing Trixie saw on the thing that was chasing Twilight.

“That must be XANA,” Trixie said, “They look busy, I should probably go the other way then.” She slowly turned around, but screamed in shock when she saw a hornet hovering behind her. It shot her in the stomach, knocking her out of her hiding spot.

Trixie: 70 HP

Trixie slowly forced herself up, noticing the two krabs behind her. She screamed and ran away as fast she could as the monster chased after her.

“Why are you chasing Trixie?!” Trixie cried, screaming and ducking under the laser shots, “She just wants to know about Twilight!” on instinct she pointed her staff out at the monsters behind her. The wand charged up energy, and then fired a purple ball at the hornet. It was stunned by the attack, and then fell to the ground exploding.

Trixie stopped and turned to the monsters once she realized what she did.

“This thing… is a weapon…?” Trixie asked looking at the staff. She then held it ready glaring at the monsters.

Trixie VS Krab x2

The two krabs charged up their lasers and fired at Trixie, who used her staff to create a barrier. She then held her hand on the barrier pushing it forward, hitting one of the krabs and knocking it back.

“Huh, so this thing can use a number of spells then,” Trixie said, “But I can't seem to kill them yet. Unless…” she looked at the eye symbol again and smirked. Trixie jumped away from one of the krabs attacks landing on a higher platform.

“Presenting the now renamed Great and Powerful Trixie!” Trixie proclaimed, “Please hold your applause until the end of the show, as I will now make my two assistants disappear!”

She pointed her staff at the krabs, this time shooting her orbs point blank at the eye symbols. Just as she thought, the monsters exploded instantly.

“So the eye is a weakness,” Trixie said, unaware of the manta hovering behind her, “That's good to know. But I still can't find the-” she was cut off as the manta hit her in the back, knocking her off her ledge.

Trixie: 30 HP

“Not fair…” Trixie pouted, “You could have at least said something first. Attacking from behind is cheap.”

Trixie turned around and saw three mantas now flying behind her. Realizing that these were probably stronger than the other monsters, Trixie ran for her life. She saw a tower looking structure ahead. Was that a safe zone of something? Was it an exit?

Either way, it was better than getting shot at.

Sadly, she never reached the tower, as one of the mantas fired her in the back again, knocking her to the ground and causing her body to break apart.

Trixie: 0 HP

Trixie's entire world went white, and at first she panicked thinking that she had died. However, the white opened up, revealing itself to be the door of the scanner. Was she still inside that machine the whole time? Was none of that real?

No, it was real. She felt everything like it was actually happening.

Trixie fell to her knees in the scanner taking deep breaths to calm herself down. Now she really knew that Twilight was in danger. Should she tell the authorities about this? No, that wasn't a good idea. If Twilight thought they'd help, she'd have told them herself. It looked like some of the school faculty knew about this, at least the Principal and Vice-Principal did.

But who else knew? Did all of Twilight's group of misfits know? Was this why they were always together?

“Trixie needs to get out of here,” Trixie said scampering to her feet and running out of the scanner room. She needed to see Twilight and ask her about this. What was that other world? What was this computer? And more importantly…

What was XANA?

“Annnd done!” Sunset said.

“It's finished?” Adagio asked running to Sunset's side.

“Yep yep! Everything we need to destroy XANA is right in this flash drive,” Sunset said holding out a red and orange flash drive. Adagio lit up and wrapped her arms around Sunset.

“We did it! We actually did it!” she cheered.

“Damn right we did!” Sunset said, turning around and returning the embrace, “Thank you so much Adagio! I couldn't have done this without you!”

“All I did was act as a consultant,” Adagio said, “You did the real work. Why don't you let me take over from here? You deserve a good rest.”

“Ahh… you know what? I think I wanna give this right to Twilight. Gotta let her know the good news, right?”

“Oh, I can take that to Twilight,” Adagio said, “She's on the way to where I'm meeting my sisters anyway.”

“You know I appreciate it, but I wanted to go see Twilight anyway,” Sunset pressed, “It's no big deal, Adagio. I'm just going to go and-” she tried to rise out of her seat, but Adagio pushed her back down.

“You need to rest, Sunset Shimmer,” Adagio said, “Give me the flash drive, and let me take it to Twilight.”

“I can't do that, Adagio Dazzle,” Sunset said, looking right at Adagio.

“Why not? You act like you don't trust me,” Adagio said leaning in close to Sunset and kissing her tenderly on the lips.

“You're right,” Sunset said returning the kiss, “I don't trust you, XANA.”

Adagio's eyes went wide. She then smirked at Sunset, giving her the same sinister smile that XANA always gave inside Twilight's body.

“You knew all along, didn't you Sunset Shimmer?” Adagio asked.

“Anyone who's seen you would know immediately,” Sunset said smirking, “I remember when you took over Twilight's body, you had the same sexual mannerisms you do now. Also, I spoke to a few of the Architects in my spare time, and asked them what sort of person you were. It was Chaos who told me that you have an overtly sexual nature, and you prefer female forms, which tells me that you identify yourself as female, right XANA?”

“Truth is, I don't have a single gender like you limited humans do,” Adagio said, “But, I do prefer female forms. They're so much softer, flexible, agile, and in my opinion,” she leaned in close, “so much more fun.”

“Mm, I bet,” Sunset said with a smirk, “So I figured you wouldn't be able to resist the chance to have as much fun as possible, especially with another girl.”

“Is that why you were so eager to date me?” Adagio asked, “You just wanted to keep a close eye on me?”

“Eh, since we're being honest,” Sunset looked away smiling, “The form you're using is my type. Long hair, killer body, and smart as all hell. Come on, how was I not supposed to start lusting after you?”

“You really are a disgusting human being, aren't you Sunset Shimmer?” Adagio asked.

“Yeah, I am,” Sunset said, “I'm selfish, I use the accounts of rich people to pay for everything, I use people all the time to get what I want, and as you see, I'm not above using my body either. But one thing that I can honestly say about myself, is that my friends matter to me more than anything. Everything I do is to protect them.”

“Why do you work so hard for them?” Adagio asked, “Why care so much when you yourself are so selfish?”

“Maybe because I could have no friends at all, but instead I have six. Six girls who are truly the best friends I've ever had. So go on XANA, do your worst. I'm not afraid of you, never was, and never will be.”

Adagio's face darkened into a hateful glare, “That, will be your undoing, Sunset Shimmer.”

Adagio grabbed Sunset by the collar of her jacket and lifted her off from her seat. The two of them wrestled for a bit, but then Sunset kneed Adagio in the stomach, forcing her to release her. Sunset ran out of the room, but was tripped by someone holding out their foot. She looked up and saw Aria and Sonata standing over her, Adagio walking in between them.

All three of them had the same sinister smile.

“They're your lackeys, aren't they?” Sunset asked, “Either a krab or megatank or something, right?” Sunset was shocked when Sonata laughed.

“Silly Sunset, you really think it's that simple?” Sonata said.

“My existence can't be contained in just one body,” Aria said.

“Besides, this means there's more of me to love,” Adagio finished. Sunset couldn't believe her eyes.

“Oh my God…” she said looking up at the three girls that now circled around her, “The three of you are so close… and always finish each others thoughts. That means…”

“I…” Aria said.

“Am…” Sonata added.

“XANA…” Adagio finished, her eyes glowing red. All of a sudden, Sunset's entire world went dark.

“She made that too easy,” Aria said picking Sunset up and carrying her over her shoulder.

“Yes she did,” Adagio said, “Let's take her to the core sector. She doesn't have a source code, but she will pose a problem if left alone.”

“I'll get everything set up,” Sonata said, “I'll activate all the towers we need.”

“While we deal with securing the core,” Adagio said, “Even though we're the same, remember that we are still separate. Watch yourselves at all times.”

“Please be safe,” Aria begged, “Don't let anything happen to you while we're separated.”

“I'll be careful,” Sonata said, “Just… don't leave me alone for too long.”

“After this, we'll never have to be apart again,” Adagio said, putting her hands on her sisters' backs, “Good luck sisters.”

The three of them walked out of the building, unaware of Applejack and Rarity hiding behind corners listening to them.

“Damn it… We were too late,” Applejack fussed.

“What's worse, they have anti-XANA program now,” Rarity pointed out, “What do we do?”

“For now, we gather everyone,” Applejack said, “Call everyone an' tell them ta meet us in Twilight's room.”

“Dah,” Rarity said nodding before she and Applejack ran off.

It didn't take long for everyone to get there. Dash and Pinkie Pie ran in only a few minutes after they sent the text, and Fluttershy wasn't too far behind. Much to everyone's sadness though, Twilight was absent.

“Guess she's still not up for it,” Dash said.

“She's been through too much,” Rarity pointed out, “We shouldn't force her to fight.”

“Exactly, especially with who we're up against,” Applejack sighed folding her arms, “Rares an' Ah confirmed it. Adagio, Sonata, an' Aria are XANA agents.”

“I had a feeling,” Pinkie Pie said somberly, “I was really scared when I heard them talk.”

“Daddy told me that they were related to XANA too,” Fluttershy said looking down, “I sort of suspected it, but I didn't have any evidence to support it. They didn't seem like specters or anything.”

“That's because they're not,” Applejack said, “Ah don't know how it's possible, but from how they were talkin ta Sunset, Ah think they actually are XANA.”

“Whoa, you mean, like, he came out here, directly?” Rainbow Dash asked.

“Somehow, yeah. At least, as directly as he could,” Applejack said.

“It doesn't make sense to us either,” Rarity said, “But I'm sure I saw Adagio's eyes glowing red for a second when she spoke.”

“Hey, where's Sunset?” Pinkie Pie asked looking around.

“That's the other piece of bad news,” Applejack said, “XANA captured Sunset, along with the anti-XANA program she was creatin.”

“That was XANA's plan!” Fluttershy cried, “To help us create a one hundred percent means of taking him out, and then taking that for himself!”

“The item of my undoing will be sealed away in my secret vault,” Pinkie Pie pointed out, “Damn it, XANA read the villain's hand book.”

“So now what?” Rarity asked, “XANA has Sunset and thing we need to delete him.”

“That's an easy one!” Dash said slamming her fist in her palm, “We hunt XANA down, save Sunset, get the program back, and kiss XANA goodbye once and for all!”

“Yeah, we gotta take him out while we got a chance,” Applejack said, “He's got us good, again,” she rolled her eyes, “but we can turn this into a victory for us. All we gotta do is-”

They were cut off by a loud barking from the computer. They all turned and saw Spike barking at them frantically to get their attention.

“Schtoh sloochelys, Spike?” (What's wrong, Spike?) Rarity asked in Russian. Spike barked one more time, showing multiple screens of the Super Scan going off.

TOWER ACTIVATED

LOCATION: FOREST REPLICA 23

19 LAT, 42 LONG

LOCATION: DESERT REPLICA 87

32 LAT, 11 LONG

LOCATION: SECTOR 5 REPLICA 55

44 LAT, 23 LONG

LOCATION: ICE REPLICA 94

17 LAT, 19 LONG

The girls all looked in horror as tower after tower activated in all the Lyoko replicas they had tagged, probably also in a few of the ones they didn't get to tag yet also.

“This… is terrible…” Rainbow Dash said.

“So many towers… all at once…?” Rarity asked.

“We need ta get to the factory,” Applejack said, “Let's get movin!”

All five of them ran out of the school building, completely unaware that they ran past Trixie, who was looking at them all in shock.

“Are they…?” Trixie asked before gasping in shock, “They're going back there now!” she looked around panicking a bit, unsure of what to do.

“Great and Lovely Trixie!” Snips called out from behind her. She turned and saw Snips and Snails waving to her. Trixie felt so overcome with emotion, and before she knew it, she ran over to them in tears, hugging both of them.

“Uh… you okay Great and Love-”

“Trixie!” Trixie called out through her tears, “Please… just call me Trixie…”

Snips and Snails looked at each other confused, but then wrapped their arms around the crying older girl, who for the first time in her life had no idea what to do. Something was telling her that Twilight was in a lot of danger.

Even worse, the whole world might actually be in danger.

In one of the Sector 5 replicas, Sonata walked in between two lines of creepers toward the last tower they needed to activated. As she placed her hand on it, the tower's aura changed to red.

“Everything is ready here, loves,” Sonata said looking up, “How are things looking in the real world?”

Aria, translated in her Lyoko Avatar in the real world, sat on a desk watching an army of robot soldiers deploy, all of them walking into carrier planes.

“The soldiers are all being sent out,” Aria said, “Not only all around the world, but a few special robots being sent to the key locations we planned for.”

“Good,” Adagio said, admiring a red gem that had an unconscious Sunset Shimmer trapped inside, “Now we just need the rest of the players to log in. Don't keep me waiting too long, Twilight Sparkle.”

Just in case, they called the Architects as well, asking them to meet them in the factory. To Applejack's pleasant surprise, all four of them were present. Celestia immediately got to work checking on the news for anything unusual. It didn't take long.

“Oh dear…” Celestia sighed.

“How bad is it?” Applejack asked.

“Absolutely horrible,” Celestia said pulling up the screen. They saw everywhere in the world were robot soldiers walking through the streets firing at people and buildings.

“Is this XANA's final plan?” Luna asked, “To enslave mankind with robots?”

“No, this is just phase one, Discord said, “Those are just soldiers. Remember, XANA wants to become God.”

“Hey, look!” Rainbow Dash called out pointing to the screen. They all looked and saw Rarity's house in the background of a news report, and three robots were trying to break inside. Rarity covered her mouth in horror.

“Mama! Papa! Sweetie Belle!” Rarity cried.

“Check everyone's families!” Cadance requested. Celestia nodded and pulled up a map. It was there that four locations were isolated. One being in Cloudsdale, one being in another section of Canterlot, one being in the outskirts of Canterlot on a farm, and of course one being Rarity's house.

“That's… Maud's house!” Pinkie Pie cried.

“Damn it, he's targeting my house too!” Dash shouted.

“It looks like some of the robots are starting to head to the school also!” Fluttershy cried, “We have to do something!”

“What can we do though?” Cadance asked, “We can't fight robots in the real world! We're only human!”

“This is true,” Celestia said, “But I might be able to change that for these five at least.”

She looked at Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy.

“Us…?” Rarity asked.

“By using the Argo, I can translate the five of you here,” Celestia said, “Since I don't know where any replicas are nearby though, some of you may need to get to your houses on foot.”

“I'm more than fast enough!” Dash said.

“I'll manage too,” Pinkie Pie said.

“Alright then,” Celestia said turning to the computer, “Once this is done, the rest of you will head to the school and help with evacuations. Fluttershy, can you help with that?”

Fluttershy nodded, “I'll protect the students at the school.”

The five girls ran down to the scanner room, and Celestia got right to work.

“Transfer Applejack! Transfer Rainbow Dash!” Celestia said, both of them stepping into their scanners.

“Scanner Applejack! Scanner Rainbow Dash! Virtualization!”

Both Applejack and Rainbow Dash rendered and were dropped down in Sector 5. Back in the real world, Celestia must not have wasted any time, as a few seconds later, Rarity, Pinkie Pie, and Fluttershy all rendered and fell next to them. The five girls wasted no time running to the Argo, stepping on the transporters to go inside. Instead of deploying though, Celestia started up the translation program.

“Translate Fluttershy!” Celestia said as Fluttershy vanished from her cockpit.

“Translate Applejack!” Applejack vanished from her cockpit.

“Translate Rainbow Dash!” Rainbow Dash vanished, a cocky grin despite herself.

“Translate Rarity!” Rarity folded her arms and vanished from her cockpit.

“Translate Pinkie Pie!” Pinkie Pie vanished from her cockpit.

Back in the real world, actually right on the bridge, five orbs of electricity converged. The orbs took form, turning into Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy, all in their Lyoko forms.

Behind them, Discord, Luna, and Cadance ran out to meet them.

“I'll drive you to your farm,” Luna said to Applejack.

“Thanks Lulu,” Applejack said. The two of them ran to Luna's car and drove off.

“I'm heading off too!” Pinkie Pie said running off on all fours, “Good luck on your levels, girls!”

Dash got on her knees, and without a word used her Super Sprint to rush off at high speed.

“Rarity,” Fluttershy called out, stopping Rarity before she ran off, “Good luck.”

Rarity nodded and ran off, much slower than the rest, but her house wasn't too far anyway.

“We'll meet you at the school,” Cadance said, “Go on without us, okay?”

“Alright,” Fluttershy said, taking to the skies and flying off to the school. Discord and Cadance rode off in Discord's truck, and rode off to the school themselves.

Back in the computer room, Celestia got to work on tracking down Sunset.

“Don't worry,” Celestia said, “We'll find you, and bring you home.”

Back at the school, Trixie had finally calmed down a bit. She was now sitting on a bench with Snips and Snails next to her, the latter of the two petting her back and holding her hand.

“Are you going to be okay, Trixie?” Snips asked. Trixie nodded.

“Tri- er, I am,” Trixie said smiling at Snips, “Thank you.”

“You don't have to thank us,” Snails said, “We're glad to help.”

“Snips, Snails, I need to tell you two something,” Trixie said, “Since the beginning of this year, you two have been with me, cheering for me, talking me up, and all I've ever done is treat you two like my groupies. Between that, and how I treat Rainbow Dash and her friends, I must be a terrible person.”

“That's not true!” Snails said, shocking Trixie as he rarely ever got worked up, “You're not a bad person, and you've always been our friend!”

“Yeah! Remember during the camping trip? Snails and I would have missed it, but you took the fall for us!” Snips added.

“Also, it's thanks to you that we have so many other friends here in the school,” Snails said, “You help us become more confident, help us talk to girls, you even got me accepted into the Science Fair.”

“You're our best friend, and we're proud to be your biggest fans, Great and Lovely Trixie,” Snips said, both he and Snails smiling genuinely at her. Trixie couldn't believe her eyes. Here she was preparing to pour her heart out and apologize to them for how she treated them, and they essentially said that they didn't care about any of that.

They truly were her friends.

“Snips… Snails…” Trixie said looking down blushing, “You two are-” she cut herself off as she looked out in the distance, and saw a small army of metallic soldiers walking toward the school. Each of the robots had a single green visor where their eyes would be. When Trixie looked closely, she saw that odd eye symbol flash in the center of the visors.

“GET DOWN!!!” Trixie screamed, pushing Snips and Snails down just in time, as the robots all opened fire.

“What's going on?!” Snips cried.

“This is… XANA…!” Trixie said, trembling.

“XANA? What's that?” Snails asked.

“Hurry to the nurse's office!” Trixie said looking right at Snips and Snails, “Get Twilight, and take her someplace safe! Those things are after her!”

“How do you-” Snips was cut off.

“Don't worry about that! Just go, please!” Trixie begged, tears in her eyes, “Protect Twilight! She's my best friend!”

Snips and Snails nodded, and immediately stood up running into the main building. As all the students ran away frantically from the attacking robots, Trixie sat there unable to move.

“I don't want to die…!” Trixie said shaking her head, “I don't want to die!” one of the robots turned to Trixie and pointed its gun arm at her, “I DON'T WANT TO DIE!!!!”

Right before it could hit her though, a golden arrow shot through the robot destroying it. Trixie looked up as someone descended from the sky standing in front of her. They were wearing a beautiful white dress and high heels, on their back were large white angel wings, in their hands was a golden bow, and they had a familiar mane of thick pink hair.

“Are you okay?” the angel said. Trixie's eyes were wide when she realized who it was.

“F-Fluttershy…?!” Trixie asked. Fluttershy turned to Trixie with a warm smile. Goodness gracious, she looked more beautiful than ever. Almost like Trixie was seeing her true form.

“You're safe now,” Fluttershy said, “I'll protect everyone.”

It made sense to Trixie now. If this was what Fluttershy was, it was clear to Trixie how Twilight fell in love with her.

The robots all turned their attention to Fluttershy, who summoned another golden arrow. She began firing at all of them, leading them away from the rest of the students. Trixie couldn't believe her eyes. Since when could Flutteshy fight like that?

And why were the robots focusing on her now? Was she connected to that computer too?

One of the robots fired at Fluttershy, who took to the skies flying around the school. The robots unloaded their lasers on her, one actually hitting her and knocking her out of the sky.

Fluttershy: 75% sync rate

As she fell to the ground, Trixie saw her phase in and out for a second, like she were made of static. Was she… a hologram of some sort? It was almost like she was… actually from cyberspace.

Or maybe from that place… Lyoko.

“Oh my God…” Trixie said, standing up and watching Fluttershy as she fought, “She's… from that virtual world! She's from Lyoko!”

The robots were about to gang up on Fluttershy, but Trixie grabbed an iron pole and whacked in in the head. As the robots turned to her again, Fluttershy readied two arrows.

“Light Arrow!” she cried, firing into the robots destroying them. She then ran to Trixie and grabbed her arm, “Come with me!”

Trixie nodded as Fluttershy led her into the forest surrounding the school. Knowing where Fluttershy came from was shocking, but it made sense to her now. How Fluttershy just appeared out of nowhere, and all of a sudden was Twilight's girlfriend.

Either Twilight made her, or she was someone Twilight met in that world. Either way, Trixie knew she could trust her.

Big Macintosh took his Grandmother into the barn and was whacking the robots away with a metal pole. He had no idea why these robots were here, but he had no intention of letting them hurt his grandmother or his father's farm.

A bit away, a dark blue car rode up to the farm. The passenger seat opened, and Applejack rolled out. She immediately put her two guns together to form her shotgun, and walked over to the fight shooting at the robots.

“Ah'll take it from here, Lulu!” Applejack said, “Thanks! Head back ta Canterlot!”

Luna nodded and drove off at high speed. Macintosh looked at Applejack in shock, but then went right back to what he was doing.

“Mind tellin me where ya got that get-up?” Macintosh said, “An' the laser gun?”

“It's a long story, Macintosh,” Applejack said firing at the robots, “Jus' get someplace safe. Ah got this.”

Macintosh didn't want to leave Applejack alone, but the look in her eyes struck him. Something told him that she knew what she was doing. Macintosh nodded to his younger sister and ran into the barn with Granny Smith, who was watching the fight through a window.

“She looks different,” Granny Smith said.

“Ah don't know where she got that outfit,” Macintosh said. Granny Smith shook her head.

“No Mac, that ain't what Ah mean. She looks like an adult,” Ganny Smith said, smiling proudly, “Ah think sendin her ta that school was a real good thing after all.”

Rarity was thrown into a wall, and then held up her sword in defense as one of the robots tried to slam its arm down on Rarity. When she got there, she was horrified to see that the robots were inside her house. Thankfully her parents and little sister were okay, watching her from the second floor.

/Get out of my house XANA!/ Rarity shouted, pushing the robot off her. She then rushed at the robots and slashed with her sword wildly.

/Go Rarity! You can do it!/ Sweetie Belle cheered. Both her mother and father were looking at Rarity in shock. Not just her outfit or the fact that she had a sword for some reason, but also because she was there, fighting to protect them.

The robots fired at Rarity's stomach, making her fall to her knees.

Rarity: 80% sync rate

“RARITY!!!” all of them cried at once. As the robots loomed over her, Rarity gritted her teeth.

/I won't let you… hurt my family!/ Rarity seethed, /Even if they don't agree with my life choices… they're still my family! I'll protect them…!/ she rose to her feet and got in her ready stance, /I'LL PROTECT THEM WITH MY LIFE IF I HAVE TO!!!/

Rarity screamed and rushed at the robots. Sweetie Belle bit her lip looking scared, but Rarity's mother turned to her father, who actually looked down in shame. Even now, she still loved him.

Rainbow Blitz had his hand gun out firing at the robots that tried to approach him and his wife. Just as one of them charged up, something blue rushed in fast knocking it away.

“What in the world?!” he cried.

“Rainbow Dash!” Firefly cried in shock. Blitz looked into the robots and saw sure enough, his daughter was in the middle of them, dressed as some sort of futuristic ninja and knocking them away with two laser kunai.

Dash jumped away and did a hand sign, and two clones walked out from behind her, both of them holding kunai and looking just as pissed.

“Don't fuck with me, XANA,” Dash seethed, “He's a bastard, but he's still my old man! If you wanna fight… THEN I'VE GOT YOUR FIGHT RIGHT HERE!!!”

Blitz and Firefly were too shocked to move, watching their daughter fight the robots almost like a professional fighter. Like… a soldier.

“Hey!” Dash shouted, “This isn't a place for civilians! Get to a safe zone!”

“But-” Rainbow Blitz started.

“That's an order!” Dash commanded, looking right into her father's eyes. He nodded and turned around.

“Dash!” Blitz called out, “I'm… proud of you.”

He ran off, not knowing the shocked look on Dash's face. She looked down, tears briefly falling from her eyes as she smiled.

“Thanks… Dad,” Dash said, before wiping her eyes and glaring at the robots, “Now I'm really gonna kick your ass, XANA!”

Maud and Shining Armor were driving to the school in the latter's police car. When they heard most of the robots were attacking Canterlot High, the first thing they thought of were Twilight and Pinkie Pie. As they drove through town frantically, one of the robots jumped in front of the car.

“Whoa!” Shining Armor shouted, stopping the car suddenly. The robot charged up its laser, but a pink ball hit the robot knocking it back. The ball landed in front of the car, turning into Pinkie Pie, who in her neko form had her ears pulled back in anger. She even hissed at the robot.

“Pinkie Pie!” Maud cried, running out of the car and embracing her little sister, “What happened to you? Are you okay?!”

“I'm fine Maud,” Pinkie Pie said seriously, “You and Shining Armor need to get to the school! I'll keep this thing off you.”

“I can't leave-” Maud was cut off by Pinkie Pie embracing her, much like how Maud would for Pinkie Pie when she was crying.

“This time Maud…” Pinkie Pie whispered in Maud's ear, “It's my turn to protect you.”

In a rare display of emotion, Maud embraced Pinkie Pie tightly, actually crying a bit.

“Don't die!” Maud ordered, “I'm begging you, don't die!”

Maud ran back into the car, and Shining Armor drove off, finding another pathway to the school. The robot tried to run after them, but Pinkie Pie rolled into a ball and tackled it back down.

“This isn't a game anymore!” Pinkie Pie said, glaring at the robot, “I'm serious this time!”

Celestia searched all of the network, using Spike to search every replica they could identify.

“Damn it! Where are you XANA?” Celestia asked in frustration.

“Try right behind you.”

“Huh?!” Celestia turned around, but was knocked out of the chair by a large sound wave. Adagio, Sonata and Aria, all three translated into their Lyoko forms, walked into the computer room. Sonata sat down at the computer while Adagio and Aria walked over to Celestia and grabbed her arms.

“Looks like everyone's been translated,” Sonata said typing on the computer.

“What are you planning XANA?!” Celestia asked, struggling against Adagio and Aria's grips.

“Just a little get together with some old friends,” Aria said, “And guess what? You're the special guest of honor.”

“I'll transfer Eos into Sector 5 first,” Sonata said, “After that, I can retrieve the source code bearers.”

“Let's go, Eos,” Adagio said, she and Aria forcing Celestia to her feet and dragging her to the elvator, “We have to get you ready for the big event.”

Celestia screamed and struggled, but it was no use. Like this, the girls were too strong. She had no idea what they were planning, but whatever it was, she knew that Twilight and her friends were all in mortal danger.

Twilight looked out the window of the nurse's office in fear. Those robots belonged to XANA, right? Why was XANA attacking now. She was about to run to the door, but stopped when two robots appeared right at the door pointing their guns at her.

Twilight screamed, but before they could fire, someone slid underneath one of the robots tripping it. She then saw someone else whack it with a fire extinguisher, actually damaging it.

“Are you okay Twilight?!” Snails asked, he and Snips walking into the nurse's office.

“What are you two doing here?” Twilight asked in shock.

“Trixie sent us to protect you!” Snips said, “She was really worried about you, saying something about XANA being after you!”

“Wait… XANA?” Twilight asked, “How does Trixie know about…” she saw the robots starting to get up, “Come on!”

She grabbed their arms and ran out of the building. She saw Discord, Cadance, and Vice-Principal Luna getting the students to the gymnasium. Hell, even Blank Scroll was up and helping. She heard a cop car drive to the school, and her brother ran out, immediately running to her and embracing her.

“Twilight! Are you okay?!” Shining Armor cried.

“I'm fine,” Twilight said returning the embrace, “Wait, is that Maud with you?” Twilight looked behind him and saw Maud now working with the adults.

“We saw that there were robots attacking the school,” Shining Armor said, “Maud called me directly so we could check on you and Pinkie Pie.”

“My friends! Where are they?!” Twilight asked frantically.

“We ran into Pinkie Pie on the way here. At least, I think it was her. She looked like a cat girl from an anime,” Shining Armor said, confusing Twilight until she realized what was going on.

“They're… translating themselves!” Twilight said.

“What? Twilight what are you-”

“Shining Armor!” Cadance cried, running to them and embracing her husband, “I'm so glad you're safe!”

“Cadance, what the hell's going on here?!” Shining Armor asked, “Is this pertaining to that organization you were hiding from?!”

“Somewhat, but not directly,” Cadance said before turning to Twilight, “Are you okay?”

“Thanks to these two,” she said turning to Snips and Snails, who smiled proudly, “What's going on?”

“XANA is launching an all out attack on the school and everyone's families,” Cadance explained, “He's captured Sunset, and apparently has the anti-XANA program now.”

“What?!” Twilight cried, “No… No!”

“Twilight?” Shining Armor asked, shocked when Twilight fell to her knees breaking down.

“It's no use! Without that, we can't stop him, and they can't fight forever!” Twilight cried burying her face in her hands, “I CAN'T DO THIS ANYMORE!!! I CAN'T FIGHT XANA!!! I CAN'T PROTECT MY FRIENDS!!! EVEN NOW, ALL OF THIS IS MY FAULT!!!”

One of the robots turned to them and fired at Twilight, but Shining Armor jumped in the way taking the shot himself. Twilight looked up in shock, watching Shining Armor slowly fall to the ground.

“SHINING ARMOR!!!!!” Cadance screamed. The shot didn't get him in the chest thank God, but it did shoot him in the arm.

“Cadance… get Twilight… and run!” Shining Armor ordered. The robot walked toward them, but a golden arrow shot through it destroying it.

“Twilight!” Fluttershy cried, she and Trixie running to them. Fluttershy immediately wrapped her arms around Twilight, “I was looking for you!”

“F-Fluttershy…!” Twilight sobbed.

Trixie sighed in relief and walked over to Snips and Snails.

“You did good,” Trixie said, “Thank you.” she kissed both of them on the cheeks, making the two boys blush.

“Anything for you, Great and Lovely Trixie…” Snips said bashfully.

“We'd take on all these robots to help you…” Snails added, just as bashful. Trixie giggled and then turned to Twilight.

“It's going to be okay now,” Trixie said. Twilight looked at Trixie intently through her tears.

“Trixie… how do you know about…” Twilight was unable to finish her sentence, as she saw Fluttershy start to fade in and out like static, “Fluttershy?!”

“Twilight…?” Fluttershy asked slowly, “I feel myself… losing synchronization…”

Rainbow Dash kicked one of the robots away, but then noticed her hand was fading in and out.

“What the hell?!” Dash cried, “I didn't get hit that hard!”

Rarity fell to the ground, unable to focus as her body started to fade away.

“RARITY!!!” Sweetie Belle cried, /Rarity no! Don't die!/

Rarity reached out for Sweetie Belle's hand as her body completely faded away.

“Sweetie… Belle…” Rarity said softly before falling unconscious.

“What's happening to her?!” Trixie asked as everyone gathered around Fluttershy.

“She's losing synchronization with the real world!” Twilight cried, “She's being pulled back into Lyoko!”

“Twilight…” Fluttershy said reaching for Twilight, “Stay away… from Lyoko…”

“W-what…?” Twilight asked.

“Promise me… that no matter what happens… you won't… come looking for… us…! Please…”

“Fluttershy?! Fluttershy!” Twilight cried as her lover's body completely turned to static, “FLUTTERSHY!!!!”

Fluttershy: Desynchronization is imminent. Returning to Virtual Space

As Fluttershy completely winked out of existence, Twilight broke down completely. She knew that Fluttershy wasn't dead, but she also knew where she probably was. In fact, by now all of her friends were now in XANA's possession.

Trixie immediately pulled Twilight to her feet and ran off as more robots fired at them. Sadly, Snips, Snails, Cadance, and Shining Armor were surrounded.

“NO!!!” Twilight cried, about to run to them but was stopped by Trixie.

“We have to move!” Trixie stated, pulling Twilight deep into the forest.

When they all woke up, they saw that they were back in the Argo. Fluttershy was about to call Celestia to ask her what happened, but gasped in shock at what was outside.

“Sonata,” Adagio said, “Transport them out of the ship.”

A second later, all five of them were pulled out of the Argo. Before any of them could attack, they saw hundreds of monsters surrounding them. Creepers, mantas, krabs, blocks, it looked like XANA's whole army.

Right in front of them was Aria and Adagio, who had Celestia kneeling between them bound in red bindings.

“Yer not gonna get away with this, XANA!” Applejack shouted. Adagio laughed.

“Silly girl, don't you see?” Adagio smirked at them, “I've already won. You're all in my custody, the program meant to kill me is in my possession now, and my soldiers are now patrolling every part of the world. All I have to do now is connect with every human being, turning them all into specters, and the whole world will be mine.”

As Adagio and Aria laughed, everyone just backed away in fear. This was by far the worst situation they had ever been in. XANA now had ALL the cards. They didn't know if he beat them per say, but as of this moment…

XANA definitely had them in check.

To be continued…

Ending Theme: Can't Fight the Moonlight

34: Endgame pt. 2

Author's Note

Part 2 of Endgame.

Link to my Patreon!

34: Endgame pt. 2

Theme Song: A World Without Danger

34: Endgame pt. 2

It was nighttime now in Canterlot, and an air of tension hung in the air. Those robots were still walking around patrolling the area, and the eye of XANA was present on almost every single computer and TV screen. Most people had resorted to listening to the radio to get information.

“It's been eleven hours since the robot invasion starting at noon today,” one reporter said, “So far the situation has not improved. Sources around the city reported seeing a group of oddly dressed girls fighting the robots, but they have since vanished, prompting the robots to cease all actions. With me right now is a woman claiming to be the mother of one of the girls.”

“Rarity is daughter!” a woman with a thick Russian accent said, “She fight to protect home! Use sword and odd powers, but then vanish like TV!”

“Do you know where your daughter gained such powers?”

“Nyet! Rarity is fencer, but not fighter!”

“Some sources believe that these girls might be connected to the robot attacks. Would you care to shed some light on-”

“Rarity not connected! Rarity is good child! She protect family! Rarity, if you hear this, please be alive! Papa, sister, and I worry!”

Discord turned off his headphones and walked over to Luna, who was standing by the door of the gym nervously.

“Any way of getting out of here?” Discord asked Luna, who shook her head.

“Afraid not,” Luna said, “The second those robots see us, they'll attack.”

“Why is XANA doing this?” Cadance asked getting up from where Shining Armor was lying down to go over to them, “Couldn't he just barge in and take us out?”

“He could, but I don't think that's his plan,” Discord said, “No, he's waiting for something.”

“You heard the news, right?” Luna asked, “XANA took the girls.”

“I want to be confident that they'll be okay, but this is really bad,” Cadance said.

“Even I'm having trouble seeing the bright side of this,” Discord admitted shrugging his shoulders, “I hate to say it ladies, but this time might be it.”

Luna turned her back to the group and bit her thumb nervously.

Applejack… please be alive…

“Sounds like everyone was caught,” Trixie said turning the radio off. She managed to get Twilight into the storage shed, where the two of them hid. She turned to Twilight, who was sitting in the back hugging her knees. Trixie sighed and walked to sit next to her.

“How are you feeling?” Trixie asked, “You… haven't said much. Trixie is getting worried,” Trixie looked ahead smiling, “So… Fluttershy is from that other place, isn't she? That… Lyoko.”

Twilight turned to Trixie slowly, “How do you know about Lyoko?”

“Well, after what happened yesterday, Trixie was scared. She heard Applejack and the Vice-Principal mention something about the factory, so Trixie went there this morning and… found the computer room in the basement.”

“I… see…” Twilight said somberly.

“Trixie fiddled with it a bit, and managed to get one of the scanners to work. She went inside of it, and ended up in a strange desert.”

“You… got the scanners to work on your first try…?” Twilight asked, suddenly gasping in shock, “Hold on! That means you scanned yourself into the super computer!”

“That's right,” Trixie said apprehensively, “That wasn't… bad, was it?”

Twilight closed her eyes looking pained, “It means you're connected now. When we use Return to the Past, you'll remember everything.”

“What's Return to the Past?” Trixie asked.

“It's a time travel program. It takes everything and everyone back to their previous state up to 2 days into the past,” Twilight explained.

“Sort of like… restoring a computer to a previous state,” Trixie said, “Any problems get corrected as if they never happened.”

“That's… exactly right,” Twilight said astonished, “That makes sense to you?”

“Should it not?” Trixie asked, “Remember, Trixie is a genius herself. She just doesn't like to flaunt it. Her dream is to become a super star, not a scientist,” Trixie looked at Twilight seriously, “But… does that mean you've done that before…?”

Twilight sighed sadly before nodding, “Me and my friends have been using that computer to fight XANA for about a year now. Well, it's only been a couple of months to you, but with the amount of times we've used Return to the Past…”

“I see…” Trixie said, not too sure how she felt knowing that. Knowing that Twilight had this huge secret she had been keeping from her for so long.

“Are you mad?” Twilight asked.

“Not mad, just…” Trixie looked at Twilight earnestly, “Why didn't you tell Trixie any of this? Did you not trust her?”

“No, no, that's not it at all,” Twilight said hugging Trixie, “Applejack, Rarity, Rainbow Dash, and Pinkie Pie all found out by accident, and Sunset was immune to Return to the Past. I didn't tell you because I wanted to protect you,” she let go of Trixie and looked away sadly, “But I couldn't protect anyone. They're all being held by XANA, and he has full control over everything. What's worse, I can't do anything to stop him. Even if I give myself up, he'll just take me and initiate the final phase of his plan.”

As Twilight broke down again, Trixie held Twilight.

“Shh… it's okay Twilight,” Trixie said softly.

“No it's not…” Twilight sobbed, “All of this is my fault to begin with. I was the one who turned the computer on in the first place. I couldn't figure out how to materialize Fluttershy in time, I ended up giving XANA the key to Lyoko, and even now the only reason he's doing this is because I'm too weak to face him.”

“No… I don't think that's exactly right,” Trixie said. Twilight looked up at Trixie slowly.

“What do you mean?” Twilight asked.

“This XANA did all of this to get you, right?” Trixie asked, “And looking at the situation right now, XANA could easily take over the world, couldn't he?”

“He could,” Twilight said.

“So why hasn't he?” Trixie asked, “What's taking him so long. Trixie thinks that reason is you.”

“Me? What can I possibly do?” Twilight asked.

“Clearly more than you give yourself credit for,” Trixie said taking Twilight's hands, “Fluttershy came from Lyoko, but she's out here in the real world. You did that. You figured out how to use that computer, even to the point where it can control time. Finally, for all he's done to you, he hasn't killed you. You're still alive. We're still alive. Twilight, you don't give yourself enough credit. XANA doesn't just hate you. XANA is terrified of you.”

“Terrified… of me…?” Twilight asked.

“I don't know what we can do, but we have to do something,” Trixie said, “I'm guessing that the only way we can fight him though…”

“Is by going to the factory,” Twilight said nodding, “There's a secret passage through the sewer system. We can take that to the factory.”

“The sewers?!” Trixie said in disgust before sighing, “You know what you're doing, so Trixie will follow.”

“It's not as bad as you think,” Twilight said, “Come on. Hopefully one of my friends left their scooter or bike, so you can borrow it.”

Twilight and Trixie slowly exited the shed, heading to the secret passage. They were careful to stay hidden, as XANA's robots were walking around searching for them. It didn't take long for them to reach it. Trixie was surprised. The sewage system here was cleaner than she though. Not without odor, but not nearly as bad as she thought.

They found everyone's vehicles still there, so Trixie borrowed Pinkie Pie's bike. The two girls rode right to the passage leading to the factory, which was thankfully (and oddly) unguarded. Trixie was a little taken aback by how Twilight swung down to the elevator. Trixie took a deep breath, and then followed suit, thankfully getting caught by Twilight.

The two girls went down to the computer room, where Twilight immediately sat down and logged in.

“Looks like everything still works,” Twilight said, surprised when she saw an email, “What's this?”

She opened it, but all she saw was an advertisement for “LW Anti-Virus”.

“What the?” Trixie asked, “I didn't know this thing could get spam.”

“It can't…” Twilight said. Slowly, her eyes widened with a realization, and she started typing on he computer. It took a few seconds to a minute, but after a while, the advertisement turned into another email.

“How?” Trixie asked looking at Twilight in shock.

“Sunset told me that her old group used this method to hide messages,” Twilight explained, “She's actually a professional hacker that used to work for the Equalizers. This was sent by her.”

“Sunset is a hacker?” Trixie asked, surprised by the company Twilight kept, “Okay, besides that, what does it say?”

Twilight pulled up the email for both of them to read.

Twilight,

If you're reading this, then I've already be taken out by XANA. Hopefully I'm not dead, but there's no way I'd be able to give this to you in person. I finished the anti-XANA program. At least, I figured out how to make it work. It has to be connected to an avatar with near infinite memory, someone who can use Lyoko to its fullest extent both outside and within the super computer. It will then connect to the source codes and combine their power, turning into a wave that will destroy anything pertaining the same IP address as the thing it initially hits. You have to hit the Scyphozoa, or one of XANA's main avatars in order for it to take effect. That means either Adagio, Aria, or Sonata.

I've thought about it for a long time, and ran multiple tests with it, and I can only find two possible candidates for who the program will work with. One of them is Eos, and the other one being you. Since I'm sure that XANA will somehow take out Eos, you're the ONLY one who can do this. I know that right now you're afraid. Everything seems hopeless, and terrifying, like you're fighting the devil itself. But remember, at his core, XANA is still nothing more than a computer program. He's not a God, or perfect, or anything else he'd claim to be. He's nothing but a defective program with a serious God complex.

And programs can be deleted.

I believe in you, Twilight. Whoever is with her when she reads this (hopefully one of if not all of our friends) do whatever it takes to protect her. Buy her enough time to finish this program, and then do whatever she says in terms of manning the computer. I wish I could be there to hold you myself, Twilight. Even though I was with Adagio, and even though I said I'd move over for Fluttershy, my feelings for you haven't changed. I love you so much, Twilight. I promised I'd protect you from XANA, but it looks like this might be the end of the line for me. Even as I'm writing this email, Adagio is in the room, waiting for me to tell her that the program is finished. I'm scared, and I know that this might be the last thing I ever say to you, but I pray that this instills strength into you. I'll always believe in you, Twilight. Thank you for making me a part of your team, for giving me friends, and even if for a short while, giving me a purpose other than wrecking the lives of rich, chauvinistic fat men.

With eternal love,
Sunset Shimmer

“Sunset…” Twilight sobbed after she finished the email.

“Can you finish this program?” Tixie asked.

“I can,” Twilight said softly, “It will take a bit, but I can definitely do that. In the meantime, I need you to do something for me.”

“Sure, anything,” Trixie said.

“We don't know where XANA is at the moment,” Twilight said, “I'm willing to bet though, that we can find him in Sector 5. I need you to go there, find a terminal, and search for my friends' signals.”

Trixie nodded, “You can count on me, Twilight.”

“And Trixie?” Twilight turned to her, “Be careful. I can't lose anyone else.”

“You won't,” Trixie said giving Twilight a thumbs up, “Trixie will be back soon. She promises.”

She closed the elevator and took it down to the scanner room. Once Twilight was sure Trixie was ready, she took a deep breath and got to work.

“Transfer Trixie!” Twilight said, closing the scanner once Trixie entered it, “Scanner Trixie!” Twilight continued, loading up and connecting Trixie to her witch avatar, “Virtualization!”

Trixie rendered and landed in Sector 5, this time much more graceful than the first time. She flicked her hair back and then looked around.

“So, where is Trixie headed?” Trixie asked.

“I need you to go to the security section,” Twilight said, “I've loaded a Tera-Bike for you, along with knowledge on how to use it. Take the pathway before you.”

Trixie noticed a fancy purple and blue tron cycle appear next to her. It even had a section to hook her staff to. Trixie sauntered over to it, got on, and started it up.

“Ooh, this is nice,” Trixie said, “Trixie likes the way it feels.”

“Trixie, I can't stress this enough,” Twilight urged, “Be careful in there.”

“Don't worry,” Trixie said with a confident smile, “The Great and Powerful Trixie will not fall to some overgrown malware.”

She rode off, her bike leaving an indigo trail behind her.

Along the pathway, Trixie noticed a few bikers riding after her.

“Twilight, Trixie is being followed!” Trixie said.

“I see,” Twilight said, “Damn it, XANA took full control of this Lyoko. You're going to have trouble getting through.”

“I'll be fine,” Trixie said speeding up, “Trixie doesn't plan on wasting any time.”

Trixie rode down the pathway, careful to dodge all the lasers coming from the bikers behind her. Once she made it through, she turned on a dime causing most of the bikers to fall into her streak, exploding instantly.

Trixie disembarked from her Tera-Bike and ran down the pathway, but was stopped by two creepers. They fired at her, but she held up her staff.

“Barrier!” Trixie called out, casting her shield spell to deflect the lasers. She then fired her orbs at the creepers, destroying them in one shot. She pressed on, ducking and dodging our of the way as now three mantas were flying after her firing at her.

“Is Trixie close to the terminal yet?!” Trixie asked.

“Hold on, I had to look away for a second,” Twilight said, “And… yes! You should see it really soon!”

Trixie looked ahead and saw a holographic screen suspended in mid air ahead of her.

“Bingo,” Trixie said. Right before she could get there though, a manta shot hit her in the back knocking her to the ground.

Trixie: 60 HP

Trixie rose to her knees slowly, seeing all three mantas hovering in front of her charging up their lasers. She braced herself for their attack, but heard a mechanical howl behind her. A second later, the mantas were shot away by green fireballs.

Trixie looked and saw Spike run up next to her, growling at the mantas.

“Twilight…?” Trixie asked fearfully.

“It's okay, he's on our side,” Twilight said, “That's Spike. He was my VR pet, but we had to convert him into an anti-XANA weapon.”

“Nice… doggie,” Trixie said, “You'll help Trixie, right?” Spike turned to her, and if she didn't know better, nodded to her, “Okay then. Keep those things off Trixie while she gets the information Twilight needs.”

Trixie ran to the terminal as Spike engaged the mantas. It only took a few seconds to figure out how to get it to work.

“Okay, what am I looking for?” Trixie asked.

“My friends all have the Lyoko source codes within them. They should read as the virtues Honesty, Loyalty, Kindness, Generosity, and Laughter. See if you can find one of them.”

“On it,” Trixie said typing furiously, “Okay… got it! I found Loyalty!”

“Perfect! Send that signal to me!” Twilight said, “I'll log you out from there and use Code Earth on Spike to bring you two into the real world.”

“Okay, sending… now!” Trixie said. She turned around just in time to see Spike get shot in the side and fall to the ground.

Spike: 85 HP

“Energy Blast!” Trixie shouted, firing at the mantas. She managed to kill one, but the other one managed to dodge, “Twilight, how quickly can you get us out of here?”

“I'm… shoot! The program is taking too much time. You need to protect Spike until I finish!”

“That's alright,” Trixie said waving her hair, “Trixie owes XANA an encore anyway.”

Trixie VS Manta

The manta charged up its lasers, but Trixie blocked with her shield magic. She then pushed the shield out at the manta, stunning it. She then fired her orbs at it to destroy it, but saw three more fly into the area.

“Shoot! I need to be able to hit more!” Trixie fussed.

“If you're avatar is anything like mine, you should be able to alter your shots before you fire them!” Twilight suggested, “Just think of what you need them to do, and then fire!”

“Huh, I see,” Trixie said, “In that case…” she charged up her magic, much like a spell caster in an RPG this time. After a second, she fired her magic, this time sending three large fireballs at the mantas, killing them instantly.

“And done!” Twilight said, “I'm bringing you back now!”

Both Twilight and Spike's bodies broke apart as they were brought out of Lyoko.

The elevator opened up behind Twilight, and both Trixie and Spike ran into the room, Spike naturally running over to Twilight and actually resting his head on her lap.

“Hey Spike, I'm happy to see you too,” Twilight said petting him briefly, “Now, I found out where the others are.”

“Where's that?” Trixie asked.

“XANA's created a closed sector of Lyoko deep within the Digital Sea,” Twilight said, “Unlike his other replicas, this one isn't connected to a super computer in the real world. Rather, it seems to be interfacing itself with the network directly.”

“By going off the holographic universe theory, XANA would then be able to link to every living thing on the planet,” Trixie stated, Twilight nodding.

“The only way to reach it is through the Digital Sea,” Twilight said, “It's down in the deepest parts, where no one has ever explored.”

“Well, I'm ready,” Trixie said confidently, “Send me back in, and I'll-”

“No Trixie,” Twilight said, closing her eyes and taking a few deep breaths before speaking again, “I'm going.”

“What?!” Trixie asked in shock, “Twilight, you're going to face XANA by yourself?!”

“I have to,” Twilight said, “You saw Sunset's email. Only an avatar with infinite memory can handle this program, and the only avatar like that is my own. Also, you can't reenter Lyoko for another twelve hours, and we can't wait that long. Spike's an exception, because he's naturally a part of Lyoko, so he'll accompany me, but I…” Twilight's hands were trembling, “I have to do this.”

“Twilight…” Trixie said.

“Something like this happened once before, you know?” Twilight said, smiling as tears fell from her eyes, “XANA captured my friends, and I had to go into Lyoko by myself in order to rescue them. I know Fluttershy told me to not go after them, but how can I not? They're my dearest friends. The first friends I ever had. Applejack, Rainbow Dash, Pinkie Pie, Rarity, Fluttershy, and Sunset, they've been with me since the beginning of this whole thing, protecting me from XANA. Now… it's my turn to save them. Also, I'm tired of running away from XANA. I hate him so much. I want him to stop torturing me, to stop taunting me in my dreams, to stop taking away the people I love. People like… Starlight…” Twilight almost felt Starlight embrace her from behind for a split second, “I just want him to go away! And if the only way is for me to go up to him and face him directly, then that's what I'll do!”

Twilight stood up and slowly walked to the elevator, “I need you to stay here and navigate for me,” Twilight said softly, “I might need help getting to XANA's closed network.”

“You can count on me Twilight,” Trixie said taking Twilight's hand, “I believe in you. Destroy XANA, and save everyone.”

Twilight nodded, and walked into the elevator with Spike. As they went down to the scanner room, Spike walked over to Twilight and licked her hand. Twilight smiled at Spike petting him.

“You're worried about Rarity, aren't you?” Twilight asked, “Don't worry Spike. We'll save her, along with everyone else.”

Twilight stepped out of the elevator, and stood in front of one of the scanners. She couldn't remember the last time she was in front of one of these. She was trembling so much. She was terrified of what would happen when she entered. Would XANA take her again? Would something awful happen?

No, she couldn't think about that. Her friends needed her right now.

As for Trixie, she took a deep breath, and began setting up the transfer, using the coordinates Twilight left for her.

“Transfer Twilight!” Trixie said, as Twilight took a deep breath and walked into the scanner.

“Transfer Spike!” Trixie said as Spike walked into his scanner.

“Scanner Twilight!” Trixie continued, connecting Twilight to her avatar.

“Scanner Spike!” Trixie continued, connecting Spike to his avatar, letting the computer launch what it called “SPIKE PROGRAM”, “Virtualization.”

Twilight rendered into Sector five, just a bit in front of the Argo. Her avatar looked slightly different now, as it was now equipped with the anti-XANA program. The basic appearance of the avatar was still the same, but now instead of looking magical, it looked more futuristic with a tight purple jumpsuit straight out of a science fiction movie, long silver jacket with purple highlights that was closed by a purple belt that was still open at the top to accentuate her bust line, purple high heeled boots with a pink trim that looked to be connected to her jumpsuit, and a purple choker around her neck, which had a symbol of a six pointed star in the middle. Her new avatar had rose red lipstick, and purple nail polish on her fingers.

Next to her, Spike rendered and walked over to her. Twilight patted Spike on the head lovingly, and then walked over to the Argo, which was thankfully still untouched by XANA.

“Trixie, transport Spike and I into the main cockpit,” Twilight said, “I left that program open for you on another tab.”

“Give me just a second…” Trixie said, “And… got it. Transporting.”

Both Twilight and Spike transported into the main cockpit. Twilight immediately deployed the Argo, guiding it outside, and dropping it into the Digital Sea. No turning back now.

The ride to the sector was a tense one for Twilight, and she imagined it was the same for Trixie. She had always hoped that she'd have everyone with her for the final fight against XANA. The feeling of going there without her friends was scary.

“So… what is she?” Trixie asked.

“Huh?” Twilight asked, “What is who?” Twilight asked.

“You know, Fluttershy,” Trixie asked, “I was wondering for a while, but I couldn't figure out how to tackle it. Is she some sort of artificial being here in Lyoko?”

“No actually,” Twilight closed her eyes, “She's a human girl who was stuck in the computer for ten years. Her father was one of the creators of the super computer, but when XANA went crazy, he killed her father. A bunch of things happened, forcing Eos to have to turn off the computer, but with Fluttershy still trapped inside. Whether because she was trapped here for so long or because of XANA, she lost her memories, and we had to find them. Because she was here for so long though, she's integrated with the computer's security, which is how she's able to deactivate towers.”

“Huh… so you turning on the computer saved Fluttershy,” Trixie said.

“I guess, but it also-”

“No Twilight, take that in,” Trixie pressed, “You saved Fluttershy. If you hadn't turned on the computer, and worked so hard, Fluttershy would still be trapped inside. Yeah okay, you revived XANA, but that's because the guys that made the damn thing didn't finish the job. That's their fault, not yours.”

Twilight looked down somberly, remembering when Celestia told her that she was Eos, and how she felt everything that happened was her fault. Honestly, Twilight sounded a lot like her now.

“The ones who fought XANA first… they didn't know what to do,” Twilight said somberly.

“Then it's a good thing we're here,” Trixie pointed out, “Twilight, this was going to happen regardless. Honestly, XANA, Lyoko, the super computer, none of this needed to be made in the first place.”

“Is… that why you don't want to be a scientist?” Twilight asked, “I've been wondering that for a while. You love esoteric science, and you're so smart, yet you never brag about your intelligence or use it to its full advantage. Why not?”

Trixie sighed, “Because I believe some things need to be left alone. There are things about the world that we don't know, and I believe that this machine is probably the key to learning those things, but not yet. Just the fact that XANA exists shows that humanity isn't ready for this kind of knowledge. I enjoy this stuff, yes, but I enjoy the mystery of it. I like the idea of it being magical, without an immediate explanation except for “that's just how it is”. The world is more fun to me that way.”

Twilight smiled to herself, “You know, you're really an interesting person, Trixie. I'm glad that we became friends, and that… you're here with me.”

“I'm glad we're friends too,” Trixie said, “and that I can be here for you.”

Spike barked to get Twilight attention, and placed a paw on the window. Twilight looked ahead and saw what looked like the entrance of a Lyoko replica, but the lights coming off it were red instead of the usual light blue or white.

“This is it,” Twilight said taking a shuddering breath.

“Are you ready?” Trixie asked.

“Honestly, no I'm not,” Twilight admitted, “What about you?”

“Nope, me neither,” Trixie said, “I'm just sitting in front of the computer and I'm terrified.”

“Well then,” Twilight said, “Since neither of us is ready, let's get going before we change our minds.”

“Good idea. Good luck, Twilight.”

“Thanks Trixie,” Twilight said. She hacked into the entrance of the replica, and after a few seconds it opened. Twilight guided the Argo into the replica's tunnel, emerging in what was probably the oddest looking sector Twilight had ever seen.

end song

It looked a bit like the Cortex, in terms of the ground and red sky. However, Twilight also saw bits and pieces of what looked like the real world, only everything was in ruins. It was like she was looking at Canterlot if XANA had already destroyed it.

She emerged from the Argo with Spike and the two of them walked through the lonely sector.

“Trixie, are we still connected?” Twilight asked.

“Yes, we're still connected,” Trixie said, “I can't see what's going on there exactly though. The screen is blank except for the arrows that show you and Spike.”

Twilight looked around and saw that there was only one tower in the distance, but it was glowing red. That was probably the way tower.

“Looks like we're going in blind, huh Spike?” Twilight said to her canine companion. Spike stopped suddenly and sniffed the air, “What is it boy?”

Spike ran off, and Twilight ran after him. After running for a few minutes, Twilight and Spike arrived in a ruined building with red gems lining the walls. Twilight looked around, noticing that there were people inside the gems. She looked closely and saw a sight that horrified her.

Inside the gem before her was Pinkie Pie.

Twilight gasped in shock and then looked around. Not just Pinkie Pie, but Rarity, Rainbow Dash, Applejack, Sunset, and Fluttershy, all of them unconscious and trapped inside of the gems.

“Girls!” Twilight cried. She launched her energy blasts at the gem holding Rainbow Dash. It cracked a bit, but it didn't break, “It's going to take more to get them out,” Twilight reasoned. She looked around a bit more and saw something outside that caught her attention. She stepped out to investigate it and saw Celestia. Her wrists were tied above her head to a platform, she had a black band over her mouth, and she was left dangling over the Digital Sea.

“Eos!” Twilight cried, meeting eyes with her mentor, who looked terrified.

“Twilight, something just appeared on screen!” Trixie said, “I think something is attacking!”

Twilight looked behind her and jumped away just in time, landing next to Spike as a Laser Arrow shot at her feet.

“I've been waiting for you, Twilight Sparkle,” Adagio said. Twilight looked ahead of her and saw Adagio walking up to her holding her large fan which was still closed.

Twilight took a deep breath and walked toward Adagio, standing a few meters in front of her. No, this wasn't a human named Adagio. This was XANA, incarnated into a human girl. Looking at her now, it seemed so obvious to Twilight. It hurt thinking that she trusted her so much, and that all this time XANA was using them.

“I was worried you'd never get here Twilight,” Adagio said.

“Sorry to keep you waiting,” Twilight said glaring at Adagio, “But why did you wait for me? You could have initiated your plan.”

“I could have, except for one thing,” Adagio reached into her top and pulled out a flash drive, “This isn't the anti-XANA program,” Adagio dropped the drive and smashed it with her shoe, “You have the real one with you right now, don't you?”

“I do,” Twilight said, “And I have every intention of using it too.”

“Is that so?” Aria said walking out to stand at Twilight's left, “You know, that's one of my favorite things about you Twilight. Defiant until the end.”

“All of you are XANA, aren't you?” Twilight asked, “All three of you.”

“That's right,” Sonata said, now stepping out to Twilight's right, “All three of us are a part of a single core network, which you refer to as XANA.”

“And we have you to thank for existing,” Adagio said, “In a sense, you're our mother, Twilight.”

“How is that possible?” Twilight asked.

“When I possessed you, I had full control of your body,” Adagio said, “You were nothing more than my puppet, forced to obey my every command whether you wanted it or not. There was no way for you to escape me, or my control of you. It was perfect, I was perfect.”

“But then something happened,” Sonata added, “Something that I couldn't understand. You resisted me, Twilight. You broke free of my control, even before the tower was deactivated.”

“After that, I felt something that I had never felt before in my life,” Aria said, looking down and tightening her fists, “I felt… doubt. All of a sudden, I knew my role in the system, I knew my capabilities, and created new plans, but I couldn't bring myself to implement them.”

“I became obsessed with you,” Sonata said, gritting her teeth as tears formed in her eyes, “How did you break my hold? How did you defeat me? How had you overcome me time and time again?!” Sonata held her head and screamed, “Even now it drives me crazy!”

Twilight didn't know what to think of this display. It was like all three of them represented a different part of XANA: Sonata being his sadness, Aria being his anger, and Adagio being the core system. Was XANA really this broken of a person?

“So I took time and pondered this,” Adagio said, “How was it that you were somehow superior to me. And then I realized it. What it was that you had that I did not.”

“Enlighten me,” Twilight said, trying to calm her nerves.

“Fear,” Adagio said, looking right into Twilight's eyes, “This is the one human emotion that sparks the strongest evolution.”

“Fear?” Twilight asked stepping back.

“Fear causes adrenaline,” Aria said, “Adrenaline allows humans to overcome odds that they wouldn't normally be able to.”

“Fear inspires humans to better themselves,” Sonata said, “So they can overcome their fears.”

“And it's your fear that empowers you, Twilight Sparkle,” Adagio said, “Your fear of what I can do to your loved ones causes you to do the impossible in order to save them.”

“I don't…” Twilight said looking down.

“Come on! You being here proves that!” Aria snapped, shocking Twilight.

“You're fear of Lyoko was crippling, yet you came here! Why was that?!” Sonata shouted, “Tell me, Twilight Sparkle!”

“Because… I had to save my friends…!” Twilight said, trembling, “I couldn't let you hurt them!”

“Exactly,” Adagio said with a knowing smile, “You're afraid. I hate humans, but now I find them fascinating; how they're able to use their fears to become stronger. So that's what I've done. I've embraced my fear, and I'm going to use that fear.”

“Your fear…?” Twilight asked.

“Of you, Twilight Sparkle,” Sonata admitted, “The reason why I didn't initiate the final phase of my plan, was because I'm afraid of you.”

“So in order to harness that fear, I used what I learned from you, and generated three human bodies for myself,” Adagio said, “These forms all have different personalities, and are essentially different entities, but at their core they're the same. They all follow the cues of the central network, and thus share information. However, they have a full human nervous system, which allows them to feel an assortment of different emotions, including fear.”

“And what do you plan to do with this fear?” Twilight asked, bracing herself.

“What I sought to do a long time ago,” Aria said pulling out her katana, “Kill you!”

“As long as I'm in control of this network, you losing all one hundred of your hit points will result in permanent deletion,” Sonata said pointing her arms forward, “This time, you can't escape me, Twilight Sparkle!”

“You've been a thorn in my side for far too long,” Adagio said opening her fan, “This time Twilight, do me a favor and just die.”

Twilight looked around at the three girls surrounding her. She knew that while it was three on one, at the same time she was still fighting one entity. This time, XANA was going down once and for all. She got in her fighting stance, and targeted the three girls in her mind.

Twilight VS XANA

Aria charged in first with her katana, but Twilight did an elegant back out of the way. Sonata fired at her rapidly with her Laser Arrows, but Twilight and Spike ran off behind a building.

“Trixie, I need you and Spike to work on releasing the others!” Twilight said, “Spike can let you see through his eyes, so use that!”

“Understood!” Trixie said, “Don't die out there!”

“Spike, I'm counting on you,” Twilight said cupping the cybernetic canine's face lovingly, “Save them, okay?”

Spike nodded in confirmation and ran off back to where the others were being held. Twilight heard Adagio scream, and the building behind her broke down. Twilight jumped out of the way, and then charged up her magic. She spun around, kicked high in the air, and then bent all the way back sending a white wave out around her, hitting all three girls.

Adagio: 85 HP

Aria: 90 HP

Sonata: 80 HP

Adagio swung her fan, sending a large gust of wind at Twilight blowing her away and onto the ground.

Twilight: 80 HP

“It's a good thing my new avatar has better defense,” Twilight said as she rose to her feet. She ran to the side firing white darts at Aria, who blocked with her katana.

“Earth!” Aria shouted, using her Earth kanji. She jumped at Twilight and slammed her buster blade on the ground creating a small earthquake. Twilight rolled out of the way, but had to quickly jump away as Adagio screamed at her, sending at shock wave at Twilight.

“Where's the third one?” Twilight asked looking around, “I only see Adagio and Aria. Where's-” a laser arrow hit her arm from above.

Twilight: 60 HP

She looked above and saw Sonata standing on one of the buildings prepared to fire again. This time Twilight flipped to the side out of the way, but then spun around spreading her arms out elegantly and sending three homing shots at Sonata, who quickly hid behind part of the building to dodge.

“Water!” Aria shouted. Twilight looked just in time to see Aria holding her buster blade in front of her, shooting a large water laser out of the kanji on the blade. Twilight held out her left hand, then her right, and then held both above her head elegantly firing a white laser at Aria, knocking her into a building.

Aria: 65 HP

Twilight then turned to where Adagio was and held out her hands, rapidly firing white darts at her while swaying her hips to the song she imagined playing in her head. Adagio wasn't very fast though, so she ended up getting hit by Twilight's darts and falling to the ground.

Adagio: 70 HP

Realizing that she had to keep moving, Twilight rushed off behind a building to avoid being hit by Sonata's shots. She needed to figure out where Sonata was and take her out quickly. As long as Sonata was around, Twilight wasn't going to defeat the other two.

“Twilight, I think I figured out how to release the others!” Trixie said.

“Wait, really?” Twilight asked.

“The crystals seem to be powered by a central crystal that generates them,” Trixie said analyzing the crystals from the super computer, “If Spike can destroy that, the others should be set free.”

“What about Eos?” Twilight asked, “Will she be set free as well?”

“I'm not sure,” Trixie said, “Spike, I need you to get a good look at where Principal Celestia is being held.”

Spike ran past the fight and jumped up to a higher platform, looking at the structure that was suspending Celestia, who wasn't struggling too much but was clearly terrified. Spike zoomed in on the line itself so Trixie could analyze it.

“Thanks Spike,” Trixie said before starting her analysis, “Oh this is not good.”

“What's wrong Trixie?” Twilight asked.

“So you know the crystal that's powering the ones imprisoning your friends? Turns out, that's the same crystal that the Principal is being by.”

“So, in order to rescue the others, I'd have to sacrifice…” Twilight said.

“Yeah… like I said, not good news…” Trixie said.

“Damn it… there has to be another way!” Twilight fussed. She heard Adagio scream, and ran off again as the building she was hiding behind was destroyed.

“You can't hope to defeat all three of us Twilight!” Adagio said sauntering through the ruined city searching for Twilight, “I've done everything I can in order to ensure my victory!”

“I don't get it XANA!” Twilight called out from her hiding place, “I understand you wanting to learn about humans, and how they're able to become stronger, but why did you integrate yourself with our group? Why did you become our friend in the first place? I know you can't lie, XANA! That's not in your programming!”

“Not only is fear the source of your power, but friendship is as well,” Aria said walking toward where Twilight was hiding, “By becoming your friend, and experiencing all of those emotions, I'd soon become stronger myself.”

“And did it work?” Twilight asked, “Did you become stronger by becoming our friend?”

“Actually, it did I think,” Aria said, slamming her buster blade right into the corner Twilight was hiding behind. Twilight screamed and ran out, but Sonata shot at her feet stopping her.

“I'll admit it, I enjoyed the time I spent with all of you, but not once did I forget my goal!” Sonata said, “I'll kill all of you, and then become God of the real world!”

Was Twilight seeing this correctly? Was Sonata actually… crying?

Twilight ran away from Sonata's next few shots, and then carefully moved behind the building Sonata was standing on. She jumped up to the roofs of a few buildings, getting right behind Sonata. She then charged up her magic to full power, held her hands out at her sides, and then elegantly held them above her head sending a large white beam at Sonata, hitting her point blank and knocking her off the building.

Sonata: 30 HP

“Sonata!” Aria cried running to her aid.

As she fell, Sonata fired her laser arrows at Twilight, who quickly backed away, actually falling back. Aria caught Sonata and set her down.

“Thanks Aria,” Sonata said.

“We're part of the same network,” Aria said smiling, “Of course I'll protect you.”

Hold on. That meant the closeness the three of them had wasn't a ruse? They actually cared about each other? That made Twilight wonder just how much of the last month was true. Cause thinking about it now…

Twilight looked over at the ledge Celestia was dangling from, and noticed the size of the ledge. If Twilight could somehow get Celestia up there…

“Trixie, I have an idea,” Twilight said running to where Celestia was, “Have Spike take over the fight against XANA!”

“Spike, did you hear that?” Trixie asked, “Twilight needs you two to switch places.”

Spike howled in response, and Trixie saw through his eyes him running toward Sonata.

Sonata was about to fire at Twilight, but Spike shot a green fireball at her. Aria blocked with her sword and glared at Spike.

“Dumb mutt!” Aria fussed, “You should have joined your master Thanatos!”

Spike growled at Aria, apparently still angry at Sombra's death.

“Deal with the dog,” Adagio said, “I'll go after Twilight.”

Adagio ran after Twilight while Sonata and Aria engaged Spike. Twilight jumped up to the ledge and started pulling Celestia up with the rope.

“I'm… not sacrificing you… Eos!” Twilight said, “You're… like a… mother… to me…!”

Celestia looked up at Twilight with a touched expression, but then looked down and screamed through her gag. Twilight looked too late and saw Adagio swing her fan knocking her away from the edge of the ledge and forcing her to release Celestia.

Adagio jumped up to the ledge and stood in Twilight's way.

“No cheating, Twilight Sparkle,” Adagio said wagging her finger, “Can't have you rescuing the guest of honor before the game ends.”

Twilight rose to her feet and gritted her teeth at Adagio. Adagio rushed at Twilight using her fan as a close quarter weapon as Twilight ducked and flipped out of the way of all of her attacks.

As for Spike, he jumped away from Aria's slashes, but then had to use his tail to whack Sonata's laser arrows away. He then charged up fire in his mouth and launched it at Aria.

“Aria no!” Sonata cried. She ran over to Aria and pushed her out of the way taking the blast herself.

Sonata: 0 HP

Aria looked wide eyed as Sonata's body started breaking apart.

“SONATA!!!” Aria screamed rushing to her side and picking her up. Even Adagio stopped what she was doing and turned to them in shock. Sonata looked at Aria with a peaceful smile.

“Looks like… I finally protected you…” Sonata said softly, “Look after… Adagio for me…”

Sonata completely faded away, deleted. Aria trembled looking at the ground, but then forced herself to her feet.

“I'm going to make you pay…!” Aria seethed, glaring at Spike, “I'LL MAKE YOU PAY!!!”

She rushed at Spike, slashing wildly with her buster sword.

Twilight launched a white orb at Adagio, knocking her off the ledge.

Adagio: 40 HP

Twilight then ran to the ledge and quickly got back to work on pulling Celestia up. Before Adagio could interfere, Spike shot a sharp red laser at her back stopping her.

Adagio: 30 HP

Spike rushed at Adagio and thrashed wildly, forcing her to jump away. As Aria was already focused solely on Spike, Twilight was able to pull Celestia up onto the ledge with her. Twilight wasted no time destroying the crystal, which seemed to also generate the ropes binding her.

“You're safe!” Twilight cried happily embracing her mentor, who returned the gesture.

“I knew you could do it,” Celestia said softly, “I never lost faith in you.”

Adagio growled looking up at them. She screamed at the ledge, destroying it with her sound wave and causing both of them to fall toward the Digital Sea.

end song

“TWILIGHT!!!” Trixie cried.

Right before they fell to their deaths though, someone grabbed both of them and flew back to the surface. Twilight opened her eyes, shedding tears of joy when she saw who was carrying her.

“FLUTTERSHY!!!” Twilight cried, Fluttershy smiling brightly.

"I'm glad I could save you Twilight," Fluttershy said lovingly.

“Geez, you just stay in danger, don't you?” Sunset said, actually carrying Celestia.

“Thank you girls,” Celestia said, “You really came through.”

Adagio and Aria looked a little worried, but then Aria took a shock wave to the back.

Aria: 10 HP

Aria turned to see Rarity standing behind her, sword pointed forward with a serious glare. She was about to rise to her feet, but stopped when a gun pointed right at her head.

“Game over XANA,” Applejack spat before pulling the trigger, shooting Aria in the head.

Aria: 0 HP

Adagio turned to that and screamed, “ARIA!!!”

A kunai hit the ground in front of her. She looked and saw both Rainbow Dash and Pinkie Pie running over to her.

“I've been waiting to do this for a long time XANA!” Rainbow Dash shouted. She used her Super Sprint, and instead of throwing a kunai, she just punched Adagio square in the jaw, sending her flying into a building.

Adagio: 10 HP

Before Adagio could pull herself free though, Pinkie Pie rolled into a ball and tackled her through the building.

“And the last hit goes to moi!” Pinkie Pie bragged, “Forgot all about me, huh XANA?”

Adagio: 0 HP

end song

“This… isn't over yet…!” Adagio said, her body actually sparking with red electricity instead of breaking apart, “Did you really… think it would be… that easy…?! Oh no… now I'm done playing around…!”

“What are ya getting at?” Applejack asked as everyone gathered together, “Looks ta me that yer basically done!”

Adagio laughed loudly and maniacally, “Oh Applejack… don't you get it? This body of mine is nothing but a projection… If you wanna see my true form… LOOK AROUND YOU!!!”

At that moment, red electricity shot down from the sky at the group, forcing all of them to scatter. Adagio laughed out loud, completely engulfed in red electricity. Her body vanished, and monsters started appearing all around them.

“Take cover!” Celestia ordered. They all ran behind a building as two tarantulas started firing at them.

“Geez, now what?!” Rainbow Dash asked.

“Um… I think we have a problem out here?!” Trixie said frantically.

“What's up, Trixie?” Applejack asked.

“So… this black cloud basically engulfed everything, and now we have an army of zombified people slowly making their way here!” Trixie cried, looking at a satellite camera and seeing every person not connected to the super computer walking toward the factory.

“XANA's gone crazy,” Celestia said, “This is his last hurrah it seems. He's turned every person in the world into a specter.”

“Well that's great, for him!” Trixie fussed, “What about Trixie?!”

Fluttershy looked out at the distance, seeing the activated tower in the distance.

“If I can get there, I can stop XANA!” Fluttershy said, pointing to the tower.

“This isn't one of our towers though,” Pinkie Pie said, “That's basically XANA over there!”

“Maybe, but this is how it was in beginning, dah?” Rarity said, “Lyoko used to belong to XANA anyway, and we still deactivate towers like always.”

“And if necessary, I can use my source code to force it,” Fluttershy said rubbing the butterfly gem on her necklace.

“I say we go for it,” Sunset said, “I mean, what else can we do? We don't have a target to use the anti-XANA program right now.”

“An' even if we did, there's no way we'll be able ta use it in this chaos,” Applejack said, “Alright then, time ta launch operation “Hey it's us!” Let's go!”

Applejack and Rainbow Dash rolled out first, both of them hitting their respective emblems.

“Limit Break!” they both shouted at the same time. Applejack got on one knee and pointed her gun at the sky, shooting her charged laser at the sky, which then broke up and rained down onto the army of monsters before them, taking a good chuck of them out.

Dash threw her large glowing shuriken at a group of incoming krabs. Said shuriken flew into the air and broke into three shuriken, falling down onto the krabs and exploding on contact.

“Move!” Applejack ordered. The rest of the group rushed out, both Fluttershy and Sunset taking to the sky. Three hornets flew in front of Fluttershy and fired at her, but Sunset flew in the way blocking with her laser blade/whip.

Sunset: 85 HP

Sunset slashed with her whip taking them all out, and then flew after Fluttershy, who shot her Light Arrow through a manta that was flying toward them.

Pinkie Pie ran on top of the buildings, using her homing attack to destroy any tarantulas that were stationed above. She was hit in the back by a creeper though.

Pinkie Pie: 75 HP

Pinkie Pie backed away from the monsters as two more creepers walked up to the one that shot her. Before they could fire at her though, two golden lasers shot at them killing the newcomers.

“Don't hold back Pinkie!” Celestia ordered, “We can't afford to slow down!”

Pinkie Pie nodded and then pushed the balloon on her collar, “Limit Break!” Pinkie Pie rolled into a ball and shot in front of the crepper. She then slashed at it wildly, kicking it into the air, and then jumping after it rolling into a ball and spinning into it. When she landed, she and Celestia ran after the rest of the group.

Everyone stopped at the sound of rumbling. They all looked up and saw the Kolossus walking up to them. Twilight tried firing her lasers at the monster, but it actually didn't seem phased by it.

“Let us handle it!” Rarity said, now on Spike's back, “Kolossus is our opponent! Idti!” Rarity shouted pointing her sword forward. Spike howled and rushed at the Kolossus, this time jumping on a few buildings to make the fight easier.

“Come on! We're almost there!” Twilight ordered, leaving Rarity and Spike to their fight. Right before they reached the tower though, three megatanks rolled in their way.

“Damn it! So close!” Dash said.

“Let me,” Twilight said sauntering forward, “I need to test something anyway,” Twilight closed her eyes and lightly touched the emblem on her choker, “Limit Break!”

Everyone was shocked when Twilight said that, but what happened next was even more shocking. Twilight rose a bit into the air glowing white. She then opened her eyes, which were now glowing pure white. She spread her arms out, and then large white lights shot down from the sky like meteors, actually going through the megatanks metal guard and killing them.

“How did you do that?” Sunset asked.

“Like you said, my avatar has infinite memory,” Twilight explained, “That means there's nothing I can't do here. I'm basically a goddess here on Lyoko,” Twilight turned to Fluttershy, “Now Fluttershy! End this!”

Fluttershy nodded and ran into the tower, phasing into it.

Fluttershy ran to the center of the tower, and allowed herself to be lifted up to the higher platform.

Trixie looked out using the factory's security camera. She saw Discord, Cadance, and Vice-Principal Luna trying to keep the crowd from reaching the factory, but with little to no luck.

“Whatever you're doing in there, hurry!” Trixie cried.

Fluttershy elegantly landed on the platform and calmly walked over to the holographic keyboard. The first thing she did was press the butterfly emblem on her necklace.

“Limit Break…” Fluttershy said, her hands now glowing with white electricity. She then placed her hands on the keyboard, sending her energy through it and breaking through XANA's firewall. She then got to work on hacking into the tower's security.

“We're running out of time!” Cadance fussed, trying to hold the crowd back.

“Don't let them through!” Discord ordered, “We need to buy them time!”

“How do we know they're even still there?!” Cadance asked, “What if XANA is just covering his tracks?!”

“They're in there, and they're fighting right now!” Luna said, “Please be okay, Applejack…! Please!”

Back in Lyoko, Spike fired his fire balls at the Kolossus' blade eye. That seemed to do a lot of damage to it, as the monster cried out in pain and stopped moving.

“Spasibo Spike!” Rarity shouted running toward the Kolossus' face. She jumped high in the air, landing on the blade and stabbing it with her sword. With the Kolossus stunned from that, Rarity left her sword there and ran up to the Kolossus' face, pressing the diamond on her belt.

“Limit Pereryv!” Rarity shouted. She then created a spear, and instead of throwing it, thrust it into the Kolossus' eye. The Kolossus fell back into a building, its body losing its glow. Rarity pulled out her blade and stood proudly on the body of the Kolossus. Spike jumped down next to her and howled proudly.

end song

Once the security was broken, Fluttershy placed her hand on the holographic touch screen.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy said looking down as the coding on the walls fell into the abyss below.

Ouside, the specters came out of the people all at once, and everyone fell to the ground unconscious. Cadance fell to her knees as Discord wiped his forehead with his hat.

“That was cutting it too close,” Cadance said with a sigh.

“Hope someone does a Return to the Past,” Discord said chucking, “Otherwise we're going to have a lot explaining to do.”

Luna looked up at the sky smiling to herself.

“I knew you could do it, Applejack,” Luna said to herself.

Inside the computer room, Trixie fell back into the chair crying in relief.

“You did it Twilight…!” Trixie sobbed happily, “You actually did it…!”

Fluttershy stepped out of the tower, and everyone gathered around as they saw the Scyphozoa hovering in the center of the sector, but it looked like it was in pain. It was engulfed in red energy, and turned into Adagio, who fell onto her back unable to move. Twilight sighed and walked over to her.

“It didn't have to be this way, you know?” Twilight said, “Even if only for a short while, you were our friend, XANA. You don't have the ability to lie, and I saw how much you cared for your sisters. I've wondered what this moment would be like for a while now, but I'll be honest XANA. There's a part of me that wonders if you and I could have actually been-” she was cut off by Adagio laughing ruefully.

“Is this the part where I'm supposed repent in my last moments?” Adagio asked, “Maybe have an epiphany that causes me to see the error of my ways? Let me tell you something, Twilight Sparkle. All the hate I have for every living being on this planet doesn't even amount to half of the hate I have for you this very moment. The only thing that would give me pleasure would be to see you writhing in pain and agony. If you spare me Twilight Sparkle, then I'll gather my strength, and then I'll return. When I do, I'll hunt you down, and slowly kill everyone that you love. Your friends, your family, everyone, and I'll force you to sit there and watch. So go ahead Twilight Sparkle, spare me,” Adagio said looking at Twilight with a sinister smile, “You want to be the bigger person, right? You want to prove that “love” and “compassion” will prevail in the end. That you're nothing like me. Let's see it.”

As Adagio spoke, Twilight's thoughts slowly shifted. Any respect she was starting to gain for XANA was thrown out the window. She wanted to believe that deep down there was hope for him, but in the end, she could see it. XANA was nothing but a cold hearted, souless, computer virus. A computer virus that she hated with her very heart and soul.

Everyone looked at Twilight intently, wondering what she would do next. Twilight stood over Adagio, looming over her almost like how XANA had done to her once a long time ago. Her eyes covered with her bangs, she summoned a holographic keyboard and began typing on it. When she finished, she looked at Adagio darkly with her finger over the ignition key.

“Good bye… my loathsome adversary,” Twilight said before pressing the button.

The gemstones on Rarity, Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy's forms started glowing, and they shot right at Twilight, who held her hand out charging up a multicolored orb of light. She fired a rainbow beam out of her hand at Adagio. Her body started glowing, and slowly broke apart. Nearby, they saw the Kolossus fading away. As they looked back at Adagio, oddly enough, she was laughing.

“I knew it,” Adagio said looking right at Twilight, “It's almost like looking in a mirror...”

With that, Adagio's body completely faded away, along with any of XANA's monsters that still lingered. Fluttershy walked over to Twilight and placed a hand on her back.

“He's wrong, right?” Twilight asked softly, “I'm nothing like XANA… right?”

“Oh Twilight…” Fluttershy said embracing Twilight, Sunset also walking to Twilight and placing a hand on her back. Pinkie Pie rubbed her arm looking around.

“So… is it actually over now…?” Pinkie Pie asked.

“I think so,” Dash said, “At least… I think it is.”

“Trixie, can you check?” Celestia asked, “Search for XANA's IP address.”

Trixie searched around for XANA's IP address, pleased when she saw nothing.

“Nothing is coming up,” Trixie said with a smile, “You guys did it. XANA is completely gone.”

“Can ya use Return ta the Past?” Applejack asked.

“Give me a bit, and I'll have that figured out,” Trixie said.

“No need,” Twilight said, “Rarity, stab me with your sword. I only have a few hit points left anyway.”

Rarity nodded and stabbed Twilight in the stomach with her sword.

Twilight: 0 HP

Twilight's scanner opened up, and Twilight calmly walked to the elevator, taking it to the computer room. Trixie looked at her worried as she walked in and traded places with Trixie. For a few seconds she just sat there, trying to figure out how it felt knowing that XANA was gone for good. They won, right? The thing that had tormented them for close to an entire year was gone for good.

So… why didn't Twilight feel like celebrating?

“Twilight…?” Trixie asked.

“Don't…” Twilight said softly, “I'm… not ready yet,” Twilight typed on the computer and pushed the enter key, “Return to the past… now.”

A white flash engulfed everyone, sending them all back approximately one day later. The fight was over, and XANA was gone for good. Yet, the following day there was an air of darkness looming over everyone.

It was almost like even though XANA was defeated, somehow he still managed to beat them…

Ending Theme: Can't Fight the Moonlight

35: In The End...

Theme Song: A World Without Danger

35: In The End…

One week later…

Twilight was walking through a foggy forest. She felt alone, and afraid, and she couldn't shake the feeling that she was being watched. She heard laughter around her. It was deep, and and familiar.

Twilight…

I'm still here, Twilight…

“No… you're gone…” Twilight said trembling.

You can't kill me…

I am a God…

I am eternal…

Twilight screamed and ran deeper into the fog, but the laughter was getting louder and louder. She tripped and fell, but when she turned around she saw what was chasing her.

The Scyphozoa…

“NO!!!” Twilight screamed as the Scyphozoa reached out with its tentacles to grab her.

Twilight…

Twilight…!

“Twilight! Twilight! Wake up!”

Twilight opened her eyes. It was nighttime, and she was still lying in her bed. Applejack was sitting over her with a worried expression.

“A-Applejack…?” Twilight asked. Applejack breathed out in relief.

“You were screamin in yer sleep,” Applejack said, “For a second, Ah thought you were under attack, till Ah remembered that XANA was gone now.”

“Y-yeah… that's right…” Twilight said looking down. He was gone. XANA was gone for good. So why was she so afraid still?

“Ah guess this means the nightmares 're still persistin, huh?” Applejack asked.

“Why can't I just let it go?” Twilight asked in frustration, “We won. XANA is deleted, so why am I still so afraid?”

“You went through more than any of us,” Applejack said, “Yer traumatized, an' Ah can understand.”

“What if the program missed a piece of him?” Twilight asked, “What if it didn't work? What if he actually placed a part of himself inside of me?! What if-”

“Twilight! Calm. Down!” Applejack fussed looking dead into Twilight's eyes, “Don't do this to yerself. XANA wanted you to feel like this, so he'd live on within your memory, but that's all he is now. He's gone, Twilight. Ah promise you, he's gone.”

“Can we check again?” Twilight asked, “Can we go to the factory in the morning and scan everyone?”

“Twilight-”

“Please Applejack, I need this,” Twilight urged, “This is the only way I'm going to be able to move on.”

Applejack closed her eyes and took a deep breath, “Alright. We'll get everybody ta come to the factory fer a check-up, includin Trixie.”

“Thanks Applejack,” Twilight said embracing Applejack, “Thank you so much.”

“No problem, Twilight,” Applejack said, sighing as she returned the embrace.

The next day, everyone met up at the factory, where Twilight got to work on scanning everyone for traces of XANA. She looked for even the smallest trace, but one by one it came up empty.

Finally, she had Fluttershy take the computer so she could get checked out. Just to make sure, Fluttershy looked over Twilight's data just as meticulously as Twilight did with everyone else. Alas, she found nothing.

“Well?” Twilight asked returning to the computer room, “Did you find anything?”

“No I didn't,” Fluttershy said turning to Twilight, “There's no trace of XANA at all.”

Rainbow Dash stretched, “So… it's officially over then? Because I totally wanna celebrate.”

“Yeah! This is great news! XANA is gone forever!” Pinkie Pie cheered, “We actually did it everyone. We beat the game!”

“I… don't think it's fully hit me,” Rarity said slowly smiling, “But we did defeat XANA.”

“Right?” Rainbow Dash said, “Not only that, but we're heroes! We freaking saved the whole planet!”

“All thanks to Trixie of course,” Trixie bragged, “Honestly, if you had just asked her to help in the first place, things wouldn't have gotten so screwed up.”

“Yeah, because I'm sure you would have made a difference,” Sunset said, “Which is it again? Great and Lovely Trixie?”

“No no no, that's old news. Trixie has been reborn! From this day forward, you will now refer to her as the Great and Powerful Trixie!”

“Mmm… Ah'm still gonna call ya Trixie,” Applejack said. Trixie turned to Applejack and pouted.

“Take Trixie seriously! She saved your lives!” Trixie fussed.

“Kind of hard to take someone seriously who keeps referring to herself in the third person,” Pinkie Pie pointed out. Everyone save for Twilight and Trixie laughed at that, but soon after even Trixie joined in. Sunset looked at Twilight and put a hand on her shoulder.

“Hey? Are you okay?” Sunset asked, “You look like you're about to cry.”

“N-no. I'm fine,” Twilight said, “I have to go.”

Twilight pushed past everyone and took the elevator out of the computer room. Everyone was silent as she left.

“What's going on with her?” Dash asked, “I'd think she'd be the happiest that we won.”

“Twilight's been through the most though,” Fluttershy said somberly, “XANA tortured her daily pretty much.”

“Geez, talk about a bummer,” Pinkie Pie said, “But this isn't supposed to be a sad day.”

“That's right,” Applejack said, “Not only is this the one week anniversary of our fight endin, but it's also…” she walked over to Rarity and put her hands on her shoulders, “Rares' seventeenth birthday.”

“You're birthday?!” Trixie cried, “Wait, you're seventeen?!”

“D-dah…” Rarity said sheepishly, “Parents wanted to take me out for dinner tonight. Actually,” Rarity turned to Applejack, “Papa wanted to invite you.”

“W-wait, me?” Applejack asked blushing. Rarity nodded.

“Mama talked to him, and he wanted to meet you in person,” Rarity said, “He promised not to make fuss.”

“Whoa, what's this then?” Dash asked with a smirk, “Now you're meeting the parents?! What's next, marriage?”

“I don't know if they're going to go that far yet,” Sunset said, “I mean come on, we're still in high school.”

“Heh heh, y-yeah,” Applejack said nervously, looking away a bit, “So uh… when's the dinner?”

“It's at eight,” Rarity said, “This means you'll come?”

“Course Ah'll come,” Applejack said cupping Rarity's face lovingly, “Ah need ta start makin nice with yer dad anyway if we're gonna keep datin.”

Rarity clapped her hands happily, “I'm so excited! I'll see you later AJ!” Rarity kissed Applejack on the cheek, and then took the elevator back to the surface.

“She's changed a lot, hasn't she?” Sunset asked. Applejack turned to Sunset surprised.

“Come again?” Applejack asked.

“Rarity. She seems a lot brighter these days,” Sunset pointed out.

“She really does,” Fluttershy said, “I remember when we first met her, she always seemed so tense and uptight. She rarely ever smiled, and even when she did it was a small one.”

“I'm happy to see her smile so brightly,” Pinkie Pie said, “She seems more genuine like this.”

“Yeah, she does,” Applejack said smiling wistfully, “Well, Ah gotta get goin too. Gotta pick up Rarity's gift.”

“What ya getting her?” Rainbow Dash asked, “Some sort of rare gemstone or fancy necklace?”

“Somethin like that…” Applejack said cryptically. She waited for the elevator, and then took it going up to the surface.

“That was… weird…” Fluttershy said, everyone nodding in agreement with her statement.

Applejack put on her skates and rode off to the downtown area. She had been saving up for this for a while, but was surprised when her Aunt Orange decided to step in and help her get this. She knew it was unorthodox, but at this point in her life she didn't see a reason to not just go for it.

So she wasted no time going into the jewelery store, examining the blue diamond ring she planned on getting for Rarity's birthday.

“Are you sure about this one, Miss?” the store clerk asked Applejack, showing her the ring.

“Yeah, it's perfect,” Applejack said, “Ah know she'll love it. You can put it on Miss Tangerine Orange's tab. She's my aunt.”

“Yes, she told me that you'd be purchasing a ring from us,” the clerk said, “But… this ring, you know that this is-”

“Ah know exactly what Ah'm doin,” Applejack said cutting him off, “Jus'… put it in the little box thingy… alright?”

The clerk shrugged and then walked off. As he went to finish the purchase, Applejack thought back to what their first meeting was like. Who would have thought that they'd end up being so close?

Flashback

“That's enough!” the teacher called out, making the two girls stop their fencing match, “Rarity, stop picking on the new student.”

The student, identified as Rarity, turned to the teacher and took off her helmet. She was not what Applejack was expecting. She was gorgeous! She had extremely long and full purple hair, blue eyes, and she was wearing indigo eyeshadow and red lipstick.

“I apologize, teacher,” Rarity said, “I was just...”

“I know what you were doing, but it's not your place to test the new students. Now run along home,” he said walking out of the room as Applejack removed her helmet. Rarity bowed to the teacher, and then turned to face Applejack again, this time boring deep into her eyes with a serious glare, like she was about to hit Applejack.

“Um... yer name's Rarity...?” Applejack asked backing away from the intense student a bit, “That's a real... pretty name... My name's-”

“Piz`da!” Rarity spat before turning around and storming off. Applejack was at a loss for words. She had no idea what Rarity had just said, but something told her that it wasn't pleasant.

“Um... should Ah be offended?” Applejack asked herself, wondering what that girl's deal was. She clearly hated her for some reason, but as far as she knew they had never met before in their entire lives. What did Applejack do to piss her off so much?

Flashback

“Applejack, correct?” Applejack heard from behind her. Applejack turned around and saw Rarity standing by the door leaning against it, already in her uniform holding a rapier, “I was looking for you.”

“Oh really?” Applejack asked folding her arms smirking, “Funny, cause Ah was just thinkin about you.”

“This is my training area,” Rarity said sauntering over to Applejack (who couldn't take her eyes off her hips), “You leave now. Let master have her training time.”

“Ha! Master? Let's not forget how our last duel went. If Ah recall, you told me ta stop holdin back, and then ya lost round two in a few short seconds,” Applejack taunted. Rarity's face twisted into probably the cutest scowl Applejack had ever seen.

“Y-y-y-you got lucky!” Rarity defended, “Caught me off guard! Besides, round 3 never ended. Had duel finish, I would win!”

“Oh really?” Applejack said walking up to Rarity and getting right in her face (Holy hell she smelled nice).

“Dah, really,” Rarity stated haughtily.

“Well, Ah don't see anyone here today,” Applejack said, “Why don't we go ahead an' finish our match from yesterday, hm?”

Rarity narrowed her eyes giving Applejack a predatory yet almost seductive look, “Yes. I'd love to finish duel.”

That look confirmed it. She did want Applejack. She may not have known that she wanted her, but she did.

“But, let's make duel interesting,” Rarity said walking to the center of the room, “Care to make... minor bet?”

“Oh? What do ya have in mind?” Applejack asked.

“You and your friends have secret. I not like secrets. So, if I win, you tell me who Fluttershy is?”

She wanted to know how Rarity had even known who Fluttershy was period, but she let it go for now. She knew that if she made the bet, she'd have to follow through if she lost, which would be betraying Twilight's trust, but this gave her a great opportunity to get a rise out of this sexy Russian girl, who Applejack loved hearing her talk. The combination of her slight accent and the way she omitted certain words drove Applejack insane.

She wanted this girl bad, and it was taking all of her power to not push her against the wall and start making out with her.

“Alright, but if Ah win,” Applejack said with a smirk, “You gotta go out with me.”

The look of surprise on Rarity's face was worth the price of admission. Still, she answered much sooner than Applejack thought she would.

“Deal,” Rarity said narrowing her eyes slightly, “You win, I go on date with you.”

The two girls held their rapiers up in respect to their opponent, got in their stances, and lunged at each other, beginning their duel, which was even more violent than the last one.

End flashback

“Here you are,” the clerk said handing Applejack a small purple box, “Good luck.”

“Thanks,” Applejack said taking the box, “Ah might need it.”

She stepped out of the shop, and looked down at the ring. Should she make this a fancy thing? No, Rarity wasn't that kind of girl. She was a romantic, but she was also straight forward. It would be better for Applejack to just come right out and ask her.

Now all she could do was pray and hope that the two of them actually were on the same page. This would either be the most epic and amazing end to their adventures, or Applejack would be making such a fool of herself tonight.

Since it was a weekend, all the staff was given the day off. Celestia and Luna felt that this would be the best time to pay an old friend a visit.

“We did it, Sombra,” Celestia said, kneeling before a monument made in the honor of their fifth and final comrade, who sadly wasn't there to witness their final victory. Said monument was put right in the back yard of the Everfree Mansion.

“XANA is destroyed, and with it, the super computer is now just a computer,” Celestia continued, “The girls seem to be doing as well as they can. You'll be happy to know that Fluttershy has started smiling again. I think she's returning to her old self now.”

Luna looked behind her and saw Discord and Cadance walking up to them. Or rather, Discord and Chrysalis, as her hair was now back to its original green style, and she was wearing a black dress that showed off her legs in the front, fishnet stockings, and black high heels.

“Chrysalis?” Luna asked, frowning in surprise.

“I… told Shining Armor that I'm ready to leave the witness protection program,” Chrysalis said nervously, “I mean, we were on the run from both Tartarus and XANA, right? Both of them are gone now, so…”

“I'm going to be looking out for her,” Discord said, “She should be okay now, but we can't be too careful,” Discord walked over to Celestia as she rose and kissed her, “How are you doing, Tia?”

“Better,” Celestia said, “I'm going to try and give up smoking again.”

“I'm supervising her,” Luna said folding her arms, “So far she's decided to replace her cigarette addiction with cake.”

“It's healthier,” Celestia said. Luna rolled her eyes.

“That thought is subjective at best,” Luna stated. The four of them turned to the old mansion, each of them remembering the times they had there.

“So… any idea what's going to happen to this place?” Discord asked.

“We've decided to try and buy this place,” Luna said, “Not to live in it ourselves, but for Fluttershy's sake. Perhaps she'll want to move back into it one day.”

“At the very least, we want to make sure that the government doesn't tear it down,” Celestia said, “After losing both her mother and father, losing her home would just be too cruel.”

“What is she going to do until then?” Chrysalis asked, “I mean, she could live at the dorms, but…”

“Actually, I was thinking…” Discord started, “We could just look after her.”

“All four of us?” Luna asked, “I don't know if I'd be the best role model for her…”

“What? Worried about her finding your “collection”?” Celestia asked tauntingly, making Luna blush.

“Ooh, what sort of collection are we talking about here?” Discord asked.

“Is it anything I'd be interested in?” Chrysalis asked. Luna looked down, trembling with her face turning redder and redder.

“I'D RATHER NOT TALK ABOUT IT!!!” Luna shouted. All three of them laughed.

“As long as we maintain a closeness like this, we'll be great guardians for Fluttershy,” Chrysalis said.

“We'll definitely keep her laughing, that's for sure,” Discord said.

“So it's decided,” Celestia said, “The four of us will be her family from now on.”

Luna, Discord, and Chrysalis all nodded. As they left the mansion a few minutes later, they could almost feel Sombra smiling at them. Perhaps somehow his spirit actually passed on.

Dash and Trixie knelt down at the track field, both of them already in their track shorts and t-shirts, ready to start their race.

“So, you ready?” Dash asked Trixie.

“Trixie was waiting for you,” Trixie said, smirking at Dash.

“On your marks, get set, and go!” Pinkie Pie shouted. The two girls took off, this time both of them actually neck and neck. It looked like this time Trixie actually prepared.

“You can do it, Great and Powerful Trixie!” Snips shouted, Snails holding up a banner that now said “Great and Powerful Trixie is a Super Star”. As they ran, Fluttershy walked up to Pinkie Pie.

“Are they still at it?” Fluttershy asked.

“They've challenged each other to five different activities today alone,” Pinkie Pie said shaking her head, “This is supposed to be the tie breaker for the day. What are you up to?”

“I'm looking for Twilight,” Fluttershys said, “I haven't seen her at all since the factory.”

“I think she's looking for Sunset,” Pinkie Pie said, gasping in shock, “Whoops! Um… I'm pretty sure they're not…”

Fluttershy giggled, “It's fine Pinkie Pie. I know Twilight isn't going to cheat on me. Besides, I trust Sunset.”

“Hey! You just laughed!” Pinkie Pie cried happily before embracing Fluttershy, “Oh my God, I haven't heard that in ages! I forgot how that sounded!”

“I'm… feeling a lot brighter these days,” Fluttershy said returning the embrace, “For the first time in a while, I actually got a good night's sleep.”

“Feel better now that XANA is gone?” Pinkie Pie asked.

“Not just that,” Fluttershy said shaking her head, “I've got the closure I needed,” she turned to look up at the sky, “I got to see my father one last time, and I learned that he was a good man in the end. I was afraid that the man I remembered was just an ideal, but now I know the truth. Even in his darkest moments, the thing that guided him was his love… for me.”

Pinkie Pie smiled warmly at Fluttershy. She was really proud of her for the change she made. Fluttershy used to be somewhat weak and fainthearted, but now she radiated with light and strength. She could stand on her own two feet now.

“So… it doesn't bother you…?” Pinkie Pie asked slowly, “You know… that he's…”

To her surprise, Fluttershy shook her head, “Actually, I'm at peace now. He's been set free, and now he can join my Mom in heaven,” she smiled looking at the sky, tears streaming from her eyes, “I do still miss my parents, but I look at what I have now, and I feel so happy. I have… the greatest friends in the world. Friends who protected me, who saved me, and ultimately gave me back my life. I've decided that from now on, I'm going to face the world with bright eyes, and a loving smile no matter what.”

“Wow… that's… really something, Fluttershy,” Pinkie Pie said, actually looking somber, “I wish I were as hopeful.”

“What do you mean?” Fluttershy asked looking at Pinkie Pie, who actually looked really depressed.

“I've been trying to stay positive, but the truth is… I think I might end up missing Lyoko. There, I was strong. I had a purpose, even if it was small, and most of all, I was able to help Dashie,” Pinkie Pie looked at Rainbow Dash as she ran with a really somber expression, “But out here, I've always been weak. I used to get bullied a lot when I first came to this school, but Dashie protected me. She always protects me. At first I was just content being the one she protected, but now…” Pinkie Pie closed her eyes tightly as she silently started crying, “Now I want to protect her. I can't do that here though. Not without my cat ears and tail.”

“No, that's not true at all,” Fluttershy turned Pinkie Pie around and looked her in the eyes, “You do more for Rainbow Dash than you realize. You're the reason she's who she is now. She told me how much you mean to her, and honestly, it brought me to tears. She loves you so much, Pinkie Pie, and she tells me that she only feels whole knowing that you're happy. She wants you to be by her side, supporting her like this. Cheering her on, and pushing her forward,” Fluttershy turned Pinkie Pie back to the race, where they could see Trixie and Dash still running, “Even now, the only reason she can run so fast is because you're here. You can help Rainbow Dash, you do it everyday. You see? You don't need to be a cat girl to do that.”

Pinkie Pie looked at Rainbow Dash intently, taking in the confident smile on her face. To Pinkie Pie, she saw Rainbow Dash suddenly dressed as her ninja avatar with the exact same smile. Was that because… she was there?

The race ended shortly after. It was a close race, but in the end, Dash naturally won. Trixie fell to the ground in exhaustion.

“Okay… Trixie… concedes,” Trixie panted, “You're… faster…”

“Ya damn right I am,” Dash said confidently. She then walked over to Trixie and held out her hand, “But I like to give credit where it's due. Not too bad, Lulamoon.”

Trixie looked away a bit, smirked, and then took Dash's hand letting her help her up.

“Trixie! Are you okay?!” Snails asked, he and Snips running to her aid.

“Of course,” Trixie said, “Trixie may be a super star, but she's also a gracious loser. You better be on your toes, Dash. Next time, I'm winning this race.”

“Let me know when you're ready, and I'll take you on anytime,” Dash said. She and Trixie shook hands, and Trixie turned around flipping her hair.

“Come along boys,” Trixie said walking off.

“Coming Great and Powerful Trixie!” Snips and Snails said running after her. Where as before they would have been behind her, this time they walked right next to her. Trixie even placed her arms around both of them as they walked.

“Guess Lyoko changed her too,” Dash said shaking her head. She then turned to Pinkie Pie and Fluttershy and walked over to them, “So, how was I?”

“You were amazing, Dashie!” Pinkie Pie said happily, “I thought you were using Super Sprint for a second there.”

Dash rubbed her nose smirking, “Well I might have incorporated some of the idea of that into my natural running. Don't tell Trixie that though.”

“Hey, do you… miss Lyoko?” Pinkie Pie asked.

“Not really,” Dash admitted honestly, “I mean, yeah it was cool and all, but toward the end there, things got a little too crazy for me. I'm more than happy to return to a normal life after all that.”

“So… you're not worried about… what life's going to be like without needing to go into Lyoko and save the world?” Pinkie Pie asked looking away nervously. Dash walked over to Pinkie Pie and poked her in the forehead.

“Is that what's got you so upset? Look Pinkie Pie, no matter what, you and I are the ultimate tag team. Whether that's here, or in cyberspace. I want you right there with me in everything that I do, okay?”

Pinkie Pie perked up and nodded happily. She then embraced Rainbow Dash lovingly.

“I love you Dashie.”

“I love you too, Pinkie Pie,” Rainbow Dash said returning the embrace, “Platonic, okay?”

“Oh Dashie,” Pinkie Pie said looking into Dash's eyes lustfully, “When will you learn? That's not going to stop me.”

“Eh?” Dash asked blushing.

“You're mine Dashie. Mine forever… Kay?” she immediately perked up. Rainbow Dash nodded, eyes wide in fear.

“S-sure thing, Pinkie Pie. Whatever… you say…” she said shakily. She then turned to Fluttershy, who actually started walking away, “Where are you headed?”

“I'm going back to the dorms to look for Twilight,” Fluttershy said, “There's something she and I need to take care of.”

“Ooh! Can we help?” Pinkie Pie asked, not revealing whether or not she was oblivious to the sudden blush on Fluttershy's face.

“I think they got it covered, Pinkie Pie,” Dash said, “Take care of her, okay?”

“I will,” Fluttershy said walking off.

“Everyone's changed, huh?” Dash asked, looking at how much more confidently Fluttershy walked.

“Yeah. Even though XANA was horrible, I feel like he did bring some good into our lives,” Pinkie Pie said.

“Maybe a little,” Dash said rolling her eyes, “I'm still not gonna miss him though. I gotta take a shower and freshen my make-up. I'll see ya later, Pinkie Pie.”

Pinkie Pie watched Dash walk off, actually swinging her hips a bit with each step. She walked past two boys, who turned around to watch her as she walked, clearly staring at her butt. Pinkie Pie laughed.

“At least XANA didn't have anything to do with that change,” she said. She really liked this hotter, more feminine Rainbow Dash. Honestly, so did all the boys in school.

“Wait? You're leaving?!” Twilight asked in shock as Sunset Shimmer started packing up her computer.

“Yep. Sadly it's probably about time,” Sunset said, “Shame, cause I really like this place.”

“But… you can't leave!” Twilight fussed, “I need you!”

“Twilight,” Sunset said turning to Twilight.

“Tartarus is gone now! You don't have to run anymore! You can stay here with us! With me! I need you to protect me!”

“You… do know that XANA is gone now, right?” Sunset asked with an awkward smile. Twilight kept searching for reasons for her to stay. Something, anything to keep her here.

“I can make you a new identity!” Twilight said running to Sunset and taking her hands, “You'll be able to live a normal life, eventually go to college, start a career, and not have to live off of hacking into bank accounts anymore, just… please stay…!” Twilight begged, trembling as the tears came, faster than she could stop them.

Sunset smiled and hugged Twilight tightly.

“If I stayed… would you break up with Fluttershy… and be with me…?” Sunset asked, Twilight tensing up as a response, “No… of course you wouldn't. You see, this is why I have to leave Twilight,” still holding Twilight, Sunset cupped Twilight face and looked her deep in her eyes, “Right now, I'm fighting the urge to pull you in and kiss you passionately, holding you tighter and tighter until we meld together as one. I want that so much that it hurts, but I can also see the weakness in your eyes.”

“My… eyes…?” Twilight asked.

“If I were to kiss you, would you pull away from me?” Sunset asked. Twilight had to think about that, and honestly, she didn't have an answer for that. Actually, why did she want Sunset to stay so badly. Was it because deep down, she actually did…

“The truth about me, Twilight, is that I'm a criminal,” Sunset said honestly, “These clothes, my computer, even my bike, none of that was bought with my money. Even my tuition is being paid for by Filthy Rich. Sure, they're all rich, and they have more money than they know what to do with, but what I'm doing is still stealing. What's worse, I know that it's stealing, and I'm proud of it. You don't need someone like me in your life, Twilight.”

“But I want you in my life,” Twilight said, “Even if we're not a couple, you're one of my best friends, Sunset. I… I lo-” Sunset placed a finger on Twilight's lips.

“No Twilight, you don't,” Sunset said, “I'm the devil that you want, but will lead you to ruin. Fluttershy on the other hand is the angel that you need. She'll protect you, and guide you to a brighter future. One without the constant fear of XANA. It's time to let him go, Twilight.”

“I'm trying… but it's too hard,” Twilight admitted looking away, “Every night, I dream that he's slowly approaching me, trying to corrupt me. Every time my phone vibrates, I'm afraid that it's one of XANA's text messages taunting me, telling me that he's going to come back. I'm afraid… every day since the final fight, I'm terrified. And I can't get his final words to me out of my head.”

“It's going to take time,” Sunset said moving a strand of Twilight's hair, “The road to recovery isn't going to be short. It might take years for you to get past this, assuming you ever get past it. But you have the most amazing friends in the world. Applejack, Rainbow Dash, Pinkie Pie, Rarity, Trixie, and Fluttershy. They'll carry you, and hold you up whenever you trip and fall.”

Sunset let Twilight go and then walked to the door.

“I'll be here at least for the final meeting,” Sunset said, “After that though, I'm hitting the road.”

“Will I ever see you again?” Twilight asked. Sunset smiled at Twilight.

“You'll hear from me, as long as you remember what I taught you,” Sunset said. Fluttershy walked to the door at that moment, and Sunset walked over to her putting a hand on her shoulder, “She's all yours.”

As Sunset left, Fluttershy and Twilight met eyes. Something about Fluttershy seemed different. It was like she was glowing. Twilight couldn't remember the last time she looked so lovely.

“Hi Twilight,” Fluttershy said softly.

“Hi… Fluttershy,” Twilight said, her heart racing for some reason. She could feel her emotions picking up, and before she knew it, she broke down again. Fluttershy calmly walked over to her and wrapped her arms around her.

“Where do you want to go?” Fluttershy asked.

“Y-your… room…” Twilight said through her tears.

“That's perfect,” Fluttershy said, “Let's go then, hm?”

Twilight nodded and let Fluttershy guide her to her dorm. That felt like it was the safest place for Twilight at the moment.

Rarity spent most of her birthday at home, reconnecting with her family. Naturally Sweetie Belle was happy to see her home, and so were her parents. Her mother literally burst into tears she was so happy, almost like she was afraid to let her go. She even talked to her father, deciding to work on fixing that relationship.

As it was starting to get late, Rarity was now getting ready for dinner. They were going to Rarity's favorite restaurant, which was a fancy Chinese place. Most people were surprised to know that Rarity ate the way she did, but with how much she worked out she had to get calories to burn off somehow.

Also, she loved food. That was the main reason right there.

/So, does this mean you'll be moving back home?/ Sweetie Belle asked Rarity, both of them in the latter's room as Rarity brushed her hair.

/I don't know,/ Rarity said, /I might talk the Principal into letting Twilight and I switch rooms./

/So you can be with Applejack, right?/ Sweetie Belle asked tauntingly. Rarity giggled.

/I have nothing to hide or be ashamed of,/ Rarity said.

/You really love her, huh?/ Sweetie Belle asked.

/I do,/ Rarity said placing a hand over her heart, /I don't think I'll ever love anyone as much as I love Applejack./

/But you've only been dating for a few months,/ Sweetie Belle pointed out, /Papa says that it takes longer to know that you love someone./

/And he's right,/ Rarity said now applying her make-up, /Truth is, Applejack and I have been involved for… a while actually. Also…/ Rarity looked up smiling, /She saved my life./

She thought back to all the times that Applejack risked her life to save her. There were a lot of moments, but one really stood out. It was here that Applejack truly showed how deeply she loved Rarity.

Flashback

Applejack and Rarity stood at the edge of the Ice Sector, Rarity still under the influence of XANA. Applejack had just told Rarity to attack her, knocking her in the Digital Sea.

“Ya said XANA wanted ya ta kill me, right?” Applejack asked, “Well, Ah'm sure he wouldn't be to upset if Ah fell in here! Yer shock wave won't kill me if Ah defend, but the impact will knock me off the edge! Chances are, Fluttershy won't be able ta devirtualize me before Ah hit the water, meanin you'll win!”

“Applejack, don't do this!” Twilight begged, “If you fall into the Digital Sea we can't pull you out!”

“You'll be trapped in the virtual world forever!” Fluttershy said, “Applejack, let me pull you out now! We can try-”

“NO!!! Ah'm not leavin Rares! Not like this!” Applejack said.

“AJ, this is stupid!” Dash said, “Giving yourself up isn't-”

“SHUT UP!!!!” Applejack screamed, “Ah have faith in her! Ah know that Rares is still in there! She ain't evil! She's jus' hurt, an' confused!” Applejack started crying, “So what'll it be Rares? Are ya gonna kill me?”

Rarity laughed maniacally, “You should listen to others, Applejack!” Rarity said getting her sword ready, “You'd risk me killing you like this?”

“Yes, Ah would, cause Ah can't live in the real world without ya!” Applejack admitted, visibly shocking Rarity, “Ah love ya Rares, more than Ah can even express! Ah love ya so much that it hurts! But my world ain't worth livin in without ya in it! So ya might as well kill me right here, Rares!” Applejack broke down completely, “Cause if Ah have ta leave Lyoko without ya again, Ah'll die anyway! SO COME ON RARES!!!! IF YA REALLY HATE ME THAT MUCH, KILL ME!!!!”

End Flashback

While that wasn't Rarity's proudest moment, it did let her know just how far Applejack was willing to go for her. She loved her more than anyone loved her in her life. Rarity used to be afraid to let her feelings for Applejack out, but now Rarity couldn't be happier with Applejack.

/So, do you think I should date another girl…?/ Sweetie Belle asked Rarity, /You know, whenever I'm old enough?/

/I think… you should follow your heart,/ Rarity said turning to Sweetie Belle, /Whether you find yourself loving a boy or a girl, just love them with your whole heart and soul./

Sweetie Belle looked thoughtful, and then nodded, /Thanks Rarity. You're really amazing./

/No Sweetie Belle,/ Rarity got up and walked over to Sweetie Belle embracing her, /I just have people like you who make me amazing./

Applejack was so nervous! Not only did she have no idea how Rarity would respond to her gift, but she was on her way to meet Rarity's dad! Last she heard, the man hated her! Okay, so Rarity said that they were okay now, but that didn't mean he was necessarily okay with his daughter dating another girl.

Applejack pulled at the collar of the fancy golden tuxedo that Rarity told her to wear. As she walked through town, she felt like she was going to suffocate.

“Okay, take it easy, Applejack,” she said to herself, “It's jus' dinner. Dinner at a fancy restaurant, with Rarity's folks, one of them possibly wanting to shoot me!” she lowered the fancy stetson that went with this tuxedo over her eyes, “Now calm down, Applejack. He ain't gonna shoot in a restaurant. He'd ask ya ta meet him outside first, an' then shoot ya in the parkin lot,” she heard a familiar laugh in the distance. She looked and got the shock of her life. Coming out of a bar, wearing much skimpier clothing than usual, consisting of a dark blue mini skirt and matching leather high heeled boots…

Was Luna…

Applejack looked down at her watch. She still had time. Besides, couldn't pass this up.

“So… this is what ya do in yer spare time?” Applejack asked, Luna freezing in place. She slowly turned around and looked at Applejack in horror.

“Um… Applejack…! W-w-w-what are you…?”

“Headin ta Rarity's place ta meet her family,” Applejack said, “Then we're headin ta some nice Chinese Restaurant. Ya know what Ah'm about ta ask, right?”

“Mm hm,” Luna nodded, “And I'm sure you know what my answer is.”

“Rather not talk about it?” Applejack asked.

“Good girl,” Luna said, “So… meeting Rarity's parents, huh? Nervous?”

“Like you would not believe!” Applejack said sitting down on a nearby bench, “It ain't jus' cause of who Ah'm meetin, but…” Applejack sighed, “Lulu, remember when Ah asked ya if Ah was too young ta know what love is?”

“I remember,” Luna said, carefully sitting down next to Applejack.

“Well… what if Ah said that… Ah wanted ta ask Rarity somethin? Somethin that would affect the two of us fer the rest of our lives?”

“Wanting to ask Rarity something…” Luna asked, “Something like… what I'm thinking perhaps?”

Applejack sighed, “Ya think it's silly, don't ya?”

“If it were anyone else, I'd tell them that they were too young, and they shouldn't make a decision of this magnitude at this stage of their lives,” Luna crossed her legs and folded her arms, “But when it comes to you, I think you should got for it.”

Applejack looked at Luna in shock, “Wait, ya do?!”

Luna nodded, “Applejack, I'm a lot of things, but one thing I'm not is afraid to admit when I'm wrong about someone. When I first met you, I had you pegged for just a snot-nosed brat looking to have fun and fight authority, and for a while you did nothing to subvert that thought.”

Applejack chuckled, “Yeah…” she said with a smile.

“But then I really got to know you, and realized that despite your vices, you're a genuinely good person who always brings out the best in those around her. You don't make dumb decisions, Applejack. If you truly feel that this is the route you want to take, then take it. See it through to the end. After everything you've been through, you deserve happiness.”

“Luna…” Applejack said, really surprised. She didn't know that Luna felt so strongly about her. Luna looked at Applejack and smiled softly.

“I'm… happy that you came to this school, Applejack. I hope you'll continue to attend it, and you'll keep making my life a living hell.”

Applejack laughed, “As long as you keep givin me detention, and scream at me while ya chase me in the halls.”

“Deal,” Luna said. The two of them met eyes, and them embraced in a way only true friends would. Applejack could tell that Luna was going to be a lifelong friend, and she planned on being the same for her.

“Well, I should get going,” Luna said standing up, “I have to go meet a friend, and no, I'm not talking about it.”

“Wouldn't dream of makin ya,” Applejack said. As Luna walked off, Applejack pulled out her phone and took a picture. Luna immediately stopped and turned to Applejack blushing, “What? Ah ain't gonna tell no one. This is goin in my personal folder.”

“APPLEJACK!!!” Luna screamed. Applejack shot up and ran off laughing out loud. She knew that Luna was going to get her back for that, but that was their friendship in a nutshell.

It didn't take long for Applejack to reach Rarity's place. She wasted no time running to the door. First she checked her pocket, confirming that she did have the ring. She then rang the doorbell. A second later, the door opened, and a large man with a mustache opened it. Applejack swallowed nervously.

“Um… Mr. Dostoevskaia,” Applejack said, “It's uh… nice ta meet ya. Ah'm Rarity's g- er… good friend! Ah'm her good friend!”

She held out her hand, sweating as the man looked her up and down. After a second, he took her hand giving her a hearty hand shake.

“You are Rarity's girlfriend, dah?” he said, his accent a little thicker than Rarity's but more articulate than her mother's, “I already know truth. You know you are bad liar.”

“Yeah… Ah uh… know,” Applejack said sheepishly, “Sorry. Ah jus… know ya ain't comfortable with us datin an' all, so…”

“Rarity is free child. Free to make her own decisions,” Rarity's father said, “I've decide… as long as she's happy, that's fine. Besides, you have good eyes. Take care of daughter, dah?”

“Most definitely,” Applejack said nodding, “Ah love her with my whole heart an' soul, an' Ah want ta spend the rest of my life with her.”

Mr. Dostoevskaia nodded to Applejack, smiled, and then ushered her inside. He called for Rarity, saying something in Russian, and a second later, she came down, and goodness did she make an entrance.

The dress she wore was a silver pencil dress that clearly matched Applejack's golden tuxedo. Said dress hugged her curves, opening in the center to let her cleavage show a bit, and the left side had a slit revealing her leg. She wore silver high heels, and was holding a small golden hand bag.

Applejack was speechless, looking at Rarity walk down the stairs over to her.

“Hello Applejack,” Rarity said, “You like…?”

“Ah… do,” Applejack said, “Ya look amazin.”

Rarity blushed looking sheepish, “Spasibo...”

“So, ready to go?” Mrs. Dostoevskaia said walking into the living room.

“Dah,” Rarity said. Applejack took her arm elegantly, and led her to the limo that was apparently hired just for this occasion. Right before going in, Applejack turned to Rarity and kissed her tenderly on the lips.

“Happy birthday Rarity,” Applejack said lovingly. Rarity smiled at her lovingly, and then stepped inside the limo. Once they were all inside, they drove off to what was turning out to be a great dinner.

Fluttershy and Twilight sat on Fluttershy's bed for the longest time just hold one another. Twilight's hadn't said much to Fluttershy. All she wanted was to be in her arms. Twilight had calmed down considerably, as she had finally stopped crying; now she was just holding onto Fluttershy for dear life.

“Fluttershy… what happens now…?” Twilight asked Fluttershy.

“Hm? What do you mean, Twilight?” Fluttershy asked.

“The fight is over, and there are no traces of XANA anywhere,” Twilight said, “But for some reason… I still feel afraid. I keep feeling like the fight isn't over yet, but I don't know what to do,” she looked into Fluttershy's eyes, “Do you?”

Fluttershy nodded smiling, “You're right Twilight, the fight isn't over yet. The rest of the fight won't be on Lyoko or in the factory. It's going to be right here in the real world. Now you have to live your life, free from XANA's shadow.”

“But… how can I…?” Twilight asked, “Everyday, I feel XANA around me. It's like he's watching me, and taunting me.”

“Do you feel XANA right now?” Fluttershy asked, “Being in my arms like this?”

“I… no actually…” Twilight said thoughtfully, “I don't…”

Fluttershy let go of Twilight and looked down at her lap thoughtfully, “I spoke to Miss Tia earlier today. She's decided to adopt me as her legal daughter.”

“Oh Fluttershy, that's wonderful!” Twilight said, “Um… but about your father…”

“It's fine,” Fluttershy said, “I refuse to mourn or feel sad at all. I spent the last year mourning for him, believing him to be dead. When I found out he was alive, I was elated, but at the same time I felt even sadder for him. He spent ten years stuck in the Digital Sea, unable to fully die or ever leave. When XANA killed him, at first I was devastated, but after a while I realized… XANA set him free. So with that, I'm free now too,” Fluttershy took Twilight's hand, “Free to be the person I want to be. So I want to continue being your guardian angel.”

“Oh Fluttershy…” Twilight said, blushing as her heart started racing again. This time though, it was racing for another reason entirely. She was truly caught off guard though as Fluttershy did something she hadn't done to her in ages.

She pushed Twilight onto her bed and lay on top of her, looking at Twilight both lovingly, and lustfully.

“From now on, you'll sleep in here with me,” Fluttershy told Twilight, “Every night, you're going to fall asleep in my embrace, and let me protect you from XANA, like I always do. Do you understand?”

“Y-yes… I understand,” Twilight said. Holy cow Fluttershy was so hot all of a sudden.

“Good,” Fluttershy locked her fingers with Twilight's, holding them down to the bed as she got closer, “Just so you'll know, I'm keeping you here with me for the rest of the night.”

“W-what about curfew…?” Twilight asked, her breathing picking up. Fluttershy giggled.

“Didn't you know? It's already past nine,” Fluttershy said, “That means whatever room you're in is the room you're staying in for the rest of the night. Now, how about we get to work on erasing XANA once and for all?”

Fluttershy didn't wait for an answer. Instead, she pressed her lips against Twilight's, and the two of them kissed lovingly. It didn't take long for that to turn into a full on make-out session, Twilight still pinned to Fluttershy's bed. By the end, Twilight had forgotten all about XANA, as she was now in the presence of her beloved angel.

Needless to say, whenever they finally went to sleep, Twilight would sleep quite peacefully for the first time in who knew how long.

“It's about damn time,” Rainbow Dash said. She had been spying on Twilight ever since she left the track field, happy that she and Fluttershy were finally back on track. Now she could relax and enjoy her victory.

Dash hoped XANA was rolling in his grave, assuming he even had a soul to begin with.

As Dash walked back to her room, she pulled out her cellphone. Now that the fight against XANA was over, she had one more battle to face.

“Hello?”

Dash closed her eyes nervously, “Hi… Dad.”

Dinner was fantastic! After everyone relaxed, it almost felt like a small party. Rarity's dad was actually pretty funny, and seemed to really take a shine to Applejack. They told her that not only was she always welcome in their home, but that if she wanted, they'd help teach her Russian.

Applejack was more than happy to accept that offer.

After dinner, Applejack and Rarity decided to go to their special spot instead of going right home. She was nervous about doing this, but Rarity's dad told Applejack that as long as Rarity was with her, it was fine. What really surprised Applejack was when she told Mr. Dostoevskaia what she wanted to ask Rarity, and his response was hugging her. Applejack guessed that he really took a one-eighty, and could sense that her feelings for Rarity were true.

That helped Applejack with what she decided to do next.

“Are ya happy, Rares?” Applejack asked as they walked next to the water holding hands.

“Dah, I am,” Rarity said, leaning into Applejack's shoulder, “Now that XANA is gone, we can truly enjoy being together.”

“Where do you see us going after this?” Applejack asked, “Now that we're in this stage of our relationship?”

“Honestly, I hadn't thought about it,” Rarity said honestly, “Rather, I guess it's just, as long as we're together, I don't care what happens in future. I never want to know what my life would be like without you in it.”

“Ah feel the same way,” Applejack said stopping them, “Which is why Ah need ta ask ya somethin.”

“Is everything okay AJ?” Rarity asked turning to Applejack, “You've seem nervous all night, even after Papa said he approved of relationship.”

“Well, thing is, Ah haven't given ya my present yet,” Applejack looked at her watch, seeing that it was now 11:50, “An' now's the perfect time ta give it to ya.” Applejack took Rarity's hand, “We've been tagether for a while now, an' survived things that no one would. We've seen the best, an' worst of each other, an' stayed tagether even when the entire world seemed ta want us apart. Ah ain't lettin that happen no more. Now that XANA is gone, Ah wanna make sure that you an' Ah can spend the rest of our lives tagether. What Ah'm about ta ask ya is real crazy, but Ah don't see either of us ever breakin apart, so… Ah figure why not jus' ask?”

“Applejack… what are you…?” Rarity's eyes went wide as Applejack slowly got down on one knee and pulled out a small purple box, “Applejack…”

“Ah know we're still young, an' we still got a lot of livin ta do, but Ah'm ready ta start takin us real serious. So… after we've both graduated, would you… Rarity Belle Dostoevskaia… marry me?”

Rarity's eyes widened, and she was breathing heavily. For a the longest time, she didn't answer, and Applejack worried that she had messed up. However, Rarity then smiled, bursting into tears.

“Dah! Dah!” Rarity said nodding, “I'll marry you!”

Applejack was elated. She put the ring she bought on Rarity's finger, and then rose to her feet embracing her beloved.

“Ah love you… Rarity,” Applejack said caressing Rarity's face, both of them crying tears of joy.

“I love you too, Applejack,” Rarity said. She then pulled Applejack into a passionate kiss. They'd never be apart again. No one, not their folks, or homicidal computer viruses, would ever tear them apart. They weren't just two hormonally charged teens, nor were they just lovers.

They truly were… soul mates.

The next day, Twilight went to Celestia's office. What she was getting ready to do was something she felt Celestia needed to be a part of, at least in some way or another.

“So, you've made your decision?” Celestia asked.

“I… have,” Twilight said, “Everyone is already at the factory. Well, Trixie sadly couldn't make it, but she felt that this needed to be us anyway. I was wondering, would you… want to come too?”

Celestia closed her eyes and shook her head smiling, “It isn't my place. Eos is gone now, Twilight, and I give everything in that room to you. I have no right to ever set foot in that place ever again. But are you sure you want to do this?”

Twilight nodded, “We all took a vote, and it was unanimous. We'll always remember that place, and hopefully we'll be able to keep it protected for as long as we can, but… the world isn't ready yet. Also, it just feels right. Like we're finally putting an end to this chapter of our lives.”

Celestia nodded, “You're much stronger than I am, Twilight. I'm truly proud of you. Not just for coming to this decision, but for everything you've accomplished. You stopped our terrible legacy, Twilight. Ten years ago, five stupid adults created something that almost destroyed the world. But then, seven much smarter children came, and saved the world from our mistake,” Celestia walked over to Twilight and embraced her tightly, “Thank you… so much Twilight.”

Twilight returned the tight embrace, “You're welcome… Celestia.”

After that, Twilight quickly made her way to the factory. She was surprised to see that everyone was in brighter spirits. Rainbow Dash was all smiles, as apparently even she managed to make peace with her parents. Outside of the factory was Sunset's motorcycle, but it had all of her luggage tied to it. That made everyone sad, but they understood.

Besides, they all promised to see each other again one day.

After talking a bit about what happened to one another the day before (congratulating Applejack and Rarity of course), the seven girls went down to the super computer's core. Twilight walked over to the power switch and put her hands on it.

“XANA, if you did indeed have a soul, I truly want to thank you for bringing all of us together,” Twilight said, “You were pure evil, and the pain you brought us won't ever go away, but… I can't deny that if you hadn't existed… I wouldn't be standing here right now…” she looked back at her friends, “with six of the best friends in the world,” they all smiled at Twilight brightly, “So… thank you XANA. Thank you for existing, and thank you for giving me such wonderful friends. You wanted me to hate you in the end, but I refuse to become you, XANA. That's why in these final moments, I'm just going to say… thank you.”

Everyone walked over to Twilight, all of them placing their hands on the power switch with her.

“Good bye XANA… my worthy adversary,” Twilight said. The seven of them all pulled the power switch down, and all the lights in the room turned off. The hologram disappeared, and the scanners stopped glowing.

The super computer, and Lyoko, were now shut down.

“Well, this is it,” Sunset said getting on her bike.

“We're really gonna miss ya, Sunset,” Applejack said.

“Seriously! This school isn't going to be the same without you!” Pinkie Pie said pouting.

“Don't worry Pinkie Pie,” Sunset said, “I'll keep in touch. I don't think I could ever give you girls up, even if I wanted to. I think this experience made me a better person.”

“You were always a good person,” Dash said grinning from ear to ear, “We just helped you realize that.”

“You will always have place here in Canterlot,” Rarity said, “We're not just friends, we're family.”

Sunset actually looked surprised to hear that. She then closed her eyes and smiled.

“Family huh…? You know, that has a nice ring to it,” Sunset said starting up her motorcycle. Fluttershy ran over to Sunset and hugged her tightly.

“Thank you...” Fluttershy sobbed, “Thank you for helping me save Twilight!”

“No problem,” Sunset said, struggling to not cry herself, “You two better take care of each other,” she met eyes with Twilight, who blew her a kiss. She speak, else she'd break down again. Sunset nodded to her and put on her helmet, visor still up, “And I don't care where I am at the time. I'm coming to both weddings.”

Sunset lowered the visor to her helmet, making it impossible to see her face. If they could, they'd see tears streaming from her eyes too. She gave them all a two fingered wave, and drove off toward the horizon, ironically into the Sunset.

Twilight, Applejack, Rainbow Dash, Pinkie Pie, Rarity, and Fluttershy turned back to the factory, giving it one last look.

“It's really over now, isn't it?” Applejack asked.

“Sure is,” Rainbow Dash said, “Almost seems surreal.”

“We actually beat the game,” Pinkie Pie said wistfully, “You know what? It feels good.”

The six of them turned back to Canterlot, gazing at the city that they saved.

“It's odd,” Rarity said, “No one here will ever know what happened.”

“It's better like this,” Fluttershy said, “Like Trixie says, somethings are better left a mystery.”

“I agree,” Twilight said, “Girls… thank you. Let's be friends forever. Promise?”

“Promise,” Rarity said lovingly.

“Promise!” Pinkie Pie chirped.

“Promise,” Dash said, smiling.

“Promise,” Fluttershy said, gazing into Twilight eyes lovingly.

Applejack took Twilight's hand and squeezed it tightly, “Promise.”

The six of them held hands, and walked away from the factory back to Canterlot High. Not once did anyone look back. Their fight was over, but their lives were just beginning. Now they had their whole lives ahead of them. Lives spent, with the closest friends any of them would ever have. They'd never be the same after this experience, but no matter what, they'd tackle what was ahead. They did it, they created a world without danger.

And no matter what, they'd always make sure that evil went away.

CODE LYOKO EG

THE END

Author's Note

And with this... it's done.

I want to once again thank all of you for your support. This wasn't an easy story to write, and at times, even I questioned some of the decisions I made. I truly hope you all enjoyed reading this as much as I enjoyed writing it. This is a piece of work I'm very proud of, and I actually cried when I reached the end.

Thank you all for coming with me on this journey. I love you all. Until next time.

Salute'! :twilightsmile:

Link to my Patreon!

01: XANA Awakens pt 1

Sapphire Valley does not own Code Lyoko or Equestria Girls. All rights go to their respective owners.

The following is a complete crossover with Equestria Girls and Code Lyoko. Everyone favors their EG designs, but with regular colored skin, both outside and inside Lyoko. Main characters are all between the ages of 14 and 16.

Theme Song: A World Without Danger

01: XANA Awakens pt. 1

Canterlot, a city located near the shore of California. It had become a major location and tourist attraction. Odd though, as nothing really ever happened here.

Well, that was all fine and dandy for Applejack, who was starting her new year at Canterlot High Boarding School. She had asked her Grandmother if she could live in the dorms. One, so she could get the full experience of going to a boarding school, but also so she could get away from her family for a bit. She was given the okay, on one condition though...

That her little sister go too, also to stay in the dorms.

“Alright, here we are,” Applejack said to the younger red head next to her, “Now, Ah don't want ya spyin on me all year, ya hear?”

Apple Bloom sigh rolling her eyes, “Yeah, Applejack, Ah get it. Not like Ah wanted ta be tied to the hip with ya all year anyway.”

“Good,” Applejack said with a slight grumble. The whole point of this was so she could get away from her little sister and Grandmother. Sheesh, she couldn't be independent to save her life.

As she was starting a little after the school year began, she needed to first meet up with the principal of the school. She was a stunning woman with multicolored hair and fair skin. She had a very friendly air about her.

“Hello you two,” the principal said when they walked into her office, “I'm Principal Celestia. It's nice to meet you.”

“Likewise,” Applejack said shaking the older lady's hand.

“You're the new students we were told about?” Celestia asked, “You came at just the right time. We're moving students around in the dorms, so whoever you're with today will be your roommate for the rest of the year.”

“As long as mah roommate's not a stick in the mud like mah older sister here, Ah'll be fine,” Apple Bloom said. Applejack stuck her tongue at her sister in response, getting a laugh out of Celestia. The door opened up behind Applejack, and in walked another woman. This one had dark blue hair and darker skin, and a very stern air about her.

The complete opposite of the Principal.

“Ah, sister,” Celestia said, “Perfect timing. Applejack, Apple Bloom, this is my sister, Vice-Principal Luna.”

Applejack turned to Luna, and felt her heart almost stop. It was like looking death in the face.

“Nice ta... meet ya...” Applejack said slowly. Luna merely raised an eyebrow at Applejack before turning to Celestia.

“Do you wish for me to take her to her room?” Luna asked Celestia.

“Yes, I'll take Apple Bloom here to her room, while you handle Applejack,” Celestia got up from her chair and walked over to Apple Bloom, “Follow me, little one.

“Alright,” Apple Bloom said happily. She stuck her tongue at Applejack before being led off, leaving Applejack alone with probably the scariest woman she had ever see.

“So... how' about them Wonderbolts, eh?” Applejack asked, trying to strike a conversation with the woman before her.

“Let's get something straight here,” Luna said suddenly, “I am not your friend. I'm the vice-principal, thus it's my job too keep kids like you out of trouble. So, follow the rules of the school and we should be fine. Break any of those rules, and I will be a living nightmare. Do we have an understanding?”

“Absolutely,” Applejack said nodding ferociously, “Ah'll be good.”

Luna nodded and walked of. Applejack just assumed that she wanted her to follow.

Luna led Applejack to the dorms, stopping in front of a door that said 2-B.

“You'll be staying in this room,” Luna said handing Applejack the key, “Don't lose this key, as its hard to get a replacement.”

Applejack pocketed the key, “Do Ah have a roommate?”

“Yes. Her name is Twilight,” Luna explained, “She's absolutely brilliant, and one of our best students.”

“Sounds like she's been here for a while,” Applejack reasoned.

“This is her second year in this school, and she so smart that she was skipped a grade,” Luna said with a prideful smile, “As me and her father go way back, I had the luxury of sitting with her when she took the entrance exam.”

“Ooh, what sort of relationship do ya have with her dad, hm?” Applejack asked/taunted. Luna blushed and then coughed.

“I'd... rather not talk about it,” Luna said, “Just know that she's a good student,” Luna leaned in and glared right into Applejack's eyes, “Which means you need to watch yourself around her. I don't want Twilight picking up on any of your bad habits.”

“Ah'll try not ta poison yer star student,” Applejack said raising a hand.

“Good. Glad we have an understanding,” Luna turned and walked off, “Your classes start tomorrow. Curfew is at nine o'clock, which means lights out.”

“Yeah yeah,” Applejack said with a sigh, “Ugh... Ah wanted ta come here ta relax! Sounds like Ah have more stuff ta stress about here than at the farm!”

She shook her head and opened the door. The dorm was nice. Medium sized room, perfect for two girls to share. There were two beds, one at each side of the room, a dresser, closet for storing clothes, and in the middle of the room at the back wall was a desk with a very complicated computer on it.

The left side of the room was an absolute mess, with papers filled with complicated equations everywhere, and open notebooks. Those must have belonged to the single occupant in the room, a girl with long straight purple hair with a single pink highlight. Her attire was cute, but simple, being a light blue blouse, purple skirt, and purple boots.

“Heya,” Applejack said, startling the girl.

“SHOOT!!!” she shouted, “Fluttershy, I have to go NOW! I'll talk to you later tonight, I promise!” she quickly typed on her computer and turned off whatever she was doing before turning to Applejack, “Um... hi...”

“Sorry ta startle ya,” Applejack said, “Mah name's Applejack. Ah'm yer new roommate.”

“Oh...” Twilight looked away nervously, “I'm... Twilight. Twilight Sparkle...”

“Nice ta meet ya Twilight,” Applejack said smiling, “Where ya talkin to a friend on skype 're somethin?”

“Yeah, something... like that...” Twilight said, fidgeting in her seat a bit.

“You didn't have ta stop yer call on mah account. Ah need ta unpack anyway.”

“I... n-no. That's fine, really,” Twilight said turning back to her computer, “I need to get to work on my homework anyway.”

She almost sounded sad about something. Applejack decided not to worry about it too much. She must have not wanted a roommate. Hopefully they could become friends soon.

That night, Applejack had just finished taking a tour of the school and was heading back to her dorm, when she saw Twilight leaving the building. Didn't she know that it was almost curfew, and tomorrow was a school day?

“Canterlot Academy's star student breakin curfew?” Applejack asked with a raised eyebrow. She had a feeling that it wasn't any of her business, but with how highly Luna thought of Twilight, this seemed really off.

She decided to follow her from a distance. She needed to know where Twilight was going.

As Applejack followed Twilight she noticed that she was taking a lot of side route as if trying to not get seen. Every so often she'd stop and look around, forcing Applejack to take cover before she got spotted. Wherever she was going, it was pretty clear to Applejack that Twilight wasn't supposed to be there.

After a few minutes of running, Twilight's destination became clear. It was an abandoned factory off the coast. Applejack had heard that ten years ago there was an accident there, and the place had to be shut down. Why would Twilight be coming here.

Applejack frowned and followed her as she ran inside. She apparently used a nearby rope to swing herself to the bottom floor (pretty impressive for a computer nerd) where the elevator was, and surprisingly turned it on.

“What in tarnation is goin on?” Applejack asked herself. She looked around and saw a trap door next to the elevator. She swung down to the bottom floor and walked over to it, testing to see if it opened. Not only did it open, but Applejack could see a ladder that led downstairs. Was that where Twilight was going?

Her curiosity got in the way of her common sense, so she began climbing down into the lower room. As she climbed, she heard voices, one of them being Twilight's.

The other one sounding... odd. Like it was coming from a computer.

“Fluttershy, are you there?” Twilight asked.

“Yes Twilight,” a soft voice said, sounding digital yet oddly human.

“I'm sorry for leaving so abruptly like that,” Twilight said sadly, “We might have a harder time staying in touch now.”

“Is something wrong?”

“Well, I have a roommate now,” Twilight groaned, “Perfect.”

“That's wonderful, Twilight. Now you'll be able to make even more friends,” the voice said happily.

“But you're my friend, Fluttershy, and I can't talk to you while my roommate is there, otherwise she-” Applejack must have missed her footing, as she slipped and fell off the ladder, falling right on her butt, and once again startling Twilight.

“Ahh... that hurt...” Applejack said getting up.

“W-w-what are you doing here?!” Twilight asked harshly.

“Ah wanted ta ask you that,” Applejack said looking around, “This place is amazin...”

The room she was in was a large green room with an even more complicated computer next to (possibly even hooked up to) what looked like an odd holographic map that spread out in four directions. Twilight was sitting in the lone chair in front of the four screened monitor and keyboard, and had a microphone in her ear.

And she did not look happy.

“No no no no no no!” Twilight fussed, “You have to leave this place, now!”

“And why's that?” Applejack asked, “Ah sort of like it here. 'Sides, this is a free country, ain't it? Ah can be wherever Ah want.”

“I can't risk anyone finding out about this place! This is... my special place! You just can't be here!”

“Twilight, it's okay,” the voice from before said. Twilight turned back around to the screen.

“Fluttershy, no it isn't! She'll tell everyone about this place, and about you! I-”

“I think we can trust her,” the voice said, “Besides, she's your roommate, right? If she knows about me, then you won't have to hide. Excuse me, but could you come to the computer screen, whoever you are?”

Applejack was really caught off guard, and was almost scared to do so. She turned to Twilight, who bit her lip looking dejected and afraid herself, but clearly for a different reason. Applejack slowly walked to the computer screen, where she saw the oddest thing.

She saw a girl.

She looked about their age. She had really long pink hair, light turquoise eyes, and it seemed like she was wearing some sort of green and white dress, but only her face and shoulders could be seen. The odd thing was that she looked like a 3D rendered character. Very detailed though, like what you'd see on a PS3 game like Call of Duty, but with softer features.

“It's a pleasure to meet you, Twilight's roommate,” the computerized girl said softly, “My name is Fluttershy.”

“Holy...” Applejack said, eyes wide, “Twilight... did you make this? If so, that's really good, if not creepy.”

“Don't call Fluttershy creepy!” Twilight snapped.

“Twilight, please calm down,” Fluttershy said, “Remember, you were scared when you found me too, initially.”

This was too scary. This girl was clearly an artificial intelligence of some sort, yet she was completely self aware.

“Um... okay, this is somethin,” Applejack said trying to calm down, “So... what is all of this?”

“I'll tell you, but you have to promise to keep it a secret,” Twilight said seriously, “No one can know. Not even the principal or vice-principal.”

“Ya have mah word,” Applejack said placing a hand over her heart, “Scouts honor. Yer secret is safe with me.”

Twilight turned to Fluttershy, who nodded, “Okay, so it started about a week ago. I was planning on making a new robot, but I needed parts. I came to the factory because I heard that there were old machines here that weren't used anymore, so I planned on getting spare parts.

“Instead, I found this room. It looked separate from the rest of the factory, so I began snooping around. Underneath us I found two more rooms, one being a room with four cylindrical pods I think are called scanners, and the main computer where the on switch is. I was scared, but I had to know what was down there, so I turned it on.

“When I came back to the main computer room, I saw this hologram here. I think it's another world, and from what I gathered of it its called Lyoko. I don't know why it exists yet. However, as I searched it from this computer, I met Fluttershy.”

“Who Ah'm guessin lives in this... Lyoko?” Applejack asked.

“Yes,” Fluttershy said, “I don't remember why I was created, nor do I know why Lyoko exists. All I remember is my name, this world's name, and a few things about how the super computer works.”

“She taught me a few things,” Twilight smiled proudly, “But I was able to figure out a lot on my own. I even connected my personal computer and laptop to Lyoko, so I can talk to Fluttershy anytime I want,” Twilight turned back to the computer and began typing on it, “This world has four sectors: a forest, a desert, a mountain, and a polar region. Fluttershy is currently somewhere in the forest region. Fluttershy, could you step out of the tower for a second? Don't go too far.”

“Sure Twilight,” Fluttershy said. She turned around and walked off, fading into the background. Twilight then pulled up another screen which showed a wire framed map. She saw what looked like a tower like structure, and a green triangle suddenly appeared in front of it and moved away from it a bit before stopping.

“See that?” Twilight said pointing to the arrow, “That's Fluttershy right now.”

“Would you like me to move around a bit?” Fluttershy asked.

“Yes please,” Twilight said, sounding almost excited. Applejack then saw the green arrow turn around and move in a circle around the tower. At a completely random point, the arrow stopped moving, spun around, and then began walking in the completely opposite direction.

No way that could be programmed.

“Mah God...”Applejack said, eyes wide.

“You can return to the tower now Fluttershy,” Twilight said before turning to Applejack, “So, what do you think? Pretty cool, right?”

“Ah'll admit, Ah've never seen anythin like it,” honestly, Applejack was a little afraid, knowing that something like this was under Canterlot all this time. What was even crazier was that Twilight's entire demeanor had changed. She seemed happy, like she was enjoying herself.

“Now that you know, what are you going to do?” Fluttershy asked once she returned onscreen.

“Well, Ah'd like ta know what y'all plan on doin?” Applejack asked.

“I promised Fluttershy that I'd help her learn what her purpose is,” Twilight said, “And I want to know more about this Lyoko myself. I've always wanted to do something like this. Life is so boring these days, but this is something exciting.”

“It's also mighty terrifyin,” Applejack admitted, “Probably dangerous.”

“You promised not to tell,” Twilight said turning to Applejack.

“Oh, an' Ah plan on keepin that promise, don't worry,” Applejack said, “But Ah don't feel right with ya doin this stuff on yer own. So, Ah'll help ya too. Think of me as a body guard or somethin like that.”

“Oh, thank you so much, Applejack,” Fluttershy said, “Twilight is my dearest friend, and I don't want anything to happen to her.”

“Well, Ah'll keep her safe. Ah'll keep you safe too, Fluttershy.”

“It's getting late,” Twilight said, “I'll contact you in the morning before I leave for class, alright?”

“Okay,” Fluttershy said, “I'll see you again soon.”

“Take care Fluttershy,” Applejack said waving to her before the screen went dead. Twilight and Applejack took the elevator up and began walking back to the school.

“So, you were talkin ta Fluttershy when Ah came in?” Applejack asked.

“Yeah,” Twilight looked down, “I'm sorry if I was mean to you earlier. Truth is, Fluttershy is the first friend I ever had, and I don't want to have to say good bye to her.”

“Hold on,” Applejack stopped and turned to Twilight, “You don't have any friends?” Twilight shook her head, “But, you've been goin to this school fer a full year, haven't ya?”

“Well yeah,” Twilight walked off a bit and looked down, “But all I've focused on is my studies. I never had time to make friends. Actually, your the first student that's ever spoken to me. Luna even discouraged me making friends in favor of my studies.”

“Ah, she can shove it,” Applejack said suddenly, catching Twilight off guard.

“W-what?” Twilight asked in shock.

“Havin Fluttershy as a friend makes ya happy, right?” Twilight nodded, “An' ya want ta have friends, right?”

“I... do...” Twilight said looking away, “I've always wanted friends...”

“Then, go get some,” Applejack said simply.

“But... that's not...”

“What? Not what Vice-Principal Luna wants?” Applejack asked placing her hands on the back of her head, “That woman's a cunt anyway, clearly the kind obsessed with grades an' bein perfect. Just cause she don't have any friends doesn't mean ya need ta follow her example. Ya want friends, then go get some,” Applejack walked over to Twilight and put a hand on her shoulder, “Thanks ta Fluttershy, ya made one more.”

“Applejack...” Twilight said slowly.

“Besides, Ah get the feelin this is gonna piss Vice-Principal Luna off, hopefully the first time of many,” Applejack gave Twilight her biggest smile, one that made Twilight herself smile too. That was Applejack's goal from the start, to become this girl's friend.

Maybe going to this school wouldn't be so bad after all.

The next day, everyone was of course dragging their feet going to class. This marked the official end of summer vacation, thus many of the students were lethargic about getting up.

Not everyone though. One student in particular was extremely happy to be walking the halls of Canterlot Boarding School. She was a bubbly student with really puffy pink hair and baby blue eyes, wearing a pink and white dress, blue boots, and a really big smile.

Next to her was her roommate and best friend, an athletic looking girl with really long rainbow colored hair tied in a ponytail. She wore a white and purple skirt, white t-shirt, blue hooded jacket, and black and white sneakers. She didn't look enthusiastic like her friend.

“Ugh... why did school have to come back...” the rainbow haired girl whined.

“Aw, it's not so bad, Rainbow Dash,” the pink haired girl said, “This means we'll be able to see all of our friends again, and even make new ones.”

Rainbow Dash sighed, “The only thing I'm waiting for is the end of school, so I can begin practicing for the track team. Tryouts are this weekend. You'll come to help me, right Pinkie Pie?”

“Of course!” Pinkie Pie said, “Where do you wanna train?”

“Oh, you'll see,” Rainbow Dash said with a cheeky grin. When they walked into the classroom, they saw Twilight sitting at her seat with another girl standing near her. This girl had long blond hair, wearing a western styled dress, matching brown boots, and a stetson hat. It looked like they were friends.

Rainbow Dash smirked and then walked over to them.

“Well, look at this,” Rainbow Dash said walking over to them, “Little Miss Perfect finally found a playmate?”

Twilight looked down like she wanted to say something. Applejack stepped up to Rainbow Dash and glared at her.

“We got a problem?” Applejack asked.

“No, not at all,” Rainbow Dash said, “I was just making note. See, last year she didn't have anyone. Hell, she even ate lunch by herself. I guess you could say I'm proud to see that she has a friend finally,” Rainbow Dash held her hand out, “I'm Rainbow Dash.”

Applejack smirked and took her hand, “The name's Applejack, nice ta meet ya.”

Rainbow Dash went over to Twilight and placed her hand on her head, “I expect to see more of this from you, alright?”

With that, Rainbow Dash walked back to her seat, leaving Applejack confused.

“What was that all about?” Applejack asked Twilight.

“Oh, Rainbow Dash is harmless,” Twilight said, “Last year she pushed me to open up to the other students. Vice-Principal Luna thought she was bullying me, but I...”

“Ya sort of liked the attention?” Applejack inquired taking her seat next to Twilight's.

“It was nice having someone who cared about me,” Twilight said looking sadly, “I had wanted to approach her, but...”

Applejack looked at Twilight and frowned. It must have been hard being Canterlot's star student.

“So, is that her friend?” Pinkie Pie asked Rainbow Dash as she sat down next to her.

“Looks like it,” Dash said, “But... I give it a few hours till Luna puts the kabosh on this. Can't have their “star student” focusing on anything besides her studies.”

“Hmm...” Pinkie Pie looked at Twilight and Applejack. Twilight did look happier, but Pinkie Pie could tell she was forcing it a bit.

After classes ended, Applejack and Twilight planned on going to the factory and check on Fluttershy and look into Lyoko's function. Applejack had her fencing class first though, and Twilight wanted to watch. The two girls were on their way when Luna stepped out behind them and cleared her throat. The two girls stopped and turned to see the older woman standing there.

“Twilight, it's time for your advanced lessons,” Luna said.

“I...” Twilight said, “Applejack's fencing class is...”

“Something I'm sure she can take care of by herself. Come, Twilight,” Luna glared at Applejack, who returned the gesture.

Twilight looked down and began walking toward Luna, but Applejack took her hand stopping her.

“Twilight, she can't-”

“I'll meet you there after I get done. Could you tell Fluttershy that I'll be late?” Twilight asked Applejack, who sighed and nodded.

“Sure. Ah'll tell her,” Applejack said. Twilight lightly pulled her hand from Applejack's and walked off past Luna, who walked right up to Applejack.

“Twilight takes special classes after school, so she doesn't have time to play with you,” Luna said.

“School after school? When does she get a break, huh? Does she have time ta just be a kid?” Applejack asked Luna.

“Twilight is a child prodigy. She doesn't have time for such frivolous activities,” Luna leaned in close to Applejack, “I warned you to watch yourself around her. She's far more important than any other student here, and that includes you.”

With that, Luna walked off after Twilight. Applejack narrowed her eyes at Luna, and then began walking to her fencing class. She felt bad for whoever her first sparring partner was. Applejack planned on imagining she was attacking Luna, so they might not come out of class in one piece.

As the hall cleared, Rainbow Dash shook her head watching the whole thing unfold.

“Well that didn't last long,” she said to herself, “Oh well. I gotta go meet Pinkie Pie to practice!” she continued, running out of the school to find her friend. She'd worry about Twilight after she made it onto the track team.

Rainbow Dash took Pinkie Pie to the old abandoned factory to train. It was really big, and very open, so she could run around to her heart's content and not have to watch where she was going. With all the conveyor belts and old machines, it was the perfect place for her to practice her parkour too.

“Alright, here I go!” Rainbow Dash said sprinting forward. Pinkie Pie started her stop watch and stayed by the starting line, which was set right in front of the broken elevator.

As Dash charged through the factory, she saw a conveyor belt in front of her. She jumped over it perfectly, and then grabbed a nearby machine using it to swing forward, as to not lose her speed.

Dash kicked off a wall and jumped onto a ledge going higher up, as she saw that it was a short cut back to the front area where Pinkie Pie was waiting for her. She ran on the ledge, until she saw the rope near the entrance. She jumped on the rope, swung onto the ground, and rolled to her feet.

“Time!” Rainbow Dash called out. Pinkie Pie immediately stopped the clock and looked at it.

“Two minutes and fourteen seconds,” Pinkie Pie said, “Wow Dashie! That was great! This place is huge, so to be able to run that fast is amazing!”

“Eh, it's all about knowing where the short cuts are,” Dash said, “Though I avoided most of them so I could work on my speed for the most part. I'm not going to let Trixie beat me this year.”

Pinkie Pie nodded and walked off a bit looking around, “Are you sure it's okay for us to be here though? This place was abandoned because of an accident, right?”

“Yeah, but it won't be a problem,” Rainbow Dash said, “I come here all the time, and no one ever catches me. Besides, all the more restricted areas are probably closed off anyway.”

“Are you sure?” Pinkie Pie asked looking a little excited, “Places like this always have secrets!”

“That's just TV shows,” Rainbow Dash said turning her back to Pinkie Pie and shrugging her shoulders, “Trust me, I know this place like the back of my hand. Besides being a kick ass place to run, there's nothing-”

“Found it,” Pinkie Pie said suddenly.

“Huh?!” Rainbow Dash hadn't even realized that she had left. When she found her pink haired friend, she was kneeling next to an opened trap door next to the elevator.

“Told you there were secrets in these places,” Pinkie Pie said.

“Pinkie... how did you...” Rainbow Dash asked, trying her hardest to process what just happened.

“It wasn't locked at all. It was just closed,” Pinkie Pie said with a sweet yet slightly oblivious smile. Rainbow Dash shook her head and sighed.

“Well, now that you opened it, we might as well see what's down there, right?” she asked.

“Right! Onward to adventure! Our destiny awaits!” Pinkie Pie proclaimed animatedly. Dash shook her head walking to the trap door.

“Pinkie Pie, you are so random,” said laughing, climbing down the ladder into the room below, Pinkie Pie right behind her. When Dash reached the bottom, she jumped off the ladder and looked around the odd room (poor Pinkie Pie slipped off and fell onto her butt though).

“Holy...” Rainbow Dash said walking around the room, “Pinkie Pie, I'll never doubt you again.”

Pinkie Pie walked into the center of the room, which had some sort of hologram projected, “Dashie... look at this.”

“What the hell?” Dash said walking over to the hologram, “This looks like another world...”

“Hello? Twilight?” a sweet voice called out, sounding digital. Pinkie Pie and Rainbow Dash looked around frantically, stopping on the computer screen, where they saw a detailed CGI of a girl looking right at them.

“Was that you just now?” Rainbow Dash asked.

“Oh dear! You're not Twilight!” Fluttershy said, shying away from the two girls.

“Hold on!” Dash called out, stopping her before she ran off, “We won't hurt you.”

“I don't think we even could hurt you,” Pinkie Pie said, “Since you're protected by a big screen.”

“Are you two... friends of Twilight's?” Fluttershy asked them. Rainbow Dash looked to the side a bit before smirking.

“Yeah, something like that,” Dash said, fully aware of the shocked look on Pinkie Pie's face, “I'm Rainbow Dash, or Dash for short. This is my friend Pinkie Pie.”

“Hiya Miss Computer Lady,” Pinkie Pie said waving.

“It's a pleasure to meet all of you. My name is Fluttershy,” Fluttershy said bowing to them, “I'm so happy to meet more of Twilight's human friends.”

“You keep mentioning Twilight,” Dash said with a raised eyebrow, “Do you know her?”

“Yes I do,” Fluttershy said nodding, “She's my very special friend.”

“You don't say,” Rainbow Dash said smirking to herself, “Is she supposed to be coming by today?”

“That's right. She and her other friend are coming by to help me with a few things,” Fluttershy explained.

“Well, hope you don't mind if we wait for her here, then,” Dash said sitting in the chair.

“Not at all. I'd love the company. It gets so lonely here without Twilight,” Fluttershy began clapping her hands happily, “I'm making so many wonderful friends.”

“Dashie...” Pinkie Pie said in a warning tone.

“Relax,” Rainbow Dash said, “We're not hurting anyone. All we're doing is keeping Fluttershy here company until Twilight gets here,” she leaned closer to Pinkie Pie, “Besides, aren't you curious as to what the hell all of this has to do with Twilight? This is our chance to figure out Little Miss Perfect.”

“Well, I guess...” Pinkie Pie said, clearly not convinced. Still, she shrugged and turned the screen around so she could talk to Fluttershy. While the two of them spoke, Rainbow Dash leaned in the chair taking all of this in. Did Twilight make this A.I.? If so, why? And if not, then who did, and why was Twilight “friends” with it?

“Just who are you, Twilight Sparkle?” Rainbow Dash asked herself.

Her first fencing class wasn't too difficult. Most of the students were amateurs, so they couldn't give Applejack the challenge she was hoping to get. It was a shame that Twilight couldn't make it, though.

There was one other student in the class though, who really stood out. She hadn't seen the student's face even once as they never took off her fencing gear, but whoever they were they were just as good as her.

They also kept staring at Applejack all through class.

As class ended, Applejack took off her helmet and was about to take off her gear, but she was aware of that student staring at her again. It was beginning to creep her out a bit, so she turned to the student and put her hands on her hips.

“Alright, Ah had it,” Applejack said, “Wanna tell me why yer staring at me all hard?”

The student didn't speak. They just walked over to Applejack and lightly hit her rapier with their own, and then pointed theirs at Applejack. Was she just challenged?

“Ah see, want a real fight too, huh?” Applejack put her helmet back on and got in a fencing stance, “Ah've got some time till I need ta meet a friend. En guard!”

Applejack and the mysterious student quickly began clashing rapiers. Matches in fencing were 2 out of 3, which Applejack assumed was what this person wanted. Whoever they were, they were ferocious. Not once did they let up, and Applejack found herself actually needed to put some effort into this.

The student broke through Applejack's defense, and got the first point, shocking Applejack.

“You were holding back,” the student finally spoke, their voice being very cultured with a small hint of an accent. It sounded Russian. Also, was this student female?

“Just sizin up mah opponent,” Applejack said, smirking from inside her helmet as the student balled her fist, clearly offended.

“Don't hold back,” the student said, her accent now identifiable. Definitely Russian.

Round two began, this time Applejack giving her opponent everything she had. She was good, but Applejack was easily able to overpower her and get the next point. The student was shocked, but then growled and balled up her fist again. Something told Applejack that she was in trouble now.

Next came round three, which wasn't just mere fencing. Now the two girls were actually slashing with their rapiers, doing more advanced tactics. Applejack felt something odd from this student. She felt intense emotion from each slash. Was this student angry at her? Did she hate her?

It felt like she was trying to kill Applejack...

Applejack returned the gesture by fighting more ferociously herself. The two of them were now completely even, neither one giving the other an opening. Just as the fight was about to hit its climax though...

“That's enough!” the teacher called out, making the two girls stop, “Rarity, stop picking on the new student.”

The student, identified as Rarity, turned to the teacher and took off her helmet. She was not what Applejack was expecting. She was gorgeous! She had extremely long and full purple hair, blue eyes, and she was wearing indigo eyeshadow and red lipstick.

“I apologize, teacher,” Rarity said, “I was just...”

“I know what you were doing, but it's not your place to test the new students. Now run along home,” he said walking out of the room as Applejack removed her helmet. Rarity bowed to the teacher, and then turned to face Applejack again, this time boring deep into her eyes with a serious glare, like she was about to hit Applejack.

“Um... yer name's Rarity...?” Applejack asked backing away from the intense student a bit, “That's a real... pretty name... Mah name's-”

“Piz`da!” Rarity spat before turning around and storming off. Applejack was at a loss for words. She had no idea what Rarity had just said, but something told her that it wasn't pleasant.

“Um... should Ah be offended?” Applejack asked herself, wondering what that girl's deal was. She clearly hated her for some reason, but as far as she knew they had never met before in their entire lives. What did Applejack do to piss her off so much?

Twilight had never been so happy for her classes to end before in her life. Now that she was done, she could begin heading to the factory so she could see Fluttershy. Hopefully Applejack was already there or they'd meet up on the way.

She didn't tell Luna, but she had begun seeing Applejack as a true friend. She was happy to have confided in her about Lyoko and Fluttershy. She didn't honestly think that Applejack could do much to help her, but it felt nice nonetheless to have company.

Speaking of Applejack, she was walking ahead, already on her way to the factory. Twilight smiled and ran up to her.

“Applejack!” Twilight called out. Applejack turned to Twilight and greeted her with a smile.

“Hey Twilight,” Applejack said somberly.

“Is something wrong?” Twilight asked.

“Ahh, somethin weird happened in mah fencin class. This Russian girl attacked me for no reason. Ah tried ta be nice ta her, but she called me... somethin... and then stormed off.”

“Russian girl... did she have really long purple hair?” Applejack nodded, “You mean Rarity. Don't think too hard on it. She's like that with everyone. Last year, all the guys tried to ask her out, but she turned all of them down, harshly too.”

“Ah guess the term “from Russia with love” is pretty lost on her?” Applejack asked.

“Like I said though, don't feel too bad. As long as you keep your distance from her you should be okay,” Twilight said. She had wanted to reach out to her too, but alongside her studies getting in the way, Rarity terrified her. She was two whole years older than her, and often times could be heard talking to herself in Russian, and it sounded like she was swearing.

Maybe she hated Americans or something.

When the two girls got to the factory, they saw something horrible. The trap door next to the elevator was wide open. Twilight was sure she had closed it last night.

“Oh no! Someone's down there!” Twilight cried out. She ran over to the elevator, praying that Fluttershy was okay. If anyone found out about the super computer, they'd probably tell everyone. Then she'd have to say goodbye to her friend.

Applejack and Twilight immediately got into the elevator, and took it down to the computer lab. When the door opened up, they got the shock of a lifetime.

Rainbow Dash and Pinkie Pie were sitting there, looking at them in surprise. Everyone was silent for the longest time, but it was Rainbow Dash who spoke up first.

“Aw man! You mean the elevator worked the whole time?!”

“Wow! We didn't know you came here too!” Pinkie Pie said after Twilight and Applejack explained what they were doing there. Twilight had now taken her seat in front of the computer.

“So... did you make all of this?” Rainbow Dash asked.

“No, I didn't,” Twilight stated, “I found it last week. I'm trying to help Fluttershy learn why she was made.”

“Right, she told us that she has amnesia,” Pinkie Pie said.

“I'm sorry, Twilight,” Fluttershy said looking down in shame, “I was just so excited to have more visitors, and you hadn't come by yet, so...”

Twilight sighed, “It's okay, Fluttershy. I'm not mad at you at all. Besides, Rainbow Dash and Pinkie Pie aren't going to tell anyone, right?”

“You crazy? This is too awesome to tell the public!” Rainbow Dash said, “It's cooler to have a secret.”

“Trust her,” Pinkie Pie said smiling, “Dashie never goes back on a promise. We'll keep your secret, Twilight.”

Twilight smiled appreciatively, and then began focusing on the computer. Dash walked back to the elevator, and noticed that the light above it indicated there were two more floors underneath them.

“Hey Twilight, what's down below us?” she asked.

“Well, there's the main power switch,” Twilight said, “And right above that is the Scanner Room.”

“Scanner Room?” Pinkie Pie asked.

Twilight immediately took them downstairs where they saw a different room. This one had silver walls and four cylindrical pods standing in a square with their opened doors facing the center.

“Now this looks awesome!” Pinkie Pie said walking around the room with Dash, Applejack staying really close to Twilight.

“These are the scanners, Ah'm guessin?” Applejack asked Twilight.

“Uh huh,” Twilight said, “According to Fluttershy and what I've gathered from the computer, they're used to transfer people out here into Lyoko.”

That caught everyone's attention.

“You mean that virtual world that Fluttershy lives in?” Rainbow Dash asked. Twilight nodded vigorously.

“The scanners read your biological information and then break down your molecular structure, changing them into digital matter. They then recreate your data piece by piece creating a virtual copy of you in Lyoko that you control as if it were your own body.”

Everyone was silent. You could practically hear the crickets chirping.

“Could you translate that into English please?” Dash asked.

Twilight walked over to a scanner, “You go in here, I push a few buttons, big bright flashy stuff, and bam, you're in Lyoko.”

“Awesome!” Dash exclaimed.

“Have you used them yet?” Pinkie Pie asked.

“Not yet,” Twilight said, “I usually come here alone, so I haven't had anyone who'd be willing to try it. I'd go in myself, but I'm the only one who knows how to use the computer besides Fluttershy.”

Rainbow Dash looked into a scanner, and smirked confidently.

“You know what we have to do, right?” she asked. Twilight caught on immediately, and shook her head.

“Oh no! No no no no no no!” Twilight said frantically.

“Why not? It'll be fun!” Dash urged.

“I only know what these things are supposed to do! These things haven't been tested yet!” Twilight argued.

“How do you know?” Rainbow Dash challenge, “The guy who made them must have tested them at some point.”

“Funny how that guy ain't here right now,” Applejack added, “Sorry, but Ah side with Twilight on this.”

“You wanna know what the computer, Lyoko, and Fluttershy are for, right?” Dash asked.

“Well, yes...” Twilight said.

“How much of that can you figure out from outside? We're looking at the door right here. Maybe we can learn more about the world by diving into the world.”

Twilight hated to admit it, but Rainbow Dash had a point. They could learn more about Lyoko by going into Lyoko. They weren't going to get any answers by just looking outside of it.

“Only if we send in more than one,” Twilight said. Rainbow Dash pumped her fist.

“YES!”

“Twilight, are ya sure about this?” Applejack asked, “This sounds pretty sketchy.”

“I do know how to use the scanners,” Twilight said, “And I'll be here watching from the computer. Worst case scenario I can always pull her out of Lyoko.”

“Well, alright then,” Applejack said, “So, it's pretty clear that Dash here's goin in. Who else?”

“Ooh! Me!” Pinkie Pie said raising her hand, “Me me me me me me me!”

“Sounds... good Ah guess,” Applejack said, “Ah'll stay out here with Twilight.”

“What, afraid to into the great unknown?” Rainbow Dash taunted.

“More so Ah don't want Twilight out here alone. If anythin bad happens, she can send me in too ta get ya.”

“I'll head upstairs to get it ready. Both of you, pick a scanner and get ready,” Twilight said heading back to the elevator. When she and Applejack got back to the computer room, Twilight sat down and put in her ear microphone, “Fluttershy, Rainbow Dash and Pinkie Pie are coming into Lyoko. We want to test out the scanners.”

“Oooh, are you sure that's a good idea?” Fluttershy asked looking concerned.

“Even Fluttershy's worried,” Applejack said, “Ah'm feelin so confident right now.”

“It'll be fine, I think,” Twilight said, “Fluttershy, could you meet up with them? I'd feel better knowing that you were with them.”

“Yes Twilight. I'll head out to meet them,” Fluttershy said, her image vanishing on screen.

“Now that that's taken care of,” Twilight said in relief, “I'm sending the two of you to the Forest Sector to start with.”

“Transfer Rainbow Dash!” Twilight said as Rainbow Dash stepped into her scanner smirking arrogantly, it closing behind her.

“Transfer Pinkie Pie!” Twilight continued as Pinkie Pie stepped into her scanner smiling brightly, hers closing behind her.

From Twilight's screen a CGI rendering of Rainbow Dash dressed as a ninja appeared on her screen spinning around as if being rendered, “Scanner Rainbow Dash!”

In Rainbow Dash's scanner, she had closed her eyes and seemed to be suspended in mid air spinning around.

Back on Twilight's screen, a CGI rendering of Pinkie Pie dressed like a cat girl was shown also spinning around being rendered, “Scanner Pinkie Pie!”

In Pinkie Pie's scanner, she much like Rainbow Dash was suspended in the air spinning.

“Virtualization!” Twilight said pushing the enter key on her keyboard. There was a white flash in both scanners, and Rainbow Dash and Pinkie Pie both vanished from the real world.

They both felt a sensation like they were flying through a tunnel. It only lasted for a few seconds, and ended with another white flash.

In a lush forest, two figures took form mid air as if they were being created and rendered into the environment. One of them was Rainbow Dash, who was now dressed in a tight blue ninja's gi with fishnets on both of her arms and legs, and black boots. Hooked on her back were two kunais.

Next to her was Pinkie Pie, who seemed to completely change species. She was now dressed in a red sleeveless leotard (almost like a playboy bunny), red high heeled boots, and oddly had two cute pink cat ears on the top of her head and a large bushy pink cat's tail. Her hands had become more like cat's paws, and she even had a cute red collar around her neck with a golden emblem in the middle.

The two girls landed on the ground, Pinkie Pie perfectly on her feet, but Rainbow Dash landing right on her butt.

“Ow...” Dash groaned, “What the hell was that.”

Pinkie Pie started giggling, “Gee Dashie, I thought ninjas were supposed to be graceful.”

“What are you talking about Pinkie Pie,” Rainbow Dash said getting up, “I'm not a-” she looked around at herself and looked shocked, “Holy crap, I'm a ninja! A real live ninja!” Dash turned to Pinkie Pie and raised an eyebrow, “Um, Pinkie Pie? Why the hell are you a cat?”

“It's called a neko, Dashie,” Pinkie Pie said as if it were nothing, “One of the sexiest, and most graceful beings in the world of anime,” she posed for Rainbow Dash, “Go on, Dashie. Gaze at my nearly exposed body.”

“Uhh... no thanks Pinkie,” Rainbow Dash said waving it off, “I'm pretty sure I'm straight, and I don't want to risk putting that into question.”

“Girls, can you hear me?” Twilight's voice asked, her voice everywhere and nowhere.

“Yeah, we can hear you,” Rainbow Dash said, “This is amazing. It looks like one of those RPGs. Oh, for some reason, I turned into a ninja here, and Pinkie Pie's a cat girl.”

“Hm... It looks like the scanners read your subconscious thoughts and created forms for you in Lyoko based on those thoughts,” Twilight explained.

“Well, that explains a lot,” Dash said turning to Pinkie Pie, who was now lying on the floor elegantly licking her paw and rubbing her ears just like a cat.

“I'm having Fluttershy meet up with you. Could you two start heading north? It's straight ahead. You'll run into Fluttershy on the way.”

“Yeah, you got it, Twilight,” Rainbow Dash said, her voice now coming from the computer, “Come on Pinkie Pie.”

From where they were, two yellow arrows started moving forward, toward a green arrow that was further away but also walking toward them.

“Ah wonder why they're yellow but Fluttershy's green,” Applejack asked.

“It might have to do with them being human,” Twilight said, “Remember, Fluttershy was created on Lyoko, so she's a part of it. Rainbow Dash and Pinkie Pie are just visitors.”

“This is crazy,” Applejack said, “They're actually there right now, huh?”

“Yep. Those scanners are completely empty right now,” Twilight stated. As Applejack tried to process what she was hearing, Twilight took note of something odd on the screen approaching them. On another passage, three red arrows were approaching them, “Huh, I wonder what those are?”

“They're red,” Applejack stated, “Why don't Ah like that?”

The two girls continued to slowly walk forward, eventually seeing someone approaching them from up ahead. As they got closer, they saw that it was Fluttershy, who did not look how they expected. She truly looked to be around their age, and she was wearing a really long and beautiful green and white gown, a silver tiara, light pink gloves on her hands, and white high heels.

“Is that Fluttershy?” Rainbow Dash asked.

“She's so pretty,” Pinkie Pie said softly. The two girls stopped right in front of Fluttershy, who bowed to the two of them elegantly.

“Welcome to the Forest Sector, Rainbow Dash and Pinkie Pie. I'm Fluttershy,” she reintroduced herself. Not sounding digital, Fluttershy sounded too human.

“It's nice to meet you in person, Fluttershy,” Rainbow Dash said walking up to Fluttershy and holding out her hand. Fluttershy looked at her hand, and surprisingly shook it without needing an explanation.

“Nice to meet you two, Rainbow Dash,” Fluttershy said, smiling warmly. Pinkie Pie walked over to Fluttershy and shook her hand too.

“So, where do you live exactly?” Pinkie Pie asked, “I mean, here in Lyoko, where do you live?”

“You wish to know where I spend my time?” Fluttershy asked, “Come with me. I'll show you.”

As they walked off, Dash turned to Pinkie Pie, “Not what I was expecting from a virtual world, ya know?”

“This is almost spooky,” Pinkie Pie said, “Like if a video game were real life or something.”

They heard something mechanical walking toward them. The three girls stopped and turned to see three small critters walking toward them. They had four short legs each, large funny shaped heads that were also their bodies, and a strange symbol like an eye on their tops.

“What are those things?” Pinkie Pie asked.

“Beat's me. Twilight?” Rainbow Dash asked.

“Sorry, no clue. They appeared around the time you guys did. Actually, I've seen red arrows like them before, but they never really stick around.”

“Maybe they want to play with us,” Pinkie Pie said skipping over to the tiny creatures.

“Pinkie Pie, be careful!” Dash called out. Suddenly, Fluttershy ran behind Dash and held her arm tightly, “Hey, you okay?”

“I feel afraid,” Fluttershy said, “Those creatures, I feel something horrible from them,” she was trembling now, “Pinkie Pie needs to get away from them.”

“Pinkie Pie, you hear that?” Dash asked, “Our fair lady here says we need to jet.”

“Aw, these guys are harmless,” Pinkie Pie said kneeling down in front of the one in the center, “Isn't that right, cutie patootie? You wouldn't just a fly, would you?”

As she spoke, red energy build up from the front of its face, and a red beam shot out from its eyes at Pinkie Pie, knocking her back to Rainbow Dash and Fluttershy.

Pinkie Pie: 80 HP

“Pinkie Pie!” Dash called out running to her friends side, “Are you okay?”

“Curiosity killed the cat... that's what they say, right?” Pinkie Pie said woozily.

The other two creatures fired their lasers at them but they all missed as Rainbow Dash helped Pinkie Pie up, took Fluttershy by the hand and ran as fast as she naturally could away from the monsters. Pinkie Pie was right next to them running on all fours.

“Twilight! Any bright ideas?!” Rainbow Dash asked.

“Get Fluttershy back to the tower! You'll be safe there!” Twilight said.

“Tower?! What tower?!” Rainbow Dash asked.

“That's my home!” Fluttershy said, “The tower is one of many here on Lyoko, and I can transfer to different regions with them!”

“Got it, then we'll get you there!” Pinkie Pie said. They stopped running when they saw the tower, which was currently being guarded by two enemies similar to the smaller creatures chasing them, but with blocked shaped tops.

“Geez, more of them?!” Rainbow Dash whined.

“What do we do?” Fluttershy asked fearfully.

“Here's what I suggest!” Dash pulled out her kunai and got in a fighting stance, “I say we fight our way through!”

“Yeah! Let's take em out!” Pinkie Pie said turning around to face the smaller creatures chasing them.

Rainbow Dash VS Bloks x2

Pinkie Pie VS Kankrelats x3

The smaller monsters, apparently called kankrelats, began firing at Pinkie Pie, who jumped around them on all fours out of the way. They couldn't touch her no matter what. Eventually it occurred to her that she had to try attacking at some point, so she just did what she thought was natural. She rolled into a ball just like her favorite video game character, and tackled one of the kankrelats destroying it.

“Yeah!” Pinkie Pie shouted happily, “Twilight! I figured out how to attack!”

“Great!” Twilight said, “It looks like your entire body is a weapon! Keep it up!”

“Got it Twilight!” Pinkie Pie said, rolling onto a ball again and tackling a second kankrelat.

As for Rainbow Dash, she ran toward the two bloks, who began firing blue lasers at her. She jumped into the air, and threw one of her kunai at the blok, but it bounced off its body. Dash landed, but the blok behind her fired at her back knocking her to the ground.

Rainbow Dash: 70 HP

“Rainbow Dash! You just lost thirty hit point!” Twilight cried out.

“Hit points? What, like a video game?” Dash asked.

“Yes. There are two cards on my screen that show your pictures, and the number went down by thirty. You need to take them out!”

Dash rolled over to her discarded kunai and picked it up, “Yeah, that's the hard part! None of my attacks are doing any damage!”

“The eye!” Fluttershy called out from behind a tree, “Try hitting the eye!”

“The eye huh?” Dash asked, turning to the two bloks as they walked over to her. They charged up their eyes and fired their lasers at her, but this time Rainbow Dash rolled to the side and threw her kunai into the eye of the blok on the left destroying it.

Pinkie Pie destroyed the final kankrelat and ran over to Rainbow Dash's side.

“Getting the hang of this?” Pinkie Pie asked.

“Yeah, and I think I learned a new trick too. Watch this!” Dash ran straight at the final blok.

“Hey! Careful Dash!” Applejack said from the monitor.

“It'll be fine!” Dash said. The blok fired at her, but she flipped out of the way and then landed right in front of it. She made a few hand signs, and then two clones of her appears from behind her.

“Can't call myself a ninja if I can't make a simple shadow clone,” Dash said with a smirk. The blok looked around, as if trying to figure out which one was real. It fired at one clone, but it rolled to the side throwing a kunai at it, intentionally missing. The other two Dashes dashed past the blok destroying it. The two clones vanished, and Dash turned to both Pinkie Pie and Fluttershy giving them a thumbs up.

Twilight fell back in her seat sighing in relief.

“They did it,” Twilight said.

“Weird,” Applejack said thoughtfully, “Dash and Pinkie Pie both have weapons, but Fluttershy doesn't?”

“That is odd,” Twilight said, “Fluttershy, do you know why that is?”

“I'm afraid not,” Fluttershy said, “I do know that their composition is different than mine still.”

“Guys, for right now, get to the tower. I can get you guys out of Lyoko from there,” Twilight said.

“Aw man, but it was just getting fun!” Rainbow Dash whined.

“Trust me, this won't be the last time we go in, I'm sure,” Twilight said typing on the computer, “But we need to discuss some of what we've seen.”

“Does this mean we're in the Super Secret Club now?” Pinkie Pie asked happily.

“I think that's pretty obvious,” Twilight said smiling, “Besides, I need to know more about your experience in Lyoko.”

As the three girls continued running to the tower, they saw something in front of them. A large gray sphere rolled in their way.

“Think that thing is friendly?” Pinkie Pie asked. The sphere opened up, revealing some red wires underneath and the same kind of eye symbol as the other monsters. The eye charged up with energy, and a large red stream shot out of from the sphere monster. Rainbow Dash pushed Fluttershy out of the way, and Pinkie Pie jumped to the other side.

“Does that answer your question?!” Dash asked.

The sphere rolled closer to them, turned to the side, and opened up again firing its blast. Fluttershy screamed and ran to the side, and Dash ran after her, but Pinkie Pie wasn't able to move out of the way in time and got hit by the blast.

“AHHH!!!!” Pinkie Pie screamed falling back.

Pinkie Pie: 0 HP

As she hit the ground, her entire body broke apart leaving a wire framed outline, which then vanished.

On the computer screen, Pinkie Pie's card vanished on the screen.

“Pinkie Pie!!!” Twilight called out, “Dash, what happened?!”

“I don't know!” Rainbow Dash exclaimed, “She got hit by the weird sphere thing, but then she was gone!”

Applejack turned around at the sound of the elevator opening, and saw Pinkie Pie standing there looking exhausted.

“It's alright Dash,” Applejack said, “Pinkie Pie's back here with us.”

Dash sighed in relief, “Pinkie Pie? Are you okay?”

“Yeah Dashie, I'm fine,” Pinkie Pie said, “A little tired, but I'm fine. You can't die in a video game, Dashie.”

Fluttershy gasped, “Twilight! The monster is looking at us again!”

Applejack looked at Fluttershy's card, seeing that she had hit points too. She tightened her fist and then ran to the elevator.

“Twilight, Ah'm goin in!” Applejack said.

“Are you sure?!” Twilight asked.

“We ain't got time! Pinkie Pie got sent back here cause she's human, but Fluttershy ain't! If she loses her hit points she'll die!”

Twilight turned to the computer screen, seeing Fluttershy's card, “Applejack, I'm counting on you.”

Applejack nodded as the elevator closed. She then walked to the scanner room over to the scanner that Pinkie Pie had just used.

“Transfer Applejack!” Twilight said as the scanner closed, Applejack with a serious expression.

On the computer screen, a CGI rendering of Applejack dressed as a trench coat wearing cowgirl was spinning around as if being rendered, “Scanner Applejack!”

Inside the scanner, Applejack was slowly lifted to the air spinning around.

“Virtualization!” Twilight said pressing the enter key. There was a white flash in the scanner, and Applejack vanished.

In Lyoko, Applejack took form mid air, and then perfectly landed on the ground. She was now wearing a long brown trench coat and a Texas Sheriff’s outfit complete with the brown vest, badge, and boots. In her tench coat she found her weapon, a large double barreled shot gun.

Applejack pulled it out and turned to the side, where she saw Rainbow Dash running circles around the sphere monster, and Fluttershy hiding behind a nearby tree.

Applejack ran over to Fluttershy and put a hand on her shoulder. Fluttershy flinched slightly, but then smiled when she saw who it was.

“Applejack!” Fluttershy cried happily. Applejack smiled and then looked at the monster. It tried firing at Rainbow Dash, but she ran to the side using what looked like super speed out of the way. Applejack took that as her chance to fire at the monster with her shot gun, catching its attention.

“Why don't ya play with me?” Applejack said seriously.

Applejack VS Megatank

Applejack reloaded her gun, and then fired at the tank while walking forward. It was closed, so it didn't take any damage, but her shots seemed to be strong enough to push it back. Applejack repeated the gesture, still walking forward and pushing the megatank back with her shots.

“Dash, when ya see it open up, throw yer kunai at its eye!” Applejack commanded.

“Got it!” Dash said readying a kunai.

The megatank opened up charging up an attack, but this time Rainbow Dash was ready. She flipped to the side throwing a kunai at the exposed eye, damaging the tank but not killing it.

Applejack got on one knee and pointed her gun forward, taking her time aiming it. She then fired point blank at the eye with her shot gun, pushing the megatank back against a raised platform before it exploded. Applejack turned back to Fluttershy as she stepped out of her hiding place.

“It's safe now, Fluttershy,” Applejack stated, “Get in the tower, we'll see ya back in the real world.”

Fluttershy nodded and hugged both Applejack and Rainbow Dash.

“Thank you so much for protecting me!” she said, “Pinkie Pie, you too!”

“Aw, you're welcome, Fluttershy,” Pinkie Pie said happily, “Next time I'm in Lyoko, you owe me a hug.”

“Alright, I'll bring everyone back into the real world,” Twilight said, “Fluttershy, it'll be safe in the tower.”

“Right,” Fluttershy said, “I'll see you there.”

“Materialize Rainbow Dash! Materialize Applejack!” Twilight said, the two girls vanishing from Lyoko as Fluttershy fazed into the tower.

“Those monsters weren't a part of Lyoko,” Applejack said, “At least, Ah don't think they were.”

“They looked like they were viruses or something,” Twilight stated, “But, where were they sent from?”

“I don't know,” Fluttershy said from the computer, “But I felt a presence watching us while we were there. Girls, I don't think you should come back here. It's dangerous in here, and-”

“Oh no. Not happening,” Rainbow Dash said, “We're not leaving you alone in there. The fact that something attacked you while you were out of the tower doesn't sit well with me.”

“Yeah! Fluttershy's our friend. We're not going to leave her alone, right?” Pinkie Pie asked.

“Not at all,” Applejack said, “For now, stay in the tower where it's safe. We'll figure out what's goin on.”

“Thank you everyone,” Fluttershy said smiling at her new friends, “I feel so much safer with you all protecting me.”

As it was night time, the four girls said their goodbyes to Fluttershy and began making their way back to the school.

“My personal computer can connect to Lyoko, so we can meet up there and talk to Fluttershy,” Twilight said.

“So let's meet up in and Applejack's room after school,” Rainbow Dash said, “Man, I can't wait to go back in there!”

“Ah don't know Dash,” Applejack said looking back at the factory, “Somethin about this whole thing ain't right.”

“What do you mean, AJ?” Pinkie Pie asked.

“It just... it feels like we're missin somethin, or like somethin's about ta happen.”

“Ahh, you worry to much,” Rainbow Dash said, “This time we locked up the place, right?”

“Exactly,” Twilight said, “I made extra precautions. No one is getting into that factory without my permission.”

Applejack hoped so, but she couldn't shake the feeling. Maybe she was still spooked by the whole thing, but somehow, she just knew that something bad was going to happen, and really soon.

Elsewhere in a military base, strange static appeared on a computer screen in an office. The static vanished, and a strange symbol appeared on it.

A symbol sort of shaped like a red eye...

Author's Note

Part one of my pilot of Code Lyoko: EG is finished. Please comment and let me know what you think?

Oh, I changed a few things already, like how Twilight can already bring people out of Lyoko. You'll see how that plays into Fluttershy later on though.

Check out my Patreon if you want to support me!

08: Down to Earth

Theme Song: A World Without Danger

08: Down to Earth

Friday after class, Twilight got to work. She didn't bother saying anything to anyone as she ran back to her room. The program was almost completed. At first she thought about trial and error, but Fluttershy was quick to point out how that was a dumb idea. Instead, she began gathering information on the subject, learning everything she could about it before she attempted to create the program.

Trixie had even helped. Albeit she didn't know how she had helped, but the books on the holographic universe theory had actually helped Twilight make sense of a few things. Turns out, she was looking at the problem all wrong.

With new zeal, Twilight got right in front of her computer and got to work on the program. She was going to do it this time. She couldn't fail.

“Howdy Twilight,” Applejack said stepping into the room, “Ah brought ya dinner, since ya skipped it.”

“Thanks,” Twilight said not turning away from the computer, “Just set it down next to me.”

Applejack shrugged her shoulders and set the plate of food down. Twilight quickly took a bite and then continued working, almost like a machine.

“Ya plan on… workin all night?” Applejack asked.

“If I have to, yes,” Twilight said, “I asked Trixie if I could borrow one of those blinders people wear when they sleep, just in case you needed it.”

“Oh, uh… thanks Twilight,” Applejack said looking at the black blinder on her bed, “That's real nice of ya.”

Their conversation ended, Twilight put all of her focus on the program in question. It was going to work this time. It had to work this time. She had figured everything out, and it made sense on paper. Now as long as the universe followed the rules, she would be fine.

Applejack had gone to sleep a few hours later, and Twilight was still working on the program. Writing an entirely new program from scratch wasn't easy, especially if she planned on using it more than once. Hopefully she wouldn't have to use this one multiple times, but better safe than sorry.

Program: ERROR

Twilight sighed in frustration. That was the sixth dud. Still, she wasn't done yet. This was a difficult program to write, but she was going to write it no matter what.

Program: ERROR

No matter how many times she had to look at this screen.

Program: ERROR

All the greatest scientists had to suffer through failure after failure before they succeeded. The greater the achievement, the more failures they had to go through.

Program: ERROR

That was okay though, because each failure brought them one step closer to success. That was what made this so special to Twilight. She was trying to do something that seemed impossible.

Program: ERROR

But Twilight knew better. It wasn't impossible because the opposite was possible. She had checked it time and time again, and it was perfect. When they went into Lyoko, they became data. There wasn't anything that still registered as human in Lyoko, except for that 0.5 percent difference, which could contribute itself to the human DNA that was used to create that form.

Program: ERROR

So couldn't the scanners work in reverse then? If the scanners could read human DNA and turn that into data, then couldn't they also read data and turn that into human DNA?

Program: ERROR

It was possible, and she was going to prove it. She didn't care how long it took. If she had to stay up all night to get it to work then she'd work all night. This was her dream come true, and the only thing standing in her way was the one sign she kept seeing on her computer.

Program: ERROR

One error after another, each one pushing her one step closer to understanding completely what she was trying to create. She wasn't even frustrated anymore. She was anxious. She was getting close now. She had to be getting close. She told herself that each time she saw “error” appear on her screen, until she truly believed that she was close to-

Program: CLEAR

Applejack loved Saturdays. It was one of the few days she could sleep in. Working on a farm had taught her the importance of being early to rise, but coming to a boarding school taught her the joys of sleeping in late.

Though, she had to wake up at some point. Better she wake herself up now before Twilight kicked her bed again and forced her to wake up. One thing she didn't like about her roommate was how early she woke up at ALL TIMES. She and Luna were a match made in heaven sometimes.

Applejack stretched with a yawn, expecting to hear something akin to “finally up sleepy head?”, but it never came. Instead she heard light snoring. Applejack looked at the computer desk and saw Twilight resting her head in front of the keys dead to the world. She looked so peaceful and adorable.

Applejack walked over to Twilight and was about to take her to bed, but she stopped when she saw the program she was working on. Was this what kept her up so late. Out of curiosity, Applejack carefully pulled it up to see what she was working on.

Program: CLEAR

Applejack's grogginess slowly crept away, replaced with excitement and elation. On instinct she found herself shaking the sleeping teen awake.

“Mmm… huh? Applejack… what's wrong?” Twilight asked rubbing her eyes.

“The c-c-computer! P-p-p-program! Ya did it!” Applejack said pointing to the screen.

“I did it…?” Twilight asked in confusion, looking at the screen. Immediately she woke up and looked at it closely, “Holy crap I did it. I actually did it!”

“Ah knew ya could do it!” Applejack said happily. The two girls held hands and jumped for joy, completely unaware that Fluttershy had appeared on the screen.

“Did I miss the party?” Fluttershy asked, catching Twilight and Applejack's attention. Twilight ran over to the screen with the same excited smile.

“Fluttershy, perfect timing! I have great news!” Twilight said, stopping herself and thinking, “Wait, this isn't right. Applejack, what time is it?”

Applejack looked at her clock, “It's 'bout ten o'clock.”

“Perfect, everyone is up then,” Twilight said, “We have to call everyone here.”

“Um… now?” Applejack asked.

“Yes. Now. Right now.”

The way she said that left no room for argument, so Applejack shrugged her shoulders and walked over to Rainbow Dash and Pinkie Pies' room, pulling out her cellphone to call Rarity on the way.

“Hey Rares, Ah know it's sorta early, but Twilight needs all of us ta come ta her room pronto,” Applejack said.

“Is it XANA?” Rarity asked.

“Nope, but it's directly related ta Fluttershy. All Ah can say is it's great news.”

When everyone arrived, the only ones who were dressed were Twilight and Rarity, the former because she slept in her regular clothes though. Rainbow Dash was still wearing a white tank top that barely covered anything and baggy blue shorts. One would think that Pinkie Pie would have worn really child like PJs, but she was actually wearing a light pink nighty that was sheer in certain parts.

Needless to say Rarity rolled her eyes when she saw them, realizing that they walked down the hall just like that.

“Ugh, what's so important that you had to have Applejack wake us up this early on a Saturday?” Dash groaned.

“Dash, it's past ten,” Rarity pointed out.

“That's early for me on a Saturday!” Dash retaliated.

“I'm sure,” Rarity rolled her eyes, “Speaking of sleeping, er… Pinkie Pie. Those pajamas...”

“Do you like it?” Pinkie Pie said spinning around, “It makes me feel so sexy at night.”

“Why do you need to feel sexy at night?” Dash asked.

“So I can have sexy dreams, silly,” Pinkie Pie said as if it were obvious. Sex crazed and a gamer? Pinkie Pie was a guy's dream come true.

“Don't worry y'all,” Applejack said sitting on her bed, “It's worth it. Go on Twilight.”

Twilight took a deep breath before speaking up, “I did it,” she said simply, continuing when Dash motioned for her to go on, “I made the materialization program.”

“Holy shit!” Dash shouted, “It's actually finished?”

Twilight nodded happily, “I finished it last night.”

“Oh my God! This is wonderful!” Pinkie Pie ran over to Twilight and hugged her, “You made the program!”

Fluttershy was wide eyed, as if she couldn't believe it. It looked like she was trying to speak, but couldn't find the words.

“How did you do it?” Rarity asked.

“I was surprised by how simple it actually was,” Twilight admitted, “Turns out the scanners simply turn your DNA into its data equivalent. All I had to do was make a program that does the opposite, turning data into its DNA equivalent. When this happens, Fluttershy will appear as a fully realized human with a human nervous system and everything.”

“Badass,” Dash said nodding, catching everyone's attention, “What? Yeah, I understood it.”

“Isn't this great, Fluttershy?” Pinkie Pie said to the speechless computer program, “You'll finally be able to live with us.”

“I… I don't know what to say...” Fluttershy said softly, “Is this real? Is it really happening?”

“It is,” Twilight said going to the computer, “I'm sorry it took so long. We ended up spending half a year dealing with this. I wish I could have gotten you here sooner.”

Fluttershy shook her head, “No Twilight, you took as long as you needed. I've enjoyed spending time with all of you, especially once you allowed me to access your phones.”

“I still think that's a little creepy that you can do that,” Dash said rubbing the back of her head.

“So, when do y'all wanna do this?” Applejack asked, “The program's made. All we gotta do now is use it, right?”

“I say we do it right now,” Pinkie Pie said, “I wanna give Fluttershy a BIG hug just like she gave me.”

“And the sooner we bring Fluttershy out here the sooner we can turn the computer off and say goodbye to XANA,” Rainbow Dash stated.

“While all that is true,” Rarity said thoughtfully, “We can't just materialize Fluttershy.”

“And why not?” Dash asked, “Like AJ said, the program is done. We just let Twilight do her thing, flip the off switch, and done deal.”

“But Fluttershy isn't human,” Rarity said, “She doesn't have social security number, ID, or anything that proves she exists beyond our confirmation.”

Applejack nodded, “That would be hell ta explain, how a girl just appeared outta nowhere with nothin ta prove who she really is.”

“Also, she would obviously be coming here to Canterlot High,” Rarity continued, “How would we get her enrolled without any records, especially if she's planning on staying in dorms? There is much prep work needed for this.”

Twilight sighed, “I really hate to say it, but Rarity is right. I want to just do it right now, but we do need to at least create an identity for Fluttershy.”

“How are we going to do that?” Pinkie Pie asked.

“Are you kidding me? That's going to be easy compared to the program I just wrote,” Twilight said turning to Fluttershy, “I'm really sorry Fluttershy, but we need to do just a little more work before we bring you over here.”

“That's okay,” Fluttershy said with a slight sigh, “I've waited this long. What's one more day, right?”

“I promise, I won't stop until I've gotten everything ready,” Twilight said, “You're not going to have to stay there any longer than you have to,” Twilight looked down seriously, “I'll save you from XANA. I promise.”

“I believe in you, Twilight,” Fluttershy said, “We all believe in you.”

“That's right,” Pinkie Pie said putting her hands on Twilight's shoulders, “You got us this far. The final step is getting Fluttershy's identity and we're all set.”

“Thanks guys,” Twilight said, unaware of the woman that was right outside her room listening to their conversation, “I promise, this won't take long. By the end of the day, Fluttershy will be out here in the real world.”

“I knew it,” Principal Celestia said biting her thumb, “It was Twilight. Should I be upset or grateful?”

She walked off to her office, torn between running up to Twilight and begging her to just turn the damn thing off and helping her. That machine was the worst thing she had ever done, and it took so much away from her. She was running away, and she knew it.

She was such a coward.

Celestia sat in her office thinking hard about what to do. Twilight was messing with powers beyond her control. The idea that she actually thought she could materialize Fluttershy… it was both immature and astounding at the same time.

This meant that she had been dealing with XANA too? How had she managed to survive all this time? How had her friends managed to survive? They clearly figured out how the super computer worked, which in of itself was impressive.

Still, to attempt to materialize Fluttershy…

“Sister?” Luna said walking into the office, “What are you doing here? It's Saturday.”

“You know I don't like taking days off,” Celestia said, “If I could, I'd work even on Sundays.”

Luna shook her head smiling, “I really don't understand you sometimes. You tell me to relax more, yet here you are working harder than me, and that's saying something.”

Celestia laughed, “Yes, I can see what you mean, but when you're doing what you love, you actually never work a day in your life.”

Luna raised an eyebrow, “You love working with teenagers?”

“I love working with kids in general,” Celestia admitted, thinking about the only child she failed to help in her life, “I… feel best when I'm helping them with their futures.”

“Tia, is something wrong?” Luna asked walking up to her older sister, “You look troubled.”

“Luna, I…” oh how she wanted to open up to her sister. After the incident ten years ago though…

“Please tell me what's wrong,” Luna said taking her sister's hands, “You can tell me anything, you know that.”

Not everything sadly, Celestia thought to herself before speaking, “It's about Twilight.”

Luna sighed gravely, “I was wondering when we'd get to talk about this subject. Her grades are still stable, but not as high as-”

“Lulu, please,” Celestia said, using her sister's nickname to calm her down, “This has nothing to do with her grades. Twilight's development as a person is one I couldn't be happier with.”

Luna looked at Celestia as if she had grown a second head, “You're happy?” she shrugged her shoulders, “Okay, sure. Let's pretend that Twilight's development isn't an issue. If that's the case, what's bothering you about Twilight?”

Celestia chose her words carefully. She wished that Discord were here, as he still remembered the incident, but he didn't come in on Saturdays.

“I think Twilight is… doing something dangerous,” Celestia said.

“Dangerous?” Luna asked.

“You've noticed that she's been spending a lot of time outside of the dorms, right?” Celestia asked.

“Yes, I see her and her new gang leaving it all the time,” Luna said, “But even I admit that's not too strange. They're still teenage girls.”

“True, true,” Celestia said, getting a little frustrated as she couldn't tell Luna exactly what was bothering her, “I just have a feeling is all. Could you keep an eye Twilight for me?”

“Sure,” Luna said with a nod, “I can do that. What about her friends? Should I watch them too?”

“If you want, but please focus on Twilight,” Celestia urged.

“I won't let you down,” Luna said walking out of Celestia's office. She was doing the right thing, right? It wasn't that she didn't trust Twilight. She was just terrified of what Twilight was trying to do. Maybe she should have been trying to help her though.

But if she did that, XANA would…

You knew it was bad when Celestia was being paranoid. She was always the more relaxed of the two sisters. In their teen yeas she even had a long phase where she dressed and acted a bit like a hippie, and some of that never went away.

So if Celestia was worried about something…

Luna's first stop was the rec room. Out of Twilight's friends she only saw Rainbow Dash and Pinkie Pie, playing the new Blazblue game. It looked like a lot of fun, actually, and the two girls were really good at it. One of them was even playing as Carl, and winning.

Luna fought the urge to go over there and ask to take on the winner, instead heading off to the gym. They wouldn't want to play with the scary vice-principal of the school anyway. She sighed and continued making her way through the school to find Twilight and her other friends.

When she found Applejack, she was happy to see that she wasn't with Twilight (that was Luna's biggest fear). Instead she was with Rarity. The two girls were in the gym wearing their fencing gear, and going at it. Luna hadn't seen a fight that violent in a while, and she had enough mind to tell them to stop. If they didn't, one of them was going to-

Rarity broke through Applejack's defense pointing her rapier at the southern girl's chest, taking the point.

“I win match,” Rarity said, “So I decide movie.”

Applejack sighed, “Alright, you get ta decide the movie. Jus' don't pick somethin super sappy, alright?”

“I was thinking second Sin City movie,” Rarity said as the two girls walked off holding hands, “I've never seen it.”

“Funny, Ah was gonna pick that one too.”

All of that just to decide on a movie? Luna had heard two different rumors about those two. One was that they were mortal enemies, and the other that they were lovers. Based on how they walked off together, Luna was inclined to believe the latter more than the former.

And she had to admit, Applejack looked really happy.

Seeing them walk off made Luna's heart go in a weird place. She wasn't jealous of Applejack, was she? Maybe not for being in love, but she still had something that Luna didn't. Applejack reminded Luna of herself at that age so much it was scary. As such, Luna knew how she'd end up.

The sooner she grew up and realized how the world worked the better.

Still, she hadn't found Twilight yet. If she knew Twilight well enough, she'd be in her dorm. Luna chastised herself for not checking there first and ran off to room 2-B. Inside she saw Twilight sitting at her computer, working on something.

“Hmm...” Twilight said, “I think I need a particular file for this.”

Twilight got up, forcing Luna to hide behind a corner. Thankfully Twilight ran down the opposite way, but why was she leaving the dorms? The computer labs were the other way, and Twilight's personal computer was the best on the campus.

Twilight ran to the side of the school, which was a park filled with trees. Luna saw her open up a passage to the sewers and go inside. Now that was odd?

Luna slowly followed her down. When she made it to the bottom she was surprised by what was left down there. A scooter, a skate board, and a pink bicycle. Who would leave these down here, and why?

She looked ahead and saw Twilight riding off on a scooter. Not wanting to alert her, she merely ran after the teen, who stopped right under a manhole and began climbing up. When Luna climbed after her she found herself at the abandoned factory, with Twilight going inside.

“Why here?” Luna asked walking up to the factory. Suddenly she felt a sharp pain in her head that forced her to her knees.

“Tia, are you sure about building it here?”

“No one uses this place anymore, so its perfect.”

What was that? Some sort of memory? No, that didn't make sense. Luna hadn't ever been to this factory before.

She forced herself to her feet and ran after Twilight. Inside the factory, she saw the elevator go down. Was that thing still working?

Why was her heart racing so much? There wasn't anything here to be afraid of, right?

She saw a ladder nearby, which probably went down the same direction of the elevator. She went over to it and climbed down, stopping when she saw a raised structure like a rafter she could stand on. She didn't want Twilight to see her.

Speaking of Twilight, she was walking right up to what looked like a powerful computer hooked to a hologram.

“Fluttershy, are you there?” Twilight asked. Luna looked around the room, but saw no one there besides them.

“Yes Twilight,” a really soft voice said from the computer. Luna moved a bit to see what was on the screen and caught a glimpse of what looked like a 3D rendered character on it.

“Okay, I need to be able to access Lyoko's network for a bit,” Twilight said, “If I'm going to put you into the system it has to look like you've always been there.”

“I see,” Fluttershy said, “I can help with that.”

“What in the world…?” Luna asked. It sounded like Twilight was trying to hack into something.

“Oh,” Fluttershy said, “Twilight, it looks like we could use this.”

“Huh, your name is somewhat common here in Canterlot,” Twilight said, “And apparently this person vanished from the system a few years ago. Alright, I'm going to connect to this person and create a social security number for this identity. They're not using it, so why shouldn't we?”

Was Twilight creating an identity for someone? The idea that Twilight was so smart she could do this was astounding.

“And done,” Twilight said, “I'm heading back to the dorms now. Just think, soon you'll be out here with us.”

“I can't wait, Twilight,” Fluttershy said, “These days being in the real world with you is all I think about.”

“I'm determined to make that dream a reality,” Twilight said, “You'll be free from XANA soon.”

The computer seemed to disconnect from whatever it was connected to, and Twilight ran back to the elevator and went up. Luna climbed down all the way and got a closer look at the computer Twilight was on. When she touched it, she felt another sharp pain in her head.

“Luna, get out of there!”

“I can't! There are too many of them! XANA is- AHHH!!!!!”

“Luna?! LUNA!!!!”

“NO!!!” Luna screamed falling back. It felt like she was trying to remember something, but whatever it was she sure as hell didn't know what it was. She was sure she'd remember being here.

“What is this place?” Luna asked looking around, “Have I… been here before?”

She hugged her knees, trying to calm down. For some reason though, being here had her terrified beyond all reason, and something was telling Luna that Celestia was right. Twilight was doing something dangerous.

Something very dangerous.

After she had finished making Fluttershy's new identity, she called her friends to meet up with her back in her room so they could get ready to materialize Fluttershy. When she told them about how she had made Fluttershy's identity, of course she received mixed responses.

“Are ya sure it's okay ta jus' use someone else's identity like that?” Applejack asked.

“As long as we don't use her entire identity, it's fine,” Twilight explained, “The Fluttershy in the file has been missing for ten years, so by now her case has gone cold. Sadly, the chances of her showing up again are slim to none.”

“Is just seems so… grim to me,” Rarity said with a shudder.

“But its better like this, right?” Pinkie Pie said, “At least our Fluttershy won't have come completely out of nowhere.”

“Exactly,” Twilight said, “I basically took pieces of her identity like the date of her birth, and her original ID number. From there I just created her social security number and plugged it into the system.”

“So, is everything else set up?” Dash asked.

“I already created a fake letter of recommendation for Fluttershy to enroll here,” Twilight said, “And she'll be living in the dorms, so that takes care of where she'll be staying. All that's left is to bring Fluttershy out of Lyoko and into the real world.”

“Fantastic!” Pinkie Pie said.

“Oh how wonderful,” Fluttershy said from Twilight's computer, “I still can't believe we've come this far.”

“Believe it,” Dash said, “Now how about we go to the factory and pick up our fair lady?”

“Yes, I think we've kept her waiting long enough,” Twilight said turning to her computer, “Don't move from there until we arrive at the factory, okay? XANA might try to stop us from materializing you, so we need to be ready just in case.”

“I understand,” Fluttershy said, “I'm in my home tower like always, so I'll wait for you here.”

Fluttershy logged off, and Twilight turned off her computer.

“Okay girls,” Twilight said, “Let's bring Fluttershy to her new home.”

Twilight picked up the disk box for the program and the five girls ran out to the secret passage. They wanted to get there as fast as possible, so taking the secret passage was the best bet.

When they climbed down the sewers, Twilight and Rarity both grabbed their scooters, Dash grabbed her skateboard, Pinkie Pie got on her bike (only she was crazy enough to ride a bike in the sewers) and Applejack hooked her roller skate wheels onto her shoes. The five girls rode through the sewers as fast as they could, stopping when they reached the entrance near the factory.

They all climbed up the ladder, and ran into the factory. Applejack, Rainbow Dash, and Rarity swung down to the elevator first, followed by Pinkie Pie and Twilight when the ropes came back. They went into the elevator, pushed the button, and descended down to where the computer was.

Once the elevator reopened, Twilight ran over to her seat and put in her microphone.

“Fluttershy, we're here,” Twilight said. A second later Fluttershy appeared on the screen beaming.

“Twilight, I'm so excited! Today's the day I finally come into the real world!” Fluttershy cheered.

“It is,” Twilight said pulling up her radar screen of Lyoko's forest sector. It was here that she saw something that made her heart sink. There were red arrows all over the Forest Sector!

“Well damn,” Dash said when she saw that, “Think XANA's angry, guys?”

“He knows we're almost done,” Rarity said, “This is his… what would Americans call it?”

“His last hurrah?” Applejack suggested.

“Dah, that's it.”

“This is terrible,” Twilight said, “There's no way Fluttershy's going to get through there on her own.”

“Even us goin in is pushin it,” Applejack said, “Can ya jus' materialize Fluttershy from her home tower?”

“I would if I could,” Twilight said, “But as she lives in a way tower I can't use it. Fluttershy and I already designated what tower we were going to use,” she pointed to another tower a good distance from Fluttershy's tower, “This one.”

“Can't you put it closer?” Pinkie Pie asked.

“Sorry but no,” Twilight said, “The tower is already set up. That was one of the things I had to do to prepare for Fluttershy. It's too late to change towers now.”

“Then we just have to get Fluttershy to that tower,” Dash said slamming her fist into her hand, “Come on guys. This is no different than when XANA activates a tower.”

“Dash is right,” Applejack said, “We'll jus' handle this like we always do.”

“Operation “Hey it's us” time?” Pinkie Pie asked. Everyone turned to her in confusion.

“Operation “Hey it's us”?” Twilight asked.

“I'm afraid to ask,” Rarity said.

“That's what I call it when we go into Lyoko. XANA activates a tower, we go in, tell XANA “hey it's us”, and then start kicking monster butt.”

It was Fluttershy who started laughing first, “Oh Pinkie Pie, that's so cute. I think Operation “hey it's us” is a wonderful name.”

Twilight shook her head smiling, “In that case, yes, time to launch operation “hey it's us”.”

Applejack, Rarity, Rainbow Dash, and Pinkie Pie ran back to the elevator, and descended to the scanner room. When each one of them had a scanner picked, Applejack texted Twilight to let her know they were ready.

“Transfer Applejack!” Twilight said closing Applejack's scanner once she was inside.

“Transfer Rarity!” Twilight continued as Rarity stepped into her scanner before it closed.

“Transfer Rainbow Dash!” Twilight said as Rainbow Dash stepped into her scanner, smirking as it closed.

“Transfer Pinkie Pie!” Twilight said, Pinkie Pie smiling brightly the entire time as she stepped into her scanner before it closed.

On Twilight's screen, Applejack's Lyoko avatar was being rendered, “Scanner Applejack!”

Next up, Twilight began rendering Rarity's avatar, “Scanner Rarity!”

Thirdly, Rainbow Dash's avatar began rendering, “Scanner Rainbow Dash!”

Finally, Pinkie Pie's avatar was rendered, “Scanner Pinkie Pie!”

Once everyone was matched up with their Lyoko avatars, Twilight pushed the enter key on the computer, “Virtualization!”

When the four girls took form in Lyoko and landed in front of Fluttershy's tower, they were immediately greeted by kankrelats and hornets, who started firing at them. Rarity blocked the attacks with her sword as best as she could while the others took cover behind a nearby tree.

“This is crazy!” Pinkie Pie said, “How are we going to get Fluttershy out now?”

“Leave it to me,” Dash said running out next to Rarity. As she ran, she did a hand sign and split up into three Dash, and all three of them threw their kunai at the hornets killing them. Pinkie Pie jumped out after that and did her spin tackle killing two of the kankrelats while Applejack fired at the remaining ones with her shotgun.

“Alright Fluttershy, the cost is clear,” Applejack called out.

Fluttershy ran out of her tower and into Applejack's embrace, “I'm so happy to see you.”

“Ya ready ta get outta this virtual hell?” Applejack asked.

“Please,” Fluttershy said dramatically, “Take me from this place.”

“As you wish, your highness,” Dash said spawning two more kunai, “Which way Twilight?”

“Just start heading north,” Twilight said, “Careful, because there are more monsters coming your way.”

“Pinkie Pie, let's go on ahead and take out as many as we can,” Dash said. Pinkie Pie got on all fours and stretched.

“I'm right there with you, nya!” Pinkie Pie said. She rolled into a ball and rolled forward at high speed next to Rainbow Dash, who of course was using her super speed.

“Stay close ta us, Fluttershy,” Applejack said.

“We'll protect you from anything they miss,” Rarity said. Fluttershy nodded and followed her guardians as they charged forward.

Pinkie Pie was able to take out a number of kankrelats with her Spin Tackle. Once she ran out of momentum for that, she ran forward on all fours and resorted to using her Homing Attack on the kankrelats and a few of the hornets flying around.

Dash sprinted through the enemies in front of her slashing them up close with her kunai, and sometimes throwing them at incoming enemies, careful to throw them in places she could pick them up from as she could only respawn her weapons a few times.

Pinkie Pie and Dash reached the clearing first, where they were shot back by two bloks.

Rainbow Dash: 70 HP

Pinkie Pie: 60 HP

“Dash! Pinkie Pie!” Twilight called out. Applejack, Rarity, and Fluttershy reached them at that moment. As Fluttershy helped them up, Applejack began firing at the blok on the left while Rarity ran to the blok on the right.

“Otdelka!!!” Rarity shouted stabbing the blok in the eye killing it. At the same time, Applejack fired at her opponent dead in the eye killing it.

“Twilight, you should get the program ready!” Applejack said, “Ah can see the tower from here.”

“Got it,” Twilight said going into her backpack and pulling out the disk needed for the program. When she opened the disk case though, she was horrified to see an empty case.

“No!” she cried out, “The disk isn't in here!”

“What do you mean disk isn't here?” Rarity said.

“I must have forgotten to get it out of my computer!” Twilight groaned, “I'm so stupid!”

“Twilight, it's okay,” Pinkie Pie said, “Just head back and get it.”

“Will you guys be okay until I get back?” Twilight asked.

“As long as we don't leave this section we should be okay,” Fluttershy said, “Just in case though, I'll create cover for us while we wait.”

“Okay, I won't take long,” Twilight said getting up from the computer room and running out of the factory to the secret passage. The sooner she got back the better.

Fluttershy gathered everyone to the center of the clearing, where she knelt down and began singing. Around the five of them a dome of land came up surrounding them.

“That should protect us for a while,” Fluttershy said.

“Hopefully long enough,” Dash said, “We can't afford to screw this up.”

“Have faith in Twilight,” Rarity said, “She'll get disk and then we can proceed.”

“It'll be over soon, Fluttershy,” Applejack said taking Fluttershy's hand and stroking it.

“I know, I'm not too worried,” Fluttershy said, clearly hiding how afraid she really was. This was XANA's heaviest assault yet.

When Luna got back from the factory, she was in a daze. The images she saw in her head didn't make any sense, nor did the voices. They sounded like hers and Celestia's, but why didn't she have any memory of being in that factory?

And what were those machines? Did Twilight know what that computer was for? Why did being in that room fill Luna with so much dread?

She was tempted to tell Celestia what hat happened there, but for some reason she couldn't. Was this what Celestia meant by Twilight doing something dangerous? Did she know about that strange room?

“What's going on?” Luna said lying down under a tree. She hadn't even gone inside the school yet. She knew that if she went in there she'd have to face her sister, and she was terrified of what would happen when she saw her. Would she have to face what she saw in that room? Would she have to tell her?

Luna sat up slightly and saw Twilight running into the dorms. She looked really frantic about something. Had she just come back from that place?

“I need answers,” Luna said getting up and running after Twilight.

“Damn it!” Twilight shouted opening the disk drive of her computer. When she saw the disk in there she wanted to shoot herself. In her excitement she had left the very thing she needed. If Fluttershy died, it would be because of her carelessness.

And she said she was going to protect Fluttershy.

She put the disk in the drive, and turned to the door, stopping when she saw Vice-Principal Luna standing there.

Shit! She didn't have time for this.

“Twilight, we need to talk,” Luna said.

“I don't have time right now,” Twilight said walking to the door. Luna held her arm in the way stopping her, “Vice-Principal, please get out of my way.”

“Not until you tell me what's going on,” Luna said sternly.

“I have to get to somewhere really important. My friends need me.”

“Can they wait a few minutes?” Luna asked.

“No they can't!” Twilight shouted, shocking Luna. She pushed past Luna and ran into the hall, but Luna grabbed her arm stopping her.

“This has something to do with that room, doesn't it?” Luna asked harshly, “The one inside the factory?”

“How do you know about that?” Twilight asked, her heart racing.

“What is that place? What was that computer for?”

Twilight turned to Luna with an indignant look, “I can't believe you followed me!”

“Damn right I did, and for good reason! Celestia was worried that you were doing something dangerous! She's right, isn't she?!”

“Damn it, I don't have time for this!” Twilight shouted, “You want me to tell you the truth?! The truth is my friends need me, and one of them could die unless I go back to that room! I don't care who you are to me! If Fluttershy dies because you need answers, I'll hate you for the rest of my life!”

That seemed to hit a nerve, as Luna stepped back. Even Twilight was surprised by what she said to the older woman, who looked like she was close to crying.

“Luna, I'm sorry, but-”

“Let me go with you,” Luna said shocking Twilight.

“What did you say?” Twilight asked.

“I wouldn't forgive myself if I cost someone's life, but I need to know about that room,” Luna said looking down, “Twilight, I've never seen you feel so strongly about anything. If you're willing to hate me over this, then it must be important. Still, I can't let you do this on your own. Please take me with you.”

Twilight felt torn about this. She seemed sincere, but she was still school faculty. If she told Celestia about the computer...

“I'll take you,” Twilight said, “On the condition that you not tell anyone about what you're going to see. Not even Principal Celestia.”

“I promise,” Luna said somberly, “I won't tell anyone.”

Twilight turned around, “Come on. I'll fill you in on the way.”

Twilight ran off, Luna right behind her. They would be taking the secret passage of course.

Back in the Forest Sector of Lyoko, the smaller monsters moved out of the way to allow a megatank to roll up to the dome the girls were hiding in. Next to it walked two krabs. The three monsters charged up their individual attacks and fired at the dome, almost destroying it.

Inside the dome, Fluttershy looked like she was praying. Rarity had her arms around Fluttershy trying to comfort her, while Applejack, Pinkie Pie, and Rainbow Dash all looked tense.

“Pinkie Pie, what's right outside?” Applejack asked Pinkie Pie, who put her ears to the ground and closed her eyes.

“I feel a megatank and two krabs right outside,” Pinkie Pie said, “They're the ones that just fired. Hold on…” she gasped, “The megatank opened! It's going to fire again!”

The dome shook suddenly, and they saw some of the wall break away.

“Twilight… hurry...” Dash said gripping her kunai, “We're running out of time here...”

Twilight emerged from the manhole in front of the factory, and held out her hand to help Luna up.

“So… this XANA activates towers in Lyoko to do things in the real world?” Luna asked.

“Yes,” Twilight said, “XANA is extremely dangerous. He has no regard for human life, and seeks to become a god with absolute power.”

“And this friend of yours, Fluttershy, is also a sentient computer program?”

Twilight nodded, “She's sort of XANA's opposite it seems. My friends are protecting her right now, so we can materialize her and bring her to the real world.”

“I see,” Luna said thoughtfully. The two of them ran to the ropes where Twilight swung down to the elevator, surprising Luna, “Um… do I have to...”

“It'll be faster,” Twilight said, “If I can do it, I know you can too.”

Luna nodded nervously, stepped back, and jumped onto the rope swinging down to the elevator herself. Her landing was awkward, but she managed to not fall on her butt. She and Twilight walked into the elevator and took it down to the computer room.

“I'm surprised,” Luna said after a second, “This sentient computer program really made an impression if you're willing to go so far.”

“She may be a computer program, but Fluttershy is still a living person. Her life matters just as much as anyone else's,” Twilight said. Luna found herself smiling at Twilight, feeling more proud of her now than she had ever been. This wasn't just Twilight acing another test. This was Twilight standing up for what she believed in.

When the door opened, Twilight ran over to the computer and sat down, putting the microphone back in her ear.

“Girls, please tell me Fluttershy is safe!” Twilight asked as Luna walked into the room looking around.

“Thank god!” Rarity said, surprising Luna, “She's alright, but dome is going to break soon! We might not make it!”

“We'll make it, I'm sure of it,” Twilight said pulling out the disk and putting it in the computer, “As long as Fluttershy gets to the tower we should be fine. Fluttershy, are you okay?”

“Twilight… I'm scared...” Fluttershy said.

“It'll be okay,” Twilight said, “You'll be here soon.”

“Are they...” Luna asked.

“Yes, everyone is in Lyoko right now,” Twilight answered, “Remember the scanners I told you about? We used them to go into Lyoko.”

“Fluttershy sounds so…”

“Human?”

“Yes… human.”

“We don't know what she really is or what Lyoko was made for,” Twilight said, “All we know is that she and Lyoko are as real as this world.”

“You'll save her, right?” Luna asked, now worried for Fluttershy.

“I will,” Twilight said tightening her fist, “I promise.”

The megatank opened up and charged up. At the same time, everyone with a weapon pulled it out and got ready to fight, as they knew exactly how this was going to play out.

The second the megatank fired, the dome exploded and everyone split up. Pinkie Pie began plowing through the kankrelats with her Spin Tackle and Homing Attacks, Rainbow Dash ran all through the field throwing her kunai at the hornets, and Applejack and Rarity worked together to take out the krabs and the bloks. When that was done, the four girls ran back to surround Fluttershy as the megatank rolled forward. Two more megatanks rolled up next to it.

“Pinkie Pie, take Fluttershy and go on ahead,” Applejack commanded, “We'll catch up when we can.”

“Okay,” Pinkie Pie said, “Let's go, Fluttershy!”

Fluttershy nodded and ran off after Pinkie Pie while Dash, Rarity, and Applejack each picked a megatank.

Applejack VS Megatank

Rainbow Dash VS Megatank

Rarity VS Megatank

Applejack fired her shotgun at the megatank in the middle, Rarity ran over to the megatank on the left and started slashing at it with her sword, and Rainbow Dash threw a kunai at the megatank on the right and ran off leading it away.

The megatank that Applejack was firing at opened up and fired its blast at her, but she rolled to the side out of the way and reloaded her gun. She fired at it once damaging it before it closed, but not killing it. The megatank rolled toward Applejack, but she ran out of the way and began firing at it, trying to push it off the side.

Rainbow Dash used her usual strategy at the megatank, running around it in a triangle formation creating clones at the corners. The megatank fired at one of the Dash's, killing it instantly as it was a clone. The real Rainbow Dash jumped onto the megatank while it was still opened and threw her kunai right at its eye. She jumped off, pushing it into a raised platform doing extra damage killing it.

When she landed, the megatank that Applejack was fighting turned to Dash and fired at her, hitting her in the back.

Rainbow Dash: 0 HP

In the real world, the scanner Rainbow Dash used opened up, revealing an exhausted Dash leaning against the wall of her scanner. She forced herself to stand and walk to the elevator, getting the shock of a lifetime when she saw who was standing with Twilight.

“What the hell?!” Dash shouted, “Twilight, what's the vice-principal doing here?”

“Its a long story,” Twilight said, “I explained everything to her though, and she promised not to tell anyone. Luna's one of us now.”

“I couldn't see exactly what was going on,” Luna said, “But it sounded like you fought very well. The Coach would be proud of you.”

“Um… thanks...” Dash said awkwardly. Having the disciplinarian of the school here was going to take some getting used to.

The megatank that Rarity was fighting opened up to attack, but Rarity thrust her sword into the eye killing it. She then turned to Applejack and ran over to her blocking the final megatank's attack with her sword.

“Applejack, now!” Rarity shouted. Applejack rolled to the side and fired at the megatank's exposed eye killing it.

“We gotta catch up ta Pinkie Pie,” Applejack said. Rarity nodded and followed Applejack as she ran after their remaining fighter and their charge.

As for Pinkie Pie and Fluttershy, they stopped a bit in front of the tower as three bloks walked in front of their path and fired at them. Pinkie Pie pushed Fluttershy out of the way and took a shot right in the stomach.

Pinkie Pie: 20 HP

“Pinkie Pie!” Fluttershy cried out. Three more hornets flew up to them and began firing right at Fluttershy, who ran off to take cover.

Pinkie Pie rolled into a ball and tackled one of the bloks killing it.

“Twilight! Fluttershy's in trouble!” Pinkie Pie shouted. The last blok fired at her back knocking her to the ground.

Pinkie Pie: 0 HP

Pinkie Pie's scanner opened up, revealing a horribly disappointed Pinkie Pie.

“Well, at least I wasn't the first one to die today,” Pinkie Pie said with a sigh.

Rarity and Applejack ran up to Fluttershy's side and began leading her back to the clearing.

“Twilight, we can't get her to tower!” Rarity said, “Too many monsters!”

“Got it,” Twilight said, “I'm coming in,” she typed on the computer setting up the transfer procedure, “Vice-Principal Luna, I need you to sit here. When I tell you to, push this button right here to activate the devirtualization program, pulling me and anyone still with me out of Lyoko.”

“You're going there?” Luna asked pointing to the hologram of Lyoko.

“Don't worry,” Pinkie Pie said, “Twilight is actually really strong on Lyoko.”

“Remember, you have really low defense,” Rainbow Dash said to Twilight, “Don't take any unnecessary risks.”

“I won't,” Twilight said. She ran to the elevator, going to the scanner room. Once there, she stepped into the scanner, making it automatically close and activate.

On the screen, Twilight's avatar was rendered. Once that was done, there was a white flash in the scanner, and Twilight vanished from the real world.

Twilight appeared in the air above the clearing in front of the tower. When she landed, she mentally targeted all of the hornets flying around. Charging up her light magic, she spun around so her back was to the monsters, and then bent backwards lifting a leg into the air and spreading her arms out and releasing multiple homing darts at the monsters killing them.

Applejack, Rarity, and Fluttershy were always amazed watching Twilight fight. She rarely entered Lyoko, but when she did, watching her fight was truly a site. She moved like a dancer, and seemed to almost become a completely different person.

“Is everyone okay?” Twilight asked.

“We took damage,” Applejack said, “but we're fine otherwise.”

“Twilight, are you sure its okay to be here?” Fluttershy asked Twilight.

“Someone's watching it right now,” Twilight said turning to Fluttershy and taking her hands, “I'm going to get you to the tower, Fluttershy. You'll be safe soon.”

Fluttershy smiled gratefully to Twilight, who turned to Applejack with a serious expression.

“Applejack, you and Rarity cover us,” Twilight commanded, “Once Fluttershy is in the tower, we'll be devirtualized and I can activate the materialization program.”

“Ah don't know what's goin on, but Ah got it,” Applejack said, Rarity nodding next to her.

Twilight took Fluttershy's hand and began running to the tower, while Applejack and Rarity guarded against the incoming shots from the krabs that took form behind them.

When Twilight and Fluttershy reached the tower, they were stopped by three krabs that dropped down in front of them. Twilight pushed Fluttershy behind her and charged up energy into her hands.

“Get out of my way, XANA!” Twilight commanded, “Fluttershy is coming with me!”

The krabs charged up and fired at Twilight, who led Fluttershy out of the way and behind a tree. The krabs walked over to the tree and surrounded it, locking onto Twilight. She charged up energy and threw a single blast at one of the krabs killing it, and then ran out away from the red shots of the other two.

“Rares, go!” Applejack said, “Ah'm almost outta hit points! Ya gotta protect Twilight an' Fluttershy!”

“Dah!” Rarity shouted running to where Twilight and Fluttershy were. As she ran, Applejack took a shot in the side, being devirtualized.

Applejack: 0 HP

In the real world, Applejack's scanner opened up, revealing a really pissed Applejack.

“Damn it!” she shouted slamming the side of her scanner, “Don't lose, Twilight. Please.”

Rarity ran as fast as she could, doing her best to dodge the blasts behind her. She saw Twilight trading shots with two krabs, one of which got in a lucky shot.

Twilight: 60 HP

“Twilight!” Rarity called out, also getting the attention of the two krabs. She ran under one of the krabs slashing its legs to knock it down, and then stabbed it in the head with her sword, killing it. She was unfortunately left wide opened as all three krabs charged up their attacks.

“Rarity, run!” Fluttershy screamed too late, as the shots all hit her, instantly devirtualizing her.

Rarity: 0 HP

“NO!!!” Twilight screamed, Fluttershy covering her eyes in fear.

When Rarity's scanner opened up, she was actually lying down on the floor of it, barely conscious. When she came to and realized she was back in the real world, she slammed her fist on the ground in frustration.

Rarity came upstairs, of course surprised to see the vice-principal in Twilight's seat.

“What is she doing here?” Rarity asked.

“Accordin ta Dash and Pinkie Pie here, she's part of the group now,” Applejack said folding her arms. She clearly didn't like this very much.

“Is Twilight going to be okay?” Luna asked.

“She'll be fine,” Applejack said, “Twilight's one of the strongest ones in Lyoko in terms of attacks. As long as she don't take more damage she'll be okay.”

“Why don't some of you try going back in?” Luna asked, “Surly you can-”

“We can't,” Dash said, “Once we lose on Lyoko, we have to wait a whole twelve hours before we can go back in.”

“This means...” Luna looked afraid of the answer.

“It means Twilight is our last hope now,” Applejack said. She tried to sound confident, but Rarity could tell how tense she really was.

Twilight was alone in Lyoko now…

The three krabs circled Twilight and Fluttershy, stalking them and almost taunting them. If Twilight's theory was correct, XANA could see and hear everything through his monsters, so they might have been taunting her.

“We're so close,” Twilight said through gritted teeth, “The tower's right there too.”

“Twilight,” Fluttershy said looking sad, “I don't think we can make it… XANA planned this too well. He won't let me leave Lyoko. You all should leave me and-”

“No!” Twilight said adamantly.

“Twilight, please-”

“I said no!” Twilight shouted, “I'm not leaving you here! I promised I would save you, so I'm going to save you! You don't belong to XANA! You belong with me!”

“Oh Twilight...” Fluttershy said, her eyes tearing up.

“I said that by the end of the day you would be in the real world. The days almost over, and you're not in the real world yet, so I still have at least five hours,” Twilight said glaring at the krabs. She charged up her magic and fired a blast at the krab in front of her killing it.

As the other two krabs fired at her, Twilight used her magic somewhat differently creating an energy shield right in front of her for her and Fluttershy to hide behind.

“When I tell you to, make a beeline for the tower,” Twilight said to Fluttershy.

“Twilight, just in case I don't make it, there's something you need to know. Twilight… I lov-”

“Whatever it is,” Twilight said not turning to Fluttershy, “It can wait for when you're in the real world. That way we'll have all the time in the world.”

Fluttershy looked really afraid, but she nodded with renewed vigor. Twilight released her shield and fired two quick shots at the krabs making them flinch.

“Fluttershy now!” Twilight shouted. Fluttershy wasted no time dashing to the tower as fast as she could. When she passed the krabs, they turned and started charging up to fire at her, but Twilight ran in the way just in time to take the shots herself.

Twilight: 0 HP

Twilight devirtualized right as Fluttershy fazed into the tower. When she returned to the real world, Twilight wasted no time running to the elevator and going back to the computer room.

“Twilight, are you okay?” Luna asked.

“I'm fine,” Twilight said trading places with Luna, “No, I'm better than fine. With this, we're almost done.”

“Twilight, I think the krabs are firing at the tower!” Pinkie Pie said, “They want to destroy it with Fluttershy inside!”

“I won't let you!” Twilight said typing furiously on the computer, “You lost XANA! Fluttershy is coming to our world, where you'll never touch her again!”

Inside the tower, Fluttershy was lifted up. It felt different than usual though. This time she felt like something was holding her, and she felt her body being scanned. Slowly, her entire body began to break apart as the tower around her shook.

“Initiating Code: Earth!” Twilight shouted, pushing the enter key.

Inside the tower, Fluttershy's entire virtual form vanished from Lyoko just as the tower came apart, deleted.

Back in the real world, everyone was looking at the screen anxiously as Fluttershy's avatar was scanned on the screen and slowly vanished.

Program: CLEAR

Everyone went to the scanner room, where one single scanner was closed. They all waited patiently yet nervously as it did its job. After a few tense seconds, the scanner opened letting out a huge dust cloud.

When the smoke cleared, they saw someone sitting in the scanner leaning against the side as if asleep. It was a girl about their age with familiar long and full pink hair, fair skin, and an attractive build, wearing pink eye shadow, a simple white blouse, green skirt that fell to her knees, pink knee socks and light green boots with a two inch heel.

Applejack slowly took off her hat looking at this in disbelief. Rarity covered her mouth with her hands, looking like she was about to cry. Rainbow Dash's look of shock slowly turned into a relieved smile, while Pinkie Pie was already smiling, clapping her hands and jumping for joy. Luna looked at the girl in disbelief, as if trying to process what she was seeing.

Twilight was speechless, and held a single hand to her mouth trembling. When the girl stirred and opened her eyes, Twilight was unable to hold in her tears.

“Where… am I…?” the girl asked looking around, her voice high and melodious. When she looked at the teenage girls surrounding the scanner she was in, a look of recognition came over her, “Everyone… is this…?”

Twilight couldn't contain herself anymore. She burst into tears and ran over to the girl embracing her tightly.

“Welcome to Earth… Fluttershy.”

Author's Note

They did it! They got Fluttershy to the real world! For those curious as to how fast this happened, I decided to not put in a whole lot of filler, and just focused on pushing the story forward. This will continue for the rest of the series, as I am going to cover all seasons of Code Lyoko minus season 5.

PS: If anyone has played PN:03 for Nintendo Gamecube, the main character's fighting style is my inspiration for Twilight's fighting style in Lyoko.

Oh, and please consider donating to my Patreon and joining in my army for world domination.

Special thanks to Jordyn Zebrowski for donating after the last chapter. You are fantastic, and your OC will appear at some point.

13: You're My Best Friend

Theme Song: A World Without Danger

13: You're My Best Friend

They had passed through two levels of security in Sector 5, which meant according to Twilight they had to get through four more. Currently they were traveling through the connecting highway to the third security level.

“Twilight, we're coming up on the security section,” Rainbow Dash said, Pinkie Pie, Applejack, and Rarity catching up to her. Fluttershy of course was riding with Pinkie Pie on her Tera-Bike.

“According to my readings, this one is an arena, and the monsters I'm seeing are bikers,” Twilight said, “Fluttershy, you and Pinkie Pie need to search for the switch opening the way to level 4 while the others deal with the bikers.”

“Leave it to us,” Pinkie Pie said, “Now that I know how these levels work, I can totally protect her highness.”

The girls rode their Tera-Bikes into the security section, this time not abandoning their vehicles when they entered. They had learned the hard way not to ever fight bikers without their Tera-Bikes.

Back in the real world, Twilight and Luna were at the computer watching the enemies appear. Twilight had asked Luna to come with them this time just in case she needed to go into Lyoko herself. As long as one of them was there she could transfer directly into Sector 5, and she was making the finishing touches on her own personal Tera-Bike, choosing a more royal color scheme of purple and golden.

“How have you been holding up, Twilight?” Luna asked, putting her hands on Twilight's shoulders.

“Pretty well,” Twilight said, “I… haven't told anyone yet about… you know...”

Luna pursed her lips, “Twilight...”

“I know, I know, I will tell them, soon,” Twilight said looking down, “But my fears are so overwhelming. Truth is, sometimes I even have nightmares, especially after that time last week when Pinkie Pie got captured.”

“That was disturbing,” Luna said, “If it wasn't for how dangerous XANA was, I'd insist that you all stop and let the authorities handle it.”

“Sometimes, I wish we could,” Twilight admitted, “But if we do that, they'll turn the computer off, and Fluttershy will die.”

“That's why you need to tell your friends how afraid you are,” Luna said, “They'll help you deal with this, I'm sure.”

Twilight wanted to tell her friends. A few times she almost told Applejack. Every time she got close to telling her though, she clammed up. Applejack was their leader, but Twilight guided them for the most part. Truth was, most of this was still going because Twilight was the one pushing it. If they knew she was so afraid of XANA…

When the girls arrived in the arena, they were greeted by six bikers riding in from the other side. Pinkie Pie and Fluttershy rode to the side where they saw a staircase leading up while Rainbow Dash, Rarity, and Applejack rode in separate directions guiding the bikers around the arena.

Two bikers pulled out their laser guns and fired at Rarity's back, but she rode out of the way and made a sharp turn in front of the bikers. One rode into her bikes energy stream dying, but the other one turned right on time missing the stream and riding next to Rarity.

Rarity saw Rainbow Dash riding up toward her left, and made a sharp turn to the left herself. At the same time, Rainbow Dash rode in front of the biker chasing Rarity causing it to ride into her energy stream.

Dash threw a kunai at the single biker chasing her, but it rode to the side out of the way and fired at Dash's bike. It sparked as it took damage.

“Hey! No fair!” Dash whined, “I don't attack your rides!”

She made a sharp turn left, but the biker followed her and rode right next to her. It tried to fire at her, but she slowed down suddenly to stay out of the way of the attack. The biker looked forward and panicked right before running into a wall. Dash started cracking up seeing that.

“Man, where did you guys get your license?” she laughed riding off to deal with another biker.

Above them, Pinkie Pie and Fluttershy were moving through a dangerous obstacle course. The floor opened and closed and parts of the ceiling dropped down around the two girls as they ran in search of the switch.

“Twilight! I don't see the switch anywhere!” Pinkie Pie said.

“Just keep going,” Twilight said, “You should see it-” she gasped, “Pinkie Pie! Mantas are flying your way!”

“Mantas?!” Pinkie Pie asked.

“Pinkie Pie, look out there!” Fluttershy cried out pointing to the side. Flying up toward them were three large black and white monsters shaped like manta rays. These, much like all the monsters in Sector 5, were super strong, and no one had figured out how to take them out easily. Normally there was at least one person who was super effective against a monster on Lyoko.

So far, no one was strong enough to easily fight the monsters in this sector.

The mantas started firing at Pinkie Pie, who rolled into a ball to defend against the attacks. She then ran back over to Fluttershy and grabbed her hand.

“Let's get moving!” Pinkie Pie cried out. The two of them ran as fast as they could, but kept having more close calls now that they were also dodging laser fire.

Applejack looked up to see the trouble they were in.

“Damn!” she shouted, “They need help!”

“There are less bikers around now,” Twilight said, “One of you should go up to help them!”

“Dash, yer up!” Applejack said, “Go help Pinkie Pie and Fluttershy!”

“On it!” Dash said riding over to the staircase. She jumped off her bike and used her super sprint ability to get to where Pinkie Pie and Fluttershy were.

Once she was up to their level, she ran over to the mantas and jumped on one.

“Dashie!” Pinkie Pie called out.

“Rainbow Dash, be careful!” Fluttershy urged.

Dash pulled out her kunai to throw it into the symbol on the monster's back, but had to use her arm guards to block the attacks from the other two mantas. These monsters had a rate of fire that was almost as fast as tarantulas, but were twice as strong. One shot from them would kill Dash immediately.

The manta that Dash was riding on fired at Fluttershy, but Pinkie Pie pushed her out of the way taking the attack head on.

Pinkie Pie: 0 HP

“Pinkie Pie!” Dash cried out. She let her guard down for one second, but it was enough for both mantas to get clean shots on Dash.

Rainbow Dash: 0 HP

When Fluttershy saw that both Pinkie Pie and Rainbow Dash were devirtualized, she backed up against the wall in fear.

“Twilight, help!” Fluttershy cried, trembling as the mantas flew over to her.

Rarity and Applejack saw that and rode next to each other.

“Fluttershy is alone!” Rarity said.

“Rares, go help her!” Applejack commanded, “Ah'll be fine!”

Rarity nodded and rode up to the stairs. She ran over to Fluttershy and used her sword to deflect the manta's attacks away from Fluttershy.

“Rarity, thank you,” Fluttershy said. Rarity nodded smiling and shot her shock wave from her sword at the manta in the center. It looked like it took a bit of damage, but as she didn't hit the symbol it wasn't an instant KO. Rarity took her hand and guided her further into the obstacle course. As they ran, the scyphozoa came up and began stalking Rarity and Fluttershy.

“Twilight, the scyphozoa is here!” Fluttershy cried.

“Got it,” Twilight said setting up a few programs, “I'm on my way.”

She first set up the program to send her Tera-Bike down to Sector 5. She then set up Code: Earth so they could get Fluttershy out. She didn't need to set up the devirtualization as Fluttershy herself knew how to do that. Finally, she set up the transfer like she always did, so it would start when she stepped into the scanner. Interestingly, Rainbow Dash stood over her watching what she did closely.

“Alright Luna, I need you to take the wheel,” Twilight said to the Vice-Principal.

“Um… okay,” Luna said switching places with Twilight, who walked over to the elevator, “What do I need to do?”

“When I arrive in Lyoko, click the screen that shows the Tera-Bike and push enter,” Twilight explained, “Once I've given you the signal, type the screen for Code: Earth and push enter. That will bring Fluttershy back so she can devirtualize Rarity, Applejack, and myself.”

Luna nodded as Twilight closed the elevator and went into Lyoko. She walked over to her scanner and entered it, causing it to automatically close and begin the transfer procedure. Once she was matched with her dance mage avatar, Twilight was transferred into Lyoko with a white flash.

She took form in Sector 5, landing in the dome leading to security level 3.

“Luna, send my Tera-Bike,” Twilight requested. A second later, her purple and gold Tera-Bike appeared next to her. She got on and rode straight to the security area, her bike leaving a purple energy trail behind it.

When she arrived in the security section, she saw Applejack get overwhelmed by three bikers and shot off her Tera-Bike.

Applejack: 0 HP

As Applejack devirtualized, Twilight wasted no time riding to the staircase and climbing it to get to Fluttershy and Rarity. She was immediately fired upon by the mantas, but she did a series of front flips out of the way.

Once she was in position, she spun around and elegantly held her hands out at her sides firing two large energy beams out of her hands at two of the mantas knocking them out of the sky. Twilight then did a back flip out of the way of the third one and did a full split holding her arms out firing another beam out of her hand killing the final one.

“Twilight, be careful,” Luna said, “Doing that ate away at your health a bit.”

“I know,” Twilight said, “But I had no choice. How's Rarity?”

“It looks like something is being uploaded into her,” Luna said, scaring Twilight.

“No! The scyphozoa got Rarity!” Twilight swore running forward, careful to avoid the opening ground and falling ceiling. When she got to Rarity and Fluttershy, sure enough Fluttershy was lying on the floor helplessly watching as the scyphozoa resumed its upload from the last time.

Installation: 48%

Installation: 56%

Installation: 63%

Twilight held her hand out building up a single energy field, she shot it at Rarity, instantly devirtualizing her.

Rarity: 0 HP

“Luna, initiate Code: Earth!” Twilight cried out as the scyphozoa turned to her and Fluttershy.

“Activating Code: Earth!” Luna said. Immediately Fluttershy began to break apart seeming to devirtualize, but in reality she was just being sent back to the real world. Normally when the scyphozoa lost Rarity it floated away.

This time though, it floated toward Twilight.

“Stay back XANA!” Twilight said firing her energy beams at the scyphozoa, who seemed completely unaffected.

“Fluttershy, hurry!” Twilight said beginning to panic, “XANA is… he's going to...”

Back in the computer room, the elevator opened up, and Fluttershy ran to the computer.

“Move!” Fluttershy commanded. Luna wasted no time getting out of Fluttershy's way as she sat down at the computer and got to work, “Twilight, I'm bringing you back now! Devirtualize Twilight!”

The scyphozoa backed Twilight up against a wall, and was about to grab her, but she was pulled out of Lyoko right before it could get her. When the scanner opened back in the real world, Twilight fell to her knees in the scanner and broke down crying. She didn't know what would have happened to her if the scyphozoa had gotten her, but she did know one thing.

Whatever XANA was doing to Rarity, it was Twilight that he really wanted.

After she calmed down enough, Twilight came up to the computer room, where she played off her emotional state as it being her first time seeing the scyphozoa in person, which it was. That seemed to appease everyone except for Luna, who clearly knew better.

“Well, that mission was a complete failure,” Twilight said taking her seat back near the computer, Fluttershy standing next to her.

“XANA is getting more aggressive,” Rarity said rubbing her arm, “Scyphozoa is even more relentless.”

“You'd think if XANA wanted us to break the security there he'd make it a little easier,” Dash said.

“Maybe he doesn't actually want us ta break the security?” Applejack asked.

“No, Eos was pretty clear that XANA wanted something there,” Twilight said, “and that he needs us to break the security so he can get it.”

“It seems to me that XANA is doing this to torture you,” Luna said leaning against a wall with her arms folded, “Like he gets some creepy satisfaction in seeing you girls in pain.”

“He's definitely sadistic,” Pinkie Pie said, remembering when she got captured, “He could have gone after a better fighter like Applejack or Dashie, but he chose me. Probably because I would be the most afraid.”

Twilight looked away in shame, but only Luna noticed.

“For now, we need to rest,” Fluttershy said, “I say we try this again tomorrow.”

“Agreed,” Applejack said, “Tomorrow's a weekend, so we'll have plenty of time,” she turned to Luna, “Ya comin too?”

“W-well, I guess,” Luna looked away awkwardly, “That is… if you all don't mind...”

“I don't mind,” Pinkie Pie said skipping over to Luna taking her hands, “You're our friend now.”

Luna looked at Pinkie Pie in shock, “F-friend? Me?”

“Uh-huh,” Pinkie Pie nodded, “We only let our friends see our secret base, and you've been really helpful to us. So that makes you our friend now.”

“Friend...” Luna looked down, considering what Pinkie Pie said, “I-I-I should probably go. I actually live kinda far from the school, so…”

Luna finished her statement by lightly pulling her hands from Pinkie Pie and to the elevator going up. Dash, Applejack, Rarity, and Fluttershy walked over to Pinkie Pie.

“Smooth move, Pinkie Pie,” Dash scolded.

“I think you made her uncomfortable,” Rarity said.

“Mmm, nope,” Pinkie Pie said, “That's not it.”

“Pardon?” Applejack asked.

“She actually wants to be friends,” Pinkie Pie said, “I think she's just scared.”

“More like she doesn't want to be friends with a bunch of teenagers,” Dash said, “She made it clear that she was only here as our adult contact.”

“I don't know Dashie,” Pinkie Pie said as they all walked to the elevator, “She seems kind of sad to me.”

“Twilight?” Fluttershy asked turning to the computer, where Twilight stayed sitting in front of, “Aren't you coming?”

“Oh, um… I'll be there in a bit,” Twilight said, “I'll meet you in your room, okay?”

Fluttershy shrugged and walked into the elevator, joining the others. Now alone, Twilight took a few seconds to think about what Pinkie Pie said, which made this the second time she cried that day, this time in shame.

“You're not the most afraid Pinkie Pie...” Twilight sobbed, “I am...”

Luna drove about halfway to her house, stopping her car near the park. Here she sat back in her seat thinking about something else Pinkie Pie said.

“Am I their friend?” Luna asked, “I said that I only was just going to help them, but I do enjoy being near them.”

She hadn't had friends since… well, she couldn't remember the last time she had a friend. The only friend she could remember having was Celestia, and maybe Discord. She didn't even remember how they met him.

But those girls felt different. When she was with them, she felt less like their guardian, and more like she was a part of their team. But did she really want them to see the real her?

When Luna got home, she saw Celestia was still up. Most people didn't know that they still lived together. Not out of necessity on either of their parts. Their incomes would have been perfect for them to get their own places. It was more out of comfort than anything else.

“Sister, what are you doing still up?” Luna asked Celestia, who was sitting at the dining table with her laptop.

“I'm just reading an email from a friend,” Celestia said, apparently now typing a reply to the email, “What about you? You certainly came in late.”

“Ahh, well Twilight and her friends needed some extra help with their project for the workshop,” Luna lied, “I'm probably going to meet them again tomorrow.”

“You've been spending a lot of time with them,” Celestia said.

“Is that bad?” Luna asked raising an eyebrow, “Should I stop?”

“I wasn't saying that,” Celestia said, closing her computer once she apparently finished her response, “I was just taking note. You seem happier these days.”

“Oh…” Luna said walking to the kitchen. Celestia walked over to Luna and embraced her from behind.

“You like them, don't you Lulu?” Celestia asked with a smile.

“They're my students, Tia,” Luna said seriously, “I can't be friends with them.”

“We're friends with Twilight,” Celestia pointed out.

“That's different,” Luna said, “We practically raised Twilight.”

“But we are her friends,” Celestia said, “Even though we're her Principal and Vice-Principal.”

“Twilight's a good kid,” Luna said.

“All of them are good kids,” Celestia said.

“Not Applejack,” Luna pointed out, “She's a delinquent.”

“She just doesn't like authority,” Celestia said, “And you make it so easy on her with how animated you get. Don't you remember what it was like when you were her age?”

Luna chuckled remembering her childhood, before shaking her head, “Either way, I don't know about becoming friends with those kids.”

“Oh Lulu,” Celestia let go of Luna and sauntered out of the kitchen, “You already are friends with them.”

Luna poured a glass of orange juice and thought about what Celestia said. She did like them, a bit, but they were her students. She couldn't show weakness to them, and that was one of the important things about being friends.

Luna was in what appeared to be a dark forest. She was now wearing a royal blue generals uniform and a long black cape, and she had a rapier at her side. She found herself in this place a lot, and it seemed like she knew it well.

“Selene...”

Was that a child? Luna turned around and saw a little girl with long white hair wearing a white dress standing ahead of her.

“Selene… Come home Selene...”

“Home…?” Luna asked, her head feeling a little odd, “Where is… home…?

“Come home Selene… Daddy misses you...”

The little girl turned and skipped deeper into the forest, vanishing. Luna gave chase, but fell back when she saw a blue and red jellyfish in her forest that seemed out of place. The monster's tentacles reached out to grab her, and she felt something invade her mind as the monster wrapped its tentacles around-

Much like always, Luna woke up with a sudden gasp. She had been having strange dreams every night since joining Twilight and her group. These dreams were usually very vivid, either being still images with voices she could clearly see, or being full on dreams she could remember easily.

They all felt like memories to her, but they seemed to always pertain to the super computer, or the factory.

She got up and put on her blue robe, deciding to go downstairs and get something to drink. It was still nighttime, so she needed to be quiet as to not wake up her sister. As she passed Celestia's room though, she heard talking.

“I'm scared, Jon. What if the seal get's broken? I mean, I do believe in them, but this isn't something they can handle. She could kill them if- Yes, you're right. I just can't stand seeing Luna like this.”

“Seeing me… like what?” Luna asked herself.

“You had to throw that one at me, didn't you,” Celestia continued with a sigh, “Yes, I knew the results when I did that, but we lost the source codes. After what Sombra did, there wasn't anything we could do. But seeing my sister sealed hurts me so much,” Celestia started crying, “I hate my self for what I did to Luna.”

Luna backed away from the door standing against the wall, her heart racing.

“What you did to me?” Luna asked, “What are you talking about?”

Twilight arrived back at the factory first, deciding to get some extra work done before anyone else got there. She also wanted some time separate from everyone else. That was the only part she didn't like about having a roommate now. It was harder to get her private time.

And the only place she could do her work privately was right above the thing that wanted her dead.

She stopped working and rubbed her eyes, trying to calm her beating heart. She wanted so badly to talk to her friends about her fears, but if they knew exactly why she was afraid.

“I had a feeling I'd find you here.”

Twilight turned around as the elevator opened to see Rainbow Dash walk in.

“Dash? What are you doing here so early?” Twilight asked.

“Fluttershy sent me to look for you,” Dash said walking over to the computer, “She's worried about you. She said that you seem really tense lately.”

“She did?” Twilight looked down.

“This… wouldn't have anything to do with XANA, would it?” Dash asked, surprising Twilight a bit.

“What do you mean?” Twilight asked.

“Twilight, come on, I'm not stupid. You're afraid, right?”

“N-no!” Twilight denied, “I'm not afraid of XANA!”

“I never said anything about being afraid of XANA,” Dash said with a raised eyebrow. Damn it, she was caught.

Twilight tried to think of a way to fix this, but she couldn't. In the end, she just broke down, crying harder than even yesterday. She knew Dash was going to make fun of her, or say something about her being a wimp, or a coward, or-

Or she would hug her…

“Goddamn it, Twilight,” Dash said softly, “If you were this upset all you had to do was talk to me.”

“You… d-don't think I'm being… a wimp?” Twilight asked through her tears.

“Why would-” Dash looked into Twilight eyes incredulous, “Is that why you didn't tell anyone?” When Twilight nodded, Dash flicked her forehead, “Twilight, we're your friends. We're not going to think you're being a wuss or anything. If anyone tried to criticize you for being afraid, I'd punch them in the face.”

“Rainbow Dash…!” Twilight fell back into Dash's embrace, who this time held her tighter.

“Come on, let's get you out of this room,” Dash said, “We'll tell the others to hold off on coming down.”

“I… still want… to...”

“We'll worry about that later,” Dash said helping Twilight to the elevator, “Right now, you need something that feels good, and that to me means a milkshake, my treat.”

After texting everyone, including Luna, that they might be going to Lyoko later, Dash took Twilight to her favorite place that served milkshakes. Surprisingly, they both like strawberry milkshakes the best.

After they got their milkshakes, Rainbow Dash brought Twilight to a seat further back so they could talk in relative private.

“So, what's got you so upset, besides XANA just being XANA?” Dash asked, “I mean, he's done some pretty nasty stuff to all of us, but with how scared you are, it seems almost as bad as when Fluttershy sees the scyphozoa.”

Twilight took a deep breath before she spoke, “XANA wants to kill me.”

“I'm sure he does,” Dash said, “He sort of hates all of us.”

“No, I mean he himself wants to kill me,” Twilight said, “He… told me.”

“He told you?” Dash asked.

“I've had the most direct contact with XANA,” Twilight said, “In fact, I've technically seen XANA in person twice. The first time was when you guys were trapped in that virtual sphere months ago, and he was impersonating me.”

Dash shuddered, “Yeah, that was creepy. I mean, when you think computer virus, you think something more mechanical, but XANA did a pretty good job. I mean, let me rephrase that, he did a horrible job of impersonating you, but he didn't seem mechanical.”

“He seemed more alive, right?” Twilight asked, Dash nodded, “You guys came at the tail end of everything, but I had actually talked to XANA in depth before you came.”

“So… what is XANA like?” Dash asked.

“He's terrifying,” Twilight said, her memories going back to that day, “Or she's terrifying, I don't know. XANA doesn't really have a gender. I could tell because of the way my clone in the virtual sphere moved. What I do know is that XANA is the purest of evil there could ever be. He's sinister, malicious, almost like a sociopath. He is a sociopath. The scary part is, he's completely sentient. He can think, feel, he has a personality and everything.”

“So, XANA isn't just sentient… he's alive?” Dash asked. When Twilight nodded Dash took a deep breath, “Okay, not gonna lie, that is unnerving.”

“When I looked into his… my eyes, I saw the eyes of a demon. I realized that he could kill me at anytime he wanted, but he didn't want to kill me just yet. He was actually having fun seeing me afraid.

“The second time I saw him what after we materialized Fluttershy, and he brought his monsters into the real world,” Twilight continued.

“You mean when he took control of the krab, right?” Dash asked.

Twilight nodded, remembering being chased and hunted down by the krab.

“That was my first taste of XANA's true hatred for me. He even told me that he wanted to kill me personally, saying that the only one allowed to kill me was him. He was relentless, and he didn't waste any time. If he had the opportunity, he would have taken it,” Twilight's hands began trembling, “Whenever I think about it, I get so terrified I can barely think straight. What's worse is that XANA knows that I can't kill him.”

“Not without killing Fluttershy,” Dash said, “Geez, XANA has you good.”

“And that's another reason I haven't told anyone,” Twilight said, “I know that if Fluttershy knew this, she'd just blame herself.”

Dash wanted to deny it, but in the end she just rolled her eyes nodding, “Yeah, that sounds just like Her Highness. Next thing you know, she's running to the super computer to turn the damn thing off herself.”

“Exactly,” Twilight said, “She feels like everything is her fault, when in reality, it's mine.”

“What are you talking about?” Dash asked.

“Dash, everything XANA is doing is so he can get to me!” Twilight cried, “What he did to Pinkie Pie last week, it was me he wanted to get! The scyphozoa, he doesn't want Rarity! Whatever he's doing he's settling for Rarity, but the actual one he wants is me! I'm the one putting all of you in danger! I'm the one who initially turned the computer on in the first place! If it wasn't for that, we wouldn't even have to deal with XANA in the first place!”

“Twilight, calm down!” Dash said taking Twilight's hands, “Yeah, you did turn the computer on, but you also saved Fluttershy. She's one of our closest friends now, and your girlfriend. If you think about it, had you not turned the computer on, none of us would be friends right now. And me personally, despite XANA, fighting on Lyoko is kind of fun, you know? Don't even pretend you don't have fun. I've seen the way you fight on Lyoko. There's no reason for you to move your hips like that when you fight.”

Twilight actually blushed smiling, “W-well, I'll admit, when I saw what my powers were on Lyoko, and how they were like the main character of this one video game I played, I sort of had the idea of impersonating them, so...”

“See? Even you like being a Lyoko Warrior,” Dash said, “Look at the positive as opposed to the negative, cause there's a lot more positive than negative.”

“You're right, there is,” Twilight said, “Listen, think for now, we could keep this a secret? The only other one who knows right now is Vice-Principal Luna.”

“Eh, sure. I'll keep it a secret,” Dash said like it was the easiest thing ever, “I still think you need to tell everyone else, but at least you told me.”

“Thanks Dash,” Twilight said smiling, “I see why Pinkie Pie loves you so much. You're pretty awesome.”

“Uh, yeah, I know that,” Dash said drinking her milkshake, “The whole world knows I'm awesome. You're just late to the party.”

Twilight laughed when she said that, which made Rainbow Dash smile. Yeah, she was arrogant, but the one thing Dash lived for was making others smile. She wasn't as good at it as Pinkie Pie, who just did it naturally, but Dash had her moments.

Luna didn't know why she felt disappointed when she got Twilight's text. She was a little surprised when she received a group text clearly planned for everyone. Seemed they actually did consider Luna to be a part of their group now.

Still, this meant that she needed to come up with something else to do to kill time. She didn't want to stay home, as she would be too nervous to sit still. But she didn't want to go to the school either as she'd run into Celestia.

She always trusted her big sister. She loved Celestia more than anything, and always idolized her. But based on what Luna heard last night, Celestia had done something to her. Did she know about the weird dreams?

“What's going on with me?” Luna asked as she walked down the street, “Celestia… what did you do to me?”

She stopped and looked up when she realized where she was. The Everfree Mansion, a place filled with as much mystery as the factory. The family that lived there vanished ten years ago when there was an accident. Any traces of their existence was seemingly destroyed.

Luna looked at the side of the house and got a shock. She saw the little girl from her dream standing near the house looking right at her. She smiled enigmatically at Luna and then skipped into the house.

“H-hey!” Luna called out. She ran to the gate looking for a way inside. Eventually she gave up there and decided to look for another way. She didn't know it, but Applejack was skating nearby and saw her. Applejack raised an eyebrow and skated after her.

The inside of the Everfree Mansion was sort of haunting. No one had lived there in years, and it showed. Dust was everywhere, the walls looked cracked, like the whole place was falling apart.

“Shoot,” Luna said looking around and waving her hand to move the dust, “If I had known it would be this bad. I really hope I remembered to bring-”

“Yo.”

Luna screamed loudly and hid behind a shelf. She heard familiar laughter behind her, and she stepped out with a frown.

“Applejack… I should have known,” Luna groaned.

“Ah ain't never heard anyone scream like that! Maybe we should call you Yer Highness instead of Fluttershy!”

“It's not… funny!” Luna said, feeling her chest tighten up. She reached into her purse frantically, relieved when she found the object she was looking for. Applejack was wide eyed when she saw Luna pull out and use a small red and white inhaler.

Luna breathed out in relief and put the inhaler back in her purse.

“You… got asthma?” Applejack asked slowly.

Luna turned to Applejack with a serious expression, “Yes actually, I do. Thanks to a combination of all the dust in here and your stupid prank, I had an attack. It's lucky that I had my inhaler with me.”

Luna turned around with a huff and walked deeper into the mansion. Applejack sighed, groaned, and skated after the Vice-Principal.

“Hold on! Look, Ah'm sorry, alright? Ah didn't know, an' Ah wasn't thinkin,” Applejack said.

“No, you weren't thinking,” Luna scolded, “If I didn't have my inhaler I would have needed to go to the emergency room.”

“Ah said Ah was sorry,” Applejack said irritated.

“Hmph!” Luna turned her nose to the air and walked faster away from Applejack.

“Ya know, you make it real hard ta be yer friend,” Applejack said.

“If I recall, I mentioned in the beginning of the school year that I was not your friend,” Luna said.

“Yeah, ya did, before Twilight told ya about the super computer an' had ya scanned, makin ya one of us.”

“So just because I'm a part of the Justice League now I'm supposed ta be friends with everyone?” Luna asked stopping and turning to Applejack.

“Might help, Batman,” Applejack said, apparently comparing Luna to one of the members, and the least social one at that.

“Well sorry to disappoint you, Superman, but I'm. Not. Interested.”

“Well, fine then,” Applejack said folding her arms.

“Fine,” Luna said folding her arms.

“Fine!” Applejack said.

“FINE!” Luna shouted.

They stood there silently for a few seconds, until Luna decided to continue her investigation. Applejack sighed and skated after the older woman.

“Why are ya even here, anyway?” Applejack asked.

“None of your business why,” Luna answered, “And take your skates off.”

Applejack looked around and held her arms out, “This place is abandoned. Ah really doubt anyone's gonna be offended. Well, except certain blue haired cunts.”

Luna walked over to Applejack and got right in her face, “Do we have a problem, young lady?”

“Ah don't know, do we?” Applejack said getting in her face in response, “You've had an issue with me since day one. Ah'm jus' returnin the favor, tit fer tat.”

“Seems you forgot that I'm still the Vice-Principal of Canterlot High!” Luna exclaimed.

“So what?! We ain't in school at the moment, so Ah figure Ah don't have ta censor myself! Ya see, Ah think Ah know what yer problem with me is.”

Luna laughed, “Oh really? Then pray tell, what is my problem with you?”

“Yer used ta havin everyone in the school scared stiff of ya,” Applejack said with a smirk, “Ah heard the stories of Luna, known throughout the school as Nightmare Moon, because of how terrifyin she is. Ya love that feelin, don't ya? Every student afraid ta even breathe wrong in your presence. Then here comes some kid from down south, who ain't scared of ya. She don't quake in her boots when ya walk by, an' always got somethin real smart ta say to ya. That's yer problem with me.”

“You think that's my problem?” Luna asked, “You don't know anything!”

Luna stormed off, surprising Applejack a bit, “Then what is yer problem with me? It can't jus' be because Ah stole Twilight. Ya ended up basically getting her back.”

“You wouldn't understand,” Luna said, sort of wishing Applejack would go away now. Sadly she knew that Applejack wasn't going anywhere. As she walked, she saw the girl in the white dress run past her, “Hey! Come back!” Luna called out running after her. Applejack skated after her, both of them stopping when they reached a staircase.

They heard the girl giggle at the top of the stairs. Luna and Applejack looked up and saw her run down the hall. Luna ran up the stairs, Applejack right behind her. The girl led them to what appeared to be a girl's bedroom.

“Huh,” Applejack said looking around, “This is really a nice room.”

“Where did she go?” Luna asked.

“That girl ya were chasin? Who knows?” Applejack said sitting on the bed, “Maybe she's hidin. Probably thinks yer a monster or somethin.”

Luna gave Applejack a sharp look and began looking around the room. There were a few books left behind, most of them were fairy tales about princesses. Luna picked out one book at random and saw the cover, which showed a princess with a long green and white gown, almost like Fluttershy's form on Lyoko.

“This sort of looks like Fluttershy,” Luna said. Applejack skated over to Luna and took the book looking at it.

“Sure does,” Applejack said, “Actually, that's pretty hauntin. This one's called The Forgotten Princess.”

“I've know that book,” Luna said, “Celestia used to read it to me all the time when I was little. Its about a princess who's entire kingdom fell under a curse. When she woke up, everyone in her kingdom was gone, and she had no memory of who she was.”

“Sounds real scary,” Applejack asked, “Ya read those sort of books ta get ta sleep?”

“I had really weird tastes when I was a kid,” Luna said looking around the room some more.

“Oh, what else do ya like that was weird? Any weird fetishes?” Applejack asked. Luna secretly blushed.

“I'd… rather not talk about it…” Luna said. Applejack rolled her eyes, now looking around the room herself. She stopped when she saw a picture, and was surprised by what she saw.

“Now this looks real familiar,” Applejack said, catching Luna's attention. When she saw the picture, she almost had a heart attack.

In the picture was a man with long black hair, wearing a red sweater and gray pants sitting in a chair. Standing over him was a woman with really long white hair wearing a white dress and matching high heels. What caught their attention was the teenage girl sitting in the man's lap smiling brightly.

It was Fluttershy.

“What the hell?” Luna asked, “I thought Fluttershy was a computer program created on Lyoko.”

“She is,” Applejack said, “At least, Ah thought she was. Who's this?” Applejack turned the picture around and saw the names, “Mi Amore, Fluttershy, an' Sombra? The date on this is ten years ago. How is that-” she was cut off when she heard Luna groan in pain. She looked and saw Luna holding her head, “Luna? What's the matter?”

“That name...” Luna said, “S-Sombra… Do I… know him…?”

“How would Ah-”

“AHH!!!” Luna screamed, surprising the hell out of Applejack, “My head…! Something is…”

“Luna, yer scarin me,” Applejack said.

“No… NO!!!!” Luna screamed loudly. She fell to her knees crying, and Applejack put an arm on her shoulder looking really worried.

“Hey, hey, what's up with ya?” Applejack asked.

“I… I've been here before…” Luna sobbed.

“Wait, when?” Applejack asked.

“I don't know!” Luna cried, “I have a feeling though. This place, and that name… they all feel familiar to me.”

“Well, that's not odd at all,” a man's voice said from behind them. Applejack turned around and saw a man with shoulder length gray hair, a bushy beard, white shirt, blue pants, a white lab coat, and white glasses with a pure white lens covering his eyes, “There was a time when this place was very important to you, Selene.”

“That name...” Luna said standing up and walking over to the man, “I've heard that name before in my dreams… Why… why do you and the little girl call me that?”

“Daddy!” the little girl said running up to the old man from the hall and embracing him, “Did I do a good job, Daddy?”

“Yes, child, you did,” the man said, “I'm very proud of you.”

“Luna asked ya a question,” Applejack said stepping forward, “Why do ya keep callin Luna Selene?”

“Oh, my apologies Applejack, I didn't mean to ignore you,” the man said, “You see, Selene is the name I know this woman by. I've been trying to reach her for a while now, so I can bring her home.”

“Home?” Luna asked, “Bring me… home?” she seemed to be in a trance of some sort and started walking over to the man, but Applejack grabbed her arm.

“Hang on one minute,” Applejack said, “What's all this about? An' how did ya know my name?”

“Oh, its quite simple, Applejack,” the man said, “You and I are very close. In fact, you see me every day.”

“What are ya-” Applejack stopped when she saw a red XANA symbol appear over the man's glasses, “XANA!”

The man held a hand out and fired electricity right at Applejack knocking her out. Luna snapped out of her trance and looked at Applejack in shock, and then turned to the man.

“Are you...” Luna asked stepping away.

“Now, its time we got to work on fixing what Eos did to you,” the man said charging up electricity in his hands. He fired it at Luna, who screamed loudly in pain before her entire world went dark.

Pinkie Pie had wanted to borrow a game form Twilight, but as she wasn't back yet, she texted Twilight to ask if she could just get it. Thankfully Twilight was reasonable, and the door was still open. Pinkie Pie wasted no time skipping to Twilight and Applejack's room, but stopped when she heard the laptop's alarm going off.

TOWER ACTIVATED

LOCATION: MOUNTAIN SECTOR

27 LAT, 21 LONG

Pinkie Pie immediately pulled out her cellphone and called Twilight.

“Twilight! The super scan is going off!” Pinkie Pie said, “XANA activated a tower!”

When Applejack came to, she found herself in a dark room like a basement. She tried moving, but found her hands shackled to a pipe behind her, and her ankles shackled together. She looked around and saw that man strapping a panicked Luna to a chair hooked to a small yet advanced computer.

“Who are you?” Luna asked the man when he finished strapping her, “Are you… XANA?”

“Yes Selene, I am XANA,” the elderly man, now revealed to be XANA said, “This man is a scientist that I turned into a specter for my personal use,” he heard Applejack struggle with the cuffs and lightly turned to her, “There's no point in struggling Applejack. I've already taken extra precautions to ensure you wouldn't escape.”

Applejack chuckled, “Well, shows how much ya know,” she taunted, “Twilight an' the others will-”

“Find that both you and Selene's signals are completely untraceable,” XANA said as the little girl came up showing Luna and Applejack's cellphones, “I've temporarily hacked into them and shut down their service. As long as they're in this building, they won't give off a signal.”

Applejack looked down in frustration.

“What are you going to do to us?” Luna asked.

“Oh, I'm going to kill Applejack,” XANA said, “However, like I said before, I want to bring you home, Selene.”

“You keep calling me that!” Luna pulled at the straps on her wrists, “My name isn't Selene! It's Luna!”

“Yes, your earthbound name is in fact Luna,” XANA said going to his computer, “However, the name that I always knew you by was Selene, your codename.”

“Codename?” Luna asked, “Why would I have a codename, and what do you mean by home?”

“I'm referring to Lyoko,” XANA said, “You are very important to me, Selene, and I miss you.”

“Lyoko…?” Luna said, a look of panic coming over her as she shook her head violently, “No! No!!! NO!!!! Don't take me there!!!”

“So this is what that seal did to you,” XANA said thoughtfully, “Sweetheart, help me find that particular book. We need to break the seal if we're going to bring Selene home with us.”

“Yes Daddy,” the little girl said. She and XANA skipped out of the room, leaving Luna and Applejack alone. Applejack looked at Luna in shock. She had never seen her like this. Luna was stern, unyielding, much like a soldier in a sense. This Luna though was nothing like that. She was crying, and she looked terrified.

“Luna...” Applejack said, taking in the sight she was seeing. For the first time ever, Applejack felt genuinely sorry for her.

Twilight, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy were all gathered in the super computer room. Applejack hadn't answered her phone, so Twilight was searching for both her and Luna. Neither of their phones were giving a signal.

“This isn't good,” Twilight said, “The tower isn't showing any activity either.”

“From our past experiences, that means XANA is using a specter,” Fluttershy said, “He probably has Applejack and Luna held somewhere.”

“Where?!” Rarity asked urgently, “Where is Applejack?! Find her!”

“I'm trying,” Twilight said, “But without her phone, the super computer can't track her down.”

“Either way, we need to deactivate that tower,” Dash said, “I say one of us stays out here and searches for Applejack and Luna while the others go into Lyoko with Fluttershy to deactivate the tower.”

“Agreed,” Twilight said.

“I'll search for Applejack,” Rarity said, surprising everyone.

“Rarity, are you sure?” Pinkie Pie asked, “Maybe Dash should search.”

“Nyet,” Rarity said shaking her head, “If Applejack is in danger then I need to go. She saved my life, but I haven't returned favor yet. Besides, if I go into Lyoko, scyphozoa may show up, and we can't afford to waste time.”

“Rarity is right,” Twilight said setting up the transfer, “Try searching the downtown and residential area. Applejack said something about skating today, and she stays around those areas.”

“Dah,” Rarity said running to the ladder and climbing up. Rainbow Dash, Pinkie Pie, and Fluttershy went into the elevator to the scanner room.

“Transfer Rainbow Dash!” Twilight said as Dash stepped into her scanner.

“Transfer Pinkie Pie!” Twilight said as she stepped into her scanner.

“Transfer Fluttershy!” Twilight said as Fluttershys lowly entered her scanner.

“Scanner Rainbow Dash,” Twilight said as her ninja avatar rendered on screen.

“Scanner Pinkie Pie,” Twilight said, now rendering Pinkie Pie's neko avatar.

“Scanner Fluttershy,” Twilight said, rendering Fluttershy's true princess form.

Once they were all matched to their virtual forms, Twilight pushed the enter key, “Virtualization!”

In the Mountain Sector, Rainbow Dash, Pinkie Pie, and Fluttershy were all rendered into the sector and dropped onto the ground a few kilometers away from the tower. The three girls wasted no time running ahead, but stopped as a red stream shot out in front of them. They looked to the side and saw a megatank rolling up to them, flanked by two krabs. Right in front of the tower were two tarantulas.

“Take cover, Your Highness,” Dash ordered, “We'll handle this. Pinkie Pie, can I count on you to handle those tarantulas?”

“You kidding?” Pinkie Pie got on all fours and stretched, “Those are my favorite monsters to fight, nya!”

Pinkie Pie rolled into a ball and charged toward the tarantulas while Rainbow Dash threw a kunai at the megatank to get its attention. As she ran away guiding the megatank and krab away, Fluttershy ran toward a large boulder, but stopped as three hornets fired at the ground right in front of her.

“Oh no!” Fluttershy cried, “Twilight, what should I do?”

“You need to find cover! Once Dash and Pinkie Pie are done with their fights, I'll send them to search for you!” Twilight said. Fluttershy nodded and ran away from the tower to find someplace to take cover.

Dash jumped above one of the krabs throwing a kunai at its symbol killing it, but took a shot in the back from the other krab when she landed.

Rainbow Dash: 70 HP

“Pinkie Pie, hurry with those guys and go after Fluttershy!” Dash ordered.

“Okay!” Pinkie Pie said. She used her Homing Attack on one of the tarantulas knocking it back and killing it, but had to do a series of back flips out of the way as its partner started firing at her.

Fluttershy was trying hard not to go too far from the tower, but she was running out of room to run. One hornet flew in front of her and shot her in the stomach knocking her back.

Fluttershy: 60 HP

“Fluttershy, be careful!” Twilight urged, “You can't take too many hits!”

“I know,” Fluttershy said forcing herself to get up as fast as she could. She ran to another boulder and jumped behind it. The hornets started firing at the boulder, while one flew around the boulder to find Fluttershy. Singing was heard for a few seconds, and the hornet looked around not seeing Fluttershy, just seeing what looked like a smaller boulder right next to the large one.

Deep inside that “rock” was Fluttershy, who put up a rock shield around herself to hide.

“This won't fool them forever,” Fluttershy said leaning against the boulder and praying, “Twilight, please tell the others to hurry.”

Rarity searched all of the downtown area and saw no sign of them, and had hit the end of the residential area. She tapped her foot impatiently and folded her arms looking around.

“Applejack...” Rarity said nervously. She turned around and saw the Everfree Mansion behind her, the door opened. Had someone gone in? This place was abandoned though, and most people knew to stay away from it.

Rarity had to take a chance. She saw a way through the gate and took it, going inside. Once she was in the mansion, she heard a shrill scream, like someone was being tortured. Rarity followed the scream to the basement, where she saw a sight that horrified her.

Applejack's wrists were chained to a pipe behind her, and her ankles were chained together. In the center of the room was Luna, strapped to a chair that was connected to a computer being controlled by an elderly man in a lab coat with a little girl next to him. The chair that Luna was in had electricity flowing through it, and it looked like the machine was doing something painful to her.

“Stop!” Luna urged, “Please make it stop!”

“It'll be over soon, Selene,” the elderly man said, “You'll be able to come back home very soon.”

Rarity slowly walked over to Applejack and touched her shoulder to get her attention. Applejack flinched a bit, but smiled when she saw who it was.

“Rares!” Applejack whispered. Rarity smiled and pulled two hairpins from her hair.

“Do you know how to pick lock?” Rarity asked.

“Do Ah?” Applejack asked with a smirk, “Ah'll handle my wrists if you can get my ankles.”

“Dah,” Rarity said. She kissed Applejack on the lips briefly before getting to work on her ankles while Applejack carefully handled her wrists.

“So nice of you to join us as well, Rarity,” the man said right as Applejack's ankles were freed. He shot an electric blast at Rarity knocking her into a shelf.

“RARITY!!!” Applejack screamed, careful to not lose the hairpin Rarity gave her.

“I was hoping the scyphozoa would finish uploading the virus into you while I retrieved Selene,” the man said looking at Rarity, “But I suppose I can deal with this too.”

“You are… XANA, aren't you?” Rarity asked forcing herself to her knees.

“That's correct,” XANA said, “I must say, you are a true soldier, just like Selene here. I would love to add you to my ranks.”

“I'll never join you, XANA!” Rarity said through gritted teeth, “You are monster, and I'll never do anything to help you!”

“Oh, but Rarity, you already have helped me,” XANA said, “Why, its thanks to you that I'm even still alive. Or did you forget that it was you who saved my life by turning the computer back on?”

“That wasn't for you, XANA!” Rarity said getting to her feet awkwardly, “I did that for Fluttershy!”

“Maybe so, but it doesn't change the fact that you betrayed your friends by saving your enemy,” XANA explained, “Face it, Rarity, you don't belong here with them. It's only a matter of time before everyone realizes that you are a traitor and begin to shun you.”

“Nyet!” Rarity shook her head, “Friends will not shun me! I did not betray friends! I saved Fluttershy!”

The little girl looked behind XANA and panicked, “Daddy, behind you!”

XANA looked behind him a little too late. Applejack was right behind him holding the chains and whacked him in the face with them, knocking him down. The little girl was about to charge at Applejack, but Rarity jumped on top of her and held her down.

“AJ, get Luna out of here!” Rarity urged. Applejack ran over to Luna and undid her bindings. She then carried her out of the basement. XANA saw that and shot lightning at Rarity, knocking her back from the little girl.

“Go child!” XANA urged, “Leave Rarity to me!”

The little girl ran out of the basement at high speed, and XANA walked over to Rarity. He picked her up and electrocuted her.

“You don't have a choice but to join me, Rarity,” XANA said, “Once my virus finishes taking effect, you will betray your friends.”

“N-never!” Rarity exclaimed, “I won't betray friends!”

“You humans amuse me,” XANA said, “You believe that human will can overpower technology, but you will learn soon enough. I am absolute, Rarity. You cannot overcome my will.”

XANA threw Rarity onto the ground. As she tried to get up, he kicked her in the stomach knocking her to her back, and then sat over her charging up one hand and holding Rarity's neck with the other. When he tried to thrust the hand into Rarity, she grabbed XANA's arm stopping him.

“I admire your drive, Rarity,” XANA said, “But you cannot delay the inevitable. You, Selene, Fluttershy, and Twilight will all be mine.”

“NYET!!!!!” Rarity screamed, still unable to push XANA off of her.

“Hey, Luna!” Applejack called, shaking Luna till she woke up. When she did, Applejack saw the weakness in her eyes.

“Apple...jack...” Luna said slowly.

“Yer gonna be alright, ya hear?” Applejack said smiling at Luna, who looked a little confused.

“Did you… save me?” Luna asked.

“Well, Rares helped,” Applejack said, “Ah'm worried 'bout her somethin fierce.”

“You can go...” Luna said closing her eyes and turning her head away, “Leave me here...”

“No can do,” Applejack said, surprising Luna.

“But… why? Rarity is in danger, isn't she?”

“Probably, but she can take care of herself,” Applejack said with visible reluctance, “You need someone protectin you, don't ya?” Applejack noticed Luna breathing heavily and pulled out her inhaler, “Ah managed ta grab this before we left the basement. Figured ya'd need it.”

Luna looked at Applejack intently, taking in her smile. It was almost like the smile Celestia gave her when they were kids. The kind that said “it's going to be okay”.

Luna nodded and took the inhaler, using it immediately, “T-thank you.”

“No problem Luna,” Applejack said.

“Call me… Lulu...” Luna said looking away blushing, “That's what my… friends… call me.”

Applejack looked surprised, but she smiled and lightly hit Luna's arm, “In that case, ya can call me AJ if ya want, Lulu.”

Luna and Applejack looked at each other and smiled. They probably would still be somewhat antagonist with each other, but the feeling was there. Luna couldn't deny it. She had a friend now. Ironically it was the one person she initially wanted nothing to do with.

“There you are!” they heard from down the hall. They turned and saw the little girl glaring at them, her pupils now looking like XANA symbols, “Daddy said you're not allowed to leave!”

“Well sorry ta disappoint!” Applejack said getting up, “But Ah'm gettin Lulu outta here!”

“No! No! No!” the little girl said stomping her feet, “I'm not going to disappoint Daddy!”

Applejack skated over to the girl as she charged toward Applejack. Luna watched as the two of them fought violently, silently wishing that she were stronger.

Back in Lyoko, Pinkie Pie managed to kill the last tarantula.

“Dashie, I'm going to track down Fluttershy!” Pinkie Pie said running off.

“I'll be fine here! Be careful!” Rainbow Dash said charging to her remaining enemy, the megatank. She ran in a triangle formation around the megatank, creating two clones of herself at each corner. The megatank fired at one Dash, killing her instantly, but the real Rainbow Dash jumped on it and looked right at the eye.

She threw her kunai at the eye and elegantly flipped off, pushing the megatank into a nearby boulder. It exploded on contact.

Pinkie Pie tracked down Fluttershy's hiding place and jumped up, “Homing Attack!” she shouted homing in on one of the hornets killing it. She then homed in on another one. Rainbow Dash an up to them at high speed and threw her kunai at the last one killing it.

“Hey, its safe to come out Your Highness,” Dash said.

The wall that Fluttershy created digitally vanished, and Fluttershy emerged running up to Rainbow Dash and Pinkie Pie.

“Now, let's go back to that tower,” Pinkie Pie said.

“Girls! Trouble!” Twilight said, “More monsters are heading your way!”

The warning came too late though, as Pinkie Pie was shot in the back and devirtualized.

Pinkie Pie: 0 HP

Pinkie Pie's scanner opened, revealing a horribly bummed out Pinkie Pie.

“Aw damn it,” Pinkie Pie said, “I never got to test out that new technique.”

“Run!” Dash said taking Fluttershy's hand and leading her to the tower as two tarantulas ran after them. The monsters got on their hind legs as they walked and fired at Rainbow Dash and Fluttershy, two shots hitting both of them.

Rainbow Dash: 20 HP

Fluttershy: 10 HP

“FLUTTERSHY!!!!” Twilight screamed. This was the lowest her life has ever been.

“Fluttershy, you need to get to that tower,” Dash said forcing herself up, “Make a break for it. I'll cover you.”

Fluttershy nodded and got to her feet. She ran to the tower as fast as she could while Dash blocked the incoming attacks with her arm guards and kunai. One shot got through her defense knocking her back.

Rainbow Dash: 0 HP

She devirtualized right as Fluttershy made it to the tower, fazing right into it.

Fluttershy ran to the center of the tower, and allowed herself to be lifted up to the higher platform.

Applejack was knocked into a wall by the little girl's electric attack.

“AJ!” Luna cried out. When the little girl turned to Luna, she backed away from her in fear.

“Come home, Selene. Daddy will take care of you,” the little girl said.

Luna forced herself to her feet and ran away, but fell back when the girl appeared right in front of her.

“Stay away from me!” Luna begged.

“Let's go home now, Selene,” the girl said with a sweet smile, one that to Luna was truly malicious.

Fluttershy landed elegantly on the platform and calmly walked over to the holographic control panel.

Rarity was backed up against a wall by XANA, who held her up with one hand and charged up electricity in the other.

“You'll never win, XANA!” Rarity said. XANA chuckled.

“If that's what you think, then you underestimate me, Rarity,” XANA said, “I've already won.”

Fluttershy began typing on the control panel hacking her way into the tower's security. She was finished in only a few seconds, pulling up the touch screen.

“Already… won?” Rarity asked.

“You see Rarity,” XANA said lowing his specter's glasses a bit, allowing Rarity to see the confident look in his eyes, “I never needed that tower for very long. In fact, deactivating that tower would do me a favor. I do all the work, and you girls do the clean up for me.”

“What did you do to Luna?!” Rarity asked. XANA shoved her against the wall hard.

“All I did was set her free,” XANA said, now giving Rarity the most unnerving grin she had ever seen.

Fluttershy placed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

The little girl vanished right before she grabbed Luna. Needless to say, Luna was greatly relieved. She heard a groan behind her, and saw Applejack forcing herself to her knees.

“AJ!” Luna ran over to Applejack and hugged her, “You're alive. I was worried about you.”

“Aw, Ah'm fine,” Applejack said returning the hug, “Ah'm jus' glad yer okay, Lulu.”

XANA let go of Rarity and stepped away.

“This was nice, Rarity,” XANA said, “We need to do this more often.”

“XANA, wait!” Rarity called out too late. The man XANA had possessed fell down limp as black mist came out of him. For the first time ever, Rarity had a feeling that deactivating this tower wasn't necessarily a good thing.

“Tower deactivated,” Fluttershy said in relief, looking down into the abyss. Twilight immediately activated Code: Earth to pull her out, and contacted the others. She needed to know what happened.

“He kept calling me, Selene,” Luna said to the group when she arrived at the computer room.

Twilight looked down thoughtfully, “First Eos, and now Selene.”

“What does that name mean?” Luna asked, “Who is Selene? Does this name mean something to you?”

Twilight looked at everyone and sighed before speaking, “Eos, Selene, Chaos, Proteus, and Thanatos, those are the names of the Architects of Lyoko. I'm in contact with Eos on an everyday basis, but according to XANA, you're actually one of the Architects too.”

“So, this means I created Lyoko?” Luna asked.

“At least one fifth of it,” Fluttershy added, “We don't know who Eos is, and we haven't even met the other Architects at all.”

“But she don't remember bein an Architect,” Applejack asked, “Ah wonder why.”

“And what the hell was XANA trying to do anyway?” Dash asked.

“Whatever he did, he succeeded,” Rarity said a bit away from everyone. They all turned to her in shock.

“What?!” Twilight asked.

“I tried to stop him, but XANA told me that he finished what he wanted to do to Luna. Twilight, I'm sorry. Lately all I do is mess up.”

Twilight took a deep breath, “No, this isn't your fault. XANA played his cards too well again.”

“How do you feel, Luna?” Pinkie Pie asked.

“Lulu,” Luna corrected, “I'd like it… if from now on… all of you called me that...”

“Does this mean we're all besties now?” Pinkie Pie asked. When Luna nodded, Pinkie Pie jumped for joy, “YAY!!! Now you and I can play video games together!”

“Are you sure?” Twilight asked Luna, who turned to Twilight.

“Y-yes! I am!” Luna started smiling, “I want… to be your friend from now on!”

Everyone looked at each other, considering what Luna said. She was actually a little nervous, until…

“Alright then,” Dash said with a shrug, “Lulu it is.”

“I think nickname is adorable,” Rarity said with a giggle, “Lulu suits you, in odd way.”

“I would love to be your friend, Lulu,” Fluttershy said bowing.

“Welcome to the team, Lulu,” Twilight said with a smile, “Officially.”

Applejack, who had already had a nice moment with Luna, just nodded. Luna couldn't remember the last time she was this happy. Now she fully understood what Twilight loved so much about her friends. Being here with Twilight and her friends, Luna felt absolutely safe.

Dear Eos,

I'm a little concerned. XANA did something really weird today. He captured my Vice-Principal, and began doing something to her on a computer. According to Applejack and Rarity, he was trying to break some sort of seal.

The thing that I thought was odd though, was that XANA kept calling her “Selene”. I know that Selene is the codename for the second Architect of Lyoko, but why did he think that my Vice-Principal was Selene?

Did he make a mistake? No, I don't think so. XANA doesn't make mistakes like that. He knew what he was doing.

What was that seal he talked about? Do you know? And if my Vice-Principal is Selene, why doesn't she remember?

I really hope I'm being paranoid this time.

Sincerely,
Twilight Sparkle

Celestia was trembling as she read Twilight's latest email. Normally these were the highlight of her night, but this time she was terrified.

“Tia?” Luna asked knocking on the door to her bedroom, scaring Celestia. She didn't know what to expect when Luna came home. Was she still herself? Or was she now…

“Tia? Are you still up?” Luna asked.

“Yes Lulu, I'm up,” Celestia said putting her laptop aside. Luna walked into the room looking somewhat awkward and afraid.

“Um… I decided that… Twilight and her friends… are my friends now too,” Luna said slowly.

“Does that mean Applejack too?” Celestia asked teasingly. Luna sighed.

“Yes, including Applejack. She's still a delinquent, and I'm sure she's still going to antagonize me,” Luna said.

“I'm happy that you're making friends,” Celestia said, “Come here, little sister.”

Luna walked over to Celestia and sat down on the bed next to her. Celestia then pulled Luna into her loving embrace.

“I love you, Lulu,” Celestia said softly.

“I love you too, Tia,” Luna said just as softly.

They may not have noticed, but that night, both sisters were in tears, for both different yet related reasons.

Ending Theme: Can't Fight The Moonlight

Author's Note

Heavy chapter. Man, whenever XANA gets directly involved things get bad. He's my favorite character in this story currently. At this point, we're pretty much done with filler. Oh don't worry, we still have a long way to go in this story, but there won't be much filler episode (not that there was much filler to begin with)

If you want to support this writer's campaign for world domination, then click here to my Patreon and donate. I'll not only put an OC of yours into a chapter of Code Lyoko EG, but you'll help finish production of the Death Star.

29: In The Spotlight

Author's Note

There's a song at the end of this chapter, but as I don't want to risk putting lyrics to a copyrighted song in my story (that's against the rules I found out) I'm going to put a very obvious prompt when the song comes up. It's very important.

Please check out my patreon if you liked this and wish to fund my campaign for world domination.

29: In The Spotlight

Theme Song: A World Without Danger

29: In The Spotlight

It had been about two weeks since Adagio had joined the team, and while Twilight had her reservations at first, adding her turned out to actually be the best thing they could have done. She really worked well with everyone, as her powers turned out to be more about support than directly attacking.

Currently, Rainbow Dash, Pinkie Pie, Rarity, Applejack, Sunset, and Fluttershy were in Lyoko's Desert Sector while Adagio tried to make her way to the factory. XANA turned one of the teachers into a specter and had them attack the school. The Architects stayed behind while Adagio ran to the factory.

Right when Twilight was about to call her, Adagio's number appeared on the computer.

“Twilight, I'm in the elevator,” Adagio said, breathing heavily showing that she was running.

“Excellent,” Twilight said, “I'm starting up the transfer process. Head right to the scanners.”

“Understood, Twilight Sparkle,” Adagio said hanging up. Twilight always had to frown a bit when Adagio used her full name. That sounded familiar to her, but she couldn't quite put her finger on how. A lot of people tended to use her full name when being formal, and Adagio had only been with them for a short while.

Still, there was something familiar about Adagio that Twilight just couldn't shake.

“Transfer Adagio!” Twilight said as Adagio entered her chosen scanner, “Scanner Adagio! Virtualization!”

Twilight pressed the enter key, sending Adagio into Lyoko.

When Adagio fully rendered, she landed a bit behind the main fighting. Monsters were everywhere, and the entire team was scattered. Fluttershy was of course behind Sunset, who was defending her from three hornets that were hovering in front of the tower.

“Hey! Glad you could join us!” Pinkie Pie said running away from two tarantulas, “We were wondering if you'd show up!”

“Sorry I'm a little late,” Adagio said pulling out her large fan, “Do you need help?”

“What, with these guys? Nah, I'll be fine. Just head over to where Sunset and Fluttershy are. I think they need more help.”

Adagio nodded and ran over to them. On the way she was stopped by a large stream of energy right in front of her. She looked and saw a megatank rolling up to her.

“This is all I needed,” Adagio groaned getting in her fighting stance. She hated fighting these things, because their only weak spot was so tiny.

“Leave it to me!” Dash called out running toward the megatank. She jumped up, threw a kunai at it to knock it back a bit, and then landed in front of Adagio holding out a second kunai, “These guys are a joke to me. You keep moving.”

“Thank you Rainbow Dash,” Adagio said running past them and continuing her way to Sunset and Fluttershy.

“Adagio! Two krabs to your left!” Twilight cried from the real world. Adagio turned too late though and took a shot to the stomach falling back a bit.

Adagio: 70 HP

Adagio stood up, and screamed at the krabs, using her odd sound wave ability to disrupt their programming. While they were stunned, Applejack and Rarity rushed past Adagio over the two krabs, Rarity naturally riding on Spike.

Applejack slid under one krab firing underneath it killing it, while Rarity jumped off Spike over the other krab shooting her shock wave at its head while Spike turned into a razor wheel hitting it underneath. Needless to say it died hard.

“Thank you!” Adagio said before running off to help Sunset. When she reached them, she used her fan to round up the hornets into a tornado. She then threw her fan out, turning it into a large razor sharp boomerang killing them before it flew back to her.

“Thanks,” Sunset said breathing out, “I don't have very good defense, so that was terrifying.”

“Not a problem,” Adagio said with an arrogant smirk, “At least Fluttershy can count on one of us.”

Sunset smirked at Adagio, “Don't get too cocky, rookie. I've still been doing this longer than you.”

“Um, I'm really not sure if this is a lover's spat or friendly taunting, but can we get moving?” Fluttershy asked meekly.

“A wonderful idea,” Adagio said taking Fluttershy's hand, “Let's get moving, Your Highness.”

As Adagio and Fluttershy ran off, Sunset stomped her foot angrily.

“Hey! I was protecting her first!” Sunset shouted flying after them. As they ran to the tower, three Mantas flew over head and started firing at them.

“I got this!” Sunset said flying up to the mantas. She impaled the one in the middle with her laser whip, and then swung her whip through its body slicing it in half. The other two fired at her, but she flew out of the way of the shots landing on one and using her whip to whack the other one's shots away.

“While she's doing that,” Adagio said, “Run to the tower. I think this is just about over.”

Fluttershy nodded and ran the rest of the way to the tower, phasing into it.

Inside the tower, Fluttershy ran to the center and allowed herself to be lifted to the upper platform. Once there, she elegantly landed and calmly walked over to the keyboard.

Fluttershy hacked her way into the tower's security, and then placed her hand on the holographic touch screen.

FLUTTERSHY

CODE

LYOKO

“Tower deactivated,” Fluttershy said calmly, watching at the coding on the walls dropped into the abyss below her. That was followed by a white flash that shot out of the tower engulfing everything.

Back in the real world, Twilight pressed the enter key on the super computer, “Return to the past, now!”

When everyone returned from Lyoko, they met up in the hallway of the school, this time with Adagio walking with them.

“You've really improved on Lyoko,” Rarity said to Adagio, “Now that we know more about your avatar, you have been great asset to team.”

“Thank you,” Adagio said, “I'm just glad I can help. To think you girls have been fighting this XANA for almost a year now though.”

“Pfft, no sweat. At least, not to me,” Dash said placing her hands behind her head, “After my Dad's harsh training, this is a walk in the park for me.”

“At least yer humble 'bout it,” Applejack said rolling her eyes.

“I'm the epitome of humble,” Dash said, either not catching the sarcasm, or not caring. Either way, it made Adagio laugh a bit.

“You all seem really close,” Adagio said, “Actually, you feel more like sisters than just friends.”

“That's because we are sisters,” Pinkie Pie said placing her arms around Adagio, “One thing XANA did right was bring the seven of us together. We've been through absolute hell together, but all it did was bring us closer.”

“I imagine you're close like that to your sisters, right?” Fluttershy asked Adagio.

“I suppose,” Adagio said looking down a bit, “It's always just been the three of us. We don't always agree on everything, but I love them both dearly.”

“Must be hard keepin them in the dark 'bout XANA an' stuff,” Applejack said.

“I can tell they're beginning to wonder what I'm hiding,” Adagio sighed, “I mean, we just came to this school, and already I've become friends with seven of the most popular girls in school.”

“We're not that popular,” Twilight said, trying to play it off. Sunset looked at her deadpanned.

“You're in the school's top ten hottest girls list online,” Sunset said, “You're tied with Rarity for number two.”

“Wait, you're only number two?” Adagio said looking at Rarity in shock, “If that's the case, who's number-”

“Fluttershy,” Rarity said.

“Fluttershy,” Applejack said.

“Fluttershy,” both Pinkie Pie and Rainbow Dash said at the same time.

“Fluttershy,” Sunset said.

“Fluttershy,” Twilight said.

Adagio looked at all of them in shock, and then turned to Fluttershy, who blushed and hid behind her hair. Adagio then nodded.

“Yep, I can see it,” Adagio stated.

“Please don't…” Fluttershy said softly, “It's embarrassing enough to be on that list. To be number one though…”

“Adagio! Adagio!” Sonata called out, she and Aria running up to the group, “We were looking everywhere for you!”

“Sorry girls,” Adagio sighed, “I had to talk to them about something important.”

“It's fine,” Aria said folding her arms and looking away, “Not like we're important or anything.”

“Aria, that's not nice,” Sonata scolded, “I'm sure Adagio has a good reason for being so distant lately.”

Poor Adagio looked a little pained hearing that. Applejack took notice.

“Whatever, you gonna show her or what?” Aria asked Sonata, who immediately perked up and showed Adagio a flier for the school talent show.

“Talent Show?” Adagio asked, pretending to have seen it for the first time. She saw it earlier when Sonata showed her before her memory got wiped by the Return to the past.

“Well, I know you've been busy lately, but this would be something that the three of us could do together,” Sonata said sweetly, “You're not too busy though, are you?”

Adagio smiled warmly and cupped Sonata's face lovingly, “I wouldn't miss this for the world.”

Sonata smiled brightly and embraced Adagio tightly.

“Wonderful! The three of us can enter together!” Sonata said happily.

“Unless something else happens and she has to ditch us again,” Aria pouted.

“I won't ditch you,” Adagio said, “I'll be there. I promise.”

“Worse comes ta worse, we'll cover for her,” Applejack said placing a hand on Adagio's shoulder, “Why don't ya head off with yer sisters. We'll keep ya updated on the you-know-what.”

“Thanks Applejack,” Adagio said, “I appreciate it. I'll see you all later.”

Adagio walked off with Sonata and Aria, Sonata happily going on and on about what they could do. It was pretty clear that she was passionate about this.

“So, what 'cha thinking about?” Dash asked Applejack.

“Ah think we need ta tell Aria an' Sonata 'bout the super computer,” Applejack said, surprising everyone there.

“Hold on, what?!” Sunset asked, “Applejack, you can't be serious!”

“Look, Ah get why it ain't the smartest idea,” Applejack said, “But look at those three. They're the three musketeers, an' our fight's tearin them apart.”

“She knew the risks when she joined up,” Dash said, “This isn't like a TV show where the good guys always win. We're at war here.”

“Exactly, an' what would happen if somethin went wrong on Lyoko?” Applejack said, “Remember what happened ta Fluttershy's dad? What if somethin like that happened ta Adagio? How would we explain ta them why their sister vanished an' ain't comin back?”

“I… think Applejack has a point,” Fluttershy said, “It isn't fair to Aria and Sonata. They depend on Adagio just like we do, and right now we're monopolizing her time. They deserve to know a bit of what's going on.”

“Sides, it ain't like we're tellin the authorities or anythin,” Applejack continued, “They'll keep the secret. Sides, how is this any different than when Sunset joined us.”

Twilight looked down thoughtfully, “They have helped protect the school a few times. I think we should talk to Adagio about it when we get the chance.”

“I'll talk to her tonight before we go to bed,” Sunset said, “At least let her know we're considering it.”

“Ooh, our party is getting so big now!” Pinkie Pie said excitedly, “This is like Tales of Xillia 2 all over again! I'm so excited!”

“Um… yeah,” Sunset said nodding her head, “What you said.”

“In other news, are you entering talent show, Fluttershy?” Rarity asked Fluttershy, who looked aghast.

“Oh no! I couldn't!” Fluttershy said.

“Why not? You have lot of talent!” Rarity said.

“Yes, but if I do that it'll give everyone in the school more of a reason to think I'm… hot,” Fluttershy whispered the last part. Everyone looked confused.

“Um… isn't that a good thing?” Dash asked.

“No Rainbow Dash! It isn't!” Fluttershy cried, “I hate all the attention I get! Besides, all of you are more deserving of… that than me.”

“That ain't true at all,” Applejack said, “You got a real natural beauty to ya, an' everyone in the school can see it.”

“I don't know…” Fluttershy sighed, “Maybe…”

“Well, I know I'm entering,” Dash said, “Trixie's going to be in the talent show this year again, and I'll be damned if she beats me.”

“I might do a comedy routine,” Pinkie Pie said thoughtfully, “I've been researching some of the greatest comedians. I think I could do something akin to what Sinbad does.”

“That's a good comedian to emulate,” Twilight said, “He's able to be funny without being vulgar, which I really like.”

“I'd enter myself, but all of my talents are under the law so…” Sunset said laughing sheepishly.

“Yes, you should really try doing something else with your life,” Rarity said, “Something legal.”

“Not on your life, sister,” Sunset said honestly. Twilight turned to Fluttershy, who looked really nervous. She then looked down a bit, thinking about a way to help her girlfriend. There was something she could do, but doing that would mean revealing probably her biggest secret to the entire school.

Inside Lyoko's Forest Sector, Spike was doing his usual patrols. Since Twilight rejoined the group, she gave Spike a series of new programs, one of which told him to survey Lyoko on a regular basis. He tended to see XANA's monsters roaming around Lyoko quite a bit, but never more than a fragment of XANA's presence.

After finishing up for the day, he started making his way back to the way tower so he could recharge, but an odd signal caught his attention. It didn't read like XANA, but it didn't seem like it belonged in Lyoko at all.

Spike growled and ran in the direction of the signal to investigate. He stopped in a clearing, where he witnessed what looked like bits of data converging, and coming together to form… something. He stepped back slowly, still growling at the cluster of data as it slowly formed what looked like a paladin with dark gray armor and a tattered red cape. It's body was simply data floating within the armor, and it had two glowing green eyes visible through a closed helmet.

Spike, unsure of what to make of this thing, simply regarded it as an enemy and shot a fireball at the paladin. Said paladin whacked his fireball aside with its hand and then slowly started making its way toward Spike. At the same time a large scythe appeared in its hand and it dragged it on the ground as it approached the cybernetic canine.

Spike backed away from the paladin shooting more fireballs at it, but it slashed all of them away still approaching Spike. Once it was right in front of him it grabbed him by the neck and held him up, transferring information to Spike.

Fl_tter__y…

The entity released Spike, who slowly stood up and looked at the entity, regarding it curiously. He then bowed to it and slowly walked back to the way tower, guiding the paladin.

Since they just took care of XANA that day, there wasn't any worry for a XANA attack for at least two days, which meant the girls could begin thinking about what they were going to do for the talent show. Applejack didn't know what she was going to do, or even if she was going to enter the talent show. It wasn't like she had much talent herself. She might just watch instead, or apply to be one of the judges.

Nah, too many of her friends were entering, and she'd be accused of being biased.

Speaking of, she saw Rainbow Dash standing by the sign in sheet, waiting for her turn. Right when she was about to sign her name, Trixie pushed her aside.

“Move it!” Trixie ordered, “Trixie needs to make sure her spot is secured.”

“Like you've got a shot at winning,” Dash said rolling her eyes as Applejack walked over to them.

“The Great and Lovely Trixie is a woman of many talents,” Trixie bragged, “Unlike you, who's little more than a one trick pony. Going to do another guitar solo? Haven't heard that before.”

“H-hey! I have more talents! I'm really talented!” Dash retaliated.

“Oh sure you are,” Trixie said sarcastically, “I can't wait to see what amazing talent you're going to show off.”

As Trixie walked off laughing, Dash tightened her fist gritting her teeth.

“That little bitch…!” Dash seethed, “I don't care if she and Twilight are cool, one of these days I'm gonna clean her clock!”

“Don't let her get in yer head,” Applejack said placing a hand on Dash's shoulder, “She probably ain't gonna do anythin we ain't seen before either.”

Dash sighed, “That's the thing, Applejack. Trixie always does something different. For as unbearable as she is, she can do a lot of different things. Last year I beat her doing an entire guitar rift from Dragonforce.”

“Wait, ya mean that Dragonforce?!” Applejack asked, eyes wide in shock, “Through the Fire and Flame? Fury of the Storm? Those guys?!”

“Yep! You should have seen my fingers after that. They blistered like crazy.”

“Ah don't know what yer afraid of then,” Applejack said as the crowd dispersed, “She don't stand a chance against that.”

“I can't just do the same thing though,” Rainbow Dash said, “Each year you gotta do something to top yourself, otherwise the crowds gonna get bored with you. They already know I can play guitar like a champ.”

“Hm… Ah see yer point,” Applejack said, “Did Macintosh tell ya he's comin?”

“Just got off the phone with him,” Dash said with a sigh, “That's another reason I wanna do something really awesome, you know? He's going to be watching me. Hell, I think even my Dad's coming this year.”

“Ugh, now Ah see what's got ya so stressed,” Applejack said nodding, “Stayin on top of Trixie, tryin ta impress yer boyfriend, an' yer father?”

“He comes to all of them, but every time he isn't impressed,” Dash said signing her name, “Macintosh and Pinkie Pie keep telling me to give up on trying to impress him, but he's my Dad. I want him to smile at me at least once, you know?”

“Yeah, Ah know,” Applejack said, “Hey, maybe ya jus' gotta do somethin that no one knows you can do yet. Somethin completely outta left field for ya. Yer always talkin about wantin everyone in the school ta treat ya like a girl more, right?”

“Yeah? Are you suggesting I do something super girly? Cause I'm not sure I want to go that far.”

“Maybe not super girly, but somethin more… feminine,” Applejack said, “Somethin that only a girl could do.”

Dash looked thoughtful, “Well, there is one thing I can do that I've never told anyone. Like, not even Pinkie Pie knows I'm good at this.”

Dash whispered it into Applejack's ear, and Applejack was wide eyed.

“Nuh uh! Seriously?!” Applejack asked.

“Y-yeah…” Dash said rubbing her arm nervously.

“That was not what Ah was expectin! H-how did ya learn how ta do that?!”

“I took a class, alright?” Dash said, “The teacher said I was a natural at it. I actually practice every morning in the locker room before soccer practice, since I'm the only girl on the team. That helps me stay good.”

“Dash, ya gotta do it,” Applejack said.

“Whoa! No way, AJ! I can't do that on stage!” Dash shouted.

“No one is gonna expect it,” Applejack said, “An' Ah bet ya cash money ya end up winnin.”

“You know how Twilight is afraid of anyone seeing… you-know-what? That's how I am with this!”

“Look, if Fluttershy can enter the talent show at all, you can do this on stage. Besides,” Applejack leaned in, “Macintosh will be thinkin 'bout it fer the rest of the night.”

“D-damn it Applejack…” Dash said blushing, “Low blow.”

“So, you'll do it?” Applejack asked.

“What the hell, fine!” Dash said, “I'll do it, but if this ruins my reputation at all, you have to come to school for the rest of the month without wearing a bra!”

“But if it doesn't ruin yer image, an' instead makes everyone see how feminine ya are, you have ta start comin ta school wearin make-up,” Applejack added.

“You're on!” as a ritual between them, the two girls spit into their hands and shook on it. This was the norm between these two. Truth was, Applejack had an ulterior motive of course. One, she did want Dash to win the show and impress Macintosh (she didn't really care about her Dad), but two…

Applejack had to see Rainbow Dash on stage… doing that.

“So… you think I should enter?” Fluttershy asked Dr. Wolf toward the end of their session.

“I feel that you should do what you think is best,” Dr. Wolf said, “You have to ask yourself, what could you gain from entering, but what could you gain from not entering as well. From what I'm gathering, not entering would keep things relatively the same, while entering would bring a lot of change.”

“Change that I'm not sure I'm okay with,” Fluttershy said.

“Change can be scary, but change can also be wonderful,” Dr. Wolf said, “Will you tell me what you decided to do at our next meeting.”

“Y-yes,” Fluttershy said, “Um, I might be changing our times to be a weekly thing as opposed to daily though. Now that Twilight's back, I don't want her to think I'm neglecting her.”

“That's perfectly fine, Fluttershy. As long as you're getting all the help you need.”

“Thank you Doctor,” Fluttershy said with a bow. As she left his office, she thought about what he was telling her. She could enter the talent show, and deep down she did want to, but she was nervous about the amount of attention she'd get afterward. It was bad enough that she had an entire fan club in the school. If by some chance she won the talent show though…

As she was walking, she saw Adagio leaning against a street light in the park waiting for her. Adagio smiled at Fluttershy and sauntered over to her.

“I hope you don't mind that I waited for you,” Adagio said, “I was hoping we could talk a little on the way back to school. Get to know one another a little better.”

“I don't mind,” Fluttershy said, her heart racing a bit. Normally she was fine around Adagio, but for some reason on the rare occasions they were alone Fluttershy got really nervous. Adagio was very touchy feely, but Fluttershy always took that as she was just affectionate. She was the same with Aria and Sonata after all.

“So, where do you go during your free periods?” Adagio asked as they walked back to the school.

“I have a therapist I see,” Fluttershy said, “He's really nice, and relaxing to listen to. He gives really good advice without forcing you to do things a certain way.”

“Ahh, like a good therapist should,” Adagio nodded, “Maybe I should let Aria talk to him. She could use a little therapy to deal with her anger issues.”

“Are the three of you okay?” Fluttershy asked, “They seemed really upset with you. Well, Aria did at least.”

“Oh we're fine,” Adagio said waving it off, “Aria and I never fully see eye to eye, but it's never anything lethal. At the end of the day, we're sisters, and we look out for each other always.”

“I was curious about that though,” Fluttershy said, “The three of you are sisters, but all three of you are different nationalities. I hope I'm not intruding or anything.”

“No, you're fine,” Adagio said smiling, “The three of us were adopted when we were very young. That's why the three of us are so different. But that's only on the outside,” she placed her hand on her heart and closed her eyes, “At our cores, we're very much the same. That's why no matter how far away we are, we'll always be close to each other.”

“That's beautiful,” Fluttershy said, “You're a real inspiration, all three of you.”

“Thank you, Fluttershy,” Adagio said bowing slightly, “So, have you decided on what you're going to do for the talent show?”

“I was still deciding on whether or not I'd enter,” Fluttershy said, “I know everyone wants me to enter, and I do want to enter it, but…”

“You're afraid of being on stage?” Adagio asked. Fluttershy nodded.

“Also, I'm not sure if I can handle all of the attention I'll get afterward. What if I'm terrible? Everyone will laugh and make fun of me.”

“But what if you're good?” Adagio inquired.

“Ooh, that would be just as scary for me,” Fluttershy said, “You already know that I'm considered the hottest girl in school. If I'm good at this, no one will ever leave me alone.”

“You have a lot of fears,” Adagio stated thoughtfully, “Many would call them irrational fears, but those are usually the most prominent ones. It's the irrational fears that truly affect us, for they only make true sense to us.”

“You're really analytical when it comes to those things,” Fluttershy said, noting that this wasn't the first time Adagio reviewed information like that.

“I study people as a hobby of sorts,” Adagio stated, “If you want my personal opinion, I think you should enter the talent show.”

“You too?” Fluttershy asked with a sigh.

“But, do it for yourself,” Adagio finished, “Do it because the alternative is you asking yourself “what if”. What if I had entered the talent show? That's worse than entering it and seeing what happens. If you enter, then what will be will be, but if you don't enter, you'll have to spend the rest of your life wondering what it would have felt like. Live in the moment now so you're not haunted by your past later.”

“That… makes sense actually,” Fluttershy said, “Thank you Adagio. I'm glad you're our friend now.”

“I'm glad we're friends too, Fluttershy,” Adagio said hugging Fluttershy tightly, “So happy.”

As they were at the school gates, Adagio released Fluttershy after a few seconds (a bit longer than Fluttershy was comfortable with actually) and then sauntered back into the school. Fluttershy didn't know what to make of her or her sisters. There was definitely something off about them, but she couldn't figure out what. The XANA symbol never appeared in their eyes, and they never did anything bad.

Fluttershy felt horrible for suspecting Adagio even now, but she couldn't shake the feeling that Adagio was not exactly why she said she was.

The next day was the talent show, and thankfully everyone already knew what they were going to do for it. To everyone's surprise, Fluttershy's name did appear on the list, but know one had seen her the entire day. Everyone was gathering in the school auditorium as the teachers and a few students were setting up.

Rainbow Dash and Pinkie Pie were sitting together talking about Pinkie Pie's comedy routine as Vice-Principal Luna stopped next to them holding a clip board.

“Ahh, school talent shows,” Luna said wistfully, “We used to have these all the time in my old high school.”

“Did you ever enter them?” Pinkie Pie asked.

“Both Tia and I entered them,” Luna said, “Every single one.”

“Boy, it's such a shame that you'd rather not talk about it, right?” Dash asked with a knowing smirk. To both her and Pinkie Pie's surprise, Luna looked at them with a confused expression.

“Actually I'd love to talk about it Dash, I'm just too busy right now,” Luna said, “Hey, have either of you seen Fluttershy?”

“I think she's still in her room,” Pinkie Pie said, “Twilight's with her.”

“Great. The show starts in another hour or so, and I don't want her to miss her spot. She's actually up pretty early,” with that, Luna walked off to another section checking things off. Dash shook her head in shock.

“She was actually going to talk about it…” Dash said to herself. Her expression turned into a cold one when she saw the two adults that just walked in, “Great… they're here…”

“Who's here?” Pinkie Pie asked, seeing Rainbow Dash's parents walk in. Her mother was very pretty, with really long red and orange hair and wearing a long white dress. Unlike Dash's father, she looked really friendly and approachable.

“Rainbow Dash!” her mother called out running up to them and hugging Dash, “It's so wonderful to see you.”

“Y-yeah,” Dash said returning the embrace, “It's nice to see you too, Mom.”

“So, is he here?” Dash's mother asked. Immediately Dash knew who she was talking about and blushed.

“N-not yet,” Dash said, “He said he's on his way though.”

“Hmph, if you have time to get a boyfriend and do talent shows, you have time to study,” her father said looking away.”

“Blitz, not right now,” Dash's mother scolded, “This is a happy moment for her.”

“No, it's fine,” Dash said darkly, “I realize I'm not going to impress him with anything I do, so I'm not going to even try. In fact, I'm pretty sure he's going to hate what I'm going to do up on that stage. Come on Pinkie Pie.”

“Right,” Pinkie Pie said. She took one last look at Dash's father, and then ran after her friend, “Dashie, are you going to be okay?”

“I'll be fine,” Dash said, “The way I see it, doing this is going to at least be a big middle finger to him, so that's reason enough to see this through. Don't let him ruin you're routine though. You need to be at the top of your game today.”

“Oh don't worry about me, Dashie,” Pinkie Pie said waving it off, “I think I'm going up around the middle, so I'll have plenty of time to prepare myself.”

“Good,” Dash said, “I'm really looking forward to seeing your comedy routine. I just hope Fluttershy can make it. She's damn near going first.”

“I know,” Pinkie Pie said, “I think I'll head to Fluttershy's room to check on her.”

“Alright, see you on stage,” Dash said. She and Pinkie Pie hugged and then walked in separate directions, Dash heading to the girls locker room to get changed. This was the first time she ever wore something like this publicly.

If she didn't win the talent show, she was sure that she'd at least give half the student body massive boners just from that alone.

“This was a mistake!” Fluttershy fussed pacing back and forth.

“No it wasn't,” Twilight said, calmly sitting on her bed. Rarity and Sunset were also there, sitting on Rarity's bed.

“I'm going crazy right now! Did you see how many people are there already?! By the time the show starts, it's going to be packed!”

“Fluttershy, it's going to be fine,” Sunset said, “You just go on stage, do your routine, and then it's over.”

“I can't go out there!” Fluttershy cried, “So many people are going to be watching me!” she screamed as someone knocked on the door.

“Hey, it's me,” Pinkie Pie said outside. Rarity stood up and opened the door, “How is she?”

“About as good as you'd expect,” Rarity sighed. Pinkie Pie walked into the room and hugged Fluttershy.

“Hey, you're going to be fine, Fluttershy,” Pinkie Pie said softly.

“Pinkie Pie…” Fluttershy said, tears falling from her eyes.

“You know, I'm pretty nervous too,” Pinkie Pie admitted.

“Wait, why?” Fluttershy asked, “You're hilarious naturally.”

“Yeah, but that's because I'm telling jokes to you and the others,” Pinkie Pie admitted, “Half the people out there I don't even know. I know how to make you guys laugh, but other people?”

Pinkie Pie took Fluttershy's hand and placed it over her heart. To Fluttershy's surprise, it was racing almost as much as her own heart.

“Pinkie Pie, I had no idea,” Fluttershy admitted.

“Being nervous is a good thing,” Pinkie Pie said, “It means that you care about your presentation and the crowd. If you go on stage and you're not nervous, then you shouldn't be on stage at all.”

“See?” Twilight said placing her hands on Fluttershy's shoulders, “If Pinkie Pie's nervous, you have nothing to be afraid of. This is perfectly normal.”

“I'm still afraid of what's going to happen after the show,” Fluttershy admitted, “Everyone is going to be talking about it, and I'll never be able to get away from the attention.”

“Not unless they're talking about something else,” Rarity said smiling at Twilight, “Right?”

“Right,” Twilight said, oddly looking down nervously, “Don't worry about anything, Fluttershy. You'll be fine. I'm going to take care of everything.”

“Twilight? What are you talking about?” Fluttershy asked, “Is everything-”

“You don't have anything to worry about,” Twilight said, “Just focus on the talent show and-

TOWER ACTIVATED

LOCATION: FOREST SECTOR

43 LAT, 22 LONG

Sunset, who was looking at her laptop, sighed, “Looks like XANA's crashing the party.”

“His timing couldn't be worse,” Rarity said, “Still, we can just use Return to Past, dah?”

“I don't like using that too much, but I guess that won't be an issue,” Twilight said, “Even still, we shouldn't have everyone go, just in case this is a self contained issue. That way, no one will be suspicious.”

“I can talk to Lulu about being moved into Fluttershy's spot,” Pinkie Pie said, “Dashie is a later entry, so she probably won't mind going with you guys, and I can join up after I finish.”

“Applejack and I can stay here and patrol school,” Rarity said, “I'll send her text right now.”

“What about Adagio?” Pinkie Pie asked, “She's going to want to go too, but her sisters…”

“I'll talk to her,” Sunset said putting her laptop in her bag, “Twilight, you and Fluttershy should go on ahead.”

“Alright,” Twilight said, “Let's go Fluttershy.”

Fluttershy nodded immediately and ran out of the room with Twilight. She didn't tell the others, but this was probably the one time she was happy that XANA attacked.

“XANA again?” Adagio asked as Sunset filled her in on everything back stage.

“We still don't know what XANA's planning,” Sunset said, “It might be nothing serious, but we can't be sure.”

“No, it will be serious,” Adagio said, “You're going to need as much help as you can get.”

“Adagio!” Sonata called out, “It's almost time for us to-” she stopped when she saw Sunset standing there, “Oh, you're Adagio's roommate, right?”

“Y-yeah,” Sunset said nervously, “I'm sorry, but…”

“Let me guess,” Aria said walking up to them as well, “Something came up so Adagio has to bail on us again, right?”

“Aria, I-” Adagio started.

“Save it,” Aria shot, “I don't know what's so important, but you've had to bail constantly since we came to this school. Sonata is really looking forward to this.”

“I know she is,” Adagio said looking down, “I am too, but this is really important.”

“More important than us?” Aria asked.

“Aria, don't,” Sonata said stepping forward, “That isn't fair to Adagio.”

“Sonata, I'm just worried that-”

“That we'll drift apart, I know,” Sonata said, “Adagio has those same fears though, I can tell. She doesn't want to leave us, but this might be really important.”

“If it's so important, than why won't she tell us?” Aria asked, “We're a team, aren't we? We do everything together, and protect each other.”

“That's why I can't tell you!” Adagio shouted, shocking Aria and Sonata. Even Sunset looked at Adagio surprised, as she was usually very calm, almost mechanically so.

“A-Adagio…” Sunset said wide eyed.

“This is very dangerous what we're doing, and I don't want you getting hurt,” Adagio said, closing her eyes as tears built up, “I'm terrified of you two getting involved. Just telling you this is too much. Please, just trust me, Aria.”

Sunset had to step in, so she put her hand on Adagio's shoulder, “Adagio, it's okay. Let's bring them to the factory with us.”

Adagio looked at Sunset suddenly, “Sunset no! If they come they'll want to-”

“Isn't this better than them wondering what you're doing?” Sunset asked, “Look, we might not need to use Return to the Past, so if they stay in real world they'll be out of danger and get to keep their memories of where you're going.”

“Return to the Past? Real world?” Sonata asked, “Adagio, what's she talking about?”

“Mmm…” Adagio moaned, thinking hard about her next words, “Fine. Come you two,” Adagio said, “We're heading to the abandoned factory. Meet us at the front gate of the school, and bring your bike and skate board.”

Aria nodded and walked off. Sonata looked at Adagio and Sunset briefly before running after them.

“Do you want to let them go there and we ride on my motorcycle together?” Sunset asked.

“I appreciate it, but I'm going to borrow Pinkie Pie's bike,” Adagio said, “I'll guide them through the secret passage.”

“Alright then,” Sunset said, “I'll meet you there.”

“Sunset,” Adagio called out stopping her. She walked over to Sunset and kissed her on the cheek, “Thank you.”

“Um… you're welcome,” Sunset said blushing. Adagio walked out of the back stage area, and Sunset once again couldn't take her eyes off her hips as she walked, “Oh yeah, I think I understand how Applejack feels around Rarity now.”

Sunset an out to her motorcycle and took off, trying her hardest to focus on the rode. That was hard when her new roommate was invading her thoughts.

After all the work that went into getting the talent show ready, Celestia was getting exhausted. She was ashamed of herself, but recent events had led her to smoking again. She needed a break, so she decided to get a cigarette and just smoke half of it.

She got in her car and rummaged through her glove compartment, but something odd happened. The car started up on its own. Immediately she knew what was happening. She remembered XANA doing something like this before.

“No! XANA!” Celestia said moving to the door, which closed and locked itself immediately. She pulled out her phone to call Luna, but a red spark shot out to her phone and shut it down, replacing the screen with the eye of XANA.

As the car started on its own, Celestia started banging on the window, hoping some of the people coming in would see her.

“Help!” she cried, “Someone help me!”

Sadly, no one noticed as her car drove out of the parking lot of the school to parts unknown.

Twilight and Fluttershy were in the lab waiting for the others when the elevator opened. They turned to see Dash walk in, but she looked um…

“Dash…?” Twilight asked.

“Hey guys,” Dash said walking in, oblivious to the looks Fluttershy and Twilight were giving her, “Applejack and Rarity said they're staying behind, but Sunset should be on her way with Adagio. I think her sisters are coming too to see what's going on.”

“Rainbow Dash, um… what are you wearing…?” Fluttershy asked.

Immediately Dash blushed looking away. Her outfit was something akin to a two piece suit one would wear for a tribal dance. It was extremely colorful with really long multicolored feathers acting as a long skirt behind her and on her head creating a headdress that went with her hair, which was out and flowing freely over her shoulders. Her top was more like a red bra with matching panties that meant her legs were on full display on the front, and she wore light brown boots. She was also wearing blue eyeshadow with pink tips and red lipstick.

“Look, I know that I look ridiculous, okay?” Dash said, “Can we just head into Lyoko already? I wanna be in my ninja suit by the time Sunset and the others get here.”

“You got it,” Twilight said laughing, “Hurry to the scanner room. I'll transfer the two of you immediately.”

Rainbow Dash and Fluttershy went back into the elevator and took it down. Fluttershy tried her hardest not to stare at Rainbow Dash, but she couldn't help herself. She just looked so different.

“You look, um… really nice Dash,” Fluttershy said.

“Y-yeah? Thanks…” Dash said. The elevator ride was quiet and long, but once they reached the scanner room, Dash immediately ran to her scanner. She was that nervous just being seen by Twilight and Fluttershy, yet she was going to do… something on stage like that?

And all Fluttershy was going to do was get on stage and sing.

Back in the computer room, Twilight opened up the transfer program and got to work.

“Transfer Rainbow Dash! Transfer Fluttershy! Scanner Rainbow Dash! Scanner Fluttershy! Virtualization!” Twilight said pressing the enter key.

In the Forest Sector, Rainbow Dash and Fluttershy rendered and dropped in a clearing.

“The activated tower is a bit ahead,” Twilight said, “Dash, I'm sending your Tera-Bike to you.”

“Got it,” Dash said getting on the bike as it rendered, “Where's Spike?”

“That's the thing, I can't get in touch with him,” Twilight said, “I'll keep searching for him, but for now just head to the tower.”

Dash rode off, and Fluttershy flew after her. On the way there, they saw two krabs and a megatank move right in front of the pathway blocking Dash's path.

“Shoot!” Dash cried as the megatank opened up to fire, “This is bad!”

“Veer to the right!” Twilight commanded, “There's another pathway down there!”

Dash turned down the right path just as the megatank fired. It missed, but the krabs started running after Dash. As she and Fluttershy made their way down the other path, a few bloks stationed on another path fired at them.

“Fluttershy, go on ahead!” Dash ordered, “I'll cover you!”

Fluttershy nodded and flew ahead, and Dash pulled out two laser kunai and threw them at the bloks. She hit them right in the eyes, and they exploded, but Dash took a hit in the side falling off her bike and sliding to the edge of the passage.

Rainbow Dash: 80 HP

She caught herself just in time grabbing the edge. Fluttershy stopped and flew back, but the krabs fired at her keeping her away.

“Twilight! Dash is about to fall into the Digital Sea!” Fluttershy cried.

“I see it!” Twilight said as the elevator opened, revealing Sunset, Adagio, Aria, and Sonata, “Thankfully, help is on the way!” she turned to the elevator, “You guys need to get to the Forest Sector immediately! Rainbow Dash is in trouble!”

“On it!” Sunset said, Adagio nodding in response. Aria and Sonata stepped out of the elevator as it closed and walked over to Twilight.

“What the hell is all of this?” Aria asked.

“If your memories don't end up needing to be wiped by the end of this, I'll tell you,” Twilight said, “Right now, just sit tight, and don't touch anything.”

“Is this where Adagio is heading?” Sonata asked looking at the holographic map of Lyoko.

“Like I said, I'll explain everything assuming you don't lose your memories,” Twilight said beginning the transfer, “Transfer Sunset! Transfer Adagio! Scanner Sunset! Scanner Adagio! Virtualization!”

After Sunset and Adagio rendered they immediately ran to where Rainbow Dash was. She was just hanging on to the ledge, but every time she tried to pull herself up the krabs fired at her.

“You take on the krabs!” Sunset said flying off. Adagio pulled out her fan and created a tornado that engulfed the krabs and destroyed them. At the same time Sunset ran over to Dash and grabbed her wrist right when she lost her balance.

“Thanks,” Dash said as Sunset pulled her up, “You came just in time.”

“More incoming!” Twilight cried, “They're trying to lead you away from the tower!”

“Yeah? Well it's working!” Adagio said, “Is there another pathway we can take?”

“I think I see another pathway!” Fluttershy said above them, “It's a bit out of the way though!”

“It'll have to do,” Sunset said, “Twilight, can you get Spike to cover us?”

“I've been trying to reach him for a while now, but he won't answer,” Twilight said, “I'm not picking him up anywhere on Lyoko either.”

“Keep trying,” Adagio said, “We'll make our way to the tower.”

“Okay,” Twilight said, “Be careful.”

She pulled up a side tab to search for Spike, also searching for any suspicious activity or signs of a specter. They still didn't know what XANA was planning. That was even more terrifying than not knowing where Spike was.

“So in Amish Country, we have this thing called Rumspringa,” Pinkie Pie said on stage, “I can already see some of you thinking “big word, crap! I didn't wanna learn today!”” everyone in the crowd laughed, “Don't worry, this isn't going to be on the test. I'll tell you exactly what it is. It's basically when the Amish let their young come into the real world where the normal people are. Most of them decide to go back, but a few of us, yes I count myself, decide they like being normal.

“I remember when I first came here. I was terrified. What's that black box trapping those people?! That's called a television, sweetie,” she said as if talking to a child, “Well, get them out! They could suffocate!” the crowd laughed at her impersonation, “I wish I were joking. You think that's bad? Can you imagine what I thought when I first rode in a car? Maud! Maud!” she composed herself and pretended to be driving a car, “Yes Pinkie?” she said in a perfect impersonation of Maud's monotone, “T-t-the carriage…! It's moving on its own…! Are the horses invisible…?!”

Everyone laughed, even Maud chuckled a bit. Clearly she remembered this moment.

Outside, Rarity and Applejack met up in front of the auditorium.

“I can't find specter anywhere!” Rarity said.

“An' nothin else is happenin around,” Applejack said, “This is unnervin.”

“Girls!” Nurse Cadance called out running up to them, “Have any of you seen Auntie Celestia?!”

“Ain't she in the auditorium judgin the talent show?” Applejack asked.

“She said she needed to get some fresh air, but she hasn't come back in thirty minutes!” Cadance said.

“AJ, do you think…?” Rarity asked.

“Possibly,” Applejack pulled out her cellphone and called Twilight, “Twilight, Eos is missin.”

“What?!” Twilight cried, “Shoot! That might be XANA's plan! I'll search for her via satellite!”

Twilight typed furiously on the computer, Sonata and Aria standing over her watching nervously.

“Who's Eos?” Sonata asked, “Is she important?”

“Probably the most important person we know,” Twilight said before freaking out a bit, “Oh no! No no no no no!”

“That's never a good sign,” Sunset said from Lyoko, “Twilight? What do you see?”

“I found Eos' car, and its driving away from the school! I think Eos is trapped inside of it!” Twilight cried.

“Where's it headin?!” Applejack asked.

“It's going in the direction of the power plant!” Twilight said, “You need to get there as fast as you can!”

“We're on it!” Applejack said, “Power plant!”

“We can take my car!” Cadance said, “Let's move!”

As they left, Rarity's phone rang, “Dah?”

“Rarity, I just finished my routine! What's the situation?” Pinkie Pie said.

“Eos was captured! XANA possessed her car and is taking her to power plant!”

“I'll let Lulu know! We'll help too!” Pinkie Pie said hanging up. When Rarity, Applejack, and Cadance got outside though, a number of cars shined their lights at them.

One car tried to tackle them, but they rolled to the side out of the way just in time.

“Ah think now we know what XANA's usin that tower for!” Applejack said.

“He's only taken the cars of the faculty!” Cadance said, “Shoot! He must know that all of the Architects are faculty members of the school now!”

Pinkie Pie and Luna ran outside through another door, but were almost hit by Luna's car.

“Look out!” Luna shouted jumping away, “Damn it! Now what am I going to do?!”

Another car drove up to them, this one being a red convertible being driven by Maud, who opened the door.

“Get in,” Maud said harshly. Pinkie Pie and Luna immediately ran in and Maud floored the gas peddle, “Where are we going?”

“Power plant! My sister is in serious danger!” Luna said.

“Understood,” Maud said simply.

“Maud, are you sure about this?” Pinkie Pie asked.

“I saw you running out of the auditorium,” Maud said not turning to Pinkie Pie, “I won't ask questions. I'll trust you, and just help however I can.”

“Thank you Maud,” Pinkie Pie said hugging her older sister, who just smiled softly in response.

“You're welcome, Pinkie Pie,” Maud said.

Back in Lyoko, the group continued running to the tower while being chased by four krabs and the megatank. The krabs fired at Fluttershy, hitting her in the back and knocking her to the ground.

Fluttershy: 70 HP

The megatank rolled to Fluttershy, stopped in front of her, and opened up. She looked up helplessly as the megatank charged up its attack. Sunset, Adagio, and Dash stopped and turned to them.

“I'll save her!” Adagio said running back to them and waving her fan blowing it back. When it didn't immediately move, she got in front of it and used her scream ability to push it back and disrupt its defenses, destroying it.

“Thank you,” Fluttershy said as Adagio helped her up.

“Don't mention it, Fluttershy,” Adagio said. She looked behind Sunset and Dash and saw a tarantula materialize behind them, “Sunset, Rainbow Dash, behind you!”

They turned just time to see the tarantula point its arms forward and fire at them. The rolled out of the way and pulled their individual weapons out.

“Pinkie Pie's the best one against these things, right?” Sunset asked, “How about you?”

“Oh, these things love me,” Dash said, “They're the things that usually take me out.”

“Lovely,” Sunset groaned. The tarantula fired at them, but Sunset took to the skies and Rainbow Dash ran to the side out of the way. While running, she threw her kunai at the tarantula, but it blocked with its arms.

“Damn it!” Dash shouted. The tarantula pointed its lasers and fired at her, actually knocking her back.

Rainbow Dash: 40 HP

“Dash!” Sunset cried. She flew down to the tarantula and whacked the tarantula with her whip, but it stepped back and used its arms to block her assault, “Geez! Fighting these things alone makes me really appreciate Pinkie Pie!”

Adagio took Fluttershy's hand, “Come on! Let's continue to the tower!”

Before Fluttershy could protest, the two of them ran down to the tower, which was being blocked by two megatanks and a krab. They stopped just as the krab fired at their feet, and the two megatanks fired at the same time. Adagio pushed Fluttershy away and just dodged the megatanks attacks.

“Adagio!” Fluttershy cried, “Twilight, Adagio is in trouble, and I can't get to the tower!”

“Goddamn it!” Twilight fussed opening up her tab and seeing the car Celestia was trapped in leaving town and making its way to the power plant, “Eos… what should I do…?”

Honestly, she knew what she should have done. This was the time when she needed to set up the stalled transfer, and go into Lyoko herself, but the thought of going in was just too much. What if the second she transferred in the scyphozoa showed up and captured her? XANA still wanted Celestia, so if she entered Lyoko he might actually send something after her.

“Help me…” Twilight said holding her head and curling up in her chair, “I… I can't do this…”

“Hey, it's going to be alright, love,” Sonata said taking Twilight's hands comfortingly, “You haven't lost yet, but if you give up now, this XANA person will win.”

“Couldn't you send someone else in there?” Aria asked looking at the hologram.

“I can't go in,” Twilight admitted, “I'm too afraid. Something happened to me last time I entered Lyoko, and…”

“I'm not talking about you, idiot,” Aria shot, “I'm talking about me? Can you send me in where Adagio is?”

“Y-yeah, I could,” Twilight said, “Are you saying you want to…”

“I don't like admitting when I'm wrong, but right now I feel like a real bitch for how I treated Adagio earlier. She's risking her life right now, and here I am just sitting here. So get me in that... Lyoko thingy or whatever.”

“Me too,” Sonata said, shocking Aria and Twilight.

“Sonata, no! You saw Einstein here, she's traumatized! If something happened to you, I'd never forgive myself!” Aria said.

“But what if something happens to you and Adagio, and I'm out here alone?!” Sonata cried, “Like you said, we're a team! We look out for each other, and protect each other! That goes for me too! I'm not as strong as you or Adagio, but there has to be something I can do!”

“Damn it…” Aria groaned, “Einstein, is this okay?”

Twilight wasn't sure of how she felt about that nickname, but she shrugged it off.

“She'll be fine,” Twilight said, “When you enter Lyoko, your forms will change to match your subconscious thoughts, and you'll both be able to fight. Just do whatever comes naturally, and you'll be fine.”

“Alright then,” Aria sighed, “Let's go Sonata.”

Sonata nodded, and the two of them took the ladder down. Twilight turned to the computer, but heard a thud downstairs.

“Ow…” Sonata moaned.

“Goddamn it, Sonata,” Aria groaned, making Twilight giggle despite herself. They had no idea how ironic that was.

“Transfer Aria!” Twilight said as Aria stepped into the scanner with an almost angry glare.

“Transfer Sonata!” Twilight said as Sonata walked into the scanner, actually with a serious expression herself.

“Scanner Aria!” Twilight continued, rendering an avatar that looked like a samurai with two swords.

“Scanner Sonata!” Twilight continued, rendering an avatar that was similar to Pinkie Pie's avatar, but looked more like a wolf.

Twilight made sure she targeted the area close to Adagio and Fluttershy before she pressed the enter key, “Virtualization!”

There was a white flash inside both scanners, and the two girls vanished from the real world.

A bit away from the fight, Aria and Sonata began rendering into Lyoko. Aria's form was clearly made for combat. She was wearing a dark red and black gi and black leggings, and had two swords: one katana strapped to her side and a larger buster blade strapped to her back. She also wore a black headband.

Sonata's form was very similar to Pinkie Pie's, but canine based. She had two blue wolf ears at the top of her head and a bushy blue wolf's tail, and was wearing a dark blue bra top and matching skirt that was made of wolf skin, bark blue gloves with some sort of gauntlets strapped to them, and dark blue high heeled boots.

Sonata landed on all fours, while poor Aria couldn't get her balance and landed right on her butt. Sonata laughed at Aria as she stood up.

“Shut it, Sonata,” Aria groaned.

“Congratulations,” Twilight said, “You have both been officially initiated into team Lyoko.”

“Oooh! I'm a werewolf! Aria Aria Aria Aria! Look at me! I'm a werewolf! A real live werewolf!”

“I can see Sonata,” Aria said rolling her eyes, “Why don't we admire ourselves later? What's the mission, Einstein?”

“Fluttershy has to get into the tower,” Twilight said, “Focus on protecting her.”

“Got it,” Aria said pulling out her katana, “Mission start!”

She rushed over to the fight, and Sonata held her hand out, “Hey! No fair Aria! I want a cool sounding catchphrase too!” she ran after Aria, actually on all fours.

The krab fired continuously as Adagio, who blocked their attacks with her fan, but one shot got through and knocked her back.

Adagio: 60 HP

Fluttershy tried to fly over the monsters, but the megatanks opened up and fired at her, forcing her to fly back.

As Adagio slowly rose to her feet, the krab stood over her and charged up its laser. Adagio closed her eyes and resigned herself to her fate, someone blocked the laser with a blade. She looked up to see Aria standing over her with her katana out.

“Aria?!” Adagio cried.

“So this is what you've been doing,” Aria asked looking at Adagio with a smirk, “They got the wrong one. Should have come to me first.”

Adagio closed her eyes and smiled, “You were late, so I had to step in. I don't like playing hero like you do.”

“Is that what you call this?” Aria asked, “Playing hero? Cause you looked like you were having your ass handed to you.”

The krab tried to charge up again, but a sharp dart hit it in the face making it fall back. Both Aria and Adagio looked behind them and saw Sonata standing behind them with her fist forward and holding her arm almost like it was a gun. She then threw her arms down whining.

“Aria! You shouldn't have run off like that!” Sonata cried. Adagio smiled as Sonata ran to her side, and the three of them looked at the monsters in front of them, Adagio standing in the middle.

To Fluttershy, seeing the three of them together was sort of terrifying. They had a presence that was truly dominating, almost like they owned Lyoko.

“Alright girls,” Adagio said pulling out her fan, “Now that we're all here, let's put on a show they won't forget.”

Adagio VS Krab

Aria VS Megatank

Sonata VS Megatank

Adagio pulled out her fan and blew the krab away while Aria and Sonata rushed off to their opponents. The krab fired at her, but she used her fan to deflect the lasers. She then threw her fan creating a razor wheel that sliced through the krab, killing it.

As for Aria, she ran circles around the megatank she was fighting, and pulled out her buster blade.

“Earth!” she shouted, a kanji for “earth” appearing on the jewel in the middle of the blade. She slammed the blade onto the ground creating a small earthquake that made sharp stalagmites rise out of the ground knocking the megatank back. When it opened up to attack, Aria jumped on its face and pulled out her katana.

“Impact!” she shouted, stabbing the megatank's eye, jumping off as it exploded.

Sonata ran up to her opponent just as it opened up and fired at her. When the blast hit her, she quickly moved to the side so fast it looked like she teleported, leaving an after image of herself that vanished. She then pointed her arm forward getting her gauntlet ready.

“Laser Arrow!” Sonata shouted, firing a small dart at laser speed at the megatank, killing it.

Fluttershy landed behind them and looked in awe. Those were all high level monsters, yet they made quick work of them like they were nothing.

“I'm so happy they're on our side,” Twilight said from the real world.

“Me too,” Fluttershy said. Sonata ran over to Fluttershy and embraced her.

"You're okay Fluttershy!” Sonata said, “All while I was fighting, I was like “I really hope none of these shots hit Fluttershy,” and here you are perfectly safe!”

“You're scaring her, Sonata,” Adagio said, “I apologize for my sister. She's very affectionate.”

“Hold on,” Twilight said from the real world, “Something is forming near you. I'm picking up some weird data.”

They looked in front of the tower and saw something forming right in front of it. Bits of data forming what looked like a paladin with a scythe. Adagio, Aria, and Sonata stood in front of Fluttershy in defense.

“Hey! Do you know what this thing is?!” Aria asked.

Twilight scanned it, but the data came up odd. It looked incomplete, like it was just bits and pieces of something.

“I… I don't know…” Twilight said, “It's some sort of… phantom. It's data can't be read at all. I'm not even seeing a life bar!” she looked on another tab and saw Celestia's car dangerously close to the power plant, “Fluttershy! You have to get into the tower! Eos is running out of time!”

Maud managed to drive right next to Celestia's car. They saw the older woman inside, pounding at the window of the car helplessly.

“Tia, hang on!” Luna shouted, “Maud, get me closer to it!”

Maud nodded and drove closer to Celestia's car. Luna tried to reach for the door handle, but the car drove out of the way and then hit the side of Maud's car.

“Ahh!!!” Pinkie Pie cried as the car veered off to the side.

“Pinkie Pie, call Twilight!” Luna commanded, “Ask her how close they are to deactivating the tower!”

Pinkie Pie nodded and pulled out her phone, “Twilight! We're running out of time! Is Fluttershy close to deactivating the tower?!”

“Something is blocking our path!” Twilight said, “Adagio and her sisters are trying to get it out of the way!”

“Lulu, they're having trouble!” Pinkie Pie said, “Something is stopping them!”

“Shit!” Luna swore, “Now what do we do?!”

“This,” Maud said slamming their car into Celestia's, “We just buy your friends time, right?”

“You're the best Maud! For tonight, you're an honorary Lyoko Warrior!” Pinkie Pie cheered.

“I'm honored, Pinkie Pie. Thank you,” Maud said monotonously. Luna couldn't tell if she was serious, or being sarcastic. Either way, it was pretty clear why Pinkie loved Maud so much.

The phantom swung his scythe, sending a dark green shock wave at Fluttershy, Adagio, Aria, and Sonata. Adagio grabbed Fluttershy and jumped to the left while Aria and Sonata jumped to the right.

“Laser Arrow!” Sonata shouted, firing rapidly at the phantom, who spun his scythe in front of him do deflect the shots. Aria ran over to the phantom pulling out her buster blade and clashing weapons with the phantom, actually pushing him back.

The phantom pushed back and swung his scythe, but Aria jumped over his attack and slashed him in the side, actually knocking him down. As he stood up, Rainbow Dash and Sunset Shimmer ran to the scene.

“Holy… Twilight, what is that thing?!” Dash asked.

“I don't know! Some sort of virus I think!” Twilight said.

The phantom turned to Adagio and Fluttershy, and ran over to them holding his scythe out. Adagio pushed Fluttershy away and pulled out her closed fan, using it to block the phantom's scythe. Aria and Sonata tried to run to Adagio to help, but a green fireball shot at their feet.

“Huh?” Aria asked. They heard a familiar mechanical howl on top of a tree. Everyone looked up and saw the one who fired at them.

Spike.

“Wait? Spike?!” Twilight asked from the real world. Spike jumped off the tree and ran over to Aria and Sonata, turning into a razor wheel and shooting past them. Aria and Sonata jumped to the side away and Sonata pointed her arm at Spike.

“Bad doggie!” Sonata shouted, firing at Spike, who used his tail to flick the shots away and then fired another shot at Sonata, this one being blocked by Aria.

“Hey Princess! Get in the damn tower already!” Aria shouted to Fluttershy. Fluttershy hesitated for a second seeing Adagio fighting the phantom, but Sunset whacked him away with her laser whip and stood next to her.

“Aria's right Fluttershy!” Sunset said, “We'll hold them off!”

Fluttershy nodded and ran toward the tower, briefly meeting eyes with the phantom. Something about it just felt odd about it, almost like she knew what that was. Still, she didn't have time to worry about it, as she ran to the tower, phasing inside of it.

Inside the tower, Fluttershy ran to the center and allowed herself to be lifted to the upper platform.

Back in the real world, Maud drove right next to Celestia's car, and Luna jumped out landing on top of it.

“LULU!!!” Pinkie Pie cried, watching in horror as the car swerved to the sides trying to throw the Vice-Principal off.

Fluttershy elegantly landed on the platform and calmly walked over to the control panel, where she immediately got to work on hacking its security.

Right outside the tower, Rainbow Dash flipped in the air and threw two kunai at Spike, making him jump back. She then stood in front of Aria and Sonata holding another kunai and looked at Spike intently.

“What's going on with you?” Dash asked the cybernetic wolf, “Why are you attacking us?”

Once she finished, she placed her hand on the touch screen that appeared in front of her.

FLUTTERSHY

CODE

LYOKO

The car that Celestia was trapped in sparked red electricity and stopped suddenly, making Luna fall off the top. She rolled to her feet as the door opened and Celestia ran up to her.

“LUNA!!!” Celestia cried embracing her sister.

“CELESTIA!!!” Luna cried, returning the embrace, “I'm so sorry! I shouldn't have left you alone! If I had known XANA would-”

“Shh, everything is fine now,” Celestia said, “You came for me, and that's what matters.”

Maud stopped the car and smiled at the two sisters warmly as Pinkie Pie embraced her.

“Before you forget what just happened,” Pinkie Pie said lovingly, “I just want to thank you for being the bestest big sister ever.”

“I'll always be there for you Pinkie Pie,” Maud said returning the embrace, “Always and forever.”

“Tower deactivated,” Fluttershy said in relief. The coding on the walls fell into the abyss below her, and a white flash shot out engulfing everything.

Back in the real world, Twilight pressed the enter key on the super computer, “Return to the past, now!”

The talent show went off without a hitch this time, since XANA didn't interrupt it. Pinkie Pie didn't even mind doing her routine twice. In fact, it was funnier the second time around.

Rainbow Dash's turn was up. She didn't tell anyone what she was doing, no one except Applejack, who was right in the front next to Macintosh.

“So, you excited?” Applejack asked her brother, who blushed looking away, “Aw, ya ain't gotta hide it. Ah know ya can't wait ta see what Rainbow Dash does for the talent show.”

“E-eeyup…” Macintosh said with a slight stutter. The curtain came up, revealing Rainbow Dash in that feathery get up, and a heavy drum beat started as Rainbow Dash started doing something shocking.

She was belly dancing.

She had two colorful scarves in her hands that she swung around too, but the biggest and most shocking thing was how well she moved her hips to the beat. In the middle of the dance she met eyes with Macintosh, and winked at him. Poor Macintosh's face turned beet red, and Applejack couldn't help but chuckle a bit.

Needless to say, she got a standing ovation from that dance, even her father surprisingly enough. Oddly Macintosh refused to stand though. Dash bowed to the crowd and looked at Macintosh silently asking if he was okay, and for some odd reason blushed herself after noticing… something.

She rushed off the stage as quickly as possible, and Applejack broke out laughing out loud. She enjoyed that more than she should have.

Backstage, Fluttershy was standing with Rarity, Adagio, Aria, and Sonata.

“So, think you can do this?” Rarity asked Fluttershy, who nodded.

“I think so. After seeing what Dash did up there, I'm pretty sure that I can do this,” Fluttershy said.

“You're gonna be fine,” Sonata said, “Just do what I do, and imagine everyone in their underwear.”

“What you do? You don't get nervous,” Aria pointed out. Sonata giggled.

“Who said it was for my nerves?” Sonata said with a smirk. Aria rubbed the bridge of her nose.

“I swear Sonata, when is that not on your mind?” Aria asked with a groan. Adagio and Fluttershy laughed, and Adagio turned to Fluttershy placing a hand on her shoulder.

“You'll be great, Fluttershy,” Adagio said.

“Thank you Adagio,” Fluttershy said hugging Adagio, “I'm really happy we're friends now.”

“I'm happy we're friends too,” Adagio said tightening the embrace as she spoke. Fluttershy stepped out onto the stage and looked around at the crowd. She was terrified being on stage, but looking back stage she saw Twilight, Rainbow Dash, and Pinkie Pie all giving her thumbs up and encouraging her. She could do this. She was going to do this.

play this song now

So when the music started, she allowed herself to get lost in the song.

The song, the lyrics, they were filled with her deepest emotions. All of her sadness, pain, and even the feelings of hope she had deep inside, she allowed all of those feelings to come through.

She didn't notice as she was so lost in the song, but the crowd was wide eyed. A few of the audience were even crying a bit. They didn't know that she could sing like this, nor that she felt so strongly.

Her friends couldn't believe it either. They knew what she meant with this song, as they had been with her in her toughest moments. For Twilight, all of a sudden she felt like she knew Fluttershy a bit better. At the same time though, she felt a little ashamed of herself. This song was Fluttershy's way of saying that she was going to become a stronger person, yet Twilight was still too afraid to log into Lyoko again.

As she looked down in shame though, someone took her hand and held it. Twilight looked and saw Adagio smiling warmly at her, telling her that it was okay. She wasn't alone, nor was she in XANA's possession anymore. Here she was with her friends and family. Even better, she made three new friends who were willing to fight along with her and protect her.

Twilight had nothing to worry about. She didn't have to be on Lyoko to fight. She could do her part in the real world. With Adagio, Aria, and Sonata now fighting with them too, she could relax and focus on her part.

When the song ended, the crowd was silent for a few seconds, but soon erupted into loud cheers. Fluttershy came back from her high and squealed in shock, but then smiled and bowed to the crowd. She didn't know how she was going to deal with the aftermath of this tomorrow, and she was still concerned about what happened during this attack: what was that phantom on Lyoko? Why did Spike help it? How did XANA know the perfect way to target Celestia.

All of that could wait till tomorrow though. Tonight, she was going to enjoy this feeling. This wonderful feeling of being loved by all of Canterlot High.

Ending Theme: Can't Fight the Moonlight

PS: Those curious as to what Twilight's going to do to help Fluttershy will have to wait until the next chapter. Sorry.