Author: Midnight

E-mail: zeetto@yahoo.com

Title: Memento mori

Rating: PG-13 (That's as far as the rating is going to go. It isn't there…yet.)

Disclaimer: I do not own any of the characters, etc. in the Matrix universe. All material relating to the Matrix is owned by the Watchowski brothers and WB. I do not claim to own anything, so don't sue me!

Summary: Agent Smith has been upgraded by an unknown program. Now there are two Smiths, one (along with his clones) who seems intent on finishing off Neo, and the other one who seems intent on finding out just who upgraded him. If that isn't mysterious enough, a prophecy regarding the third version of Smith has begun to circulate…stating that he will bring about the end of the world…both in the Matrix and out of it.

Prologue: And Here it Begins…

As large droplets of water descended from the sky, it was no surprise that flashes of lightning accompanied it. No one knew exactly how the weather assimilator of the Matrix decided what the weather should be like, nor could they ever account for why storms always seemed to be more traumatic in the center of the core network.

The pounding rain did nothing to help the already run-down looking building that stood on the corner of some non-descript street in downtown metropolis. The building appeared abandoned, shards of broken glass lay on the ground as old pieces of rotten wood that had once been nailed over the open frames lay amongst the pieces.

In the lower level of the building however, a small 100-watt light bulb was all that illuminated the basement. Even then, the constant flickering of the light did not help to make things visible, but rather created a variety of shadows, which danced and twirled around the walls, giving room for the imagination to expand on them.

A lone desk stood out in the middle of the empty basement; old and worn, it was held even by several pieces of cardboard that seemed to be supporting two of the wooden legs. The old man sitting feebly in the chair behind it did little to make the surroundings less 'ancient'.

There was nothing on the desk…no pens, no pencils, no paper… All the old man appeared to be doing was staring down at the desk, as if there was something there that would vanish if he moved his gaze.

"I know why you're here…" the elderly man said without looking up. His voice seemed old and weary…but there was a hint of wisdom and cunning behind it. It gave off the impression that if he'd been forty years younger, he'd been a very sharp individual.

"Good for you" an even tone answered in reply. The individual had made no sound coming down the stairs, and yet the man didn't seem surprised at all. Now there were two individuals in the room…one with the patience and elderly calm that came with age, and the other with the impatience and anxiousness that came with youth.

"No one comes here. There is no need for a Program Keeper anymore. I have been replaced…"the man replied somberly, as if having been neglected for a long period of time. And in a way, that was exactly what had happened.

"You're coming to work for me."

"You do not have the authority to make such a decision."

"Don't you worry about that. Right now all you need to worry about is helping me."

Suddenly looking up, a flash of knowledge beyond all comprehension presented itself in the elder man's eyes. "There is no reason for his upgrade."

"I believe there is."

With a defeated sigh, his eyes lost their keenness as he looked back down at his desk.

"What is the subject's number?" It seemed as though he was asking out of formality, already knowing the answer to the question.

The smooth sound of pages being turned filled the area around them, accompanying the faint sounds of random raindrops that had begun to find their way through the cracks in the ceiling.

A small notebook slid across the desk towards the man…if he could be called a man. Two lines were all that was visible on the page as he took a look:

Sentient Program Smith

# E51690 – 11158

Not bothering to retrieve the notepad, the young individual turned and walked back towards the exit, not stopping as the old man spoke. "How long do you think it will be before you are considered to no longer be an asset to the System? You are human."

Standing still in front of the door, the human looked back at the exiled program…and smirked.

"Sometimes being human is the ultimate asset..."