Equestria Girls: X.A.N.A Strikes Back

by Israel Yabuki

Rating: everyone
Tags: Sunset Shimmer, Main 7 (EqG), Code Lyoko, Alternate Universe, Science Fiction, Comedy, Other, Adventure, Equestria Girls, Crossover
Length: 12245

A dangerous computer program had risen from the grave and now plans to take revenge on its enemies and newest allies

Sunset and her friends are now young adults. Ever since their high school days have ended, they all got their own part-time jobs and either live in their own houses or share a couple of them with each other. But peace and tranquility will have to wait, as one day, the electricity goes haywire and strange logos appear on every single electronic screen. Sunset and her friends trace the source to an abandoned factory where another group of young adults are gathered. Apparently, according to them, this has happened before.

Published 2019-01-15 04:10:01 UTC
Last updated 2019-07-20 10:39:58 UTC

One Heck of a Greeting

Author's Note

This is only the beginning. The real fight starts in the next chapter. All of the characters will introduce themselves and tell the girls about Lyoko and so on, so I hope you're all ready and I hope you enjoyed the first chapter of this crossover and many more to come.

One Heck of a Greeting

It seemed like a very busy day in Canterlot City. Throughout those times, a lot has changed. One such change was Sunset and her friends going their seperate ways some time after high school. Twilight had gotten enrolled into Canterlot University in order to further her education. She has yet to decide on her career, but she might take up on becoming a scientist or maybe a librarian. She's moved out of her parents' house and now lives in a dorm at the university. Twilight still keeps in touch with the others for friendly chats.

Applejack stayed at Sweet Apple Acres with the rest of her family, harvesting and delivering apples to the markets, despite being short-staffed. At least for a while, anyways. At one point during the harvest season, Applejack's parents Bright Mac and Pear Butter had returned. From what everyone else heard, Pear Butter's father, Grand Pear, was looking for them after he had cooled down. He found them on the far outskirts of the city in a small town, hungry and tired from their travels. Now home, safe and sound, the family was finally together again and business has never been better.

Rarity also devoted the rest of her time taking over Carousel Boutique. Every day, Rarity's orders pile up and she works her mittens off, designing new ensembles for her loyal customers. She also happens to be the owner of the shop while her parents got other jobs. Cookie Crumbles got a job at a nice hair salon and Hando Flanks works at a lake, renting out fishing boats to people who want to catch some big fish. Needless to say, both are doing moderately well, so is their daughter. As for Rarity's little sister, Sweetie Belle, her high school days are soon coming to an end and his planning on learning how to make dresses like Rarity.

Fluttershy continues to work for the animal shelter. And now that she's devoted to working full-time, she was able to use the extra money to expand the shelter, adding some more space for the animals to roam and even added a backyard for them to run around in. Fluttershy has also been able to give many of her sweet animals some brand new homes. She's even rescued some animals off the streets.

Rainbow Dash applied for a job at a public gym as a trainer. Every day, she gets requests from a couple of people who are trying to get in better shape. A few wanted to shape up for a triathalon, others just need to lose some body fat and increase their stamina. Whatever the reason they had for training, she's helping them get into tip top physical shape, bragging about one day turning them into champions. True, she hasn't changed personality wise, but she's still loved by her co-workers and her friends.

Pinkie Pie continues to help the Cakes at Sugar Cube Corner, baking and selling delicious goodies and babysitting the Cake twins whenever it's lunchtime or closing time. Sometimes, she would take time off to go and visit her sisters and parents just to catch up on some family time.

As for Sunset Shimmer, she works at a store in the mall, booking appointments for kids, teens and young adults to come and play some VR games. It's been an exhausting experience, but she found her job to also have a fun side to it, being that anytime she's on lunch break, she'll have her quick lunches and join in on some of the gaming actions with other players. The other gamers didn't mind Sunset. And even her boss finds it relieving that their clients enjoy her company.

However, today has been rather slow. It's Monday and most of the kids and teens were at school and not many clients have been showing up. With her boss out of town, Sunset was in charge of the shop. There were no appointments today, but if nothing happens later on after her lunch, she can close up shop early and head back home and be able to relax.

Sunset didn't know what else to do, other than listen to some music on her phone or read a magazine, but she couldn't go and play some VR games because who knows if the place'll get a phone call or if someone walks in and asks to schedule a time they can come in and play games. Sunset was bored out of her mind, standing near the entrance behind the desk. With a sigh, she strolled through her songs to see what she could listen to, just anything at all to pass the time.

About 10 minutes before her lunchbreak, something strange happened. One minute, all of the TV screens were on, then suddenly, they all turned off. Same happened with the lights. And not just the ones in the gaming corner, but all around the mall, which was bizarre.

"What the? What's going on?" Sunset asked. She the front desk to check the TV screens. Suddenly, the TVs turned back on and a strange logo appeared on the screen. It wasn't like any other logo she's seen, but something about it told her this was something very bad. Her hunch was right. The wires from inside the wall suddenly burst out and try to grab Sunset. She jumps back. They try and grab her again and she jumps to the side, then they start to chase after her, but she runs out of the shop.

Panic rang throughout the mall. People were screaming and running from what looked like lightning strikes from certain mall stores. Sunset ran through the mall and headed towards the exit. Everywhere she looked, the same logo appeared on every electronic screen.

Sunset finally made it outside the mall and thought it was safe to call her friends. She dialed Twilight's number, then waited for her to pick up. The more she waited, the more anxious she was getting. "Come on Twilight, answer the phone, this is an emergency, for crying out loud!" she said.

Finally, she heard her friend's voice. "Sunset?" Twilight asked over the phone.

"Twilight listen to me, something's wrong! Everyone in the mall is being attacked! I don't know what it is, but I need you here right away! Can you meet me at town square?" Sunset asked.

"If by something wrong, do you mean that there are crazy bulky wires trying to electocute you? Because that's exactly what happened to me and some of my classmates!" Twilight replied.

"Did all of this start happening this weird logo appeared on your screen?" Sunset asked

"Yeah, it appeared on my laptop!" she confirmed.

"Alright, tell the other girls to meet me in town square and we'll figure out a way to stop this! And whatever you do, stay away from any kind of electronic building! Be careful," With that beind said, Sunset hung up, running as fast as she can to her destination. Now that her attention is brought back to her surroundings, she's left speechless cracks in the ground begin to form. Traffic lights were blinking, cars were scattered in the streets while crashed into some lamp posts and a few fire hydrants.

"What is going on around here?" Sunset asks, still running. Taking out her phone, she wastes no time in calling the rest of her friends.

Finally arriving at Town Square, the whole gang shows up and all of them seemed pretty shaken up. "Okay girls, we all know why we're here," Sunset said.

"You bet I know why. Everything's gone haywire! What's up with the street lights and the buildings? That freaky logo on the screens are everywhere!" Rainbow added.

"It just doesn't make sense. It's like the moment that logo showed up, everything electronic in the city went haywire and is now completely hostile. We have to find out what's going on and soon, otherwise everyone'll get hurt, or maybe worse," Twilight said.

"Yes, I understand, darling. But how are we going to find the source?" Rarity asks.

"Why don't we try and track it down using some sort of virus detector?" Fluttershy asks.

"Well, we could try to use my laptop, but I don't know if it's still operational," Twilight said, reaching into her backpack and pulling out her laptop. "Here goes nothing."

Twilight soon opened up her laptop and upon turning it on, nothing happened. The logo didn't appear on the screen like it did before. "Alright! Now let's track it down!" Rainbow said.

"Not yet, first I have to install a program that'll prevent that logo from appearing again," Twilight said.

She sat down on the bench and got to work on her anti-viral protection program. It took merely a few minutes to finally get it up and running, but she did it. Now she focused on tracking down the source by installing an advanced tracking app on her laptop. Within a few more minutes, she picked up a signal.

"Okay girls, I got a hit! Now I just gotta type in the address in my phone and we should be good to go," Twlight said, doing just that.

"Alright! Way to go, Twilight!" Pinkie exclaimed. However, Pinkie's cheering was soon cut short when the ground started to rumble more violently. Danger was drawing near and the girls all had to act fast. Once Twilight had copied the address onto her phone, she followed the trail with the others close behind. Cars beeped and street lights were shattering and the ground continued to rumble.

It didn't take long until the ground started to crack and bolts of lightning shot out. The girls ran as fast as they could while avoiding any contact with the lightning.

10 minutes went by and finally, they reach where the source is coming from. They all stare in bewilderment as the source was coming from an abandoned factory on the outskirts of Canterlot City. Twilight double-checked to see if her phone isn't on the fritz or if there was a glitch in it.

"This looks like the place," Twilight said.

"Are you sure? It doesn't look like it's been used for years," Fluttershy said.

"Not to mention it might collapse at any second," Rarity said.

"No, the factory may be old, but it's not old enough to erode and fall to the ground. Judging by the structure, it should be able to stay in tact for a long time. Now, let's head inside and check the place out, but we gotta hurry, Canterlot City won't last much longer," Twilight explained.

"Alright. Come on, girls. Stay close and don't get separated," Sunset said.

The gang crossed the bridge and headed inside the factory. As expected, the place looked deserted and not a single person was in sight. Suddenly, "Twi, Sunset, look down there, quick!" Applejack said, pointing at something down on the bottom floor with her eyes wide.

"What's wrong, Applejack?" Sunset asked, running up to her. Sunset looks down at the direction of where she's pointing and looked just as surprised as her. It seemed that AJ spotted an elevator. "Girls, Applejack spotted an elevator, maybe the thing still works!"

"We won't know unless we find out for ourselves, but how do we get down there?" Twilight asks.

"Easy, just do this!" Rainbow runs over to the ledge and then jumps off. The girls got scared and tried to stop her, but she ended up grabbing onto a rope and swung down safely. "Ta-da!"

"Rainbow Dash, have you lost your marbles?! What if you didn't grab it like you planned! Don't you ever scare us like that ever again!" Rarity scolded.

"So-rry, jeez, I was just having some fun," Rainbow shrugged.

"Here, I'll get us down there safe and sound," Rarity said. Placing her hand on her geode, she conjures up diamonds under her friends' feet, including herself and levitates everyone down to the bottom.

"Thanks, Rarity," Sunset said.

"Anytime, darling," she replied with curtsy.

"Alright, time to get to the bottom of this! TALLY-HO!!!!!" Pinkie hollered, running into the elevator. The others all ran inside and Twilight pushed the button. The elevator doors closed and everyone descended down into what Twilight to be the heart of the entire factory.

The elevator comes to a stop and the doors open up. Twilight blinks in surprise. Somehow, much to everyone's surprise, the factory wasn't completely abandoned. Right before their very eyes, a group of people, probably around the girls' ages had arrived at the factory before them. The group standing before them seemed to be just as surprised as they were.

"Uh... wh-what's going on here?" Twilight asked.

"We should be asking you girls the same thing. How'd you find this place?" the pink-haired girl asked.

"Um, we tracked the signal from that logo that keeps popping up everywhere in the city, duh!" Rainbow said, making the other girls facepalm.

"Rainbow, this is no time for jokes! I'm sorry for the intrusion, but we arrived here in order to put a stop to whatever was causing trouble around the city," Sunset added.

"Well, you're here now, so we might as well give you the rundown," said the pink-haired girl.

"But first, you have to promise us that you can keep a secret. We don't want anyone else outside the group know what we do here," said the blonde guy with glasses. The girls nod. "Alright..."

Virtualization

Author's Note

There you go guys, the 2nd chapter is up and running. I will tell you guys that I had a bit of difficulty making the outfits for Rainbow Dash and Fluttershy, but it was well worth it and now I hope you all enjoy it and many more to come, so keep on bronying on everypony

Virtualization

"Alright, here's the rundown. First off, the activity that's been happening in the city is all due to this dangerous program that we know as XANA. It's like a deadly virus," said the guy with glasses.

"How do you know all of this?" Twilight asked.

"Because at one point in our lives, we actually fought against XANA. It was back at our old school, Kadic Academy when we were just junior high school students. XANA's caused a lot of grief and panic to everyone there and I was in the process of trying to come up with an anti-XANA program. During the many fights we had with XANA, he took the keys to Lyoko hidden in Aelita's memory in order to escape the super computer. He also tried to destroy this virtual world called Lyoko, so we wouldn't be able to fight him off. At one point, he took one of our most recent members of the group: William and used him as a dangerous weapon against us and even succeeded in destroying Lyoko. But thanks to Franz we reprogrammed Lyoko." he explained.

"How awful!" Rarity said, shocked.

Wait a second, if you fought XANA once before, then why did he suddenly reappear?" Twilight asked.

"Yeah, don't tell me he's been taking a break or something!" Rainbow added.

"Well, at first we had some help from Franz Hopper, the creator of Lyoko. He has some data he transferred to me in order to complete my program to destroy XANA. In the process, he sacrificed himself to save Lyoko, his daughter, Aelita and the whole world. Aelita launched the program and we thought we had destroyed XANA and we went on with our normal lives. But now... it seems that my program wasn't enough. XANA must've hid a fraction of himself somewhere in the network, slowly regaining his strength. Now that he's back, we'll have to give him all we've got in order to shut him down for good," he finished.

"Oh yeah, we should probably introduce ourselves. Name's Odd. Odd Dellarobia," the man with the pointy, blonde hair said, waving at the girls. He wore a purple hoodie with light and dark purple pants.

"My name's Aelita. Aelita Schaffer's my full name, but I'm known to others as Aelita Stones. but you probably know my first name already. Nice to meet you," Aelita said. She had on a long-sleeve dark purple shirt with pink trims, pink pants and dark pink boots. She looked like she was very close to the one with glasses.

"It's nice to meet you, I'm Jeremy Belpois," the one with blonde hair, wearing glasses said. He wore this thin blue sweater and tan pants.

"And I'm William Dunbar. Yes, I was the one who got taken over by XANA. But that was on me because I couldn't stop showing off. But I've changed since then and I'm not gonna let it happen again," William said. He seemed to be the oldest in the group. He had on a faded green jacket over his shirt, which was black and had red trims and a sign on the chest area, but none of the girls could make out what it says. His pants were a faded blue color and he the tallest of everyone in the entire group.

"Ulrich Stern, but you can just call me Ulrich," he said. Ulrich had brown hair and wore a light green open shirt over his dark green shirt underneath with faded blue pants just like William.

"Yumi Ishiyama's my name," Yumi said. Black seemed to be her color, considering her outfit. Black shirt, black pants and black shoes, though she did have these cute blue star stickers on lower left hand sie of her shirt, but that's just about it.

"My name's Sunset Shimmer and these girls are my best friends Twilight Sparkle, Rarity, Fluttershy, Applejack, Pinkie Pie and Rainbow Dash," Sunset gestures to herself and the girls.

"Great, now that introductions are over, can we hurry up and get into the scanner room? There's still a lot of people getting hurt out there!" Odd said impatiently.

"Yeah, I know, Odd, I'll start up the virtualization process right away. In the meantime, you girls can either stay up here and watch what happens through my computer monitor, or you can join up the others and fight off against XANA on Lyoko. It's up to you," Jeremy offered.

Sunset and her friends all looked at each other. "Hmm, maybe I'll give it a shot! I want to help kick some XANA butt on this "Loko" place, or whatever it's called!" Rainbow blurted out.

"Hey, doesn't that sound like a certain little purple cat we know?" Ulrich remarked, grinning at Odd.

"Whatever, at least I look way cooler when you'll ever be with you, Mr. Samurai," Odd remarked.

"Not in a million years," Ulrich argued, chuckling.

"If you boys are done arguing, then hurry up and hurry up and get in the elevator!" Yumi intervened. Ulrich and Odd had stopped right away and got onto the elevator with the others. Rainbow and, surprisingly, Fluttershy followed the group into the elevator. Aelita pushed the button and the elevator took them further down and stopped 15 seconds later. The door opened up and lo and behold, Rainbow Dash and Fluttershy gasped at the sight of these three cylinder cabins that were set up around the center of this circle.

Jeremy's voice was soon heard over the speakers, but Rainbow and Fluttershy couldn't see them. "I'm sending you all into the glacier region. Odd, Ulrich, Yumi, you go first!"

"Understood," Yumi said. So Odd, Ulrich and Yumi all stepped inside the scanners. The doors closed on them and Fluttershy got a little worried at first.

"Transfer Ulrich! Transfer Yumi! Transfer Odd! Scanner Ulrich! Scanner Yumi! Scanner Odd! Virtualization!" Jeremy said over the speakers.

Shortly afterwards, a light flashed from the tiny cracks in the scanners. Once the doors opened up, Odd, Ulrich and Yumi were completely gone. Not a single trace of them could be found. Next, Aelita and William entered the scanners before Jeremy could tell them.

"Alright, now it's Aelita's and Wi--" Jeremy said before Aelita cut him off.

"Under control, Jeremy, we're all set and ready to go," she said.

"Ready when you are," William added. Soon, the doors closed on them, too.

"Transfer Aelita! Transfer William! Scanner Aelita! Scanner William! Virtualization!" Jeremy said. The same process happens to those two and right away, the doors open up, empty and ready to be used. "Alright girls, it's your turn, head for the scanners and I'll teleport you both to Lyoko."

"A-Are you sure it's not gonna... hurt?" Fluttershy asked.

"Don't worry, everyone else did it before and they reached Lyoko safe and sound," Jeremy reassured. "Now, are you ready to take the big jump?"

"You bet I am! Let's do it! Come on, Shy! Let's go!" Rainbow said, energetically.

"Uh... umm... o-okay then," Fluttershy stuttered. Both girls stepped into the scanners. "Okay Jeremy, w-we're ready for you to begin."

"You got it. Now just close your eyes and take a deep breath," Jeremy said. Fluttershy did so and ignored the sound of the doors closing. The scanner began to make these strange noise, but Fluttershy remained calm and kept her eyes closed. "Transfer Rainbow Dash! Transfer Fluttershy! Scanner Rainbow Dash! Scanner Fluttershy! Virtualization!"

And so, the virtualization process began and both girls and feel themselves leaving the real world and entering the virtual world of Lyoko. The light surrounding them shined as bright as the sun and vefore they knew it, they felt their bodies being digitally constructed on Lyoko from above the ground before falling down onto the round in front of the others.

"Gah!" Rainbow exclaimed.

"Ouch!" Fluttershy exclaimed. The ladies picked themselves up and took a gander at their new outfits. "Oh my, look at you Rainbow Dash. You look... amazing!" she complimented. Rainbow Dash's outfit was a blue tank top with her signature cloud shooting a rainbow lightning bolt on the front. She also wore black combat pants with matching combat boots. Attached to her boots were these rainbow-colored leg guards with spikes on them. On her arms, she had on these gauntlets with these weird rainbow orbs embedded on the back-hand parts and also had spikes on it, except for the hand areas. And for the cherry on top, Rainbow Dash had this spear on her back and the blade of the spear was rainbow colored.

"Get a load of your outfit, Fluttershy!" Rainbow said, pointing to Fluttershy's new outfit. She seemed to be wearing a white dress with these purple trims and wore dark purple pants with white boots that matched her beautiful angelic dress. Reaching her sides, Fluttershy grabbed these two golden rings, which looked a lot like angel halos and they seemed to be glowing a little. But that's not all, on Fluttershy's back, a pair of wings formed from what looked like light energy, so they weren't solid. However they were pretty.

"Oh my... am I an angel?" Fluttershy asks, twirling around in the air, trying to see her wings. "It's so beautiful... but what are these rings for?" Fluttershy asked, curious.

"Well, you never know, maybe you can use them as throwing weapons," Ulrich said, getting both girls' attention and they were surprised of what the gang looked like. Ulrich had on this impressive yellow and brown samurai outfit with two swords sheathed behind him.

Odd was dressed up as some giant purple cat with a picture of this little dog on his chest and shoulder pads that Fluttershy found absolutely adorable.

Yumi's outfit looked like a purple and pink body suit with shoulder pads that had sakura flower stickers with the addition of these two tessen fans she carries.

Aelita had on the pink bodied suit with some sort of wrist band with a star on it.

As for William, his outfit looked like a black bodied suit and held this bulky Zweihänder. Though, there was just something about his suit gave him a sort of dark vibe.

Meanwhile back in the Super Computer room, "We'll figure it out later, but first, you two have to follow the group and help Aelita deactivate the tower," Jeremy said.

"A tower? What's so important about this tower and what do you mean by "deactivating it?" Sunset asked. "Does it act as a link to something or is it more dangerous than that?"

"Yeah, I'm curious, too," Twilight said.

"Well, on Lyoko, there are multiple towers in each of the 4 sectors, including Sector 5, but I'll tell you about that place later when I got time. As for why the towers are important, we gotta deactivate them because they're portal between Lyoko and the outside world. When they're red, it means their activated and XANA can use this as a means to cross over into our world and wreak havoc," Jeremy explains.

"Ah wanna know why this here XANA would want to wreck our city," AJ said.

"His goals are probably the same as they were back when we were about to stop him for good: XANA probably wants to build a robot army in order to enslave all of humanity. One thing's for sure is that he's not gonna go down without a fight this time. And we'll have to give it everything we've got in order to stop him once and for all," Jeremy said. Suddenly, the computer started rapidly beeping for some reason. "Hmm? Everyone, get ready, XANA's sending out in two megatanks and two tarantulas!

Back on Lyoko, "No sweat, Einstein, we got this," Odd said, cracking his fingers while grinning. "Alright ladies, let Odd show you how to beat a couple of measily monsters!" he bragged.

"Oh and Odd, before I forget, I've modified your outfit so you can be able to rapidly shoot 3 laser arrows from both of your hands and you'll have twice as much as you did before," Jeremy said.

"Thanks a lot, Einstein. That just makes my job a whole lot easier," Odd replied. Stepping out in the open, he can see one of the monsters approaching him. Rainbow Dash and Fluttershy notice this huge black ball coming towards them and when it stops, it splits open, showing the same logo they saw all over the city. The symbol started to glow and the monster fired its beam at the group. Everyone dodged out of the way while Odd moved in, shouting out at the monster. "How about this, you oversized bowling ball! LASER ARROW!!!"

Out from the tips above his hands, these tiny arrows aimed straight at the megatank, hitting it right on the symbol, which seemed to be its weak spot from Rainbow's and Fluttershy's perspective. It explodes upon impact and its remains get devirtualized after that.

"Don't celebrate just yet, there's still one more megatank and two tarantulas," Jeremy said. Right on cue, two more of the monsters rush into the battle. Both looked like 4-legged spiders with the same symbol on their heads the megatank had. The two tarantulas aimed their two front legs at the group, putting everyone on high alert, but Rainbow and Fluttershy remained clueless.

"W-What's going on?" Fluttershy asked.

"They're gonna start shooting, watching out!" Ulrich shouted. He sprinted into the center taking out his two katanas just as the tarantulas fire their laser cannons. Ulrich blocked each of their attacks with his twin katanas while the rest of the group pressed on the attack. Aelita took to the skys by placing her two fingers on this wrist band with a star on it, bringing out these beautiful pink wings. She proceeded to head for the other megatank that was still out on the battlefield.

The megatank quickly saw Aelita and opened up its protective shield, firing its beam at her. She quickly dodges and blasts out these small pink orbs of energy. "Energy Field!" she yells. The first one missed and only hit the shield, but the 2nd one lands perfectly just as the megatank opened back up. It exploded and devirtualized just as the first megatank did.

Meanwhile, Ulrich is trying all he can to block the tarantula's attacks, but his fatigue is starting to get to him and soon, the tarantulas landed a few clean shots, knocking him back. Yumi took the initiative and threw both of her tessen fans at one of the tarantulas, but it blasted one of her fans back at her. However, Yumi's second fan hits the tarantula, but the fan only managed graze the side of the monster's head. Yumi caught both fans and ran to get Ulrich out of the line of fire, taking cover behind a boulder.

"Nice recovery, Yumi. Ulrich, you've only got twenty life points left. You okay?" Jeremy asked.

"I'm fine, just got the wind knocked out of me," Ulrich said.

"Alright, if those guys can fight, then I can, too!" Rainbow said, bringing out her spear. "Better watch your step, little buggies, it's squishing time!" Rainbow said, confidentally.

The hot-headed rainbow athlete ran out into the battle, dodging just about all of the lasers being fired at her and jumped up high in the air. "Hey, be careful!" William called out. Rainbow didn't listen and landed on top of the tarantula, jabbing her spear right into the tarantula's head before jumping off and delivering a literal explosive uppercut, sending it flying 100 yards into the air. The monster quickly exploded and devirtualized before it ever reached the ground.

"Whoa... I did that?" Rainbow asked, staring at her hand.

"Yikes, that gives a whole new meaning to the term "punching your lights out," Odd said. Unfortunately, for the ecstatic cat boy, the remaining tarantula proceeded with its attack and fired rapid lasers at him, devirtualizing Odd and humiliating him.

Back in the scanner room, the door opens up and Odd steps out with a pouty face. "Darn it, why couldn't XANA teach those stinking tarantulas a little something called "patience?!" he whined.

Back on Lyoko, William charged at the taranula midway, then suddenly shouted, "Super Smoke!" right after that, he faded into this black smoke and continued on towards the rapid-firing tarantula. William's body reformed right behind the monster, did a backflip and slashed the monster's head. It staggered a little, then exploded before it devirtualized.

"That takes care of that. Let's hurry up before more monsters show up," William urged.

"He's right, head for the tower, but keep an eye out for any other monsters XANA might send your way," Jeremy warned, putting the team on high alert as they continued down the path. Within no time flat, they find the tower, only to realize it's heavily guarded. This time, there were 5 monsters: All of them were these strange red crab-like creatures. "Looks like you've got company."

"Don't worry, Jeremy. We'll clear up these monsters as fast as we can," Ulrich said.

"Just don't get carried away, Ulrich. You only have 20 life points left. Try to avoid taking anymore big hits, otherwise it'll be game over for you," Jeremy replied.

"Gotcha," Ulrich nodded.

After that, the group set their plan into action: Yumi, William and Aelita created a distraction by having Yumi get up close enough and throw her tessen fans at one of the crabs. She automatically destroys one of them, getting the other crabs' attention right away. William snuck underneath the right most hat and slashed upwards, dealing major damage to it and destroying it. Aelita flew around in the air in circles, causing the crabs to focus and attack her, leaving Ulrich the perfect chance to strike them.

"Super Sprint!" he exclaimed, running onto the battlefield. With one leap into the air, he lands on top of the middle crab and jabs his two swords into the symbol on the crab's head. He jumps off the moment the last two crabs had spotted him.

Aelita fires an Energy Field at the crab on the left, destroying it before it was about to fire at Ulrich. However, the remaining crab shoots Ulrich, devirtualizing him. Fluttershy gasped and all of a sudden, her halo rings started to glow and then she throws one of them. "Ray Thrust!" she shouted. Her ring traveled at blazing speed, literally cutting up the crab in half, destorying it.

The others were baffled at what they just witnessed, then realized... "Aelita, hurry! Deactivate the tower!" Yumi urged to her friend, which she did.

Aelita fazes through the tower and walks slowly to the center. She slowly levitates to the top and walks to the center up above before she finally enters the Code Lyoko. Soon, everything in the tower goes down into the pit, a clear sign the tower had been successfully deactivated. "Tower deactivated," Aelita said.

Outside the tower, the red aura surrounding it changes to a white color.

Later on, after everyone is materialized back into the real world, they all head into the super computer room with Jeremy and the others. "I gotta say, I didn't know you two had it in you to pull off something like that, you've got some serious fire power in those weapons of yours," Jeremy complimented Rainbow Dash and Fluttershy, making the shy one blush and Rainbow Dash feel proud.

"What can I say? I'm just that awesome," Rainbow gloated.

"But what happens now? We can't leave things the way they are right now. They city is still a big mess and everyone's pretty shaken up after what happened earlier," Fluttershy pointed out.

"She's right, how are we going to fix that?" Twilight asked.

"Well, that's easy. You see, the super computer has a program called "Return to the past." If I can enter the code, everything will return to the way they were before all of this mess started. But there is a small drawback that conclusion and it might not sound so pleasant," Jeremy said.

"What do you mean?" Sunset asked.

"If Jeremy launches a return trip to the past, none of you will have any memory of what just happened. You'll forget about the factory, the super computer, Lyoko, everything. But there is a way for you to return back in time and keep all of your memories in tact," Aelita said.

"Really? How do we do that?" Pinkie asked.

"First, you all have to make a promise that you won't tell anyone about the factory, not even your relatives or anyone else for that matter. Do we have ourselves a deal?" Yumi asked. The girls looked at each other and talked it over for about a minute or so until finally...

"We promise not to tell anyone about this place. You have our word," Twilight said.

"Alright then, all in favor of welcoming these girls into our group, say "aye," Jeremy said.

"Aye!" the group said in unison.

"Looks like you ladies are officially a part of the Lyoko Warriors," Odd said.

"Great! So, what's next?" Sunset asked.

"First, I want all of you, except for Fluttershy and Rainbow Dash to head for the scanner room. When you get there, I want a few of you to step inside for a moment, then the rest of you will go in afterwards. What I'm going to do is I'm going to have the supercomputer scan you all so that when the program is launched, you'll be able to remember everything that transpired here," Jeremy explained.

"Okay, but are you sure it's gonna work?" Twlight asked, hesitant.

"Relax, little Ms. Einstein, it's as easy as riding a bicycle, you'll be fine," Odd said.

"Uhh... okay then," Twilight said.

All of the girls, except for Rainbow, Fluttershy, Yumi and Aelita headed down to the scanner room. Once down their, Twilight and Sunset went into the scanners first. Jeremy began the scanning process on both of the girls, adding their data. Once that was done, Pinkie Pie, Applejack and Rarity stepped inside. Jeremy repeated the same scanning process on the remaining ones. After that, "Okay girls, you're all done. Come on back up and I'll launch the program," Jeremy said.

Within a minute, everyone was present and accounted for. Jeremy worked his magic and booted up the program before pressing enter. "Return to the past, now," he said.

It wasn't long before a bright white light shined out of the computer and lit up around the city, then traveled from country to country throughout the whole entire world until the light had dimmed.

Time had reversed and Sunset was back in the mall at the gaming corner all by herself. "What the!" she said, scanning the area around her. "Jeremy was right, it worked!" She checked her phone and it was set to 11:50 A.M on the exact same day as before the chaos had started.

She texted her friends in a group chat to see if they still remembered the factory. They all replied saying things like "how could I not forget," from Rarity or "you're darn tootin' I remember it," from Applejack and "Jeremy did say we would keep our memories after we went into the scanners and we did! But there's one thing he didn't do that was probably crucial before turning back time..." which came from Twilight. Sunset texted Twilight, asking her what she meant by that. And she replied with the fact that Jeremy and his friends never exchanged phone numbers in case of another XANA attack.

Sunset facepalmed herself. "How could we have forgotten than," she chuckled.

To be continued...

Manta-tory

Author's Note

Sorry for the LONG delay. I've been dealing with lots of other stories and real life stuff like looking for a job, but I finally got off my lazy behind and got to work on this chapter. I hope you enjoyed it, thanks for all of your patience and support and keep bronying on.

Manta-tory

The next day had finally come and everyone who was now a member of the Lyoko Warriors went back to their daily lives, still pondering about the incident yesterday. It became nearly distracting for some of the girls who had to work, especially for the ever so ambitious college student, Twilight. Between all of the studying she's got to do every week and the fact that the whole Lyoko thing was getting to her was mind-numbing. During her breaks, she spent most of her time in the library with mountains of books at her table.

With no way to contact Jeremy, Odd, Ulrich, Yumi, Aelita, or William, Twlight and her friends are stuck until XANA launches another attack. And to make matters worse, if she doesn't get all of her homework done by tonight, she won't have enough time to relax.

Suddenly, someone else sat across from her table. "I take it you're struggling a bit over there, you want me to come over and give you a hand?" a familiar voice asked Twilight. She blinked in surprised and looked to see, not just Jeremy, but also Aelita, sitting straight across from her. "Hi, Twilight."

"Everything okay?" Aelita asked.

"U-Uh, yeah a little. So you two actually study here at Canterlot University?" she asked.

"If I ever want to get a degree in computer science, then yes," Jeremy said.

"That's amazing. Oh, which reminds me, Sunset said we forgot to exchange numbers in case of another XANA attack, is it okay if I get your numbers?" Twilight asked.

"Oh, here, I can do that for you," Aelita said. Twilight handed her her phone and let Aelita put all of the contacts in it before handing it back to Twilight.

"And just to be sure they don't get erased, I'm gonna upload them onto the supercomputer after classes are done, that way you won't have to repeat this process again," Jeremy whispered.

"I suppose you're right. But I gotta ask, where are the others?"

"William's working at a construction sight just a couple of blocks to the West from here. Odd's working as a lifeguard at the Canterlot Beach, and lastly, Ulrich and Yumi are currently working at a pizza joint, either delivering pizzas or serving them to the customers," Aelita explained.

"They both work at the same pizza joint?" Twilight asked. "What's the story behind that?"

Both Jeremy and Aelita chuckled. "If only you had been at Kadic Academy. Yumi and Ulrich had this thing for each other, but would always insist they were just good friends. We, along with Odd and William knew that wasn't true, especially since Odd constantly teased them about it. But during our senior years in high school, Ulrich and Yumi finally got together. They still have a few squabbles here and there, but they still care for each other and we're glad we're all out of Kadic Academy for a few reasons," Aelita explained.

"Why's that?" Twilight asked.

"There was always this girl who gave us a lot of trouble: her name was Elizabeth Delmas and she happeend to be our old principal's daughter, but she was usually referred to as Sissi. She had a thing for Ulrich, but he never had a thing for her. She gave us all sorts of trouble, but on the day we were gonna shut down the supercomputer, we told her she can be friends with us as long as she doesn't cause trouble in our group and she held up her end of the bargain," Jeremy said.

"Oh, well that's nice to hear. Say, do you two think you can help me out? I've got a lot of assignments to finish and I'm not sure if I'll be able to get them all done in time," Twilight said.

"Sure, but for a little friendly advice, you might want ease up a little bit. I mean, look at all of those books you've got stacked up, are you studying for all of these?" Aelita asked, gesturing to the tower of books.

"Well, not all of them, I actually want to read some of them for fun," Twilight said.

"Sounds to me like we've got another genius in the group already," Jeremy said. The three of them silently laughed, knowing full well they were still in a library.

Meanwhile, back at the factory, within the scanner room, all of the scanners were powering up and opening up their doors, letting out the steam. And from inside all three of the scanners, three creatures fly out and let out a screeching noise.

Back at Canterlot University, "Say, Twilight. If you don't mind me asking, where'd you get that lovely necklace, did you have get custom made?" Aelita asked. The lavender egghead looked down at the geode hanging from her neck and turned back to her pink-haired friend.

"You wouldn't believe me, even though I'm about to tell you what it is," Twilight said.

"Why? Is there something special about it?" Aelita asked again.

"I'm curious, too," Jeremy said.

"Well, I guess I can tell you what it is. On the outside, it looks like a perfectly custom-made geode, but what people don't know is that it holds magic powers. The same can be said for my friends. For instance, Applejack's geode can give her incredible superhuman strength. Rainbow Dash's geode gives her super speed and mine gives me the power of telekinesis. It may sound farfetched, but it's the truth," Twilight whispered.

"Magic? I didn't know such a thing was possible," Aelita said, surprised. "Where'd you get it?"

"My friends and I got our geodes during our weekend trip at Camp Everfree. I won't go into much detail, but I will say we used them to help the owners. And at one point, I was starting to fall for this guy, Timber Spruce, but during my free time, I realized I wasn't ready for a relationship. So, I met up with him one day and told him that we should just be friends," Twilight explained.

"I see. Well then, how about we--" Jeremy was cut off by the sound of people screaming in terror. The Three of them jumped in surprise and looked out the front door of the library.

There were indeed people screaming and running around in terror. Something was probably chasing them and what tipped off Jeremy was the sudden beam that struck from above. What Jeremy and Aelita saw next shocks the two, but Twilight was completely clueless. From above, a group of white and blue-colored flying mantas descended, firing at the students and things only got worse when they looked in Jeremy and Aelita's general direction and fired a few beams at them.

"Mantas? Oh no, not again!" Aelita said.

"XANA's launched another attack. This is the 3rd time he's materialized his monsters into our world! Quick, we have to get to the factory!" Jeremy said. He, Aelita and Twilight all rushed out through the emergency exit, running as fast as they could away from the mantas. Aelita and Twilight got out their phones and called their friends, alerting them of XANA. The mantas still came after them, shooting their beams at Aelita, Jeremy and even Twilight, hinting that XANA knows Twilight and her friends are in league with the Lyoko Warriors.

One of the beams eventually shot Jeremy in the arm and he nearly fell, but caught himself. He was still affected by the heavy impact of the beam, which slowed his movement a little.

"JEREMY, WATCH OUT!" Aelita yelled out. The manta prepared another beam attack until a rainbow blur sped past the group and soon, Rainbow Dash appeared and grabbed the manta's tail, pulling it down, and at the same time, Ulrich rushed into action and jabbed a pointy metal staff into the back of the manta where the monster had on the symbol of XANA. Small sparks of electricity shot out of the mantas back and soon, it powered down and collapsed to the ground, not moving.

"Perfect timing, you two," Jeremy said.

"Hehe, no problem. What would you do without us?" Rainbow said.

"Please, one Odd is more than enough. That aside, we'd better head over to the factory. Who knows how many more of these monsters XANA will sicc on us," Ulrich said.

"I agree. Come on and follow us," Jeremy said. So, everyone fled from the chaos and headed off to the factory, trying their hardest to avoid anymore flying mantas along the way. As they reached the bridge leading to the factory, however, lady luck was not on their side. 3 flying mantas circled over the entrance. "Drat, we can't get anywhere near the entrance without stirring up a commotion!"

"Well, if that's the only way inside, we've got no choice. I'll try and distract the mantas and lead them away from the factory while you guys head inside," Ulrich said.

"You, distracting three flying fish food all by yourself? No way! This is gonna be a team effort, so we're gonna take on these freaks together!" Rainbow said, pumping her fist. Ulrich was clueless on where she gets all this confidence from and went so far as to compare her to Odd.

With a sigh, Ulrich agreed. "Alright, I'm gonna distract them while you jump onto their backs. That is if you can even jump up that high.

"Oh, jumping won't be necessary," Rainbow said confidentally. She quickly grabbed the geode hanging around her neck and soon, these weird ears popped out from both sides of her head. Another thing he found strange was the wings on her back. Ulrich became more dumbfounded when she moved at high speeds, leaving a trail of rainbow behind.

"What in the sam hill?!" Ulrich exclaimed, shocked. One second she was next to him and now she's directly on top of one of the mantas.

And it looked like Rainbow didn't just have speed when it came to running and flying, her punches seemed to be moving pretty fast, too. The manta she was punching screeched out in pain and eventually collapsed onto the ground and didn't move an inch. All that came out of the manta was electricity and smoke.

"Incredible!" Aelita said in astonishment.

"What in the world was that?!" Jeremy asked, shocked at what he saw.

"That's Equestrian magic, but I'll explain later. We gotta hurry and get inside!" Twilight urged.

"You guys go on ahead, Rainbow and I will take care of the mantas and lead them away from the factory, there's no telling when the others'll get here," Ulrich implied. Everyone else was in agreement and soon, Rainbow and Ulrich got the last two mantas' attention and lead them away from the entrance to the factory, giving the rest of the group the chance to head in. One at a time, they swung down the ropes and entered the elevator, heading straight down into the super computer.

Jeremy got up in his chair and booted up the super computer. He then proceeded to check and see which of the sectors has an activated tower.

Meanwhile, back in the city, people were either running scared or hiding someplace where the mantas won't find them and hurt them. But the same can't be said for the remaining Lyoko Warriors. Applejack was just about to head home after she finished delivering fresh apples to the market. But as of right now, she's stuck in traffic and everyone's abandoned their vehicles, including Applejack. And she was face-to-face with a flying manta that was firing beams at her.

Applejack jumped to the side, paying close attention to the manta. She also looked around her to see what she can use to fight back. The manta decided to make things harder for her by circling around her and firing shots at her to keep her from advancing anywhere.

"Dagnabbit! This ol' flyin' fish is really gettin' on this gal's nerve. Ah gotta find a way to git passed it!" Applejack said, dodging the attacks. Applejack was running out off options, so in order to improvise, she hid behind one of the abandoned cars, unlocked the magic in her geode, and picked up the car before throwing it at the manta, knocking it back, but not knocking the monster out. Applejack finally took this window of opportunity and fled from the flying manta to get to the others.

The flying manta, however, refused to let AJ out of its sight and flew towards her. "GERONIMO!!!" shouted Odd's voice, and just in time. Sure enough, just as the flying manta was going in for a close-range shot, Odd literally jumped into action with a very sharp pole in hand and jammed it into the manta's back.

And just like that, the manta shut down and collapsed to the ground with a fading screech. "Heh, talk 'bout perfect timin' there, Ah thought Ah was a goner!" Applejack said. "If Ah had waited any longer, then Ah'd be on the menu fer that there flyin' fish food." But not even this victory could last when she and Odd heard more mantas screeching from down one of the blocks.

"We'll really be fish food if we don't get out of here soon!" Odd said. Applejack agreed and followed Odd just before the mantas could find them.

Meanwhile, the rest of the Lyoko Warriors had a bit of trouble of their own: Yumi grouped up with Pinkie Pie and Fluttershy, holding off any flying mantas that might target them or the people in Sugar Cube Corner, including the Cake family, who's kids were scared stiff. Conveniently, Pinkie Pie had enough party cannons to pack more than enough punch to not only hold off the enemy, but to also pack more explosive punch.

"Alrighty girls, on my count!" Pinkie commanded, holding her arm up.

"I'd ask where and how you got these cannons, including those strange ears you've grown, but I'd rather ask if these cannon even work," Yumi said. And she had every right to have her doubts, considering she's never met Pinkie, nor did she quite grasp how Pinkie Pie's unpredictability can be come in handy. And she was about to find out right now just how handy she can be.

"3! 2! 1! FIIIIIIIIIRRRRRREEEEE!!!!!" Pinkie shouted. Right on cue, Fluttershy, Yumi and Pinkie Pie fired the party cannons and blasted the 3 mantas up in the air.

First, the party cannon Pinkie controlled had sprinkles inside of it and with the amplified magic powers emitting from her geode, ponified Pinkie Pie gave the sprinkles some extra kick in them, making them explode upon contact with the manta. The party cannon Yumi was in control of had water in it and once it made contact with the manta, it short circuited and collapsed to the ground. The party cannon Fluttershy handled was also filled with water and was fired directly at one of the flying mantas.

However, only two of the mantas got destroyed while the last one dodged by flying up higher into the air. That flying manta was the one Fluttershy was aiming at. However, seeing how much of a threat the girls can be, the manta takes the easy route and flies off towards its other targets.

"That's weird, why is it leaving during the middle of our blowout?" Pinkie asked. "Hey don't be such a party pooper and get back here right now!" she shouted, but Yumi placed her hand over the party-thrower's mouth, trying to quiet her down. Pinkie stared directly at Yumi out of curiosity. Yumi shook her head as a warning to try not to provoke XANA's monsters.

"Let's focus more on our friends, they could be in danger," Yumi implied. She reached into her cell phone and then dialed up William's number. He picked up on the 1st ring. "William, it's Yumi! Are there any mantas coming after you and the others who are with you?"

Meanwhile, in the Canterlot Central Park, "As a matter of fact, they are! And this might sound crazy, but apparently Rarity's got some kind of magic powers and she's using it to shield us from the mantas' attacks, it's gonna be next to impossible to be able to get to the factory. Tell Jeremy, Aelita and whoever's with them that we may or may not be able to make it," William said.

"Rarity's protecting us for now, but we don't know how much longer she can keep this up," Sunset yelled, making sure Yumi can hear her.

Meanwhile, outside Rarity's magic gem dome, 4 mantas were hovering around them, firing off rapid shots, trying to break through the fashionista's defenses.

"Alright, if it comes down to it, we'll try and head over as fast as we can after we've notified Jeremy," Yumi assured on the other end before both of them hang up.

Not long after that, Jeremy received the call from Yumi and immediately got the rundown on what's keeping the others and understood the situation. Afterwards, he checks the screen on the super computer. "Okay, I've spotted the activated tower. It's Northwest in the mountain sector. Twilight, this'll be your first time going to Lyoko, so brace yourself for what you're about to face," he said.

"We don't have much of a choice," Twilight said, understanding the situation.

The lavender bookworm followed her fellow pink-haired bookworm friend into the elevator and both headed straight down into the scanner room. Aelita and Twilight stepped inside and soon...

"Transfer: Twilight! Transfer: Aelita! Scanner: Twilight! Scanner: Aelita! Virtualization!" Jeremy said. The scanner doors closed and soon as the girls were scanned, they closed their eyes and felt themselves being reconstructed and virtualized into the mountain sector.

Once there, Aelita and Twilight drop down with only Twilight not anticipating her fall. "Ouch!" she yelped before picking herself back up. Aelita looked back at Twilight and was astonished with her outfit. Twilight had on a dark purple cybernetic body suit with bright pink neon lights. On the back of each glove, she had these strange disks equipped, probably for attacking and defending.

Twilight checked out her gear and was amazed herself with these new gadgets. "Wow, impressive. But, what am I supposed to do with these disks?" she asked.

"No time to explain, the tower is due north from your position, about 120 meters. Hurry, you've got to deactivate the tower and watch out for monsters," Jeremy warned.

"Come on, Twilight, follow me," Aelita said.

Twilight did so without question. The two girls quickly travel across the mountain sector while at the same time keeping their eyes peeled. Sure enough... "Watch out, girls. 3 hornets are coming your way! I'm sending you the overwing right now," Jeremy said. Twilight was tilted her head at the sight of what looked like some sort of hover scooter being virtualized in front of her.

Aelita hopped on and gestured Twilight to jump on as well. Twilight did so, but was hesitant at first. After boarding, Aelita flew the two of them in the direction where the hornets were coming from. Twilight was shocked to see what they looked like in this world and how big they were.

"Oh, this is not gonna be good," Twilight said right before the hornets fired beams at them. Twilight slightly ducked while Aelita swerved away from the blasts. The lavender bookworm wasn't sure how to fight back against the hornets and all she had on her were the disks attached on the back of her gloves. Taking one of them off, she trying throwing them at one of the hornets. "Take that!"

However, the hornets dodged out of the way. It was only the first throw, but she was already frustrated and clenched her fist tightly. Suddenly, the disk... changed direction and somehow managed to hit its intended target, devirtualizing one of the hornets before returning to Twilight.

The disk quickly re-attached itself to the back of Twilight's glove. "Not bad for your first try. But we've still got quite a ways to go if we want to get to the tower," Aelita said before flying her and Twilight off at full speed. The hornets were still hot on their tail, but with her newfound abilities, Twilight disconnected one of her disks from her glove and threw it at the hornets. She knew the hornets were gonna dodge it, but she planned ahead and clenched her fist, focusing her mind, causing her disk to redirect and hit the hornet that dodged. At the same time, the last remaining hornet fired its beam at the girls.

Twilight's disk reattached itself to her glove and with some luck, she managed to block the attack.

"Nice job, Twilight! Just hold it off for a little longer, you'll be reaching the tower soon," Jeremy said. While he was observing the girls ward off the hornets, a notification popped up on the screen... a warning notification and a very very big problem was soon taking form. "Oh no... it... it can't be! Not now!"

"Jeremy, what's wrong?" Aelita asked from Lyoko.

"Aelita, Twilight, be careful when you reach the tower, you're about to say hello to an old friend. Whatever happens, you can't let it hit you or we won't be able to deactivate the tower!" Jeremy warned.

"What are you talking about?" Twilight asked from Lyoko

"Let's just say that compared to the hornet tailgating you, this monster won't be so easy," he said. Jeremy then types on the keyboard, trying to get a hold of everyone else.

Meanwhile, back in the park, the flying mantas were still firing their beams at Rarity's gem dome. Rarity was losing most of her strength pretty fast.

Just then, "Rarity, take down part of the shield, I'm gonna try and create a diversion!" William said. Rarity's eyes widened to the craziness that was spat out of William's mouth

"William, no! You'll get hurt!" Sunset said.

"We don't have any other choice, Sunset. It's either now or never! Once I've gotten the mantas' attention directed towards me, you take Rarity to safety and then I'll find a way to destroy the mantas' and head to the factory to help out the others!" William explained.

"William, deary, you can't be--" Rarity said, struggling to keep the shield from disappearing completely.

"This is no time to argue, just do it!" William urged the fashionista. Rarity didn't argue any further and opened up part of the shield, allowing William to run out and grab 2 of the mantas' attention. They screeched and flew off towards their ex-right hand man of XANA, continuing to fire their beams at him.

Suddenly... "CHAAAAARGE!" shouted a group of people. Just as William was about to turn the corner, most of the gang had rushed over to help.

Odd, Ulrich, Yumi, Rainbow Dash, Fluttershy, Pinkie Pie and Applejack had arrived on time. Rainbow Dash flew on top of one of the mantas' backs and jabbed her fists on it rapidly. The manta screeched in pain and tried to shake off the flying diva. Meanwhile, Odd charged at the other manta and leaped onto its back when it flew down low enough to try and deliver a close-range shot. Still having a sharp pole in his hand, he jabbed it right in the center of the XANA symbol, shutting the manta down.

"Perfect timing, you guys," William said.

"What would you do without me?" Odd said. William, Ulich and Yumi all shook their heads from their blonde pointy haired friend's bragging. "What?"

"No time to brag, Odd, we've gotta help the others," Ulrich said.

"I'm heading off to the factory to help out Jeremy and Aelita. They might not be able to pull this off if Aelita's got no one else Lyoko with her. You guys help the other girls," William said.

"Alright, but don't let the Scyphozoa catch you again!" Yumi warned.

"I won't... not this time," William said before he ran off. With the others fending off the remaining mantas, William took out his phone as he turned the corner ran at full speed. He dialed Jeremy's number and waited anxiously for him to pick up. On the 2nd ring, his voice was heard. "Jeremy, I'm on my way to the factory! How is everything going so far on Lyoko? Is Aelita pulling through okay?"

"Yes, Aelita's on Lyoko right now with Twilight. Where are the others?" Jeremy asked over the phone.

"Let's just say they're playing with the fishes and those fishes are starting to play a little rougher than usual, I'm not sure how long they'll last," William said.

"Alright, get here as soon as you can, I'll be waiting," Jeremy said.

"Gotcha. I'll try to get there as quick as I can," and afterwards, William hung up and sprinted on ahead.

Meanwhile, back at the factory. "Aelita, Twilight, William's on his way. Just hang in there a little longer and backup will be on the way," Jeremy said.

"Don't worry, Jeremy. I can see the tower. It's almost within reach," Aelita said from inside Lyoko. Just then, Jeremy's monitor started to beep. He checked to see what was going on and just as he expected, the tower isn't exactly going to be easy to get to.

"Girls, be careful, XANA's got 2 bloks and a tarantula guarding the tower. Twilight, you've got to make sure Aelita doesn't get de-virtualized or there'll be no one to deactivate the tower!" Jeremy said.

Meanwhile in Lyoko. "Consider it done, Jeremy. Let's go, Aelita!" Twilight said, feeling a little more confident. Not wasting anymore time, Aelita put the overwing at full speed and flew down low just above the path, heading straight for the activated tower. Both girls spotted the monsters that were guarding the tower and prepared themselves as they closed in on their enemies. Twilight's eyes locked on two monsters she's never seen before, which looked like a pair of yellow blocks. To top it off, the blocks both have the same XANA symbol just like the tarantula in the middle.

"Get ready to jump, Twilight. And be careful with the bloks, they're just as dangerous as the tarantulas. they can shoot regular beams either between a few seconds or rapidly. Beware of their freeze beams, avoid them at all costs and watch out for their ring beams. Either move to the side or jump through the rings and you should be just fine, okay?" Aelita asked.

"Y-Yes," Twilight confirmed nervously. Right after explaining the gist of the enemies, Twilight realized... "Wait, where do I hit the bloks?" she asked.

"Their weak spot is where they attack! Hit the XANA symbol, any side!" Aelita confirmed.

However, the bloks gained the upper hand by blasting a few rounds at the Overwing. The impact of each beam that struck it caused it to blink and devirtualize. Aelita grabbed Twilight's hand and jumped off onto the path just before they nearly fell off-balance while still on the Overwing. The bloks continued to fire at the girls, but Twilight got in front of Aelita blocking most of the attacks with her disks.

"Energy Field!" Aelita exclaimed, throwing a pink energy ball one of the bloks. The attack misses, sadly, and soon the blok who almost got hit aims for Aelita. Twilight tried to guard Aelita, but ends up getting a beam struck onto her shoulder and shrieked upon impact.

"Let's see how well you do against this!" Twilight exclaimed. She detached one of her disks from her hands and threw it at the blok that shot her. Meanwhile, the other blok took the fight to the next level with rapid fire beams, all were hitting the center of Twilight's disk. Suddenly, her disk began to glow a bright lavender color and soon an even bigger beam fired back at the firing block. She gasped when the giant beam not only blasted the block, but it took it clean off its legs before it, along with the other blok got slashed by Twilight's disk and both got devirtualized.

"Jeremy, did you see that?" Aelita asked.

"That's only natural, I fitted Twilight's disk with a special ability to return any attacks it absorbs and make it twice and more dangerous in one blast," Jeremy added.

"Jeremy, what would we do without you?" Aelita asked happily.

"Aelita, watch out!" Twilight exclaimed. After warning Aelita, Twilight got in front of her just in time before the tarantula's attack started. The disk she threw came back to her and re-attached itself onto the back of her hand and was about to use it again, but it didn't work. "Huh? What the? Jeremy, I can't throw my disk, what's going on, is it broken or something?"

"Oh yeah, that's right, your disks need at least 15 seconds to recharge before you can use it again. But that's not the worst of it, after you used that giant beam against that blok, it's going to take both disks 15 more seconds, so for now, you can only defend," Jeremy explained.

"Great, just when I thought we had this already won," Twilight said. While she couldn't attack, Aelita gave her a helping hand by firing off a few Energy Fields at XANA's last monster. The tarantula easily dodged the first one, but barely dodged the second one. The taranula continued its barrage and Twilight continued to block its relentless attack while Aelita continued to fire back, but missed.

Meanwhile, back at the factory, the elevator doors opened up and Jeremy's eyes lock on William. "I hope I didn't get here too late," William said.

"No you got here just in time. Twilight's doing all she can to guard Aelita. You've got to get to Lyoko pronto, Twilight's not gonna last long without some additional help," Jeremy said. "Get down to the scanners and I'll go ahead and start up the virtualization process."

"No problem!" said William. He wasted no time heading down into the scanner room and then entered inside one of the scanners, allowing Jeremy to start the virtualization process.

"Here we go. Transfer William! Scanner William! Virtualization!" Jeremy said. Within minutes, William's body is teleported inside Lyoko. "The tower is located due north from your position, about 120 meters. I'll send you one of the vehicles so you can get there faster."

"No, I can get there just fine on my own. SUPER SMOKE!" William exclaimed.

The young man transformed himself into a puff of black smoke and traveled off into the direction Jeremy pointed out for him at high speeds.

Meanwhile, Twilight and Aelita were still being blocked by the tarantula's rapid fire lasers coming from its front legs and Twilight can barely hold off these attacks for so long.

"How much ammunition does that thing even have?" Twilight asked. Sure enough, her 15 seconds were finally over and her discs were fully charged. Now that she's finally able to use 'em again, she aims it at the tarantula and launches it right away. But the tarantula shot her disc back at her. Twilight dropped her guard for one second to try and catch it, but that proved to be a big mistake.

The tarantula fired off another shot, getting Twilight in the back and knocking her down. "Twilight be careful, you just lost 20 life points!" Jeremy alerted.

"Thanks for the heads up, I'll try to remember that," Twilight said, getting up. Aelita covered for her by firing off an energy field, but the tarantula dodged it before resuming its assault. Twilight got in front of Aelita and kept blocking its attacks, absorbing its beams of energy. Thankfully for both of the girls, they didn't have to wait for long as Aelita spotted a familiar black smoke approaching them.

William quickly formed out of the black smoke above the girls with his zweihander out. The tarantula focused its gaze on its master's former lethal weapon and aimed at William. It only had enough time to shoot one beam at it, which was deflected with a swing of William's blade.

As he descended, William raised his blade up high and swung it down on the tarantula's head, leaving a deep slash gash on its head where the symbol was. William backed away just before it exploded and devirtualized, giving Aelita a clear path to the activated tower. William turned his attention over to the girls with a calm smirk, holding his blade over his shoulder. "That takes care of that," he said.

"Perfect timing," Aelita replied. With the coast clear, she dashes off to the tower and enters through it. Once inside the tower, she walks to the center and levitates up high to the top level. She approaches the center of the tower once more and places her hand on a virtual pad.

The pad recognizes her handprint and displays the words "Code Lyoko." Soon, all of the data surrounding the inside of the tower descended to the bottom. Outside, the red aura surrounding the tower changed to a white color, which gives Twilight and Wiliam the clear sign that the tower was deactivated.

Back with the others, the remaining manta was preparing to fire a beam at the group of friends, but quickly stopped in place as if frozen in time.

Back in the factory, Jeremy entered the code and then... "Return to the past, now!" Jeremy said. In that moment, a light emitted from the super computer, gradually expanding worldwide, reversing time back to how things were before the mantas were virtualized.

Once time was reversed, Jeremy, Aelita and Twilight were back in the library, talking about something important, something that Twilight finds bone-chilling.

"I guess I should've figured X.A.N.A would try this again. Twilight, you might not know this, but X.A.N.A once found a way to virtualize his own monsters... thrice now," Jeremy said.

"Does that mean he can do it again?" Twilight asked.

"It's possible. The first time he did it was when I first came back to Earth after being on Lyoko for so long, only the monsters he virtualized were kankrelats. The 2nd time was during a driving test out in the Kadic Academy track and at that time, he virtualized 3 krabs," Aelita explained.

"And the 3rd time was now?" Twilight asked.

"You got it. That's why we need to take drastic measures: I'm gonna make sure to install a program where X.A.N.A can't try this trick again. You can never be too careful with these kind of things," Jeremy said.

"I guess I can't argue with you there," Twilight replied.

"Oh and another thing before I forget," Aelita chimes in. "There will be times when we have to skip class in order to save the world from a X.A.N.A attack. I hope you're prepared to that.

Right then and there, Twilight dropped her books in shock. "I HAVE TO WHAT?!" she shouts.

"Shhhhhh!!!" the other students and faculty said in unison to Twilight. The lavender bookworm sank into her seat, hiding under the table with a blush on her face. Jeremy and Aelita giggled quietly at her reaction.

"We never said being a hero was easy," Jeremy whispered to Twilight, who gave him a deadpanned look.

To Be Continued...