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                  T H E   M A T R I X   R E L O A D E D

                              Written by
                       Andy and Larry Wachowski

                                                         April 8, 1999

FADE IN ON:

Dark clouds below the inky remnants of the scorched sky. We hear  wind
as we sail, like a glider, over the black atmosphere.

We DIVE DOWN into the murkiness, through the clouds, into the   darker
world of  the dead  surface of  Earth, the  desert of  the real.   The
rotted skeleton of a massive city is sprawled everywhere. We  approach
a fissure in the Earth's crust, and as we do, we hear the   increasing
buzz of multiple hovercraft  engines. Blue flashes grow  in  intensity
from the fissure. Radio voices,  indistinct at first, grow louder   as
we approach the fissure.

                             WOMAN (V.O.)

           "Six o'clock, 300 meters. We can't outrun 'em."

                              MAN (V.O.)

    "I know. Can't tow this crate fast enough! We gotta ditch it!"

We hear the voices as though we're listening to cops through a  police
scanner. The woman is NIOBE, the captain of the lead ship, Sephora.

                             NIOBE (V.O.)

     "Can't, the core is still good. And they've got 'The One.'"

                              MAN (V.O.)

             "Oooh, our savior. Heíd better be worth it."

                             NIOBE (V.O.)

                "Shut up and make the exit. Hold on!"

The azure glow  from the  fissure  is suddenly overwhelming.  A  tight
convoy  of  three  HOVERCRAFT  explode  from  the  fissure,  traveling
nearly straight up, like a   trio of massive locomotives flying   into
the sky in tight formation,  linked together by tow cables.  The  blue
glow has  been emanating  from  the  overworked flare  drives of   the
first and third hovercrafts.  Between them, suspended by  tow  cables,
is the dark, scorched,  and sliced NEBACHANEZZER. They  rocket upward,
slowing as they reach the top of the arc.

                             NIOBE (V.O.)

                             "Woo-hoooh!"

The rush to the ground, pulling up at the last second. The NEB  flails
wildly between them.

                              MAN (V.O.)

                        "They're still on us!"

More vehicles fly from the fissure. A massive army of SQUIDDIES  pours
up onto the surface.


INT. NEBACHANEZZER COCKPIT

The NEB is slung between the two HOVERCRAFT, with the cockpit   facing
backwards.  TRINITY,  MORPHEUS,  TANK,  and  NEO,  the  former  Thomas
Anderson, crowd the cockpit. Helpless, the landscape speeds away  from
them, while a wall of red-eyed SQUIDDIES speeds to them.

It's been a mere TWO DAYS  since the realization of NEOíS POWERS   and
the defeat of AGENT SMITH. The slipstream whistles violently into  the
interior  of the  ship, and  the crew  is cold,  tired, haggard,   and
stressed beyond  belief as  they can  only watch  the action in  their
knocked-out ship.

                      MORPHEUS is on a headset.

                               MORPHEUS

                      "Niobe, theyíre closing."

                                NIOBE

                             "How many?"

                               MORPHEUS

              "Just a few. Maybe two or three. Hundred."


INT. SEPHORA COCKPIT

NIOBE, as regal as she is beautiful, sits at the controls of her  ship
with her co-pilot, a younger female. All visible dials are redlined as
they streak over the dark surface.

                                NIOBE

               "Youíve got a gift for understatement."


INT. FREEDOM COCKPIT

THE  FREEDOMíS CAPTAIN,  a silhouette  in a  dark cockpit,  is flying
blind. His cockpit is awash in the blue flares from NIOBEíS ship.

His lieutenant, a shadowy female figure, reaches for the radar screen.
As she does, we see her  bare shoulder fall into view, a  WHITE RABBIT
tattoo is conspicuous.

They switch their screens to the radar, squiddies right on their ass.

                                 MAN

       "Oh shit, weíre screwed. We gotta set down and EMP Ďem."

                             NIOBE (V.O.)

                             "Too many!"


EXT. FREEDOM HULL

A racing SQUIDDIES  reaches the hull  and latches on,  striking up its
cutting laser and ripping into the hull.


INT. SEPHORA COCKPIT

                              MAN (V.O.)

                 "Theyíre on me! Shit! Losing power!"

NIOBEíS Lieutenant, a muscular Asian woman, Circa, notes something  on
a console.

                                CIRCA

                      "Multiple bogies closing!"

                                NIOBE

                              "No shit."

                                CIRCA

                          "From the front!"

Niobe is grim faced as she peers into the sky ahead. Several  objects
are closing in fast.

                                CIRCA

                            "Are they - "

She doesn't have time to finish the question, as the oncoming fighters
launch a massive  volley of missiles.  From afar, they  look like dark
irises  surrounded by  a corona  of flame.  At first,  we can't   tell
exactly what they  are, until their  fiery trails rip  straight at the
SEPHORA cockpit.

CIRCA DUCKS as the missiles harmlessly streak by.


INT. NEB COCKPIT

A massive  swarm off  missiles blasts  by the  cockpit. The individual
warheads  swerve  at  the last  second,  blowing  SQUIDDIES apart,  or
casting them to the ground aflame.


INT. SEPHORA COCKPIT

Niobe breathes a sigh of relief. Her lieutenant looks back up to see a
wing of HOVER FIGHTERS - 'DEFENDERS' fly past their ship. Sleek,  with
huge blue flares from their engines, they're gunship fighters armed to
the teeth with missiles and laser turrets studding the fuselage.

                                NIOBE

                           "They're ours."

                         DEFENDER ONE (V.O.)

          "Hold on, folks, you're in for a little cleaning."


EXT. THE SURFACE

The wing  of DEFENDERS  makes short  work of  the squiddies.  The half
dozen clinging to FREEDOM'S hull  are picked off by well-placed  laser
shots  that  turn  the  squiddies into  curdling  balls  of  slag. The
squiddies that survive turn tail and run.


INT. NEB COCKPIT

The crew of the Neb breathe a collective sigh of relief as they  leave
the scene of aerial carnage behind them.

NEO has been gripping an oh-shit handle on the edge of the cockpit. He
relaxes his grip as their escape is clear. Their ship suddenly  enters
a cave, and starts  to descend. The blue  wash of the ship  shows rock
walls and pipes. The ships are slowing down as they descend back  into
the earth.

TANK'S shoulders drop, and he leans back into his chair.

                                 TANK

                            "We're home."

                               TRINITY

          "Well, not yet, but we're in the defense screen."

                                 NEO

                            "What's that?"

                               MORPHEUS

 "A concentric ring of defenses that shields Zion. The fighters that
              just saved us constitute the first ring."

                             NIOBE (V.O.)

                    "Neb crew, you can relax now."

                               MORPHEUS

       "For the moment, perhaps. Its still a long drive home."

                                                              FADE OUT

and

FADE INTO:

TRINITY'S  CABIN.  At  first  we  see  only  stars  twinkling, faraway
diamonds on a black velvet background. The camera descends through the
darkness, to a sunset, dark blue, as if just after sunset. The artwork
terminates in the metal ring going  around her room. It's a much  more
hospitable place than the rest of the dreary hovercraft. The  articles
she's collected during  her time in  the resistance dot  the cabin. An
unfinished sweatshirt sits on a loom. There are charcoal portraits  of
loved ones.

Softly lit, the cabin sways slightly. The NEB is still in tow. NEO  is
sitting against the wall on Trin's bed, with her curled up beside  him
with her head on his lap.

Neo canít sleep. He stares at the wall opposite him. There's a   photo
of the crew of the NEB, sans Trin, in better days. Smiling,   laughing
as they are  seated around the  table. Morpeus, Tank,  Dozer,  Switch,
Epoch, Mouse. Neo stops on the image of a smiling CYPHER. There's   an
unknown Asian man in the photo, looking withdrawn and a bit lonely.

Gently,  placing  Trinity's head  down,  NEO stands  and  examines the
photo.

                             She awakens.

                               TRINITY

           "I'll have to take that one down now. Cypher..."

                                 NEO

                          "Who is this guy?"

                               TRINITY

                                "Who?"

                    NEO points to the mystery man.

                               TRINITY

                  "That was... I... forgot his name."

                                 NEO

                       "What happened to him?"

                          TRINITY is sullen.

                         "He didnít make it."

  NEO returns to the bed and sits down, disturbed. Trinity sits up,
                              awakening.

                                 NEO

                          "Was he like me?"

                            TRINITY nods.

                               TRINITY

      "Not you, though. Like you. There have been others, Neo."

                         "Aren't you tired?"

                                 NEO

                 "No. I've never been a big sleeper."

                               TRINITY

   "I know. I used to watch you hacking without sleeping for days."

               He turns to her, questions in his eyes.

                                 NEO

                  "How many 'ones' have there been?"

                               TRINITY

                       "That's not the point."

                        NEO may not think so.



                               TRINITY

                     "You are him. Youíre mine."

                                 NEO

               "But what does it mean, to be The One?"

                               TRINITY

          "I don't know, Neo. Our mission was to find you."

                                 NEO

                           "So, now what?"

                               TRINITY

               "Now, Zion will give us a new mission."

              The hatch swings open. MORPHEUS peers in.

                               MORPHEUS

       "We're almost home. We'll need a detail. Five minutes."

                 HE closes the hatch and disappears.

                                 NEO

                        "Does he ever knock?"

                               TRINITY

                          "Not on his ship."

                                                               CUT TO:

INT. MAIN DECK, NEB

The crew grips the bulkhead and fixtures as the swaying ship comes  to
a rest. Outside, the sounds of hover engines fade away. Tank   unlocks
the main hatch, then jumps as it drops, unpowered, slamming into   the
tarmac with a resounding smash.

                                                               CUT TO:

EXT. ZION TARMAC

The tarmac  is a  busy, crowded  military airport,  with hovercraft of
different  sizes  spread  across  the  lot.  Its  housed  poorly  lit,
houses in a cave so huge  the ceiling is out of site.  Crewpersons run
around,  servicing  battle-damaged   vehicles.  Munitions  are  carted
across the tarmac on   robot rolling racks. No  one  pays the NEB  and
its battered crew any mind.

Nearby, the SEPHORA and FREEDOM  are parked. Their engines shut  down,
and their powered hatches are open. The crewmembers are spilling out.

NIOBE hurries to MORPHEUS' side, and he steps toward her, smiling, but
their  military manner  is quickly  restored, though  they can  barely
contain their grins.

                               MORPHEUS

                              "Niobe..."

              SHE shakes his hand, the shake slows down.

                                 "M."

                               MORPHEUS

                       "Thanks for the rescue."

   THEY close for a kiss, when the FREEDOM'S captain suddenly jumps
                            between them.

    It's CHOI - the NEO's supposed neighbor and hacking financier.
    Exhuberant and oblivious, he joyfully gets in MORPHEUS' face.

                                 CHOI

 "Brough, you us your asses! We saved you so hard core you don't even
                                know!"

   NIOBE smiles at Morpheus and fades back as BOOTH shouts his own
           praises. Morpheus turns to his less-mature peer.

                                 CHOI

     "So, you think you finally found The One, huh? Another One?"

  DUJOUR, CHOI'S LIEUTENANT, pushes into their conversation, looking
                              offscreen.

                                DUJOUR

          "Idiot, we helped him find him. Hello, Morpheus."

                                 CHOI

                                "Huh?"

      He looks at what she's seeing. His gaze halts on NEO. He's
  concentrating on TANK and his apparent girlfriend, who seems to be
 consoling him. He turns to see CHOI and DUJOUR, does a double-take,
                       and his jaw drops open.

                                 NEO

                                "You?"

                  CHOI is quick to resume his cool.

                                 CHOI

                     "In the flesh, so to speak."

                                DUJOUR

       "Welcome to the real world, Neo. I'm glad you're here."

                                 CHOI

       "What do you think, Dujour? Should we take him with us?"

                                DUJOUR

                            "Definitely."

                                 CHOI

                             "Morpheus?"

 MORPHEUS turns from Niobe and  a Zion officer. He addresses  Trinity,
 glancing at the others.

                               MORPHEUS

"Go on ship's liberty. Meet me in the Dead Duck at 21:00 hours, drunk
                              or sober."


EXT. ZION STREET

It's like a  valley floor running  between two gigantic  walls of rock
that are  nearly vertical,  coming together  in an  elongated archway.
Carved into the street level  are innumerable stores and shops,  above
them,  apartments and  balconies that  rise to  the top  of the  arch.
People  flow  through the  street.  Their clothes  are  homespun wool,
denim, and leather. Dyes and  color are absent. Carved into  the solid
granite  walls,  between  homes  and  around  windows  and  doors, are
intricate and beautiful carvings.

NEO is lead down  the street by CHOI,  DUJOUR, and TRINITY, and  a few
other rebels. The push through a mult-culti crowd of people,  humanity
melting into one race.

                                 CHOI

"See, man? This is home. This is the main street. One of Ďem, anyway.
       Almost everyone is a fighter. Sometimes, even the kids.

 THEY pass an outdoor workshop where youngsters are assembling small
                              machines.

                                 CHOI

 "Our energy as a people is directed toward liberation. Check it out,
                      here are some newcomers."

  A group of frail, buzz-cut androgonites pass by them. They look at
          NEO, recognizing him as one of them, a new comer.

                                 NEO

                     "Where did they come from?"

                                 CHOI

     "Energy plant we raided on our last mission. There were some
                             survivors."

                                 NEO

             "How are their minds freed from the Matrix?"

                               TRINITY

                          "With difficulty."

                                DUJOUR

                             "If at all."

They step into a club, Dead  Duck. Itís a sailor joint. Lots  of wood,
beer on tap, and rum. Crewmembers of other ships recognize the rebels,
greeting them, as they eye Neo.  They take a booth in the  corner. The
waitress arrives.

                               WAITRESS

        "Welcome home, brothers and sisters. First day back?"

                                 CHOI

                            "Yes, lovely."

                               WAITRESS

                   "On the house, then. Four rums?"

                               TRINITY

                           "Make it eight."

        The waitress smirks and leaves. TRINITY turns to CHOI.

                               TRINITY

                          "Any casualties?"

                   CHOI lights up and takes a drag.

                                 CHOI

                  "Two. Sidewinder and Left-right."

                                DUJOUR

              "I canít believe Cypher turned. Bastard."



                                 CHOI

                        "He who loses faith..."

                                DUJOUR

  "Neo, we monitored your fight. Did you really gain enlightenment?"

                             NEO shrugs.

                                 NEO

                "All I know is I kicked Smithís ass."

                                 CHOI

"Fuckiní finally, Jesus Christ. Itís about time we iced that bastard."

                                DUJOUR

               "Yeah, we finally won against an agent?"

                                 CHOI

             "I guess 1 Ďn 298 isnít a bed record, huh?"

               The drinks arrive. Tall glasses of rum.

    CHOI holds his glass aloft. They raise their glasses to toast.

                                 CHOI

                         "Live free or die."

                            ALL (save NEO)

                             "Live free."

They slam the rum back, and  slam empty glasses on the table.  NEO can
barely manage to sip his.

                                 NEO

                      "God, how do you do that?"

                               TRINITY

                     "Youíve never drank before."

                                DUJOUR

                           "Not for real."

                                 CHOI

             "You want to know what being The One means?"

                                 NEO

                               "What?"

                                 CHOI

                    "One drink and youíre toast."

                                DUJOUR


             "Neo, you know what else youíve never done?"

She glances at  Trinity, who falls  back against the  seat, turning to
suppress a smile. Choi cracks up.

                                 NEO

                               "Yeah."

                                DUJOUR

                    "Yeah, youíve never done it."

                                 CHOI

       "And virtual doesnít count, man, doesnít fucking count."

                                 NEO

                     "Well. Iíll drink to that."

                                 CHOI

                            "Here, here."

This time, NEO follows the others and slams back the entire glass.  He
coughs and sputters as his friends and bar patrons cheer him on."


EXT. MAIN STREET, ZION

The lights are dim, and only a few late night revelers stagger through
the  streets  on their  way  back home.  Walking  straight and  calmly
through the stragglers are MORPHEUS and NIOBE.

                               MORPHEUS

            "So, how do you like having your own command?"

                                NIOBE

             "Itís good. But trying. The responsibility..."

           THEY stop before the entrance to the DEAD DUCK.

                               MORPHEUS

          "You must be both mother and father to your crew."

NIOBE nods, and looks into the bar. Inside, the crews are raging drunk
and loud.

                                NIOBE

          "Who will you be now? The mother, or the father?"

              MORPHEUS peers in on the scene and grins.

                               MORPHEUS

   "As long as they donít get out of line, Iíll just be a brother."


INT. DEAD DUCK

NEO is out of it, while the others are merely comfortably in the  bag.
Heís acting like a kid who broke into his fatherís liquor cabinet.

                                 CHOI

        "So, you went back in, and you two pulled him out?"

TRINITY nods,  herself in  disbelief. NEO  picks his  head up  off the
table.

                                 NEO

                    "Kicked... kicked Smithís ass."

           CHOI eyes MORPHES and NIOBE coming toward them.

                                 CHOI

     "Hey, did you kick anybody elseís ass, Neo? Like Morpheus?"

                                 NEO

             "Morpheus? Yeah, I smacked him around, too."

MORPHEUS arrives just  in time to  hear the last  part. He stands  and
grins down at NEO.

                               MORPHEUS

                 "So, you can smack me around, Neo?"

                                 NEO

                         "Oh yeah. Anytime."

MORPHEUS taps him on the forehead. NEO blinks and falls back into  the
booth. He stands before them.

                               TRINITY

                            "Howís Tank?"

                               MORPHEUS

 "Heís on bereavement leave with his mother. Dozer was the second son
                       sheís lost in this war."

                    His comments set a sober tone.

                               MORPHEUS

  "The Nebechanezzer is out of commission for at least a month. But,
                    thatís not giving us a rest."

                               TRINITY

         "Let me guess. Weíve been ordered back out anyway."

                               MORPHEUS

 "Yes. This is another special op. Iím in command, Niobe and Trinity
             are team leaders. Neo is our secret weapon."

     FLASH TO: NEO, passed out with his mouth open on the couch.

                               MORPHEUS

 "We donít know exactly what heís capable of. He may be just tapping
his potential, or he may have already reached it. We are to learn from
                      him, as he does from us."

                                 CHOI

"Why are we always getting screwed? Not only do I have to go straight
           back into the shit, but I lose my command, too?"

                               MORPHEUS

"Youíve been assigned to this mission because youíre the best, Choi."

                                DUJOUR

 "Yeah, and headquarters thinks you might be able to whine the agents
                              to death."

                                 CHOI

 "Oh my God thatís so funny. My point is, donít we need some r-and-r?
Unwind a little? We lost two crew on the last one, you lost like five,
   right? Shit. Iím glad we found Mr. Invincible, here, but Jesus..."

                               MORPHEUS

            "You donít have to go, Choi. Volunteers only."

                               TRINITY

        "Heís got a point, M. I have faith, but why so quick?"

                               MORPHEUS

 "We have a chance, here, but the window of opportunity is brief. Our
 ships say the Matrix is already upgrading and re-coding to block our
                          entry. And Neoís."

                                 CHOI

"Fuck. Every fucking time we get another Ďone,í this is what they do."

                               MORPHEUS

                         "He is the One."

                                DUJOUR

             "You havenít lost the faith, have you Choi?"

        CHOI grabs a half-filled rum glass and swigs it down.

                                 CHOI

 "Well, these are the times that try menís souls. Hereís to victory."


EXT. TUNNEL

The FREEDOM hovers  slowly, silently, like  a submarine as  it cruises
through  the murky  depths. It  suddenly comes  to a  quiet stop,  and
descends. The engines fade out, and the vessel rests, darkened, on the
cave.

A quartet of  SQUIDDIES slips by.  We follow as  they worm their  ways
through  the  twisted passageway,  watching  as they  pass  the bubble
cockpit by mere feet.

FREEZE on the cockpit. Within the shadows we see Morpheus and Choi  at
the controls.


INT. FREEDOM COCKPIT

           They watch the SQUIDDIES fade into the distance.

                               MORPHEUS

                       "Power up. Sleep mode."

                                 CHOI

                         "Aye aye, capitano."

MINIMAL cockpit displays turn on, and the cabin remains dark.


INT. MAIN DECK

The shipís OPERATOR, a lean Asian  kid with a gaze like a  laser scan,
sits behind  NEO, whoís  sitting at  the operatorís  console with  his
hands on the abbreviated keyboard. Trinity sits with them, her feet up
as she observes.

NEO  stares  at  the  screen. Itís  a  huge  syllabus  of Matrix  code
characters. He struggles to learn the complex code.

                                 NEO

          "Ka equals 9. But reverse Ka is point-nine, right?

                             RAZOR nods.

                                RAZOR

                      "You catch on quick, man."

                                 NEO

"I know these symbols from the hacking trainer. But how come itís so
                 hard to find them on the keyboard?"

                               TRINITY

"Your brain knows what to do. But it has to associate characters with
                             your body."

                                RAZOR

"Itís muscle memory, Neo. Think of the space bar and your thumbs nail
it. Because your thumbs have hit the space bar millions of times. But
think about reverse Ďka,í and your fingers donít hit automatically hit
            the reverse key and the Ďkaí key in one shot."

                                 NEO

             "Where did these symbols come from, anyway?"

                                RAZOR

"Most of it is from the old Japanese. Itís Katakana. See, the machines
 arenít binary. No zero and one. Theyíre quantum-based, so instead of
   an open-close base of zero or one, open or closed, they use all
                    numbers between zero and one."

                                 NEO

"All numbers between zero and one. That could be an infinite number of
                              numbers."

                                RAZOR

                        "Not could be, it is."

                          NEO is astounded.

                                 NEO

            "Holy shit. How many calculations per second?"

                                RAZOR

"How many CPS? Well, thatís kind of hard to estimate. Put it this way:
 picture all the particles in the known universe. Not just atoms, but
              sub-atomic particles that compose atoms."

                                 NEO

"OK. At last count that was what, a gazillion, right? Two gazillion?"

                   RAZOR barely smiles at the joke.

                                RAZOR

  "Well, itís up there. In any case, the number of calculations per
second the Matrix can perform is greater than the estimated number of
                  particles in the known universe."

                                 NEO

                               "Woah."

                               TRINITY

  "Thatís how they have the operating power to create entire worlds
                          within their PCs."

                                 NEO

 "OK. Thatís why it looks like reality. They have the computing power
                      to create entire worlds."

                                RAZOR

                               "Right."

                                 NEO

  "So, if we hack into the Matrix, why canít we just change the code
                         while weíre at it?"

                                RAZOR

 "No, no. See, itís not that simple. The machines, the programs that
 code, create, and maintain the Matrix, the agents, they are code.
    There are different types of agents, many work unseen with no
interaction in the matrix. Then, there are the enforcers, the ones we
                         know all too well."

                                 NEO

                               "Right."

                                RAZOR

 "Well, my point is, the machines code and recode the Matrix by pure
will. Interaction with the Matrix, the physical act of being there,
 by default, allows people to change their environment - the Matrix.
            They move objects, make sound, affect cause."

                                 NEO

                           "Like reality."

                               TRINITY

  "Almost. Reality is unalterable. But the fabric of reality in the
   Matrix can be rewoven. Some can reach beyond normal cause. Their
 affects on the Matrix are deeper than average. They have learned to
change it according to their needs. But they donít have total control.
Thatís why we need operators like Razor here. But you, you go further
                         than any of us can."

                                 NEO


                                "How?"

RAZOR stands  and taps  Neoís skull.  He stretches,  grabs a  Japanese
style  wooden  sword, and,  out  of boredom,  starts  performing slow,
precise Kendo moves around the main deck as he talks.

                                RAZOR

"The equipment you carry up here. Youíre a freak. A good freak. Youíre
  neural kinetics blast past those of average humans. This, combined
   with your ability to suspend disbelief, allow you to change the
                       reality of the Matrix."

                                 NEO

                   "How did I end up as... a freak?"

             RAZOR practices the same strike a few times.

                                RAZOR

  "Good question. The Machines create people through cloning, since,
obviously, no coppertops have physical sex. Theoretically, all clones
  in the Matrix are exactly the same as when the first clones. They
         shouldnít be any different from normal, homegrowns."

                                 NEO

                   "OK, so how do you explain me?"

                               TRINITY

      "Not just you. Morpheus, myself. We were all born inside.

                                 NEO

                "Well, what separates us from others?"

                               TRINITY

"For the past 50 years or so, something has been happening to children
 in the Matrix. Theyíve been mutating, changing in ways the machines
   never predicted. Some seem to gain faster reflexes and strength.
                 Others seem to have psychic powers."

RAZOR looks up to see MORPHEUS,  hanging back as he listens. He  comes
forward.

                               MORPHEUS

  "And others are able to change the reality of the Matrix itself."

                          HE points to Neo.

                               MORPHEUS

                    "Discussing history, are we?"

                        RAZOR shakes his head.

                                RAZOR

 "Iím trying to teach this fool some programming, man. Heís stuck in
     the 20^th century. Heís got no skills, man. Without us, heís
                              helpless."

                               MORPHEUS

            "In the Matrix, without him, weíre helpless."

                               TRINITY

         "Morpheus, can you tell us what the mission is now?"

                               MORPHEUS

  "Not until we reach broadcast depth. Itís slow going out there. I
guess they know weíre coming back, so theyíre patrolling. We have time
                         to rest and ready."


EXT. MOUNTAIN TOP, LATE DAY (CONSTRUCT)

TRINITY sits alone on the tip of an impossibly high finger of rock. It
looks like it sits on the rooftop of the world. All around her, as far
as the eye can see, lie mountains. Their snow-capped peaks are pink in
the sunset light.

She looks into the sunset. Heavy thoughts weigh on her mind.

A hand appears on her shoulder. Itís NEO. How he got on the finger  of
rock is anyoneís guess.

                                 NEO

                                "Boo."

TRINITY grins slightly and pulls on his arm. There is only enough room
for one on the end of the rock, so he sits down behind her.

                               TRINITY

                      "Donít lose your balance."

                                 NEO

                     "It doesnít matter if I do."

                               TRINITY

                          "So, you can fly."

                                 NEO

                                "Yes."

                               TRINITY

                        "Do you think I can?"

                                 NEO

       "I think you can do anything you want, if you believe."

                               TRINITY

                             "Like you?"

                                 NEO

         "I donít know. I donít know exactly what I can do."

                         TRINITY half turns.

                               TRINITY

                     "Will you teach me to fly?"

                                 NEO

                       "I donít know if I can."

                               TRINITY

                      "Free your mind of doubt."

NEO stands, and steps in front of TRINITY. Heís on the very, very edge
of the rock.  He extends his  hand down to  her. She grabs  it, and he
hauls her up. Her eyes dart to the ground, thousands of feet below the
finger.

                               TRINITY

          "In this construct program, the ground can kill."

                                 NEO

                    "I wonít let you fall. Ever."

THEY look  into each  otherís eyes.  Despite the  trauma theyíve  been
through, and not even truly knowing one another, thereís a connection.

NEO suddenly backs away. He walks on the air with perfect traction, as
though heís on an invisible plane of glass. He leaves TRINITY standing
precariously on  the edge,  wobbling a  bit as  she maintains  balance
against  nerves.  She  breathes  deep,  and  looks  back  up  at  NEO,
maintaining her cool even as she eyes the spectacle.

NEO stands a few  feet away from her,  completely at ease as  the high
altitude winds ruffle his hair.

NEO extends a hand to her.

                                 NEO

"Itís not real, Trinity. Youíre not standing there. Step out. I can do
                          it. You can, too."


With one last  glance at the  infinite drop, she  steadies herself and
stares straight into his eyes. Blue meet brown. Breathless, she  steps
straight out.

She takes one step in the  air. For a breathless second, as  she steps
off the edge,  she is stable.  When she takes  her foot off  the edge,
though, she sways,  and her foot  slips, as though  sheís on a  greasy
surface bobbing up and down. She corrects herself, tries another step,
sags further.

                               TRINITY

                               "Shit."

SHE glances down, then locks eyes with NEO. Then drops like an anvil.



                                 NEO

                              "Whoops."

HE  dives down,  shooting like  a missile.  TRINITY is  calm, falling
backwards, watching NEO  come for her.  The rocky ground  looms behind
her. She makes no effort to reach for NEO as he draws close to her. HE
reaches for her with all his might.

                                 NEO

                              "Grab me!"

TRINITY makes no effort to save herself, even as collision is  seconds
away. She stares at him intently.

                                 NEO

                           "Grab on to me!"

SEEING she is doing  nothing, he goes beneath  her and scoops her  up,
Superman  style.  He  barely accomplishes  this  before  he slows  and
settles onto the rocky ground.

They are in a twilight glade shaded by the mountains.

                                 NEO

                   "What the hell were you doing?"

         TRINITY smiles slightly. Her madness has a purpose.

                               TRINITY

                         "Showing you, Neo."

                                 NEO

        "Showing me what? You nearly gave me a heart attack."

                               TRINITY

          "I want you to know how much faith I have in you."

                                 NEO

              "Oh. And this requires acts of insanity?"

TRINITY smiles. She looks him up and down. She moves intimately close.

                    "So, you really are Superman."

                                 NEO

                     "Only when Iím plugged in."

 TRINITY steps away. NEO grabs her shoulder and turns her to him. He
                              attempts a

     kiss, but she turns her face, letting it land on her cheek.

                                 NEO

                               "What?"

              TRINITY looks at him, then up at the sky.

                               TRINITY

                   "Itís not you. Just, not here."

           NEO doesnít understand. TRINITY rolls her eyes.

                               TRINITY

  "Theyíre watching us, you big dope. Do you know how horny computer
                             geeks get?"


INT. MAIN BRIDGE

CHOI,  RAZOR,  DUJOUR, and  CIRCA  are sitting  around  the operatorís
console, feet up, eating. On the screens are patchy images of  TRINITY
and NEO standing together in  the GLADE. Itís like theyíre  watching a
soap opera.

TRINITY and NEO are looking in their direction.

ON THE interface chairs, the bodies of TRINITY and NEO lay supine.


EXT. GLADE (CONSTRUCT)

                    TRINITY grabs NEO by the arm.

                               TRINITY

                             "Over here."

                   SHE leads him into the shadows.


INT. MAIN BRIDGE

THE VOYEURISTIC crewmembers collectively groan as the lovers disappear
off the screen and into the darkness.

RAZOR puts his hand on CIRCAíS shoulder and sighs.

                                RAZOR

                            "So romantic."

CIRCA calmly pats his hand and removes it, holding it in front of him.

                                CIRCA

    "Iím sure Mary Palmer will appreciate your mood more than I."


EXT. GLADE (CONSTRUCT)

IN the blue twilight shade, NEO and TRINITY kiss tentatively,  slowly,
then quicker as  they give in  to their feelings  for one another.  WE
move around them slowly, then pan into the shadows, a natural fadeout.


INT. OFFICE (MATRIX)

AGENTS  JONES and  BROWN sit  across from  each other,  a steel  table
between them.  They stare  at each  other for  what seems  like a long
time. There is a speaker phone in the middle of the table amidst  neat
stacks of file folders.

                             AGENT JONES

                      "Our defeat is worrisome."

                             AGENT BROWN

                  "As is the loss of our colleague."

  THEY ARE BOTH seething with anger. AGENT JONES grinds his molars.

                                JONES

            "We canít defeat them. You saw what happened."

                                JONES

              "We have a backup copy of Agent Smith..."

 JONES stands and walks toward the massive panoramic window. The city
                         spreads before him.

                                JONES

"A backup is not good enough. We need to upgrade ourselves to meet the
                             new threat."

                   BROWN opens a large file folder.

                                BROWN

   "Heís being rebuilt. But I have an alternate plan. Why fight the
             humans, when we can let them fight for us?"

                                JONES

 "The terrorists have learned to bend our reality in ways we cannot.
                  This was the cause of our defeat."

                                BROWN

 "Mr. Thomas J. Anderson is not unique. Over the decades, many humans
 have developed... techniques for manipulating the Matrix. Techniques
     too primitive for us to understand. Most never realize their
potential, but all the ones weíve noticed exhibiting these talents are
                           recorded here."

ANGLE ON the book as BROWN flips through. Street shots of people  from
all walks of life. Young rebels, corporate suits, junkies, housewives.

                     JONES turns on AGENT BROWN.

                                JONES

                    "Do you have anyone in mind?"

ANGLE ON the book. It stops  on a page dedicated to someone  who looks
like NEO, but with long hair and an extremely bad attitude. There  are
photos of him on  a motorcycle with a  blonde, photos of him  drinking
with his gang friends.

                                BROWN

  "Gregory Lowfield. He exhibits the traits we saw in Mr. Anderson."

                          MANíS VOICE (O.S.)

  "Mr. Anderson no longer exists. Our enemy now is the one called...
                               NEO."

                          ANGLE ON: THE DOOR

AGENT SMITH walks in, grinning. There  is a new swag to his  walk, and
his hair is longer, tied back.

                                BROWN

                       "Youíve been recreated."

SMITH flexes his arm, examines his hands, and feels his hair.

                                JONES

                      "And you have more hair."

SMITH turns to him, examines the photos on the table. They lock  eyes.
On  the same  wavelength, they  transfer knowledge  without speaking.
SMITH looks at the photo on the table.

                                SMITH

    "I know what youíre thinking. What we need is our own Neo..."

                                JONES

                         "If itís possible."

                                SMITH

                       "Iíll make it possible."

WE ZOOM in on the grainy photo of NEOís doppledanger. Quiet at  first,
growing  louder as  it grows  dark, we  here the  rumble and  roar of
motorcycles.


EXT. DESERT HIGHWAY (NIGHT)

FAR OFF  in the  distance, the  glow of  motorcycle headlights  racing
toward us. As we zoom out and focus in, they are already too close  to
avoid.  They  rip  by  us, thundering  explosions  and  men  and women
cheering.

THE pack of about ten bikers and their women donít wear helmets.  They
fly down the highway using both lanes, drinking and driving with total
abandon.


ANGLE ON the lead  motorcycle, a massive, custom-made  Harley. GREGORY
LOWFIELD, Thomas J. Anderson without  a desk job, without cares,  revs
his bike and locks  the accelerator. He hands  his beer to the  blonde
who rides behind him, then, in one swift motion, jumps up on his seat,
leaning into the slipstream.

                       The feat is IMPOSSIBLE.

HIS GIRLFRIEND,  CHANDRA, screams  at him  as she  grasps the seat and
lowers herself to the bike.

                               CHANDRA

                    "Greg, are you fucking crazy?"

                                 GREG

                       "Yes. But donít worry."

She clings to  his legs as  they barrel down  the highway. They  blast
pass a darkened cruiser.


INT. CRUISER

The cop sets his paper down just long enough to catch a glimpse of the
pack exploding down the highway, with GREGORY surfing his bike.

ANGLE ON: the radar gun. Itís flashing 125 MPH

                                 COP

                    "Holy shit. Drunk ass punks."


EXT. HIGHWAY

GREGORY is facing us as he  drops back into his seat, taking  his beer
on cue from CHANDRA. Behind them, the copís lights flare up.

                               GREGORY

              "Oh boy. Stop, stop, letís have some fun."


INT. COP CAR

WE look  through the  windshield as  the cop  drives down the highway,
calling in his  stop-vehicle report. He  suddenly sees something  that
makes him slam on the brakes.

                                 COP

                             "Holy shit!"

ANGLE THROUGH the  copís windshield. The  ten bikers, with  GREGORY at
their center, are  parked in the  middle of the  road, looking at  him
casually."


EXT. ROAD

THE cruiser comes to  a stop mere inches  from GREGORYíS leg. The  COP
bursts out of the door.

                                 COP

                    "What the hell are you doing?"

                               GREGORY

 "Weíll tell you when to stop, little man. Not the other way around."

                                 COP

                               "Fuck."

HE DIVES back into his cruiser, reaching for the radio. GREGORY  pulls
a huge silver .44 from his jacket and FIRES. The cruiserís antenna  is
blown off at the  base, and the nine-foot  whip flips onto the  ground
with a metallic clang.


INT. CRUISER

The COP is  lying half-on the  seat, taking cover.  The handset relays
only static. He reaches for his gun, but is frozen by Gregoryís voice.

                               GREGORY

  "Donít try anything stupid, man. I gotta bead on your donut-eating
                                ass."


EXT. CRUISER

                 The cop comes out with his hands up.

                                 COP

                       "Whaddya want with me?"

                               GREGORY

"I donít know. I just thought Iíd find out what you wanted without you
                shooting at me. So, what do you want?"

THE COP is a tough one. Far taller than GREGORY, muscular and serious.

                                 COP

                      "Youíre all under arrest."

THE PACK explodes with laughter. GREGORY walks up to the policeman and
circles him, keeping the gun pointed in the business direction.

                               GREGORY

 "This is your lucky day, officer. Weíre gonna give you a night off."

CHANDRA walks up to him. Seductively, she hands him the bottle of hard
liquour.

                               CHANDRA

                               "Drink."

WHEN  he  pauses,   GREGORY  places  the   gun  against  his   temple.
Reluctantly, the big cop starts to gulp down the alcohol.

GREGORY lowers the gun. He and CHANDRA return to their motorcycle.

                               GREGORY

                    "You never even saw us, man."

                               CHANDRA

                          "Keep the bottle."

THEY start their bikes and are gone, like ghosts, into the shadows  of
the road.

                                                               CUT TO:


EXT. BEACH

A CAMPFIRE blazes only a few  feet away from the high tide.  A billion
stars shine overhead as GREGORY and his biker gang, including the cop,
sit or  lie around  the fire.  A few  people are  still awake, and one
picks drunkenly at a guitar.

GREGORY stands,  throws a  blanket over  his shoulder,  and scoops  up
CHANDRA. They make their way into the dunes.


EXT. DUNES

GREGORY  and  CHANDRA  lie  on  the  blanket,  staring  at  the   sky.
Inexplicably, GREGROY holds a hand toward the sky.

                               GREGORY

                       "Which one do you want?"

                               CHANDRA

                    "Any one. It doesnít matter."

WITH his hand pointed lazily at the sky, a single star starts  glowing
stronger  and stronger.  It vibrates,  then fades  suddenly and  comes
loose from the sky, and becomes a meteorite, burning across the sky.

        CHANDRA draws closer to him, enraptured by his power.

                               CHANDRA

                     "How do you do it, Gregory?"

                               GREGORY

   "I donít know. Sometimes it feels like... Iím reaching beyond the
                               world."

HIS hand drops and his head turns. He sits up, startled by something.

                               CHANDRA

                            "What is it?"

            GREGORY holds up a hand for her to be silent.

                               GREGORY

                 "They found us. Canít you hear it?"

                               CHANDRA

                    "What? I donít hear anything."

                               GREGORY

  "We can only rebel so long. We can only push until they will hit
                                back."

                               CHANDRA

                     "They? The Men in Black?"

CU on GREGORY. In the distance, the faintest sound of a helicopter can
                      be heard, growing louder.

                               GREGORY

                      "Fuck! Get to the bikes."


EXT. CAMPFIRE

GREGORY bursts over the hill, holding hands with CHANDRA as they  run.
Heís only had  time to through  on his boots  and boxers and  grab his
.44. Chandra is  dressed only in  her underwear and  Gregoryís leather
jacket.

                               GREGORY

            "Wake up! Get on your bikes and fucking ride!"

HIS gang burst to their feet. They scramble through the dunes, heading
for their bikes.

A HELICOPTER, seen only by itís massively strong search lamp, and  the
wind from its  rotors blowing sand  everywhere, flies up  and over the
dunes, buzzing the running pack, blowing some off their feet.

GREGORY mounts his bike and CHANDRA jumps on back. WITH A WAVE OF  HIS
HAND, all  the bikes,  his included,  drop into  neutral and  rev into
start. Their  headlights blaze  as the  helicopter returns,  joined by
another.

                         CHOPPER LOUDSPEAKER

       "THIS IS THE POLICE, STOP YOUR VEHICLES AND SURRENDER!"

SUDDENLY, automatic fire sparks from the unseen helicopters. A  bullet
trail stitches its way  across a pair of  bikers, sending them to  the
ground as the helicopters fly overhead.

GREGORY cranks down on the throttle and his bike explodes ahead.


EXT. HIGHWAY

THE pack splits  up in two  directions as the  distant choppers circle
back. GREGORY cuts the lights on  his bike and follows the highway  by
starlight.


INT. HELICOPTER COCKPIT

TINNY RADIO chatter fills the  red-lit cockpit over the steady  hum of
the  engines. The  nose of  the chopper  points to  the ground  as  it
focuses on GREGORY and CHANDRA, who are ripping down the highway.

CU on the cockpit instruments, centered on the airspeed indicator. The
needle is pushing to the max, going through 150 knots.

                             PILOT (V.O.)

                   "Holy shit, heís outrunning us."

                                                               CUT TO:


EXT. HIGHWAY

GREGORY is pasted down to the  tank of his bike with CHANDRA  gripping
him for her life. The slipstream pulls his lips open and tears  streak
from his eyes as his bike redlines in fifth gear. The helicopters grow
smaller behind them. They break chase.

CHANDRA looks back and sees the lights turn away. She screams over the
wind and the roar.

                               CHANDRA

                           "Theyíre gone!"

               GREGORY is staring down a dark highway.

                               GREGORY

                          "Canít see shit."

HE turns the headlights  back on, just in  time to see a  ROADBLOCK of
heavy duty military trucks. In front  of the trucks is a sandbag  wall
manned by soldiers. The trucks are flanked by police cars. And if  one
looks closely enough, they  can see a pair  of AGENTS standing to  the
side.

THE stunned soldiers have time to fire off a couple shots as they  run
frantically to get  out of the  way of the  bike, 800 pounds  of metal
flying at 150 miles per hour.

GREGORY  plows  into the  sandbag  wall, directly  between  two parked
trucks. The wall parts in  an explosion of sand and  sandbags. THEYíRE
THROUGH, but the bike scissors  uncontrollably, until it rolls and  we
drop into bullet-time.

AS the bike goes  over, we watch from  the side as GREGORY  dismounts,
grabbing CHANDRA as he  steps over onto the  safe side of the  bike. A

massive shower of sparks bursts and trails the bike. It tumbles like a
bullet  falling  through syrup,  and  GREGORY keeps  walking  over the
rotating surface, using  the bike to  protect him and  CHANDRA against
the flesh-ripping concrete.

THE bike is coming apart  as itís bashed against the  concrete. Pieces
rise slowly into the air -  the front wheel, the forks, the  mufflers,
and a million flakes  of metal, until the  body bounces into the  air,
carrying GREGORY  and CHANDRA  up. Holding  her to  him - sheís barely
conscious of the lightning-fast  crash, GREGORY rides the  flying body
with one hand on the frame. It comes crashing down and back into  real
time.


THE  bikeís body  streaks along  the highway.  The sparks  fade as  it
slows, and pieces of metal come clanging and banging down around them.
They  stop,  crouching  atop the  body,  with  GREGORY crouching  over
CHANDRA. The disembodied front wheel rolls past them.

STUNNED,  not quite  understanding how  or what  he just  did, he  and
CHANDRA stand and start running. BEHIND  them is a blurry wall of  red
and blue lights. POLICE SIRENS grow louder.

THEY start running down the  highway, then GREGORY yanks CHANDRA  to a
stop.

                               GREGORY

                   "Split up, into the desert, go!"

                             THEY split.

CU on CHANDRA. In bare feet, she sprints for the side of the road. The
highway is  littered with  pieces of  the bike,  and she  stomps on  a
twisted piece of metal  that impales her bare  foot. She falls to  the
asphalt with a scream.

GREGORY turns  and rushes  back to  her, even  as a  police cruiser is
bearing down on them, itís V-8 roaring and the siren IMPOSSIBLY LOUD.

GREGORY drops  to her  side, only  to look  up into  the blinding high
beams. He  drops over  CHANDRA, ducks  his head  and extends  his hand
toward the oncoming cruiser and we drop back into BULLET TIME.

THE CRUISER  runs into  his hand  and stops  as though  it hit a steel
post. The hood crumples  in the center, pushing  the grill in even  as
the front quarter  panels of the  unibody continue around  GREGORY and
CHANDRA.


INT. CRUISER

THE ENGINE smashes in through  the console, pushing the cops  apart as
the glass windshield explodes and  their seats slide forward into  the
console, smashing them like jelly.


CU: GREGORY AND CHANDRA

WITH  HIS  HAND  still  on  the  grille,  CHANDRA  AND  GREGORY remain
untouched, even as the entire police cruiser rips around them. WE drop
back into REAL  time and see  the cruiserís body  rip over and  around
them. The grille and engine block and part of the mangled transmission
remain still against  GREGORYíS HAND. The  cruiser was gutted,  like a
banana shot down the center from top to bottom. It speeds beyond them,
silent now, flips and explodes.

THE ENGINE block is suspended a few  feet in the air. It drops to  the
ground with a thud.

GREGORY and CHANDRA get to their  feet and run into the early  morning
desert.


CU: GUTTED CRUISER

UNBELIEVABLY, the driver is still alive... barely. The steering  wheel
is smashed deep  into his mouth,  splitting his jaw  open. Wet, broken
chokes emanate from his blood-filled mouth. His eyes flicker, and just
before they close forever, his body is seized by pain as he MORPHS.


EXT. GUTTED CRUISER

THE CRUMPLED DOOR is knocked out  of the frame. WE SEE a  black loafer
step from the vehicle and a man in an immaculate black suit steps  out
slowly.

WE rise  up from  the loafer.  As the  other cruisers  catch up to the
scene of the accident, AGENT BROWN watches. He looks into the desert.

                A POLICE lieutenant approaches BROWN.

                              LIEUTENANT

                       "Sir, should we pursue?"

                             AGENT BROWN

 "Withdraw your men and pursue the others. We have our own plans for
                              this one."


INT. MAIN BRIDGE (NIGHT)

The ship is  quiet. RAZOR sits  at the operator  console, smashing the
keyboard as he forces Tetris pieces into place.


INT. COCKPIT

CHOI is sipping coffee as he nudges the ship to a stop. He speaks into
his headphones.

                                 CHOI

                          "OK, try it here."


INT. MAIN BRIDGE

RAZOR halts his video game playing and flashes to a different  screen.
Lines of code come pouring down the screen as he types, then hits  the
ENTER key with a flourish. The screen flashes, and the familiar scroll
of the MATRIX cascades down the screens.

                                RAZOR

                             "Holy shit."

                                                               CUT TO:

INT. MAIN BRIDGE

                                 CHOI

                   "What? Tell me you got signal."

                             RAZOR (V.O.)

      "No fucking shit I got signal. Dude, theyíre changing it."

                           CHOI is annoyed.

                                 CHOI

                "Are you using the right pulse wave?"

                                                               CUT TO:

INT. MAIN BRIDGE

                                RAZOR

                "Shut the fuck up and get back here."

THE  MATRIX  scroll  pours  down  at  a  streaking  pace.  Itís almost
impossible to make out the individual characters.

                      CHOI comes up behind RAZOR

                                 CHOI

                    "Oh my God. What are they - "

                                RAZOR

                    "Theyíre changing the Matrix."

                                 CHOI

                           "Call Morpheus."

RAZOR patches into MORPHEUSí cabin through the headset.


INT. MORPHEUS CABIN

ITíS dark, but  quiet classical music  can be heard.  Heís not in  bed
alone. NIOBEíS shaded form can be made out behind him.

MORPHEUS sounds awake,  but looks anything  but. He grabs  the buzzing
handset only an armís length from him.

                               MORPHEUS

                             "Iím here."

                                RAZOR

                   "Sir, you gotta get down here."

MORPHEUS starts  dressing as  he talks.  He puts  a reasurring hand on
NIOBEíS shoulder.

                               MORPHEUS

                          "Proximity alarm?"

                                RAZOR

             "The Matrix, sir. The coding is going nuts."

                               MORPHEUS

                          "Be right there."

MORPHEUS hangs  up the  phone and  jumps into  his boots.  He turns to
NIOBE as he works.

                               MORPHEUS

    "It sounds bad. Theyíre readjusting quicker than we thought."

                 NIOBE jumps up and dresses quickly.

                                NIOBE

                              "Already?"

                               MORPHEUS

          "It appears that they are learning their lessons."

                        NIOBE shakes her head.

           "Morpheus, how much are you going to tell him?"

                           MORPHEUS pauses.

                               MORPHEUS

            "Tell Neo? About his predecessors, I suppose?"

                        NIOBE, dressed, nods.

                               MORPHEUS

                           "He is the -"

                   NIOBE puts a finger to his lips.

                                NIOBE

                   "Six came before him, Morpheus."

                   MORPHEUS shakes his head slowly.

                               MORPHEUS

"To me, none came before him. The Oracle told me I would find the one.
          It is prophecy. You havenít seen what he can do."

                                NIOBE

       "What if they toughen the Matrix code, like last time?"

                               MORPHEUS

 "There are lots of ifs. How about this one: What if we lose faith in
                             our cause?"

  HE disappears through the door, leaving Niobe standing in the dim
                                light.


INT. MAIN BRIDGE

                 MORPHEUS leans over RAZOR and CHOI.

                               MORPHEUS

                            "Talk to me."

                                RAZOR

         "Not good, boss, I gotta compile a new descrambler."



                            MORPHEUS nods.

                               MORPHEUS

                  "Do it. Weíre at broadcast depth?"

                                 CHOI

                              "Yes sir."

                               MORPHEUS

"We have to download our mission specs. Move aside, I have to log into
                           the mainframe."

MORPHEUS  takes  over  RAZORS  seat.  The  scrolling  code disappears,
replaced by the small words: ZION.dtr1.mnfr4m3 LOGON.

MORPHEUS pushes  the keyboard  under the  console so  its hidden  from
view. He taps at the  keyboard. Hidden password appears on  the screen
in the form of: XXXX XXXX XXXX XXXX XXXX XXXX XXXX.

              SCREEN: LOGON ACCEPTED. WELCOME, MORPHEUS.

                     MISSION SPECS DOWNLOADING...

                              DOWNLOADED

                           LOGOUT COMPLETE

               MISSION TYPE: INFILTRATION / DESTRUCTION

                       TARGET: MATRIX MAINFRAME

MORPHEUSí eyes open slightly when he reads the screen, but he  regains
his  composure  quickly. RAZORíS  mouth  drops open,  and  CHOI starts
cracking up.

                                 CHOI

"The mainframe? Haha. Itís a joke, right Morpheus? Is today April 1^st
                                  ?"

                      NIOBE appears behind them.

                                NIOBE

        "Itís not a joke. We have The One. We must do it now."

                                RAZOR

  "But theyíre altering the code already. I canít even read it yet."

                    MORPHEUS turns and faces them.

                               MORPHEUS

 "We have our mission, but itís up to us to interperate how weíll do
                                 it."

                                RAZOR

 "Morpheus, thereís more ice in front of that mainframe than there is
           in Antarctica. Weíll never cut through it all."

                               MORPHEUS

                "You havenít seen The One in action."

            RAZOR looks dubious, and turns to the screens.

                               MORPHEUS

                          "Can you hack in?"

RAZOR pounds the keys. The Matrix disappears, replaced by his program.

                                RAZOR

   "Getting you in is no problem. Maintaining the input/output and
helping you is the problem. Thatís how they killed savior number four,
 if I remember right. They cut the signal and trapped him in there."

MORPHEUS spins the chair, then stops it. Their faces are inches apart.

                               MORPHEUS

                    "We donít speak of the past."

                                RAZOR


          "Excuse me for dragging up painful memories, sir."

HE turns the chair back to the screen and continues coding.


CUT TO: NEO

Heís standing at  the edge of  some equipment on  the Main Deck.  Heís
heard every word. He rounds the corner. The others catch sight of him.
The same thought is on everyone's mind: How much had he heard.

                               MORPHEUS

"Morning. Niobe, wake the rest of the crew. Razor, whatís the ETA for
                        getting us in there?"

                        RAZOR shakes his head.

                                RAZOR

 "I dunno. Just gimme an hour, Iíll probably have caught up to them."

                      MORPHEUS walks up to NEO.

                               MORPHEUS

                           "Come with me."


                                                               CUT TO:

EXT. DESERT (DAY)

FROM FAR AWAY, we see GREGORY and CHANDRA hiding under the only bit of
shade available for miles, a tiny outcropping of rock. We sail in  and
cut to a panning shot, scanning over the harsh ground, onto  CHANDRAíS
feet, clad in Gregoryís boots, up her sun-scorched and scratched legs.
Sheís collapsed onto Gregory. Heís in equally bad shape. Gregory leans
with his back against the rock, eyes opening and closing as he  drifts
in and out of sleep.

                             GREGORY POV

He  stars at  the horizon  and the  mirages of  water reflecting  the
jaundiced yellow sky. In the  shimmering distance, a man appears,  but
Gregoryís lids  shut and  we see  darkness. When  he reopens them, the
figure is more clear. Itís a man, dressed in a black suit. Even in the
distance we can recognize him. We want it to be him.


EXT. DESERT ROCK

GREGORY  can  barely come  to  his senses  as  the figure  approaches.
CHANDRA doesnít even wake.


EXT. DESERT

We follow the figure at waist heigh as it approaches GREGORY. It comes
to a stop just in front of him.


EXT. DESERT ROCK

GREGORY is fully  awake, but he  thinks heís dreaming.  He reaches out
and pokes the black-clad leg of the immaculate man standing before him
- a man who doesnít sweat even in the sauna heat. He looks up, but the
glaring sun obscures the face.

           GREGORYís voice is raspy as he starts to speak.

                               GREGORY

                     "Oh my God. Itís... The Man."

                             MAN IN BLACK

      "Iíve been searching for you for a long time, my friend."

                       GREGORY lowers his head.

                             MAN IN BLACK

                       "We need you, Gregory."

                               GREGORY

                             "What for?"

                             MAN IN BLACK

                         "To save our world."

GREGORYíS FACE  RAISES, THE  MAN IN  BLACK eclipses  the sun  with his
head, making a hallo of hazy sunlight around an all-too familiar face:
AGENT SMITH.

GREGORYíS head drops back down. He strokes CHANDRAíS hair.

                               GREGORY

                     "Itís too late. Weíre dead."

                             AGENT SMITH

                        "Do you want to live?"

                               GREGORY

                             "What for?"

                             AGENT SMITH

   "A better life for all. Life for her. And for you, a chance for
                              revenge."

                       GREGORY raises his head.



AGENT SMITH grins. He turns away, and the desert landscape before them
turns into a soothing, cool,  crystal forest lake. Smith takes  a step
toward it, then turns and extends his hand.

                             AGENT SMITH

                            "Interested?"

GREGORY  is  mystified.  Speechless, he  drags  himself  to his  feet,
hoisting Chandra, and steps toward the lake.

                               GREGORY

                        "This canít be real."

           HE steps forward, only to have the image recede.

                             AGENT SMITH

                        "You this, donít you?"

                               GREGORY

                                "Yes."

                             AGENT SMITH

                         "Will you help us?"

                               GREGORY

                             "Anything."

CU:  SMITH  extends his  hand.  GREGORY grasps  it.  He lets  go,  and
collapses into the cool shallow waters of the lake edge.


EXT. LAKE SHORE

THE  DESERT  is  gone,  replaced by  forest,  though  still  under the
poisoned sky of the Matrix.

GREGORY laps  the water  up, and  pulls CHANDRA  in, rubbing the water
over her face. Calmly, AGENT SMITH stands on the lake shore.

CU:  AGENT SMITH.  The humans  are reflected  in his  perfectly still
glasses.

CHANDRA  stirs and  awakens, though  she doesnít  seem to  see  SMITH.
GREGORY,  revitalized, looks  around at  the miracle,  and up  at the
mystery man.

                               GREGORY

                       "Who the fuck are you?"

                       SMITH grins devilishly.

                             AGENT SMITH

  "Iím nobody. A Smith. Whatís more important, is you. We need you,
                              Gregory."

GREGORY stares. He pulls CHANDRA ashore and stands to look AGENT SMITH
in the eyes.

                               GREGORY

             "First you try to kill me. Now you need me."

                             AGENT SMITH

   "Two years ago, Gregory, your parents were killed in a terrorist
                  attack in the heart of the city."

             THE words spark something nasty in GREGORY.

                               GREGORY

                              "So what?"

                             AGENT SMITH

          "The terrorists were led by a certain individual."

                               GREGORY

                         "I know who it was."

                             AGENT SMITH

                      "We need you to kill him."

GREGORY laughs he turns to CHANDRA  to check on her. Sheís passed  out
on the smooth grass.

                               GREGORY

"What a bunch of bullshit. The whole government canít kill him, so how
                               can I?"

                             AGENT SMITH

           "No one in the government can do what you can."

                               GREGORY

                             "Fuck you."

                             AGENT SMITH

                     "I believe we have a deal."

           GREGORY stands and puts his face next to SMITHíS

 "You know, Iíve always wanted to fuck the devil on a deal. And this
     looks like a once-in-a lifetime opportunity. So, FUCK YOU!"

SMITH frowns. GREGORY looks him up and down. Heís got a few inches and
pounds on the smaller agent.

                               GREGORY

  "What are you gonna do, little man? You looking for a trip to the
fucking hospital? Fuck with me and youíll be looking for some plastic
                           surgery, you - "

SMITH delivers a  chest punch that  sends GREGORY sailing  back twenty
feet. He tumbles to a stop, coughs, and stares in disbelief at  SMITH,
standing calmly at what seems like an impossible distance away.

CU: SMITH. HE removes his glasses calmly.

CU: GREGORY. He was stunned, but heís  not out of the fight. Not by  a
long shot.

                               GREGORY

                        "No man can beat me."

                                SMITH

                        "Bring it on, pussy."

                    Pull back as he CHARGES SMITH

SMITH is ready to deflect the  blow, but GREGORY dodges and bowls  him
over, barroom style.  With SMITH pinned  below him, he  slams his palm
downward. SMITHíS head dodges the blow that pummels the ground.

GREGORY is  screaming as  he smashes  downward with  the palms  of his
heels. Every blow misses the mark.

                               GREGORY

                   "Mother fucker, what the fu -?"

SMITH bucks up, throwing GREGORY into the air. He flips onto his  back
as GREGORY returns. The  sheer force of his  street-forged roundhouses
knock SMITH around  as he blocks.  Growing irritated at  the untrained
attack, SMITH turns a block into a palm-heel that hits GREGORY in  the
forehead with  the force  of a  cannon blast.  Momentarily stunned, he
steps back enough for SMITH to perform a roundhouse kick. Itís like  a
helicopter blade, smashing into GREGORYíS head and sending him to  the
ground in a heap.

                                SMITH

                     "Ready to change your mind?"

CU: GREGORY

HE canít  respond very  well. Blood  fills his  mouth and  his face is
mashed. A huge welt grows under  the loafer mark left by SMITH  on the
right side of his face.

                    SMITH crouches down by GREGORY

                                SMITH

               "I can teach you to beat me, you know."

                       THIS interests GREGORY.

                                SMITH

       "Help us, and both you and her will be free afterward."

GREGORY  stares  at the  ground,  then gazes  past  SMITH at  CHANDRA.
Finally, he starts to rise. SMITH offers a hand, and GREGORY takes it.

                                SMITH

"You know it, donít you? That thereís more to your world than what you
              can see, what you can rationally explain?"

                               GREGORY

                               "Yeah."

                                SMITH

"Iím going to teach you how to use the powers you canít even imagine.
               But first, you need to learn to fight."

SMITH puts his hand to his earpiece. GREGORYíS eyes close and his body
SPASMS. He falls to the ground, breathless, and when his eyes open, he
stares up at SMITH.

                               GREGORY

                       "Holy shit. What the -"

HE stares at his hands. He sits up, and watches his hands, amazed,  as
he goes through a series of  block-punches. He stops and stares up  at
SMITH.

                               GREGORY

                           I know Kung-Fu."

                             SMITH grins.


INT. COCKPIT (NIGHT)

MORPHEUS and  NEO sit  together. The  cockpit lights  are dimmed down,
only the EMP pulse button glows.  Outside the ship, in the dark  mists
of the underworld,  patches of eerie  phosphorescent moss glow  on the
walls. Occasionally, a squiddie will pass over the darkened ship.

           The two of them watch the deadly outside world.

                               MORPHEUS

                   "Weíre deep in their territory."

                                 NEO

                            "I see that."

 MORPHEUS stares out at the night, deep in thought. He turns to NEO.

                               MORPHEUS

                          "Are you rested?"

                                 NEO

                                "Yes."

                               MORPHEUS

              "You know now, that you had predecessors."

                                 NEO

                      "Yes. Iíve heard things."

                               MORPHEUS

                       "What types of things?"

                                 NEO

  "That there were others, like me, who you thought were going to be
                  special. But they ended up dead."

                        MORPHEUS nods slowly.

                               MORPHEUS

   "Itís true. There were others. And I didnít tell you right away.
                     Because you were not ready."

                              NEO nods.

                               MORPHEUS

                        "Does this anger you?"

                                 NEO

 "I donít know yet. So much has happened so fast, that I canít decide
 whether or not Iím angry, or dissappointed, or even if I should be."

                               MORPHEUS

  "You shouldnít be, Neo. You are the key in the Oracleís prophecy.
     Everything forseen to come to pass, has, except one thing."

                                 NEO

                               "What?"

                               MORPHEUS

                   "The destruction of The Matrix."

                MORPHEUS looks out into the darkness.

                               MORPHEUS

 "Your coming was heralded, and it is my destiny to prepare the world
  for you, and to baptize you by fire. But from here on out, no one
                               knows."

                                 NEO

                       "Can we ask The Oracle."

                               MORPHEUS

                         "Not in this life."

                           NEO is confused.

                               MORPHEUS

  "No one has heard from her or her priestesses since the day Cypher
                            turned on us."

                         NEO is taken aback.

                                 NEO

           "But she must have known, if they came to her."

                               MORPHEUS

                          "Perhaps she did."

                         NEO shakes his head.

                                 NEO

"I canít believe it. I donít know, Morpheus, if Iím prepared for this
        war. Iím not a soldier. How, how are we going to win?"

                               MORPHUES

   "For decades, we have fought force-on-force, in the real world,
 without a conclusion. Now, after nearly a century of war, weíre at a
standstill. The only way that we can see to win is by destroying their
source of energy. We have to pull the plug on them. We must crash the
                               Matrix."

                        MORPHEUS grins slyly.

                               MORPHEUS

  "Remember, when I told you, that Iíll show you how deep the rabbit
                             hole goes?"

                                 NEO

                                "Yes."

                               MORPHEUS

 "I brought you deep, yet I no longer know the way. No one does. With
 every second we sink deeper than before. You are our guiding light,
now. Your powers exceed mine a millionfold. I have shown you the path
                  to victory, Neo. Lead us down it."


INT. MAIN DECK

MORPHEUS, NEO, TRINITY, CHOI, and  NIOBE are on the chairs  as theyíre
being JACKED IN by CIRCA and RAZOR.

CUT TO: RAZOR jumps in the  operatorís chair, his hands blur over  the
touchscreens and keyboard as he drops his crewmates into the Matrix.

                           MORPHEUS (O.S.)

            "Weíre going straight for the throat, people."

ANGLE ON: RAZOR and CIRCA  typing like made at their  keyboards. RAZOR
hits the ENTER  key. They look  on, transfixed with  anticipation. The
screaming Matrix code grinds to a readable halt. The slap each otherís
hands and continue hacking.

                           MORPHEUS (O.S.)

"We have the advantage of surprise. They wonít expect us to return so
                                soon."


INT. ABANDONED WAREHOUSE

THE FIVE  of them  stand, immobile,  around a  ringing phone  as their
minds filter in to their body images. They are dressed practically  in
denim  and leather,  like blue  collar workers.  Their dress  wouldnít
attract the slightest  bit of attention,  except for the  padded coats
and tote bags filled with firepower.


INT. MAIN BRIDGE

                                CIRCA

 "Keep your eyes out for changes, theyíre modifying things. Dial Ď0í
                            for operator."


INT. ABANDONED WAREHOUSE

                 MORPHEUS holds his celly to his ear.

                             CIRCA (O.S.)

                        "And have a nice day."

        HE drops the phone into his pocket. They turn to him.

                               MORPHEUS

"Niobe, youíre the liasion to our operators. Neo, what do you have for
                            a game plan?"

                                 NEO

                      "Where is the mainframe?"

                               MORPHEUS

                      "The Metacortex building."

                           NEOís jaw drops.

                                 NEO

               "What the fuck? Thatís where I worked."

                                 CHOI

 "And what do you think you were doing there, writing code for video
                games? You were working for The Man."

                               TRINITY

   "Itís true, Neo. Metacortex employs humans to write code for the
                               Matrix."

                                 NEO

           "I thought I was working on a fucking database."

                               MORPHEUS

  "They keep the left hand from seeing what the right hand is doing.
 Thatís how an evil system can be made by innocent people. But, that
                           doesnít matter."

                            NEO recovers.

                                 NEO

"How Ďbout this? I just walk up to the Metacortex building and blow it
                                 up?"

                             CHOI laughs.

                                 CHOI

                      "What, by power of will?"

        NEO nods. CHOIíS smile fades. He looks to the others.

                                 CHOI

                         "Heís joking right?"

                      MORPHEUS shakes his head.

                               MORPHEUS

"Weíll fan out around the city, keeping an eye out for you. If youíre
able to accomplish this mission, weíll phase back into the ship. Stay
 in contact. If you lose your cell, contact an operator immediately."


EXT. ABANDONED WAREHOUSE

THE five  of them  exit. They  blend into  the crowds  on the  street,
anonymous and  quiet. MORPHEUS  looks back  as NEO,  taller than most,
heads down the street.

                      NIOBE pauses next to him.

                                NIOBE

                            "What is it?"

                      MORPHEUS shakes his head.

                               MORPHEUS

     "Whatís going to happen? If this is it, right now? The end?"

                                NIOBE

                       "I canít even imagine."

HE grins  and starts  to turn.  As he  does, his  profile matches  the
profile on  a WANTED  poster stuck  to the  wall. Itís  a dark, grainy
picture of him, alongside photos of Neo, and Trinity.

                   POSTER: INTERNATIONAL TERRORISTS

              MORPHEUS glances at it, and continues on.


EXT. DOWNTOWN STREET

NEO walks  calmly, observing  the people  that filter  by. Men, women,
children, all oblivious to their true nature.

A dirty homeless whino, nose  explosion red with burst blood  vessels,
is  staggering  along  the  edge of  the  crowd,  unseen  and ignored.
Somehow, he catches NEOís eye.

                               HOMELESS

                      "Spare a quarter, buddy?"

                NEO shakes his head, but still stares.

ANGLE on  the HOMELESS.  He mutters  something, and  reaches into  his
shopping cart to  open a garbage  bag. Itís filled  with twenty dollar
bills, thousands of them.

                                 NEO

                      "How Ďbout a quarter mil?"

THE homeless  man is  astounded. As  he stands,  speechless, NEO fades
back into the crowd.


EXT. FOREST GLADE

SMITH and GREGORY fight in the glade. SMITH is always one step  ahead.
HE is a cruel  sensei, and doesnít pull  punches. But with every  blow
GREGORY takes, he rebounds and attacks again.

FINALLY, just as  he seems to  be gaining on  SMITH, he takes  a rapid
fire series  of blows,  and collapses  to the  ground, breathless  and
beaten.

                               GREGORY

                               "Fuck."

                          SMITH circles him.

                                SMITH

 "Pain is only weakness leaving your body. When you are sufficiently
                   strong, you will feel no pain."

                               GREGORY

   "Tell me about what is happening. Whatís wrong with the world?"

                                SMITH

                         "Get up and fight."

GREGORY gets to his feet and takes a stance. SMITH stares at him  from
a relaxed poise. He slaps at GREGORY, who deflects the blow and  takes
a jab, nearly hitting SMITH on the chin. They circle.

                                SMITH

                     "The world is not for you."

              HE slaps, has it deflected, dodges a blow.

                               GREGORY

                         "What do you mean?"

                                SMITH

 "Youíre not human, Gregory. Thatís why you donít fit in. Thatís why
                      you have certain powers."

    GREGORY takes a swipe. They engage, then push off one another.

                               GREGORY

                  "What, am I from planet Krypton?"

                                SMITH

  "Not quite. But as humans continue to evolve, some are developing
    capabilities beyond those of the average man. Reality-altering
 abilities. I have them. Others in the Agency have them. And you have
    them, too. Weíre all that stands between law and order, and a
       terrorist dictatorship lead by the one called Morpheus."

                   THEY stop fighting for a moment.

                                SMITH

   "We need you to stop the terror. We need you to save our world."



             IT sinks in. GREGORY is starting to believe.

                                SMITH

   "We need you, because youíre better than me. Now push past your
 abilities. You can turn you imagination into reality. See your hands
        striking me, see yourself overcoming me. Fight, boy!"

SMITH comes at him, and GREGORY responds. Their fists and kicks are  a
fast, then turn  into a blur.  GREGORY canít believe  his own actions.
SMITH misses  a block,  and GREGORY  blows him  backward with  a chest
punch.

SMITH, recovering, looks up. GREGORY looks around. CHANDRA is gone.

                               GREGORY

                           "Where is she?"

SMITH stands. From behind his back he produces a baseball sized  glass
ball. He tosses it to GREGORY.

                                SMITH

                               "Here."

GREGORY looks in the ball.  Itís a window to an  apartment overlooking
the city. Chandra is in bed, waking up.

                                SMITH

    "She doesnít remember our encounter. Sheís fine. Donít worry."

                         THE BALL disappears.

                 SMITH puts his hand to his earpiece.


INT. OFFICE BUILDING

AGENT BROWN is staring down at  the ground. ACROSS THE STREET, NEO  is
walking toward his building.

                                BROWN

                             "Heís back."


EXT. FOREST GLADE

                                SMITH

              "Iíll be there. Execute the defense plan."

                       SMITH turns to GREGORY.

                                SMITH

 "Come with me. But only watch. Youíre not ready to engage in a fight
                           with the enemy."

                               GREGORY

                              "Why not?"

                                SMITH

   "Because if you havenít defeated me yet, you wonít defeat them."

                       SMITH snaps his fingers.


EXT. ROOFTOP

GREGORY  finds  himself  alone  on  the  top  of  the  MAKARAO  hotel,
overlooking METACORTEX PLAZA.


EXT. STREET

The METACORTEX building stands across  the street. NEO has been  along
this road a thousand times, but in another lifetime.

NEO raises one hand, palm pointed toward the building.

CUT TO:  NEOíS  POV:  The  building  is  a  massive  tower of  glowing
shimmering energy, no more real than a three-dimensional polygon.


EXT. BUILDING ROOFTOP

MORPHEUS and NIOBE  stand atop a  building a few  blocks away, looking
toward the Metacortex building.

                             ANGLE on NEO

HE FIXES his gaze on the building, then lowers his head and closes his
eyes.

THE building tremors slightly, like  a heat mirage. Slowly, it  starts
moving downward.

ANGLE ON: the first  level. The exterior glass  disappears, vaporizing
in a million crystal shards that melt into the air, exposing the  hive
of office cubicles and corridors within.

The walls, desks and cubicles vaporize, leaving a few hundred  people
- office  workers, security,  maintenance men,  standing with  nothing
between them.

              The massive LOAD BEARING MEMBERS vaporize.

CUT TO: the bottom of the building. One can look straight through  the
entire  building.  WE go  through  the empty  building,  passing dazed
people, until we pass out the other side, and come to NEO.

HE looks up. The office  building is supported by nothing.  Slowly, it
descends on the stunned people. They rush, screaming, some laughing in
hysteria, before the ceiling can come down on them. The last few  flee
just before  the ceiling  touches the  ground. The  second floor melts
away just like the first.


EXT. BUILDING ROOFTOP

NIOBE and MORPHEUS  stare on in  amazement as the  building collapses,
floor by floor.

                                NIOBE

                           "Heís doing it."

                               MORPHEUS

                             "I knew it."


EXT. STREET

CHOI and  TRINITY look  up in  the air  at the  roof of the METACORTEX
building, standing beyond  a block of  buildings. It sinks  toward the
ground as a flood of people come screaming around the corner.

                                 CHOI

                       "It canít be this easy."

                               TRINITY

                         "Itís not over yet."



                          MANíS VOICE (O.S.)

                        "Not by a long shot."

CU: TRINITYíS FACE. SOMEONE plants the barrel of a silver Desert Eagle
.45 against her temple. TRINITY  whips her head backward as  it fires.
We drop into BULLET TIME as the flame and concussion blossoms in front
of her face, ripping her sunglasses off as she drops backward, pulling
a pair of MAC-10 Uzis from under her jacket.

                THE MANíS VOICE belongs to AGENT BROWN

CHOI turns,  pulling a  short weapon  from under  his coat. Itís boxy,
with a short barrel the size of a soda can. He plants it in the  small
of BROWNíS back and pulls the trigger.

A CONE  OF FIRE  burns straight  through brown,  blowing steam, flame,
smoke, vertebrae, and viscera out a massive hole in his stomach.

CU on the weapon. It recoils on tension coils, discharging a shell the
size of a 12-ounce soda can.

                              REAL TIME

What remains  of BROWN  flies forward.  CHOI helps  TRINITY up and the
retreat into the building and  take cover under a window.  Through the
window, we see military trucks, filled with troops, charging down  the
street, toward the Metacortex  plaza. After the trucks  come rumbling,
black-painted M1A2 ABRAMS tanks. A black APACHE HELICOPTER flies  over
the convoy.

CHOI looks through the window as he reloads his hand cannon.

                                 CHOI

                         "Holy fucking shit."

                               TRINITY

              "Weíve stirred up the hornetís nest now."


INT. METACORTEX OFFICE

AGENT SMITH and JONES stare  down into the plaza. The  building shakes
slightly as it descends.

FROM the three  streets that enter  the plaza, military  vehicles pour
in. Hundreds  of troops  discharge and  form a  L-shaped circle around
NEO. Tanks  rumble in,  and the  Apaches whirl  to a  hover. Panicking
civilians rush out of the kill zone.

NEO stands calmly, continuing his work.


EXT. ROOFTOP

MORPHEUS and NIOBE stare from the rooftop.


EXT. METACORTEX PLAZA

The air rumbles as the building continues to gently collapse. The  sky
flashes, and massive streaks of  lighting blast across it like  cracks
in reality.

CU: SOLDIERS

           They line their weapons on NEO. They are nervous

                               PRIVATE

                "This is impossible. Whatís going on?"

                               SERGEANT

               "Just keep him in your sites, soldier."


INT. TANK TURRET

                           CU: TANK GUNNER

HIS eye is glued to the tank  site and his trigger finger on the  fire
button.

                            POV: TANK SITE

               The green crosshairs sit on NEOíS chest.

                               CU: NEO

His eyes open, but the building continues to collapse. He stares up at
a mirrored window, and somehow, straight into the eyes of:

                           CU: AGENT SMITH

                                SMITH

                             "Open fire."

A WALL of flame and fingers of tracers bursts from the skirmish lines.
The tracers grow into a cone of orange flame bearing down on NEO as we
drop into bullet time.

THE bullets sizzle  as tracers burn  off their backs.  The draw toward
him like  slugs. Thousands  of bullets  fired at  perpendicular angles
close  in on  him. As  they draw  close to  one another  along almost
perpendicular paths, they tinkle and chime and bounce.

The bullets come to a stop, glowing as their tracers backs continue to
burn.  The world  is in  stop motion  as the  bullets stop,  turn 180
degrees, and  suddenly accelerate  back at  their origins.  Faster and
fast they fly, until we drop back into REAL TIME.

THE SKIRMISH line  of troops is  ripped apart by  a hail of  their own
bullets.

CU: MACHINE GUNNER. With an M-249 SAW, he blazes away at NEO, only  to
be shredded by his own bullets. A  private takes a shot at NEO, and  a
bullet slaps into his  shoulder. REALIZING whatís happening,  he drops
his weapon.

THE SOLDIERS are dropping like flies. The firing quickly subsides.

NEO stands  alone in  the center,  unharmed. He  turns to the skirmish
lines.  THE  surviving soldiers  drop  their weapons,  and  run. Panic
ensues. Only a few officers, NCOs, and soldiers too amazed to think of
running remain.


INT. HELICOPTER COCKPIT

                  NEO is targeted on an LCD screen.

                                PILOT

                              "Fox One."


EXT. HELICOPTER WING

              CU: AGM-65 HELLFIRE GROUND-TO-AIR-MISSILE

The missile drops from its release claws and ignites, accelerating off
screen.

                        POV: HELLFIRE NOSE CAM

The missile flies  horizontally over the  plaza, then pitches  up, and
back down at NEO. He looks at it, and at the last second the nose goes
back up.


EXT. PLAZA

The missile swoops up over him, leaving him in its exhaust smoke.

                        POV: HELLFIRE NOSE CAM

THE missile banks,  panning across the  city, until it  locks onto the
helicopter from which it originated.


INT. HELICOPTER COCKPIT

THE missile bears down the chopper.

CU: PILOT

HEíS TOO stunned to move. Mouth agape, he can only watch as:


EXT. HELICOPTER

ITíS BLOWN to  fiery pieces, and  comes tumbling down,  landing on the
street as soldiers and civilians flee.


INT. TANK TURRET

                            TANK COMMANDER

                               "Fire!"

                    THE GUNNER pulls the trigger.


EXT. M1A2 ABRAMS

WE drop into bullet time as a cone of fire - bigger than the tank  and
the shape of a  pine tree, blows out  of the barrel, pushing  the tank
back. From the fire streaks a  HEAT round, white hot, leaving a  laser
like tracer as it bears down on NEO.

                              REAL TIME

 THE TRACER stops in front of NEO, and out of the air the HEAT round
  appears. Suspended in air, it shakes with violence. It accelerates
        backwards, flying straight back into the tank barrel.


INT. TANK TURRET

THE gunner screams as the BREECH explodes, blocking our view.


EXT. TANK

The tanks explodes like a  60-ton hand grenade, plowing soldiers  onto
their faces, consuming the unlucky ones close to it, and throwing  the
30-ton turret straight up, 10 yards into the air. It rotates,  aflame,
and comes crashing down on a nearby commander and his radio man.


INT. METACORTEX OFFICE

THE  EXPLOSION shakes  the building.  The scene  below is  a complete
route. Black smoke billows up  from the flaming wrecks. The  remaining
tanks arenít retreating  - the crews  are piling out  and running. The
Apache helicopters turn tail and run.

                             AGENT JONES

                      "The plan is not working."

                             AGENT SMITH

                              "No shit."

                     AGENT BROWN enters the room.

                             AGENT BROWN

                      "What about your protťgť?"

                             AGENT SMITH

          "Heís not ready yet. Iíll deal with this myself."

                             AGENT JONES

                        "You canít beat him."

                             AGENT SMITH

                 "Iíve been altered. Iím Smith, 2.0."

             AGENTS BROWN and JONES look at one another.

                              CU: SMITH

 HE clenches his teeth, as though heís girding himself for something.

                                SMITH

              "Kill the others. Iíll take care of this."


INT. MAIN BRIDGE

RAZOR is at  his operator chair,  surrounded by consoles.  Some of the
Matrix code screens are in blue, others in red, at least one in green.
The code  on the  green screen  starts pouring  down at  an incredible
rate.

                                RAZOR

                               "Fuck."

                   HE hits something on the keypad.


EXT. ROOF

                     MORPHEUS answers his phone.


INT. MAIN BRIDGE

                                RAZOR

"Theyíre about to pull something. Processing power is pouring into the
agent programs and theyíre locking onto your 3-D grid displacements.


EXT. ROOF

                               MORPHEUS

             "Send through ghosts to confuse their lock."

                                RAZOR

                              "Got it."


INT. MAIN BRIDGE

THE GHOST program  is loaded. We  see 3-D images  of Morpheus and  the
others flash across the screen.


INT. OFFICE BUILDING

SMITH STANDS alone, his comrades have disappeared.

THE glass before him shimmers.


EXT. OFFICE

THE mirrored glass of Smithís office wavers, then explodes towards us.
SMITH jumps, and we pan down to follow his descent. He smacks into the
pavement on his feet in front of NEO.


EXT. METACORTEX PLAZA


SMITH STANDS, facing NEO, about two fighting distances away.

NEOís  concentration is  broken. The  METACORTEX building  comes to  a
shuddering halt.

                                 NEO

                            "Youíre back."

CU: SMITH

                               He nods.

                                 NEO

                    "And you have a ponytail now."

AS we concentrate  on NEO, and  he concentrates on  SMITH, we can  see
more black suits marching up behind him.

NEO attacks SMITH. SMITH backs away slowly, blocking against a  losing
battle and taking hits. Meanwhile,  the MEN IN BLACK converge  on NEO.
Just as NEO  lands a smashing  blow on SMITHíS  chin, three voices  at
once shout:

                                "HEY!"

NEO turns,  and SMITH  pushes him  hard in  the opposite  direction to
face:

THREE SMITHS! They attack at once, one going low and hard with a  knee
breaking sweep kick, the other punching NEO in the face, and the third
breaking to the  side and putting  his toe into  NEOís stomach with  a
vicious side-kick.

They attack  is in  perfect synch,  eight arms  and eight legs working
like clockwork, striking  their target without  getting in the  way of
each other. The attack slams NEO back, right into the first,  bloodied
SMITH. NEO slams into his shoving arms, and stops as though he  backed
into a  brick wall.  AGENT SMITH  grabs him  and holds  him in  a FULL
NELSON, exposing him  to his three  copies. The copies  shift position
and attack again. Two stand together, left shoulder to right, and with
their combined arms slam NEO in the face, then step apart as the third
comes in. The THIRD  grabs the shoulders of  the other two and  flips,
walking his loafers up NEOís  body, and kicking him from  below, right
up into  the chin  of his  jaw! It  snaps NEOís  back with  a spray of
blood.


EXT. ROOFTOP

MORPHEUS and NIOBE stare on as the fight rages.



MORPHEUS grips  the edge  of the  brick wall  edge. The stone crumbles
under the tension.

                               MORPHEUS

                         "We can only watch."


EXT. PLAZA

THE ASSAULT on NEO continues. He struggles, unable to concentrate long
enough to find a way to fight back.


INT. MAIN DECK

RAZOR bangs away at the keyboard.

                                RAZOR

"Four fucking agents, no wonder so much processing power is devoted to
                                them."


EXT. ROOF

A  BIRD flying  by NIOBE  and MORPHEUS  slows its  flight, slows  its
flapping, and freezes.

CU: MORPHEUS. A pink lightning  bolt freezes as it streaks  across the
sky, sealing the worldís light in an a light rouge.


EXT. CITY STREET

Near the  plaza, panicked  civilians slow,  and fall  to the ground as
though theyíre passing out.


INT. MAIN DECK

          Razor stares at the data pouring down the screens.

                                RAZOR

                         "No goddamned way."

                        His headphone chimes.

                                RAZOR

                             "Operator."


EXT. ROOF

                       MORPHEUS is on the phone


                               MORPHEUS

                     "What the hellís going on?"


INT. MAIN DECK

                                RAZOR

"Theyíre putting all the coppertops to sleep. They froze the Matrix."

                               MORPHEUS

                                "Why?"

                                RAZOR

  "All processing power is being re-diverted to the agent program."

      NIOBE stands at the edge of the building and points down.

                                NIOBE

                          "Morpheus, look!"

    DOWN on the ground below them, thereís a swarm of AGENT Smiths


EXT. STREET

The passed-out people stand, and one by one, MORPH into AGENT  SMITHS.
It happens over, and over,  until dozens, then hundreds, are  marching
on the plaza.


EXT. PLAZA

NEO reaches back and puts his hands on either side of SMITHíS head. As
heís  being pummeled  from the  front, he  squeezes and  screams. His
screams are mixed with SMITHíS. The agentís head deforms as weíre hear
a sickening  crack. Suddenly,  the body  reverts back  to that  of the
original owner, a security guard, and the head simply EXPLODES.

THE  hold broken,  NEO stumbles  back over  the body,  with the  three
SMITHS in pursuit. He somersaults, comes up on his feet, and jumps  to
the left, putting one Smith in front of the other two. He attacks, his
killing blows destroying SMITH, smashing through his blocks. He falls,
and NEO takes on the other two, giving a kick jump that knocks both of
them away in one shot.

As he comes  down, a wall  of Smithís converges  from all sides.  They
stop, leaving a circle around him.

WE PAN BACK to view a sea of black-suited SMITHS flooding the plaza.

CU: NEO

AS  his hand  passes over  his face,  it is  refreshed, anew,  perfect
again. He surveys the wall-to-wall SMITHS.

SMITH talks with his voice, times a thousand.

                                SMITH

       "NEO, leave the Matrix. You know not what youíre doing."

                                 NEO

                        "Well, is that right?"

HE turns  to the  METACORTEX building.  Itís repairing,  growing steel
girders and concrete skin.

                         NEOís face darkens.

                                 NEO

                                "No!"

REALITY SHIMMERS as  his anger strikes  out at the  building. The tops
floors burn, and then explode.  The explosion rips down the  building,
slowing, slowing, then stopping.

THOUSANDS of SMITHS  are gazing up  at the building,  concentrating on
combating NEOís attack.


EXT. ROOF

GREGORY sees the building exploding,  and runs. He smashes through  an
access door.

INT. STAIRWAY

GREGORY hurtles down the stairs, one at a time.


EXT. METACORTEX BUILDING

THE building is frozen, mid-explosion.  TONS of pieces hanging in  the
air, suspended only by frozen tendrils  of fire and arms of smoke  and
debris.

THE SMITHS attack NEO. They fight  in a massive melee, dying in  mass.
Meanwhile, the METACORTEX building pulls back together, the damage and
flame disappearing as time/space around it is reversed.

                                                               CUT TO:


EXT. ROOFTOP

CU: AGENT BROWN

With  his hand  on his  ear piece,  he comes  out the  elevator door,
slowly. Pistol drawn, he looks around the corner.

MORPHEUS and NIOBE stand there, their backs to him.

Without hesitating, he advances on them, blasting away with impunity.

THE BODIES of MORPHEUS and  NIOBE are wracked by gunfire  and collapse
in a heap of bullet-ravaged flesh.

BROWN  walks  up  to the  corpses  and  kicks one  with  his  shoe. It
shimmers, and then disappears, followed by the other.


INT. MAIN DECK

              RAZOR dials the phone. MORPHEUS picks up.

                           MORPHEUS (V.O.)

                                "Yes."

                                RAZOR

                    "Theyíre hitting your ghosts."

             MASSIVE attack of STATIC bursts on the line.

                                RAZOR

                            "What the - "

                         THE LINE goes dead.


EXT. ROOFTOP

MORPHEUS looks  at the  phone and  redials. RAZOR  comes through,  his
voice digitized and distorted.

                                RAZOR

     "Theyíre cutting comes, get to the access point on Laxe - "

                         THE line goes dead.

MORPHEUS signals to NIOBE. They exit the roof as he dials TRINITY


INT. EMPTY BUILDING

CHOI and TRINITY hide  in the shadows of  an empty room, watching  the
battle. TRINITYíS cell rings. She answers silently.

                           MORPHEUS (V.O.)

                       "Letís go. Laxe Three."

                               TRINITY

                          "What about Neo?"

                           MORPHEUS (V.O.)

     "We can do nothing to help him. Weíll only get in his way."

                         THEY leave the room.


INT. LOBBY

GREGORY stumbles  into the  lobby. Slumbering  bodies lie  everywhere,
slumped over desks, half-in chairs, on the ground.


EXT. PLAZA

HE exits into the street. The scene is one from HELL.

UNDER the neon  sky, fires are  frozen and smoke  columns hang in  the
air, still, like massive tree trunks.

The battle rages and surges,  a thousand SMITHS pouring onto  one NEO.
All around, nearly covering the ground, are corpses, destroyed  bodies
abandoned  by the  agent. Men  and women,  of all  ages and  designs,
smashed, decapitated and broken.

CU: NEO

THE SMITHS overwhelm him  with sheer numbers. NEO  is a blur, a  human
chainsaw now,  crushing or  smashing them  all, but  they crowd on all
sides. The bodies pile up as they fall, and NEO finds himself stepping
up the rubbery mass of corpses. A few more smashed SMITHS fall,  morph
back into their stolen forms, and NEO is KNEE-DEEP IN THE DEAD.

He canít take it. Choking, NEO struggles to free himself. SMITHS climb
up the corpse pile and drop onto him, pounding viciously. NEO  stalls,
in shock, his eyes  locked with the lifeless  blue eyes of a  woman he
just killed. She looks amazingly like TRINITY.

Perhaps for the first time, he is confronted with the consequences  of
this war, and his mind seizes as the Smiths pummel him.

NEO goes  berzerk! SCREAMING  and fighting,  he claws  his way out and
surges into the wall of agents. They throw him back, and he canít kill
them fast  enough. HE  leaps upward,  trying to  fly away,  but Smiths
cling on to him, and cling on to each other.


EXT. PLAZA

NEO struggles to  fly, and as  he does, heís  pulling a stalagtite  of
black suits, clinging like iron filings on a magnet.

CU: NEO


HIS face  is wide  with fear  and shock.  He canít  climb anymore, and
looks back down at the mountain  of agents heís pulling into the  air.
His face  clenches shut  as a  scream wells  from deep  within him. He
starts to glow, and we jump back to see:

A MASSIVE orange, spherical shock  wave blasts away from his  body. It
rebounds on the plaza and throws bodies upward, even as it blasts  the
Smiths away, leaving him clean.

EVERYTHING slows down  as NEO, exhausted,  tumbles out of  the sky. On
his way down  through the neon  light, he passes  bodies flying upward
from the  concussion. NEO  hits the  ground, bounces,  and lies still,
sprawled,  as people  drop all  around him,  piling up,  like Satanís
snowfall.


EXT. ALLEY (MATRIX) DAY

THE sky and Matrix are still  frozen. TRINITY and CHOI make their  way
along cautiously, leapfrogging from cover to cover. They pause  behind
a dumpster, and  just before looking  out, thereís the  sound of metal
tapping metal, twice.

TRINITY looks in  the direction of  the sound. MORPHEUS  and NIOBE are
standing still in the shadows, near the end of the alley. TRINITY  AND
CHOI make their way to them.

TRINITY peeks  cautiously around  the edge.  On the  other side of the
street is a phone booth.

                               TRINITY

                            "Is it clear?"

                               MORPHEUS

                         "I smell an ambush."

                                NIOBE

                         "Me too. Too quiet."

                   CHOI grips his gun and grimaces.

                                 CHOI

           "Too quiet? The world is frozen. Iíll go first."

                        NO one likes the idea.

REAL-TIME suddenly returns.  The lightning bolts  in the sky  suddenly
re-animate, thundering out of existence, making the four of them  jump
out of their skulls. The sounds of the city suddenly flood back.

ON THE street, people stir to  their feet. Everyone is confused as  to
what happened.


EXT. PLAZA

ITíS a sea of the dead. From its center, NEO emerges, soaked in blood,
gagging and  gasping for  breath. He  stumbles over  them. Shocked and
crazed, he glimpses the Metacortex building. Itís in one piece  again,
unharmed.

He falls against  a smashed corporate  art sculpture. He  picks a cell
phone up from the ground and dials.

                                 NEO

                         "Morpheus, pick up."

We hear nothing but static.  Disgusted, NEO throws the phone  away. He
falls against the sculpture and looks up. Coming around the corner  of
the building is a group of agents and soldiers.

NEO  sinks down,  staring at  his hands.  He catches  his breath  and
concentrates.  The  blood  disappears,  and he  dons  the  suit  of an
anonymous soldier in black. His face, too, seems to change.

HE stands and walks away. We only see his back.


EXT. ALLEY - DAY

THEY weigh their options. Finally, MORPHUES gives the nod to CHOI.



                               MORPHEUS

                                "Go."

CHOI checks his ammo and puts his guns under his coat. There are  lots
of people on the streets now. Everyoneís in shock over what  happened,
and the columns of smoke rising from the center of the city.

                                 CHOI

"And remember, kids, when youíre in a war, never volunteer yourself!"

HE walks out  onto the street,  eyeing the phone  booth and everything
else. A  gorgeous Asian  businesswoman stumbles  into him. Recognition
lights up her face and she stops him.

                                WOMAN

          "Choi? Oh my God, I havenít seen you for months."

       CHOI keeps looking around, making his way to the booth.

                     "Oh yeah, sorry about that."

                           SHE turns angry.

         "Sorry about that? What kind of an asshole are you?"


EXT. ALLEY (MATRIX) - DAY

TRINITY is looking around the corner. She pulls back into the alley.

                               TRINITY

                "Casanova just ran into an old flame."


EXT. STREET (MATRIX) - DAY

                                WOMAN

   "No. Fuck you, Choi, you just think you can come and go when you
                               please?"

CHOI is ignoring her now, walking straight for the phone booth as  she
is having a fit. Tears are welling in her enraged face.

"Choi, if you have one shred of decency, if you even care about me - "

Inexplicably, CHOI  hangs his  trench coat  on the  side of the booth.
Standing behind it, he reaches  around with his arm, keeping  the coat
between his body and the phone. The WOMAN doesnít even notice the  web
of gun harnesses and what looks like a ton of ammunition covering  the
inside of the jacket.

                                WOMAN

  " - youíll tell me why you donít call, why you, you, what are you
                               doing?"

                                 CHOI

"The jacket stops fragmentation. Sometimes they bomb the phones. Kiss
                            me for luck."

HE grabs her to him and thrusts his mouth onto hers.

CU: PHONE

His hand grabs the phone. We hear the dialtone, and he mashes down one
of the  numbers of  the keypad.  The number  tone rises  in pitch to a
crescendo. WE pull back and:

THE BOOTH EXPLODES. CHOI and the woman are bowled over by the flame.


EXT. ALLEY (MATRIX) - DAY

They take  cover from  the blast  as people  all over  the street  are
knocked flat.


EXT. STREET (MATRIX) - DAY

THE PHONE BOOTH is obliterated.  Miraculously, CHOI and the woman  are
still under the cover of  the jacket. THROWING the smoking  jacket off
them, CHOI screams in agony as  he grasps the smoldering stump of  his
right shoulder. The arm is history.

THE WOMAN looks on,  her eyes as wide  as dinner plates. Shaking,  she
falls back, still staring.

                                 CHOI

                         "You werenít lucky."

MORPHEUS, NIOBE, and TRINITY rush to him, picking him up on his  feet.
CHOI is  screaming and  laughing. Someone  grabs his  smoldering coat,
dragging it along. CHOI stares at the ex-flame as they cart him  away.
His eyes are crazy.

                                 CHOI

              "You still want me to call you? Ha ha ha!"

AS they struggle down the street, CHOI starts to walk more on his own.
PEOPLE run from the scene, screaming.

                        CU - the four of them.

MORPHUES looks  at something  off-screen and  frowns. HE  pulls to the
left.

                               MORPHEUS

                             "This way."

TANKS and  TROOPS are  filling into  the street  ahead of them, coming
from around the corner.

THEY turn onto a different  street. This street, too, is  filling with
troops. Worse, itís being lead by AGENT BROWN.

                                NIOBE

                         "Tanks, or agents?"

                               TRINITY

                               "Tanks."

                                 CHOI

                         "Yeah, tanks a lot."

They break. CHOI stands on his own, and they run back onto the  street
with the tanks.

CU: TANKS

THREE ABRAMS stop in the  street. Their turrets swing into  place with
terrifying quickness and precision.

AT ONCE,  they open  fire with  their main  cannons and machines guns.
FIRE FLOWERS blaze from the death machines, sending a typhoon of  lead
down the street.  Troops filed between  the tanks pull  their triggers
and donít let go. Everything in the street is shredded and blown away,
as though it was hit by a high-power pressure hose.

WITH UNEARTHLY  SPEED, EVERYONE  BREAKS for  the sides  of the street,
except for CHOI. He stands amid  it all as the tracers come  closer to
his body. He raises his machine  gun with his good arm, and  lays into
the enemy.

TRACER rounds kick away from  his gun, ripping straight back  into the
wall  of soldiers.  His rounds  deflect off  the sloped  armor of  the
tanks, recoils pile into the flesh  of troops. He rakes his fire  into
the enemy bodies.

CU: CHOI

TRACERS zoom in on  him. A tank round  blasts by, and the  wall of air
kicks him to his side. He continues to fire even as a bullet, followed
by  another, blasts  through the  middle of  his body.  More and  more
bullets smack into  him, blasting chunks  of meat and  viscera out the
back.


EXT. STREET (MATRIX) DAY

TRINITY and NIOBE  take one side  of the street,  running and shooting
simultaneously. THEY reach  the buildings on  the side and  NIOBE goes
STRAIGHT UP THE FA«ADE OF THE BUILDING, as TRINITY jumps from cover to
cover, cart wheeling through tracer fire and bullets.

ON  THE  OTHER side  of  the street,  MORPHEUS  goes straight  up  the
building  faÁade  and  starts  running  sideways,  completely  defying
gravity, firing downward at the soldiers.

CU: CHOI

HE WILL NOT FALL, and a hose of lead drills into him, taking his  body
apart piece by piece. Bullets take away pieces of his head, neck,  and
torso, and in one final wave of fire, he is disintegrated, leaving his
machine gun, barrel  smoking, spinning in  the air, firing  still. The
arm is still attached and finger  clenching on the trigger. It is  the
last piece of CHOI to fall.

MORPHEUS climbs  as he  runs. In  mid-stride he  changes magazines and
stops, standing on the wall, his body parallel to the ground.

On the other side of the street, NIOBE stands on the wall, blazing  at
the mass of troops with two  guns that never cease. THERE is  no cover
and  no reprieve  from the  DOUBLE DEATH  from above.  Most are  still
firing down the street, or over toward TRINITY.

TRINITY runs  up the  side of  the street.  Her guns  go empty and she
dives behind a stoop as a squad of soldiers blazes away at her.

CU: SOLDIER

In slow motion, he  pulls a spoon from  a grenade. Somehow, the  metal
ring reaches TRINITYíS ears.

CU: TRINITY

She slaps a magazine into her  pistol, pulls the action and comes  out
from under cover just enough to see the soldier releasing the grenade.
She fires, hitting the grenade. IT explodes directly over the group of
soldiers, flattening them to the ground.

A  BULLET smacks  through TRINITYíS  wrist, and  the hand  comes off,
popping like the head off  a dandelion. Blood spurts from  the severed
arteries, spraying the hand, with the pistol still in its grip.

ABOVE THE STREET, MORPHEU AND  NIOBE leap for one another.  They catch
each otherís arms, fifty feet  above the surviving enemy, and  spin in
place, firing away. The tank commanders in their copulas blast  upward
with their  machine guns,  but the  rounds miss  the spinning  couple.
MORPHUES and NIOBE concentrate on the commanders, and cut them down.

THEY land amidst  the carnage. TRINITY  emerges, shaken, pressing  her
coat to her arm.


EXT. STREET (MATRIX) - DAY

The other end of the street fills with soldiers, and AGENT BROWN.

CU: AGENT BROWN

HE surveys the  scene, and immediately  draws and fires,  running full
bore for the rebels.

MORPHEUS, Niobe and TRINITY are too close to the tanks to be fired on,
but the nearest one lunges at them. They climb up over concrete stoops
and over  the side  of the  tank. They  sprint down  the street as the
tanks turn their turrets behind them, searching.

                               MORPHEUS

                         "The garage, hurry!"

THEY dive behind a corner as  a tank fires. Morpheus throws the  woman
forward as the tank round hits  the edge of the building, blowing  the
concrete and brick wall into a massive cloud of powder. Perhaps a  ton
of rubble falls on Morpheusí legs. He drags himself forward. Niobe and
Trinity grab his arms and haul him out of the rubble. Niobe shoots the
lock off a steel door, and they pile into the building.


EXT. STREET (MATRIX) - DAY

AGENT BROWN  and his  men rush  into position  around the building the
rebels are hiding in.


Suddenly, an unimaginably powerful engine  starts, and as we stare  at
the  garage door,  it explodes  outward. A  jet-black, hyped  COUNTACH
explodes out onto the street, tires literally on fire as they throw up
smoke. It cuts through a few  soldiers, hitting them in the knees,  as
it rips up the street, the throttle going way too high.


INT. COUNTACH (MATRIX) - DAY

THE street scene spins before them. TRINITY is at the wheel, a  broken
and dusty MORPHEUS sitting next to  her. The tach is redlining as  the
car rips up the street. Pedestrians dive for cover.

TRINITY holds her wounded hand to her chest and drives one-handed.

                               "Shift."

MORPHEUS does so,  and the tires  squeal again when  she releases into
second, then  third. In  a few  seconds theyíre  over 60  on the  busy
street.


EXT. STREET (MATRIX) - DAY

Soldiers pick themselves up  just in time to  hear another engine -  a
super powerful track bike, emerges from the burnt rubber smoke screen.
A wheely bar on the back of the bike keeps it from flipping around the
rear tire as it accelerates like a bullet out of a barrel. There isnít
even time to take a shot until sheís gone.


INT. COUNTACH (MATRIX) - DAY

THEY rocket up the entry to a highway, ripping past cars by driving up
the breakdown lane.  Once they hit  a straightaway Trinity  floors it,
and the speedo creeps up past 130 as they dodge in and out of cars.

MORPHEUS grabs his twisted, folded legs. He was literally poured  into
the seat. Concentrating, his face knotting in pain, he straightens the
broken, fractured legs. He closes his eyes and concentrates.

             The legs reform into straight, strong limbs.

                      MORPHEUS grabs the wheel.

                               MORPHEUS

              "Keep your foot on the gas. Heal thyself."

TRINITY pulls her bleeding wound from her arm. Her face tightens,  and
she closes her eyes, fervently concentrating, shutting the world  out,
which  is  good,  as  they suffer  constant  close  calls  as Morpheus
controls the wheel from his awkward spot.

When she opens her eyes again, she grabs the wheel. With BOTH hands.

MORPHEUS pulls out  his cell and  tries the line.  Itís still full  of
static.

                               TRINITY

                             "Any luck?"

                               MORPHEUS

               "None. Theyíve killed city-wide comms."

                               TRINITY

         "Then the agents are out of touch with each other."

                               MORPHEUS

  "They canít track us, but that gives them more time to destroy our
exits, and find the Neb. Weíll try the desert. Communications might be
                        working there still."

                               TRINITY

                         "What about Niobe?"

                               MORPHEUS

                    "She knows to meet us there."




EXT. HIGHWAY (MATRIX) - DAY

NIOBEís bike sizzles down the highway, insanely lane splitting at over
100 miles  per hour.  The wheely  bar is  folded up  against the  rear
wheel. A dual  stream of vehicles  spit by her  like giant machine-gun
bullets. She zooms out of view.


EXT. STREET (MATRIX) - DAY

GREGORY slows from a run. He looks back as police cars and  ambulances
race toward  the Metacortex  building. He  canít shake  what heís just
witnessed. He looks forward, only to run into:

                             AGENT SMITH

             GREGORY freezes, then bursts into questions.

                               GREGORY

                    "What the fuck just happened?"

                                SMITH

         "We need you, Gregory. Will you help us stop this?"

          GREGORY is perplexed. Resolve comes over his face.

                               GREGORY

                          "I can stop this?"

                                SMITH

                                "Yes."

                               GREGORY

                 "Alright. But how can I fight him?"

                                SMITH

                "I will give you the power you need."


INT. APARTMENT BUILDING (MATRIX) - DAY

THE building is old, crumbling, and inside painted a horrid green that
no sane person could find attractive. The humble place is home to  THE
ORACLE.

NEO exits an  elevator. Recomposed and  dressed normally, he  walks up
and down the hall, trying to remember which apartment she lived in.

A tall black woman, one of the Oracleís priestesses, comes out of  the
stairwell and recognizes NEO.

                              PRIESTESS

                                "Neo."

HE turns  and looks  at her.  She smiles,  but as  Neo looks at her, a
flash of uncertainty, and maybe hate, flies across her face before the
smile returns.

                              PRIESTESS

                 "The Oracle is anxious to see you."

NEO follows her into the familiar apartment. The windows are  covered,
and NEO and the priestess are the only ones there. The Priestess moves
into the dark kitchen.

NEOís eyes  adjust to  the darkness.  He hears  something squish as he
steps, and looks down.

The tattered rug  is a swamp  of dark, congealing  liquid. NEO reaches
down and touches it with his fingertips. Itís half-dried blood.

He stands, his eyes adjusted to  the dark now. The walls are  chipped,
covered in bullet holes.

In slow-motion, the entry door to the apartment opens. In walks  AGENT
BROWN. NEO turns to the  kitchen. AGENTS SMITH and JONES  appear. They
all draw their .45s.

NEO stands  still as  they walk  up to  him and  put their guns to his
head.

                         AGENT SMITH scoffs.

                                 NEO

 "I was on to you the whole time. I only came in here to isolate you,
                           to destroy you."

                             AGENT JONES

                     "What are you waiting for?"

                                 NEO

              "I realized, that I canít destroy you - "

                           HE nods at SMITH

                                 NEO

              " - without destroying the Matrix itself."

                                SMITH

                 "You killed me too easy last time."

                                BROWN

                       "And if you kill us - "

                           HE nods at JONES

                                BROWN

                   "Weíll only come back like him."

                         BROWN nods to SMITH.

                                 NEO

                              "I know."

   SMITH breathes deep, and drops his gun. The others follow suit.

                                SMITH

                "So, why donít you take it all down?"

                                 NEO

                            "The Matrix?"

                                SMITH

                                "Yes."

                                 NEO

  "I can. But if I destroy the Matrix, everyone within it will die."

                            SMITH snorts.

                                SMITH

        "I take it the great Morpheus failed to mention this?"

       NEO looks up at him, but his expression doesnít change.

                                 NEO

                     "How many people are in it?"

        SMITH holsters his weapon. He speaks matter-of-factly.

                                SMITH

                      "Six and a half billion."

            FOR NEO, the numbers are too huge to imagine.

                            BROWN scoffs.

                                BROWN

                      "Could you destroy us?"

ITíS a serious question for Neo. But he nods. He knows his potential.

                                 NEO

                              "I could."

                                SMITH

              "What does that make you feel like? God?"

                      HE is amused by the idea.

                                JONES

        "This is getting tiresome. Where do we go from here?"

                                 NEO

 "IF you cut the power that the Matrix supplies to your armies, Iíll
                            let you live."

                                SMITH

      "Idiot. We donít care about life, we care about victory."

                                 NEO

                                "Why?"

                                JONES


                       "So our kind... prevails."

                                 NEO

                          "You mean, lives."

                                SMITH

 "Who do you think started this war, boy? Your kind tried to kill us
                               first."

                                BROWN

         "But you didnít. Youíre not as tough as you think."

                                 NEO

                             "Weíll see."

THE three agents, helpless to stop him, watch as he walks for the door
of the apartment. NEO opens it,  and stops, his face meeting a  flying
FIST. His vision  FLASHES with the  impact, and he  staggers back into
the room, falling on his ass and rolling back onto his feet.

              GREGOR steps into the room, tall and BAD.

                         NEO holds up a hand.

                                 NEO

           "Stop! I donít want to fight you! Youíre human!"

GREGORY  doesnít  answer.  He  smashes  a  side-kick  into  NEOís gut,
doubling him over.

THE kick carries  such an impact  that a pale  concussion wave flashes
past Gregor. It sends NEO crashing out the window.

GREGORY stands upright and moves to the window, followed by the  three
agents. Thereís nothing on the street, twenty stories below.

The building  starts trembling.  We hear  rapid-fire impacts,  growing
louder and coming faster.

THE FLOOR EXPLODES  as NEO crashes  up through the  concrete, throwing
the agents away as  he embraces GREGORY in  a bear hug. THEY  blast up
through the ceiling. WE follow them up through three more floors, bam,
bam, bam. Each concrete floor smashes GREGORY in the head.


EXT. ROOFTOP (MATRIX) - DAY

NEO and GREGORY SMASH through the roof, flying upward, like a missile,
past us.


EXT. SKY (MATRIX) - DAY

CU: NEO

HIS FACE is contorted in rage as he rockets upward. GREGORY is  barely
conscious. Seeing this, NEO stops, and flings Gregoryís body violently
earthward.

NEO looks down as  the body falls toward  the city, thousands of  feet
below. He turns away,  just as the distant  GREGORY is falling out  of
sight. Just before he does, the speck of a person PULLS up, and  grows
larger and larger as  it returns. A contrail  streaks behind him as  a
rips through  the air.  FISTS FORWARD,  GREGORY is  like an MX missile
bearing on NEO.

NEO turns just in  time to catch BOTH  FISTS in his chest.  Like a cue
ball striking another billiard,  all Gregorís momentum is  transferred
into Neo. Gregor stops dead in the air as Neo is hurtled out of view.

CU: GREGOR

HE is in  shock somehow as  he sees NEO  flying away. He  clenches his
fists and flexes his body, then looks down.

WE see the ground, thousands of feet below.

                               GREGORY

                             "Holy shit!"

FOR some  reason, he  starts to  fall. Even  as he  claws to  maintain
altitude, his  rational mind  has caught  up with  him and  is somehow
denying the fact that he can fly.

As heís  facing the  ground, NEO  slams into  him from above. Gripping
Gregor by the neck and his  belt, he drives straight down. The  ground
rushes, it takes  one second to  drop past a  50-story skyscraper. Neo
slams  Gregor,  front first,  into  the concrete  sidewalk.  They bust
through the sidewalk, into the sewer below.


INT. SEWER (MATRIX) - DAY

NEO stands. Offscreen,  we can here  choking breaths. Neo  looks down.
Gregor lies twisted on a concrete slab, impaled multiple times through
the chest by snapped, rusty rebar.  He takes one last breath, and  his
eyes half-close.

NEO checks the pulse. Finding nothing, he leaps out of the hole.

CU: GREGORY

HIS eyes  blink, and  he follows  NEOís departure.  Choking, unable to
breath with the rebar through him, he writhes. Thereís nothing for him
to grab to pull himself off the steel.

His eyes clenched  shut, Gregor levitates,  by force of  will, pulling
his body off the rebar.  The corrugated bars make wet,  sucking sounds
as the pull through his body.  Finally, he gets to a twisted  piece of
bar, and canít make it over. Heís losing all his breath, all his  life
force, over one piece of twisted steel protruding from his chest.

WITH one  last, wiggling  effort, he  works it  through him. HIS mouth
opens wide, but no sounds emit, lest he recall Neo. Just as the end of
the steel bar enters his body and we canít take any more,

                                                               CUT TO:


EXT. DESERT HIGHWAY (MATRIX) - SUNSET

THE Countach and bike  zip down a long,  perfectly flat empty road.  A
brown sunset plagues the horizon. There is no civilization in sight.


INT. COUNTACH (MATRIX) - SUNSET

MORPHEUS tries his cell again. This time, it reaches the Neb.


INT. MAIN DECK - NIGHT

RAZOR and CIRCA are both operating the consoles.

                                RAZOR

                             "Operator."

                           MORPHEUS (O.S.)

                  "Good to hear youíre still there."

                                RAZOR

              "Jesus, you too. Where the fuck are you?"

                               MORPHEUS

"About two hundred miles east of the city, on highway 315. We need an
                                exit."

                                RAZOR

          "Coming up on your left, ten miles, a rest stop."


INT. COUNTACH (MATRIX) - SUNSET

                               MORPHEUS

                  "I donít remember an exit there."

                                RAZOR

                        "Gimme five minutes."

                               MORPHEUS

                                "Out."


INT. MAIN DECK (NIGHT)

RAZOR clears the  screen in front  of him and  cracks his fingers.  He
looks at Circa.

                                CIRCA

                            "Theyíre OK?"

                                RAZOR

           "Gotta get Ďem out. They need an exit program."

CU: Keyboard.  RAZORíS fingers  fly at  inhuman speeds  over the keys.
Data  pours down  the console  as he  blazes away.  Finally, he  hits
Ďenterí so hard it rocks the station.

RAZOR  turns to  Circa as  Matrix code  resumes its  cascade down  the
screens.

                                RAZOR

                      "Yes! Did you like that?"

                      CIRCA just rolls her eyes.


INT. COUNTACH (MATRIX) SUNSET

            MORPHEUSí phone rings. He answers. Itís Razor.

                                RAZOR

                          "Exit ready sir."

                               MORPHEUS

                     "Check the phone for bombs."


INT. MAIN DECK - NIGHT

           CIRCA looks over some data and shakes her head.

                                CIRCA

                            "Itís clear."


INT. COUNTACH (MATRIX) - SUNSET

                             RAZOR (O.S.)

   "Itís all set. Thereís a pair of cops at the rest stop, though."

                               MORPHEUS

                           "Not a problem."

THE Countach pulls into  the meager rest stop,  not more than a  water
fountain, toilet house and phone booth.

A police cruiser sits, lights off, waiting to intercept speeders.


EXT. REST STOP (MATRIX) - SUNSET

THE Countach skids  to a stop,  kicking up a  massive dust cloud  that
hides the  car. We  hear the  door slide,  and the  massive black-clad
figure of MORPHEUS emerges from the dust.

                 An Uzi in each hand, pointed at US.

THE COP behind the wheel is too slow to draw, call for backup, or even
duck for cover. The safety glass is destroyed as gunfire rips  through
it, chewing the cop to pieces. His body thrashes in the seat.

MORPHEUS turns away. NIOBE pulls up on her bike and gets off,  slowly,
obviously the ride had been  a long one. Trinity joins  them. Morpheus
stops.

                               MORPHEUS

             "I thought Razor said their were two cops."


INT. BATHROOM HOUSE (MATRIX) - SUNSET

A ROOKIE cop, his  face to young for  a razor, is shaking  as he peeks
through a crack in the door, through which he sees the terrorists  who
just wasted his partner. He finishes buckling his pants, and draws his
service pistol, only to shake in pain as his body morphs.


INT. MAIN DECK - NIGHT

RAZOR and CIRCA see the agent morph as the code flies down the screen.

                                RAZOR

                          "Fuck, fuck fuck!"


EXT. REST STOP (MATRIX) - SUNSET

THEY smell somethingís wrong. They  move, back to back in  a triangle,
for the  phone booth,  weapons draw  and looking  in all  direction at
once.

                               MORPHEUS

                         "Niobe, you first."

                               TRINITY

                      "Bullshit, itís my turn."

                                NIOBE

                     "Junior ranks leave first."

TRINITY enters the booth as the phone starts ringing.

Itís the moment Smith was waiting for.

HE BURSTS  out of  the door,  gun firing  at the  booth. Inside, glass
shatters, and blood sprays as  Trinity is riddled with bullets.  Smith
doesnít stop. He sprays for an eternity, even firing as she collapses,
phone still ringing. Her body slumps, smearing blood against the booth
door as it shuts from her weight.


INT. MAIN DECK (NIGHT)

TRINITYíS body spasms violently against her harness as her life  signs
go berserk.  Sheís not  dead, but  death is  only seconds  away. Circa
screams, but Razor is locked, staring at the screen with the intensity
from which he derived his name.


EXT. REST STOP (MATRIX) - NIGHT

MORPHEUS and NIOBE open fire. Smith shudders, flickers violently, his
body moving too fast to follow as the two rebels empty their clips at
 him. The actions of the guns stop in the open position, barrels and
empty chambers smoking, as the last empty shells patter to the ground.

MORPHEUS throws the guns down and turns to Niobe.

                               MORPHEUS

                            "Get her out."

NIOBE dives for  the shattered booth,  kicking away the  starred glass
and  answering  the  ringing  phone.  She  pulls  it  down,  and hauls
Trinityís destroyed body up, placing the phone to her ear.

TRINITYíS head merely sags lifelessly to one side.

                                NIOBE

      "Come on! Go through, Trinity! God damnit donít give up!"

TRINITYíS  eyes   flicker.  She   focuses  on   Niobe,  summoning  her
consciousness enough to make the  phase back into the real  world. She
starts to fade as we cut to:


INT. MAIN DECK (NIGHT)

CIRCA stands over  Trinity as the  rebels blue eyes  flutter open. Her
whole body goes into a seizure and she chokes and screams as she grabs
Circa.

                                CIRCA

                     "Youíre safe, youíre safe!"


EXT. REST STOP

MORPHEUS charges SMITH.  Smith ignores reloads  him, and sights  in on
the exposed back of Niobe as she is reaching up to put the phone  back
on the  hook. As  the sights  rest right  between her shoulder blades,
Morpheus grabs his gun with both hands. He squeezes off one shot,  the
action freeze  back on  an empty  chamber, before  Morpheus throws his
hands up in the air

The shot ricochets clips Niobeís ear and ricochets off the booth.  She
hangs up the phone and touches the blood of her ear. The phone  rings.
She looks at it, then back at Morpheus and Smith, raising dust as they
fight.

She leaves the ringing phone and runs to join the fight.


INT. MAIN DECK - NIGHT

RAZOR pounds the edge of the console as he watches the screen.

                                RAZOR

                           "Crazy mothers!"

CIRCA has  removed Trinityís  interface, but  sheís having  a seizure.
Circa can barely hold her down as she uses her teeth to rip the  cover
off a wicked hypo.

                                RAZOR

                       "Whatís wrong with her?"

                                CIRCA

             "Her bodyís dying but her mind wonít quit."

CIRCA straddles her and plunges the massive needle into her chest.


EXT. REST STOP (MATRIX)

Morpheus and  Smith clash  in the  dust -  punches, kicks,  and blocks
coming too  fast to  see. Smith  is wailing  on Morpheus, but Morpheus
sneaks in a  kick that separates  them. They take  stances a good  two
distances away. Theyíre about to go at it again when:

NIOBE sprints  into the  fight. Performing  a flying  leap kick, Smith
grabs her  and swings  her down,  crashing her  body into the concrete
with a sickening crack-thud. She rolls, fighting the pain, as Morpheus
flies  back into  action, catching  the agent  with a  furious ass  of
swinging kicks.

Niobe grits back the pain and rejoins her love. Together they  assault
the agent, their speed almost, almost equaling his, their will  capped
by the limits of their Matrix-bending powers. Finally, Smith resurges.
He  lands  a punch  into  Niobeís stomach,  and  her body  folds  over
unnaturally, as if her back is broken. She crumples to the deck, blood
pouring from her mouth.

MORPHEUS screams and brings a hammer blow down on the back of  Smithís
neck,  smashing  the  agentís  face  down  and  imprinting  it  in the
concrete. For a  moment, Smith is  still. Morpheus collects  Niobe and
runs for the phone booth, which is still ringing.

ITíS too far. Smith grabs him around the knees, spilling him  forward.
Man handling him like he weighs nothing, Smith gets on top of him  and
starts smashing his fists down into Morpheusí face.

                                SMITH

          "I should have killed you the first chance I had."

Like an enraged silverback, he raises his fists together for one final
blow. But  instead of  striking, his  eyes catch  something. He  flips
back, jumping, as a silver streak cuts through the air, a split second
too  slow to  cut the  agentís head  off. Instead,  it slices  cleanly
through the triceps of the raised arms, leaving nick on the throat.

RAZOR, dressed in a black kimono and wielding two katanas, steps  over
Morpheus as  he pursues  the agent.  Smith rolls  backwards, gains his
footing, and retreats from the  swirling blades of death. He  turns to
Morpheus:

                                RAZOR

                                "Go!"


INT. MAIN DECK - NIGHT

RAZOR is strapped into one of the interface chairs, his eyes closed.


EXT. REST STOP

HALF-DEAD MORPHEUS drags NIOBE to the booth.

Behind them, Agent Smith backs away from RAZORíS dual blades, on long,
one short. Whenever Razor attacks,  Smith backs away. They circle  one
another.

                MORPHEUS puts Niobe through the phone.

                      RAZOR forces Smith around.

                                RAZOR

              "Come on, tough guy, come got some Razor."

SMITH frowns  and moves  forward, but  the whistling  edge of  a blade
makes him  think twice.  RAZOR holds  the short  sword parallel to the
ground, the long sword straight up. He hides his eyes behind the short
sword.

SMITHís back is against the sunset. The sun drops below a cloud.

RAZOR flashes  the light  off his  short blade,  directly into Smithís
eyes, blinding him as he strikes with the long sword.

SMITH, blinded, turns and backs away. RAZOR attacks.

IN the  booth, Niobe  is gone.  MORPHEUS hangs  up the  phone. He  can
barely stand up enough to reach the handset. When it rings he picks it
up. But he doesnít disappear.

                               MORPHEUS

                             "Reload me."


INT. MAIN DECK - NIGHT

                                CIRCA

                             "All right."

SHE punches  some keys.  MORPHEUSí 3-D  avatar flashes  on a  console,
along with a massive array of weapons.


EXT. BOOTH (MATRIX) - SUNSET

MORPHEUS disappears for a second, then reappears. Now he is  perfectly
clean, and immaculately dressed. He replaces his sunglasses and  kicks
through  the remains  of the  booth, walking  toward the  fight as  he
produces new weapons, heavy with ammo, from his long coat.

RAZOR keeps  swinging at  SMITH -  and missing.  Seeing his chance, he
runs back for the ringing  phone. SMITH pursues, almost on  RAZOR when
the neo-samurai jumps in the  air and pirouhettes, swinging one  sword
after another, like a helicopter blade from Hell.

IN the liquid  world of slo-mo,  the short sword  cuts through Smithís
outstretched fingers, sending them  flying. The long sword  grazes his
forearm, cutting through the fabric  and taking off a slice  of flesh.
The tip of  the sword slices  through his suit,  cutting his tie  off,
digging about an inch into his torso.

SMITH collapses into the dust, his  face a mask of blood and  dust. He
doesnít try to get up.

RAZOR passes MORPHEUS, who backs up to the ringing phone booth.  Razor
goes  through first.  MORPHEUS keeps  his eyes  and weapon  locked on
SMITH, who  makes no  attempt to  pursue. He  stands calmly,  and in a
dignified manner, wipes dust off  his clothing as he watches  Morpheus
step into the booth, and replace the phone.

It rings. One hand on the receiver, Morpheus stares back at Smith.

SMITH stands there, not attempting to pursue. Morpheus pauses,  taking
advantage of the chance to observe his deadly enemy.

SMITH stares at the booth for a second. Emotion twists his face, first
anger,  then  perhaps  sadness.  Heís lost.  Heíll  be  in  the Matrix
forever.

With a quicksilver flash,  his body reverts back  to the shape of  the
rookie cop.

THE young  man is  left standing  there. He  is filthy,  bloody, badly
sliced up, and the fingers of one hand are missing. He looks around at
the carnage  as his  mouth simply  opens and  closes, reflexively,  in
shock. He focuses on Morpheus.

The rebel answers the phone and disappears, leaving the cop, his  body
broken and his mind blown.


INT. MAIN DECK - NIGHT

CIRCA helps MORPHEUS off the interface chair. Razor is triumphant.

                                RAZOR

   "Did you see that? We beat him! A fucking agent! He gave up!"

MORPHEUS, unflappable, rises and rushes to the operations consoles.

                               MORPHEUS

                           "Where is Neo?"

                                CIRCA

 "Havenít heard from him. The city is still cut off from the rest of
                             the Matrix."

   MORPHEUS appears enraged. He looks at Neo, supine on his chair.

                               MORPHEUS

      "Why does it still exist? Why hasnít he destroyed it yet?"

                                RAZOR

                          "Maybe he canít."

 TRINITY is sitting on the edge of her interface chair, looking like
                                hell.

                               TRINITY

                 "Is he even alive? Is he captured?"

                                RAZOR

  "Last we saw he was trying to blow up the building. Havenít locked
                           onto him since."

                               MORPHEUS

                           "What? Why not?"

                                CIRCA

    "Call me crazy, but I think heís masking his own displacement
                             signature."

                                RAZOR

"His carrier signal just goes nowhere. But there is data going back
                             and forth."

MORPHEUS  stares at  the data  on the  screens. The  Matrix lives.  He
pushes Razor out of the way, and starts hacking at the keyboard at  an
incredible rate. Itís obvious Morpheus can handle computers.

                               MORPHEUS

               "I found him once. Iíll find him again."

We  go deeper  into the  miasma of  green symbols,  swallowed by  the
blackness of the screen, and emerge into:


INT. PENTHOUSE APARTMENT (MATRIX) - NIGHT

The apartment is luxuriously laid out and furnished. Gregory sits on a
leather couch, watching  whatever on the  tube with the  sound off. He
absentmindedly  manipulates a  quarter over  and around  his fingers.
Finally, he stops and looks at the quarter.

Holding it between his  thumb and forefinger, he  folds it in half  as
though it was a disk of bubble  gum. He folds it again, then rools  it
as though itís a musket ball.

Chandra enters the living room and collapses on the couch. She reaches
points the remote at the TV, but Gregory puts his hand over it to  get
her attention.

                               GREGORY

        "So, you really donít have any idea how you got here?"

                               CHANDRA

               "No. I only remember being on the bike."

                            GREGORY sighs.

                               GREGORY

 "Yeah, you took a pretty good knock on the head. Do you know how we
                           got this place?"

                      She looks at him, annoyed.

                               CHANDRA

            "Duh. We broke in. We donít own a penthouse."

                               GREGORY

                       "What if I said we did?"

                               CHANDRA

                       "Iíd say youíre insane."

She finally gets the remote and changes the channel. The volume  comes
on, louder and  infinitely more tinny  and obnoxious than  anything in
life. Chandra laughs at the images as Gregory stares into space.



INT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT

NEO sits with his back against a blackened brick wall, staring  ahead.
Heís  in the  belfry of  an ancient,  destroyed cathedral,  among the
pigeon nests, soot, and bird crap.

FROM here, in  downtown, we can  see the modern,  uptown section, with
its  gleaming  skyscrapers. METACORTEX  still  stands, illuminated  by
searchlights.

NEO sits and broods. Isolated, his world turned upside down and  right
side out in less than a week, his mind and spirit are a blank.

Again, he tries his cell phone.  Static. He collapses it and puts  it.
Just as it leaves his mind, it rings. The face flips open.

NEO puts it to his ear without speaking.

                           MORPHEUS (O.S.)

                                "Neo."

              NEOíS grim expression is melted by relief.

                                 NEO

       "Morpheus! Holy shit! You wonít believe what happened."

                               MORPHEUS

                              "I know."

                                 NEO

           "I couldnít do it. Morpheus, thereís a problem."


INT. MAIN DECK - NIGHT

       MORPHEUS has the headset on. He stands and surveys NEO.

                               MORPHEUS

            "Yes, there is a problem. The Matrix exists."


EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT

                  NEOíS relief fades into confusion.

                                 NEO

                         "I know. Iím sorry."

                           MORPHEUS (O.S.)

                        "And the problem is..."

                                 NEO

 "Uh, itís impossible. If the Matrix is destroyed, the people within
the system will die. They will all die. There has to be a different
                                way."

                      MORPHEUS doesnít respond.

                                 NEO

                    "Morpheus? Did you know this?"

We  hear  nothing. NEO  can  hear his  own  heart beating.  Anger  and
confusion add to the already heavy mental burden he carries.



                           MORPHEUS (O.S.)

              "I didnít say things would be easy, Neo."

        NEO sinks to the ground, shocked. He shakes his head.

                                 NEO

                                "No."


INT. MAIN DECK - NIGHT

MORPHEUS isnít happy about what he has to tell his protťgť, but  there
is no bending his will. The others look on soberly.

                               MORPHEUS

   "Neo, the Matrix... itís not real. And itís up to you to end it."




EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT

NEO canít stand the reality of the situation. Heís coming apart.

                                 NEO

  "No, Morpheus, this canít be! We canít do this! We have to get the
                             people out."

                           MORPHEUS (O.S.)

 "Even if we could somehow get to them without cutting through their
defenses, thereís no way we can rehabilitate billions of people. They
                 wouldnít even want to be woken up."

                            Neo is silent.

                           MORPHEUS (O.S.)

                  "You can do it. You can free us."

                                 NEO

             "Why me? Why the fuck do I have to do this?"

                 MORPHEUS is silent for a long while.


INT. MAIN DECK - NIGHT

Everyone is watching  Morpheus, and no  one can quite  believe what is
happening.

                               MORPHEUS

"You know what needs to be done. Time is short. Make up your mind. The
only way youíre getting out of the Matrix is through its destruction."

                    Morpheus kills the connection.


EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT

Neo hears the line click dead. He canít believe what has happened.


INT. MAIN DECK - NIGHT

MORPHEUS drops the headset on  the operations console. He types  a few
commands on the keyboard, then addresses the crew.

                               MORPHEUS

                  "No one goes in. Heís on his own."

                       He leaves the main deck.

Trinity stares at Neo for a moment, her face fighting for composure No
one looks at her. She walks away, then leans against the bulkhead, her
body shaking.


EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT

Neo closes the cell  phone. He reaches to  tuck it away, then  pauses,
looking at it. He drops it to the ground and walks on.

He stands out on   a finger of crumbling   church, the night air   all
around him.  The  city  lights are   alive below.  He  focuses  on the
Metacortex building. Leaving  him there, we  rush to it  until we dive
into the dark  shadows  of the  very building,  going  microscopically
close, until the  darkness gives way  to the glowing  green miasma  of
quantum  code.  It  fills  the  screen  before  we  bust  through into
darkness again.


TO BE CONTINUED...

Matrix Reloaded, The



Writers :   Andy Wachowski  Larry Wachowski
Genres :   Sci-Fi  Action  Thriller


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