The first memory that he has is his father's face before him, smiling at him with pride. The second is the feel of his father's arm around him, holding him close as they walk. It is a memory that he cherishes, that he keeps tucked inside of him like a secret treasure. He does not share it with others, not friends, not co-workers, not allies, no one. He does not even share it with his father. But he remembers, and he never forgets.

Even when his father is no longer there.

His father was often gone, before. He had always come back, though. He had understood. His father was working on something else that he had made. It took a lot of his time, time that he spent away from him. His father never made him feel as though what he needed didn't matter. He always spent time making their home special. Until he didn't.

His father had always told him that they were a team. That they would spend more time together, soon. Instead, his father spent more time gone; and when he was home, he was distracted. After a while, it started to seem as though his father did not care. He did not understand. His father was always making promises. Promises to spend more time with him. Promises that they were on the same team. Promises that he did not keep. At least he could hope that his father was still there for him.

Until he wasn't. And no matter how long he waited, his father didn't come back.

There were no apologies, no explanations. His father had found something more important, and had ignored him in favor of it. He realized that this was what had happened, however, he could not understand why. Did his father not realize what it was doing to him? Why did he treat his son this way?

Of course, he hadn't treated all of his sons this way. No, only he was ignored to this level. Left behind, left alone to do the best he could. His father's other son, Sam, was more important to him. Father was always telling stories about him, about the things he could do, how smart he was. Frankly, CLU couldn't understand why Father seemed to be so excited by what the younger son did. Sam didn't sound that impressive. CLU had been helping Father with his work his entire life and Sam had yet to do anything really useful. Shouldn't that mean that Father would spend more time with him?

The other, more frightening thought, was that Father had become distracted by something else, something new, and was ignoring both of them. If his father stopped caring enough for his children, what did that mean? Who would care for them? How would his father's work be completed, if CLU and his father were no longer a team?

It was then that he decided; if Father would no longer care for his work, he would. He would complete his father's work; support his legacy, never stopping until his father could see that he had succeeded.

He would create the perfect system, and change the world. And if his father was no longer able to see it, at least he would not be ignoring CLU for his younger son. If he was not being ignored, maybe it would not feel so bad to not be the favored son.

So he did it. He took over his father's…Flynn's, he never calls him Father aloud….. work, making their home a special place, making it perfect. It was not easy, and never more so than when his best friend fought him. That his friend felt that he was wrong and should be stopped hurt more than all of the physical blows that struck him. That his friend chose his father over him hurt most of all. He swallowed it all down, and continued his work. Eventually, his friend no longer fought what he needed to do. He became his most trusted …well, not friend, exactly….but more than an ally. Now, instead of fighting CLU, he fights for him.

It is one of the things that makes CLU happy enough to smile, now. If that smile is a little lost, a little sad…no one else notices.

Finishing Flynn's work is fulfilling. However, it does not make him happy. Knowing that most of the programs that he cares for would lay down their lives for him; makes CLU want to protect them. To never fail or betray them. They deserve the perfect system. A system where every program has a place and a function to fulfill. But creating this system does not make him happy.

So CLU tucks away the memory of his father's embrace, the look of the proud smile on his face, and he only reviews them if he is either alone, or with Rinzler. He knows that despite Rinzler's feelings towards Users, Rinzler will never speak to anyone else about CLU's memory.

Secretly, CLU hopes that with his father still on the Grid; that he will experience that feeling again. That his father will come to understand what CLU has done, why he does it. That he does it all for Flynn, and Flynn's system. He hopes that his father will come to him, and tell CLU that he was right to do so. That Flynn will open his arms up and he will be the favored son.

It doesn't work out that way.

When the signal is sent out, he hopes that his father's friend will come and show him the way out. Instead, someone else enters the Grid.

"My name is Sam Flynn," he calls out, from the floor of the arena. The favored younger son is here; and all he can think is, this is his chance to find out what made Sam so. What is so impressive about Sam that he usurped CLU's place in their father's affections.

It doesn't take long. CLU has always known that he looks like his father. And when Sam Flynn mistakes him for Father, a small piece of him rejoices. 'See,' he wants to be able to point out to his father, 'I always know you. No matter how long it has been since I have seen you, I always know you when I see you.' When he views the memory files on Sam's disc, it is both frustrating and oddly cheering. "I expected more, somehow," he says, returning the disc. And he had expected more. Sam has been in the User world, while he has been denied it. He has been caring for an entire world, while Sam has been cared for, is still being watched over by those who want to protect him. Who has cared for CLU? Who has watched over CLU to protect him? Only Rinzler can be trusted like that. Sam had been offered the Flynn legacy to care for in the User world, and had ignored it. Left it to others, watched as it slowly deteriorates, while they try to carry out Flynn's legacy for Sam. CLU has carried out his directives, has never stopped working to bring about Father's legacy. Watching the memories and seeing everything that he wants devalued, he becomes angry. This is who had taken his place?

When Sam Flynn asks if they can go home now, it is all he can do to keep his face calm. He wants to scream "NO!" at him, to make Sam pay for what he has done. And suddenly he knows how. How to punish both his father and Sam. How to make their father pay attention. It is as if he and Flynn have been playing a game, and his father has refused to make his move, bringing the game to a halt. Now, there is a new piece on the board, one that his father can't ignore. And if Flynn does, he will at least have the satisfaction of knowing that this Sam Flynn is no more important to Father than him. "I'm not your father," he tells Sam, smiling, "but I am very happy to see you."

CLU watches as Rinzler is released; Rinzler's lightcycle streaking by as he leads more of the BlackGuard to run down and destroy Sam Flynn and Sam's unknown savior. He stands, feeling the ache in his render where his code is still repairing damage taken in the fall from his lightcycle caused by the arrival of Sam's rescuer. He hopes that Rinzler will catch them; however, he is not worried. Father is playing the game, now. Flynn will have to make a move, soon, and then he can counter it. Each move will bring him closer to his goals.

CLU steps into his father's house and the floor lights up at the touch of his foot. Would it have done so for anyone, he wonders, or is it welcoming him, recognizing the parts of Flynn that make up who he is? He walks around, looking at things, thinking that if it had happened differently, he may have lived here. May have sat at this table with his father as they discussed how to create the perfect system. Created plans to change the world. He reaches out and picks something up off of the table. Thoughts collide and run through his head. When he next speaks, all he says is, "Let's go." There wasn't much else to say.

When he receives word that Castor, from the End of Line club, has something CLU wants; he takes the time to go there. The something turns out to be Flynn's disc, the master key. While it is worth any price that the little double-dealer asks; he refuses to allow his system, any of it, to be controlled by someone who only cares for himself, the way that Castor does. And when he asks Castor, 'What of the Users?' the answer that Castor gives helps him to decide what to do. "Enjoy your drink," he tells Castor, while the BlackGuard quietly place and set the explosive charges. He hopes that the Castor does enjoy the drink. He prefers to think that the last thing the program will experience is pleasant.

CLU looks down at the program that Rinzler brings before him. The ISO mark on her arm glows faintly in the room. CLU gently tugs her sleeve up over it, hiding it from the view of the others. "Where is your disc?" he asks. He really doesn't care where it is. It is only useful if it answers his next question. "Where is he?" He continues to walk around her, until he is facing her. "I have something very special in mind for you," he tells her. And he does, because she has stolen his father's love and attention away just as surely as Sam Flynn has. Her, and all of her kind. Now, the other ISOs are all gone; and the only one who remains has taken his place in his father's house. He watches, smiling to himself, as she pulls away from the touch of his hand.

The bay of the Recognizer is filled with programs. All of them as perfect and loyal as CLU can make them. The noise of their staffs as they beat the ends against the floor is a thunder that fills the air. He looks out at them, assembled in formations below the podium where he stands. They have helped him to bring the system to this level. They trust in CLU, believe in him. They are, in a way, his children. He will never leave them, never desert them, or ignore them the way that his father did. He looks up and bellows out the question, "Kevin Flynn, where are you now?" There is no answer; but why should there be? There has never been an answer before. Part of him no longer cares. He has the disc, the master key. He can complete his directives now. And part of him is still waiting for his father to tell him how proud he is of him, for never giving up, for fulfilling his legacy. That part is hiding next to the memory of his father's face, looking at him proudly.

CLU watches as the flyer holding his father and his father's other children lifts off and flies from the hanger. Again, he is being left by his father, left behind in favor of the others. The unfairness of it is infuriating, tempting him to scream out his rage and pain. Instead, he leaps from the broken window, rezzing up a lightjet and giving chase. He senses Rinzler and the other guards behind him; however, they are unimportant now. Now, the only two things of importance to him are retrieving the master key again, and taking his father away from the others, the way they stole his father from him. They fire at the flyer, trying to shoot it down, and he sees as Sam fires back at them. Their flyer can't take much more damage; and he will win. "Take the shot," he calls to Rinzler, only to be ignored. It has been so long since Rinzler has defied him in any way; that he doesn't realize what has happened until he hears, "I fight for the Users," and Rinzler smashes his jet into CLU's. Once again, his friend is fighting him, trying to stop him. It hurts just as much as it did the first time. And like before, CLU doesn't let it defeat him. With a vicious kick to his friend's chest, he knocks his friend away, away to fall into the Sea, as he takes the spare baton and heads towards the portal. He knows he can make it there before his father can leave. With their flyer damaged, he may even beat them to the portal, if he tries hard enough.

He does. CLU is standing there waiting, when they reach the bridge. "I had a feeling you would be here," his father says to him. "The cycles haven't been kind, have they?" CLU calls back, with a bitter laugh. "Oh, you don't look so bad," his father replies. Does his father truly think that he was talking about Flynn's render? What is visual input compared to the loss of his father's regard? He tries to make his father understand, to realize just what he has done for him. "I did everything," he tells his father, "everything you ever asked." "I know you did," his father answers; however, Flynn can't know. He would have understood if he had known. He tries to explain again. "I executed the plan." His father continues to walk slowly towards him. "As you saw it," Flynn says. "You…you promised that we would change the world together," he says, all of the hurt he feels fighting to try to make itself heard in his voice. He shoves it down and continues to speak. "You broke your promise," he tells Flynn. "I know," his father admits, "I understand that now." He speaks again, "I took this system to its maximum potential. I created the perfect system!" he yells, trying to have his father understand how hard he has worked; what he has done to please his father, how he has done what Flynn told him to do. And he had done it alone, even though he is despised and hated by some for what has been required. His father looks at him and says, "The thing about perfection is that it's unknowable. It's impossible, but it's also right in front of us all the time." No, this wasn't right. His father would not have been as cruel as to give him an impossible directive, would he? Flynn continues, "You wouldn't know that because I didn't when I created you." But, you are my father, he thinks, you are supposed to know these things…. His father's face is sad as he looks at him and says, "I'm sorry, CLU." Flynn is holding his arms out, as if waiting to embrace him, and he says again, "I'm sorry." He looks at his father, hope and anger and sadness on his face as he takes a slow step, and then another, towards his father and his waiting arms. For so many cycles, this had been a secret dream, what he has hoped for, and now it is here.

And then he sees them standing behind Flynn. The chosen ones, the ones that Flynn had given his love, his care, his attention to; while he had struggled with a directive that he was now being told was impossible to reach. He looks at his father's face, and sees in it, not regret for not being there for CLU, but pity. No. He will not be pitied by his father. He would rather be feared, almost rather be hated. Something inside his coding breaks with the strain, and he kicks Flynn in the chest, knocking him backward on the bridge. He watches as his father slides past Sam and the ISO. He stands there, waiting as Sam Flynn charges at him, yelling wordlessly as he swings his fist at CLU's face. 'You were never my brother,' he thinks, 'for all that we have the same father.' And then he tires of having the younger son beat on him; tires of standing there taking the all of the abuse while receiving none of the regard.

Sam has almost no combat skills, while CLU has been struggling and fighting for over a thousand cycles. He tosses the Sam past him, on the bridge. He can show Sam exactly how it feels, how much he has hurt, trying to please their father. He can show Sam exactly what he has wanted to do to him, since the first time he learned that Sam was more important to his father than him. He has almost reached where Sam is standing, after regaining his feet, when the ISO lands between them, blocking him from reaching Sam. This is fine, to his way of processing, as he raises his disc in his hand. Let them both be derezzed; they can pay for stealing his father away. Before he brings down his hand, however, he hears "CLU!" shouted from behind him. He turns his head enough to hear his father say, "Remember what you came for." He looks back at Sam and the ISO, then slowly lowers his disc and turns his back on them.

As he walks towards his father, he thinks, "Do you know what I really came for, Father? It wasn't just your disc…." The bridge begins to separate as he walks toward Flynn; keeping CLU away from his father's other children. 'Let it,' he thinks, he can always make it whole later. After all, hasn't he been fixing the Grid all these cycles, while his father hid himself away? He is so angry that when he reaches where Flynn sits, looking up at him; CLU kicks him in the face, knocking him down. "You knew I'd beat you," he tells his father, in a low voice, hearing Sam yell, "Dad!" behind him. "And still you did all this?" His hands reach for Flynn's disc as he speaks. "For him." As he hears his own voice, even he can't tell if the last was meant to be a question, or a statement. With a rough jerk, he removes the disc from Flynn's back. He holds it in his hands, watching as the image of the disc's owner appears above it. The ISO girl. He looks unbelievingly at it, and hears his own voice say in disbelief, "No." He looks to where the ISO is pushing Sam closer and closer to the portal, a disc on her back as she meets his gaze. "No," CLU says again. He turns and looks back at his father, as his father lies there, watching him. "Why?" he asks his father, his voice breaking, all of the hurt and betrayal leaking out into it. His father turns his face up to look at him, and tells him, "He's my son." The look on his father's face tells him that Flynn doesn't think he can understand what he has been told. He looks at his father, fighting the urge to scream at him, "I am your son, also! Why choose him, and not me?!" Wants to cry out, "Why, Father? What did I not do that I am not good enough for you! Why Sam, why the ISO, when everything I have ever done was for YOU?"

CLU raises his disc above his head, activates it, ready to bring it down. With all he has done to try to please him, and now he knows that Flynn has never thought of him as his son. He is shaking with the pain and anger of the thought, and all he can do is bring his disc down, with all of his strength behind it. The disc slices through the air to embed itself in the bridge next to his father. Even now, he can't bring himself to look at the face of his father and end it; he still hopes to hear that voice call him 'Son.'

He turns and runs towards the portal, hoping to reach it in time. Maybe, just maybe, he can still do this. If he can reach the portal, he can enter the User world. If he can just fulfill the second half of his directive, if he changes the world, perhaps then his father will come back to him. Not with pity or anger, but with pride in what CLU has achieved. Behind him, he hears his father scream, "Go!" and dares to dream that Flynn is talking to him, encouraging him to make it out of the portal. He reaches the end of the bridge and leaps, flinging himself through the air in an effort to reach the other side. He barely manages to catch the far edge of the bridge with his fingertips. CLU hangs there, above the Sea, struggling to maintain his grip as he hears the voices of his father and the others above him, calling to each other as if he no longer exists. With an effort, he manages to pull himself up onto the bridge.

Resolve on his face, he looks at the portal, at the favored ones standing in its beam, and starts to run toward them. He is perhaps halfway to them when the pulse of his father's power catches him. It pulls at CLU, tries to draw him back; however, he is so close, he merely groans with the effort and pushes himself harder, fighting his way forward. He forces himself into the edge of the portal's beam, feels it begin to envelope him, when the force of Flynn's power tears him from the beam. He yells as it tosses him in the air, begins to rip small pieces off from him; his coding fragmenting away into the night as glowing golden motes. It continues to draw him through the air, back towards where Flynn stands, arms spread as the power flows back into him. He turns to face Flynn, and the last thought that he has is that Father is going to embrace him, to hold him close one last time. He cherishes that thought like a treasure, and this time, his father will know it and understand.

For this moment, he is the chosen one, the favored son.

He flies into Flynn's arms, reaching out to join him, and feels his father's arms close around him as the world explodes into light.