"He's late," Clu said, staring up at the darkened sign above Flynn's building. Flynn was millicycles past his appointed time, and while construction on the Grid continued apace, certain key aspects could not proceed without the input of the Creator. Clu's eyebrows drew down in annoyance, but it was not enough to mask an underlying concern in his eyes. "...He's always late."

"Not this late," Tron countered, equally worried. "What could be keeping him?"

"He'll have some User explanation we won't understand," Clu said, and expanded a page of design specs between his hands, nudging little bits of data around with one finger. "Some flippant excuse for why we're always left hanging here without him." Clu breathed a tiny sigh of frustration out of his nose, his mouth clamped shut in a frown.

Tron gave his companion an appraising look, faint disapproval in the set of his shoulders. "...We're here to serve him, Clu."

"Negative. You're here to serve him. I'm here to build the perfect system, and I can't exactly do that if he can't even be bothered to come see it." Clu swept a redundant bit of information off his schematic, and Tron had the impression that he would have liked to pick it up and throw it, instead. "Doesn't he know we need him here?"

Clu's last question was little more than a movement of his lips, and patently rhetorical. But Tron answered anyway, because Clu's complaints set off an uneasy pulse of energy along his circuits, and because Kevin Flynn was not there to lay down the law himself. He'd brought Tron in for that, and Tron took that responsibility every bit as seriously as Clu did his directive for the perfect system. "Kevin Flynn is needed in the Users' world just as much as he is here, Clu," he said. "Maybe even more, for all we know. He's an important User, lots of other Users rely on him, and he has a little User to care for. He put us here because he trusted us to handle things without him. And I for one do not begrudge a moment he spends there. He doesn't have to come here at all. He could speak to us through I/O towers like other Users do. He could treat us like slaves."

"I thought you liked being treated like a slave." Clu closed the schematic with a snap. "Missing your old User, Tron?"

Tron's lights flared with anger; Clu's remark had hit home. "Say what you like against me, Clu," Tron said, his voice level and dangerous. "But keep your comments about Alan-1 to yourself."

Clu shrugged, the gesture indistinct from Flynn's own kind of irreverence, and opened up his blueprint again. "Whatever, man."

Tron curled his fingers into fists, then uncurled them. Clu is worried about Flynn, he told himself, probably even more worried than I am. He's just taking it out on me, he doesn't mean it, he's not intentionally baiting me. He loves Flynn as much as I love Alan-1. Clu was a different sort of program, a newer sort. His emotions were often raw, especially when it came to Flynn. Tron told himself, once again, to be patient. Clu had never known any other kind of system, he had been coded on the grid directly by his maker's hand. He didn't have the reverence that came with distance, and a perceived slight from his User stung deep. Tron only had to look beyond the belligerence to the underlying cause, to see the vulnerable unease in the rigid line of Clu's back, and his anger dissipated into empathy.

"I'm sure Flynn's all right, Clu," Tron said.

Clu glanced over at him, then up once more at the sign above the doors, and for a brief flash the fear was plain on his face. "What if he doesn't come at all?" Clu asked. "What if one cycle he just vanishes, and we never see him again?"

"I don't think that will happen," Tron answered. "Flynn always comes back."

At that moment, the horizon lit up with a single, blazing star of bright blue, and a flicker of energy swept over the sign of Flynn's arcade.

"Finally!" Clu exclaimed, his blueprint dissipating. "I can't wait to hear this explanation. As long as it doesn't take long, there's lots to do." Clu ran up to the doors to greet his User, but he checked himself at the last step.

The User that emerged onto the Grid was not the same one who had left. Kevin Flynn, when last they had seen him, was easygoing and laughing, full of ideas and swagger, master of all he surveyed. The Kevin Flynn that came back in his place was a changed man. His eyes were hollow, his face marked by some unspeakable tragedy. His clothing hung more loosely on his frame, and even the bold stripe of his circuit energy was dim. Flynn summoned a ghost of his old grin for the two programs, and then swayed on his feet. Tron and Clu reached out as one to catch him.

"Flynn!" Tron exclaimed, aghast at his friend's condition. He had seen Flynn injured, daunted, sad. But before that moment, he had never seen Flynn defeated. "Flynn, are you all right?"

Clu groped inside his jacket for a vial of energy. From the look on his face, Tron could tell that the sight of his User in such condition was deeply unnerving to him.

Flynn raked his messy hair back from his brow, and waved away the lighted vial Clu offered. "Thanks, man, I'm fine, really."

"Of course you're not fine," Tron said, taking the vial from Clu and forcing it into Flynn's shaking hand. "You look terrible."

"Yeah," Flynn said, grimly. "I guess I do."

"You're way behind schedule--" Clu began, but Tron shot him a look and he changed tack mid-sentence. "--we were starting to worry."

Flynn drank the draught of light from the vial, but Tron suspected he didn't taste a drop. When it was empty, he looked down at the vial as though unsure how he had come to have it. He was so low on energy that the dose didn't even coax a pulse from his lights.

"Flynn," Tron breathed, his throat tight with dread, "What's happened?"

Flynn looked at Tron, then at Clu, and then he closed his eyes. "...Jordan's dead."

Clu and Tron exchanged a look of shock over Flynn's bowed head.

"Your companion User has been de-rezzed?" Clu asked, uncertainly.

"No, Clu," Flynn said, with a visible effort to stand up straighter. "My wife is dead."

Clu opened his mouth for another question, but Tron cut him off with an abrupt slicing motion of his hand. "We have a lightrunner, Flynn," he said. "Let's go somewhere quieter."

"But the Grid--" Clu began.

"The Grid can wait, Clu," Tron said, pulling one of Flynn's arms over his shoulders, wrapping his arm around his friend's waist. "Come on. Drive us down to the waterside."

To his credit, Clu did not protest again, but hopped into the driver's side of the lightrunner and revved the engine.

Flynn spent the trip out of the city limits with his head in his hands, and Tron kept one hand on his shoulder the whole time. Clu stole little curious glances at the two of them, when he wasn't focused on steering the lightrunner over the rough road that went to the edge of the Sea of Simulation. Flynn intended for it to be a harbor someday, a place for information to come in from other systems, but at the moment it was nothing but black stone and liquid possibility, perched at one end of the planned outskirts of the city.

The canopy of the lightrunner slid back, and Flynn seemed to revive a little at the breeze. He brushed off Tron's hands and walked down to the shore unaided, drawing in a deep breath of the Grid's faintly-charged air. For a while he just stood there looking out over the empty space, the portal's light painting a vivid blue streak along the surface of the water.

"Place looks great, guys," he said, at last. "Really great. Sorry I wasn't around to help out. Come on, Clu. Show me what you've done while I was gone. How's the arena coming along?"

Clu tapped his panel device against his open palm. Tron expected him to take Flynn at his words, and launch into a full report of the challenges and successes on the Grid in the cycles since Flynn had been gone. But to Tron's surprise, Clu vaulted up the slabs of rock to stand beside his creator, and to rest a cautious hand on Flynn's shoulder. "Tell us what happened, Flynn," he said, and his usual blunt demeanor was tempered with confusion. "I know--I know that I don't really understand. Help me understand. Please."

Flynn's frail scaffolding of control toppled; for a moment he could only look at his Program in stricken silence. Then he caught Clu up with both arms, his fists in a white-knuckled grip on the back of Clu's jacket. His body shuddered with a helpless little noise of grief, a soft cry of anguish that was barely audible over the shush of the waves. Tron was beside them in an instant, but he was as helpless as Clu, who only then dared to reciprocate his heartbroken User's embrace. It was awkward, to be sure--Clu seemed to have trouble figuring out how to angle his elbows--but Tron had little doubt that it was sincere.

"Sorry," Flynn breathed into Clu's collar, his voice ragged. "Sorry, I just-- I can't lose it over there, man. Sam's only two, he doesn't understand what's happened, he doesn't know he's never gonna see his mom again. I don't--" Flynn choked, struggled to continue. "I don't want to freak him out more, you know?" Flynn lifted his head, looked up into Clu's apprehensive and bewildered expression, and let out a raw bark of a laugh. "So instead I guess I'm freaking you out! Sorry, man." He wiped at Clu's shoulder; the material of the program's jacket was wet where Flynn had leaned on him. "You don't know what's going on any more than he does. Here, let me sit down before I fall down. I haven't slept in two days."

Flynn settled himself on the flat plateau of rock, one knee up to his chest. The Programs went down on either side of him, slow and hesitant in case Flynn should suddenly fall over. He scrubbed his face with one hand, took a deep breath, and plunged forward with the numb desperation of a man with little left to lose. "Sorry I couldn't let you know I would be late. I haven't been able to go over to the office since--" He swallowed, and something went wrong in his face for a moment before it could be hardened into resolve, "--since the accident."

"Accident?" Clu prompted, ignoring Tron's look of warning.

"Jordan's... accident," Flynn said, with effort. Then something broke, and the words came on in a rush. "It was instantaneous, they tell me. Boom, over. At least she probably didn't--it was so fast, you know--the second her car hit the median." Flynn sucked in a rough breath. "I just bought it for her, man. Two months ago. A blue convertible, just like she wanted. And now it looks like--"

"Flynn," Tron said, but Flynn didn't seem to hear him, barreling on as though knowing if he stopped he would never be able to go on.

"I had to id her by her hands," he said, his own digging into the unforgiving surface of the rock, his voice shattered. "She was so--she was so beautiful, guys, you don't even--don't even know." And with that, Flynn put his forehead down onto his knee and didn't say anything else for a long time. His shoulders shook, and little trails of light slid down from the corners of his eyes.

Tron knew about tears, they were one of the few functions that were almost identical between Programs and Users. In Programs, the logic was a little more apparent: heightened stress to the circuits sometimes caused incidental energy loss from the eyes. In Users, it was something less definable. Clu, whose short existence had not afforded him opportunity to experience the phenomenon for himself in either way, recoiled in uneasy wonder and stared at the glimmer of liquid light on his fingertips.

"How is Sam?" Tron asked, knowing that Sam was a new User Jordan had created with Flynn, though the details of that process were sketchy to him. He did know that Users were not like Programs, who were fully operative the minute their code was complete. Users had to compile and grow before they could function independently. It took a long time, and Tron knew Sam was a very small, very new kind of User. They were precious to the Users that made them, their bond even more powerful than the relationship between Program and User. Flynn had been busy and harried around the time Sam was being written, but it was nothing compared to this.

"Ah, he's fine," Flynn said, and dragged his sleeve across his eyes. "He's not even going to remember this, you know? And that's the worst part. He won't even realize what he's lost." He heaved a great sigh, made a conscious effort to put his shoulders back with an echo of his old confidence. "I've got to hand it to your User, Tron. Alan's kept Encom in one piece this week. I just fucking fell apart, and he stepped in to cover everything. Lora stocked my fridge with enough casseroles to feed the French Foreign Legion, my folks flew in from Jersey..."

Tron didn't know what most of that meant, but he nodded encouragement. Flynn had obviously been operating around a large cache of backed-up data, and it was clear to Tron that he was doing better for having purged some of it.

"...I'm thinking I ought to have them stay here. I'll need help with Sam, and they're not getting younger. I can keep an eye on them and they can keep an eye on Sam."

"Flynn," Clu said, slowly brushing his tear-damp fingers on the ground, "Do I understand it correctly that the User Jordan has become permanently inoperative?"

Tron flinched, thinking Flynn probably wasn't ready for the unwitting cruelty of Clu's innocence, but Flynn only gave a sad smile to his program and nodded.

"That's right, Clu. It was an accident, so I guess you would call it de-rezzing. It's a different process, but trust me, the outcome feels the same for those left behind."

"And they call that being dead in the Users' world," Clu went on, a look of concentration on his face as he tried to pull this together.

"We call programs dead when they've been de-rezzed," Tron put in. "Yori thought I was, once."

"If that's the case," Clu said, his face clearing, "then you have only to recreate her code from a backup copy, correct?"

Tron put his face into his palm. "Clu."

"I'm Clu 2.0," Clu went on. "The MCP de-rezzed Clu 1.0. And you re-wrote me, Flynn." He nodded, as though he had checked his logic and found nothing wanting. "I understand, of course, that you'll need time to restore her code. We can handle things here as long as it takes. Once you're finished, we can continue again as we were. Tron's right, the Grid can wait."

"Oh, Clu," Flynn said, and Tron could tell he was genuinely touched, by the way he gripped Clu's arm and dredged up a real smile for him. "I know how hard that is for you to say, man. And I really appreciate the offer. But I'm sorry, Users don't work that way. Once a User is dead, they're dead. You can't just make another one."

"You made another one just a few cycles ago," Clu countered.

"Sam is a different new User, Clu," Tron said. "Users are all unique. It's what makes them Users."

"Users are generated by genetics, Clu," Flynn said, and Tron recognized the patient, instructional tone of his voice. "It's a pool of components based on our parents' genetic code, and from which our code is created. It determines how we look, sometimes how we behave, and our aptitude for certain skills. But even when some Users are born together with the exact same code, they're still different in tiny ways. And that's just our base structure, man. I could create a version of Jordan, theoretically, with her eye color and her height and even that perfect, perfect smile." Flynn blinked, and the ends of his lashes were spiked with tears. "But she wouldn't have Jordan's experiences, her personality. She wouldn't have her soul, man. You look like me, and I guess you probably look like Clu 1.0. But we're all unique. If I made a 3.0 Clu, he wouldn't be you. And I wouldn't want him to be. Only you are you, only Jordan was Jordan. Do you understand?"

The look on Clu's face had grown more and more dubious as Flynn went on. "That sounds distressingly random," he said. "How can you be sure you're getting the ideal components?"

"You can't," Flynn said. "We leave that up to our User. It's random, it doesn't always work, but sometimes, it's the only thing that gets us through the shitty parts of life."

Clu's eyes widened at the concept of Users having a User of their own, but Tron was less concerned. He had heard Flynn say God before, both in oath and sincerity, and knew that there was a higher intelligence to which even Users aspired. It made him dizzy to think of it, but then, Programs were made in the mold of their Users, and that included a reverence for that beyond themselves.

"It sounds like a highly imperfect system," Clu said, his lip curling a little. "No backup redundancies, no failsafe routines, just a chaotic generation of units without regard to--"

"Clu!" Tron snapped, his lights sizzling a little. "It's something we can't do."

Clu shut his mouth with a snap, but his own lights smoldered at the rebuff.

"It's all right, Tron," Flynn said, waving him down. "Organic life isn't like program life, Clu. I don't expect you to understand it just yet. Someday, maybe, when you've had a chance to meet more Users, it'll make more sense. Anyway. We've got work to do, right?" Flynn tried to stand, but his legs gave underneath him, and Tron caught him under the armpits before he could fall.

"Wrong," Tron said. "Clu and I have work to do. You're going to shutdown and recharge for a while. If you can't sleep in the Users' world, you can sleep here. We can make do on our own a little longer."

"Well, you know I'd argue with you," Flynn said, in a voice that was utterly threadbare, "if you weren't so goddamn right."

"Give me a hand, Clu," Tron said, and together they got Flynn back into the lightrunner. He was unconscious in the front seat before Clu had even finished turning the wheels back towards the city lights.

Flynn had an apartment on the top floor of his building, a kind of headquarters that gave Tron a little hint as to what Users liked for their homes. He had built quarters for Tron and Clu there as well, to have them nearby when he was on the Grid. And while he knew fully well what Programs needed, he had taken special care to include things that they might want as well. They were a far cry from the dismal holding cell the MCP had forced on Yori. Flynn had no qualms about using large quantities of energy to ensure his Programs' comfort as well as his own. The rooms Flynn made were spacious and yet unpretentious, a place to spend time with his friends, a place to relax and dream of the future of the Grid. The walls were opaque on the exterior but full of large transparent panels from within, making it look like his room was sitting open a mile above the city.

Flynn did not even stir as Tron and Clu carried him in the front door; he hung limp from Clu's arms as Tron de-configured his clothes and rolled him into the bed. Tron pulled the blanket over him--blankets being a kind of covering Users liked to sleep under--and only then did Flynn make a noise of gratitude. Tron suspected Flynn wasn't even aware they were there, lost in the rest he'd denied himself for so long.

"Users are so foolish sometimes," Tron muttered, twitching the edge of the blanket with his fingers.

"You can look after him for a while, can't you?" Clu asked, looking down at a sleeping face that only now began to resemble his own again, the pain wiped away by the welcome oblivion of slumber.

"Yes," Tron said, uneasy. "But you're not just going to abandon him while he's like this, are you?"

"I'm not abandoning anyone," Clu said, pulling a schematic from his belt. "I just want to get something finished."

"Okay, Clu, what's this about?" Flynn looked and sounded worlds better for having had a solid block of sleep, though something had changed irrevocably in his eyes, and Tron suspected his friend would never be quite the same again. At the moment though, Flynn's eyes weren't visible, as he was wearing an opaque visor across his face. Clu had said something about wanting his project to be a surprise, and that required a blindfold. Tron had tagged along because he still wasn't sure Flynn was back to full functionality, and also because he wasn't too sure about Clu's intentions for his User. Once they had arrived at their destination he understood, and even felt chagrined for doubting Clu. Flynn, however, was still in the dark, literally and figuratively.

"Here," Clu said, tugging Flynn's jacket to pull him in the direction he wanted. "Right here. Stand here. Can you see anything?"

"No," Flynn said, smiling under the rim of his visor. "Since you insisted I wear this bucket on my head. What are you up to?"

Clu glanced over at Tron, who nodded, a smile in his eyes to match Clu's own. Maybe Clu could be abrasive and arrogant, and maybe he didn't always see eye-to-eye with Tron, but he had an uncanny knack for knowing exactly what would make Flynn feel better. Probably because they were so much alike, Tron thought. Or maybe just because Clu's single-minded resolve to fix things went beyond the construction of the Grid, and on to his User's wounded heart. So long as they were unified in their desire to help their friend, Tron could overlook the rest of Clu's sometimes irritating tendencies. And Tron had to admit, he really had outdone himself this time.

There was no mistaking the eagerness of Clu's lights as he reached out and deactivated Flynn's visor, the shield folding away from his face and vanishing. Flynn blinked, disoriented, and then he stepped back in staggered awe at the view.

They were standing in a vast artificial canyon, a sleek plain of light grid enclosed in terraced walls, layers of transparent surface beneath them and spotlights stabbing fingers of brilliant blue light into the sky. It took Flynn a second just to get his mouth to shut, much less to say anything with it. He managed eventually, turning around and around in a stunned circle to see everything.

"You finished the arena!"

"I finished the arena," Clu confirmed, hands tucked behind his back, pleased note in his voice. "Do you approve?"

"Do I approve? Is grass green?"

"I wouldn't know," Clu said, but Flynn was obviously too distracted to answer.

"You even managed to make the speed ramps work?" Flynn pointed to the far ends of the arena, where colored spirals curled down into the lower levels of the racing surface. "The format for those has been bugging me for months!"

"The speed ramps, and the level exits, the inversion panels, the full-view seating, the morphing disk war platforms." Clu made a tiny little frown. "I did have some trouble settling on the proper locations for the concession kiosks, but I worked it out in the end. It's just like we planned it out. The armory below, your viewing lounge above."

"Man, I don't want to view it, I want to be on it." Flynn tore his eyes from the sensuous angles of the arena, and flung an arm around his Program's shoulders. "You did this while I was asleep, didn't you?"

"All of it," Tron demurred. "It was bare Grid last time I saw it, just a few frames of code and base circuits. We hadn't even planned to start over here yet."

"I know we talked about working on it together, so I hope you don't mind." It was apparent from Clu's face that he knew Flynn did not mind, but he had to ask anyway.

Flynn nudged a knuckle under one eye, to catch a single point of light before it could fall. "Hey," he said, a little thickly, "I'd rather race you on it than spend ten hours sorting out the tile size in the bathrooms. Is it good to run on?"

In answer, Clu pulled a case of lightcycle batons from his jacket, the white-gripped one powering up with a whine as he pulled it from its housing and handed it to Flynn. "I've done some testing, of course. But I thought you'd like the honor of the first circuit."

"I'd like it, and I'd like it better if you two were with me." Flynn pulled another baton from the case, and tossed it to Tron. "What do you say, Tron? Up for a race?"

"I don't know," Tron said, snatching the baton out of the air. "Are you up for a loss?"

"You hear that?" Flynn said to Clu, elbowing him in the ribs. "He thinks he's going to beat us."

"Not in a thousand cycles are you going to beat my User, Tron," Clu said, taking the last baton from the case.

"I will if he doesn't engage his 'cycle, already," Tron said, with an impatient gesture of his baton.

"Only one way to settle it," Flynn said. His lightcycle formatted around him with a whoosh of integrating components and shot off for the far side of the arena, leaving Tron and Clu standing on either side of his jet-wall.

"Thanks, Clu," Tron said, looking at the other Program over the dissipating ripples of Flynn's path.

"It's an imperfect solution," Clu admitted, with a shrug. "But the perfect solution was not readily apparent to me. It will have to do until something better can be devised."

"I don't think Flynn would call it imperfect," Tron said, and Clu smiled at him. In a rare moment of perfect concert, they activated their lightcycles in unison to catch up with Flynn's. The User's white lightcycle was running as hard as it could, as though Flynn sought to leave the past behind like the fading band of light in his wake. He slowed down just enough for Clu and Tron draw up alongside him and then they revved into full speed together, ready and willing to follow Flynn into whatever future lay ahead.