A/N: This is an AU taking place during the episode 'Finale Round'.

Ulrich and the other get there in time to save William from the Scyphozoa, but the Scyphozoa gets Ulrich instead. Now the Lyoko warriors must battle X.A.N.A. and their best friend. What will this do to the group? More importantly, what will it do to Yumi and William? R&R.

Ulrich, Serveant of X.A.N.A.

Final Round

"You swear not to give out the secret?" Yumi asked.

"I swear." William said.

"Good answer William." Jeremy said, "Now for the final part, the scanner. We're going to record a virtual image of you into the super computer. That'll make you immune to the returns to the past. That'll really make you a part of the group."

"Well you ready? You're not scared are you?" Ulrich asked.

"Who me? No way. What about you, were you scared the first time?"

"No." Ulrich said just as Odd said, "Oh sure."

"I'm telling you I wasn't scared!"

"Oh sorry. I guess I mixed you up with another Ulrich Stern."

"Hey, you can still change your mind." Yumi said.

"Are you kidding?" William said before he entered the scanner.

"Scanner William." Jeremy watched the screen as the virtual image was recorded. "Welcome to the club William."

"So, how do you feel now?" Odd asked as William stepped out.

"Ready to take on X.A.N.A. and his monsters, and I just can't wait to see what I look like on Lyoko."

"Get real, X.A.N.A. is much more dangerous and devious than you can imagine." Yumi said.

"Besides before you can out up a decent fight on Lyoko it's gonna take time. A lot of time." Ulrich added.

"At first you better just sit back to check things out, and to try to learn." Aelita finished.

"Okay, I get it. I'm not someone who tries to steal the show."

They rode the service elevator back to the top floor and headed for Kadic.

"I'm really hoping X.A.N.A. doesn't attack tomorrow. I signed up for the inter-academy skateboarding competition, and I'm gonna a win it too!"

Aelita giggled as Yumi said, "You're not someone who likes to steal the show either."

"Odd's right." William said, "In life you should always aim for the top."

"Why not." Ulrich said, "That way when you fall back down you crash a lot harder."

At that they all began laughing.

The next day…

The gym was buzzing with excitement as the competition was about to start.

"Thanks for coming with me Ulrich." Odd said as he fastened on his knee pads.

"Well somebody's got to pick you up and dust you off every time you face-plant. I mean, what are friends for right?"

"Good afternoon everyone!" Jim said, "Kadic Academy is proud to welcome you all to this grand skateboard championship. I'm sure all of you are going to knock us dead with your nollies, your Ollies, your kick-flips, and other Smith grinds."

"Wow, incredible!" Ulrich said, "You're really up on your skateboarding Jim."

"Yep I sure am. Actually I was a roller-derby champion way back in the 70's."

"Really? What a shame that's you'd rather not talk about it?"

"Actually I'd love to, but I don't have the time." Jim said and blew his whistle, "All right into the pipe all of ya!"

The first 2 skateboarders face-planted hard and the next two crashed into each other, and then it was Odd's turn.

For a second Ulrich was worried, then Odd completed 4 runs through pipe with ease and the gym erupted into cheers.

"Yeah!"

"All right!" Ulrich said.

"And there you go!" Odd said, "The perfect combination of exceptional skill and incredible elegance! In a word, classy."

"Hey Odd, great run out there." Said a certain dark skinned beauty.

"S-s-Sam!?" Odd said and fell of his board. "How are you?"

"Not bad."

"Now that was real class." Ulrich said.

"Hey it works!" Jeremy said. Him and Aelita were in his room. That had just finished a new program.

"Really?" she asked, excited.

"Yep. With this we should be able to find your Father on Lyoko."

"Let's go and check out in the lab right now!"

Tamiya started the camera as Milly walked in front of Jeremy's door. "And this is the room of our man of the hour, Jeremy Belpois." She said before she knocked.

"Huh?" Jeremy said when he opened his door. "What are you doing here?"

"Don't tell us you forgot." Milly said.

"We're filming you for a whole day for our special edition of The Kadic Herald, 'A Day In The Life Of Jeremy Belpois'." Tamiya said.

"You are? You're right I did forget, completely. Look, I'm sorry but I have too many things to do today."

"That's great! We wanted to film the Kadic Academy valedictorian on his busy day." Milly said.

"He won't even know where there." Tamiya said.

"It's alright." Aelita said to him, "I'll go to the factory and test it myself. I'll call you as soon as I'm finished."

"Okay," he turned to the 10 year old journalist and camera girl, "I'm all yours now."

Back at the gym…

"I'm really glad to see you Sam. But aren't you supposed to living somewhere on the coast?" Odd asked.

"I am, but I also signed up for the skateboard competition. I'm only here for the day."

"Samantha Knight!" Jim called.

"It's my turn. Don't move I'll be right back!"

"How weird is that to run into her again! I'd almost forgotten how cool and how pretty she is."

"And how you're really in love." Ulrich said.

"Come on! Can't you like somebody without being in love?"

"Sure I can, but you're totally in love good buddy."

Odd confirmed that fact by wistfully watching Sam skate, and she was even better than him.

At the factory…

Aelita was running the program when suddenly another window opened up. "Oh no!"

With Jeremy…

"For breakfast do you like juice or milk?"

"Hot chocolate."

"Eggs or toast?"

"Cereal."

"Butter or jam?"

"Maple syrup. Look, are you sure your readers care about this stuff?"

"Look Jeremy I'm the reporter and I know what our readers want to read!" Milly snapped.

His phone rang and he made the one second gesture and turned around as Milly and Tamiya began to argue.

"Aelita? Is something wrong?"

"Yes, X.A.N.A. has launched an attack on the core of Lyoko!"

"Tell the others, I'll be there as soon as I can." He hung and turned back to see Milly and Tamiya in a heated argument.

"Ladies!" he said getting their attention, "I have an idea, why don't we finish this interview later on when you two have stopped fighting with one another?"

"You're staying right here until you finish answering my fascinating questions!"

Oh great. He thought.

Sam sat near Ulrich as Odd made another run. "Oh that Odd he's so, so,"

"So messy! You should see what his room looks like!"

"He's like me, my room's a permanent disaster zone."

"Sounds like you two were made for each other." He said, and then his phone rang. "Aelita? No problem, I'll get Odd and we'll be on our way."

"Ulrich Stern." Mr. Delmas called, "Someone here would like to see you."

"Hello Ulrich."

"Dad but!? What are you doing here?"

"I'm worried about your grades son. I think you and I need to have a talk."

"I'm sorry but today's not very good time."

"And I think the time is long overdue."

"It's just that I wasn't expecting you."

"And I wasn't expecting a report card as bad as yours was. Come with me now Ulrich, Mr. Delmas was kind enough to lend us his office."

"Sam, can you give Odd a message for me?"

" Yeah, Sure."

"Tell him to get to 'he knows where' right away."

After Ulrich walked away Odd walked up and said, "How was that? Hey where's Ulrich?"

"I don't know." Sam said.

"He didn't say anything?"

"No."

"…So tell me, how was I?"

"Wow, you were great Odd."

William was practicing some fight moves when Aelita called him. "Hello? Alright! I'm on way!"

"Hello?" Yumi said and Aelita told her what happened. "No not today! My parents are gone and have to look after my brother. Okay, I'll sneak out when he's not looking."

"Dream on sis." Hiroki said standing in her doorway.

"You call that an interesting question!?" Milly raged at Tamiya after Jeremy told them about ecology.

"The question was fine! It's the answer that's a bore!"

Jeremy answered his phone as they continued to argue. "Aelita?"

"Jeremy, it's just me and William here. He's thinking we should go ahead without the others."

"William's right Aelita, protecting the core takes top priority. I'll be there soon to virtualize Ulrich, Yumi, and Odd when they get there." Then he up and turned to Milly and Tamiya, "Uh ladies? I have to use the bathroom." Jeremy took that as a chance to sneak out the window.

"I've started the virtualization program to virtualize us directly into Sector 5." Aelita said, "Quickly, we only have a few minutes to reach the scanners."

"Let's go!"

Aelita and William dropped down next to each other in Sector 5. William looked himself over. His was clad in a skin tight silver shirt with black trim, black pants, and black and silver boots. He looked at his right hand, in which he held a four foot long Zweihander. "Wow," he said admiring the blade, "Got some pretty classy gear. And you, no weapon? You fight with your bare hands? What's your super power?"

Aelita clenched her fists, slightly vexed on how he was acting, "This isn't a video game William. We have an important mission here."

"Okay, okay sorry. So, where are the monsters?"

"This way, we only have a few minutes to trip a key lever."

"Killer! This is 10,000 times better than 'Galactic Battle'!"

They ran down the corridor to the chamber with the key. It was just a regular square room this time.

"It's a movie set wow!" William said and Aelita narrowed her eyes at him.

"The key, it's over there." She pointed to the opposite wall.

"I'm on it!" William said running towards it.

"No wait!" Aelita called.

Suddenly a square pillar shot up in front of William. "What?"

"Roaaar!"

"What's that noise I hear?"

"Creepers!" Aelita said as hole opened up in the floor and several Creepers crawled out.

"Creepy crawlers, I love this! You get the key, I'll take of these guys."

"Watch it! They can be really tough."

"Works for me, so can I."

Aelita sighed and shook her head as William charged.

"Geronimo!" he shouted as she ran for the key.

"I really want to understand why your grades are so consistently poor!?" Mr. Stern demanded.

"I'm sorry. I just can't seem to concentrate all the time."

"Why not!?"

"Well… You remember when you my age."

"Yes, at your age I had straight A's! And I was preparing my collage application!"

Preparing your collage application at age 12 in 8th grade is insanity! Ulrich thought. Use the corridor on your right.

"One more thing, about your friends. I don't think they're a very good influence on you."

That got Ulrich mad, "Huh how would you know? You don't know them, you don't even know me in fact! We haven't spoken for a year!"

"That doesn't mean I don't know what's best for you!"

"Oh yeah? And what's that!?"

"That you show respect for your work! Need I remind you that I'm the one paying and you're costing me a small fortune!"

Ulrich's phone and rang and, looking his Father in the eye definitely, he answered. "Yes Jeremy? I'll be right there" he hung up, "I have to go."

"I'm not finished talking to you!" Mr. Stern said.

"Well I finished listening."

"Ulrich?" Odd asked when he answered his phone, "Why should I be in the lab I'm in the finales? What message?"

"I'd like to see you top that!" Sam said.

"Sam why didn't you give me Ulrich's message? It was really important."

"Important? I-I'm sorry, I just really wanted you to stay. We're so lucky to be together again even for a day and I'm leaving tonight."

'I know how you feel Sam but, there's something I have to do."

"Even more important than spending time with me?"

"Unfortunately…yes." They looked each other sadly, and he left.

"Take one more step and I'll tell Dad everything!" Hiroke said to Yumi.

Yumi took out her phone as it rang, "What do you know it's Dad. Go ahead and tell him."

"Daddy Yumi's trying to, huh? That's not Dad it's Jeremy!" he accused, but she was already out the front door.

Aelita was dodging pillars as she ran for the key while William, who was having the time of his life, entertained the creepers. He quickly cut through two of them then, using some kind of spin move, cut down three at once. "Wow I can't believe it. I am the man!"

Aelita finally reached and tripped the key. "It's okay William! Come over here!" she said as he cut down another.

"Wait just one or two more of them okay? This to cool!" he said, then cut down the last two. He didn't notice the wall rising behind him.

"William! No." Aelita said as he was cut off from her.

"Aelita! What's going on?" Jeremy asked as he finally got to the lab with the other's right behind him.

"I got separated from William!"

"Don't worry, the Calvary's coming."

"Hey Jeremy," William said, "There's this really weird monster that just showed up. Some kind of …Giant jellyfish?"

"WHAT!? Aelita, you have to get to William! Hurry! You have to go around the outside! I'm virtualizing the others."

Aelita quickly made her way outside.

"Take the hallway on your left. No, left! Faster before Scyphozoa goes after William! Take the corridor on your right. William get out of there! William! Do you hear me?"

"I'm not afraid of some dumb jellyfish!"

"William just do what I say. I don't know what the Scyphozoa wants with you, but it can't be good!"

At this time, Ulrich had caught up to Aelita thanks to his super sprint. "Jeremy, I'm going on ahead." Ulrich said.

"Okay, take the next hall way on your left!"

"Super sprint!"

Faster than William could react the Scyphozoa knocked his Zweihander from his hands. "Rats!"

"William get out of there! WILLAM! Do you read me!?"

"Relax, the Scyphozoa hasn't budged an inch." He said picking up his sword, then turning to face the Scyphozoa again. "Must be scared of me."

Suddenly the Scyphozoa was in front of him and lashed out with its tentacles.

"Whoa! William said as it reached for him. He was suddenly blindsided by Ulrich and the Scyphozoa grabbed him instead.

"Ulrich! I don't believe it the Scyphozoa got him! Guys! X.A.N.A. possessed Ulrich through the Scyphozoa!"

"I'm almost there!" Aelita said. "And we're on our way!" Yumi said, tailed by Odd. Aelita got there just as the Scyphozoa was leaving. William was on the ground, eyes wide in fear. Ulrich was on his hands and knees with his back to them, standing up.

"Ulrich?" Aelita asked, "Are you okay?"

Ulrich turned around quickly, his pupils and irises were gone, replace with the eye of X.A.N.A. Ulrich advanced on and she shot two energy felids at him. He deflected them and then shot a wave of energy from his sword, de-virtualizing her.

"NO!" William said finally snapping out of it. He charged Ulrich who blocked him with ease and then back handed him. He raised his sword and said, "Ya!" in a strange computerized deep voice. Then he made his way to the core before William recovered. He got up just as Odd and Yumi got there. "We're too late!" Odd said.

"I don't believe it!" Jeremy said looking at his monitor. Ulrich had gathered with the monsters in the core.

"Ready." Ulrich said in his X.A.N.A. voice to the 10-15 Creepers with him. His raised his arms and sword and said, "Ya!" the Creepers got ready and charged up his sword. He launched and energy wave and said, "Fire!" and the Creepers obeyed, blasting through the first shield layer.

"We just lost the first shield layer!" Jeremy said as Odd, Yumi, and William got off the lift.

"If the second one goes…"

"Lyoko will be lost forever!" Aelita said.

"And Ulrich along with it."
"WHAT!?" Yumi shouted.

William, Odd, and Yumi entered the chamber just as the second shield layer blew.

"ULRICH!" William called.

Ulrich looked down to see them. "Ya!" he said throwing his sword so it landed in front of them. Then he dropped in front of them, causing a shockwave.

"Ulrich…" Yumi said."

"I've only seen him like that when you mention his Father." Odd said.

"If we lose Lyoko I lose my Father as well!" Aelita said.

"I know…Huh?" Jeremy said as a new window opened.

"I-is that the program I started earlier?" Aelita asked.

"Yes I don't believe it! It actually works! I found Franz Hopper."

"Run the re-materialization process, hurry!"

"Stop the Creepers, I'll slow him down!" William said.

"No, I know Ulrich's fighting style, help Yumi with the Creepers." Odd told him.

He nodded and followed Yumi.

Ulrich retrieved his sword and saw William and Yumi attack the monsters. He prepared to shot and energy wave at them, but Odd shot him first.

"Your opponent is me." Odd said.

Ulrich blocked Odd's laser arrows while moving closer before cutting him down. Then he looked at Yumi and William. He super sprinted to Yumi and stabbed her in the back. "I really did want to be more than friends someday." She said as she vanished.

"YUMI! RAAA!" William charged after a quick exchange of blows, William was knocked off balance and cut down.

"NO!" Jeremy said.

"They're going to destroy the sphere!"

"I'm almost there!"

Ulrich floated to the core and destroyed it. There was bright light above the digital sea as Carthage exploded.

"I couldn't materialize Franz Hopper. I didn't have enough time."

"We've lost everything." Aelita said.

"Even…" he couldn't say it, he couldn't say his name.

Yumi couldn't have stopped the tears even if she wanted to as she fell to her knees. "Ulrich…No…NOOOOOOOOOOOOOOOO!"

Aelita sat down next to her and wrapped her arms around her.

Ulrich awoke in the emptiness. No memory of his friends or anything. Only a will to serve his new master, X.A.N.A.

They had gathered at the Hermitage after what happened.

"We have no other way to fight X.A.N.A. now. The whole worlds in danger."

"This is horrible." Odd said.

"RAAA!" William said punching the wall hard enough to dent it and make his knuckles bleed. "It's my fault. I should have listened to you Jeremy. Now thanks to me X.A.N.A. can't be stopped. And Ulrich's... Ulrich's in X.A.N.A.'s clutches."

"Or he fell into the digital sea and-." Odd was cut off by William and Yumi both saying, "HE'A NOT DEAD! DON'T YOU DARE THINK THAT!"

"I didn't mean like that!" Odd said.

They calmed down and went back into a depressed state.

Aelita was staring at picture of her Father and herself. "I was really hoping… I could see my Father again."

"I did everything I could." Jeremy said.

"I know you did Jeremy." she put the picture down. Suddenly Jeremy's laptop started beeping and he quickly check it. "What? Ah, this is incredible!"

"What is it?" William asked.

"I just received a message directly from the internet and it's signed…"

"Who? Tell us!" Aelita said.

"Franz Hopper."

A/N: This is going to be very intresting. What do you think will happen? R&R!