Ok so I realized, much much much love to XxCheshireGrinxX!, that I may have rushed things a smidge. So I wrote this to kind of ease the transition between CLU and ZOE. Hope you enjoy and I apologize for the weirdness. =)

TRON was working her hard and ZOE enjoyed the challenge.

"Stay alert. Don't let your defense distract you from your attack." He explained. ZOE nodded and took a deep breath, steadying herself in front of him once again. TRON leapt and she blocked him, swiftly gliding around his body. Her disc jutted out at his abdomen but he caught her in time.

"Better." He panted. Her speed was increasing and ZOE knew she was pushing TRON as much as he was pushing her. "Again."

TRON swung at her and she ducked, popping up and thrusting an attack at his head. He blocked it and shoved her back with his disc. Her stance remained solid and he charged her. ZOE deflected several close swings, concluding with their discs locked in a stalemate. TRON chuckled, his face only inches from hers.

"Good." ZOE smiled weakly, straining against his weight as they pressed on each other. Then TRON backed away, his eyes sparkling. "Very good." ZOE grinned.

"Thank you." TRON approached her quietly, closing the space between them. His gaze warmed ZOE's chest and she felt her cheeks tingling. He'd taken a special interest in her, practicing with her alone several times. TRON looked into her eyes and ZOE felt her heart flutter. Her face reddened and TRON blinked, broken from his trance.

"Your stance could be more fluid." He suddenly said, pushing lightly on her shoulder. ZOE shifted her foot to regain her balance, his criticism, not the shove, taking her by surprise.

"Bend at your knees and flow with the blocks. You're too rigid." Her smile evaporated but she nodded. He was right.

"I think it suits her." A voice interjected. TRON's eyes lifted and ZOE turned.

CLU walked out of the dark border of the room, his hands clasped behind his back. His face was gentle and teasing, resembling the creator the most since she'd met him. ZOE allowed herself to smile slightly, pleased with the compliment. TRON stepped forward, his shoulder appearing in her line of sight.

"It's not a matter of good or bad." He retorted. CLU chuckled. ZOE knew the two didn't see eye to eye on many things, but she'd lately felt trapped between them.

"Then why change it?" CLU asked with a light laugh. ZOE liked CLU. He'd always praised her skills. The first day she'd fought, the creator had made a point of telling her CLU had pleased with her performance. 'CLU was very impressed.' Had been his words. Now as she stood behind her teacher, she wished TRON would show her the same confidence.

"It's very aggressive." TRON said. ZOE snapped out of her head.

"Precisely." CLU purred, lowering his voice to a delicious bass. ZOE fought a shiver. His praise made her tingle and his presence was starting to evoke the same response. TRON shook his head.

"It's a game, CLU. Not everything is about control." CLU grinned, turning his eyes to ZOE.

"Sure." TRON didn't move from her side as if he felt the need to protect her. CLU smiled at her, locking onto her with intensity like never before. He normally said very little to her directly, but his demeanor was different today. "Flynn is asking for you in the I/O." CLU added, keeping his eyes on ZOE. TRON tensed. ZOE knew he didn't want to leave her alone with CLU and her stomach tightened at the idea. She'd never spoken to CLU without TRON near.

"Of course." TRON finally said, turning back to face her. "Come, we will continue later." CLU stepped closer.

"I'd like her to stay." He said. The words sounded friendly but ZOE knew they were a command. TRON was the older program, but CLU was the true authority. Without much of a choice, TRON nodded, his back to CLU. He reached out and rested an open palm on her shoulder. The skin heated at his touch and she smiled.

"You're improving well." He murmured. ZOE dipped her head.

"Thanks to you." TRON smiled and rubbed his thumb back and forth over her suit. These subtle touches had increased since the first battle and ZOE secretly celebrated each one. Then he released her and left the room without glancing at CLU's dangerous grin. When he was gone, ZOE folded her hands and looked quietly at the floor, unsure of what to say.

"You don't need improvement." CLU spoke, breaking the silence. ZOE's head shot up, a look of confusion on her face.

"I can always learn from TRON." She whispered. CLU chuckled.

"TRON could learn from you." He purred, taking a few steps closer. ZOE's face warmed at the compliment.

"I am what he taught me." She answered, blushing deeper when he shook his head and neared.

"You are more." The words sent chills down her spine and her face tingled. He side stepped her and circled. "Your attack is swift. Your base is solid." ZOE's pulse sped. Then his voice was very close, hovering over her ear. "And your defense is ruthless."

Ruthless.

ZOE's breath caught in her throat. She was dizzy from his compliments. He'd single handedly done what TRON never did: indulged her need for ego. CLU circled back around to her front, his face drifting only a foot from hers. ZOE searched for a word, anything to say to him.

"It's just a game." She murmured, her voice breathy. CLU smiled.

"Not for you." He backed away slowly, leaving her dazed. "I look forward to the second battle." He called back to her as he disappeared from the room. ZOE felt her pulse slow and she fought to steady her breath.

She had to win.

I hope you liked it. =) Can't promise I won't change it again. I want to do this story right. Leave me a comment.