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"We may not have found Kevin Flynn, but Flynn lives in all of us who want to believe in him."
―Roy Kleinberg
Roy ram
Roy Kleinberg
Biographical information
Aliases Popcorn Co-Worker (original designation)
ZackAttack (pseudonym)
Ram (nickname)
Status Alive
Physical description
Gender Male
Hair Color Brown
Eye Color Blue
Other information
Functions ENCOM Lead Programmer (1977-1990)
Programs Ram
Allies Alan Bradley
Kevin Flynn
Out of universe information
Actor Dan Shor
Appearances TRON (as "Popcorn Co-worker")
TRON: The Next Day

Roy "Ram" Kleinberg (aka ZackAttack) is a minor character, initially billed as "Popcorn Co-Worker" in TRON and later appearing at greater length in TRON: The Next Day, with the revelation that he had been a major figure in the Flynn Lives alternate-reality game. A former ENCOM computer programmer, he wrote the actuarial program Ram and later co-founded the Flynn Lives movement. He was portrayed by Dan Shor, who also portrayed Ram.



Popcorn coworker

Kleinberg was one of ENCOM's first programmers, joining the company in 1977.[1]

By 1982, Kleinberg had already written Ram, an actuarial program for "a big insurance company," and was working in a cubicle adjacent to that of Alan Bradley. When Bradley went to Ed Dillinger to complain about being blocked from Group 7 access, Kleinberg asked for some of his popcorn, annoying Bradley further.[2]

Flynn Lives movement[]

Kleinberg rose to the position of lead programmer at ENCOM, and was given the nickname "Ram" by Kevin Flynn, whom he met after Flynn's rise to power in the company (unbeknownst to Kleinberg, Flynn had been befriended by the young programmer's visually-identical actuarial program in the computer world and was deeply affected by his inability to save the original Ram from derezzing). However, Kleinberg was made redundant from the company in 1990 after it was plagued by problems stemming from Flynn's disappearance the year before. Publicly, he stated that he was at peace with being laid off, complaining that he'd "[known] it was over when they brought the cubicles back" and saying that being fired was probably the best thing that ever happened to him. In private, however, embittered by the company's quick acceptance of Flynn's disappearance and the change in direction that its executives had taken, he adopted the pseudonym "ZackAttack" and secretly founded the Flynn Lives campaign. He had hoped that Flynn Lives could gather enough data, and spread enough of the legend of Kevin Flynn, to make the world a better place or even uncover the whereabouts of the absent ENCOM CEO.


Roy in his "ZackAttack" persona.

Despite enormous efforts of the clandestine organization, Kevin Flynn was never found and Roy soon became despondent. By the turn of the century, Flynn Lives itself had largely fallen silent. Then in 2009, Sam, the orphaned son of Flynn, made an appearance that would reboot all that Flynn Lives stood for, and Kleinberg resumed his campaign with as much vigor as he ever had. Over the course of the following year Flynn Lives made itself a thorn in ENCOM's side, with "ZackAttack" taking an active role in decoding the data-packed hard drive that one member had smuggled out of Flynn's old office and organizing events such as the disruption to ENCOM's Space Paranoids conference (with warnings to Flynn Lives members not to "freak out the keynote [speaker]", Alan Bradley, because unlike the rest of the corporate suits for whom the movement had expressed antipathy in the past, Bradley was "one of us"). The movement flourished right up until the fateful day when Sam Flynn gained access to ENCOM Tower on the eve of the release of ENCOM's latest operating system and uploaded the brand-new OS to the web -- practically on the heels of the movement's side-channel attack initiative and a mysterious page sent to Alan Bradley's pager from the disconnected phone at Flynn's Arcade.

With OS-12 leaked for the world to download for free, ENCOM's scrutiny quickly turned to the breach in security and the group that had plagued their corporate empire for so long. As day broke, the shocking news of Sam Flynn's sudden move to claim leadership over the corporation, and lack of any word from his contacts at ENCOM, only served to make the situation even more worrying for Kleinberg. Fearing exposure as news channels announced the start of a Justice Department investigation into the movement, he hastily began to dismantle and abandon his campaign, racing down to his basement hideout to destroy twenty years worth of evidence of his corporate espionage and recording a heartfelt video-message for the millions of Flynn Lives members who had aided the search. He was about to wipe the incriminating hard drive when he was interrupted by the arrival of Alan himself.

TTND Roy Kleinberg

Roy Kleinberg in 2010.

Alan coaxed Kleinberg out of wiping the hard drive and then proceeded to reassure his friend that everything was okay. With Sam moving to take control of ENCOM, and Bradley established as the new chairman, there would be a significant amount of restructuring to follow. Alan then challenged Roy to return to ENCOM, asking him to think of himself as "ENCOM's moral compass." Kleinberg, unwilling to forgive the company so easily, asked about the status of the old board; once assured that Richard Mackey and his ilk were out and that Alan was keeping an eye on Junior, he accepted, telling "Tron" to sign him up. Alan replied that it was good to have "Ram" back. Packing up the hard drive again, Kleinberg accompanied Alan out the door, asking mischievously why he thought Flynn had given Alan the cooler nickname.[1]

Personality and Traits[]

Kleinberg is edgy, bright, dogged, and loyal, with a wry sense of humor and the skill and resourcefulness to run an underground movement and maintain a secret identity online for two decades. His devotion to Flynn's cause and gratitude to the millions of activists who contributed to the quest are apparent both in his posts on the Flynn Lives forum and in his final message to the movement on the day it was disbanded. In his last thread on the forum, posted a couple of days after Alan received the page from Flynn's Arcade, he referred to the movement as "like family to me."

As ZackAttack, Kleinberg maintained ties to the online gaming community; his ease of movement in and affection for that world is evident in the TRON Marvel posters in his lair, the advertisements for his Arcade Aid business ("Our technicians understand your need to climb a cube-shaped pyramid filled with snakes, and we want to help you reach the top."), and in the trivia game he released to the Flynn Lives forum, which also showcases his detailed knowledge of gaming history and quirky sense of humor. His basement lair, plastered with posters, clippings, and schematics and packed with information in every possible mode of storage, reflects a pack-rat mode of organization first seen in the crowded cork-board adorning the visible portion of his cubicle wall in 1982; though he cleans up nicely for interviews, his preferred mode of dress is far more casual. In contrast to Alan Bradley's businesslike lifestyle, Kleinberg exemplifies the off-the-wall, bleary-eyed night-owl hacker/activist who thinks nothing of holing up in cyberspace for days on end or spending Thanksgiving with a TV dinner and an online mission.

Kleinberg was quick to condemn ENCOM, as an organization, for its excesses and selfish policies, and carried a grudge against the board which at times amounted to schadenfreude, though this may change with his return to the company. His friendship with Alan Bradley, who had secretly funded Flynn Lives, strongly parallels Ram's loyalty to Tron, though he was not beyond demanding answers to his concerns about the future of ENCOM and of the movement before acceding to Alan's offer of a new job.

Though Kleinberg, like many, idolized Kevin Flynn's visionary genius and apparently knew him well enough to acquire a nickname from him, he did not appear as openly distraught about Flynn's situation as Alan, who seldom discussed the man, either in person or under his forum identity, without an outpouring of personal grief. Kleinberg's endeavors shone a light on Flynn's legacy, but he was willing to accept Flynn's son as the appearance of hope for the future and to focus, in Flynn's absence, on the clues he'd left behind and the timelessness of his message.

Kleinberg continues to enjoy popcorn, keeping a bowl of it, fairly fresh, among the clutter on his basement desk.


  • Ram, Kleinberg's program, said that he "worked in a big insurance company." This may seem like a continuity error, as Kleinberg was working at ENCOM at the time, but it's likely that Ram was dispatched to the insurance company after being written at ENCOM, while Kleinberg remained behind.
  • In TRON 2.0, another ENCOM co-worker asks about having some of Alan's popcorn; a reference to the character.
  • In TRON: The Next Day viral, Alan is seen to grab a handful of Roy's popcorn, in an inside joke and nod to the original Popcorn Co-Worker scene.
  • The Popcorn Co-Worker was reportedly named in the script as "Walter Disney" in reference to Walt Disney. The name of Roy Kleinberg was revealed in the TRON: The Next Day viral video, released to coincide with the Blu-ray and DVD release of TRON: Legacy.