Author's Note:  Just want to thank the three of you who reviewed.  Kayt(hopefully all will be explained. The question is...when? *g*), Brem Nakada(Glad you're enjoying it!), and Lorraine(Thanks!).

Chapter 3:  Smith Version 2.0

Keeping her mouth shut for fear of what she might say, Leila did nothing but glare at the newly upgraded Agent Smith.  Sure she had been the one who requested his upgrade, but this wasn't exactly what she had had in mind.  

He looked the same really, chiseled facial features, the annoying smirk (which at any second could turn into an intimidating sneer), as well as the trademark sunglasses (which made him difficult to read). 

This Smith was back to having an earpiece, which even Leila didn't know where the other end of it connected to.  She reminded herself to look into that as she faced off with her new 'partner'.   He also seemed to have had a change in clothing.  It was a black suit to be sure, with the usual yellow inner lining, and the black tie to match, but something else was different…the question was what? 

Realizing that the Agents behind her still had their guns drawn, she beckoned them to lower their hands.  They obeyed, albeit reluctantly as they understood the change in their orders.

"The Council understands that there must be some sort of balance between ourselves and your species, which is why you are being put in this position.  The co-operation between you both is necessary, despite whether or not the Mainframe believes it not to be…" the central councilman (or 'program' as he should be called) stated, completely aware of the tension that radiated from them both…more so from the human.

"Miss Varzideh…" he continued, allowing her to turn around and face the table once more before he gave his orders.

"You will take Agent Smith here back with you.  You may find that some things have been…altered, in order to accommodate the change in situation."

Leila waited for the Council to continue, but surprisingly that was it…they were done talking.   What was she supposed to do now? Take him back downstairs and let him sit in her office and stare at her while she did her job?  If the Council was splitting up the task force into two separate units, then why the hell did she even need to associate with the Agent?

Not noticing that Agents Williamson and Ryan were looking at her for instructions, Leila turned back and walked directly up to her new buddy.

Smiling as Smith sneered and clenched his fists as she approached, Leila realized that this version was just like the other…he hated humans within close proximity to him.  He hated humans in general, but now he was forced to work with one.  This made her feel slightly better about the whole situation, even if it didn't help her with her problem.

"I suggest we get a move on then…Agent Smith…" she said, her face now only a few inches away from his.

She knew how he thought…or how he was programmed to think, and right now that was a very bad thing for Smith.

Unfortunately for her however, she had no idea just what Smith knew about her.

Not bothering to wait for an answer, she stepped back and went around him, walking back towards the white elevator, the two Agents giving one last stare in Smith's direction before following after her.

Agent Smith was paired with a human…a cocky human, who reminded him very much of Mr. Anderson.  It was as if the Council was punishing him for the actions of his 'outdated' self.   He could not feel the connection with his original programming, but that was of course due to the former no longer being an Agent of the system.  Hearing the familiar buzzing in his ear, it appeared as if for the time being that the Mainframe was agreeing with the Council. 

'Primary objective...proceed as instructed' he received as he placed his hand up to his ear.  He knew what the Mainframe wanted him to do…follow the Council's commands.  It was irrelevant at this point what he 'felt' like doing.  He had been instructed to ally himself with a human, and that's what he would do…for now.

'Proceed as instructed' the Mainframe transmitted more forcefully this time.   Smith recalled now that he could not do as his former self had done.  All his thoughts and perceptions from this day forward, were now automatically transmitted back to the Mainframe.  That's how it had used to be.

Turning around and heading towards the elevator, which was being held open, he entered, standing opposite of the human.

Unlike when Leila had entered the elevator, this time there was one small blue button in the center of the button panel.  Pushing it, she watched as the doors closed silently in front of her, and the elevator descended down to the lobby.

Several moments later, they were all back downstairs, which now appeared to be more crowded than usual.  It looked as if over fifty people were waiting to catch one of the twelve other elevators.

As Agent Smith came off of it, he immediately grimaced.   Based on his reading of the Matrix coding in front of him, every single one of these individuals was human.  It was a pity he didn't have the orders to kill them all as he followed Leila towards the elevator on the right side of the wall.

Thankfully, no one seemed to be waiting for that one, although Smith quickly observed that the buttons were gold rather than silver like the others.

The four of them now standing in front of another elevator, they didn't have to wait long before it opened.  Allowing Leila to enter first, the Agents quickly went in next, as if purposely ignoring Smith.  Sadly, Leila missed it as she sat down on the lush velvet couch, which was against the interior wall of the elevator.

Watching as Agent Ryan pressed the last of six buttons, Agent Smith looked around the elevator, realizing that the coding of the building was shifting.  It seemed to be modifying itself as they ascended.  It was highly interesting, although Smith made no indication of it.  He did however, turn his head sharply in Leila's direction as she actually began to talk…to him.

"As I'm sure you're aware" she started in a monotone voice, appearing to be busy with her nails "there are six buttons in this elevator.  Each leads to a specific level of the building.  I'm sure you've already been given all the relative infor—"

"No…" Agent Smith interrupted smoothly as he looked down at her.

"No what?" she asked back irritated.  Did he really have to make things difficult for her? Of course he did, that was his damn job, she thought back to herself as she glared up at him.

"I was given no pertinent data in regards to my objectives.  I am supposedly to follow you…" he answered back coldly, satisfied to see that he had obviously taken her off guard.

His sneer widened as he watched the shocked expression on her face turn into one of amusement.  She was enjoying having the upper hand, leaving Smith to use every ounce of his rationale not to kill her right there.   Whether or not she caught on to his impatience, he wasn't sure; in any case, she quickly reverted to a more neutral expression.

"I see…" she answered, shooting a quick look at the Agents across from her, and catching the faint twitch of their mouths, she realized that they actually found Smith's lack of knowledge satisfying (at least as much as their programming allowed).

"Well, each level handles different situations, and basically the running of those things with it affects inside the System.  We don't have access to levels one through five, as we operate on level six.   Level six handles two types of threats…mainly rogue agents and the rebellion.  It's sort of like the America's Most Wanted top ten list…" she added, not paying attention to the fact that none of the Agents probably knew what she was talking about.

"Of course, you'll now be handling the lovely issue of rogue programs…which I'm sure you've have loads of experience with" she said dryly, arching an eyebrow as she looked at him.

Pausing as the elevator door open, she walked out…with Smith right by her side. 

Instead of white, level six seemed to be entirely gray…very similar to the lobby.  They had exited the elevator and now were facing a large foyer, which got smaller as it went on, ending with a pair of very large oak doors.  Not to mention one Agent on each side them.  This however, made Leila stop in her tracks, causing the two Agent's behind her to nearly knock into her.

"Why….are there two Agents instead of one, by the doors?" she asked…more annoyed than anything else.

"Perhaps these are the changes that the Council spoke of" Agent Ryan stated, eying the two in front of them.

Sighing, she continued on, happy to see that they did not detain her, and immediately went to open the doors for them.  Unfortunately, while they did intend to open the doors, they paused and looked rather expectantly at her and her group.

"You must use your access cards" one of them spoke, while both of them indicated towards the two metal fixings on either side of the doors.

"What the hell do you mean 'use your access card'?!  This is my goddamn office!  I'll do whatever the hell I—" she stopped suddenly as Agent Williamson handed her a slide card.

"Well that's one…" she said as she went towards one side, completely oblivious to her outburst seconds before.  "Where's—"

"Two…"

Agent Smith had finally spoken up, producing from his inner pocket, an identical key card to the one Leila held in her hand.

Shooting him a dirty look, she focused on the key card machine in front of her.  She had never had to do this…it was all Smith's fault; and he had known…he had had his card all along.

Before she could ask what she was supposed to do now, one of the two anonymous Agents actually presented them both with instructions.

"You are required to alter your password every week.  You must enter your new passwords…"

Looking over at Agent Smith for a quick second, Leila wondered if it wasn't Agent Smith who had decided to make things more complicated for her.  Would the Council really let him torture her?

"Fine…" she said, sliding her card through and entering her new voice activated password.   "Memento mori…"

Smith watched as the female beside him entered her password. 

Memento Mori…Running it quickly through the language database, it's origins appeared to be Latin.  Upon further inspection of the phrase, Agent Smith realized that she had chosen a rather morbid password. 

'Remember that you will die…' It was an interesting choice.  Humans tended to consider themselves invincible and immortal, never assuming that death would reach them.  This one however, well…there was more to her, leaving Smith to wonder just how intelligent this female was.

"Ahem…"

Knowing that the purposely increase in volume of the female's voice was made on purpose, Smith turned back and entered his password.   Unfortunately for Leila, she did not hear it.

As a green light blinked on and off, the Agents opened the doors, allowing them access. 

"Well here we are, my off—" she stated, looking over at Smith with a very smug expression on her face.  She didn't realize however, that there had been more…alterations.

Instead of an office, it was another large corridor, this one looking more like a reception area.  There were two black doors…one on the left and one on the right.  They both had their own little desk to the sides, and what appeared to be two female secretaries sat behind them.   The only difference between the front of the two doors was the fact that in front of the one on the left, there was a long line…consisting solely of Agents.  

Still standing where she had stopped talking, Leila looked at Smith….seeming very pissed off.

"Your office is the one on the right…" she said through gritted teeth.  How much more crap was going to be thrown at her? She needed a drink…fast.    "Hopefully you're capable of finding your way around in it.  I'm next door.  If you need anything…don't bother asking."

Walking towards the line of Agents, they all seemed to turn their heads simultaneously to look at her.  It was as if they had all been waiting for her to arrive.

As she went to turn the knob however, her hand gripped it more tightly as she tried to calm herself.

"I believe Miss Varzideh…" Agent Smith said, looking at Agent Ryan and Agent Williamson "…that they belong with you.  You must need them, as you and your species tend never to use the most important muscle that you possess."

The bastard was calling her an idiot…he was trying to get under her skin, and it had only been a few minutes! 

As much as she had been fascinated with his programming, she still hated his guts. 

All programs had their own files…files which detailed the various traits that differed them from the others.  Sure all Agent's programming were generally the same, but some seemed to have unique attributes…especially Agent Smith.   His cockiness and superiority to others of his same programming left the Mainframe with an actual uncertainty of the sentient program's actions.   His attentiveness to dealing with Neo had clouded his other objectives…making him a threat to the System, and Leila knew it.

Smiling back at Agent Smith, Leila let go of the door, appearing to have regained her composure.

"No…that's quite alright" she said, smile still plastered on her face "…they're all yours for the time being…especially since you can't seem to catch Neo all by yourself."

There it was, she had said it…the one thing that was sure to anger the Agent, whether he was the upgraded version or not.  Seeing the slight pulsing of his temple, it was obvious she had.  But she wasn't done just yet.

"Oh but wait…you're not assigned to catching Neo are you?  That still appears to be my job."

Laughing airily, she turned back on her heel and opened her door, which apparently was a signal for the first of the many Agents to enter.

Smith still standing in place, he slowly took off his sunglasses, his blue eyes glaring at the door that was now closed.  With an uncharacteristic sigh, he turned and looked at the two Agents that still stood beside him.

"Her file…" he started, hoping to get what he wanted.

"Not accessible" Agent Williamson stated, turning around along with Agent Ryan and walking back towards the oak doors.

This human…this girl, was getting away with saying things that he would have never let her say if the circumstances had been different.  Had the System become so desperate as to recruit a human that disrespected the Agents that worked for it?  She had no power…no stronghold over the Matrix.  She was not a rebel, and hence could not bend the rules that the others could, and yet she still felt as if she had power…over him.  That only left the conclusion: that her file obtained the answers.

"I want that file…" he said to no one in particular as he walked towards his own office, and opened the door.

He now had two humans which he truly wanted dead.

To Be Continued…