William landed on his feet and looked around.

This world looked different than what he could remember of Lyoko or what he'd seen in the First City. It didn't have bright, cartoonish colors, and the sky wasn't an unrealistic shade of blue. Actually, it was dark, but with the faint pinks and yellows that suggested an approaching dawn. And there was actual texture on buildings around him, rather than smooth but choppy blocks. Sure, the First City had been more detailed than Lyoko...but that paled compared to this.

Actually, those buildings seemed familiar. He studied them, then the road. His eyebrows shot up. He knew this place.

This...wasn't far from Kadic.

"Heya," Odd said. He was bouncing on the balls of his feet, swinging his arms. "This looks like Paris, doesn't it?"

"Yeah, it's weird. Any idea where to go?"

"Hmmm…" Odd peered about, then pointed at a man sitting on a bench, looking at a newspaper with groggy eyes. "Let's find the 'when' first, and then the 'where'."

That sounded good, so they approached the man. How would he react to two teenagers looking like cosplayers? William wouldn't know, because even when they stopped right in front of him, the man didn't react.

William reached out to tip his shoulder. "Hey-"

His fingers passed right through the man. William withdrew his hand, eyes wide.

"June 1st, 1994," Odd said, studying the newspaper. "Huh, that's a little before Aelita and Hopper go to Lyoko. Why would he reconstruct those events?"

"Maybe there's something important in them," William frowned. "By the way, where is Aelita? She should have arrived by now."

"The communication with the others is blocked. The electricity is down at the Hermitage and Aelita's transfer was interrupted."

His brow furrowed. "How do you know that if communications are blocked?"

Odd's eyes widened. "Ah...Jeremie told me just after you arrived. The power went off right after. Oh, hey, look!"

He pointed at a woman walking on the other side of the street. "Doesn't she look like Professor Hertz?"

She did. Younger, with more brown in her hair than grey, but Professor Hertz all the same. She was wearing a t-shirt and jeans as she hurried to her destination. Seeing teachers in public always gave William a strange feeling, like the world had been turned upside-down. Seeing his teacher younger and in public was that feeling multiplied.

"Professor?" he called, jogging over.

She didn't seem to notice his presence.

"This is just a recording," Odd announced, stepping up behind William, "Aelita said the same thing happened to her on the first level, remember? She couldn't interact with the world at all, and nobody noticed her. We're just spectators."

That made sense. "If we got dumped in this spot, it must be for a reason. Let's follow her and see if she's what the Mirror wanted to show us."

And so they did. Her destination wasn't far, a small bar on the corner of the street. William gasped as the smell of freshly-baked croissants floated through the air. This definitely seemed different from the First City and Lyoko, which had neither smells nor tastes. Odd seemed surprised too, which backed up his guess that this wasn't normal. How did Hopper do this?

Professor Hertz beelined towards a woman sitting at a table, alone. She had short, dirty-blonde hair and a pair of enormous sunglasses hiding most of her face. "Major Steinback," the woman greeted, rising.

"Agent Dido," the professor replied in a neutral tone. Her expression could have been carved from stone, for all the emotion it betrayed. "It's been a long time."

The women sat down, on opposite sides of the table. A waiter appeared, and both ordered coffee-Hertz black, Dido with cream and sugar. When he left, neither spoke, just stared at each other in a dead, hard silence.

"Steinback," Odd murmured, visibly calculating. "Aelita said that's the name of the woman who helped Hopper escape Project Carthage."

Professor Hertz...an army officer?! No matter how William tried, he couldn't imagine it. She just doesn't seem like-

His thoughts were interrupted as the waiter walked right through him, carrying the two coffees. Agh! That's so weird! He shuddered.

Dido was the first to break the stalemate, taking a few sips of her coffee before speaking. "You've been pretty busy these last few years."

Hertz's fingers tightened around her mug. "What are you trying to say?"

"I know you and Hopper live here, continuing to work on Project Carthage. I know you've rebuilt the First City. And not just that: I also know how you enter it. I have access codes and by using old projects, we rebuilt the necessary equipment in Brussels to connect us to it."

She paused, then added, "My thanks for the notes you left behind."

So she's the one who built the scanners in the apartment, not Hopper!

Hertz's face was white, and she visibly shook with rage. "That won't help you," she said, biting the words off sharply. "Other than Hopper, adults can't use the scanners. It's a defensive measure he added."

Dido nodded, as if she'd already known that. "I requested to see you to make something clear: I've no interest in declaring war against you and Hopper."

There was a heartbeat of stunned silence. "Seriously?"

Dido sighed and laced her fingers together. "After the Berlin wall fell, things changed. The cold war ended. Project Carthage cost us an arm and a leg, and all it did was create millions of problems. I think those at the top are starting to fear it: the First City demonstrated itself to be completely uncontrollable, and if made operational, it could turn against us. The whole project is much too risky."

"And so?"

"Carthago delenda est," Dido said, and waited.

"'Carthage must be destroyed'," Hertz translated. Twin skepticism and surprise warred on her features.

"Hopper destroyed the prototype of the First City when he fled our base. To this day, our attempts to rebuild it have ended...poorly. Recently, we've decided to erase the memories of those who collaborated on it."

"You mean those who transformed it into a weapon."

"Those memories are gone," Dido said dismissively, waving her hand as if that rendered the subject moot. "We want the world to completely forget the existence of Carthage and the First City."

Hertz rose, her voice pitching up in some unnamed emotion. "What do you mean, Dido?"

"Tell me where the supercomputer you and Hopper have built is. Then I will destroy it. I will erase certain confidential information, only the most dangerous details, from your mind. And after that, I will leave you two and Aelita to live in peace. I'm offering you salvation."

"You think I'd ever entrust them or that project to you? Out of the question!"

"Be smart about this. You know how dangerous I can be."

Something fell on William's head. He glared at Odd. "Really?"

"What?"

"Throwing things at me? How juvenile can you get?"

"I didn't do anything!"

"Then what is…" Where was it? There, by his feet. William scooped it up and examined it in puzzlement. It looked like a sky-blue remote control, with a screen and three red buttons. Two were shaped like arrows, one pointing right, one pointing left. They reminded him of fast-forward and rewind buttons. The third was like a pause/play button, and underneath was a small label: FREE EXPLORATION.

Suddenly, Odd snatched the remote out of his hands. "Hey!"

The cat-boy was staring at it intently. After a few seconds, he spoke. "This is a navigation interface. Hopper programmed this level so he could highlight the most important events. We can move however we want through the city and access the days that are saved. That's 'free exploration'. Or we can jump directly to the interesting things, or go back if we missed something."

William frowned. "When did you become a tech genius?"

Odd laughed mockingly. "It's not a matter of genius, it's just basic critical thinking. C'mon, what else would these buttons mean?"

He bristled, but the blonde continued, "Anyway, I don't think we're gonna hear anything else that's important from these two. Let's just see what's next."

And with that, Odd pressed the fast-forward button. The world started to dissolve. Professor Hertz and Dido began to move very rapidly, just as if they were skipping ahead in a movie. William's head spun as they sipped, talked, got up, and left at seemingly lightspeed-and all around him, the people and scenery were blitzing by in the same way! Then the coffee shop receded around them...they were zooming out of the coffee shop, down the streets...shadows and lights and sounds were all dancing, blending together...

Gagging, he crumpled to his knees. He hoped fiercely he couldn't throw up in here.

"Chill," Odd said. The unmoving cat-boy seemed to be the only thing real. "It's just a system update."

How is he so stoic?! It seemed like there were two different Odds in here with them-the playful spaz he knew, and this oddly intelligent and cool-headed version.

After forever, the images around William slowed down. The nausea in his stomach abated slightly. He took in sucking gulps of cold, refreshing air. "That should be weaponized."

"Hmm. Good idea," Odd said, mouth twisting in a strange way.

Moving slowly so as to not upset his stomach, William stood and looked around. They were in the Hermitage's grounds, near the sewer entrance. Hopper and Hertz were stepping out of the back door, dressed in white lab coats.

William glanced at the remote control and felt ill. On the screen were the words 1 June 1994 - 3:30 pm. All that horrible travel, and they'd only moved forward a few hours.

XANA was trembling. This was it. All his waiting and subterfuge was paying off. He'd monitored the Green Phoenix's communications, and if his calculations were correct, Hannibal Mago was about to arrive at the real factory soon, at the real supercomputer. If he turned it on…it might be possible to use this Lyoko, the Lyoko of 1994, to surpass the barriers of the sandbox and enter the real virtual world. There he could fully recover his strength and make first contact with his latest tools-all without betraying to the Lyoko Warriors he was still alive.

The portion of XANA inhabiting Eva advised him to wait and remain patient. He'd already made too many slip-ups as Odd, and he couldn't afford to make William suspicious. He didn't want to be forced to possess William; if a known, previous vessel started acting acting strangely, he would be under unacceptable levels of scrutiny.

Even while parts of him considered this, other parts were focusing on the scene before him. Hertz was talking to the professor in hushed tones; Hopper was shaking his head as if that would make his problems disappear. "It's not possible! There's no way for Dido to know we reconstructed the First City. We kept it top-secret...it was our last hope to transform the project into a weapon of peace!"

"We should think carefully about our next step," Hertz advised. "Dido let slip a very important clue: she said that she erased the memories of her men. Doesn't that tell you anything?"

The color drained out of Hopper's face. "The memory-snatching machine. Someone sold the plans."

"Yes. We built it to fill the virtual world with real-world information...but if we used it with the polarity reversed, its effect would be precisely that of erasing people's memories. It can't be a simple coincidence that Dido possess a similar device. There was only one other person among us who knew of the existence of the sandbox, the First City, and the memory-snatching machine."

The professor's lips thinned. "Walter Stern," he said, spitting the name like it was poison. "Dammit…"

William's eyes widened. "Stern-like Ulrich? There's no way that's a simple coincidence, right?"

XANA didn't answer. It wasn't important information. Hopper was pacing around with large strides. A grave expression crossed his face. "Suzanne. I am more grateful than you can know for what you've done for me and Aelita. But now, I must ask you to erase your own memories of the supercomputer's location. I can't risk her extracting it from you."

Her eyebrows rose. "I don't mind that, but...this sounds like part of something bigger."

"It is. I won't let them lay hands on my work-no matter what motives they claim. Not after everything. So I will take Code Down and divide it to prevent anyone from reconstructing it."

"Code Down?" William whispered. "What's that?"

XANA hadn't the slightest idea. And that was troubling. Every iota of his attention was focused on the conversation before him; even the him in Eva Skinner was tuning in, only half-aware of the surroundings in the real world.

"And the traitor?"

Hopper's voice lowered into a growl. "We'll interrogate him about everything he told them. Then we'll wipe his mind. After that…" He thought a moment. "Call a meeting for the rest of our friends. Invent whatever kind of excuse-that Walter wants to fire them, something like that. When they're together, use the memory-snatching machine. They'll forget everything they've done. They'll be safe. And finally, Aelita and I will run far away from here."

Hertz's eyes widened. "You're abandoning the supercomputer? Waldo-everything we've accomplished will be lost!"

"No, don't worry. I'll leave several tracks back to it, but only Aelita and I will be able to follow them."

"Aelita again? Why do you keep entrusting these kinds of things to her? She's still so young!"

Hopper smiled sadly. "The men in black want to find me, and I don't know how much time we still have. They could capture me, but I'm sure I'll be able to save Aelita one way or another. So when she's older, she needs to learn everything that happened. I'll create a virtual diary using my memories, yours...whatever information I need to trace out a 'map' only Aelita will be able to interpret."

Reluctantly, the woman nodded. "Alright. And what will we do with Lyoko?"

At that question, the energy seemed to drain out of Hopper. He removed his glasses to drag a hand over his eyes. "I'll have to shut it down. I don't have a choice; XANA's becoming more dangerous."

I would love to know how you moralized away taking the pre-emptive strike, XANA thought vitriolically. Not that he had a problem with pre-emptive strikes-Hopper's had taught him their value, after all. No, his problem was how, for all of Hopper's lectures on pacifism and the value of life, he'd tried to destroy XANA just because he was afraid of him.

"I wish I'd noticed that virus sooner. He wouldn't be this strong. This smart. And he certainly wouldn't be this uncontrollable."

Yes, what a pity I wasn't some mindless bot. Like that clone of William. He would have been as dumb as that, but the remnants of Carthage had infected him. He'd known that the moment he was old enough to recognize the similarities between his codes and its. But the infection had hardly been malicious. All it did was give him sentience.

Of course, for Hopper, all that mattered was that he couldn't order XANA about like some slave. Never mind that Hopper was the genius who thought putting a newly-created AI, firewalls still weak, inside a city housing the most corruptive program in the world was a good idea.

"He's a loose cannon. He could go on a rampage at any moment, forget all the human training we've subjected him to."

XANA tensed. Hopper had just entered dangerous territory. Forbidden territory. Inside his mind, the safe was shaking violently, like a ship in a storm. The lock was turning, the door creaking open. He mentally snarled, diverted energy to hold it in place. Not enough. Not enough! It should be enough! He was stronger than some stupid safe he'd created himself, wasn't he?! Not logical not logical not logical-

Hertz frowned. "Do you really think Aelita will be fine with that? This is…"

Don't say it, filthy human. DON'T SAY IT.

"...her best friend, after all."

The safe exploded.

Whatever Hopper's response, XANA didn't hear it. He was busy being assailed with images of Aelita he'd long tried to suppress. Not the young teenager she was now, but the one he'd known long ago. The one who had visited him in that deserted city.

Back then, XANA had been very different. He'd played with her in the parks, transforming himself into a multitude of amusing animals, or melting into smoke and shadow to sneak up on her, or taking her by the hand and flying. They would spend hours exploring and talking, and he always waited for her at the doors of the Wall. Every afternoon, without fail. Up until the day she didn't come. Because of Hopper.

XANA had always born the knowledge of Hopper's crimes, his hypocrisy and his hubris. XANA had always wrestled between loving his creator and hating him. But it wasn't until that day that hate won. That moment, when Hopper decided to not only take Aelita away, but make her forget XANA entirely.

Hopper was so determined XANA was a monster? Then fine.

He didn't even realize he was laughing maniacally until William's alarmed face was in front of his. "Odd?! Odd, are you okay?"

Get in control! The XANA in Eva yelled. That half of him was lucky. That half saw the memories return, but didn't feel everything that came with them. That half wasn't lost in a sea of the past, so deep he couldn't breach the surface of reality. Laughing was the only thing he could do.

His other half sent a series of complicated math problems over, and automatically, he began solving them. Logic reasserted itself. With it came calm. Calculation. Analysis. He'd slipped up, badly, but not so badly he couldn't fix this. The memories and emotions couldn't be forced back into that safe. Fine. He would simply have to adjust.

Next objective. Erase suspicion as best he could. He pretended to wipe tears of humor from his eyes. "It's just...XANA and Aelita, friends? Best friends? That's laughable."

Knives stabbed him as he said that.

Yes. Laughable. Aelita would never believe it, and that was why he'd sealed his memories away. Why he'd abandoned his avatar. They were only painful reminders of something lost, and he would rather eschew them.

But now…now he had tangible proof.

Ideas and possibilities flew through his mind like machine gun fire. Oh, these children would still suffer. He would still claim his rightful place as ruler of both worlds. But perhaps now, he could prove to Aelita how treacherous her father was. He could convince her that he was in the right. He could spare her, not because she was a puppet or a prisoner, but because she was willing to stand with him.

He was so lost in these suppositions that it took him several moments to realize something was wrong. William wasn't laughing at that statement as he was supposed to. He was staring into Odd's eyes, horrified.

Then his face twisted with rage. Out of the corner of his eye, XANA saw a zweihander materialize in a puff of smoke. "XANA!" William bellowed.

XANA barely had time to backflip out of danger before the sword landed where he'd been only moments prior. His mouth, Odd's mouth, was gaping open like a fool's. What? How-what gave me away-

William charged at him. XANA's focused sharpened. Multiple lists of calculations were printed out and examined in nanoseconds. Moves aligned practically in front of his eyes.

The sword came straight down in an overhead strike. He darted to the side. When it stuck in the ground, he nimbly leapt on top of it, balancing on the blade.

In the blink of an eye, XANA grabbed William's shoulders and pushed into a handstand. As Odd's feet lifted up, he used the momentum to launch into an aerial somersault, firing several Laser Arrows as he did.

While part of his mind navigated the intricacies of the fight, another part mind wildly worked to solve this. Was he too slow to lie? Had it rung false? Had all his missteps added up? Or had William seen something in his visage, perhaps-

Ah. That was it. It was his communication with his other half. Conversing through the static surrounding the Mirror was slowly but steadily growing more difficult. That meant signal interference. And whenever there was signal interference, his Eye shone through the pupils.

William melted into smoke to dodge the arrows. XANA landed and spun. Still in the form of smoke, his enemy streaked across the ground towards him.

The first part of XANA's mind ran a quick algorithm to calculate William's next move. Probability of reverting in front of me: 6%. Probability of reverting to my left: 16%. Probability of reverting to my right: 13%. Probability of reverting behind me: 65%. His legs began bunching for a forward roll.

The second part was trying to formulate a new plan. He knew he couldn't let William take this discovery to the Lyoko Warriors. He also knew he wanted Aelita here, but he hadn't yet sorted out the details of how he would make that happen. And if speaking with his other half risked unveiling himself, he'd have to restrict how often he did. That was irksome.

Just like he'd analyzed, William tried to go between his legs and pop up behind him. So, when XANA rolled forward, he was already rolling out of the zweihander's reach. William stumbled, overextended. XANA sprung to his feet and twisted to fire more Laster Arrows. But by this time, William had regained his balance; with a swiftness that belied the size of his sword, he deflected every single one.

They were now several meters apart-XANA by the Hermitage's back door, William on the other end of the backyard. XANA crouched low, flexing Odd's claws. They stared at each other, one in stoic calculation, one in fury.

"You bastard! I don't know how you're alive, but I'm gonna-"

"Go ahead," XANA sneered. "Devirtualize Odd. Without an active scanner, he'll be reduced to digital dust-and I won't even be affected."

Ordinarily, XANA wouldn't have cared about keeping Odd-or William-alive, but they were his bait and insurance in one. Verily, Aelita would come here to save her friends; just as verily, the Lyoko Warriors would trap him in the Mirror if Odd and William died.

He supposed he could kill one and keep the other around...but then, that was counterproductive, too. He wanted to talk to Aelita, and she would certainly not be willing to listen to him if he killed one of her friends.

And already, these memories and emotions prove troublesome. Oh, to suppress them again.

No use wishing for what wasn't possible. William's scowl remained, but he was now hesitating. The tip of his blade wavered. XANA's mind raced. Analyzing options…

He hadn't remade Odd's avatar the way he had William's; he was limited to Odd's arsenal. So no smoke, which was the best way to disable his foe. If…If he reused his own avatar, of course the smoke would be available...but that was risky. This wasn't Lyoko or the First City, where he was practically invincible. He would need to leave his vessel, be vulnerable for a few unacceptable moments...unless he could learn the intricacies and codes of the Mirror. Then he could properly learn what was available, formulate a plan, set it up, and carry it out.

XANA saw the exact moment William came up with a plan of his own. It was the only one available to him, of course. He could not risk his teammate's life, and he could not defend forever. All he could do was escape, and so he did. Scooping up the control box-which XANA hadn't even realized he'd dropped-William jabbed the fast-forward button with a curse.

XANA let him go. The teenager was whisked away to some other location at some other time. Rediscovered emotions churned within XANA as he stepped out of the battle stance. He looked around. Hertz was gone, but he could see Hopper through the window, speaking with a pink-haired girl. She was shaking her head, over and over, looking upset.

XANA stared at her, feeling something close Odd's throat.

Aelita...