AUTHOR'S NOTE: All original characters from the Matrix trilogy belong to Warner Bros. and the brothers Wachowski; I'm just ad-libbing.

alocin-No cheeseburger, huh? I know how it feels to be losing your powers...I requested a middle section for this fanfic to magically appear on the screen, but so far I only have a few chapters and an ending. Oh well. Yes, the Frenchman will be mentioned, seeing as he and Seraph have a nice workable "hate-hate" relationship going on in Revolutions, I'm putting down what I think that started out as.

Curlyro-I'm assuming you're a Seraph fan, then? ^_^ Thank you for squealing (!) Here's another chapter for your consumption!

Dark Puck- Actually I am currently working on an original fic; it's a whole different times/worlds crossover thing but not in the traditional sense (no 14th century soldiers popping up in 2003 NY, then) ^^ I may start posting some of it on fictionpress.com when I have some definite chapters done. Being Seraph obsessed is nothing to be ashamed of-he's a trés cool character and obviously kicks ass (well, he gave Neo a run for his money)...there will be more on Seraph's grounding and his obscured past ^^

seatbelt37 - Thanks for recommending this fic*blushes*...ah, the Train Man, will he/won't he make an appearance...I hardly know myself, being only a few chapters ahead at the moment. We shall see.

SERAPH

"All heart they live, all head, all eye, all ear,

All intellect, all sense, and as they please

They limb themselves, and colour, shape, or size,

Assume, as likes them best, condense or rare."

- Paradise Lost (bk. VI, l. 350) [Apparitions]

Seraph did not delude himself into assuming that he had escaped the agents for any truly significant length of time. As he approached the door of the small, slightly cramped apartment, he pondered whether to move the Oracle to a safer location immediately, and, after a few seconds had passed, decided that this was the best path of action to take.

She welcomed him into the small room as if she were a generous hostess leading another guest into a banquet hall. Seraph bowed politely as the Oracle stepped into the small side kitchen to smoke, clasping his hands loosely behind his back as he followed her. The Oracle leaned casually on the work surface, as if in leisure, though this was a programme accused of knowing more than was good for her.

She looked at him, scrunching up her eyes as if to more closely scrutinize him.

"I suppose its time to move again".

Seraph nodded silently.

"Yes, Oracle. The agents grow more wary of your activities with the human rebels".

The Oracle sighed lightly, placing a smooth leathery hand on her hip.

"Pass me that light", she beckoned with a casual but assertive gesture.

Seraph obliged, wordlessly handing the intuitive programme the lighter that sat near his elbow. She took it resignedly, lighting up the cigarette and exhaling the smoke into the air above their heads.

"You're risking an awful lot, you know".

Seraph looked up, his gaze clouded by the opaque lenses of his glasses.

"I know the dangers, Oracle".

"And still you seek to protect me. I gotta tell you", she blew a perfect smoke ring towards the doorframe, "that takes some dedication. I like that in you, Seraph. You assign yourself to something, and you stick with it. That should serve you well-", she flicked ash easily into the sink, "or get you into even more trouble".

Seraph accepted this with another small nod.

"You know whether I will stay with you or not. You have not questioned me, even if you have seen what I will do".

The Oracle smiled wryly at the serious face.

"I trust you, Seraph. That's more than I tell most of who come through that door", she pointed with the cigarette, "and I know I can, too. Ever since you lost those pretty wings of yours", another gesture with the cigarette, "you kept on going. Takes a lotta guts. There's something in you, Seraph, something that can't be undone or broken. No-one else sees that, and perhaps its best that they don't".

The silence that followed was comfortable, interrupted only by the slight sweep of Seraph's foot brushing the floor as he almost bashfully looked at his feet.

The Oracle smiled, and reached into her apron pocket.

"Candy?"

Seraph returned his gaze to hers and shook his head at the brightly wrapped sweet.

"No thank you, Oracle. We must go".

The programme flicked the cigarette butt out of the partly opened window over the sink.

"Well, no time like the present".

She smiled a little knowingly, and slowly stepped back into the living room, to gather what little belongings she had taken for herself before leaving, this time for good.

SMITH

"Then stayed the fervid wheels, and in his hand

He took the golden compasses, prepared

In God's eternal store, to circumscribe

This universe and all created things:

One foot he centred, and the other turned

Round through the vast profundity obscure

And said, "Thus far extend, thus far thy bounds,

This be thy just circumference, O world."

- Paradise Lost (bk. VII, l. 224) [World]

The agent stood alone, removed from the triad of unfeeling enforcers and looking out onto the world that stretched to the horizon.

The horizon that controlled. The horizon which was not, in fact, there at all.

Agent Smith was solitary by- and this was questionable to his peers - by nature. As if nature could penetrate the solid indifference of an agent. But it did. Unlike other sentient programmes, Smith found himself most comfortable when in his own company.

Humans. They consume every natural resource they find themselves located in the vicinity of. They are like a plague.

A swarm of humans. They disgusted Smith, clinical and germless, who handled them as if conducting an experiment with cold metal tongs. Those who had been subject to his examinations would describe the agent as precisely that. Cold. Metallic.

Alone.

Smith stood, his hands clasped formally behind his straight back, fingers interlocked firmly, the occasional click of a knuckle the only noise disturbing the quiet of the office.

Hardly a sound except the barely audible simulation of a heartbeat in his chest and the steady breathing that accompanied it. There was nothing to divert him from the surroundings or his purpose, no conversation, no music. Music had interesting mathematical possibilities, but it was not something that Smith was keen to display a liking for. Nor was it expected from him, as an agent was expected to remove all rebels, preventing as many humans from being unplugged from the Matrix as possible, not deconstruct every symphony or composition for strings in his spare time.

Smith brushed aside the distracting thought and concentrated on what lay before him. Millions of people, living out their pitiful little existences, completely unaware of how meaningless it all was. They were simply meant to generate power for the machines, and so the cycle of birth, life and death was played out every day, the system coming full circle.

The agent surveyed the cosmopolitan cityscape before him. After some deliberation, he carefully removed his dark glasses and, folding the arms almost gently, placed them on the desk behind him.

It was such a trivial thing to consider, but Agent Smith could not help but wonder why he had been designed with such - human eyes. Blue eyes. Again the agent deliberated if this was another mark of his superiority to the others, a feature to single him out from the other agents, and was again irritated when the results came back inconclusive.

He allowed himself a brief sigh. Smith turned to make sure that he was the only one aware of the action before looking back out onto the city again. He marvelled at it silently. The Matrix was a masterpiece, a finely honed design that held humanity in its thrall simply because to them, it was not a masterpiece. It was full of negatives, war, poverty, discrimination, exploitation, but that was what made this version of the Matrix successful, unlike the very first.

Smith contained in his system all the relevant documents on the first Matrix, why it had failed and various images of what the perfect world would have been like. All that he knew about the first Matrix had been implanted in his memory during his production.

It was a disaster, but something in the perfect existence void of all the mundane and negative aspects of what humans deemed life was appealing to the agent. Nothing was examined or questioned, it was all so simple, another facet of the beauty of the first Matrix; that such a complex thing was viewed as being so pure and natural.

Smith cleared his throat.

Instructions flowed into his brain via the earpiece he always wore. Reaching for his discarded sunglasses he clasped them in one hand as he walked to the door. Smith looked the trembling human cuffed to the chair full in the face with unfeeling eyes before stretching out a hand and snapping his neck.

Business as usual.