Code Lyoko: EG

by Azure Sandora


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