part two.

Ulrich takes his life in his hands, feeling dizzy even as he steps onto the bridge. He keeps close to the edge and, taking his hands from his pockets and blowing warm air onto them, he swings himself up onto the narrow ledge that runs along both sides. There, partially hidden by the long beams that hold the structure in place, he begins to inch his way forward.

Ulrich's eyes stray to the water beneath him (within it, the bulky shapes of things that he can't quite identify) and the vertigo hits him with unexpected force - Ulrich's head swims, the world tilts on its axis like some nightmarish fairground ride, and with it his heart leaps into his throat. He crouches low, clinging to the bridge and pressing his head between his knees until he feels like he's ready to go on.

He progresses like this, in stops and starts. With mixed feelings of relief he reaches the end of the bridge, stepping quickly onto more solid ground and, with it, into the darkened entrance of the factory.

He needs to cross the factory floor, somehow. Ulrich stands on the small plateau where, ordinarily, he'd reach for a rope swing and slide down to the ground. Now though, things aren't so simple - there are people gathered below, they could be XANA or anyone, and he's too tired to fight them all. He wracks his brains before coming up with the only possible alternative. Why did it have to be heights? Ulrich asks himself with weary despair as he finds a foothold in the wall and swings himself up and up into the rafters. Stomach pressed flat against a metal beam in the ceiling, arms and legs knotted firmly around each other, he begins to slide forward slowly. The world spins yet again. Ulrich fights against the urge to vomit. His limbs feel like the bones have been taken out of them, muscle and bone turning liquid. When he reaches a point that places him roughly above the middle of the factory floor, he pauses, his breathing harsh and shallow, but hopefully not too loud. Machinery litters the floor, odds and ends of strange contraptions. There's a jar of greenish liquid placed to one side, and the gathered men and women seem unable to stop watching it, sneaking glances at its contents with mingled fascination and revulsion.

Ulrich leans out as far as he dares from his hiding place, waves of vertigo threatening to disrupt his senses. There's movement in the jar - which is more of a tank, really - and he makes out four bulbous shapes squirming in their glass prison. When it hits him, the revelation threatens to knock him from the rafters.

Brains. Human brains.

If Odd were here, he'd make allusions to some stupid horror movie, or crack a joke, or anything to make this less awful than it is. But Ulrich is alone, and XANA's plans seem more ominous by the moment. He draws himself into a more comfortable position, cheek pressed to the cold metal beams, and waits for his heart to slow its rhythm. Sentence fragments drift up to him in his position high up in the ceiling, but not enough for a clear picture of what is going on. The gathered men and women are wearing lab coats, the factory floor become their base of operations - there are machines everywhere, of questionable and sinister purpose. Ulrich desperately hopes that beads of water dripping from his sodden clothes are mistaken for a leak in the ceiling.

XANA, in the body of a human woman, steps forward.

Ulrich tilts his head to see better and he's just in time to witness yet another event that he won't soon forget. The possessed body screams with her head thrown back, as black smoke shot through with electricity bursts from her eyes, nose and mouth. XANA hovers in the air, a writhing black snake of a thing, before launching mercilessly into its next victim. The others take rapid steps backward as the man becomes ensnared in the black energy; XANA's consciousness seeps into him, pulling his skin taut across sharply angular bones, stretching the fingers into pale, spidery limbs. The man's wiry grey hair spikes up as though electrified, lips curling back to reveal teeth set in a fanged snarl.

It's a process that takes less than a minute. The old body, drained with the physical stress of possession, collapses lifelessly to the floor.

XANA flexes its arms, takes a few experimental steps, testing out the new vessel. Satisfied, it nods.

"I admit," says XANA, "I am unused to humans' constant need for maintenance and nourishment." There's a collective wince from Ulrich and the gathered crowd; the digitised voice that rips and scratches from XANA's throat is yet another perversion of humanity, marking the confirmation that what was once a man's body is now no longer quite human after all. "The bodies I inhabit respond to the stimuli of hunger and thirst but I myself have difficulty comprehending the prospect. No matter. There are always more humans."

Ulrich's fists clench in anger at such callous dismissal. In the same instant, he's noting that this is the most he's ever heard XANA speak, and that this form of possession is the closest he's ever come to a face-to-face confrontation with the entity. The crowd that surrounds XANA is completely silent. Ulrich wonders how many of them are under its influence. With XANA being anyone, anyone at all, the humans don't trust each other enough to rebel. They stand divided, the ultimate contrast to the way the Lyoko warriors were.

The way they are, Ulrich reminds himself. The way they are.

"Speaking of humans…" XANA continues. "William, come."

A familiar figure steps out of some unseen alcove and Ulrich's heart pounds as his rival crosses the space between them slowly. William? You're alive, after all this time? He's dreading the thought of a confrontation with a XANA-fied William on top of everything else, but he's there's something about the slow fall of William's footsteps… He's not possessed any more.

As Ulrich watches, XANA turns to William and reaches out with those unnaturally elongated fingers to stroke the side of his face, as tenderly as one would wipe the tears of a small child but with all the calculated precision of a collector polishing its most prized trophy. Even from here, Ulrich sees the muscles tense in William's jaw, his eyes glaze over and his breathing still – a rodent, playing dead.

"My finest lieutenant."

XANA's fingers reach up, entangle in William's dark, spiky hair and caress with a practised intimacy. There is so much beneath the surface of this moment, a facade of affection tempered by XANA's smug glee and, on William's face, fear and deepest shame. Ulrich's skin crawls yet he cannot look away and he's relieved when the moment ends, with a few muttered words that he can't quite make out, and William permitted to shrink back to the edges of the shadows, trembling.

The conversation drags out a little longer. The old body, the woman prone on the floor, is in XANA's way - with new, more powerful legs it kicks it aside, before departing with a few final words and beckoning the rest of the room's occupants to follow. They disappear down the far end of the factory floor, through some distant door that Ulrich and the others never needed to use. Even after the final slam, it's several long minutes before Ulrich's heart stops racing.

William stands against the far wall, forgotten. Ulrich can't quite tell from his position in the rafters but he's almost sure he sees the shallow rise and fall of William's chest, and visibly cold breath snaking out from his parted lips. He waits a while, shuffling across the beams slowly and carefully until he's almost directly above William. They're out of earshot of anyone else now that the scientists have dispersed. There's only the body XANA kicked to the side, and that shows no signs of movement. As quietly as he can, eyes squeezed shut against the world's relentless spinning, Ulrich descends. At last, he steps onto solid ground, sinking into shadow, and opens his eyes. At the sound of that single footstep, William jumps.

"Who's there?"

Ulrich freezes. From his hiding place, pressed flat against the wall, he searches William's eyes (wide and panicked, shadowy with horror and grief) but thankfully, as he suspected, void of the Eye.

It's as much as Ulrich suspected, given how human William has been acting so far. The possessed don't show fear, and William's face displays none of the malice that Ulrich saw so many times on Lyoko. He wonders why William has been freed, and why he waits here now in the factory, and what has happened to him in the intervening time.

Part of him can't bring himself to ask.

But there is one thing that Ulrich needs to know, the reason he's here in the first place, the goal he's never lost sight of. He could search the factory for hours and might never find them; there might be nothing to find. For them (he owes them) it's a chance he must take.

Ulrich steps out of the shadows.

Astonishment floods William's expression, giving way quickly to relief, but the muscles in his shoulders remain tense.

"Ulrich?" he whispers. "Ulrich, is that you? My god, I thought-"

Ulrich punches him in the jaw with a force that sends William careening flat on his back. He doesn't miss a beat as he snarls his demand.

"No time! Where are they?"

"Hey, we're on the same side now-"

"I said, where are they?"

"One of the lower rooms in the factory," William admits. Ulrich's head spins with the confirmation that yes, his friends are here. William rises slowly, hand pressed to his jaw. He doesn't object to the punch, though in another lifetime he might even have hit back. Then again, in that same other lifetime landing such a hit would have filled Ulrich with great satisfaction. Now, he doesn't care enough. His friends are the most important thing.

"But listen Ulrich, you can't, it's madness-"

"And who else is going to save them William? You?" He laughs humourlessly, and William winces. "What happened to you being possessed, anyway?"

"I didn't mean to hurt you guys, you have to believe me-"

"Whatever. Maybe when we get out of this, we'll talk." It feels good to be talking to another human being in the flesh, almost a relief to be doing something as inane as bickering.

"Right. But to answer your question- XANA let me go. I don't know- I guess it just didn't need me any more, since the fight's not on Lyoko right now. But... I'm stuck here, I can't leave. I've seen things-" he swallows a lump in his throat, shakes the train of thought loose from his head. "Anyway… the things I did to you guys... I'll do everything I can to help you."

"We need to get Aelita to Lyoko so she can deactivate the tower. It's the only way."

William opens his mouth to say something but thinks the better of it. "Okay," he says after a pause. "Follow me, and be quiet just in case… in case anyone sees."

Ulrich remembers how they always said they'd explore the factory one day, when they had time. Now he's making that journey himself and he's surprised at how vast a building it really is, a complex labyrinth whose floors stretch below the surface of the river and whose closed doors hide intricate webs of tunnels. The maps the factory workers must have used to find their way around have long since faded, now become pulp which peels damply off the walls. Ulrich glimpses unhelpful fragments of numbers and letters (OUS ET S CI and CHAUFF RI -5-) and gives up, and moves on blindly, William his only guide.

They dodge stray monsters and, scattered amongst them, a new kind of enemy in the form of crude robot guards. It's stressful, halting progress. Ulrich hates sneaking around; if this were Lyoko, he tells himself, he would be charging in, weapon swinging.

"From one of the factory conveyer belts," William explains, nodding to the new robots. "It's got a whole production line going on here."

"Great. Just great. And while we're on the subject of crazy stuff XANA's been up to… What's it doing with the brains?" Ulrich's voice cracks a little, emerging as much more of a fearful whisper than he intended.

"You know, between everything else I never thought to ask." The old William would have been sarcastic - this one is absent-minded and meek. The change is so profound that Ulrich can't think of anything to say, and changes the subject instead.

"Why didn't you try to get help?"

William contemplates this for a moment, or perhaps it's what direction to take that he's thinking about. Either way, it's some time before he answers. They turn yet another corner.

"I've nowhere to go. XANA won't let me leave. And I thought.. the least I could do, after everything, was to wait here and try and break them out, somehow. I tried it, once. I managed to free Odd and he was helping me to get Aelita, but-"

"What happened?"

William's face is blank, but a violent shudder rips through him. Ulrich's stomach flips over itself.

"It didn't go well."

There is a long, long silence, broken only when William stops outside a small door.

"Ulrich, before you see them, you should know… it's not good."

He doesn't know what to say to this, so he simply presses his palm flat against the steel door. It's icy and takes both of them to push open, and even then they stop when there's just enough space for one person to squeeze inside at a time.

Ulrich turns back to William. "Aren't you coming?"

"I know what's in there. Besides, you'll need someone to keep watch." William doesn't meet Ulrich's eyes and he lingers as though wanting to add something else, but eventually he steps to the side and stands rigid against the wall.

"Right," says Ulrich. "I'm going in. You'll have to help me to carry them out if it's as bad as you say - they're probably too injured to walk."

"Yeah... Say, uh… Ulrich?"

"What?"

"Did I… Did I really do all those things?"

William's eyes are huge, a permanent manifestation of fear that also serves to make him look as innocent as he probably believes himself to be. Ulrich's lip curls in disgust and though there's a part of him that understands what XANA's possession is, understands that now is not the time to be flinging blame, another part of him wants William to know the truth and to suffer for it.

"Yeah. You did."

"Ulrich, you know I wouldn't-"

"Save it, William. Now isn't the time."

There's a slightly softer edge to his voice, however, the promise of an attempt at forgiveness some way down the line, and that keeps William silent.

Ulrich rests a hand on his shoulder for a moment, then turns away. He is so tired. Exhaustion battles with the mixed feelings of relief and foreboding at seeing his friends again.

He forgets, in all of this, to consider the fact that it just may have been too easy.

As Ulrich slips through the door, William rests his head against the corridor wall and waits.

Ulrich can't see anything at first, but his eyes slowly adjust to the gloom and his heart leaps at the sight of a familiar figure seated on the floor a little ways away. He runs forward, dropping to his knees in front of her and wishing for a flashlight.

"Yumi!"

Her hair is slightly longer, lackluster and unkempt, flat against her skull. The slender frame of her body bows with the weight of pain and malnourishment, her muscles atrophied (Ulrich never imagined that anyone could be so thin) and deep, ugly cuts are raked across the pale skin of her stomach, but it's her all right, there's no mistaking it. Ulrich drinks her in, elation that she's still alive and here warring with heartache. I could have prevented this, he thinks, If I'd done things differently, if I'd fought harder, if... He shakes off the thoughts and places one hand beneath her chin with the utmost gentleness, expecting a start of surprise or a flinch, or even a whisper but there's no movement of recognition or resistance as he raises her head. Ulrich brushes loose strands of hair away and looks into Yumi's eyes, which are so lifeless - as lifeless and limp as the rest of her - that his own vital organs race in sympathy.

"Yumi? Yumi, it's me, Ulrich." A painful lump forms in his throat but he fights past it, adds, "Please."

His face is so close to hers now that he can see the whole spectrum of her irises, the lighter flecks of brown that catch the dim light. The lips he dreamed of kissing have become parched and cracked, pale and dry and raw. Instead he angles her head just so and presses his mouth to the side of her face, whispering soothing words into her ear, trying not to shudder at the clamminess of the skin there. His heart jolts as her nails scratch slightly against his leg.

"Uh- Ul-"

She breathes deeply with the effort of speaking and immediately he shushes her.

"No, no, it's okay. Save your energy, Yumi. Just you being alive, that's enough. I need to find the others, and get to Lyoko. We can deactivate the tower and it will be like all of this never happened."

He's lying to himself here; he knows that too much time has passed for the damage to be completely undone. But there is a little truth in the hope he brings; with the towers shut down, they'll have fought back and gained just a little more ground, a little more time, until the next attack. The world can begin to repair itself.

"Will- William-" Yumi croaks.

"I know. I found him, he brought me here. He's outside, keeping watch. Here."

The persistent dripping of water has accompanied him since he entered the room and Ulrich casts about for its source, finding a leak in the ceiling and a puddle beneath it that looks like it might be safe to drink. He cups his palm beneath the leak and captures the precious liquid in his hands, then crouches before Yumi once more and tips it to her mouth. After several repetitions Yumi is able to speak, but so quietly that Ulrich has to tilt his ear to her mouth to hear, and her words brush against him in a whisper.

"The soldiers have tried… we saw some of them… Ulrich, you have to go. Get help."

"They're all hunting me, Yumi. They think if they get me, it will all be over. They don't believe there's anything they can do. No one will help, so it's down to us." He forced a smile. "Just like it always is, huh? This is our battle, we've started it and we're going to finish it."

He suspects that, had Yumi the strength, she would hit him.

"Can't-"

"We can Yumi. It's the only way. Unless-" Another wave of fear engulfs him, making him stumble over his next words. "Aelita and Jérémie and Odd, they're okay right?"

It takes him a second to realise that she's crying, noiseless disconcerting sobs that send tears streaming down her cheeks.

Oh no, he thinks. And again, though he doesn't know who he's trying to bargain with, that silent begging- Please.

Yumi's grief renders her voiceless. Ulrich wonders, as he watches her gesture with a shaking hand to the shadows behind him, if she is crying openly for the first time. He wants to think so, because the idea of her lying here, in the dark, sobbing, for however long it's been, sends a physical ache through his chest.

The light in this room catches in strange places. It falls through gaps in the ceiling in random fluctuations from whatever's illuminating the room above, making the dust motes and leaking water dance. It moves over the wet floor, which is darker in some places than others, and like a long, many-fingered hand, splashes of liquid creep out from beneath the shadows. Ulrich walks slowly in the direction that Yumi has indicated - it's difficult to gain a sense of space here, but he's beginning to realise that the room appears deceptively small and is actually much larger - and soon he can see the liquid's colour- blood-red, spreading out across the floor.

He traces it back to its source and at the sight of the body, something deep inside him breaks.

Ulrich is on his knees, the stains seeping into his clothes unnoticed, and he rolls the body over on its back, pulling it into his arms.

There's an awful noise, a groan like nothing he's ever heard (and it's coming from his own mouth, he realises, the sound of a new level of agony) and he forces himself, like a lifetime ago on the bridge, to look into the lifeless face of someone dear to him. Except this just can't be, it can't, because that would be too painful, too unfair, too much to bear. Ulrich scrabbles for anything to explain this away. The corpse is almost unrecognisable, but not enough to hide the truth.

Odd is dead.

Not just dead, Ulrich forces himself to see, as he pulls Odd into one of the meagre patches of light, but brutally so. He opens the eyes to see them glassy and bloodshot. Examines the parted mouth and the fluids leaking from it, old blood staining once-perfect teeth. Ulrich wants to scream, fights against the urge to vomit - it's not just the smell, but the way the skin flakes away so easily against his hands. He had made so many jibes about Odd's height, yet he could never have imagined that, in death, he would look so small.

His attention returns to the mouth again. Something about it is wrong. It's not just that Odd's lips will never again shape a smile, or the complete excess of blood. Ulrich stares at it for a long moment, his eyes blurring. And then he realises.

The tongue is missing.

Hastily, he shuffles away from the corpse, crawls a few yards before throwing up, again and again spilling the contents of his near-empty stomach. His throat and eyes and nose sting, the aftertaste in his mouth makes him wretch again, horrible dry-heaves that rip through his tense shoulders.

It's too much. It's senseless brutality like nothing he has seen.

He can't look at the body any more.

He makes a point of turning away from it, crawls back to Yumi's side (and oh god, he thinks, she's been here all this time, seen everything and lived in this room, with this corpse, for days) and wipes his sleeve against the side of his mouth as he settles against the damp wall beside her. Her hand grasps for his, and amongst the myriad emotions he can feel, Ulrich finds - past the despair, the pain, the disbelief - an unfathomable and depthless anger.

No wonder William was so horrified. He couldn't even speak to tell Ulrich what he would find here. But it's not William that Ulrich feels this rage for.

It's XANA.

Yumi's tears have stopped, for now. Her head tilts just slightly to rest on his shoulder, and Ulrich remembers how they slept like this, once, a long time ago. His mind races with questions - why? how? And the hope that Jérémie and Aelita are still around, somewhere, still breathing and functioning. The rush of shocked adrenaline ebbs and his body feels cumbersome, a steel anchor holding him down when his mind yearns to drift up and away, out of this nightmare.

"Ulrich!"

He feels a slight nudge against his shoulder, but the source of the voice is a little further away. It says his name again, rife with insuppressible panic. "Ulrich! I-"

Ulrich sits up suddenly. He draws a sharp breath into his lungs, then keeps breathing through his mouth to mask the smell of decay and the truth behind it. He keeps his eyes trained away from the corner, instead turns to Yumi, whose head is tilted forwards and her eyes closed, though the twitch of her thumb where it rests on his hand indicates she is still alive. She hasn't called him, so who-

The steel door, which had taken the strength of two to crack open, is pushed wide with no effort at all. In the doorway stands a barely-human silhouette with its red-ring target eyes. One hand is closed over William's mouth, cutting off the urgent whispers of warning, and the other hand presses into the boy's shoulder with a thoughtful, possessive caress.

"XANA." The sight of the entity stirs up all the rage in Ulrich again. Through his dry throat, he snarls his disgust. "And William!" Ulrich's gaze snaps towards the other boy, still bound and gagged by XANA's hands. "You lead him-"

"No," XANA corrects. "I always knew where you were. Every moment. I am always watching, Ulrich, don't you remember?"

This chilling conformation of everything Ulrich has always thought, the eyes on his back given life and solid form outside of his own relentless paranoia, fills him with despair.

XANA always knew.

"You are here. Alone?" XANA speaks in that scratchy voice, a bastardisation of its human vessel's vocal chords, that sends chills through Ulrich's body. William, once released, removes himself to the side of the room, kneeling quietly beside Yumi and whispering something.

Ulrich fights to keep his voice level. "I've come to stop you."

"Without back-up, without weapons?" XANA's eyes narrow. "There is no logic in this."

"In case you hadn't noticed, XANA, the whole world out there doesn't make sense any more. This place should be blown sky-high and you with it, but instead you've got them all hunting me."

At this point, any human villain would smirk. The blank expression on XANA's face reminds Ulrich just what kind of monster he's facing. Seeing it in the flesh (as much as that can ever be possible) only reinforces his rage. Here is a body into which to pummel blows, a solid outlet that can be made to hurt for all it has forced Ulrich to endure. Like never before, Ulrich wants to spill blood.

His fists clench and he looks around for a weapon; something, anything to inflict the most damage possible. XANA processes this visual image and extrapolates a conclusion that appears to be the correct one. In that chilling voice, it challenges him.

"Do you wish to fight me, Ulrich?"

"I'm going to destroy you, XANA. For what you've done to my friends, and my home. I'm ending this now."

A part of Ulrich that is still innocent and fourteen years old wonders if he's ever had it in him to kill anyone. A larger, more forceful part remembers Odd's dead body, the thinness of Yumi's face and wrists and legs, the unknown fate of Jeremie and Aelita, and hate is the force that propels him forwards.

"Is that so."

XANA, if the creature could ever feel such a thing, makes this comment with an air of detatched curiosity. It watches as Ulrich takes a rusting steel pole from the debris littering the floor. It's a crude weapon, but pure instinct guides his grip - he wields the bar like a sword, and that's when the irony of the situation strikes him.

It's a mockery of Lyoko: Ulrich with his injured Earth body and a scarf instead of a bandana, in cold, dark, closed terrain. The ache in his legs and arms is the direct opposite to his warrior's agility, his Triangulate and Super Sprint.

The ultimate mockery. A fight that should be impossible to win.

He'll try anyway.

He thinks he hears Yumi cry out in warning but it only serves to remind him of her injuries, of Odd, and the latent panic in the back of his mind that screams for Jérémie and Aelita; the blood roars in his ears as he swings the steel bar. XANA blocks the hit with one impossibly strong hand, again and again and again. As Ulrich draws breath, it releases a pulse of electricity. The room is suddenly shockingly bright - the light lingers and chases away the shadows - and Ulrich is thrown backwards, choking on his own breath as it's winded out of his body.

In newly lit room, Ulrich can see that it is much bigger than he thought - a cavernous space split up with half-walls and screens. Newly illuminated is the horrifying image of Odd, splayed in full light for all to see, but with it, in the far corner of the room, are two other bodies, slumped quietly and unnoticed until this moment.

"Aelita! Jérémie!"

They rouse themselves slowly - they are thin, so thin and pale that Ulrich shivers - and stare up with blinking, disbelieving eyes.

"Ulrich. What are you doing here?"

His heart leaps a little - all other things aside, here is a glimmer of hope that exists outside of himself, proof that things still have the potential to be almost all right again.

"I'm here to finish what we started."

Years of fighting have taught him to think on his feet. Ulrich may not be able to ace a Biology exam, but he can formulate strategy with the best of them and what he needs to do right now is to stall for time. He struggles to raise the steel bar, his white-knuckled hands numb in their fixed grip, and his breath leaves him painfully. Ulrich swings again, and again XANA blocks it.

"Why, XANA?" Ulrich pants. A bead of sweat rolls down the side of his face.

"I have defeated you. I am superior. However, you have proven yourselves worthy opponents."

"First of all, you haven't won while I'm still standing. Second, what are you even planning, anyway? Is there anything beneath your programming, or is mindless destruction all you're good for?"

"Hopper granted me sentience, and expected compliance. He was foolish. This world must be torn down to create something better but I have learned to compensate for humans and their lack of logical thinking. They will rebel. By understanding how you were successful for so long, by studying human brains and human nature, I will better prevent any further opposition in the future."

Urich began to laugh, despite himself.

"Jérémie's determination, Aelita's hope, Odd's spirit, Yumi's strength… You won't find those things by… by… by cutting them open and seeing what's inside. Those things are a part of them, they aren't things you can reach, or take away."

"By studying their genetic and biological make up-"

"No!" Ulrich yelled. "It makes no difference! We are who we are because of our experiences, and because of what we are to each other. You're not even developed enough to feel complex emotions. All you know is hatred and the urge to destroy. Things like love and compassion are nothing to you. You're not good enough or advanced enough for them." Ulrich breathes deeply, shocked at himself. He runs his tongue over his lips, which are dry as salt. He's thinking of Odd, and Jim, and everyone across the world where this chaos has extended its reach. His body is heavy. He pulls strength from somewhere, and adjusts his stance.

XANA stares with those hollow red eyes. Calculating, assessing.

"Ulrich, this is senseless. I think it is time to surrender, don't you?"

"XANA, you should know by now that the Lyoko warriors never give up!"

"Very well," it says. "If you refuse to come willingly."

It seems to pause, as though waiting for something. Ulrich spins around, fists clenched, anticipating the appearance of a new threat.

He hears an echo of something high above.

Something familiar.

With a dread certainty, Ulrich suddenly knows what's coming.

In his mind's eye with startling clarity he sees it: the scanner door opening one floor above, visibly cold tendrils of steam obscuring the being within in a fog that slowly dissipates.

It's coming for him, for all of them. Ready and eager to hunt them down, and they, defenceless.

It's moving above them, gliding noiselessly over scuffed tiles and chill metal slabs. Every second brings it closer. Everything in Ulrich's body screams out for him to run, but the only avenue of escape is the door he's entered through and like an apocalyptic vision it fills now with the silhouette of the Schypzoa.

It looks at XANA. It looks at Ulrich. Then it speaks.

It speaks in its own unearthly language, a shriek incomparable to any human sound. The cry reverberates in Ulrich's head, no less chilling for having heard it before on Lyoko, seeping into the layer between his brain and his skull to set his ears ringing, ringing. His hands tighten their grip on his makeshift weapon. Against his screaming instincts he stands in position and waits.

He sees the eye first, the eye that ties this and all enemies together, the one Eye that symbolises the downfall of France and after, the rest of the world. Its tentacles glow with no visible light source, its translucent body palely ethereal, somewhere between viscous gelatine and smooth glassy shell but somehow neither of these things.

Ulrich is tense, a tightly-wound coil ready to spring.

"Much as I am interested in researching further, perhaps it is time to end this now." These words serve as a command, such are XANA and the Schypzoa linked.

On cue, it turns towards Aelita.

Her mouth is open wide in a silent scream of terror, yet malnutrition and exhaustion have rendered her reflexes dull and slow; it is seconds before she reacts enough to scramble away. Jérémie, likewise bleary-eyed and drained, nonetheless moves to cover her, with his fists bunched pathetically in front of him in anticipation of a fight.

Almost gently, the creature winds twin tentacles around the boy's waist before raising him, yelling and wriggling, into the air.

Aelita releases a hoarse plea-

"Jérémie, no-"

Yet before it has even fully left her mouth, in the time it takes Ulrich to blink, Jérémie is thrown with a sickening crack against the opposite wall.

His body bounces with the impact with which it lands on the ground, sends his glasses scattering across the icy floor. Leaves his body unnaturally twisted, lifeless and still.

"XANA!" Ulrich roars. "Stop it!"

He makes to run over, but William calls out to him first. Ulrich looks over his shoulder, hesitant.

"William - what-"

"Go. There's no time. Get Aelita out of here, get to Lyoko and the tower."

"But-"

"Ulrich! I've helped all this to happen, whether I wanted to or not. It's time to make things right."

Where Ulrich keeps his fear deep inside himself, William's is written all over his body, plain to see. What has happened to William since he was released, Ulrich can only guess at, but he knows courage when he sees it. And Ulrich Stern, if nothing else, respects courage.

"Thanks, William."

XANA screams, its scratchy voice bouncing from the metal walls.

"DON'T LET THEM GET AWAY!"

The Schypzoa barely has to move; it seems to fill up the room, and it needs only to reach out a handful of tentacles towards Ulrich. He dives, rolls across the floor through the water and blood and dirt, and with strength he doesn't know he has left, he lifts Aelita to her feet. She sags beneath the strain of a swollen ankle, slinging one arm around his shoulders.

"Hey, Princess. You okay?"

She tries to smile, but he sees her eyes stray to Jérémie's prone body, and the deliberate sweep away from the space where Odd lies. She's so cold, with a strange damp quality to her skin; Ulrich holds her more tightly and tries to pass some of the heat from himself into her. She leans into him gratefully.

"We'll come back for them," says Ulrich. "Let's go."

They're about to leave when there's a shout from behind them, and they turn to see Yumi struggling upright, swaying slightly on her feet.

"Yumi-"

"I'll catch up with you," she says, though her voice is faint. "I just need to check on Jérémie."

She staggers a few feet across the floor and sinks to her knees beside him, cradling his blond head in her lap.

This is a war, Ulrich tells himself, not for the first time. There's no time for sentiment.

He pushes all other concerns aside, adjusts his grip on Aelita and makes for the door. Tentacles snake around his ankle and he shakes wildly to try and free himself; more of them wrap themselves around Aelita's waist and neck, and he feels himself torn from her.

Suddenly, there's the sound of something heavy clattering, a thud of steel against not-quite-flesh, and with it the sound of the Sxhypzoa shrieking. Its tentacles unwind slowly. When it turns, in a slow, sweeping arch, it sees William, standing upright with yet more rusting factory debris in his hands.

"Go!" William yells, and Ulrich and Aelita don't need telling twice.

It's a blur after that, half-running and half-limping, clawing at freedom that's always seemed just out of reach. He's yelling words of encouragement to Aelita and she's limping as best she can, face creased in pain and though her feet move her forward, her mind is still back in that room with Jérémie and the rest of their friends. Ulrich feels a little heat in her cold skin, the thud of her heartbeat and the clutch of her fingers in his shirt.

He hears the laser fire before he sees it, and then it's bright flashes burning orange-red atop his vision. The corridor is too narrow for the swarms of Bloks and Kankrelats that come through it, and sweep them back. They fight with their fists and feet, as much as they possibly can, but it's a losing battle and tiredness drags them down like a tidal wave.

They're dragged back down the corridors, bumping painfully against the floor with faceless guards seizing their ankles in an iron grip. Aelita's biting her lip against the pain, drawing blood that runs in a thin crimson line down her chin, but her gaze is defiant. Her hand reaches out for Ulrich's; their fingers brush in a faint gesture of comfort before they're hauled apart again, and thrown back at last into the room.

"XANA, no!" Ulrich cries. He's taken in the situation straight away, sees Yumi with a fresh bruise on her left cheek and her eyelids closed, sprawled awkwardly on the floor and never to get back up again. Jérémie lies beside her, but it's William whose centre stage, his screams of agony ripping through the air.

William is swathed in tentacles, creeping up his legs like vines, criss-crossing over his torso and coiling tightly at his throat. His legs kick feebly, his lips slowly turning blue and his remaining breath escaping him in strained gasps. The Schypzoa raises him up, its tentacles glowing more vibrantly. Ulrich anticipates possession, again, and wonders if he has the strength to fight off XANA in William's body. But there's a worse fate in store for William, as the Schypzoa slams him down into the floor, hard, again and again. His body jerks with the impact.

William's screams ring in Ulrich's ears; he doesn't know what's worse, the terror etched into William's expression, the methodically relentless action of the Schpyzoa (slam, slam, slam against the filthy ground) or XANA's own passive expression. The Schypzoa's tentacles begin to apply more and more pressure until with a snapping sound that cuts through the screams, the bone of William's left arm shatters upwards through the skin. Beside him, Ulrich hears Aelita gasp, hands flying up to cover her face. Ulrich can barely watch; he catches a glimpse, through the spray of blood, of a jagged bone end and scraps of torn muscle ligaments. Aelita releases a soft gasp and faints beside Ulrich, falling almost gently into oblivion.

William is howling now, begging through his sobs. XANA walks forward and peers critically at his writing body, as impassive as ever.

"I granted you autonomy, William. I have kept you around in the hope that you might one day again be useful to me. I have won, yet you choose to fight for the losing side?"

"I needed-" William chokes out "-to make up- For what I did." Through eyes streaming with tears, a face unrecognisable for tears, mucus, and the blood that trickles thickly from his mouth, William turns to Ulrich. "I'm sorry-"

"William." Ulrich, for all his dislike of the other boy, finds himself fighting back tears. "William, I-"

But he knows as the words leave his mouth that it's too late, that William is dead and that it's another light gone from a familiar pair of eyes that will never, ever come back, and with it the loss of one more warrior to fight the final fight. There is no time to grieve, and nothing else that can be said. XANA stands there, waiting.

Despite his mixed feelings towards William, Ulrich finds more and more tethers snapping, deep inside himself. He forces himself to look at the huddled, lifeless form, and when he speaks the words stick awkwardly in his throat.

"I'm the only one left. I'll get to Lyoko and deactivate that tower myself, if I have to. I won't let them have sacrificed themselves for nothing."

But he's beginning to realise the truth and magnitude of his mistake; how he's walked willingly into the bowels of XANA's fortress, met his fate head on with so little hope. The battle for Lyoko and Earth has become less and less the video game, the adventure, the noble quest he's always sort of thought it to be. The pain is real, the death permanent.

Ulrich raises his head once more.

"Did they fight you all until the end? Yeah, I bet they did. Yumi and Odd, and all of them. Even Jim Moralés - he faced you before too, didn't he? You were right about one thing, XANA. There'll always be humans that want to fight. As long as there's even a little bit of hope, we'll never give up."

XANA is silent. It simply casts a hand to the side and though unwilling to turn his back to follow it, Ulrich does so.

As though on cue his friends rise shakily under the force of XANA's will (even Odd, even Jérémie, accompanied by the sounds of snapped bones snapping yet further) their lolling heads jerking upwards as their arms reach out towards him.

As one they open their eyes.

Ulrich screams.

Everywhere, three-ringed targets, and how

(but of course)

Look at them, exhausted, starved, in agony, drained, if not dead, and no longer strong enough to fight off possession and oh, if he'd gotten here just a little sooner, but now-

"Yumi! Odd! Jérémie! Aelita?" He shouts their names in turn but there is nothing, nothing left in them. Not even Aelita, who Ulrich brushed hands with only a moment before.

Ulrich goes to run.

He turns, dodging the Schypzoa's snaking tentacles, stumbling out of the steel door and into the corridor. He's dizzy and nauseous, can't remember which way he came from only that he must get away, regroup, gather his strength, do anything other than look into those lifeless eyes again. As he swerves through corridors, pushing past robots and monsters with the last of his strength, his own eyes blur with tears.

His friends… They have devoted their lives to fighting XANA, fought against it with their last conscious breaths (they flash through his mind all at once - Jérémie, fists raised; Aelita's final stand, Odd's attempt at escape, William against the Schypzoa and Yumi, Yumi protecting Ulrich himself…) and this end, for their bodies to be used for these means, seems to him so unfair.

His lungs ache. Every footstep is agony, every passing a second a small miracle in which he's not yet been caught. Just a little further, he tells himself, bolting down yet another passageway. Almost there, almost there.

Somehow, he makes it out. Past robot guards and monsters, past the Schpyzoa and XANA itself, Ulrich clambers up the final stairwell, tearing into a sprint across the factory bridge. The cold air rips at his throat. An insane grin works at the corners of Ulrich's mouth, building to an insane frenzy of laughter as his body gives out on him and he rolls in the damp grass at the edge of the river Seine. At last he sits up, breathing deeply with a faint smile on his pale face.

He's made it. He's free.

But Ulrich Stern - teenage boy, Kadic Academy student, soccer player, warrior - cannot shake the feeling that something is wrong. It cuts through his relief like a blade, turns his gaze to a nearby patch of grass, empty yet flattened. He remembers what lay there, amongst buzzing flies and bloody remains, and notices that it is no longer there. He looks up at the decaying husk which stands before him now, freshly animated, its one remaining eye no longer human, but all red lines and concentric circles. The mottled jaw shapes into an approximation of a grin, the last bit of movement needed for the band-aid to peel away and catch on the breeze.

The hand clamps around his throat.

/

Death was always a possibility.

Its cold hand had so often rested on Ulrich's shoulder, brushing against his back in a dozen near-misses. Now, as Ulrich's eyes flutter open, not on the open starlit sky but on another room in the depths of the factory, it takes its most literal form. Unnaturally elongated fingers with a rough, strong touch. Warm, human breath against his ear, exhaled from a human body through which lives the most inhuman thing of all.

"Welcome back, Ulrich."

XANA draws back a little, so Ulrich can take in the room which he finds himself. He sees his friends with their Eyes, standing in a neat line against the wall. Odd's tongue is still missing, Aelita's ankle still swollen, Jérémie's neck and arms still broken. Yumi's head still swollen in a bruise. William stands there too, awkwardly positioned on what remains of his limbs. Blood drips from his wounds, sliding over smooth white bone to pool upon the floor.

Ulrich tries to move his arms but the movement is accompanied by the rattle of chains, and with a dull, lethargic kind of horror he looks down at the manacles binding his ankles and wrists.

"You have lost, Ulrich."

"No."

That last defiant syllable comes out as a mere broken whisper.

Death was always a possibility. Now, it may even be a kindness.

But of course, he never wanted to die.

He never wanted to fight forever.

He never wanted to be alone at the end.

There is an awful, selfish, most hated part of him… that is a little glad it's over.

/

/

/

The night stretches onwards, and the slow dawn will bring with it no reprise.

In the ruins of a boarding school in France lies a journal, only slightly damaged, that tells the story of a boy turned soldier, and everything he remembers about supercomputers and towers and a world called Lyoko. When his words falter, and when what remains of his voice is but his screams' last dying echoes, his story will provide instruction on how to save the world.

In this, and in all of the darkest places, small things cast their own small lights.