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.


Written by
Larry and Andy Wachowski

April 8, 1996


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:


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.'


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'.


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.


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".


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.
"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

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

                  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:


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



      The downtown office of CorTechs, a software development


      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

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

                  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

                  Obviously, you are mistaken.

      His long, bony fingers resume clicking the keyboard.

                  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

      He turns again.

                  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?

                  Yes, Mr. Rhineheart. Perfectly


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

      Neo slumps down into his chair.

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

                  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.


                  Hello, Neo.

Neo takes a quick breath

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

                  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.

                  Who's coming for me?

                  Stand up and see for yourself.

                  Right now?

                  Yes. Now.

      Neo starts to stand.

                  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.

                  What the...! Damn it!


      One cop stays at the elevator, the others follow the

                  What do they want with me?!

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


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

      The agents are moving quickly towards the cubicle.

                  The cubicle across from you is

                  But what if...?

                  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.

                  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.

                  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.


      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.

                  Good. Now there is a window.
                  Open it.

                  How do you know all this?

                  The answer is coming, Neo.

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

                  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.

                  No! It's too far away.

                  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.

                  No way, no way, this is crazy.

                  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.

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

      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.


      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



      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

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

      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-

                              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.

                  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.

                  And you give me my phone call.

      Agent Smith puts his glasses back on.

                              AGENT SMITH
                  You disappoint me, Mr. Anderson.

                  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

      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.


      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

                  The agents --

                  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.

                  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.

                  Do you still want to meet?

                  ... Yes.

                  Take the Howard line south.

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


      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.

                  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


      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.

                  We got him. Call the chop-shop.

      She hangs up.

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

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

                  What are you doing?

                  This has to be done for your
                  protection and ours.

      She seals his eyes shut with the tape.

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


      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

                  Va va va voom. Still the hottest
                  software around.

                  Hello, Gizmo.

      Neo hears the voices around him.

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


                  But he's so old.

                  Are you going to help us or aren't

                  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

      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.

                  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.

                  You're going to feel a little

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

                  What are you doing?

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

                  There it is.

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

                  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

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

                  Here, kitty, kitty, kitty.

      The claw snags hold of the bug.


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


                  What's happening?

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

      Neo writhes in pain.

                  Hold him down.

                  Nooo! Ahhhhhh!

                  Do something!

                  I got it! Maybe we can stun it.

                  Are you crazy? That will kill

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

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

                  Do what?

      The instant he hears the word, he knows.


                  Oh, no --

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

                  Hit him again!

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

                  Got it!

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

                  Neo, are you okay?

      He nods.

                  It's over. We got it.

      Hanging from the claw pick is the inanimate metal wire-

                  Nasty little bugger, ain't it?


      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.

                  This is it.

      Neo can hear his own heart pounding.

                  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.

                  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.

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

                  It's an honour.

                  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.

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

                  You could say that.

                  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.

                  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?


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

                  Neo shrugs.

                  I know exactly what you mean.

      Again, that smile that could cut glass.

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

                  What gift?

                  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

      Neo shrugs.

                  It's not magic.

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

      He leans forward.

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

      Neo shakes his head.

                  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

                  Free from what?

                  From the Matrix.

      Neo locks at his eyes but only sees a reflection of

                  Do you want to know what it is,

      Neo swallows and nods his head.

                  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

      The LEATHER CREAKS as he leans back.

                  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.

                  What truth?

                  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.

                  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.

                  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.

                  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.

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

      Neo opens his mouth and swallows the red pill.

                  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.

                  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.

                  You did all this?

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

                  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.

                  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.

                  What is this? Mescaline?

                  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

      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.


                  It's going into replication.


                  Still nothing.

      Morpheus takes out a cellular phone and dials a number.

                  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.

                  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.

                  It's all over me --

      Morpheus is right next to him, with the phone.

                  I got a fibrillation!

                  I knew it, I knew it...


      Streams of mercury run from Neo's nose.

                  Targeting... almost there.

      An ALARM, on Trinity's monitor ERUPTS.

                  He's going into arrest!

                  Lock! I got him!

                  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.


      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

      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

      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

      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,

      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.


      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

      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.


      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.

                  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.


                  ... am I dead?

                  Far from it.

                                                      FADE TO BLACK.

      FADE IN:


      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.

                  He needs a lot of work.

                  I know.

      Dozer and Morpheus are operating on Neo.

                  What are you doing?

                  Your muscles have atrophied.
                  We're rebuilding them.

      Fluorescent light sticks burn unnaturally bright.

                  Why do my eyes hurt?

                  You've never used them before.

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

                  Rest, Neo. The answers are


      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

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

                  More important than what is when?


                  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

      The wind is knocked from Neo's chest.

                  That's not possible.

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


                  I'll show you.


      Like a sleepwalker, Neo follows Morpheus through the ship.

                  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.


      Everyone is there.

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

      Trinity smiles and nods.

                  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.

                  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.

                  Help him, Trinity.

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

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

      Neo nods.

                  It's right here.

      He touches Neo's head.

                  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.

                  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 --


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

                  This is the Construct.

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

                  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.

                  Sit down.

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

                  Right now, we're inside a computer

                  Wild, isn't it?

      Neo's hands run over the cracked leather.

                  This isn't real?

                  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.

                  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.

                  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.

                  '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.

                  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.

                  What happened?

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

      In his sunglasses, we see storm clouds gather.

                  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.

                  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.

                  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.

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

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

                  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

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

                  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.

                  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.

                  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.

                  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.

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

                  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.

                  Stop! Let me out! I want out!


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

                  Get this thing out of me!

                  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

                  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.

                  He's going to pop!

      Vomiting violently, Neo pitches forward and blacks out.


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

                  I can't go back, can I?

      Morpheus sitting like a shadow on a chair in the far

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

      Neo isn't sure of that answer.

                  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.

                  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

      He pauses.

                  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.

                  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.

                  I told you I don't believe in

      Morpheus smiles, leaning towards him.

                  But I do, Neo. I do.

      He stands up.

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

                  For what?

                  Your training.


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


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

                  Morning. Did you sleep?


                  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.

                  You don't have...

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

      Tank smiles.

                  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.


      Neo is plugged in, hanging in one of the suspension

                  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

                  How about sore combat training?

      Neo reads the label on the disk.

                  Jujitsu? I'm going to learn

      Tank slides the disk into Neo's supplement drive.

                  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.


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

                  Hell yes!


      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.

                  How is he?

      Tank looks at his watch, rubs his eyes.

                  Ten hours straight. He's a

      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.

                  I KNOW KUNG FU.

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

                  Show me.

      INT. DOJO

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

                  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.


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

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


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

      MOUSE bursts in the room.

                  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.

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

      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.

                  How did I beat you?

                  You -- You're too fast.

                  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.

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

      Neo squints at him.

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

      Neo stands, nodding.


      Their fists fly with pneumatic speed.


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

                  Damn Keerist! That boy is fast!

                  You ever seen anyone that fast
                  that soon, Tank?


                  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.


      There are several gasps.

                  I don't believe it!

      INT. DOJO

      Morpheus rubs his face.

                  You are angry with me.

      Neo pants.

                  I, uh... maybe.

                  It's all right. It's natural.

                  I feel better.

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

      Morpheus smiles.

                  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.

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

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

                  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


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

                  Okie dokie.

      He takes a deep breath.

                  Yeah. Free my mind. Right. No

      He concentrates. Runs.


      They are transfixed.

                  He's gonna make it.

                  No way. Not possible.

                  No one's ever made their first

                  What if he does?

                  He won't.

                  It's never been done.

      Trinity stares at the screen, her fists clenching as she

                  Come on.


      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.

                  Everyone falls the first time.

      Neo nods quietly.

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


      They break up.

                  What does it mean?

                  It doesn't mean anything.

                  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.

                  I thought it wasn't real.

      Neo stares at the blood.

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

                  The body cannot live without the


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

                  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.


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

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


                  No, it's all right.

                  What are you doing?

                  Midnight watch.

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

                  Is that... ?

                  The Matrix? Yeah.

      The monitors are packed with bizarre codes and equations.

                  You want a drink?

      He pours Neo a drink from a large plastic jug.

                  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.

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

      Red-faced, Neo finally stops coughing.

                  Did he tell you why he did it?

      Neo nods.

                  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.

                  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.

                  Welcome to the real world!


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

                  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.

                  The real world. Ha, what a joke.

      We recognizee the grating voice, the insidious laugh.

                  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.

                  Real is just another four-letter

      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

                  Mmm, so, so good.

      Smith watches him shovel another hunk of meat into his

                  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.

                  Ignorance is bliss.

                              AGENT SMITH
                  Then we have a deal?

                  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.

                  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.

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

                              AGENT SMITH


      Sweat dapples his lip as Neo snaps out of the construct

                  Hmmm, I was wondering about that.


                  Why I was bald here but not in the


                  Residual self image.

                  Good. Now what's this?

      He points to one of Neo's monitors.

                  Life systems monitor, glucose

                  What's that?

                  Main power supply to the core.

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

                  How about this?

                  Mainframe self-destruct. Uses all
                  remaining power to generate an...

                  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.

                  How's he doing?

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

                  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.

                  What's he talking about?

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

                  See who?

                  The Oracle.

      Neo looks down at the monitor teeming with Matrix data
      that seems to coalesce, equations giving way to images as


      An El train.


      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.

                  We're in.

      He hangs up.

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


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

                  Did you have to do this?


                  What did she tell you?

                  Lots of things.

                  Any of them true?

      Trinity looks at him, then looks away.

                  Some of them.

                  Were they good or bad?


                  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

                  We should be back in an hour.


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

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

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

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

                  The best hacking is always

      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.


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

                  Morpheus, been a long time coming.

                  You're looking well, Mojo.

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

                  You bringing us geriatrics now.

      He spits and laughs again.

                  Guess you are locking for a


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


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

      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.

                  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.

                  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


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


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

                  What -- what happened?

                  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.

                  Hello, Morpheus. We've been
                  expecting you.

                  Okay, you're on your own. Go with

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

                  Wait here. Among the other


      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

      Neo nods, again holding up his spoon.

                  There is no spoon. Right.

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

                  The Oracle will see you now.

      Spoon Boy smiles.


      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.


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

      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 --


      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.


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

                  You're the 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?


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

                  What vase?

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

                  The vase.

                  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.

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

                  How did you know...?

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

                  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.

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


                  Not too bright, though.

      She winks.

                  You know why Morpheus brought you
                  to see me?

                  I think so.

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

                  I don't know.

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

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

      She puts her cigarette down.

                  Well, let's have a look at you.

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

                  Open your mouth. Say, 'ahhh.'

      She nods then looks at his palms.

                  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.

                  What's the good news?

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

                  Is that it, then?

                  No. Here.

      She picks up the tray of cooling cookies.

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

      He eyes her, then takes a cookie.

                  Make a believer out of you yet.


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

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

                  You do?

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

      Neo finishes his cookie.

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


      Storm clouds shroud the streets as the sky turns

      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.

                  Here they come.


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

      Tank is typing rapidly at the keyboard.

                  Weird. This area never has this
                  much activity.


      Apoc opens the side door and they enter the hotel.

      INT. ROOM 1313 (MATRIX) - DAY

      Mouse's CELLULAR RINGS.

                  Welcome to Movie-Phone.

                  They're on their way.


      The phone flips shut as he jumps up.

                  Let's get to work.


      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.

                  Whoa. Deja vu.

      Those words stop the others dead in their tracks.


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

                  Oh, no! Oh, Noooo!


      Trinity turns around, her face tight.

                  What did you just say?

                  Nothing. Just had a little deja

                  What happened? What did you see?

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

                  How much like it? Was it the same

                  It might have been. I'm not sure.

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

                  What is it?

                  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.


      Tank sees what was changed.

                  It's a trap!


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

                  Come on!

      INT. ROOM 1313 (MATRIX) - DAY

      Cable goes to the draped windows.

                  Did you just feel something weird?




      Heavy bolt-cutters snap through the main phone cable.

      INT. ROOM 1313 (MATRIX) - DAY

      Mouse answers the phone.

                  What's going on?

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

      Cable yanks open the curtain.

                  Oh, no.

      The windows are bricked up.


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


      Tank watches helplessly.

                  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.

                  Morpheus! It's a trap --


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

                  Oh, no.


      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.


      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.


      More police cars arrive as cops break open the lobby


      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

                  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.

                  Give me your phone.

                  They'll be able to track it.

                  We have no choice.


      Tank answers the call.

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

      His fingers pound the keyboard.


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


      The diagram windows onto the screen.

                  Got it.

                  I need the main wet-wall.


      Agent Smith pauses, his hand going to his earpiece.

      INT. ROOM 808 (MATRIX) - DAY

      Morpheus is guided by Tank.

                  Now left and that's it in front of


      He cuts off the phone.


      Agent Smith hears the LINE CLICK dead.

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


      Agent Brown hears Smith on his earphone.

                              AGENT BROWN
                  Eighth floor! Move!


      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.


      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.


      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.


      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 --

                  They're in the walls!


      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?


      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

                              AGENT SMITH
                  How like a rodent.


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

                  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

      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.


      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

      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.

                  Come on!

      Cypher seems to trip as the cloud envelops him.


      Cypher's body begins to shiver uncontrollably.

                  Nerve gas.


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


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


      Gas-masked apparitions find the open hole.


      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.


      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.

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

                  Morpheus, don't --

                  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

                  There he is! That's him!

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

                  He's heading for the street!

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


      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.

                  And you are?

                              AGENT SMITH
                  Smith. I am Agent Smith.

                  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.

                  Oh, so have I.

      Agent Smith smiles.


      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.


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

      Agent Smith delivers a punishing kick that staggers

                              AGENT SMITH
                  You can't win.

      Morpheus smiles.

                  I already have.

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

                              AGENT SMITH
                  Take him.

      Cops swarm over Morpheus.


      Tank reaches out to the screen as if reaching for



      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.


      A manhole cover cracks open. Two eyes peek out just as a
      cover opens.

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

                  We need a phone.


      Tank is again at the monitors, searching the Matrix.

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

      The PHONE RINGS.


                  I need an exit! Fast!

                  Cypher? I thought they had you?


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

                  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.


      Dozer spots the wreck.

                  There he is.

                  I got you.

                  Just get me outta here.


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

      Cypher hangs up and smiles as the fire trucks arrive.

                  An actor. Definitely.


      The PHONE RINGS. Tank answers.


                  Tank, it's me.


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

                  We need an exit!

                  Gotcha. You're not far from

                  Cypher, I thought --

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

                  Got it.

      She hangs up.


      Running, Cypher turns onto Erie.


      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.


      Tank punches the emit command.

                  Got him.

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

                  System check looks fine.

      Cypher stands, a raspy cough spewing from his lungs.


      Trinity sees the appliance shop.


      Cypher holds his chest.

                  You okay?

                  Damn gas. My lungs are killing

      He crosses to an overhead bin.

                  We got any pain killers?

                  The first aid kit's over here.

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


      Neo crawls through the window that Cypher opened.


      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 --


      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-


      The PHONE begins to RING as the others crawl in.

                  Damn, I love that sound.


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

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

      Dozer charges, screaming, and the PLASMA RIFLE SCREAMS


      The PHONE is still RINGING.

                  You first,.Neo.

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

                  What happened?

                  I don't know. It just went dead.

      Trinity listens to the dead line and takes out the


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


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

                  Hello, Trinity.

                  Cypher? Where's Tank?

                  He had an accident.

                  An accident? What about Dozer?
                  Is Dozer there?


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

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

      He nuzzles his face against hers, feeling the softness of

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

      We INTERCUT BETWEEN the appliance store and the main

                  You killed them.


                  Oh no.

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

                  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.

                  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!

                  What about Zion?

                  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.

                  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.

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

                  The Matrix isn't real!

                  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

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

                  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.

                  Welcome to the real world, right?

      He laughs.

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

                  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

      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.

                  Damn you, Cypher!

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

      He stands over Neo.

                  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

                  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

      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.

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

                  It's Tank! He's alive.

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


      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.

                  We should, we should hurry.

                  Yeah. Right.


      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.

                  Tank, you're hurt.

                  I'll be all right.


      Tank's face tightens.

                  I'm sorry, Tank.


      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.


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


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


      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.


      Neo looks at Morpheus whose body is covered with a cold

                  What are they doing to him?

                  They're cracking his mind.


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

                  How much time?

                  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.

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

                  The access codes to Zion.

                  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.

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

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

                  Damn it! Damn it!

                  We have to pull the plug.


                  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.

                  Trinity, what are you doing?

                  I'm going in after him.

                  Morpheus could conform at any
                  minute --

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

                  You saw that place. It's suicide.

      She glares at him.

                  I know what Morpheus means to
                  you --

                  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.

                  Not without a fight.


      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

      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.


      Neo goes to his chair and begins strapping in.

                  What do you think you're doing?

                  You need help. I'm coming with

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

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


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

      Trinity is stunned.

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

                  Did you tell Morpheus?

                  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

      He straps in.

                  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.

                  What are you?

                  His friend.


      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

      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.


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

                  Okay. Store's open. What do you

                  Guns. Lots of guns.

                  Coming right up.

      He loads the weapons disk.


      Racks of weapons appear and Neo and Trinity arm

                  No one has ever done anything like


      He snap cocks an Uzi.

                  That's why it's going to work.


      Agent Smith is again at the window.

                              AGENT SMITH
                  Why isn't the serum working?

                              AGENT BROWN
                  Perhaps we are asking the wrong

                              AGENT JONES
                  Or he doesn't know.

                              AGENT SMITH
                  Of course he knows. He's

                              AGENT BROWN

                              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

                              AGENT SMITH
                  Leave me with him.

      Agent Brown and Jones look at each other.

                              AGENT SMITH


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

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


      A dark wind blows.


      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

      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

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


      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

                              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

                              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.


      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.


      Agent Jones looks at Morpheus.

                              AGENT JONES
                  I think they're trying to save


      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.

                  There is no spoon.

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


      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.


      The ELEVATOR hits the bottom.


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


      The Agents hear the BLAST AND FIRE ALARMS.

                              AGENT JONES
                  Lower level --

                              AGENT BROWN
                  They are actually attacking.


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


      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

      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.


      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.


      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

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

                  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

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

      Screaming, he whirls, GUNS filling his hands with

      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.


      Agent Jones charges.

                  ... help.

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


      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

      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.

                  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.


                  You're hit --

                  I'm fine.

      Neo is already looking at the helicopter.

                  Can you fly that thing?

                  Not yet.

      She pulls out a cellular phone.


      Tank is back at the controls.


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

      Tank is immediately searching the disk drawers.


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


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

                  Let's go.


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

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

                              AGENT JONES
                  Remain at your posts.

                  But, sir -- the fire -- we should

                              AGENT JONES
                  You will do as you are ordered!

                  Yes, sir.

      Agent Jones marches into the Presidential Suite.


      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

                              AGENT SMITH

      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.

                  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

      Quickly he swings the GUN, SPRAYING the other room,
      for cover.


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


      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,

      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

      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

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

      Knocking him off balance.

                  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


      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.


      Neo is pulling Morpheus up to him when he hears the

                  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.


      Tank stares at the screen, his mouth agape.

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


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

                  I knew it! I knew it!


      She runs at him, throwing her arms around him.

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

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

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

      His eyes light up.

                  What matters is that you don't
                  believe her.


      The PHONE RINGS.

                  Tank, get us out of here.

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

                  See ya soon.

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

                  See ya soon.


      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

                              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

                              AGENT SMITH
                  They're not out yet.


      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.


      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.

                  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.

                  What happened? Was that --

                  It was nobody.

      Neo turns to the RINGING BOOTH.

                  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

      His eyes grow wide, glowing white in the dark.


      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 --


      As the Old Man stares.

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

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

                  I believe...

      He stares at the fullness of her lips.

                  I want to kiss you.

      She smiles.

                  I want to kiss you too...

      The PHONE begins to RING.

                  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

      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,


      Trinity blinks, shivering as her conscious exits the


                  What the hell just happened?

                  An Agent! You have to send me

                  I can't!


      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.

                  So are you.

      The smile falls. Agent Smith yanks his TRIGGER.


      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.

                  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.


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

                  Nooo, he's killing him!


      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.


      Tank is trying to find another entrance.

                  Send me back, Tank! Anywhere!

                  I'm looking, Trinity! I'm

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

      Trinity follows him.

                  What is it... oh no.

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



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


      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

      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

      He is not ready to die.

                  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

      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.


      Morpheus checks the ship's self destruct key.

                  You can't use that until Neo is

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


      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-


      Driving like a demon with one hand, he grabs the car
      phone and dials long distance.


      Tank answers.


                  Mr. Wizard, Get me the hell out
                  of here!


      Looking over his shoulder, watching the mirrors, Neo
      drives almost unconsciously.

                  Hurry, Tank! I got some serious


      The keyboard clicking, Tank searches for an exit.
      Trinity screams into the headset.

                  Neo, you better get your ass back

      INT. CAR

                  I'm trying, Trinity. I'm trying.

                  I got one!

      Neo glances to his right and sees Agent Brown, now
      driving the car beside his. Agent Brown swerves,
      slamming into him.

                  Wabash and Lake. A hotel.

      Neo fights the steering wheel as Agent Brown pushes the
      car up over the median.

                  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.


      Three figures silhouette by the burning wreckage become
      the three agents.

      Further down the street, Neo hauls his broken, bleeding

      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.


      Sentinels open and shift like killer kaleidoscopes as
      they ready their weapons, swarming around the


      The hovercraft booms as machines drop onto it.

                  I'm going to make the call.

                  Do it!


      Agent Smith is in the elevator when he hears the DISTANT
      RING of a PHONE.


      The agents chase him, FIRING, BULLETS SPARKING and
      RICOCHETING even as Neo jumps for the third-floor

      Neo kicks in the window, jumping into the hall. The
      doors count backwards: 310... 309...


      Morpheus grabs the biggest gun he can find. The lasers
      begin to slice through the hull.

                  Where is he?

                  Almost there.

                  He's going to make it.

                  Hurry, Neo.


      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 --



      Neo's body jerks, and everyone hears it as the life
      monitors snap flat-line.

      Trinity screams. Morpheus is frozen in disbelief.


      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

                              AGENT SMITH
                  Check him.


      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.

                  No-no-no! Neo, you're not dead!
                  You can't be dead!


      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.


      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.

                  You're right here. I'm holding
                  you, Neo. I'm not letting you go.
                  Do you hear me? I won't let you


      The agents walk to the elevator, leaving Neo's body


      Morpheus flicks the Plexiglas shield of the self-

                  Noooooo, Neo! Don't give it up!
                  Not now!

      She pounds on his chest.

                  Not now!


      The BLOW ECHOES deep in his mind.

      His eyes snap open.


      Trinity screams as the monitors jump back to life. Tank
      and Morpheus stare, unbelieving.

      It is a miracle.

                  Now get up!


      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

      Neo gives him the finger.

                              AGENT SMITH

      Agent Smith pounds on the elevator door.


      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.


      Machines split open the craft, pouring in, lasers
      targeting everywhere.

      A beat finds the centre of Morpheus' forehead and he
      screams, ready to die.


      He turns the key.


      A blinding shock of white lights flood the chamber;
      sentinels blink and fall instantly dead, filling the pit
      with their cold, metal carcasses.


      In the still darkness, only the humans are alive.


      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:


      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

                  Hi. It's me. I know you're out
                  there. I know you're working as
                  fast as you can to catch me.

                  Trace program: running.

      We CLOSE IN ON the racing columns of numbers shimmering
      across the screen.

                  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

                  I've decided to make a few

                  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