******************************************************************************************************************************* The Matrix and all related ideas, characters, etc. are a copyright of Warner Bros. Entertainment and the Wachowski Brothers.

This fanfic is written purely for entertainment--I'm not trying to steal any ideas here! ******************************************************************************************************************************* Tired of Running

By Virtex

(Note: This occurs before the events of The Matrix movie)

They were the youngest crew in the real world. Infinite was 25. He was pure human and piloted the ship. Second in command was Scythe, at age 22. He had an extrememly short fuse, but a knack for weapons. Capricorn was only 16. He was the one who usually introduced new members. Autumn was also 16 and helped Capricorn introduce newbies. Fastfingers was the computer geek of the group at 29, being the oldest. Renegade was the youngest--only 14--and broke new members into the Jump program and others using his large imagination.

Capricorn ran as fast as he could through the alleys, glancing back only to see the advancing agent. He heard the loud gunshot of the Agent's .44 Desert Eagle. A bullet whizzed inches by his head and hit the fireescape ahead with a metallic clang and a small spark.

Capricorn grabbed the ladder and swung around on to it. He climbed up, feeling he wasn't going fast enough to escape the seemingly invincible agent. Another gunshot, another bullet zipping by. He hopped onto the platform and went through an open window.

A phone was ringing near by. Where was it?

Panic was beginning to come over him as he searched through the dark apartment looking for the ringing phone.

Autumn and Renegade were onboard the RogueKnight in the real world watching the computer screens.

" C'mon Cap! He's right behind you!" Autumn cried.

Capricorn heard the klink, klink noise of shoes hitting the metal ladder.

He finally found the phone under a pile of clothes in the bedroom. Why had they decided to use a phone in an apartment belonging to a slob?

He picked it up, started to bring the reciever to his ear when he saw the Agent fire his Desert Eagle from five feet away.

" Oh fu--"

Capricorn woke into the real world and felt blood trickling into his eyes.

" Capricorn!" Autumn rushed over to him, using a raggy cloth to wipe his forehead. " You're lucky you didn't pick up the phone half a second later or that bullet would've been embedded in your brain. It only broke the skin."

" Close one." Renegade said.

" Yeah, maybe if you would've got out of there when I told you to" Scythe snarled, " you wouldn't have a close one."

Capricorn only shot Scythe a dirty look and got up.

" Thanks." He said curtly to Autumn.

" What you did was reckless!" Scythe continued.

" Hey--I was just trying to recruit a new member. His name's Neo. He might actually be The One."

" You believe in that BS?! There is no 'One'!"

" He fits the desciption in The Prophecy!" Capricorn argued.

" He hasn't done anything to prove it! Hell, he doesn't even know what The Matrix is!"

" Maybe if you gave me a chance to pull him out--"

" I gave you a chance to pull him out and you lost it!!"

The two men glared at each other for a long moment. Capricorn finally turned and stormed off to his cabin, slamming the door hard.

Autumn looked to Renegade, sighed. " I'll go talk to him." She said reluctantly.

Scythe walked steamily back to the cockpit. Renegade went over to Fastfingers to see how things were going in The Matrix.

Autumn knocked softly on Capricorn's door. There was no answer.

Something crashed inside the cabin. Autumn knew Capricorn was having a tantrum inside. Arguments between him and Scythe happened regularly, but this was one of the worst.

There was a resounding clang! as Capricorn punched his wall.

Autumn opened the door. A rusty lamp was laying on the floor, the bulb shattered by the book of The Prophecy that he had thrown. A small dent was in the wall above the bed. Capricorn was sitting on his bed, looking at the ground, clenching his fists.

She sat down on the bed next to him.

" Why do I even try anymore? No one on this ship believes in The Prophecy. There is no 'One', just like Scythe said." Capricorn said, still not looking up.

" I do." Autumn replied, putting her hand gently on his shoulder. " I have to, its humanity's last shred of hope, our last chance to defeat the machines. I don't want you to give up hope."

Capricorn looked up, his deep wells of brown eyes staring into hers. " Really?"

" Yeah." She replied, smiling.

" There's still time to get Neo out of the Matrix. If he's The One....I mean....that would just be great." He seemed to be lost in deep thought.

" Have you talked to him?"

" No, but I know everything about him. I was trying to contact him through my laptop in my apartment when I found out the line was traced."

" We'll see what we can do tomorrow. Just get some sleep and try not to worry about Scythe, okay?"

Capricorn nodded. He lay down on his bed, thinking about what The Oracle told him: " Your bravery and determination will inspire others..."

Then he remembered what she had added and a shiver ran up his back. "...even after death." ******************************************************************************************************************************* Agent Smith stood angrily in the apartment. He had been so close that time. The bullet was on the floor, about an inch from the phone. The other Agents were back in the apartment of this rebel, probably destroying his computer and the equipment used to bring people out of The Matrix. The next time he saw that one, it would be the last. ******************************************************************************************************************************* Capricorn jumped awake, startled by a nightmare that he didn't remember. He was used to it, having nightmares, but this one seemed so real, so shocking. That was all he could recall of it.

The others had already gathered in the "Mess Hall". A bowl of whatever Infinite cooked was sitting in his place. He spooned some into his mouth, feeling the salty, liquidy gunk slide down his throat slowly.

" I'm going in today. Neo's coming out soon. I know it." Capricorn said.

" You still wanna pull that guy out?" Scythe asked harshly.

" You're coming with him, all of you. This Neo really has a chance." Infinite ordered. Capricorn knew Autumn had talked to the captain the night before, or else Infinite never would've said that.

The rest of the morning they worked around the ship, preparing certain things for Neo's arrival and revitalization. Capricorn found himself lost in thought many times, dreaming about the day the Matrix would be destroyed.

Afternoon came quickly. First they all went into the loading program to get their weapons. You always had to be prepared when going in.

Capricorn, Autumn, Renegade, and Scythe strolled around the aisles and aisles of availabe weapons, choosing one or two small, concealable guns each.

Capricorn took two 9mm H&K VP70s. Autumn chose a .357 Detective "Snub Nose" revolver. Renegade took a 9mm Beretta 92FS compact, and Scythe grabbed a H&K .45 Mark 23.

They were uploaded to The Matrix in a rental storage area on the outskirts of the city. A single telephone sat in the middle of the storage area next to their '69 Mustang Fastback.

One thing Autumn had found funny about Capricorn was that in the real world his hair was dark brown, while in the Matrix his hair was dirty blonde.

The four climbed into the car and headed for Capricorn's apartment where the equipment was located.

As soon as the car pulled up, Capricorn had a bad feeling. He insitinctively patted his shoulder holster, covered up by a black button-up shirt over his wife beater.

They hid their Mustang in the back and used the fireescape into his apartment.

" Oh shit!" Were the first words out of Capricorn's mouth.

" God damn it!!" Scythe cursed.

The entire apartment was trashed. The computer equipment was all destroyed beyond recognition.

Capricorn knelt down, grabbing a piece of his computer and crumbling it up in his hands.

" See, look what you did! Those Agents found our hideaway because of you!" Scythe exclaimed.

Capricorn couldn't take it anymore. That son of a bitch Scythe had gone too far. He stood slowly, fists tightening.

" IF you hadn't tried to free this 'One', we wouldn't've lost thousands of dollars worth of hardware!"

Capricorn tackled Scythe. The two rolled around on the ground punching each other. Scythe managed to throw the teenager off of him. He jumped to his feet and kicked Capricorn in the side.

Neither of them could hear Autumn or Renegade's shouts to stop fighting.

Capricorn snatched Scythe's leg and threw him down. He stood, drawing a VP70 at the same time Scythe whipped out his .45.

The two were standing, pistols pointing at eachother's heads. Capricorn's lip was torn open, blood dripping out of it and down his chin. Some blood also began to leak out of his nose. Scythe's nose was slightly bent and bled like crazy.

The door knob turned.

" Go ahead, pull the trigger." Scythe said darkly.

Capricorn only glared.

The door opened.

" C'mon. Too scared?"

A dress shoe stepped in first.

" You don't wanna play this game." Capricorn responded.

A full body came into view, average height, dressed in a plain black suit and sunglasses.

Autumn screamed.

The unmistakable .44 Desert Eagle rose up and took aim.

Capricorn and Scythe both turned their heads.

" No!" was all that Capricorn shouted. He acted too late.

One single shot, magnified in the small room.

Capricorn and Scythe set their sights on the Agent.

Renegade lurched as the bullet penetrated his skin and shattered the ribs around it. The bullet went straight through his heart and came out of his back, brushing Autumn's thigh and tearing a good sized chunk out of it.

They both dropped to the ground, Autumn crying out in pain.

Capricorn removed his other VP70 and opened fire with both. Calmly Agent Smith dodged every single of the thirty-six rounds he shot at him and the other fifteen Scythe emptied out of his.

" Screw it! Run!" Scythe shouted.

Capricorn ran for Autumn, coming a little too close to the Agent. One look at Renegade told him the poor boy was dead. He scooped Autumn up in his arms, already feeling the warmth of blood running onto his arms.

Scythe had already disappeared out of the window. Capricorn ran out, saw Scythe already had the car started. The Agent was coming and fast.

Without thinking he jumped off of the three story fire escape.

He landed hard on the balls of his feet. Scythe flew the Mustang door open. Capricorn laid Autumn down in the back seat and slid over the hood of the car to the passenger's side where he got in.

The Agent landed unhurt behind the Mustang.

" Go!"

Scythe floored it. Capricorn looked down at his arms, covered in Autumn's blood.

The Agent could run fast. He suddenly returned to some old lady.

" Shit. He's changed form. That probably means he's got a car." Capricorn said.

A black van exploded through a crowd of people, chasing after the Mustang.

Capricorn picked up his cell phone.

" Fingers--we're on the move. We need a phone now! Renegade's already gone and Autumn's injured."

" Closest one is on 3rd."

" Gotcha."

" Head for third!"

The black van revved up and bumped the Mustang.

Capricorn reaced into Autumn's jacket and pulled out her .357. He leaned out the window and began firing.

The bullets hit the van's windshield but didn't break the Agent's course.

Capricorn wasted a whole chamber on the Agent. He tossed the gun away.

The Mustang swung around a corner, the tires screeching.

" How long is it to 3rd?"

" Idunno. Five, ten minutes maybe." Scythe replied.

Capricorn looked back on Autumn. She was losing blood fast. He took off his button-up shirt and tied it around her thigh.

Suddenly, the van stopped. Another car came flying from a different street, slamming into the driver door. The Mustang scraped along a building, thrown off by the impact. A shower of sparks flew up along the passenger side.

" Duck!" Scythe cried as the Agent in the car next to them rolled down his window and raised his gun.

Bullets littered the inside of the car.

Scythe swerved into the Agent car unexpectedly, giving them a few second break. He took that time to hit the gas towards 3rd.

The Agent changed form, becoming many drivers in cars along the crowded street.

" We're almost there!" Scythe could see the phone booth.

He jammed the brakes and the two climbed out, Capricorn once again carrying Autumn.

" You first." He said to her.

Autumn picked up the phone and disappeared.

Scythe went next. The last thing Capricorn saw before he entered the real world was a Sedan heading straight for the booth.

Scythe, Infinite, and Fastfingers were already attending Autumn and Renegade. Capricorn disconnected and ran to Renegade. Fastfingers was standing next to the body.

A dark blotch was right in the middle of the boy's shirt. There was no way he could have survived the shot : the bullet had hit him in the heart. Fastfingers pulled a sheet over the corpse.

Capricorn rushed over to Autumn and helped Infinite lift her off the chair and onto her bed. Scythe found some rags to tie around her leg.

The .44 round had torn a large piece out of the back of her thigh.

Autumn cried out in pain as Scythe squeezed the rags tight. " We have to keep pressure on it to stop the bleeding."

" Ow..." Said Capricorn.

" What?" Infinite asked.

" She's about to break every bone in my hand!"

Infinite looked down at the bed side and saw that Autumn had snatched Capricorn's hand and was clenching it as hard as she could to somehow ease the pain.

" We have to figure out how to stop the bleeding and close that wound up." Fastfingers declared frantically.

" Isn't there some program we have for uploading medical information into the brain?" Capricorn asked.

" Yeah, I think so. That's probably the only chance we have."

Capricorn managed to pry his hand free and he raced with Fingers to one of the chairs.

Fastfingers dug into the boxes and boxes of disks they had for teaching new members. He finally found one on medical treatment for wounds sustained in combat. He shoved the disk into the drive and typed a few things in.

Capricorn's eyes flickered for a moment. " Okay, I think I know what to do." ******************************************************************************************************************************* Agent Smith cracked his knuckles simply by making a fist. He had finally killed one of their group, the youngest one, and he knew that would cause for vengeance. He knew they would be back. When they came back this time he would surely kill all of them. Smith would enjoy watching these ones die. Two policemen were placed at every telephone booth, armed heavily and dressed in breach armor. This time there would be no escape. ******************************************************************************************************************************* Sewing up the back of Autumn's leg had taken too long and she had lost a dangerous amount of blood. Infinite fed her the crap they had everyday for breakfast to build up fluids and regenerate her strength. Her leg hurt like hell, to the point where she was almost in tears. A minor amount of morphine was injected into her, but it didn't help any.

Capricorn was sitting in his room, head in hands. Renegade had died because of him, because of him arguing with Scythe over freeing this damned 'One'. Why did he even try? He had to pull his head out of the clouds and realize that there was no 'One' and that they had to free the human race by themselves. The Prophecy was just a bunch of BS that someone had written to give humans a false sense of hope.

Poor Renegade was the most cheerful of the group. Now he would never hear his jokes or his innocent laugh again becuase he had been fighting with Scythe and hadn't even bothered to watch for Agents.

Filled with sudden frustration at himself, he leaned back against his dented wall and bumped his head hard against it several times. He had to make up for his mistake. Neo couldn't be freed now, at least by them. There had to be some way to get revenge, to clear himself of his guilt.

The parts to pull people out of the Matrix were about the only things you couldn't get out of a loading program. He would start by getting those the the next day from a friend of his that had some good connections. That wouldn't do it, though. He had to do something major.

Morning came, leaving Capricorn more guilty as his conscious had eaten away at his soul over the night. Autumn managed to limp to the table. He smiled, a fake smile, to make her feel a little better and so she wouldn't worry about him.

" How's your leg?"

" Still hurts. I want to thank you for saving me yesterday. That was really--"

" I couldn't let another person die for my mistakes." He broke in.

" Capricorn, Scythe, I'm relieving you both from your duties for what you did." Infinite said.

" Wait. I want to fix our equipment back in the Matrix. Let me go in so I can buy more parts." Capricorn said.

Infinite thought for a moment. " Fine. Scythe, stay behind." Scythe usually went on missions as commander.

" I'm going." Autumn declared.

" But you're injured."

" Let me go, sir. I want to see how many rules I can bend in the Matrix."

" You'd just slow Capricorn down and draw attention."

" Its dangerous going into The Matrix alone and you can't send Scythe in with him. And Fastfingers has to man the computer back here."

" Alright. You better not slow him down."

" I won't."

After breakfast, towards midafternoon, the two went into the loading program to choose weapons.

Again, Capricorn took two pistols, this time they were two Silver Colt M1911 .45s. Autumn took a Browning High Power pistol.

They uploaded into The Matrix about a block away from the bank in an empty apartment, often used as their backup if the first one was ever found, which it was.

Autumn tried her best to walk normal. They dissolved into the crowds and headed for the bank to withdraw some money. Capricorn's friend, who also had a name from the horoscopes, usually gave them a discount.

Capricorn was forced to go into the bank to draw enough money out of his account for the parts. All of the money was drawn from an account with an unlimited amount of funds from the loading program.

The friend worked at the city's largest bookstore. Unknown to the Agents, the bookstore also had the largest amount of people freed from The Matrix in it. Every single worker was free. Not all of them were as talented as other people who had learned to bend or break the laws of The Matrix, though.

Capricorn and Autumn entered the bookstore trying to look casual. They went up the escalator and towards the cafe in the corner of the building. Capricorn spotted his friend behind the counter. He got close enough so that none of the customers could hear what he was saying.

" Taurus, remember me?"

" How could I ever forget, Cap?" Taurus asked.

The two shook hands and Taurus nodded his hello to Autumn. " I heard what happened yesterday."

Capricorn dropped his look to the ground shamefully. " Yeah, well, I came here to get parts for our 'Freedom Machine'. It was pretty much destroyed by the Agents."

" You've come to the right place. Here, come with me to the back. We should be able to get you a truck, too, so you won't look mysterious walking out of here with a bunch of crates. " Taurus said, glancing around nervously. " Security's been kinda tight around here lately. There's a rumor that the Agents may be on to us. They're finding places like this all around the city. Ten people have been killed or captured in the last two days. We're not sure how they're doing it."

Taurus, Autumn, and Capricorn walked to the top stairs when Taurus suddenly haulted. " Shit!"

" What?" Autumn asked.

" Agents. They did find out! Shhhiiit!"

The three Agents were standing at the front of the giant bookstore, scanning for familiar faces.

Agent Smith recognized quite a few rebels. So the rumors about this place were true. Their informant wasn't lying after all; too bad he was dead now.

He immediately noted Capricorn and Autumn. He told his comrades to spread out and kill any and all rebels they encountered, not worrying about the civilians. Poor bystandards, they blamed everything they did on the government when they, The Agents, didn't even work for the government.

Smith trudged leisurely towards the stairs.

" Damn it! Run!" Taurus cried.

The three turned and ran into the maze of bookshelves behind them.

Smith radioed one of the other Agents and told him to contact a SWAT team if necessary to hold off the rebels. He saw his targets disappear and he drew his weapon, now speeding up the stairs.

He reached the top and saw a black boot turning the of a bookshelf. He raised his weapon, firing off several rounds into the maze. The screams of unsuspecting people began and many civilians ducked.

Autumn limped along last of the three. She heard gunfire and felt a bullet zip by her head, hitting a book. She had no clue as to where Taurus was taking them. Three more bullets zoomed by in front of her, inches behind Capricorn's back. Soon, bullets were seemingly flying everywhere from the barrage the Agent was giving them.

Shards of paper flooded into the aisles, torn out from books by the large bullets. It was like a war in the Arctic, where instead of snow flying all around there was paper.

Agent Smith advanced into the maze at breakneck speed.

" Taurus, where are we going?" Capricorn asked.

" In the opposite corner of the store there's a stairwell reserved for staff and emergencies."

Capricorn glanced back to see how Autumn was doing. She winced with every step, which made him only more guilty. He wished there was someway he could help her, but she would only tell him off, saying she could make it by herself.

The bookshelf three feet from the back of the group seemed to explode, showering the aisle with broken books. Autumn stumbled. Capricorn turned back and pulled her up, catching a glimpse of the Agent whose weapon was raised. He felt something whoosh over his head.

He stood and saw Taurus's body falling towards the ground, the backside of the skull a bloody mess. Autumn ran by, pausing for a split second to look at the body. Capricorn did not run. He felt his anger boiling inside him. This damned Agent had killed too many of his friends and innocent people.

Capricorn reached into his shoulder holster and pulled out one of the .45s. He stuck the gun to the Agent's head, and almost smiled at the look the Agent had on his face.

He pulled the trigger.

Without hesitation he ran after Autumn, not even seeing the Agent's body fly backward and land on the ground in a heap.

From a location outside the store, Agent Smith, after taking over another person, ordered a SWAT team be sent. He rushed back inside and went to the upper level.

Capricorn managed to catch up with Autumn.

" I'm sorry about Taurus." was the first thing she said.

Capricorn felt a wave of uneasiness go over him at the fact that Taurus was gone. He didn't have time to think about it now.

" We have to find that door!" He exclaimed, knowing the Agent would be back in--

Several shots rang off and more paper flew into the air. It was too late. Smith was already here. And he was close.

Capricorn looked down one of the aisles. There he was, that same Agent, marching towards them, except now he had a bigger gun--an M16A2 assault rifle. They would never stand a chance.

Capricorn grabbed Autumn's arm and yanked her with him as he ran further into the maze. A barrage of automatic fire came at them, spraying them with more paper. There was so much debris in the air that you couldn't see more than ten feet in front of you.

Downstairs, the front doors burst open and an eight man SWAT team ran in, all of them armed heavily. Four headed upstairs.

Smith temporarily stopped to give them their orders, no matter how useless they would be. The SWAT members would only serve as a diversion until he could get close enough to kill.

" Find them, but don't kill them. I want them alive." If somehow they managed to get a good shot off at the rebels, he wanted to finish the two off.

All at once, from four different directions, bullets came at Autumn and Capricorn. They knew that the SWAT team was here.

" We have to kill the policemen before they slow us down too much." Autumn stated. Police, even the most highly trained, were easy to kill and were always just cannon fodder to slow them down.

They came into a more open reading area. The debris was thinner. Two chairs, a couch, and a table sat in the middle of the area.

" We'll make a stand here, behind that couch." Capricorn said.

" But what about that Agent?"

" I got him once, didn't I?"

They took cover and Capricorn fired one shot off into the air to let the police know where they were. In a few seconds, one man came running around the corner of a shelf, firing.

The two ducked and let the shots fly by overhead and into the couch. Eventually, there was a click, click. The SWAT member was out of ammo.

Capricorn jumped up, unloading four rounds from each pistol into the man's torso. At the same time, Autumn saw a man coming from the other end of the reading area. She shot him once in the forehead with her Browning HP.

" Two down."

They both saw the third one and ducked again. Now, material from the inside of the couch began to flood the air.

Capricorn stole a view of the fourth man leaning around the edge on the bookshelf opposite the third was at. He took a deep breathm preparing for the feat he was about to attempt. He ran as fast as he could up the wall, jumping off near the top and landing atop the nearest bookshelf. He slid along the edge of it, now seemingly moving in slow motion for the computer system was trying to catch up with him. When he came to the end he leapt off, spinning around and around almost like an iceskater. 360 degrees of turning, 720, 1080. He landed perfectly, facing Autumn at the couch, with both pistols aimed directly at either man's forehead. He pulled the trigger on each pistol simultaneously, the SWAT members flying backwards simultaneously in what appeared to be slow motion.

By the time the bodies hit the ground, Autumn and Capricorn had fled for the stairwell.

Autumn tried as hard as she could to ignore the overwhelming pain in her leg. Luckily, Capricorn was half dragging her by the wrist or else she would've been long gone.

" There it is!" Capricorn shouted at the sight of the red door, labelled, " STAFF OR EMERGENCIES ONLY"

He took one last look backward to see where the Agent was and didn't see anyone.

He kicked the door open and let Autumn pass him by so that she wouldn't be lagging. They ran down the stairs as fast as their feet would allow them, but that still wasn't fast enough. The Agent crashed through the cement wall of the stairwell just as they reached the bottom and opened the door to the outside.

They burst into the bright sunlight of the parking lot on the backside of the store. This is where trucks came and loaded up stock into the wherehouse. Trailers were hitched up to the large loading bays, which were open. Other than that, the rest was an unused parking lot that came right up to the backyards of apartments and other buildings. Their best chance was to run across the parking lot and into the backyards.

Autumn pointed and said, " That way."

She began to run and noticed that Capricorn had stayed behind.

" What are you doing? You're not gonna fight that guy, are you?! You'll be killed!" Autumn cried, pulling on his arm.

" Its my destiny." He said. Something had changed inside him. Something had made him want to fight and stop running. He was tired of running.

" What do you mean?"

" That machine killed two of my friends and God knows how many more humans trying to keep us from being free. I don't really care if I die, becuase I'll die knowing that somehow, somewhere, my willingness will inspire otheres to do the same. It will start a new, better fight!"

" Cap, please. You've seen what those things can stand up to. There's no way you can kill one. You'll die! I don't want you to die!"

" The Oracle told me that my courage and bravery will inspire others even after death. I see what she means now. If I stand up to him, I will inspire others to stand up to him, too."

" Not if you die! Now c'mon!" Autumn tugged and pulled on his arm. She started to feel tears welling in her eyes.

" I'm sorry. I'm not going to. Go Autumn."

" No!"

" Just go!"

She let go and walked away, hoping it wouldn't be the last time she saw him.

The Agent appeared out of the doorway, smiling.

" So, you're finally ready to surrender."

" No way, you bastard! I'm here to fight."

Smith kept his smirk and cocked his neck, every bone cracking.

" I hoped you'd say that." The Agent said. " You know why? Because I'm going to enjoy watching you die."

Capricorn removed his pistols without warning and opened fire. The only shot that hit the Agent knocked the Desert Eagle out of his hand.

The .45s went dry. He dropped them, still not loosing his cool. He knew that it would come down to this.

Smith had not lost the smile on his face.

"I'm gonna wipe that smile right off your face." Capricorn said angrily.

" I'd like to see you try."

Capricorn ran straight at Smith, screaming, as if to summon some power within. At the last second, the Agent jutted his foot out.

Capricorn felt his ribs break. He heard them crack, felt his insides rupture from the kick. Something warm came up from his throat and choked him. He coughed, large droplets of red flying out of his mouth.

Smith watched, in something that resembled joy, as the rebel was thrown back twenty feet like a rag doll.

Capricorn stood shakily and glared. Agent Smith ran for him, intending to do a clothes line that would knock his head off. The rebel rolled out of the way, sticking his foot out and tripping him.

The Agent landed face first on the ground.

Capricorn laughed weakly.

Smith stood, the smile gone.

" I told you I'd knock that smile off your face."

Back in the RogueKnight, Scythe stared at the screen. " He's actually fighting an Agent.That's crazy. He's gonna die."

" Idunno, Scythe. It looks like he's lasting longer than most people." Fastfingers argued.

Capricorn blocked The Agent's hard punches. His hands and forearms hurt after blocking each punch. He waited for there to be a pause.

The pause came, yet it was only a split second. He smashed his knee into the groin of Smith.

The evil smile returned. It hadn't even affected the Agent.

With one swift punch Capricorn was tossed through one of the metal trailers.

The Agent walked around the trailer calmly. Capricorn was laying on the cement, his face contorted in pain.

Smith jumped, preparing to embed his elbow into the rebel's gut. Capricorn dodged it and kicked him in the face. Bad idea.

Smith grabbed Capricorn by the collar and slammed him against one of the trailers, again and again. He punched him in the face so fast that his arms looked like twenty at once, all moving before the computer system could catch up. Blood sprayed out of his mouth with each punch.

Capricorn brought his foot up quickly under the Agent's chin, powerful enough to knock him back a few feet.

Capricorn had lost a lot of his strength. He sunk down to the ground, leaving a small smear on the trailer from the cuts he had in his back caused by the sharp metal of the trailer he'd went through.

Smith smirked. He walked towards the rebel, moving in for the kill.

Capricorn crawled under the trailer on his hands and knees. Smith jumped over it to the other side. He looked up at the Agent and crawled back.

Smith jumped over again. " There's no way you can win."

Capricorn crawled out on the other side, half a second before the Agent would've landed on him. Capricorn figured there was only one chance he had in defeating Smith: the .44 Desert Eagle two trailers away.

Smith began his stroll. Capricorn broke into a slow sprint, with all the energy he had left.

The Agent saw him turn around the second trailer. He was heading for the gun.

Smith jumped over both trailers, landing right in front of Capricorn and the Desert Eagle. He knocked the rebel to the ground. Capricorn desperately dragged himself for the gun. The Agent kicked him in the side. Capricorn fell over on his back.

Smith picked up the Desert Eagle. Capricorn jumped to his feet in a last ditch effort to stop him. He pulled his fist back, ready to punch, and leaned into the attack with all of his last shreds of energy.

His fist never reached the Agent's face. Smith pulled the trigger once, the bullet hitting him in the stomach, the worst possible place to shoot someone.

Smith took one step backward, letting Capricorn fall forward, cracking his chin on the cement. A pool of dark blood formed under the teenager.

Smith had seen enough. He turned on his heel and walked away, leaving Capricorn to die.

Autumn rushed out to Capricorn, tears flowing openly down her cheeks. She had been observing the whole time and didn't act becuase she knew that if she did, she would be killed.

She rolled Capricorn over on his back, cradling his head. His slowly fading gaze fell on her eyes, glossy with tears that dripped onto his face.

" You were right." He said weakly. " I am going to die. I...I hope...that the Oracle....was right." He coughed, a weak, gurgling cough and spit up blood. Red was flowing out of his mouth and stomach all over her, but she didn't care.

" Don't talk." Was all she could say. She was too choked up to say anything more.

" Please, free The One. Find someone that believes in him. He will stand up to The Agents."

" Cap, why didn't you listen? Why?" She asked.

His body became limp in her arms. His eyes stopped roaming over hers, and were still. He was dead.

Autumn hugged his body for a long time and eventually closed his eyes. From then on, she would do everything she could to stop The Agents and free the human race. That was the least she could do for him.

The End