Sissi sat down at the cafeteria table, stretching the still-lingering sleep from her muscles as Odd slid in beside her, plate piled with eggs and pancakes. Across the table, Ulrich and Jeremie paused their conversation to welcome their friends. As the two boys continued to talk, Sissi and Odd glanced sidelong at each other, unsure of whether or not to speak. It had been a long week of vacation since the party—they'd both had some time to think.

"...I just don't think it's a good idea. You do remember what happened last time?" Ulrich's voice brought the two teens out of their trance.

Odd blinked. "Last time for what?"

Jeremie opened his mouth, only to have Ulrich's words come out. "Jeremie wants to try to go to Lyoko again."

Sissi's eyebrows rose. "Correct me if I'm wrong, but didn't you tell me that you almost died the last time?"

Jeremie sighed. "It's different now. Yumi and Aelita can cooperate on the transfer protocol—everything will be fine."

Odd set down a forkful of eggs, swallowing before he spoke. "Come on, Jeremie, why take the risk? It's not like you need to go to Lyoko. You've got us!"

Jeremie sighed. "I just...I don't like feeling like I'm missing something. I'm the only one who's never been there."

Ulrich opened his mouth to protest, but slowly shut it in resignation. "Yumi and Aelita still have to agree."

"I'm going to talk to Aelita right now, actually, before class."

Odd pushed aside the half-eaten mountain of pnacakes, hurriedly wiping his lips on his sleeve. "I'll go with you."

As Ulrich and Sissi began to go over their looming physics class, Jeremie and Odd walked back toward the dorms. As Jeremie was about to open his door, he paused, turning to Odd. "Odd, what's with you and Sissi lately?"

Odd started at the seemingly random inquiry. "What do you mean?"

Jeremie frowned as he headed into his and Sissi's room and booted up the computer. "Don't deny it, Odd. You two have been looking at each other out of the corners of your eyes ever since the party."

Odd slumped down on the bed on the right side of the room—Sissi's. "I really don't know what you're talking about."

As the Lyoko interface thrummed into existence, Jeremie spun around to face his friend. "Come on, Odd, I recognize those looks—Yumi and Ulrich looked at each other that way most of last year."

Suddenly acutely aware of his position, Odd leapt up from the bed. "What? Me and...me and Sissi? Come on, Jeremie, that's ridiculous! She's...I mean, she's Sissi!"

Jeremie's eyebrows arched. "all right...I guess I was wrong." Odd was already half way out the door.

"We have to get to class."

"Just let me get through to Aelita and I'll catch up."

Odd marched off toward the main building. Him and Sissi...it was laughable. Jeremie was way off base. He had to be...

"Sissi, we need to talk," Odd whispered as the first bell signaled the beginning of physics class.

Leaning across the lab table they now habitually shared, Sissi's face wrinkled into concern at Odd's tone. "What is it?"

As Odd struggled to find out, the Principal's voice drew all eyes toward the front of the classroom. There, overshadowed by the large man in his tweed jacket, was an angel. Odd's ears slowly began to receive the Principal's words. "...sorry to interrupt your class, Mrs. Hertz, but we have new ninth grade student as of today. Students, this is Ana, your new classmate."

As the new girl took a seat near the back of the room, Odd felt Sissi's hand on his shoulder. "Odd? What did you want to say?"

Odd blinked. "Nothing."

Lunch found Sissi in the gym, Ulrich watching her from the far doorway. Jeremie slid beside the taller boy, licking the remnants of his meal from his lips. "What's she doing?"

Ulrich's head turned to acknowledge Jeremie's presence, then returned to Sissi, dancing around a hanging punching bag, the force behind her blows causing the red sack to sway listlessly. "Working through some issues, I guess. She's been here since morning classes ended."

Jeremie nodded—Sissi had grown more cold and distant the further the day progressed. "Do you think one of us should try to talk to her?"

As Jeremie's gaze returned to the girl, she spun around, a broad kick sending the punching bag quivering back and forth. Ulrich started. "Maybe later."

Stifling a laugh, Jeremie moved back toward the cafeteria. Ulrich followed, turning once more to look at Sissi as she drilled into her inanimate victim. He shook his head. "I didn't even know she could do that..."

As Jeremie and Ulrich reached the table where Yumi and Odd waited, their attention followed Odd's rapt gaze to a nearly empty table. Its sole inhabitant hid her cherubic face behind a book of Romantic poetry.

Ulrich snickered. "So, Odd...what do you think about the Principal's plan to serve Kiwi for lunch next Friday?"

Odd smiled. "Yeah...hm?"

Yumi grinned. "His attention's focused elsewhere. He hasn't even eaten aything since she sat down."

Odd looked up, pained to draw his gaze away. "She looks pretty lonely...maybe one of us should go over and introduce himself."

Ulrich sat down, blocking Odd's view. "Have anyone particular in mind?" Ulrich shifted his body as Odd attempted to lean around him. "Jeremie and I just saw Sissi—she looked pretty upset. Any idea why?"

"Hm? Something must be bothering her..." Odd blinked, as if freed from a trance. "I think I'm going to go talk to her."

Jeremie smiled. "Good. I think she could probably use some comfort right about now."

Ulrich sighed, nudging Jeremie's shoulder. Odd wasn't headed out the back toward the gym. He was headed across the room toward Ana's table.

Yumi bent her head. "Another one of Odd's conquests."

Jeremie shook his head. "No wonder Sissi's having such a hard time..."

Ulrich turned back toward Jeremie. "What do you mean?"

Jeremie's gaze darted between Yumi and Ulrich. "You mean you didn't notice?"

Yumi shifted her focus to Jeremie, forehead wrinkling in confusion. "Notice what?"

Still sweaty from her venting against the punching bag, Sissi toweled the sweat from her forehead and checked her watch. Still ten minutes of lunch left—good. Now she could go eat, but Odd would already be finished. She couldn't stand watching him shovel food into his mouth. Sissi unwittingly looked back on the morning, Odd slowly melting away from her.

Sissi huffed out her breath as she threw her damp towel in the girls' hamper. What kind of a name was 'Ana' anyway?

Odd's focus was finally on something other than Ana—blocking the fast approaching soccer ball, Ulrich on its heels. Jim shouted encouragement from the sidelines as Ulrich drove closer to the goalposts.

"Come on, Odd, just focus, all right? Find out where he's gonna put the ball, and be there first!"

Odd smirked. Yeah, that was easy for Jim to say—he didn't have a head-sized leather ball hurtling toward him. Nor did he have the churning medley of feelings that currently plagued Odd.

Odd shook off the feeling of uncertainty that he felt about the past day, and focused instead on blocking Ulrich's shot. Unfortunately, as Jeremie was only too happy to point out after the class period, it was already about thirty seconds too late.

"What's with you today, Odd? When I play soccer better that you do, I start to get a little worried."

Odd shrugged off Jeremie's comment as he wiped the sweat from his face. "Did either of you notice how wierd Sissi's been acting? She seemed all quiet during history."

Ulrich squelched a chuckle as he slammed his locker shut. "I'm surprised you noticed."

"What's that supposed to mean?"

As he and Ulrich departed the locker room, Jeremie just smiled.

"Wait a minute...what do you mean?"

Yumi slid silently into the chair across from Sissi, drinking in the muffled, musty sounds of the library. Sissi didn't even glance up. "I don't want to talk about it."

Yumi smiled wanly. "I know. That's why you have to."

Sissi shut the slim book she'd been ignoring for the past fifteen minutes. "Look, Yumi, I appreciate this, really, but there's nothing to talk about."

"Since when do people cry in their rooms about nothing?" Sissi's eyes jerked up. Yumi sighed. "Aelita told me. She could hear you through the link."

Sissi jerked herself out of the chair. "Look, Yumi, it's nothing, okay? I'm grateful that you'd come here, but I'm telling you that there's no reason you have to stay."

Yumi stood up, meeting Sissi's eyes. "You do remember how we used to fight over Ulrich? I think this is probably the one situation I could really help you with."

As the two girls settled back into their seats, Yumi's cell phone rang. "Yeah? Jeremie, hi. No, I'm with Sissi right now. Okay, we'll be right there." Yumi returned the compact red phone to her back pocket as she turned her attention to Sissi. "Jeremie has something he wants us to see. Thinks it might me Xana related."

Sissi stood up, sighing. If it was important, Odd would be there.

As Yumi and Sissi approached Jeremie's location in the park, Sissi saw that Ulrich and Odd were already with him. Sending an unseen, hateful glare towards Odd, she instantly followed his gaze downward.

Yumi's nose wrinkled as they approached. "What is it?"

Jeremie shrugged in defeat, staring down at the limp, gangly construct that lied at his feet. "I have no idea. It's obviously a robot, but beyond that..."

Ulrich stepped closer. "But it has to be Xana, right? I mean, he's built robots before, using the machinery in the factory."

Jeremie's forehead creased. "It's not like him to repeat himself. His program's based on logic—it's illogical to repeat a failed plan and expect dfferent results."

Ulrich turned toward Sissi, whose glance was now turned past the others, toward the forest. "Sissi, any ideas?"

Sissi's face paled. "Maybe this time he's not going with physical strength."

Yumi looked up toward the shorter girl from her crouched position by the construct, destroyed by the impact of Ulrich's foot. "What do you mean?"

As the rest of the group slowly turned to follow Sissi's gaze into the shadowed woods, their breathes caught in their throats as they saw what Sissi had seen.

As the gang ran toward the school and the boiler room, the metal monstrosities that made up Xana's army flooded from the trees. Strength he'd tried, yes—but strength in numbers was another matter entirely.

Wordlessly, Odd and Ulrich split off as Jeremie, Sissi, and Yumi drove toward the boiler room. Ulrich groaned as he looked back, watching helplessly as the writhing sea of metal turned to follow him and Odd.

Odd looked over, panting. "What's wrong? At least this way they won't keep Jeremie and the others from getting to the lab!"

Ulrich shook his head, screaming over the wind whistling through his ears. "They wouldn't all follow us unless there were more guarding the factory—otherwise some of them would have split off."

Odd sprinted ahead, the rhythmic clatter of thousands of metal insectoid legs pushing him forward. The sun had just set, and most of the students would now be in the cafeteria, having supper. Odd grimaced to himself—had he known what was going to happen, he would have asked Ana to meet him some other time. Instead, his legs burned as he pushed closer toward the small, sterlie building that housed the cafeteria.

Yumi pushed Sissi out of the way as one of the spiderlike robots leapt up. Jeremie smashed it in midair, metallic skin resounding off a recently procured section of pipe. The swing sent the skittering creature over the edge of the bridge to vanish in the icy water of the river. Yumi picked herself up, kicking another automaton off the bridge in a vain attempt to deplete their seemingly endless numbers. "You two have to get through to the factory!" She yelled, "I'll hold them here!"

"Odd!" Ana looked up, face brightening as the boy stepped, breathless, through the cafeteria door. Her heart-shaped lips curled into a taut smile. "I was starting to think you were going to stand me up."

As Odd gripped her arm, face afire wth panic, her eyes widened. "What's going on?"

As if in response, the first of the mechanical monsters leapt through the broad window to the left of the double doors. Amid the sudden panicked screams and tumult of footsteps, Odd stepped protectively in front of Ana. Ulrich picked up a discarded tray and sighed. It was going to be a long night.

Handing off the pipe, Jeremie made a dash for the yawning factory door, Sissi at his heels. From the sound of crunching metal and snapping sparks, he could tell that Yumi was doing her best to deflect the ever-growing onslaught that had crawled up from under the bridge. Not looking back even as they reached the cables, Jeremie and Sissi leapt into the elevator, the door severing a tangle of metal legs from a tangle of metal bodies.

The impact of the steel tray sent the frail robot sailing into the concrete wall that marked the entrance to the kitchen.

Ana clung to Odd's shoulders, tears dripping from her eyes. "Odd, what is that thing? What's going on?"

Ulrich shook his head—say what you would of Sissi, but at least she could handle a crisis. "Odd, pick up a tray! We have to get everyone somewhere safe until the others can find the Tower!"

Jeremie's fingers flew across the keys as he entered Sissi's identity. "The activated Tower's in the Desert. Are you ready down there?"

Stepping into the scanner, Sissi's voice was grim. "Go."

Jeremie called up the communications interface, alerting Aelita that Sissi was on her way, then returning his attention to the task at hand. "Transfer—Sissi. Scanner—Sissi. Virtualization!"

Ulrich slammed his shoulder into the door, trapping a few jittering legs inside the kitchen with the huddled mass of students and staff. Dorothy and Jim were already treating minor wounds near the back of the room, while Ulrich picked a few out of the panicked crowd to grab whatever they could and barricade the door. Odd leaned next to Ana, her face pallid, shaking. "What...what are those things, Odd?"

Odd shifted his weight, coming to rest at her side, simultaneously swinging his arm over her shoulder. "It's going to be all right," he whispered, "Trust me."

Had Sissi been able to hear Odd's words, she would have disagreed. She threw a shuriken, but it bounced limply off the block's side as the monster spun around to face her. Aelita running ahead of her, Sissi resumed following the virtual girl.

Ulrich stepped back toward Odd, the blond raising his head as his friend approached. Ulrich squatted, making sure only Odd could hear him. "The bugbots have started to chew through the door. I'm not sure how long the barricade's going to hold—we have to get these people out of here."

Odd nodded, fighting not to disturb the distraught Ana. Reluctantly, he leaned away towards Ulrich. "Where? There's no back entrance."

Ulrich sighed—Odd was right. Looking around for an egress route, Ulrich's eyes fell on the vent in the ceiling. He lifted himself to his feet. "all right, everyone, listen. I have a plan."

"I reloaded twenty shuriken for you, Sissi, but more blocks are on the way." Jeremie's voice echoed through Sissi's head.

"Oh, great—the more the merrier. How many lifepoints do I have left?"

"Just forty!"

Sissi threw a shuriken, shattering one block while another blasted her in the arm.

"Make that thirty."

The doors to the lab decompressed, admitting a bedraggled Yumi. "I managed to beat my way to the elevator. How's Sissi doing?"

Jeremie turned, relief washing over his face. "You'd better get in there—now."

One by one, Jim lifted bewildered students through the ceiling vent, to emerge scratched and panting onto the cafeteria's flat tar roof. Those who could carry up cooking utensils did, and a protective ring of pots and trays was soon wielded by the bravest students Ulrich could find. Finally, Jim pulled himself up, sealing the shaft behind. Ulrich spoke up, making sure his voice carried to the entire group. "It's all right, everyone, we just have to wait up here a little while. It'll all be taken care of soon."

Bleeding, panicked, and out of breath, the mob didn't bother to argue.

As her body melted into existence on Lyoko, Yumi's fan pierced the hide of a block, the monster crumbling as the virtual geisha landed swiftly on the orange sand. Sissi ran up to the taller girl, Aelita trailing behind. "Good to see you," Sissi panted, "We're not far from the Tower, but more and more monsters seem to keep popping up out of nowhere." The group rushed off along a narrow bridge, the light of the infected Tower pulsing in the distance.

"Ulrich, there are too many of them...how much longer will we have to keep this up?" Jim shouted, knocking wave after wave of robotic spiders from the gradually shrinking haven of the rooftop.

Ulrich stepped on one of the bugs, sending it careening over the edge. "Not long! We can do it—just stick close together!" Ulrich returned his attention to growing horde that forced its way up the walls. "Come on, Yumi, you can do it."

Skillet in hand, Ana shrieked each time a spider careened in her direction, parrying like mad while Odd stomped on the robots she deflected. Her fear getting the better of her, Ana dropped the pan wordlessly as a bug dove for her shoulder. Yanking the hysterical girl toward the rest of the wounded in the center of the roof, Odd's face tightened in empathetic pain as he tried, fruitlessly, to pull the mechanical legs out of Ana's skin.

Sissi's shuriken slipped into the eye of the diving hornet, momentum carrying the monster's debris toward her in a cloud of harmless shrapnel. Yumi's fan circled out, absorbing a laser meant for Aelita's back. Jeremie shouted into the microphone. "You have to reach the Tower now—there are at least a dozen hornets on the way. The only way to finish this is to get to that Tower!"

Nodding, Sissi led the charge across the bridge, lasers buzzing past her ears as Yumi desperately tried to defend Aelita.

Letting Jim take over the defenders, Ulrich stepped back into the huddled, bleeding masses at the core of the circle, picking out Odd and leaning down. "How is she?"

Ana sobbed under ther breath. Odd shook his head. "She's in a lot of pain, and I can't get this thing to let go without hurting her more."

Turning, Ulrich pressed the button on his cell phone to speed dial Jeremie.

"Ulrich? How are you holding out?"

Ulrich grimaced. "We're not. What's taking you so long?"

"Don't worry—just hold on for a few more minutes."

"Right. We could use a little help in that department, you know..."

Jeremie smiled, pulling up the schematics for the school buildings on the lab computer. "I think I can be of assistance. Where in the building are you?"

"Not in. On. We got forced up to the roof."

Jeremie chuckled. "Perfect. Make sure no one's touching the antenna, all right?" The call ended.

Ulrich turned, puzzled. Then he felt the hair on the back of his neck stand on end. As the cafeteria's backup generator overloaded into the antenna, Jeremie's electromagnetic pulse swept through the robots, shutting hundreds down in place.

Odd turned his face upward, shaking his head as he effortlessly lifted the now inert bug from Ana's shoulder. "And he says I'm the creepy genius."

As the battle against the depleted number of robots raged on, Aelita leapt into the Tower as Sissi faded from Lyoko. Yumi was waiting, helping the girl toward the elevator until her vision returned to normal.

Aelita entered her handprint, her name flashing across the holographic panel.

Ana, shoulder still bleeding, whimpered as the rhythmic sound of metal on metal reached a crescendo. Odd cradled her in his arms, soothing whispers falling across her like rain.

...CODE...

...LYOKO...

As the white curtain of time travel began to sweep over him, Ulrich looked over his shoulder at Odd and Ana. He sighed. This was going to get complicated...

"So I said 'Look, lady, I don't care if this is the house of wax, I paid good money for a rollercoaster and I'm gonna get one!' and then she says..."

Sissi shook her head, Odd's words drifting to her on the breeze that crept through the cafeteria's open windows. Ana sat, chuckling as Odd's tall tale continued. Sissi sighed, turning to leave the building for the solace of the night air. One way or the other, things were about to change...