Code Lyoko: EG

by Azure Sandora


23: Resolve

Theme Song: A World Without Danger

23: Resolve

Spring Break proceeded without incident, which was both welcome and concerning. It was nice to have two weeks to just relax, but this also meant that XANA wasn't worried about them anymore. They had no way of knowing what he was doing, especially with him using Twilight's body as his own now.

The Lyoko Warriors tried staying positive, but it just didn't feel the same without Twilight. Applejack didn't like sleeping in the dorm room, as without her roommate it felt too empty, so she hadn't been getting a lot of sleep. She would have been spending more time with Rarity, but she was using this time to reconnect with her family.

Pinkie Pie and Rainbow Dash stayed in the school for the most part playing video games, but every so often Dash would head to the factory, claiming to be helping with a few interesting projects. Whenever she was asked about what was going on, she just said “Sunset is planning something big”.

Speaking of Sunset, she fell right in with the group, deciding instead of going into the front lines to take Twilight's spot as the navigator. With Fluttershy's help she was able to quickly learn how the various programs on the computer worked, and eventually took over in making her own. She and Fluttershy had become very close, but Fluttershy's enthusiasm had dropped a good deal.

Vice-Principal Luna was hovering around them, but she mainly stayed with Discord, who was now actively helping the team. It looked like the two of them had their own plans, and had more or less decided to let Sunset and the others handle recreating Lyoko. According to them, the final Architect was on her way, and she had been updated on the situation.

It was coming toward the end of Spring Break, the last two days of it actually, and Applejack was lying on the grass under a tree, apparently Luna's thinking tree as she called it. It seemed like XANA kept taking people that she loved, and that whenever she got someone back, she lost someone else.

It was getting hard for her to keep her spirits up.

As she lay on the grass, her thoughts went to Twilight, remembering the time they met, and how happy she was in the beginning. Sure, she was more reclusive back then, but life was a lot simpler then too. Back then, the biggest problem Twilight had to deal with was embarrassment.

Nine Months Ago…

Applejack had just finished her shower and was heading back into the room to get dressed for the day. It was the weekend, but Applejack had planned on seeing Rarity today. She didn't know why Rarity wanted to meet up with her, as she was almost certain that Rarity hated her guts.

She opened the door, wondering if Twilight was already up. She usually got up earlier than everyone and got her shower in first, even on the weekend. Applejack didn't understand it, but with how active they had been since fighting XANA, it was no wonder she was tired.

When she stepped in, she saw Twilight pacing around nervously. When she saw Applejack, she screamed and turned her back to her covering her chest. The only thing she was wearing it seemed was her underwear.

“Haven't you ever heard of knocking?!” Twilight fussed.

“Sorry,” Applejack said raising her eyebrow, “But it ain't like Ah haven't seen any of it before. In case ya fergot, Ah'm kind of a girl too.”

“I-I know… but… you can't be in here right now!” Twilight cried, “You… you have to change somewhere else!”

“Now that just sounds silly,” Applejack said walking over to Twilight, “Where else am Ah supposed ta change?”

“I don't know! Just not here! I… I don't like anyone to see me naked!”

“Twilight,” Applejack put her hand on Twilight's shoulder, “Ah know ya didn't exactly want a roommate, but Ah'm here now. If this is gonna work, then ya gotta trust me. It ain't like ya gotta worry 'bout me harrassin ya.”

“I guess not…” Twilight said softly, “Okay, but you can't tell anyone, okay? I mean it. Not even Fluttershy knows about this.”

“Ah promise,” Applejack said. Twilight slowly turned around, still with her arms over her chest, and then slowly lowered them. Applejack tried hard, she tried SO hard not to look too surprised, but on impulse her eyes went wide and she stepped back a bit. Twilight had to be at least a high C-cup. Applejack had found a really big bra once before, but she was a B-cup herself, so it wasn't hers. Obviously, it belonged to Twilight.

“Holy… cow…” Applejack said on impulse. When she heard Twilight groan she realized her choice of wording was horrible, “Um, Ah didn't mean it like that! Ah mean, they're not HUMONGOUS, but they're… well… damn Twilight.”

“Ugh, I know! I had this huge growth spurt last year, and most of it centered around my chest!” Twilight looked away blushing, “I had to buy all new bras! Thankfully my brother's fiance was understanding. If I had to ask my Mom for help...”

“So that's why yer always rushin outta the room early in the mornin,” Applejack reasoned, “Yer embarrassed because of yer breasts.”

“I'm a freaking tit monster…” Twilight said sitting on her bed.

“No yer not,” Applejack said sitting down next to her, “Yer extremely beautiful. Like Ah said, they're not enormous. Ya wanna talk about enormous, Rarity's a full on D-cup.”

Applejack emphasized this by holding her hands out over her chest to show Twilight how big they were. Twilight's eyes went wide.

“Goodness! How does she stand with those things?!” Twilight asked.

“Beats the hell outta me!” Applejack said, the two of them laughing afterward, “Tell ya what though. Ah know how embarrassin it is when puberty smacks ya in the face, so how about until yer comfortable with it, Ah'll cover fer ya.”

“You'd do that?” Twilight asked, “You're not going to take a picture of me naked and post it on the internet?”

“Ya kiddin?! Ah'm a delinquent, not a bully! There's a MAJOR difference! Ah'd only do somethin like that ta Vice-Principal Luna. Come ta think of it…” Applejack said with a dangerous smirk. Twilight rolled her eyes, and then hugged Applejack.

“Thank you Applejack,” Twilight said, “I'm happy you're my roommate.”

“Yer welcome Twilight,” Applejack said returning the hug, “Ah'm happy ta be yer roommate too.”

End Flashback

That was the day she and Twilight seriously became friends. Thinking about that made Applejack get misty eyed. She missed Twilight a lot, and she was scared for her. Rarity and Luna were one thing, but XANA was just using Rarity to get to them and Luna was already his chosen warrior. XANA had wanted to kill Twilight, wanted her to suffer, and now he had her in his grasp.

Twilight was already terrified of XANA. Now she couldn't escape him.

“Damn it…” Applejack groaned when she realized she was crying again. She wiped her eyes and pulled her hat over her face. She didn't want anyone to see her, just in case she started full on bawling her eyes out, which she felt close to doing. She didn't tell Dash or anyone, but when Rarity said that they couldn't win, she almost agreed with her.

What was it going to take to beat XANA?

Her phone vibrated, taking her out of her internal moment. She almost ignored it, but when she saw it was Sunset Shimmer, she thought against it.

“What's up Sunset?” Applejack said.

“I'm calling everyone before I start this test,” Sunset said, “I felt it wouldn't be in good taste to just turn this on without letting everyone know before hand.”

“Let everyone know what?” Applejack asked.

“That they're about to take a trip,” Sunset said. Before Applejack could say anything, a white light slowly came over the school and engulfed everything. When she came too, she was back in her room sitting on her bed. Applejack looked at the date on her phone and saw yesterday's date as today's.

“Return ta the past…” Applejack said, putting two and two together. In order for that to work, that would mean…

Applejack immediately ran out of her room and to the secret passage. If Sunset could use Return to the Past, that meant that she did it.

She rebuilt Lyoko.


On the way, she ran into Rainbow Dash and Pinkie Pie, and without a word they all ran to the secret passage. In the sewers, Applejack put on her skates, Rainbow Dash jumped on her skate board, and Pinkie Pie got on her bike, and they three of them rode to the bridge crossing to the factory.

They climbed up the ladder, where they saw Rarity running to the bridge. She met up with them and the four girls ran into the factory. All at once they jumped on the ropes hanging and swung down to the elevator, taking it down. As they waited, Applejack turned to Rarity and smiled. Rarity, oddly, gave Applejack a sad smile and then turned away.

Okay, Applejack thought with a raised eyebrow, we're going to have to talk later it seems.

When the elevator opened, the four of them rushed to the computer, where Sunset Shimmer was sitting in front of the keyboard. She had recently altered her attire slightly, wearing a purple top and orange mini skirt over her black leather jacket, and black and purple high heeled boots. Right when it looked like everyone was about to start showering her with twenty questions, Sunset turned to all of them.

“Shh!” she said before pointing to the side of the room. Lying next to the wall with a red blanket draped over her was Fluttershy, who was sound asleep and resting her head on a pillow.

“She's finally resting,” Sunset said softly, “She's been going nonstop since Twilight's capture. She wanted to make sure that we finished the new Lyoko as soon a possible.”

“Poor thing must have worked herself to exhaustion,” Rarity said slowly walking over to Fluttershy and petting her side lightly. She didn't wake, but she did at least smile.

“So, since you used Return to the Past, does that mean…?” Dash asked. Sunset pushed a few buttons on the keyboard and motioned to where the hologram was.

“See for yourself,” she said proudly. Everyone looked and saw what looked like the hologram of Lyoko, but it only had the central orb and one single sector shooting straight up.

“Well gosh darn,” Applejack said looking at it closely, “Ya really did it.”

“It looks smaller though,” Pinkie Pie said, “You forgot three sectors.”

“I didn't forget,” Sunset said laughing, “Programming a new Lyoko is harder than I thought. Turns out the Architects of Lyoko all created their individual sectors on separate computers, while Sector 5 was made here in the super computer. We used Fluttershy's laptop to make the Forest Sector while I put Sector 5 back together.”

“Do we really need to create other sectors?” Rarity asked, “We really just need Sector 5, dah?”

“Oh trust me, we need the other four sectors,” Sunset Shimmer said, “Take a look at this.”

Everyone gathered around the computer and look on her screen, where they saw Sunset was looking at a section deep within Sector 5 that looked like a tunnel. That tunnel actually seemed to connect to the Digital Sea, which was given really odd readings.

“Why does the Digital Sea look like that?” Rainbow Dash asked.

“Lyoko is a lot more than just a virtual world created in this computer,” Sunset explained, “Actually, it would be a lot safer to say that Lyoko's actual function is more of a door.”

“A door?” Applejack asked.

“Oooh, I know this part…” Pinkie Pie said in a whisper, “This is the part of the game where the big plot twist comes…”

“That's… not too far from the truth I think,” Sunset said, “You see, Lyoko is meant to be a protective layer for something deep within Sector 5, which allows safe passage through what appears to be a door of some sort. That door, get this, leads into the internet.”

Everyone looked at Sunset with wide eyes, unable to comprehend what she just said. Lyoko could connect to the internet?

“Hold on,” Dash said, “Lyoko is connected to the internet? Like, the actual internet, with facebook, and youtube, and google?”

“I'm surprised you guys didn't realize it,” Sunset said, “You know the Digital Sea? That's actually the network. Didn't Twilight tell you guys?” everyone was silent and looked at each other awkwardly, “Wait, don't tell me… you guys have been using this thing for almost an entire year, and you had no idea what the hell it was?”

“We… sorta were jus… wingin it fer the longest,” Applejack said.

“Anyone who did know what super computer was either had to stay hidden, or got captured by XANA,” Rarity said.

“And Twilight didn't bother to look into things more?” Sunset asked, almost in disbelief, “She didn't think to figure out what XANA wanted with this thing, or how it actually connected to the real world?” when everyone looked down in silent shame, Sunset gave them all a deadpanned look, “You know, I'm starting to see why you guys keep losing to XANA so badly.”

“Hey, cut us some slack here!” Dash fussed, “We're doing the best we can, but we're just kids!”

“No, you guys aren't,” Sunset said completely turning to them, “This isn't just something we can phone in. XANA is a major threat, not just to you, me, or Canterlot, but to the entire planet. He's not just a TV super villain that we can fight on Saturday mornings or whenever he shows up. We're at war, and we have to stay on top of XANA, otherwise he's going to get another one up on us, and next time we won't recover.”

“Guys… I think Sunset is right.”

Applejack, Rainbow Dash, and Rarity all turned to Pinkie Pie of all people, who looked back at the hologram seriously.

“Pinkie Pie?” Applejack asked.

“Every time XANA beats us, it's worse and worse. First he let us materialize Fluttershy without getting her memories back first, then he turned Rarity against us and escaped the super computer, and now he took Twilight and destroyed the original Lyoko. Fighting in Lyoko is fun and all, and it really is like a video game, but if we don't get our acts together, XANA will get us again,” she turned to everyone, “We can blame XANA all we want, but letting Twilight get captured was our fault.”

“We let her down,” Rarity said folding her arms, “Twilight was counting on us to help her fight XANA, to protect her from XANA. Instead we ended up practically giving Twilight to XANA.”

“She was so terrified of him,” Dash said, “I mean, to the point where she was in tears over it. I promised her I'd protect her from XANA,” she slammed her fist into her palm, “Damn it!”

“We can stand here an' feel sorry for ourselves till the cows come home,” Applejack said, “But that ain't gonna save Twilight or Principal Celestia. We jus' gotta do better.”

Dah,” Rarity said, “This time we'll stop XANA.”

“We're in the home stretch people,” Pinkie Pie said, “Make sure you grind enough. The bosses coming up are gonna be tough!”

Sunset smiled at everyone, and then turned back to the computer, “Now that we've had that talk, we can begin planning our next attack.”

“How are we going to get Twilight back from XANA?” Dash asked, “I mean, we can't just use the same program we used to save Rarity, can we?”

“Afraid not,” Sunset said, “And without Twilight's ignition program, we can't use the source codes either.”

“We need to find XANA's Lyoko,” Rarity suggested, “He might be using tower to control Twilight.”

“I doubt it'll be that easy,” Sunset said, “But finding his alternate Lyoko does sound like a good idea. We can bet that from now on, he's going to start using his own Lyoko to fight rather than ours. That being said, we need to get connected to his server, so we'll know what he's doing.”

“Alright then, so how do we do that?” Applejack asked.

“We do that, with this,” Sunset said, showing on the computer screen what looked like a vessel of some sort. It had a circular top that looked like the main cockpit, and two long pieces folded at the side with jets on it. The main crux of the ship was a long needle like part shooting straight down that had four smaller ships connected to it.

“Okay, not gonna lie,” Dash said, “That looks cool.”

“What is it?” Pinkie Pie asked.

“This, is The Argo,” Sunset said.

“The Argo?” Applejack asked, “Why that?”

“Well, it's to keep with the Greek theme that the Architects went with,” Sunset explained, “The Argo was the ship used by Jason and the Argonauts when they journeyed to get the Golden Fleece. This ship is made to allow us safe passage through the Digital Sea.”

“How will that help is find XANA's Lyoko though?” Dash asked.

“Well, if our Lyoko is connected to network, it's safe to assume that his is too, dah?” Rarity asked.

“Exactly,” Sunset said, “I just need to put in the finishing touches on The Argo, and we need to let Fluttershy get some more rest, so we'll head out tomorrow.”

“Great,” Applejack said, “Um, Rares, can we talk upstairs?”

Rarity turned to Applejack with a nervous expression, “D-dah,” Rarity said. She and Applejack both walked to the elevator and to it up, leaving the rest of the team in the computer room.

“Uh oh,” Dash said, “Trouble in paradise maybe?”

“I hope not,” Pinkie Pie said, “They're the most stable relationship on the team. They better not play the whole on again off again trope!”

“Shh!” both Dash and Sunset said at the same time. By the wall, Fluttershy stirred slightly, but thankfully didn't wake.


“So, how are ya holdin up?” Applejack asked Rarity, the two of them now walking next to the lake in Rarity's special place.

“I'm… well for most part,” Rarity said, “Worried about Twilight, dah, but beyond that…”

“Rarity,” Applejack said taking Rarity's hands and looking her in the eyes, “Ah know when ya got somethin on yer mind. Now spill it. What's buggin ya?”

Rarity sighed and averted her eyes from Applejack, “Remember during Spring Fling, when we went off to be alone…?”

“Oh yeah, when we… uh…” Applejack looked down rubbing the back of her head, “Look, Ah'm sorry Rares. You were jus' so sexy in that dress, an' when ya told me ya weren't wearin-”

Rarity coughed suddenly to cut Applejack off, her face bright red, “Dah, well, you don't have to apologize. I was just as eager as you. The thing is,” Rarity sighed, “Someone took picture of us… and posted it online… and…”

“And…” Applejack asked.

“And… parents… saw.”

Applejack took a deep breath, realizing why this was a problem. Had it been anyone else it wouldn't be but too big of a deal, but according to Rarity, homosexuality was really frowned upon in Russia. One of the reasons it took so long for them to get together was Rarity's shame at being so attracted to another girl. She had long since gotten over that shame, but they hadn't figured out how to tell her parents about them yet.

Looked like fate had other plans.

“So… what do ya wanna do?” Applejack asked, her heart racing a bit, “You… don't wanna… break up with…”

Rarity's eyes went wide, “Nyet nyet nyet!” Rarity said immediately, “Never! I love you so much, Applejack! I'm… just scared!” Rarity looked to the side, “What if Mama decides not to give shop to me, or parents disown me?”

“They wouldn't go that far,” Applejack tried to say, but then got worried, “Would they…?”

“I don't know!” Rarity said, “Parents love me, but I can tell they're not happy with what they saw!”

“What did ya tell them?” Applejack asked.

“I told them truth,” Rarity said, as if it was obvious, “That girl in picture was girlfriend, and we've been dating officially for three months.”

Applejack couldn't deny how happy she was to hear that. Before, Rarity was too afraid to even let Applejack kiss her on the cheek in public, and she was now standing up for their relationship with her parents. Still, even Applejack was worried about what they'd try to do.

“They can't tear us apart,” Applejack said.

“They might try!” Rarity cried, “They'll think they're doing me service by-”

“Let 'em try,” Applejack said wrapping her arms around Rarity and pulling her close, “Ah ain't lettin ya go that easily. We already had ta deal with XANA tryin ta tear us apart. If we beat that egoistical computer virus, Ah know we'll be able ta get through this. But we gotta do it tagether.”

Rarity looked into Applejack's eyes as tears built up in hers, “You… stay with me? Even if parents make it hard?”

“Damn right Ah will,” Applejack said, “How does it go…? Ya… tebya… lyu…blyu…?”

Rarity laughed, probably because she sounded horrible. Still she wrapped her arms around Applejack's shoulders, “Ya tozhe tebya lyublyu, Applejack,” Rarity said lovingly, pulling Applejack into a deep and loving kiss. This was such a shift from how they started. Rarity used to be a bundle of nerves, but that was in the past. She visibly relaxed in the arms of her lover. Applejack didn't know how Rarity felt about it yet, but Applejack was almost certain.

She was going to marry this girl in the future.


Fluttershy woke up probably around twenty minutes after everyone else left. She had wanted to get some more work done, but Sunset Shimmer insisted that they go get some rest. She took Fluttershy to get something to eat, and the two of them began walking back to the dorms.

“You know, that was really good,” Sunset said with a smile, “The pizza here is definitely the best,” she turned to Fluttershy who as always looked really forlorn, “Hey, it'll be fine.”

“Will it?” Fluttershy asked sadly, “Will it ever be fine? I've lost everything now. Right when I felt like I could get Twilight back, I ended up losing her all over again. I almost feel like I'll never laugh again.”

“Hm… is that so?” Sunset asked thoughtfully. She then walked behind Fluttershy, and suddenly started tickling her.

“AHH!!!” Fluttershy screamed, “S-stop Sunset!” she said through her laughter.

“Are you laughing right now?” Sunset asked.

“Y-yes… but-” Fluttershy couldn't finish her statement, as she was laughing so hard from the tickling session. After a second, Sunset stopped tickling her and turned her around to look her dead in the eyes.

“See? You can still laugh. As long as you have that, there's hope,” Sunset said. Fluttershy looked away still somewhat worried.

“But… XANA has-”

“Nothing that we can't get back,” Sunset finished for her, “Lyoko is two fifths finished, that's at least enough to get us started. Twilight is depending on us to rescue her. She's probably feeling helpless herself, you know?”

“Y-yeah… probably…” Fluttershy said.

“How are we going to rescue her if we're feeling just as helpless as she is?” Sunset asked. She then walked past Fluttershy, “I'll see you back at the dorm, okay?”

She didn't answer her, nor did she run after her. Fluttershy instead stood there thinking about Sunset's words. She was so confident, and it didn't seem like misplaced confidence somehow. Sunset seriously thought she could beat XANA.

How could she have so much assurance though? Was it only because she hadn't been fighting XANA for as long as Fluttershy had, or was she actually right?

Fluttershy was beginning to feel like they'd never defeat XANA. How could Sunset be so confident?


Everyone received a text from Sunset that night, saying that they'd move out tomorrow at around eleven. That following day, everyone had a feeling of both duty and tension. The feeling that they'd fail somehow was heavy in the air, but still, they all made their way to the factory at the appointed time.

“Okay, the Argo is finished,” Sunset said turning to everyone, “We'll first drop you off at the Forest Sector near the edge, and then I'll send you into Sector 5.”

“Can't we just transfer right into Sector 5?” Dash asked.

“We're still testing programs,” Fluttershy answered, “We need to make sure that the transfer system isn't bugged, so that's why we're going into the Forest Sector first.”

“Hey, wasn't the Forest Sector the one we went into the very first time?” Pinkie Pie asked.

“Ah think it was,” Applejack asked, “At least, fer most of us. Rares didn't join us till later.”

Dah,” Rarity nodded, “My first time was in Desert Sector.”

“Funny, that's the one we're actually creating next,” Sunset said, “At this rate, we should have all of Lyoko finished by the time the next semester starts.”

“So, are we gonna test out… that program?” Dash asked cryptically.

“If we can, yeah,” Sunset said, “But we can't do that until we tag XANA's Lyoko. In order to do that, we need-” an alarm on the computer went off. Sunset looked and saw monsters appear in both the Forest Sector and Sector 5, “Well look who decided to show up?”

“XANA found out that we finished Lyoko?” Rarity asked.

“Of course he did,” Sunset said, “I did use Return to the Past yesterday. He would have noticed it too.”

“Hold on,” Applejack asked, “Ya did that knowin you'd alert XANA?”

“Do you trust me or not?” Sunset asked. Applejack frowned, apparently having a tough time with that one. Twilight wouldn't have taken such a risk, but clearly Sunset knew what she was doing. At least she thought she knew what she was doing. Still…

“We're goin in, y'all,” Applejack said turning to the elevator. Everyone nodded and ran after her, going down to the scanner room.

“I need you guys to destroy at least twenty of XANA's monsters,” Sunset called out just before the door closed. Once she received a text telling her who was going in first, she took a deep breath and got to work.

“Transfer Applejack!” Sunset said as Applejack walked into her scanner.

“Transfer Rainbow Dash!” Sunset said, closing Dash's scanner as she walked in.

“Scanner Applejack!” Sunset continued as Applejack's new Lyoko avatar appeared on screen and rendered.

“Scanner Rainbow Dash!” Sunset said, now rendering Dash's new avatar, “Virtualization!”

She pressed the enter key, and both girls vanished from the scanners and were pulled into Lyoko. After a second, Applejack and Rainbow Dash were rendered into the environment and dropped onto the Forest Sector. Applejack looked at herself in shock.

“Hey, our avatars still look different,” Applejack said.

“I think what the source codes did to us was permanent,” Dash said, “Hey Sunset, get the others here already. We can't start the party without them.”


“Already on it,” Sunset said setting up the next wave of transfers.

“Transfer Rarity!” Sunset said as Rarity walked into her scanner right before the door closed.

“Transfer Pinkie Pie!” Sunset said, Pinkie Pie skipping into her scanner as it closed.

“Transfer Fluttershy!” Sunset said as Fluttershy slowly walked into her scanner as it closed.

“Scanner Rarity!” Sunset said, rendering Rarity's new valkyrie based avatar.

“Scanner Pinkie Pie!” Sunset said, rendering Pinkie Pie's new avatar.

“Scanner Fluttershy!” Sunset said, rendering Fluttershy's new angel avatar, “Virtualization!”


The three of them rendered into the Forest Sector, and dropped to the ground, Pinkie Pie landing on all fours.

“Yay!” Pinkie Pie said looking at her paws, “Oh, how I missed being a lovable cat girl!”

“Our Lyoko forms still look altered,” Rarity said as Pinkie Pie began licking her paw and rubbing her ears with a content smile.

“The source codes completely altered your forms in Lyoko,” Sunset said, “You all have double your original defense, double attack, plus you each either have a special attack or skill, including something here called “limit break”.”

“Limit break?” Fluttershy asked, “You mean, like that special move Rarity used on Lulu?”

“That's exactly right,” Sunset said, “Those moves can only be used once per transfer though, so make sure they count when you use them.”

Red lasers fired in their direction. They looked and saw three krabs plus a swarm of hornets moving toward them.

“Looks like we're about ta get a crash course in our new weapons,” Applejack said pulling out her two guns.

“This is the moment I was waiting for!” Dash said pulling out her kunai, “Bring it on, XANA!”

The krabs fired at the girls, but they all scattered. Applejack rolled to one knee, pointed her two laser pistols, and began firing at the hornets. The monsters flew out of the way and returned fire, but Applejack jumped into the air landing on a tree. She put her two guns together to form her shot gun, pointed it at the monsters, and started firing point blank at them. Even she was amazed by how accurate her shots were now.

“Huh,” Applejack said, “Ah think Ah can get a little more brazen like this.” She then braced herself and jumped off the tree at the monsters. She fired at the hornets killing a bunch, but then was hit in the chest with a shot and knocked back.

Applejack: 90 HP

Rarity was blocking laser shots from a krab when she saw Applejack fall. She on instinct held her hand out and created what appeared to be a white magic circle under Applejack, which turned out to be a platform of some sort.

Applejack looked at the platform, and then at Rarity, “Thanks, Rares! Wanna give me a hand with the rest of these?”

“As long as you're willing to help me with this!” Rarity said returning to defend against the krab's shots. Applejack jumped off the magic platform, pulled her two guns apart, and fired rapidly at the krab, killing it. Rarity then created a magic circle underneath her, and used it to propel herself up into the air. When she was right in front if the hornets she slashed at them wildly, creating small laser shots with each swing of her blade.

“Lookin good Rares,” Applejack said as Rarity landed next to her.

“New form feels lighter than old one,” Rarity said.

“You're new form is interesting,” Sunset said, “It's actually faster, but at the cost of defense. You're attack is still the highest, but you can't take as many hits as before.”

“Odd,” Rarity said, “I wonder why that is.” a series of rapid shots fired in their direction. They looked to see two tarantulas walking up to them with a megatank rolling behind them.

“Leave them to us!” Dash said as she and Pinkie Pie charged past Applejack and Rarity. Rainbow Dash of course went right for the megatank. Normally she would use her triplicate ability on it, but this time she felt the need to try something new.

She touched the thunder bolt insignia on her chest, and actually turned invisible. The megatank stopped rolling and looked around, clearly confused.

“Where am I?” Dash asked tauntingly, “Can you see me?”

The megatank opened up and tried firing in a random direction, but it clearly missed. Dash then became visible as she landed on its now exposed eye and threw her new laser kunai at it. She flipped off as the monster rolled into a tree, destroyed.

Pinkie Pie ran on all fours away from the tarantulas as they fired at her. She ran up to a tree, actually running up the side of the tree, and then did an elegant flip off it, landing right behind the tarantulas. When they turned around she jumped toward them and rolled into a ball.

“Homing Attack!” Pinkie Pie shouted, launching herself into the tarantulas with even more force than usual. The monsters fell into the digital sea as they exploded, and Pinkie Pie stood on the edge looking down at them.

“See you next fall!” she called out waving to them.

“The area is mostly clear,” Sunset said from the real world, “Head to the edge of the sector and I'll send you all to Sector 5.”

Everyone ran (flew in Fluttershy's case) to the edge of the sector, being fired upon by XANA's monsters the entire time.


“Almost got it,” Sunset said, looking at a progress bar on her screen, “The ones in Sector 5 outta do,” she typed the command code on her screen.

THESEUS


When the girls made it to the edge of the sector, the chariot came out of the digital sea and scooped them up just in time, flying them into the center of Lyoko.

HOLOSPHERE SYSTEM

ACTIVATED

When the chariot arrived in Sector 5, the team noticed a few differences. When the dome finished spinning, only one path opened up.

“Aren't there supposed ta be two paths?” Applejack asked, “One goin ta the core section, an' the other goin to the security section?”

“That was the old method,” Sunset said, “I decided to bump up security a bit with the new Lyoko. Don't worry though, you guys will be able to travel pretty easily through it.”

“Aren't you going to send us our Tera-Bikes?” Pinkie Pie asked.

“Coming right up,” Sunset said. A second later four Tera-Bikes appeared in the dome next to the girls. Everyone got on their respective bikes (Fluttershy getting on Pinkie Pie's bike) and they rode off.

On the connecting highway, they saw mantas flying after them. This time Fluttershy pulled out her bow and readied a golden arrow, pointing it at one of the monsters.

“Light Arrow!” Fluttershy called out, firing at a manta. The arrow impaled the monster pinning it to the back wall before it exploded. Fluttershy then spread her wings and jumped off the bike.

“Fluttershy! That's too dangerous!” Pinkie Pie cried out. Fluttershy didn't listen though, as she flew around the mantas firing at them continuously with her arrows, killing each one in a single shot.

“Geez, think she's mad?” Dash asked sarcastically.

“Havin Fluttershy mad at ya?” Applejack asked, “Ah wouldn't wish that on my worse enemy.”

“Not even XANA?” Rarity asked.

“Ah might make an exception fer him, but that's a huge might. Have y'all been at the other end of her death glare?”

“I have,” Pinkie Pie said riding next to them, “I literally saw my life flash before my eyes. I wish I were joking.”

Once the final manta was destroyed, Fluttershy flew in line with the Tera-Bikes.

“Come on!” she ordered, “Let's move!”

She flew ahead of everyone. The remaining four shrugged and rode after her to what appeared to be a hanger for the Argo. It was a lot bigger than everyone thought it would be. When they arrived, they all got up from their Tera-Bikes as they vanished, and calmly followed Fluttershy to a circular pad with four smaller circles surrounding it.

“Did you get everything you needed?” Fluttershy asked Sunset.

“Yep. We're ready to head out now,” Sunset said.

“What did you need?” Dash asked.

“Sunset lured XANA here so we could get his IP address,” Fluttershy explained.

“Wait, what?!” Pinkie Pie asked, “But XANA's supposed to be untraceable, isn't he?!”

“For a normal person, yes,” Sunset said proudly, “But I'm a professional hacker. I could hack into the White House if I wanted to; I'm pretty sure I can get XANA's IP address.”

“So, we find XANA's home base now, dah?” Rarity asked.

“Well, with this IP address, I can track down just about anything that has the same address,” Sunset explained, “That doesn't mean we'll necessarily find his home base, but we'll definitely find something.”

“So, how do we get in this thing?” Applejack asked, “Ah don't see a door.”

“Just stand on one of the circles. Fluttershy stands in the middle one while each of you takes one of the smaller ones.”

They did as was told, and were immediately vanished from the platform. Fluttershy appeared in the cockpit up top, while Applejack, Pinkie Pie, Rainbow Dash, and Rarity all appeared inside the smaller vessels hooked to the bottom needle of the machine.


“Alright guys, it'll look like you're going back into Lyoko for a second, but in reality you're still in Sector 5,” Sunset explained taking control of the machine from her computer, “Once you're outside, you'll be dropped right into the digital sea.”

“WHAT?!!!” Applejack, Rainbow Dash, Pinkie Pie, and Rarity all cried out in unison.


The Argo was moved out of its hanger, and into a tunnel. Outside the tunnel, the girls emerged into what appeared to be an environment with an orange sunset over a large endless ocean. The Argo stopped moving for a second, and then… dropped… right into the digital sea.

Everyone was tense for a good few seconds, but soon the shaking stopped and they came out of what appeared to be a large pod with a tunnel coming out of it.

HOLOWEB SYSTEM

ACTIVATED

Where they ended up was amazing.

It looked like they were actually underwater. All around them they saw metallic structures like upside down buildings and lights.

“What the hell…?” Dash asked slowly.

“Where are we…?” Rarity asked.

“You guys are inside the network,” Sunset said, “Basically, the internet.”

“This is the internet…?” Applejack asked, “Not exactly what Ah'd expect.”

“It's probably just rendering of it,” Rarity said, “Lyoko was created to allow safe passage through network, so this is just how we perceive it, dah?”

“Actually, no,” Fluttershy said, shocking everyone, “Sunset and I didn't create all of this. We just made a means of traveling through the network. What we're seeing here is the actual appearance of what we'd call Cyberspace.”

“This is kind of scary…” Pinkie Pie said rubbing her arm, “Cool, but scary.”

“To think,” Applejack said, “There's somethin here that XANA wants. When ya see it like this, kinda makes it hard ta believe that all of this was man made.”

“Was it?” Sunset asked, “We don't know what all of this is. Based on how vast it is though, I find it hard to believe all of this was made by man.”

“That's for another time though,” Fluttershy asked, “Do you know where we're going?”

“Just give me a second… and… yes,” Sunset said from the real world, “Okay, XANA's IP address is heading to a signal right up ahead. Fly north of your current position.”

“North it is,” Fluttershy said pushing a few buttons on her control panel, “Switching to submarine mode.”

The Argo changed shape somewhat. The side wings folded out creating jets, and the long needle holding everyone else's vessels pointed forward. Now it looked more like an actual ship. Fluttershy turned on the back jets of the Argo, and it took off deep into the Digital Sea.


This time, when Twilight woke up, she found that she could actually move her body herself somewhat. Had XANA left her body? Why did he do that? Also, since when could he do that? She had thought she was corrupted, but when XANA took over her body, she was still able to think for herself and see everything. She just couldn't control how her body moved.

She tried to get up from the chair she was sitting on, but noticed that she was stuck. Looking around again, she saw that she was tied to a chair by very strange black bindings. They didn't have buckles or knots. After pulling at her bindings a bit, her fear hit a head. She looked in front of her and saw a computer screen, that suddenly turned on showing the symbol of XANA.

“XANA!” Twilight cried fearfully.

“Look who finally woke up,” a deep, gravely voice said. Twilight looked to her left and saw the door had opened, and in walked a dangerous looking man. He wore a black suit and tie ensemble like a CIA agent, had short red hair that fell to his shoulders, sharp brown eyes, and an overall stern yet powerful expression.

“W-who are you?” Twilight asked.

“Damien Tirek,” the man said with a bow, “Head of Tartarus, your new home.”

“My… new home…?” Twilight asked, terrified of what that meant.

“Your body has been altered by one of our towers,” Tirek said, “XANA wanted a means to move around in the real world, but he didn't want to be bound to just one existence. For this reason, instead of corrupting you, you have been turned into an avatar for XANA.”

“You can't keep me here!” Twilight shouted, “My family will be searching for-”

“Oh, we've already taken care of that,” Tirek said pacing around Twilight, “According to your family, you have been asked to attend a special seminar in France last minute. You wrote the letter to them and everything.”

“My friends will find me!” Twilight said, “They're searching for me right now, I know it!”

“Yes, those same friends that allowed XANA to be released into the network, and then allowed XANA to capture you?” Tirek taunted, “Face it, little girl, you're outmatched. The idea that a child like you thought she could defeat a computer virus is preposterous.”

Twilight looked back at the screen, letting her situation hit her. She was completely outmatched, and completely at XANA's mercy. Once again, she pulled at her bindings, but nothing she did made them give.

“During times when XANA must oversee his operation, you'll be stored in this room,” Tirek said walking to the door, “XANA is the only one who can release these bindings, which he will do so if he needs your body to tend to things in Lyoko.”

“You make it sound like I'm just a tool!” Twilight said in shock.

“As of this moment, yes, that's all you are,” Tirek said, “It's your fault for turning the computer on. Children should leave things beyond their understanding alone.”

Tirek left the door, and the XANA symbol on the screen vanished, signaling XANA's departure. Twilight then broke down completely, praying that her friends, that Fluttershy would somehow find a way. But thinking about it, they really didn't have a good track record dealing with XANA.

“There's nothing we can do…” Twilight sobbed, “Girls… I'm sorry…”


“Honestly, I don't see what's so special about that girl,” Tirek said walking through the halls of Tartarus base, “She seems like a regular high school student to me,” his phone vibrated, showing a text message.

Believe me, that girl is much more than she seems. If left alone she could possibly still cause my downfall.

“Then why not just kill her?” Tirek asked, “That way she won't be able to stop us.”

No. I want to see her and Eos suffer. I'll kill them when I'm good and ready. Don't tell me what to do with my things, Damien.

Tirek took that a sign to shut up. He hated taking orders from XANA, but there wasn't anything he could do to him. Horrible as it was, he was also XANA's tool. He was just one that XANA put in high regard.

“Concerning those other girls though,” Tirek continued, “What do you want to do about them? They've clearly finished their Lyoko.”

They wish to continue the hunt, so we're going to humor them. I've already sent my minions to their next location. I'm not taking any chances with them. I want all of them dead.

“And Eos?” Tirek asked.

There is still much I can do with her. Keeping her alive will keep Twilight in check.

“You just want to torture them,” Tirek reasoned, “You don't have to use Eos to control Twilight, but doing so hurts the girl.”

Like I said, they're mine. Don't tell me how to play with my toys, Damien. We have a good partnership, human. Let's make sure it stays as such.

Tirek's phone turned off, signaling XANA's departure. XANA was truly despicable, seeing humanity as merely a tool for his personal use. Well, as far as Tirek was concerned, humanity was just a disease anyway.

If XANA wanted to rid the world of it, then he saw no issue with improving on Earth's biggest flaw.


“Are we there yet?” Dash asked for the umpteenth time.

“Rainbow Dash, please,” Rarity said folding her arms, “Asking every five seconds isn't going to get us there any faster.”

“Look, surfing the net like this is awesome and all, but the novelty gets lost after the first hour of flying,” Dash pouted.

“We'll be there shortly,” Fluttershy said, “Actually, I think I see our destination up ahead.”

A bit in front of them they saw another pod like the one they emerged from, with another tunnel coming out of it.

“Is that where Twilight is?” Applejack asked.

“I can't tell,” Sunset said from the real world, “I can't see anything from there. You guys have to find the source tower first and tag it. That way I can see what's there on the radar and scan it.”

“Wait, you mean we have to unlock the radar feature now?!” Pinkie Pie asked, “Ugh, I hated that part in Metal Gear Solid 2!”

“Sorry, but here's where the game get's a bit trickier,” Sunset said with a laugh.


“Don't worry though,” Sunset continued pulling up another program, “Once you've found that, I can activate something else that I'm sure you'll all love.”

“Will tower look different than regular tower?” Rarity asked.

“It should look like a way tower, so that means it will have a white aura,” Sunset said, “Be careful going in though, because I won't be able to see where XANA's monsters are. The most I can do is warn you when they show up.”


“I'm connecting you to the tunnel now,” Fluttershy said, “Sunset, you know what to do.”

Rarity looked up at the section Fluttershy was in with a concerned frown. She looked down at where Applejack was, who nodded in understanding. They'd have to talk to Fluttershy about this later.

The Argo's nose moved back down, and a small white light came out of the cockpit, connecting to the front of the tunnel.


When the coding for the tunnel appeared on the computer screen, Sunset began hacking her way into the security. It was a good thing she wasn't the one who was taken by XANA. Only she'd know how to hack into a system this complex.

“Okay, the way is open,” Sunset said once she finished, “You should be able to get inside now.”


The tunnel opened, and Fluttershy lead the Argo inside without saying a word. Just like before, they flew into a large tunnel, eventually emerging out of a pool of water. When the Argo flew up to the surface, the girls saw they were still in the Forest Sector.

“Let's disembark from here,” Fluttershy said, “Once we find the source tower, I'll input the tagging program and we can move the Argo to that tower.”

“Is it safe ta leave it alone?” Applejack asked.

“Afraid not,” Sunset said, “Which is why someone needs to stay behind and guard it. If we lose that ship, we can't use any of the other programs we need to retrieve Twilight. That ship is my only link to wherever you are.”

“It looks like we're still in Lyoko,” Dash said, “Geez, we didn't come all this way just to return to the Forest Sector, did we?”

“You guys are in Lyoko?” Sunset asked, “Hold on, let me check something.”


Sunset pulled up another tab looking up the Forest Sector. Oddly, she didn't see them there.

“Wherever you girls are, it isn't the Forest Sector,” Sunset said, “I'm looking at it right now, and I can't see you guys.”

“Hey, what if this is XANA's Lyoko?” Applejack asked.

“XANA's Lyoko…?” Fluttershy asked slowly.


Fluttershy frowned biting her lip, and then teleported from the cockpit from the Argo, landing on the ground in front of it. She wasted no time running forward.

“Hey!” Dash called out, “Sunset, Her Highness just jumped ship!”

“Shoot! I'm taking you guys out of the Argo! Two of you stay with the ship while the rest go after Fluttershy!” Sunset commanded.

“Dashie, I'll stay with the ship!” Pinkie Pie said, “You're the fastest, so you go after Fluttershy!”

“Got it!” Rainbow Dash said, “Rarity, you coming with me?”

Dah!” Rarity said. The four girls all vanished from the ship onto the Forest Sector's ground, “Sunset, you send Tera-Bikes to us, dah?”

“That much I can do,” Sunset said. A second later, Rarity and Rainbow Dash's Tera-Bikes rendered near them. The two girls got on their bikes and rode off in the direction Fluttershy ran in.

“Guys, XANA's monsters are coming in!” Sunset said, “I can't see where they're coming from though!”

“I see them from here!” Dash said. Up ahead were two bloks and a megatank, “Rarity, can you take on the bloks?”

Dah,” Rarity said, “You deal with megatank!”

The two bloks walked forward and fired at them, but the girls rode out of the way of the assaults. Rarity jumped off her Tera-Bike and landed on one of the bloks.

“Impact!” Rarity shouted, thrusting her sword into its eye and jumping off. A second later it exploded. When Rarity landed though, the second blok fired at her side.

Rarity: 70 HP

“Rarity, be careful!” Sunset said, “Remember, your new form isn't as durable as your previous one!”

“So I realize,” Rarity groaned rising to her feet. The blok that shot her walked toward, followed by three more moving in to surround her. She wasn't accustomed to being in this much trouble facing bloks.

Rainbow Dash rode in a wide circle around the megatank. It opened and fired right in front of her, but Dash jumped off the Tera-Bike and landed on its exposed eye throwing a kunai at its weak point.

She jumped off making it roll into a tree, and it exploded. Dash looked over to Rarity's fight and saw her straining to defend the blok's shots.

Rainbow Dash made a hand sign, creating two clones of herself. The three Dash's all jumped onto a blok throwing kunai at their eyes killing them. Rarity then stabbed the remaining one killing it.

“You okay, Rarity?” Rainbow Dash asked as her two clones turned into static and vanished.

Dah,” Rarity said with a sigh, “Not sure I like new avatar though. It's not as strong as previous one.”

“So you can't as many hits as before,” Rainbow Dash said, “This new form was made from your mind too. You can make it work.”

“Maybe,” Rarity said with a sigh, “Come, we need to find Fluttershy.”

“I'll run on ahead,” Dash said. She used her Super Sprint ability and rushed on ahead, and Rarity jumped on her Tera-Bike to follow after her. After maybe a minute they saw Fluttershy running ahead of them to what looked like a way tower, three krabs running after her.

Rarity jumped off her bike and created a series of white platforms above the krabs running after them. They fired at Fluttershy's back, but Rarity jumped down and blocked their attacks with her sword. Dash then followed up by jumping into the air and throwing her kunai at the krabs killing them. She landed right in front of Fluttershy stopping her.

“Dash! Rarity!” Fluttershy cried.

“What the actual hell, Fluttershy?!” Dash scolded, “You can't run off on your own like that!”

“I could have flown out of the way,” Fluttershy pouted, “You didn't have to follow me.”

“You're only one who can tag tower though,” Rarity said, “We are team, remember?”

Fluttershy sighed and shoved past Rainbow Dash and Rarity, going toward the tower, phasing into it. Dash folded her arms and frowned.

“Geez, I didn't know Flutterbitch was still hanging around,” Dash said. Rarity hit Dash's arm, “What?!”

“Idiot…” Rarity said rolling her eyes. She and Fluttershy really needed to talk later.


Fluttershy ran to the center of the tower, and allowed herself to be lifted to the platform above her. Once she landed, she calmly walked over to the control panel and began hacking into the tower.


Back in the real world, Sunset connected to the tower with Fluttershy. It took a second, but she was soon able to tag the tower, and the computer showed the layout of the replica Forest Sector.

“Tagging complete,” Sunset said, “I'm going to move the Argo to the tower and connect to it, then we can move onto phase 2.”


It didn't take long for the Argo to move close to the tower. Once it was in position, a pink wave shot out of the ship and into the tower engulfing it. Pinkie Pie looked up at it as it worked.

“So, what's it doing?” Pinkie Pie asked.

“Since this Lyoko isn't connected to our super computer, we can't use towers regularly,” Sunset explained, “The Argo is my interface with that Lyoko, so it has to connect to towers for me to use them.”

“Why do you need a tower?” Pinkie Pie asked as Dash walked over to her.

“Oh you'll see,” Dash said, “Sunset, do we know who we're going to send out?”

“Fluttershy has to be one,” Sunset said, “She needs people with her that have good offense and defense, just in case. That means Pinkie Pie and Rarity.”

Speaking of, Rarity and Applejack stood close to Fluttershy as she sat away from the group hugging her knees.

“AJ, I'm really worried about her,” Rarity said, “She's getting worse as time goes on.”

“Ah think Ah know how she feels,” Applejack said, “Ah was the same when XANA took you. Problem is, Fluttershy's so sensitive.”

“Okay, I got it,” Sunset said catching everyone's attention, “The program is activated. For this to work, I'm going to need Pinkie Pie, Fluttershy, and Rarity to go back into the Argo first.”

“What's this gonna do?” Applejack asked.

“Nothing too special,” Rainbow Dash said, “Except transfer us back into the Real World.”

“What?” Pinkie Pie asked, “You mean we're logging out already?”

“Not quite,” Sunset said, “You see, we're going to send you to the building where this Lyoko is being generated. You'll still be made of data, so you'll be something akin to a specter.”

“Wait till you see it,” Dash said, “It's totally awesome!”

“You act like you made it,” Applejack said.

“Well, I did test it,” Dash said proudly.

Fluttershy, Pinkie Pie, and Rarity walked toward the Argo, and were transferred back into their respective cockpits in the Argo.

“Translate Fluttershy!” Sunset said as Fluttershy vanished from the cockpit.

“Translate Rarity!” Sunset continued, Rarity vanishing as well.

“Translate Pinkie Pie!” Sunset continued, Pinkie Pie vanishing after her friends.


Ironically, in a forest, three orbs of electricity converged, turning into Fluttershy, Rarity, and Pinkie Pie. Like Sunset said, the three of them were still in their Lyoko forms. It was weird seeing them in the real world. When in Lyoko, everything looked like it was CGI, so to see all of them wearing their clothes (or lack there of in Pinkie Pie's case) from Lyoko felt odd.

Rarity looked around at herself, and then at her companions. Pinkie Pie was sitting on the ground grooming herself and Fluttershy was walking around as if looking for something.

“Guys, how is it?” Sunset asked, her voice hitting their ears directly.

“Everything is fine,” Rarity said, “It's kind of strange being knight in real world.”

“I love this!” Pinkie Pie cheered, “I totally have to show this to Cheesie! He won't be able to take his hands off me, nya!”

Rarity shook her head and then turned to Fluttershy, who was already walking off.

“Fluttershy, where are you going?” Rarity asked.

“To find Twilight,” Fluttershy stated, “She's somewhere here, right? I have to rescue her.”

“We don't know what's here,” Sunset said, “I know there's something there though.”

Pinkie Pie's ears twitched, and she lowered them to the ground to listen, “I hear something. It sounds like a machine.”

“Where is sound?” Rarity asked.

“It's in that direction,” Pinkie Pie said pointing to their left, “It's pretty close,” Fluttershy immediately took off, running in that direction, “Fluttershy!”

Proklyat'ye!” Rarity swore. She and Pinkie Pie ran after her, the three of them stopping right outside of the forest. Ahead was a large building like a factory.

“Guys, what are you looking at?” Sunset asked.

“It looks like factory,” Rarity said, “Not our factory, but… er… you understand, dah?”


“Yeah, I know what you're saying,” Sunset said. She had to admit, she was still getting used to Rarity's accent, as English was clearly not her first language. Still, she was comprehensible enough.

“Is that where Twilight's bein held?” Applejack asked.

“Not too sure yet,” Sunset said, “I won't be able to see what's in there until someone is inside.”

“Then that's what I'll do,” Fluttershy said, shocking Sunset.

“Fluttershy,” Sunset said in a warning tone. Apparently she didn't listen, because on her radar, Sunset saw the green arrow that was Fluttershy running forward, “Fluttershy, no!”


Back in the forest, Fluttershy ran to the factory. As she ran, Rarity and Pinkie Pie saw security cameras moving to look at her, some of them with guns hooked to them.

“Rarity!” Pinkie Pie cried pointing to the cameras.

“Sunset, our powers work like Lyoko, dah?!” Rarity asked.

“Yeah, just like in Lyoko!” Sunset said.

“Perfect!” Pinkie Pie said. She ran out on all fours and jumped up to one of the cameras, “Homing Attack!” she shouted, rolling into a ball and hitting a camera destroying it. She followed that up by hitting two more with Homing Attacks.

Rarity created a platform in front of her, jumped on it, and used it to throw herself into the air toward two security cameras. She slashed both of them with her sword slicing them in half, and then landed right in front of the door to the factory.

“So much for sneaking in,” Rarity groaned.

“We need to find her fast!” Pinkie Pie said, “Before she gets ambushed by the boss of this area!”

The two girls ran into the metallic building, hoping that Fluttershy would be safe.


The click of Fluttershy's heels echoed in the halls as she ran through the facility. She hadn't seen any humans anywhere.

“Twilight!” Fluttershy called out, “Twilight, I'm here! Twilight!”

“Fluttershy-” Sunset said before being cut off.

“Twilight, where are you?!” Fluttershy continued, tears welling up in her eyes, “Twilight! Twilight!”

“Fluttershy, behind you!” Sunset exclaimed. Fluttershy turned around and saw what looked like a robot of some sort pointing a gun arm at her. It fired at her, knocking her to the ground.

Fluttershy: 75% sync rate

“Let… her… go…!” Fluttershy said forcing herself to her feet, “Let… Twilight… go!”

Three more robots walked into the hall, trapping the angelic teen who was slowly losing control of her emotions.

“Fluttershy, calm down,” Sunset said, “You might be able to take cover if you take out the ones behind you and-”

“NO!!!” Fluttershy screamed, “I'm not running! I refuse to run away! I'm not leaving this place without Twilight!” Fluttershy summoned her bow and engaged the robot soldiers, screaming in rage as she fired.


Back in Lyoko, Rainbow Dash and Applejack were getting worried. They heard that Fluttershy was losing it in the factory, but they couldn't join in to help.

“Damn it!” Rainbow Dash swore, “What's going on out there?!”

Applejack turned around and gasped, “Dash, look out!”

Applejack pushed Rainbow Dash to the ground just in time as a white blast shot at them. Said blast missed and hit the Argo instead, but thankfully its shield protected it.

“So, this is how you found this place,” Applejack and Rainbow Dash looked and saw Twilight sauntering over to them. Her form still converted to match XANA, and she was flanked by two krabs.

“Twilight!” Dash called out.

“No, that ain't Twilight,” Applejack said darkly, “That's XANA.”

“Very good, Applejack,” XANA said clapping, “Do you like my new look, children?”

“Twilight's always beautiful!” Applejack said, “She'd look better without you controllin her!”

“Well, how about we agree to disagree on that,” XANA said, “I happen to like how she looks with my make over.”

XANA walked toward the Argo. Applejack and Rainbow Dash stood in her way, but XANA held out her hand launching white blasts at both of them knocking them away.

Applejack: 60 HP

Rainbow Dash: 60 HP

“Guys!” Sunset called out.

“Ooh, this is pretty,” XANA said looking the Argo over, “Very nice craftsmanship. I bet it would be terrible if someone were to destroy all of this hard work,” XANA turned to the krabs and snapped her finger, “Rip it to pieces.”

“No!” Sunset called out, “Guys, you have to stop XANA! If we lose the Argo, I can't pull you out!”

“We'll take care of it!” Applejack said pulling out her laser pistols. She put them together into her shot gun and fired at XANA, who seemed to have already mastered Twilight's incredibly flexible body, as she had no problem flipping out of the way of Applejack's shots.

The krabs proceeded to fire at the Argo, but Rainbow Dash threw a kunai at one damaging it. Both krabs turned to Rainbow Dash and proceeded to fire at her.

“Super Sprint!” Dash said sprinting around the krabs. As she ran out of the way of their shots, XANA stopped flipping around, charged up a strong attack in her hands, and then fired it at Rainbow Dash, knocking her down.

Rainbow Dash: 0 HP

“Shit!” Applejack swore looking at Rainbow Dash as she devirtualized.


Rainbow Dash's scanner opened, revealing a pissed off Rainbow Dash.

“Damn it!” she shouted slamming her fist on the side.


Back in the computer room, Sunset was frantically typing when Rainbow Dash returned to the computer room.

“How bad is it?” Dash asked walking over to Sunset.

“Terrible,” Sunset said simply, “Fluttershy is going postal right now, and Applejack is the only one who there to defend the Argo!”

“Can you go in?” Rainbow Dash asked.

“I do have a program that will transfer me to where the Argo is, but-”

“Just show me what to do, and I'll handle the rest,” Dash said. Sunset nodded and pulled up the program.

“Just transfer me using the Argo as an anchor!” Sunset said, “While I'm there, get in touch with everyone still in the real world and let them know! We have to abort this mission!”

“Got it!” Dash and Sunset switched places and the latter ran to the elevator going down to the scanner room. Sunset sent Dash a text letting her know when to start, “Transfer Sunset!”

Sunset Shimmer ran into the scanner, and it closed behind her.

“Scanner Sunset!” Dash continued, connecting Sunset Shimmer with her demon avatar, “Virtualization!”

Dash pushed the enter key, and Sunset vanished from her scanner, pulled through a secure circuit leading to the Argo.


Right outside the Argo, Sunset rendered above the fight. First thing she did as she dropped down was pull out her laser whip and thrust the red laser into a krab killing it. The second krab started firing at Sunset, but she jumped away and flew around the monster as it fired.

XANA kicked Applejack back snapped her finger. Three tarantulas rendered and began firing at the Argo as well.

Applejack fired at XANA in the side knocking her to the ground.

Twilight: 70 HP

Applejack stood over XANA and pointed her gun at her head charging it up. XANA looked up at Applejack, smirked, and then started sparking. A second later, XANA's entire demeanor changed, and she looked up at Applejack panicked.

“Applejack!”

“Wait, Twilight?!” Applejack shouted, “Ah don't believe it, but… how are ya…?”

“Applejack, you have to help me!” Twilight begged, tears falling from her eyes, “XANA, he's-”

“Shh…” Applejack said throwing her gun to the side and embracing her best friend, “It's alright. We're gonna fix this, somehow. Ah promise.”

“Applejack…!” Twilight said returning the embrace. Applejack didn't notice, but Twilight's body sparked again, and she smirked evilly. Sunset flew within range and saw that.

“Applejack, let go of her!” Sunset shouted, “That's not Twilight anymore!”

Applejack reacted too late, and XANA charged up her hands and fired a sharp beam through Applejack.

Applejack: 0 HP

“Damn you… XANA…” Applejack said as she devirtualized. XANA dusted herself off and stood up, sauntering over to Sunset, making a note to exaggerate the sway of her hips.

“That was fun,” XANA said, “I wish you could hear Twilight's sobs right now. They're priceless.”

“That was a dirty trick, XANA!” Sunset said cracking her whip, “I should take you out right now!”

“You'd like that, wouldn't you?” XANA said, “The problem with that though, is that you'll only be hurting Twilight. This isn't like what I did with Selene or Rarity. Twilight herself isn't corrupted. All I did was convert her body into an avatar for my use.”

“Convert…?” Sunset asked, “You mean…”

“That's right, Sunset Shimmer. Twilight Sparkle is completely awake right now. She can see, and hear everything that's going on. Would you like to see her?” XANA sparked again, switching to Twilight who immediately buried her face in her hands crying.

“Twilight?” Sunset asked slowly.

“I didn't mean to do any of this!” Twilight sobbed, “I can't control my body!”

“Twilight, I understand,” Sunset said, “Like Applejack said, we're going to fix-”

“It's impossible!” Twilight shouted, making Sunset step back, “XANA won! There's nothing you can do! He has all the cards now! I'm sorry Sunset! I'm so sorry!”

“He hasn't won! Not yet!” Sunset said stepping forward, “I don't know how, but we will-”

“Don't touch me!” Twilight said shrinking back, “XANA is still here! He's watching all of this! He can reconnect to me anytime he wants!”

“Twilight, he wants this!” Sunset said, “He wants you to be afraid of him! He is winning right now, because you're so terrified of him!”

“Sunset…” Twilight sobbed. She screamed as XANA's electricity engulfed her, and then looked up at Sunset with a sinister smirk, “Did you enjoy your talk?”

“XANA…!” Sunset seethed.

“Monsters, destroy that eyesore of a vessel!” XANA commanded, “Leave Sunset Shimmer to me!”

The monsters began firing at the Argo again. Sunset turned to them about to slash at them, but XANA fired a white blast at her back knocking her to the ground.

Sunset: 80 HP

“Hey Dash, how's it going concerning Fluttershy?” Sunset asked rising to her feet.


“Give me a minute,” Dash said typing on the computer, “I'm having a hell of a time out here with this new stuff.”


Pinkie Pie and Rarity ran deeper into the facility, following the line of ruined robot soldiers. When they reached a large open area of the factory, they saw Fluttershy whacking one robot with its own arm. The robot was long deactivated, and poor Fluttershy had a manic expression on her face.

“Fluttershy…?” Pinkie Pie asked covering her mouth in horror. Rarity pursed her lips and walked over to Fluttershy. Right when Fluttershy was prepped to hit the robot again, Rarity grabbed her arm stopping her.

“LET ME GO!!!” Fluttershy screamed, “LET ME GO!!!!”

Rarity pulled Fluttershy off the robot and wrestled her to the floor, holding her wrists down and sitting on top of her.

Hvatit!” Rarity shouted, “Would you look at yourself! How is any of this helping Twilight!”

“Twilight is-” Fluttershy started.

“Twilight isn't here!” Rarity stated, “There aren't any humans here! This is just automated assembly line! We could have been gathering information here, working to get closer to saving Twilight, but instead you rush off on your own and throw tantrum like child, possibly endangering everyone back in Lyoko!”

Fluttershy's eyes filled with tears, “I… just want Twilight back…”

“I know,” Rarity said, her expression changing to one of somber understanding, “And we will rescue her, but we have to take our time, and work together, as team.”

Pinkie Pie sighed in relief, but then her ear twitched and she turned to the door, “Um, guys! Mob battle coming!”

Rarity and Fluttershy stood up and saw more robots entering the room, pointing their cannon arms at the three of them.

“There's no end to these things!” Rarity said pulling her sword out.

“Hey! You guys need to get back to the Argo!” Dash said from the real world, “XANA is using Twilight's body to destroy the ship! Sunset Shimmer needs help!”

“Sorry Rares, but Ah was careless an' got taken out,” Applejack said somberly, “Y'all need ta come home.”

Dah,” Rarity said, “We're on our way home.”

“Translate Fluttershy! Translate Rarity! Translate Pinkie Pie!” Dash shouted, the three girls vanishing from the factory just in time. The three of them reappeared back in the Argo in Lyoko, and saw Sunset flipping out of the way of XANA's attacks.

“Twilight was… here…” Fluttershy asked, a shamed expression on her face.

Fluttershy moved the Argo out of the way of the assault. Sunset looked up with a relieved smile as she was hit with XANA's blast.

Sunset: 0 HP

As Sunset Shimmer devitualized, XANA met eyes with Fluttershy as the Argo flew away.

“I'll save you Twilight,” Fluttershy said, “I promise.”

The Argo flew to the edge of the sector, and then dropped into the digital sea, making its way back to the original Lyoko.


“Hmph, game over I guess,” XANA said turning around and sauntering off, “Starlight, devirtualize Twilight.”

“Yes, Master XANA,” a female voice said from out in the real world. Twilight's body vanished in black mist, leaving a red wire frame before vanishing from Lyoko completely.


“An army of robots, huh?” Applejack asked once they all got back to the factory, “That's concernin.”

“It looked like they were working for a while,” Fluttershy said, “XANA probably had that Lyoko made months ago.”

“So is XANA planning on starting a robot apocalypse or something?” Rainbow Dash asked, “If so, that's really cliched, don't you think?”

Dah, but it's effective,” Rarity said, “If XANA sends army, we're doomed. It's just six of us, after all.”

“How was Twilight?” Pinkie Pie asked.

“About as good as you'd expect. Poor thing is traumatized,” Applejack said.

“He said he converted her avatar,” Sunset said, “Essentially making it so Twilight's body's only function is to be a body for XANA to control like a puppet. As scary as it is, when he's using Twilight like that, we're seeing the real XANA more or less.”

“So he's just as smug as I thought,” Dash said, “Damn it! If he wasn't using Twilight's face, I'd punch it so hard!”

“So, what's next on the agenda, girls?” Applejack asked, “We got Lyoko back fer the most part, but now we don't know what ta do 'bout Twilight. We don't even know where she's bein held.”

“And looking at this,” Sunset said, “Finding out where she's being kept is like finding a needle in a haystack. We're looking at over a hundred replicas just like that one.”

“Out of all of them, Twilight's in one of them?” Pinkie Pie asked looking at the screen.

“Yep, but good luck finding it,” Sunset said rubbing her eyes, “Damn. He's got us good.”

“We can't give up,” Rarity said, “Twilight is counting on us. For now, I say we gather information on other Lyokos, and tag as many of them replicas as possible.”

“XANA's going to be using his Lyokos to launch attacks now, right?” Dash asked, “Then we need to tag as many of his Lyokos as we can.”

“We also need to figure out what he wants in the network,” Fluttershy said.

“This is where things are going to get really tough,” Pinkie Pie said, “I think this time we're hitting the final dungeon.”

“Guys, Pinkie Pie is right,” Sunset said, “Things are just going to get tougher from here on out. Our chances of winning this are slim to none. Even still, we have to win this.”

“We will,” Fluttershy said, “As long as we… work together.”

She looked at Rarity, who nodded with a smile.

“We got school tomorrow,” Applejack said, “Let's get some rest an' prepare fer the big day.”

“Back to leading a double life,” Dash groaned as they all left the computer room, “Super heroes make it look so much easier.”

As they all left, Fluttershy lingered for a little longer and looked at the computer. Sunset lightly took her hand squeezing it, and the two of them followed the group into the elevator.


Back in Canterlot High, a shapely woman in a white nurse's uniform was setting up her office. Tomorrow was her first day at work, and she just finished unpacking everything. The last thing she unpacked was a small portrait. A portrait of her favorite people in the whole world. A portrait of herself, her fiance, and the girl she babysat years ago.

Twilight Sparkle.

Ending Theme: Can't Fight the Moonlight