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| - The episodes begins with Jeremie using the voice synthesizer to imitate William's father and call the principal to set up a fake reason for Williams disappearance. After finishing the call, he and Aelita continue to work on something within the Supercomputer. The next day Jeremie and Aelita explain to the others about the phone call and their plans to recreate Lyoko using the data transmitted to them by Franz Hopper. They move into the lunchroom where Milly and Tamiya are both in a bad mood with Jeremie and quickly leave, Jeremie then explains about them being mad at each other and about the Kadic News being canceled, Odd is horrified with this as he won't know about who is dating who and says that he would cheer up by watching Paco the King of Disco to which Sissi happens to overhear. Sissi gathers Milly and Tamiya into her room and declares herself as Editor in Chief of the Kadic News (much to their horror) and tells them about the scoop on Paco the King of Disco. In the factory, Jeremie, Aelita, Odd, Ulrich and Yumi are in the lab and Jeremie launches a program which recreates Lyoko. Jeremie explains that it was only Carthage they were able to recreate, however he and Aelita would be able to recreate the outer sectors soon. The next morning Jim corners Odd in the bathroom and shows him the article that Sissi had written. Odd then finds Milly and Tamiya and expresses his fury, Sissi then appears and brags about her new position before rounding on Yumi and asking her about how her relationship with William was, when Yumi fails to answer, Ulrich accidentally tells Sissi about the phone call to the principal and before Sissi can question him further William himself appears. A few moments later after Sissi had gone, William explains that all he remembered was his encounter with the Scyphozoa and then waking up in the factory, Odd tests William to check whether XANA sent him by pinching him and Jeremie declares that there was no activated tower in Carthage. Later that evening, Aelita was studying in her room when she is interrupted by Sissi and bombarded with questions about her origin, she was quickly saved by William who got rid of Sissi before revealing himself to be under XANA's control and knocking Aelita out and taking her to the factory. Sissi goes and tells Jeremie about William being in Aelita's room who gets suspicious and investigates, and using Aelita's computer manages to track their mobile signals. Jeremie then calls Ulrich who agrees to Jeremie’s suspicions and reveals that Odd is nowhere to be found. In the Gym, it is revealed that Jim is blackmailing Odd by making him do the dance in Paco the King of Disco or else he would change Odds composition of classes (the threat that Odd did against Jim in Straight to Heart). Yumi is in her room watching Paco the King of Disco when Jeremie alerts her about Aelita and William. At the factory, William sets up a Self Virtualization program which virtualizes both himself and Aelita into the Arena of Carthage. William now reveals to have a new Lyoko outfit (black and red body suit with a white eye of XANA imprinted on the chest and a faint white eye of XANA mark on his forehead.) Aelita remains unconscious and William fires a jet of black smoke which caused Aelita to begin to hover, William then guides her out of the Arena towards the Core Zone. Ulrich and Jeremie then arrive in the lab, Jeremie quickly see's what has happened and tries to contact Odd while Ulrich heads for the scanners. Ulrich is then virtualized into the Arena and Jeremie reveals that the countdown security system has been removed. In the Core Zone, William is slowly guiding Aelita through the chambers, Aelita then regains consciousness and breaks out of Williams smoke bonds before fleeing into a passageway. Before William can pursue her, Ulrich appears and attempts to attack William who uses a new technique called Super Smoke to become a black cloud that races away in the direction Aelita fled to, Ulrich is then ambushed by two creepers. Aelita is somewhere in the Core Zone when Jeremie contacts her, Jeremie alerts her that William is chasing her, it is shown that William is following in the super smoke form. In the gym, Odd was complaining about the amount of dancing he had done when a group of students enter the Gym and begin to ask Jim for autographs, Odd uses this temporary distraction to escape from the Gym and head for the factory. In Carthage, Aelita comes to a dead end and William reverts back to his human form and uses the same black smoke to knock Aelita out again and then guide her quickly out of the Core Zone into the Celestial Dome. Jeremie alerts Ulrich who is still trying to destroy the creepers, Yumi then enters the battle and they manage to destroy the creepers and make their way out of the Core Zone. Odd then reaches the factory and runs to the scanners. William takes the unconscious Aelita to the Celestial Dome and attaches her to a Black Flying Manta just as Ulrich and Yumi enter the elevator. Jeremie deciphers that William is trying to leave Carthage and throw Aelita into the digital sea. Ulrich and Yumi peruse William on the Overwing and Overbike. William's Manta sends out mines which devirtualised Ulrich, William and Yumi then fly out of an open tunnel just as Odd reaches the Celestial dome. The outside of Carthage now resembled a craggy grey ball surrounded with a white eere and containing cracked holes where the tunnels exit to the sectors. Yumi and William fly out of a tunnel to the space where the desert sector once stood, Yumi attempts to get Aelita, but William throws his sword at her causing her to fall off the Overwing. As Yumi falls towards the digital sea, Odd manages to devirtualise her before she hits it, he then fires at William's Manta who throws Aelita off towards the sea. Odd manages to catch her and head back towards Carthage, William turns his Manta around to follow them when Odd fires an arrow which destroys the Manta. William uses his sword to levitate before recognizing defeat and diving into the digital sea. Back in the lab, Jeremie concludes that William had gone to rejoin his new master XANA. Back at the school they also believe that the digital sea was XANA's new form of attack, they then watch a performance of Paco the King of Disco done by Jim himself, with the audience of students cheering, thus ending the episode.
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