• 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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32: Thanatos

Theme Song: A World Without Danger

32: Thanatos

The sun was setting now in Canterlot, the people none the wiser about what transpired last night. In the factory, the computer turned on by itself running a particular program. On the screen, it looked like something was being scanned.

Down in the scanner room, one of the Scanners closed and began materializing something. After a few seconds, the doors to the scanner opened, and when the smoke cleared, something stepped out of the machine.

A silver paw.


Out of the factory walked a silver and white husky. The dog walked across the bridge to the curb, and looked around, before giving a loud howl at the moon.


“I am very disappointed,” Cadance said to Twilight, who was sitting up in the bed of the nurse's office with a dejected expression on her face. Applejack, Sunset, Fluttershy, and Adagio were also in the room with them.

“Sorry,” Twilight said curtly, looking away from everyone.

“Are you trying to kill yourself?” Cadance fussed.

“I'm trying to kill XANA,” Twilight said darkly, “That's all that matters.”

“What about your health?” Sunset asked, “How are you going to defeat XANA if you collapse?”

“I…” Twilight looked down, trembling with a pained expression on her face.

“Twilight Sparkle, I know that you are stressed, but your friends are going to worry about you if you continue to act out like this and disregard your well being,” Adagio said, “No fight is worth sacrificing your health for.”

“And that last attack was too far,” Sunset added, “We're lucky that no one died in the school, but I guarantee that a few people were lost in town.”

Twilight closed her eyes, fighting back her tears as best as she could, which wasn't really that much.

“Oh Twilight…” Fluttershy said sadly.

Applejack closed her eyes and folded her arms, “For now… you're benched Twilight.”

“W-what?!” Twilight cried turning to Applejack, “What do you mean benched?!”

“Twilight, Ah understand yer sufferin. Last month was terrible for all of us, but you had it the worst. Ah ain't gonna say that ya need ta get over it, cause that jus' ain't realistic,” Applejack opened her eyes seriously, “But as the leader, Ah am gonna say that we can't risk another meltdown like that again. We need ta do whatever it takes ta fight XANA, yeah, but that don't mean we have ta become XANA.”

“Applejack… I'll do better,” Twilight said trembling, “I be more conscious of what's going on, but please let me fight.”

Applejack sighed, “Ah'm sorry Twilight, but we can't take the risk.”

“Fluttershy, Sunset, Adagio, talk to her!” Twilight urged, hurt when all three of them looked away seriously, “You too…?”

“We… already talked to Celestia,” Sunset said, “She said that she was willing to stand in for you while you rested.”

“And Sunset and I can work together on the anti-XANA program,” Adagio added, “We think we have a plan, but it's going to be a while until we can implement it.”

“You need the ignition program though!” Twilight fussed, “Without that, the source codes won't work. I'm the only one who can use that!”

“Exactly,” Adagio said closing her eyes, “You're the only one who can use that program, in Lyoko.”

It hurt, but Twilight realized exactly what Adagio was saying. She was talking about fighting XANA with everything she had, but in order to actually kill XANA, she had to go to the one place she was too terrified to go.

She'd have to go into Lyoko.

“Do ya get it now?” Applejack asked softly “We ain't tellin ya we don't want ya in the fight. We need ya in the fight. But as things stand right now, yer not in the right head. We should have given ya more time ta recover, but we were-”

“No, it's my fault,” Twilight said quietly, “I was the one who was eager to fight. I knew how afraid I was, but I didn't want to let that stop me. But… you're right. I'm out of control right now.”

“We'll take care of things while your recover,” Fluttershy said taking Twilight's hand, “The Architects will keep the school safe, and we have enough resources to at least keep XANA pushed back until you can reenter the fight.”

“Fluttershy… please be careful,” Twilight urged, “I need you to come back to me…”

“I promised, remember?” Fluttershy said smiling warmly, “No matter what, I'll always come back to you,” she and Twilight kissed tenderly, “I love you Twilight.”

“I love you too, Fluttershy,” Twilight said before looking up at Applejack, “I'm… sorry for earlier…”

“Like Ah said, it's fine,” Applejack said with a small smile, “We'll come check on ya routinely, alright?”

Twilight nodded to them and lied back on the bed, her back turned to the door. The four girls slowly walked out of the room, but Adagio stayed a little longer looking at Twilight before leaving. Cadance smiled softly.

“You have great friends, Twilight,” she said.

“Yeah… I do…” Twilight said, closing her eyes to get some rest.


Adagio walked back to the dorms, where she said she'd meet Sunset in their room. She wanted to meet up with her sisters first. When she reached their room, she just opened the door and walked in, Sonat and Aria sitting on their beds waiting for her.

“Twilight Sparkle is isolated,” Adagio said walking to the computer table in the far end of the room and sat on it.

“The way she acted during that last attack was too out of control,” Aria said, “She did more damage than the actual tower did.”

“She's losing it,” Sonata said looking away somberly, “At this rate, she won't last much longer.”

“So we have to move things forward,” Adagio said, “By now, we have enough information and data gathered.”

“Then we're going to start the final phase of the plan,” Sonata said, “It's a shame. I sort of enjoyed things being like this.”

“Well, we're not going to just come out with this,” Aria said, “We have to be careful from here on out.”

“So for now, we continue with things as is,” Adagio said, “Keep an eye on the girls, especially Fluttershy.”


Right outside the room, Pinkie Pie and Rainbow Dash had their ears pressed against the door. Dash's eyes were wide listening to them talk, but Pinkie Pie looked really worried. After a second, they ran away from the door and watched Adagio leave the room.

“Okay, I'm not gonna lie, that was creepy,” Dash said, “They sound like they were the same person.”

“Dashie, I'm scared of them,” Pinkie Pie said, “I don't know why, but I think they might be connected to XANA.”

“After hearing that, I'm like eighty percent sure of that myself,” Dash said, “But they're not specters. They're humans, just like us. This doesn't make any sense.”

“What should we do?” Pinkie Pie asked, “Do we confront them?”

“Hell no,” Dash said, “We don't know everything yet, and we can't have everyone being suspicious. For now, we keep this between us, and keep Fluttershy away from them. No matter what, they can't be alone with her.”

“You're right,” Pinkie Pie said, “If they are with XANA, they might want to isolate her,” Pinkie Pie gasped, “Dashie! Remember the phantom?!”

“Yeah, that thing that Fluttershy thinks is her dad. I don't see how that's possible though. It attacks us whenever we see it.”

Pinkie Pie shook her head, “No Dashie, it doesn't attack us. It attacks them.”

Rainbow Dash looked back at Aria and Sonata's door, and then looked shocked, “Holy shit, you're right. Whenever it gets in front of one of us it stops, and it actually did protect Fluttershy,” she slapped her forehead and groaned, “Aw damn it! I'm such an idiot! Why didn't I see it sooner?!”

“Didn't they have Fluttershy with them?” Pinkie Pie asked, “It would look like the phantom was trying to attack her.”

“So they put Fluttershy in danger to cover their asses?” Dash asked harshly, “If that's true, they're definitely on my shit list.”

“We need to keep Fluttershy safe ourselves,” Pinkie Pie said.

“Yeah, but I'm definitely talking to Celestia about this,” Dash said, “Let's head back to our room.”

Pinkie Pie nodded and followed Rainbow Dash to their room, holding onto her arm. Telling Dashie was the best thing she could have done. As long as she was on this, everything would be okay.


Outside the school, the silver and white husky stopped at the front gate and looked up at the dorms. Through one of the windows it saw Adagio walking by. It growled barring its teeth looking at her, and then looked to the door suddenly, seeing Fluttershy step outside.

The husky turned its head to the side, and then walked over to her.


Fluttershy couldn't stand to be in the dorms right now. Her heart was racing. Twilight's meltdown, the phantom, and the sneaking suspicion that their enemy was a lot closer to them than they thought. For some reason, even after spending almost the entire day with Sonata, she didn't feel any safer around her.

“Oh… I hate this so much…” Fluttershy said with a sigh, “I don't know if we're winning right now, or if we're once again falling into XANA's trap.”

“You too, dah?”

Fluttershy looked and saw Rarity leaning on the back of the bench smiling at her. Funny, when Rarity had temporarily sided with XANA, she confronted her on this very bench in this exact manner. This time though, Fluttershy felt absolutely safe with her.

“Hi Rarity,” Fluttershy said, “I'm being silly, aren't I?”

Nyet,” Rarity said sitting down next to Fluttershy, “I've been tense for while too. Can't shake tense feeling.”

“Rarity, what do you think of Adagio, Aria, and Sonata?” Fluttershy asked. Rarity pursed her lips, leaned back, and crossed her legs before speaking.

“Being honest,” Rarity sighed, “I don't trust them. I never trust them. They're too nice, and too eager to help.”

“You don't like people who are like that, do you?” Fluttershy asked. Rarity shook her head.

“Blueblood was same when he tutor me,” Rarity stated, “Everyone is like that when they want something from you. I've been victim of that too many times.”

That made Fluttershy really sad to hear, but she couldn't refute it. Rarity didn't trust anyone one hundred percent except for the other Lyoko Warriors, so she'd know if someone was lying.

Fluttershy was about to say something to that, but looked out and gasped in shock. Walking up to them was a dog. It looked like a silver and white husky. Rarity looked at the dog too, and quickly rose to her feet getting in front of Fluttershy.

“Stop!” Rarity said to the dog. Surprisingly, it stopped right there looking at them. Rarity frowned looking at the dog in confusion, “Sidet'!”

The dog obediently sat down, wagging its tail.

“Rarity… what's going-”

“Shh…” Rarity said, “Myesto…” Rarity said softly, slowly approaching the dog who listened to her command to stay. She knelt down in front of the dog and held her hand out. The dog sniffed her hand, and then licked it before looking Rarity dead in the eyes. She was wide eyed. Not only had this dog listened to her commands, but it listened to her in Russian.

“S-Spike…?” Rarity asked. The husky licked Rarity's cheek, and then wagged its tail actually smiling at her.

“Oh my God…” Fluttershy said walking over to the dog, “It's you, isn't it Spike?” as if to answer her, the husky looked at Fluttershy and bowed to her, “Rarity, someone materialized Spike.”

“I didn't know Spike could enter real world,” Rarity said, “Unless…” both Rarity and Fluttershy gasped in shock.

“Code Earth!” they cried at the same time. Someone used that program on Spike, drawing him into the real world. But who, and why?

The husky, identified as Spike, turned and ran off a bit, stopping at the door and looking back at the girls.

“Spike wants us to follow him,” Fluttershy said, “I think he wants to take us to the factory.”

“It's awfully late,” Rarity said, “We'll miss curfew.”

“This is too important,” Fluttershy said walking after Spike, “This might be connected to my father.”

Rarity looked down thoughtfully and then walked after Fluttershy, “I'll go with you. I feel better knowing someone is watching over you.”

Fluttershy nodded to Rarity saying thanks, and they ran after Spike, took off in the direction of the factory.

The two of them followed the canine, who didn't stop running once. Once they reached the factory, Spike jumped off the ledge leading to the elevator and landed perfectly on the floor below, walking into the elevator. Rarity and Fluttershy swung down too, walking into the elevator and taking it to the computer room.

Inside, Fluttershy and Rarity ran to the computer, but Spike stayed in the elevator. Actually, he pressed the down button with his nose and actually took it to the scanner room. Through the camera there, the two girls saw Spike walk over to a scanner and sit down in front of it.

“I knew it,” Fluttershy said, “He wants me to come into Lyoko.”

“Not alone,” Rarity stated, “I'm going with you.”

“No Rarity, I need you out here,” Fluttershy said setting up the stalled transfer, “Just in case something happens, I need you to call the others and get them here. But it should be fine. I… I don't think I'm in danger.”

Rarity took a deep breath and rolled her eyes, “Dah, I'll stay out here then.”

“Thank you,” Fluttershy said, “There's… a virtual sphere in the Forest Sector.”

“Think that's where Spike wants to take you?” Rarity asked.

“I think so,” Fluttershy set up the coordinates and then walked to the elevator, “If anything happens, and it sounds like I'm in danger, contact Miss Tia.”

Rarity nodded and sat down in front of the computer. Fluttershy took the elevator down to the scanner room and walked to her scanner. Both she and Spike walked into their respective scanners, which closed and immediately got to work.

On the computer, Rarity saw two avatars loading, one being Fluttershy's angel avatar, and the other being a cybernetic wolf. On that avatar she saw the words “LAUNCHING SPIKE PROGRAM” appear in front of it.

Both Fluttershy and Spike vanished from their scanners.

In Lyoko, Fluttershy took form above the ground in the forest sector. As she landed, she saw Spike take form next to her. Once he rendered completely, he started walking forward, looking at Fluttershy and using his tail almost to motion her to “come with him”.

Fluttershy nodded and walked after Spike. Hopefully she could get some answers now.


Adagio slowly opened the door to the nurse's office, where she saw Twilight resting on her bed. Adagio smiled and walked into the room, going over to Twilight and sitting down next to her.

“We finally get some alone time, don't we Twilight Sparkle?” Adagio said, “Oh, how I've waited for this moment. You're someone I think about a lot, you know that? Someone I sometimes feel… a connection to. I wonder what's going on in that head of yours, Twilight Sparkle? How deeply does your fear of Lyoko affect you?” Adagio leaned in close to Twilight, “Do you know who I am, Twilight? Do you suspect me? Or are you still unsure? Perhaps you are in denial. Everything is almost finished, but there's no reason why I can't have a little fun. One last time…” Adagio raised her hand and held it over Twilight's head, her eyes now suddenly glowing red.

“There you are,” Sunset said, startling Adagio, who's eyes stopped glowing before she turned to the door.

“Oh, sorry Sunset,” Adagio said, “I was just wanted to see Twilight before I went to bed.”

“Worried about her too, huh?” Sunset asked walking into the room, “She's been through so much.”

“You… still love her, don't you?” Adagio asked.

“Jealous?” Sunset asked. Adagio chuckled.

“No matter what, you belong to me now,” Adagio said, “I'm not that insecure. However, I was just curious. You seem to always worry about her.”

“Well yeah, I do still love her,” Sunset admitted, “The only thing that's changed is how I show that love. I can't be with her, but that's okay. I'm still going to stay by her side, and protect her from XANA no matter what.”

“If… XANA were right here,” Adagio asked, “what would you say to him?”

“I'd tell XANA… he better watch his back,” Sunset said, “I'd say to him, 'you hurt someone I care deeply about, and I'm going to protect her and make sure you don't ever take her away again'.”

“Hm…” Adagio said. Twilight then stirred a bit, catching their attention.

“Hey, we didn't wake you, did we?” Sunset asked Twilight, who slowly opened her eyes turning to Sunset, but then looked wide eyed.

“S-Sunset…?” Twilight asked, backing away from Sunset a bit.

“What's wrong?” Sunset asked, “Is everything okay?”

Twilight looked at both Sunset, and then at Adagio, “Why do you two look like that?”

“Look… like what…?” Adagio asked.

Through Twilight's eyes, she saw both Sunset and Adagio looking at her, but they looked like CGI renderings of themselves. Sunset was dressed like a succubus or vampire, and Adagio was dressed more like a geisha with a large fan behind her.

Twilight's breathing picked up a bit, but then she pushed past them and jumped out of bed looking around frantically. Through her eyes, it looked like she was in an endless mountain canyon.

“Why…?” Twilight asked trembling, “Why am I… in Lyoko…?”

“Twilight, what's going on?” Adagio asked, “You're not in-”

“I have to get out of here!” Twilight cried, “Before XANA-” she screamed as she saw a krab walking up to her about to attack. She fell back from it and then scampered away running down the hall.

“Twilight!” Sunset called out, “Shoot! What the hell happened?!”

“We need to get a hold of her, fast,” Adagio stated, “Before she hurts herself.”

“Right! Let's go!”

As they ran, both of them pulled out their cellphones, Sunset calling Rainbow Dash and Adagio calling Aria.


Fluttershy followed Spike to a large clearing. Sure enough, she saw a white dome just like what generated the virtual sphere from months ago. Spike walked on ahead, stopping right in front of the sphere and looking at Fluttershy.

“Rarity, I don't know what's going to happen when I get inside,” Fluttersy said, “Remain on standby just in case I disappear.”

Dah,” Rarity said from the real world, “Be careful, Fluttershy”

“I will,” Fluttershy said. Spike walked into the virtual sphere and vanished. Fluttershy then took a deep breath, and walked into the sphere, phasing through almost like she would a tower.

On the other end everything was white for a bit, but then everything cleared up revealing the interior of the Everfree Mansion. Thing was, everything looked newer, and like someone was living there. Fluttershy looked at herself and saw she was back in her human form.

“Fluttershy, are you still there?” Rarity asked from the real world.

“Yes, I can hear you,” Fluttershy said looking around, “I'm… home.”

“Home? What do you mean?” Rarity asked.

“It looks like the Everfree Mansion,” Fluttershy said softly, “But… newer.”

Fluttershy heard the sound of a piano playing. She followed the sound to the living room, where her heart stopped. First she saw Spike, once again in his normal husky form lying next to the piano. Sitting at the piano though, playing a haunting yet beautiful melody…

Was Sombra.

“D-Daddy…?” Fluttershy asked. Sombra stopped playing and turned to Fluttershy, still wearing his sunglasses. He took off his sunglasses and regarded Fluttershy with a warm yet saddened smile.

“Hello Princess…” Sombra said, sounding to be on the verge of tears.

“Is… it really you…?” Fluttershy asked, trembling as tears built up. Sombra nodded.

“I can't prove it to you, and it's good that you asked that question, but I assure you, it's really me, Fluttershy.”

That actually proved it for Fluttershy. When XANA impersonated him before, he used her emotions to try and trick her immediately, but her real father would know the situation. It was him, he was here…

And he was alive.

“Daddy…!” Fluttershy sobbed, “DADDY!!!” she ran into his arms as he rose to embrace her, both of them crying.

“I'm sorry Fluttershy…” Sombra said through his tears, “I'm so sorry…”


Rarity was actually a little misty eyed listening to that. She couldn't believe it herself, but somehow Thanatos was still alive. She had so many questions for him, but she didn't want to interrupt their reunion.

She'd get her chance later.


Twilight ran through the halls of the building she was in, only to her she wasn't in a building. She was now in the ice sector, being chased by two bloks firing at her.

“Leave me alone!” Twilight screamed. She bumped into something and fell to the floor. She didn't know it, but the one she bumped into was Trixie.

“Twilight?” Trixie asked, “This is a surprise. Tixie missed you in history today.”

“No… No!” Twilight cried backing away from Trixie, who she saw as a megatank, “Stay away from me XANA!”

“XANA…?” Trixie asked, “Twilight, what's wrong? You're worrying Trixie.”

Trixie reached out to take her hand, but what Twilight saw was the megatank opening up to launch its attack. Twilight screamed and ran away before the perceived attack, leaving Trixie really confused and worried.

“T-Twilight…?” Trixie asked. She heard running from down the hall and quickly hid behind a corner, seeing Applejack and Vice-Principal Luna run down the hall.

“Shoot! Ah think we jus' missed her!” Applejack fussed.

“This is the only path she could have taken,” Luna said, “I've called Tia and told her of the situation. She should be heading to the factory now.”

“Alright good,” Applejack said, “Let's keep searchin for Twilight.”

As they ran off, Trixie stepped out looking really worried. Was Twilight in some sort of danger? Why was the Principal going to the “factory”? And more importantly…

Why was the school disciplinarian and the school's biggest delinquent talking like they were friends?

Something told her that something was happening at the factory, but as tempting as that was, Twilight was more important. She was her best friend, and she was in terrible danger. So instead of following her intuition, she ran after Luna and Applejack.


Fluttershy and Sombra sat down on the couch in the living room, Spike laying his head on Sombra's lap as the man petted him.

“So… this dog was some form of virtual pet?” Sombra asked.

“Yes… he was hit by some of XANA's energy and it somehow gave him sentience,” Fluttershy explained, “My friend Sunset and I made a program to transfer him into the super computer, and he's been helping us ever since.”

“I see. I apologize for taking him like that, but when I saw a program working by itself in Lyoko, I saw that as my chance to get some information on XANA, and begin to fight back,” Sombra scratched Spike behind the ear, “He's been quite useful to me, and has become something more akin to a friend.”

“Spike is very intelligent,” Fluttershy said, “He can understand us perfectly, and he's really sweet. My friend Rarity even taught him Russian.”

“Is she here now?” Sombra asked Fluttershy, who nodded, “Thank you for taking care of my daughter, Rarity.”

“It's no problem,” Rarity said, “But she takes care of us more. Sadly, I haven't been the best friend to her always.”

“You succumbed to XANA's influence,” Sombra said sadly, “I'm sorry for what happened to you. You have nothing to be ashamed of though. It was far worse when I fell to XANA,” he looked down in shame, “Everything that has happened to all of you is my fault.”

“Why…?” Fluttershy asked, “Why did you make XANA? Why did you help him?”

“I was weak…” Sombra said, “When your mother died, I was broken. The only way that I could cope was to focus on fighting Tartarus. I wanted them to pay for everything that they did, so I created XANA in the hopes that he'd ultimately destroy Tartarus, and Tirek.”

“You wanted Tartarus to pay?” Rarity asked, “Why though? Did they take something from you?”

“Not something, someone,” Sombra said. It took a second, but Fluttershy's heart leaped out of her chest when she realized what he was saying.

“Not… Mommy…” Fluttershy asked. When Sombra looked down in sadness, Fluttershy shook her head in horror, “No… that's wrong! You told me… that she died of cancer!”

“I'm sorry Fluttershy, but that wasn't the truth,” Sombra said, cupping his fist with his palm as he remembered it, “Damien Tirek captured her, and used her to force me to work for him in making his quantum computer. Do you remember the place we used to live in before coming to Canterlot?”

“I… remember,” Fluttershy said, “I liked that place. There were so many animals there, and things were peaceful, better.”

“That was a prison, Fluttershy,” Sombra said, “Your mother was imprisoned there, and Tirek only allowed us to be there as long as I helped him. The only good that came from there was that I met the four people who would become my dearest friends. Eos, Selene, Proteus, and Chaos. I renamed myself Thanatos, and the five of us began working on a means to escape.

“Sadly, Tirek found out our plans, and threatened to kill my wife had I kept fighting. I was going to stop, but your mother begged me to keep going. She told me that I had to fight Tirek, if not for her…” he looked at Fluttershy, “then for you. As we were leaving, I heard a gunshot, and since Tirek had a gun held to her head…”

“Mommy…” Fluttershy said, letting her tears flow freely.

“I admit, I am a weak man,” Sombra continued, “When I created XANA, he used my hatred for Tirek to trick me into not only empowering him, but also into betraying my friends. By the time I realized what was happening though, it was too late. XANA knocked me into the Digital Sea, and he had become too powerful for anyone to stop,” he held his head in anguish, “I destroyed everything… and I put not only my dear friends, not only my family, but the entire world in danger… all because of my foolish need for revenge… Even worse… now you… my child, have to bear my sins… You'll always be connected to the super computer, as long as this horrible thing exists…”

“Sombra…” Rarity said from the real world. Fluttershy looked at her father as he silently cried, Spike whining in sadness next to him.

“Please Fluttershy, tell me that you hate me,” Sombra begged, “Call me a monster for taking away your life. For stealing ten years of your life. By now, you're supposed to be twenty-five going on twenty-six. You're life is ruined… all because of me…”

Nyet, Sombra. That is wrong,” Rarity said from the real world. Fluttershy looked up response.

“Rarity…?”


“You say what happen to me wasn't my fault,” Rarity said folding her arms, “I feel same about you, Sombra. Yes, you make mistake, and it cost you greatly. You lose family, lose friends, lose life even. But none of this was your fault. Only one to blame in my eyes, is XANA.”

“You… forgive me, Rarity?” Sombra asked.

“It's not my place to forgive,” Rarity said, “But I know how Fluttershy probably feels. I know, because I same. Papa hates decision I make in dating girl, but even still, I love him. I forgive him, even though he make home terrible place for me. All children want is parent's love. That's all I want from Papa, and I'm sure that's all Fluttershy wants from you, Sombra.”


“Is this true…?” Sombra asked looking up at Fluttershy, “Will you… forgive these broken remains of a sinner?”

Fluttershy looked at Sombra intently, trying to figure that out herself. She didn't know how she felt honestly. When she first learned the truth about what her father did, she was crushed. She didn't want to think that her father had helped XANA and betrayed the Architects of Lyoko, but from what she heard it sounded like that was what happened.

But seeing her father like this painted it all in a new light. She didn't see a man who was secretly insane. She saw a man who loved his family, and was plagued by revenge and hatred. Knowing the truth about everything, including her mother's death, it showed her that almost her entire life was painted by this God forsaken machine. But by that right, her father gave her something that she didn't even know she lacked before.

He gave her a life.

Fluttershy scooted closer to her father and wrapped him in a comforting embrace.

“I'll always be a part of Lyoko now,” Fluttershy said, “That's true, and I did lose ten years of my life. But thanks to you, now I have a life, and freedom. Rarity, Rainbow Dash, Pinkie Pie, Applejack, Sunset, and… Twilight, they're the closest friends I ever had. In a sort of odd, twisted way, I have Lyoko to thank for that. I'm… not happy with everything that you did. You did lie to me about Mommy's death, and you did create XANA, but right now, I'm just so happy that you're here,” she smiled, tears of joy falling from her eyes, “No matter what, I love you Daddy, and I want to use this power I possess now to help you.”

“Fluttershy…” Sombra said, breaking down and wrapping his arms around his daughter, “You're new form matches you perfectly. You truly are an angel, just like your mother.”


Back in the real world, Rarity was shocked by the sound of her phone ringing.

“Hello?” Rarity asked.

“Hey Rares, ya seen Fluttershy?” Applejack asked from the other end.

“Oh, dah,” Rarity said nervously, “She's er… actually in Lyoko at moment. It's complicated, but she's alright. I'm with her.”

“Ah ain't gonna ask, but Ah trust ya,” Applejack said, “Listen, we got a problem. Twilight's panickin, apparently thinkin she's in Lyoko right now.”

“What?! Do you need us? What can we do?” Rarity asked.

“Right now, jus' hang tight,” Applejack said, “Celestia is on her way there, so jus' do what ya can ta help her.”

Dah,” Rarity said, “I'll do what I can to-

TOWER ACTIVATED

LOCATION: FOREST SECTOR

18 LAT, 37 LONG

“Um… AJ?” Rarity said nervously. Applejack groaned.

“Please please please don't tell me that was the super scan,” Applejack begged.

Prosti…” Rarity apologized. Applejack knew what that meant, as Rarity had begun teaching her a little Russian, so she sighed.

“Let Celestia know when she gets there,” Applejack said, “Ah'll see if Ah can get some of the others there ta help ya.”

Dah, spasibo Applejack,” Rarity said.

“Yer welcome, Rarity,” Applejack said. Rarity kissed the phone and then hung up as the elevator opened up. She turned to see Celestia walk inside.

“Rarity? What are you doing here?” Celestia asked.

“Er… it's complicated…” Rarity said with an awkward smile.

“Rarity, is something going on outside?” Fluttershy asked. Celestia was shocked, but then folded her arms raising an eyebrow.

“Mind telling me what you and Fluttershy are doing with the super computer this late at night?” Celestia asked.

“Tia? Is that you out there?” Sombra asked. Celestia's eyes went wide hearing that voice.

“Oh my God… S-Sombra…? Is that you…?” Celestia asked walking to the computer.

“Yes Tia, it's me,” Sombra said, “I'd love to catch up, but it sounds like things are happening in the real world.”

“They are, I'm afraid,” Celestia said, “One of my students is being attacked by XANA right now. She seems to think she's in Lyoko, and is panicking due to her fear of it.”


“Intense fear of Lyoko…?” Fluttershy asked, shooting up in shock, “That sounds like Twilight!”

“Twilight? The one XANA captured before?” Sombra asked sitting up.

“She's my girlfriend,” Fluttershy explained, “XANA targets her more than anyone,” Fluttershy stepped forward glaring, “Miss Tia, what is he doing to Twilight?”

“Somehow he has made her think she's in Lyoko right now,” Celestia said, “She's in a state of panic, thinking that anyone besides us is a monster.”

“That's not all,” Rarity added, “Tower activate as well. It's in Forest Sector.”

“Is the tower the cause of what's happening to Twilight?” Fluttershy asked.

“No, it wouldn't be possible,” Sombra said thoughtfully, “He would need to either send a virus to her through the scanner, or use the Scyphozoa.”

“But Twilight's never in Lyoko,” Rarity pointed out, “How would he infect Twilight then?”

Sombra closed his eyes and thought to himself, but then looked shocked, “Those children!”

“Sombra, what children?” Celestia asked.

“Someone needs to find Twilight and get her to the factory!” Sombra said, “We will head to the tower to deactivate it! Rarity, if you can come into Lyoko as well, that would be helpful.”

Dah! I'll come right away!” Rarity said.

“Oh, and make sure those girls stay as far away from Twilight as possible,” Sombra seethed, “Damn it, I should have killed them when I had the chance. Spike, let's go!”

Spike rose up and howled.

“Daddy, Spike, wait!” Fluttershy cried, stopping them, “Who are you talking about? Who do we need to keep away from Twilight?”

“Those devil children that joined you,” Sombra said, “There's more to them than meets the eye. Come, there's no time to explain!”

Sombra and Spike ran out of the mansion. Fluttershy nodded to herself and ran to the door too.

“Fluttershy, be careful!” Celestia cried, “Monsters have appeared right outside the virtual sphere!”

“R-right!” Fluttershy said. She ran outside, returning to Lyoko's Forest Sector, where she saw Spike and her father, now in the form of the phantom, fighting two krabs and a tarantula.

Fluttershy was about to fire at the tarantula, but two bloks started firing at her from her left. She took to the skies using her wings flying around the bloks as the fired.


“Damn it!” Celestia swore as the elevator opened behind them. Rarity looked and saw Rainbow Dash and Pinkie Pie run into the computer room.

“Applejack told us the super scan went off!” Pinkie Pie said.

“Where are we headed?” Rainbow Dash asked.

“The Forest Sector,” Celestia said, “I'll transfer the three of you a little away from the action. Once there, aid Spike, Fluttershy, and Sombra and take the west path to the tower.”

“Sombra?” Pinkie Pie asked, “He still had a continue?!”

“We'll explain later!” Rarity said, “Let's go!”

“Hey, I'm second in command!” Dash fussed as they ran to the elevator, “That's my line!”

The three of them ran to the elevator and went down to the scanner room. Once they were in position, Celestia got to work.

“Transfer Rainbow Dash! Transfer Pinkie Pie! Transfer Rarity! Scanner Rainbow Dash! Scanner Pinkie Pie! Scanner Rarity! Virtualization!”


The three of them rendered just a few meters away from the fight. Once they landed, Dash rushed off at high speed going right to the krab Sombra was fighting. She jumped on top of it, and threw a kunai at the XANA symbol, jumping off just as it exploded.

“You're Fluttershy's old man, right?” Dash asked, “Look, sorry about earlier. No hard feelings, right?”

Sombra, who seemed to be unable to talk in his phantom form, placed a hand on Dash's shoulder and nodded.

Rarity jumped on one of the bloks and stabbed it in the eye with her sword. As it exploded, Rarity jumped off and used her sword to block the second one's attacks. A golden arrow shot through it, destroying it instantly.

Spasibo, Fluttershy,” Rarity said as Fluttershy landed next to her. Fluttershy smiled sweetly.

Spike was trying to focus on both the krab and tarantula in front of him, but seemed to be having trouble. Pinkie Pie jumped in and used her Homing Attack on the tarantula, killing it. Spike then jumped away from the krab and shot a green fireball out of his mouth at the krab, destroying it.

“Glad to see you're still on our side, Spike,” Pinkie Pie said petting the cybernetic canine, who licked her face.

“I can send your Tera-Bikes to you,” Celestia said, “The tower's a bit of ways away from your location.”

Pinkie Pie, Rainbow Dash, and Rarity's Tera-Bikes rendered next to them. They ran over to their bikes, but then looked at Sombra and Fluttershy.

“Um… what's Sombra going to do?” Pinkie Pie asked.

Sombra walked over to Spike, who knelt down and let Sombra get on his back. Rarity huffed folding her arms.

“Uh oh,” Dash taunted, “Someone just stole your ride, Rarity.”

“Hmph!” Rarity turned her nose to the air. The group rode (flew) off toward the tower, all the way at the other end of the sector.


Back in the school, Twilight ran until she reached what she viewed as the edge of the Forest Sector. She looked around frantically, going into full panic mode.

“How did I get here?!” Twilight cried, “Fluttershy! Eos! Anyone!” she sat down hugging her knees crying, “Someone… please help me…!”

Around the corner, Discord walked down the hall toward Twilight. Only, this Discord phased in and out like static for a second, and held his hand out charging up electricity.

Sunset and Adagio came in from another hall and saw “Discord” about to attack Twilight.

“Twilight, look out!” Sunset shouted, catching Twilight's attention. Twilight turned quickly and saw Discord, but to her it looked like the most terrifying monster in Lyoko.

The Scyphozoa…

Twilight was frozen in fear, unable to even scream. “Discord” raised his hand to attack…

But Adagio quickly tackled “Discord” to the ground away from Twilight, who immediately shot up and ran away, pushing past Sunset.

“Ahh! Twilight!” Sunset called out, “Shoot, she's getting worse! At this rate-” she was cut off by Adagio screaming. A second later, Adagio went flying into the wall next to her, “Shit!” Sunset turned around and saw Discord walking toward her, but two more Discords appeared next to the central one.

“I see,” Sunset stated, “That makes sense. You can't possess one of us, but you can mimic us.”

The three Discords held out their hands and shot electricity at Sunset, who rolled to the side. She picked up Adagio and ran off, carrying her over her shoulder.

“We need to warn the others,” Adagio stated.

“I know,” Sunset said, “Once I get you someplace safe, I'll call Applejack and Lulu.”


“Yeah, we're still tagether,” Applejack said to Sunset on her phone, “We're lookin fer Sonata and Aria now.”

“Good, I have Adagio with me,” Sunset said, “I don't know where Twilight is now though.”

“We'll find her,” Applejack said, “If she thinks she's in a sector of Lyoko now, she won't run off, else she risks running into the Digital Sea.”

“AJ, look!” Luna called out pointing forward. Applejack looked and saw Cadance standing in front of them. She smiled evilly, and then phased in and out, turning into what Applejack assumed was what Chrysalis really looked like.

The Chrysalis clone rushed at them at high speed and whacked Vice-Principal Luna to the side into a wall.

“Lulu!” Applejack cried, right before the clone kicked Applejack down to the ground, “Now that's jus' cheatin, XANA. Ya could have at least turned inta someone that deserves a good beatin,” the clone looked at Applejack, then phased in and out turning into an exact replica of her, “Now that's a pretty young thing there. Not too sure the hat's a good look though.”

Whether because it wanted to shut Applejack up, or just to move things along, the clone of Applejack rushed at her, pinning Applejack to the ground.

Luna shot up and grabbed the clone, pulling it off Applejack and kicking it in the stomach.

“You okay Applejack?” Luna asked.

“Ya sure didn't have any trouble with that,” Applejack said, “Kickin my look alike like that.”

“Are you kidding? This lets me vent two semesters worth of agony!” Luna said, “I'm going to enjoy this fight.”

The clone looked at Luna, and then turned into a replica of Celestia. Applejack tried so hard not to laugh, but failed almost immediately.

“At least XANA has a sense of humor!” Applejack said through her laughter. Luna sighed and braced herself as the clone rushed at them.


Watching the fight from around a corner, Trixie couldn't believe her eyes. Was that thing some weird hologram or something? Why were Applejack and Luna fighting it? Also, what was this “XANA” everyone kept talking about?

“I need to find Twilight!” Trixie said running off, forgoing referring to herself in the third person. This wasn't about her anymore. Now she knew, Twilight was definitely in danger.


Back on Lyoko, everyone was being chased by a hornet swarm. As they tried to fire at the group, Rarity used her sword to block the attacks.

“Are we getting close to tower?!” Rarity asked.

“I'm sorry, but you all still have quite a ways to go,” Celestia said.

In front of them, two krabs walked out in front of them, blocking the pathway. The only pathway.

“Light Arrow!” Fluttershy shouted, firing a golden arrow from her bow at the krabs, who sadly moved out of the way of her shots. They charged up and fired at Fluttershy, actually knocking her to the ground.

Fluttershy: 60 HP

“Fluttershy!” Dash called out. Sombra motioned for Spike to change direction, and they moved to grab Fluttershy, immediately pulling her onto Spike.

“Daddy, thank you,” Fluttershy said. All Sombra could do as a response was nod.

Pinkie Pie and Rainbow Dash both jumped off their Tera-Bikes at the same time. Dash threw a kunai at the krab on the left, and Pinkie Pie used a Homing Attack on the krab on the right. When both were destroyed, the girls landed back on their bikes.

“The path is cleared!” Dash called out.

“Hold it!” Celestia called out, “Something big is forming right in front of the tower!”

Rarity looked to the side, where she not only saw the activated tower, but she saw the Kolossus forming next to it.

“Kolossus!” Rarity called out.

“We need to lead it away from the tower!” Dash shouted, “Fluttershy can't enter the tower with that thing guarding it!”

The hornet swarm fired at Rarity, damaging her and destroying her Tera-Bike.

Rarity: 70 HP

“The tank is down!” Pinkie Pie cried, “I repeat, the tank is down!”

The hornets all flew down toward her, but Sombra jumped in the way and slashed them back with his scythe. He stepped off of Spike and let him go over to Rarity.

“Are you sure?” Rarity asked, Sombra nodded in response, “Spasibo, Sombra.”

Rarity got on Spike's back and ran off after Rainbow Dash, Pinkie Pie, and Fluttershy, who had taken to the skies again and flew after them. Fluttershy stopped and turned to Sombra as he slashed all of the hornet's shots away with his scythe.

“Daddy!” Fluttershy cried.

“Hey, Your Highness!” Dash called out, “We got a tower to deactivate!”

Fluttershy bit her lip nervously, but she flew after her friends nonetheless. Ahead of them a megatank rolled in front of them, opened up, and fired at them, forcing the four girls to move out of the way of the attack.

“Geez, XANA spiked the difficulty on us again!” Pinkie Pie cried.

“Leave this to me!” Dash said riding her Tera-Bike right at the megatank.

Rainbow Dash VS Megatank

The megatank opened up and fired at Rainbow Dash, but she was too fast and rode away from the attack. She turned and rode behind it and threw a kunai, but the megatank closed right before her attack hit.

“Hey! Are these guys smarter or something?!” Dash asked.

“Dash! I'm picking up another megatank!” Celestia said from the real world, “It's behind you!”

“What?!” Dash shouted right before another red wave hit her, destroying her Tera-Bike and knocking her to the ground.

Rainbow Dash: 60 HP

Just as she rose to her feet, the she saw the second megatank still opened and prepared to fire. She braced herself for that attack, but it never came. Instead, the other megatank rolled over her flattening her.

Rainbow Dash: 0 HP


One of the scanners opened up, revealing a really pissed off Rainbow Dash.

“Goddamn it!” Dash shouted slamming her fist on the side of her scanner.


“Sorry Principal Celestia,” Rainbow Dash said walking into the computer room, “I think XANA's monsters are smarter.”

“His monsters are extensions of himself,” Celestia said, “If he's getting smarter, it would reflect on the monsters in Lyoko as well.”

“Wanna switch places?” Rainbow Dash asked, “I can man the computer from here.”

“Thank you,” Celestia said, “Transfer me near Sombra. When I tell you to, send my Tera-Bike.”

“You got it,” Dash said, sitting down once Celestia rose from the computer and to the elevator. Dash immediately got to work setting up the transfer, “Transfer Celestia!”

Celestia ran out of the elevator rushing right into the scanner, which immediately closed behind her.

“Scanner Celestia!” Dash said, connecting Celestia to her sun goddess avatar, “Virtualization!”


Celestia rendered into Lyoko, dropping a bit behind Sombra, who was slashing the red lasers of the hornets he was fighting away. Celestia calmly walked toward the fight, holding out her hand and charging up her solar energy. She then unleashed it as a golden laser, knocking back a good bit of the hornets and surprising Sombra.

Celestia smiled at Sombra, and then put her focus on the hornet swarm before her.

Celestia VS Hornet

The hornets now focused on Celestia, who elegantly flipped back away from their attacks. She charged up her Solar Blast and fired at the hornets, hitting one but the other three moved out of the way.

“Hrm… XANA has gotten smarter,” Celestia said. Two kankrelats walked up behind her and charged up their lasers to attack Celestia from behind, but Sombra quickly blocked their attacks.

Celestia met eyes with Sombra, and then the two of them put their focus on their respective fighting, staying back to back as they fought.

Elsewhere, Rarity, Pinkie Pie, and Fluttershy were approaching the tower, but stopped as the Kolossus slammed its blade in front of them. Fluttershy flew over the Kolossus and tried to fly toward the tower, but she saw two tarantulas standing guard. They pointed their lasers at Fluttershy and fired at her continuously, forcing her to fly out of the way of their shots.

“Pinkie Pie, I can't get close to the tower!” Fluttershy cried.

“Leave it to me!” Pinkie Pie said. She jumped off her Tera-Bike and ran toward the tarantulas on all fours. Just as she was about to attack though, a megatank's blast shot her in the side knocking her away.

Pinkie Pie: 30 HP

“This isn't good!” Pinkie Pie said rising to her feet, running away when she saw the megatank charging up a second attack, “I'M UNDER LEVELED FOR THIS FIGHT!!!”

As the rest of them struggled with their fights, Rarity jumped on the Kolossus' back and began climbing it while Spike ran around it shooting fireballs at it. Once she reached the head, she pulled out her sword and thrust it right into the XANA symbol on its face. The Kolossus cried out in anger and thrashed around to throw Rarity off it, but she held her ground in determination.

/I'm going to kill you this time!/ Rarity said in Russian, /I swear, I'll take you out, Kolossus!/

After finishing their fights, Celestia and Sombra rode to the tower on Celestia's white and golden Tera-Bike. Celestia shot her Solar Blast and shot at the megatank, actually knocking it back a bit. She turned the Tera-Bike to the side stopping it, and Sombra used the momentum to rolled off the bike and run to Fluttershy's aid.

“Hey Sombra! More monsters coming! They're about to target-”

Sombra was shot in the stomach, and fell to one knee.

“Sombra!” Celestia cried.

“Hey um, guys?” Dash asked, “Sombra doesn't have a life bar.”

“He doesn't?” Celestia asked.


“I've been looking and looking, but nothing comes up,” Rainbow Dash said nervously, “What does that mean?”

“Sombra doesn't have any human DNA,” Celestia said, “He exists as fragments of data within the network, but he's a foreign agent in Lyoko.”

“Doesn't that make him invincible here then?” Dash asked.

“No, Rainbow Dash. It's actually the exact opposite,” Celestia pointed out, “It makes him more vulnerable against XANA's monsters.”


“No!” Fluttershy cried, “I have to save him!”

Fluttershy flew down to Sombra's side and pulled out her bow, firing Light Arrows at the krabs. She destroyed them, but they were joined by four hornets. They returned fire, actually hitting Fluttershy in the stomach.

Fluttershy: 40 HP

“Fluttershy, you have to get to the tower!” Dash fussed, “You've lost, like, half of your hit points!”

“But if I leave him, he's going to die!” Fluttershy cried rising to her feet, “I don't care if he's just bits of data! These bits of data are all that's left of my father!” she prepared another Light Arrow, but a took another shot in the stomach, this one being from a krab.

Fluttershy: 20 HP

“If you take another hit, you're going to be devirtualized!” Dash exclaimed.

“I know…” Fluttershy sobbed, “But if I leave, XANA will…”

Sombra looked at Fluttershy intently, rose to his feet, and walked ahead standing in front of his daughter. As the monsters all charged up their attacks again, Sombra held his hands out, taking the hits for Fluttershy.

“SOMBRA!!!” Celestia cried before jumping away from a megatank's attacks. Pinkie Pie rushed over to them, but the megatank turned to her and hit her in the back.

Pinkie Pie: 0 HP

NYET!!!” Rarity cried. The Kolossus knocked her off, but she was caught by Spike and taken off to the side, “Spasibo Spike,” Rarity said. She and Spike were about to run to help too, but the Kolossus slammed its blade in their way and looked right at them, almost glaring at them.

Chert!” Rarity swore to herself, Spike growling at the Kolossus.


Twilight ran into a classroom. To her though, it looked like the inside of a tower.

“Why isn't anyone helping me?!” Twilight cried falling to her knees, “I just want to go home!”

The classroom door opened, and Trixie ran inside.

“Twilight!” she called out running to her aid, “Twilight, are you okay?! Look at me!”

Twilight looked up at Trixie, but instead saw the Scyphozoa hovering over her.

“NO!!!” Twilight screamed backing away, “Stay away from me XANA!!!”

She held out her hands to charge up her energy blasts and fired at her target. To Trixie though, Twilight just held her hand out.

“What are you… doing…?” Trixie asked, “It looks like you're… shooting something…?”

The door opened again, but this time Aria and Sonata ran in.

“There she is,” Aria said, “Glad we found her.”

“What's going on with Twilight?” Trixie asked getting in front of the two girls, “She keeps thinking I'm something called “XANA”, and she seems terrified.”

“Don't worry about that,” Sonata said skipping over to Trixie, “We'll take over from here.”

Sonata tried to grab Twilight, but Trixie grabbed her arm and pulled Twilight behind her. Naturally, Twilight screamed, but Trixie didn't care.

“Why should Trixie give Twilight to you?” Trixie asked harshly, “Trixie is Twilight's best friend, and she's worried about Twilight!”

“Then you need to give her to us,” Aria said, “We'll take care of her.”

“Why can't you tell Trixie what's going on then?” Trixie pressed, “She keep seeing everyone running around, and earlier I heard Applejack and the Vice-Principal mentioning that the Principal is at the factory! What does that mean? What's going on at the factory?”

“It's none of your business what's going on at the factory,” Aria stated, clearly getting annoyed, “Now give Twilight to us, now!”

Aria lunged at them, but Trixie quickly pulled Twilight away and an out the door. Aria and Sonata frowned at that, and then gave chase.

To Twilight, she saw the Scyphozoa pulling her away. She tried to pulled her arm free, but stopped when she saw the Scyphozoa slowly change shape. It how had a white glow around it, and instead she was seeing Trixie.

“T-Trixie…?” Twlight asked fearfully.

“Trixie will protect you, Twilight,” Trixie said giving her an honest smile, “You're safe now.”

Something shot at Trixie, knocking her into a wall and making her let go of Twilight's hand. Twilight looked and saw from her POV the actual Scyphozoa hovering over the glowing Trixie.

But to Trixie, it was one of the Discord clones.

“Twilight…!” Trixie said turning to Twilight, “RUN!!!”

Twilight shook her head in fear, unsure of what to believe, but in the end she ran off. The Discord clone scowled at Trixie, and then resumed its hunt for Twilight. Trixie reached for the clone, but soon fell out unconscious.


“Daddy, stop!” Fluttershy cried as the monsters continued to fire at him, “If you don't you'll die!”

“Fluttershy, I think your dad's trying to say something,” Dash said from the real world, “A message is appearing on the screen.

“Fluttershy, getting to see you again was the greatest gift I could ask for,” Dash read for Sombra, who turned to look at Fluttershy, “I had Spike bring you to Lyoko so I could apologize to you for creating this monster and causing you so much pain. I've wanted to talk to you for so long, but all I could do was watch, and pray that you'd live.

“But I see that I had nothing to worry about. You have such wonderful friends, who time and time again risk everything for you. I had hoped one day you'd get friends that were your own age, and seeing this, I couldn't be happier. But it's because of those friends that you have to live. You're the only one who can save Twilight. The only one who can deactivate that tower. Please Fluttershy, leave me and go.”

“But… I can't lose you again!” Fluttershy cried, breaking down completely, “If you live, maybe we can use the materialization program to-”

“No Fluttershy,” Dash continued for Sombra, “The program won't work for me. All I can do is project myself in the network, but I'll never be human again. This is my punishment, my curse, but I don't want you to suffer anymore because of me,” Dash sounded like she was crying from outside, “XANA has destroyed your past, but now you have a wonderful future. Don't waste it clinging to things that have long passed on. Go to the tower, and live. Live on for your mother, and for me. Though my body will decay, your memories will always keep me alive. I love you so much… Fluttershy.”

“Daddy…!” Fluttershy sobbed. She wiped her eyes, rose to her feet, and ran past the monsters, and past her father, to the tower. Sombra turned to Celestia and held out his hand. Celestia held out her hand, letting her tears flow freely.

One of the krabs shots went through Sombra, who slowly fell back.

“SOMBRA!!!!!” everyone except for Fluttershy shouted. Fluttershy stopped in front of the tower, tightened her fists, and then phased into the tower.


Fluttershy ran to the center of the tower, and allowed herself to be lifted to the platform above her.


Twilight was backed up against a wall as two clones hovered over her. One being Discord, and the other being ironically, Celestia, but all Twilight saw were two Scyphozoas. One one end of the hall, Sunset ran in by herself, but on the other end, Applejack and Luna ran in.

“Twilight!” Sunset cried.

“We're comin!” Applejack shouted. As they ran to her aid, another clone, the Chrysalis clone grabbed Luna and held her against the wall.


Fluttershy landed on the platform and calmly walked over to the holographic kayboard, where she began typing to break its security.


Sunset and Applejack both grabbed one of the clones, but both of them were thrown off. Twilight saw both Sunset and Applejack's Lyoko forms fall to the ground in front of her.

“Applejack! Sunset!” Twilight cried. She ran off, bumping right into Adagio, who embraced her tightly.

“Shh…” Adagio shushed the struggling Twilight, now flanked by her sisters, “It's okay now, Twilight Sparkle. The game's over.”


The keyboard vanished, revealing the holographic touch screen, where she immediately placed her hand.

FLUTTERSHY

CODE

LYOKO


In the school, all the clones vanished, becoming static. Sunset, Applejack, and Luna all sighed in relief as Sunset's phone rang.

“Hey,” Sunset said answering her phone.

“Mission complete,” Dash said softly, “Did you guys… find Twilight?”

“Yeah, we did,” Sunset said, looking at Adagio, Aria, and Sonata as they worked to comfort Twilight, “We're bringing her to the factory now. Everything okay on your end?”

“N-not really,” Dash said, “I'll fill you in when ya get here, okay?”

Dash promptly hung up, and Sunset looked at Adagio and her sisters intently, frowning at Adagio a bit.


Outiside of the tower, all of the monsters vanished, including the Kolossus. It seemed they were there solely to kill Sombra. Everyone gathered around Sombra's avatar as it slowly broke apart, Celestia sitting with Sombra resting his head on her lap.

“You did it, Sombra,” Celestia said softly, “You redeemed yourself,” Sombra slowly raised his hand to Celestia, cupping her face lovingly, “I'll take care of Fluttershy. I promise. I love you… Sombra.”

Sombra nodded slowly, and then his hand fell limp. His entire body broke apart at that moment, and Celestia hugged herself tightly breaking down. Rarity knelt down next to her and embraced her, as Spike howled sadly.


Dash slammed her fists on the dashboard in anger, crying in both sadness and frustration.

“Fuck you XANA…!” Dash seethed, “FUCK YOU!!!”

Pinkie Pie wrapped her arms around Rainbow Dash. Both of them were crying, but shockingly Dash was crying the hardest. Probably more in anger than anything.


Inside the tower, Fluttershy was on the floor completely broken. This was the hardest she had ever cried in her life. Now her entire family was definitely gone.

“Good bye… Daddy…” Fluttershy sobbed, “I'll never… forget you…”

end song


Back in the school, Snips and Snails were making their way back to their room after getting some late night gaming in. Yeah, they knew it was past curfew, but they had been doing this since the beginning of the school year, and no one caught them.

They turned the corner, and were shocked to see Trixie of all people lying on the ground hurt.

“Great and Lovely Trixie!” Snips and Snails cried out at the same time running to her side.

“Let's get her to her room!” Snails cried. Snips nodded, and the two boys carried their older friend to her room. They didn't know, but Sonata stepped out from behind a corner watching them.


It didn't take long to get Twilight cured of the virus, which turned out to be of the same variety as the one that caused Rarity to be put in a state of perpetual fear months ago. Twilight was now resting back in the nurse's office, and Adagio and her sisters went back to their rooms to rest. This left only the core members to talk among themselves in the Everfree Mansion, but Fluttershy was as usual in her room by herself.

“It's jus' too strange though,” Applejack said, “How did Twilight get infected like that?”

“She never went into Lyoko,” Rarity said, “Nor was she ever close to scanners.”

“Could that have also been connected to the tower?” Pinkie Pie asked.

“Not likely,” Vice-Principal Luna said walking into the living room, “She was like that before the tower activated. It seems more like the tower was meant to keep us distracted.”

“So what? Was this entire attack just XANA's idea of a prank?” Dash asked harshly, “If so, he has a real sick sense of humor!”

“Dash, calm down,” Sunset requested.

“Fuck no I'm not calming down!” Dash shouted rising to her feet and pacing around, “Fluttershy finally found her dad, and XANA just takes him out?! Oooh, when I get my hands on him, I'm gonna rip him apart!”

“Right now, we need to focus on how Twilight got hurt in first place,” Rarity stated, “Revenge on XANA comes later.”

“Sunset, you were with Twilight before, right?” Applejack asked, “Any idea how this happened?”

Sunset closed her eyes and frowned, “I have… something at least. Trust me though, I don't plan on letting XANA get that close to Twilight ever again.”

“Neither do I.”

Everyone turned to the door and saw Fluttershy standing there. Her eyes were a little cloudy, showing that she had probably just finished crying.

“Hey, I'm sorry about your dad,” Dash said, “If it means anything, I-”

“I don't want to think about that right now,” Fluttershy said, “If I do, I'll start crying again. My main concern right now is destroying XANA.”

Rainbow Dash met eyes with Fluttershy, and then nodded, “Alright then, I'll do the same.”

“I'm going to go back to work on the anti-XANA program,” Sunset said walking to the door, “The sooner that's done the better.”

“Sunset,” Fluttershy called out stopping her, “I… um… be careful Sunset. My father mentioned…”

“Trust me, I'm always careful,” Sunset said, “You know what they say though, keep your friends close, and your enemies closer.”

She walked out the mansion, leaving everyone there a little shocked. All this time, did Sunset Shimmer…?


Sunset walked back to the school building, a serious look on her face. She saw Adagio beginning to make her way to the nurse's office, but she also saw Celestia walking toward the building from another path. Sunset glared at Adagio, and then walked up to her, wrapping an arm around her.

“Hey Adagio!” Sunset said with a smile, “What ya doing?”

“I was just going to check on Twilight,” Adagio said, “Sonata was worried about her, so I figured I'd at least see if she was recovered.”

“Let's check on her tomorrow,” Sunset said pulling Adagio away, “I have plans for you, Adagio.”

“Oh? What sort of plans?” Adagio asked. Sunset pinned Adagio to the wall and kissed her, passionately and ferociously. After a second, Adagio wrapped her arms around Sunset, returning the gesture. While they kissed, Celestia walked right past them, completely unaware of the make-out session happening behind the corner.

The two girls separated, a trail of saliva between them as they looked in each others eyes.

“Why don't we finish this in our room?” Adagio requested.

“That, is exactly what I had in mind,” Sunset said. She and Adagio walked off back to their room, but Sunset took one last look at the building they were leaving. She secretly sighed in relief.

Don't worry Twilight. I'll keep protecting you, no matter what I have to do.


Celestia walked to the nurse's office, and peeked inside. She saw Twilight lying on her side, her back turned to the door.

“Twilight, are you still up?” Celestia asked softly.

“Yeah… come in,” Twilight said, not turning to face Celestia yet. Celestia walked inside and sat down next to Twilight.

“You've been through quite a bit tonight, haven't you?” Celestia asked.

“I lost…”

“Hm?” Celestia asked.

“XANA wanted to break me, and between the last attack with the tanks and this last one, I can see that he's succeeded. Just the thought that I was back in Lyoko had me crippled with fear. I'm not like you and the others, Eos. I'm weak.”

“No Twilight, you're not weak. You're no weaker than I am,” Celestia said, reaching into her pocket and pulling out a box of cigarettes, putting them on the bed stand next to Twilight, who looked at them in shock.

“Eos…” Twilight slowly sat up and looked at her mentor, “Are those…?”

“I had quit, you know?” Celestia said somberly, “I was quite proud of myself for kicking the habit, but after being held by XANA for so long, I broke down and fell off the wagon. Lulu is quite frustrated with me, but she knows how sensitive I am. In fact, I still can't sleep by myself.

“It's hard staying strong, especially right now. Believe me, I want to just break down and cry after what happened today. I loved Sombra so much, even though I knew he was still upset at the loss of his wife. But breaking down isn't going to help anyone,” Celestia embraced Twilight tightly, “Remember what you told me the day I revealed myself to you? You told me that XANA was winning, because he had me in hiding. It's the same here, Twilight. You are right that he beat you, but he hasn't won as long as you get back up. I'm not going to force you to fight. The only one who can do that is you,” Celestia stood up and walked to the door, “You never stopped believing in me, Twilight, so I won't ever stop believing in your either. I know you're stronger than this, and that you'll beat XANA.”

With that, Celestia walked out of the room. She knew that Twilight wouldn't stay down too long. She just needed to remember why she fought so hard in the first place.

“There you are,” Luna said to Celestia when she walked out of the building, “Think Twilight will be okay?”

“I know she will,” Celestia said, “For now, let's get some rest.”

Celestia walked over to Luna, who wrapped an arm around her older sister as they walked to Luna's car. This was how Celestia kept it together for so long. She wasn't strong in the slightest. She just had her beloved knight protecting her like always.

Just like when they were kids, Celestia could always rely on Luna.


“Eos…” Twilight said to herself, holding her hands over her heart, “You still believe in me. But… I don't know if I can…” she broke down, “I'm sorry… everyone…”

Ending Theme: Can't Fight the Moonlight

Author's Note:

I'll try not to make you guys wait too long for the next chapter, but as you can clearly tell, the final fight is coming up, so I need to make these chapters perfect.


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