• Published 13th Jul 2015
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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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27: Friends Forever

Theme Song: A World Without Danger

27: Friends Forever

After making sure that Celestia was taken care of, Cadance took the girls to an empty classroom while Luna and Discord stayed with Celestia. She figured that if these six girls were in this deep, they needed to know the full story.

“Once again, thank you for rescuing my aunt,” Cadance said to the teenage girls gathered around her, “I was beside myself when I heard that XANA captured her.”

“Why were you hiding for so long though?” Fluttershy asked, “Once I got my memories back, I wanted to find you, but I was afraid that you had died too, just like my Daddy.”

“Oh Fluttershy, I'm sorry,” Cadance said sadly, “I had to go into hiding after everything that happened.”

“Cause of XANA, right?” Applejack asked.

“No,” Cadance said, “By that time Auntie Celestia had turned off the super computer. I was on the run from another organization. One that I'm sure is holding Twilight right now.”

“You don't mean…?” Sunset asked, catching everyone's attention. Cadance folded her arms and nodded gravely.

“I do. Tartarus,” Cadance said. Sunset took a deep breath and stood up, walking over to a window. She was silent for the longest time before she kicked the wall.

“Fuck!” Sunset shouted.

“Somethin ya wanna share with the team?” Applejack asked, “You seem like yer familiar with that name.”

“I am, unfortunately,” Sunset said turning to Cadance, “So, you were on the run from them too?”

“Yes,” Cadance said, “I didn't know you were running from them though.”

“Let's… not get into it right now,” Sunset said, “This isn't about me. This is about Twilight. If I had known they were involved though…”

“What is Tartarus?” Rarity asked.

“They're a secret branch of the government,” Cadance explained, “They were working on a quantum computer that was designed to allow agents to move through the network. Ten years ago, it was discovered that the composition of the Real World is a lot like virtual reality. Matter can change how it moves and functions depending on how it's observed and the emotions behind it. This is all part of what scientists call the Holographic Universe theory.”

“Wait wait wait wait,” Dash said holding her hands up, “What are you saying? That the Real World isn't real?”

“Not necessarily,” Cadance said, “This world is real, but it functions in a manner similar to a hologram or virtual reality. Think about it like this. Lyoko is a virtual interface, and acts like such from out here, right?”

“Yep!” Pinkie Pie said, “It's like the coolest video game ever!”

“Auntie Luna would be happy to hear that,” Cadance said laughing to herself, “However, when you're in Lyoko, does it still feel virtual to you? Does it feel fake?”

Nyet,” Rarity said shaking her head, “It feels real, to me at least.”

“Same here,” Dash said, “I even feel the breeze across my face when I'm running.”

“That's because in Lyoko, your DNA is changed to match the environment your in,” Cadance explained, “If there is someone higher up, like God or whoever you believe in, they'd probably see our world in a similar manner to how we see Lyoko.”

“Not gonna lie, that's a little strange ta think about,” Applejack said looking out her window up at the sky.

“Not really, when you think about it in the sense of God like she said,” Sunset said, “But with that said, what is Lyoko then?”

“Lyoko, or rather Project Olympus as a whole, is designed to take advantage of the virtual aspect of physical matter, and manipulate it artificially,” Cadance continued, scaring everyone there.

“Manipulate physical matter…?” Fluttershy asked.

“You've seen it, right?” Cadance asked, “When XANA takes over a person, turning them into a specter, they take on a more holographic appearance. They're connected to Lyoko, becoming the same as XANA, who is literally a virtual God.

“The five of us used to be programmers for Tartarus, but once we learned what they were planning we fell off the grid. We created our super computer for two reasons. One was so we could investigate the holographic state of the Universe ourselves, and two, so we could stop Tartarus. It was discovered though that while Lyoko could control physical matter, it would take an advanced mind capable of super abstract thought within the network to directly control Lyoko, something that not even Celestia could do. So we needed an interface. A means of controlling Lyoko from the outside.”

“And that something was XANA,” Sunset said. Cadance nodded.

“He started out as a multi agent system that required direct interface,” Cadance continued, “We'd say what we needed him to do, and he'd follow our commands, simple as that. Using the quantum computer, we also found a means of time travel. Doing this doubles the computer's power though, and as a result, it also made XANA stronger. When Auntie Celestia and Sombra learned this, they began using Return to the Past to make XANA stronger so he could control more. What we didn't expect, was for XANA to become self aware.

“Celestia didn't trust it. She wanted to scrap the project right there, fearing that XANA would eventually become too strong to contain within the computer. Sombra however, was so intrigued that he began communicating with XANA, and even used Return to the Past just to increase XANA's computing power. He became obsessed with XANA.”

“I… think I remember,” Fluttershy said looking down, “Daddy would spend hours in his room talking to someone. I missed him, because Mommy had just died…”

“He was a brilliant man,” Cadance continued, “But sadly, he went a little mad. Eventually, XANA became so strong that he could infect other computers, and soon even people. He had decided that if he was a God in Lyoko, he might as well become a God in the Real World too. He tricked Sombra into helping him by initiating Return to the Past sixteen times in a row, each time the computer doubling in strength. By the time we caught up with what Sombra was doing, it was too late,” Cadance sighed, “XANA was now strong enough to completely take over Sector 5, and with it, the source codes of Lyoko. He planned on activating every tower within Lyoko to turn every human within the virtual field of the super computer into a specter.”

“Even you guys?” Pinkie Pie asked.

“He couldn't,” Cadance said, “Anyone scanned into the super computer reads as a program within Lyoko, so can't be manipulated directly via a tower. No, XANA used his new power to create the scyphozoa for that. The scyphozoa is the only monster directly connected to XANA's personal network. Once it gets it's tentacles around you, XANA can alter your data in a number of ways.”

“Either corrupting you, or turning you into avatar,” Rarity said folding her arms. Cadance looked at Rarity confused.

“That last one is new,” Cadance said, “Is that what he did to Twilight?”

Dah, she is still herself, but XANA can control her body,” Rarity explained.

“Sounds like XANA's gotten even more vindictive,” Cadance said, “Normally he would just corrupt the person, like what he did to Auntie Luna.”

“Chrysalis…” Fluttershy said stepping forward, “How did… my father die…?”

“Are you sure you want to know that?” Dash asked putting her hands behind her head, “No offense, but it doesn't really sound like your old man was playing with a full deck of cards.”

“I… I need to know,” Fluttershy said, “Please Chrysie, what happened to him?”

Cadance took a deep breath before she spoke, “XANA asked to meet Sombra on Lyoko when we started pursuing him. Auntie Celestia transferred Discord, Auntie Luna, and myself into Lyoko to bring him home, and we met him in the Mountain Sector. He thought he and XANA were partners, and that he was protecting XANA, but he was being tricked. XANA used a krab to knock Sombra off the ledge, and…

“Into the Digital Sea…” Fluttershy continued, “Is there a chance that… he could be brought back…?”

“I wish I could say yes,” Cadance said, “But it's been ten years. Even if his data is still there, it's forgotten how to become human DNA. He's a part of the network now.”

Fluttershy sat down and covered her face with her hands, crying silently. Pinkie Pie walked over to her and hugged her.

“So we know what Lyoko was made for,” Applejack said, “An' we know what XANA is now. But why were you in hidin fer so long. Ya mentioned Tartarus was after ya?”

“I messed up,” Cadance said looking down, “I was the most reluctant member, so I got scared. Tirek had a brother named Scorpan who I was communicating with. I had confided in him about XANA, and he promised to help us. Unfortunately Tirek learned about Scorpan betraying him, and used him to track me down. This was after Auntie Luna had been corrupted by XANA.

“I didn't want to lead Tartarus to Celestia and Discord, so I vanished. I met Twilight's older brother, Shining Armor, and he put me into the witness protection program. From there, I just used my natural talents to change my appearance, got a new name, and started over.”

“Does Twilight's brother know about this?” Sunset asked.

“He knows about Tartarus, and how I'm hiding from them, but he doesn't know about XANA or Lyoko,” Cadance said, “He does suspect that Twilight going to France is a lie though.”

“Geez, this is way bigger than we thought,” Dash groaned, “Secret government groups, Lyoko being able to control the world, what the hell is this?”

“I wish you kids weren't involved in this,” Cadance said, “You don't have any connection to this besides being the ones who turned the computer back on. Sadly, you have the source codes of Lyoko now, and those can't be removed easily,” Cadance sat up, “It's getting late, and you all need to get some rest,” she walked over to Fluttershy and gave her a card, “Fluttershy, this has my cellphone on it. Call me later, okay?”

Fluttershy, still crying, nodded and took the card. Cadance walked out of the classroom, leaving the girls alone with their thoughts.

“I'm gonna head back to my room,” Sunset said walking to the door.

“Sunset,” Dash called out stopping her, “What I said before still stands. I don't care what you did. You're our friend now, and you're one of us.”

“I believe that goes for all of us,” Rarity said, “Don't think you have to hide anything from us. We'll understand.”

“T-thanks,” Sunset said, wiping her eyes, “I'll… see you guys later.”

As Sunset left the room, Fluttershy slowly stood up.

“Um… I'm going to get some rest. Rarity, Luna set us up to be roommates, but…”

“That's fine,” Rarity said, “I… think I want to spend night with Applejack. If that's okay.”

“Ah was gonna ask if we could spend the night tagether,” Applejack said, “Ah… don't wanna be alone tonight.”

“I'll take Pinkie Pie back to our room in a bit,” Dash said, “I think I need to sit down for a bit.”

“Same here,” Pinkie Pei said, “I'll message everyone on facebook tomorrow morning.”

When Applejack, Rarity, and Fluttershy left the room, Rainbow Dash and Pinkie Pie sat down holding hands.

“So… what happens next?” Dash asked Pinkie Pie.

“What do you mean?” Pinkie Pie asked, sounding a little distant.

“Well, this is like another one of those video game cliches, right?” Dash asked nudging Pinkie Pie's side, “We just had the big plot twist, and learned the truth about what we've been doing all this time. What usually happens after that?”

“Well, it depends on the game really,” Pinkie Pie explained, “But generally, this means we're hitting the end game.”

“Ahh, so the final boss huh?” Dash asked looking forward.

“Dashie, do you take me seriously?” Pinkie Pie asked somberly.

“Course I do,” Dash said, “You're my best friend. We've been together since freshman year.”

“But you were just being nice to me, right?” Pinkie Pie asked looking away from Dash, “I was your weak, sensitive roommate. We're closer now, but back then, I was a burden to you, right?”

“No!” Dash shouted, shocking Pinkie Pie, “Don't ever say that about yourself, okay?!”

“D-Dashie…?” Pinkie Pie asked, eyes wide in shock.

“I… I didn't have a reason to be here before,” Dash said resting her arms on her knees, “My dad shipped me here because he didn't want to look at me, and I had just assumed that I'd be a disappointment for the rest of my life. You were the first person to ever smile at me, and when I saw you crying, I felt like something inside me was crying too. Pinkie Pie, you're my reason for even living, always have been.

“If anything, this whole Lyoko thing has shown me how strong you really are. Now, I'm not just protecting you. You've been looking out for me just as much. You're more than just my best friend. You're my partner, Pinkie Pie.”

Pinkie Pie couldn't hold in her tears as she smiled. She quickly embraced Rainbow Dash, bursting into tears of joy.

“Thank you Dashie,” Pinkie Pie said, “I love you so much.”

“I love you too, Pinkie Pie,” Dash said returning the embrace, “As a friend, okay. I mean it.”

“Dashie, we both have boyfriends, remember?” Pinkie Pie asked playfully before looking at Dash lustfully, “Besides, if you think that's going to stop me, you don't know me very well.”

“Pinkie Pie, what are you thinking?” Dash asked nervously.

“Right now, I'm thinking about licking your cheek,” Pinkie Pie said.

“Ack! Pinkie Pie!” Dash cried.

“What? I'm your kitty, right?” Pinkie Pie asked lovingly. Dash was about to deny it, but then remembered Pinkie Pie's form on Lyoko. Was this why she became a cat girl on Lyoko?

Dash laughed shaking her head, “Pinkie Pie, you're so random,” she said. Pinkie Pie rested her head on Dash's lap as Dash petted her back comforting her, “Don't ever change, okay Pinkie Pie?”

“I won't,” Pinkie Pie said, “As long as you stay the same too.”

“Why change perfection?” Dash asked arrogantly, even though on the inside, she was thanking Pinkie Pie.


Twilight screamed in pain as XANA's red electricity engulfed her. After they returned from Lyoko, XANA was furious, and he seemed to be bent on taking that fury out on Twilight. Someone started pounding on the door frantically, and XANA stopped, letting Twilight hunch over as much as possible still bound to her chair.

“Master XANA! Please stop!” Starlight cried from outside. Twilight slowly looked at the door surprised.

“Miss… Glimmer…?” Twilight asked. The door opened, and Starlight ran over to Twilight's side.

“Oh my God, are you okay honey?” Starlight asked. When Twilight nodded, Starlight turned to the computer screen in the room, “What is the meaning of this, Master XANA? Are you trying to kill her?”

Twilight is mine. I will do with her as I see fit.

“I know you're upset that the girls took Eos, but how is attacking Twilight helping you?” Starlight asked, “If she dies, you won't have anyone to act as your vessel, and what then?” XANA didn't answer, “Let me take care of her, please. She needs to rest.”

I'll leave her to you. I'm going to think about how to fix this mess.

The XANA symbol on the computer vanished as the screen turned off. Starlight waved her hand in front of the screen to see if XANA was still there, flipped the screen the middle finger, and then embraced Twilight.

“Thank you…” Twilight said softly.

“I couldn't let XANA do that,” Starlight said. Twilight shook her head.

“Not just for saving me just now, but for telling my friends where Eos was,” Twilight whispered into Starlight's ear, “That was you, right?”

Starlight tightened her embrace, “Everything is going to be okay soon.”

“You… told them were I am too…?” Twilight asked, wide eyed. Starlight lightly shushed Twilight.

“Right now, just act normally,” Starlight said, “I'll be looking out for you as much as I can, okay? I can't be with you all the time, but whenever I'm here, I'll protect you. For now, just try not to anger XANA or Tirek any more than they already are.”

“Okay,” Twilight said. Starlight kissed Twilight on the forehead, and began treating her. It felt nice to have someone looking out for her now, and to know that her friends were coming to rescue her. Now Twilight felt safer, at least as safe as she could knowing that XANA was somewhere right next to her.


Fluttershy couldn't get any sleep. Everything she knew about this situation was shattered. She put her father on a pedestal, painting him as a victim in all of this. Sure, she had heard that he was responsible for XANA, but to know just how responsible he was.

“Oh Daddy…” Fluttershy said sitting up in her bed, hugging herself tightly as fresh tears built up, “I don't believe it… You helped XANA become what he is…?” she closed her eyes holding her head, “Twilight, I wish you were here to hold me! I'm trying to be strong, but I need you!”

As Fluttershy broke down, her phone started ringing. It took a second, but she eventually worked up the courage to pick it up and answer it.

“H-hello…?” Fluttershy asked.

“Hey, are you crying?” Sunset asked.

“S-sorry,” Fluttershy said wiping her eyes.

“Don't apologize,” Sunset said, “I'm heading over to your room.”

Sunset hung up, and a few seconds to a minute later, knocked on Fluttershy's door. Fluttershy didn't really want visitors, but during her last therapy session, Dr. Wolf had told her to not shut her friends out when they came to help her.

Who would have thought Sunset would end up becoming her best friend?

When Fluttershy opened the door, Sunset wasted no time embracing her. Oddly, she was still dressed. Fluttershy slowly returned the hug, sobbing into her friend's shoulder. After a bit, Fluttershy brought Sunset into her room and they sat down on her bed.

“Sorry about your father,” Sunset said, “That's… rough.”

“I don't know what to think anymore,” Fluttershy admitted, “Everything that happened… was Daddy's fault…? XANA turning evil, Lulu getting corrupted, even me getting trapped in Lyoko. My entire life has been taken from me by that machine, and all of it is his fault?!”

“Fluttershy…” Sunset said wrapping an arm around Fluttershy as she cried again.

“I lost… ten years of my life, Sunset… But I never blamed him, because I knew that deep down he was a good man. Now I find out that he was insane? What am I supposed to do now?”

Sunset turned Fluttershy to face her and placed her hands on her shoulders, “You look to the future, that's what. Sure, your father caused all of this, and he paid for that, but I'm willing to bet that if he were still alive he'd be right here fighting with us. He made a mistake, lots of us make them, but he wasn't a monster, Fluttershy, and it's okay for you to still miss him.”

“I wish Twilight were here with me…” Fluttershy said, “I appreciate you being here, but-”

“I know I can't replace Twilight,” Sunset admitted, “No one could replace her.”

“This… might be uncomfortable to bring up, but… I know you're still in love with her. Are you going to still pursue her?” Fluttershy asked.

“I… don't know,” Sunset said, “I know that she genuinely loves you, but…”

“But she does feel strongly for you,” Fluttershy said awkwardly.

“Maybe we could share her?” Sunset asked playfully. Fluttershy blushed looking away.

“I… I don't…”

“I'm kidding, Fluttershy,” Sunset said lightly shoving Fluttershy, “I know you wouldn't be okay with that. I think right now, we just focus on bringing her home. Whatever Twilight decides, I'm okay with.”

“Yes, same here,” Fluttershy said, “I don't want her to break up with me, but if she chooses you in the end, I'd be okay.”

“Are you sure?” Sunset asked, “Because no offense, but you're not exactly in a good place mentally.”

“I know I'm not, but…” Fluttershy shook her head, “Can I ask you something?”

“Yeah, sure,” Sunset said.

“Why are you on the run from Tartarus?” Fluttershy asked. Sunset took a deep breath.

“Well, I'm going to have to tell everyone at some point,” Sunset said, “Okay, a few years ago, there was a group of hackers called the Equalizers. We wanted to destroy the upper class and distribute money into the accounts of the lower class. We attacked government officials, big companies, pretty much anyone who we saw stole tax payer's money. My older brother, Sunburst, was dating their leader, Starlight, and I ended up joining them.”

“You have an older brother?” Fluttershy asked.

Had an older brother,” Sunset said darkly, “One of the younger members told the government about our plan to attack twelve big companies, and Tartarus attacked us. They… shot my brother down.”

“Oh Sunset, I'm sorry,” Fluttershy said somberly, “Have you been alone since?”

Sunset nodded, “Our parents died when we were young, so it was just the two of us and Starlight. Starlight was captured by Tartarus, so I had to go on my own. I've been hacking into various accounts in order to survive, and enrolling into different schools to maintain my cover. I was hoping to settle down here actually.”

“But then you got involved with us,” Fluttershy stated.

“I didn't expect XANA to get involved with Tartarus,” Sunset said, “Their leader, Tirek, is sick. If I had known that Twilight was being held by him…”

“Will she be okay?” Fluttershy asked.

“If the person who sent those coordinates is who I think they are, then at least for a little while,” Sunset said, “We had a special method of hiding our emails to one another, and the coordinates came in an email using the same method.”

“We have to save her tomorrow,” Fluttershy said.

“We will,” Sunset said embracing Fluttershy again, “You won't be without her for much longer. I promise.”


Everyone felt that Celestia needed to rest for a little longer, but she insisted on being brought home. Naturally the police tried to question her about where she was, but Celestia was as graceful as ever when she told them to shove it. She was tired, and she wanted to go home.

It was really late, and Luna felt the same tension she got every night around this time. She then remembered that Celestia was in the bedroom across from her, and started to calm down. She got out of her bed, put on her blue robe, and went to check on Celestia. Maybe seeing her would put her heart at ease.

But when she opened her door, she saw her bed vacant.

Luna's heart started racing again, and she ran downstairs, her mind going to very scary places. Did XANA launch an attack to retrieve her? Did he send people to capture her? Did she dream the whole rescue-

Celestia was in the kitchen, wearing her long white robe, sitting in front of her laptop computer with a cup of hot chocolate next to her. Luna calmed down immediately, but then walked over to Celestia.

“Why are you up?” Luna asked, startling her elder sister.

“Oh, it's you Luna,” Celestia said in relief.

“Worried that it was XANA? Or a specter?” Luna asked sitting down next to her sister.

“Not at all,” Celestia lied, “You just move so quietly. Honestly, you could sneak into the White House you're so quiet.”

“Mm hm,” Luna nodded reading her sister, “You didn't answer my question. Why are you still up? It's almost three in the morning.”

“Couldn't sleep,” Celestia said sipping her hot chocolate, “I figured I could probably get some work done while I'm up. You know, I actually think I might be able to go back to work soon. Maybe not right away, but perhaps in a week or two.”

“Celestia-”

“How are things at Canterlot High? Is Harshwhinny giving you a hard time? I swear, that woman just looks for reasons to fuss. She's not happy unless she's complaining about something, you know? That's an actual fact.”

“Celestia-”

“Oh, and how's Blank Scroll doing? He's actually really sweet. It's a shame the other students don't appreciate his knowledge. He's a little lazy, but he's brilliant.”

“Celestia-”

“I imagine Cheerilee was beside herself with me gone. I can't wait to see her-”

“CELESTIA!!!” Celestia froze immediately, “Talk to me. What's bothering you?”

“Nothing is bothering me,” Celestia said getting up and walking to the fridge. Luna took the chance to see what Celestia was working on. She didn't understand what it was, but she recognized the font from the super computer anywhere.

“Celestia, what are you working on?” Luna asked with a sigh.

“It's a program meant to separate Twilight from XANA,” Celestia said, not taking her attention from the refrigerator, “Do we have anything sweet and fattening, preferably cake?”

“I'm on a diet, Tia,” Luna said as if it were obvious, “You know that.”

“Y-yes, well… I'm not,” Celestia fussed, “You could have at least kept some here for me. You know I love that stuff. There's nothing in this fridge that I want. Do we at least have Pop-Tarts?”

“I…” Luna shook her head, “They're in the shelf right above the toaster.”

Celestia shot over there almost too quickly and opened it. She pulled out a box of blueberry Pop-Tarts and frowned, “Blueberry? No strawberry?”

Luna sighed, “Blueberry is my favorite. I didn't buy yours since well, you know.”

“Right, of course,” Celestia said, “It's fine. Blueberry isn't terrible. It isn't strawberry, but I can manage,” she pulled one out and fiddled with the bag, “I mean you could have at least kept them in the house. I know you didn't know when I'd be back. I didn't even know if I'd make it back. But it would have been nice, unless you didn't think I was ever going to come back, which if that's what you thought then I'd understand even if I'm a little hurt by that thought and for the love of GOD WHY CAN'T I OPEN THIS STUPID-”

She threw a small fit slamming the offending back back in the box and then covered her mouth with her hand, trembling. Luna knew immediately what was wrong, and walked over to Celestia hugging her. Celestia stiffened, moaning almost in pain.

“Luna…”

“Hush,” Luna said, “You need this.”

“I don't want to break down,” Celestia said, her voice soft and shaky.

“Like you're about to right now?” Luna asked, “It's okay now. You're home. You can relax.”

“No I can't,” Celestia said, “Every time I'm alone for too long, I start to panic. I feel like this is another dream, and that I'll wake up and be back in that cell again.”

“Is that why you're still up?” Luna asked, letting Celestia's silent sobs answer her question, “Come sister. Let's go to bed.”

“I can't-”

“I'll sleep with you,” Luna said, “That way you won't be alone tonight. Would that help?” Celestia nodded quickly, “Alright. Come, dear sister.”

Luna escorted her older sister to her bedroom. She removed her robe first, and then allowed Celestia to remove hers as to not force anything. She didn't know what XANA had done to her, but with how afraid she had become of touch, Luna almost didn't want to know.

When the two of them got in bed, Celestia turned to Luna and wrapped her arms around her tightly.

“Don't disappear in the morning, Lulu.”

“I won't, Tia. I'll be here in the morning, I promise.”


The next day, everyone was gathered at the lunch table, where Sunset revealed to everyone her past. She was surprised, but they took it pretty well. If anything, Dash was just disappointed that it didn't pan out.

“So, you're like a super hacker?” Pinkie Pie asked.

“Yep,” Sunset said proudly, “Our leader was really impressed by my skills.”

“Why'd you guys have to get caught though?” Dash asked, “I'd love to have a little extra cash.”

“Plan sounds rather… er… not sure how to describe…” Rarity said.

“Y'all sounded like anarchists,” Applejack said with a raised eyebrow.

Dah, dah, that word,” Rarity said nodding.

“Yeah… I guess we were,” Sunset said, “Starlight was really passionate about it. She hated the upper class. You know that show Mr. Robot? She was sort of like the main character of that, only… not as neurotic.”

“Where's Starlight now?” Pinkie Pie asked.

“I don't know,” Sunset said folding her arms, “If she was captured by Tartarus, she's might be with Twilight now.”

“You think so?” Rarity asked.

“The email that Sunset got was hidden in a manner the Equalizers used,” Fluttershy explained, “She'd be the only one to know how to reach Sunset.”

“If Starlight is watching Twilight, she'll be fine for a little while,” Sunset said, “But we need to hurry and rescue her before XANA realizes that we're onto him.”

“Could the following students please come to the Principal's office?” Luna asked on the intercom, “Fluttershy Sandora, Sunset Shimmer, Pinkamena Diane Pie, Applejack Ambrosia, Rainbow Dash Rivera, and Rarity Dostoevskaia.”

The six girls looked at each other, and then slowly stood up and walked to the Principal's office in unison. All the students were eyeing them as the left, but they didn't pay them any mind. Something told them that they knew what this call was for.

As one would imagine, Luna was sitting at her desk with Nurse Cadance waiting for them.

“Please, close the door,” Luna said when they walked in. Applejack closed the door and the six of them stood in front of Luna's desk, “Discord, Celestia, Chrysalis, and myself have decided to attempt to rescue Twilight.”

“Wait, like right now?” Dash asked.

“Well, we're still getting things set up,” Luna said, “Celestia and Discord are at the factory right now preparing a program that will set Twilight free from XANA. After that, all we have to do is deactivate the tower in XANA's personal Lyoko. For this operation, we'd like Sunset to come with us to help.”

“Me?” Sunset asked.

“You're like us,” Cadance said, “You're on the run from Tartarus, and you're a professional hacker like the rest of us. Since we lost Thanatos, we'd like you to stand in for him and help us.”

“I-I'd be honored,” Sunset said.

“What about rest of us?” Rarity asked. Luna closed her eyes thoughtfully.

“That, girls, is entirely up to you,” Luna said, “Besides having the source codes of Lyoko embedded within your DNA, the five of you don't have any true connection to our fight. Celestia has also begun working on a program that can separate the source codes from you, if you wish it.”

“You mean… we could have normal lives 'gain?” Applejack asked.

“You could,” Luna said, “Most of you are sophomores, Rarity being the only junior out of the five of you. Some of you have boyfriends, I'm sure most of you have dreams for the future, and if not, you have a lot of childhood left to enjoy before you figure that out. You shouldn't have to be involved in this.”

“What about Twilight?” Pinkie Pie asked, “She's directly involved now.”

“After we rescue Twilight, she'll be under our protection,” Luna said, “But things are going to get really dangerous. Even in Lyoko, your lives could be in serious jeopardy. Also, at this stage of the game, we're not going to be able to get very far without taking a few lives.

“So, we're left with a difficult decision, one that I wish to let the five of you decide on. If you wish for this to be the end of the line, then that's it. None of us will hold it against you if this is too much. You're lives have been in danger from the very beginning, and some of the more recent attacks have had some of you tangle with death directly,” she looked right at Rarity when she said.

“If… I don't go with you, how will you deactivate the tower…?” Fluttershy asked.

“It might take a while, but we can probably hack into the tower,” Cadance said, “It won't be nearly as easy as it would be for you, but I'm sure at least one of us can crack it. I will be honest though, you're probably the only one who can guaranteed break the security, and with this not being our Lyoko, we might not be able to fool the system.”

“But we don't want that to be the only reason you join us,” Luna chimed in, “If you wish, you can continue the fight, and lead the charge, but otherwise, this is it girls. This is your chance to back out.”

The five of them looked at one another, and then looked down thoughtfully. Truth was, Luna was right. They weren't directly involved in any of this. Fluttershy was, but it might have been better for her sanity if she turned away from all of this too. In the end, most of them were just in it to help...

Twilight…

“I'm not runnin away,” Applejack said looking up, “Twilight's my roommate, an' the first friend Ah made here in Canterlot High. Before comin here, Ah was immature an' undisciplined. Ah came here hopin ta get away from my family, an' in the end… Ah found a new family,” she turned to Rarity briefly before she continued, “Ah learned what it means ta have somethin worth protectin, an' most of all… what it means ta be an adult. All of that Ah owe to Twilight, so Ah'm fightin.”

“I… I'm fighting too!” Pinkie Pie said, “Before all of this, I was weak, and afraid of everything. I'd go on and on about video games and act perky, but it was all to hide the real me. The truth is, I was always really depressed, and Dashie was the only one who knew the truth. Thanks to Twilight though, and everything that's happened to me this year, I've become a lot stronger. Strong enough to stand next to Dashie instead of behind her. So… even though I'm scared… I'm choosing to fight.”

“You guys should know what my decision is,” Dash said seriously, “I was the first one Twilight confided in about how afraid she was of XANA. She was so scared she was trembling, and this was before XANA was free to roam the network. Speaking of,” Dash looked at her trembling fist, “I still have a bone to pick with that fucking asshole! Yeah, it might be immature, but you know what? I don't care. XANA hurt my friends, and no one, no one, hurts my friends!”

“Honestly, I'm probably most reluctant,” Rarity said turning to the side, “XANA has done most to me directly. But, before all of this, I didn't have any friends. All students were afraid of me. Now, thanks to super computer, I have lots of friends, and loving girlfriend. I feel like I have Twilight to thank for all of this. Had I not followed them in beginning of year, I wouldn't have as many friends, nor would I be as… happy as I am now. Twilight risked life for me before, so I'd be terrible friend if I didn't do same for her.”

Everyone turned to Fluttershy, who was silent for the longest.

“I have to go,” Fluttershy said, “Not just because I'm the only one who can guaranteed deactivate the tower. I have to go because Twilight is waiting for me. I've been horribly selfish in our relationship, expecting Twilight to protect me. I had no idea how much she really needed me because I was so deep in my depression. Had I been there for her earlier, she might not have been captured by XANA. I have to go, because… I'm Twilight's angel.”

Luna closed her eyes and smiled, “I told you they'd choose to fight.”

“You're all sure?” Cadance asked, “This is going to be dangerous.”

“Yeah, we're sure,” Applejack said, “Twilight's countin on us.”

“Well then,” Luna said, “I will tell Celestia we're going with plan A. Come to the factory after classes end. We will not proceed until everyone is present.”

The six of them left the office, but Cadance ran after Fluttershy.

“Fluttershy, wait!” Cadance called out, “Listen, I…”

“I'm not mad,” Fluttershy said, “That you didn't come for me.”

“I…” Cadance looked to the side, “I wanted to, I really did. But Aunt Celestia told me that if we turned on the super computer, XANA would reactivate. I said that we were best friends, and yet…”

Fluttershy turned to Cadance and hugged her.

“I'm sorry I always pushed you away,” Fluttershy said, “and that I called you a slut so many times.”

Cadance laughed returning the hug, “I was a slut, Fluttershy. I knew it then, and I know it now. Honestly, I wear this uniform more so because I like the attention.”

“I'm glad to see you haven't changed much,” Fluttershy said.

“Mmm, well one thing is different,” Cadance said, showing Fluttershy the ring on her finger.

“Chrysie! You're getting married?!” Fluttershy asked, “To who?”

“Remember the cop that helped me?” Cadance asked.

“Twilight's brother?” Fluttershy asked, unable to believe the coincidence.

“He's been wonderful to me,” Cadance said, “I didn't know being in love felt so wonderful. He saved my life, in more ways than one.”

“I'm happy for you, Chrysie,” Fluttershy said, “Um, is it okay that I still call you that?”

“It's fine,” Cadance said, “As long as it's not in public.”

“Well, I'll try to train myself to use your new name,” Fluttershy and Cadance continued down the hall holding hands, “Is it too late for us to be friends?”

“Never,” Cadance said, “I'd love it if we could be friends.”


It was late when the girls arrived at the factory. They were surprised to see Principal Celestia sitting at the helm this time, once again dressed in her original attire and the super computer's microphone in her ear. She made a few modifications on a particular program and then turned to the team.

“Everything is set,” Celestia said, “The program is going to be uploaded into one of your weapons. All we have to do is attack Twilight on Lyoko after the tower is deactivated.”

“You make it sound easy,” Luna said rolling her eyes.

“Yes, well I'm sure everyone here knows how difficult this mission is going to be,” Celestia said, “If possible, we need to ensure that Twilight enters Lyoko on our terms. Here's the plan: There are going to be two teams. Team A will consist of Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity. You five are to go to the Lyoko replica first in the Argo, track down the way tower and tag it. If XANA sends Twilight into Lyoko, we move onto the final phase. If he doesn't, then we move onto phase two.

“Phase two will have the five of you translated into the Real World, where you have to locate Twilight, secure her safety, and make sure she gets sent into Lyoko. Once there, destroy the scanner to ensure no one can transfer into Lyoko after her.”

“But, won't that trap Twilight into Lyoko?” Pinkie Pie asked, “Her DNA is stored in the super computer, right?”

“Yes, but by destroying the scanner, you also ensure that XANA is trapped in Lyoko as well,” Cadance said, “He won't be able to escape unless he disconnects from Twilight's body, and he won't do that, so this will force him to engage us.”

“While the five of you are in the real world,” Celestia continued, “I'll transfer team B into Lyoko. Team B consists naturally of Luna, Jon, Chrysalis, and Sunset Shimmer,” Celestia said looking at Sunset, who was understandably confused, “You're on this team because you're capable of using the super computer on the same level as all of us. If anyone of team B is devirtualized, they are to transfer me into Lyoko and I will assume their spot on the team.”

“Got it,” Sunset said, “I wish I were in the real world with the others, but I know that I'm needed with you guys.”

Celestia nodded, “We'll be guarding the Argo, ensuring that we can maintain a connection with XANA's Lyoko, which for now we've decided to code name “Cortex”.”

“That… sounds soooooo cool…” Pinkie Pie whispered.

“As this replica is the brains of XANA's operations, the name makes sense,” Luna said, “Mind you, we're not sure what to expect there. No matter what, the five of you cannot be devirtualized before this Lyoko is tagged.”

“Chances are, there are at least two towers,” Celestia said, “One meant to link to and generate the replica, and the other meant to keep Twilight trapped. As we don't know the specifics of what XANA did to her, we have to assume that its necessary to deactivate the tower and use the program on Twilight.”

“Before we go, are there any questions?” Discord asked.

“When we get to real world, what do we do about humans there?” Rarity asked.

“Sadly the people working there aren't specters,” Cadance said, “They'll remember your faces. Anyone who stands in your way… you have to take them out.”

The five of them looked at each other nervously. This was getting serious. Destroying viruses was one thing, but they'd have to possible kill humans?

“If you can't stomach it, we can proceed without you,” Luna said.

“We'll be fine,” Applejack said, “We understand that this ain't a game, even if some of us still act like it.”

“It's fun!” Pinkie Pie whined, “But, I know this is serious. I'll try, try to be serious tonight,” she looked around, “That doesn't mean I'll succeed.”

“Just be yourself and you'll be fine,” Discord said, “Laughter is the best medicine after all.”

Pinkie Pie giggled, “Right!”

“Are there anymore questions?” Celestia asked the group. When no one spoke up she turned to the computer, “Alright then. Team A go to the scanner room. I'll transfer you to Sector 5.”

The five girls took the elevator down to the scanner room. Before they approached the scanners, they all met in the center of the room.

“Girls, let's make a pact,” Applejack said, “No matter what, we ain't leavin this place without Twilight.”

“We're on a total winning streak right now,” Dash said, “We got this.”

“We can't underestimate what's up ahead,” Rarity stated, “Still, we have to succeed this time. I doubt we'll have second chance.”

“We won't,” Fluttershy pointed out, “We're entering what's essentially XANA's home base. He's not going to just let this slide. If we fail, he could move Twilight, or worse, he might even decide to kill her.”

“But that's not gonna happen,” Pinkie Pie said perkily, “We're still the good guys here. Besides, I think we leveled up enough for this level. Worst thing we'll have to deal with is a penultimate boss. He'll be hard no matter what we do.”

“Well then, let's go,” Applejack placed her hand in the center of their circle, “For Twilight.”

“For Twilight,” Dash placed her hand on top of Applejack's.

“For Twilight,” Rarity placed her hand on Dash's.

“For Twilight,” Pinkie Pie chirped, placing her hand in the circle.

“For Twilight,” Fluttershy said, placing her hand on top of all of theirs. The five of them looked at one another in determination, and then threw their hands in the air cheering at the same time…

“LYOKO WARRIORS FOREVER!!!”


Watching the five of them, Celestia couldn't help but smile. Before all of this, the five of them probably all came from different worlds, and would have never become friends. Now they were more than friends. The five of them had clearly become something more akin to family.

“Twilight has good friends, doesn't she?” Discord asked placing a hand on Celestia's shoulder.

“She does,” Celestia said, “To think, they're willing to go so far just for her.”

“I'll admit, I was wrong about Applejack,” Luna said, “She was a good influence on Twilight.”

“Getting soft Auntie?” Cadance asked nudging her dark haired aunt, who based off her blush, opted to not talk about it.

“Twilight does have a good team,” Sunset said looking a little somber, “They love her. I can feel it from out here.”

“I'm transferring Applejack, Rainbow Dash, and Rarity first,” Celestia said on the intercom, “When you're ready girls, get into position.

“Transfer Applejack!” Celestia said as Applejack stepped into the scanner.

“Transfer Rarity!” Celestia said, Rarity walking into her scanner as it closed.

“Transfer Rainbow Dash!” Celestia continued, Dash stepping into her scanner with a familiar smirk as it closed.

On the super computer, Applejack's cyber sheriff avatar rendered, “Scanner Applejack!”

Next up, Rarity's valkyrie avatar rendered, “Scanner Rarity!”

Finally, Dash's cyber ninja avatar began rendering, “Scanner Rainbow Dash! Virtualization!”

Celestia pressed the enter key, and the three of them all vanished from the scanners, transferring into Sector 5 of Lyoko. Once Celestia was certain that the three of them finished rendering, she pulled up the next two.

“Transfer Pinkie Pie!” Celestia said, Pinkie Pie skipping into her scanner.

“Transfer Fluttershy!” Celestia said as Fluttershy slowly walked into her scanner.

On the super computer, Pinkie Pie's neko avatar began rendering, “Scanner Pinkie Pie!”

Finally, Fluttershy's angel avatar rendered, “Scanner Fluttershy! Virtualization!”


Pinkie Pie and Fluttershy rendered, dropping next to Rainbow Dash, Applejack, and Rarity. The five of them ran to the elevator leading to the Argo, and immediately deployed. No more words needed to be said among them.

Tonight, they were getting their friend back.


Tirek was seething in his office. When he heard the news that those kids managed to rescue Celestia, he exploded. He and XANA made sure no one would ever find that replica. Even their new pet dog wouldn't have been able to locate it.

Yet somehow those kids found it.

“This isn't possible,” Tirek said, “There's no way for them to have found that place,” his phone vibrated, showing XANA's insignia, “Come to take your anger out at me, XANA?” he asked harshly.

Oh no, Damien. Not at all. I'm here to tell you that the children are on their way HERE.

“WHAT?!” Tirek asked shooting up from his desk, “I'll get Starlight to-”

That's the thing, Damien. I don't think we can trust her anymore.

“Why not?” Tirek asked raising an eyebrow.

The first time could have been chalked up as a chance encounter, but now they've found our main base of operations. This replica is too far out of their way. They'd only find it if there was someone INSIDE helping them.

“And with how chummy Starlight and Twilight have gotten…” Tirek said looking to the side suspiciously.

Damien, my security cameras are showing that they are in the cafeteria. Confront Starlight. I'll keep Twilight silent.

“With pleasure,” Tirek said storming out of his office to the cafeteria, “Can I count on you to deal with those children?”

If the sector itself doesn't devirtualize them, our operatives will.

Tirek could feel it. He and XANA were back on good terms. This was where he liked to be, and he planned on making Starlight Glimmer regret trying to take his spot just so she could help Twilight's friends. He was going to make the rest of her life a living hell…

Assuming he didn't just kill her outright.


“Miss Glimmer, what are you going to do?” Twilight asked. She and Starlight were sitting in the cafeteria, Twilight's wrists still bound of course.

“What do you mean?” Starlight asked.

“After this. Whenever my friends come to rescue me, where are you going to go?”

“Huh, I hadn't really thought that far ahead,” Starlight said folding her arms, “I sort of figured that I'd go off the grid.”

She planned on vanishing? Honestly, that made Twilight feel really sad. Starlight was the first person besides Celestia Twilight met that seemed to really get her. She didn't want to stay here in Tartarus, but the idea of Starlight vanishing after all of this…

“You… want to disappear?” Twilight asked.

“I wouldn't say that I want to disappear,” Starlight said, “But we have to remember, I am still a fugitive. I'm sure that another government organization would love to throw me in a cage or something.”

Twilight looked down and thought about her situation. There had to be a safe place for her. A way for her to not have to hide anymore, or at least where she wouldn't be alone while she hid.

“What if… you came with us?” Twilight asked softly. Starlight looked at Twilight surprised.

“With you? You mean, join you kids in fighting XANA?”

“Why not? You've already helped us so much, Miss Glimmer. I can talk to Eos, and see about getting you a job in Canterlot High. Three of the Architects of Lyoko are already working there. I'm sure that they'll protect you.”

“Mmm…” Starlight looked to the side thinking hard. She looked unsure.

“If we have to, I can create a new identity for you,” Twilight continued, “I did that for Fluttershy when we saved her from Lyoko. Looking back on it, I sort of just gave her back her identity, but I'm confident that using the same process I could make one for you.”

“You do realize stuff like that got me into this mess, right?” Starlight asked.

“I'll be careful, I promise. It's just,” Twilight looked down somberly, “I don't want us to say goodbye.”

Starlight looked genuinely surprised by that.

“Twilight, are you… going to miss me?” Starlight asked slowly.

Twilight nodded immediately, “I really like you, Starlight. I have a lot of friends, and some who are even really smart, but you seem different to me. Every time I look at you, I feel like I'm seeing… myself. Everyone thinks I'm this genius, but the truth is, I don't know why I'm so smart. There are a lot of things I don't know, yet long complicated equations make perfect sense to me. I don't think anyone would really understand how someone could know the answer to a calculus problem with ease, yet never could memorize their multiplication tables. But I feel like… you probably would understand that, at least a little.”

“I do,” Starlight said, “And you're not alone. The brain doesn't work as uniformly as people would like to think it does. There are a number of things that scientists don't understand. You know, you remind me a bit of Albert Einstein. He's known as one of the smartest men in history, but not a lot of people know that he was horribly dyslexic. Truth is, he just had an advanced brain, a lot like us.”

“So… you are like me?” Twilight asked.

“A bit,” Starlight admitted, “No one taught me how to write programs or hack computers. I figured all of that out on my own. I know how it feels to be an advanced thinker in a world that's not ready for you.”

“So… will you stay with me?” Twilight asked.

“I'll-” she was cut off by the sound of the door slamming open. Both she and Twilight saw Tirek walking over to them, and he looked pissed. Starlight stood up and walked to Tirek calmly, “Mister Tirek, what seems to be the-”

SLAP

“Miss Glimmer!” Twilight cried. She was about to run to her side, but Tirek held his phone out and red electricity shout out. At first Twilight thought that XANA was going to possess her again, but instead two more ropes materialized on Twilight: one around her arms and torso, and another around her mouth!

Immediately, two of Tirek's men walked into the room and grabbed Twilight holding her still. She screamed and struggled as Tirek grabbed Starlight by her hair.

“How long did you think you could get away with this?!” Tirek asked harshly.

“What are you-” Starlight was cut off as Tirek threw her to the ground.

“Did you really think we wouldn't figure it out?! You suddenly becoming so protective of XANA's vessel, her friends finding Eos' location, and now they're on their way here!” when Tirek said that, Twilight's eyes were wide, and she couldn't hold in her tears.

My friends… are coming here NOW…?


Oddly, there weren't any monsters that attacked them in the Digital Sea. They didn't know if that was a good thing or a bad thing. Either XANA didn't know they were here yet, or he was trying to ambush them.

Sunset had to walk Celestia through connecting to the replica, as this was a new system she created. After a few tense seconds, the dome opened and Fluttershy drove the Argo inside, emerging out of the water into an environment with a scary looking sky. Unlike most sectors, this place had an orange sky complete with a sun, and it looked almost apocalyptic.

“Holy shit…” Dash said looking around.

“Yep, this is it,” Pinkie Pie said, “The penultimate final area. This is… so EXCITING!!!”

“Place makes me feel strange,” Rarity said rubbing her arm, “Sector is different than others.”

“XANA is here,” Fluttershy said catching everyone's attention, “I feel him stronger than I've ever felt him before.”

Applejack looked up ahead and saw what looked like floating ground similar to Sector 5, “Fluttershy, Ah think that's where we need ta go.”

“Applejack is right,” Celestia said from the real world, “Any towers are going to be there. Disembark and I'll take control of the Argo.”

“Got it,” Fluttershy said driving the Argo to the floating ground. Upon closer inspection, the area looked almost like Sector 5, just inside out. The ground was blue green and metallic, and it was constantly moving around and shifting.

The five of them were transported out of the Argo, and looked around a bit.

“The Cortex,” Applejack said, “Basically XANA's home base.”

“I'll send all of your Tera-Bikes,” Celestia said as their vehicles rendered in front of their riders, “Since we don't know what to expect, all of you need to proceed ahead.”

“What about our ride?” Dash asked, “We kind of need that in order to bring Twilight home.”

“As I said, I'll be controlling it,” Celestia said, “Also, Spike will remain close to the ship and protect it from any threats.”

Spike, who was sitting on top of the ship, howled in confirmation.

“Alright then,” Applejack started up her Tera-Bike, “Let's go team!”

The five of them rode (flew in Fluttershy's case) deeper into the sector, which immediately came to life. Just like in Sector 5, the ground itself started moving in manners trying to smash them, but the sections were larger, and seemed to move in less random manners.

“Ahh!” Rarity screamed as one section came close to crushing her, “Girls, I don't think this is random!”

“It's XANA!” Fluttershy cried, “He's in direct control of this place!”

A section came down in between Rainbow Dash and Pinkie Pie, separating them.

“Dashie!” Pinkie Pie cried.

“Pinkie Pie!” Dash exclaimed, “Guys, XANA's trying to separate us!”

“You'll have to split up,” Celestia said, “Try and keep going in the general direction of the center, and no matter what, don't get hit.”

“Rendezvous at the center of the Cortex!” Applejack ordered, “We ain't movin on till all five of us are present! Fluttershy, try an' stay up high to avoid as many traps as ya can!”

“Understood!” Fluttershy said. The five of them all went in separate directions of the Cortex.


Tirek slammed Starlight against the wall and held her by the neck. Twilight gave a muffled scream.

“I gave you a better life!” Tirek said, “I kept you out of prison, and this is how you repay me?!”

“Twilight… isn't a tool!” Starlight wheezed, “She's… a human being…!”

“She's whatever XANA and I need her to be,” Tirek said, “From now on, we're keeping her locked up in the deepest part of the base under constant watch unless XANA needs her.”

“I… won't…” Tirek slammed her against the wall again cutting her off.

“You're not going to do anything!” Tirek said, “You were better off minding your own business, Starlight. But once I'm finished torturing you, you'll remember your place in Tartarus.”

Twilight looked down seriously, and then did something shocking. She stomped on the foot of one of the men holding her, and then shoved the other one into a wall. Tirek turned to her in shock, but Starlight kicked him in the crotch hard making him drop her.

“Twilight, come on!” Starlight said. Twilight ran over to Starlight, and the two of them ran out of the cafeteria.

“After them!” Tirek ordered. Tirek's men chased them through the halls as an alarm went off. Starlight was running in the direction of the scanner room, but three men ran in her way, forcing them to go into another direction. She led Twilight into a dark room with a laptop, and immediately barricaded the door shut.

“This is my private room!” Starlight said, “I'll set up a firewall to keep XANA out of here!” she ran to her laptop and typed on it, the screen turning red after a second. Starlight then ran over to Twilight, who was sitting on her bed crying, and tried to cut the bindings with her pocket knife. Unfortunately, she couldn't get through them at all.

“They won't budge,” Starlight said sadly, she then embraced Twilight tightly, “Don't worry honey. You're friends will get us out of this.”

There was a loud banging on the door. Since the door was metallic and barricaded shut, it would be a while before they could break it down, but they'd get through eventually.

“Please hurry,” Starlight prayed.


As Rainbow Dash drove through the constant slamming of the ground around her, she found a tunnel ahead, “Hey Eos, is that pathway safe?”

“It should be,” Celestia said, “It should put you around the area Rarity is.”

“Perfect,” Dash said driving through, “I'll catch up to her.”

Dash drove into the tunnel, which was probably the calmest area in the Cortex. When she emerged on the other side, she saw Rarity riding on a pathway above her. Up ahead, something very strange appeared right in front of Rarity. They looked like four green ninjas with white lights on their masks where the face would have been.

“Rarity, look out!” Dash shouted. She pulled out a kunai and threw them at the ninjas, but one pulled out a sword and blocked the attack. The other three jumped down to Rainbow Dash and used what seemed to be the Super Sprint to rush over to Dash and slash at her Tera-Bike. Thankfully she jumped out of the way, but they continued to sprint after her.

Rarity tackled the last ninja in front of her, instantly taking him out, and then drove to Dash's side, “Dash, brace yourself!” Dash nodded to Rarity and drove off ahead at top speed. Rarity pressed the diamond on her belt, “Limit Break!”

Rarity jumped off her Tera-Bike high into the air as her sword turned into a golden spear. She then threw the spear at the ninjas, creating an explosion that knocked them back. Their bodies broke apart, and Rarity landed on her bike and jumped down to Dash's side.

“Thanks Rarity,” Dash said.

“No problem,” Rarity said, “I think center is ahead.”

As they drove off, Fluttershy was having a hard time in her section of the Cortex. It didn't matter how high she flew, the ground seemed to always reach her, and sadly she had a limit to how high she could fly. After dodging too walls that tried to slam shut from the sides, she saw Pinkie Pie being chased by three ninjas.

Fluttershy flew down summoning her golden bow and pointed it at the ninjas, “Light Arrow!” she shouted, firing at the ninjas. The ninjas jumped away from the attack, and Applejack jumped out of a tunnel pointing one of her lasers at the ninjas. She pointed her gun at the ninjas and fired at all of them, killing all three. She rode next to Pinkie Pie and Fluttershy flew in between them.

“Thanks you two,” Pinkie Pie said.

“No problem,” Applejack said, “Fluttershy, we close yet?”

“I believe so,” Fluttershy said.

“Just keep going forward,” Celestia said from the real world, “You're getting close to what looks like the core.”

“Is that where we're going?” Pinkie Pie asked.

“I'd say that's a safe bet,” Celestia said, “The core actually reads almost like a tower. Fluttershy, you need to investigate this.”

“Right,” Fluttershy said. It took a minute, but they eventually they emerged from the pathway approaching the central area, which had a large black sphere suspended in the mid air. They stopped right in front of the bridge leading to the sphere. A second or two later, Rainbow Dash and Rarity rode out of another pathway, a team of four ninjas chasing them.

“Get inside the sphere!” Applejack ordered Fluttershy, “We'll keep them off of ya!”

Fluttershy nodded and ran inside the core while Rarity, Applejack, Rainbow Dash, and Pinkie Pie each engaged a ninja.

The inside of the core was a sphere like room with multiple platforms all around. Down toward the bottom Fluttershy saw a terminal much like what she'd access inside the tower. As Fluttershy walked forward, a section of the wall shot out toward her.

“Fluttershy, watch out!” Celestia shouted. Fluttershy looked behind her and jumped to the side just in time. She looked around and saw more sections of the wall shooting out toward her.

She took to the skies and flew down to the terminal, being careful to dodge the wall sections. Once she landed in front of the terminal, she hacked her way into the core.

“Miss Tia, this is generating the sector!” Fluttershy said.

“I'll move the Argo to the central area,” Celestia said, “Once that's done, I'll transfer Chrysalis, Jon, Luna, and Discord into Lyoko as well.”


“Alright,” Celestia said moving the Argo into position, “You all need to go to the Scanner Room.”

“Sister, will you be alright alone?” Luna asked.

“I'll hear your voices,” Celestia said, “I'll be fine.”

“Alright,” Luna said walking over to Celestia and taking her hand.

“Be careful in there,” Celestia urged. Luna nodded.

Discord walked over to Sunset and put his hand on her shoulder, “You ready?”

“Y-yeah,” Sunset said, “I guess I just feel odd being on this team.”

“What, worried about being on a team full of Lyoko veterans?” Cadance asked, “You'll be fine. Auntie Celestia wouldn't have put you on this team otherwise.”

“Just fight naturally, and you'll be okay,” Luna said walking over to the elevator, “Now then, shall we?”

The four of them took the elevator to the scanners, and Luna send a message to Celestia on her phone telling her that they were ready.

“Transfer Jon!” Celestia said as Discord walked into his scanner and elegantly bowed as it closed.

“Transfer Luna!” Celestia said, closing her scanner once Luna was inside.

“Transfer Chrysalis!” Celestia said, Cadance stepping into her scanner.

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

Discords avatar rendered on the super computer, “Scanner Jon!”

Next, Luna's avatar began rendering, “Scanner Luna!”

After that, Cadance's avatar rendered, which oddly still looked like her old avatar, “Scanner Chrysalis!”

Finally, Sunset's demonic looking avatar rendered, “Scanner Sunset! Virtualization!”

Celestia pressed the enter key, and the second team vanished from the real world.


Back in the Cortex, the girls were starting to have trouble against the ninjas.

Rarity clashed blades with her opponent and met him in a weapon clash. He managed to push her down and raised his blade to strike her, but a loud angry howl caught his attention. He looked up to see Spike jumping off the Argo. He turned into a razor wheel and knocked the ninja to the ground before landing next to Rarity.

Molodets Spike,” Rarity said petting the cybernetic canine. At the same time, the second team rendered into the Cortex and landed right in front the girls. Despite her disguise in the real world, Chrysalis' Lyoko form favored her old appearance, having long green hair, green bug wings on her back, and wearing a tattered and revealing black dress and high heels.

“Discord!” Pinkie Pie cried happily.

“Sorry I'm a little late,” Discord said jovially.

“Think y'all can take care of this,” Applejack asked.

“Hmph, please,” Luna said pulling out her rapier, “This is hardly a challenge. Chrysalis, you remember how to fight, correct?”

“Don't worry about me,” Chrysalis said licking her lips looking at her opponent, “I'll be fine.”

“Head to the real world!” Sunset ordered, “We'll handle this.”

“Lucky,” Dash said, “You get to work with the masters.”

“We have important job,” Rarity said, “Twilight is waiting for us.”

Fluttershy ran out of the sphere, “Guys, we're ready!”

“I'll send you all into the Argo for translation!” Celestia said. Fluttershy, Rarity, Rainbow Dash, Pinkie Pie, and Applejack all vanished into the Argo.”

“Translate Applejack!” Celestia said, Applejack vanishing from her cockpit.

“Translate Rarity!” Celestia continued as Rarity vanished from her cockpit.

“Translate Rainbow Dash!” Celestia said, Dash grinning in excitement as she vanished despite the situation.

“Translate Pinkie Pie!” Celestia said as Pinkie Pie vanished from her cockpit.

“Translate Fluttershy!” Celestia said, Fluttershy being the last one to vanish from the Argo.


In Tartarus base, soldiers were scattered all around the base frantic as the alarm went off. Five orbs of electricity converged in the middle of the base, and the five Lyoko Warriors materialized, all still in their avatar forms.

The soldiers all turned to them and pointed their guns at them, but Applejack stepped up first with her laser pistols and fired at them without hesitation. Anyone that she missed, Rainbow Dash used her super sprint to knock them back, and threw her kunai at them.

“Come on!” Applejack ordered. The five of them ran deeper into the base, Applejack and Rainbow Dash taking turns dealing with the human soldiers that got in their way. They reached a clearing where a small army of robotic soldiers waited for them.

The robots fired at them, but Rarity stepped forward and blocked their attacks with her sword and fired her shock wave, destroying a portion of them.

“Hey, do we know where we're headed?” Rainbow Dash asked.

“I'm afraid not,” Celestia said, “I don't know the layout of that base.”

“We'll manage,” Applejack said returning fire at the robots soldiers, “Pinkie Pie, can you use yer cat senses ta locate Twilight?”

“I can try,” Pinkie Pie said. As everyone stood in a circle around her, Pinkie Pie knelt down and pressed her ears to the floor, “I think I hear crying to the left of us, but there are a bunch of soldiers right outside.”

“I bet that's where Twilight is!” Fluttershy said. She fired a Light Arrow at the robots guarding the left path, destroying them and clearing the path, “Let's go!”

“Ah'll cover ya!” Applejack said. As everyone ran down the path, Applejack stopped at the door and pressed the apple shaped emblem on her belt, “Limit Break!” she got on one knee, created her shot gun, and charged up the laser to max, firing at the ceiling. The blast broke apart into tiny lasers that rained down on the robot soldiers, destroying them. Applejack then stood up and ran after her friends.


Tirek stormed into the scanner room, where a single scientist was currently maintaining it.

“I can't believe they're being taken out by a group of teenage girls!” Tirek fumed, “Translate me! I'll deal with this myself!” his phone vibrated, showing a message from XANA.

I can't get past Starlight's firewall. Twilight will have to be in Lyoko for me to possess her.

“Those girls won't stand in our way anymore after this,” Tirek said, stepping into the scanner. The scientist closed the scanner, connecting Tirek with his avatar, and immediately activated the translation program, sending Tirek deeper into the base.

In the middle of the remains of their robot army, a ball of electricity appeared, and a massive entity took form, creating a crater in the floor as he landed on cloven feet. He stood up and slowly walked through the base after the intruders.


Twilight was huddled in Starlight's embrace as the soldiers outside continued to bang at the door. Starlight petted Twilight's head comfortingly as the latter sobbed in her shoulders. Right outside, it sounded like a fight broke out.

“What the…?” Starlight asked. The door opened, and Twilight squinted her eyes in fear preparing for the worst-

“TWILIGHT!!!” five familiar voices cried out. Twilight look and saw five people she had wanted to see for ages.

Her friends…

Starlight immediately released Twilight and let her run into the embrace of her friends. She wanted so badly to tell them how happy she was to see them. Finally in her friends' embrace, and she couldn't even speak to them.

“What the hell is all of this?” Dash asked looking at the ropes.

“It's XANA's way of taking Twilight's rights as a human being when he's not in control,” Starlight said standing up, “Don't bother trying to cut them. The only way to release Twilight is to either let XANA possess her, or get her into Lyoko.”

“An' who are you?” Applejack asked, she and Rarity stepping forward with their weapons out, “One of XANA's cronies?”

Twilight pulled away from her friends and got in between them and Starlight, shaking her head frantically.

“Twilight?” Rarity asked.

“I think she's trying to tell us not to hurt her,” Fluttershy said, “Twilight, did this woman help you?”

“I tried to at least,” Starlight said, “The fact that you were able to get here tells me that Sunset was able to decipher my email.”

“Decipher… wait!” Fluttershy said, “You're Starlight, aren't you?”

Starlight smiled nodding, “I see Sunset told you about us.”

“Guys, I think she's cool,” Dash said stepping in between Applejack and Rarity, “She's practically one of us.”

“Why did ya help us?” Applejack asked.

“Because I hate XANA just as much as you all,” Starlight said walking over to her laptop, “He's a monster, and he has to be deleted no matter what. I've been working on a program designed to destroy anything that has XANA's IP address, but it isn't complete.”

“If you join our party, you can come with us and we'll help you finish it,” Pinkie Pie chirped. Starlight looked at Pinkie Pie with a confused frown.

“Um… join your party…?” she asked.

“Pinkie Pie's a huge gamer,” Dash said, “What she means is we want you to join our team.”

Starlight looked at Twilight, who was silently pleading her to come with them. Not just so she could help them destroy XANA, but because she was her friend. After a second, Starlight smiled and turned to her friends.

“I can see why Twilight spoke so highly of you girls,” Starlight said, “She has some really great friends,” Starlight pulled out a flash drive to retrieve a few files, pulled out the flash drive, and threw her computer onto the floor destroying it, “Better safe than sorry. Come on girls, I'll lead you to the scanner room.”

The group ran out of the room, but Rarity turned to the opposite direction and pulled out her sword.

“Everyone, behind us!” Rarity screamed. She held her sword out in defense, but was blown back as a blast of energy impacted her.

Rarity: 40% sync rate

“Rarity!” Applejack cried. The group turned to see something terrifying walk up to them. It looked like a monster. It had a humanoid build, standing at close to ten feet tall, it had an extremely muscular human upper body, but it's lower body was covered in black fur and had large cloven feet. The large creature had really long wild red hair, and two black bull horns on the side of their head.

“STARLIGHT!!!” the being shouted, his voice booming.

“Penultimate boss?” Dash asked Pinkie Pie pulling out a kunai.

“Penultimate boss,” Pinkie Pie replied, getting on all fours.

“I should have killed you when I had the chance!” Tirek shouted walking forward, “That's a mistake I won't make again!”

“Starlight, ya know who this guy is?” Applejack asked.

“Unfortunately, he's my former boss, Tirek,” Starlight said, “He's translating himself here using our computer.”

Tirek slammed his fists on the ground, creating a large shock wave that knocked everyone back, but Rarity jumped into the air just in time.

Applejack: 30% sync rate

Rainbow Dash: 40% sync rate

Pinkie Pie: 30% sync rate

Fluttershy: 20% sync rate

Twilight gave a muffled scream, but then looked up as Tirek loomed over her. He reached out to grab her, but Rarity landed on top of him and stabbed him with her blade.

Tirek: 80% sync rate

“Twilight, come over here!” Fluttershy commanded, standing next to Starlight, Pinkie Pie, and Applejack. Twilight ran into Fluttershy's embrace as Rarity jumped off of Tirek and landed next to Rainbow Dash.

“We'll take on this guy!” Dash said, “You get to the scanners!”

Applejack nodded, and she, Fluttershy, Twilight, and Starlight ran to the scanners. If Twilight could fight, she'd probably be able to take Tirek on herself, but right now there was nothing she could do. If they lost, they were screwed.

Believe in them. They'll get us out of this.


Back in the Cortex, Sunset, Discord, Chrysalis, and Luna were still engaging the ninjas, who were surprisingly really good one on one. At some point in, XANA had also summoned other minsters to aid him, so there were tarantulas and krabs scattered all around.

Sunset was kicked back by the ninja she was fighting, and then turned to the side to see Chrysalis ducking and dodging attacks from the ninja in front of her along with an assault from two tarantulas.

“Hey, need a hand?” Sunset asked.

“I'm fine, don't worry,” Chrysalis said. At first Sunset was curious, as her form didn't seem to have any weapons or powers, but then she did something a little odd. She jumped over the ninja, stepping on his head, and then lunged over to one of the tarantulas, biting into it's neck.

Her wings flapped quickly as she seemed to absorb some sort of green energy from it, and she then flew away, actually morphing into a tarantula. She pointed her new blasters at the two monsters killing them immediately, and she then turned to the two ninjas and fired at them.

When they were knocked back, Sunset grabbed one ninja by the arm, pulled him down actually sitting cross legged on his back, and seemed to pull his arm out of socket while stabbing him with her laser sword/whip. The ninja broke apart devirtualizing. At the same time, Chrysalis finished off her opponent, and walked over to Sunset, shifting back to her normal appearance.

“Your avatar is interesting,” Sunset said, “Some sort of changeling I guess?”

Chrysalis nodded, “I can load a single monster form onto my avatar and transform into it. Unfortunately, like this I'm virtually helpless, but I know how to get out of trouble.”

Behind them, Discord and Spike were dealing with three krabs that took turns firing at them. Spike jumped to the side and threw a fireball at the krab in the middle, but the other two returned fire knocking Spike to the ground.

Spike: 60 HP

Discord threw a card at the krab on the right, hitting it right on the XANA symbol for an instant kill, and then rolled over to Spike helping him up.

“You okay?” Discord asked Spike, who barked in confirmation, “If you get too hurt, fall back, okay?”

Spike lowered his head as if to nod, and then turned to the final krab launching a fireball at, followed up by Discord throwing three cards at its head, destroying it.

Currently Luna was fighting two ninjas at the same time, but didn't seem to be having too much of a time. In fact, she managed to twist them in ways forcing them to fight each other on more than one occasion.

“This is starting to bore me, Tia,” Luna said, “Are the girls almost done with their part?”

“Almost,” Celestia said, “They've found Twilight and are taking her to the scanner room.”

“Excellent,” Luna said with an arrogant smirk, “I'm ready for a real fight.”


Applejack, Fluttershy, Twilight, and Starlight burst into the computer room, where there were currently three scientists monitoring the computer. Applejack looked closely at their eyes, and was saddened to see they didn't have the XANA insignia in them.

“Nothin personal,” Applejack said putting her two pistols together to form her shotgun, “Ah can't have none of y'all rememberin my face though.”

She then proceeded to walk through the place firing at all of the scientist, sadly killing all three of them. Twilight gave a muffled scream and turned away, leaning into Fluttershy's shoulder.

“I'm sorry Twilight,” Fluttershy said, “But Miss Tia said we have to, otherwise they'll find us back home.”

“It's a real shame you girls have to do this,” Starlight said walking over to the computer, “You're still kids, and you had to basically become soldiers.”

“We'll all get therapy after we save the world,” Applejack said putting her guns away and walking over to Twilight, “It'll be over soon, Twilight. You'll be back home in no time.”

“Shit!” Starlight swore, catching everyone's attention.

“What's wrong?” Fluttershy asked.

“It's XANA!” Starlight said, “He's-” the security alarm went off, and the doors sealed shut. At the same time, a gun mounted security camera turned in the direction of Twilight, Fluttershy, and Applejack, targeting Twilight. Starlight noticed that and shot up from her seat, “Look out!”

The gun fired at Twilight, but Starlight pushed them out of the way just in time, unfortunately taking the shot in the chest herself. Twilight cried out Starlight's name through the rope gagging her, and Fluttershy quickly turned to the camera firing at it with her light arrows, destroying it.

“Starlight!” Applejack cried running to her and Twilight's side. It looked like the bullet sadly got her in the heart, and it wouldn't stop bleeding.

“Twi… light…” Starlight breathed out.

“Yer gonna be okay,” Applejack said, poor Twilight breaking down, “If we get ya in the super computer, we can-”

“No Applejack…” Starlight said, “I'm not… in any condition… to virtualize… You have… to leave me here…” Twilight shook her head, clearly saying no, “Twilight honey… I'm sorry… this… is as… far as… I go…” she reached into her shirt pocket and pulled out her flash drive, putting it in Twilight's shirt pocket, “That… has the anti… XANA program… It's not… complete… but… if anyone can finish it… I know you can…”

Twilight shook her head and leaned into Starlight's embrace crying as the older woman petted her head like always to comfort her.

“In the… short time… we knew… each… other… you became… like… a little sister… to me…” Starlight continued, clearly beginning to fade, “I… love you… Twilight… Sparkle…”

Starlight's body became lifeless. Twilight sat up looking at Starlight, and shook her a few times to wake her up. Upon realizing that she was actually dead, Twilight broke down completely, screaming as loud as she could. Applejack lowered her hat over her eyes, and Fluttershy walked over to Twilight embracing her.

“Twilight, we have to go,” Fluttershy said sadly, “I know you're hurt, but if we get captured here, Starlight's sacrifice would have been for nothing,” she helped Twilight to her feet and guided her to the scanner, and then sat down at the computer, “XANA is probably going to possess Twilight the second she's in Lyoko. Miss Tia, can you translate me back into Lyoko as well?”

“Yes, but what about the scanner?” Celestia asked.

“Ah can destroy it,” Applejack said, “Ah think my shotgun can charge up enough to blow this thing ta pieces once Twilight's in Lyoko.”

“Transfer Twilight,” Fluttershy said closing the scanner, “Scanner Twilight. Virtualization.”

Fluttershy pressed the enter key, and Twilight vanished from the scanner in a bright light. A second later, Fluttershy turned to static and vanished from her seat. Applejack walked over to Starlight's body, taking her hand.

“Thank you fer takin care of my best friend,” Applejack said, “Ah won't ferget what you did fer us.”

She walked over to the scanner, pointed her shotgun at the machine, and fired her strongest blast at the machine, not only destroying the scanner, but the keyboard and screen as well. As it exploded, Applejack turned to static and vanished from the real world as well.


At the same time, Tirek grabbed Rarity by the neck and was about to crush her when his body started phasing in and out.

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

“Looks like they managed to destroy the scanner!” Pinkie Pie cheered.

“And since you used the scanner to translate into the real world, you're being booted right back to Lyoko,” Rainbow Dash said sticking her tongue out at Tirek, “Sorry asswipe, you lose this round.”

Tirek screamed in rage as his body vanished, causing poor Rarity to fall on her butt. Pinkie Pie helped her up.

“I think that's our cue to head back to Lyoko as well,” Rarity said.

“Eos, you here that?” Dash asked.

“I did. I'm bringing all of you back now,” Celestia said. A second later, the three of them turned into static and vanished from the real world, transferring back into Lyoko.


In the Cortex, Twilight rendered and was dropped a bit away from the Argo. Thankfully no longer bound, she looked around at the fight, horrified to see how many monsters there were. Krabs, tarantulas, mantas, and even creepers, at least fifty of each kind.

Before Twilight could do anything, red electricity engulfed her.

“X-XANA…!” Twilight said before her will was completely overshadowed by the malicious computer virus, “I hate you!” XANA seethed getting up and walking over to the fight, “I hate ALL OF YOU!!!”

XANA unleashed all of Twilight's power at once, sending a white wave out to damage all of the Architects and Sunset.

Discord: 20 HP

Chrysalis: 10 HP

Luna: 30 HP

Sunset: 20 HP

As Discord stood up, Tirek rendered into Lyoko and dropped down behind him. Discord turned around and did a sudden back flip out of the way as Tirek slammed his fist on the ground.

“Now is that any way to treat an old friend?” Discord asked.

“You're no friend of mine,” Tirek said, “You're nothing but a lowly traitor, just like my brother!”

“I'm sorry, but if I had to choose between working for you and being paid millions of dollars or working for Celestia and being surrounded by gorgeous women for the rest of my life, I'm going to choose the women.”

Tirek growled in anger and threw a punch at Discord, instantly devirtualizing him.

Discord: 0 HP


Discord emerged from his scanner sitting on the floor, his eyes spiraling almost like a cartoon character.

“You know, I think he's still angry about ten years ago,” he said, sounding dizzy.

After collecting himself, he took the ladder up to the computer room, where Celestia jumped out of her seat and ran into his arms.

“Jon! Are you okay?” Celestia asked.

“I'm fine Tia, really,” Discord said, “Are you sure about going in there though?”

“Those girls can't beat Tirek,” Celestia said, “I don't know if I can beat him, but I can at least try. I can't run away from him anymore,” Celestia pushed past Discord going to the elevator, but Discord grabbed her hand stopping her, “Jon-”

Discord turned Celestia around and kissed her, softly and tenderly. After a second, Celestia wrapped her arms around him as they kissed.

“I've been wanting to do that since you came back,” Discord said.

“Jon…” Celestia said blushing. Discord chuckled.

“Please love, call me Discord,” he said with a friendly yet mischievous smile. Discord pushed Celestia into the elevator with a light pat on the butt, and then walked over to the computer. Celestia couldn't hold in her smile as it closed. Discord wasted no time setting up the transfer procedure.

“Transfer Celestia! Scanner Celestia! Virtualization!” Discord said, pressing the enter key and sending her into Lyoko. It felt better letting his emotions out. The only reason he waited so long was because she was dating his best friend. At this stage though, he didn't think Sombra would have minded if he decided to take care of Celestia.

She was absolutely lovely after all. Someone had to take care of her.


In the Cortex, Celestia rendered and dropped down behind Tirek, and fired a Sun Burst at him, knocking him to his knees.

Tirek: 70 HP

“Luna, I need you!” Celestia asked. Luna kicked the ninja she was fighting to the ground and smiled arrogantly.

“It's about time!” she said, using her Super Smoke to fly over to Celestia's side, standing back to back with her looking at Tirek, “Glad you decided to join in on the fun.”

“What can the two of you hope to do?” Tirek asked, “It's not like you can actually defeat me!”

“You'd be surprised what the light and darkness are capable of when they work together,” Luna said. She charged at Tirek and slashed with her sword, but Tirek moved out of the way of her assaults. At the same time, Celestia built up energy balls in her hands and threw them at Tirek, timing them perfectly with Luna's moves.

The Lyoko Warriors all transported out of the Argo, but Rainbow Dash took a white energy blast to the back.

Rainbow Dash: 30 HP

Pinkie Pie turned to XANA and ran over to her rolling into a ball to tackle her, but she flipped to the side out of the way and threw her another energy blast, this time at Fluttershy. Thankfully both Applejack and Rarity blocked the attack for her.

Applejack: 75 HP

Rarity: 75 HP

“If I can just stop you from deactivating the tower, my plans will be salvaged,” XANA said sauntering forward.

“Too bad ya can't stop us from deactivatin that tower,” Applejack said, “Fluttershy, go!”

“Right!” Fluttershy said, taking to the skies and flying off. XANA fired a small blast at Fluttershy, but Sunset flew in the way blocking with her laser sword/whip.

Sunset: 80 HP

“I'll cover you!” Sunset said to Fluttershy. The two of them flew off together, and XANA screamed in frustration.

“SUNSET SHIMMER!!!” XANA screamed, “You're not going to keep standing in my way!”

Rarity charged at XANA and slashed with her sword, but XANA moved out of the way and kicked her back. She then turned to Rainbow Dash as she jumped in the air with a kunai, and threw an orb of energy at Dash, knocking her to the ground.

Rainbow Dash: 0 HP

Pinkie Pie rushed over to XANA, and instead of tacking her with a Homing Attack or something, actually started slashing at her ferociously. XANA flipped away from Pinkie Pie, but took a shot from Applejack in the back.

Twilight: 70 HP

XANA spun around building up energy, leaned all the way back, and launched to laser beams at Applejack and Pinkie Pie. Pinkie Pie managed to roll out of the way, but Applejack wasn't so lucky and fell back.

Applejack: 0 HP

XANA held out her hand, materializing what looked like a black and red Tera-Bike with sharp edges and the XANA symbol on the wheels. She took off leaving a blood red trail behind her. Pinkie Pie was about to run after her, but three krabs fired in her way stopping her.

“Rarity, I can get past these guys in time!” Pinkie Pie called out, “You and Spike need to go after XANA!”

Rarity nodded and whistled, “Spike! Ko mne!

Spike howled and ran over to Rarity's side. He knelt down, and Rarity got on his back. Spike took off at high speed, being careful to avoid the still active traps of the Cortex. Once they were close to XANA, Rarity pointed her sword forward.

Fas!” Rarity commanded. Spike opened his mouth and launched a fireball at XANA, who swerved out of the way, “Chyort!” Rarity swore. She saw a section of the Cortex about to slam into her and Spike, but Spike quickly threw Rarity off his back, taking the attack himself.

Spike: 0 HP

“SPIKE!!!” Rarity cried, praying and hoping his data was retrieved. She shook it off and proceeded on foot, thankfully able to dodge the Cortex's more vicious traps.

XANA fired white energy beams at both Fluttershy and Sunset, knocking both of them out of the sky a bit in front of the tower.

Sunset: 30 HP

Fluttershy: 40 HP

XANA rode in front of the tower to block their pathway and got off the Tera-Bike.

“If either of you try to fly away at this range, you'll be wide open for me to attack,” XANA said, “There's no way for you to get past me.”

“Don't underestimate us!” Sunset said as both she and Fluttershy rose to their feet, “You're not as perfect as you think you are.”

“I AM PERFECT!!!” XANA screamed in rage, “I AM THE PINNACLE OF EVOLUTION!!!”

“If you're so perfect, how come you're being beaten by a group of teenagers?” Sunset taunted. XANA turned to Sunset and charged up her energy beam. Right as Fluttershy tried to slink past though, XANA pointed her other hand at her.

“Nice try Sunset Shimmer,” XANA said, “But I've begun to understand how you function. You wish to use my hatred against me, and cause me to lose focus so Fluttershy will be able to get into the tower behind me.”

Sunset laughed, “Nope. I want you to monologue about how you think you figured me out so you won't notice the attack coming.”

“What atta-” XANA was cut off as Rarity's shock wave hit her in the stomach.

Twilight: 20 HP

Fluttershy took that as her chance to fly over XANA, flipping in the air, and landing in front of the tower. XANA fired at her continuously, but she ducked, swerved, and dodged all of the attacks as she phased into the tower.


The interior of the tower was a little different than what Fluttershy was used to. The walls and platform were all red. Still, she ran to the center of the tower and allowed herself to be lifted to the platform above her.

She walked over to the control panel and attempted to hack into the tower's security, but was shocked to see that she was locked out. That had never happened before.

“Oh dear…” Fluttershy said nervously, “This isn't good at all.”


“Hmph, it's no matter,” XANA said turning to Sunset and Rarity, “She won't be able to deactivate that tower anyway. You see, unlike all of the other towers, I'm registered as the security system here. So Fluttershy can't access the tower.”

Rarity charged at XANA with her sword, but XANA grabbed the blade and threw Rarity to the side. Sunset turned her blade into its whip mode and slashed XANA, but she moved out of the way and fired a small but quick beam just to knock Sunset onto the ground. While she was on the ground, XANA stepped on one of Sunset's wings, and then grabbed the other one, pulling it off her back.

No! Sunset!

“I've had it up to here with you, Sunset Shimmer!” XANA said as Sunset screamed in pain, “I'm putting an end to our relationship!”

Stop it! XANA, don't do this!

XANA grabbed Sunset by the hair and dragged her over to the edge of the sector, “This is something I've wanted to do for a long time. Ultimately, I wish to do this to all of you, but you're a nice start.”

Don't kill her, XANA! Please, I'm begging you!

“I wish you could hear her,” XANA said holding Sunset over the edge, “She's frantic right now. It doesn't help that I already killed Starlight Glimmer.”

“Starlight… is dead…?” Sunset asked, clearly shocked.

No… No…! No!

“She died a pitiful death,” XANA said, “A mere bullet to the chest. It's a shame that you're not even granted that luxury. Now, JOIN THANATOS IN OBLIVION!!!”

NO!!!!!

Something odd happened at that moment. XANA was engulfed in purple electricity, and she screamed in pain. She released Sunset, who had to hold onto the ledge of the sector as XANA held her head in pain.

“W-what… are you… doing…!” XANA shouted. A second later, XANA's expression completely changed and she ran over to Sunset grabbing her hand right before she lost her grip.

“SUNSET!!!” Twilight screamed.

“T-Twilight…?” Sunset asked, “You… forced control?”

“I'll help you up! Just hold- AHH!!!” she was engulfed in red electricity as XANA took over again, “I don't know how that happened, but you won't- AUGH!!!” XANA was engulfed in purple electricity and Twilight forced control again, “You're not going to kill her, XANA! I won't let you do this! AHH!!!” XANA took over again, “You can't stop me, Twilight Sparkle! No one can stop me! HAH!!!” Twilight took over, “Watch me! Sunset, I'm sorry for this!” Twilight charged up her strongest attack and fired it at Sunset, destroying her avatar.

Sunset: 0 HP


The scanner opened, and Sunset fell to the floor unconscious.


XANA or Twilight, Rarity couldn't tell which one was in control at the moment, was writhing on the ground screaming in pain as red and purple electricity engulfed her.

“You realize that just helped me, right?” XANA asked Twilight, “Now that Sunset, the one who most likely had the program they needed to rescue you, is out of Lyoko, you're mine forever!”

“Maybe so!” Twilight said, “But at least I can make sure no one else can get hurt by you!”

“You're the one with the program needed to destroy me! Without that, I'll live on forever!”

“No you won't! My friends will find a way to destroy you! I know they will!”

Rarity nervously pulled out her blade looking at Twilight and XANA fight for control of her body.

“Hurry Fluttershy…” Rarity pleaded.


After being locked out for the tenth time, Fluttershy tried a slightly different approach, this time pressing the butterfly crystal on her necklace. Using her source code, she forced her way into the security. It was dangerous, and the feedback was really intense, so much that she fell back onto the floor. However, when she looked up, she saw that the keyboard had vanished, replaced by a touch screen.

Fluttershy forced herself to her feet, and slammed her hand on the touch screen.

FLUTTERSHY

CODE

LYOKO

“Tower… deactivated…!” Fluttershy breathed out, falling to the floor in exhaustion. The coding on the walls slowed down, and fell into the abyss below her.


Outside, XANA stood up and was about to fire at Rarity, but stopped flinching in pain. It looked like she couldn't move for some reason.

“W-what?!” XANA cried, “Why…? I… can't move…!” she turned next to her and saw the tower's aura had changed from red to blue, “NO!!! HOW DID SHE-” XANA stopped as Rarity thrust her sword into XANA's stomach, “Y-you…”

“Anti-virus wasn't put in Sunset's weapon,” Rarity said glaring at XANA with sheer hatred, “It was put… in mine.”

“Why… did they pick…” XANA asked.

“One, you wouldn't expect it. Two, my weapon is strongest physically. And three,” she got close to XANA's ear, “I believe Americans call it poetic justice.”

XANA staggered away from Rarity, and then screamed in pain as Twilight's entire body was engulfed in red electricity, this time flowing out of Twilight.


Closer to the core, Tirek looked up and saw the red stream of electricity flowing up into the sky.

“What in the world is that?!” Tirek asked.

“That's the symbol of your defeat,” Celestia said. She, Luna, Chrysalis, and Pinkie Pie stood in a circle around Tirek.

“It looks like Rarity and Fluttershy succeeded,” Chrysalis said, “All that's left is to take you out.”

“And since you've lost your connection to the real world,” Luna said, “Let's just say this isn't going to end well for you. Pinkie Pie, would you like to do the honors? You're the only one who'll gain experience points from this anyway.”

Pinkie Pie's ears bent backwards as she glared at Tirek with a dangerous expression, “Limit Break…!”

She pressed the balloon emblem on her collar, and rolled over to Tirek, slashing wildly at him with everything she had. After a few seconds, she kicked Tirek into the air, jumped after him, and then rolled into a ball again spinning on him for extra damage. When Tirek fell to the ground, Pinkie Pie looked at him as his body broke apart.

“I've never hated anyone as much as I hate you,” Pinkie Pie seethed, tears of anger falling from her eyes, “I hope you rot in hell for what you did to Twilight and Celestia.”

“Those eyes…” Tirek said, “They… hurt…”

His body completely broke apart, not merely devirtualized, but deleted. Pinkie Pie fell to her knees, and cried softly as Chrysalis walked over to her and embraced her.


When the electricity left, Twilight stood at the edge, now in her regular avatar. Instead of falling forward though…

She started falling backward.

“TWILIGHT!!!” Rarity screamed running to catch her, just missing her hand, “NYET!!!!

As Twilight fell to the Digital Sea, Fluttershy flew down to her, grabbing her just in time and carrying her bridal style back to the surface. When she landed, Fluttershy sat on the ground resting Twilight's head in her lap as Rarity ran over to her.

“She will be alright, dah?” Rarity asked.

“I believe so,” Fluttershy said, “Let's bring her home.”


A few minutes later, everyone was pulled out of Lyoko. Thankfully Twilight could now be scanned by their super computer, so it was easy materializing her. As the scanner worked, everyone gathered around the scanner, anxious to see if Twilight was okay.

The scanner opened, and Twilight was sitting elegantly in the scanner, eyes closed, and thankfully no longer bound. Applejack slowly smiled in relief, Rarity covered her mouth in shock, once again looking like she was going to cry. Rainbow Dash and Pinkie Pie couldn't contain their happiness, and hugged each other laughing happily. Luna closed her eyes smiling. Cadance actually fell back against a wall in relief. Discord took off his hat and wiped his forehead smiling, and Celestia next to him closed her eyes as tears of joy streamed from her eyes. Sunset, still looking exhausted as she had just woken up, smiled peacefully leaning against a scanner.

Fluttershy was trembling, holding her hand to her mouth trembling as tears built up in her eyes. Twilight stirred and slowly opened her eyes, looking at everyone in shock.

“Everyone…” Twilight said, “Is this… real…?”

Fluttershy couldn't contain herself. She broke down completely embracing Twilight.

“Welcome home… Twilight.”

Ending Theme: Can't Fight the Moonlight

Author's Note:

I was planning on only having four arcs, but recently I watched a video that put something in perspective concerning a certain character, which helped me figure out what to do with a few character's I've wanted to put in the story. So this chapter marks the end of the Twilight Arc, but the next chapter will mark the beginning of what is essentially the Evolution part of my story.

Don't worry, it's still animated (unless you want to envision it live action) and yes it will have a definite conclusion.


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