• Published 13th Jul 2015
  • 9,306 Views, 1,021 Comments

Code Lyoko: EG - Azure Sandora



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

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28: XANA Strikes Back

Author's Note:

I'm going to try and describe them to the best of my ability, but just know that essentially, this is the look I'm choosing for the Dazzlings in this story. With a minor adjustment on Sonata's look, this is basically what they look like.


Please check out my patreon if you enjoyed this and wish to help fund my campaign for world domination.

Theme Song: A Word Without Danger

28: XANA Strikes Back

What has happened to me…?

In a diner, a single teenager in a dark red hoodie sat alone, listening to the patrons around them talk. Nearby there was a couple arguing, but the figure paid them no real mind.

I was perfect… Flawless… Everything had gone according to my plans… And yet, somehow… I failed…

The hooded figure sat up and walked out of the diner, putting their hands into their jean pockets, going deeper into the night lit town.

She was in my control… I had her spirit broken… yet she was able to break free…

How…? Her body was mine… She shouldn't have broken through…

At the edge of town, another hooded figure was throwing pebbles in the lake. This figure wore a dark green hoodie, and based off how they were throwing the pebbles was furious about something.

Yet somehow… someway… she was capable of controlling ME…

Is it that… she has something that I do not…?

Is she in someway… superior to me…?

The green hooded person threw one last pebble, and then turned to walk back to town.

What has happened to me…? What are these new thoughts…? These new… feelings…?

Am I… afraid…?

A final hooded figure, this one wearing a purple hoodie, stopped walking to look up at the Everfree Mansion.

Could it be that in my attempts to break your will… you somehow managed to break mine…?

You… a mere human… were capable of breaking me…

Of making me question my own programming…?

The purple hooded person shuddered a bit from the cold, and then walked off hugging themselves.

You have given me something… you and your friends have altered me…

But the question is… do I look at this as a blessing… or a curse…?

The three figures walked toward a single meeting point in the center of Canterlot. Once they met, the one wearing the dark red hoodie hugged the purple hooded tightly. After returning the embrace, they both turned to the green hooded figure, who nodded. They both gave her a high five and proceeded the rest of the way together, the purple hooded figure in the middle.

My plans will proceed regardless… but I cannot ignore these changes…

I must understand you… I must know what it is that you possess…

What makes you superior to me…

The three figures stopped in front of a gate and looked up. The three of them all lowered their hoods, revealing three of the most extravagant looking hairstyles anyone had ever seen.

It is for this reason, that I will change my tactics…

If I cannot defeat you in my world… then I shall simply have to engage you…

In yours…

The one in the center tightened her fists, glaring at the location of her sworn enemy.

Canterlot High Boarding School…


The next day, a single blue car drove up to the school. Inside was Twilight and her older brother, Shining Armor.

“Are you sure you want to go back to school now?” Shining Armor asked his still very somber and sensitive little sister.

“I have to,” Twilight said, “I want to be near my friends. Also, there's something that… I have to do.”

Shining Armor sighed, “You still haven't told me what happened to you. I'll be honest, I don't believe for a second you were in France.”

“I…” she so wanted to tell Shining Armor where she was; that for the last month and a half she was in a secret government facility being held against her will, but would he believe her? He might actually, as Cadance had told Twilight that Shining Armor knew about Tartarus.

But if he knew, he'd freak out. He'd probably insist that she leave the school, that she stop fighting XANA. But she was the only one who could finish the anti-XANA program that Starlight Glimmer created.

Starlight…

“Whenever you're ready to talk, I'll listen,” Shining Armor said hugging Twilight tightly, “You don't have to deal with it alone. You have me, Cadance, Celestia, and Luna with you.”

“I know…” Twilight said tearing up a bit, “Thank you Shining Armor. I love you.”

“I love you too, Twilie,” Shining Armor said before reluctantly letting her go. Naturally she'd be returning to the dorms, which Cadance had to help her in terms of convincing Shining Armor that was okay. He didn't know what was going on, but he could probably tell that she was doing something extremely dangerous.

She exited the car and began walking to the school. As she walked, she pulled out Starlight's flash drive, which she hooked to the end of her phone so she wouldn't ever forget it. Once she got to her dorm and had her computer set up, she'd transfer all the important files onto it and the super computer so she could work.

When she approached the gate, she saw three new students getting a tour of the school by Miss Harshwhinny. They were dressed in probably the fanciest, but coolest clothes Twilight had seen in a while.

One was Caucasian with really long blue hair with dark blue stripes tied in a high pony tail. She had light purple eyes made up with blue eye shadow, and wore a dark red blazer like jacket over a pink top, pink mini skirt, black fishnet stockings and black leather high heeled boots. She was the bustiest of the three, about as big as Rarity, and looked to be the most cheerful one.

The girl on the opposite side of her had darker skin, and had long purple hair with green highlights tied in two long twin tails with spiked hair clips. Her eyes were dark purple, and she wore purple eye shadow, white top, green vest with torn sleeves, six purple belts on her arms: three on each, purple jeans, and dark brown boots with a small two inch heel. Unlike her more cheerful companion, she had her arms folded and looked bored out of her wits, and had a more athletic figure that was still really hot.

Finally, the one in the middle was Caucasian like her cheerful friend, and had the most impressive mane of orange and yellow hair that had to have taken hours to style. Her eyes were almost red, and she wore orange eye shadow, dark purple corset top, short light purple jacket, dark purple short shorts, light purple stockings with stars on them, dark purple ankle boots with golden high heels, and a golden belt with an emerald shaped emblem in the center. Though not as busty as her blue haired friend, she exuded the most sex appeal overall out of the trio. As she took in whatever Harshwhinny was telling them, her expression was virtually unreadable.

But for some reason, Twilight couldn't take her eyes off of them, most of all the one in the center.

The dark skinned girl turned to look right at Twilight, and then tapped her two friends on the shoulders to get their attention. Harshwhinny also turned to Twilight in shock.

“Twilight? You came back earlier than I expected,” Harshwhinny said walking to Twilight with the three students.

“Y-yeah,” Twilight said, “I, uh… finished things in France, and well…”

Harshwhinny nodded, “It's truly a pleasure having you back. Oh, I'd like you to meet-” she was cut off by the three girls sauntering past her toward Twilight, the one in the middle swaying her hips with each step.

“So you're the famous Twilight Sparkle,” the girl in the middle said. Twilight was a little taken aback by how deep and alluring her voice was.

Why was she trembling looking at her?

“I-I-I am…” Twilight said nodding. She was going to try and back away, but her two companions circled behind her.

“I'm Adagio,” the orange haired girl said, “These are my sisters; Sonata,” she motioned to the busty blue haired girl.

“Hello there,” Sonata said, her voice a little chirpy, but pleasant sounding with a British hilt.

“And Aria,” Adagio continued, motioning to the third dark skinned girl, who just nodded her head up with a stern expression.

“Sup?” Aria said, her voice sounding similar to Dash's, but slightly deeper and tougher.

“It's… a pleasure to meet all of you,” Twilight said, trying to calm her racing heart. She held out her hand, and Adagio took it, looking deep into Twilight's eyes. Adagio's perfume invaded Twilight's senses, once again making Twilight's heart pick up.

“The pleasure is all ours, Twilight Sparkle,” Adagio said, smirking in a way that was both sensual, and almost sinister. Something about that look was so familiar, almost like-

No… It couldn't have been…

“Miss Harshwhinny, we should finish the tour,” Adagio said letting go of Twilight and turning back to the teacher.

“Yes. Twilight, I'm looking forward to seeing you in History,” Harshwhinny said.

“R-Right,” Twilight chirped, “Looking… forward to seeing you too…” she jumped as Sonata and Aria bushed past her, and the three of them sauntered away after the teacher. Sonata even turned around and waved seductively to Twilight.

“What in the world…?” Twilight asked, “Are those three…?” she jumped a bit again as someone wrapped their arm around her shoulder.

“Wow Twilight, I know I'm awesome, but you should be used to my overbearing presence by now,” a familiar Rainbow haired girl said with a smirk.

“Rainbow Dash!” Twilight cheered, turning to her friend and embracing her. She looked behind Dash and saw Applejack, Pinkie Pie, Rarity, and Fluttershy also there smiling at her, “Everyone!”

Pinkie Pie was the first one to run up to Twilight and hug her, actually lifting her up a bit.

“I'm so excited! You came back!” Pinkie Pie said, “The whole gang is back together!”

“Ah'll say,” Applejack said as the rest of them gathered around, “It jus' ain't the same here without ya.”

“Sunset did good job standing in for you,” Rarity said, “But no one could replace you on team.”

“Um… Twilight,” Fluttershy said softly, “I… um… well…” Twilight couldn't contain herself. She locked fingers with Fluttershy and kissed her, much like how Fluttershy did to her the first day she was released from Lyoko.

“Whoo!” Dash cheered, “Is it just me, or did the temperature suddenly go up here?”

“And jus' like that, all's right in the world,” Applejack said.

“I've wanted to do that for the longest time,” Twilight said looking into Fluttershy's eyes.

“You did…?” Fluttershy asked.

“You're my angel, Fluttershy, now and forever,” Twilight said lovingly. Fluttershy was wide eyed, but soon broke down completely and pulled Twilight into another passionate kiss.

“Damn, I missed the big reunion, huh?” another familiar voice asked. Twilight released Fluttershy to see Sunset Shimmer walking up to them, now sporting a light blue and yellow dress shirt under her black leather jacket, blue jeans, and black boots.

“Sunset, I…” Twilight said, suddenly feeling a little guilty remembering how Sunset felt about her.

“Hey, it's fine,” Sunset said waving it off, “I had a feeling you'd pick Fluttershy in the end. I'm just happy to see you're alright.”

Twilight smiled at Sunset, thankful that she understood.

“Looks like everything is going back to normal,” Rarity said as they seven of them walked into the school, “Celestia also came back to work.”

“She did?” Twilight asked.

“We were shocked too,” Dash said, “She said she didn't feel right sitting around doing nothing while we did all the fighting.”

“Speaking of fightin,” Applejack said, “Ah hate ta be the one ta bring up the elephant in the room, but any news on he-who-must-not-be-named?”

“He's gone dark,” Sunset said, “I checked the super computer for any signs of him. Sure, I saw a kankrelat or two running around, but beyond that, nothing.”

“He lost big last time,” Rarity said, “Maybe he's given up?”

“Nope, that's not going to happen,” Pinkie Pie said, “That never happens in video games. That last fight was meant to mislead us into thinking we won. Besides, we got experience points from the last battle.”

Sunset pinched the bridge of her nose, but Twilight laughed. She missed Pinkie Pie's video game comparisons.

“But what could XANA really do now?” Dash asked, “We got Twilight back, we saved Principal Celestia, and we took out Tartarus. Honestly, I think XANA lost.”

“We can't count him out yet,” Sunset said, “He still has over a hundred replicas out there plus a growing army of robot soldiers. With what we know about Lyoko and how it connects to the real world now, we can assume XANA has big plans.”

“What we know about Lyoko?” Twilight asked.

“Right, you don't know yet,” Applejack said, “Turns out, Lyoko is connected ta somethin called the… what was that thing Cadance explained?”

“The Holographic Universe Theory,” Dash said suddenly, catching everyone's attention, “What? I didn't understand any of what she said, but I remembered it all. Perfect memory, remember?”

“The Holographic Universe Theory…?” Twilight asked, “Trixie was telling me a bit about that, how matter is similar to a hologram.”

“Well, turns out that theory was spot on,” Sunset said, “Lyoko is meant to allow a person to control matter from a computer.”

“Lyoko can do all of that?” Twilight asked, eyes wide.

“Well, XANA can at least,” Fluttershy said looking away, “He was a program designed to interface with Lyoko, and use it to control physical matter.”

“Why would anyone build something so-” she stopped when she realized the answer to her own question, “Tartarus.”

“Yup,” Applejack said as they entered the cafeteria, “They wanted ta use that to travel around the world via cyberspace, and use it to control the world.”

“All of this cyber talk gives me a headache,” Dash said rubbing her head, “All I know is that it's fucked up, and XANA needs to be stopped before he can use Lyoko to take over the world. Cause apparently he can actually do that with Lyoko.”

“Then it's a good thing I still have Starlight's program,” Twilight said pulling out the flash drive, “In here is everything we need to destroy XANA.”

“Then what are we waiting for?” Pinkie Pie asked, “Let's take him out! Final boss time!”

“Not final boss time,” Twilight corrected, “I still can't make heads or tails out of it. Right now, it's all just random data. She got started, but she didn't get very far in it. Besides, I need to figure out how to utilize the source codes for it to fully work.”

“So we just need to buy time, dah?” Rarity asked as they sat down at their new table, one that could accommodate up to ten people, “That's nothing new.”

“Yeah, if XANA activates any towers we'll just send Fluttershy into Lyoko with a team of two or more, and then “Hey it's us” all the way to the tower,” Pinkie Pie explained.

“I'll move to the front lines then,” Sunset said, “Since Twilight's back, you guys don't need me at the controls,” she caught herself, “Unless you actually wanted to-”

“No,” Twilight said, “That's fine. I want to do my part to fight XANA, but… I don't think I'm ready to go into Lyoko yet.”

“That's fine,” Applejack said, “Ah don't think any of us would mind it if ya stayed away from active combat fer a bit.”

Dah, leave fighting to us,” Rarity added.

“Thanks for understanding,” Twilight said looking down. The door to the cafeteria opened, and the three new students walked in at the same time. Naturally, everyone was looking at them.

“Oh my God, they're gorgeous.”

“I saw them earlier! I think they're new students!”

“Damn, that blue haired one's got a nice rack.”

“Yeah, but look at the blond! No white girl should have an ass that nice!”

“I'm terrified of the black girl. She looks really mean.”

“Yeah, but you know what? Something about her just sort of draws you in, you know?”

“It's Fluttershy all over again,” Applejack said rolling her eyes.

“Well, in their defense, those girls are really hot,” Dash said, “This is coming from me of all people.”

The three girls sat down at a table right in the middle of the cafeteria. Sonata, the blue haired one, pulled out a notebook and the three of them started talking about whatever was written inside.

“Oooh, I just love their style,” Rarity said, “They look like celebrities almost.”

“Think they're nice?” Pinkie Pie asked, “I mean, the purple haired one doesn't look approachable, but the other two seem okay.”

“I don't know,” Sunset said, “That's blond one just screamed alpha-bitch. She's kind of my type though, I won't deny.”

“What 'bout Twilight?” Applejack asked Sunset.

“Look, if Twilight's going to choose Fluttershy over me, I gotta try and move on,” Sunset said shrugging, “Or would you rather I proceed to intrude on their relationship creating more sexual tension within the group?”

“Ah'm good,” Applejack said, allowing Sunset to resume undressing Adagio in her mind.

“Honestly, I don't know about those three,” Twilight said.

“Did you meet them?” Fluttershy asked.

“Right before you guys showed up,” Twilight explained, “The blond one is Adagio, the blue haired one is Sonata, and the purple haired girl is Aria.”

“They all have music themes names,” Rarity said, “That's actually really cool.”

“How much you wanna bet they're great singers,” Rainbow Dash asked, “I mean, they look like freaking movie stars or something.”

“I get a really weird vibe from them,” Twilight said, “They seemed almost like they knew me. I don't know why, but they felt familiar to me.”

“Did ya check their eyes fer XANA symbols?” Applejack asked.

“I did,” Twilight said, “They're not specters, I know that.”

“That doesn't mean we should let our guard down,” Fluttershy said, “We don't know what XANA is planning, and even I'll admit there's something sort of creepy about them.”

“Ya hear that, Sunset?” Applejack asked.

“I'm with you guys, don't worry,” Sunset said laughing, “Just because I think Adagio is sexy as hell doesn't mean I'm going to slack off. We should keep an eye on them.”

“I bet you wouldn't mind keeping an eye on Adagio,” Dash taunted.

“The possibility of her being evil does not take away how hot she is,” Sunset said. Twilight shook her head smiling and then turned her attention to the girls. Adagio looked up briefly at Twilight and smiled at her before Sonata snapped her fingers to get her attention. Adagio smiled sheepishly seeming to apologize and they got back to whatever they were doing.

What was her deal?


Among the staff, everyone was surprised to see Celestia back in action so soon. She still refused to talk to the police about where she was, but considering how tense she seemed it was clear something happened to her. Still, everyone was pleased that the certified leader of the school was back in business.

Luna being the happiest of them all.

“So sister, how are you adjusting to returning to your old job?” Luna asked.

“It feels wonderful,” Celestia said, “I missed my students so much. Though, I wasn't expecting to have to bring three new students in so soon.”

“Yes, Adagio Dazzle, Aria Blaze, and Sonata Dusk,” Luna said pulling out their records, “Can I be honest with you sister?”

“You get a strange vibe from them as well?” Celestia asked. Luna nodded.

“I swear Aria couldn't stop eying me,” Luna said, “She looked like she wanted to kill me. Tia,” Luna leaned in close to Celestia, “Do you think it's related to XANA?”

“Perhaps,” Celestia said, “I'm not sure how this is possible though. They're not specters, so they're clearly not possessed by XANA. Unfortunately, as we don't have a lot of rooms available for the sophomore class, one of them is going to have to dorm with Sunset.”

“I will talk to Sunset about this,” Luna said, “Tell her to be on her guard.”

“Thank you,” Celestia said. Luna nodded and walked out of the office to search for Sunset. As it was about eleven, she'd be in her math class by now. Luna walked there and saw Sunset taking notes, but her focus seemed to actually be on Adagio, who was sitting right in front of her.

“Excuse me,” Luna said walking into the math class, “I would like to speak with Sunset Shimmer please.”

“Yes, that's okay,” the Math teacher said, “Sunset, Vice-Principal Luna would like to speak to you.”

“O-okay,” Sunset said getting up. As she walked over to the older woman, Luna saw Adagio follow Sunset with her eyes, showing a sort of interest in her. That was odd.

Luna took Sunset a bit away from the classroom before speaking up, “I assume you know about the new students by now.”

“Adagio, Sonata, and Aria, right?” Sunset asked, “We all spoke about how suspicious they seemed.”

“Good,” Luna said looking away seriously, “Unfortunately, we can't deny them in the school just based off us suspicions, and they're enrolled to live in the dorms, which means one of them is going to have to dorm with you.”

“W-with me?” Sunset asked, looking surprised.

“You're currently one of the only students without a roommate,” Luna said, “Yes, there are others, but you're still relatively new to the school, so having a roommate wouldn't be too much of a shock to you.”

“I see,” Sunset said, “Um, do you know which one you're going to have dorm with me?”

“We haven't decided it yet,” Luna said raising an eyebrow, “Why? Do you have a suggestion?”

“Kind of,” Sunset said blushing a bit, “I was thinking… of Adagio.”

“Adagio. She's the one in your math class?” Luna asked, “Are you going to be okay being near her?”

“I'll be fine,” Sunset said, “I'll be honest, I do have a bit of a crush on her, but I can control myself around her.”

“Alright,” Luna said, “Just be on guard, okay?”

Sunset nodded, and Luna let her go back to class. She prayed that Sunset would be smart about this. She didn't want to accuse anyone of anything yet, but with the possibility, Luna couldn't be too careful. She just prayed that she was wrong, and that Sunset could enjoy her crush.


Deep in the Mountain Sector, red electricity traveled through wires going to a lone tower hidden inside a cave. Once the red electricity hit the tower, it's blue aura turned red.


In the scanner room, all four scanners turned on at the same time and got to work scanning something. Once they finished, their doors opened, and out of each scanner the same red bladed foot stepped out.

Krabs.


Back at Canterlot High, Twilight was working on her computer in the rec room for her free period. She and Fluttershy were supposed to have this period together, but apparently she had started going to see a therapist during the time she was being held by Tartarus.

Oh well, this gave her enough time to work on the anti virus program.

While she worked on the program, she had Spike on a separate tag so she could tend to him. She was surprised to learn that the purple wolf that was helping them was her VR pet Spike. Sunset said that they could change him back if she wanted, but Twilight liked Spike being like this. She couldn't have a real dog since she was allergic, but this gave her the illusion.

Zdravstvuyte!” Rarity called out from the door, catching Twilight's attention. She waved happily at Twilight when she turned to her, and Twilight awkwardly returned the gesture. She still felt bad for what happened to her a few weeks ago, so while she was mostly the same around everyone else, she tried to avoid Rarity.

Sadly, that wouldn't pan out this time.

Rarity ran over to Twilight and sat down in front of her smiling.

“So… how are you?” Rarity asked Twilight expectantly.

“F-fine,” Twilight said, “I'm just… working on the anti-virus program.”

Otlichno,” Rarity said nodding, “Will you be busy later today? Like… let's say… around 8 o'clock?”

“Um… no, I don't think so,” Twilight said looking away, “I was just going to work on this until I went to bed.”

Nyet nyet nyet! You'll work yourself to exhaustion! Tonight, you come with me and Dash to shop. We have special surprise for you.”

It took a second for Twilight to realize that Rarity was talking about her personal shop, as her accent sometimes made it hard to understand her.

“Rarity, I… I don't know,” Twilight sighed, “This is really important, and-”

“You need this,” Rarity said taking Twilight's hand, “Working constantly is bad for you.”

“I appreciate it, but-”

TOWER ACTIVATED

LOCATION: MOUNTAIN SECTOR

19 LAT, 37 LONG

“What?! Now?!” Twilight cried looking at her laptop.

“XANA is attacking?” Rarity asked.

“We need to get to the factory!” Twilight said, “I'll send Eos a text and have her and the other Architects cover for us. Let's go!”

Dah!” Rarity said. The two of them ran out of the rec center, unknowingly at the same time as Adagio walking in. She looked at them as they ran, frowned a bit, and then ran after them.


Five krabs ran to the school as fast as they could, stomping on cars and pushing anyone in their way out. They were on a mission, and that was the most important thing to them.

When they reached Canterlot High, they spread out in different directions while the one in the middle turned to the main school building and fired its lasers at it. All the students who witnessed this started screaming and running away frantically.

One krab chased Trixie, Snips, and Snails, poor Trixie in tears.

“Why is this thing after the Great and Lovely Trixie?!” Trixie asked frantically. The krab charged up its laser, but Aria jumped in and pushed them away just in time.

“What the?” Snips asked as Aria stood up and got in a fighting stance.

“What are you dumbasses doing?!” Aria shouted, “Unless you wanna die, get moving!” Trixie needed no convincing, and ran off, Snips and Snails following after. Aria cracked her knuckles looking at the monster, who was now looking at Trixie as she ran. Aria found a wooden board nearby and picked it up.

“Hey stupid!” Aria shouted, “Pay attention!” she ordered whacking the krab in the leg, knocking it down. Dash and Applejack ran up to her just as the Krab rose to its feet.

“Hey, you crazy?!” Dash asked, “This thing is dangerous!”

“Yeah? Well it was about to smoke three students! I couldn't let that happen, now could I?” Aria said, “So, are you gonna help me protect the school, or are you too chicken shit to fight?!”

Dash looked at Aria up and down, and then laughed, “Holy shit! Applejack, I freaking love this chick!”

“If yer sure, then stay with us!” Applejack said, “The thing controllin this is bad news, an' it will kill if it gets the chance!”

“Got it!” Aria said. She whacked the krab again and then ran off with Dash and Applejack, letting the krab chase them.


Elsewhere, Pinkie Pie, and Sunset were running through the courtyard searching for Twilight. They already knew about the tower, as they shared the same English Class and both heard the super scan go off on Sunset's computer.

“Where is she?!” Pinkie Pie asked frantically.

“I just called Fluttershy,” Sunset said hanging up her phone, “She's on her way to the factory now!”

“So we just need to find Twilight!” Pinkie Pie said. She saw Sonata standing in front of Sweetie Belle, Scootaloo, and Apple Bloom defending them from a krab, “Sunset, look!”

“Huh?” Sunset looked and saw Sonata, “Shoot!”

“We have to help them!” Pinkie Pie said.

“On it!” Sunset said running over to them.

“It's alright, loves,” Sonata said softly to the terrified children behind her, “I won't let anything happen to any of you.”

“Miss Dusk…!” Sweetie Belle sobbed. As the krab charged up its laser, Sonata closed her eyes, bracing herself for whatever-

“Hey XANA!” Sunset shouted, “Remember me?!” she charged at the krab tackling it and making it miss its attack.

“God bless you!” Sonata said running into Sunset's arms, “You came just in time!”

“Were you with these three the whole time?” Sunset asked.

“I was,” Sonata said, “I saw them running away from the giant red thing, and my body just reacted. Ooh, I wish Aria was here! She'd know what to do!”

Pinkie Pie looked at Sonata and smiled softly, seeing a bit of herself within her. She walked over to Sunset and placed her hand on her shoulder.

“Sunset, I'll help her find Aria,” Pinkie Pie said, “You go to the factory.”

“Are you sure?” Sunset asked as the krab stood up.

“I'll be fine,” Pinkie Pie said, “You'll get there a lot faster on your motorcycle.”

“Alright then, but be careful!” Sunset said, “Rainbow Dash will have my head if anything happens to you!”

As Sunset ran off, Pinkie Pie took Sonata's hand, “Come on! This way!”

Sonata nodded and ran with Pinkie Pie, the kids following them closely.

“Where's your friend going?” Sonata asked.

“Someplace to get rid of these things!” Pinkie Pie said, “Don't worry about anything. We're super heroes!”

“Super heroes…?” Sonata asked slowly, before smiling. Good, Pinkie Pie thought. Now she knew she was safe. That was all that mattered.


Twilight and Rarity ran to the secret passage, unaware that a krab was watching the path behind a tree. As they approached the manhole, Adagio ran to the scene and noticed the krab charging up.

“LOOK OUT!!!” Adagio screamed. Rarity and Twilight turned just in time to see the krab charging up its attack. Adagio ran over to them and shoved them out of the way just in time.

Spasibo,” Rarity said to Adagio.

Pozhaluysta,” Adagio said, surprising Rarity a bit, “I studied Russian before coming to Canterlot High. Now, what the hell is going on here?”

“XANA brought his monsters here!” Twilight said, “They're probably hunting my friends!”

“XANA…?” Adagio asked.

“It's not safe here!” Rarity said, “You come with us, dah?”

“What about my sisters?!” Adagio asked, “They're still in the school, and I think I saw more of these things running around!”

“We can save them, but not here!” Twilight said, trembling as the krab stood up, “There's a special place we need to go to! Rarity is right, it isn't safe here, so you're coming with us!”

Before Adagio could protest, Rarity grabbed her arm and pulled her down into the manhole with herself and Twilight. Outside, the krab was met with one of his allies. The two of them exchanged data and began walking away from the school in the direction of the factory.

Rarity and Twilight got on their scooters as Adagio borrowed Pinkie Pie's bike, and the three of them rode to the factory as fast as they could. Once they reached the entrance leading to the bridge, the three of them climbed up. Twilight helped Adagio up and noticed Sunset riding to the bridge. She got off her motorcycle and ran over to them, wide eyed to see their companion.

“Hey, um… why is Adagio with us?” Sunset asked.

“She saved our lives,” Twilight said, “Did you call Fluttershy?”

“I did,” Sunset said, “She should be inside now.”

“Did you see my sisters?” Adagio asked worriedly, “Sonata and Aria, were they okay?”

“I saw Sonata,” Sunset said, “She's with Pinkie Pie, so she'll be fine, and I'm pretty sure Aria will be safe. But we need to get moving if we're going to save them.”

“Then lead the way,” Adagio said immediately. The four of them ran over to the ropes and swung down to the elevator. Once inside, Twilight pushed the down button, and the four of them went down to the computer room, where Fluttershy was sitting down waiting for them.

“Oh good! I was wondering when you would show up,” Fluttershy said.

“How bad is it?” Twilight asked running to the computer and switching places with Fluttershy.

“There are five krabs,” Fluttershy explained, “The tower is deep in the mountain sector.”

“What the…?” Adagio asked looking around, “What is all of this?”

“This is how we can save the school,” Twilight said, “I'll send Fluttershy, Rarity, and Sunset into Lyoko. Adagio, you stay out here with me, okay?” Adagio nodded as Fluttershy, Sunset, and Rarity ran back to the elevator and took it down to the scanner room. Once they were ready, Sunset sent Twilight a text.

“Transfer Rarity!” Twilight said as Rarity entered her scanner.

“Transfer Fluttershy!” Twilight said, closing the scanner as Fluttershy entered it.

“Transfer Sunset!” Twilight said as Sunset walked into her scanner, closing it behind her.

On the computer, Rarity's valkyrie avatar rendered, “Scanner Rarity!”

Next up, Fluttershy's angel avater started rendering, “Scanner Fluttershy!”

Finally came Sunset's demon looking avatar, “Scanner Sunset! Virtualization!”

Twilight pressed the enter key, and the three of them vanished from the real world into Lyoko.


In the mountain sector, Sunset, Rarity, and Fluttershy rendered and dropped onto the ground, immediately forced to take cover as a barrage of lasers shot at them from three tarantulas.

“Shoot!” Sunset said, “Twilight, is that the only pathway?”

“Checking...” Twilight said distantly, “Sorry, but it is.”

“Can you send Spike?” Rarity asked, “We might be able to clear path.”


“Spike, can you help?” Twilight asked the cybernetic canine, who barked in confirmation, “Thanks. You're going to be my eyes and ears within Lyoko now.”

“Did you make this?” Adagio asked as Twilight adjusted Spike's programming.

“Afraid not,” Twilight said, “Spike here used to be my VR Pet, but Sunset and Fluttershy had to make an adjustment to him, allowing him to work within Lyoko.”

“You can help them with this?” Adagio asked.

“I can try,” Twilight said, “Launching Spike program! Transfer!”


Spike rendered a bit behind the girls and gave a loud, angry howl before running to Rarity's side. He immediately knelt next to her, allowing Rarity to jump on his back.

Spike and Rarity charged toward the tarantulas, Spike jumping around out of the way of all of their shots. Sadly, even he was getting overwhelmed.

Fluttershy flew into the air and summoned her bow, “Light Arrow!” she shouted, firing at the tarantula in the middle killing it. That gave Rarity and Spike the opening they needed to charge at the other two, Spike launching a fireball at the one on the left, and Rarity jumping off and impaling the one on the right in the head.

Rarity jumped off and walked over to Spike and petted him, “Molodets, Spike,” she said lovingly, Spike licking her face in response.

“Guys, mantas heading your way!” Twilight said from the real world. Sunset looked behind them too late and got hit in the chest flying back.

Sunset: 60 HP

“Sunset!” Fluttershy cried out. She saw four mantas flying over to them, charging up their lasers and firing at them. She pointed her Light Arrow at the group of flying monsters, but one manta turned to her and shot her out of the sky.

Fluttershy: 30 HP

“Fluttershy, no!” Twilight cried as Fluttershy fell out of the sky. She sadly missed the ledge and would have fallen into the Digital Sea, but Rarity ran over to her and grabbed her hand.

“Got you!” Rarity shouted.

“Rarity… thank you,” Fluttershy breathed out, clearly still in a lot of pain. Rarity pulled her up but saw a megatank rolling over to them.

“Move move MOVE!!!” Sunset shouted running past them. The four of them ran down the bridge being chased by the megatank and the mantas, thankful that the shots were missing them.


On the computer, Twilight saw three bloks moving into position and getting in their way.

“Girls, more monsters are ahead of you!” Twilight said.

“Can you find the tower?!” Sunset asked frantically.

“It's in a small cave a bit behind the bloks, but there's no way for you to get there safely! If Fluttershy gets hit one more time she'll be devirtualized!” Twilight said.

“What does that mean?” Adagio asked, “Are they going to die?”

“Apart from falling into the Digital Sea, there's no way to die in Lyoko normally,” Twilight said, “Losing all your hit points just boots you back here.”

“Okay, then just send her back in if that happens,” Adagio said hopefully.

“Not possible,” Twilight said shaking her head, “Once someone gets devirtualized, the can't reenter Lyoko for another twelve hours, and Fluttershy is the only one who can deactivate the tower,” before she could say anything else, there was a loud tremor outside. Twilight looked on a security camera and saw two krabs trying to get inside the elevator, “Oh no! No no no no no no!”

“Twilight, talk to us!” Sunset said, “What's going on out there?!”

“Two krabs followed us to the factory!” Twilight said, “They're trying to get into the computer room!”


“I see the tower!” Fluttershy said, “I'll try to fly over the bloks!”

She jumped into the air to fly over the monsters, but the mantas fired at her forcing her back onto the ground. When she landed, Rarity got behind her and blocked the megatanks blast with her sword.

“Twilight, we need help!” Rarity said through gritted teeth, “Can others get here?!”

“They can't!” Twilight fussed, “I had to lock down the elevator, and the krabs are still outside!”

“Well this is a fine day at the office, isn't it?” Sunset asked sarcastically, using her whip to defend against the bloks' shots, “I hate to say it, Twilight, but we might need you to come in and help us!”


“Come… into Lyoko…” Twilight said to herself, thinking about what that meant. The second she let the thought cross her mind though, she saw a flash of the scyphozoa, “NO!!!” she screamed, holding her head in fear, “I can't! I can't go into Lyoko anymore, I'm sorry!”

“Twilight, we can't get Fluttershy to tower!” Rarity urged, “It'll be okay, XANA won't-”

“You don't know that!” Twilight cried, “He could be waiting for me to log into Lyoko, and then send the scyphozoa after me!” she closed her eyes and started crying, “I can't do it! I'm sorry!”

Adagio looked at Twilight intently, and then at the ladder going down to the scanner room. She then patted Twilight on the back comfortingly and sauntered over to the ladder. Twilight slowly turned to her in shock.

“W-what are you doing…?” Twilight asked.

“This leads to the thing that sends people to that Lyoko place, right?” Adagio asked.

“Yes, but-”

“Send me in,” Adagio said turning to Twilight, “I'll get them to safety.”

“Adagio, if you go in there there's no going back,” Twilight said, “You'll be connected to the computer, and you'll remember everything, even when we use Return to the Past. You shouldn't get involved with-”

“I'm already involved,” Adagio stated seriously, “This… XANA is attacking my sisters, and right now I don't even know if they're alive. I'm not going to ask why you're so afraid of going in, because it's not my business, but I will at least volunteer myself.”

Twilight looked down considering what Adagio said. She honestly felt horrible and ashamed of not being able to help her friends herself, but Adagio was actually willing to do this. Honestly, the more she was with Adagio, the less suspicious she seemed.

“A-alright…” Twilight said turning to the computer, “I'll send you into Lyoko. Just go into one of the scanners, anyone will do.”

Adagio nodded and took the ladder down to the scanner room. Twilight waited to give Adagio a second to get into the scanner before she got to work.

“Transfer Adagio!” Twilight said, Adagio slowly walking into the scanner right before it closed.

“Scanner Adagio!” Twilight said, rendering Adagio's avatar, which looked somewhat like a geisha with a huge fan, “Virtualization!”

Twilight pressed enter, and Adagio vanished from the scanner into the real world.


In the Mountain Sector, Adagio rendered and dropped a bit behind the bloks, sadly losing her balance and falling on her butt. After rubbing her backside she stood up and looked at herself.

She was now wearing a short purple kimono hung off her shoulders revealing almost an indecent amount of cleavage with big sleeves and was about as long as a mini skirt, purple leggings, and golden high heeled sandles. Her make-up was a little different, now wearing black eye liner that pointed out at the sides of her eyes and red lipstick, and on her back was a huge fan that was closed.

“Interesting,” Adagio said, “So this is how it feels,” she turned to the bloks and ran over to them, pulling out her fan. She opened it and swung it, creating an unrealistically strong gust of wind that knocked the bloks off the side.

“Hey! Come on!” Adagio shouted, “I cleared the way!”

Sunset, Rarity, Fluttershy, and Spike started running over to Adagio, but a manta shot at Fluttershy. Sunset jumped in the way of the shot taking the hit instead, and fell to the ground.

Sunset: 10 HP

Adagio reacted immediately, running to Sunset's side and doing something sort of odd. She screamed at the mantas. Said scream though created a shock wave that actually destroyed two of the mantas.

“Holy…” Sunset said, wide eyed, “How in the world…?”

“Come on,” Adagio said holding out her hand, “We're not done yet, right?”

“Right,” Sunset said taking her hand. Adagio pulled her up and the two of them ran over to the tower. Right before the group could reach the tower though, another megatank rolled in their way.

“So close!” Rarity fussed, Spike growling at the monster next to her.

“More monsters are coming your way!” Twilight said, “I think they're hornets!”

“If they're flying enemies, leave them to me,” Adagio said, “Sunset, you should fall back. I'm pretty sure one more hit is going to take you out.”

Sunset laughed, “You wish, sister. I don't run from XANA, ever,” she stood next to Adagio looking up at the mantas, “Try not to get killed yourself, rookie.”

The two girls smirked at each other and ran over to the mantas and incoming hornets. Adagio used her fan to create a tornado that trapped the hornets. Once done there, she used her scream attack at the tornado, destroying the monsters inside.

Sunset on the other hand flew around the mantas as they fired rapidly at her. She landed on the back of one and thrust her laser sword into the XANA symbol on its back, flying off before it exploded.

“I'll have Spike deal with one of the megatanks!” Twilight said, “Rarity, you take out the one right in front of the tower so Fluttershy can at least get inside.”

Dah!” Rarity said pulling out her broad sword.

Rarity VS Megatank

The megatank opened up and charged up, but Rarity ran to the side just before it fired. At the same time, Fluttershy ran toward the tower, but the megatank turned to her and charged up.

Nyet!” Rarity screamed. She created a white magic circle underneath her, and used it to propel herself high in the air over the megatank. She flipped and landed between it and Fluttershy, and used her sword to hold the attack still.

“Rarity!” Fluttershy cried.

“Go! Hurry!” Rarity demanded. Fluttershy nodded and ran to the tower, phasing inside of it.


Fluttershy ran to the center of the tower and allowed herself to be lifted to the upper platform.


Twilight screamed as she heard a loud crashing sound near the elevator. She heard what sounded like a laser being shot, and then noticed that the door was actually turning red.

“F-Fluttershy, hurry!” Twilight begged.


Landing elegantly on the upper platform, Fluttershy ran over to the control panel and furiously typed on it to break it's security.


Back at the school, the three remaining krabs were being held back by Aria still using her wooden plank, Applejack with a crowbar, and Rainbow Dash using a steel bat. Behind them Pinkie Pie and Sonata were huddled together with Apple Bloom, Sweetie Belle, and Scootaloo.

“Applejack!” Apple Bloom cried.

“You can do it Dash!” Scootaloo cheered.

“Don't worry,” Sonata said holding Sweetie Belle lovingly, “I'm sure everything is going to be okay,” she looked up at Pinkie Pie, silently asking her if she was right.

“Yeah, I'm sure they're at the tower now,” Pinkie Pie said, “I sure hope they are.”

The krab Aria was fighting whacked her away, and then turned to Dash and fired at her feet, knocking her back.

“ARIA!!!” Sonata cried.

“DASHIE!!!” Pinkie Pie cried.


Once she broke through it's security, Fluttershy placed her hand on the touch screen before her.

FLUTTERSHY

CODE

LYOKO


The krab Dash was initially fighting loomed over her and was about to impale her, but suddenly all three of them stopped moving at the same time, flinched as if in pain, and turned to static vanishing.

“Whew, glad that's over,” Applejack said wiping her forehead.

“Ugh,” Aria groaned getting up, “Did we win?” Sonata ran over to Aria and jumped into her arms embracing her.

“You're alive!” Sonata cried happily, “I was so worried about you!”

Aria looked to the side slightly annoyed, but then smiled and returned the embrace, “I'll always look out for you, Sonata. You know that.”


In the lab, the two krabs entered the room and stood over Twilight getting ready to fire. She screamed and braced herself, but the two krabs vanished right as they were about to shoot. Relieved, Twilight sat back in her chair and hugged herself, silently crying.

“Thank you Fluttershy,” Twilight said, “Thank you so much.”


“Tower deactivated,” Fluttershy said looking down as the coding on the walls disappeared into the abyss. There was a white flash, and a bright light shined out of the abyss and engulfed everything.

Back in the real world, Twilight pressed the enter key, “Return to the past, now!”

The entire school was engulfed in a bright light, and everyone returned to where they were at the beginning of the day. Sadly, that meant that two new heroes of the school also forgot how much they helped.


“Well, here we are,” Shining Armor said stopping in front of the school, “Now, are you sure you're okay, Twilie?”

“Yeah, I'm fine,” Twilight lied, “I'm just…”

Shining Armor sighed and embraced his little sister, “You can tell me anything, Twilight. I love you, you know that, right?”

“I do,” Twilight said returning the embrace, “I love you too.”

Twilight stepped out of the car, where she saw all of her friends waiting for her.

“Boy, I wish I had a big brother like that,” Dash said with a sigh.

“He's worried about you, dah?” Rarity asked.

“He is,” Twilight said, “I wish I could tell him what's going on, but who knows how he'll react. He might insist that the computer be shut off and we leave it to the officials.”

“We can't let that happen,” Applejack said, “We're the only ones who can protect the school.”

“Exactly,” Sunset added, “Speaking of protecting the school though, has anyone seen those three new students? I wanted to make sure that they made it back okay.”

“Poor Adagio must be frantic right now,” Fluttershy said, “She probably thinks she's going crazy. I almost feel bad for suspecting her.”

“I see them,” Pinkie Pie said pointing in the direction of the dorms. Just like last time, they were with Miss Harshwhinny having a tour, but this time Adagio looked like she was looking around for something. When she saw Twilight and her friends together, she smiled and ran over to them, hugging Twilight.

“Um…” Twilight said, unsure of what to make of this.

“I'm so happy that you're okay,” Adagio said, “I remember everything, just like you said,” she released Twilight and smiled, “Let's talk later about it.”

She sauntered off back to her sisters, both of them looking at her confused. Aria said something harsh to Adagio, who just awkwardly laughed loudly trying to play it off and then walked off, her arms wrapped around both of her sisters.

“She seems really nice,” Fluttershy said, “I hope we can become good friends with her.”

Sunset was glaring at Twilight. When she looked at Susnet, she shrugged her shoulders, “What?”

“I wanted her to hug me,” Sunset pouted, making everyone laugh. Once again, moments like this truly made Twilight feel like she was finally where she belonged. She was here at Canterlot High with her friends.

She was home.


Later that night, Twilight was dragged out of the dorms by Applejack and Rainbow Dash, and brought to Carousel Boutique where Rarity was waiting for her. Once there, Dash told Rarity all of Twilight's proportions, shocking Twilight with how much she remembered.

She really did have a perfect memory. That was weeks ago!

As Rarity got to work on Twilight's dress, Twilight shuffled nervously. It was just the two of them in the workroom, and Rarity was extremely close to her sewing the dress to tighten up certain parts, and making sure her dress accommodated another important part. The dress itself was a really long dark blue gown with stars lining the skirt, and it came with a pair of dark blue high heels.

“Hey, Rarity?” Twilight asked.

Dah?

“About last week, when I um…” Twilight sighed, “That attack, I…”

“It's fine, Twilight,” Rarity said, a little too quickly for Twilight.

“No it isn't!” Twilight insisted, “I almost killed you!”

Dah, but in case you forgot, I almost kill you and others few months ago,” Rarity said, still not looking up at Twilight. They didn't like talking about it much, but Rarity had betrayed them before, siding with XANA for an entire week. Sure, she was corrupted by XANA, but as she was still in perfect control of herself, there wasn't much they could do to deny it. Rarity had been their enemy.

“Well yeah, but you had an excuse,” Twilight said looking away ashamed, “I wasn't under XANA's influence.”

Nyet, I didn't have excuse,” Rarity said, getting up and going to her work table to get a few materials, “I wasn't controlled by XANA directly, nor did XANA hold anyone dear hostage. I did everything I did to you and others of my own free will. I hate myself for long time afterward. It wasn't until Applejack and I sat and talked that I was able to get over it.

“I'm not mad at you for trying to kill me,” Rarity continued walking back to Twilight and resuming her work, “If anything, I'm upset that you avoid me since then. We're friends, Twilight. Always will be.”

When Rarity looked up at Twilight and smiled, it was too much for her. Twilight broke down right where she was standing, and Rarity embraced her tightly. They didn't say anything after that. They just held one another for a bit until Rarity went back to work.

Once the dress was finished, they left the shop to see both Dash and Applejack standing in front of a limo.

“Um… what's this?” Twilight asked.

Clearly a limo,” Dash said sarcastically, “I thought you were the smart one.”

“That's not-” Twilight cut herself off, “I know what it is. I was wondering why it was here.”

“There's someplace ya need ta be right now,” Applejack said, “If yer wonderin, Sunset's coverin the expenses of the limo.”

Twilight was afraid to ask how she afforded that, but something told her she didn't want to know. Knowing Sunset, it probably wasn't legal.

The limo drove back to the school, which really confused Twilight. She didn't get an answer though, as Sunset met her right outside of the school gate and escorted her to the gym.

“So, when are you guys going to tell me what's going on?” Twilight asked, “I could be in my room working on the program needed to destroy XANA.”

“Yeah, you could,” Sunset said, “But this is just as important. Besides, we booked the entire gym for this, and that wasn't easy, even though we're technically friends with one eighth of the school staff.”

Right outside of the gym, Twilight heard a familiar song playing. Was that her favorite song?

“What in the world…?” Twilight asked. She slowly opened the door, and her eyes went wide.

The gym was mostly empty, except for a single sound system off to the side, and standing in the middle, wearing the dress she chose for the Spring Fling…

Was Fluttershy.

Sunset chuckled looking down, “We thought since you missed the Spring Fling we'd, well, return to the past a bit in our own way if you would.”

Twilight turned to Sunset trembling, “Sunset… you didn't have to…”

“Yeah, I did,” Sunset said turning to Twilight, “I love you, Twilight. As much as I enjoy flirting with Adagio, my feelings for you haven't changed at all. But, I also know how much she loves you. That girl risked everything for you, and I'm not about to step on her toes. So…” Sunset stepped away from Twilight and held her hands up, “I'm stepping back. I mean it Twilight, I won't pursue you anymore.”

“Oh Sunset…” Twilight really didn't know what to say. She was happy that Sunset finally understood her feelings for Fluttershy, but there was a part of her that was a little sad.

Sunset walked over to Twilight and kissed her tenderly on the lips, “I told Fluttershy that I'd kiss you one last time before I completely moved on. Now, go and be with your angel.”

“Sunset, wait,” Twilight said stopping her, “Even if we're not going to be an item, let's still be friends, okay? You're one of us now, forever.”

Sunset turned to Twilight and smiled, “Of course. We'll always be friends, Twilight.”

With that, Sunset left the gym. Twilight turned to Fluttershy and walked inside, stopping right in front of Fluttershy.

“You look like your old avatar,” Twilight said lovingly.

“I know,” Fluttershy said, “I had picked this dress because of that. This was how I looked when we first met.”

Fluttershy and Twilight held one another close and danced slowly together as the song continued. Twilight thought she saw Pinkie Pie near the sound system with that one girl with the headphones (Vinyl Scratch… or something. Twilight couldn't remember.) but didn't pay her much attention.

“Twilight, there's something I've been wanting to say for the longest,” Fluttershy said after a while.

“Yeah?”

“I'm sorry for how I acted before your capture. After a while, memories of my parents came flooding back to me, and I couldn't let go of those emotions. I was always really depressed ten years ago, and when my memories came back…”

“Eventually the depression came back too,” Twilight finished for Fluttershy, “Honestly, I'm glad.”

“W-why?” Fluttershy asked, looking at Twilight confused.

“This means that you are the same Fluttershy I fell in love with,” Twilight said, “Kind, loving, shy around new people, sensitive, and overall the most beautiful person in my world, inside…” she cupped her face, “and out.”

“Twilight…” Fluttershy teared up as the next song started, “I love you.”

“I love you too, Fluttershy,” Twilight said. Right there, Twilight remembered everything that made her fall in love with Fluttershy. In fact, she was falling in love with her all over again. This was who she was meant to be with.

As the song continued, the two teens kissed, and then resumed their dance. Nothing, not even XANA, could take this moment away from them.

Ending Theme: Can't Fight the Moonlight (should already be playing)