• Published 13th Jul 2015
  • 7,251 Views, 988 Comments

Code Lyoko: EG - Azure Sandora



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

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02: XANA Awakens pt 2

Theme Song: A World Without Danger

02: XANA Awakens pt. 2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

Fluttershy: 60 HP

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

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

Fluttershy: 20 HP

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

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


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

“Huh?” the pilot asked, “What the?”

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Even if she had to corner Applejack to do it.


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

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

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

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

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

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

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

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

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

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

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

“T-Twilight...”

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

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

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

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

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

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

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


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

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

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

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

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

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

Did Rarity actually...?

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

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

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

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

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

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

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

Dah, really,” Rarity stated haughtily.

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


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

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

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


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

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

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

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

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

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

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


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

But Applejack was having the time of her life.

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

Somehow, in someway, Rarity was crying for help.

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

She was sad, and lonely.

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

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

Honestly, Applejack was feeling rather flushed herself.

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

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

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

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

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

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

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

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

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

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

And she liked it.

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


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

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

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

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

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

“Really?” she asked skeptically.

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

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

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

If so, then were did that elevator go?


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Holy fuck...” Rainbow Dash said.

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

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

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

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

“The let's do it!” Pinkie Pie said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Now, she had five.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

Pinkie Pie VS Hornet

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

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

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

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

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

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

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


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

Rarity VS Krab

Applejack VS Krab

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

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

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

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

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

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

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

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

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

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

Rarity: 80 HP

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

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

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

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


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

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


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

“Oh now what?” Twilight asked.

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

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

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

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


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

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

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

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

Rainbow Dash VS Megatank

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

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

Rainbow Dash: 50 HP

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

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

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

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

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

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

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


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


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


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


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

“NO!!!” Twilight screamed.


Fluttershy placed on her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO


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

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


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

In the real world, Twilight pushed the enter key.

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Oh Twilight...” Applejack said somberly.

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

Author's Note:

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


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