Author: Lelia gabrielle3_98@yahoo.com

Fandom: The Matrix

Pairing: Neo/Smith

Category: First Time, Slash,

Rating: NC-17

Warnings: Non-con

Summary: Smith thanks Neo for setting him free…

Spoilers: Shouldn’t be any.

Archive: Ask and ye shall receive. Also my site when I get the chance to update it as it’s been a while.

Notes: My first Matrix piece, though not my first fan fiction. This is one of the bunnies that hit me and hit hard. I realize it is quite similar to another fic that was recently posted, but I thought mine was different enough to stand on it’s own and as it was already halfway finished, so I didn’t change anything in it. I think it’s ok. Hope you think so too. Enjoy.

Disclaimer: I don’t own them…*sobs*

Thank you’s: Thank you to my beta, Lizzie! You are the best!

***************************************************

"Mr. Anderson," Smith drawled, stalking toward him. "I'm going to enjoy watching you die."

Neo gazed back unflinchingly at the Agent, who stood confident of his victory over the human before him. Glancing to his left, Neo was immediately reassured to see the devastated phone booth where Trinity had stood just moments before, empty, with its phone still dangling from the hook. She had gotten out.

But for Neo, escape was not going to be so easy. He turned his attention back to the imminent threat that stood just a few feet away from him. There was a loud cracking noise as Smith rotated his neck, popping it sharply back into place.

Neo eyed him warily, bringing both of his hands up into a defensive position. If it was a fight Smith wanted,that was exactly what Neo intended to give him. But the Agent made no attempt to rush him and simply stood where he was, regarding Neo quietly. The darkly tinted glasses gave no indication as to what emotion – if any - might lay in the depthless eyes behind them.

*What is he waiting for?* Neo wondered. He nervously shifted his weight from back to front. And risked another glance at the shattered booth. There was no way for him to get to the phone in time –assuming that it still worked - and hang it up to wait for it to ring. No. His exit was gone and the only way out appeared to be straight through Smith.

Their confrontation was suddenly interrupted when a man emerged from the subway tunnel in the back of the station. With a hat drawn down over his face and the collar of a ragged winter coat as high up on his neck as it would go, he appeared to be trying desperately to keep from being noticed. Where he had come from, Neo could only guess. Though the man was probably another derelict that called the subway’s darkened corridors home. Most likely, he was a friend to the vagrant Smith had morphed into just minutes earlier. The man stared at them in bewilderment, coming to cower behind one of the subway station’s many graffiti-stained columns.

But Smith had seen him anyway, and before Neo could cry out in warning, the Agent closed the short distance between them and seized the man up by the shoulder, lifting him off of his feet and high into the air. Smith's right hand plunged down into the man's sternum as he screamed and writhed in the Agent's strong grip.

Neo watched in stunned disbelief as a dark glistening metallic liquid began to ooze from the fatal wound, winding it's outward until it completely consumed the man dangling from Smith’s outstretched fingers, changing him into something else entirely.

In horror, Neo realized that what he was now looking at was an exact replica of the Agent that stood before him.

Another Agent Smith - somehow he had found a way to copy himself.

In an almost gentle manner, Smith released the second Smith – Smith Two, Neo decided to call him for his own clarification - and lowered him to the ground, carefully brushing the dirt from the otherwise perfectly groomed lapel.

Identical pairs of shaded eyes came to rest on him.

"I'd like you to meet my new counterpart, Mr. Anderson," Smith said, the corners of his mouth curving up into a tight smile.

The Agents glanced at each other then turned back to him.

"Me," they exclaimed simultaneously.

"Oh, shit," Neo said softly, taking a step back.

Both of the Smiths laughed.

Dealing with one Smith was bad enough; the thought of dealing with more than one was almost terrifying. Now was definitely not the time to try and fight. It was time to run. Neo pivoted on his left foot, intent on doing just that, but as he turned he came face to face with one of his adversaries. How had Smith gotten behind him so fast?

The Agent grabbed his shoulders and spun him around, twisting his arms behind his back, effectively immobilizing him. He struggled fiercely, but was unable to break free. The second Smith’s grip tightened in response to his efforts and Neo was unable to prevent the sharp cry of pain that escaped from his lips.

"We’d hate for you to leave us so soon, Mr. Anderson," The original Smith said, walking over to them. "We were just getting started."

"Why don't you just kill me and get it over with?" Neo spoke through gritted teeth. He couldn’t stop himself from cringing slightly as the Agent moved closer. There appeared to be no way out of this. Neo hoped whatever Smith had planned for him would be quick and painless … well, he could hope couldn’t he?

Smith placed his hands on his hips and arched an eyebrow. "And ruin all the fun we could have first?"

*Wonderful,* Neo thought. *A program with a sense of humor.* Though his mouth went dry at the thought of exactly what form Smith’s ‘fun’ might take. He didn’t know that he truly feared the Agent, but he certainly knew that he didn’t want to die. Since being freed from the Matrix, he’d only just begun to live.

"But you just said-"

"Do you have some pressing appointment, Mr. Anderson?" The Smith behind him interrupted, surprisingly warm breath tickling Neo’s ear and raising the hairs on the back of his neck. "Then please stay for a while and let's chat, " he added when Neo didn’t reply.

Chat? That was the last thing Neo intended to do, even if his silence ended in death and considering who it was that he was facing, that was the most likely scenario anyway. Well, so be it. He would rather die than put Trinity or anyone else on the Neb in harm’s way.

"I will tell you nothing." he was amazed at the calmness in his voice – a calmness he didn’t actually feel.

"And I will not break."

"I expected no less from a mere *human*," Smith replied, scathingly and shook his head. "But, that really doesn’t matter right now."

His brow furrowing in confusion, Neo wondered if he’d heard that correctly. Since when had it not mattered to Smith that he got his hands on Morpheus, or the codes for Zion’s mainframe?

"Then what do you want from me?" Neo asked him completely baffled.

Taking off his glasses, Smith leaned forward and tilted his head to the side, bringing his face impossibly close to Neo’s own. "Don't you know?" the Agent whispered, clear blue eyes staring at him intensely.

"K-know what?" Flustered by the Agent’s proximity, Neo heard his voice crack. He had no clue what Smith might want from him other than ripping his body limb from limb, which he knew the Agent would relish, nothing else came to mind.

Smith made a clicking noise with his tongue. "My, my. You humans can be so obtuse." He sighed and straightened, his hands going up to the tie at his neck, adjusting it. "You set me free, Mr. Anderson." The smile on the Agent’s lips turned deadly. "And I’m here to thank you for that."

"What-?"

Without warning, Smith grasped Neo’s collar, yanking him forward and pressing stern lips down over Neo’s in a hot open-mouthed kiss.

He almost choked as the Agent’s tongue thrust deeply inside his mouth, licking over teeth and gums, leaving no crevice unexplored.

"What the hell are you doing?" Neo spat, wiping his mouth off on his sleeve when Smith let him go. Absently he licked at his lips, which still tingled from the unexpected kiss.

The Agent grinned; his teeth gleaming eerily in the half-light of the poorly lit subway station. "Why, I’m *thanking* you, Mr. Anderson," he explained patiently, as if speaking to a small child.

"Are you crazy? You’re a program!" Neo sputtered incredulously.

Smith regarded him quietly for a moment then replied. "I’m not sure exactly what happened, but you see when you set me free I became something else, and all I could think about…was *you*."

Neo was mortified to feel a wave of arousal wash over him as Smith took a step back toward him. He put up a hand to ward the Agent off. "Wait a minute, you can’t-"

"Do not fight it Mr. Anderson-" Smith Two spoke from behind him, tightening his grip.

"It is inevitable," Smith finished and grasped Neo’s chin between thumb and forefinger, digging his nails sharply into the side of Neo’s face. The Agent’s lips sealed over his own, stifling his cry of protest while a questing hand slid down to cup him with startling familiarity through his thin pants.

Neo gasped in surprise and put his hands to Smith’s chest, attempting to push him away, but Smith was built like a rock, and impossible to budge. Caught between the two of them, he did the only thing he could think of and bit down, hard.

Smith fell back with a cry, releasing him and holding a hand to his mouth, more startled than hurt. The distraction was momentary, but it was all that Neo needed. He lashed out with a devastating kick aimed at Smith’s jaw. The Agent’s head snapped back with the impact and he stumbled, nearly falling, as Neo quickly brought his elbow down into the ribs of the Agent behind him.

But the other Smith was ready for him and simply absorbed the blow, seemingly unaffected by it. The Agent’s fingers tangled in his hair and Neo yelped when his head was yanked back painfully.

He watched wide-eyed as Smith slowly stood, wiping a smudge of dirt from his face.

"That wasn’t very nice Mr. Anderson," he reprimanded, barely suppressing the anger in his voice.

"Fuck you!" Neo snarled, no longer caring if he invoked Smith’s wrath. He simply wanted to be free of all of this. Struggling furiously with the Agent behind him, he missed the knowing look the two of them shared.

"That’s the idea," Smith replied sardonically, reaching out and shoving a hand down into Neo’s pants. He wrapped fingers around Neo’s sex, grasping it firmly. Between the hand in his hair and the one now threateningly encasing his cock, Neo didn’t dare to move.

"Try not to be so hasty and do that again, Mr. Anderson. It would be most unfortunate to have to damage such a delicate piece of your anatomy." To facilitate his point, Smith gave Neo’s cock a light squeeze.

Neo’s breath caught in his throat. "Bastard!" he breathed.

Smith smiled widely at him. "You have such a wide range of vocabulary, Mr. Anderson."

Not liking the situation he was in one tiny bit but being unable to do anything much about it, Neo decided to switch tactics. "Please let me go," he pleaded, wincing inwardly at the pathetic note that entered his voice.

"Not until I get what I came for," Smith answered him flatly.

"But what is it that you want?" Neo cried.

"You, Mr. Anderson… I want you."

Neo’s eyes widened at the possessive look that passed over the Agent’s features and suddenly he knew without a doubt as to Smith’s intent. "No." he whispered, attempting to step back, forgetting what Smith held in his hand and only succeeded in pressing himself closer into the Agent behind him.

Smith saw the fear in his eyes, and it caused the Agent’s smile to widen even more. The hand inside Neo’s pants began to move up and down.

To his shame, he felt his body respond to Smith’s touch. *This cannot be happening*, Neo thought fuzzily as his traitorous organ twitched in the other’s hand, and wished that he could be anywhere else but here. Anywhere, but in this filthy subway station, about to be completely devoured by two Agents – or rather, the same Agent - and attempted to ignore the fact that his cock was all but jumping out of his pants at the very idea. But he knew it was all too real as lithe bodies pressed sinuously into him from front and behind - their combined weight giving him no inkling of escape from the sensual assault.

Neo twisted and turned, trying to pull away as the second Smith’s hands roamed up and underneath his long-sleeved shirt, dragging it high enough to expose the creamy flesh beneath. Sharp electric shocks of pleasure shot through his body and down to his groin when Smith Two pinched and pulled at his nipples while the Smith in front of him bent down to gently nip and suck at his jaw line. He was unbearably hard now, and couldn’t suppress a moan when a thumb brushed lightly over the sensitive head of his penis spreading the fluid that was leaking from the tip.

"S-stop. Please." Neo heard himself beg as he tried to catch his breath, but his plea went unheeded as the hand around his sex began to stroke him faster.

Smith Two’s tongue flickered out and licked a trail of fire along Neo’s throat. The Agent’s sharp teeth sank into his tender flesh and Neo whimpered, fighting to keep his footing as his legs sought to come out from under him.

A hand slipped around his waist, supporting him and keeping him from sliding into a boneless heap onto the ground.

Neo knew he should fight - knew he should try and escape, but it was too much. What they were doing felt too good. He let his head fell back, coming to rest heavily on Smith Two’s shoulder, and closed his eyes, throwing all caution to the wind.

Smith’s attention moved from Neo’s chin and neck to his chest as the Agent methodically worked his way down his captive’s body. Neo found that his shirt had slid up even further now allowing the Agent access to his taut nipples. Smith laved the hard buds with equal attention, bathing them thoroughly and worrying them with his teeth. Warm wetness trailed a line of intense heat down his chest and Neo gasped when a tongue dipped lightly into his navel. He raised his head, astonished to find Smith on his knees and tugging on the fastenings to his pants. Immediately, Neo tensed.

"Easy," Smith murmured, running a hand soothingly along Neo’s flank. "We’re not going to hurt you…" The Agent drew the smooth material over his hips and down to his ankles, freeing his swollen member. Cool air brushed across his skin and Neo felt his cheeks burn as his stiff sex bobbed eagerly within inches of the Agent’s nose. Smith looked up at him with what Neo could only describe as a smug expression and teasingly brushed a thumb along his length.

"I’ll believe that when I see it," he managed to choke out, feeling his entire body tremble at the Agent’s touch.

"I think you talk too much, Mr. Anderson," Smith told him then promptly swallowed him whole.

Neo gave a hoarse shout when Smith engulfed him. The Agent’s tongue worked him steadily up and down while the Smith behind him snaked a hand down to firmly grip the base of his cock, holding Neo steady for his counterpart. Neo moaned loudly, wanting to thrust himself further into Smith’s mouth, but he was unable to shift his hips. Two hands rested on his pelvic bone holding him in place and Neo’s entire world narrowed down to the region between his hips. Smith’s tongue went lower, the tip grazing across his scrotum. Neo’s testicles shifted in response to the pressure, and Smith followed closing his mouth over one - sucking softly. Neo felt the gentle mouthing down to his toes, and it set his nerves on fire. He groaned in protest when Smith pulled back, but the Agent merely turned to the other orb and sucked it into the warm chamber of his mouth. Gently, he kissed his way back up Neo’s shaft, ending with a long, slow swipe across the weeping tip. Smith sucked and tongued the tender flesh beneath the tip, and Neo tossed his head from side to side, restless and needy. He craved more, wanted to feel Smith’s mouth surround him again.

Unconsciously gripping the Agent behind him, he dug his hands into Smith’s thighs as the pleasure increased. Smith Two didn’t complain and buried his face in Neo’s neck, placing light feathery kisses all over the smooth flesh.

Neo couldn’t believe that this was happening; Smith was down on his knees giving Neo the most incredible blow-job of his entire life. It was Smith that his body was responding to, making him feel this way. He was unable to help himself as his hands moved down to weave through the Agent’s dark hair and pulled him closer, silently urging him to do more.

Smith relented and closed his mouth over the head of his shaft, holding it for a moment before increasing the suction. More of his shaft slid into the Agent’s mouth and Neo thrust his hips upward, but Smith’s hands held him firmly in place, refusing to relinquish control. Neo groaned in frustration.

The Agent’s mouth took him in farther and farther, building the rhythm slowly as the suction increased. With his breath now coming in huge gasps, Neo threw his head back, feeling his blood singing through his veins, and the Smith behind him took the opportunity to seal warm lips over his own in a fiery kiss. Neo was surprised to find himself leaning into the touch and he returned the kiss just as eagerly. A perfectly groomed nail scratched over his nipple, scraping sharply along his nerves and down into his spine. It settled in his balls, which tingled signaling the approach of his climax. He moaned into the Agent’s mouth.

Neo knew he was going to come. He felt the orgasm building from the tips of his toes and to the top of his spine. Opening his mouth in a soundless scream, he tipped over that precipice as his release washed over him-

"Holy *shit*!" Neo swore. He sat up in bed, body drenched with sweat and sporting a raging hard on. <[>

Completely disoriented, he rubbed the sleep from his eyes, glancing around the empty cabin. He was in his bed back on board the Nebuchadnezzar. The entire thing had been nothing but a dream. Groaning, Neo fell back against the makeshift mattress. Soft light filtered in under the doorway illuminating the room, and drew his attention to the large bulge under sheet. He reached under the covers, desperate to relieve the pressure, and firmly grasped his cock in one hand.

Biting his lip in concentration, he pulled at the hardened shaft with quick long strokes as his mind took him back into the dream he’d just had. He closed his eyes, and pictured Smith down on his knees before him the Agent swallowing his aching sex to the root.

As his hand began to increase its speed, Neo slipped his other hand down over his flat stomach to tug at his sac, then back up again to tweak an erect nipple. His fingers tightened their grip ever so slightly as his breathing became deeper, and he moaned. A few short strokes, and Neo was coming hard, crying out Smith’s name as warm seed spilled out over his hand and stomach.

Content, he lay quietly for a moment, then reached over to the table beside the bed and grabbed the first thing he found lying there. He cleaned himself off, wrinkling his nose in distaste at the sticky mess. It took him a full minute to realize that what he held in his hand was one of his own shirts. Damn! He’d ruined another one and there were so few in supply. If this kept up, he’d be running around the Neb naked before they could return to Zion. Chuckling at the thought of what a sight that would make, he started to get out of bed, wanting to wash his face and hands, when it suddenly hit him.

He’d just had a wet dream, and not just any dream, but a wet dream featuring his worst enemy -Smith. What the hell was he thinking? Oh, he had always been attracted to men more than women, but surely the fight earlier with the multitude of Agents had to be at the root of all this. He couldn’t possibly be attracted to the Smith…could he? Even now, he could feel a tickle of doubt settling into the back of his mind. Smith was handsome in a strange kind of way, but the Agent was dangerous and he hated Neo with a vengeance.

*No*. Neo shook his head. Smith would kill him just as soon as look at him.

But why else would he have an erotic dream about the guy? When you really got down to it, Neo couldn’t say that he *didn’t* find the Agent attractive because if the truth were to be known, he was attracted to Smith, and had been ever since they’d first met. When Smith came to his place of work and had taken him in for interrogation, before Neo had met Morpheus, before he’d discovered the truth about the Matrix.

Now, Neo found if he examined everything more closely, he felt like there was something drawing him to Smith. But it was something that he couldn’t yet explain. Though he suspected his dream Smith may have hit on the answer when it had been mentioned that the change happened during their confrontation in the hotel. When he’d gone into the Agent and believed him to be destroyed.

After finding out that Smith had survived, it almost seemed to Neo as if they had taken a part of one another with them that day. As though there were a part of him that resided within Smith and now some part of Smith existed inside him, and their recent encounter had brought that link to the surface. It made sense. Smith himself mentioned they had a connection. Maybe he could feel something of it too, in his own way, and that was why all the *real* Smith could do was obsess over Neo just as his dream Smith appeared to do.

Neo rolled over and groaned. Following this line of reasoning was making his head spin and just envisioning the Agent with his long, lean frame and trademark arrogance was causing him to become hard again. The guy wasn’t even real! He was a program for chrissakes. How could he be so entranced with a program? Shaking his head, Neo adjusted himself and willed his growing erection to go back down. Thank goodness Trinity was on watch with Link, otherwise he would have had a lot of explaining to do. Thoughts of Trinity brought with them a fresh wave of shame and guilt, and Neo buried his face in his hands, rubbing at his eyes tiredly.

Realizing there was nothing more he could do this night, he threw the soiled shirt off of the bed and yanked the covers down, sliding back under the comforting sheets. Threading his fingers behind his head he stared reflectively at the metal ceiling above him, He couldn’t help but wonder what would happen the next time he encountered Smith inside the Matrix. Heaven help him if Smith ever found out that he desired him. Neo didn’t know for sure how the Agent would react, but he was pretty sure that Smith would still kill him. The Agent’s hatred knew no bounds. Neo couldn’t avoid him forever. In order to free Zion, eventually he *would* have to go back into the Matrix and face Smith. The Agent’s words spoken into his ear as he’d been held down echoed mockingly back at him ‘It is inevitable’ he’d said….and it was.

With that last thought weighing heavily on his mind, Neo turned over and closed his eyes attempting to drift off. Even so, it took him a long time to fall into a restful slumber.

Finis