Code Lyoko: EG

by Azure Sandora


22: Selene pt. 3

Theme Song: A World Without Danger

22: Selene pt. 3

Though it was still really late at night, after telling Sunset Shimmer about their battle it was decided that they would take her to the factory as soon as possible. As such, they all went to the factory and took her to the scanner room while Twilight and Fluttershy set things up in the computer room.

“Now, ya promise not ta tell anyone?” Applejack asked. She, Pinkie Pie, Rainbow Dash, and Rarity were in the scanner room with Sunset.

“I promise,” Sunset said adamantly. Applejack nodded and turned to Dash, who pulled out her cellphone.

“She's ready Twilight,” Dash said.

“Excellent,” Twilight said, “The scanner is ready. Could you give her the phone?”

Dash handed Sunset Shimmer her phone.

“So, what's going to happen?” Sunset asked.

“We're going to copy your DNA into the scanner, creating a virtual body for you in the super computer,” Twilight explained, “This will make you completely immune to Return to the Past.”

“Okay,” Sunset said, “I think I'm ready.”

“Sunset, thank you,” Twilight said, “I really appreciate you coming aboard.”

“Thank you for letting me aboard,” Sunset said before handing the phone back to Dash. She turned around and looked up at the scanner, a little apprehensive it seemed.

“Scared?” Dash asked.

“Not really,” Sunset said, “Were you scared?”

“You kidding?” Pinkie Pie asked, “We were excited our first time!”

“Honestly, I was terrified,” Rarity admitted, “First transfer is always hardest.”

“Thankfully ya ain't goin into Lyoko yet,” Applejack said, “We're jus' settin ya up. Head on in when yer ready.”

Sunset nodded and walked into the scanner. She turned to face them, and the scanner closed, getting to work.


Up on Twilight's computer, a CGI image of Sunset dressed in a super revealing suit with bat wings on her back and head was being rendered. Fluttershy saw that and shuddered a bit.

“What sort of form is that?” Fluttershy asked.

“It's different,” Twilight admitted, “But hey, even Luna's was a little gothic looking before XANA took her over.”

Fluttershy sighed turning away. She was still uncomfortable with Sunset Shimmer being on the team. Seeing that didn't help much at all.


After about a few seconds, the scanner finished its work and opened up, revealing a somewhat drained Sunset Shimmer leaning against the wall of the scanner. She pushed herself up as Applejack walked over to her.

“So, how do ya feel?” Applejack asked.

“Ready to take on XANA and his monsters right now,” Sunset said, “Where do you guys want me? Outside doing navigation, or am I on the front lines?”

“Whoa, slow your role, Sunset,” Dash said, “We haven't figured all of that out yet.”

Dah, Twilight sometimes comes into Lyoko with us, but she's best at using super computer,” Rarity explained.

“Twilight is a front line fighter too?” Sunset asked surprised before looking to the side seriously, “Not sure how I feel knowing that.”

“Lyoko's not that dangerous,” Pinkie Pie said, “I'll teach you everything I know.”

“Thanks,” Sunset Shimmer said with a somewhat awkward smile, “Looking forward to it.”


Twilight leaned back in her chair, clearly overjoyed with this new development. She turned to Fluttershy, who gave her a soft yet somber smile.

After they finished up, the seven girls all walked out of the factory together.

“Hey, think tomorrow we can take Sunset into Lyoko and show her around?” Pinkie Pie asked.

“With Lyoko defragmenting, that wouldn't be safe,” Twilight said, “We don't know what state Lyoko is going to be in.”

“Sides, tomorrow's the Spring Fling, remember?” Applejack asked.

“Are they even going to still have that?” Dash asked, “What with the Vice-Principal vanishing and all.”

“It wouldn't make sense to shut it down,” Twilight said, “The students would panic if they canceled it.”

“I just hope XANA doesn't try to ruin things,” Rarity said with a shudder.

“Don't worry,” Sunset said putting her hands on the back of her head arrogantly, “Now that you have me on your team, XANA doesn't stand a chance.”

No one noticed the sideways glance Fluttershy gave Sunset Shimmer. As the rest of the walk was filled with laughter and stories about their previous battles, Fluttershy remained silent for the most part. She was happy that Twilight was happy, but the idea of their new teammate being Sunset Shimmer was still...


After her plans to throw Twilight into the digital sea were thwarted, Luna/XANA returned to the base where her allies were and began to ponder her situation. Originally she thought that Twilight was a weaker version of Celestia, who had the potential to be a serious problem if she didn't take care of her soon. But she had shown something yesterday. A potential far greater than even…

Luna/XANA stormed over to one of the men who worked there and grabbed him by the collar of her shirt, “Where is she?!”

“Um… who are…” the man said nervously, unsure of what to make of the woman that was gripping him up. Right when he was about to call security, a red XANA symbol flashed in her eyes.

“Eos! Where is that woman being held?!” Luna/XANA asked angrily. The man pointed to a door off to the side being guarded by two soldiers. Luna/XANA threw the man aside and stormed over to them. As the two men were specters, XANA spoke to them electronically and they moved aside.

When Luna/XANA stepped into the room, she saw Celestia standing in the middle of the cell. Her wrists were chained above her head, and she herself looked almost broken. When she looked up and saw Luna, she couldn't hold in her tears.

“Luna…” Celestia said softly.

“You knew, didn't you?!” Luna/XANA asked harshly, “You knew about that girl's potential!” Luna/XANA held out her hand and shot a jolt of electricity at Celestia, who screamed in pain as she continued to interrogate her, “All this time I thought Twilight was just an exceptionally smart girl, but you were conditioning her to be my undoing, weren't you?!”

“W-what…!? I… wasn't…!” Celestia said through her pain.

“LIAR!!!” Luna/XANA screamed. She stopped electrocuting Celestia and slapped her across the face, “I saw what she's capable of! Even after completely corrupting Selene, her powers on Lyoko were almost too much for me! Tell me what that girl is!”

“She's… just a regular high school… girl…” Celestia breathed out, “She's a very bright student… but beyond that…” Celestia looked at Luna/XANA pleadingly, “Please, just leave her alone…! You have me now… You don't need to harm her…”

“I don't think you understand your situation yet,” Luna/XANA said leaning in, “I don't have to do anything to that girl. I just want to see her suffer. I want her to writhe in pain, cry, scream, and beg me to stop as I suck the life out of her.”

“Your hatred… truly knows no bounds…” Celestia said somberly, “I wish… Sombra had never created you…”

“Empty words from a broken woman,” Luna/XANA said with a sneer, “You can't fight back against me. Pretty soon, I'll have both you and Twilight in my possession.”

“Possession?” Celestia asked, “I thought… you wanted…”

“That was the original plan,” Luna/XANA admitted, “But now that I see what that student of yours is truly capable of, I have a plan for her that's far worse than merely killing her.”

“No…! NO!!!” Celestia screamed, “Take me XANA! I'll be yours forever, I swear it! Just please don't-” Luna/XANA electrocuted her again for a few seconds, cutting her off.

“You have no right to tell me what to do with my things, Eos,” Luna/XANA said, “In fact, seeing how much the mere thought scares you, I think when I do enact my plan I'll give you a front row seat.”

Luna/XANA walked out of the cell and closed it. She could hear Celestia's helpless sobs from outside, which inspired her even more to get started with the next phase of her plan. Twilight Sparkle would be hers.


In Canterlot High, everyone was curious as to why Vice-Principal Luna was absent, but the superintendent promised that the Spring Fling would still happen. While most of the students were overjoyed, Twilight and her friends were more tense about it.

It was after math, and Twilight was walking out of class with Fluttershy and Rarity, all three of them looking serious.

“It just doesn't feel right,” Twilight said, “Having a school dance right now.”

“I know what you mean,” Fluttershy agreed, “With how happy everyone is, it almost feels disrespectful to Lulu. Only made worse since we know what happened to her.”

Dah...” Rarity sighed, “But, it's like AJ said, if we skip Spring Fling, we'll look suspicious.”

“Well yeah, but…” Twilight started.

“Twilight!” Sunset called out happily waving to her from a distance. Twilight smiled and waved to her, but then turned to Fluttershy, who sighed and nodded with a small smile.

“Fluttershy, are you sure?” Twilight asked.

“Like I said, she makes you happy,” Fluttershy said with a forced smile, “I want you to be happy, so…”

Twilight hugged Fluttershy, “Thank you. You really are an angel, Fluttershy.”

As Twilight walked over to Sunset, Fluttershy closed her eyes and walked down another hallway. Rarity raised an eyebrow and followed her.

“So… this is how you're dealing with depression?” Rarity asked.

“I just want Twilight to be okay,” Fluttershy said somberly.

“Twilight will be fine, dah, but what about you?” Rarity asked.

“What about me?” Fluttershy asked, “I don't have anything left anyway. My parents are both dead, my house is abandoned, and it's pretty apparent I'm losing Twilight. Pretty soon, I'll probably fade into nothing as well.”

“Fluttershy…” Rarity said in horror.

“XANA took everything from me,” Fluttershy said trembling, “Even my old friends from ten years ago. Miss Tia was like a second mother to me, and Chrysie…” Fluttershy buried her face in her hands, “I don't have any family, and any connection to my past is either dead or out of my life! I know I'm not alone, but…”

“Shh… it's okay…” Rarity said embracing her friend as she cried, “I'm sorry for how much you suffered, Fluttershy,” Rarity thought to herself and then had an idea, “I think you need to talk to someone.”

“What do you mean?” Fluttershy said looking at her best friend, “You mean… like a therapist?”

Dah,” Rarity said, “I see therapist for anxiety and anger issues. He's really good. I could talk to parents about setting up appointment with him.”

“I don't know…” Fluttershy admitted.

“Your depression is getting more intense,” Rarity said, “It's… starting to scare me. I don't want you to hurt yourself, and well… with how you've been talking as of late…”

“Oh Rarity,” Fluttershy said looking down, “I… need to be alone for a bit.”

“Fluttershy-”

“Please Rarity,” Fluttershy pleaded, “I know that you care, and I appreciate it, but right now…”

Rarity sighed, “Okay, I'll leave you alone for now. But AJ and I are going to check on you before dance.”

Fluttershy nodded and walked off. Rarity stayed and watched her for a while before walking to the cafeteria for lunch. She didn't feel comfortable leaving Fluttershy alone, but she didn't want to push her away. Still, she wasn't done pushing the therapist idea. Her depression was getting severe, and if they didn't act soon…


“So, are you going?”

Sunset Shimmer turned to Twilight as they walked, “Going? Where?”

“W-well, to the Spring Fling,” Twilight said, “I was wondering if you were going to go, since now you know what's going on and everything.”

“I haven't decided yet,” Sunset said with a shrug, “I'm not going to lie, I feel really weird about going, but I also would feel strange not going. What about you?”

“I'm not sure either,” Twilight stopped and leaned against a locker, “I was thinking about it, but I can't stop worrying about Vice-Principal Luna. The anti-virus program that Applejack has won't work on her now.”

“Why not?” Sunset asked leaning next to Twilight.

“She's been fully corrupted by XANA, to the point where she and XANA merged together. That's essentially XANA now,” Twilight explained.

“I see,” Sunset said biting her lip.

“If only we knew where the source codes were,” Twilight said, “I have the ignition program finished, I just need the other source codes.”

“Honesty, Loyalty, and Laughter, right?” Sunset asked.

“They might be in Sector 5,” Twilight said, “If they are, then-”

“Twilight!” a high voice called out. They looked and saw Sweetie Belle, Scootaloo, and Apple Bloom all running up to her.

“Hey, what's up?” Twilight asked slowly and awkwardly.

“We're doin a report in the school paper 'bout the school's top students,” Apple Bloom explained, “We wanted ta get Fluttershy too, but she didn't look like she was in too good of a mood.”

“So instead, we decided to ask you,” Scootaloo said, “Since afternoon classes were all canceled, we have plenty of time.”

“Oh, I don't know…” Twilight said looking away.

“Please Twilight,” Sweetie Belle begged, “You're, like, the number one student in the school! Rarity already said no!”

“Mmm…” Twilight thought hard about that. She turned to Sunset, who smiled softly for support, and then turned back to the younger girls, “What the hell. As long as we finish before the dance.”

“Yes!” Scootaloo cheered, “I knew she'd say yes!”

“No ya didn't,” Apple Bloom scolded, “You were the one thinkin she'd turn us down.”

As the girls argued, Twilight looked back at Sunset, “I'll see you later then?”

“Yeah, see ya later,” Sunset Shimmer said. As Twilight escorted the three girls away, Sunset frowned thinking about what Twilight had said. She really needed those source codes, not just to save Vice-Principal Luna but also to destroy XANA once and for all.

If she got the source codes for Twilight, would that make her happy?

Sunset got up and ran to her room. She did sort of want to go to the Spring Fling, but this was way more important.


Back in the factory, one of the scanners activated. When the doors opened, Vice-Principal Luna stepped out. She looked around for a second, and then walked to the elevator. Once she left the elevator, she took the stairs back up to the bridge, happy to see her car was still parked there.

Enjoy your last moments, Twilight. I'm coming for you.

Luna/XANA smirked, got in her car, and drove off to the school. As she drove, she pulled out her cellphone and called the superintendent.

“Hello?” the superintendent said on the other line.

“Hi, this is Luna,” Luna/XANA said, “I apologize for not calling in absent. I wasn't feeling well this morning, and I ended up falling right back to sleep.”

“Oh, that's fine,” the superintendent said, “If you want, I can hold the fort while you recover. Morning classes ended, and we canceled afternoon classes for the dance.”

“Well, I'm feeling much better now, and I wouldn't want to miss today,” Luna/XANA said, “Actually, I'm on my way to the school now.”

“Luna, are you sure that's a good idea? You've been really stressed out lately, and we're all getting worried, what with your sister missing still.”

“Mare, I'm fine,” Luna/XANA said, “What I need right now is to work. Speaking of which, that workshop I told you about…”

“Ah, yes. The one you, Twilight, and her friends are doing?”

“Yes, I sort of need their help with something. You wouldn't by any chance know where Twilight is, would you?” Luna/XANA asked, hiding her sinister smirk.


“Are you sure about this?” Discord asked, talking to someone on his cellphone.

“Jon, if what you're saying is true then those girls are going to need all the help they can get. Besides, she and I actually have a lot of history,” the woman on the other line said. Discord sighed.

“Just be careful, okay? Tartarus is definitely going to be after you,” Discord urged.

“I will. I start after Spring Break,” the woman said, “I'll see you then.”

“See you then,” Discord said. He hung up and rubbed the side of his forehead. He wasn't used to having to be this serious so much, but with Celestia missing and now Luna gone too, he had a feeling that something really bad was about to happen.

That was practically confirmed when he saw Luna's car stop at the entrance of the school. When Luna stepped out, Discord got a good look at her. Her expression was more stern than usual, and while she always walked with purpose, Discord didn't remember her ever walking with so much flair.

Discord frowned and decided to follow after her.

Luna was looking through a window at Twilight, who was in a classroom with Apple Bloom, Sweetie Belle, and Scootaloo. The young girl didn't look like she wanted to be there. Luna's eyes narrowed and she was about to walk in, but Discord ran up to her and grabbed her arm.

“I really need to talk to you for a second!” Discord said urgently pulling Luna aside. Discord pulled her back outside and behind the school building, where he threw her forward and lost his jovial expression, “Glad to see you decided to join us today,” he said seriously.

Luna turned around placing her hands on the wall behind her with a suggestive smile.

“Chaos, it's been a while, hasn't it?” Luna asked. If the way she smiled didn't give it away, nor the fact that Luna used her code name, the red symbol that flashed in her eyes certainly confirmed it.

“That is has, XANA,” Discord said, not even trying to hide his disdain.

Luna/XANA pouted, “You don't look happy to see me,” she said before sauntering over to Discord, “Last I checked, we had a lot of fun together.”

“Yeah… thing is, I prefer my women to be, you know, women,” Discord said with a look of disgust, “Not computer viruses.”

“You weren't complaining ten years ago,” Luna/XANA said placing her hands around Discord, “Besides, I am Selene, remember? She and I merged together, and I have access to all of her memories. Only difference, she ignores your advances. I would never ignore you.”

“The difference,” Discord said lightly pushing Luna/XANA off of him, “Is that she's a living person, while you're just a computer program. Also, I've moved on from Luna.”

“Is that right?” Luna/XANA asked.

“What are you doing here, XANA?” Discord asked, “What do you want with Twilight?”

“What does it matter?” Luna/XANA asked wrapping her arms around Discord again, and this time wrapping her leg around him as well pulling him close, “You have Selene right here, Chaos. Why do you care about that little girl, hm?”

“Because Celestia wants that girl protected,” Discord said narrowing his eyes, “I promised her that I would look after Twilight.”

Luna/XANA looked at Discord in shock, “Oh my God…” she said stepping away, “It's her, isn't it? Eos… she's the one you love, isn't she…?”

“I'm not going to let you hurt Twilight,” Discord said gripping his mop and holding it almost like a bow staff.

“I don't believe it…” Luna/XANA said, “It's her again… It's always her…” tears formed in her eyes, confusing Discord a bit, “It's not fair…! Why does everyone love her so much?!”

“What in the world…?” Discord asked, “Luna…? Is that…?”

Luna/XANA screamed and shot electricity at Discord. After a second of him screaming, he fell to the ground unconscious and Luna/XANA fell to her knees holding her head. She sat there seething for a second, and then screamed in anger. Her hatred for Celestia was growing more and more by the second.

She saw Twilight stepping out of the Library stretching. She could corner Twilight and attack her now. No, that wouldn't work. She needed to corner Twilight. She needed to wait for her to be alone, a time when very few of her friends would be available to save her.

Well, according to Selene's memories, there was something called a “Spring Fling”…


Pinkie Pie and Cheese Sandwich had finished making plans for Spring Fling and were walking past the Library to the dorms. Pinkie Pie looked at the building and saw a sight that made her lose her happy attitude.

“Discord!” Pinkie Pie cried running to the unconscious janitor. Cheese Sandwich ran after her looking horrified.

“What the…?” Cheese Sandwich asked.

“Call for help!” Pinkie Pie ordered. Cheese didn't ask any questions. He nodded and ran off. Pinkie Pie pulled out her phone and called Rainbow Dash.

“Hey Pinkie. What's up?” Dash asked.

“I found Discord unconscious next to the Library!” Pinkie Pie cried.

“What?! Are you okay?! Is a specter anywhere nearby?!” Dash asked frantically.

“No, I don't think so,” Pinkie Pie said, “Just… please come quick! I'm scared for him!”

“Alright! I'm on my way!” Dash hung up, and Pinkie Pie sat down on the ground placing the older man's head on her lap.

“Please be okay,” Pinkie Pie urged, “You can't die, Discord. You can't.”


After a few minutes, an ambulance came to pick up Discord. Pinkie Pie and Rainbow Dash stayed with him until the doctors came to take him away. As the ambulance left, Applejack and Rarity ran out to join them.

“What do y'all think happened?” Applejack asked.

“This has XANA written all over it,” Dash said folding her arms, “I bet he attacked Discord to stop him from helping us.”

“What should we do?” Rarity asked, “Do we still go to Spring Fling?”

“We have to,” Pinkie Pie said, “XANA is here, right? If he attacks the students, we need to be there.”

“Yeah, Ah agree,” Applejack said tightening her fists, “XANA probably came here usin Lulu's body. We gotta rescue her, soon.”

“Assuming she can be rescued,” Rarity said somberly, “This is different than with me. Lulu is completely corrupted.”

“Fuck that,” Dash said, “I'm not losing anyone else to that freak. Lulu's one of us. We're not leaving one of our own.”

“Right,” Pinkie Pie said wrapping her arms around Dash's arm, “We'll save her. We have to save her.”

The four of them nodded and walked off. They needed to get ready for Spring Fling, even if it wasn't necessarily for fun.


Sunset Shimmer was in her room analyzing the information on Lyoko. She had figured out how to connect her computer to the super computer, and was now looking into what Twilight called Sector 5.

“Okay, so there are levels deeper in the Sector,” Sunset said, “So, would the deepest levels actually have… Bingo!” Sunset said, “XANA, you really need to hide your toys better.”

She pulled out her cellphone and called Fluttershy, who answered immediately.

“Hello?” Fluttershy asked.

“Fluttershy, great news!” Sunset Shimmer said, “I found them!”

“Found… them…?” she asked, as if unsure of something.

“The source codes! The things that you and the others are looking for!” Sunset Shimmer said.

“Wait, have you been looking for them all this time?” Fluttershy asked.

“They're important to the mission, right?” Sunset asked, “If we have those, we can say good bye to XANA once and for all. I figured finding those was a little more important than a school dance, don't you?”

“Well, yes…” Fluttershy said.

“Listen, I was thinking, why don't we just go get them?” Sunset asked.

“W-what?!” Fluttershy asked, “You mean, the two of us…? Right now…?”

“Yeah. Right now,” Sunset said, “You and me go into Lyoko, head into Sector 5, and get the source codes for Twilight.”

“I don't know...” Fluttershy said.

“What's wrong? Don't you want to take out XANA as soon as possible?” Sunset asked.

“Believe me, I do,” Fluttershy said, “But just the two of us... Going into Sector 5 alone is dangerous.”

“That's why we'd go together,” Sunset said, “Is getting out an issue? Because I figured out a bit of how the computer works, and you know how to use the devirtualization program, right?”

“Y-yes, I do,” Fluttershy said.

“So I'll just devirtualize you when we find the source codes, and then you can pull me out and we'll tell Twilight the good news,” Sunset said.

“Mmm…” Fluttershy thought about it for a long time.

“I'll look out for you,” Sunset said, “I know how important you are in Lyoko, so I'll keep you safe.”

“You really want to do this…” Fluttershy said, more so to herself.

“I do,” Sunset said, “So I'll meet you at the factory?”

“I-I guess…” Fluttershy stuttered, “I'll take the secret passage, so I'll see you when you get there.”

Fluttershy immediately hung up. Sunset got up from her desk and ran to her motorcycle. She smiled proudly to herself and then took off for the factory. This was good. She was on her first mission to officially help Twilight.

She would be so proud of her.


When Sunset arrived at the factory, she parked her motorcycle at the bridge and ran inside. In one motion she swung on the ropes hanging in front of the ledge down to the elevator and took it down to the computer room. Her heart was racing. Her first actual mission on Lyoko.

She wondered what she'd turn into.

When she entered the computer room she saw Fluttershy already there sitting in front of the computer. Sunset had to admit, she could see why Twilight was so in love with her just based on appearance alone. Her hair was so long and full, and her figure was surprisingly busty, the kind of figure that one tried to hide but was impossible. Her voice was always very soft and melodious, and her eyes were big and full of emotion. She was real easy to fall in love with.

“That secret passage of yours must be fast,” Sunset Shimmer said walking to the computer, “I came right here on my bike.”

“Y-yeah…” Fluttershy said looking away somberly.

“Is everything okay?” Sunset asked. Fluttershy looked at Sunset briefly before looking away again.

“Um… where do you want to go?” Fluttershy asked, clearly trying to change the subject.

“Can I?” Sunset asked, referring to the computer. Fluttershy hesitated for a second and then got out of the chair letting Sunset Shimmer sit down, “Okay then… good. The structure hasn't changed yet. In the deepest part of the Core Section of Sector 5 there's another passage. The source codes are actually being stored there.”

“I… I'm not sure this is a good idea, Sunset,” Fluttershy said quietly, “It's nothing against you, but you've never been in Lyoko before. To go into Sector 5 as your first mission… and without the others… Maybe we should wait for-”

“They already have their hands full with the Vice-Principal being infected by XANA,” Sunset said, not taking her eyes off the computer even once, “Besides, I think they could all use a break, don't you?”

“Well…”

“But not us, right?” Sunset said giving Fluttershy a confident smile, “You and I have too much riding on this to take a break.”

“W-what do you…”

“Twilight,” Sunset said, “We both love Twilight, and we both want her to be safe. This way, she doesn't have to worry,” Sunset stood up and placed her hands on Fluttershy's shoulders, “So let's go. Set up the computer and transfer us right into Sector 5. You can do that, right?”

“I… can…” Fluttershy said nervously, “It's just…” after a second she shook her head and walked over to the computer. She began typing on it, setting up the stalled transfer, “Okay, the scanners are ready. Once they feel us enter, they'll transfer us into Lyoko.”

“Alright!” Sunset said. She and Fluttershy ran to the elevator and took it to the scanner room, where they both chose a scanner and entered.

The scanners closed and got to work. Back on the computer, Fluttershy was matched to her princess avatar, and Sunset was matched with her demonic looking avatar.

There was a white flash, and both girls vanished from their scanners.


Fluttershy materialized first, landing in in the dome of Sector 5. When she heard someone else land behind her, she turned around and almost had a heart attack. Sunset Shimmer looked scary on Lyoko.

Her attire consisted of a black sleeveless leotard similar to Pinkie Pie, only the fabric separated into a bra like top around the bust. She wore red leggings that had black bats on them, black high heeled boots, long black gloves on her arms, and her make-up consisted of blood red lipstick and black eyeliner. She had big black and red wings on her back and smaller wings on the back of her head. At her side was the golden hilt of some sort of weapon.

Sunset looked at herself in awe, “Holy hell! Literally!” she saw the walls of the dome were reflective and looked at herself, posing seductively, “Am I hot or what?” she turned to Fluttershy, who stepped back slightly as a reflex, “What's the matter? Afraid I'll bite?” she asked grinning sensually, revealing that she had fangs too.

“It's just… your form is a little, um…” Fluttershy said averting her eyes, “We should get going.”

“Right,” Sunset said walking forward toward the wall as it opened, “We shouldn't need those bikes for this, right?”

“I don't think so,” Fluttershy said, “The path looked pretty straight forward.”

“Great,” Sunset turned to Fluttershy and smiled, “Let's get those source codes for Twilight.”

Fluttershy nodded and slowly followed after Sunset Shimmer. She had a feeling that this was going to turn out bad.


Twilight was pacing back and forth in her room trying to get in touch with Fluttershy. She really needed to talk to her before the Spring Fling, but for some reason she wasn't answering her calls. Applejack had just sent her a text about Discord, and Twilight needed to let her know to be on the lookout for XANA.

“Come on Fluttershy, pick up…” Twilight said nervously, “She's not still angry with me, is she?”

“Maybe I can help,” someone said from behind Twilight, their voice sending chills down her spine. She slowly turned around and saw Vice-Principal Luna standing by the door with her arms folded and a smirk.

“XANA!” Twilight shouted stepping back. She started immediately texting Applejack, but Luna/XANA pointed a finger sending a jolt of electricity at the phone. It sparked, forcing Twilight to drop it as it exploded. Twilight looked up at Luna/XANA as she sauntered into the room and closed the door behind her.

“We need to talk, Twilight Sparkle,” Luna/XANA said slowly walking up to Twilight, who backed away from her. She fell into her chair accidentally, and Luna/XANA placed her hands on the arms of the chair leaning in, “This is familiar, isn't it? We had a moment just like this when we first met in person, didn't we?”

“W-what do you want with me?” Twilight asked, unable to hide how much she was trembling, “Are you… going to k-kill me…?”

“Oh Twilight, I believe we've moved past that,” Luna/XANA said, “I have an even better idea.”

“B-better idea…?” Twilight asked.

“The body I'm using right now, while good, is still inferior to what I desire. Selene can't handle all of my information. Originally I was just going to trade Selene for Eos once we got everything we needed from her, but I found someone even better to use.”

Oh god… Twilight couldn't believe what she was hearing. This was terrifying, way more terrifying than just being hunted and killed by XANA. He didn't want to just kill her anymore.

He wanted to possess her.

“No…!” Twilight said shaking her head, “You won't…!”

Luna/XANA laughed, “Foolish girl, you can't stop me. You've failed on all accounts so far. You materialized Fluttershy, but couldn't deactivate the computer. You set her free, but were unable to stop me from escaping Lyoko. And now, sure you have a seventh member, but I still have both Selene and Eos. You're fighting a losing battle, Twilight Sparkle. Anything you do is just prolonging my eventual victory.”

Luna/XANA sent an electric charge through the chair, electrocuting Twilight. She held that for a few seconds and then let Twilight go, watching her fall limp. Luna/XANA was about to grab Twilight's neck, but was alerted when the door opened.

Shoot! I forgot about her roommate!

When Applejack stepped in, she froze when she saw Luna/XANA standing over Twilight.

“Twilight!” Applejack shouted. Luna/XANA fired her electric shot at Applejack, but she jumped out of the room falling to the ground just in time. When she looked up she saw Luna/XANA standing over her with her hands charging with electricity.

“According to Selene's memories, she holds you in high regard, Applejack,” Luna/XANA said.

“Then ya know that Ah ain't lettin ya keep her!” Applejack said standing up and tackling Luna/XANA to the ground. She and Luna wrestled on the ground for a bit until Luna kicked Applejack off of her.

“You may be strong in Lyoko, but out here you're just a regular teenage girl,” Luna/XANA said. She was about to finish Applejack off, but she stopped and looked surprised, “What?! They're already… We'll finish this later, Twilight!”

Luna/XANA ran out of the room urgently. Applejack staggered to her feet and ran over to Twilight, shaking her awake.

“Twilight! Twilight!” Applejack cried, “Come on girl, wake up!”

“Mmm…” Twilight stirred and slowly opened her eyes, “Applejack…? XANA!” Twilight looked around frantically, “Where is-”

“He just left,” Applejack said, “It looked like somethin real important came up, since he abandoned tryin ta kill us to do it.”

“Something more…” Twilight thought for a second, and then her eyes went wide, “XANA's going to Lyoko!”

“Ya think so?” Applejack said.

“We have to- AHH!!!” Twilight tried to get up, but fell to the floor clutching her chest. Applejack ran to her side.

“Twilight! What happened?!”

“I'm fine,” Twilight said, “I'm just a little injured from XANA's attack. You need to call everyone. I don't care what they're doing. We need to stop XANA.”

“What about you?” Applejack asked, “Ah don't think ya need ta go ta the factory in-”

“No!” Twilight said urgently grabbing Applejack's shirt, “I have to be there! I think… I think Fluttershy might be on Lyoko!”

“WHAT?! What makes ya think-”

“She's not in her room, she's not answering her phone, and with how quickly XANA ran off, she's the only person XANA hates just as much as me! I have to protect her, Applejack!”

Applejack looked at Twilight intently, and then sighed, “Alright then. Ah'll carry ya on my back.”

“Applejack… thank you,” Twilight said.

“What are friends for?” Applejack said smiling. She quickly sent a mass text to everyone, and then picked up Twilight carrying her out of the room.


Rarity was brushing her hair when she got the text from Applejack. Immediately she dropped her brush and ran to the door.

/Rarity? What's wrong?/ her mother asked stepping out of the kitchen, /You're not going back out already, are you?/

/I'm sorry Momma, but something SUPER important came up!/ Rarity said putting on her boots, /I'm going to finish getting ready at the shop! Don't wait up for me!/

She rushed out the door and ran in the direction of the factory. She felt bad as she was skipping out on time with her family again, but the text she got from Applejack said it was urgent.


Dash was stretching when she got Applejack's text. She had planned on seeing Macintosh briefly before the dance, but looking at the message…

“Damn it XANA!” Dash swore sending a text to Mac, “You can't just let us have a life, can you?!”

After sending Macintosh a text telling him she'd meet him at the dance, she ran off the soccer field to the secret passage.


“I am so sorry Cheese,” Pinkie Pie said after reading Applejack's text, “But I have to go! Something really important came up!”

She shot up from the couch they were sitting on in the Rec Room, Cheese looking at Pinkie Pie in shock.

“More important than finishing the final area in Tales of Xillia with me?” Cheese asked. They had been planning this all week.

“Unfortunately, yes it is,” Pinkie Pie said seriously. Cheese had never seen Pinkie Pie look so serious. He sighed and nodded, smiling brightly.

“I understand Pinkie Pie,” he said, “We'll finish this after Spring Break then, okay?”

“Thank you,” Pinkie Pie said hugging Cheese Sandwich. She then ran out of the Rec Room to the secret passage. If this kept up, she wasn't going to have a boyfriend for much longer, but at least for now he understood.

Still, XANA was going to pay for ruining her date!


Rainbow Dash and Pinkie Pie met at the passage and went together. When they reached the manhole in front of the factory, they climbed out to see Rarity running up to the factory. The three of them ran into the factory, swung down to the elevator, and went into the computer room, where Twilight and Applejack were already waiting for them.

“Where's Fluttershy and Sunset?” Dash asked.

“Already in Lyoko,” Applejack said, “Both of them.”

“What?!” Rarity cried out, mirroring everyone's surprise.

“They're in Sector 5,” Twilight said, “Worst of all, Luna logged in after them.”

“Sunset isn't at a high enough level for Sector 5!” Pinkie Pie said, “She's going to game over so hard in there!”

“That's why we're going in after them,” Twilight said, “I'm programming the Tera-Bikes now, so they'll be there when we arrive in Sector 5.”

“We?” Applejack said, “Twilight, ya ain't comin inta Lyoko in yer condition.”

“What's wrong with Twilight?” Pinkie Pie asked.

“She got attacked by Luna earlier,” Applejack said, “Ah had ta carry her here.”

“Shit! Are you okay?!” Dash asked.

“I'm fine,” Twilight said, “As long as injuries from the real world don't translate into Lyoko, I should be okay.”

“We don't know for certain though,” Rarity said, “AJ is right. You should stay out-”

“NO! I won't stay out here and let you guys do all the fighting!” Twilight shouted, shocking everyone, “XANA himself is going after Sunset and Fluttershy. If anything happened to them and I wasn't there to fight, I'd never forgive myself.”

“Twilight…” Pinkie Pie said softly.

“I promised Fluttershy that I'd always be there for her, but I dropped the ball when she needed me the most,” Twilight said, tears forming in her eyes, “I can't lose her. Not before I at least try to make things right.”

Applejack sighed and put a hand on Twilight's shoulder, “Ah understand. Y'all head in first. Ah'm gonna help Twilight into her scanner an' come in with her.”

“If you're sure,” Dash said.

“Ah am,” Applejack said. She met eyes with Rarity, who nodded and walked with everyone into the elevator, heading to the scanner room. Once Rainbow Dash texted Applejack that they were ready, she motioned for Twilight to get to work.

“Transfer Rainbow Dash!” Twilight said as Dash stepped into her scanner.

“Transfer Pinkie Pie!” Twilight said as the doors to Pinkie Pie's scanner closed.

“Transfer Rarity!” Twilight said as Rarity slowly stepped into her scanner and the door closed.

“Scanner Rainbow Dash!” Twilight continued connecting Dash to her ninja avatar.

“Scanner Pinkie Pie!” Twilight said, now connecting Pinkie Pie to her neko avatar.

“Scanner Rarity!” Twilight said, finally connecting Rarity to her knight avatar, “Virtualization!”

Twilight pressed the enter key, and the three girls vanished from the scanners and were shot into Lyoko.


In Sector 5, Rainbow Dash, Pinkie Pie, and Rarity all rendered in the air and were dropped near the parked Tera-Bikes. Rarity walked over to what looked like a sharp indention in the ground, as if something sharp had impaled itself here. She put her broad sword there and was surprised to see a perfect fit.

“Lulu,” Rarity reasoned, “She is after them!”

“If you're coming in, ya better hurry!” Dash said, “I'm sure XANA knows how to permanently kill on Lyoko!”


“And done,” Twilight said finishing the stalled transfer, “We're coming in.”

Twilight put her microphone down and Applejack lifted her out of the chair to the elevator. She was trying to be strong in front of the others, but truth was she was in a lot of pain. Chances were, she would still feel something in Lyoko. After all, when Pinkie Pie went blind months ago, she was still blind even in Lyoko.

Still, she had to fight XANA.

When they reached the scanner room, Applejack took Twilight into the scanner.

“Thanks Applejack,” Twilight said as the scanner closed. Applejack then ran into her scanner. Once it was closed, both scanners got to work connecting Applejack and Twilight to their sheriff and mage avatars, and then they both vanished into Lyoko.


The two girls rendered into Sector 5 and were dropped near everyone. Sure enough, Twilight landed awkwardly and fell to her knees.

“TWILIGHT!!!” everyone screamed running to her side.

“This is a bad idea!” Pinkie Pie said, “That's coming from me!”

“I'm already here,” Twilight said forcing herself up and walking to her Tera-Bike, “I have to fight. Come on girls!”

They all looked at each other, and then got on their Tera-Bikes and rode off into the Core Section. Hopefully they could survive XANA until they all got there.


Fluttershy and Sunset were in the deepest part of Sector 5 being chased by four creepers. At some point they stopped hitting what looked like a dead end. Turning around, Fluttershy summoned her bow and pointed it forward, but Sunset sauntered forward.

“Sunset, I have a strong affinity for these monsters!” Fluttershy said, “I should-”

“You have the lowest defense though, right?” Sunset asked, “You know Lyoko better than me, so you can't devirtualize yet. Don't worry,” Sunset grabbed the golden hilt on her side activating a red laser whip, “I can handle these jokers.”

Sunset VS Creeper x4

The creepers charged up and fired at Sunset Shimmer, but she first did a cartwheel to the side, and then an elegant back flip out of the way of their continuous shots. She then pointed her whip forward, and the red laser shot out through one of the creepers, instantly killing it.

Sunset spread her wings and flew over to the remaining three, wrapping her whip around one's neck and flying off with it. As the remaining two creepers fired continuously at her, Sunset flew around them and threw their captured friend into a wall. As he was destroyed, Sunset landed on top of one of the creepers firing at her and pointed her blade at its head with an almost manic smile.

“This is almost too fun,” Sunset said, “Now I see why Pinkie Pie always compares it to a video game.”

She impaled the creeper with her red laser, which was now acting more like a blade, and then jumped off as it exploded. Sunset then turned to the last creeper, who charged up and fired its laser at her. Sunset moved her head out of the way, and then sauntered over to it with a hand on her hip.

The creeper continued to fire at her, but she simply used her whip to slash at the laser shots. When she was right in front of it, she slashed it a few times with her whip, and then thrust it forward extending the laser into its head. She pulled it out and turned around sauntering back over to Fluttershy as it exploded.

“Well, so much for that,” Sunset said. Fluttershy looked at Sunset Shimmer wide eyed.

“The way you fight…” Fluttershy said, “It's so ruthless…”

“Well, typically I feel it isn't good to play with your food,” Sunset Shimmer said airily, “But this time I felt like toying with them for a little bit. Come on, let's keep moving.”

Fluttershy watched Sunset go into the now opening corridor and then walked after her. The more she spent time with Sunset Shimmer, the more terrifying she seemed. Still, the amount of devotion she had to Twilight was apparent.

Just what was this girl's deal?

Inside, they found themselves in a large room with five pedestals lining the center of the room. Going from left to right, the first and second to last one were all empty, but hovering above the other three were what looked like virtual crests. The second one going right was shaped like a blue balloon, the one next to it on it's right was a red thunder bolt, and the last one on the right was what appeared to be a golden apple.

Fluttershy and Sunset walked over to them and paid attention to the pedestals, noting that each one had a string of code along with an engraving of the hologram above it. According to those engravings, the one on the far left was supposed to be a purple diamond and the one on the right next to the apple was supposed to be a pink butterfly.

“Are these…?” Sunset Shimmer asked looking up at the holograms.

“Generosity…” Fluttershy read, going to each pedestal, “Laughter… Loyalty… Kindness… and Honesty… Sunset Shimmer, these are the source codes of Lyoko!”

“These things…?” Sunset asked looking up at the holograms, “What were those things you were reading before?”

“That's what the binary code on each one reads,” Fluttershy explained, “Since I was a part of Lyoko's security for so long, I can read Lyoko's binary coding.”

“Huh...” Sunset Shimmer nodded folding her arms, “So… why are there only three here?”

“I downloaded Kindness into me from Miss Tia when I entered Lyoko ten years ago, and XANA already had Generosity for some reason and gave it to Rarity,” Fluttershy explained, “I used the source code in the hopes of expelling XANA from Luna, but I wasn't strong enough…”

“That's not true,” Sunset said placing her hands on Fluttershy's shoulders, “You listen to me. What happened ten years ago wasn't due to your short coming. You were up against horrible odds, and you had to face it alone.”

“But how can this time be any different?” Fluttershy asked looking away sadly, “I'm no stronger now than I was then.”

“How can it be different?” Sunset asked incredulously, “Do you not see the friends you have now? Twilight, Applejack, Rarity, Rainbow Dash, Pinkie Pie, and me.”

“Y-you…?” Fluttershy asked, now looking at Sunset in shock.

“We're your friends, Fluttershy, and we're fighting XANA too. You don't have to bear this burden alone anymore. Maybe you can't beat XANA, but I know without a doubt that we can.”

“S-Sunset Shimmer…” Fluttershy said, tearing up a bit. She was now seeing it, what Twilight saw in Sunset Shimmer. She was rougher around the edges, and a little more of a darker person, but she wasn't a bad person at all. Even if she turned into a demon on Lyoko, that didn't make her a demon in real life.

“Aw, isn't that touching?”

Sunset and Fluttershy turned to see Luna/XANA standing by the entrance with her arms folded, still in her heavily armored form. Sunset Shimmer immediately stood in front of Fluttershy and defended her.

“So, you're XANA, right?” Sunset asked seriously.

“Indeed,” Luna/XANA said, “I am XANA, sentient computer virus and soon to be overlord of the human world.”

“Then it was you…” Sunset said closing her eyes trembling, “You were the one who tried to kill Twilight with that laser…”

“Oh? That was before you were connected to the super computer, yet you still remember it? You're mind must be very powerful in its own right,” Luna/XANA said walking over to them, “Still, I can tell just by looking at your form on Lyoko. As powerful as your mind is, it's far too linear and corrupted. You're so dark that even I wouldn't touch you.”

“Shut up!” Sunset shouted, now seething, “For you to attack Twilight and Fluttershy… and to not even care…!” Sunset grabbed her whip, “I'LL DESTROY YOU XANA!!!”

“Sunset, no!” Fluttershy cried as Sunset ran over to Luna/XANA, “That's too dangerous!”

Sunset Shimmer screamed in rage and slashed wildly at Luna/XANA with her laser whip, but Luna/XANA calmly ducked and dodged out of the way of all of her attack. After a second, she thrust her sword into the ground and began fighting Sunset Shimmer close quarter. She got a lucky punch in that pushed Sunset far back. She held her stomach in pain and fell to her knees.

Sunset: 70 HP

“Sunset Shimmer!” Fluttershy shouted, summoning her bow and pointing it at Luna/XANA. She fired a light arrow at her, but Luna/XANA picked up her sword and slashed the arrow away. She fired a shock wave at Fluttershy, who screamed and jumped to the ground out of the way.

“You're brave, girl,” Luna/XANA said grabbing Sunset Shimmer by the neck, “But you represent the most disgusting sides of all of humanity.”

“You… can tell that… by looking at me, huh?” Sunset asked.

“Your avatar in Lyoko is created from reading your subconscious thoughts, mind, and memories. Your form is demonic, sexual, and destructive. You're not above using your body to get what you want in life, and you're willing to destroy and ruin lives. You, Sunset Shimmer, are an example of the worst human in existence,” Sunset started laughing, “What's so funny?”

“You are…” Sunset said, “I'm guessing Luna didn't look like this in Lyoko before you corrupted her… right? Why do you think that is…? You bring out the worst in people, and it shows through the forms they take on after you enter their souls. You see, I know what your problem with me is…” Sunset said grabbing Luna/XANA's hand, “Like you said, my form is demonic. That's because I own up to who I am.

“You're right, I am a horrible person. Before coming to this school, I lied, cheated, hacked, ruined lives, you name it, I did it. But here's the thing, I know that what I did was horrible. I'm not trying to hide it or anything. Because of that, you can't get into my head. If you even tried to corrupt me, you'd just waste your time,” Sunset glared at Luna/XANA still smirking, “I don't represent what you hate about humanity. I represent what you fear.”

“I fear NOTHING!” Luna/XANA shouted throwing Sunset Shimmer into a wall.

Sunset: 65 HP

“You talk too much, human,” Luna/XANA said readying her sword, “How about I finish you off first and then steal the remaining source codes?”

“I'm afraid that's not going to happen,” Sunset said, “Because I talked just enough for help to arrive.”

Luna/XANA raised an eyebrow at that, but then two kunai shot right into her back knocking her to one knee.

XANA: 340 HP

Five Tera-Bikes rode into the room and surrounded XANA. Rainbow Dash, Applejack, Rarity, and Pinkie Pie all got off their bikes and got into their fighting stances while Twilight ran over to Fluttershy helping her up.

“Fluttershy, are you okay?” Twilight asked.

“I'm fine Twilight,” Fluttershy said, “Sunset-” she was cut off when Twilight hugged Fluttershy tightly.

“Thank God!” Twilight said, tears in her eyes, “I was afraid that I had lost you!”

“Twilight…” Fluttershy said, unable to hold in her tears, “You still… care about me…?”

“Of course I care about you!” Twilight said, “No matter what, I'll always love you, Fluttershy! You're my angel,” Twilight looked into Fluttershy's eyes lovingly, “Now and forever.”

“Oh Twilight…!” Fluttershy pulled Twilight in and kissed her, not even caring that XANA was right there watching. She was so overjoyed right now. Twilight, her friends, including Sunset Shimmer, they were all here with her.

She'd never be alone again.

“What the hell were y'all thinkin comin in here alone?” Applejack scolded Sunset, who was right behind her.

“Sorry,” Sunset said, “I just wanted to help you guys by getting the source codes. I didn't know that I'd lead XANA right to them.”

Applejack looked like she wanted to be mad, but she sighed and just glared at Luna/XANA, “Well, can't fault ya too much fer that. One, you were jus' tryin ta help, and that's the whole reason we brought ya on board. And two, we fergot ta warn ya about how genre savvy XANA is.”

“Hey! Making self reference jokes is my bit!” Pinkie Pie said, “Come up with your own!”

Unknown to all of them, the source codes for Honesty and Laughter reacted.

“So, the gang's all here,” Luna/XANA said, “Perfect time and place for you all to meet your demise.”

“XANA!” Rarity seethed, “Let Luna go NOW!”

“But she and I have become quite close,” Luna/XANA said with a sinister smirk, “You remember how wonderful you felt being one with me, Rarity?”

“Ahh put a sock in it!” Dash said, surprising Rarity, “Rarity isn't your pawn anymore! She's a Lyoko Warrior! One of us!”

“You forgave her quite easily,” Luna/XANA said as if surprised, “Didn't she try to kill your friend?”

“Yeah she did,” Dash said, “But she's my friend too. I forgave her just like I'm gonna forgive Lulu when she comes back.”

The source code for Loyalty reacted. This time Sunset took notice.

“This ends now, XANA!” Twilight said stepping forward, “We're taking Lulu back and destroying you once and for all!”

“Just try it!” Luna/XANA said, “You're no match for my power! Even in this limited form I'll destroy you!” Luna/XANA screamed and sent a black wave out, knocking everyone back a bit.

“Geez, was XANA always such a megalomaniac?” Dash asked.

“It's Luna!” Twilight said, “Remember, she and XANA are one now, so he might be reacting to Luna's personality too!”

“She could be a bit arrogant at times,” Applejack said loading her shot gun, “Either way, that jus' makes it easier fer me ta shoot her!” Applejack shot at XANA, actually getting through her defense.

XANA: 320 HP

Luna/XANA rushed over to Applejack, but Rarity jumped in the way and blocked her attack with her own broad sword. The two clashed weapons while Rainbow Dash and Pinkie Pie ran circles around them.

When Luna/XANA jumped away from Rarity's slash, Dash jumped into the air and threw a kunai at her which she blocked. At the same time though, Pinkie Pie rolled into a ball and tackled Luna/XANA, knocking her to the ground.

XANA: 290 HP

Luna/XANA got back to her feet, but had to block with her sword as a white orb of energy hit her. She turned and saw Twilight spinning around charging up her next attack. She then elegantly held out her hands firing two large white lasers at Luna/XANA, who was wide eyed and jumped to the side out of the way.

“Holy shit!” Sunset said flying over to Twilight, “You didn't tell me you were this strong on Lyoko!”

“It's… not really that impressive,” Twilight said sheepishly.

“Don't listen to her!” Pinkie Pie said flipping out of the way of Luna/XANA's assault, “She's the glass cannon of the team along with Fluttershy! Best attack in the game, but really low defense!”

“Pinkie Pie…” Twilight groaned, making Sunset laugh.

“So, what's with the dancing along with your moves?” Sunset asked.

“W-well, have you ever played PN-03 for Gamecube...?” Twilight asked. Sunset blinked for a second, and then burst out laughing.

“The biggest brain in the school actually plays video games! That makes three times you surprised me today, Twilight Sparkle,” Sunset said, her eyes lingering a little lower, letting Twilight know exactly where she was looking.

“Eep!” Twilight cried turning away from Sunset and covering up her chest, “I know they're huge, okay! This is one of the main reasons I don't come into Lyoko more!”

Luna/XANA slashed Pinkie Pie away with her sword and then turned to Rarity and Applejack.

Pinkie Pie: 20 HP

“Together?” Applejack asked.

“Dah!” Rarity said. The two girls charged at Luna/XANA, Rarity once again clashing weapons with Luna/XANA, but being supported by Applejack's shot gun. Fluttershy got an arrow ready, and once she saw an opening, fired it right at Luna/XANA.

XANA: 240 HP

She was about to turn to Fluttershy, but Sunset Shimmer wrapped her energy whip around Luna/XANA's arm stopping her from slashing.

“Guys, use the source codes!” Sunset Shimmer said, “All five together can stop XANA!”

“How do we do that?” Dash asked.

“Twilight, you have the ignition program, right?” Sunset asked Twilight, who nodded, “Then each one of you needs to take one of the remaining source codes into yourself! That's the only way to safely use them! They reacted to you earlier!”

Applejack looked at Rarity, who nodded, “Alright then,” Aplejack said, “Dash, Pinkie Pie, y'all are with me! Pick a source code an' take it!”

Dash and Pinkie Pie nodded and ran with Applejack to the source codes while Rarity, Fluttershy, Sunset, and Twilight all continued to overwhelm Luna/XANA.

“So, what do we do with these?” Dash asked, “Do we pick one and just go?”

“Ah don't think it's that simple,” Applejack said, “Sunset said each one reacted ta us. We can't jus' take any code. It's gotta feel right.”

“Well, I already know which one I'm taking,” Pinkie Pie said skipping over to Laughter, “Laughter is the best medicine after all.”

Dash walked over to Loyalty, which ironically was right next to Laughter, “This one is Loyalty, right? Well, when I think about it, this one just makes the most sense.”

“Then Ah guess that leaves Honesty with me,” Applejack said looking up at her source code, “It would be an apple, wouldn't it?” she asked sarcastically.

The three codes started spinning around, and then broke apart engulfing their chosen Warriors. The three of them closed their eyes as the power of the source codes took hold. At the same time, Rarity and Fluttershy both felt a surge of power and stepped back away from the fight, also glowing. Twilight Sunset looked at this new development in shock, while Luna/XANA's expression was unreadable.

“What in the world…?” Sunset asked.

“What's… happening to them…?” Twilight asked, slightly afraid for her friends now.

The five of them were suddenly engulfed in pillars of light: golden for Applejack, pink for Pinkie Pie, blue for Rainbow Dash, green for Fluttershy, and white for Rarity. There was a bright flash as each of them went through a change of some sort within the lights. When the light went down, the five of them were still there, but they all looked vastly different.

Applejack was still a sheriff wearing a trench coat, but now she wore a more futuristic looking trench coat with a golden trim. Underneath the coat was a fancy red body suit that was shaped like a Texan sheriff's vest over a black body suit. Her legs were now wearing brown armored chaps over the same black body suit that turned into two armored cowboy boots. At her side were two smaller guns that looked like they fit together to form a larger gun. She wore a belt that had the golden apple in the center.

Rainbow Dash's was still a ninja, but now she was wearing a full on blue body suit with form fitting ninja armor over top of it. It was her weapons that went through a major change, as now her kunai looked sleeker and slightly futuristic. On her chest was a crest shaped like the red lightning bolt.

Pinkie Pie's form probably changed the least. She was still a neko, but was no longer wearing a red leotard. Instead she appeared to be naked except for patches of either pink fur or fabric meant to cover up anything that was inappropriate to show. Her tail had gotten longer, her ears a little bigger, and her feet were (oddly) still high heeled boots, despite now looking more like a part of her body. She had pink striped going down her cheeks, and her collar now had an emblem shaped like the blue balloon.

Rarity's armor was now very different, looking more angelic than European. It was a little bulkier around the shoulders and upper body, which was also built more form fitting hugging her figure more. The armor was pure silver with purple accents and trimmings, and along with being more form fitting possessing slightly higher heels for the boots also had a pure white skirt that was open in the front. The entire look made her look more like a valkyrie than a night. Her sword looked slightly fancier, and right in the center of the belt holding up the skirt was a purple diamond.

Finally was Fluttershy, who was now wearing a different green and white dress that came together around her bust line like a bra (similar to Sunset Shimmer actually) and came up really high in the front revealing her legs. She wore white fishnet stockings, white high heels, a golden necklace, and she wore a golden tiara on her head along with golden earrings. She now wore pink lipstick, and coming out of her back were two white angel wings. The center piece of her necklace was a pink butterfly.

“The source codes… changed their forms…” Twilight said in shock.

“Didn't see that coming,” Sunset said. Luna/XANA braced herself for the worst.

It was actually Pinkie Pie who charged in first, rolling into a ball like normal and tackling Luna/XANA, but this time a pink trail of light shot out behind her. Luna/XANA blocked the attack, but was pushed back from the force of it.

Rainbow Dash did a hand sign creating two clones of herself, and all of them got in fighting stances. The two clones all rushed over to Luna/XANA holding out their kunai and slashed, revealing the weapons to now be laser based. With Luna/XANA's guard down, the real Rainbow Dash jumped into the air and threw her kunai at Luna/XANA, actually knocking her back.

XANA: 210 HP

Luna/XANA saw a golden arrow hit the ground in front of her. She looked up and saw Fluttershy flying above her readying another arrow. Luna/XANA fired a shock wave at Fluttershy, but Sunset Shimmer flew in the way and blocked the attack with her whip. Sunset and Fluttershy nodded to each other, and Sunset flew down to Luna/XANA slashing with her whip in a more controlled manner this time. After a second, she flew back at the same time as Fluttershy's arrow came down and impaled Luna/XANA.

XANA: 150 HP

Applejack pulled out her two new guns, spun them around on her finger, and then pointed them right at Luna/XANA firing at her, hitting her continuously forcing her to defend. After a second of that, she put the two guns together, forming a shot gun and firing at Luna/XANA, actually breaking her guard and knocking her back.

When she fell back, Rarity rushed up to Luna/XANA and just glared at her for a second. She then began slashing wildly at Luna/XANA, but her entire style had changed. Now her fighting style was fancier, spinning the sword with her slashes. Luna/XANA tried to get in a slash of her own, but Rarity jumped away and lightly touched the diamond on her belt. She then spun her sword above her head, and it turned into a golden spear. She threw it right at Luna/XANA, the impact creating an explosion of light that knocked her to the ground.

XANA: 80 HP

As Luna/XANA sat up, Twilight stood over her glaring at her. At the same time, Fluttershy, Rainbow Dash, Pinkie Pie, and Rarity all stood behind her.

“I know this won't kill you XANA,” Twilight said, “but it will set Luna free from your grasp!”

She touched the crystal on the center of her belt, which was shaped like a purple six pointed star, and a stream of data shot out surrounding Twilight. At the same time, Fluttershy, Pinkie Pie, Rainbow Dash, Rarity, and Applejack all started floating behind Twilight and began glowing. They shot energy at Twilight, who held her hands above her head collecting the energy into a rainbow colored orb of light. She pointed it at Luna/XANA, and shot out what appeared to be a large multicolored beam of light at Luna/XANA. She screamed in pain as she was engulfed in the light.

XANA: 0 HP

When the light died down, they all saw Luna in her true Lyoko form fall to her knees unconscious. The Lyoko Warriors all fell to their knees in exhaustion as Sunset Shimmer looked at them in awe.

“They did it…” Sunset said, “They beat him!”

Sunset ran over to Twilight and embraced her.

“Whoa!” Twilight cried out in shock.

“You guys were amazing! You actually beat XANA!” Sunset said happily.

“We couldn't have done it without you,” Fluttershy said walking up to Sunset, who stood up and turned to Fluttershy, “Thank you Sunset Shimmer.”

Fluttershy held out her hand, but Sunset smiled and instead hugged Fluttershy.

“That's what friends are for, right Fluttershy?” Sunset asked.

“Right, friends,” Fluttershy said, returning the embrace.

“Check me out!” Rainbow Dash said turning around looking at herself, “I look like Strider or something!”

“The armor is a nice touch,” Applejack said looking at the body armor she was wearing, “And Ah could get used ta these new guns.”

“Just when I thought I couldn't get any sexier,” Pinkie Pie said, “This is a form I could really get used to!”

“Um Pinkie Pie…” Rarity said, “You do realize you're… um… well…”

“Like totally too sexy for my shirt?” Pinkie Pie asked, “Yeah, I know. It's tough being so hot.”

Rarity coughed, her face red with embarrassment. Applejack walked up to her and put a hand on her shoulder.

“Ya look real nice, Rares,” Applejack said. Rarity turned to Applejack.

“Really?” she asked.

“Yup,” Applejack said, “Kinda prefer the valkyrie look more than the tarnished armor look ya were sportin earlier.”

Spasibo… Applejack…” Rarity said looking down blushing.

Twilight walked over to Fluttershy taking her hand, “I knew it.”

“Knew what?” Fluttershy asked.

“That you were an angel,” Twilight said lovingly.

“Twilight… I-” Twilight cut Fluttershy off with a deep kiss. It was quite a reversal, and eventually Fluttershy fell into the bliss of it. Sunset Shimmer sighed to herself, but then smiled somberly.

“I guess they do look good together,” she said. Everyone stopped when they heard a moan nearby. They turned and saw Luna slowly getting to her knees. Applejack walked over to her and knelt on one knee in front of her.

“Hey, ya alright Lulu?” Applejack asked. Luna held her head with a confused look on her face.

“A…J…?” Luna asked, “Am I… myself again…?”

“Ah don't know. What if Ah told ya that Ah egged yer car before comin here?” Applejack asked, sounding dead serious. Luna's eyes went wide with rage.

“WHAT?! Do you have ANY idea how much it would cost to get that cleaned up?! Three weeks of detention! No, three months of detention! Why, I outta-” she stopped when she saw Applejack smiling at her, “You… you weren't…”

“Glad ta see Ah can still get under yer skin Vice-Principal Luna,” Applejack said. Luna pouted adorably and folded her arms.

“You're a real bitch, you know that?” Luna said.

“An' yer a cunt,” Applejack said smirking. The two of them looked at each other for a second, and then embraced one another, “Ah missed ya…”

“I know…” Luna said, “I'm sorry I hurt you…”

“There's a sight I never thought I'd see,” Dash said to Pinkie Pie and Rarity, both of them giggled in response. Right when Twilight was going to request someone devirtualize her, the entire room turned red and they heard a loud sound, almost like a trumpet.

“What the hell?!” Sunset asked.

“It's XANA!” Fluttershy said, “He came back!”

“No...” Luna said standing up, “He never left. You expelled him from my body, but he was still in the room.”

All of a sudden, a barrage of red laser shot into the room. Everyone turned to the door and saw an army of creepers and mantas by the door firing at them.

“What the?!” Pinkie Pie cried, “XANA's wants to go for round two?!” a laser shot her in the chest knocking her back.

Pinkie Pie: 0 HP

“Pinkie Pie!” Dash shouted. The mantas all flew into the room and three converged their laser fire at Rainbow Dash, instantly devirtualizing her.

Rainbow Dash: 0 HP


Both Rainbow Dash and Pinkie Pie's scanners opened up, and the two of them looked horrified.

“Shit!” Dash shouted.

“Twilight and the others are in danger!” Pinkie Pie cried.


Everyone gathered around and defended against the incoming fire, which was oddly hitting everyone except Twilight.

“What is XANA planning?!” Rarity asked.

“Ah don't know, but we gotta-” Applejack took a blast from a manta to the chest, devirtualizing from the damage she had taken previously in the assault.

Applejack: 0 HP

Twilight charged up her magic and fired an orb at an incoming manta killing it.

“Why aren't any of them attacking Twilight?” Fluttershy asked, firing an arrow at the creepers, killing one. Luna looked to the side and saw a sight no one wanted to see.

The scyphozoa.

“That's why!” Luna cried pointing to the scyphozoa, which was actually flying over to Twilight and Sunset, “Twilight, move!”

Twilight turned to Luna, and then to the scyphozoa. She screamed, but was pulled back by Sunset Shimmer. At the same time, Luna ran up to the scyphozoa with her blade out, jumped up to attack, but a manta fired at her in the air knocking her to the ground.

Luna: 0 HP


The scanner Luna used before opened, and Luna fell to her knees holding her chest. She then punched the floor in frustration.


As the tentacles of the scyphozoa tried to grab Twilight, Sunset and Fluttershy both took turns attacking the seemingly impenetrable monster. Rarity used her sword to block the incoming lasers and tried to summon that lance again, but for some reason it wouldn't activate.

“What's going on?!” Rarity asked, “Why can't I use that big attack again?!” before she could get an answer, the mantas' lasers got in and hit her continuously until she fell to the floor.

Rarity: 0 HP


Rarity's scanner opened, revealing Rarity lying on the floor of her scanner. She stirred for a second, and then pounded the floor in frustration.


Immediately she ran to the elevator, where she saw Luna sitting at the controls of the computer typing frantically.

“Pull them out!” Rarity ordered.

“I'm trying!” Luna said frantically, “Shoot! Tia knew more about this than I did!”

“Let me!” Dash requested. She and Luna switched places, and Rainbow Dash tried to use the devirtualization program, but for some reason it wouldn't lock onto Twilight, “What the hell?! It won't connect to Twilight for some reason!”

“What about the others?” Applejack asked.

“Yeah, it'll connect to everyone else, but for some reason Twilight is being blocked! I can't even see her hit points!” Dash fussed.

“XANA activated a tower!” Luna said, “That's the only way he'd be able to do this!”

“Check the super scan, Dashie!” Pinkie Pie requested. Dash nodded and checked the super scan, but no activated tower came up.

“Um, I don't think he activated a tower,” Dash said.

“How else could he mess with the super computer?!” Applejack asked, “He's gotta be usin a tower, just like Lulu said!”

“Well he's not!” Dash fussed, “The super scan can't find an activated tower!”


Hearing that, Fluttershy looked worried, “Sunset, take Twilight and leave Sector 5!”

“Are you sure?” Sunset asked.

“I'll let the monsters devirtualize me and help Rainbow Dash!” Fluttershy said.

“Fluttershy-” Twilight said, but Fluttershy placed her finger on her lips stopping her.

“Sunset will keep you safe, Twilight,” Fluttershy said, “We'll fix this, I promise.”

“FLUTTERSHY!!!” Twilight cried as Sunset carried her away. The last thing she saw was Fluttershy being shot up by creepers and mantas until her virtual body literally broke apart.

Fluttershy: 0 HP


Fluttershy emerged from the scanner and wasted no time, actually taking the ladder this time up to the computer room. Immediately she switched places with Rainbow Dash and began typing on the super computer. After a second, she actually slammed her fists on the keyboard in frustration.

That shocked everyone.

“Fluttershy…?” Pinkie Pie asked slowly.

“XANA did activate a tower,” Fluttershy said, “But the reason why we can't find it on the super scan is because… it's not on this Lyoko!”

“You don't mean…?” Dash asked slowly. Fluttershy nodded.

“XANA must have finished making his personal Lyoko, and is using one of his towers to keep us from reaching Twilight!” Fluttershy stated. Everyone looked grave and horrified at that. If it wasn't in their Lyoko, then they couldn't deactivate the tower.

XANA played them… again.


Sunset Shimmer and Twilight were on Twilight's Tera-Bike riding off, this time Sunset driving and Twilight as the passenger. Mantas were flying after them firing, but Sunset dodged out of the way of all of their shots.

“Twilight, how do we leave Sector 5?!” Sunset asked frantically.

“We have to get to the security section first!” Twilight said, “There are ports there that lead to other sectors!”

“Fluttershy, which sector is the nearest one?!” Sunset asked.

“From here it looks like the Desert Sector, but-” Fluttershy gasped, “Wait, the Desert Sector's data is almost completely gone!”

“What?!” Twilight cried.

“Shit! The defragmentation!” Sunset swore, “The sector is completely falling apart!”

“The Forest Sector and Ice Sector are the same,” Fluttershy said, “And the port for the Mountain Sector is too far away!”

“What the hell does that mean?!” Sunset asked.

“It means we're trapped in Sector 5,” Twilight said fearfully, “XANA's got us Sunset. He's got… me…”

“Don't you dare give up on me!” Sunset ordered, “I promise, I'm going to save you!”

When they reached the actual core of Lyoko, a biker rode right past them at the last minute, causing Sunset Shimmer to drive into his bike's stream. The Tera-Bike was instantly destroyed and both Twilight and Sunset fell to the ground.

Sunset sat up and saw that Twilight landed really far from her. As she was getting up, Sunset saw the scyphozoa floating over to her.

“Twilight! Behind you!” Sunset Shimmer cried out. Twilight turned around and screamed as the jellyfish monster wrapped it's tentacles around Twilight restraining her. She struggled the entire time until two tentacles were held over her head and began glowing read.

“No… No…! NO!” Sunset screamed rising to her feet, “Twilight!”

“Sun…set…” Twilight said, tears in her eyes as she floated helplessly held in the arms of the scyphozoa. Sunset flew over to Twilight and got her laser whip ready, but a creeper fired at her knocking her down to the floor.

Sunset: 35 HP


“Shit shit shit!” Dash swore.

“I can't watch!” Pinkie Pie said covering her eyes.

“Twilight!” Fluttershy cried, “TWILIGHT!!!”


After a second, the scyphozoa released Twilight, who fell to the floor. All of the monsters backed away, leaving Sunset and Twilight alone. Sunset slowly rose to her feet and walked over to Twilight.

“Twilight…?” Sunset asked reaching for Twilight, “Are you-” Twilight suddenly reached for Sunset's hand grabbing it tightly. She looked up at Sunset with a smile that seemed so calm it was inhuman.

“Hello Sunset Shimmer,” Twilight said softly.

“What's going on?” Sunset asked, “Twilight, what happened to you?”

“Twilight can't answer at the moment,” the entity in control of Twilight said rising to her feet. She pulled Sunset in close and spoke into her ear, “You can call me… XANA.”

“XANA…!” Sunset asked. Immediately, Twilight threw Sunset away from her, and her entire form began to change. Her white robe/jacket vanished, and was replaced with a black and purple equivalent. Purple eye shadow appeared on her eyes, and her red lipstick darkened to a more blood red. The body suit she wore was now jet black, and the star on her belt was replaced with the XANA symbol.


Everyone in the computer room was horrified. Pinkie Pie slowly stepped away from the computer falling into Dash's arms as the latter held her.

Rarity covered her mouth in horror and fell into Applejack's embrace. Applejack looked at the computer screen in disbelief. Luna was trembling, a look of pure terror on her face.

Fluttershy was looking down, her hair covering her eyes as she trembled. Slowly her hands tightened into a fist.


“Mmm… now this is better,” XANA said stretching, “No longer bound by those annoying emotions that you humans have.”

Looking at XANA like this was different than when he possessed Luna. Then it was still essentially Luna, just being used to speak for XANA. This however felt more complete. It was like Sunset was looking at XANA directly.

“What… did you do to Twilight…?!” Sunset asked, “Where is she?!”

“Oh, she's in here, don't worry,” XANA said pointing to “her” head, “She's just sleeping at the moment.”

“XANA…!” Fluttershy said from the real world, her voice low and even.

“Is that you Fluttershy?” XANA asked, “You don't sound too good.”

“First you kill my father, then you take away ten years of my life, and now you think you can take Twilight?!” Fluttershy shouted, “I swear to God XANA, when I get my hands on you, I'm going to rip you APART!”

“Oh really?” XANA asked, “How are you going to do that without Lyoko?”

“Without…?” Sunset looked behind XANA and saw a glowing orb floating behind her, “No!”

XANA turned around, kicked high in the air, spun around allowing black and red energy to form around her, and then much like Twilight would spread her arms out, this time shooting a large red and black stream out at the orb. When that happened, everything around them sparked and the walls started falling apart.

“What happened?!” Sunset Shimmer asked.

“If I were you, I'd get out of here,” XANA said, “Who knows what would happen if a human remained in Lyoko as it died.”

“XANA!!!” Sunset shouted.

“Thank you for helping them get the source codes,” XANA said with a sinister smirk, “I couldn't have done this without you.”

She vanished in black smoke, leaving a red wire frame that vanished. Sunset fell to her knees in horror as her body broke apart and she devirtualized.


Back in the real world, Fluttershy lightly placed the microphone down onto the keyboard as everyone else turned to the hologram of Lyoko. The hologram shook and became fuzzy making a loud static noise for a few seconds. That lasted until the entire thing vanished.

Luna fell to her knees, her eyes wide in horror, “Celestia… Twilight… both of them are…” Luna said softly. Both Pinkie Pie and Rarity broke down, Pinkie Pie crying the hardest. Rainbow Dash and Applejack held their respective partners, also unable to keep their tears in, but Rainbow Dash had a look of sheer hatred in her eyes.

Fluttershy was deathly silent, bringing her knees to her chest and hugging them. Her hair covered her eyes the entire time, but anyone who saw her would have noticed the constant stream of tears falling from her eyes.

In the scanner room, Sunset Shimmer was banging her fist against the scanner she emerged from, crying uncontrollably.

“IT'S ALL MY FAULT!!!” she screamed, “IT'S ALL MY FAULT!!!” She fell to her knees helplessly, completely breaking down. Out of all of the losses they had at the hands of XANA, this was the biggest one. They lost Lyoko…

And Twilight…


Everyone went to the Everfree Mansion, which seemed to be their second base of operations and where they went when things got bad. Surprisingly the Spring Fling hadn't started yet. Not like anyone felt like going anymore.

Most of them gathered in the living room, none of them speaking. Even Pinkie Pie was completely silent, sitting against a wall by herself. Luna, Applejack, and Rainbow Dash were all on the couch, Rarity was sitting alone in chair, and Sunset was standing by a window away from everyone.

Fluttershy immediately ran to her old room and slammed the door closed, a gesture that screamed “leave me alone”.

“We can't win,” Rarity said, finally breaking the silence.

“Bullshit,” Dash said immediately.

“What. Can. We. Do?!” Rarity screamed standing up, “XANA has Twilight, he destroyed Lyoko, we have no way of fighting or hunting him down, face it! We lost!”

“We're still alive, right?!” Dash shouted standing and getting in Rarity's face, “As long as we're still alive, we can fight!”

“With what?!” Rarity asked, “Did you bring kunai with you from Lyoko?! Last time I checked, out here you were just regular high school girl, just like me!”

“We can't just give up!” Dash argued, “Twilight wouldn't-”

Twilight belongs to XANA now!” Rarity fussed.

“Yeah, just like someone else I know did a month ago! Twilight didn't give up on you when you were screwing XANA, but you want to give up on her?! Some friend you are!”

“How DARE you say that!” Rarity screamed. Right when it looked like Rarity was about to attack Rainbow Dash, Applejack jumped in between them pushing them away.

“Would both of y'all calm the hell down?!” Applejack shouted, “Shoutin at each other ain't solvin nothin!”

“Tell that to your girlfriend!” Dash spat, “She's the one who's ready to just give up!”

“I'm being realistic!” Rarity said, “It was different when I was taken, because then we still had Lyoko! Without that, we can't do anything!” Rarity trembled as tears formed in her eyes, “We can't… fight… or stop XANA… or save Twilight… without… Lyoko…!”

She fell to her knees and completely broke down. Applejack embraced her tightly and looked up at Rainbow Dash sternly, who looked away somberly, understanding appearing on her face.

Sunset Shimmer sighed and walked over to the steps, apparently to check on Fluttershy. Luna got up and walked over to Pinkie Pie taking her hands.

“Let's walk around the house for a bit,” Luna said softly. Pinkie Pie nodded wordlessly and followed Luna out of the living room, leaving Applejack, Rarity, and Rainbow Dash alone. The only sound in the room was Rarity's anguished sobs.


“Fluttershy?” Sunset Shimmer asked knocking on the door, “I'm coming in, okay?” she opened the door and walked in, heartbroken at what she saw. Fluttershy was lying on her bed, her back turned to the door.

“Fluttershy… I'm sorry…” Sunset Shimmer said sitting down on Fluttershy's bed, “All of this is my fault. I… I lead XANA to the source codes, and by releasing him from Luna we allowed him to take Twilight. What's worse, now he's destroyed the one thing we needed to fight him. You guys asked me to join the team so I could help you, and instead… thanks to me we just lost everything. Truth is, before coming to this school, all I did was screw up. It's like XANA said, I'm not a good person. If you knew the things I did before coming here…” she laughed ruefully, “You lost your father, your mother, ten years of your life, and now… the person you loved the most. If you hate me, I'd understand. For what it's worth though, I'm sorry.”

She was about to get up, but Fluttershy grabbed her hand stopping her.

“I… don't hate you…” Fluttershy said softly.

“You don't…?” Sunset asked shocked, “But… because of me…”

Fluttershy sat up and shook her head, “You just wanted to help. I could see how much you care for Twilight back in Lyoko, and I can still see it now. I… don't know what kind of person you were back then but…” Fluttershy smiled at Sunset, “You're someone I'm proud to call my friend right now.”

“Fluttershy…” Sunset said, unable to believe what she was hearing. Fluttershy pulled Sunset into an embrace.

“Twilight wouldn't want me to hate you, so I won't. I'm… happy I met you Sunset Shimmer,” Fluttershy said. Sunset closed her eyes and returned the embrace. They stayed like that for a few seconds until really fast footsteps were heard coming to the room. The door swung open and Pinkie Pie stormed in.

“Fluttershy, Sunset, you need to come downstairs!” Pinkie Pie said excitedly.

“What?” Sunset asked, “Is it more bad news?”

“No! This is actually good news!” Pinkie Pie smiled, “The fight's not over yet!”

“What do you mean?” Fluttershy asked standing up.

“Just come downstairs!” Pinkie Pie said grabbing Fluttershy's hands. She pulled her out of the room, and Sunset shook her head running after them.

Pinkie Pie led them to what appeared to be a secret room in the mansion, hidden by a bookcase. The only things in the room were a small computer, a desk, simple chair, and a lamp. Everyone else was inside already, and they were all looking at a really thick notebook on the desk.

“Good, you're here,” Luna said when Fluttershy, Sunset, and Pinkie Pie walked into the room.

“How did you find this place?” Fluttershy asked.

“You're father showed us all where it was, just in case there was an emergency,” Luna said, “I had Pinkie Pie help me search for it, as I didn't remember exactly where it was, but Pinkie Pie has a knack for finding these things.”

“I played Star Ocean,” Pinkie Pie said, “That game is like the king of bad conveyance in modern gaming. Play that enough and you learn to check EVERYTHING.”

Sunset walked over to the notebook and looked at it. Code, equations, things that to anyone else would just be gibberish, but to Sunset it made absolute sense.

“Look at cover,” Rarity said. Sunset turned to the front page and was wide eyed.

How We Made It

“This is… this is how the Architects of Lyoko built the super computer!” Sunset exclaimed. Luna nodded smiling proudly.

“Look at the last section,” she requested, “I think that will give us exactly what we need.”

Sunset looked at the last section, which had a book mark on it. Just the cover gave Sunset a heart attack.

LYOKO

“It's a manual on how to build Lyoko…” Sunset said looking it over, “It's actually not too complicated.”

“Seriously? Cause I can't make heads or tails of it,” Dash said.

“Can we remake Lyoko with this?” Applejack asked.

“I know I can,” Sunset said, “It'll take all of Spring Break, and I might have to use Return to the Past a few times, but…” she looked at Applejack hopefully, “I can rebuild Lyoko.”

Everyone cheered loudly at that. That was the best news they heard all day. After a second, Dash's phone chimed. She looked at it and saw a text from Macintosh, asking where she was.

“Shit...” Dash swore, “Macintosh is wondering where I am.”

Applejack looked at her watch and paled, “Dang, the Spring Fling is about ta start.”

“I don't know about going,” Rarity said somberly, “With everything that just happened…”

“Yeah, it really doesn't feel right now,” Pinkie Pie said.

“No girls, you should go,” Luna said, surprising everyone.

“But, what about this?” Sunset asked, referring to the book.

“We can get started with that in the morning,” Luna said walking over to the desk and closing the book, “There's a time to be warriors, and a time to be teenagers. Right now, it's time to be teenagers.”

“It… is your first date Dash,” Fluttershy said, “You shouldn't miss it.”

“And it is true that ya worked real hard on that dress, Rares,” Applejack said, “It'd be a shame if ya didn't show it off.”

“Mmm…” Rarity thought for a long time, and then nodded, “Dah, dah, you are right. Besides, if Twilight were here, she'd say same thing.”

“Yeah, and I promised Applejack I'd be a good loyal girlfriend to her older brother,” Dash said, “That would suck to stand him up on our first date.”

“What about you Fluttershy?” Pinkie Pie said, “We'd understand it if you didn't want to go with us.”

“Actually…” Fluttershy walked over to Sunset Shimmer, “W-would you… be my date… to the Spring Fling…?”

Sunset was wide eyed, but then smiled taking Fluttershy's hand.

“I'd love to.”


The six girls all went to Rarity's shop to get changed changed, and Luna called a limo to take them back to the school. When they walked in, it was safe to say they all turned heads. Applejack was wearing a fancy tuxedo that went with her stetson, and Dash was wearing the look that Rarity put together for her. Pinkie Pie had opted for a pink and white one piece dress that looked like it came from candy mountain and matching boots, and Rarity wore a really sexy black dress that hugged her curves and was opened at the left side. Naturally she went all out with the make up and heels, and every guy who saw her cursed the fact that she was a lesbian.

Sunset was actually wearing a super sexy red dress similar to Rarity's, just with slits on both sides and red high heels. Fluttershy had miraculously found a dress that looked just like the dress her old avatar in Lyoko wore. She even managed to find a tiara and jewelery.

Despite the situation, they all had fun. Naturally everyone kept asking where Twilight was, but they all managed to cover that up pretty well. Luna was sitting by the punch bowl, wearing a midnight blue gown and matching high heels when someone tapped her shoulder. She looked up and her eyes lit up.

“Discord!” Luna said, smiling at the tux wearing man. Naturally his tux was white on the left and black on the right, while the pants were in reversed color.

“The one and only,” Discord said jovially. Luna sat up and hugged him tightly, “Whoa! I haven't been hugged this tightly by you in ages.”

“I have my memories back,” Luna said, “Completely.”

“Ahh, I see,” Discord said, “About what Celestia did…”

Luna shook her head, “I understand why she sealed me away. It was the only way to stop XANA. Speaking of,” Luna sat back down with Discord, “He's taken Twilight.”

“So that's where she is,” Discord said gravely, “That's… a problem…”

“It gets worse,” Luna said, “He destroyed Lyoko, and apparently has his own somewhere in the world.”

“How much you wanna bet it's in Tartarus HQ?” Discord asked.

“We don't know where their base is though,” Luna said, “If they have it, Twilight, and my sister there…”

“We'll save her,” Discord said placing his hand on Luna's, “Or rather, they'll save her. I have faith in those girls.”

“Me too,” Luna said looking at all of them. Macintosh and Rainbow Dash were in each others arms dancing, Pinkie Pie and Cheese Sandwich were sitting at a table laughing about something, and Sunset Shimmer and Fluttershy were also at the dance floor, holding each other closely as they danced. Luna smiled at them, but then looked around, “Have you seen Applejack?”

Discord chucked and pointed to the far left side of the gym. Luna looked and saw Applejack and Rarity hiding under the bleachers, the latter against the wall. Both girls were kissing passionately, as if they had been waiting to do that their whole lives. Luna rolled her eyes shaking her head.

“Oh, you're not going to go over there and blow your whistle?” Discord asked jokingly.

“After the day they had, those two deserve some time to be a couple,” Luna said, “As far as I'm concerned, I saw nothing, so they're not doing anything wrong. Now, if they go beyond kissing, that's a different story.”

Discord nodded, and silently counted to five. Once he hit five, Luna shot up.

“I'm going to tell them to at least take it outside,” she said storming off. Discord laughed as she walked off, and then lingered on Fluttershy.

“She's got some good friends, Sombra,” Discord said softly, “They're making her a lot stronger than she was before. You'd be proud of her.”

Tomorrow, the fighting would continue. Sunset would have to work fast to make sure XANA didn't get too much of an advantage. Things were going to get tougher, but for now…

There was nothing wrong with just enjoying this time.

Ending Theme: Can't Fight the Moonlight