• Published 13th Jul 2015
  • 9,304 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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21
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21: Selene pt. 2

Theme Song: A World Without Danger

21: Selene pt. 2

It was now merely a few days before the Spring Fling, which marked the beginning of Spring Break. Rarity was worried that the Return to the Past would mean she'd have to do the fitting of all of the dresses again, and while that was the case, Dash made it easier by reminding Rarity of everyone's sizes.

Thank God for photographic memory.

No one was surprised when Cheese Sandwich asked Pinkie Pie to the Spring Fling. It was pretty much assumed by everyone in school that they were dating. WHEN they started dating was anyone's guess. Applejack and Rarity were naturally going together, to the point that they didn't even ask each other. It was just naturally assumed by both of them.

Most of the students figured they'd get married sometime after graduating. That's how in sync they were.

Dash had been weird. She was normally her usual self, but whenever Macintosh would show up she'd get real girly, smiling to him and waving. For his part, while normally he was really stoic and quiet, he'd always smile whenever he saw her. Everyone was jealous of them, as all of a sudden Rainbow Dash had gotten really hot, and Macintosh was already desired.

Oddly, the one couple that everyone was keeping an eye on was the one that there was no word on. Twilight and Fluttershy were rarely even seen in the same room anymore, the latter always looking like she was going to cry.

With all the craze of the dance, Twilight was having a hard time getting everyone together, but she needed to meet up with them to discuss their next move. As such, that Wednesday after class, Twilight called everyone to her room, Luna included, to have a meeting. It was here that Luna told them that she heard from Celestia.

“Oh Eos...” Twilight said somberly.

“She sounded so weak,” Luna said, “I had never heard her sound so afraid.”

“Do we have any idea where she is?” Rarity asked.

“Sorry, but no,” Luna said, “My guess is she was using someone else's phone, and they were standing right there. She wanted to tell me where she was, but couldn't.”

“She just said you had to go to Lyoko,” Twilight said.

“Was that tower infected or something?” Dash asked, “When you deactivated it, it turned black. What happened inside there?”

“Nothing unusual,” Luna said, “Like I said, I activated code: Lyoko like Fluttershy would. I didn't see anything strange on my end.”

Applejack looked at Luna briefly and raised an eyebrow.

“XANA's other Lyoko is probably almost finished,” Twilight reasoned, “And we still don't know where the other three source codes are. We need to change the game. Which is why I originally called all of you here,” Twilight took a deep breath before speaking again, “I think I know who our new member is going to be.”

“Ya do?” Applejack asked, “Great, cause Ah'm stumped.”

“I even considered asking Trixie at one point,” Dash said shuddering. Twilight didn't understand why they didn't like each other. Trixie was actually really nice, to her at least.

“I think we should ask Sunset Shimmer to join us,” Twilight said. Everyone was surprised, but Fluttershy actually frowned looking away.

“Sunset Shimmer?” Applejack asked.

“She's already helped us a bunch of times,” Twilight said, “Pinkie Pie, didn't she save you first?”

“Sh sure did,” Pinkie Pie chirped, “She helped Dashie get me out when Maud was turned into a specter.”

“We never did Return to the Past, so she actually remembers that,” Dash said, “I think that's why she stays so close to us.”

“She saved me once too,” Rarity said, “I would have died if she hadn't come to my aid.”

“She helped me come ta my senses when Rares got taken over by XANA,” Applejack said, “She's kinda nice, an' she's got a good head on her shoulders.”

“Sunset Shimmer is actually a very smart student,” Luna said, “All of her teachers say good things about her, even if her attitude is a bit of an issue.”

“She's a great addition to the team,” Twilight said, “And every time she's ever found out about the factory, she always vows to keep it a secret.”

“Well, I'm for it,” Dash said.

“Me too!” Pinkie Pie said gleefully, “Let's add her to the party.”

“Ah think it's a great idea,” Applejack said.

Dah,” Rarity added with a nod.

“I think its a terrible idea.”

Everyone turned to Fluttershy, who was sitting on Applejack's bed with her arms folded, looking away from everyone with a dark expression.

“Fluttershy?” Twilight asked.

“It's the best option logically,” Luna said, “Sunset is smart, strong willed, honorable, she's already a capable fighter, and has helped us a number of times already.”

“I don't care,” Fluttershy said, “I don't like her, and I think she'd be awful on the team.”

“That's kind of harsh, don't you think?” Dash said, “She can't be any worse than the rest of us.”

“And we literally considered everyone else in the school,” Pinkie Pie added, “We even considered Snips and Snails! Snips! And Snails!

“Ah really think it needs ta be her too,” Applejack said, “Ah mean, she's proved herself so far.”

“Well, I hate her,” Fluttershy said, “I refuse to work with someone like her.”

With that, Fluttershy stood up and stormed out of the room. Everyone looked at one another taken aback, but Twilight stood up and ran after her.

“Fluttershy, wait up!” Twilight called out stopping Fluttershy, “What was that all about?”

“I told you, I don't want to work with Sunset Shimmer,” Fluttershy said turning to Twilight.

“Because you “don't like her”? Fluttershy, what's really going on? Lately you've been-”

What Twilight?” Fluttershy asked, “What have I been like lately?”

“Quite frankly, you've been real unpleasant this past week,” Twilight said with a frown.

“So that's why you prefer spending time with Sunset Shimmer so much then?!” Fluttershy asked harshly, “That's why you want her on the team, right?!”

“What has gotten into you, Fluttershy?!” Twilight asked.

“I saw you and Sunset Shimmer, Twilight!” Fluttershy fussed, “I saw you kiss her!”

Twilight suddenly felt horrible. She had no excuse for what she did, and she even felt really stupid afterward. She was just overcome with emotion, and wanted to thank her somehow. She knew that it was wrong, but she didn't think anyone saw.

“Fluttershy, I know that was wrong,” Twilight said, “She helped us, and she helped Pinkie Pie and Discord help you, and I was just so happy that I-”

“No, I know why you kissed her!” Fluttershy fussed, “You did that because you love her! You don't want to be my girlfriend anymore, right?! That's why you've been so distant! I bet the two of you have so much fun, don't you?!”

“Why I've been so distant?!” Twilight asked, incredulous, “I've been trying to reach out to you for the longest, but every time I do, you push me away! And yes, she and I have fun! It's nice to be able to have someone who actually cares about me, and comforts me!”

“Well I'm sorry I've been grieving for so long, but in case you forgot, my parents are dead! And no, it wasn't ten years ago for me! It feels like I just lost them! All I want is for my girlfriend to be a little sensitive and understand my grief!”

“Well you're not the only one who's going through a lot, Fluttershy! Need I remind you that XANA has it out for me! Not you, not Applejack, not Rarity, Rainbow Dash, or Pinkie Pie! Me! I'm terrified of XANA, and it'd be nice to have someone hold me and let me know that I'm loved, as opposed to always expecting me to be strong for them!”

“If you like being with Sunset Shimmer so much then why don't you go with her to the Spring Fling?!” Fluttershy shouted, “In fact, why don't you just be her girlfriend instead of mine?!”

“You know what?! I just might go with Sunset Shimmer! At least then I might have fun for a change!”

“Go then! Run along to your knight in shining armor! See if I care!”

“I will! I'm sick of this argument anyway! You know, I used to think you were an angel, but lately all I've seen is a selfish bitch!”

“Well I thought you would always be there for me, but clearly all you care about is yourself and your fun!”

“We're through!”

“Fine! Good bye and good riddance!”

Twilight and Fluttershy turned in opposite directions and stormed off. Applejack, Rarity, Dash, Pinkie Pie, and Luna all looked at them walk off. None of them looked happy.

“Oh no...” Pinkie Pie said covering her mouth.

“That was ugly...” Dash said.

Dah,” Rarity said grimly, “That was worse argument than AJ and I months ago.”

“Seriously,” Applejack added, “Ah wonder what that was all about.”

“Both of them are going through a lot,” Luna said, “Twilight's fears, and Fluttershy's grief. They both need comfort, but neither one is in the state of mind to comfort the other.”

“They can't break up!” Pinkie Pie said, “They're the mascot couple! Main character and the love interest!”

“How do you know one of us isn't the main character?” Dash asked.

“Twilight was the one who started this,” Pinkie Pie said, “That makes Fluttershy the main love interest. That's like anime and video game 101.”

“What should we do?” Rarity asked.

“For now, we give them space,” Luna said, “We'll talk to them when we get the chance.”


Sunset was outside the school doing maintenance on her motorcycle, but her mind was elsewhere. She still couldn't get that kiss out of her head. It came out of nowhere, yet… somehow it didn't feel random.

In fact, it sort of corresponded with the last dream she had.

In it, she and Twilight were on what seemed like a date. Then that name came up again, XANA. He did something, and Twilight needed to go somewhere. There was a fire, and Twilight's girlfriend…

“Damn it…!” Sunset said sitting down leaning on her bike, “This doesn't make any sense. Twilight Sparkle… what are these dreams? Why do I feel like you're in danger…?” she looked out and saw Twilight storm out of the dorm building and run into the woods. She looked really upset.

Sunset's bike would have to wait. Twilight needed her.

When she caught up to Twilight, she was sitting in front of a tree hugging her knees crying. Sunset was about to approach her, but an image suddenly flashed in her mind. It was of Twilight in a similar position, only she was in front of a cafe.

Sunset's heart was racing. Twilight needed someone. She needed her.

Sunset reached into her pocket, pulling out a tissue, and walked over to Twilight, kneeling in front of her and holding the tissue out to Twilight.

“Hey, this isn't right,” Sunset Shimmer said catching the crying teens attention, “You have such a pretty smile.”

“Sunset...” Twilight said softly, looking at Sunset desperately.

“What happened?” Sunset asked, “I'm not used to seeing you so-” Sunset was shocked as Twilight fell into her arms, “T-Twilight…?”

“You came… You actually came… for me...” Twilight sobbed. Sunset Shimmer smiled and held Twilight.

“I'll always come for you, Twilight. You don't even have to call out to me,” Sunset said. Twilight looked deeply into Sunset's eyes, and then slowly closed the distance, kissing Sunset Shimmer deeply. Sunset was surprised, and didn't immediately return the gesture. As such, she just looked at Twilight dumbfounded when they parted.

“What's wrong?” Twilight asked softly.

“It's just… I'm not used to this. Normally when I advance, you pull away because of-”

“I need this right now,” Twilight said, “Please Sunset Shimmer, do this for me. Don't ask questions, and don't tell anyone. Just… love me. Please.”

This felt wrong. Yes, Sunset Shimmer wanted Twilight, but this wasn't how she wanted to get her. She had a feeling that something happened between her and Fluttershy.

Still, rebound was better than nothing. As such, she pulled Twilight in and gave her what she wanted, kissing her softly yet passionately, letting their tongues meet for the first time. All the while, Twilight didn't stop crying.


As for Fluttershy, she decided instead of going back to her dorm room to instead go to the factory. She had heard that something weird had happened on Lyoko when Luna tried deactivating the tower. Even weirder was that XANA hadn't attacked since then. Fluttershy was worried that XANA might have finished making his own Lyoko, which meant they had to find it and FAST.

It wasn't like she could count on Twilight anymore to do this…

As Fluttershy worked, the elevator clicked on. Fluttershy was worried that Twilight was coming, but when it opened she saw Rarity step out instead.

“There you are,” Rarity said, “I was looking for you.”

“H-hi Rarity...” Fluttershy said looking away somberly.

“Luna said we should give you space, but I couldn't leave you alone too long,” Rarity said walking over to Fluttershy.

“So… you heard Twilight and I…?” Fluttershy asked.

“I'm pretty sure entire school heard you,” Rarity said, “But, that's not why I'm here. Actually, I was curious about real reason you don't want Sunset Shimmer on team.”

Fluttershy closed her eyes taking a deep breath, “It doesn't matter now. Sunset already won.”

“She won?” Rarity asked with a raised eyebrow.

“Twilight is with her now. Sunset Shimmer wanted to steal her from me, and she did,” Fluttershy said, “I was stupid to think Twilight would actually stay with me.”

“Fluttershy, you remember when AJ and I had bad argument? Day when we found Sector 5?” Rarity asked.

“I remember,” Fluttershy said, “But that was different. You two hadn't talked about your relationship.”

Nyet,” Rarity shook her head, “It's same. You and Twilight don't communicate.”

“I communicate!” Fluttershy fussed, “It's Twilight who doesn't listen! She's more concerned with having fun!”

“Fluttershy, that's not true at all,” Rarity said, “Twilight is more dedicated to fighting XANA than any of us. Besides, whenever I see you two “communicating” I see two of you kissing, and you pushing her away whenever she wants to talk.”

Fluttershy wanted to go against that so badly, but she couldn't. She had pushed Twilight away a lot.

“Also, I understand Twilight needed break from XANA fight,” Rarity said, “Did you know she has nightmares about XANA?”

“N-no,” Fluttershy said, “She never told me that.”

“Only one she did tell was Dash,” Rarity said, “Applejack saw her crying in her sleep one night, and rest of us saw how tense she was getting. Actually, I think only one who didn't know how scared of XANA she was...”

“Was me...” All of a sudden Fluttershy felt horrible. She didn't know that Twilight's fear of XANA was so crippling.

“Relationship is more than just kissing and having fun,” Rarity explained, “True relationship is sharing fears and being open with one another. Supporting and caring, often putting one's self second to other.”

“Does Twilight… like Sunset Shimmer because she makes her feel safe?” Fluttershy asked.

Dah, I'd say so,” Rarity said, “Something that if I recall, you used to do.”

“But, I can't stop thinking about my father,” Fluttershy admitted, “I can't be there for her right now...”

Rarity pursed her lips, “Can't… or won't?”

That hit a mark. Fluttershy slowly turned to Rarity, “I...”

“Either way, if you're not going to be there for Twilight, then you can't be upset if someone else steps in to look out for her,” Rarity said walking back to the elevator, “I'll see you at school tomorrow, Fluttershy.”

As Rarity left, Fluttershy thought back to what Rarity said. Was she actually being selfish? Yes, she was grieving really hard, but was that an excuse for how she was acting? Twilight was really afraid of XANA, and she had promised to protect her.

So when did the roles reverse themselves so badly?


When Twilight left Sunset Shimmer, she was in somewhat better spirits. Still, she was still really upset. That was only the second argument she and Fluttershy ever had, and their first since becoming an official couple. She wanted to believe that her angel was still there, but lately Fluttershy hadn't been acting very angelic.

Was this what she was really like? Did her angel even exist at all?

When she walked into her room she expected Applejack to be asleep. Instead, she saw Applejack sitting in the chair with her arms folded.

“Howdy Twilight,” Applejack said seriously, “Comin in a little late, ain't ya?”

“What's it matter to you?” Twilight asked, “You come in past curfew all the time.”

“Yeah, but Ah ain't a good kid, Twilight. Breakin curfew is what Ah do,” Applejack said getting up and walking over to Twilight, “You'd only come in this late if ya were with Fluttershy, an' after the scuffle from earlier Ah doubt you'd be spendin too much time with her. Let me guess, Sunset Shimmer?”

“Who I spend time with is my business!” Twilight fussed, “Not Fluttershy's, and not yours!”

“Twilight, Ah'm yer best friend, an' Ah'm worried 'bout ya. Yer actin outta control.”

“Oh?” Twilight asked pushing past Applejack and sitting in front of her computer.

“What's yer obsession with Sunset Shimmer anyway?” Applejack asked, “Mind ya, Ah meant what Ah said 'bout her bein a great addition ta the team, but Ah can tell there's more to it than that with you. So spill it.”

Goddamn it. If there was one thing Applejack was good at, it was identifying bullshit. For as bad as she was, she never lied, ever. She'd pull a prank, cut class, pretty much anything she could to upset Vice-Principal Luna, but she was extremely honest.

You could always count on her to tell you when you were being a bitch.

“Applejack, I don't know who Fluttershy is anymore,” Twilight admitted.

“Ah'll admit, she hasn't been herself lately,” Applejack said.

“That's just it,” Twilight said, “I… think this is who she really is. She's been getting more of her old memories back, and with it her true personality. I always thought she was an angel, but now...”

“Now yer seein that she ain't perfect,” Applejack finished for Twilight, “She's a sweetheart, but she's still a human being.”

“I guess… I sort of lost sight of that,” Twilight said with a sigh, “When I first met her, she was so bright and angelic. She always asked if I was well, she made me feel safe, even before she could fight, she was my guardian in a sense.”

“Protectin ya from XANA, right?” Twilight looked at Applejack in shock, “Don't worry, Dash didn't tell. She didn't have to. Ah'm yer roommate. How many times do ya think you can have a nightmare an' Ah not notice?”

That was fair. Twilight sighed and turned to Applejack completely.

“That's why I feel so safe around Sunset Shimmer. Every time we're together she makes me feel safe. She's risked her life for us so many times, and she doesn't even know what's going on. I can think of at least two times that I would have died if not for Sunset Shimmer. And I know she's not perfect. She told me to my face that she wanted me to leave Fluttershy and date her.”

“Yet ya still trust her?” Applejack asked.

“I do. During the last attack, she protected Fluttershy, even though she's her rival. She's a good person, Applejack, and I really want her on the team.”

Applejack sighed, “Well, like Ah said, she'd be a great fit. The problem is Fluttershy. She's uncomfortable around Sunset Shimmer, an' understandably so. As much as we all want her on the team, we can't do anythin ta make Fluttershy uncomfortable. What is it yer always sayin? Fluttershy comes first?”

Twilight did say that. Hell, that might as well be her catchphrase alone with saying “no” a bunch of times with having a freakout. Her heart was sinking, as she knew that she couldn't be selfish. As much as she wanted it, she couldn't bring Sunset Shimmer onto the team. Not if Fluttershy didn't like it.

Sensing how upset Twilight was, Applejack wrapped her arms around her right before she started crying, “Ah know how frustratin it is.”

“I thought we could get a one up on XANA this time,” Twilight sobbed, “He wouldn't be expecting a seventh Lyoko Warrior.”

“No, he wouldn't,” Applejack said, “But technically we have a seventh now. Luna. Sure, she can't join us all the time, but she is a front line fighter, an' a strong fighter at that. Once Spring Break starts, she'll be able ta be more active on Lyoko.”

“What about after Spring Break?” Twilight asked, “That's just two weeks, Applejack.”

“Then we'll continue searchin for someone else ta join us full time,” Applejack said, “Hell, by then we might find Celestia or another Architect. Pinkie Pie's plannin on talkin ta Discord, an' if we can find that last Architect we'll be set. We can do this, Twilight. It ain't gonna be easy, but we can beat XANA.”

Twilight nodded smiling slightly, “Right. Thanks Applejack,” she said leaning into her friend's embrace again. She was disappointed that Sunset Shimmer wasn't going to be joining them, but at least she felt a little better about where they were.

If they took advantage of all of their resources, they might actually win this.


As Luna lay on her bed, her thoughts were going to strange places. She was beginning to remember everything. How they made the super computer, why they made it, who else was involved, and how Celestia…

Luna sat up in her bed and held her head in frustration, growling in anger. Before long, she turned to her pillow and began punching and throwing it around angrily, screaming the entire time. She then buried her face in her pillow and screamed at the top of her lungs.

She couldn't remember the last time she was so angry. Not even Applejack made her this angry. That was just playful banter between them. This was rage.

As time went on, she felt her thoughts change completely. It was as if something else was now thinking for her. She could feel her master returning to her, becoming one with her again. No… he had never left her side. She just lost touch with him.

Luna got up and walked over to the mirror looking at her reflection. She was asleep for a long time, but now she was wide awake. She remembered what she sought to do, and what her mission was. She wasn't just a measly Vice-Principal at a school.

She was…


The next day, Pinkie Pie got up extra early so she could head to the storage shed behind the school. Discord was hard to find at times, as he was always somewhere in the school, so the best time to reach him was early in the morning.

When she got there, he was just stepping out of the shed straightening his uniform. He must have just gotten there. Pinkie Pie took a deep breath and walked out to greet him.

“Um… Discord?” Pinkie Pie asked, catching the older man's attention.

“Hello Pinkie Pie,” Discord said smiling, “What can I do for you?”

“I know this is an odd time, but I need to ask you. Do you remember this shed… being on fire?”

Discord's smile vanished, and he sighed rubbing the back of his head, “I was wondering when we'd be having this conversation.”

“So it's true,” Pinkie Pie said, “You're one of the Architects of Lyoko.”

“That's right Pinkie Pie,” Discord said sadly, “My codename was Chaos. I'm the Architect of the Forest Sector.”

“Do you know where Principal Celestia is?” Pinkie Pie asked, “She was captured by XANA, and-”

“I have an idea, but getting there isn't going to be easy,” Discord said, “That place isn't someplace one usually escapes from. You girls plan on destroying XANA once and for all, right?”

Pinkie Pie nodded, “We're searching for the source codes for Lyoko. We know Fluttershy has Kindness, and now Rarity had Generosity.”

“That just leaves Loyalty, Laughter, and Honesty,” Discord said, more to himself, “Funny how you girls are following in our footsteps.”

Discord sat down and pulled out a picture from his jacket. Pinkie Pie sat down next to him and looked at it. It was a picture of a younger Discord and four other people in the super computer room. Pinkie Pie recognized three of them as Celestia, Luna, and Sombra. The fourth was someone Pinkie Pie had never seen before. She was a woman with long green hair, and the sexiest figure Pinkie Pie had ever seen. It was only emphasized more by the revealing black dress she was wearing. She wore red lipstick, and seemed to be really close to Celestia and Luna as they both had their arms around her.

“Is this Proteus?” Pinkie Pie asked pointing to the woman.

“Yep, her name's Chrysalis,” Discord said, “At least, that's the name she used to use.”

“What do you mean?” Pinkie Pie asked.

“After the incident, she went into the witness protection program,” Discord explained, “Even before then she was a master of disguise. She could literally be anyone, and you wouldn't know it was her. I don't know her current identity, but she has a special phone that only I know the number to. If I need her, I can send a text on that number and she'll drop everything to help.”

“You guys look like us,” Pinkie Pie said sadly, “I mean, before things got so bad.”

“The five of us were the best of friends,” Discord said, “We swore to always look out for each other. I'm sure you and your friends are the same.”

“We do look out for each other,” Pinkie Pie hugged her knees, “But lately there's been a lot of fighting among the team. Just the other day Twilight and Fluttershy had a big argument.”

“Well, if you're worried about them, you'll just have to save everyone,” Discord said.

“What can I do though?” Pinkie Pie asked somberly, “I'm not strong like they are. I couldn't even save Fluttershy...”

“You don't have to be the strongest fighter,” Discord said, “You just have to have the biggest heart. Do you know why one of the virtues we chose was Laughter?”

Pinkie Pie shook her head, “I did think that was weird. I can understand kindness, generosity, honesty, and loyalty, but is laughter really that important?”

“You bet it is,” Discord said as if it were obvious, “Especially when times get rough. Laughter is important because it makes every feel good, no matter how bad they feel at the time. You can help your friends by making them smile. Don't you do that anyway?”

“I do,” Pinkie Pie said, “I just wasn't sure if it was the best time. Everyone is so serious right now.”

“Then this is the perfect time,” Discord said putting an arm around Pinkie Pie, “Everyone lost their smiles, so you have to get them back.”

Pinkie Pie thought about what Discord was saying. She felt like she and Discord had a lot in common, like maybe he did for his team what she sort of did for hers. As such, maybe he understood exactly what she felt. No, she wasn't the smartest, nor the strongest. She didn't have any special talents like a photographic memory, she wasn't really mature, nor could she deactivate towers. But she did have something she could do.

She could make her friends smile.

“Thanks Discord,” Pinkie Pie said hugging Discord, “When I've gotten everyone back together, could you help us save Celestia?”

“You don't even have to ask,” Discord said, “Tia's one of my very special friends after all. I'll do everything I can to help.”

“Great!” Pinkie Pie sat up and ran off a bit, turning to Discord, “See you later Chaos!”

With that Pinkie Pie skipped off, now renewed. Discord passed on his job to her. She had to protect everyone's smiles.

She'd do that with her own smile.


She couldn't shake it. Something about Twilight was off yesterday. She and her group of friends hadn't been right for a couple of days now. Recently even the Vice-Principal had begun acting weird, spending more time away from her office. There was a rumor among the student body that Vice-Principal Luna was actually good friends with Twilight and her friends.

Sitting in front of her computer, Sunset Shimmer decided she needed to get to the bottom of this.

She didn't share her room with anyone, and she never invited anyone inside, not even Twilight. The reason being that they wouldn't know what to make of it, and she didn't feel like answering a bunch of odd questions. Her room wasn't what you'd expect from a leather jacket wearing, motorcycle riding bad girl. It was more like the room of a professional computer hacker.

Funny, wouldn't you say?

Her room was full of random papers filled with equations and measurements that only she would understand scattered across the floor. Her trash bin was full of empty cans of Monster energy drinks, and on her desk was probably the most impressive computer anyone had ever seen. It ran on Linux, which she was proud to say she stole from a government computer.

Sometimes she loved being herself.

She was hoping that she'd be able to just relax and live a normal life here in Canterlot, but recent events had proven otherwise. Her dreams persisted, but now she wasn't sure they were dreams. She saw Twilight and her friends always moving around like they were being watched by someone, and that kiss along with the rumored argument that Twilight had with Fluttershy. According to students, the name XANA came up in their fight.

XANA… that was the name of the person in her dreams. The person that wanted to kill Twilight.

The first thing she did was check the backgrounds of Twilight and her friends. None of them seemed out of the ordinary. They were just ordinary students. Rainbow Dash came from a military family, Rarity had moved to America from Russia when she was six years old, Pinkie Pie apparently had an Amish background (that surprised Sunset), Applejack's family were the original settlers of the town, and Twilight was recorded to have an IQ of 185.

Interesting. Sunset Shimmer was actually smarter than her…

It wasn't until she got to Fluttershy that things got weird. Her identity didn't seem too off to the regular person, but Sunset saw a number of inconsistencies. She checked her full name in the system, Fluttershy Sandora, and only one match came up. It was of someone who had vanished from the system ten years ago, and her birthday was 1990.

Hold on, Sunset thought, that doesn't make any sense. If her birthday was in 1990, she wouldn't be a teenager now. She'd be a full grown adult!

Further looking into these records, Sunset noticed that Fluttershy's father was a man named Sombra Sandora, who had vanished without a trace only a week before Fluttershy vanished.

Where did I hear about people disappearing without a trace…?

Right, Sunset thought. There was a report about an entire military base who's members went missing at the same time without an explanation. It happened on the day that Sunset had enrolled in Canterlot Academy.

Deciding to check on that, Sunset Shimmer looked deeper into the incident of the disappearing military officers. Normally it was impossible to get military information, but when you were a hacker of Sunset's caliber things got easier.

“One of the soldiers wrote in their journal the name “XANA” over and over...” Sunset read aloud from her computer, “XANA… that's the same name that keeps coming up in my dreams… Hold on!” she ran over to her bed and pulled her dream journal from under her pillow. She began checking the dreams she wrote down, and noticed that certain words seemed consistent.

Lyoko…

Factory…

XANA…

“What does all of this mean?” Sunset asked, “Is Twilight actually in danger?”

She needed to get to the bottom of all of this, and to do so she needed to take a chance on her dreams. She remembered in the last dream she went to the abandoned factory with Twilight, and found a secret room. If that room was actually there, then she'd know for sure that she wasn't dreaming.

She knew everything the teachers were discussing anyway. She could skip class today.


Sunset Shimmer rode her motorcycle to the abandoned factory, stopping right in front of the bridge. It looked like it did in her dreams. Old, and in disuse. She had never been in here before as far as she knew, but if she was right, she'd know what to expect inside.

She walked to the building, where she saw ropes hanging in front of the broken ledge. She remembered in the dream that she and Twilight swung down to the freight elevator. She stepped back, got a running start, and swung down to the elevator.

This thing looked really old. It shouldn't still work. But if her dreams were real, then…

She stepped into the elevator and pushed the down button. Instantly, the elevator came alive, closing and taking her to the lower levels. Sunset was freaking out. Where was this elevator taking her? Why did it even still work?!

When it opened up a minute later, she was shocked. The room was not what you'd expect inside a factory. It looked brand new, and had a scary looking computer set up in the center of the room.

It was just like her dreams…

“The computer was real...” Sunset said, “So was the room in the factory… Does that mean… XANA is…?”

She walked over to the computer and sat down in the seat in front of the keyboard. Surprisingly it was still on, as if someone just left it on for the entire day. It was complicated, but given enough time and she'd be able to figure it out. That would come later though.

Sunset Shimmer fiddled around with it a bit, careful to not ruin or start up anything. She found Twilight's video journal eventually. This was an invasion of privacy, and Sunset felt bad about it, but she needed to understand Twilight.

“Today marks the beginning of our fight against XANA,” Twilight said on the computer, “I'm going to be keeping a journal of our fight from here on out, so in case anything happens to us, whoever finds this journal will know where we left off.”

“What in the world…?” Sunset Shimmer asked, pulling up a later entry.

“XANA infected one of our own today. He took advantage of Rarity's Chronic Anxiety and forced her into a constant state of panic. This makes me wonder what else XANA is capable of...”

“Today, we managed to materialize Fluttershy!” Twilight seemed elated in this one, “We can finally shut down the super computer once and for all. We decided to wait until the morning though. Oh, and my Vice-Principal decided to help us. She knows everything now, and as we didn't use Return to the Past, her memories are intact. It's a risk, but I trust her. She's like an aunt to me.”

“Return to the Past…?” Sunset asked, “What in the world is that…? And what did Twilight mean by materializing Fluttershy?”

She decided to check the entry right after that one, and saw a very different Twilight. This time she looked grave, and serious.

“XANA had us fooled. He knew that we wouldn't be able to completely disconnect Fluttershy from the computer. He has a few of her memory files trapped on Lyoko, and until we gain them, shutting down the computer will kill Fluttershy. That's… not the only thing that has me so shaken up though…

“I spoke to XANA again… This time though… he said that he… wants to kill me. He came dangerously close to doing so too. I'm terrified right now, but if we can't just give up. We'll figure out how to destroy XANA once and for all.”

She found another file further down dated the same day as Sunset Shimmer's enrollment. When she opened it, she saw Twilight really shaken up.

“A lot happened today,” Twilight began somberly, “First off, XANA took over a military satellite with a laser. He used that… to try to kill me. If it wasn't for that new student, Sunset Shimmer, I don't know what I'd do. She took me on her motorcycle and kept me safe. It's too bad that we had to use Return to the Past, because I want to thank her for saving me.

“But that's not all. XANA finished uploading that odd data into Rarity. I don't know what it was, but apparently Rarity attacked everyone on Lyoko today. Even now there's something… off about her. She doesn't seem genuine. Normally I feel really safe around her, but right now…”

Next entry.

“So I now know a lot more. XANA has corrupted Rarity, and turned her into his personal soldier. This is different than being possessed and turned into a specter. Rarity is still herself, and still in control of herself, but her mind has been tampered with.

“I finally met Eos today though. She gave me a program that can purify Rarity if it devirtualizes her. I was surprised though. Eos was my Principal! To think, that the principal, who's practically raised me, was actually one of the five creators of Lyoko! I feel better knowing who she was, but I'm even more afraid now.

“XANA took one of our own. He captured one of my dear friends and turned them against me. I'm not safe anywhere,” Twilight broke down, “I don't know what to do! I hope we can put a stop to XANA soon. Otherwise, I...”

Next entry.

“He did it. XANA escaped into the network. Even worse, he still has Rarity with him. He can attack me anywhere he wants now. I can't even step outside without seeing XANA somewhere. He's completely untraceable, and with him being free he's unpredictable. I… I don't know how much more of this I can take...”

As Sunset read through all of the entries, she began to remember some of her dreams. According to Twilight, she had helped them a number of times, and each time her memory had to be erased via something called “Return to the Past”.

After she was done, Sunset sat back in the chair dumbfounded. There was an entire half of her life she didn't even remember, almost a full months worth of events that were forgotten. In fact, according to these journal entries, Twilight and her friends had been fighting this “XANA” for over a year now.

“It was real,” Sunset said, “It was all real...”

She didn't know how she felt. Betrayed, no. She understood why Twilight hadn't told her. Worried was more like it. She knew now that Twilight was in some sort of danger. She wanted to help her. She had to help her.

Sunset got up and took the elevator back up. She'd confront Twilight and her friends about all of this soon, but she'd wait until after the Spring Fling, or if another of these events came up. She was determined now. She had to help them.

Based on the entries, she was practically a member of the team already.


In the Principal's office, Vice-Principal Luna sat in her desk thinking about her next move. Should she wait? No, the sooner she did this the better. These girls didn't waste time, and they were vigilant. If she didn't strike now...

“Twilight Sparkle, could you come to the principal's office?” Luna said on the loud speaker.


At the time, Twilight was in her Math Class, which she shared with Rarity. Both of them looked up when they heard that, and Rarity turned to Twilight's seat behind her.

“I wonder what's going on,” Rarity said.

“This is weird,” Twilight said, “Luna never calls me in the middle of class. Must be XANA.”

“I go too?” Rarity asked.

“If I need you, I'll send you a text,” Twilight said. Rarity nodded slowly as Twilight got up and left the classroom.

As she walked, she passed the Science Class, where she saw Fluttershy taking notes. She briefly looked out the door at Twilight, and despite everything going on between them she did look concerned. Twilight mouthed out “I'll be okay” and then continued onward. Sadly they hadn't gotten a chance to talk since their argument., but it was nice to know that Fluttershy still cared.

When she got to the Principal's Office, she knocked on the door.

“Come in, Twilight Sparkle,” Luna said, her tone sounding cold for some reason. Also, Luna never used Twilight's full name.

She slowly opened the door and walked inside, surprised by how dark the room was. Luna had closed the blinds. She was standing by the window peaking through the blinds.

“L-Luna…?” Twilight asked, “You… wanted to see me?”

“Yes Twilight Sparkle, please come in. Close the door behind you.”

She sounded so wrong. Twilight couldn't put her finger on it, but there was something about the way she was talking. It didn't sound like Luna. At least, not the Luna Twilight knew.

Still, she did as was requested and walked into the room and closed the door.

“Um… are you okay Luna?” Twilight asked, “You seem upset.”

“There's something we need to check out on Lyoko,” Luna said, “It's about that tower in the Ice Sector.”

“Do you know what happened there?” Twilight asked.

“We need to investigate it, immediately,” Luna stated.

“O-okay. Let me just a hold of the others and we can-”

“No Twilight Sparkle,” Luna said, “This is just the two of us. We're all that's needed.”

“Luna, you know that's not a good idea,” Twilight said, “Someone needs to be outside monitoring the super computer, and you shouldn't go in alone.”

“It will be fine,” Luna pressed, sounding a little irritated now, “You and I will be enough.”

“Luna, why do you want to go to Lyoko so badly?” Twilight asked walking over to Luna, “School hasn't let out yet, and normally...” it hit Twilight immediately what might be going on, and her heart began racing, “No…” Twilight said shaking her head, “Please no… no no no no no…”

“Twilight Sparkle, what's wrong?” Luna asked turning to look at Twilight, “You sound upset.”

She saw it briefly flashing in her eyes, almost as if she were making sure Twilight saw it. A red XANA symbol appearing in her irises. That meant something special. It meant that the person wasn't being controlled by one of XANA's monsters. It meant something much worse.

It meant they were controlled by XANA himself.

“Luna… don't tell me...” Twilight begged backing away from her, “You're not...”

“What do you think, Twilight Sparkle?” Luna asked now walking toward Twilight, backing her against a wall. She grabbed her neck and lifted her up strangling her, glaring at her with familiar hatred.

“Please… stop this…!” Twilight begged, tears falling from her eyes, “This… isn't you…!”

“Shut up!” Luna seethed, “You look so much like her it's sickening! The idea that you're essentially her protégé only makes this sweeter!”

“No…!” Twilight cried, unable to believe that the woman she looked up to was doing this, “We… trusted you…!”

“That, Twilight, was your biggest mistake!” Luna said, pure hatred oozing from her words, “You're so naive, just like Celestia. Now, you're going to join her!”

This proved it. The Vice-Principal was gone, replaced by an entity that wanted nothing more than to see her suffer.

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


Sunset Shimmer rode back to the school, careful to enter in the back way. She didn't want to risk faculty catching her cutting class essentially. As she was sneaking back to the dorms, she saw Vice-Principal Luna stepping outside to her car, carrying someone over her shoulder.

It was Twilight!

“What the hell…?” Sunset asked watching the scene unfold. She saw Luna open the trunk of the car, drop Twilight inside, and then shut it before running to the front of the car and driving off. Based on the journals she read from the computer, Luna had been corrupted by XANA ten years ago, just like what happened to Rarity. Was this the corruption?

Either way, Twilight was in danger!

Sunset wanted to rush after her, but there wasn't much she could do alone. She didn't know how to operate the computer, so she couldn't go after them if they decided to go to that “Lyoko” place.

But she did know who did know how to operate it.

She ran into the school building to find one of Twilight's friends. She looked in all the classrooms until she found the Science lab, where she saw a really tense looking Fluttershy. Not wasting any time, Sunset opened the door.

“Excuse me!” Sunset said, catching the teacher's attention.

“Um, yes Sunset Shimmer? Is something wrong?” the science teacher asked.

“I need to borrow Fluttershy! It's like, really important!” Sunset said, surprising everyone in the classroom. Fluttershy looked at Sunset intently before standing up.

“Mr. Time Turner, it's fine,” Fluttershy said, “I already finished the assignment. Can I be excused?”

“S-sure...” Mr. Time Turner said, clearly confused. Fluttershy bowed to the teacher and followed Sunset Shimmer outside.

“What do you want?” Fluttershy asked somewhat harshly.

“That thing, XANA, I think it just took Twilight!” Sunset said. Fluttershy's expression could only be described by the phrase “what the fuck?!”

“Wait, hold on, how do you know that name?! Did Twilight and the others-”

“How I found out isn't important!” Sunset fussed, “What is important is-” Sunset stopped herself, grabbed Fluttershy's arm and lead her to an empty hallway, “What I saw was Vice-Principal Luna throwing Twilight into the trunk of her car and driving off!”

“Y-you're serious…?” Fluttershy asked, as if trying to sense if she were lying, or hoping that she was lying.

“Believe me, I wouldn't lie about something like this! The only reason I'm not going after her myself is because I wouldn't even know what to do! You guys protect her though, so I figured-”

“Okay, okay,” Fluttershy cut her off, “Let me get the others. I'll text them, and tell them to meet us at the statue.”


Applejack, Rainbow Dash, Pinkie Pie, and Rarity ran outside immediately to meet Fluttershy and Sunset, the latter pacing back and forth.

“So, what's this about an emergency?” Dash asked.

“Yeah, and where's Twilight?” Applejack asked.

“According to… Sunset Shimmer, she was captured by Luna,” Fluttershy said, somewhat reluctantly.

“WHAT?!” Pinkie Pie asked.

“I saw the Vice-Principal carrying her off,” Sunset said, “It looked like she was planning on taking her to the factory. She was corrupted once, right?”

“Corrupted?” Applejack asked, “How do you know 'bout all that?”

“I… sort of found your secret base,” Sunset said, “The one underneath the factory.”

“How?!” Rarity asked.

“That's not important now!” Sunset said, “What is important is that the Vice-Principal was acting weird, and if we don't hurry up then Twilight could be in danger!”

“This doesn't make any sense!” Dash said, “Why would Luna take Twilight?”

“Unless it wasn't Luna,” Rarity said, “Remember tower?”

“No...” Dash said, “You don't think that's…?”

“What?! What's going on?!” Sunset asked.

“Somethin real serious if our theory is right,” Applejack said, “Thanks Sunset. We need ta get movin!”

“Not without me!” Sunset Shimmer said.

“Why do you want to come with us?” Fluttershy asked, “You don't have anything to do with us. We're probably just going to use Return to the Past afterward to erase everything.”

“Twilight is in trouble, so that's all the reason right there for me to be involved,” Sunset said adamantly, “And even if you use that time travel thingy on me, I'm sure now that I'll just go back to the factory and relearn all of this. That thing doesn't work on me.”

Fluttershy folded her arms and narrowed her eyes at Sunset, who returned the gesture.

“Look, if she wants ta help then fine,” Applejack said, “We're gonna take another pathway to the factory. It's a short cut we use. Take yer motorcycle and meet us there, alright?”

“Don't go in without me!” Sunset said running to her motorcycle. Everyone ran to the secret passage, but Fluttershy stomped her foot in frustration before running after them.

As they all grabbed their vehicles and rode to the factory, Sunset got on her bike and drove off at high speed. When she got to the factory, she saw the others stepping out of a manhole right in front of the factory.

“That's Luna's car!” Rarity cried pointing to the blue car parked next to Sunset's motorcycle.

“I told you,” Sunset Shimmer said running up to them, “We have to go now!”

“Then follow our lead!” Applejack said. The six of them all ran into the factory, taking turns swinging down to the elevator in teams of three. Once all of them were inside the elevator, Applejack pushed the button and they went to the computer room.

Inside was deserted, but it looked like the transfer procedure was previously used. Fluttershy ran to the computer and sat down, checking something.

“I see Twilight!” Fluttershy said.

“Where is she?” Dash asked.

“She's in the Ice Sector,” Fluttershy said, “But something is off. The entire sector is corrupted.”

“Is Luna with her?” Applejack asked Fluttershy.

“I see someone with Twilight,” Fluttershy said, “But they don't read as Luna at all. The signal is one of XANA's monsters, and they have four hundred hit points.”

Four hundred?!” Pinkie Pie cried, “Shoot, we're hitting the wake up call boss! I knew I should have spent more time grinding!”

Sunset looked at Pinkie Pie wide eyed. She was dead serious, wasn't she?

“We need to go in,” Rarity said, “All of us.”

“Sunset stays out here,” Fluttershy said, “We're not scanning her into the super computer.”

“That's fine,” Sunset said, “You guys need someone out here, right? Just tell me what you need and I'll do it.”

Fluttershy sighed internally and motioned for Sunset to come to the screen, “Red arrows are enemies, yellow arrows are allies, but I'll appear as a green arrow.”

“Because you're the security program of Lyoko, right?” Sunset asked.

“S-something like that, yes,” Fluttershy said, “Each of us will have a hit point meter starting at one hundred, but only you can see it. If any of us loses our hit points, we'll be returned here, but we won't be able to log back in for twelve hours. Are you following me so far?”

“Not too complicated,” Sunset Shimmer said, “So basically I'm the game master.”

“Essentially,” Fluttershy said, “Your job is to tell us if anything is coming our way, and to keep us updated on our life points. Just tell us if we're getting low, okay?” Sunset nodded, “Everyone, go to the scanners. I'll transfer all of you first, then use a stalled transfer for myself.”

Everyone nodded and ran to the elevator, but Pinkie Pie gave Sunset a thumbs up before it closed. Once they saw that everyone was downstairs, Fluttershy got to work.

“Transfer Applejack!” Fluttershy said, closing the scanner as Applejack stepped inside.

“Transfer Rarity!” Fluttershy said as Rarity stepped into her scanner, causing it to close behind her.

“Transfer Rainbow Dash!” Fluttershy said, Dash stepping in with a smirk despite the situation.

“Transfer Pinkie Pie!” Fluttershy said as Pinkie Pie skipped into her scanner.

On the screen, Sunset saw Applejack's sheriff avatar being rendered, “Scanner Applejack!”

Next up, she saw Rarity's knight avatar render itself, “Scanner Rarity!”

Thirdly, Sunset saw Dash's ninja avatar render, “Scanner Rainbow Dash!”

Finally, Sunset saw Pinkie Pie neko avatar render, “Scanner Pinkie Pie!”

“Virtualization!” Fluttershy said, pressing the enter key. On the computer screen, Sunset saw all four avatars spin around quickly as progress bars quickly filled in front of them, and they vanished with “CLEAR” appearing in front of all of them. Fluttershy then got to work on another program, like she was setting up all of that stuff ahead of time.

“So… those avatars that came up,” Sunset said, “Is that what they look like in Lyoko?”

“Yes,” Fluttershy explained, “Our forms are based on our psyches. Okay, I'm done here. You take the wheel.”

“This actually doesn't look to complicated,” Sunset Shimmer said, “After seeing you do it, I might be able to transfer you in manually.”

“Well, don't press your luck,” Fluttershy said, “You don't know exactly how it works, and we still haven't come to a unanimous decision.”

“Unanimous decision? Of what?” Sunset asked. Instead of answering her, Fluttershy just called the elevator and took it to the scanner room. Once she was inside the scanner, it closed and got to work. Sunset watched the screen intently as Fluttershy's princess avatar rendered on the screen, and then automatically sent itself to wherever the others went, probably now controlled by the girl in question.

She was a princess, huh? If their forms were all based on their minds, what was it about Fluttershy that turned her into a princess?


Fluttershy rendered into the Ice Sector and dropped down, surprised and horrified by what she was seeing. The entire Ice Sector looked wrong. The ground was broken up in certain parts, replaced by green numbers, and the sky looked apocalyptic red. It was like the sector was being eaten away.

“This is terrible...” Fluttershy said.

“I know this is just a virtual world and all, but this is still messed up,” Dash said.

“Ah wonder...” Applejack said walking forward and looking around, “Is this what that tower did?”

“Guys, can you hear me?” Sunset asked from the real world.

“Yeah, loud and clear,” Applejack said.

“I don't know exactly what I'm seeing, but it looks like the area your in is losing data bit by bit,” Sunset explained.

“Losing data?” Rarity asked.


“Yeah,” Sunset said looking at the screen, where she pulled up information on the sector and saw a large number dropping every second, “My guess is that if you're in a virtual world, that means that the environment is defragmenting.”

“You mean it's breaking apart, right?” Dash asked.

“NOOO!!!” Pinkie Pie screamed, “XANA corrupted the game! What if we lose our data and have to start the WHOLE GAME OVER?!”

Sunset pinched the bridge of her nose. She didn't know if Pinkie Pie was trying to joke or if she was dead serious.

“We have to find Twilight for now,” Fluttershy said, “She'll figure out what to do about this.”

“Twilight and Luna are ten virtual kilometers from your location,” Sunset said, “Careful, cause I think I'm seeing some of those monsters coming your way at ten o'clock.”


Pinkie Pie looked and saw three monsters that shouldn't have been in the ice sector flying toward them. Mantas.

“Hey, aren't they supposed to be in Sector 5?” Pinkie Pie asked right before the mantas started firing at them.

“If they're here, then we're in trouble!” Applejack said, “Rares, you an' Fluttershy fight these the best, so cover us while we move on ahead!”

Dah!” Rarity said nodding.

“We'll catch up when we're done!” Fluttershy added. She and Rarity ran to the edge and launched their attacks at the mantas as Applejack, Pinkie Pie, and Rainbow Dash ran on ahead.

“More monsters coming up from a corner!” Sunset said suddenly, “They're ground based, but one of them has really high HP!”

“That's probably a megatank!” Applejack said turning to Dash, “Yer up Dash!”

Dash nodded smirking and then charged ahead with her Super Sprint. Sure enough, the monster was a megatank, accompanied by two tarantulas. Rainbow Dash jumped up and kicked the megatank rolling it back and then got in a fighting stance.

Rainbow Dash VS Megatank

The megatank opened and charged up, but Dash ran to the side just in time before its blast could hit her. She did a hand sign creating two clones, and all three of them charged toward the megatank.

The monster turned to the Dash on the left side and fired at her, killing it instantly as it was a clone. The one on the right jumped on the monster and threw a kunai right at the eye in the center, doing massive damage. She flipped off and the final Dash threw her kunai at it killing it.

“More fliers coming your way!” Sunser said. Dash looked up and immediately blocked a hornet's attack.

“Not bad Sunset,” Dash said doing a back flip out of the way of the shots, “You make a pretty solid navigator.”

“This isn't anymore complicated than the work I do on my computer,” Sunset said, “Still, I do wish I were there with you guys.”

“Believe me, it's a real blast!” Dash said throwing a kunai at a hornet, knocking it out of the sky, “Hey AJ, wanna give me a hand over here?”

“Pinkie Pie, ya got this?” Applejack asked after firing at the tarantula in front of her. Pinkie Pie used a Homing Attack on her enemy killing it instantly.

“Please, I eat this suckers for breakfast!” Pinkie Pie bragged. She rolled into a ball and tackled the second tarantula while Applejack ran to the hornets to fire at them next to Dash. One hornet got a lucky shot in and hit Dash in the stomach knocking her back.

Rainbow Dash: 70 HP

Thankfully, Applejack fired at it, killing it before it could fire again.

“Thanks AJ,” Dash said getting up. Rarity and Fluttershy ran over to them.

“We finished our fight,” Rarity said.

“Good,” Applejack said, “How 're ya holdin up?”

“Rarity's lost forty hit points,” Sunset said, “Fluttershy didn't get hit thank God.”

Fluttershy folded her arms pursing her lips, a little irritated that Sunset was talking like she was in the group already.

“We need to hurry,” Fluttershy said pushing past everyone, “Twilight is up ahead.”

Everyone proceeded onward, stopping when they reached the tower Luna from the other day. Luna was sitting on a nearby icicle as if waiting for them, but she looked all wrong.

Instead of her normal Lyoko attire, she wore dark blue knights armor over black chain mail, complete with a knight's helmet that allowed for her now much longer hair to flow out. Her rapier was replaced with a broad sword, and her cape was now somewhat tattered at the bottom. When she looked up at the girls, they saw that her eyes now looked more like green snake's eyes.

“L-Lulu…?” Pinkie Pie asked slowly.

“Not… quite...” Luna said with a sinister smirk.

“It's XANA!” they heard Twilight call out. They turned to the side and saw Twilight suspended over the Digital Sea by chains held by two Mantas, “Luna's corruption was completed! She and XANA are now one!”

“Aw, and here I wanted to surprise all of them,” Luna/XANA said with a pout.

“So, yer XANA, eh?” Applejack asked.

“Indeed,” Luna/XANA said jumping off the icicle and walking toward the group, “Through corruption I'm able to turn individuals like Selene into my puppets, so I may control them as my own body. Sadly though, this body isn't… ideal for my uses.”

Rarity grimaced and stepped back a bit. Seeing the end result of what almost happened to her was unnerving to say the least.

“If you don't like it so much then give it back to Luna!” Dash ordered pulling out a kunai.

“Yeah you big creep!” Pinkie Pie added getting on all fours.

Luna/XANA laughed, “You really think it's that easy? Selene's entire being has been converted by my data. Even with Eos' block, it festered inside of her for ten years, slowly returning her to my side. She had no idea that she was sending me information on all of your plans from the moment I released that block.”

“Wait...” Fluttershy said, “Is that why you were always one step ahead of us?! Luna was feeding you information?!”

“Bingo,” Luna/XANA said with a sinister smirk, “Thanks to her, I knew about all of your plans, including your plan to destroy me with the source codes. Why, I even know about your search for a new member, who I'm sure is right outside listening to this right now.”


“New… member…?” Sunset asked, wondering what XANA was talking about. From Twilight's journals it was pretty clear that XANA lacked the capacity to lie. That was apparent with everything he was revealing to them.

Did that mean they wanted her…?


“Right outside…?” Twilight asked, “Does that mean… is Sunset Shimmer…?”

Fluttershy turned slightly to Fluttershy and then drew her bow pointing it at Luna/XANA, “I defeated you in this form once XANA, and I'll do it again!”

“Foolish girl!” Luna/XANA said with a maniacal smile, “All you managed was to hurt Selene! I am far beyond anything your minimal weapons are capable of doing!” Luna/XANA slashed at the air sending a black shock wave at Fluttershy, but Dash pushed her out of the way taking the hit herself.

Rainbow Dash: 0 HP


The scanner opened up, and Dash shot out breathing heavily. Even now she could still feel the immense power coming from that attack.

“Shit…!” Dash swore, “Was that… XANA's power…?”


Applejack fired her shotgun at Luna/XANA, hitting her in the back.

XANA: 380 HP

Luna/XANA turned to Applejack and charged at her, slashing wildly. Applejack managed to block the attacks with her shotgun, as Pinkie Pie rolled into a ball to tackle Luna/XANA. She kicked Applejack away and slashed Pinkie Pie knocking her to the side.

Pinkie Pie: 20 HP

“Holy…!” Sunset swore, “Pinkie Pie, you only have twenty hit points left!”

“Ugh… XANA's too strong...” Pinkie Pie said getting up, “Dash was already devirtualized… What can I do…?”

“Pinkie Pie, listen to me,” Dash said from the real world, “If you can save Twilight XANA loses! Let the others deal with XANA!”

“R-right!” Pinkie Pie said running on all fours to the mantas. They fired at her as she ran, but she moved to the side out of the way of all the attacks, eventually jumping on top of one of the mantas.

Meanwhile, Fluttershy readied her bow and fired at Luna/XANA, impaling her and forcing her to her knees.

XANA: 330 HP

Before Luna/XANA could turn to her, Rarity charged at her and engaged her blade versus blade. The fight was extremely violent, with Rarity and Luna/XANA meeting in a weapon clash.

“What do you want?!” Rarity asked, “What is meaning of all this?!”

“It's all to unlock the heart of the network!” Luna/XANA said, “Imagine, if I could get there, I'd have control over the entire world! I would be God both here in Lyoko and the real world!”

Nyet!” Rarity shouted, “I won't let that happen!”

“You already helped me achieve that goal!” Luna/XANA said, “I'm free now, thanks to you giving me the key to Lyoko!”

Another arrow shot in their direction, but this time Luna/XANA was ready and blocked it with her cape.

“Stop toying with Rarity's mind!” Fluttershy ordered, “She only did that because you corrupted her just like Luna!”

Luna/XANA kicked Rarity to the ground, and then turned to Fluttershy. She held her hand out and black smoke shot out engulfing Fluttershy and lifting her into the air.

“Rarity knew what she was doing, just like how Selene sent me all the information I needed on you!” Luna/XANA said, “All you humans are is a pile of suggestions! Outside information guiding your every motion! From the music you listen to, to the commercials telling you to buy buy buy! None of you have thoughts of your own! All I'm doing is the same as those outside signals! You all speak of free will? YOU DON'T KNOW THE MEANING OF FREE WILL!!!”

Applejack and Rarity looked at each other from a distance, nodded, and shot to their feet. Applejack fired at Luna/XANA to make her lose focus, and Rarity charged at her impaling her with her blade, making her drop Fluttershy.

XANA: 300 HP

Luna/XANA returned the favor by thrusting her sword into Rarity's chest.

Rarity: 0 HP

“RARITY!!!” Applejack cried, watching Rarity be kicked of Luna/XANA's blade like she was nothing, her body devirtualizing.


When the scanner opened, Rarity was lying on the floor barely unconscious. Once she regained awareness of the world, she clenched her fist and slammed it on the floor in frustration, both from being defeated and from allowing XANA to get into her head again.


“XANA!!!” Applejack shouted firing at Luna/XANA continuously. It didn't matter to her that Rarity was just devirtualized. XANA had disrespected Rarity, and Applejack was determined to make her pay.

Luna/XANA used her blade to block all of the shots as Fluttershy fired Light Arrows at her from behind. Luna/XANA simply used her cape to block the arrows.

Meanwhile, Pinkie Pie was using her claws to guide the manta she was riding over to the ground, also dragging the second manta and Twilight over as well. It wasn't easy as the second manta was pulling in the opposite direction, but she was making progress.

“Almost got it…!” Pinkie Pie said, “And… NOW!”

Pinkie Pie rolled into a ball on top of the manta killing it, and then jumped into the air using her Homing Attack on the second one. When it was dead, the chains vanished and Twilight dropped down. Unfortunately she missed the ground and almost fell into the Digital Sea.

Pinkie Pie grabbed her hand just in time.

“Pinkie Pie… thank you...” Twilight said relieved. Pinkie Pie gave Twilight a smile and pulled her up.

“If we devirtualize Luna, can we save her?” Pinkie Pie asked.

“I really don't know,” Twilight admitted, “But we have to try something. Sunset Shimmer, are you there?”

“Y-yes, I'm here,” Sunset said.

“You seem to know what you're doing, so I need your help in finding something,” Twilight said, “I'm going to enter the tower and send some data to you.”

“I'm on standby,” Sunset said. Twilight and Pinkie Pie both ran toward the tower, but Luna/XANA saw them and readied her blade.

“I don't think so Twilight Sparkle!” Luna/XANA shouted. She turned into a cloud of smoke and flew past Applejack over to Twilight and Pinkie Pie, appearing right in front of them. She was about to slash at Twilight, but Pinkie Pie jumped in the way taking the attack herself.

Pinkie Pie: 0 HP

“Pinkie Pie, no!” Twilight cried watching her friend get devirtualized.

“You're next, Twilight Sparkle!” Luna/XANA said grabbing Twilight by the neck, “I have a special kind of death planned for you!”

“NOOO!!!” Twilight screamed, unleashing a huge burst of energy, forcing Luna/XANA to release her and knocking her back.

XANA: 150 HP

Twilight: 10 HP

“What… power...” Luna/XANA said looking at the exhausted Twilight in awe, “Your potential… it's even greater than…” an arrow shot Luna/XANA in the chest just as she was about to reach for Twilight.

XANA: 100 HP

“STAY AWAY FROM HER!!!” Fluttershy screamed readying another arrow, “Don't you DARE touch her!”

“Hmm...” Luna/XANA said stepping away from Twilight as Applejack ran to her side helping her up. Luna/XANA then vanished in a black cloud, never taking her eyes off of Twilight.

“Twilight!” Fluttershy cried running over to her and Applejack, immediately embracing Twilight, “Are you okay?!”

“I'm… fine...” Twilight said, “Someone… devirtualize me… So I can bring… everyone home...”

“Leave that ta me,” Applejack said. She sat up, readied her shotgun, and fired point blank at Twilight, instantly devirtualizing her.

Twilight: 0 HP


When the elevator opened and Twilight staggered into the computer room, Sunset Shimmer immediately embraced her.

“You're okay!” Sunset said, “I was so worried about you.”

“Sunset Shimmer...” Twilight said slowly, “Thank you...”

“You look beat,” Dash said, “Maybe I should handle the devirtualization process.”

“No… I want to do it...” Twilight said making her way to the computer, “We're… not using Return… to the Past… yet...”

Dash, Pinkie Pie, and Rarity all looked at each other, and then at Sunset, who just looked really confused.


It was nighttime when they all got finished. As Luna was the one who called Twilight away, it was assumed that everyone's sudden absence had to do with Luna's Workshop, so they weren't penalized for leaving early.

After promising they'd talk to Sunset Shimmer about everything that happened later, everyone met in Twilight and Applejack's room once again for a meeting.

“Well, this is terrible,” Applejack said.

“Tell me about it,” Dash groaned, “We saved Twilight thank God, but now XANA has Luna!”

“And with Lyoko de…fra…” Rarity shook her head giving up on the large word, “Doing thing that Sunset said, we're running out of time, dah?”

“We are,” Fluttershy said, “Lyoko is defragmenting, which means it's essentially deleting itself. This means that XANA's most likely done making his personal Lyoko. At least he's putting the finishing touches on it.”

“Do we know how ta stop it?” Applejack asked.

“If we had the source codes, we could fix it easily,” Fluttershy said, “But you heard XANA, he has them now.”

“If only I had been able to get into that tower...” Twilight fussed, “I could have worked with Sunset Shimmer on figuring out how to extract the source codes.”

“Come on Twilight, we know how to get them,” Pinkie Pie said, catching everyone's attention.

“We do?” Dash asked.

“Uh, yeah. Where does XANA keep his personal things he doesn't want anyone to find? Sector 5!”

“Think XANA's dumb enough ta put the source codes there when he could jus' hold onta them himself? Not likely,” Applejack dismissed.

“Hold on, Pinkie Pie might have point,” Rarity said, “XANA may be free from Lyoko, but he's still bound by certain rules within it. XANA was originally in Sector 5, so maybe when he remerged with Luna, source codes got sent there too.”

“And think about it,” Pinkie Pie added, “If you were XANA, would you want to keep the thing that your enemies need to kill you on your person so they can easily grab it? No! You'd want that as far away from you as possible!”

“There are sections of Sector 5 we haven't explored yet,” Fluttershy said, “Now that the security section is cleared, all of those sections are open now. To us and to XANA.”

“Yeah, so he might use one of those places to store the source codes!” Dash said, “Looks like we're taking a trip to Sector 5 tomorrow.”

“In other news, what are we going to do about you-know-who?” Rarity asked.

“After the kick-ass job she did in helping us today, I want her on the team even more now!” Rainbow Dash said.

“She is real good with a computer,” Applejack said, “Though I'd love ta add her as a front line fighter too. Problem is, if we're not all in agreement on it then-”

“Actually… I think adding her is a good idea...” Fluttershy said, shocking everyone.

“Fluttershy… are you sure…?” Twilight asked, “I don't want to do anything that will make you uncomfortable.”

Fluttershy shook her head, “No Twilight, it's me who isn't being fair. I'm not in the right head at the moment, and I can see that Sunset gives you a level of comfort that… right now I'm not equipped to give you.”

“Oh Fluttershy...” Twilight said somberly, feeling really guilty all of a sudden. Rarity frowned and folded her arms looking at Fluttershy intently.

“I love you Twilight,” Fluttershy said, “I want the best for you. That means also stepping aside and letting you get what you need if I'm unable to. If everyone here thinks adding Sunset to the team is a good idea, then… I say we add her.”

Twilight walked over to Fluttershy and hugged her tightly, “Thank you Fluttershy. I'm sorry for how I acted before. I do want to be there for you, though.”

“I know,” Fluttershy said, “But you need to get a handle on your fears first.”

Twilight let Fluttershy go and turned to everyone, “I'm going to talk to Sunset Shimmer privately first.”

When Twilight left the room, everyone gathered around Fluttershy.

“You sure 'bout this, Fluttershy?” Applejack asked.

“I am,” Fluttershy said, “She did help us, and with XANA now making serious moves like this, we need all the help we can get.”

She said that, but everyone there could tell that she was forcing herself. She still didn't want Sunset Shimmer on the team, but she was making a HUGE sacrifice.


Twilight sent Sunset a text asking her to meet her right outside the dorms. After waiting for a few minutes, Sunset stepped out and met eyes with Twilight. For a long time they said nothing, but soon ran into each others arms and embraced.

“Thank you so much for helping me,” Twilight said.

“I'll always be there for you,” Sunset said, “I want to protect you.”

“That's… actually why I wanted to talk to you,” Twilight said, letting Sunset go and looking down, “I… know this may sound like a silly question to ask, but…”

“But…?” Sunset asked. Twilight's heart was racing, but in the end, she asked Sunset the question she had been dying to ask her for ages now.

“Can you… keep a secret?”

Ending Theme: Can't Fight the Moonlight

Author's Note:

So now it's been confirmed. Sunset Shimmer is the official William of the story. The question is, how will XANA respond to this development? For those who remember how Code Lyoko originally went, you might think you know what's going to happen.

I'm warning you now, you don't. You have no idea what's in store. The next episode is one I'm really excited to write.


If you want to support my growing career as a writer and my campaign for world domination, then please go here and check out my Patreon, and consider donating a small sum.