A/N: Updated Chapter 3 is posted!

Tron did not attempt to swim the half mile distance to the mainland shore until he was sure he could survive the crossing. He waited until his energy levels completely replenished themselves, a slow process which took almost sixteen hours.

One of the first things Tron noticed after he finally made it to shore and wearily dragged himself onto solid ground was that the Grid was destabilizing. The shockwave or explosion that had saved his life had also severely damaged the system. He looked around the surrounding area with growing concern, and he saw deep, jagged abrasions in the land that were slowly widening, the edges crumbling away.

This was a serious problem. If this system instability was allowed to spread unchecked, the Grid would eventually fall apart. However, only a system admin program or a User would have the power to enact the necessary repairs, so there was nothing he could do to fix it. For now, I need to stay focused on my next steps.

After that draining swim in the Sea, he needed to rest again for at least another four hours to fully recover. While he waited, he formulated a basic plan of what to do next. His main priority was to return to Tron City, and in order to do that, he would need to head for the Solar Sailer depot in order scavenge up a lightcycle baton. He immediately discarded the idea of using a light-jet; it might get him there faster, but would be far too conspicuous. Ground vehicles were much harder to track.

There's one other thing I must do first, he thought.

He'd been delaying this moment for the past several hours, but he knew he needed to find out what had happened at the Portal after he fell and lost consciousness. Tron got up on one knee and reached out to place one hand on the ground, but froze at the last moment, his fingers hovering just above the surface. It went against his nature to hesitate, and he knew he shouldn't put it off any longer, but an irrational part of him said that as long as he didn't see the evidence of what had happened to Flynn and Clu, then the truth could be whatever he imagined it to be.

Steeling his nerves, Tron clenched his fist, resolutely ignored the slight tremor he felt, and then slammed his hand down before he had a chance to reconsider it again. "Access Grid memory, cycle 3023, 07.98 hours. Authorization, TRON."

A holographic screen materialized from the ground in front of him in response to the system command, and keyed up the recording he'd requested.

"Flynn…" the name escaped his throat, almost involuntarily.

For the first time, Tron realized that Kevin Flynn had become an old man. He saw the terrible toll that over a thousand cycles had taken on his dear friend; Flynn's once-bright blue eyes were sunken and shadowed with a sad weariness, his hair had turned almost completely white.

Flynn had once told Tron that unlike programs on the Grid, Users' bodies degenerated over time and eventually stopped functioning on their own. 'Aging' was a concept he'd struggled to comprehend, as it had meant nothing to a program whose physical appearance would remain unchanged no matter how much time passed. It wasn't until now that he could truly understand what it meant.

…

"Users aren't like the Energizer Bunny, you know, we don't just keep going and going for eternity. We grow old and die, man."

"Grow old?" Tron echoed. He didn't even bother to ask what an "energizer bunny" was, because he was sure he wouldn't understand the explanation.

"Yeah. Users' only have so much life in them before they're spent, and the more life we live, the more fragile our bodies become. Think of it as an exhaustible source of energy; once the energy is completely spent, we die. And for Users, dying is kind of the same concept as derezzing, but it doesn't happen the same way it does here in the digital world. When a User dies, it's usually because their body wore itself out. Or sometimes… sometimes an accident happens." Flynn's eyes took on a sad, haunted look. "Here, programs disintegrate and disappear completely if their code is destroyed, but they can be brought back if you have a backup, or they can even be rewritten. When a User dies, their body doesn't disappear, but everything that made them who they were is gone. And the people who are left behind…the people who loved them…they've lost something they can never get back. And it's the worst pain imaginable."

Tron had noticed that Flynn had been acting very unlike himself during this visit to the Grid; usually he was full of energy and excitement, but now he just seemed exhausted and distracted – it had been driving Clu crazy. Even more strange, Flynn usually had some new story to tell Tron about his wife and son ("familial relationships" being yet another concept Tron had initially needed explained), but recently he hadn't said a word about them.

"Flynn, what's happened?" he asked with concern. "I can tell something's wrong."

The User looked at him like he'd been caught, but tried to brush it off. "Naw, man. Everything's…everything's fine at home."

"Did something happen to Jordan and Sam? Are they all right?"

"Jordan…my Jordan…" Flynn's voice trembled. "She…she died in a car accident yesterday. I came here because I didn't know where else to go, I had to get away. I couldn't bear all the sympathetic looks, everyone's 'sincerest condolences'."

Tron had never seen his friend so broken and vulnerable, and he had no idea how to react. Being a legacy program who was imported into this new system, he still struggled with processing strong or complex emotions and figuring out how to deal with them. He was unparalleled when it came to feats of combat skill, but he was out his element entirely when it came to comforting someone who was grieving. Feeling he should at least do something, Tron hesitantly put his arm around Flynn's shoulders while the man shook in the throes of grief. After they stood like that for a while, Flynn collected himself and turned his head to look at him with silent gratitude.

Tron noticed something glistening at the corner of Flynn's eye and stared as it trailed down his cheek. Puzzled, Tron reached out and caught in the palm of his right hand as it dripped off of his friend's face.

"What is this?" he asked, rubbing the liquid substance between his fingers.

"That is, uh…that's called a tear."

"…A 'teer'? Is it caused by a malfunction?"

Flynn let out a melancholy laugh. "No, man. When Users feel sad or experience strong emotions, our eyes produce tears. It's our bodies' way of relieving stress."

"I see. Will you…be all right?"

"I dunno, man. I guess I've got to, somehow, for Sam's sake. I'm all he has, now."

…

With those memories lingering in the back of his mind, Tron transmitted the command to play the recording and watched, transfixed.

The two Users and the last ISO sprinted towards the portal, but came to a sudden halt. Clu was already there, waiting for them on the narrow walkway that bridged the landing zone and the portal. The last obstacle standing in their way.

"This is mine," Flynn said, placing a hand on his son's chest. He started walking slowly towards Clu.

"I had a feeling you'd be here!" Clu shouted. He laughed with cruel mockery. "The cycles haven't been kind, have they!?"

"Oh, you don't look so bad," Flynn answered lightly.

"I did everything! Everything you ever asked!" Clu said, his was tone petulant, accusatory. He too, started taking slow steps towards his creator.

"I know you did."

"I executed the plan!"

"As you saw it."

Clu's arms were outstretched, in an almost pleading gesture. "You…you promised that we would change the world! Together! You broke your promise."

"I know." Flynn's voice was heavy with guilt. "I understand that, now."

"I took the system to its maximum potential," Clu continued, as if he hadn't heard Flynn, "I created the perfect system!"

"The thing about perfection is that it's unknowable," Flynn responded with a shake his head. He and Clu stopped, now standing only a few feet from each other. "It's impossible, but it's also right in front of us, all the time! You couldn't know that because I didn't know it when I created you! I'm sorry, Clu." Flynn reached out towards him, a conciliatory gesture. "I'm sorry."

Clu hesitated, surprised by Flynn's apology. His expression softened, and for a moment he even seemed to want to stop. But there was too much anger, too much hatred festering in him, and he suddenly struck out with his foot, viciously kicking Flynn in the center of his chest and sending the man flying backwards. With an enraged howl, Sam charged forward and swung his fists at Clu's face, catching him on the jaw twice, but his blows neither hurt nor fazed the program. Ducking low, Sam lunged at Clu's abdomen and tried to barrel him backwards, but it was useless. Grabbing Sam's shoulder with one hand, Clu effortlessly lifted and flung him through the air, treating the young man as a minor nuisance. Sam landed with an audible thud and a groan further down the walkway.

Clu's attention snapped back to Flynn, who was lying breathless on the ground, being supported by the ISO girl. "Go," Flynn said to her, weakly.

She nodded, her lower lip trembling. Using a grappling hook to tether herself, she swung out in a wide arc from the walkway, propelling herself under and over the bridge to land feet-first a few yards behind Clu, right in front of Sam and the entrance of the Portal. She drew out her lightblade and took a defensive stance as Clu advanced on her with his disc raised and ready to strike.

But Flynn's voice stopped him. "Clu! Remember what you came for."

The system administrator program sneered and turned his back on Sam and the ISO. After all, Flynn was right, his true objective was the disc on the User's back. While Clu was distracted, Flynn took the opportunity to reprogram the walkway to start retracting–effectively preventing Clu from pursuing Sam or the ISO any further, and also forcing an unwilling Sam to retreat towards the Portal.

"Dad!" Sam shouted desperately, watching helpless as Clu bore down on his father.

"You knew I'd beat you," Clu snarled as he leaned down to remove the disc from Flynn's back, "and still you did all this…for him?" He activated the disc's matrix as he stood, a look of triumph on his face. But his expression faltered when the profile that appeared was not Flynn's, but the ISO girl's. He glanced back over his shoulder to where Sam and the ISO stood, just outside the portal, and saw the disc on her back. Understanding dawned, and he looked back at Flynn with a betrayed and confused expression. "No…no…Why?"

"He's my son!"

Clu raised the disc and activated it's blade edge, prepared to strike Flynn dead, but instead with a scream of frustrated rage he slammed it harmlessly into the walkway and took a running leap cross the chasm that now separated him from his goal. His fingers caught onto the edge of the separated walkway and he started pulling himself up.

"Go!" Flynn called out to his son.

"Dad!"

"Sam, it's time!" Flynn got to his feet, and glanced back behind him. The Rectifier was close, it had almost reached the open portal.

"No!" Sam cried.

"Sam, it's what he wants," the ISO girl said gently.

"I'm not leaving you, dad!"

"Take her!" Flynn urged.

The ISO removed the disc from her back reverently and held it out to Sam. Reluctantly, he took it from her grasp and raised it above his head with both hands.

"Yes!" Flynn cried in relief.

The portal began pulsing faster as it accepted the disc and prepared for transport.

In a soft whisper, Flynn bid his son farewell. "Goodbye, kiddo."

Clu tried to jump into the Portal before it closed, but suddenly he was sucked backwards, away from the portal and towards Flynn. The User had activated the Reintegration Protocol, forcing Clu to merge back with his creator. Clu's body slowly began to disintegrate, and as the distance closed between them, he became nothing more than a vague figure of glowing energy. Flynn also began to glow with a white radiance as the two of them started to merge together. He closed his arms around Clu as if he were embracing him. There was a blinding explosion of light…

...And the feed ended there in a burst of static, and Tron let out a breath he hadn't realized he'd been holding. Though he processed information at a much faster speed than any human could, his mind was struggling to accept what he had seen. He knew what the Reintegration Protocol was; Flynn had told him in confidence that it was a last resort, one he hoped never to have to use because it was potentially extremely dangerous. He also knew, conceptually, that in Flynn's weakened state he could never have survived process of reintegrating with Clu. All these facts he understood perfectly well.

No, what he found so hard to accept was the painful truth that Flynn, his oldest and dearest friend…was gone forever. They would never walk together again, never joke and laugh together again, never spend long hours talking about the future ever again. And worst of all, Tron could never explain himself, never apologize to the one person he'd cared about most and had hurt the most.

Tron could almost hear Flynn asking, in that slightly amused tone he'd always used, "You gonna miss me, man?"

Tron wished Flynn was here now to help explain in terms he could understand the growing tightness in his chest and the strong emotions he was feeling. It was more than sadness. It felt like he'd lost a part of himself he could never get back.

How he wished, in this moment, that he were human.

If he were, then he could weep for what he'd lost.