AN: This takes place durring the 2nd movie. Hope you all enjoy and please please please review.

CHAPRTER 1

"I thought you were dead." Ellipsys said evenly as she watched the stoic agent walk across the smooth, white carpeted floor of her apartment. The agent remained silent, took off his sunglasses and placed them into his jacket pocket. Ellipsys watched him as he surveyed her living room. Once he was satisfied with his inspection he turned to look at her once more. His eyes were trained on hers as she stood mechanically still in the middle of the spacious room. After a moment of staring at each other Ellipsys spoke, "Agent Brown and Jones sent in a report that Mr. Anderson had killed you."

The man gazed over her shoulder, his attention caught by something else. Ellipsys turned her head to see what he was staring at and found herself looking out the floor-to-ceiling windows of her apartment that had a beautiful view over the city. The agent walked past her and stopped two feet away from the window.

"Mr. Anderson wiped me from the Mainframe. I am free."

"Free?" It was only after Ellipsys said this that she noticed his earpiece was gone. "You've been released from the Matrix."

The other agent smirked picking up the hint of surprise in her voice. It was rare that he was able to catch her off guard. His small grin didn't go unnoticed by Ellipsys and she mentally scorned herself for boosting his ego.

"Look at me Agent," he ordered physically turning her to face him straight on.

Ellipsys met the other agent's gaze, her previous frustrations gone now that he was braking into her personal space; a human method for intimidation. Slightly strange, she noted, considering she was a machine.

The other agent saw her unfazed expression and felt his insides start to burn in anger at her mechanical reactions. He gave her a rough shake and tightened his vice-like grip on her shoulders,

"Look at me Agent!" He barked. Ellipsys craned her head forward to prove that she was indeed looking at him. She had caught a gleam in his eye that she had never seen before in any agent. It was an expression that she could classify in human terms as insane. Noting his instability she calmly answered,

"I am looking at you."

He breathed in raggedly as he stared at her. Every muscle in Ellipsys's body stiffened as prepared to defend herself against him if his system snapped.

"I have been freed from this disgusting, virus infected hell. I am left to my own devices now, my own desires."

"Please clarify," Ellipsys said stoically, trying to mask her knowledge of his evident insanity.

"I can do what I want without the limitations of the Matrix repressing me. There is nothing to stop me from doing whatever I desire. I have complete control now."

Ellipsys tried to relax her tense body. It should have been nothing, but from what he was saying to her, from hearing the intensity in his voice and seeing the gleam in his eyes she knew things had changed. He was indeed more powerful than she was and he wanted her to know it. The agent was reveling in his triumph over her and her fellow agents. He wanted her to know that he was the one calling the shots now, that she was no longer his equal. Ellipsys knew he never lied, he wasn't capable of it, and that put her on edge more than anything.

He suddenly let go of her. After a long string of silence he started walking towards the exit. The agent pulled open the door and turned around, "The Agency and yourself would do good to keep out of my affairs. This is a warning. You will see me again agent."

Ellipsys, maintaining her perfect composure, nodded in understanding, "Undoubtedly. Goodbye then Agent Smith."

Still staring at her the agent slowly pulled out his glasses and put them on. "It's just Smith now."

Ellipsys stared at the door Smith walked out of for a brief moment then strode over and pushed it closed. The clicking of the electronic lock sounded and Ellipsys let out an indiscernible sigh. She then stood completely still for a moment, her eyes began to glaze over,

"Access function; command, access location file 993, process." In her head a voice command answered back 'processing…'. Her black suit began to pixilate as its code began to stream through the matrix, green numbers changing every nano second in front of her eyes, her wrist watch jumped back a second and then automatically flickered back into place. In this brief moment of déjà vu Ellipsys appeared in a back alley of a restaurant in China Town. Ellipsys blinked and her eyes returned to normal. She adjusted the collar of her white shirt, slipped on her large lens sunglasses and then exited the alley to the main street.