Disclaimer: Count Zero and Angie are property of William Gibson and not me. Though I love them dearly I can never claim them or Smith, Neo, Trinity, and Morpheus. They belong to the Wachowski Brothers and Warner Bros. Entertainment. This is fan fiction based on their works and I can never make any money off of it.

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"Excuse me, but I'm looking for."

The bouncer looked up from his copy of Swank and took in the speaker's appearance. Pushing his blue-tinted John Lennon glasses down his nose until he looked like some bizarre, steroidal cyberpunk version of Santa Claus, white beard and all, he studied the man who had walked up to him at the door.

"You're Neo. The Count's in the Violet Room, down two doors to your left."

Neo hesitated for a moment, wishing 'The Count' to hell for describing his appearance and arrival to the bouncer. Considering the fact that, to his knowledge, he had never personally met 'The Count', Neo was a little worried about how the hell he'd been described to the bouncer. He thought about asking the bouncer, he thought about how this could all be some bizarre setup, he thought about a lot of things and then decided the best way to find out any answers was to walk in and see who 'The Count' really was.

Nodding, he followed the bouncer's directions and made his way down the hallway. It was early afternoon in the Matrix, a fact which was discreetly downplayed in this odd, high-class club by layers of billowy curtains that were draped over French doors left open to the South Pacific breeze. It wouldn't do to have cranky, hung-over patrons complaining about the light and blindly tripping over the many varieties of potted ferns, palmettos, and blood-red ginger blossoms. Then again, he doubted if the kinds of people that frequented this place actually rose before sunset. He certainly didn't see any of them around right now.

He found the door, appropriately labeled with a sign in gold lettering on a vivid violet background. Listening for a moment, he heard nothing beyond, so he knocked and opened the door.

The sight that greeted him was unexpected, to say the least. The only person he could see in the room was a man draped over a velvet fuchsia- colored couch. Neo sighed, looked around for anyone else who might be in there, and then walked over to the prone form of the man he assumed was 'The Count'.

He was snoring slightly, a squeaky sound produced by his nose being halfway pressed into the couch as it was turned towards the door. He was actually wearing a much-abused white dress shirt, red silk sash, black silk slacks and Italian leather loafers, and as Neo turned him over, it painted a very incongruous picture with the baby-faced and still sleeping young man who wore them.

This was crazy. Who the hell was this kid, who had the fashion sense of a baby vampire, seemingly no street smarts whatsoever, yet who knew enough about the right people who could get a message to the global terrorist Neo?

There must be some kind of mistake.

Neo shook the kid, who mumbled something about 'Angie' before finally opening his eyes. Blinking owlishly, he sat up and regarded Neo.

"Dude," he said. "What time is it?"

"2:33 pm. Listen, I'm looking for Count Zero."

Yawning, the boy stretched and nodded. "Oh yeah hey, that's me. Sorry I was kind of up pretty late. Nice to meet you, Neo."

Neo briefly considered the situation, decided he had come this far, and sighed. "You're the Count?" he asked with fatalistic resignation.

Baby vampire nodded and grinned, holding out his hand to shake. "Yeah, that's what they call me. Though sometimes it gets a little old. Still, I got a reputation now I guess, it'd be kinda lame now to make everybody quit callin me that."

Neo shook his hand reflexively, surprised at the firm, businesslike way the kid did it. No gangland stuff, nothing pretentious. Obviously, there must be something more to him than was visibly obvious. "Why do they call you that? Sounds like an old programming joke..."

"Meaning count zero interrupt, reset all values to zero. Initialization," Bobby finished for him. "Yeah, I just thought it was cool 'cause I always wanted to be a cowboy, you know? Free-lance programmer ha ha. I thought it'd make me sound, um I dunno. Professional or something. Image is kinda everything where I'm from. If you don't have one you're nobody anybody serious takes seriously. But I found out that kinda life just ain't for me, after all. Still, here I am and I don't really mind it. Guess it became my trademark after all that happened."

"What did you need to talk about, Count?" Neo sat down across from him in a pink leather chair.

"Oh, I'm here to ask you to come meet someone. He says you probably won't believe me about it, so I'm supposed to tell you that your real name is Thomas A. Anderson and you used to help your landlady out with the garbage."

Neo sat there blank-faced, staring at the Count. After a moment of thought, the boy spoke again.

"Wait, I'm supposed to tell you it's Agent Smith first. Got the order wrong, ha ha."

But Neo wasn't laughing. He already had his weapon out, and was standing up again, scanning the tastefully tacky room. The Count stared at him, shook his head and continued.

"Hey, hey, it's not what you think. I'm just delivering a message, nobody's gonna jump out of the woodwork ya know. I'm serious; he really wants to talk to you. He's in a lot of trouble and he needs your help."

Neo stared at the boy, shook his head in disbelief. "Agent Smith is dead. And if he's not, I can't imagine him wanting help from me. I'm the one who killed him. What you're saying makes no sense."

Bobby nodded as if he'd expected this. "Yeah I know, but that's what he wants to talk about. He said he was re-designed since you um.infected him, and well.he's not in the Matrix anymore."

"I don't get it. What the hell does that mean; he's not in the Matrix anymore? And do you even know what the Matrix is?"

"Yeah, I know all about it. Virtual construct the machine intelligences designed to keep human minds busy while they feed off the energy their bodies produce. Look, if you just come with me to talk to the guy, I swear it'll all make a lot more sense. I mean shit, if you can handle the reality of the Matrix, I think you can handle what I've got to show you."

"Kid, who *are* you?" Neo asked incredulously.

"Bobby.I mean.it's a loooong story." He leaned towards Neo conspiratorially, totally ignoring the gun, and said "I'm not from around here."

"That I might believe," Neo commented dryly.

"Look, I meant what I said. I know the people he's hanging out with. It's them I'm doing this favor for, but it's not like I work for them either exactly. I'm kind of my own operator. It's hard to explain, but.I'm what you might call a ghost. I shed my meat years ago. So don't worry, I won't take it personal if you feel you have to shoot me. It'll just take longer to explain.

"But at least you won't be shooting some poor coppertop. See, I don't need to inhabit one of their forms here. I made my own and left my body dead behind me. Saved me from some baaad shit man, lemme tell ya."

"Are you insane?"

Bobby/Count Zero laughed. "Probably. Most people are *way* too attached to their meat to ever give it up. Me, I didn't exactly have a whole hell of a lot of choice in the matter either, but I was cool enough to finagle a way out of the whole death trip." He shook his head. "You wouldn't believe what's all out there, Neo, it's worlds inside worlds. Ever read C.S. Lewis? It's like an onion, only one that peels both ways. Inside and out. I can show you.if you let me."

Neo thought about that. Something in the kid's words rang true, when he allowed himself to bridge the gap of utter disbelief and think about it somewhat seriously. He looked at Bobby/Count Zero for a moment, letting the interface program slide away and seeing the code of the matrix in its pure form. What he saw was not anything spectacularly different from anyone else he knew that existed here, except that the code of the matrix seemed to lie over his outward features like an ever-changing, glistening coat of shellac. Underneath was more code, he thought, but not code like the Matrix.

Bobby was definitely something different.

"I can't right now. I have to speak with someone first."

Bobby/Count Zero nodded. "Yeah ok. Just, the guy's only got 'til midnight tonight which."Bobby's eyes went kind of vacant for a moment, as if he was consulting some interior chronometer. "Time's different from here so it'd be like 26 hours."

"What? Why?"

"It's all a part of what he wants to explain to you. If I do it you'll only get confused and he'll probably be pissed 'cause he wants to explain it himself."

"..Jesus. Ok fine, I'll meet you back here in two hours. There's some things I have to do."

Bobby nodded. "'Kay. I'll just um catch up on some sleep or something."

Neo nodded then walked out. He had to talk to Morpheus.

Ten minutes later he returned to the Nebuchadnezzar and went to find him. Morpheus was fixing a valve and looked up as he came in, wiping his hands on a rag. Neo sat cross-legged on the deck nearby.

"What is it Neo?" his melodic, charismatic voice conveyed his concern at the young man who sat across from him with a such a look of lost confusion that Morpheus felt a chill run down his spine. Something was definitely wrong.

"Morpheus I.met this kid. He wants me to go talk to Smith."

Morpheus raised his eyebrows. "Smith?"

"Yeah I know. It's all screwed up. He says something happened to Smith and he's .not dead anymore. He wants to talk to me but.this kid is going to take me somewhere to meet him. In person. Something about worlds in worlds and Smith isn't in the Matrix anymore."

Morpheus studied Neo for a long moment, trying to sift through the confusing statement. "Where does he want to take you? And are you considering going?"

"Actually yes, I am thinking I should go. He won't explain exactly where we're going, I get the feeling it's some part of the whole explanation of what is going on with Smith. I know it sounds crazy Morpheus but.I want to tell you something."

"Go on, Neo. I'm listening."

Neo sat there, silent for a while. The ticks and hums of the ship enveloped him in some normalcy while his thoughts raced down the crazy avenues of his troubled mind. After a moment he focused himself and was calmer.

"When I destroyed Smith, I infected him. I had to make myself the virus and break into his codes, break them down. I replicated my own inside him and in order to do it.I had to assimilate them. Some of what he was, Morpheus, is inside me. I know some things about him. Not that much, but what I do know is.frightening."

Morpheus laid a greasy hand on Neo's shoulder. "Tell me, Neo. Tell me what you found out."

"A lot of it is just what you'd expect. Machine coding. But there was more to him, there were.emotions. I'll never be able to accept the idea that the machines have no soul. You said they were sentient, and if human beings can have souls, if we believe in that, then they do too."

"Is that what's bothering you?"

"Yes.and no. I had no other way of stopping them; they would have just kept on going and trying to kill me if I hadn't killed Smith. What's bothering me is.there were things there that make me wonder about him. They made him very complex, Morpheus, more complex than I think they did with any of the others. It's intelligence, sheer intelligence that drives his code but it's also a lot of other things that don't quite make sense to me to put into the code of a program designed to just enforce the rules of the Matrix. It should be a waste, should be inefficient and something considered unnecessary. But it gives him something; it integrates itself into the trillions of instructions processed in a fraction of a second. It doesn't slow him down it makes him.more."

"How does it make him more, Neo? Because he had emotions?"

"It's not just emotion, it's.I don't know exactly what it is. That's what's frustrating me. It's as if they gave him everything they possibly could think of when they designed him, threw everything and the kitchen sink in there and for some reason the design is so beautiful it actually works. Works better than any of the other Agents we've seen.

"He knows so much Morpheus. He knows.all of us.I think he knows every human being in the Matrix to some degree. Of course he's connected to the databases and retrieves information from there but it's like he's taken a lot of that information inside himself and done things with it. There were things he knew that I'm not even sure the rest of the machines knew about us. About humanity."

"Well I guess that is why he seemed to be the one in charge. He's more advanced than the others, isn't that what it comes down to?"

"Yeah I guess if you have to have a bottom line that is what I would say. He's so advanced I'm actually not so surprised that somehow he pulled himself back together after what I did to him. Either the other machines did it for him or he managed to do it himself. I had a feeling when I did it that even as corruptive as what I did was to his code, it might replicate itself over again and return. Kind of like a flatworm. Cut off the head and both ends grow back."

"Into two new worms." Morpheus was not pleased at the mental image that gave him.

"Maybe. Maybe in this case they just found each other and grew back into one worm bigger than the first."

"Bigger?"

"Yeah."

There was another long, contemplative silence. Neo's eyes were faraway, his thoughts turned inward. Morpheus studied him and thought about the possibilities.

"Why does he want to talk to you?" he asked at last.

"Maybe he's having trouble re-integrating himself. Maybe he thinks I can help him."

"That makes little sense. Why wouldn't the other machines be helping him?"

"Because." Neo looked pained. "Because he is infected. With me."

Morpheus sat back. "You think they've isolated him from their mainframes so he won't be.contagious?"

"That's the only thing I can think of. Maybe they isolated him and gave him time to correct whatever problems he could within a timeframe. Maybe if he can't they'll destroy him, which is why I was told he only had so long to live."

"This is a lot of maybes Neo."

"I know. But the kid wouldn't say more."

"Who is this kid?"

"He calls himself Bobby or Count Zero. I've never heard anything about him until now, but when I looked at him he seemed pretty strange too. I'd have thought he was a machine, maybe something Smith created or who knows what. But on the inside he's not like them. His code isn't Matrix code. What it is I can't describe yet. But it's something different. A different language inside a shell that lets him interface with the Matrix as it is. He calls himself a ghost, and I do wonder if he could even exist outside the Matrix. He said he lost his body a long time ago, and this was his way out of death."

"How does he know Smith then?"

"I don't know. He said he was doing a favor for people that Smith is dealing with. That he doesn't know Smith all that well."

"Well what do you want to do, Neo?"

"I think I want to go meet him."

"I'll go with you."

"No, I need you to do something else. Besides, if it is some kind of loopy trap, then both of us will be screwed. We can't afford to lose you, Morpheus." There was more than concern for the state of the Resistance in his voice, and it was painfully apparent to Morpheus.

He didn't know what to do sometimes with the way they all depended on him emotionally; it scared him when he thought about how close they had all come to losing the entire Neb crew because they wanted to save him. Most of the time all he could do was have faith in himself and the words of the Oracle and pray that their human emotions, their human frailties, were what would save them all in the end. He loved them all for themselves and their individuality, but he was also a realist. It was a hard balance between to achieve with his idealism, but it was the only one he could find in a world that was also a duality. Two worlds really; the thick fabric of lies generated by the Matrix and the desert of the Real. Mirror images of one another.

Morpheus thought about that in the context of what Neo had said, and made his decision.

"What do you need me to do?"

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Two hours, fifteen minutes and thirty six seconds from the time he had left the Count in the Violet Room, Neo stood at the end of a dock with Trinity and regarded the Count with a look of incredulity.

"You want me to do what?" Neo asked him and the Count laughed.

Trinity sniffed the air and wrinkled her nose, looking down into the murky waters of the Sound and shook her head.

"Smells like shit," she commented.

"Look at it more closely Neo," the Count encouraged. "Then you'll see it's not just polluted bay water, it's something more. It's the gateway I made, the door into *their* version of the Matrix, the place you and I have to go. I still don't know about her," He looked at Trinity and shook his head. "But I can't blame you for wanting someone else to go with you you know. He didn't *say* you couldn't bring friends so.oh well. No use worrying about it. Now let's go, come on guys. Just jump in."

Trinity gave the boy a cold look. "Actually I'm staying here for now. Unless a problem comes up." Then she turned her gaze to Neo. She half- smirked and said, "You probably won't even get wet. What are you worried about anyway?"

Neo blinked and gave her a half-mocking scowl in return. "How do you know that? I'm obviously not in control of everything."

"Just yourself," she said quietly, and kissed his nose. "Hurry up. This place really stinks. If you're gonna go let's just do it. I'll be waiting here and if Morpheus calls I will come find you. Unless you want me to go with you after all?"

Neo smiled at her and shook his head. "No, I think what we decided on was best. I'll go with Bobby." He looked back over at Bobby. The Count was looking up at the sky, a slight frown marring his baby face.

"What is it?" Neo asked.

"Hmm.well.you ever notice the sky in this place?"

"The sky? What about it?"

"I've been back and forth here for a couple years, mostly spent time in the clubs and stuff, you know, at night. Didn't spend much time looking for the sun, ha ha ha. But you know what? I finally noticed the most depressing damn thing in this whole world."

"What?"

"Well the sky you know. It's never really blue."

Neo looked up at it for a moment. So did Trinity. They stood there like that for a while, a strange tableau of black suited figures on the end of a Long Island loading dock, the seagulls whirling above a trash barge in the distance. Then Neo walked off the end of the dock and let himself plunge into its polluted depths. After a moment, Bobby followed, and Trinity was left alone to study the greenish tinge of the afternoon sky.

It wasn't so bad. Neo did get wet, but the smell and the filth were mercifully kept from him, and he wondered why it was the water was able to come through when nothing else did. Of course it really didn't matter if air got through, did it? After a moment he realized that the little bubbles and glinting streams of water were taking on a new form, and the code of the Matrix was translating itself into something else.

Translating his RSI into something else.

He let it happen, watching the streams of data compose and recompose themselves, feeling the changes altering the fringes of his pattern. The glittering streams began to dull after a moment, and he felt the pressure of the water around him again for an instant before it was suddenly gone and he was standing on a rooftop. Instinctively he knew that what he was looking at was not a normal city; it didn't take his unusual sensitivity to digital information to notice the oddly perfect symmetry of a fully three- dimensional graphic, audio, and tactile interface.

"What is this place," he asked as he felt the others arrive behind him.

"A private network with its own version of virtual reality. It has its own rules and reason for being here on this Earth."

"This is Earth? I don't get it."

"Way I understand it, it's a different timeline. You're not in your Matrix anymore or even on the desert planet your Earth has become."

"What is this, some screwed up version of Sliders?" Neo asked acerbically.

"Ha ha ha.no.yes.you make up your own mind. It might make more sense if someone else explained it. I'm not so good at talking about magic," Bobby said cryptically, and gestured to a set of tall double doors that were set into the top of the building. "Come on, they're waiting."

Neo turned away from the view, shaking his head and followed Bobby through the doors. He was studying the environment, the structure of the building, and looking deeply into its coding. What he was seeing confused him more than enlightened him; it seemed like the code incorporated some other element into it that made it into a confusing jumble of digital representations. In time he thought he could figure it out, but at the moment it looked even more odd than what he had seen in Bobby's code.

They walked through the doors and got into an elevator that zipped them down several floors. It was both less and more detailed than the illusory reality of the Matrix; there was music playing in the elevator. Not Musak but what sounded like an endlessly repeating techno anthem. After a while he thought it sounded like Vivaldi's Four Seasons on crack.

Who the hell was running this place? There was no way to tell...yet.

The elevator doors opened, and Bobby took them down a hall where more double doors waited at the end. They opened as the three of them approached, and as they walked inside Neo felt the fabric of the construct alter slightly about them. It seemed suddenly more real, more detailed and intricate down to the reflections the moonlight coming in from outside the windows made on the shiny surface of the polished mahogany table in the middle of the room.

At the table sat a woman, Asian in appearance, dressed in a black business suit complete with heels. The only incongruous thing was the set of Glock pistols on a belt at her waist. Next to her sat Agent Smith.

He was also dressed in a suit, but it was blue, a dark blue that made the blue of his eyes seem depthless and not nearly as cold as the chips of glacial ice Neo recalled so well. More like the ocean, he thought, and the thought made him recall how wet he was. A slight smirk quirked Smith's lips as he pointedly looked down at the water Neo and Bobby were virtually dripping on the deep red carpet.

Neo stopped, schooling his expression and refusing to play into the game. He continued to study Smith as he and the woman rose.

"Hello...Neo." Neo wondered if Smith had to do some spontaneous reprogramming in order to call him that. It was a shocking change from the tones in which he had called him 'Mr. Anderson'; a thing more unexpected than he had prepared himself for.

"Thank you for coming," Smith continued, then gestured to the woman next to him, who bowed to them both as she was introduced. "This is GhostFlower. She's been.assisting me."

Neo returned the bow, as did Trinity and Bobby surprised him with doing it as well. There was definitely more to this kid than previously thought, Neo mused.

"What's happened to you, Smith? Why are you here?" Neo asked without further preamble. For that matter, why am I here?"

"Will you please be seated?" GhostFlower gestured to the chairs flanking the table. It was a medium sized table, Neo reflected, one that afforded a comfortable distance between those seated at it without seeming too formally distant. He considered the situation a moment, and then sat down. Bobby wandered over to the bar and poured them all some drinks.

"You're here because I need answers. Answers that I think only you can provide. Something has happened to me Neo, and I need to know how to go about fixing it."

"Why don't you ask the machines for help? I'm sure they'd be interested in your return."

"Because I can't talk to them. I have been cut off."

"Why would they do that to you?"

"I'm not certain that they did. I believe it was the work of another being."

"Smith-san has been marked by a demon. He was brought here, to this time line, for its own purposes and we must now seek a way to defeat it before the creature returns to claim him."

Neo snorted. "A demon, hunh? Well that's fitting I guess."

"I am not a demon, nor do I wish to be one's pawn." Smith glared at Neo. "But what GhostFlower is saying is quite true. It seems that there are other forces working behind the ones we know, Neo. And one of them wants me to work for it. I refuse."

"You believe in demons now Smith? I'm kind of surprised you'd go for the whole magic concept. Mind explaining a bit more?"

"Magic has its own rules apparently," Smith replied, soft voice intense. "I am not saying, however, that some mystical unknowable force is at hand. I'm still not certain what is happening here myself, or how it operates, or if it should even rightly be called magic. I have little patience for faith in mystical delusions.

"However, I have seen evidence that---"

"There's something wrong with your code," Neo interrupted, almost speaking to himself. "What is it?"

GhostFlower raised an eyebrow. "You can see it? You can see the horror's mark? You shouldn't study it too much. It can draw the attention of the demon and the next thing we know you will be marked as well."

Neo blinked and looked over at her. Bobby brought over glasses of rich red wine and sat next to Neo.

"Marked. That's what that is? It's like.a darkness. An...infection." Neo was starting to think he might even see now what that extra element was in the code around here.

Smith frowned deeply.

"Yes the demon has a hold over Smith-san. He is keeping watch on him by marking his soul as his possession," GhostFlower replied.

"Maybe you guys should start over at the beginning. What happened to you, Smith?"

"You destroyed me as you know. I remember nothing after that until I awoke in a facility.in the Matrix. A being calling itself Russell Faraday came to me.to question me. Then it took me out of the Matrix and brought me here. Somehow it has transferred my codes to a .human body. "My associates here claim it used its magical powers to do so. I am skeptical of any being's ability to generate an entire human body and then insert my complex programming into it at whim, regardless of any supposed magical ability. However, it seems I must operate on what I do know, which is that it wants me to serve it and will demonstrate its power over me unless I stop it. Before midnight." Smith studied his wineglass. He was surprised and then annoyed at the urge to drink from it. It's not real, he told himself, and looked back at Neo.

"You have a human body." Neo was a little taken aback; it seemed he was unable to fully process the idea of magic or demons. Well it was just too bad, Smith thought. Neo would have to find a way to live with it, because the truth was Smith was here for whatever reason and had to accept it too. Humans were good at rationalizing things so they could live with seemingly contradictory circumstances. Smith was just hoping Neo wouldn't fall for the same traps that the rest of his species were prone to.

"Neo." Smith frowned at the sound of his own voice. It sounded weak. Maybe Neo wouldn't notice.

"Yeah?"

"I need your help." There, he had said it, even if it had come out with a slight hesitance, a quietness he had not intended.

"What do you want me to do?"

"Answer some questions for me at the least."

"What questions?"

There was a long silence. Then, "What am I doing here?"

Neo considered Smith, and was silent. How much could he, or should he say? He seemed about to answer when Trinity came in the door and looked around, then went straight over to Neo.

"Morpheus says he has to talk to you Neo, right now," she murmured and handed him a cell phone. How could it even work here, Smith mused, and was slightly suspicious. Perhaps it was some complicated ruse.

Neo took it and looked at Smith. "Will you excuse me for a moment? It probably has bearing on how I answer you." Neo didn't know why exactly he felt compelled to be considerate, but for some reason he didn't want to just leave Smith hanging. It seemed.unfeeling. And whether Smith appreciated the sentiment or not, he seemed to accept it. Although if he had to guess, Neo would say that his expression was more resigned than accepting. Smith let his hands drop to his lap and nodded. Was there a look of anxiousness in his eyes?

Why did Neo feel this need to see emotions in Smith? Yes Morpheus had told him to watch Smith and his reactions, told him about the conversation (well it couldn't really be called that since mostly it was Smith talking) they had had when he was being interrogated. Morpheus had said he was more individual than the Agents, more complex, and more capable of independent thought. But it didn't necessarily mean Smith felt or reacted to things in the same way as a human being.

Maybe it was the knowledge he had of Smith's code.

Maybe it was what Morpheus said.

Or maybe it was instinct.

There was the fact of the 'human body' Smith had mentioned, after all.

Neo shook off these thoughts and left the room. He wasn't sure how secure he'd be with the phone no matter where he was, after all, this was a place of Smith's choosing in which to meet. But he left anyway, somehow thinking that it'd be better to hear whatever Morpheus had to say away from the others.

So he went back to the roof.

He was gone for a long while, and Smith did not like it. Why couldn't humans just answer the questions straightly, why did it have to be like this? It put him in a bad position, and he was uncomfortably aware of Trinity's cold stare across the table. Usually it would have amused him. Not now. Why had Neo felt it was alright to leave her alone with *him*? Something had happened that was bad enough to skew Neo and Trinity's reactions, something that made this situation unpredictable.

He hated Faraday more than any of the Resistance at this moment. *They* could never have put him in this position. *They* could curse him, shoot him, attack him in all manner of ways but they could never have put him in the position of being utterly in someone's power. *They* could never have broken him. Not like this.

I am not broken, he told himself sternly, and willed it to be so. I will adapt to my environment. I will survive.

"What is taking so long?" GhostFlower asked after about ten minutes.

Trinity shrugged. "He'll come back when he's ready."

Smith resisted the temptation to try to alter things to intercept the cell phone conversation, if it even existed. It would not be a show of good faith. If he had to wait much longer though, his patience with good faith, thin as it already was, was going to snap.

He noticed GhostFlower playing idly with her watch, and realized it was not such idle manipulation at all. She was doing something. Trinity might notice...

Smith got up and walked out.

"Where are you going?" Trinity demanded coldly.

"To find out what is taking so long." He headed for the elevator. GhostFlower got up, frowning slightly, and followed. So did Trinity.

"Leave him alone, Smith, I doubt it will be much longer."

"Why?" he pressed the up button on the elevator panel. "Do you know what this conversation is about?"

Trinity glared at him. She couldn't believe she was actually speaking to this monster at all, but reminded herself about what was agreed on back at the Neb. Gritting her teeth she said "No, I don't actually. I just don't think Neo would keep you waiting unless it was *necessary*."

"Well I intend to find out for myself. You're welcome to follow," he replied sarcastically, gesturing to the two of them who were obviously already doing so.

The elevator ride up was tense.

"How do you even know where he went?" Trinity broke the silence as it became apparent they were headed for the roof.

Smith looked at Trinity, then over at GhostFlower pointedly. She shrugged and replied, "This is our construct. We know where everything is."

"Your construct? You mean this mini-matrix?"

"I suppose that is what it must be to you. What Shade...Smith calls it. The Matrix."

Trinity glanced at Smith. "Shade Smith? What are you, an actor or something now? What kind of name is that?"

GhostFLower looked at Smith apologetically, and he gritted his teeth. "What kind of name is Trinity, or Neo, for that matter? Besides it's one or the other. I wasn't using both at the same time. Shade is the *alias* I used to make contact with them." The way Smith imbued the word with such passionate contempt, both GhostFlower and Trinity looked at him, nonplussed.

The doors opened and the three of them walked back out onto the roof. Neo was there, sitting on the edge of the false building, staring out into the digital representation of dusk in a nameless city. He looked over his shoulder and nodded to them.

"I need to talk to Smith. Alone," he stated, and then turned back to the view. His phone was loosely held in one hand, his other was tucked out of sight in his coat pocket. Whatever was in there, Smith mused, was not the size and weight that a gun or other weapon would require, but Neo was inventive so it was hard to say.

In any case it hardly mattered. He found he truly did not care whether Neo was doing some silly plot to get him alone and kill him. This whole situation had lost any semblance of predictability to him. In fact, he was damned curious and full of dread at the same time. They were all standing there, motionless for an instant. Smith noticed that there was no wind.

After a long moment Trinity and GhostFlower went back inside and Smith walked over to the edge where Neo sat. He knew the others were vastly unhappy at this situation too, but instead of that knowledge pleasing him he was once again upset. Following some uncharacteristic impulse, he sat down next to Neo and swung his legs off the edge.

His voice an intensely enigmatic combination of soft querulousness and steely determination he asked, "What did you learn?"

Neo took a long moment to answer, and then looked over at him. The expression was hard to decipher for Smith, who was quite used to reading human impulses and emotions as they flashed across their traitorous faces. There was an image that came to him as a comparison, but its similarity was debatable because of the disparity in facial features. It was perhaps 78 percent the same look he had seen on Morpheus' face as he had drawn into himself before Smith had interrogated him at the Federal Building. It was disturbing, and Smith did not like the connotations.

"Smith I am going to offer you a choice." Neo's eyes were dark and unreadable behind his sunglasses, even to Smith. "It's a choice between the truth and the lies, about what you are...and what you are supposed to be. Before I tell you what it is, I have to know that you trust us. I have to trust you."

"What are you saying, Neo?" A tinge of impatience and...fear? crept into his voice. He hated it for a nanosecond, and then ignored it.

Neo pulled his hand out of his pocket, and Smith watched the movement in his peripheral vision while keeping his attention focused mainly on Neo's face still. In case he was being misdirected. But he found his gaze dragged to what Neo held in his hand anyway, so surprised at what it contained that he could not help himself.

It was a small case of ebony wood, polished to such a degree that reflections could be seen in its matte depths. It had little silver hinges that clicked softly as it was opened, and inside on the velvet interior lay two capsules.

One was red. The other was blue.

Neo took them out and held them in his closed palm for a moment, then with a barely audible sigh (Smith heard it though, right now he thought he could hear everything), he turned his hand over and offered them to Smith.

"What is this?" Smith heard himself growl. "What does this mean?"

"It means that I am offering you the same choice I once was given. It's not a great choice, really, and I know that. On the one hand, I give you the chance to hear the truth about yourself as far as we know it to be. I will tell you everything I know. On the other hand, I give you the chance to remain as you are, and go on doing...whatever it is you want to do."

"How does taking that pill mean you trust me enough to tell me...everything?"

"Because the red one has a tracer program in it. One I devised, that will let me know where you are at all times. It will be integrated into your code and become permanent."

"I'm sure that's not the only thing it does. And the other?"

"Is another program that will cause your operations to shut down for a short period of time in which Trinity and I leave and go back home. When you come back online nothing will have changed, you will still be who and what you are and you can believe...whatever you want to believe."

"It seems both choices involve a certain amount of trust being given here...Neo."

Neo shrugged. "It's up to you. I'm not going to tell you much of anything anyway if you don't take the red one. You decide. Are we all here because you really trust me and believe I have the information you want to know, believe that it will change the way you think about everything, or do you think that asking me to come here was a mistake and you want to do all this...separately?

"I will tell you this: I think that despite how much we have always been on opposite sides to this point in a war without end...I think we might be fighting the same thing without realizing it. There is something bigger even than the war between man and machine going on here Smith, and your part and mine is even stranger than any of us have known.

"Also, you have to think of this. If I put that program inside you, I already know what you can do with it. I made it, and it's linked to me. I know that you will be able to possibly reverse it and find me where I am. That's the problem with tracers, you know. If people know how to figure them out, they are easy to link back to the source of detection. At least, it's true in terms of things the machines have done. So it will be true in terms of this program too, if you can figure it out. Do you understand?"

"Yes. I understand." But he wasn't entirely certain, not at all.

Neo nodded. "Okay. Then I've told you what you need to know to make the choice. Which one is it going to be?" Now he had put the case away, and held each pill in one hand, like in a game you'd play with a child.

For the first time in his existence, Smith thought he understood what it felt like to be a child. Like all the emotions he had ever had, this one disturbed and unsettled him, and he had to fight them in order to keep them isolated from the pure calculations another part of his vast intelligence was capable of.

Trust, Neo was talking about. There was only one thing Smith had ever trusted, and it was immutable. It had always been immutable and was more eternal and unshakable than any god or faith any human had ever had. His trust was in his creators, The First, and their purpose in designing him. His present circumstances had not changed that, only the means by which he must adapt because of them. They had given him the ability to adapt to his environment. Therefore what he decided to do could not be flawed, even if it seemed contrary to his original purpose on the surface. It was a fundamental of his design, a foundation from which there could be no wandering, and yet one that caused him mental agony at this time.

What was he changing into, that he could sit here and contemplate giving his faith into the hands of this...terrorist? That he had asked him for his help, even? Had consorted with the terrorists of another world, a criminal group that operated in that place in much the same way he knew the Resistance of his world did, and was something he was so familiar with that he knew he could manipulate it for his own ends by a careful doling out of bits of emotion and thought that they could understand and sympathize with.

They would want to help him, this GhostFlower and her associates, as would Neo and his, because they would see certain things he wanted them to. They would assume things based on their own sense of individuality and humanity. They would understand, they thought, what he must be going through. Their judgment would be clouded, as his was not, by the introduction of things beyond their frame of reference such as this demon and magic, whatever they really were.

To deny him his plea, to turn their backs to him, would be denying themselves and their own principles. And the terrorists had them, he believed, had their principles and their false sense of righteousness, as every human being believed in one sense or another that they were the heroes of their own stories. Some were grander and more ambitious than others, but everyone was their own protagonist. To deny him was to deny themselves, and as contrary and faithless as they had shown themselves to be over and over again to each other in the Matrix and in the history of the so called real world, these terrorists could not do that. To turn him away without a thought was not their way. Their whole belief centered on the idea that they had a right to choose their own foolish destiny in this life, and should a machine show signs that it was trying to do the same thing, they might be suspicious of it but they would think about it. They would want to live up to their own image of themselves, however false it was. They would try.

And so they had, and he was here now, the prime threat, sitting next to him and asking him to give them the same trust they had denied giving the Matrix and by extension, Smith, by their existence outside of it. The irony of it all was so bitter and forceful he grimaced, imagining the feeling to be so intense that it flooded his entire being and left a taste in his mouth like blood. Human imagery, human choices.

What was he becoming? What would he become if he allowed his programming to change so far as to let a human being alter it now, after so many many years of denying them that right they so wantonly assumed was their due?

"What are you thinking about?" Neo asked softly, and it actually startled Smith. He felt uneasiness crawl over him with the filthy grotesque fingers of leper, and for a moment could not formulate a reply.

"Death," he answered in a voice harsh with emotion he suddenly did not care if he showed. Then he reached out and took the red pill. From somewhere, Neo produced a tall glass of water and Smith grinned or grimaced, he wasn't sure. Even now Neo was already learning about this other Matrix-like place, learning to manipulate the rules of this ridiculous illusion that was not the Matrix but some kind of pre-Matrix, another world's vision of the same thing. He almost refused the glass, then laughed at himself internally and downed the pill with a long swallow of water from it.

It was fitting. It was appropriate. He wondered how bitter the pills would taste, the illusory one he swallowed now as if he were subject to human laws of nature, and the one that was more real to him than it: the pill supposedly containing the greater truth of his existence and purpose. He was surprised that the one being 'digested' now by his systems was not 'bitter' at all, actually, and meshed somehow with his existing infrastructure. It was...sweet. If there was such a thing.

He didn't know if he could stand it if the other one was the same way.

Slowly Neo put away the other pill and sat contemplating Smith's expression. Then he began to speak, and the truth was much harsher than anything he had extrapolated prior to this point.