This chapter is split into two, because I can't just torture one main character. They have to get an equal share of terror:). Also, this is set on the Grid, around a week later from the last one.

I am seriously considering making Tron go through the terror of prom after Phobia 2, so if I don't get any really negative reviews on it I'm going to get to that too. I have some ideas for it and for some big action on the Grid later on, but since my prom is coming up at the end of May and as I post this my feet hurt from searching for shoes... I guess I have to write it before it doesn't let me sleep at night.

Disclaimer: I own nothing.

Please enjoy and review!

"Come on, Emily, move those feet faster!"

Tron's staff hit the air where I was a second before I ducked, and I almost couldn't stop it. After a couple of moves my staff was on the floor and I joined it. The Monitor frowned when he pulled me back to my feet.

"You aren't that easy to defeat," he said as I dusted myself off, "your mind was anywhere but at what you were doing. What's bugging you?"

I was indeed thinking about something else. Ever since we got back to the Grid I had a strange feeling of being watched that followed me around the hideout. Even the code was a bit awry, and I just couldn't shake the feeling that something was off and that there was someone or something here that shouldn't have been.

"It's just... I don't know what it is, but something's wrong with the place," I explained, "it's like someone is watching us."

Tron's frown deepened and he looked suspiciously around us.

"I thought I had been just my imagination," he growled, "but you're right, there is something..."

I saw a small form skittering around the far end of the room and gasped, pointing to where it had disappeared.

"There was something running," I hissed, "right by the rack."

"I can't see anything..."

The lights suddenly went out, our circuits' glow only reaching a couple of feet around us. Tron and I took out our Disks, rezzing our masks too, and I could see a red shimmer in one of the corners for a second before it flickered out.

"Back to back," Tron ordered and I obeyed, looking out for any threat.

"What the hell..." I started, already feeling like I was in one of Mike's horror movies.

"Shh, listen," the Monitor whispered.

A skittering sound reached my ears, too faint to notice before. The red glow appeared again and I saw a small, spider-like thing crawling in the light on four skinny legs that looked like an insect's. I gave a shriek, grabbing Tron's arm as he squashed the thing.

"What was that," I whimpered, still clinging to him in fear, "it looked like a huge spider."

"Gridbug," the Monitor deadpanned, "they're the worst pests on the Grid, causing glitches and such. And the worst thing about them is..."

Tron's words faded as he pointed to a sea of red lights to the door as the skittering sound grew louder.

"...there's never only one," he finished and I could hear fear coloring his voice. "Don't move, or they'll attack."

"Can they hurt us?"

"To put it as Yori did long ago," he said grimly, "if those gridbugs get us, we've had it. A swarm of that size can derezz us."

"Oh, shit," I squealed, tightening my grip on the Monitor's arm, right when the gridbugs swarmed toward us like a mass of metallic spiders.

I shrieked again, kneeling on the ground and rezzing a wall of white light around us upon which the gridbugs smashed like a wave.

"Will this hold up?," Tron growled, flinching as a gridbug hit the wall right in front of his eyes.

"Do Lightribbons shatter?" I retorted nervously.

"They do eventually."

"Then we have to think fast," I said, pulling up a screen, "the whole place is full of them."

"Run a debug," the Monitor suggested, keeping an eye on the pests as I worked on the code.

I checked the damaged strands of code, mending some and searching for the one I needed as the gridbugs relentlessly assaulted the wall.

"Emily, hurry," Tron hissed. "They're getting in!"

"I'm working on it!"

"Em..."

"Come here and help me," I cried, "I can't find the damn thing."

He complied, doing the same I was, but we were still unsuccessful.

"Why did you have to make this so complicated," he growled, wincing when a bug hit the barrier with a loud bang, "we're running out of time."

The barrier cracked in some places, leading me to the conclusion that we had minutes, if not seconds before it shattered.

"Scrap this," I said, running a trace. "Aha, there you are."

"Hurry, Em, they're breaking in," Tron warned.

I activated the code strand, frowning when I saw the loading bar. If the debug didn't work fast enough we were toast.

"Come on, come on, come on," I begged as the cracks spread.

The wall collapsed with the sound of shattering glass, and the gridbugs swarmed toward us. I cried in absolute terror, squeezing my eyes shut as Tron's arms wrapped around me to protect me before a whoosh and a gust of wind came out of nowhere, stopping the creepy skittering.

"We've made it," the Monitor said with disbelief, looking around us when the lights went back on, "the debug worked."

My knees buckled and I slumped to the floor, shaking badly. I felt like I couldn't breathe so I clawed at my chest, gasping for breath and whimpering weakly. Tron kneeled to my level, grabbing my shoulders and shaking me.

"Breathe, User," he ordered with a hint of worry in his steely gaze, "we're alive, we made it."

"Can't," I rasped, the world spinning around me, "panic... attack..."

Tron stopped, slapping me hard and I finally managed to get air in my lungs, still dizzy.

"I hate bugs," I hissed, "all those legs and that disgusting skittering... yuck!"

"So you're afraid of something," the Monitor mused, "I never thought you had a phobia this strong."

"Everyone has one, Tron" I replied dryly, "what's yours?"

The Monitor frowned, folding his arms across his chest.

"You won't tell me, will you," I sighed.

I got up, pulling out the screens on which we monitored the Grid. A large red mass was inching towards Tron city, and I heard Tron growl behind me.

"More gridbugs?," I asked.

"Even worse," the Monitor hissed. "Can we get visual?"

I popped the images on the screen, trying to get them clear enough to distinguish what it was.

"Wait a second, aren't those... Programs?"

"Someone took over Clu's army of rectified Sentries," Tron said, pointing to a figure clad in black with a few splotches of red light. "Get closer, I want to see his face."

I zoomed in and we could see the Program's armor and blank mask. A pixel design identical to the one on Tron's armor glowed on the stranger's chest.

"Since you are here with me and Beck's derezzed long ago," I started, "who is that? Another Renegade?"

"Not Renegade, User. That's the Stranger." Tron tapped the screen, freezing the image. "He is one of the four Programs or Users I have ever trained."

"There's Anon, Beck, me and..." I tried to remember the fourth.

"Cyrus," Tron growled. "He thought that the only way to save the Grid was by destroying it, and he almost succeeded. I thought that Beck and I had derezzed him, but it seems I was wrong."

"And he's marching to Tron City," I pointed, "how long before he reaches it?"

"Barely long enough for us to get there in time," Tron deadpanned, "we'll have to make a run for it."

I derezzed the screens with a touch, turning to face the Monitor.

"Gridbugs and armies, huh? What a day."

"Seems like the usual for our kind," he shrugged. "Let's move."

"Ain't that nasty," I remarked from behind my mask when I leaped from a ledge high enough for me to see the advancing army. "There must be thousands of Sentries marching here."

"If we can hold Cyrus back long enough we might have a chance of stopping them," Tron said darkly.

"Didn't you train him? I mean, he can't be better than you or even me for that matter."

"He beat both Beck and I and almost derezzed us," the Monitor said flatly. "He's completely mad, and a formidable warrior."

"Ouch..."

We both fell silent and I considered our options, playing with my Disk absently and tugging at the code. A memory file played of the first time I came to the Grid, when I got dragged into the Games and I fought Tron as the Rinzler. Tron stiffened when he saw his reprogrammed image holding a Disk at my throat.

"I have an idea," I started, "and you won't like it at all. Give me your Disks."

He handed me the Disks with a questioning look I ignored as I pulled the code and zoomed on a remaining area of amber corruption glowing among the white of the rest.

"What are you doing?"

"Getting the Rinzler back to the Grid," I answered, making Tron's eyes go wide with shock and pain.

"Are you crazy," he snarled, "I can't do that! You can't possibly ask me to..."

"You won't," I cut him out, "I will."

The Monitor turned even paler and I could see his hands shaking when he understood what I had in mind.

"That's viral code, Emily, you have no clue what it'll do to you."

"I have studied it, remember? I need only some aspects of the Enforcer, enough to make that glitch soil his pants. Hold these for me," I said, handing him the Disks.

I took mine, pulling out the code before splitting it into two identical sequences. Another Identity Disk rezzed under my hands and I got it, merging it to the original one to make it look like it was just one. Just like Tron's twin Disks they separated by twisting them apart, and I turned my attention back to the code. I copied the corrupted sequence and left it floating in the air while I worked on containing what parts I didn't need showing. Tron watched the delicate process wearily, shooting me a concerned look from time to time.

"It's done," I finally sighed, shrinking the sequence and grabbing it gently with two fingertips.

"Are you sure you want to do this?," Tron sighed sadly, "You have no idea what I went through while under that repurposing, and how hard it was for me to shake it off. I still get nightmares about all those cycles as Rinzler and the things I had done."

"I know, but desperate times call for desperate measures."

I paused, looking straight into his steel blue eyes. The Monitor looked really sad and worried, and I put a hand on his shoulder.

"I can do this, Tron," I reassured him, "it won't turn me into the Rinzler or something similar like it did with you. But in the case something does go wrong, please kick some sense back to me."

I carefully inserted the strand into my code and docked the Disks, launching the sync protocols. A sudden wave of pain hit me, making me scream and fall to the ground. Tron's frantic voice reached me just when another flash of agony came.

"Emily, are you alright?"

"Yes," I hissed through my gritted teeth, "I'm fine. It's just the viral code, nothing to worry about."

The pain intensified and it took me all my will not to cry as the viral strand burned into my systems.

Reprogramming commencing.

Oh, no, you don't. I sank deep into myself, putting up barriers against the virus.

Tron POV

With another blood-chilling wail the User went limp, staring blankly at the dark sky above.

"Emily," I started, touching her shoulder with a shaky hand. "Wake up."

I shook her, too scared to think about what might had happened. I refused to believe that she might have died.

"Please, User, for the love of the Grid, wake up. Please..."

No response.

I could already hear Cyrus shouting orders to his soldiers and the alarmed cries of the Programs who had spotted the army. I stood up and hauled Emily's unconscious body into my arms before running as fast as I could to the relative safety of center sector of the town.

About halfway there I heard a weak moan and Emily stirred in my arms.

"Ow, that didn't go as expected," she groaned, "but it could be worse. Put me down."

I set the User back to her feet and she ran her hands over her armor, making it change under her touch. It was still black, but with much less circuitry, everything glowing an eerie orange. I noticed that even her eyes had a faint amber ring around the usual sapphire.

"Wow," she chirped, "this isn't bad, I kinda like it."

Emily POV

I checked my new attire with a weird curiosity when out of nowhere something swept my legs from the ground and I found myself staring into very, very pissed and scared steel blue eyes.

"Ow, what was that for?!"

"I thought you had derezzed, idiot," the Monitor growled, his circuits flickering orange for a second.

That only happened when he was ticked beyond belief, and he also didn't usually swear - I don't think I'll ever forget the Slenderman prank and how the Monitor had described the game afterwards- so I guessed that I had scared him half to derezzing with my stunt.

"Um, sorry?" I said sheepishly.

"Don't ever do that again," Tron hissed, pulling me up, "or I derezz you myself. You almost gave me a heart attack back there! You could have derezzed, or worse, you could have gotten reprogrammed into a monster like the one Clu made out of me. You've had a taste of what someone with our training and who got repurposed can do, just imagine another Rinzler on the streets, with no master to pull the strings behind, and also an User! There would have been nothing left of who you are now apart from your fighting skills and everything else would be replaced by hate and anger and ruthlessness. You could have derezzed me and everyone in the Grid without a second thought if someone ordered you to do so. Does that sound nice to you, thousands of cycles of terror and murders?"

Tron was shouting by the time he finished his rant, and I knew he was half scared to death, the other half angry with me risking my life willingly with the same thing that destroyed his long ago.

"I'm sorry," I apologized, "I know it was hard for you watching me do it..."

"You have no idea..."

"... but it was for a reason," I finished. "How am I in a fight?"

"Quick, determined and you're not the kind who derezzez with pleasure," Tron answered, frowning.

"And inexperienced in real combat against an opponent such as Cyrus," I completed. "What I did was taking your memories as Rinzler, all the combat experience you had as the Enforcer, and copy it into my code. However, it was viral, and I might or might not have had to fight the Rinzler so he wouldn't take over."

"And you succeeded?"

"I'm not trying to derezz you right now, am I," I shot back.

Tron was more than shocked, looking at me as if I had grown horns, his jaw hanging open.

"You contained Rinzler in what, five minutes?," he gasped, amazed and curious at the same time.

"It was much weaker than what Clu put in your Disks, but yes, I did."

The Monitor shut his mouth with a snap, shaking his head in awe.

"I struggle with it for a thousand cycles and she shrugs it off in five minutes," he said with a short laugh. "So, what's your plan?"

"We'll make it up on our way there, but the main idea is that I meet Cyrus and scare the living crap out of him, giving you enough time to strike him down."

"And how in the Grid are you going to accomplish that?"

I grinned, rezzing my mask and striding away.

"I'm a User," I smirked, "I'll improvise."

Tron POV

While the User did her thing with Cyrus I went on organizing the city's defenses. Weirdly enough, nobody questioned me when I shouted orders to the Programs, putting them where I saw fit to block the advancing army and protect Tron city from the invasion.

"...And get those crates to the barricade, before joining the others at the gate," I commanded to a male Program who seemed to be the leader of the makeshift defense force.

"Yes, Renegade," he saluted, hurrying to do what I told him.

The Program, Zorn was his designation, approached me as I was ushering some scared Programs to their homes, asking if I wanted to help with defending the city. He believed I was the Renegade and put me in charge of organizing the scattered groups.

Another Program came running in the square and motioned Zorn to come.

"There's a Program fighting Cyrus by the main gates," the scout panted, "she looks like the Rinzler."

Zorn frowned before turning to the young Program.

"She? Wasn't Rinzler male?"

"Yes, but this one's clearly female, Sir," the Program wheezed.

"Is it one of ours, Renegade?," Zorn asked.

"Yes, she is," I answered.

"She'd better be," the scout added, "or she's going to derezz us all, the way she moves."

"You might know her, Program," I told Zorn, "I have a feeling you've met before."

"Look, that's what I was talking about," the young scout cried, "that's the Program."

Emily was running as if all the demons of hell were chasing her, with her mask still on but cracked in several places. The User leaped over the barricade, landing in a low crouch before jogging in our direction. When she came to where we were I could notice a faint limp and that she was clutching her right side. Zorn and the others yanked out their Disks preventively, glancing suspiciously at the amber circuits on Emily's armor.

"What happened?" I demanded, "did you beat Cyrus?"

"Do I look like I did?," the User retorted, flinching when she set her weight on the wounded leg, "that piece-of-scrap-code is too damn strong."

"I told you," I growled.

"I did manage to wound him, though," she added, "almost severed his Disk arm. He has to use his left now, and he's not as good with it."

Emily noticed my tense companions and she waved her hand.

"Stand down, Zorn, I'm on your side," she said, "I thought I might find you here."

"Identify," the Program warned, his Disk ready to strike and the User sighed, derezzing her mask and letting her circuits fade to their usual white.

"What a way to greet old friends," she chastised.

"Enyo?"

"The one and only," she laughed before turning to me. "Nice job on the defenses, Renegade, but I doubt they'll even slow Cyrus down."

"I did what I could," I replied dryly, "what did you find out?"

"First," the User counted, raising a gloved finger, "he's ugly."

Zorn and the scout stifled a laugh and even I had to admit that she had a point. Cyrus' face and body were covered with circuitry, making him the only one other than the ISOs to have marks on his skin.

"Second, he has got upgrades: speed, stamina, and he's impossibly strong."

Emily let out a low snarl, looking down at the slash that went from her hip all the way to her armpit.

"That glitch tossed me like I was a toy," she spat, "but I have noticed where those came from while he was busy mocking my... What did he tell me? Ah, my 'masquerade suit'."

"Condense it, Enyo," I ordered, "get to the point."

"The point is he fought with one Disk but he had another one docked. I think all his upgrades are in the docked one, and if we manage to break or steal it we have a chance to defeat Cyrus."

"Watch out," someone shouted from the rooftops, "they have tanks!"

A bomb hit the barricade, blowing it up before another went over our heads, smashing into the blocks. The explosion destabilized the code, sending some pieces hurling in the air and derezzing a couple of Programs while leaving dozens more injured.

"Renegade, take the girl and move," Zorn cried, "you are our only hope of defeating this madman. We'll hold them back."

I grabbed the User's arm but she wouldn't budge, staring at the place where the bomb hit.

"We have to go," I said, trying to pull her from where she stood frozen.

"The explosion destabilized the code," Emily snapped, "if I don't do something the building will collapse and derezz them all."

She wriggled out of my grasp and sprinted to the block with me on her heels. Emily dodged a stray red-lit Disk and I managed to catch her.

"We have no time," I snarled, "let's go!"

Emily looked up right when I heard a low rumble and I followed her gaze.

"Too late to run," the User whispered as the building crashed on top of us.

A stray piece of rubble smashed into me, nearly missing Emily and with a flash of pain I succumbed to darkness.