• Published 13th Jul 2015
  • 9,305 Views, 1,021 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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20: Selene pt. 1

Author's Note:

IT'S BACK PEOPLE!!!

And better than ever before! Sorry for how long it took to get this chapter out. I already have the next chapter planned, so you won't have to wait forever. I'll post a blog if there's a delay, but expect weekly updates to return.


Oh, and if you find it in your heart to want to support me, then please click here to check out my Patreon. Just a dollar from all of you will help me in my never ending campaign for world domination. Seriously, this death star is taking forever to finish. :ajbemused:

Theme Song: A World Without Danger

20: Selene pt. 1

Twilight backed up against the wall of the Principal's Office, looking at her assailant in fear. She didn't look like herself at all. Not even Rarity was this bad when she was taken over by XANA. The assailant grabbed Twilight by the neck holding her against the wall and lifted her up a bit.

“Please… stop this…!” Twilight begged, “This… isn't you…!”

“Shut up!” the one who was trying to choke her seethed, “You look so much like her it's sickening! The idea that you're essentially her protege only makes this sweeter!”

“No…!” Twilight begged, tears falling from her eyes, “We… trusted you…!”

“That, Twilight, was your biggest mistake! You're naive, just like Celestia! Now, you're going to join her!”

Twilight's vision slowly faded as she looked at the one who she looked up to, the one they let into their fold, and the one who now looked at her in sheer hatred.

“Lu…na…” Twilight wheezed before her entire world went dark.

One week before the incident

“No,” Dash said walking down the halls, Rarity walking next to her.

“Dash, please!” Rarity begged, “You would look so lovely!”

“I don't care,” Dash said, “I'm not doing it.”

Rarity moaned in frustration. It was honestly really adorable, if not extremely sad.

“What's goin on out here?” Applejack asked as she and Twilight walked over to them.

“AJ, talk some sense into her!” Rarity said, “Dash refuses to let me help her!”

“Help her with what?” Twilight asked.

“Rarity wants to help me pick out a dress for the Spring Fling,” Dash said, “I keep telling her no.”

“But this time you have date!” Rarity said, “Don't you want to look best for Macintosh?”

“Goddamn it Rarity,” Dash said looking to the side blushing.

“So, you asked him, eh?” Applejack asked.

“Yeah, I did. I mean, he's staying here for the dance, so I thought, why not?” Dash said shrugging her shoulders.

“Do you already know what you're going to wear?” Twilight asked.

“Nope, I just figured I'd throw something together, but on a little make-up, and that would be that,” Dash said.

“See?!” Rarity said, “She's not even taking first date seriously!”

“It's not like I mind being pretty,” Dash said, “I'm freaking hot as hell. That's why I don't want to make a big thing about this.”

Applejack nodded and walked over to Dash, putting an arm around her shoulder, “Dash, hun,” Applejack said with a smile, which vanished instantly, “Yer gonna let Rarity help ya.”

“A-Applejack…?” Dash asked.

“You think Ah'm gonna let jus' any girl date my brother? He was my first crush, an' Ah ain't jus' gonna give him up to a girl that don't care about lookin nice for one of this school's biggest events. Rares is gonna pick yer dress, help ya with yer make-up, an' yer hair. All while this is goin on, yer gonna sit real quiet like, an' let her do her thing. Got it?”

“Got it,” Dash said nodding furiously. She then walked over to Rarity looking down, “So… uh… when do you want to do this?”

Rarity jumped for joy clapping her hands, “We go after school! Better yet, all six of us can go! Twilight, get Fluttershy and bring her to front gate after school!”

“O-okay,” Twilight said, really shocked by how proactive Rarity was.

“Wait, we're all going together?!” Dash asked panicking, “I don't-” Applejack narrowed her eyes at Dash, “m-mind at all… nope. Not at all.”

“Then it's settled,” Rarity said, “I'm heading to next class. Uvidimsya!

Rarity skipped off, happier than anyone had seen her in a while. Applejack smiled at Rarity as she left, and then turned to Twilight, who looked really somber, “Hey, what's wrong Twilight?”

“It's just… Rarity asked me to bring Fluttershy with us,” Twilight said.

“Why's that bad?” Dash asked.

“Fluttershy's been really depressed,” Twilight said, “I think it's getting worse.”

“Well, think about it,” Applejack said, “She finally remembers her past, and the things that stick out the most are all tragedies.”

“Losing her mother to cancer, waking up one morning and not knowing where her father is, learning that he's dead, and then being captured by XANA and trapped on Lyoko, most people would think she'd be better off without her memories,” Dash said.

“Guys, am I a cruel person?” Twilight asked.

“What? Come on Twilight, don't go there,” Dash said, “That's just silly.”

“No, I'm serious,” Twilight said, “I forced Fluttershy to remember her past when she'd probably be better off forgetting it. She was so much happier before this. Now it's like she's sad all the time.”

“All the more reason why she needs ya,” Applejack said, “Yer the happiest thing in her life. Best thing she needs right now is somethin ta make her smile.”

“Yeah, okay,” Twilight said with a sigh, “I'll see you guys after class.”

After waving to both Rainbow Dash and Applejack, Twilight made her way to her next class, which she ironically shared with Fluttershy. When she made it to her English class, she saw Fluttershy resting her head on her desk.

Twilight sighed and walked over to her.

“Hey Fluttershy,” Twilight said, “How are you holding up?”

“Fine I guess...” Fluttershy said softly.

“Rarity wants the six of us to go get dresses for the Spring Fling after school. Up for it?”

“Oh, um…” Fluttershy nodded quickly, still not looking at Twilight.

“Fluttershy, look at me.”

“Twilight-”

“Please Fluttershy,” Twilight said. Fluttershy tensed up, but then turned to Twilight slowly. Her eyes were red, showing that she crying recently, “Fluttershy...”

“It's fine,” Fluttershy said, her voice a little raw. Was she crying before Twilight got here?

“No it isn't,” Twilight said, “Fluttershy, how bad is it?”

“I don't want to talk about this right now, Twilight,” Fluttershy said.

“Fluttershy, we need to talk about this at some point. I'm worried about-”

“Twilight, please!” Fluttershy shouted, “I don't want to talk right now!”

Twilight was taken aback, but she nodded sadly, “Okay Fluttershy. I won't press it right now, but we need to talk, okay?”

Twilight reluctantly went to her seat, which was a little behind Fluttershy. She remembered when they first met, how open Fluttershy was, and how much she smiled. She was so beautiful back then, but now that smile was fading more and more. She wanted her angel back.

Twilight wasn't aware, but Sunset Shimmer folded her arms behind her looking thoughtful.


When she awoke, she was in a different space. This time she was in her human form now, in a dark room. Her hands were tied to a chair behind her, and her legs were bond as well. Her head felt funny, like something had been taken from her, but as far as she could tell everything was still in place.

“Comfy, Eos?”

The voice that called out to her was deep, but sounded human. She looked ahead and saw the silhouette of a man in front of her. They were large, and it looked like they were wearing a suit, but she couldn't make out any features.

“Who are you?” Celestia asked, “Are you XANA?”

“Oh heaven's no,” the man said, “However, I am someone who XANA deems to have… a like mind. Tell me, you're the one who headed project Olympus, aren't you?”

Project Olympus? This man knew about Project Olympus? Then did that mean this man was with them? Had XANA allied himself with those men?

“You're… with Tartarus… aren't you?” Celestia asked.

“Very good Eos,” the man said, “Then you know exactly why you're here then?”

Oh she knew, now at least. These men had harassed her and Luna for years until they fell off the grid. She had hoped that by erasing Luna's memories and shutting down the computer, they'd be safe, but they had found her.

“I won't do it,” Celestia said looking away, “I refuse to help you.”

“Stupid woman, you've already given me what I needed from you,” the man said, “All I need now is the location of the other source codes. They're still with her aren't they?”

“What if they are? How are you going to get to them?” Celestia asked, “She's been locked out of Lyoko.”

“Ahh, but that no longer applies, now does it?” the man said, “Now that XANA has broken the seal.”

Damn it. That was her last bluff.

“I realize that you don't care what happens to yourself,” the man said, “However, perhaps you would care about this.”

The man pulled out a smart phone, and showed her the screen. On it Celestia saw a picture of Twilight, smiling with her friends.

“You wouldn't dare,” Celestia warned.

“Oh I would,” the man said, “XANA has a strong hatred for this girl, and I see a number of ways that she could interfere with my plans. Now, let's suppose you don't do what I say. I could give XANA the resources he needs to end her life once and for all. Or, you could be a good girl like always, and follow my orders to the letter. Your choice?”

Celestia turned away thinking about her situation. There was no way she was getting out of here, and if he was allied with XANA he could always get the information he wanted. This was the difference of him taking what he wanted and killing Twilight, or her giving it to him and protecting Twilight. She had no choice.

She had to protect Twilight…


It was rare for all six of them to be walking through town together. They were all curious as to where Rarity was leading them, as they were going in the opposite direction of the shopping district.

Naturally Pinkie Pie was skipping around telling jokes and making everyone laugh. Applejack and Rarity were holding hands listening to Pinkie Pie and laughing, while Rainbow Dash looked really awkward as they proceeded to a destination only Rarity and possibly Applejack knew.

Twilight and Fluttershy were oddly walking at opposite ends of the group. At first everyone was concerned, but Twilight had insisted that they hadn't had an argument. Still, Fluttershy looked on the verge of tears and wasn't saying much, and Twilight was in deep thought.

She was thinking about a lot. She was thinking about Celestia, worried that she was okay. They were no closer to finding her now then they were when XANA had first captured her. Was she even still alive? Was this why she was so determined to keep herself hidden?

She was thinking about Fluttershy, and her deteriorating state of mind. Everyday she was becoming worse and worse, and she had gotten a lot more private. She didn't talk nearly as much as she used to, she rarely smiled, and had begun spending more and more time away from her friends.

Finally, she was thinking about XANA. He was out there, free to roam the network. He was always watching her, always planning his next move. Who knew what his next attack would be? How close was he to finishing his Lyoko, and what was it going to be used for?

All of these problems, in some way, shape, or form, were Twilight's fault.

She had forced Celestia out in the open, putting her at risk. She had forced Fluttershy to remember her horrible past. Worst of all, she had forced the world to live through the horror that was XANA.

“Twilight?” Rarity asked bumping Twilight's side, “Are you okay?”

“Y-yeah,” Twilight lied, thinking back to that period where Rarity was being held by XANA. Had she been more vigilant, perhaps she could have spared her. Besides, it was Twilight that XANA wanted. He had settled for Rarity, simply as a means to draw Twilight ever closer to Lyoko. He wanted to keep Twilight close to Lyoko so he could always reach her, and kill her whenever he felt like it.

“Twilight, if there is anything troubling you, please let us know,” Rarity said, “We are friends, remember?”

“I know,” Twilight said smiling, “Thanks Rarity.”

Rarity nodded and walked on ahead, stopping in front of a very colorful building shaped like a merry-go-round. Rarity turned to everyone beaming.

“Well, here we are,” Rarity said with barely contained glee.

“Where's here?” Dash asked, “Aren't we going to buy dresses for the Spring Fling?”

“Buy dresses? Nyet,” Rarity said waving it off, “Those dresses lack character, and they cost fortune. This place is much better.”

“Does this place make special magical dresses that allow you to fly and grant magical powers?” Pinkie Pie asked, actually sounding really hopeful.

“Sadly no,” Rarity said, “But this place is magical in its own way, based on who owner is.”

With the way she smiled to herself, everyone realized shortly after what she meant.

“Holy shit, is this place yours?!” Dash asked, mirroring everyone's shock.

“Well, sort of. Mama promised that once I finish school she would give shop to me, but I use shop to practice craft in spare time, so...”

“Rarity, that's wonderful!” Twilight said.

“Your place is going to take the world by storm!” Pinkie Pie added.

“You knew, didn't you?” Dash asked Applejack, who rubbed her nose smiling.

“She told me first,” Applejack said, “Y'all should have seen her. She was so excited Ah could barely understand her.”

“Well, I tend to slip into Russian when excited,” Rarity admitted sheepishly.

“Fluttershy, what do you think of this place?” Pinkie Pie said putting her hands on Fluttershy's shoulders, “Isn't this wonderful?”

“Yes… it is,” Fluttershy said somberly, forcing a smile, “I'm really happy for you Rarity. Your mother clearly loves you very much.”

Rarity looked at Fluttershy with pained understand for a second before turning to the door, “Dah, well come along then. I've been working on series of dresses inspired by all of you. I'm sure I'll find something for all of you for Spring Fling.”

Rarity escorted everyone inside, which wasn't exactly what they were expecting. Rarity was usually a bit of a neat freak. This shop though, was actually a bit of a chaotic mess. Fabric was everywhere, half finished dresses covered desks, there were numerous piles of discarded dresses.

Something told them that Rarity's mother wasn't responsible for all of this chaos.

“This is… something...” Dash said.

“It reminds me of Twilight's side of her and Applejack's room,” Pinkie Pie said, “Only instead of computer stuff there's dress making stuff.”

“So, which desk did you guys use to christen the place?” Dash asked Applejack, who blushed covering her eyes with her hat.

“Ah told ya, Rares an' Ah ain't there in our relationship yet,” Applejack said, “Sides, we ain't christenin nothin till she gets this place officially.”

Applejaaaak…” Rarity whined, blushing, everyone laughing. Even Fluttershy managed a slight giggle, “Anyway, closet I've reserved for us is over there. Rainbow Dash, you come with me upstairs.”

Before Dash could protest, Rarity grabbed her hands and pulled her away upstairs. Everyone looked around unsure of what to do.

“So… what now?” Twilight asked.

“Now,” Applejack said walking over to the closet, which once opened proved to be massive, “we go shoppin.”

They all ran in, searching around and holding dresses up to their bodies and asking for the opinions of those around them. Fluttershy tried to be enthusiastic, but it was clear that she was forcing herself a bit, so Pinkie Pie pulled her aside and helped her pick something out too.

After what felt like hours, they all found something that had appealed to them. They'd have to consult with Rarity about fitting, so they just went back into the main room to wait. Thankfully they didn't have to wait too long, as Rarity stepped to the top of the steps looking quite proud of something.

“Friends, I have done… what is word…?” Rarity asked thinking.

“The impossible?” Applejack asked.

Dah dah,” Rarity nodded, “Impossible… Dash, come on out please.”

When Dash stepped out, no one recognized her. She looked absolutely stunning. She wore a blue dress that opened up a bit in the front and came down longer in the back, lined with white fabric that looked almost like clouds. The top of the dress was held by a single strap, and it consisted of a golden belt around her waist that emphasized her figure in a tasteful manner. She wore golden high heels that had long golden laces lined up her legs up to her knees. For make-up, she wore rose red lipstick and mascara, and she had golden earrings shaped like lightning bolts.

“Dashie...” Pinkie Pie said covering her mouth, “You're beautiful...”

“I've never seen you look so… feminine,” Twilight said, “No offense.”

“None taken,” Dash said rubbing her arms looking away awkwardly, “I… never wear clothes like this, so…”

“Oh, you should,” Fluttershy added, “You look almost like a super model.”

“Y-yeah?” Dash asked, “T-thanks… So AJ, think your brother will like this?”

“You bet he will,” Applejack said smiling, “Yer gonna make him real happy, Dash.”

“I see you all picked something out for yourselves,” Rarity said running up to them, “I'll take all of your sizes and begin fitting. Dresses will be ready by end of weekend.”

“Just in time for the Spring Fling,” Twilight said, “That's great, isn't it Fluttershy?”

“Yes… it is,” Fluttershy said, “Um… can I go first? I'd like to head back to the dorms and get to work on my Science Report as soon as possible.”

Rarity looked surprised, but she nodded, “Dah, come Fluttershy.”

Fluttershy pushed past everyone into the fitting room with Rarity. Everyone looked concerned.

“I hope she's able to have fun at the dance,” Pinkie Pie said.

“I'm sure Twilight will make sure of that, right?” Applejack asked Twilight, who nodded.

“Y-yeah, I will,” Twilight said, her thoughts going back to Fluttershy's expression. She hated seeing her angel fall so much.


After they finished, they all bade farewell to Rarity so she could get to work. Applejack, Pinkie Pie, and Rainbow Dash all walked back to the dorms together, but Twilight wasn't ready to head right back. She thought of going to either the factory or Everfree Mansion, but soon thought against it. She only liked going there with Fluttershy, and being there alone made her feel uneasy.

So instead, she began walking through town.

The benefits of being both a good student and good friends with the Principal of the school was that it gained you a few privileges. As such, she didn't have to go right back to the dorm. She had a few hours until curfew anyway.

When she made it to the shopping district, she was happy to see a few shops still open. She stopped in front of the cafe that she and Celestia met in, remembering how she felt when she learned that Celestia was Eos. It felt so nice to have someone she could talk to about her fears. Now Celestia was gone, held captive by the very thing that Twilight was afraid of. She sat down on the steps of the shop hugging herself as thoughts of Celestia filled her mind.

“Eos… I'm sorry…” Twilight said as tears fell from her eyes, “I didn't think XANA would go after you like that… I'm so stupid!” she held her head and closed her eyes tightly, “I'm always screwing up! I can't do this! I can't beat XANA or save you!”

She didn't realize it right away, but someone knelt down in front of her. Twilight opened her eyes and saw Sunset Shimmer holding a tissue.

“That's not right,” Sunset said smiling warmly, “You look so much better smiling.”

“Sunset Shimmer...” Twilight said taking the tissue, first wiping her eyes and then blowing her nose, “H-how much did you hear…?”

“Does it matter?” Sunset asked sitting down next to Twilight, “You were upset, and I wanted to comfort you.”

“Thank you,” Twilight said, “But I'm fine, really. I need to get back to the dorms anyway, so...”

Twilight stood up to leave, but Sunset Shimmer embraced her from behind, shocking her.

“You're not fine, Twilight Sparkle. You're far from fine, and I'm willing to bet that you need this more than you're letting on.”

“Sunset… I...”

“I just want to make you feel better, Twilight. Can I at least do that?”

Twilight didn't sense any ill intent from Sunset. She never sensed ill intent. All she ever sensed was genuine affection. She didn't hide that she was interested in Twilight, nor that she wanted to be Twilight's girlfriend, but she never did anything bad. All she ever did besides flirt with Twilight was protect her, and make her smile. Sunset Shimmer was a nice person. The reason why Twilight always dodged her was because she was afraid of what she herself would do.

But right now, Sunset Shimmer was right. She did need this.

Before long, the floodgates keeping her tears in burst open, and Twilight turned around leaning into Sunset as she held her closely. She couldn't remember the last time anyone had held her like this.

“There, that's better, right?” Sunset Shimmer asked, “Didn't you need this?”

“Why are you always so nice to me…?” Twilight asked through her tears, “Is it because you like me?”

“That's part of it,” Sunset Shimmer admitted, “But mostly it's because you look like you need it. You're always so tense, and I can tell you aren't talking to your friends about what's bothering you. Are you and Fluttershy having problems?”

“No!” Twilight said suddenly before looking away, “Well, sort of… She and I aren't arguing or anything, but lately she's been really...”

“Depressed?” Sunset asked.

“Yes. I want to help her, but she's not letting me in, so there's only so much I can do,” Twilight said.

“Which also means she isn't there to comfort you with whatever has you so upset,” Sunset Shimmer said, “Hey, want to go get something to eat?”

“L-like… a date?” Twilight asked. Sunset laughed.

“No Twilight, like two friends you haven't eaten yet,” Sunset said, even though Twilight wasn't sure if she believed her, “Come on, it'll be my treat. Whatever you want.”

Though Twilight wasn't convinced, she wasn't about to turn down free food. She couldn't remember the last time she and Fluttershy went out like this, and honestly, she liked the attention.


Luna finally finished her work for the day and was packing up. Doing all of this really made her appreciate all the work Celestia did. She really missed her older sister, and every day she found herself tossing and turning thinking about what XANA might be doing to her.

Sadly, Celestia had been taken away before she could tell her what the dreams meant, and they hadn't ceased since then. In fact, they were getting worse. She wanted to talk to Twilight and the others about them, but as she was active principal now she didn't have time. Well, at least Spring Break was coming up after the dance. Maybe then she could-

Her cellphone rang. Odd, as no one called Luna. Well, Twilight and her friends were known to call her from time to time, but it was late, so unless there was a XANA attack…

“Hello?” Luna asked answering her phone. She was surprised when she heard sobbing from the other end.

“L-Luna...”

Oh my God it was Celestia…

“Sister?! Sister, are you okay?!” Luna asked.

“No Luna… I'm not…” Celestia sobbed, “Listen to me, you have to… go to the factory… XANA's… going to activate a tower… to…”

“What? Tia, what's going on?! You told me to stay away from Lyoko, and what's this about XANA activating a tower?!”

“The situation has changed… Lulu…”

“Celestia, what are you talking-”

“HE'LL KILL TWILIGHT IF YOU DON'T DO THIS, LUNA!!!” Celestia screamed, shocking Luna.

“W-what…?” Luna asked.

“He'll do it, I know he will...” Celestia said, “You have to go to the factory… and go to Lyoko…”

“Celestia, where are you? Tell me, and we can begin searching for-”

“No Lulu… you can't… I'm sorry sister...” Celestia said before the line was cut.

“Celestia?! CELESTIA?!!!” Luna screamed. She tried calling the number again, but the line wouldn't connect. She fell back into her chair and took in what just happened. Why did XANA want her to come into Lyoko? This was clearly a trap. But if she didn't do this… XANA would…

She had no choice. She had to go to the factory.


Applejack walked back into her and Twilight's room, surprised when she didn't see her roommate inside. It was almost curfew now. This wasn't like Twilight.

“Huh, maybe she's with Fluttershy,” Applejack said, “She tends ta spend the night with her sometimes, so-”

TOWER ACTIVATED

LOCATION: ICE SECTOR

42 LAT, 11 LONG

“Damn it!” Applejack said, “What's the deal with XANA an' these late night attacks?!” she ran out of the dorms pulling out her cellphone, “Rares! We're needed! Ah know, Ah know, it's real inconvenient, but if XANA is activatin a tower this late at night he's plannin somethin big. Ah'll get the others in the dorm, so meet us at the factory!”


Fluttershy wasn't in the dorms at the moment. She had decided to go to the school library, as it was the one place she was sure she'd be alone for a bit. She didn't really know when it happened or why, but one day she woke up and started crying uncontrollably. She had random bouts of sadness before concerning the loss of her family, but this was intense.

She didn't feel like doing anything. She didn't even feel like spending time with Twilight, which she knew was interfering with their relationship. The last time they even spoke Fluttershy had yelled at Twilight.

That just made Fluttershy feel even worse.

Fluttershy got up and went to a secluded section of the library and pulled out her cellphone to call Twilight. The phone rang for a minute before going to voice mail.

Hello, this is Twilight. I'm sorry I couldn't get to my phone in time, but if leave a short message I'll get back to you as soon as possible.

BEEP

“T-Twilight? It's me, Fluttershy. I… um… I'm sorry for yelling at you earlier. If you get this message, could you call me back? I… I need you…”

She hung up and broke down, the fifth time today. Everyday she gained more and more of her memories back, and it was getting harder and harder to keep it together. When she was sealed in Lyoko, the death of her father was still fresh, so even now it felt like he had only just died, even though it had been ten years.

Even worse, there wasn't even a grave for him. His body had vanished from Return to the Past, so there wasn't even a record that he existed. The only evidence that her father was ever alive was her memory.

As she sobbed, she felt someone kneel down in front of her and put a hand on her shoulder. She looked up and got the shock of a lifetime.

“Fluttershy, sweetie,” an older man said with a soft smile. He had long black hair, and wore a red sweater, gray pants, black shoes, and black sunglasses. Fluttershy recognized this man immediately. This was Sombra, aka Thanatos.

Her father...

“D-Daddy…?” Fluttershy asked, her heart racing.

“What's the matter, sweetheart?” Sombra asked, “Why are you here by yourself crying?”

“DADDY!!!” Fluttershy cried embracing him, “I don't understand! Miss Tia told me that XANA killed you! How are you-”

“I was thrown into the Digital Sea by XANA's monsters on Lyoko,” Sombra explained, “However, even as data on Lyoko I was able to hold onto myself and hack into XANA's systems, eventually regaining my human body.”

“How did you hold onto yourself though?” Fluttershy asked, “Falling into the Digital Sea means-”

“Nothing if one's will to live is strong enough. I had to come back, Fluttershy. I had to come back to you, my sweet little girl.”

“Oh Daddy...” Fluttershy said falling into his embrace again.

“Where are your friends?” Sombra asked, “The ones who saved you?”

“I don't know,” Fluttershy said, “My guess is they're scattered around the school at the moment.”

“Hmm… then we'll have to act on our own. XANA is planning to create his own Lyoko, and I fear that it's almost finished. We need to find Chaos, Proteus, Selene, and Eos.”

“Eos has been captured by XANA,” Fluttershy said somberly, “And Selene was corrupted, so her connection to the computer was severed. I don't know who Proteus and Chaos are though...”

“I know who they are,” Sombra said, “Come, Fluttershy. We need their help to stop XANA once and for all.”

Something was screaming in the back of her head that something was wrong, but this was her father. She remembered how paternal he was, and how much he cared for her. Fluttershy's father, somehow, came back from Lyoko.

And he was going to help them destroy XANA for good.


“Damn it!” Applejack swore as she met Dash and Pinkie Pie in the gym, “First Twilight doesn't answer her phone, an' now we can't find Fluttershy?!”

“We don't know what that tower is doing,” Dash said, “One of them could be in danger!”

“It stands ta reason at least one of them is with XANA at the moment,” Applejack stated.

“The two most important people on the team are AWOL,” Pinkie Pie groaned, “This is terrible! We're about to game over so bad right now! G.G. girls! G.G.!

“No one's having a game over on my watch!” Dash said, “Look, if worse comes to worse I can use the super computer and transfer everyone in, so how about Pinkie Pie and I go to the factory while you search for Fluttershy and Twilight?”

“No Dashie,” Pinkie Pie said, “I'll search for Fluttershy. You and Applejack need to go to Lyoko.”

“You sure Pinkie Pie?” Applejack asked, “Ah don't wanna put ya in danger.”

“I seriously don't like the idea of you face to face with a specter, Pinkie Pie,” Dash said.

“But you need a better fighter to go into Lyoko, and Applejack is the best fighter on the team,” Pinkie Pie said, “Besides, Rarity is probably already at the factory, and she works best with Applejack. This is the better strategy. I'll be fine, Dashie.”

The smile she gave Dash spoke volumes. She was actually terrified, but she knew this was the best plan. That smile was one that said “don't worry”. That was what Pinkie Pie was best at, putting others at ease with her smile.

Dash sighed in defeat, “Alright Pinkie Pie, we'll go with this plan, but keep me updated on your status. I'm probably on mission control today, so I'll call you when we get started, okay?”

Pinkie Pie nodded, “Be careful, you guys.”

Applejack nodded and ran out of the gym with Dash, who took one last look at Pinkie Pie before leaving. Once alone, Pinkie Pie lost her smile and took a deep breath.

“I'm a Lyoko Warrior too,” Pinkie Pie said, “I have to be strong for everyone.”

She ran out using the other door, deciding to search the school grounds before leaving the school. Hopefully one of them was at the school.


Dash and Applejack emerged from the secret passage at the factory just in time to see Rarity running up to them.

“Twilight is already in factory?” Rarity asked.

“Ah hope so,” Applejack said, “But unfortunately we can't find Fluttershy either.”

“What?! Then how are we going to deactivate tower?!” Rarity asked.

“How about we deal with finding the tower and getting in contact with Twilight and Fluttershy,” Dash said, looking past Rarity surprised, “Hold on, isn't that Vice-Principal Luna's car?”

They turned to see a midnight blue Mercedes-benz parked in front of the factory. Applejack skated over to the license plate to read it.

“Yep, this is Lulu's car,” Applejack said.

“So she's in factory too?” Rarity asked, “Why?”

“Let's go ask her,” Applejack said leading her friends into the factory. They swung down to the elevator and took it down to the computer room, where they saw Vice-Principal Luna sitting at the computer looking at the radar.

“Oh there you all are,” Luna said turning to the three girls, “I was about to call you actually.”

“Why are you here?” Dash asked, “Not that I'm not happy to see you, but...”

“I know this is weird, but...” Luna said trailing off, she then looked confused, “Where are Fluttershy and Twilight?”

“Missin,” Applejack sighed, “An' since they ain't here, that means XANA might be goin after them with specters.”

“Unfortunately I don't know how to use the computer to find people,” Luna said, “If I did, I'd search for them.”

“Ironically, the only ones who do know how to do that are the ones we need to find!” Dash said throwing her arms into the air, “Shit!”

“So we're back to original problem then,” Rarity said, “We can't deactivate tower without Fluttershy.”

“Hold on, maybe we can,” Applejack said, “Remember, you got Lyoko's second source code, Rares.”

“Dah, I do,” Rarity said, “But what do we do about tower's security? I can't hack into tower.”

“I… think I can do it...”

Everyone turned to Luna, shocked and confused.

“Hold on, how?” Applejack asked.

“I don't know, but I have this feeling...” Luna said, “I'm one of Lyoko's Architects, right?”

“Yes, ya are,” Applejack said, “But Principal Celestia severed yer connection.”

“Yes, and XANA repaired my connection,” Luna said, “This means theoretically I can go into Lyoko now, right?”

“Hold up, hold up,” Dash said, “First of all, we don't even know for sure if you can deactivate towers. You don't have a source code.”

“Second of all, XANA destroyed block made by Principal,” Rarity said, “This could be trap.”

“Well I don't see another option!” Luna fussed, shocking everyone, “As we stand here talking, Twilight and Fluttershy could be in danger! Yes, this could be a trap set by XANA, but then again, what isn't a trap set by him?! We have to do this, for Fluttershy and Twilight's safety!”

This was so risky. Still, Luna raised a valid point. There wasn't any other alternative. They had to trust Luna's feeling. She was a member of their team after all.

“Alright,” Applejack said, “Dash, yer on mission control. Once we're in Lyoko, try ta get in touch with Twilight and Fluttershy again. The rest of us are goin into Lyoko. Looks like yer hittin the front lines today, Lulu.”

Luna nodded and followed Rarity and Applejack into the elevator. Dash walked over to the computer and sat down rubbing her eyes a bit.

“Geez, this is going to end badly. I just know it,” Dash groaned before getting to work.

“Transfer Applejack!” Dash said as Applejack stepped into her scanner with a serious expression.

“Transfer Rarity!” Dash said, Rarity stepping into her scanner also with a serious expression.

“Transfer Luna!” Dash said. Luna took a deep breath and stepped into a scanner with a serious yet nervous expression.

“Scanner Applejack!” Dash said, connecting Applejack with her avatar.

“Scanner Rarity!” Dash said, watching her avatar render before connecting her to it.

“Scanner Luna!” Dash said, surprisingly she was connecting to Lyoko, her avatar looking rather impressive, “Virtualization!”

Dash pushed the enter key, and all three of them vanished from their scanners.


Applejack and Rarity rendered into the Ice Sector first, dropping down in a clearing. A second after they landed, Luna rendered into Lyoko, dropping down on one knee almost like a pro.

Her avatar… was scary.

Luna looked like a noble of some sort. She wore a dark blue general's jacket with golden shoulder pads, matching dark blue pants, white gloves, and black boots. She had a long cape that was black on the outside but blue on the inside, and at her side was a rapier.

Luna stood up and looked around for a second, and then at her hands, “It's… just like in my dreams...”

“Lulu… you look… absolutely amazing...” Rarity said. Applejack gulped.

“Yeah… uh… ya look alright… not like yer scary lookin or anythin,” Applejack defended, trying to hide that she might be looking at her Vice-Principal in a new light.

“I can't believe it...” Luna said, “I'm really- AHH!!!” Luna fell to her knees holding her head. Rarity and Applejack ran over to her.

“Hey! You okay Lulu?” Applejack asked.

“Memories…” Luna said, “This sector… I think it's… the one I…”

Lasers fired in their direction, catching their attention. Applejack, Rarity, and Luna all looked out to see two krabs and a tarantula walking over to them, all of the firing.

Applejack and Rarity braced themselves, but Luna shot up immediately and flipped her cape in front of them, actually blocking the enemy attacks.

“Leave the tarantula to me!” Luna requested, “You two fight the krabs!”

Before they could protest, Luna rushed forward. She jumped in the air, landing on the tarantula's head and kicked it back also flipping off it. As she engaged the tarantula, Applejack and Rarity both shrugged and targeted the krabs.

Luna VS Tarantula

Applejack VS Krab

Rarity VS Krab

The krab that was in front of Applejack fired at her, but she blocked its attack with her shotgun. She then loaded it and fired at its front left leg knocking it over.

Applejack reloaded her shotgun and fired at the XANA symbol on its head two times, destroying it. Before she could react the second krab turned its attention from Rarity and fired at Applejack's side.

Applejack: 70 HP

“I'm opponent!” Rarity shouted catching the krabs attention. She ran underneath the monster slashing at its legs making it fall over. She then turned around and thrust her blade into the XANA symbol on its head killing it. Her opponent dead, Rarity ran over to Applejack helping her up.

“Thanks Rares,” Applejack said, “Now let's find Lulu an-”

“Guys, I wouldn't worry about her,” Dash said, “She's… kind of… wrecking the tarantula's shit right now.”

“What?” Rarity asked. She and Applejack turned to Luna's fight and were dumbfounded. To say Luna was winning was an understatement.

The tarantula couldn't touch her. It fired as fast as it could, but Luna continuously ran to the side out of the way, and even used her rapier to deflect its attacks back at it. The odd thing was that she looked focused and confident, like she knew what she was doing.

In fact, she looked like she was toying with it.

“You bore me,” Luna said yawning, “As my associates have both finished their fights, it's time we ended ours.” She held her blade ready and did the most reckless thing one could do with a tarantula, something not even Pinkie Pie did.

She rushed toward it.

“Hey hey HEY!” Applejack shouted, “What are ya doin?!”

“That's too dangerous!” Rarity said, “If monster hits, you'll-”

As the tarantula started firing, Luna jumped high into the air. She then wrapped her cape around herself turning into a black drill and came down through the monster, killing it instantly.

“Well damn!” Dash said from the real world.

“Vice-Principal is… er… talented in combat, dah?” Rarity asked Applejack, who was covering her eyes with her hat.

“This is the woman I shot sneezin powder at yesterday…?” Applejack asked, rethinking how she lived her life all of a sudden.

Luna walked over to the shocked girls dusting herself off, “Well then, shall we proceed onward?”

“Um, I have question,” Rarity said, “Could you… always fight like this?”

“It's muscle memory I think,” Luna said, “The longer I'm here, the more I begin to remember. I… enjoyed combat here. Actually… this was the sector I created.”

“You created the Ice Sector?” Dash asked.

“Yes, I believe all five of us made a sector in Lyoko. Tia made Sector 5, I made this sector, Chaos made the Forest Sector, Proteus made the Desert Sector, and Thanatos made the Mountain Sector,” Luna walked out to the side of the sector looking at the digital sea, “Funny, I feel like there's more to Lyoko though...”

“More? What do ya mean?” Applejack asked.

“Like… there's something beyond this. I can't put my finger on it, but...” Luna looked down seriously before turning to Applejack and Rarity, “Come. We need to deactivate the tower.”

Applejack and Rarity nodded and followed Dash's guidance to where the tower was. Still, that had all of them wondering just what was Lyoko? What did Luna mean by there being something beyond it?


Sombra led Fluttershy to the back of the school. Typically only Discord ever came here, as the storage shed was there. Why did her father bring her here?

“I think this place is good,” Sombra said, “Yes, we should be able to contact the others here.”

“Um, Daddy? Why are we out here?” Fluttershy asked, “Shouldn't we head to the factory? The super computer could possibly help us find-”

“No, that's exactly what XANA is expecting,” Sombra said, “Hurry inside. I can use my tablet to find Proteus and Chaos.”

As Fluttershy stepped into the storage closet with her father, she got that weird feeling again. Like something in her head was telling her that something was wrong. She thought about what was going on, but then realized one major inconsistency.

Tablets didn't exist ten years ago. How did her father…?

“XANA!” Fluttershy cried turning to the man behind her. When she did, Sombra punched her in the face knocking her out. He went to a shelf grabbing a rope and then stood over her, a white XANA symbol appearing on the lenses of his sunglasses.


Though Twilight was having the time of her life with Sunset, she felt the biggest sense of dread. It was like something was happening right now. Sadly as she and Sunset had gone to see a movie, she couldn't check her cellphone, but that feeling just wouldn't go away.

She shook her head, and quickly got up from her seat. Sunset Shimmer looked at her concerned.

“Hey, you okay?” Sunset asked.

“I need to check something, I'll be back,” Twilight said. She quickly ran out of the theater into the main hall and pulled out her cellphone. She had six missed calls.

She opened her phone and saw that she had a text message from Dash. When she opened it, her heart sank.

XANA alert! We can't find Fluttershy ANYWHERE! Call back IMMEDIATELY!

“Twilight, is everything okay?” Sunset asked from behind Twilight, “You look pale.”

“My friends were trying to reach me!” Twilight said, “Fluttershy might be in danger!”

“Like when your friend was being drowned?” Sunset asked with a raised eyebrow.

“I don't have time!” Twilight said, “I'm sorry, but I have to go!”

As Twilight was about to run off, Sunset grabbed her arm stopping her.

“What's going on?” Sunset asked, “First I see your friend tied up and drowning like someone wanted to kill her, then your Russian friend goes missing, then today I see you in tears talking about someone named XANA, and finally this! XANA is the center of all of this, right? Who is XANA?”

“I can't tell you!” Twilight said, “I need to go help my friends!”

“Not until you tell me who the hell XANA is!” Sunset said, “What, is this person someone who wants to hurt you? Are you in trouble? If so, then tell me so I can help you!”

“You can't help me!” Twilight fussed, “XANA is pure evil, and he'll do anything to get to me, and that includes hurt the people I care about! I don't want you or anyone else getting hurt! It's bad enough that my friends are involved! Just stay out of this, please!”

“I can't do that, Twilight!” Sunset Shimmer said adamantly.

“Why not?!” Twilight asked turning to Sunset.

“BECAUSE THIS IS JUST LIKE MY DREAM!!!” Sunset screamed, silencing Twilight as she saw something she never saw from Sunset Shimmer. She saw tears.

“Sunset… Shimmer…?” Twilight asked.

“I have them a lot,” Sunset said through her tears, “They're dreams of you and your friends, and the name XANA keeps appearing in all of them. There's this one that stands out the most though. In it, I see a bright light trying to catch you, and you're scared. In the dream, I just wanted to protect you. The most important thing to me was keeping you safe.”

Twilight was too shocked for words. Sunset Shimmer's dreams were the times when she helped them! Twilight was willing to bet that all of her dreams were XANA attacks that Sunset was the center of, saw, or even fell into, but had forgotten due to the multiple return trips to the past. That one she went into detail on was when Twilight was being hunted by an orbital laser. That was the day she and Sunset Shimmer officially met.

Could she have somehow retained the memories of each and every XANA attack? That would take a mind almost as advanced as her own or Celestia's.

“Sunset, listen,” Twilight said, “I really really appreciate your desire to help me, and after hearing this… I wish I could explain to you exactly what's going on, but… I can't right now. There just isn't enough time, and the story would take too long. But, if you really want to help me...”

“I'll do anything,” Sunset said wiping her eyes, “Anything at all.”

“I need to get to the abandoned factory,” Twilight said, “There's something there I need to do. Can you take me there?”

Sunset nodded and took Twilight's hand, leading her out of the movie theater to her motorcycle. She threw Twilight a helmet and put hers on, “How fast do you need to get there?”

“As fast as possible,” Twilight said as they got on the bike.

“It's a good thing I know backstreets then,” Sunset Shimmer said, “Hope you don't mind if I break the speed limit a bit.”

With that, Sunset and Twilight rode off, Twilight's opinion of the red head changing drastically. She wasn't pushy and being selfish. She was acting on what amounted to a full month of memories she didn't consciously remember.

Sunset Shimmer was actually in love with Twilight Sparkle.

And honestly, after that conversation, Twilight was beginning to…


Pinkie Pie searched the entire school grounds, and it was now past curfew. Fluttershy and Twilight wouldn't be too far from the school unless something was up.

“Oooh… where are you?” Pinkie Pie asked, trying her hardest to not lose hope. She heard commotion toward the storage closet. Was someone back there?

Pinkie Pie went to investigate and saw a man walk out of the storage closet with a bottle of gasoline. That man… where had Pinkie Pie seen him before?

And why was he dousing the storage closet with the gasoline?

She was about to confront him, but a familiar whistle was heard. Pinkie Pie hid behind a bush and saw Discord walking up to the area whistling a tune. He froze when he saw the man, and glared at him in a way Pinkie Pie hadn't ever seen Discord do to anyone.

“What are you doing?” Discord asked slowly, bracing himself. The man turned to Discord and smiled warmly.

“Ahh, Chaos. Perfect timing. I was looking for you,” the man said.

Chaos?! Wait, wasn't that the name of one of the Architects of Lyoko? Discord was Chaos?!

“Who are you?” Discord pressed.

“Chaos, it's me, Thanatos,” the man said holding his hand out to shake Discords. Immediately Discord stepped away from him.

“Thanatos is dead!” Discord said, “I saw XANA kill him with my own two eyes! Now, I'll ask you again. Who. Are. You?!”

Thanatos? Wasn't that Fluttershy's father, Sombra? Then, that meant…

“That's a specter!” Pinkie Pie exclaimed, “Fluttershy must be in there!” Pinkie Pie jumped out of the bush and ran to the scene, “Discord! That's XANA! Fluttershy is trapped inside!”

“What?!” Discord exclaimed, looking at Pinkie Pie. He then turned to the specter of Sombra, who shot him with an electric blast knocking him back.

“DISCORD!!!” Pinkie Pie cried.

Sombra's clone turned to the storage closet and pulled out a lighter, dropping in down and setting the storage closet on fire. Pinkie Pie panicked and ran over to the storage closet to try and open it before the flames spread, but the door was locked. Sombra's clone ran up to her and whacked her aside knocking her away.

Discord got to one knee and glared at Sombra's clone, “The real Sombra entrusted me with Fluttershy's safety!” he seethed, “How DARE you use my best friend's face!”

Discord rushed up to Sombra's clone and began fighting him as Pinkie Pie forced herself to her feet. She looked back at the storage shed and saw that the building was now almost completely engulfed in flames. She quickly pulled out her cellphone to call Dash.


“Dashie! I found Fluttershy!” Pinkie Pie cried instantly when Dash pulled up the phone app.

“Great! Where is she?” Dash asked.

“She's trapped in the storage closet at school! XANA created a specter clone of her father and set it on fire!”

“What?! Holy shit… this is bad,” Dash said as the phone app went off again, this time showing Twilight's number, “Finally! Twilight's contacting me!”

“I'll stay on the line!” Pinkie Pie said. Dash clicked over to Twilight's number.

“Twilight! Where the actually fuck are you?!” Dash asked.


“Sorry, but I'm on my way now! Sunset Shimmer is driving me, and we should be there in about a minute!” Twilight said as they approached the factory, “Sunset!”

“I'm on it!” Sunset said riding the bike and stopping it right in front of the entrance to the factory. She and Twilight jumped off and swung down to the elevator, where Twilight hit the down button and took it to the computer room.

When they emerged, Sunset Shimmer's eyes were wide as she looked around.

“Dash! What's the situation?!” Twilight asked running to the computer.

“Fluttershy is trapped in the storage closet back at school!” Dash explained, “Applejack, Rarity, and get this, Luna are in Lyoko right now!”

“Wait, Luna is in Lyoko?!” Twilight asked as Sunset walked up to them, “How did she-”

“I don't know! What I do know is she claims that she can deactivate the tower since she apparently made the Ice Sector!”

“Luna? As in our Vice-Principal?!” Sunset asked, “She's in on this too?!”

“Holy- Twilight?! What's she doing in here?!” Dash asked.

“Long story,” Twilight said, “Switch places with me. I'm sending you into Lyoko to help them Dash. Once you transfer in, I'll send your Tera-Bike to you so you can catch up.”

“Got it,” Dash said running to the ladder and taking it to the scanner room. Sunset watched intently as Twilight got to work.

“Transfer Rainbow Dash! Scanner Rainbow Dash! Virtualization!” Twilight said, pressing the enter key once she was done.


Dash rendered into the Ice Sector a bit away from the others as Twilight didn't know exactly where the tower was.

“You're a little off, I'm afraid,” Twilight said, “Do you see the tower?”

“I do,” Dash said looking ahead. In the middle of a clearing she saw the activated tower being guarded by two megatanks, “Wanna send my ride?”

“Your Tera-Bike is ready. Sending it now,” Twilight said. When Dash's blue and black Tera-Bike rendered next to her, Dash jumped on.

“Listen to that engine purr,” Dash said with a smirk, “Being behind the controls is a nice change and all, but this is where I belong!”

Dash took off, taking another pathway to the activated tower. Sure, she could have just used her Super Sprint power to get there, but that took energy. Also, riding a Tron Cycle was way cooler.


“Is she…?” Sunset asked Twilight.

“Inside the virtual world that's mapped over there? Yes she is,” Twilight said.

“Could you… send me there too?” Sunset asked, looking at the hologram closely.

“I could,” Twilight said, “But I need you to do something else for me.”

“You need me to help Fluttershy, right?” Sunset asked, actually sounding a little somber. Twilight's heart sank once she realized what she was essentially doing.

“C-could you…?” Twilight asked, “She's really important, and XANA-”

“Say no more,” Sunset said, giving Twilight a smile that was clearly forced, “Storage shed, right? I'll save your girlfriend.”

“Sunset…” Twilight said, almost on the verge of tears as she watched Sunset Shimmer walk to the elevator.

“Oh, and for the record,” Sunset said, “Your secret is safe with me.”

As the door closed, Twilight thought about how helpful Sunset Shimmer was. She actually helped them so many times, and she clearly cared a lot about Twilight. She'd actually make a great Lyoko Warrior.

Huh… could Sunset Shimmer…?


As Sunset Shimmer got back on her bike, she thought about that computer room, and how professional Twilight seemed. She wanted to be there with Twilight, fighting in that virtual world. Still, Twilight gave her a job to do, and she was going to do it.

She hated it, simply because she knew what Fluttershy meant to Twilight, but she wasn't that petty. She had a rescue mission to get to.


Applejack, Rarity, and Luna reached the clearing where the activated tower was and stopped as the two megatanks rolled in front of them. Both monsters opened and fired their attacks at them, but Luna and Rarity got in front holding their blasts back with their blades.

Applejack ran in between them, got on one knee, and fired at the megatank on the left, knocking it back and killing it, but the other one closed and rolled back.

Luna was about to charge at it, but stopped as something from above fired at her, hitting her on the back.

Luna: 90 HP

“Hmph, hornets then?” Luna asked looking up to five flying monsters that flew to their location, “I don't have long ranged attacks it seems.”

“Good thing Ah do then,” Applejack said. She ran up to the hornets and fired at them, killing one but unable to hit the others. Before she could reload, the megatank rolled over to Applejack.

“Applejack, lookout!” Rarity cried. Applejack turned too late though as the megatank ran her over.

Applejack: 0 HP


The scanner opened, and Applejack slammed her fist lightly against the wall of her scanner.

“Damn it. Ah need ta pay attention more,” she groaned.


Rarity fired her shock wave at the hornets, but they all flew out of the way and fired at her, knocking her onto the ground.

Rarity: 60 HP

The megatank readied itself to attack her while she was on the ground, but Luna ran in the way and blocked its blast with her sword.

“Rarity, are you okay?” Luna asked.

Dah,” Rarity said getting up, “You need to get to tower though, quickly.”

“Easier said than done,” Luna said. Rarity looked and saw two tarantulas render in front of the tower.

“Girls, can you hear me?” Twilight said from the real world. Luna and Rarity looked up happily.

“Twilight!” Rarity said.

“You're okay!” Luna said.

“Yes, sorry about earlier,” Twilight apologized, “Dash is on her way. You should see her coming up soon.”

They looked and saw Rainbow Dash riding her Tera-Bike to their location. She jumped off the bike, flipped in the air, and threw a kunai at the megatank, killing it instantly and landing elegantly behind Rarity and Luna.

“Leave the hornets to me!” Dash said, “You two deal with the tarantulas!”

Luna and Rarity nodded running to the tower while Dash pulled out two more kunai getting in a fighting stance.

The hornets all took turns firing at Rainbow Dash, who flipped, tumbled, and rolled out of the way. She threw two kunai at the monsters, knocking two perfectly out of the sky, but had to block as the remaining two fired before she could respawn her weapons.


Sunset Shimmer wasted no time riding back to the school. Once she reached the campus she jumped off her bike, threw off her helmet, and ran to where the storage shed was. When she reached it, she saw Discord on the ground injured, and Pinkie Pie being pinned to the ground by Sombra's clone, the latter smiling maniacally. The shed nearby was completely consumed by the flames.

“Shoot!” Sunset cried running to the shed. She looked through the window as best as she could and saw Fluttershy deep in the back tied to a pipe. She was struggling a bit, but it looked like she was coughing from the smoke.

She was running out of time.

Sunset Shimmer looked around and found a rock, which she picked up and started hitting the lock to break it. The flames shot up suddenly, causing her to fall back, and Sombra's clone shot an electric blast at her back knocking her to her knees.

“Can't let you do that,” Sombra's clone said, “The girl must die for XANA's plans to succeed.”

“Screw… XANA and… his dumb plans…!” Sunset Shimmer said forcing herself to her feet, “I'm going to save the girl in there… and you're not going to stop me!”

The clone screamed in anger and threw himself at Sunset, holding her up against the burning building. Pinkie Pie and Discord both got up, and ran over to Sombra's clone grabbing him and trying to pull him off of Sunset. The clone threw one hand out though firing at both of them knocking them away.

Sunset took that as her chance to kick the clone in the stomach. Once he flinched, she did a spin kick to his face knocking him onto the ground. He was about to get back up, but Sunset charged at him and started hitting him with the rock.

“What's it going to take to take this guy out?!” Sunset fussed.


The tarantulas fired at Luna and Rarity continuously, forcing them to block and pushing them back. Luna nodded to Rarity and used her cape getting in front of the shots blocking them, and Rarity rolled to the side firing her shock wave at one of the tarantulas, killing it. The other one turned to Rarity and shot her once in the stomach knocking her back.

Rarity: 20 HP

Before it could fire again, Luna charged at the tarantula and jumped forward, once again wrapping herself in her cape and drilling through the monster. Once it was dead, Luna turned to the tower.

“I can do this...” Luna said, “I know I can do this.”

Luna closed her eyes and approached the tower, slowly phasing into it.


Inside the tower, Luna looked around slowly walking to the center. Her heart was racing for some reason, but her instincts were telling her that she needed to keep going. Once she reached the center of the tower, an invisible force picked her up and took her to the surface above.


Discord ran over to the door to the shed and hit the lock hard with another rock destroying it. He quickly ran into the shed over to Fluttershy, who looked like she was fading.

“Fluttershy!” Discord shouted, “FLUTTERSHY!!!”

“Dis…cord…?” Fluttershy asked slowly opening her eyes, “What are…?”

“I'm going to get you out of here,” Discord said untying Fluttershy, “Shoot, these ropes are too tight!” he reached into his pocket and pulled out a small knife and began cutting the ropes, “Stay with me Fluttershy!” he urged as Fluttershy looked like she was about to give in. She didn't just look exhausted from inhaling the smoke.

She looked hopeless…


Luna landed on the upper platform and slowly walked over to the holographic control panel. Once there, she followed her instincts again, typing to take control of the tower. If this worked, then after this…

The key board vanished, replaced by a touch screen. Luna smiled, proud of herself.

“This is it,” Luna said, “I did it, Tia. I saved everyone this time,” she placed her hand eagerly on the holographic touch screen.

SELENE

CODE

XANA

“Wait!” Luna said wide eyed, “That's not right! The code needed is-” Luna screamed as she felt a sharp pain in her head. At the same time, the interior of the tower turned red, and an alarm was going off.


Outside the tower, the aura changed from red to black. Rainbow Dash and Rarity looked up at the tower confused.

“Hey Twilight! Something's wrong with the tower!” Dash said.


“I see it,” Twilight said, looking at the monitor at the tower. It was transmitting some sort of unknown data.

“Can ya activate Return ta the Past?!” Applejack asked next to Twilight.

“Give me a second,” Twilight said, “I need to make sure that the specter is gone first.”


Sombra's clone knocked Pinkie Pie and Sunset Shimmer onto the ground and stood over them, smirking.

“It's done,” he said as he faded away like static. Pinkie Pie and Sunset Shimmer slowly stood up hurt and confused.

What's done?” Sunset asked.

“I hate it when they do that cryptic crap...” Pinkie Pie groaned.


“Return to the past, NOW!” Twilight shouted, pressing the enter key. Everyone was engulfed in a bright light, and returned to where they were at the beginning of the day.


Pinkie Pie caught up with Twilight, Applejack, Rainbow Dash, and Rarity in the hall so she could tell them what happened at the storage shed.

“So first our Principal,” Dash said, “Then the Vice-Principal, and now the janitor?! Sheesh, this is getting silly!”

“Have you spoken to him yet?” Rarity asked.

“I can't find him,” Pinkie Pie said, “I hope he didn't die in there.”

“If he did then Fluttershy would be dead,” Twilight said, “I saw her earlier though. She's really messed up from that attack.”

“Takin the form of her dead father like that,” Applejack said folding her arms, “That's jus' messed up.”

“It's a good thing Sunset Shimmer got there,” Pinkie Pie said, “We wouldn't have been able to rescue Fluttershy without her.”

“Sunset Shimmer!” Twilight exclaimed, “Right! Girls, I'll see you later! There's something I need to do!”

She ran off, leaving Applejack, Rarity, Pinkie Pie, and Rainbow Dash very confused.


It was still early, so Sunset might not be in the classroom yet. She looked inside and saw that neither she nor Fluttershy were there yet. She looked down the hall and saw Sunset Shimmer walking to the classroom.

“Sunset Shimmer!” Twilight called out running to the older girl. Sunset was snapped out of some sort of daze and was surprised as Twilight ran over to her embracing her.

“Whoa!” Sunset exclaimed, “Twilight, this is a pleasant surprise.”

“I'm just so happy!” Twilight said, tears in her eyes, “You're okay!”

“Um… should I not be okay?” Sunset asked. Twilight's heart sank a little once she realized. She had to use Return to the Past, so Sunset didn't remember the night they had, nor that she helped them. For a second, Twilight forgot that Sunset wasn't officially on their team.

“No, no, it's fine,” Twilight defended, letting Sunset go and looking down, “It's just… I...” so overcome with emotions, Twilight did the only thing she could think of.

She kissed Sunset.

Sunset was speechless, and when Twilight broke the kiss she looked at her in shock. Twilight smiled biting her lip before skipping off into the classroom. Sunset had no idea why Twilight did that, hell, Twilight herself wasn't too sure. All she knew was that Sunset had shown her true colors. She didn't know it, but she was one of them. A Lyoko Warrior, and possibly their seventh member.


Unknown to both girls, that kiss was seen by one person, who was on her way to class at the time. Standing behind a corner hidden, she placed a hand on her chest as tears fell from her eyes.

“Twilight…?” Fluttershy asked trembling, “Are you and Sunset Shimmer…?”


In the Principal's Office, Luna opened her eyes and sat up in her chair suddenly. She was in Lyoko just now right? Did she deactivate the tower? Why did she feel so…

“Hey, uh… Lulu?” Applejack called from outside the door. Luna straightened up immediately.

“Yes AJ, come in,” Luna said. Applejack opened the door and slowly walked in.

“You okay? That tower business kind of spooked us,” Applejack asked.

“Y-yes AJ, I'm fine,” Luna said, her head feeling a little fuzzy, “I think I'm just dealing with the shock of coming back from Lyoko.”

“Ah see,” Applejack said, “Do ya know what happened in that tower?”

“No, I don't,” Luna said, “I think… I just deactivated it like Fluttershy would.”

That's a lie…

What happened in there was…

“Well, as long as yer okay,” Applejack said smiling, “Ah'm gonna head ta class. We'll check with ya after school, alright?”

“Okay AJ, s-see you,” Luna said. As Applejack left, Luna couldn't shake the feeling that something was off. She felt different, and as the minutes went by the haze left, making her feel almost like she was waking up from a deep slumber.

But… why did she feel… so angry?

Ending Theme: Can't Fight the Moonlight