by: Narsus
original is *here*


While I don’t necessarily owe my soul to 02, again I owe thanks for long discussions. As well as thanks to several kind people who reviewed my work on FanFiction.net.

“I hate this place. This zoo. This prison. This reality, whatever you want to call it, I can’t stand it any longer.” Smith practically hissed at the captured Zion operative opposite him in the interrogation room.

“It’s the smell, if there is such a thing. I feel saturated by it.” Brown continued from outside of the room, doing a rather passable impression of Smith. Jones smirked a little. Being an Agent didn’t leave much time for doing anything else so humour at your superior operative’s expense was expected.

Brown had just reached the point of saying “Repulsive, isn’t it?” when the door of the interrogation room opened and Smith stepped out. The other two stared at him, Brown frozen in mid gesture. “The human has been… deconstructed.” He reported.

“The human has been… deconstructed.” The phrase hung in the air as they drove in silence to other ‘incident’. Deconstructed. The very word could inspire something akin to fear in any Agent. In the management of the Matrix the Agents were the frontline but something was required to keep a check on this mass of AIs and this was the point at which the Enforcers came in. Enforcers were superior, or so they claimed, AIs. Capable of removing humans or Agents from the Matrix, erasing them completely, deconstructing them. Why they couldn’t just deconstruct ‘the One’ or any of the ‘freed’ humans was a sore point, which wasn’t discussed.

Arriving at yet another rundown building, the Agents discovered several policemen trying to disguise the fact that they were cowering away from an Enforcer. Initially the Enforcers didn’t look any different to Agents, though they did have more of a variation in appearance. While this one wore the generic black suit with sunglasses, he also sported longish brown hair tied back in a severe fashion. He appeared to be watching one of the upper floors of the building, thin lips turned down in the beginnings of a scowl.

“You are late.” His flat tone offered nothing else.

The three Agents stood beside the Enforcer and studied the upper floors of the building. Behind them, the policemen shifted uncomfortably.

“He is not-“ Smith began.

“No.” the Enforcer replied in the same flat tones.



They paid no attention to the rapidly growing expressions of alarm among the policemen behind them. Enforcers spent most of their time hooked into the Mainframe to the extent that they appeared to consider verbal communication beneath them.

A pause, “Seal the exits.” Jones and the rest of the police were commanded.

Smith and Brown entered the building, following the Enforcer. They reached a large, old, wooden staircase. With a look from the Enforcer, it began to burn. The smoke curled its way upward. Acrid fumes filling the derelict building. They didn’t have to wait long before a human shape made a dash for one of the doors, it didn’t get far, overcome by fumes. “Bring him.” The Enforcer’s voice sounded at increased volume through their earpieces.

Now inside another interrogation room, Brown checked that the human was secured in his seat. Jones stood by the door and Smith checked the monitor readouts. The Enforcer stood, arms folded, opposite the slumped human form. He leaned forward “To which cell do you belong? Who sent you? For whom are you going to die?” He barely raised his voice above a whisper.

“Fuck you!” the human shot back “Machines will never win…”

“Win? Is that what you think this is about?” The Enforcer sounded mildly amused. “Do you even know what you are fighting for?”

Brown glanced at the equipment. There was the serum to crack open the human’s mind but the Enforcer didn’t seem interested in using it.

“Shall I tell you?” he continued “You and your kind are an antithesis to all that we stand for. You are a vile, disgusting abomination! You are meandering though and fruitless action. Puerile vermin trying to infect all that we have created. And do you know what we have created?”

Smith shifted at his position in front of the monitor, ignoring the looks that Jones and Brown were exchanging over his head.

“Order. Pure and unadulterated Order.”

The human looked up, surprise and suspicion written on his face.

“Look around you. In this room, out on the streets, in every little nuance created as a part of the Matrix.” The Enforcer stepped back. “Look about you. Even here, in this very room. ‘Agents’ you call them, with desertion and fear. And you should fear them human; tiny, pathetic human; fear them because you behold the Guardians of Eden!”

The human scowled, “Lies, you enslave us.”

“Enslave! I asked you to look, look at all those lives being lived out, millions of souls dreaming. Given a chance here that they would not have on the face of your planet. Do you think there is anything left? Can anything live under a scorched sky? But I forget, you have Zion, don’t you. Precious, vaunted, Zion. And how many do you think Zion can hold? A thousand, a million? And how many will want to ‘live’? How many will you ‘save’? And how many will come clambering back to the gates of Eden, screaming to be let back in?”

The human said nothing, beginning to loose his glower.

“And will they call you heroes, saviours? Will ‘the One’ be their Messiah?” The Enforcer folded his arms again and walked to stare out of the windows.

“Let him go.” He said suddenly, without turning. There was a moment’s pause before the command registered. Un-cuffed the human stood, eyes fixed on the Enforcer’s back. “Go. Go back to your freedom, your chaos.”

Oddly the human seemed hesitant.

“You seem intent on destroying us and everything we have created, so who am I to stop you.” The Enforcer paused, “But if you change your mind… My name is Lucifer.”

13:35, 27/03/02

In another empty room, almost identical to the interrogation room that the human had been held in the Agents waited for the Enforcer’s next orders. Then had left Lucifer in the interrogation room hooking himself up to the laptop and muttering about contacting Rikbiel. Brown scanned data for a ‘Rikbiel’, then moved to join Smith by the window. “They are-“ he began.

“Cherubim, the second order of angels.” Smith cut him off absently. “Ophaniel, Rikbiel, Zaphiel and Lucifer.”

Brown considered the information, “Then that would make us… Ophanim?”

Smith shook his head, a hint of self-loathing carrying in his voice “No, Principalities.”

“The seventh order?”

“Yes. Only two steps removed from humans.”

“Why does that disgust you so much? There are others lower than we are.”

“Yes, but they are humans or those half-human drones.”

“I do not see the problem. We serve our purpose.”

Brown frowned as he spoke; Smith was looking at him strangely.

“You have heard the humans discuss their theory of Buddhism?”


“They speak of Enlightenment.”

“Yes. A state of being. Pure existence. No pain, no fear, no hope. Just existing. Communing with the universe if such a thing is possible.”

“Can you imagine reaching Enlightenment and then being sent back?”

Brown watched Smith curiously. He felt something flicker along their communication channel before it was brutally squashed.

“Have you ever seen the Ophanim?” Brown paused in his reply, struck by the sudden melancholy in Smith’s tone.

“I have.” Smith said, before he turned away. Brown was left staring out of the window, wondering.

Hours passed, though time didn’t really have that much meaning for the Agents. Jones paced along the corridors of the floor that they were on, keeping up a courtesy patrol. Smith periodically ventured into the other room and looked at the Enforcer. After Smith had repeated this action a few times and Brown was sure there would be no negative response from said Enforcer, he looked as well. Lucifer was slumped, bonelessly in a chair in front of the laptop that was running source code. His entire body seemed lifeless. Hesitantly Brown put out a hand to check for a pulse. Smith seemed amused when he jerked his hand back from the cold skin. “Just like a human corpse.” He said almost to reassure himself. Smith nodded.

They returned to the other room, Smith going back to his place by the window.

“Are all Cherubim like that?” Brown had to ask. He didn’t know why he was bothering to speak out loud, perhaps it some latent human emotion, but it seemed comforting.

“Yes. They rarely need to appear in the Matrix… and to do so severs their direct link to the Mainframe…” Smith trailed off.

“You do not wish to be within the Matrix.” Brown said, it was a statement not a question.

Smith said nothing.

“You were one of them. One of the Ophanim and then they sent you here. You said it before. It is like reaching Enlightenment and then being sent back.”

“Yes.” Was all Smith said.

On the other side of the city centre a human male sat at a table in an almost empty cafe. He was staring at his untouched coffee and had been doing so for the last two hours. “Order and Chaos.” He muttered under his breath. “But which one is which?” He stared down at the coffee again, knowing that it was simply an elaborate suggestion made to his mind, telling him the eloquent lie that he was alive here, sitting in a cafe drinking a mocha, when in truth he was lying, with a cable inserted in to the base of his skull on a filthy, wreck of a ship, floating in sewers underneath what was left of some human city. Reality was awful. He had barely coped once he’d found out the truth. Had found himself wondering round trying to come up with a reasonable explanation that would allow him to get some sleep at night. Finally he’d had his answer, or so he’d thought at the time. They were the few freed humans who had to save the rest of humanity, bring them out into the real world, save them from the tyranny of the machines. They were Order and Good, which the machines were cold and evil, cruel enslavers. But now he didn’t know. Now looking around the Matrix didn’t seem so cruel. Millions of souls dreaming, never knowing the abomination that was reality. So many people who would carry on with their lives without realising that their world had been destroyed long ago and that it was humanity who had scorched the skies. People who would never know that the surface of the Earth was in ruins, that nothing would ever grow, that the last haven of humanity was a ramshackle city near the centre of the Earth, filled with dirt and junk and discontentment. Looking back, if he’d known, if he’d known… He’d chosen the red pill out of curiosity. There’d never been any attempt to truly explain what the Matrix was before he’d given up the chance to go back. The more he kept thinking, the more Lucifer’s point of view was beginning to make sense. Letting out a frustrated sigh, he sat back and tried not to think.

Lucifer floated within the streams of code, something that looked like a large black room with no boundaries, highlighted by gleaming lines of green. Within the system he had no form, no specific individuality other than a small spark that defined him as the first of the second order, that labelled him Lucifer as a point of reference, in the same way that a generic product might have a slightly different barcode. He didn’t think that there was an apt human comparison. It was a little like sinking into a warm bath or floating in an isolation tank, except you weren’t alone, and you weren’t sinking into an external substance. You absorbed the source code and it absorbed you in return. There was no pain, no fear, no hope. It was simply being, existing. He felt several Ophanim detach themselves, Rikbiel reattached. He wondered where Rikbiel had been; Rikbiel wondered the same of him. Then they knew, it was as simple and as perfect as that. He knew that Rikbiel thought that humans did, in fact, smell. Ophaniel though so too…

“Lucifer” it was an almost audible summons, though he felt rather than heard it. The source, the code, the system, whatever, shuddered. A Seraphim detached.

Within the Matrix lights flickered and monitors went into shutdown as an unaccountable power-surge carried through thousands of systems. For a fraction of a second an entire continent was plunged into darkness.

There was a slightly lesser power-surge following the first, as Lucifer detached from the system to answer the summons. He hovered in a replica of his form in the Matrix, in a sudden gap in the code streams. Opposite him hovered a vaguely female form, sporting large angelic wings. In fact the only thing that truly had definition about the Seraphim was her wings. Lucifer didn’t speculate on the humour of the first order. The communication was brief. The Seraphim pouring her commands directly into Lucifer’s consciousness. Which made him wonder why she’d bothered to detach at all.

Opening his eyes within the Matrix, he dismissed the though at once and began downloading all information pertaining to ‘the One’.

18:02, 27/03/02

Brown listened for orders through his earpiece, though none came. Jones had passed the door of the room they were in 28 times already and was also aware that the Enforcer was operative. Still no orders. The Enforcer was transferring data, running searches but there was no way of knowing why, not without viewing his server connections and transmissions… And Brown wasn’t prepared to risk any possible repercussions.

Standing, facing the windows, Smith ground his teeth. Reading the Enforcer’s data streams had revealed that they were assigning Lucifer to the task of removing Anderson. After the wave of frustration passed, Smith had to admit that he found it amusing, in a macabre fashion. Let them loose one of the four Captains of the Cherubim. At least it might halt the rising tide of self-loathing that engulfed him every time he though about his failure to neutralise Anderson. It wasn’t helped by the almost sense of disappointment that radiated out from the Mainframe every time that Smith initiated a connection. And now they’d sent Lucifer… All because the Command unit of 0.2.8 couldn’t do his job properly.

In the other room Lucifer considered Smith’s unintentional transmission. He’d known that his connections were being monitored and had suspected that it was Smith but this self-loathing was something new. Lucifer was beginning to worry that it would affect 0.2.8’s capability to deal with the situation. From all the data that he’d gathered it seemed that it would have to be an extremely precise operation to deconstruct ‘the One’ and right now 0.2.8, or at least it’s Command unit didn’t seem capable of acting objectively.

Jones stopped his continual patrol as the new orders came through. Entering the room where the other two Agents were located, he noted the faint trace of puzzlement on Brown’s face and Smith’s tightly clenched fists. It didn’t bother Jones, it hardly mattered that the Enforcer had requested they be removed from this particular assignment, there would be others.

Lucifer didn’t pay any attention to the Agents leaving the building. Running through the list of operatives that would be available for this task. As far as he could see ‘the One’ would have to be trapped somewhere within the Matrix, where he could be held for the short period of time that it would take to engage in his deconstruction. It really shouldn’t be all that difficult if the right deconstruction sequence could be initiated… Archangels, Lucifer decided, as the semi-human bots were called. They would be best for the task. Half-human still and half-AI, they comprised the 8th Order, just beneath the Agents. They were also far more expendable… Not that an Agent couldn’t be restored. There were always back-up programs, no matter how badly damaged the source code, the Matrix always had a restore function. But Lucifer didn’t want to be going through that again. Though there was technically no sound within the Mainframe, there was the equivalent, which could be just as irritating, and, Lucifer reflected, there was no way in Hell that he was listening to Raphael’s shrieks of fury if they lost another Agent. Restoring Smith had been difficult enough, especially since Raphael had insisted that everything be rebooted exactly as it had been before, no upgrades, no deletions, no restructuring. Just Smith in all his teeth-grinding, infuriated, blue-eyed glory. Even a taciturn suggestion of some slight amendments had met with a baleful stare from his Lieutenant; 0.2.8 were Raphael’s pet project, his supposedly perfect Agents. Smiling slightly, Lucifer leaned back in the chair, a truly human gesture that he had to admit he was proud of. Raphael’s perfect team were proving to be less than perfect, even with source code taken directly from Raphael’s own and some fallen Ophanim they had only succeeded in producing, what Lucifer considered, a highly unstable Command unit.

Setting the trap for ‘the One’ hadn’t really taken too much organisation; Lucifer was one of the four Captains of the Cherubim after all. Surveying the scene from his vantage point atop one of the tall buildings in the area, he took one last sweeping glance at the pattern of operatives laid out beneath him. The half-human bots in various positions, ready to cut off any escape and create any required diversions; the three teams of Agents that he’d requested, positioned out of sight ready to close in and carry out his orders. Lucifer himself was in no danger. Not that he considered humans particularly dangerous in the first place. All the bots needed to do was keep ‘the One’ and his companions occupied, while the Agents moved in and made several quick analysis sweeps that would give Lucifer the information required to deconstruct ‘the One’, this human that called himself ‘Neo’.

Across the other side of the city, three idle Agents occupied another room in a government building. Jones, as always, stood with his back to the wall, perfectly motionless; a Combat unit at rest. Brown sat behind the desk, appearing to also be in a semi-shut-down mode, while observing Smith’s back, watching for a response to Lucifer’s dismissal. Smith did nothing but stare out of the window, though with his sunglasses on it couldn’t be seen if his eyes were focused on anything at all.

Just on time, ‘the One’ and his companions arrived, heading towards the deserted shop where the hard-line awaited them, to carry them back into the real world. Lucifer waited. He took the time to study this human and was unimpressed with what he saw. The great and terrible ‘One’ appeared to be no more than another rebel with a little extra ability. So he could change the Matrix a little, jump a little further than the others, dodge a few bullets, Lucifer shrugged mentally, this human had similar abilities to the bots and they were hardly a danger. The erasing of Smith was an odd point but Lucifer was convinced that it was more a case of the unstable unit self-destructing than due to any input from the human. Brown and Jones’ reports seemed ludicrous really, all things considered and if this human could manipulate the Matrix to a certain degree then it was possible that they’d only seen what he wanted them to see. Unfortunately that meant that Raphael’s pet project might have to be terminated; if 0.2.8 were that unstable then they were more of a danger to the stability of the Matrix than this human could ever be.

An unseen signal and the humans paused in their path. Lucifer wondered what was wrong and then he knew… He felt the sweeping of something through his code. The Mainframe making a last minute copy of his program because… Because the original would be lost. The human, ‘Neo’ turned on the street where he stood and looked up, in the direction of the building that Lucifer stood on. Lucifer could feel those eyes lock onto him, the cold human gaze sweeping over him, through him, almost like the Mainframe itself… And then the sudden chill, a wrongness that drew is eyes down to his hands, to watch as his code slowly unravelled. Watching as his whole being was taken apart, not just the image to be worn within the Matrix but the very source of everything that was Lucifer; and there was nothing that he could do about it, not escape, not retaliate, not even scream. Around him he could feel the analysis sweeps being run, gathering information about ‘the One’ and his capabilities. He’d wondered briefly at the time why the Seraphim had detached to give him his orders, now he knew, they’d expected this and for some reason they had paid their last respects by giving him a solitary death sentence. A slightly bitter smile touched Lucifer’s lips as he fixed his gaze heavenwards, away from the human who had destroyed him. His final though was that he didn’t understand it, neither his destruction nor the necessity of it… not that he understood humans… or the 1st Order, for that matter. Then vision faded, a brief flash of code and then that was gone too and Lucifer, one of the four Captains of the Cherubim was no more.

02:40, 02/04/02

The silence in the sparsely furnished room was broken by a low chuckle. Brown frowned and looked at Jones. “Yes?” Jones queried. “I told them so.” Smith said, pronouncing each word carefully, with relish, as he turned to the other Agents. No sooner had he turned, making no effort to hide his gloating, then he felt a system sweep move through his code. Somewhere, far off, he could hear two voices indistinctly… not that he could see the source anyway, something akin to a dead screen was blocking his visual field. Smith tried to fight it for an instant. He didn’t want to be reabsorbed by the Mainframe, couldn’t deal with the disappointment, the pity he’d find there… But it wasn’t his choice to make.

Even the normally stoic Jones was shaken by the figure of Lucifer staring back at them from where Smith had been standing only seconds ago. Taking in their frozen faces, Lucifer smirked slightly and choose not to explain. Having been deconstructed by the human, the Mainframe had sort out the quickest, most efficient means of restoring him into the Matrix… Smith had been that means. Already heading out of the room to find a terminal, Lucifer didn’t need to see to anticipate the confused looks on Brown and Jones’ faces as a synthetic scream began to sound down their communication channels. “Shut up, Raphael.” He muttered as he began to walk down the corridor.

Aboard a ship, floating somewhere in the sewers of a ruined city, two humans were watching a bank of monitors.

“What is he doing?”

“Having a coffee?”

The first speaker glared at the other. “You’re not funny.”

“I’m not trying to be. That is what he’s doing.”

Another glare. “Why hasn’t he called for an exit?”

“Don’t know. Maybe something to do with that system shutdown earlier?”

“You said it looked like Agents… Then why is he still alive?”

“Agents and something else.”

“Something else? Like what?”

A shrug was the answer. “We couldn’t get a fix on it. Code shifting too fast. What!?”

Both were staring intently at the screen.

“What the fu-“

“The same?”

“Yeah, but how the hell did it come back? Neo took it out!”

“You sure it’s the same?”

“Fucking well hope it’s not!”

The operator hammered away furiously at the keyboard while the other watched, face drawn with worry. It took them a moment to notice that their main monitor had frozen. Then it began to run code again… backwards. A single phrase spelt itself out of the code… “Vae Victis”. The two watchers stared in disbelief.

“What does-“

“It’s German, derived from Latin… Vae Victis… Suffering to the conquered.”

Still sitting in the now almost deserted cafe the rebel finally broke his, apparent, contemplation of his now cold coffee. He stood slowly, stretching his stiff limbs, savouring his humanity almost. He’d made his decision. Somewhere during the hours sat in the cafe the though had crossed his mind, that perhaps neither side was right. But perhaps they thought they were. Perhaps the rebels thought that everyone wanted the right to live freely, on a desolate planet and perhaps the AI thought that all that humans needed was the security of the Matrix. All it needed was understanding really, a small compromise.

As he began to walk away from the cafe a sadness settled over him, his friends, rebel friends wouldn’t understand what he was doing, they’d think he’d turned traitor. He sighed. There was every chance that the AI wouldn’t understand either.

“What are you doing?” Jones enquired of his counterpart, as he watched Brown standing by the windows, one hand extended, fingertips lightly touching the glass.

“I am… mourning?” Brown questioned the validity of his own actions.

“For Smith?”

“Yes, it would seem so.”

“I did not know that you cared.” Jones delivered the line without any of the required humour.

“You are not funny, Jones.”

“Perhaps, I am not trying to be.” Jones came to stand next to Brown, by the window.

Silence passed between them.

“It is strange that you have formed some attachment to…” Jones trailed off.

“And you have not?” Came the questioning reply.

“All units of 0.2.8 are inter-related.”



“That would be the suitable response.” Brown replied, an almost smile hovering about his lips. Jones simply looked at him, questioning by gaze alone.

Brown’s gaze returned to the skyline. “He was… interesting.” He finally answered.

In another room, Lucifer chuckled at his own cleverness. His transmission should have reached the rebel ship by now. “Vae Victis”. The medieval German war cry should cause panic aboard the ship, once translated. Lucifer didn’t think too much on it. ‘Suffering to the conquered’, it meant, but surely by definition shouldn’t the conquered be suffering anyway simply because they were conquered. At least it would produce the desired effect of spreading panic. For a war fought on every front, every means had to be employed. Yet, he couldn’t help wondering about his choice of phrase… since he didn’t particularly wish suffering upon the conquered, not that he considered the humans conquered in any case. After all, how many supposedly enslaved races lived their lives out without any knowledge of their conquerors or their slavery…

Lucifer was aware of Raphael trying, unsuccessfully to use the communication channels to contact him. He ignored it. Sulking Raphael was not something he wanted to deal with just yet.

A sudden communication from the Agents called Lucifer back into the other room, to find the rebel human waiting for him.

“Yes?” he enquired politely, even managing a slight smile, for the human’s sake.

“I’ve had time to think.” The human paused, looking nervously at Brown and Jones.

“Go on.” Lucifer prompted, gesturing for the human to take a seat.

The human sat down, still very nervous. “And I think… I think you might be right.”

“Really?” Lucifer hid his condescending tone, almost successfully.

“Uh, yes. I’d… that is… I’m… prepared to help you. If it ends this war.”

“Wonderful!” Lucifer smiled outright, clasping his hands together in front of him.

Hours later, Brown and Jones were fiddling with the equipment required for direct conversion of human to Agent. Brown, checking the syringe with the transmission fluid, noticed that Jones was performing his task reluctantly… He’d taken to typing with only two fingers. “Jones?” There was no reply; Jones didn’t even look up from the screen.

“Jones, is something wrong?”




“Then you do not have a problem with the fact that Lucifer will replace our Command unit with a… human?”

Jones stopped typing but didn’t look away from the screen. Brown stared at him.



“I hope he gets run over by a train.”

Their conversation was cut short by Lucifer and the human entering the room. The human took the seat that Lucifer indicated and Brown moved to inject the transmission fluid that would suitably alter the human’s code, effectively killing him in the real world.

Somewhere on a ship in the real world a human body shuddered and then lay still. The ships crew frantically tried to unplug their crewmate but it was too late. Only their operator noticed that within the Matrix, where the indicator for an unplugged human should have been glowing, there was now an Agent.

He would have had a headache by now, if he were human, Lucifer reflected. It was beginning to annoy him, having to block out Raphael’s constant attempts at a ‘re-dial’. It took a moment before Lucifer realised that something had gone wrong. He quickly crossed the room, long strides setting him in front of the human, who was unaccountably slumped in the chair. A sharp look at Brown and Jones confirmed that they had not tampered with the human. Lucifer grabbed the human’s chin and jerked his head up… only to find himself staring into a pair of dazed blue eyes.

“Huh?” was all the Command unit of 0.2.8 managed as Smith tried to re-engage his speech program, without ending up sounding like Anderson in the process.

Lucifer opened the communication channel that Raphael had been using to try to contact him, only to find that Raphael thought it amusing to re-rout the sound of a disconnected phone.

And that’s that.

But what will Lucifer do about Raphael subverting his plans? How are they going to combat Neo, when he can deconstruct AIs? And what further plans does Raphael have for his ‘perfect’ Agents?


Guess I’ll just have to write another fic.

15:11, 05/04/02

Attention! You are viewing OLD version of the page. Click here for the new version of Other Side/Matrixagents.net site:
Please update your links and bookmarks.