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Introduction

Hee hee.... another one where not much introduction is needed. Just to say [OPINION] its very cyberpunk and one of the best films in recent history.[/OPINION] Themes of technology, reality and the limits of human ability/consciousness - to name a few and 'redolent' with spiritual metaphor.

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THE MATRIX


Written by
Larry and Andy Wachowski

April 8, 1996



(1)

A computer screen pulsates, So close that there is nothing else to be seen.

A blinking cursor pulses in the electric darkness like a heart coursing with phosphorous light, burning beneath the derma of black-neon glass.

In the distance a phone begins to ring, but this call is heard as if from the inside. The cursor continues to throb, relentlessly patient, until a man's voice:

'Operator'.

Data now slashes across the screen, information flashing faster than can be read. Call trans opt: received. 2-19-96      13:24:18 REC:Log>. Then a womans voice, cold, hard. 'I'm inside. Anything to report?'

The man's name is CYPHER. The woman's, TRINITY.

'Let's see. Target left work at 5:01 PM.', reports Cypher. 'Trace program: running.' flashes across the screen. The entire screen fills with racing columns of numbers. Shimmering like green-electric rivets, they rush at a 10-digit phone number in the top corner. 'He caught the northbound Howard line. Got off at Sheridan. Stopped at 7-11. purchased six-pack of beer and a box of Captain Crunch. Returned home'. The area code is identified. The first three numbers suddenly fixed, leaving only seven flowing columns.

The screen begin to pulse, as if with frustration. Each digit is slowly matched, one by one, snapping into place like the wheels of a slot machine.

'All right, you're relieved. Use the usual exit.'
'Do you know when we're going to make contact?', questions Cypher, a hint of anxiety in the voice. 'Soon', comes Trinity's calculated response.

Only two thin digits left.

'Just between you and me, you don't believe it, do you? You don't believe this guy is the one do you, Trinity?'.
'I think Morpheus believes he is.' she replies, evasively. 'I know that Trinity, but what about you?'. 'I think Morpheus knows things that I don't.'. 'Yeah, but if he's wrong --'.

The final number pops into place --      'Did you hear that?' snaps Trinity. 'Hear what?'.

The screen animates: 'Trace complete. Call origin:#312-555-0690'. 'Are you sure this line is clean Cypher?'. 'Yeah, course I'm sure.' The ELECTRIC HUM of the green numbers GROW INTO an OMINOUS ROAR. 'I better go'. 'Yeah. Right. See you on the other side, Trinity.'

The woman hangs up as the numbers grow into a mass of binary coding as far as can be seen - the netherworld behind a computer screen, where gradually the sound of a police radio grows. 'Attention all units. Attention all units.'


(2)

A flashlight cuts open the darkness of an old hotel abandoned after a fire licked its way across the polyester carpeting, destroying several rooms as it spooled soot up the walls and ceiling leaving patterns of permanent shadow.
Four armed POLICE officers using flashlights creep down the blackened hall and ready themselves on either side of room 303. The biggest of them violently kicks in the door as the other cops pour in behind him, guns thrust before      them. 'Police! Freeze!'.
The room is almost devoid of furniture. There is a fold-up table and chair with a phone, a modem, and a power book computer. The only light in the room is the glow of the computer screen. Sitting there, her hands still on the keyboard, is Trinity; a woman streamlined in black vinyl.
'Get your hands behind your head!'.      Trinity rises. 'Hands behind your head! Now! Do it!'. She slowly puts her hands behind her head.

Outside the hotel a black sedan with tinted windows glides in through the police cruisers.
Two men get out of the car uniformed in predictable special agent's garb. They wear dark suits and sunglasses even at night. Both are also always hardwired; small Secret Service earphones in one ear, its cord coiling back into their shirt collars. AGENT SMITH: 'Lieutenant?'. 'Oh no.', mutters the uniformed cop whilst glancing down uncomfortably at his feet. 'Lieutenant, you were given specific orders --', 'I'm just doing my job. You gimme      that Juris-my dick-tion crap and you can cran it up your ass'. 'The orders were for your protection, Lieutenant'.      'I think we can handle one little girl', snorts the Lieutenant.      Agent Smith nods to Agent Brown as they start toward the hotel.

'I sent two units. They're bringing her down now', calls out the Lieutenant, attempting to recover his diminished authority. Immediately, the two agents freeze, Agent Smith slowly turns, 'No, Lieutenant, your men are already dead'.

(3)

The Big Cop flicks out his cuffs, the other cops holding position. They've done this a hundred times, they know they've got her, until the Big Cop reaches with the cuff and Trinity moves --
It almost doesn't register, so smooth and fast, inhumanly fast. The eye blinks and Trinity's palm snaps up and the nose explodes, blood erupting. Time seems to distort. Suddenly the cops become like statues whilst Trinity continues to move but as if in slow motion.
She leaps to the air squaring up for a flying kick. At the point of impact time returns to normal, the cop takes the full force of the blow to the chest. But the force is unnatural, it propels him across the room and into another cop before they both are crushed right through into the wall cavity.
Another cop panicks and begins firing. Trinity moves to run. Time distorts. The cop's shots are slow and way behind. To further the cop's amazement, Trinity executes an inhuman manoeuvre running away up the back wall then banking to run around the corner of the room to the side wall and back to face the cop. The cop still fires wildly. She leaps to the floor and with alien speed, comes up underneath the cops aim. Seizing a wrist, misdirecting a gun, as a startled cop FIRES - A head explodes. In blind panic, another airs his gun, the barrel, a fixed black hole - And FIRES. Trinity twists out of the way, the bullet missing as she reverses into a roundhouse kick, knocking the gun away.      The cop begins to scream when a jump kick crushes his windpipe, killing the scream as he falls to the ground.      She looks at the four bodies. 'Damn'.

Agent Brown enters the hotel, while Agent Smith heads for the alley.

Trinity is again on the phone, pacing. The other end is answered by a man, 'Operator'. 'Morpheus! The link was traced! I      don't know how'. 'I know. Stay calm', Morpheus's voice is low and smooth. 'Are there any agents?', 'Yes', comes the deep regretful answer. 'Damn!'. 'Trinity, you have to focus. There is a phone. Wells and Laxe. You can make it. You can MAKE it!'.
She takes a deep breath, centering herself, 'All right, I'm gone'. She drops the phone.
She bursts out of the room just as Agent Brown enters the hall, leading another unit of police. Trinity races to the opposite end, exiting through a broken window onto the fire escape. In the alley below, Trinity sees Agent Smith staring at her. She can only go up.
She reaches the roof running, as Agent Brown rises over the parapet, leading the cops in pursuit. She begins jumping from one roof to the next, her movements so clean, gliding in and out of each jump, contrasted to the wild jumps of the cops. Agent Brown, however, has the same unnatural grace.
The METAL SCREAM of an EL TRAIN is heard and she turns to it, racing for the back of the building. The edge falls away into a wide back alley. The next building is over 40 feet away, but Trinity's face is perfectly calm, staring at some point beyond the other roof.

The cops slow, realising they are about to see something ugly as Trinity drives at the edge, launching herself into the air. From above, the ground seems to flow beneath her as she hangs in flight. She hits the floor on the other side, somersaulting up, still running hard.
The cop's stop and stare, slack-jawed, as Agent Brown duplicates the move exactly, landing, rolling over a shoulder, up onto one knee, 'Nooo, that's impossible...'
Just below the building are the rumbling tracks of riveted steel. The TRAIN SCREECHES beneath her, a rattling blur of grey metal. Trinity jumps, landing easily. She looks back just as Agent Brown hurls through the air barely reaching the last car. The Agent stands, yanking out a gun. She is already running hard as BULLETS WHISTLE past her head.
Ahead she sees her only chance, 50 feet beyond the point where the train has begun to turn, there is a window; a yellow glow in the midst of a dark brick building.
Trinity zeroes in on it, running as hard as she can, her speed compounded by the train. The SCREAM of the STEEL rises as she nears the edge where the train rocks into the turn.
She hurtles into the empty night space, her body levelling into a dive. She falls, arms covering her head      as the whole world seems to spin on its axis whilst she crashes with an EXPLOSION of GLASS and WOOD, then falls onto a back stairwell, tumbling, bouncing down
stairs bleeding, broken, but still alive.
Through the smashed window, she glimpses the Agent, still on the train, his tie and coat whipping in the wind; stone-faced, he touches his ear piece as the train slides him past the window.
Trinity tries to move. Everything hurts. 'Get up, Trinity. You're fine. Get up, just get up!'. She stands and limps down the rest of the stairs.

(4)

She emerges from the shadows of an alley and, at the end of the block, in a pool of white street light, she      sees it. The telephone booth.
Moving in pain, she starts down the concrete walk, focusing in completely, her pace quickening, as the PHONE begins to RING.
Across the street, a garbage truck suddenly u-turns, its TIRES SCREAMING as it turns.
Trinity sees the headlights on the truck arcing at the telephone booth as if taking aim.

Then gritting through the pain she runs towards the booth. At her first movement, the truck wheelspins into motion aimed at the booth. she races the truck. Reaching for the phone, she looks around. The headlights blindingly bright, bearing down on the box of Plexiglas just as she answers the phone.

There is a frozen instant of silence before the hulking mass of dark metal lurches up onto the sidewalk, barrelling through the booth, bulldozing it into a brick wall, smashing it to Plexiglas pulp.
After a moment, a black loafer steps down from the cab of the garbage truck. Agent Smith inspects the wreckage. There is no body. Trinity is gone.

His jaw sets as he grinds his molars in frustration. AGENT JONES walks up behind him.
"Did you get anything from the room?", "Their next target. The name is      Neo". The handset of the pay phone lays on the ground, separated in the crash like a severed limb. "We'll need a search running". "It's already begun".

(5)

Neo's apartment seems overgrown with technology. Weed-like cables coil everywhere, duct-taped into thickets that wind up and around the legs of several desks. Table tops are filled with cannibalised equipment that lay open like an autopsied corpse.

In the centre of this rat-nest of technology, slumped on a desk is a young man who knows more about living inside a computer than living outside one. He is deep in sleep whilst his computer glares flicking through information, searching. Abruptly, the screen goes black. "Wake up", is spelled out across the screen as if just typed. Neo's eyes flick open. He half stretches, dozily glancing at the screen. His eyes widen, he sits up. "What the.." He hits escape in an attempt to dispose of the text. "Do you want to know what the Matrix is, Neo?", a new line of text. Neo is frozen when he reads his name. "What the hell..." again he tries in vain to clear the screen. "follow the white rabbit", trickles the text. He stares, confused. The screen clears. He sits back. "Knock, knock, Neo", reads the text. A chill runs down his spine and when someone KNOCKS twice on      his door he almost jumps out of his chair.

He looks at the door, then back at the computer but the message is gone. He shakes his head, not completely sure what happened. Again, someone knocks. Cautiously, Neo approaches the door. The chain is on, he opens it the door. A group who lives down the hall, is standing outside with a group of friends. "Did you get it?", the guy asks with a edge of excitment/anticipation in his trembley voice, "You got the money this time?". He holds up two hundred dollars. Neo opens the door and takes the money stopping to stare for a second then closes the door as a precaution whilst he swops the bundle for a disk taken from a hidden stash. He returns to the door and hands over the disk. "Thanks man, you're my own personal Jesus Christ", "Hey, just remember..", "yeah, yeah," interupts the guy, "I don't know you right?". Neo looks suddenly blank. "Hey you ok, Neo?", "uh, yeah, I just.., my computer it.. Do you ever get the feeling when you don't know if you're awake of asleep?". The guy smiles "Yeah man, s'called Mescaline, it's the only way to fly! Hey you need to get out more. Why don't you come down the club - loosen up?". He looks at his girlfriend "What do you reckon, Dujour? You think we can do something with him?". She looks him up and down provocatively, "Definitely!".      "Er, I don't know. I have to work      tomorrow", "Come on. It'll be fun. I promise", she adds.      He looks up at her and suddenly notices on her shoulder blade a tattoo of a small white rabbit. The ROOM TILTS. "Yeah, yeah. Sure, I'll go."

In an old Chicago apartment, a series of halls connects a chain of small high-ceilinged rooms lined with heavy casements. Smoke hangs like a veil, blurring the few lights there are. Dressed predominantly in black, people are everywhere,      gathered in cliques around pieces of furniture like jungle cats around a tree.
Neo stands against a wall, alone, sipping from a bottle of beer, feeling completely out of place, he is about to leave when he notices a woman staring at him. The woman is Trinity. She walks straight up to him. In the nearest room, shadow-like figures grind against each other to the pneumatic beat of INDUSTRIAL MUSIC.

"Hello, Neo".
"How do you know that name?", he tries to remain calm but responds too quick.
"I know a lot about you. I've been      wanting to meet you for some time".
"Who are you?"
"My name is Trinity".
"Trinity? The Trinity?", he looks startled, suddenly interested. "The Trinity that cracked the I.R.S. Kansas City D-Base?"
"That was a long time ago, Neo".
"No way", he is impressed.
"What?"
"I just thought..."
She cuts him off, "...that I was a guy? Most guys do".
Neo is a little embarrassed.
"I don't have much time, Neo".

The MUSIC is so loud they must stand very close, talking directly into each other's ear.
"That was you on my computer, wasn't it?"
"I brought you here to warn you, Neo. You are in a lot of danger. They're watching you, Neo. Something happened and they found out about you".
"I don't understand -"
"You came here because you wanted an answer the the question".
He takes a sharp intake of breath, "The Matrix. What is the Matrix?"

Her body is against his; her lips very close to his ear.
There is a hypnotic quality to her voice and Neo feels the words like a drug, seeping into him.

"The truth is out there, Neo. It's looking for you and it will find you, if you want it to."

"That's all I can tell you right now. Good-bye, Neo.

                  Wait. Who was it? Who was the
                  man?

      She leans close, her lips almost touching his ear as she
      whispers.

                              TRINITY
                  You know who.

      She turns and he watches her melt into the shifting wall
      of bodies.

      A SOUND RISES steadily, growing out of the music,
      pressing in on Neo until it is all he can hear as we --

                                          CUT TO:


      INT. NEO'S APARTMENT

      The sound is an ALARM CLOCK, slowly dragging Neo to
      consciousness. He strains to read the clock face:
      9:15 A.M.

                              NEO
                  Aww, no..no..no.


      EXT. SKYSCRAPER

      The downtown office of CorTechs, a software development
      company.


      INT. CORTECHS OFFICE

      The main offices are along each wall, the windows
      overlooking downtown Chicago.

      RHINEHEART, the ultimate company man, lectures Neo
      without looking at him, typing at his computer
      continuously.

      Neo stares at two window cleaners on a scaffolding
      outside, dragging their rubber squeegees down across the
      surface of the glass.

                              RHINEHEART
                  You have a problem, Mr. Anderson.
                  You think that you're special.
                  You believe that somehow the rules
                  do not apply to you.

      He stops, glancing over his glasses at Neo, who turns in
      time.

                              RHINEHEART
                  Obviously, you are mistaken.

      His long, bony fingers resume clicking the keyboard.

                              RHINEHEART
                  This company is one of the top
                  software companies in the world
                  because every single employee
                  understands that they are a part
                  of a whole. Thus, if an employee
                  has a problem, the company has a
                  problem.

      He turns again.

                              RHINEHEART
                  The time has come to make a
                  choice, Mr. Anderson. Either you
                  choose to be at your desk on time
                  from this day forth, or you choose
                  to find yourself another job. Do
                  I make myself clear?

                              NEO
                  Yes, Mr. Rhineheart. Perfectly
                  clear.

      INT. NEO'S CUBICLE

      The entire floor looks like a human honeycomb, with a
      labyrinth of cubicles structured around a core of
      elevators.

      Neo slumps down into his chair.

      Neo turns and finds a FEDERAL EXPRESS MAN at his cubicle
      door.
      Neo signs the pad and the Fedex guy hands him the softpak.

                              FEDEX
                  Have a nice day.

      He opens the bag. Inside is a CELLULAR PHONE. It seems
      the instant it is in his hand, it RINGS. Unnerved, he
      flips it open.

                              NEO
                  Hello?

                              MORPHEUS
                  Hello, Neo.

Neo takes a quick breath
"Morpheus."

      Neo's knees give and he falls into his chair.

                              MORPHEUS
                  I've been watching you, Neo, and I
                  want to meet you. I don't know if
                  you're ready to see what I want to
                  show you, but unfortunately, we
                  have run out of time. They're
                  coming for you, Neo. And I'm not
                  sure what they're going to do.

                              NEO
                  Who's coming for me?

                              MORPHEUS
                  Stand up and see for yourself.

                              NEO
                  Right now?

                              MORPHEUS
                  Yes. Now.

      Neo starts to stand.

                              MORPHEUS
                  Do it slowly. Slowly. The elevator.

      His head slowly peeks up over the partition.

      At the elevator, he sees Agent Brown and Agent Jones
      leading a group of cops. A female employee turns and
      points out Neo's cubicle.

      Neo ducks.

                              NEO
                  What the...! Damn it!

                              MORPHEUS
                  Yes!

      One cop stays at the elevator, the others follow the
      agents.

                              NEO
                  What do they want with me?!

                              MORPHEUS
                  I'm not sure. But, if you don't
                  want to find out, you better get
                  out of there.

                              NEO
                  How?!

                              MORPHEUS
                  I can guide you out, but you have
                  to do exactly what I say.

      The agents are moving quickly towards the cubicle.

                              MORPHEUS
                  The cubicle across from you is
                  empty.

                              NEO
                  But what if...?

                              MORPHEUS
                  Go! Now!

      Neo lunges across the hall, diving into the other cubicle
      just as the agents turn into his row.

      Neo crams himself into a dark corner, clutching the phone
      tightly to him.

                              MORPHEUS
                  Stay here for a moment.

      The agents enter Neo's empty cubicle. A cop is sent to
      search the bathroom.

      Morpheus' voice is a whisper in Neo's ear.

                              MORPHEUS
                  When I tell you, go to the end of
                  the row to the first office on the
                  left, stay as low as you can.

      Sweat trickles down his forehead.

                              MORPHEUS
                  Now.

      Neo rolls out of the cubicle, his eyes popping as he
      freezes right behind a cop who has just turned around.

      Staying crouched, he sneaks away, down the row, SHOOTING
      across the opening to the first office on the left.

      The room is empty.

                              MORPHEUS
                  Good. Now there is a window.
                  Open it.

                              NEO
                  How do you know all this?

      
                              MORPHEUS
                  The answer is coming, Neo.

      He opens the window. The wind howls into the room.

                              MORPHEUS
                  Outside, there's a scaffold. You
                  can use it to get to the roof.

      Leaning out the window, he sees that the scaffold is
      several offices away.

                              NEO
                  No! It's too far away.

                              MORPHEUS
                  There's a small ledge. It's a
                  short climb. You can make it.

      Neo looks down; the building's glass wall vertigos into a
      concrete chasm.

                              NEO
                  No way, no way, this is crazy.

                              MORPHEUS
                  Don't be controlled by your fear,
                  Neo. There are only two ways out
                  of this building. One is that
                  scaffold. The other is in their
                  custody. You take a chance either
                  way. I leave it to you.

      CLICK. He hangs up. Neo looks at the door, then back at
      the scaffold.

                              NEO
                  This is insane! Why is this
                  happening to me? What did I do?
                  I'm nobody. I didn't do anything.
                  Damn!

      He climbs up onto the window ledge. Hanging onto the
      frame, he steps onto the small ledge.

      The scaffold seems even farther away.

      The WIND suddenly BLASTS up the face of the building,
      knocking Neo off balance. Recoiling, he clings harder to
      the frame, and the phone falls out of his hand.


      He watches as it is swallowed by the distance beneath him.
      A choice is suddenly made in Neo's mind.

      EXT. SKYSCRAPER

      The agents lead a handcuffed Neo out of the revolving
      doors, forcing his head down as they push him into the
      dark sedan.

      Trinity watches in the rear view mirror of her
      motorcycle.

                              TRINITY
                  Damn.

      INT. INTERROGATION ROOM - CLOSE ON CAMERA MONITOR

      A wide angle view of a white room, where Neo is sitting at
      a table alone.

      We MOVE INTO the monitor, ENTERING the room as if the
      monitor were a window.

      At the same moment, the door opens and the agents enter.

      Smith sits down across from Neo. A thick manila envelope
      slaps down on the table between them.

      Neo glances at the name on the file: 'Anderson, Thomas
      A.'

                              AGENT SMITH
                  As you can see, we've had our eye
                  on you for some time now, Mr.
                  Anderson.

      He opens the file. Paper rattle marks the silence as he
      flips several pages. Neo cannot tell if he is looking at
      the file or at him.

                              AGENT SMITH
                  It seems that you have been living
                  two lives. In one life, you are
                  Thomas A. Anderson, program writer
                  for a respectable software
                  company. You have a social
                  security number, you pay your
                  taxes and you help your land lady
                  carry out her garbage.

      The pages continue to turn.

                              AGENT SMITH
                  The other life is lived in
                  computers where you go by the
                  hacker alias Neo, and are guilty
                  of virtually every computer crime
                  we have a law for, including the
                  unauthorised use of the D.M.V.
                  system for the removal of
                  automobile boots.

      Neo feels himself sinking.

                              AGENT SMITH
                  One of these,lives has a future.
                  One of them does not.

      He closes the file.

                              AGENT SMITH
                  I'm going to be as forthcoming as
                  I can be, Mr. Anderson. You are
                  here because we need your help.

      He removes his sunglasses; his eyes are an unnatural ice-
      blue.

                              AGENT SMITH
                  We know that you have been
                  contacted by a certain individual.
                  A man who calls himself Morpheus.
                  Whatever you think you know about
                  this man is irrelevant to the fact
                  that he is wanted for acts of
                  terrorism in more countries than
                  any other man in the world. He is
                  considered by many authorities to
                  be the most dangerous man alive.

      He leans closer.

                              AGENT SMITH
                  My colleagues believe that I am
                  wasting my time with you, but I
                  believe you want to do the right
                  thing. It is obvious that you are
                  an intelligent man, Mr. Anderson,
                  and that you are interested in the
                  future. That is why I believe you
                  are ready to put your past
                  mistakes behind you and get on
                  with your life.

      Neo tries to match his stare.

                              AGENT SMITH
                  We are willing to wipe the slate
                  clean, to give you a fresh start
                  and all we are asking in return is
                  your cooperation in bringing a
                  known terrorist to justice.

      Neo nods to himself.

                              NEO
                  Yeah. Wow. That sounds like a
                  real good deal. But I think I
                  have a better one. How about I
                  give you the finger --

      He does.

                              NEO
                  And you give me my phone call.

      Agent Smith puts his glasses back on.

                              AGENT SMITH
                  You disappoint me, Mr. Anderson.

                              NEO
                  You can't scare me with this
                  gestapo crap. I know my rights.
                  I want my phone call.

      Agent Smith smiles.

                              AGENT SMITH
                  And tell me, Mr. Anderson, what
                  good is a phone call if you are
                  unable to speak?

      The question unnerves Neo and strangely, he begins to
      feel the muscles in his jaw tighten.

      The standing agents snicker, watching Neo's confusion
      grow into panic.

      Neo feels his lips grow soft and sticky as they slowly
      seal shut, melding into each other until all trace of his
      mouth is gone.

      Wild with fear, he lunges for the door but the agents
      restrain him holding him in the chair.

                              AGENT SMITH
                  You are going to help us, Mr.
                  Anderson, whether you want to or
                  not.

      Smith nods and the other two rip open his shirt.

      From a case taken out of his suit coat, Smith removes a
      long, fiber-optic wire tap.

      Neo struggles helplessly as Smith dangles the wire over
      his exposed abdomen. Horrified, he watches as the
      electronic device animates, become an organic creature
      that resembles a hybrid of an insect and a fluke worm.

      Thin, whisker-like tendrils reach out and probe into
      Neo's navel. He bucks wildly as Smith drops the creature
      which looks for a moment like an uncut umbilical cord --

      Before it begins to burrow its, tail thrashing as it
      worms its way inside.


      INT. NEO'S APARTMENT - NIGHT

      Screaming, Neo bolts upright in bed.

      He realises that he is home. Was it a dream? His mouth
      is normal. His stomach looks fine. He starts to take a
      deep, everything-is-okay breath, when --

      The PHONE RINGS.

      It almost stops his heart. It CONTINUES RINGING,
      building pressure in the room, forcing him up out of bed,
      sucking him in with an almost gravitational force.

      He answers it, saying nothing.

                              MORPHEUS .
                  This line is tapped, so I must be
                  brief.

                              NEO
                  The agents --

                              MORPHEUS
                  They got to you first, but they've
                  underestimated how important you
                  are. If they knew what I know,
                  you would probably be dead.

      Neo feels sick.

                              MORPHEUS
                  I don't know what you are thinking
                  right now but I want you to
                  understand that I will not give up
                  on you until you give up on me.

      Neo's throat cracks, dry as the Sahara.

                              MORPHEUS
                  Do you still want to meet?

                              NEO
                  ... Yes.

                              MORPHEUS
                  Take the Howard line south.

      CLICK. He closes his eyes, unsure of what he has done.


      EXT. EL TRAIN

      An EL TRAIN RAGES against its metal rails.


      INT. TRAIN

      It is three a.m., and the train carries the usual urban
      night crawlers. Neo sits alone, eyes shifting, watching
      everything nervously.

      There is a METAL BANG and TRAIN CLATTER fills the car as
      the door is opened.

      Neo turns and sees a large man enter. He is wearing
      sunglasses and a black leather jacket. His name is APOC
      and he walks straight at Neo.

                              APOC
                  Come with me.

      Neo stands just as the door at the opposite end opens and
      two police officers rush in, drawing their guns.

      Apoc grabs Neo, muscling him to the nearest exit. There
      is no upcoming station.

      Apoc yanks the emergency brake and the train buckles
      against its own speed. The cops are thrown back. Neo
      slams against the metal rail.

      The doors open onto nothing and just when Neo regains his
      balance, Apoc shoves him backwards --

      He flies out from the train, arms wind-milling as he falls
      from, the raised tracks --

      Hurtling towards a busy city street when, out of nowhere,
      a truck races under him and --

      He crashes into a large dumpster-bed filled with empty
      boxes.


      INT. TRUCK BED

      Still shaking his head, Neo realises he is not alone. A
      man named Cabie is aiming a big gun at him. Trinity is
      next to him, talking into a cellular phone.

                              TRINITY
                  We got him. Call the chop-shop.

      She hangs up.

                              TRINITY
                  Listen to me, Neo. You have to,
                  trust us.

      She tears off a long strip of black duct-tape and reaches
      for his face.

                              NEO
                  What are you doing?


                              TRINITY
                  This has to be done for your
                  protection and ours.

      She seals his eyes shut with the tape.

                              TRINITY
                  You can't understand right now,
                  but if you're not one of us,
                  you're one of them.


      EXT. LOWER WACKER

      A featureless black van glides up to a staircase that
      curls down from the city's surface.

      trinity guides the blind Neo down the steps. The back of
      the van slaps open, revealing a young, skinny man who
      looks to be still in his teens, wearing an outfit that is
      a cross between a surgeon and a telephone repair man.

      His name is GIZMO and he smiles lewdly at Trinity,
      exposing his teeth that are wired with weird-looking
      braces.

                              GIZMO
                  Va va va voom. Still the hottest
                  software around.

                              TRINITY
                  Hello, Gizmo.

      Neo hears the voices around him.

                              GIZMO
                  This is really the guy? The guy
                  that Morpheus thinks --

                              TRINITY
                  Yeah.

                              GIZMO
                  But he's so old.

                              TRINITY
                  Are you going to help us or aren't
                  you?

                              GIZMO
                  Hacksaw. Load up the copper-top
                  and let's get the hell outta here.

      Hacksaw is a huge man in a leather welder's apron. He
      shoulders Neo and hauls him into the van.

      A moment later the green lights of Lower Wacker curve
      over the tinted windshield as the van rushes through the
      underworld.


      INT. VAN

      The chop-shop is filled with electronic gadgets, wired to
      meters and monitors. There are shelves lined with
      medical supplies and rows of hanging tools, knives,
      cleavers, and stainless steel clamps.

      Neo is strapped down to an ambulance cart, listening
      nervously as Gizmo gets to work.

                              GIZMO
                  Okay, first we take a little look
                  under the hood.

      He pulls up the goggles hanging at his neck and they
      blink to life with tiny halogen lights and lenses irising
      to varying levels of magnification.

                              GIZMO
                  You're going to feel a little
                  prick.

      He inserts acupuncture-like needles into Neo's lower
      abdomen. The needles are wired to video monitors.
      Hacksaw pilots the fiber-optic lens.

                              NEO
                  What are you doing?

                              TRINITY
                  We think you're bugged. We can't
                  take you to Morpheus until you're
                  clean.

                              GIZMO
                  There it is.

      On a monitor, we see the bug nestled in among Neo's large
      intestines.

                              GIZMO
                  Hit him with 10 ccs of local.

      Hacksaw loads a hypodermic needle and pumps an anesthetic
      around Neo's navel.

      Using a device that looks like a miniature speculum,
      Gizmo inserts a knuckled dental pick. Typing into a
      calculator keypad wired to the pick, he automates the
      tip.

      On the monitor, we watch it telescope out and the end
      separate into a tiny hooked, metal claw.

                              GIZMO
                  Here, kitty, kitty, kitty.

      The claw snags hold of the bug.

                              GIZMO
                  Gotcha!

      But the bug reacts violently. Neo screams as it wraps
      itself around the soft tissue web of intestine.

                              GIZMO
                  Damn.

                              TRINITY
                  What's happening?

                              GIZMO
                  I don't know. They've never done
                  that before.

      Neo writhes in pain.

                              GIZMO
                  Hold him down.

                              NEO
                  Nooo! Ahhhhhh!

                              TRINITY
                  Do something!

                              GIZMO
                  I got it! Maybe we can stun it.

                              TRINITY
                  Are you crazy? That will kill
                  him.

      We watch Neo, who can't see what they are talking about.

                              GIZMO
                  It'll work. Come on, do it or
                  Hacksaw will.

                              NEO
                  Do what?

      The instant he hears the word, he knows.

                              TRINITY
                  Clear.

                              NEO
                  Oh, no --

      The cry is frozen in his mouth as the paddles hit his
      chest. Gizmo wrestles with the bug.

                              GIZMO
                  Hit him again!

      Again, the electricity convulses through him as Gizmo
      yanks the speculum out.

                              GIZMO
                  Got it!

      Trinity touches Neo, who is just beginning to breathe.
      She eases the tape off his eyes.

                              TRINITY
                  Neo, are you okay?

      He nods.

                              TRINITY
                  It's over. We got it.

      Hanging from the claw pick is the inanimate metal wire-
      tap.

                              GIZMO
                  Nasty little bugger, ain't it?


      INT. HOTEL LAFAYETTE

      The van stops in a deserted alley behind a forgotten
      hotel. The doors open and Trinity helps Neo get out.
      It is raining heavily.

      It is a place of putrefying elegance, a rotting host of
      urban maggotry.

      Trinity leads Neo from the stairwell down the hall of the
      thirteenth floor. They stop outside room 1313.

                              TRINITY
                  This is it.

      Neo can hear his own heart pounding.

                              TRINITY
                  Let me give one piece of advice.
                  Be honest. He knows more than you
                  can possibly imagine.


      INT. ROOM 1313

      Across the room, a dark figure stares out the tall
      windows veiled with decaying lace. He turns and his
      smile lights up the room.

                              MORPHEUS
                  At last.

      He wears a long black coat and his eyes are invisible
      behind circular mirrored glasses.

      He strides to Neo and they shake hands.

                              MORPHEUS
                  Welcome, Neo. As you no doubt
                  have guessed, I am Morpheus.

                              NEO
                  It's an honour.

                              MORPHEUS
                  No, the honour is mine. Please. Come. Sit.

      He nods to Trinity.
      She bows her head sharply and exits through a door to an
      adjacent room.

      They sit across from one another in cracked, burgundy-
      leather chairs.

                              MORPHEUS
                  I imagine, right now, you must be
                  feeling a bit like Alice, tumbling
                  down the rabbit hole?

                              NEO
                  You could say that.

                              MORPHEUS
                  I can see it in your eyes. You
                  have the look of a man who accepts
                  what he sees because he is
                  expecting to wake up.

      A smile, razor-thin, curls the corner of his lips.

                              MORPHEUS
                  Ironically, this is not far from
                  the truth. But I'm getting ahead
                  of myself. Can you tell me, Neo,
                  why are you here?
                  Do you believe in fate, Neo?

                              NEO
                  No.

                              MORPHEUS
                  Why not? Because you don't like the idea that
                  you're not in control of your life?

                  Neo shrugs.

                              MORPHEUS
                  I know exactly what you mean.

      Again, that smile that could cut glass.

                              MORPHEUS
                  Let me tell you why you are here.
                  You are here because you have the
                  gift.

                              NEO
                  What gift?

                              MORPHEUS
                  I've watched you, Neo. You do not
                  use a computer like a tool. You
                  use it like it was part of
                  yourself. What you can do inside
                  a computer is not normal. I know.
                  I've seen it. What you do is
                  magic.

      Neo shrugs.

                              NEO
                  It's not magic.

                              MORPHEUS
                  But it is, Neo. It is. How else
                  would you describe what has been
                  happening to you?

      He leans forward.

                              MORPHEUS
                  We are trained in this world to
                  accept only what is rational and
                  logical. Have you ever wondered
                  why?

      Neo shakes his head.

                              MORPHEUS
                  As children, we do not separate
                  the possible from the impossible
                  which is why the younger a mind is
                  the easier it is to free while a
                  mind like yours can be very
                  difficult.

                              NEO
                  Free from what?

                              MORPHEUS
                  From the Matrix.

      Neo locks at his eyes but only sees a reflection of
      himself.

                              MORPHEUS
                  Do you want to know what it is,
                  Neo?

      Neo swallows and nods his head.

                              MORPHEUS
                  It's that feeling you have had all
                  your life. That feeling that
                  something was wrong with the
                  world. You don't know what it is
                  but it's there, like a splinter in
                  your mind, driving you mad,
                  driving you to me. But what is
                  it?

      The LEATHER CREAKS as he leans back.

                              MORPHEUS
                  The Matrix is everywhere, it's all
                  around us, here even in this room.
                  You can see it out your window, or
                  on your television. You feel it
                  when you go to work, or go to
                  church or pay your taxes. It is
                  the world that has been pulled
                  over your eyes to blind you from
                  the truth.

                              NEO
                  What truth?

                              MORPHEUS
                  That you are a slave, Neo. That
                  you, like everyone else, was born
                  into bondage...
                  ... kept inside a prison that you
                  cannot smell, taste, or touch. A
                  prison for your mind.

      Outside, the WIND BATTERS a loose PANE of glass.

                              MORPHEUS
                  Unfortunately, no one can be told
                  what the Matrix is. You have to
                  see it for yourself.

      Morpheus holds out a red pill in one hand and a blue in the other.

                              MORPHEUS
                  This is your last chance. After
                  this, there is no going back.
                  You take the blue pill and the
                  story ends. You wake in your bed
                  and you believe whatever you want
                  to believe.

      The pills in his open hands are reflected in the glasses.

                              MORPHEUS
                  You take the red pill and you stay
                  in Wonderland and I show you how
                  deep the rabbit-hole goes.

Neo reaches for a pill but stops as MORPHEUS breaks the silence.

                              MORPHEUS
                  Remember, all I am offering you is
                  the truth. Nothing more.

      Neo opens his mouth and swallows the red pill.

                              MORPHEUS
                  Follow me.

      He leads Neo into the other room, which is cramped with
      high-tech equipment, glowing ash-bliie and electric green
      from the racks of monitors.

      Trinity, Apoc and Cypher look up as they enter.

      In the centre of the room sits a chair. Near the chair
      is an old oval dressing mirror that is cracked.

      Neo sits and Trinity begins gently fixing white electrode
      disks to his head, arms, and the back of his neck.

                              MORPHEUS
                  If the virtual reality apparatus,
                  as you called it, was wired to all
                  of your senses and controlled them
                  completely, would you be able to
                  tell the difference between the
                  virtual world and the real world?

      Neo whispers to Trinity.

                              NEO
                  You did all this?

      She nods, placing a set of headphones over his ears.
      They are wired to an old hotel phone.

                              MORPHEUS
                  The pill you took is part of a
                  trace program. It will help us locate you.

      Distantly, through the ear phones, he hears Apoc POUNDING
      on a KEYBOARD. Sweat beads his face. His eyes blink and
      twitch when he notices the mirror.

      Wide-eyed he stares as it begins to heal itself, a
      webwork of cracks that slowly run together as though the
      mirror were becoming liquid.

                              NEO
                  No way...

      Cypher works with Apoc checking reams of phosphorescent
      data. Trinity monitors Neo's electric vital signs.

      Neo reaches out to touch the mirror and his fingers
      disappear beneath the rippling surface.

      Quickly, he tries to pull his fingers out but the mirror
      stretches in long rubbery strands like mirrored-taffy
      stuck to his fingertips.

                              NEO
                  What is this? Mescaline?

                              MORPHEUS
                  Just relax, Neo.

      The strands thin like rubber cement as he pulls away,
      until the fragile wisps of mirror thread break.

      With the TINKLING of GLASS, shimmering snowflakes
      of electric-blinking mercury fall, hit the ground, and
      fade.

      He looks at his hand; fingers distended into mirrored
      icicles that begin to melt rapidly, dripping, running
      like wax down his fingers, spreading across his palms
      where he sees his face reflected.

                              NEO
                  Uh-oh...

                              TRINITY
                  It's going into replication.

                              MORPHEUS
                  Apoc?

                              APOC
                  Still nothing.

      Morpheus takes out a cellular phone and dials a number.

                              MORPHEUS
                  Tank, we're going to need the
                  signal soon. Stay calm, Neo.

      The mirror gel seems to come to life, racing, crawling up
      his arms like hundreds of insects.

                              NEO
                  It's cold.

      The mirror creeps up his neck as Neo begins to panic,
      tipping his head as though he were sinking into the
      mirror, trying to keep his mouth up.

                              NEO
                  It's all over me --

      Morpheus is right next to him, with the phone.

                              TRINITY
                  I got a fibrillation!

                              CYPHER
                  I knew it, I knew it...

                              MORPHEUS
                  Apoc?

      Streams of mercury run from Neo's nose.

                              APOC
                  Targeting... almost there.

      An ALARM, on Trinity's monitor ERUPTS.

                              TRINITY
                  He's going into arrest!

                              APOC
                  Lock! I got him!

                              MORPHEUS
                  Now, Tank now!

      His eyes tear with mirror, rolling up and closing as a
      high-pitched ELECTRIC SCREAM ERUPTS in the headphones --

      It is a piercing SHRIEK like a computer calling to
      another computer --

      Neo's body arches in agony
      Sucked into his SCREAM and swallowed by darkness.


      INT. POWER PLANT - CLOSE ON MAN'S BODY

      Floating in a womb-red amnion.

      His body spasms, fighting against the thick gelatin.

      Metal tubes, surreal versions of hospital tubes, obscure
      his face. Other lines like IVs are connected to limbs
      and cover his genitals.

      He is struggling desperately now. Air bubbles into the
      Jell-O but does not break the surface.

      Pressing up, the surface distends, stretching like a red
      rubber cocoon.

      Unable to breathe, he fights wildly to stand, clawing at
      the thinning elastic shroud --

      Until it ruptures, a hole widening around his mouth as he
      sucks for air. Tearing himself free, he emerges from the
      cell.

      It is Neo.

      He is bald and naked, his body slick with gelatin.
      Dizzy, nauseous, he waits for his vision to focus.

      He is standing in an oval capsule of clear alloy filled
      with red gelatin, the surface of which has solidified
      like curdled milk.

      The IVs in his arms are plugged into outlets that appear
      to be grafted to his flesh.

      He feels the weight of another cable and reaches to the
      back of his head where he finds an enormous coaxial
      plugged and locked into the base of his skull.

      He tries to pull it out but it would be easier to pull
      off a finger.

      To either side he sees other tube-shaped pods filled with
      red gelatin; beneath the wax-like surface, pale and
      motionless, he sees other human beings.

      Fanning out in a circle, there are more. All connected
      to a centre core, each capsule like a red, dimly glowing
      petal attached to a black metal stem.

      Above him, level after, level, the stem rises seemingly
      forever. He moves to the foot of the capsule and looks
      out.

      The image assaults his mind.

      Towers of glowing petals spiral up to incomprehensible
      heights, disappearing down into a dim murk like an
      underwater abyss.

      His sight is blurred and warped, exaggerating the
      intensity of the vision. The sound of the PLANT is like
      the sound of the ocean heard from inside the belly of
      Leviathan.

      Below Neo, a petal detaches from the stem, bearing away
      the body of an old man like an automated barge even as a
      new pod rises up and plugs itself into the empty space.

      Inside the new capsule, its surface more translucent and
      pinkish in colour, Neo sees a small baby.

      From above, a machine drops directly in front of Neo.

      He swallows his scream as it seems to stare at him.

      It is almost insect-like in its design; beautiful
      housings of alloyed metal covering organic-like systems
      of hard and soft polymers.

      A black particle beam washes over Neo, he reacts in pain
      as the scanner seems to expose the nervous system wired
      to the coaxial cable at his cerebral cortex.

      At the back of the neck, the cable lock spins and opens,
      disengaging.

      The cable pulls itself free, a long clear plastic needle
      and cerebrum-chip slides from the anterior of Neo's skull
      with an ooze of blood and spinal fluid. The other
      connective hoses snap free and snake away as --

      The back of the unit opens and a tremendous vacuum, like
      an airplane door opening, sucks the gelatin and then Neo
      into a black hole.


      INT. WASTE LINE

      The pipe is a waste disposal system and Neo falls,
      sliding with the clot of gelatin.

      Banking through pipe spirals and elbows, flushing up
      through grease traps clogged with chilly clumps of
      cellulite.

      Neo begins to drown when he is suddenly snatched from the
      flow of waste.

      The metallic cable then lifts, pulling him up into the
      belly of the futuristic flying machine, hovering inside
      the sewer main line.


      INT. HOVERCRAFT

      The metal harness opens and drops the half-conscious Neo
      onto the floor.

      Human hands and arms help him up as he finds himself
      looking straight at Morpheus.

      Trinity and Apoc. And others, dressed in bizarre, high-
      tech combat gear.

      Morpheus smiles.

                              MORPHEUS
                  Welcome to the real world, Neo.

      Neo passes out.

                                                      FADE TO BLACK.

      We have no sense of time. We hear VOICES whispering.

                              MAN (O.S.)
                  Do you think Morpheus is right?
                  Do you think he could be the One?

                              WOMAN (O.S.)
                  It doesn't matter now. But if
                  he's wrong...

      FADE IN:

      NEO'S POV

      Neo's eyes flutter open. We see Trinity's face above us,
      angelic in the fluorescent glow of a light stick.


      ANGLE ON NEO

                              NEO
                  ... am I dead?

                              TRINITY
                  Far from it.

                                                      FADE TO BLACK.


      FADE IN:


      ANGLE ON NEO

      He opens his eyes again, something tingling through him.
      He focuses and sees his body pierced with dozens of
      acupuncture-like needles wired to a strange device.

                              DOZER
                  He needs a lot of work.

                              MORPHEUS
                  I know.

      Dozer and Morpheus are operating on Neo.

                              NEO
                  What are you doing?

                              MORPHEUS
                  Your muscles have atrophied.
                  We're rebuilding them.

      Fluorescent light sticks burn unnaturally bright.

                              NEO
                  Why do my eyes hurt?

                              MORPHEUS
                  You've never used them before.

      Morpheus takes his sunglasses off and puts them on Neo.
      Neo lays back.

                              MORPHEUS
                  Rest, Neo. The answers are
                  coming.


      INT. NEO'S ROOM

      Neo wakes up from a deep sleep, feeling better. He is
      wearing a black tank top and shorts.

      He begins to examine himself. There is a futuristic IV
      plugged into the jack in his forearm. He pulls it out,
      staring at the grafted outlet.

      He feels his bald head. His fingers find and explore the
      large outlet in the base of his skull.

      Just as he starts to come unglued, Morpheus opens the
      door.

                              NEO
                  Morpheus, what's happened to me?
                  What is this place?

                              MORPHEUS
                  More important than what is when?

                              NEO
                  When?

                              MORPHEUS
                  You believe the year is 1997 when
                  in fact it is much closer to 2197.
                  I can't say for certain what year
                  it is because we honestly do not
                  know.

      The wind is knocked from Neo's chest.

                              NEO
                  That's not possible.

                              MORPHEUS
                  I promised you the truth, Neo, and
                  the truth is that the world you
                  were living in was a lie.

                              NEO
                  How?

                              MORPHEUS
                  I'll show you.


      INT. HOVERCRAFT

      Like a sleepwalker, Neo follows Morpheus through the ship.

                              MORPHEUS
                  This is my ship, the

                  Nebuchadnezzar. It's a
                  hovercraft. Small like a
                  submarine. It's dark. It's


                  cramped and cold. But it's home.

      They climb a ladder up to the main deck.


      INT. MAIN DECK

      Everyone is there.

                              MORPHEUS
                  This is the main deck. You know
                  most of my crew.

      Trinity smiles and nods.

                              MORPHEUS
                  The ones you don't know. That's
                  Mouse and Switch. The two big
                  guys are Tank and Dozer.

      The names and faces wash meaninglessly over Neo.

                              MORPHEUS
                  And this, this is the Core. This
                  is where we broadcast our pirate
                  signal and hack into the Matrix.

      It is a swamp of bizarre electronic equipment. Vines of
      coaxial hang and snake to and from huge monolithic
      battery slabs, a black portable satellite dish and banks
      of little systems and computer monitors.

      At the centre of the web, there are six ectoskeleton
      chairs made of a poly-alloy frame and suspension harness.

      Near the circle of chairs is the control console and
      operator's station where the network is monitored.

                              MORPHEUS
                  Help him, Trinity.

      Neo allows himself to be helped into one of the chairs.

                              MORPHEUS
                  Do you remember when I asked you
                  about an apparatus that could turn
                  a virtual reality into reality?

      Neo nods.

                              MORPHEUS
                  It's right here.

      He touches Neo's head.

                              MORPHEUS
                  And it's accessed here.

      Neo feels Morpheus guiding a coaxial line into the jack
      at the back of his neck. The cable has the same kind of
      cerebellum chip we saw inside the plant.

                              MORPHEUS
                  This will feel a little weird.

      There are several disturbing NOISES as he works the
      needle in.

      We MOVE IN as Neo's shoulders bunch and his face tightens
      into a grimace until a loud CLICK fires and his ears pop
      like when you equalise them underwater.

      He relaxes, opening his eyes as we pull back to a feeling
      of weightlessness inside another place --


      INT. CONSTRUCT

      Neo is standing in an empty, blank-white space.

                              MORPHEUS
                  This is the Construct.

      Startled, Neo whips around and finds Morpheus now in the
      room with him.

                              MORPHEUS
                  It is our loading program. We can
                  load anything from clothes, to
                  weapons, to training simulations.
                  Anything we need.

      Morpheus walks past Neo and when Neo turns he sees the
      two leather chairs from the hotel set up in front of a
      large-screen television.

                              MORPHEUS
                  Sit down.

      Neo stands at the back of the chair as Morpheus sits.

                              NEO
                  Right now, we're inside a computer
                  program?

                              MORPHEUS
                  Wild, isn't it?

      Neo's hands run over the cracked leather.

                              NEO
                  This isn't real?

                              MORPHEUS
                  What is real? How do you define
                  real? If you're talking about
                  your senses, what you feel, taste,
                  smell, or see, then all you're
                  talking about are electrical
                  signals interpreted by your brain.

      He picks up a remote control and clicks ON the
      TELEVISION. We drift through the Windy City circa 1996.

                              MORPHEUS
                  This is the Chicago you know.
                  Chicago as it was at the end of
                  the twentieth century. This
                  Chicago exists only as part of a
                  neural-interactive simulation that
                  we call the Matrix.

      We GLIDE AT the television as he changes the channel.

                              MORPHEUS
                  You have been living inside
                  Baulliaurd's vision, inside the
                  map, not the territory. This is
                  Chicago as it exists today.

      The sky is an endless sea of black and green bile. The
      earth, scorched and split like burnt flesh, spreads out
      beneath us as we ENTER the television.

                              MORPHEUS
                  'The desert of the real.'

      In the distance, we see the ruins of a future Chicago
      protruding from the wasteland like the blackened ribs of
      a long-dead corpse.

                              MORPHEUS
                  We are, right now, miles below the
                  earth's surface. The only place
                  humans can survive outside the
                  Matrix is underground.

      Still MOVING, we TURN and find Neo and Morpheus; the
      chairs now sitting in the middle of the black desert.
      Dizzy, Neo holds onto the chair.

                              NEO
                  What happened?

                              MORPHEUS
                  It started early in the twenty-
                  first century, with the birth of
                  artificial intelligence, a
                  singular consciousness that
                  spawned an entire race of
                  machines.

      In his sunglasses, we see storm clouds gather.

                              MORPHEUS
                  At first all they wanted was to be
                  treated as equals, entitled to the
                  same human inalienable rights.
                  Whatever they were given, it was
                  not enough.

      In the circular window of the glasses, EXPLOSIONS light
      up a bloody battle field.

                              MORPHEUS
                  We don't know who struck first.
                  Us or them. But sometime at the
                  end of the twenty-first century
                  the battle was joined.

      We MOVE INTO his glasses and the war surrounds us.

                              MORPHEUS
                  The war raged for generations and
                  turned the face of our planet from
                  green and blue to black and red.

      At last we see the Sentinels; killing machines that are
      at once terrifying and beautiful. They have an organic
      architecture like a microbiotic organism, that is
      perpetually in motion.

      The Sentinel cracks the body armory of a soldier,
      splitting open the soft, stearing meat inside.

                              MORPHEUS
                  It scorched and burned the sky.
                  Without the sun, the machines
                  sought out a new energy source to
                  survive.

      The Sentinel locks up, as heat lightning of black ink
      bursts against the sky, spreading into a permanent cloud
      of stain.

                              MORPHEUS
                  They discovered a new form of
                  fusion. All that was required to
                  initiate the reaction was a small
                  electric charge. Throughout human
                  history we have been dependent on
                  machines to survive. Fate, it
                  seems, is not without a sense of
                  irony.

      We return to the power plant that Neo escaped from where
      we see human beings looking almost blissful in their
      gelatin cocoons.

                              MORPHEUS
                  The human body generates more bio-
                  electricity than a 120-volt
                  battery and over 25,000 B.T.U.'s
                  of body heat.

      Outside, spreading all around the power plant, beneath a
      breathing greenhouse, are the growing fields.

                              MORPHEUS
                  We are, as an energy source,
                  easily renewable and completely
                  recyclable, the dead liquified and
                  fed intravenously to the living.

      Huge farm-like reapers are harvesting the crop.

                              MORPHEUS
                  All they needed to control this
                  new battery was something to
                  occupy our mind.

      We see inside a clear tubular husk. Floating in viscous
      fluid, there is a human fetus; its soft skull already
      growing around the brain-jack.

                              MORPHEUS
                  And so they built a prison out of
                  our past, wired it to our brains
                  and turned us into slaves.

      We PULL BACK to find the image is now on the television
      and we are again inside the white space of the Construct.

                              NEO
                  No! I don't believe it! It's not
                  possible!

                              MORPHEUS
                  I didn't say that it would be
                  easy, Neo. I just said that it
                  would be the truth.

      The room without walls begins to spin.

                              NEO
                  Stop! Let me out! I want out!


      INT. MAIN DECK

      His eyes snap open and he thrashes against the chair,
      trying to rip the cable from the back of his neck.

                              NEO
                  Get this thing out of me!

                              TRINITY
                  Easy, Neo. Easy.

      Dozer holds him while Trinity unlocks it. Once it's out,
      he tears away from them, falling as he trips free of the
      harness.

                              NEO
                  Don't touch me! Get away from me!

      On his hands and knees, he reels as the world spins.
      Sweat pours off him as a pressure builds inside his skull
      as if his brian had been put into a centrifuge.

                              CYPHER
                  He's going to pop!

      Vomiting violently, Neo pitches forward and blacks out.


      INT. NEO'S ROOM

      He blinks, regaining consciousness. The room is dark.
      Neo is stretched out on his bed.

                              NEO
                  I can't go back, can I?

      Morpheus sitting like a shadow on a chair in the far
      corner.

                              MORPHEUS
                  No. But if you could, would you
                  really want to?

      Neo isn't sure of that answer.

                              MORPHEUS
                  I feel that I owe you an apology.
                  There is a rule that we do not
                  free a mind once it reaches a
                  certain age. It is dangerous.
                  They have trouble letting go..
                  Their mind turns against them.
                  I've seen it happen. I broke the
                  rule because I had to.

      He stares into the darkness, confessing as much to
      himself as Neo.

                              MORPHEUS
                  When the Matrix was first built
                  there was a man born inside that
                  had the ability to change what he
                  wanted, to remake the Matrix as he
                  saw fit. It was this man that
                  freed the first of us and taught
                  us the secret of the war; control
                  the Matrix and you control the
                  future.

      He pauses.

                              MORPHEUS
                  When he died, the Oracle at the
                  temple of Zion prophesied his
                  return and envisioned an end to
                  the war and freedom for our
                  people. That is why there are
                  those of us that have spent our
                  entire lives searching the Matrix,
                  looking for him.

      Neo can feel his eyes on him.

                              MORPHEUS
                  I did what I did, because I
                  believe we have been brought here
                  for a reason, Neo. You are here
                  to serve a purpose, just as I am
                  here to serve mine.

                              NEO
                  I told you I don't believe in
                  fate.

      Morpheus smiles, leaning towards him.

                              MORPHEUS
                  But I do, Neo. I do.

      He stands up.

                              MORPHEUS
                  Get some rest. You're going to
                  need it.

                              NEO
                  For what?

                              MORPHEUS
                  Your training.



      INT. HOVERCRAFT

      There is no morning; there is only darkness and then the
      fluorescent light sticks flicker on.


      INT. NEO'S ROOM

      Neo is awake in his bed, staring up at the lights. The
      door opens and TANK steps inside.

                              TANK
                  Morning. Did you sleep?

                              NEO
                  No.

                              TANK
                  You will tonight. I guarantee it.
                  I'm Tank. I'll be your operator.

      He offers his hand and Neo shakes it. He notices that
      Tank doesn't have any jacks.

                              NEO
                  You don't have...

                              TANK
                  Any holes? Nope. Me and my
                  brother Dozer, we are 100 percent
                  pure, old fashioned, home-grown
                  human. Born free. Right here in
                  the real world. Genuine child of
                  Zion.

                              NEO
                  Zion?

                              TANK
                  Zion is the place, man. You'll
                  see it one day. Last human city.
                  All we got left.

      Tank smiles.

                              TANK
                  Damn, I got to tell you I'm
                  fairly excited to see what you are
                  capable of. I mean if Morpheus is
                  right and all. We're not supposed
                  to talk about any of that, but if
                  you are, well then this is an
                  exciting time. We got a lot to do
                  so let's get to it.


      INT. MAIN DECK

      Neo is plugged in, hanging in one of the suspension
      chairs.

                              TANK
                  We're supposed to load all these
                  operations programs first, but
                  this is major boring.
                  Why don't we start something a
                  little fun?

      Tank smiles as he plops into his operator's chair. He
      begins flipping through a tall carousel loaded with micro
      discs.

                              TANK
                  How about sore combat training?

      Neo reads the label on the disk.

                              NEO
                  Jujitsu? I'm going to learn
                  jujitsu?

      Tank slides the disk into Neo's supplement drive.

                              NEO
                  No way.

      Smiling, Tank punches the 'load' code.

      His body jumps against the harness as his eyes clamp
      shut. The monitors kick wildly as his heart pounds,
      adrenaline surges, and his brain sizzles.

      An instant later his eyes snap open.

                              NEO
                  Woa!

                              TANK
                  Hey, Mikey, he likes it! Ready
                  for more?

                              NEO
                  Hell yes!


      INT. MAIN DECK - CLOSE ON COMPUTER MONITOR - LATER

      as grey pixels slowly fill a small, half-empty box. It
      is a meter displaying how much download time is left.

      The title bar reads: 'Combat Series 10 of 12,' file
      categories flashing beneath it: Savate, Jujitsu, Ken Po,
      Drunken Boxing...

      Morpheus walks in.

                              MORPHEUS
                  How is he?

      Tank looks at his watch, rubs his eyes.


                              TANK
                  Ten hours straight. He's a
                  machine.

      Neo's body spasms and relaxes as his eyes open, breath
      hissing from his lips. He looks like he just orgasmed.

      He looks at Morpheus.

                              NEO
                  I KNOW KUNG FU.

      Morpheus sits in the drive chair next to him. He nods to
      Tank.

                              MORPHEUS
                  Show me.


      INT. DOJO

      They are standing in a very sparse japanese-style dojo.

                              MORPHEUS
                  This is a sparring program,
                  similar to the programmed reality
                  of the Matrix. Consider this your
                  first lesson.

      He assumes a fighting stance, beckoning Neo.

      Neo assumes a similar stance, cautiously circling until
      he gives a short cry and launches a furious attack.

      It is like a Jackie Chan movie at high speed, fists and
      feet striking from every angle as Neo presses his attack
      --

      But each and every blow is blocked by effortless speed.


      INT. MAIN DECK

      While their minds battle in the programmed reality, the
      two bodies appear quite serene, suspended in the drive
      chairs.

      Tank monitors their life systems noticing that Neo is
      wildly and chaotically lit up as opposed to the slow and
      steady rhythm of Morpheus.


      INT. MESS HALL

      Dinner is up. Everyone is eating bowls of single-cell
      protein. It has a cottage cheese consistency.

      MOUSE bursts in the room.

                              MOUSE
                  Morpheus is fighting Neo!

      All at once they bolt for the door.


      INT. DOJO

      Neo's face is knotted, teeth clenched, as he hurls
      himself at Morpheus.

                              MORPHEUS
                  Good. Adaption. Improvisation.
                  But your weakness isn't your
                  technique.

      Morpheus attacks him and it is like nothing we have seen.
      His feet and fists are everywhere taking Neo apart. For
      every blow Neo blocks, five more hit their marks until --

      Neo falls.

      Panting, on his hands and knees, blood spits floor, his
      mouth speckling the white floor of the Dojo.

                              MORPHEUS
                  How did I beat you?

                              NEO
                  You -- You're too fast.

                              MORPHEUS
                  Do you think my being faster,
                  stronger has anything to do with
                  my muscles in this place?

      Neo is frustrated, still unable to catch his breath.

                              MORPHEUS
                  Do you believe that's air you are
                  breathing now?

      Neo squints at him.

                              MORPHEUS
                  If you can free your mind, the
                  body will follow.

      Neo stands, nodding.

                              MORPHEUS
                  Again.

      Their fists fly with pneumatic speed.


      INT. MAIN DECK

      Everyone is gathered behind Tank, watching the fight,
      like watching a game of Mortal Combat.

                              CABLE
                  Damn Keerist! That boy is fast!

                              MOUSE
                  You ever seen anyone that fast
                  that soon, Tank?

                              TANK
                  Never.

                              APOC
                  Morpheus is right. He's got to be
                  the one.


      INT. DOJO

      The speed of the blows rises like a drum solo that seems
      impossible to sustain. Neo's face sheds its mask of calm
      with a scream.

      He wants to beat Morpheus bad.

      Finally a single blow catches Morpheus on the side of the
      head, knocking his glasses off.


      INT. MAIN DECK

      There are several gasps.

                              MOUSE
                  I don't believe it!


      INT. DOJO

      Morpheus rubs his face.

                              MORPHEUS
                  You are angry with me.

      Neo pants.

                              NEO
                  I, uh... maybe.

                              MORPHEUS
                  It's all right. It's natural.

                              NEO
                  I feel better.

                              MORPHEUS
                  Good, good. Anger is a gift, Neo,
                  but it's a heavy one.

      Morpheus smiles.

                              MORPHEUS
                  Tank, load the jump program.

      Neo straightens as the dojo DISSOLVES away like a curtain
      lifting, leaving the two men now standing on a building
      rooftop in a city skyline.

                              MORPHEUS
                  You have to learn to let go of
                  that anger. You must let go of
                  everything.

      A WIND HOWLS, whipping Morpheus' long coat to the side.

                              MORPHEUS
                  You must empty yourself to free
                  your mind.

      Morpheus spins, running hard at the edge of the rooftop.
      And jumps. He sails through the air, his coat billowing
      out behind him like a cape --

      Somersaults once and lands on the rooftop across the
      street.

                              NEO
                  Damn.

      Neo looks down at the street twenty floors below, then at
      Morpheus an impossible fifty feet away.

                              NEO
                  Okie dokie.

      He takes a deep breath.

                              NEO
                  Yeah. Free my mind. Right. No
                  problem.

      He concentrates. Runs.


      INT. MAIN DECK

      They are transfixed.

                              CABLE
                  He's gonna make it.

                              APOC
                  No way. Not possible.

                              MOUSE
                  No one's ever made their first
                  jump.

                              SWITCH
                  What if he does?

                              APOC
                  He won't.

                              TANK
                  It's never been done.

      Trinity stares at the screen, her fists clenching as she
      whispers.

                              TRINITY
                  Come on.


      EXT. ROOFTOP


      Summoning every ounce of strength in his legs, Neo
      launches himself into the air in a single maniacal shriek
      --

      But comes up drastically short.

      His eyes widen as he plummets. Stories fly by, the
      ground rushing up at him, but as he hits --

      The ground gives way, stretching like a trapeze net.

      He bounces and flips, slowly coming to a rest, flat on
      his back.

      He laughs, a bit unsure, wiping the wind-blown tears from
      his face.

      Morpheus exits the building and helps him to his feet.

                              MORPHEUS
                  Everyone falls the first time.

      Neo nods quietly.

                              MORPHEUS
                  If you never know failure, how can
                  you know success?


      INT. MAIN DECK

      They break up.

                              MOUSE
                  What does it mean?

                              CABLE
                  It doesn't mean anything.

                              CYPHER
                  Everyone falls, right, Trinity?

      But Trinity has left.

      Neo's eyes open as Tank eases the plug out. He tries to
      move and groans, cradling his ribs.

      While Tank helps Morpheus, Neo spits blood into his hand.

                              NEO
                  I thought it wasn't real.

      Neo stares at the blood.

                              NEO
                  If you are killed in the Matrix,
                  you die here?

                              MORPHEUS
                  The body cannot live without the
                  mind.


      INT. NEO'S ROOM

      Trinity enters from the hall, carrying a try of food.

                              TRINITY
                  Neo, I saved you some dinner --

      She sees him passed out on the bed. She sets the tray
      down and pulls the blanket over him.

      She pauses, her face close to his, then inhales lightly,
      breathing in the scent of him, before slowly pulling away.

      It seems the moment she closes the door, he wakes with a
      start, unsure of where he is. After a moment, he gets
      out of bed.


      INT. HALL

      The ship is quiet and dark. Everyone is asleep.


      INT. MAIN DECK

      The core glows with monitor light. Cypher is in the
      operator's chair as Neo cones up behind him.

                              CYPHER
                  Whoa! Neo, you scared the
                  bejewels out of me.

                              NEO
                  Sorry.

                              CYPHER
                  No, it's all right.

                              NEO
                  What are you doing?

                              CYPHER
                  Midnight watch.

      Neo's eyes light up as he steps closer to the screens
      that seem alive with a constant flow of data.

                              NEO
                  Is that... ?

                              CYPHER
                  The Matrix? Yeah.

      The monitors are packed with bizarre codes and equations.

                              CYPHER
                  You want a drink?

      He pours Neo a drink from a large plastic jug.

                              CYPHER
                  I'll tell you, I feel for you,
                  man. I really do. Most of us
                  were still young, just punks, when
                  Morpheus jacked us. But you, you
                  had a real life.

      Neo takes a sip and it almost kills him. Cypher pounds
      on his back.

                              CYPHER
                  Good, huh? Dozer makes it.
                  It's good for two things:
                  degreasing engines and killing
                  brain cells.

      Red-faced, Neo finally stops coughing.

                              CYPHER
                  Did he tell you why he did it?

      Neo nods.

                              CYPHER,
                  I'll be the didn't tell you that
                  this wasn't the first time he
                  thought he found the One.

      Neo shakes his head as Cypher fills his cup and laughs.

                              CYPHER
                  Let me give you a piece of advice.
                  Between you and me, if Morpheus
                  says you can fly, I wouldn't go
                  jumping out any windows to find
                  out if he's right. Understand?

      Cypher raises his drink. Neo swallows another throat-
      scorching mouthful.

                              CYPHER
                  Welcome to the real world!


      INT. RESTAURANT (MATRIX) - NIGHT

      CHAMBER MUSIC and the ambiance of wealth soak the room as
      we watch a serrated knife saw through a thick, gorgeous
      steak.

                              CYPHER
                  That's what he said to me nine
                  years ago.

      The meat is so perfect, charred on the outside, oozing
      red juice from the inside, that it could be a dream.

                              CYPHER
                  The real world. Ha, what a joke.

      We recognizee the grating voice, the insidious laugh.

                              CYPHER
                  You know what real is? I'll tell
                  you what real is.

      A fork stabs the cube of meat and we FOLLOW it UP TO the
      face of Cypher.

                              CYPHER
                  Real is just another four-letter
                  word.

      He laughs, shoving the steak into his mouth.

      The restaurant is located on the top floor of a Chicago
      skyscraper where the view is breathtaking and the menu
      has no prices.

      Sitting across from Cypher is Agent Smith.

                              AGENT SMITH
                  Do we have a deal, Mr. Reagan?

      Cypher chews the steak loudly, smacking it between his
      teeth.

                              CYPHER
                  Mmm, so, so good.

      Smith watches him shovel another hunk of meat into his
      mouth.

                              CYPHER
                  You know, I know that this steak
                  doesn't exist. I know when I put
                  it in my mouth, the Matrix is
                  telling my brain that it is juicy
                  and delicious. After nine years,
                  do you know what I've realised?

      Pausing, he examines the meat skewered on his fork. He
      pops it in, eyes rolling up, savouring the tender beef
      melting in his mouth.

                              CYPHER
                  Ignorance is bliss.

                              AGENT SMITH
                  Then we have a deal?

                              CYPHER
                  I don't want to remember nothing.
                  Nothing! You understand? And I
                  want to be rich. Someone
                  important. Like an actor. You
                  can do that, right?

                              AGENT SMITH
                  Whatever you want, Mr. Reagan.

      Cypher takes a deep drink of wine.

                              CYPHER
                  All right. You get my body back
                  in a power plant, reinsert me into
                  the Matrix and I'll get you what
                  you want.

                              AGENT SMITH
                  Access codes to Zion.

                              CYPHER
                  I told you, I don't know them.
                  But I can give you the man who
                  does.

                              AGENT SMITH
                  Morpheus.


      INT. MAIN DECK

      Sweat dapples his lip as Neo snaps out of the construct
      coma.

                              NEO
                  Hmmm, I was wondering about that.

                              TANK
                  What?

                              NEO
                  Why I was bald here but not in the
                  Matrix.

                              TANK
                  R.S.I.

                              NEO
                  Residual self image.

                              TANK
                  Good. Now what's this?

      He points to one of Neo's monitors.

                              NEO
                  Life systems monitor, glucose
                  levels.

                              TANK
                  What's that?

                              NEO
                  Main power supply to the core.

      He follows Tank to the operator's station where he points
      to a red key-switch.

                              TANK
                  How about this?

                              NEO
                  Mainframe self-destruct. Uses all
                  remaining power to generate an...
                  E.M.P?

                              TANK
                  Electromagnetic pulse. Our best
                  weapon against the machines. The
                  problem is if someone is still in
                  the Matrix when that thing goes
                  off, they're not coming back.

      Neo nods as Morpheus comes up behind them.

                              MORPHEUS
                  How's he doing?

                              TANK
                  We just finished the operation
                  programs and he's showing great
                  retention.

                              MORPHEUS
                  Good. I want everyone alerted to
                  12-hour stand-by. We're going in.
                  Neo, it's time for you to know why
                  you're here.

      Morpheus walks away.

                              NEO
                  What's he talking about?

                              TANK
                  He's taking you into the Matrix to
                  see her.

                              NEO
                  See who?

                              TANK
                  The Oracle.

      Neo looks down at the monitor teeming with Matrix data
      that seems to coalesce, equations giving way to images as
      a METAL SCREAM RISES BECOMING --


      EXT. CHICAGO (MATRIX) - DAY

      An El train.


      INT. HOTEL LAFAYETTE (MATRIX) - DAY

      The room is empty, heavy curtains covering windows. It
      looks as if it hasn't been touched in years. In the
      bedroom with the cracked oval mirror an old black PHONE
      begins to RING.

      In the mirror, we first glimpse them and as we keep
      TURNING, the room fills with equipment and the team.

      Morpheus answers the phone.

                              MORPHEUS
                  We're in.

      He hangs up.

                              MORPHEUS
                  Mouse and Cable hold the exit.
                  Let's go.


      INT. STAIRWELL (MATRIX) - DAY

      Neo follows the others down the stairwell that winds
      around an antique elevator shaft.

                              NEO
                  Did you have to do this?

                              TRINITY
                  Yeah.

                              NEO
                  What did she tell you?

                              TRINITY
                  Lots of things.

                              NEO
                  Any of them true?

      Trinity looks at him, then looks away.

                              TRINITY
                  Some of them.

                              GIZMO
                  Were they good or bad?

                              TRINITY

                  There's no point in worrying.
                  Whatever is going to happen is
                  going to happen.

      They cross the old lobby. Switch and Apoc stop at the
      doors.

                              MORPHEUS
                  We should be back in an hour.


      EXT. HOTEL LAFAYETTE (MATRIX) - DAY

      Neo squints into the sun that seems unnaturally bright.
      He is the only one without sunglasses.

                              MORPHEUS
                  Do you now understand what it
                  means when we say, if you're not
                  one of us, you're one of them?

                              NEO
                  The agents. They're sentient
                  programs. They can commandeer any
                  software hardwired to the
                  mainframe.

                              MORPHEUS
                  Anyone that is still in a power
                  plant. That is why we try to be
                  invisible in the Matrix.

                              NEO
                  The best hacking is always
                  traceless.

      Cypher and Trinity move away from them, securing the
      perimeter. As Cypher passes a garbage can, he
      surreptitiously drops something inside.

      It is a cellular phone and we watch the blue display as
      the LINE CONNECTS.

      An early 1970s, black Lincoln Continental emerges from a
      corrugated roll-up garage. Morpheus and Neo get in.


      INT. LINCOLN CONTINENTAL (MATRIX) - DAY

      An enormous man is waiting for them. A wad of chewing
      tobacco bulges his cheek. He spits into a Coke can.

                              MOJO
                  Morpheus, been a long time coming.

                              MORPHEUS
                  You're looking well, Mojo.

      Mojo coughs a brown, cankerous laugh, juice speckling his
      chin and shirt. He stares at Neo.

                              MOJO
                  You bringing us geriatrics now.
                  Morpheus?

      He spits and laughs again.

                              MOJO
                  Guess you are locking for a
                  miracle.


      EXT. BAR (MATRIX) - DAY

      The Continental pulls up to a bar in the kind of
      neighbourhood where every corner has a pair of eyes.


      INT. BAR (MATRIX) - DAY

      A lightless, lower-class bar. No one enters that is not
      expected.

      The front doors open in a brilliant burst of sunlight as
      Mojo leads Morpheus and Neo inside. Neo looks around,
      his eyes adjusting to the darkness.

      Mojo talks to the bartender, then looks over.

                              MOJO
                  All right, it's cool. Go on back.

      They weave their way to the back of the bar, the STICKY
      FLOOR SNAPPING under their FEET.

      A monolith of a man rises from his stool as they walk up.

                              REX
                  You're late.

      He moves to the side, opening the heavy iron door behind
      him. They descend the basement staircase toward the
      single bare bulb at the bottom, hanging above the only
      door.


      INT. BASEMENT (MATRIX) - DAY

      A high-tech laptop and modem are set up on a stack of
      milk crates. Neo waits as Morpheus types in a series of
      access codes. After a moment the screen blinks, 'Welcome
      Morpheus.'

      Morpheus walks back to the same door they entered, but it
      now leads into --


      INT. TEMPLE OF ZION (MATRIX) - DAY


      The walls and floors are polished marble. Neo follows,
      his mouth agape.

                              NEO
                  What -- what happened?

                              MORPHEUS
                  This is the temple. It is a part
                  of Zion's mainframe. It's hidden
                  inside the Matrix so that we can
                  access it.

      Two PRIESTESSES are waiting in the antechamber.

                              PRIESTESS
                  Hello, Morpheus. We've been
                  expecting you.

                              MORPHEUS
                  Okay, you're on your own. Go with
                  them.

      They take Neo by the arm, leading him down a hall into
      another room.

                              PRIESTESS
                  Wait here. Among the other
                  Potentials.


      INT. ROOM OF POTENTIALS (MATRIX) - DAY

      Neo enters and finally understands the attention given to
      his age. The Potentials are all little children.

      The room feels at once like a Buddhist temple and a
      kindergarten class. The children's heads are either
      shaved or thick with dreadlocks. Some are playing,
      others meditating or practising their gift.

      Neo watches a little girl levitate wooden alphabet
      blocks. A skinny BOY holds a SPOON which sways like a
      blade of grass as he bends it with his hand.

      Neo crosses to him, sits.

      The Boy smiles as Neo picks up a spoon and tries to
      imitate him. Despite his best efforts, Neo cannot make
      it bend.

                              SPOON BOY
                  Your spoon does not bend because
                  it is just that, a spoon. Mine
                  bends because there is no spoon,
                  just my mind.

      Neo watches as it curls into a knot.

                              SPOON BOY
                  Link yourself to the spoon.
                  Become the spoon and bend
                  yourself.

      Neo nods, again holding up his spoon.

                              NEO
                  There is no spoon. Right.

      He concentrates. The spoon begins to bend just as the
      Priestess touches his shoulder.

                              PRIESTESS
                  The Oracle will see you now.

      Spoon Boy smiles.


      INT. SHRINE (MATRIX) - DAY

      Neo enters nervously. Beneath his feet is a path of the
      zodiac leading to marbled stairs that rise to a dais and
      a three-legged throne.

      The throne is empty.

                              NEO
                  Hello?

      A DISTANT FEMALE VOICE calls to him and he follows it up
      the stairs. At the top of the dais, he smells something
      cooking.

      Following the scent, he moves behind the pillars where he
      finds an open door.

                              VOICE (O.S.)
                  Just come on in.

      He walks through a vestibule where he sees a fabulous
      moonstone headdress and velvet robes. A second door
      leads into --


      INT. ORACLE'S CHAMBERS (MATRIX) - DAY

      It looks like a suburban tract house.

      There is a lot of cozy furniture, a dining room hutch
      filled with china, shelves and tables crowded with
      doilies, knick-knacks and ceramic brick-a-brack.

      Neo follows the plastic carpet runner to the kitchen.

      A WOMAN is huddled beside the oven, peering inside
      through the cracked door.

                              NEO
                  Hello?

                              ORACLE (WOMAN)
                  I know. You're Neo. Be right
                  with you.

                              NEO
                  You're the Oracle?

                              ORACLE
                  Bingo. I got to say I love seeing
                  you non-believers. It's really a
                  relief. All that pomp and
                  circumstances just plain tucker me
                  out. Almost done. Smell good,
                  don't they?

                              NEO
                  Yeah.

                              ORACLE
                  I'd ask you to sit down, but
                  you're not going to anyway. And
                  don't worry about the vase.

                              NEO
                  What vase?

      He turns to look around and his elbow knocks a VASE from
      the table. It BREAKS against the linoleum floor.

                              ORACLE
                  The vase.

                              NEO
                  Damn, I'm sorry.

      She pulls out a tray of chocolate chip cookies and turns.
      She is an older woman, wearing big oven mitts,
      comfortable slacks and a print blouse. She looks like
      someone's grandma.

                              ORACLE
                  I said don't worry about it. I'll
                  get one of my kids to fix it.

                              NEO
                  How did you know...?

      She sets the cookie tray on a wooden hot-pad.

                              ORACLE
                  What's really going to bake your
                  noodle later on is, would you
                  still have broken it if I hadn't
                  said anything.

      Smiling, she lights a cigarette.

                              ORACLE
                  You're cuter than I thought. I
                  see why she likes you.

                              NEO
                  Who?

                              ORACLE
                  Not too bright, though.

      She winks.

                              ORACLE
                  You know why Morpheus brought you
                  to see me?

                              NEO
                  I think so.

                              ORACLE
                  So? What do you think? You think
                  you're the one?

                              NEO
                  I don't know.

      She gestures to a wooden plaque, the kind every grandma
      has, except that the words are in Latin.

                              ORACLE
                  You know what that means? It's
                  Latin. Means, 'Know thyself.'

      She puts her cigarette down.

                              ORACLE
                  Well, let's have a look at you.

      She widens his eyes, checks his ears, then feels the
      glands in his neck.

                              ORACLE
                  Open your mouth. Say, 'ahhh.'

      She nods then looks at his palms.

                              ORACLE
                  Hmmm. You sure got the gift, but
                  it's tricky. I'd say the bad news
                  is, you're not the one. Still got
                  a lot to learn. Maybe next life.

                              NEO
                  What's the good news?

                              ORACLE
                  Same as the bad news, you're not
                  the one.

                              NEO
                  Is that it, then?

                              ORACLE
                  No. Here.

      She picks up the tray of cooling cookies.

                              ORACLE
                  You better take a cookie. Got a
                  big day ahead of you.

      He eyes her, then takes a cookie.

                              ORACLE
                  Make a believer out of you yet.


      INT. ANTECHAMBER (MATRIX) - DAY

      Morpheus rises from a bench as the Priestess escorts Neo
      out. When they are alone, Morpheus puts his hand on
      Neo's shoulder.

                              MORPHEUS
                  You don't have to tell me
                  anything, Neo, because I already
                  know what she said.

                              NEO
                  You do?

                              MORPHEUS
                  I brought you so that you could
                  hear it for yourself. I knew it
                  would help.

      Neo finishes his cookie.

                              MORPHEUS
                  No one will ever ask you because
                  it is a gift from her. It is for
                  you and you alone.


      EXT. CITY STREET (MATRIX) - DAY

      Storm clouds shroud the streets as the sky turns
      jaundice.

      Cypher nervously glances down the surrounding streets.
      He notices several unmarked white vans.

      He mops the sweat from his forehead, when Trinity sees
      the black Lincoln.

                              TRINITY
                  Here they come.


      INT. MAIN DECK

      In the hovercraft, we see the sweat rolling down Cypher's
      face and neck.

      Tank is typing rapidly at the keyboard.

                              TANK
                  Weird. This area never has this
                  much activity.


      EXT. HOTEL LAFAYETTE (MATRIX) - DAY

      Apoc opens the side door and they enter the hotel.


      INT. ROOM 1313 (MATRIX) - DAY

      Mouse's CELLULAR RINGS.

                              MOUSE
                  Welcome to Movie-Phone.

                              TANK
                  They're on their way.

                              MOUSE
                  Right.

      The phone flips shut as he jumps up.

                              MOUSE
                  Let's get to work.


      INT. HOTEL LAFAYETTE (MATRIX) - DAY

      Light filters down the throat of the building through a
      caged skylight at the top of the open elevator shaft.
      Four figures glide up the dark stairs that wind around
      the antique elevator.

      Neo notices a black cat, a yellow-green-eyed shadow that
      slinks past them and pads quickly down the stairs.

      A moment later, Neo sees another black cat that looks and
      moves identically to the first one.

                              NEO
                  Whoa. Deja vu.

      Those words stop the others dead in their tracks.


      INT. MAIN DECK

      The monitors suddenly glitch as though the Matrix had an
      electronic seizure.

                              TANK
                  Oh, no! Oh, Noooo!


      INT. HOTEL LAFAYETTE (MATRIX) - DAY

      Trinity turns around, her face tight.

                              TRINITY
                  What did you just say?

                              NEO
                  Nothing. Just had a little deja
                  vu.

                              TRINITY
                  What happened? What did you see?

                              NEO
                  A black cat went past us and then
                  I saw another that looked just
                  like it.

                              TRINITY
                  How much like it? Was it the same
                  cat?

                              NEO
                  It might have been. I'm not sure.

      Trinity looks at Morpheus, who listens quietly to the
      rasping breath of the old building.

                              NEO
                  What is it?

                              TRINITY
                  A deja vu is usually a glitch in
                  the Matrix. It happens when they
                  change something.

      She also listens as the staccato BEAT of HELICOPTER
      BLADES GROW ominously LOUDER.


      INT. MAIN DECK

      Tank sees what was changed.

                              TANK
                  It's a trap!


      INT. STAIRCASE (MATRIX) - DAY

      Morpheus looks up the stairs as a helicopter shadow
      passes over the clouded glass.

                              MORPHEUS
                  Come on!


      INT. ROOM 1313 (MATRIX) - DAY

      Cable goes to the draped windows.

                              CABLE
                  Did you just feel something weird?

                              MOUSE
                  Yeah...

      The CELLULAR RINGS.


      INT. BASEMENT (MATRIX) - DAY

      Heavy bolt-cutters snap through the main phone cable.


      INT. ROOM 1313 (MATRIX) - DAY

      Mouse answers the phone.

                              MOUSE
                  What's going on?

                              TANK
                  They cut the hard-line! It's a
                  trap! Get out!

      Cable yanks open the curtain.

                              CABLE
                  Oh, no.

      The windows are bricked up.


      INT. HALL (MATRIX) - DAY

      The door to the roof explodes open as heavily-armed men
      rush towards room 1313.


      INT. MAIN DECK

      Tank watches helplessly.

                              TANK
                  No, no, no.


      INT. ROOM 1313 (MATRIX) - DAY

      The door slams open and the police force pours in, dozens
      of assault rifles surrounding Mouse and Cable who are
      armed with only handguns.

                              CABLE
                  Morpheus! It's a trap --


      INT. STAIRS (MATRIX) - DAY

      Morpheus stops as the scream is drowned by the REPORT of
      MACHINE GUNS filling the building with a terrible fury.

                              TRINITY
                  Oh, no.


      INT. MAIN DECK

      Mouse's body thrashes against its harness as --


      INT. ROOM 1313 (MATRIX) - DAY

      BULLETS POUND him against the blood-splattered brick
      window. Gun smoke thickens the room, Cable blasting and
      moving until --

      The HAMMER CLICKS empty. He screams as a DOZEN GUNS OPEN
      FIRE, ripping him apart.


      INT. MAIN DECK

      Blood spits from Cable's mouth, his body spasming, then
      lying perfectly still.

      The flat-line ALARM softly cries out from the life
      MONITORS of the two dead men.


      EXT. HOTEL LAFAYETTE (MATRIX) - DAY

      More police cars arrive as cops break open the lobby
      doors.


      INT. STAIRWELL (MATRIX) - DAY

      Flying downstairs, Morpheus stops, hearing the police
      swarming below. He turns and rushes down the hall of the
      eighth floor. At the end of it, he finds the bricked-up
      windows.

                              CYPHER
                  That's what they changed. We're
                  trapped. There's no way out.

      The sound of heavy BOOT-STEPS close around them with the
      mechanical sureness of a vice.

                              MORPHEUS
                  Give me your phone.

                              TRINITY
                  They'll be able to track it.

                              MORPHEUS
                  We have no choice.


      INT. MAIN DECK

      Tank answers the call.

                              MORPHEUS
                  Tank, find a structural drawing of
                  this building and find it fast.

      His fingers pound the keyboard.


      INT. LAFAYETTE (MATRIX) - DAY

      Flashlights probe the rotting darkness as the police
      search every floor.


      INT. MAIN DECK

      The diagram windows onto the screen.

                              TANK
                  Got it.

                              MORPHEUS
                  I need the main wet-wall.


      INT. HALL (MATRIX) - DAY

      Agent Smith pauses, his hand going to his earpiece.


      INT. ROOM 808 (MATRIX) - DAY

      Morpheus is guided by Tank.

                              TANK
                  Now left and that's it in front of
                  you.

                              MORPHEUS
                  Good.

      He cuts off the phone.


      INT. HALL (MATRIX) - DAY

      Agent Smith hears the LINE CLICK dead.

                              AGENT SMITH
                  Eighth floor. They're on the
                  eighth floor.


      INT. HALL (MATRIX) - DAY

      Agent Brown hears Smith on his earphone.

                              AGENT BROWN
                  Eighth floor! Move!


      INT. STAIRWELL (MATRIX) - DAY

      Cops flood the eighth floor, rushing everywhere.


      INT. ROOM 808 (MATRIX) - DAY

      Several cops sweep through the room. It is empty. As
      they pass the bathroom, we see a man-sized hole smashed
      through the plaster and lathe.


      INT. WALL (MATRIX) - DAY

      They are inside the main plumbing wall, slowly worming
      their way down the greasy, black stack pipes.

      Above them, light fills the hole they made to get inside.

      INT. HALL (MATRIX) - DAY

      Brown turns to Smith.

                              AGENT BROWN
                  Where are they?


      INT. ROOM 608 (MATRIX) - DAY

      The cops search in silence, straining for a clue, when
      one hears SOMETHING STRANGE near the bathroom.


      INT. WALL (MATRIX) - DAY

      Cypher has slipped and is wedged between the wall and
      several thick supply pipes.


      INT. ROOM 608 (MATRIX) - DAY

      The Cop leans in, his ear almost against the thin
      membrane of plaster separating them. He can hear
      WHISPERS, HISSES and a GRUNT when --

      The WALL suddenly bulges, SHATTER-CRACKING as the Cop
      realises --

                              COP
                  They're in the walls!


      INT. WALL (MATRIX) - DAY

      Neo pulls Cypher free just as the Cop OPENS FIRE --

      BULLETS PUNCHING shafts of light like swords into the box
      of soot-black space.


      INT. ROOM 608 (MATRIX) - DAY

      The Cop keeps FIRING, his flashlight strapped to his gun
      barrel, lighting up the wall until --

      A BULLET spits out his forehead. Agent Smith watches the
      BODY fall with a THUD.

                              AGENT SMITH
                  Are orders that hard to follow?
                  I'll say it again. Morpheus must
                  be taken alive. Understand?


      INT. WALL (MATRIX) - DAY

      They're almost falling, they're climbing so fast.

      Above them, plaster is smashed open as crumbling bits
      shower down on them, filling the crawl way with dust.


      INT. ROOM 608 (MATRIX) - DAY

      Agent Smith looks into the open wall, at the exposed
      intestines of the building, and realises where they are
      going.

                              AGENT SMITH
                  How like a rodent.


      INT. WALL (MATRIX) - DAY

      Just below, a RIFLE-BUTT SMASHES open the WALL, light
      raking across the lathe.

                              COP
                  I got him! I got him!

      Trinity finds her gun first. BULLET-HOLES POP out the
      WALL as she STRAFES the room, sending cops diving for
      cover.

      They continue, Trinity exposed for a moment, when a
      creeping cop smashes a fist through and grabs a fistful
      of her hair.

      He starts to yank her out when Neo kicks, his boot
      bursting through plaster and splintering lathe, knocking
      the Cop out.

      They then quickly sink out of sight.


      INT. BASEMENT (MATRIX) - DAY

      This part of the basement, a dark concrete cavern, was
      the main mechanical room. There are four enormous
      boilers, dinosaur-like technology that once pumped hot
      water like arteries.

      Black and bloody, they squeeze out from the ceiling into
      the tangled web of pipes.

      Their enemies are waiting for them.

      Blinding lights cut open the darkness as gas-masked
      figures FIRE GRENADE LAUNCHERS.

      Smoke blossoms from the green-metal canisters.

      Morpheus never stops moving. Searching the floor, he
      finds what he needs; the cover of the catch basin.

      Cypher watches him pry open the grate, when a gas can
      bounces near him.

                              MORPHEUS
                  Come on!

      Cypher seems to trip as the cloud envelops him.


      INT. MAIN DECK

      Cypher's body begins to shiver uncontrollably.

                              TANK
                  Nerve gas.


      INT. BASEMENT (MATRIX) - DAY

      Morpheus watches Cypher disappear into the smoke then
      follows the others down the wet-black hole.


      INT. CATCH BASIN (MATRIX) - DAY

      They crawl through greasy black water in a three foot
      diameter pipe that feeds into the sewer main.


      INT. BASEMENT (MATRIX) - DAY

      Gas-masked apparitions find the open hole.


      EXT. HOTEL LAFAYETTE (MATRIX) - DAY

      Cypher is carried out, hand-cuffed, his body still
      shaking, mucus bubbling out his nose. As he is led past
      Agent Smith, it almost seems that both men smile.

                              AGENT SMITH
                  We have them now.


      INT. SEWER MAIN (MATRIX) - DAY

      Neo punches out the screen and then spills down into the
      main water trough.

      Oily water forms around them as they wade across the man-
      made underground river, towards the service catwalk.

      Neo is about to pull himself out when he sees them coming.

      Flashlights and laser sites sweep at them as cops in
      helmets and heavy armour, looking more machine than human,
      fill both ends of the tunnel.

      There is a single manhole cover above them.

      Morpheus whispers to Trinity.

                              MORPHEUS
                  You have to get Neo out.
                  Understand? That's all that
                  matters now.

                              TRINITY
                  Morpheus, don't --

                              MORPHEUS
                  He must get out. Do you
                  understand me?

      She nods.

      A font of water erupts as Morpheus leaps for the manhole
      ladder, his coat flying open like the wings of a manta
      ray.

                              COPS
                  There he is! That's him!

      Pools of light wash over him as he hauls himself to the
      surface.

                              COP
                  He's heading for the street!

      Trinity urges the others to follow her. Grabbing Neo,
      they wade quietly away from the chaos.


      EXT. STREET (MATRIX) - DAY

      Morpheus shoots out of the sewer but the police are
      waiting for him. The closest cop is armed with a
      tranquillised gun. He fires --

      But Morpheus' is too fast, using the manhole cover as a
      shield, blocking the darts, then --

      Frisbee-ing it into the cop's armoured chest, knocking him
      off his feet.

      The cops lunge at him but every part of his body is a
      deadly weapon moving with impossible speed.

      It seems he might fight his way out when he throws a
      spinning back fist that is caught by --

      Agent Smith.

                              AGENT SMITH
                  So, we meet at last.

                              MORPHEUS
                  And you are?

                              AGENT SMITH
                  Smith. I am Agent Smith.

                              MORPHEUS
                  You all look the same to me.

                              AGENT SMITH
                  I've been waiting for this moment.

      Faster than a snake spits, Morpheus cracks Smith with a
      jaw-breaking right.

                        MORPHEUS
                  Oh, so have I.

      Agent Smith smiles.


      INT. SEWER MAIN (MATRIX) - DAY

      Trinity leads the others, fading into the darkness of the
      tunnel, lit only with shafts of lights streaming through
      the street drains as we RISE TOWARDS them --

      THROUGH a grate INTO the fight.


      EXT. STREET (MATRIX) - DAY

      Smith and Morpheus exchange a furious serious of blows
      that is witnessed but not believed by the surrounding
      police.

      Agent Smith delivers a punishing kick that staggers
      Morpheus.

                              AGENT SMITH
                  You can't win.

      Morpheus smiles.

                              MORPHEUS
                  I already have.

      He stands up and drops his fists; a steely resolve in his
      eyes.

                              AGENT SMITH
                  Take him.

      Cops swarm over Morpheus.


      INT. MAIN DECK

      Tank reaches out to the screen as if reaching for
      Morpheus.

                              TANK
                  No!


      EXT. HOTEL LAFAYETTE (MATRIX) - DAY

      Cuff ed and beaten, Morpheus is thrown into a caged
      transport vehicle. The DOOR CLANGS shut.

      Agent Jones finds Agent Smith.

                              AGENT JONES
                  The others were lost.

                              AGENT SMITH
                  You've taken care of Reagan?

      Agent Jones nods.

                              AGENT SMITH
                  Then the others do not matter.


      EXT. STREET (MATRIX) - DAY

      A manhole cover cracks open. Two eyes peek out just as a
      TRUCK RATTLES over it. The THUNDER DOPPLERS AWAY and the
      cover opens.

      Neo, Trinity, Switch and Apoc climb out. Trinity pulls a
      water-logged phone from her pocket.

                              TRINITY
                  We need a phone.


      INT. MAIN DECK

      Tank is again at the monitors, searching the Matrix.

                              TANK
                  We gotta find the others. They're
                  still alive.

      The PHONE RINGS.

                              TANK
                  Operator.

                              CYPHER
                  I need an exit! Fast!

                              TANK
                  Cypher? I thought they had you?


      EXT. STREET (MATRIX) - DAY

      Cypher is standing at a public phone. Across the street
      is the burning paddy wagon that appears to have collided
      with an oncoming car.

                              CYPHER
                  There was an accident. A damn
                  car accident. All of a sudden.
                  Boom. They're all dead. I still
                  got the shakes but, hey,
                  someone's going to make a believer
                  out of me.


      INT. MAIN DECK

      Dozer spots the wreck.

                              DOZER
                  There he is.

                              TANK
                  I got you.

                              CYPHER
                  Just get me outta here.


      EXT. STREET (MATRIX) - DAY


                              TANK
                  Nearest exit is Franklin and Erie.
                  An old appliance store.

      Cypher hangs up and smiles as the fire trucks arrive.

                              CYPHER
                  An actor. Definitely.


      INT. MAIN DECK

      The PHONE RINGS. Tank answers.

                              TANK
                  Operator.

                              TRINITY
                  Tank, it's me.


      EXT. STREET (MATRIX) - DAY

      They are outside a pawn shop. Trinity has a new cellular.

                              TRINITY
                  We need an exit!

                              TANK
                  Gotcha. You're not far from
                  Cypher.

                              TRINITY
                  Cypher, I thought --

                              TANK
                  So did we. That boy's got nine
                  lives. I sent him to Franklin and
                  Erie.

                              TRINITY
                  Got it.

      She hangs up.


      EXT. STREET (MATRIX) - DAY

      Running, Cypher turns onto Erie.


      INT. APPLIANCE STORE (MATRIX) - DAY

      Dead machines, eviscerated and shrouded with dust lay on
      metal shelves like bodies in a morgue.

      Plywood covering a small window is ripped off and Cypher
      crawls inside.

      Deep in the back room, a PHONE that has not rung in years
      begins to RING.


      INT. MAIN DECK

      Tank punches the emit command.

                              TANK
                  Got him.

      Cypher's body twitches in its harness, jerking itself
      awake. His eyes blink open. Dozer unplugs him.

                              DOZER
                  System check looks fine.

      Cypher stands, a raspy cough spewing from his lungs.




      EXT. STREET (MATRIX) - DAY

      Trinity sees the appliance shop.


      INT. MAIN DECK

      Cypher holds his chest.

                              DOZER
                  You okay?

                              CYPHER
                  Damn gas. My lungs are killing
                  me.

      He crosses to an overhead bin.

                              CYPHER
                  We got any pain killers?

                              DOZER
                  The first aid kit's over here.

      As Dozer stoops for a cabinet, Cypher pulls back a heavy
      blanket exposing a plasma rifle.


      INT. APPLIANCE STORE (MATRIX) - DAY

      Neo crawls through the window that Cypher opened.


      INT. MAIN DECK

      Tank finishes loading the exit programs as Cypher rises
      behind him, swinging the weapon at his back.

      He looks over as Dozer turns with the first aid kit, a
      look of frozen disbelief crossing his face --

                              DOZER
                  No!

      Tank spins as red hot wads of PLASMA EXPLODE through his
      chair and into his back. Diving, a second BURST tears up
      his side --

      As Dozer shoots a look at the monitor where Tank was
      working. He stabs the enter command activating the exit
      sequence and ducks under a BARRAGE of PLASMA FIRE-


      INT. APPLIANCE STORE (MATRIX) - DAY

      The PHONE begins to RING as the others crawl in.

                              SWITCH
                  Damn, I love that sound.


      INT. MAIN DECK

      Dozer rolls up, grabbing a heavy crowbar from a box of
      tools.

      Cypher circles the drive chairs as the sights of the
      plasma rifle find Dozer's face.

      Dozer charges, screaming, and the PLASMA RIFLE SCREAMS
      back.


      INT. APPLIANCE STORE (MATRIX) - DAY

      The PHONE is still RINGING.

                              TRINITY
                  You first,.Neo.

      Neo answers the phone when there is a CLICK. There is no
      signal. Nothing but silence.

                              TRINITY
                  What happened?

                              NEO
                  I don't know. It just went dead.

      Trinity listens to the dead line and takes out the
      cellular.


      INT. MAIN DECK

      The operator PHONE begins to RING- Cypher steps over the
      body of Tank and looks at the monitor.


      INT. APPLIANCE STORE (MATRIX) - DAY

      Trinity can almost feel him watching them. Every
      unanswered RING wrings her gut a little tighter, until --

                              CYPHER
                  Hello, Trinity.

                              TRINITY
                  Cypher? Where's Tank?

                              CYPHER
                  He had an accident.

                              TRINITY
                  An accident? What about Dozer?
                  Is Dozer there?


      INT. MAIN DECK

      He walks over to Trinity's body, staring down at it
      hanging in its coma-like stillness.

                              CYPHER
                  You know, for a long time, I
                  thought I was in love with you,
                  Trinity. I used to dream about
                  you...

      He nuzzles his face against hers, feeling the softness of
      it.

                              CYPHER
                  You are a beautiful woman. Too
                  bad things had to work out like
                  this.

      We INTERCUT BETWEEN the appliance store and the main
      deck.

                              TRINITY
                  You killed them.

                              APOC
                  What?!

                              SWITCH
                  Oh no.

      Wearing Tank's operator headgear, Cypher moves among the
      silent bodies.

                              CYPHER
                  In a way you're very lucky. Most
                  people never know why they die.
                  One minute they're alive, the next
                  they're dead. No warning.
                  Nothing. That's why I thought
                  maybe I should tell you. It
                  seemed the least I could do.

      He stands over the body of Morpheus, as his anger boils
      up out of him.

                              CYPHER
                  You see, the truth, the real,truth
                  is that the war is over. It's
                  been over for a long time. And
                  guess what? We lost! Did you
                  hear that? We lost the war!

                              TRINITY
                  What about Zion?

                              CYPHER
                  Zion? Zion is a part of this
                  delusion. More of this madness.
                  That's why this has to be done.
                  It has to end. Now and forever.

      She suddenly sees the entire dark plan.

                              TRINITY
                  Oh no. This is about Zion.
                  You gave them Morpheus for the
                  access codes to Zion.

      Cypher walks away from Morpheus and bends down next to
      Apoc's body.

                              CYPHER
                  You see, Trinity, we humans have a
                  place in the future. But it's not
                  here. It's in the Matrix.

                              TRINITY
                  The Matrix isn't real!

                              CYPHER
                  Oh, I disagree, Trinity. I
                  disagree. I think the Matrix is
                  more real than this world. I
                  mean, all I do is pull a plug
                  here. But there, you watch a man
                  die.

      He grabs hold of the cable in Apoc's neck, twists it and
      yanks it out.

                              CYPHER
                  You tell me which is more real.

      Apoc seems to go blind for an instant, a scream caught in
      his throat, his hands reaching for nothing, and then
      falls dead. Switch screams.

                              CYPHER
                  Welcome to the real world, right?

      He laughs.

                              TRINITY
                  Somehow, some way, you're going to
                  pay for this.

                              CYPHER
                  Pay for it? I'm not even going to
                  remember it. It'll be like it
                  never happened. The tree falling
                  in the forest. It doesn't make a
                  sound.

      His hand slides around the neck of Switch as he takes
      hold of her plug.

      She suddenly feels her body severed from her mind as she
      is murdered.

                              TRINITY
                  Damn you, Cypher!

                              CYPHER
                  Don't hate me, Trinity. I'm just
                  the messenger. And right now I'm
                  going to prove that the message is
                  true.

      He stands over Neo.

                              CYPHER
                  If Morpheus was right, then
                  there's no way I can pull this
                  plug, is there?

      She turns to Neo, eyes wide with fear, and he knows he is
      next.

                              CYPHER
                  If he is the One, then in the next
                  few seconds there has to be some
                  kind of miracle to stop me.
                  Because if he dies like the others
                  that means Morpheus was wrong.
                  How can he be the One if he's
                  dead?

      He takes hold of the cord when --

      She hears an EXPLOSION and a scream.

      Cypher is on the ground, his left leg blown off at the
      knee. He rolls over and finds Tank on the ground, and
      the sights of the plasma rifle.

                              TANK
                  How's it feel, Cypher? Knowing
                  you're about to die?

                              NEO
                  It's Tank! He's alive.

      Cypher lunges for Neo's plug just as Tank BLOWS his head
      off.


      INT. APPLIANCE STORE (MATRIX) - DAY

      They're both listening, trying to figure out what is
      happening when the store PHONE starts to RING.

      Trinity smiles, tears moistening her eyes as Neo throws
      his arms around her. For a moment, it looks as if they
      might kiss before Trinity lets go.

                              TRINITY
                  We should, we should hurry.

                              NEO
                  Yeah. Right.


      INT. MAIN DECK

      Trinity's eyes open, a sense of relief surging through
      her at the sight of the ship. As Tank unplugs her, she
      sees his charred wounds.

                              TRINITY
                  Tank, you're hurt.

                              TANK
                  I'll be all right.

                              TRINITY
                  Dozer?

      Tank's face tightens.

                              TRINITY
                  I'm sorry, Tank.


      EXT. NIKO HOTEL (MATRIX) - DAY

      A Japanese luxury hotel in downtown Chicago.


      A military helicopter sets down on the roof. Heavily
      armed Marines begin to deploy.

      Agent Jones gets out of the helicopter, flanked by
      columns of Marines. They open the roof access door
      and enter the top-floor maintenance level of the hotel.


      INT. TOP FLOOR (MATRIX) - DAY

      They get in the elevator. At every door, at least two
      Marines stop and post guard.


      INT. HALL (MATRIX) - DAY

      They exit the elevator and walk to the Presidential
      suite; the final two Marines post guard.


      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Inside, he finds Agent Smith.

                              AGENT JONES
                  There is a problem. Reagan has
                  failed to secure the hardware.

      Agent Smith stares out the window.

                              AGENT SMITH
                  Never send a human to do a
                  machine's job.

                              AGENT JONES
                  But if Reagan has failed, why
                  haven't they pulled the plug?

                              AGENT SMITH
                  Haven't you learned by now, that
                  it is impossible to understand why
                  they do the things they do?

      He turns.

                              AGENT SMITH
                  Continue as planned. Trace his
                  signal to locate their position
                  and deploy an extermination unit.

      Morpheus is handcuffed to a chair, stripped to the waist.
      He is bleeding from numerous wounds and is pumped full of
      serum, alternately shivering and sweating. He is hooked
      up to various monitors with white disk electrodes.

      Agent Brown begins running a trace program.


      INT. MAIN DECK

      Neo looks at Morpheus whose body is covered with a cold
      sweat.

                              NEO
                  What are they doing to him?

                              TANK
                  They're cracking his mind.

                              NEO
                  How?

                              TANK
                  They inject virus-like serums to
                  break down the system. It's like
                  cracking a computer. All it takes
                  is time.

                              NEO
                  How much time?

                              TANK
                  Depends on the mind. But
                  eventually, it will crack and his
                  alpha pattern will change from
                  this to this.

      Tank punches several commands on Morpheus' personal unit.
      The monitor waves change from a chaotic pattern to an
      orderly symmetrical one.

                              TANK
                  When it does, Morpheus will tell
                  them anything they want to know.

                              NEO
                  The access codes to Zion.

                              TANK
                  If an agent got inside Zion's
                  mainframe he could do anything.
                  Disable the defence system. It
                  would be the end of us.

      He looks up at Trinity who is pacing relentlessly.

                              TANK
                  We can't let that happen. We have
                  to do it, Trinity. Zion has to be
                  protected.

      Trinity sees Cypher's dead body. Rage overtakes her and
      she starts kicking him.

                              TRINITY
                  Damn it! Damn it!

                              TANK
                  We have to pull the plug.

                              TRINITY
                  No!

                              TANK
                  We don't have any other choice.

      Those words are like using gasoline to put out a fire and
      we watch the pain in her eyes burn into a blaze. She
      walks past him and gets into her chair.

                              TANK
                  Trinity, what are you doing?

                              TRINITY
                  I'm going in after him.

                              TANK
                  Morpheus could conform at any
                  minute --

                              TRINITY
                  If he does I'm sure you'll do what
                  has to be done.

                              TANK
                  You saw that place. It's suicide.

      She glares at him.

                              TANK
                  I know what Morpheus means to
                  you --

                              TRINITY
                  No. No, I don't think you do. If
                  you did, then you would know that
                  I'm not letting him go. Not
                  without a fight, Tank.

      She yanks her harness tight.

                              TRINITY
                  Not without a fight.


      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Agent Smith stands in the bedroom of the enormous suite,
      staring out the windows at the city, below, shimmering
      with brilliant sunlight.

                              AGENT SMITH
                  Have you ever stood and stared at
                  it, Morpheus? Marvelled at its
                  beauty. Its genius. Billions of
                  people just living out their
                  lives... oblivious.

      Agent Brown sucks a serum from a glass vial, filling a
      hypodermic needle.

                              AGENT SMITH
                  Did you know that the first Matrix
                  was designed to be a perfect human
                  world? Where none suffered, where
                  everyone would be happy. It was a
                  disaster. No one would accept the
                  program. Entire crops were lost.


      Agent Brown jams the needle into Morpheus' shoulder, and
      plunges down.

                              AGENT SMITH
                  Some believed we lacked the
                  programming language to describe
                  your perfect world. But I believe
                  that, as a species, human beings
                  define their reality through
                  suffering and misery.

      Agent Brown studies the screens as the life signs react
      violently to the injection.

                              AGENT SMITH
                  The perfect world was a dream that
                  your primitive cerebrum kept
                  trying to wake up from. Which is
                  why the Matrix was re-designed to
                  this: the peak of your
                  civilisation.

      He turns from the window.

                              AGENT SMITH
                  I say 'your civilisation' because
                  as soon as we start thinking for
                  you, it really becomes our
                  civilisation, which is, of course,
                  what this is all about.

      He sits down directly in front of Morpheus.

                              AGENT SMITH
                  Evolution, Morpheus. Evolution.

      He lifts Morpheus' head.

                              AGENT SMITH
                  Like the dinosaur. Look out that
                  window. You had your time.

      Morpheus stares hard at him, trying hard not to show the
      pain racking his mind.

                              AGENT SMITH
                  The future is our world, Morpheus.
                  The future is our time.


      INT. MAIN DECK

      Neo goes to his chair and begins strapping in.

                              TRINITY
                  What do you think you're doing?

                              NEO
                  You need help. I'm coming with
                  you.

                              TRINITY
                  No. No way. Morpheus sacrificed
                  himself so you could escape.
                  There's no way you're going back
                  in.

                              NEO
                  Morpheus did what he did because
                  he believed that I'm something
                  that I'm not.

                              TRINITY
                  What?

                              NEO
                  I'm not the One, Trinity. The
                  Oracle told me.

      Trinity is stunned.

                              NEO
                  She said I had a gift but I still
                  had a lot to learn. She told me
                  maybe next life.

                              TRINITY
                  Did you tell Morpheus?

                              NEO
                  Why? It wouldn't mean anything.
                  He'd still believe what he wanted
                  to believe. But Morpheus is the
                  one that matters. He's more
                  important than me and we both know
                  it.

      He straps in.

                              NEO
                  I may not be what Morpheus thinks
                  I am, but if I don't try to help
                  him, then I'm not even what I
                  think I am.

                              TRINITY
                  What are you?

                              NEO
                  His friend.

      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Agent Smith sits casually across from Morpheus who is
      hunched over, his body leaking and twitching.

                              AGENT SMITH
                  I'd like to share a revelation
                  that I've had during my time here.
                  It came to me when I tried to
                  classify your species. I've
                  realised that you are not actually
                  mammals.

      The life signs continue their chaotic patterns.

                              AGENT SMITH
                  Every mammal on this planet
                  instinctively develops a natural
                  equilibrium with the surrounding
                  environment. But you humans do
                  not. You move to an area and you
                  multiply and multiply until every
                  natural resource is consumed and
                  the only way you can survive is to
                  spread to another area.

      He leans forward.

                              AGENT SMITH
                  There is another organism on this
                  planet that follows the same
                  pattern. Do you know what it is?
                  A virus.

      He smiles.

                              AGENT SMITH
                  Human beings are a disease, a
                  cancer of this planet. You are a
                  plague. And we are... the cure.


      INT. MAIN DECK

      Trinity and Neo hang motionless in the suspension unit.
      Tank is at the operations station.

                              TANK
                  Okay. Store's open. What do you
                  need?

                              TRINITY
                  Guns. Lots of guns.

                              TANK
                  Coming right up.

      He loads the weapons disk.


      INT. CONSTRUCT

      Racks of weapons appear and Neo and Trinity arm
      themselves.

                              TRINITY
                  No one has ever done anything like
                  this.

                              NEO
                  Yeah?

      He snap cocks an Uzi.

                              NEO
                  That's why it's going to work.

      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Agent Smith is again at the window.

                              AGENT SMITH
                  Why isn't the serum working?

                              AGENT BROWN
                  Perhaps we are asking the wrong
                  questions.

                              AGENT JONES
                  Or he doesn't know.

                              AGENT SMITH
                  Of course he knows. He's
                  resisting.

                              AGENT BROWN
                  How?

                              AGENT SMITH
                  I don't know. If I knew...

      Agent Smith hides his knotting fist. He is becoming
      angry. It is something that isn't supposed to happen to
      agents.

                              AGENT SMITH
                  Leave me with him.

      Agent Brown and Jones look at each other.

                              AGENT SMITH
                  Now!

      INT. MAIN DECK

      Tank sits down beside Morpheus whose face is ashen like
      someone near death. He takes hold of his hand.

                              TANK
                  Hold on, Morpheus. They're coming
                  for you. They're coming.


      EXT. NIKO HOTEL (MATRIX) - DAY

      A dark wind blows.


      INT. NIKO HOTEL (MATRIX) - DAY

      In long, black coats, Trinity and Neo push through the
      revolving doors.

      Neo is carrying a duffel bag. Trinity has a large metal
      suitcase. They cut across the lobby drawing nervous
      glances.

      Dark glasses, game faces.

      Several plainclothes cops try to stop them. They are met
      by the MUTED SPIT of a SILENCED GUN and the RAZORED
      WHISTLE of THROWING STARS.

      The cops slump down to the marbled floor while Neo and
      Trinity do not even break stride.


      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Agent Smith leans close to Morpheus, whispering to him.

                              AGENT SMITH
                  Can you hear me, Morpheus? I'm
                  going to be honest with you.

      He removes his earphone, letting it dangle over his
      shoulder.

                              AGENT SMITH
                  I hate this place. This zoo.
                  This prison. This reality,
                  whatever you want to call it, I
                  can't stand it any longer. It's
                  the smell, if there is such a
                  thing. I feel saturated by it. I
                  can taste your stink and every
                  time I do, I fear that I've
                  somehow been infected by it.

      He wipes sweat from Morpheus' forehead, coating the tips
      of his fingers, holding them to Morpheus' nose.

                              AGENT SMITH
                  Repulsive, isn't it?

      He lifts Morpheus' head, holding it tightly with both
      hands.

                              AGENT SMITH
                  I must get out of here, I must get
                  free. In this mind is the key.
                  My key.

      Morpheus sneers through his pain.

                              AGENT SMITH
                  Once Zion is gone, there's no
                  need for me to be here. Do you
                  understand? I need the codes. I
                  have to get inside Zion. You have
                  to tell me how.

      He begins squeezing, his fingers gouging into his flesh.

                              AGENT SMITH
                  Tell me! Tell me!

      The skull is about to shatter when Agents Jones and Brown
      burst into the room. Agent Smith releases Morpheus.

                              AGENT BROWN
                  What were you doing?

      Agent Smith recovers, replacing his ear piece.

                              AGENT JONES
                  You don't know.

                              AGENT SMITH
                  Know what?

      Agent Smith listens to his earphone, not believing what
      he is hearing.


      INT. ELEVATORS (MATRIX) - DAY

      They get in. Trinity immediately drops and opens the
      suitcase, wiring a plastique and napalm bomb.

      Beneath their trench coats is an arsenal of weapons slung
      from climbing harnesses.

      Neo hits the emergency stop. He pulls down part of the
      false ceiling and finds the elevator shaft access panel.


      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Agent Jones looks at Morpheus.

                              AGENT JONES
                  I think they're trying to save
                  him.


      INT. ELEVATOR SHAFT (MATRIX) - DAY

      Neo ratchets down a clamp onto the elevator cable. Both
      of them lock on. He looks up the long, dark throat of
      the building and takes a deep breath.

                              NEO
                  There is no spoon.

      Neo whips out his gun and presses it to the cable, lower
      than where they attached themselves.

      BOOM! The CABLE SNAPS.

      The counter-weights plummet, yanking Trinity and Neo up
      through the shaft as --

      The elevator falls away beneath them, distending space,
      filling it with the sound of WHISTLING METAL as they soar
      to the top.


      INT. LOBBY (MATRIX) - DAY

      The ELEVATOR hits the bottom.

      BA-BOOM!

      The massive EXPLOSION blows open the doors, fire clouds
      engulfing the elevator section of the lobby.


      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      The Agents hear the BLAST AND FIRE ALARMS.

                              AGENT JONES
                  Lower level --

                              AGENT BROWN
                  They are actually attacking.


      INT. ELEVATOR SHAFT (MATRIX) - DAY

      Hanging by a rope, Trinity hot-wires the panel for the
      door.


      INT. TOP FLOOR (MATRIX) - DAY

      Nervous, the Marines watch as the ELEVATOR 'DINGS' softly
      and slides open.

      Black smoke rises out of the exposed shaft.

      The nearest Marine eases to the edge, peering down at the
      churning blaze engulfing the lower levels.

      He does not see Trinity and Neo above him until it is too
      late.

      Crack! Neo kicks, knocking the Marine flying down into
      the shaft.

      Before the others can react, Trinity flips out into the
      hall, decking the nearest Marine. Neo cracks another.

      The fight is over before it begins.


      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      An enormous EXPLOSION THUNDERS above them, shaking the
      building. The ALARM SOUNDS, emergency sprinklers begin
      showering the room.

      Agent Smith smashes a table.

                              AGENT SMITH
                  Find them and destroy them!

      Agent Jones nods and touches his ear piece.


      EXT. ROOF (MATRIX) - DAY

      The roof-access tower is now engulfed in flames as Neo
      and Trinity lay waste to a dozen more Marines.

      Guns and knives, like extensions of their bodies used
      with the same deadly precision as their feet and their
      fists.

      Across the roof, the pilot inside the army helicopter
      watches the ferocious onslaught.

                              PILOT
                  I repeat, we are under attack!

      Suddenly his face, his whole body dissolves, consumed by
      spreading locust-like swarm, of STATIC as --

      Agent Jones emerges.

      Just as she drops the last Marine, Trinity sees what's
      coming.

      Neo sees her, the fear in her face, and he knows what is
      behind him.

      Screaming, he whirls, GUNS filling his hands with
      thought-speed.

      Fingers PUMPING, SHELLS ejecting, dancing up and away, we
      look through the sights and gun smoke at --

      The Agent blurred with motion --

      Until the HAMMERS CLICK against empty metal.

                              NEO
                  Trinity!

      Agent Jones charges.

                              NEO
                  ... help.

      His GUN BOOMS as we enter the liquid space of --

      Bullet-time.

      The AIR SIZZLES with wads of lead-like angry flies as Neo
      twists, bends, ducks just between them.

      Agent Jones still running, narrows the gap, the BULLETS
      coming faster until --

      Neo bent impossibly back, one hand on the ground as a
      spiralling grey ball shears open his shoulder.

      He starts to scream as another digs a red groove across
      his thigh.

      He has only time to look up, to see the barrel when Agent
      Jones, standing over him, pulls the TRIGGER the final
      time.

      CLICK. Empty.

      Neo rolls, reaching for another gun when around-house
      kick snaps his jaw. Agent Jones grabs the gun and levels
      it at Neo.

                              AGENT JONES
                  Only human...

      Suddenly Agent Jones stops. Something is wrong. He
      scans the roof. Trinity is gone.

      Immediately, he whirls around and turns straight into the
      muzzle of her .45 --

      Jammed right into his head.

                              TRINITY
                  Dodge this!

      BOOM! BOOM! BOOM! The body flies back with a flash of
      mercurial light and when it hits the ground --

      It is the pilot.

      Trinity helps Neo up.

                              NEO
                  Thanks.

                              TRINITY
                  You're hit --

                              NEO
                  I'm fine.

      Neo is already looking at the helicopter.

                              NEO
                  Can you fly that thing?

                              TRINITY
                  Not yet.

      She pulls out a cellular phone.


      INT. HOVERCRAFT

      Tank is back at the controls.

                              TANK
                  Operator.

                              TRINITY
                  Tank, I need a pilot program for a
                  military M-109 helicopter.

      Tank is immediately searching the disk drawers.

                              TRINITY
                  Hurry!

      His fingers flash over the gleaming laser disks, finding
      one that he feeds into Trinityls supplement drive,
      punching the 'load' commands on her keyboard.


      EXT. ROOF (MATRIX) - DAY

      Trinity's eyes flutter as information surges into her
      brain, all the essentials of flying a helicopter absorbed
      at light-speed.

                              TRINITY
                  Let's go.


      INT. HALL (MATRIX) - DAY

      Marines, trying to communicate with the men on the roof,
      are beginning to panic when Agent Jones comes around the
      corner.

                              SERGEANT
                  Sir! Sir! There was gunfire --
                  we've lost communication with the
                  roof!

                              AGENT JONES
                  Remain at your posts.

                              SERGEANT
                  But, sir -- the fire -- we should
                  evacuate!

                              AGENT JONES
                  You will do as you are ordered!

                              SERGEANT
                  Yes, sir.

      Agent Jones marches into the Presidential Suite.


      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Agent Jones throws open the bedroom door and enters,
      walking through the puddles pooling in the carpet.

      Over the RUSHING WATER and the ALARMS, Agent Smith hears
      a SOUND and understands the seriousness of the attack.

      He turns to the wall of windows as the helicopter drops
      INTO VIEW --

      Neo is in the back bay, aiming the mounted .50 machine
      gun.

                              AGENT SMITH
                  No.

      The GUN jumps and BULLETS EXPLODE through the WINDOW in a
      cacophony of CRASHING GLASS --



      As the Agents go for their weapons.

      But Neo is too close, the .50 CALIBER too fast and
      BULLETS are everywhere, perforating the room.

      Agent Smith is hit first, his body jack-knifing back,
      blood arcing out with a sudden flash of light --

      Then Agent Brown, his GUN still FIRING as his body falls.

      And finally Agent Jones.

      Neo stares at Morpheus, trying to will him into action.

                              NEO
                  Get up, Morpheus! Get up!

      Morpheus sits unmoving, his head still down.

      Neo grabs the climbing rope just as marines burst into
      the adjoining room.

      He attaches only one end to his harness when they OPEN
      FIRE.

      Quickly he swings the GUN, SPRAYING the other room,
      WINDOWS SHATTERING, FURNITURE EXPLODING, marines diving
      for cover.


      INT. HALL (MATRIX) - DAY

      Just outside the Presidential Suite, three marines
      blister with snow-static.



      INT. PRESIDENTIAL SUITE (MATRIX) - DAY

      Morpheus lifts his face into the room's rain. His eyes,
      still white, begin to blink, twitch, then close.

      And when he opens them, they are again dark and flashing
      with fire.

      The Agents knife into the room, FIRING even as Neo's
      BULLET TRAILS chase them.

      Morpheus strains at his handcuffs.

      The Agents and the marines turn the tide, BLASTING LEAD,
      RICOCHETING, POCK-MARKING the COPTER.

      FIRING wildly, Neo turns to see Morpheus rising, snapping
      the handcuffs, starting for the window.

      Agent Smith stops and sees Morpheus run past the open
      bedroom door.

                              AGENT SMITH
                  Nooo!

      He FIRES, sweeping across the sheetrocked wall in a
      perfect line.

      For an instant, we see the BULLETS SHRED, PUNCTURING the
      WALL, searing through the wet air with jet trails of
      chalk.

      And as Morpheus starts to dive for the window, a bullet
      buries itself in his leg --

      Knocking him off balance.

                              NEO
                  He won't make it.

      Morpheus lunges, out of control --

      As Neo spins, every move a whip crack --

      Snapping the other rope-end onto a bolted bar.

      Morpheus begins to fall when Neo hurls himself into the
      wide blue empty space --

      Flying for a moment.

      The rope snaking out behind him; an umbilical cord
      attached to a machine.

      As their two bodies, set in motion, rushing at each other
      on a seemingly magnetic course until --

      They collide.

      Almost bouncing free of each other, arms, legs,
      scrambling, hands searching in furious desperation,
      finding hold and clinging.

      Until the line ends, snapping taut, cracking their
      fragile embrace. Morpheus tumbles, legs flipping over,
      falling down --

      The ground deliriously distant --

      As Neo snatches hold of his mentor's still handcuffed
      wrist.

                              NEO
                  Gotcha!


      Trinity is already pulling the copter up and away.

      As Agent Smith grabs the M-16 from the nearest marine.

      He'll bring them all down. Targeting the helicopter, he
      aims at something only he can see: the oil line.

      PONK. PONK. PONK. The rear HULL is PUNCHED full of
      holes and smoke and oil pours out like black blood.

                              TRINITY
                  No-no-nooo!

      Neo is pulling Morpheus up to him when he hears the
      HELICOPTER BEGIN TO DIE.

                              NEO
                  Oh no.

      Trinity throws the helicopter towards the roof of the
      nearest building.

      Morpheus and Neo cling to one another as they and the
      machine above them begin to fall.

      The ENGINE GRINDS, the CHOPPING BLADES start to slow
      while --

      The Agents stand in the open shattered window, watching
      the helicopter disappear behind taller buildings.

      Carried by its momentum, Trinity guides the parabolic
      fall over the nearest roof where --

      Neo and Morpheus drop safely, rolling free as the rope
      goes slack. Neo gets to his feet, trying to detach
      himself but --

      The helicopter is falling too fast, arcing over the roof
      like a setting sun --

      The coils of slack snap taught --

      Yanking Neo off his feet, dragging him with ferocious
      speed towards the edge even as --

      Trinity lunges for the back door, her gun in one hand,
      grabbing for the rope with the other --

      Neo flies like a skipping stone, hurtling straight AT us,
      when his feet hit the rain gutter --

      A fulcrum that levers him up just as --

      Trinity FIRES, severing the cord from the HELICOPTER,
      falling free of it as it SMASHES, blades first into a
      glass skyscraper.

      Holding onto the rope she swings, connected to Neo, who
      stands on the building's edge watching her arc beneath
      him as the HELICOPTER EXPLODES --

      She bounces against a shatterproof window that spider-
      cracks out while FLAMES ERUPT behind her.


      INT. MAIN DECK

      Tank stares at the screen, his mouth agape.

                              TANK
                  He's the One. He's got to be...


      EXT. ROOFTOP (MATRIX) - DAY

      Neo pulls Trinity up into his arms. Both shaking, they
      hold each other again.

                              MORPHEUS
                  I knew it! I knew it!

                              TRINITY
                  Morpheus!

      She runs at him, throwing her arms around him.

                              MORPHEUS
                  Do you believe me now? He's the
                  One! Who else could have done
                  this?

                              NEO
                  Morpheus, I know you won't believe
                  me but the Oracle told me I'm not
                  the One.

                              MORPHEUS
                  It doesn't matter if I don't
                  believe you --

      His eyes light up.

                              MORPHEUS
                  What matters is that you don't
                  believe her.


      INT. MAIN DECK

      The PHONE RINGS.

                              TRINITY
                  Tank, get us out of here.

                              TANK
                  Got one ready. An underground El
                  station. State and Balbo.

                              TRINITY
                  See ya soon.

      LINE GOES DEAD. Tank looks at the bodies and smiles.

                              TANK
                  See ya soon.


      EXT. ROOFTOP (MATRIX) - DAY

      The rope is all that remains. Agent Smith can barely
      control his anger.

                              AGENT BROWN
                  The trace was completed.

                              AGENT JONES
                  We have their position.

                              AGENT BROWN
                  The extermination unit is in
                  place.

                              AGENT JONES
                  Order the strike.

      Agent Smith can't stand listening to them. He moves to
      the edge of the building, looking out at the surrounding
      city.

                              AGENT SMITH
                  They're not out yet.


      INT. 'EL' STATION (MATRIX) - DAY

      A metal gate is locked, the sign reading, 'Station
      Closed.' Neo looks around, takes out a GUN and BLOWS OFF
      the LOCK.

      In the moist underground distance they hear the MUTED
      RING of a TELEPHONE.

      The PHONE is RINGING inside a graffiti-covered booth.

      Across from it, sitting hunched against the red concrete
      wall, is an OLD MAN. He stares at the RINGING PHONE,
      taking a final pull off his T-bird. No one is around.
      It continues to RING.

      Determined, he stands and walks to the booth. He is
      about to answer the phone, when Neo sees him.

                              NEO
                  Don't!

      The Old Man stops, Neo rushes at him, gliding smoothly
      over the turnstiles.

                              OLD MAN
                  I'm sorry -- I didn't mean!

      The Old Man is shaking, terrified. Neo looks at his gun.
      He glances over his shoulder, then eases back the hammer.

                              NEO
                  Get outta here. Okay? Run! Go!

      The Old Man nods, turns and hurries deeper into the urban
      cave, disappearing into the shadows as Trinity and
      Morpheus arrive.

                              TRINITY
                  What happened? Was that --

                              NEO
                  It was nobody.

      Neo turns to the RINGING BOOTH.

                              NEO
                  Let's go! You first, Morpheus.

      Morpheus gets in and answers the phone.

      Lost in the shadow, the Old Man turns back and watches as
      Morpheus disappears, the phone dropping, dangling by its
      cord.

      His eyes grow wide, glowing white in the dark.


      EXT. ROOFTOP (MATRIX) - DAY

      Agent Smith stares, his face twisted with hate. He will
      never be free of the Matrix.

      He starts to turn from the edge of the building when he
      suddenly hears it, his head whipping back around,
      staring --


      INT. 'EL' STATION (MATRIX) - DAY

      As the Old Man stares.

      Trinity hangs up the phone. She turns to Neo, standing
      close enough to kiss him.

                              TRINITY
                  Morpheus is right, you know. It
                  doesn't matter what he believes or
                  even what the Oracle believes.
                  What matters is what you believe.


                              NEO
                  I believe...

      He stares at the fullness of her lips.

                              NEO
                  I want to kiss you.

      She smiles.

                              TRINITY
                  I want to kiss you too...

      The PHONE begins to RING.

                              TRINITY
                  But I want it to be real.

      She pulls herself away and gets into the booth when
      something catches Neo's eye and he looks to where the Old
      Man had been.

      She hears him SCREAM and sees Agent Smith emerge as if
      formed by congealing darkness, charging with a fistful of
      metal.

      The GUN FIRES, the BULLET flying at her, BURSTING through
      the plastic WINDOW just as --

      Trinity disappears.

      The handset hanging in the air as the BULLET HITS,
      SHATTERING the EAR-PIECE.


      INT. HOVERCRAFT

      Trinity blinks, shivering as her conscious exits the
      Construct.

                              TRINITY
                  Neo!

                              TANK
                  What the hell just happened?

                              TRINITY
                  An Agent! You have to send me
                  back!

                              TANK
                  I can't!


      INT. 'EL' STATION (MATRIX) - DAY

      GUN REPORT THUNDERS through the underground, both men
      BLASTING, moving at impossible speed.

      For a blinking moment we enter BULLET-TIME.

      Gun flash tongues curl from Neo's gun, bullets float
      forward like a plane moving across the sky, cartridges
      cartwheel into space.

      An instant later they are nearly on top of each other,
      rolling up out of a move that is almost a mirrored
      reflection of the other --

      Each jamming their gun tight to the other's head.

      They freeze in a kind of embrace; Neo sweating, panting,
      Agent Smith machine-calm.

      Agent Smith smiles.

                              AGENT SMITH
                  You're empty.

      Neo pulls the TRIGGER. CLICK.

                              NEO
                  So are you.

      The smile falls. Agent Smith yanks his TRIGGER.

      CLICK.

      Agent Smith's face warps with rage and he attacks, fist
      flying at furious speed, blows and counters, Neo
      retreating as --

      A knife-hand opens his forearm, and a kick sends him
      slamming back against a steel column.

      Stunned, he ducks just under a punch that crunches into
      the beam, STEEL CHUNKS EXPLODING like shrapnel.

      Behind him, Neo leaps into the air, delivering a neck-
      snapping reverse round-house. Agent Smith's glasses fly
      off and he glares at Neo; his eyes, ice blue.

                              AGENT SMITH
                  You can't win.

                              NEO
                  I already have.

      He attacks with a vicious series of blows but the Agent
      seems to absorb them, waiting for his opening.

      And this time Agent Smith's attack is too much, an
      unrelenting fury, fists pounding like jackhammers.


      INT. HOVERCRAFT

      Trinity watches Neo as his body jerks, mouth coughing
      blood, his life signs going wild.

                              TRINITY
                  Nooo, he's killing him!


      INT. 'EL' STATION (MATRIX) - DAY

      Agent Smith grabs hold of him, lifting him into the air,
      hurling him against the curved wall of the train tunnel,
      where he falls inches from the electrified third-rail.

      The Agent is about to jump down, and press his attack
      when he hears something. From deep in the tunnel, like
      an animal cry; a burst of high-speed METAL GRINDING
      against METAL.

      The sound of an ON-COMING TRAIN.


      INT. HOVERCRAFT

      Tank is trying to find another entrance.

                              TRINITY
                  Send me back, Tank! Anywhere!

                              TANK
                  I'm looking, Trinity! I'm
                  looking!

      From the cockpit, an ALARM sounds. Morpheus hurries to
      the front console, typing, bringing up the radar.

      Trinity follows him.

                              TRINITY
                  What is it... oh no.

      In every pipe surrounding them, they see the
      Extermination Unit.

                              TRINITY
                  Sentinels.


      INT. SEWER MAIN

      The killing machine we saw in the History Program blister
      by us like tracer bullets shot down the throat of the
      abyss.


      INT. 'EL' STATION (MATRIX) - DAY

      Neo tries to get up. Agent Smith jumps down onto the
      tracks and drop-kicks him in the face.

      The world begins to shake, RUMBLING as the TRAIN NEARS.

                              AGENT SMITH
                  Do you hear that, Mr. Anderson?

      Agent Smith grabs Neo in a choke-hold, forcing him to
      look down the tracks, the train's headlight burning a
      hole in the darkness.

                              AGENT SMITH
                  That is the sound of
                  inevitability.

      Neo sees it coming and he starts to fight.

                              AGENT SMITH
                  It is the sound of your death.

      There is another METAL SCREECH, MUCH LOUDER, closer, as
      Agent Smith tightens his hold. Neo is unable to breathe.

                              AGENT SMITH
                  Goodbye, Mr. Anderson.

      The TRAIN ROARS at them, swallowing Agent Smith's words.

      The veins bulge in Neo's head, as he grits through the
      pain.

      He is not ready to die.

                              NEO
                  My name is Neo.

      Impossibly, he hurls himself straight up, smashing Smith
      against the concrete ceiling of the tunnel.

      They fall as the sound and fury of the TRAIN EXPLODES
      INTO the station.

      Neo back-flips up off the tracks just as --

      The train barrels over Agent Smith.

      Neo stands, knees shaking, when the train slams on its
      emergency brake. With an ear-splitting SHRIEK of
      TORTURED RAILS, the train slows, part of it still in the
      station.

      Neo turns, limping, starting to run, racing for the
      escalator --

      As the train comes to a stop and the doors of the last
      car open; Agent Smith bursts out in furious pursuit, his
      glasses again intact.


      INT. HOVERCRAFT

      Morpheus checks the ship's self destruct key.

                              TRINITY
                  You can't use that until Neo is
                  out!

                              MORPHEUS
                  I know. Don't worry, he'll make
                  it.


      EXT. CITY STREET (MATRIX) - DAY

      A man sits in his Mercedes, talking on his car phone when
      his door is thrown open. Neo yanks him out and jumps in.

      Further down the street, Agent Smith slows, calmly
      touching his ear-piece.

      Neo throws the car across traffic, rocketing down a side-
      street.


      INT. CAR (MATRIX) - DAY

      Driving like a demon with one hand, he grabs the car
      phone and dials long distance.

      INT. HOVERCRAFT

      Tank answers.

                              TANK
                  Operator.

                              NEO
                  Mr. Wizard, Get me the hell out
                  of here!


      INT. CAR (MATRIX) - DAY

      Looking over his shoulder, watching the mirrors, Neo
      drives almost unconsciously.

                              NEO
                  Hurry, Tank! I got some serious
                  pursuit!


      INT. HOVERCRAFT

      The keyboard clicking, Tank searches for an exit.
      Trinity screams into the headset.

                              TRINITY
                  Neo, you better get your ass back
                  here!


      INT. CAR

                              NEO
                  I'm trying, Trinity. I'm trying.

                              TANK
                  I got one!

      Neo glances to his right and sees Agent Brown, now
      driving the car beside his. Agent Brown swerves,
      slamming into him.

                              TANK
                  Wabash and Lake. A hotel.

      Neo fights the steering wheel as Agent Brown pushes the
      car up over the median.

                              TANK
                  Room 303.

      Neo drops the phone as his car bucks into the opposing
      lane --

      Directly into the charging path of an enormous truck
      driven by Agent Smith.


      Neo dives from the Mercedes as the truck plows into it,
      rending metal and GLASS, crushing through, totalling other
      cars, as it EXPLODES.

      Neo is up and running even as orange and black clouds
      billow up behind him.


      EXT. CITY STREET (MATRIX) - DAY

      Three figures silhouette by the burning wreckage become
      the three agents.

      Further down the street, Neo hauls his broken, bleeding
      ass.

      Agents Brown and Smith slow, touching their ear-pieces as
      Agent Jones continues chasing full-bore.

      Neo spins around a corner, racing toward a hotel called:
      the Heart of Chicago Hotel.

      Only Agent Jones is behind him now.

      Neo dives into the alley. At the far end he sees Agent
      Brown charging. Neo leaps for the fire escape and begins
      to climb.


      INT. SEWER MAIN

      Sentinels open and shift like killer kaleidoscopes as
      they ready their weapons, swarming around the
      Nebuchadnezzar.


      INT. HOVERCRAFT

      The hovercraft booms as machines drop onto it.

                              TANK
                  I'm going to make the call.

                              MORPHEUS
                  Do it!


      INT. 'HEART OF CHICAGO' HOTEL (MATRIX) - DAY

      Agent Smith is in the elevator when he hears the DISTANT
      RING of a PHONE.



      EXT. ALLEY (MATRIX) - DAY

      The agents chase him, FIRING, BULLETS SPARKING and
      RICOCHETING even as Neo jumps for the third-floor
      platform.

      Neo kicks in the window, jumping into the hall. The
      doors count backwards: 310... 309...


      INT. HOVERCRAFT

      Morpheus grabs the biggest gun he can find. The lasers
      begin to slice through the hull.

                              TRINITY
                  Where is he?

                              TANK
                  Almost there.

                              MORPHEUS
                  He's going to make it.

                              TRINITY
                  Hurry, Neo.


      INT. HALL (MATRIX) - DAY

      Neo can hear the PHONE RINGING.

      305... 304...

      Agent Brown reaches the broken window behind him just as
      Neo grabs the handle of 303, throwing open the door to
      find --

      Agent Smith, waiting, .45 cocked.

      Neo can't move -- can't think --

      BOOM.


      INT. HOVERCRAFT

      Neo's body jerks, and everyone hears it as the life
      monitors snap flat-line.

      Trinity screams. Morpheus is frozen in disbelief.


      INT. HALL (MATRIX) - DAY

      Three holes in his chest, Neo falls to the blue shag
      carpeting, blood smearing down the wallpaper.

      Agent Smith stands over him, still aiming, taking no
      chances.

                              AGENT SMITH
                  Check him.


      INT. HOVERCRAFT

      Through the lasered opening, Morpheus screams, blasting
      away at the machines; comet-wads of plasma burning holes
      in their armoured housings.

      Trinity collapses onto Neo's body.

                              TRINITY
                  No-no-no! Neo, you're not dead!
                  You can't be dead!


      INT. HALL (MATRIX) - DAY

      Kneeling beside him, Agent Brown checks his vital signs.

                              AGENT BROWN
                  He's gone.

      Agent Smith smiles, standing over him.

                              AGENT SMITH
                  I told you, you couldn't win.


      INT. HOVERCRAFT

      Tank is hit, a laser bolt knocking him to the ground.
      They can't hold them off any longer. Morpheus lunges for
      the self destruct --

      As Trinity whispers in Neo's ear.

                              TRINITY
                  You're right here. I'm holding
                  you, Neo. I'm not letting you go.
                  Do you hear me? I won't let you
                  go.


      INT. HALL (MATRIX) - DAY

      The agents walk to the elevator, leaving Neo's body
      behind.


      INT. HOVERCRAFT

      Morpheus flicks the Plexiglas shield of the self-
      destruct.

                              TRINITY
                  Noooooo, Neo! Don't give it up!
                  Not now!

      She pounds on his chest.

                              TRINITY
                  Not now!


      INT. HOTEL HALL (MATRIX) - DAY

      The BLOW ECHOES deep in his mind.

      His eyes snap open.


      INT. HOVERCRAFT

      Trinity screams as the monitors jump back to life. Tank
      and Morpheus stare, unbelieving.

      It is a miracle.

                              TRINITY
                  Now get up!


      INT. HALL (MATRIX) - DAY

      Neo struggles, holding his chest, sitting up. Down the
      hall, he sees the elevator closing and --

      Agent Smith staring at him as if he were looking at a
      Cypher.

      Neo gives him the finger.

                              AGENT SMITH
                  Nooooo!

      Agent Smith pounds on the elevator door.


      INT. HOVERCRAFT

      A sentinel BLOWS a hole in Morpheus' right arm and he
      screams, refusing to let go of the detonator.

      INT. ROOM 303 (MATRIX) - DAY

      Neo dives for the RINGING PHONE.


      INT. HOVERCRAFT

      Machines split open the craft, pouring in, lasers
      targeting everywhere.

      A beat finds the centre of Morpheus' forehead and he
      screams, ready to die.

                              TRINITY
                  Now!

      He turns the key.


      INT. OVERFLOW PIT

      A blinding shock of white lights flood the chamber;
      sentinels blink and fall instantly dead, filling the pit
      with their cold, metal carcasses.


      INT. HOVERCRAFT

      In the still darkness, only the humans are alive.

                              TRINITY
                  Neo?

      His eyes open. Tears pour from her smiling eyes as he
      reaches up to touch her.

      And she kisses him; it seems like it might last forever.

                                                      FADE TO BLACK.


      FADE IN:

      ON COMPUTER SCREEN

      as in the opening. The cursor beating steadily, waiting.

      A PHONE begins to RING.

      It is answered and the screen fills instantly with the
      trace program. After a long beat, we recognise Neo's
      voice.

                              NEO
                  Hi. It's me. I know you're out
                  there. I know you're working as
                  fast as you can to catch me.

                              SCREEN
                  Trace program: running.

      We CLOSE IN ON the racing columns of numbers shimmering
      across the screen.

                              NEO
                  I thought I should call and let
                  you know how things stand.

                  I know you're real proud of this
                  world you've built, the way it
                  works, all the nice little rules
                  and such, but I've got some bad
                  news.

                  I've decided to make a few
                  changes.


                              SCREEN
                  Trace program: System failure.

      The racing columns of numbers freeze.
      
      Neo hangs up the phone.

      He steps out of the phone booth and starts walking,
      wearing a long black coat and dark glasses. He passes a
      mother dragging her little BOY, who cranes his neck as --

      There is a RUSH of AIR as the Boy stares up as Neo shoots
      overhead. His coat billowing like a black leather cape
      as he soars up, flying up into the air.


                                                            FADE OUT.

                              THE END



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