alhim

THE MATRIX RELOADED


Written by
Andy and Larry Wachowski









April 8, 1999



FADE IN ON:
Dark clouds below the inky remnants of the scorched sky. We hear wind as we sail, like a glider, over the black atmosphere.
We DIVE DOWN into the murkiness, through the clouds, into the darker world of the dead surface of Earth, the desert of the real. The rotted skeleton of a massive city is sprawled everywhere. We approach a fissure in the Earth's crust, and as we do, we hear the increasing buzz of multiple hovercraft engines. Blue flashes grow in intensity from the fissure. Radio voices, indistinct at first, grow louder as we approach the fissure.
WOMAN (V.O.)
"Six o'clock, 300 meters. We can't outrun 'em."

MAN (V.O.)
"I know. Can't tow this crate fast enough! We gotta ditch it!"
We hear the voices as though we're listening to cops through a police scanner. The woman is NIOBE, the captain of the lead ship, Sephora.
NIOBE (V.O.)
"Can't, the core is still good. And they've got 'The One.'"
MAN (V.O.)
"Oooh, our savior. Hed better be worth it."
NIOBE (V.O.)
"Shut up and make the exit. Hold on!"
The azure glow from the fissure is suddenly overwhelming. A tight convoy of three HOVERCRAFT explode from the fissure, traveling nearly straight up, like a trio of massive locomotives flying into the sky in tight formation, linked together by tow cables. The blue glow has been emanating from the overworked flare drives of the first and third hovercrafts. Between them, suspended by tow cables, is the dark, scorched, and sliced NEBACHANEZZER. They rocket upward, slowing as they reach the top of the arc.
NIOBE (V.O.)
"Woo-hoooh!"
The rush to the ground, pulling up at the last second. The NEB flails wildly between them.
MAN (V.O.)
"They're still on us!"
More vehicles fly from the fissure. A massive army of SQUIDDIES pours up onto the surface.
INT. NEBACHANEZZER COCKPIT
The NEB is slung between the two HOVERCRAFT, with the cockpit facing backwards. TRINITY, MORPHEUS, TANK, and NEO, the former Thomas Anderson, crowd the cockpit. Helpless, the landscape speeds away from them, while a wall of red-eyed SQUIDDIES speeds to them.
It's been a mere TWO DAYS since the realization of NEOS POWERS and the defeat of AGENT SMITH. The slipstream whistles violently into the interior of the ship, and the crew is cold, tired, haggard, and stressed beyond belief as they can only watch the action in their knocked-out ship.
MORPHEUS is on a headset.
MORPHEUS
"Niobe, theyre closing."
NIOBE
"How many?"
MORPHEUS
"Just a few. Maybe two or three. Hundred."
INT. SEPHORA COCKPIT
NIOBE, as regal as she is beautiful, sits at the controls of her ship with her co-pilot, a younger female. All visible dials are redlined as they streak over the dark surface.
NIOBE
"Youve got a gift for understatement."
INT. FREEDOM COCKPIT
THE FREEDOMS CAPTAIN, a silhouette in a dark cockpit, is flying blind. His cockpit is awash in the blue flares from NIOBES ship.
His lieutenant, a shadowy female figure, reaches for the radar screen. As she does, we see her bare shoulder fall into view, a WHITE RABBIT tattoo is conspicuous.
They switch their screens to the radar, squiddies right on their ass.
MAN
"Oh shit, were screwed. We gotta set down and EMP em."
NIOBE (V.O.)
"Too many!"
EXT. FREEDOM HULL
A racing SQUIDDIES reaches the hull and latches on, striking up its cutting laser and ripping into the hull.
INT. SEPHORA COCKPIT
MAN (V.O.)
"Theyre on me! Shit! Losing power!"
NIOBES Lieutenant, a muscular Asian woman, Circa, notes something on a console.
CIRCA
"Multiple bogies closing!"
NIOBE
"No shit."
CIRCA
"From the front!"
Niobe is grim faced as she peers into the sky ahead. Several objects are closing in fast.
CIRCA
"Are they - "
She doesn't have time to finish the question, as the oncoming fighters launch a massive volley of missiles. From afar, they look like dark irises surrounded by a corona of flame. At first, we can't tell exactly what they are, until their fiery trails rip straight at the SEPHORA cockpit.
CIRCA DUCKS as the missiles harmlessly streak by.
INT. NEB COCKPIT
A massive swarm off missiles blasts by the cockpit. The individual warheads swerve at the last second, blowing SQUIDDIES apart, or casting them to the ground aflame.
INT. SEPHORA COCKPIT
Niobe breathes a sigh of relief. Her lieutenant looks back up to see a wing of HOVER FIGHTERS - 'DEFENDERS' fly past their ship. Sleek, with huge blue flares from their engines, they're gunship fighters armed to the teeth with missiles and laser turrets studding the fuselage.
NIOBE
"They're ours."

DEFENDER ONE (V.O.)
"Hold on, folks, you're in for a little cleaning."
EXT. THE SURFACE
The wing of DEFENDERS makes short work of the squiddies. The half-dozen clinging to FREEDOM'S hull are picked off by well-placed laser shots that turn the squiddies into curdling balls of slag. The squiddies that survive turn tail and run.
INT. NEB COCKPIT
The crew of the Neb breathe a collective sigh of relief as they leave the scene of aerial carnage behind them.
NEO has been gripping an oh-shit handle on the edge of the cockpit. He relaxes his grip as their escape is clear. Their ship suddenly enters a cave, and starts to descend. The blue wash of the ship shows rock walls and pipes. The ships are slowing down as they descend back into the earth.
TANK'S shoulders drop, and he leans back into his chair.
TANK
"We're home."
TRINITY
"Well, not yet, but we're in the defense screen."
NEO
"What's that?"
MORPHEUS
"A concentric ring of defenses that shields Zion. The fighters that just saved us constitute the first ring."
NIOBE (V.O.)
"Neb crew, you can relax now."
MORPHEUS
"For the moment, perhaps. Its still a long drive home."
FADE OUT
and
FADE INTO:
TRINITY'S CABIN. At first we see only stars twinkling, faraway diamonds on a black velvet background. The camera descends through the darkness, to a sunset, dark blue, as if just after sunset. The artwork terminates in the metal ring going around her room. It's a much more hospitable place than the rest of the dreary hovercraft. The articles she's collected during her time in the resistance dot the cabin. An unfinished sweatshirt sits on a loom. There are charcoal portraits of loved ones.
Softly lit, the cabin sways slightly. The NEB is still in tow. NEO is sitting against the wall on Trin's bed, with her curled up beside him with her head on his lap.
Neo cant sleep. He stares at the wall opposite him. There's a photo of the crew of the NEB, sans Trin, in better days. Smiling, laughing as they are seated around the table. Morpeus, Tank, Dozer, Switch, Epoch, Mouse. Neo stops on the image of a smiling CYPHER. There's an unknown Asian man in the photo, looking withdrawn and a bit lonely.
Gently, placing Trinity's head down, NEO stands and examines the photo.
She awakens.
TRINITY
"I'll have to take that one down now. Cypher..."
NEO
"Who is this guy?"
TRINITY
"Who?"
NEO points to the mystery man.
TRINITY
"That was... I forgot his name."
NEO
"What happened to him?"
TRINITY is sullen.
"He didnt make it."
NEO returns to the bed and sits down, disturbed. Trinity sits up, awakening.
NEO
"Was he like me?"
TRINITY nods.
TRINITY
"Not you, though. Like you. There have been others, Neo."
"Aren't you tired?"
NEO
"No. I've never been a big sleeper."
TRINITY
"I know. I used to watch you hacking without sleeping for days."
He turns to her, questions in his eyes.
NEO
"How many 'ones' have there been?"
TRINITY
"That's not the point."
NEO may not think so.

TRINITY
"You are him. Youre mine."
NEO
"But what does it mean, to be The One?"
TRINITY
"I don't know, Neo. Our mission was to find you."
NEO
"So, now what?"
TRINITY
"Now, Zion will give us a new mission."
The hatch swings open. MORPHEUS peers in.
MORPHEUS
"We're almost home. We'll need a detail. Five minutes."
HE closes the hatch and disappears.
NEO
"Does he ever knock?"
TRINITY
"Not on his ship."
CUT TO:
INT. MAIN DECK, NEB
The crew grips the bulkhead and fixtures as the swaying ship comes to a rest. Outside, the sounds of hover engines fade away. Tank unlocks the main hatch, then jumps as it drops, unpowered, slamming into the tarmac with a resounding smash.
CUT TO: EXT. ZION TARMAC
The tarmac is a busy, crowded military airport, with hovercraft of different sizes spread across the lot. Its housed poorly lit, houses in a cave so huge the ceiling is out of site. Crewpersons run around, servicing battle-damaged vehicles. Munitions are carted across the tarmac on robot rolling racks. No one pays the NEB and its battered crew any mind.
Nearby, the SEPHORA and FREEDOM are parked. Their engines shut down, and their powered hatches are open. The crewmembers are spilling out.
NIOBE hurries to MORPHEUS' side, and he steps toward her, smiling, but their military manner is quickly restored, though they can barely contain their grins.
MORPHEUS
"Niobe..."
SHE shakes his hand, the shake slows down.
"M."
MORPHEUS
"Thanks for the rescue."
THEY close for a kiss, when the FREEDOM'S captain suddenly jumps between them.
It's CHOI - the NEO's supposed neighbor and hacking financier. Exhuberant and oblivious, he joyfully gets in MORPHEUS' face.
CHOI
"Brough, you us your asses! We saved you so hard core you don't even know!"
NIOBE smiles at Morpheus and fades back as BOOTH shouts his own praises. Morpheus turns to his less-mature peer.
CHOI
"So, you think you finally found The One, huh? Another One?"
DUJOUR, CHOI'S LIEUTENANT, pushes into their conversation, looking offscreen.
DUJOUR
"Idiot, we helped him find him. Hello, Morpheus."
CHOI
"Huh?"
He looks at what she's seeing. His gaze halts on NEO. He's concentrating on TANK and his apparent girlfriend, who seems to be consoling him. He turns to see CHOI and DUJOUR, does a double-take, and his jaw drops open.
NEO
"You?"
CHOI is quick to resume his cool.
CHOI
"In the flesh, so to speak."
DUJOUR
"Welcome to the real world, Neo. I'm glad you're here."
CHOI
"What do you think, Dujour? Should we take him with us?"
DUJOUR
"Definitely."
CHOI
"Morpheus?"
MORPHEUS turns from Niobe and a Zion officer. He addresses Trinity, glancing at the others.
MORPHEUS
"Go on ship's liberty. Meet me in the Dead Duck at 21:00 hours, drunk or sober."
EXT. ZION STREET
It's like a valley floor running between two gigantic walls of rock that are nearly vertical, coming together in an elongated archway. Carved into the street level are innumerable stores and shops, above them, apartments and balconies that rise to the top of the arch. People flow through the street. Their clothes are homespun wool, denim, and leather. Dyes and color are absent. Carved into the solid granite walls, between homes and around windows and doors, are intricate and beautiful carvings.
NEO is lead down the street by CHOI, DUJOUR, and TRINITY, and a few other rebels. The push through a mult-culti crowd of people, humanity melting into one race.
CHOI
"See, man? This is home. This is the main street. One of em, anyway. Almost everyone is a fighter. Sometimes, even the kids.
THEY pass an outdoor workshop where youngsters are assembling small machines.
CHOI
"Our energy as a people is directed toward liberation. Check it out, here are some newcomers."
A group of frail, buzz-cut androgonites pass by them. They look at NEO, recognizing him as one of them, a new comer.
NEO
"Where did they come from?"
CHOI
"Energy plant we raided on our last mission. There were some survivors."
NEO
"How are their minds freed from the Matrix?"
TRINITY
"With difficulty."
DUJOUR
"If at all."
They step into a club, Dead Duck. Its a sailor joint. Lots of wood, beer on tap, and rum. Crewmembers of other ships recognize the rebels, greeting them, as they eye Neo. They take a booth in the corner. The waitress arrives.
WAITRESS
"Welcome home, brothers and sisters. First day back?"
CHOI
"Yes, lovely."
WAITRESS
"On the house, then. Four rums?"
TRINITY
"Make it eight."
The waitress smirks and leaves. TRINITY turns to CHOI.
TRINITY
"Any casualties?"
CHOI lights up and takes a drag.
CHOI
"Two. Sidewinder and Left-right."
DUJOUR
"I cant believe Cypher turned. Bastard."

CHOI
"He who loses faith"
DUJOUR
"Neo, we monitored your fight. Did you really gain enlightenment?"
NEO shrugs.
NEO
"All I know is I kicked Smiths ass."
CHOI
"Fuckin finally, Jesus Christ. Its about time we iced that bastard."
DUJOUR
"Yeah, we finally won against an agent?"
CHOI
"I guess 1 n 298 isnt a bed record, huh?"
The drinks arrive. Tall glasses of rum.
CHOI holds his glass aloft. They raise their glasses to toast.
CHOI
"Live free or die."
ALL (save NEO)
"Live free."
They slam the rum back, and slam empty glasses on the table. NEO can barely manage to sip his.
NEO
"God, how do you do that?"
TRINITY
"Youve never drank before."
DUJOUR
"Not for real."
CHOI
"You want to know what being The One means?"
NEO
"What?"
CHOI

"One drink and youre toast."
DUJOUR
"Neo, you know what else youve never done?"
She glances at Trinity, who falls back against the seat, turning to suppress a smile. Choi cracks up.
NEO
"Yeah."
DUJOUR
"Yeah, youve never done it."
CHOI
"And virtual doesnt count, man, doesnt fucking count."
NEO
"Well. Ill drink to that."
CHOI
"Here, here."
This time, NEO follows the others and slams back the entire glass. He coughs and sputters as his friends and bar patrons cheer him on."
EXT. MAIN STREET, ZION
The lights are dim, and only a few late night revelers stagger through the streets on their way back home. Walking straight and calmly through the stragglers are MORPHEUS and NIOBE.
MORPHEUS
"So, how do you like having your own command?"
NIOBE
"Its good. But trying. The responsibility"
THEY stop before the entrance to the DEAD DUCK.
MORPHEUS
"You must be both mother and father to your crew."
NIOBE nods, and looks into the bar. Inside, the crews are raging drunk and loud.
NIOBE
"Who will you be now? The mother, or the father?"
MORPHEUS peers in on the scene and grins.
MORPHEUS
"As long as they dont get out of line, Ill just be a brother."
INT. DEAD DUCK
NEO is out of it, while the others are merely comfortably in the bag. Hes acting like a kid who broke into his fathers liquor cabinet.
CHOI
"So, you went back in, and you two pulled him out?"
TRINITY nods, herself in disbelief. NEO picks his head up off the table.
NEO
"Kicked kicked Smiths ass."
CHOI eyes MORPHES and NIOBE coming toward them.
CHOI
"Hey, did you kick anybody elses ass, Neo? Like Morpheus?"
NEO
"Morpheus? Yeah, I smacked him around, too."
MORPHEUS arrives just in time to hear the last part. He stands and grins down at NEO.
MORPHEUS
"So, you can smack me around, Neo?"
NEO
"Oh yeah. Anytime."
MORPHEUS taps him on the forehead. NEO blinks and falls back into the booth. He stands before them.
TRINITY
"Hows Tank?"
MORPHEUS
"Hes on bereavement leave with his mother. Dozer was the second son shes lost in this war."
His comments set a sober tone.
MORPHEUS
"The Nebechanezzer is out of commission for at least a month. But, thats not giving us a rest."
TRINITY
"Let me guess. Weve been ordered back out anyway."
MORPHEUS
"Yes. This is another special op. Im in command, Niobe and Trinity are team leaders. Neo is our secret weapon."
FLASH TO: NEO, passed out with his mouth open on the couch.
MORPHEUS
"We dont know exactly what hes capable of. He may be just tapping his potential, or he may have already reached it. We are to learn from him, as he does from us."
CHOI
"Why are we always getting screwed? Not only do I have to go straight back into the shit, but I lose my command, too?"
MORPHEUS
"Youve been assigned to this mission because youre the best, Choi."
DUJOUR
"Yeah, and headquarters thinks you might be able to whine the agents to death."
CHOI
"Oh my God thats so funny. My point is, dont we need some r-and-r? Unwind a little? We lost two crew on the last one, you lost like five, right? Shit. Im glad we found Mr. Invincible, here, but Jesus"
MORPHEUS
"You dont have to go, Choi. Volunteers only."
TRINITY
"Hes got a point, M. I have faith, but why so quick?"
MORPHEUS
"We have a chance, here, but the window of opportunity is brief. Our ships say the Matrix is already upgrading and re-coding to block our entry. And Neos."
CHOI
"Fuck. Every fucking time we get another one, this is what they do."
MORPHEUS
"He is the One."
DUJOUR
"You havent lost the faith, have you Choi?"
CHOI grabs a half-filled rum glass and swigs it down.
CHOI
"Well, these are the times that try mens souls. Heres to victory."
EXT. TUNNEL
The FREEDOM hovers slowly, silently, like a submarine as it cruises through the murky depths. It suddenly comes to a quiet stop, and descends. The engines fade out, and the vessel rests, darkened, on the cave.
A quartet of SQUIDDIES slips by. We follow as they worm their ways through the twisted passageway, watching as they pass the bubble cockpit by mere feet.
FREEZE on the cockpit. Within the shadows we see Morpheus and Choi at the controls.
INT. FREEDOM COCKPIT
They watch the SQUIDDIES fade into the distance.
MORPHEUS
"Power up. Sleep mode."
CHOI
"Aye aye, capitano."
MINIMAL cockpit displays turn on, and the cabin remains dark.
INT. MAIN DECK
The ships OPERATOR, a lean Asian kid with a gaze like a laser scan, sits behind NEO, whos sitting at the operators console with his hands on the abbreviated keyboard. Trinity sits with them, her feet up as she observes.
NEO stares at the screen. Its a huge syllabus of Matrix code characters. He struggles to learn the complex code.
NEO
"Ka equals 9. But reverse Ka is point-nine, right?
RAZOR nods.
RAZOR
"You catch on quick, man."
NEO
"I know these symbols from the hacking trainer. But how come its so hard to find them on the keyboard?"
TRINITY
"Your brain knows what to do. But it has to associate characters with your body."
RAZOR
"Its muscle memory, Neo. Think of the space bar and your thumbs nail it. Because your thumbs have hit the space bar millions of times. But think about reverse ka, and your fingers dont hit automatically hit the reverse key and the ka key in one shot."
NEO
"Where did these symbols come from, anyway?"
RAZOR
"Most of it is from the old Japanese. Its Katakana. See, the machines arent binary. No zero and one. Theyre quantum-based, so instead of an open-close base of zero or one, open or closed, they use all numbers between zero and one."
NEO
"All numbers between zero and one. That could be an infinite number of numbers."
RAZOR
"Not could be, it is."
NEO is astounded.
NEO
"Holy shit. How many calculations per second?"
RAZOR
"How many CPS? Well, thats kind of hard to estimate. Put it this way: picture all the particles in the known universe. Not just atoms, but sub-atomic particles that compose atoms."
NEO
"OK. At last count that was what, a gazillion, right? Two gazillion?"
RAZOR barely smiles at the joke.
RAZOR
"Well, its up there. In any case, the number of calculations per second the Matrix can perform is greater than the estimated number of particles in the known universe."
NEO
"Woah."
TRINITY
"Thats how they have the operating power to create entire worlds within their PCs."
NEO
"OK. Thats why it looks like reality. They have the computing power to create entire worlds."
RAZOR
"Right."
NEO
"So, if we hack into the Matrix, why cant we just change the code while were at it?"
RAZOR
"No, no. See, its not that simple. The machines, the programs that code, create, and maintain the Matrix, the agents, they are code. There are different types of agents, many work unseen with no interaction in the matrix. Then, there are the enforcers, the ones we know all too well."
NEO
"Right."
RAZOR
"Well, my point is, the machines code and recode the Matrix by pure will. Interaction with the Matrix, the physical act of being there, by default, allows people to change their environment the Matrix. They move objects, make sound, affect cause."
NEO
"Like reality."
TRINITY
"Almost. Reality is unalterable. But the fabric of reality in the Matrix can be rewoven. Some can reach beyond normal cause. Their affects on the Matrix are deeper than average. They have learned to change it according to their needs. But they dont have total control. Thats why we need operators like Razor here. But you, you go further than any of us can."
NEO

"How?"
RAZOR stands and taps Neos skull. He stretches, grabs a Japanese-style wooden sword, and, out of boredom, starts performing slow, precise Kendo moves around the main deck as he talks.
RAZOR
"The equipment you carry up here. Youre a freak. A good freak. Youre neural kinetics blast past those of average humans. This, combined with your ability to suspend disbelief, allow you to change the reality of the Matrix."
NEO
"How did I end up as a freak?"
RAZOR practices the same strike a few times.
RAZOR
"Good question. The Machines create people through cloning, since, obviously, no coppertops have physical sex. Theoretically, all clones in the Matrix are exactly the same as when the first clones. They shouldnt be any different from normal, homegrowns."
NEO
"OK, so how do you explain me?"
TRINITY
"Not just you. Morpheus, myself. We were all born inside.
NEO
"Well, what separates us from others?"
TRINITY
"For the past 50 years or so, something has been happening to children in the Matrix. Theyve been mutating, changing in ways the machines never predicted. Some seem to gain faster reflexes and strength. Others seem to have psychic powers."
RAZOR looks up to see MORPHEUS, hanging back as he listens. He comes forward.
MORPHEUS
"And others are able to change the reality of the Matrix itself."
HE points to Neo.
MORPHEUS
"Discussing history, are we?"

RAZOR shakes his head.
RAZOR
"Im trying to teach this fool some programming, man. Hes stuck in the 20th century. Hes got no skills, man. Without us, hes helpless."
MORPHEUS
"In the Matrix, without him, were helpless."
TRINITY
"Morpheus, can you tell us what the mission is now?"
MORPHEUS
"Not until we reach broadcast depth. Its slow going out there. I guess they know were coming back, so theyre patrolling. We have time to rest and ready."
EXT. MOUNTAIN TOP, LATE DAY (CONSTRUCT)
TRINITY sits alone on the tip of an impossibly high finger of rock. It looks like it sits on the rooftop of the world. All around her, as far as the eye can see, lie mountains. Their snow-capped peaks are pink in the sunset light.
She looks into the sunset. Heavy thoughts weigh on her mind.
A hand appears on her shoulder. Its NEO. How he got on the finger of rock is anyones guess.
NEO
"Boo."
TRINITY grins slightly and pulls on his arm. There is only enough room for one on the end of the rock, so he sits down behind her.
TRINITY
"Dont lose your balance."
NEO
"It doesnt matter if I do."
TRINITY
"So, you can fly."
NEO
"Yes."
TRINITY
"Do you think I can?"
NEO
"I think you can do anything you want, if you believe."
TRINITY
"Like you?"
NEO
"I dont know. I dont know exactly what I can do."
TRINITY half turns.
TRINITY
"Will you teach me to fly?"
NEO
"I dont know if I can."
TRINITY
"Free your mind of doubt."
NEO stands, and steps in front of TRINITY. Hes on the very, very edge of the rock. He extends his hand down to her. She grabs it, and he hauls her up. Her eyes dart to the ground, thousands of feet below the finger.
TRINITY
"In this construct program, the ground can kill."
NEO
"I wont let you fall. Ever."
THEY look into each others eyes. Despite the trauma theyve been through, and not even truly knowing one another, theres a connection.
NEO suddenly backs away. He walks on the air with perfect traction, as though hes on an invisible plane of glass. He leaves TRINITY standing precariously on the edge, wobbling a bit as she maintains balance against nerves. She breathes deep, and looks back up at NEO, maintaining her cool even as she eyes the spectacle.
NEO stands a few feet away from her, completely at ease as the high-altitude winds ruffle his hair.
NEO extends a hand to her.
NEO
"Its not real, Trinity. Youre not standing there. Step out. I can do it. You can, too."
With one last glance at the infinite drop, she steadies herself and stares straight into his eyes. Blue meet brown. Breathless, she steps straight out.
She takes one step in the air. For a breathless second, as she steps off the edge, she is stable. When she takes her foot off the edge, though, she sways, and her foot slips, as though shes on a greasy surface bobbing up and down. She corrects herself, tries another step, sags further.
TRINITY
"Shit."
SHE glances down, then locks eyes with NEO. Then drops like an anvil.

NEO
"Whoops."
HE dives down, shooting like a missile. TRINITY is calm, falling backwards, watching NEO come for her. The rocky ground looms behind her. She makes no effort to reach for NEO as he draws close to her. HE reaches for her with all his might.
NEO
"Grab me!"
TRINITY makes no effort to save herself, even as collision is seconds away. She stares at him intently.
NEO
"Grab on to me!"
SEEING she is doing nothing, he goes beneath her and scoops her up, Superman style. He barely accomplishes this before he slows and settles onto the rocky ground.
They are in a twilight glade shaded by the mountains.
NEO
"What the hell were you doing?"
TRINITY smiles slightly. Her madness has a purpose.
TRINITY
"Showing you, Neo."
NEO
"Showing me what? You nearly gave me a heart attack."
TRINITY
"I want you to know how much faith I have in you."
NEO
"Oh. And this requires acts of insanity?"
TRINITY smiles. She looks him up and down. She moves intimately close.
"So, you really are Superman."
NEO
"Only when Im plugged in."
TRINITY steps away. NEO grabs her shoulder and turns her to him. He attempts a
kiss, but she turns her face, letting it land on her cheek.
NEO
"What?"
TRINITY looks at him, then up at the sky.
TRINITY
"Its not you. Just, not here."
NEO doesnt understand. TRINITY rolls her eyes.
TRINITY
"Theyre watching us, you big dope. Do you know how horny computer geeks get?"
INT. MAIN BRIDGE
CHOI, RAZOR, DUJOUR, and CIRCA are sitting around the operators
console,feet up, eating. On the screens are patchy images of TRINITY and NEO
standing together in the GLADE. Its like theyre watching a soap opera.
TRINITY and NEO are looking in their direction.
ON THE interface chairs, the bodies of TRINITY and NEO lay supine.
EXT. GLADE (CONSTRUCT)
TRINITY grabs NEO by the arm.
TRINITY
"Over here."
SHE leads him into the shadows.
INT. MAIN BRIDGE
THE VOYEURISTIC crewmembers collectively groan as the lovers disappear off the screen and into the darkness.
RAZOR puts his hand on CIRCAS shoulder and sighs.
RAZOR
"So romantic."
CIRCA calmly pats his hand and removes it, holding it in front of him.
CIRCA
"Im sure Mary Palmer will appreciate your mood more than I."
EXT. GLADE (CONSTRUCT)
IN the blue twilight shade, NEO and TRINITY kiss tentatively, slowly, then quicker as they give in to their feelings for one another. WE move around them slowly, then pan into the shadows, a natural fadeout.
INT. OFFICE (MATRIX)
AGENTS JONES and BROWN sit across from each other, a steel table between them. They stare at each other for what seems like a long time. There is a speaker phone in the middle of the table amidst neat stacks of file folders.
AGENT JONES
"Our defeat is worrisome."
AGENT BROWN
"As is the loss of our colleague."
THEY ARE BOTH seething with anger. AGENT JONES grinds his molars.
JONES
"We cant defeat them. You saw what happened."
JONES
"We have a backup copy of Agent Smith..."
JONES stands and walks toward the massive panoramic window. The city spreads before him.
JONES
"A backup is not good enough. We need to upgrade ourselves to meet the new threat."
BROWN opens a large file folder.
BROWN
"Hes being rebuilt. But I have an alternate plan. Why fight the humans, when we can let them fight for us?"
JONES
"The terrorists have learned to bend our reality in ways we cannot. This was the cause of our defeat."
BROWN
"Mr. Thomas J. Anderson is not unique. Over the decades, many humans have developed... techniques for manipulating the Matrix. Techniques too primitive for us to understand. Most never realize their potential, but all the ones weve noticed exhibiting these talents are recorded here."
ANGLE ON the book as BROWN flips through. Street shots of people from all walks of life. Young rebels, corporate suits, junkies, housewives.
JONES turns on AGENT BROWN.
JONES
"Do you have anyone in mind?"
ANGLE ON the book. It stops on a page dedicated to someone who looks like NEO, but with long hair and an extremely bad attitude. There are photos of him on a motorcycle with a blonde, photos of him drinking with his gang friends.
BROWN
"Gregory Lowfield. He exhibits the traits we saw in Mr. Anderson."
MANS VOICE (O.S.)
"Mr. Anderson no longer exists. Our enemy now is the one called... NEO."
ANGLE ON: THE DOOR
AGENT SMITH walks in, grinning. There is a new swag to his walk, and his hair is longer, tied back.
BROWN
"Youve been recreated."
SMITH flexes his arm, examines his hands, and feels his hair.
JONES
"And you have more hair."
SMITH turns to him, examines the photos on the table. They lock eyes. On the same wavelength, they transfer knowledge without speaking. SMITH looks at the photo on the table.
SMITH
"I know what youre thinking. What we need is our own Neo..."
JONES
"If its possible."
SMITH
"Ill make it possible."
WE ZOOM in on the grainy photo of NEOs doppledanger. Quiet at first, growing louder as it grows dark, we here the rumble and roar of motorcycles.
EXT. DESERT HIGHWAY (NIGHT)
FAR OFF in the distance, the glow of motorcycle headlights racing toward us. As we zoom out and focus in, they are already too close to avoid. They rip by us, thundering explosions and men and women cheering.
THE pack of about ten bikers and their women dont wear helmets. They fly down the highway using both lanes, drinking and driving with total abandon.

ANGLE ON the lead motorcycle, a massive, custom-made Harley. GREGORY LOWFIELD, Thomas J. Anderson without a desk job, without cares, revs his bike and locks the accelerator. He hands his beer to the blonde who rides behind him, then, in one swift motion, jumps up on his seat, leaning into the slipstream.
The feat is IMPOSSIBLE.
HIS GIRLFRIEND, CHANDRA, screams at him as she grasps the seat and lowers herself to the bike.
CHANDRA
"Greg, are you fucking crazy?"
GREG
"Yes. But dont worry."
She clings to his legs as they barrel down the highway. They blast pass a darkened cruiser.
INT. CRUISER
The cop sets his paper down just long enough to catch a glimpse of the pack exploding down the highway, with GREGORY surfing his bike.
ANGLE ON: the radar gun. Its flashing 125 MPH
COP
"Holy shit. Drunk ass punks."
EXT. HIGHWAY
GREGORY is facing us as he drops back into his seat, taking his beer on cue from CHANDRA. Behind them, the cops lights flare up.
GREGORY
"Oh boy. Stop, stop, lets have some fun."
INT. COP CAR
WE look through the windshield as the cop drives down the highway, calling in his stop-vehicle report. He suddenly sees something that makes him slam on the brakes.
COP
"Holy shit!"
ANGLE THROUGH the cops windshield. The ten bikers, with GREGORY at their center, are parked in the middle of the road, looking at him casually."
EXT. ROAD
THE cruiser comes to a stop mere inches from GREGORYS leg. The COP bursts out of the door.
COP
"What the hell are you doing?"
GREGORY
"Well tell you when to stop, little man. Not the other way around."
COP
"Fuck."
HE DIVES back into his cruiser, reaching for the radio. GREGORY pulls a huge silver .44 from his jacket and FIRES. The cruisers antenna is blown off at the base, and the nine-foot whip flips onto the ground with a metallic clang.
INT. CRUISER
The COP is lying half-on the seat, taking cover. The handset relays only static. He reaches for his gun, but is frozen by Gregorys voice.
GREGORY
"Dont try anything stupid, man. I gotta bead on your donut-eating ass."
EXT. CRUISER
The cop comes out with his hands up.
COP
"Whaddya want with me?"
GREGORY
"I dont know. I just thought Id find out what you wanted without you shooting at me. So, what do you want?"
THE COP is a tough one. Far taller than GREGORY, muscular and serious.
COP
"Youre all under arrest."
THE PACK explodes with laughter. GREGORY walks up to the policeman and circles him, keeping the gun pointed in the business direction.
GREGORY
"This is your lucky day, officer. Were gonna give you a night off."
CHANDRA walks up to him. Seductively, she hands him the bottle of hard liquour.
CHANDRA
"Drink."
WHEN he pauses, GREGORY places the gun against his temple. Reluctantly, the big cop starts to gulp down the alcohol.
GREGORY lowers the gun. He and CHANDRA return to their motorcycle.
GREGORY
"You never even saw us, man."
CHANDRA
"Keep the bottle."
THEY start their bikes and are gone, like ghosts, into the shadows of the road.

CUT TO:
EXT. BEACH
A CAMPFIRE blazes only a few feet away from the high tide. A billion stars shine overhead as GREGORY and his biker gang, including the cop, sit or lie around the fire. A few people are still awake, and one picks drunkenly at a guitar.
GREGORY stands, throws a blanket over his shoulder, and scoops up CHANDRA. They make their way into the dunes.
EXT. DUNES
GREGORY and CHANDRA lie on the blanket, staring at the sky. Inexplicably, GREGROY holds a hand toward the sky.
GREGORY
"Which one do you want?"
CHANDRA
"Any one. It doesnt matter."
WITH his hand pointed lazily at the sky, a single star starts glowing stronger and stronger. It vibrates, then fades suddenly and comes loose from the sky, and becomes a meteorite, burning across the sky.
CHANDRA draws closer to him, enraptured by his power.
CHANDRA
"How do you do it, Gregory?"
GREGORY
"I dont know. Sometimes it feels like Im reaching beyond the world."
HIS hand drops and his head turns. He sits up, startled by something.
CHANDRA
"What is it?"
GREGORY holds up a hand for her to be silent.
GREGORY
"They found us. Cant you hear it?"
CHANDRA

"What? I dont hear anything."
GREGORY
"We can only rebel so long. We can only push until they will hit back."
CHANDRA
"They? The Men in Black?"
CU on GREGORY. In the distance, the faintest sound of a helicopter can be heard, growing louder.
GREGORY
"Fuck! Get to the bikes."
EXT. CAMPFIRE
GREGORY bursts over the hill, holding hands with CHANDRA as they run. Hes only had time to through on his boots and boxers and grab his .44. Chandra is dressed only in her underwear and Gregorys leather jacket.
GREGORY
"Wake up! Get on your bikes and fucking ride!"
HIS gang burst to their feet. They scramble through the dunes, heading for their bikes.
A HELICOPTER, seen only by its massively strong search lamp, and the wind from its rotors blowing sand everywhere, flies up and over the dunes, buzzing the running pack, blowing some off their feet.
GREGORY mounts his bike and CHANDRA jumps on back. WITH A WAVE OF HIS HAND, all the bikes, his included, drop into neutral and rev into start. Their headlights blaze as the helicopter returns, joined by another.
CHOPPER LOUDSPEAKER
"THIS IS THE POLICE, STOP YOUR VEHICLES AND SURRENDER!"
SUDDENLY, automatic fire sparks from the unseen helicopters. A bullet trail stitches its way across a pair of bikers, sending them to the ground as the helicopters fly overhead.
GREGORY cranks down on the throttle and his bike explodes ahead.
EXT. HIGHWAY
THE pack splits up in two directions as the distant choppers circle back. GREGORY cuts the lights on his bike and follows the highway by starlight.
INT. HELICOPTER COCKPIT
TINNY RADIO chatter fills the red-lit cockpit over the steady hum of the engines. The nose of the chopper points to the ground as it focuses on GREGORY and CHANDRA, who are ripping down the highway.
CU on the cockpit instruments, centered on the airspeed indicator. The needle is pushing to the max, going through 150 knots.
PILOT (V.O.)
"Holy shit, hes outrunning us."
CUT TO:
EXT. HIGHWAY
GREGORY is pasted down to the tank of his bike with CHANDRA gripping him for her life. The slipstream pulls his lips open and tears streak from his eyes as his bike redlines in fifth gear. The helicopters grow smaller behind them. They break chase.
CHANDRA looks back and sees the lights turn away. She screams over the wind and the roar.
CHANDRA
"Theyre gone!"
GREGORY is staring down a dark highway.
GREGORY
"Cant see shit."
HE turns the headlights back on, just in time to see a ROADBLOCK of heavy duty military trucks. In front of the trucks is a sandbag wall manned by soldiers. The trucks are flanked by police cars. And if one looks closely enough, they can see a pair of AGENTS standing to the side.
THE stunned soldiers have time to fire off a couple shots as they run frantically to get out of the way of the bike, 800 pounds of metal flying at 150 miles per hour.
GREGORY plows into the sandbag wall, directly between two parked trucks. The wall parts in an explosion of sand and sandbags. THEYRE THROUGH, but the bike scissors uncontrollably, until it rolls and we drop into bullet-time.
AS the bike goes over, we watch from the side as GREGORY dismounts, grabbing CHANDRA as he steps over onto the safe side of the bike. A massive shower of sparks bursts and trails the bike. It tumbles like a bullet falling through syrup, and GREGORY keeps walking over the rotating surface, using the bike to protect him and CHANDRA against the flesh-ripping concrete.
THE bike is coming apart as its bashed against the concrete. Pieces rise slowly into the air the front wheel, the forks, the mufflers, and a million flakes of metal, until the body bounces into the air, carrying GREGORY and CHANDRA up. Holding her to him shes barely conscious of the lightning-fast crash, GREGORY rides the flying body with one hand on the frame. It comes crashing down and back into real-time.

THE bikes body streaks along the highway. The sparks fade as it slows, and pieces of metal come clanging and banging down around them. They stop, crouching atop the body, with GREGORY crouching over CHANDRA. The disembodied front wheel rolls past them.
STUNNED, not quite understanding how or what he just did, he and CHANDRA stand and start running. BEHIND them is a blurry wall of red and blue lights. POLICE SIRENS grow louder.
THEY start running down the highway, then GREGORY yanks CHANDRA to a stop.
GREGORY
"Split up, into the desert, go!"
THEY split.
CU on CHANDRA. In bare feet, she sprints for the side of the road. The highway is littered with pieces of the bike, and she stomps on a twisted piece of metal that impales her bare foot. She falls to the asphalt with a scream.

GREGORY turns and rushes back to her, even as a police cruiser is bearing down on them, its V-8 roaring and the siren IMPOSSIBLY LOUD.
GREGORY drops to her side, only to look up into the blinding high beams. He drops over CHANDRA, ducks his head and extends his hand toward the oncoming cruiser and we drop back into BULLET TIME.
THE CRUISER runs into his hand and stops as though it hit a steel post. The hood crumples in the center, pushing the grill in even as the front quarter panels of the unibody continue around GREGORY and CHANDRA.
INT. CRUISER
THE ENGINE smashes in through the console, pushing the cops apart as the glass
windshield explodes and their seats slide forward into the console, smashing
them like jelly.
CU: GREGORY AND CHANDRA
WITH HIS HAND still on the grille, CHANDRA AND GREGORY remain untouched, even as
the entire police cruiser rips around them. WE drop back into REAL time and see
the cruisers body rip over and around them. The grille and engine block and
part of the mangled transmission remain still against GREGORYS HAND. The
cruiser was gutted, like a banana shot down the center from top to bottom. It
speeds beyond them, silent now, flips and explodes.
THE ENGINE block is suspended a few feet in the air. It drops to the ground with a thud.
GREGORY and CHANDRA get to their feet and run into the early morning desert.
CU: GUTTED CRUISER
UNBELIEVABLY, the driver is still alive barely. The steering wheel is smashed deep into his mouth, splitting his jaw open. Wet, broken chokes emanate from his blood-filled mouth. His eyes flicker, and just before they close forever, his body is seized by pain as he MORPHS.
EXT. GUTTED CRUISER
THE CRUMPLED DOOR is knocked out of the frame. WE SEE a black loafer step from the vehicle and a man in an immaculate black suit steps out slowly.
WE rise up from the loafer. As the other cruisers catch up to the scene of the accident, AGENT BROWN watches. He looks into the desert.
A POLICE lieutenant approaches BROWN.
LIEUTENANT
"Sir, should we pursue?"
AGENT BROWN
"Withdraw your men and pursue the others. We have our own plans for this one."

INT. MAIN BRIDGE (NIGHT)
The ship is quiet. RAZOR sits at the operator console, smashing the keyboard as he forces Tetris pieces into place.
INT. COCKPIT
CHOI is sipping coffee as he nudges the ship to a stop. He speaks into his headphones.
CHOI
"OK, try it here."
INT. MAIN BRIDGE
RAZOR halts his video game playing and flashes to a different screen. Lines of code come pouring down the screen as he types, then hits the ENTER key with a flourish. The screen flashes, and the familiar scroll of the MATRIX cascades down the screens.
RAZOR
"Holy shit."
CUT TO: INT. MAIN BRIDGE
CHOI
"What? Tell me you got signal."
RAZOR (V.O.)
"No fucking shit I got signal. Dude, theyre changing it."
CHOI is annoyed.
CHOI
"Are you using the right pulse wave?"
CUT TO: INT. MAIN BRIDGE
RAZOR
"Shut the fuck up and get back here."
THE MATRIX scroll pours down at a streaking pace. Its almost impossible to make out the individual characters.
CHOI comes up behind RAZOR
CHOI
"Oh my God. What are they "
RAZOR
"Theyre changing the Matrix."
CHOI
"Call Morpheus."
RAZOR patches into MORPHEUS cabin through the headset.
INT. MORPHEUS CABIN
ITS dark, but quiet classical music can be heard. Hes not in bed alone. NIOBES shaded form can be made out behind him.
MORPHEUS sounds awake, but looks anything but. He grabs the buzzing handset only an arms length from him.
MORPHEUS
"Im here."
RAZOR
"Sir, you gotta get down here."
MORPHEUS starts dressing as he talks. He puts a reasurring hand on NIOBES shoulder.
MORPHEUS
"Proximity alarm?"
RAZOR
"The Matrix, sir. The coding is going nuts."
MORPHEUS
"Be right there."
MORPHEUS hangs up the phone and jumps into his boots. He turns to NIOBE as he works.
MORPHEUS
"It sounds bad. Theyre readjusting quicker than we thought."
NIOBE jumps up and dresses quickly.
NIOBE
"Already?"
MORPHEUS
"It appears that they are learning their lessons."
NIOBE shakes her head.
"Morpheus, how much are you going to tell him?"
MORPHEUS pauses.
MORPHEUS
"Tell Neo? About his predecessors, I suppose?"
NIOBE, dressed, nods.
MORPHEUS
"He is the "
NIOBE puts a finger to his lips.
NIOBE
"Six came before him, Morpheus."
MORPHEUS shakes his head slowly.
MORPHEUS
"To me, none came before him. The Oracle told me I would find the one. It is prophecy. You havent seen what he can do."
NIOBE
"What if they toughen the Matrix code, like last time?"
MORPHEUS
"There are lots of ifs. How about this one: What if we lose faith in our cause?"
HE disappears through the door, leaving Niobe standing in the dim light.
INT. MAIN BRIDGE
MORPHEUS leans over RAZOR and CHOI.
MORPHEUS
"Talk to me."
RAZOR
"Not good, boss, I gotta compile a new descrambler."

MORPHEUS nods.
MORPHEUS
"Do it. Were at broadcast depth?"
CHOI
"Yes sir."
MORPHEUS
"We have to download our mission specs. Move aside, I have to log into the mainframe."
MORPHEUS takes over RAZORS seat. The scrolling code disappears, replaced by the small words: ZION.dtr1.mnfr4m3 LOGON.
MORPHEUS pushes the keyboard under the console so its hidden from view. He taps at the keyboard. Hidden password appears on the screen in the form of: XXXX XXXX XXXX XXXX XXXX XXXX XXXX.
SCREEN: LOGON ACCEPTED. WELCOME, MORPHEUS.
MISSION SPECS DOWNLOADING...
DOWNLOADED
LOGOUT COMPLETE
MISSION TYPE: INFILTRATION / DESTRUCTION
TARGET: MATRIX MAINFRAME
MORPHEUS eyes open slightly when he reads the screen, but he regains his composure quickly. RAZORS mouth drops open, and CHOI starts cracking up.
CHOI
"The mainframe? Haha. Its a joke, right Morpheus? Is today April 1st?"
NIOBE appears behind them.
NIOBE
"Its not a joke. We have The One. We must do it now."
RAZOR
"But theyre altering the code already. I cant even read it yet."
MORPHEUS turns and faces them.
MORPHEUS
"We have our mission, but its up to us to interperate how well do it."
RAZOR
"Morpheus, theres more ice in front of that mainframe than there is in Antarctica. Well never cut through it all."
MORPHEUS
"You havent seen The One in action."
RAZOR looks dubious, and turns to the screens.
MORPHEUS
"Can you hack in?"
RAZOR pounds the keys. The Matrix disappears, replaced by his program.
RAZOR
"Getting you in is no problem. Maintaining the input/output and helping you is the problem. Thats how they killed savior number four, if I remember right. They cut the signal and trapped him in there."
MORPHEUS spins the chair, then stops it. Their faces are inches apart.
MORPHEUS
"We dont speak of the past."
RAZOR

"Excuse me for dragging up painful memories, sir."
HE turns the chair back to the screen and continues coding.
CUT TO: NEO
Hes standing at the edge of some equipment on the Main Deck. Hes heard every word. He rounds the corner. The others catch sight of him. The same thought is on everyone's mind: How much had he heard.
MORPHEUS
"Morning. Niobe, wake the rest of the crew. Razor, whats the ETA for getting us in there?"
RAZOR shakes his head.
RAZOR
"I dunno. Just gimme an hour, Ill probably have caught up to them."
MORPHEUS walks up to NEO.
MORPHEUS
"Come with me."
CUT TO:
DESERT (DAY)
FROM FAR AWAY, we see GREGORY and CHANDRA hiding under the only bit of shade available for miles, a tiny outcropping of rock. We sail in and cut to a panning shot, scanning over the harsh ground, onto CHANDRAS feet, clad in Gregorys boots, up her sun-scorched and scratched legs. Shes collapsed onto Gregory. Hes in equally bad shape. Gregory leans with his back against the rock, eyes opening and closing as he drifts in and out of sleep.
GREGORY POV
He stars at the horizon and the mirages of water reflecting the jaundiced yellow sky. In the shimmering distance, a man appears, but Gregorys lids shut and we see darkness. When he reopens them, the figure is more clear. Its a man, dressed in a black suit. Even in the distance we can recognize him. We want it to be him.
EXT. DESERT ROCK
GREGORY can barely come to his senses as the figure approaches. CHANDRA doesnt even wake.
EXT. DESERT
We follow the figure at waist heigh as it approaches GREGORY. It comes to a stop just in front of him.
EXT. DESERT ROCK
GREGORY is fully awake, but he thinks hes dreaming. He reaches out and pokes the black-clad leg of the immaculate man standing before him - a man who doesnt sweat even in the sauna heat. He looks up, but the glaring sun obscures the face.
GREGORYs voice is raspy as he starts to speak.
GREGORY
"Oh my God. Its The Man."
MAN IN BLACK
"Ive been searching for you for a long time, my friend."
GREGORY lowers his head.
MAN IN BLACK
"We need you, Gregory."
GREGORY
"What for?"
MAN IN BLACK
"To save our world."
GREGORYS FACE RAISES, THE MAN IN BLACK eclipses the sun with his head, making a hallo of hazy sunlight around an all-too familiar face: AGENT SMITH.
GREGORYS head drops back down. He strokes CHANDRAS hair.
GREGORY
"Its too late. Were dead."
AGENT SMITH
"Do you want to live?"
GREGORY
"What for?"
AGENT SMITH
"A better life for all. Life for her. And for you, a chance for revenge."
GREGORY raises his head.

AGENT SMITH grins. He turns away, and the desert landscape before them turns into a soothing, cool, crystal forest lake. Smith takes a step toward it, then turns and extends his hand.
AGENT SMITH
AGENT SMITH
"Interested?"
GREGORY is mystified. Speechless, he drags himself to his feet, hoisting Chandra, and steps toward the lake.
GREGORY
"This cant be real."
HE steps forward, only to have the image recede.
AGENT SMITH
"You this, dont you?"
GREGORY
"Yes."
AGENT SMITH
"Will you help us?"
GREGORY
"Anything."
CU: SMITH extends his hand. GREGORY grasps it. He lets go, and collapses into the cool shallow waters of the lake edge.
EXT. LAKE SHORE
THE DESERT is gone, replaced by forest, though still under the poisoned sky of the Matrix.
GREGORY laps the water up, and pulls CHANDRA in, rubbing the water over her face. Calmly, AGENT SMITH stands on the lake shore.
CU: AGENT SMITH. The humans are reflected in his perfectly still glasses.
CHANDRA stirs and awakens, though she doesnt seem to see SMITH. GREGORY, revitalized, looks around at the miracle, and up at the mystery man.
GREGORY
"Who the fuck are you?"
SMITH grins devilishly.
AGENT SMITH
"Im nobody. A Smith. Whats more important, is you. We need you, Gregory."
GREGORY stares. He pulls CHANDRA ashore and stands to look AGENT SMITH in the eyes.
GREGORY
"First you try to kill me. Now you need me."
AGENT SMITH
"Two years ago, Gregory, your parents were killed in a terrorist attack in the heart of the city."
THE words spark something nasty in GREGORY.
GREGORY
"So what?"
AGENT SMITH
"The terrorists were led by a certain individual."
GREGORY
"I know who it was."
AGENT SMITH
"We need you to kill him."
GREGORY laughs he turns to CHANDRA to check on her. Shes passed out on the smooth grass.
GREGORY
"What a bunch of bullshit. The whole government cant kill him, so how can I?"
AGENT SMITH
"No one in the government can do what you can."
GREGORY
"Fuck you."
AGENT SMITH
"I believe we have a deal."
GREGORY stands and puts his face next to SMITHS
"You know, Ive always wanted to fuck the devil on a deal. And this looks like a once-in-a lifetime opportunity. So, FUCK YOU!"
SMITH frowns. GREGORY looks him up and down. Hes got a few inches and pounds on the smaller agent.
GREGORY
"What are you gonna do, little man? You looking for a trip to the fucking hospital? Fuck with me and youll be looking for some plastic surgery, you "
SMITH delivers a chest punch that sends GREGORY sailing back twenty feet. He tumbles to a stop, coughs, and stares in disbelief at SMITH, standing calmly at what seems like an impossible distance away.
CU: SMITH. HE removes his glasses calmly.
CU: GREGORY. He was stunned, but hes not out of the fight. Not by a long shot.
GREGORY
"No man can beat me."
SMITH
"Bring it on, pussy."
Pull back as he CHARGES SMITH
SMITH is ready to deflect the blow, but GREGORY dodges and bowls him over, barroom style. With SMITH pinned below him, he slams his palm downward. SMITHS head dodges the blow that pummels the ground.
GREGORY is screaming as he smashes downward with the palms of his heels. Every blow misses the mark.
GREGORY
"Mother fucker, what the fu ?"
SMITH bucks up, throwing GREGORY into the air. He flips onto his back as GREGORY returns. The sheer force of his street-forged roundhouses knock SMITH around as he blocks. Growing irritated at the untrained attack, SMITH turns a block into a palm-heel that hits GREGORY in the forehead with the force of a cannon blast. Momentarily stunned, he steps back enough for SMITH to perform a roundhouse kick. Its like a helicopter blade, smashing into GREGORYS head and sending him to the ground in a heap.
SMITH
"Ready to change your mind?"
CU: GREGORY
HE cant respond very well. Blood fills his mouth and his face is mashed. A huge welt grows under the loafer mark left by SMITH on the right side of his face.
SMITH crouches down by GREGORY
SMITH
"I can teach you to beat me, you know."
THIS interests GREGORY.
SMITH
"Help us, and both you and her will be free afterward."
GREGORY stares at the ground, then gazes past SMITH at CHANDRA. Finally, he starts to rise. SMITH offers a hand, and GREGORY takes it.
SMITH
"You know it, dont you? That theres more to your world than what you can see, what you can rationally explain?"
GREGORY
"Yeah."
SMITH
"Im going to teach you how to use the powers you cant even imagine. But first, you need to learn to fight."
SMITH puts his hand to his earpiece. GREGORYS eyes close and his body SPASMS. He falls to the ground, breathless, and when his eyes open, he stares up at SMITH.
GREGORY
"Holy shit. What the "
HE stares at his hands. He sits up, and watches his hands, amazed, as he goes through a series of block-punches. He stops and stares up at SMITH.
GREGORY
I know Kung-Fu."
SMITH grins.

INT. COCKPIT (NIGHT)
MORPHEUS and NEO sit together. The cockpit lights are dimmed down, only the EMP pulse button glows. Outside the ship, in the dark mists of the underworld, patches of eerie phosphorescent moss glow on the walls. Occasionally, a squiddie will pass over the darkened ship.
The two of them watch the deadly outside world.
MORPHEUS
"Were deep in their territory."
NEO
"I see that."
MORPHEUS stares out at the night, deep in thought. He turns to NEO.
MORPHEUS
"Are you rested?"
NEO
"Yes."
MORPHEUS
"You know now, that you had predecessors."
NEO
"Yes. Ive heard things."
MORPHEUS
"What types of things?"
NEO
"That there were others, like me, who you thought were going to be special. But they ended up dead."
MORPHEUS nods slowly.
MORPHEUS
"Its true. There were others. And I didnt tell you right away. Because you were not ready."
NEO nods.
MORPHEUS
"Does this anger you?"
NEO
"I dont know yet. So much has happened so fast, that I cant decide whether or not Im angry, or dissappointed, or even if I should be."
MORPHEUS
"You shouldnt be, Neo. You are the key in the Oracles prophecy. Everything forseen to come to pass, has, except one thing."
NEO
"What?"
MORPHEUS
"The destruction of The Matrix."
MORPHEUS looks out into the darkness.
MORPHEUS
"Your coming was heralded, and it is my destiny to prepare the world for you, and to baptize you by fire. But from here on out, no one knows."
NEO
"Can we ask The Oracle."
MORPHEUS
"Not in this life."
NEO is confused.
MORPHEUS
"No one has heard from her or her priestesses since the day Cypher turned on us."
NEO is taken aback.
NEO
"But she must have known, if they came to her."
MORPHEUS
"Perhaps she did."
NEO shakes his head.
NEO
"I cant believe it. I dont know, Morpheus, if Im prepared for this war. Im not a soldier. How, how are we going to win?"
MORPHUES
"For decades, we have fought force-on-force, in the real world, without a conclusion. Now, after nearly a century of war, were at a standstill. The only way that we can see to win is by destroying their source of energy. We have to pull the plug on them. We must crash the Matrix."
MORPHEUS grins slyly.
MORPHEUS
"Remember, when I told you, that Ill show you how deep the rabbit hole goes?"
NEO
"Yes."
MORPHEUS
"I brought you deep, yet I no longer know the way. No one does. With every second we sink deeper than before. You are our guiding light, now. Your powers exceed mine a millionfold. I have shown you the path to victory, Neo. Lead us down it."
INT. MAIN DECK
MORPHEUS, NEO, TRINITY, CHOI, and NIOBE are on the chairs as theyre being JACKED IN by CIRCA and RAZOR.
CUT TO: RAZOR jumps in the operators chair, his hands blur over the touchscreens and keyboard as he drops his crewmates into the Matrix.
MORPHEUS (O.S.)
"Were going straight for the throat, people."
ANGLE ON: RAZOR and CIRCA typing like made at their keyboards. RAZOR hits the ENTER key. They look on, transfixed with anticipation. The screaming Matrix code grinds to a readable halt. The slap each others hands and continue hacking.
MORPHEUS (O.S.)
"We have the advantage of surprise. They wont expect us to return so soon."
INT. ABANDONED WAREHOUSE
THE FIVE of them stand, immobile, around a ringing phone as their minds filter in to their body images. They are dressed practically in denim and leather, like blue collar workers. Their dress wouldnt attract the slightest bit of attention, except for the padded coats and tote bags filled with firepower.
INT. MAIN BRIDGE
CIRCA
"Keep your eyes out for changes, theyre modifying things. Dial 0 for operator."
INT. ABANDONED WAREHOUSE
MORPHEUS holds his celly to his ear.
CIRCA (O.S.)
"And have a nice day."
HE drops the phone into his pocket. They turn to him.
MORPHEUS
"Niobe, youre the liasion to our operators. Neo, what do you have for a game plan?"
NEO
"Where is the mainframe?"
MORPHEUS
"The Metacortex building."
NEOs jaw drops.
NEO
"What the fuck? Thats where I worked."
CHOI
"And what do you think you were doing there, writing code for video games? You were working for The Man."
TRINITY
"Its true, Neo. Metacortex employs humans to write code for the Matrix."
NEO
"I thought I was working on a fucking database."
MORPHEUS
"They keep the left hand from seeing what the right hand is doing. Thats how an evil system can be made by innocent people. But, that doesnt matter."
NEO recovers.
NEO
"How bout this? I just walk up to the Metacortex building and blow it up?"
CHOI laughs.
CHOI
"What, by power of will?"
NEO nods. CHOIS smile fades. He looks to the others.
CHOI
"Hes joking right?"
MORPHEUS shakes his head.
MORPHEUS
"Well fan out around the city, keeping an eye out for you. If youre able to accomplish this mission, well phase back into the ship. Stay in contact. If you lose your cell, contact an operator immediately."
EXT. ABANDONED WAREHOUSE
THE five of them exit. They blend into the crowds on the street, anonymous and quiet. MORPHEUS looks back as NEO, taller than most, heads down the street.
NIOBE pauses next to him.
NIOBE
"What is it?"
MORPHEUS shakes his head.
MORPHEUS
"Whats going to happen? If this is it, right now? The end?"
NIOBE
"I cant even imagine."
HE grins and starts to turn. As he does, his profile matches the profile on a WANTED poster stuck to the wall. Its a dark, grainy picture of him, alongside photos of Neo, and Trinity.
POSTER: INTERNATIONAL TERRORISTS
MORPHEUS glances at it, and continues on.
EXT. DOWNTOWN STREET
NEO walks calmly, observing the people that filter by. Men, women, children, all oblivious to their true nature.
A dirty homeless whino, nose explosion red with burst blood vessels, is staggering along the edge of the crowd, unseen and ignored. Somehow, he catches NEOs eye.
HOMELESS
"Spare a quarter, buddy?"
NEO shakes his head, but still stares.
ANGLE on the HOMELESS. He mutters something, and reaches into his shopping cart to open a garbage bag. Its filled with twenty dollar bills, thousands of them.
NEO
"How bout a quarter mil?"
THE homeless man is astounded. As he stands, speechless, NEO fades back into the crowd.
EXT. FOREST GLADE
SMITH and GREGORY fight in the glade. SMITH is always one step ahead. HE is a cruel sensei, and doesnt pull punches. But with every blow GREGORY takes, he rebounds and attacks again.
FINALLY, just as he seems to be gaining on SMITH, he takes a rapid-fire series of blows, and collapses to the ground, breathless and beaten.
GREGORY
"Fuck."
SMITH circles him.
SMITH
"Pain is only weakness leaving your body. When you are sufficiently strong, you will feel no pain."
GREGORY
"Tell me about what is happening. Whats wrong with the world?"
SMITH
"Get up and fight."
GREGORY gets to his feet and takes a stance. SMITH stares at him from a relaxed poise. He slaps at GREGORY, who deflects the blow and takes a jab, nearly hitting SMITH on the chin. They circle.
SMITH
"The world is not for you."
HE slaps, has it deflected, dodges a blow.
GREGORY
"What do you mean?"
SMITH
"Youre not human, Gregory. Thats why you dont fit in. Thats why you have certain powers."
GREGORY takes a swipe. They engage, then push off one another.
GREGORY
"What, am I from planet Krypton?"
SMITH
"Not quite. But as humans continue to evolve, some are developing capabilities beyond those of the average man. Reality-altering abilities. I have them. Others in the Agency have them. And you have them, too. Were all that stands between law and order, and a terrorist dictatorship lead by the one called Morpheus."
THEY stop fighting for a moment.
SMITH
"We need you to stop the terror. We need you to save our world."

IT sinks in. GREGORY is starting to believe.
SMITH
"We need you, because youre better than me. Now push past your abilities. You can turn you imagination into reality. See your hands striking me, see yourself overcoming me. Fight, boy!"
SMITH comes at him, and GREGORY responds. Their fists and kicks are a fast, then turn into a blur. GREGORY cant believe his own actions. SMITH misses a block, and GREGORY blows him backward with a chest punch.
SMITH, recovering, looks up. GREGORY looks around. CHANDRA is gone.
GREGORY
"Where is she?"
SMITH stands. From behind his back he produces a baseball sized glass ball. He tosses it to GREGORY.
SMITH
"Here."
GREGORY looks in the ball. Its a window to an apartment overlooking the city. Chandra is in bed, waking up.
SMITH
"She doesnt remember our encounter. Shes fine. Dont worry."
THE BALL disappears.
SMITH puts his hand to his earpiece.
INT. OFFICE BUILDING
AGENT BROWN is staring down at the ground. ACROSS THE STREET, NEO is walking toward his building.
BROWN
"Hes back."
EXT. FOREST GLADE
SMITH
"Ill be there. Execute the defense plan."
SMITH turns to GREGORY.
SMITH
"Come with me. But only watch. Youre not ready to engage in a fight with the enemy."
GREGORY
"Why not?"
SMITH
"Because if you havent defeated me yet, you wont defeat them."
SMITH snaps his fingers.
EXT. ROOFTOP
GREGORY finds himself alone on the top of the MAKARAO hotel, overlooking METACORTEX PLAZA.
EXT. STREET
The METACORTEX building stands across the street. NEO has been along this road a thousand times, but in another lifetime.
NEO raises one hand, palm pointed toward the building.
CUT TO: NEOS POV: The building is a massive tower of glowing shimmering energy, no more real than a three-dimensional polygon.
EXT. BUILDING ROOFTOP
MORPHEUS and NIOBE stand atop a building a few blocks away, looking toward the Metacortex building.
ANGLE on NEO
HE FIXES his gaze on the building, then lowers his head and closes his eyes.
THE building tremors slightly, like a heat mirage. Slowly, it starts moving downward.
ANGLE ON: the first level. The exterior glass disappears, vaporizing in a million crystal shards that melt into the air, exposing the hive of office cubicles and corridors within.
The walls, desks and cubicles vaporize, leaving a few hundred people office workers, security, maintenance men, standing with nothing between them.
The massive LOAD BEARING MEMBERS vaporize.
CUT TO: the bottom of the building. One can look straight through the entire building. WE go through the empty building, passing dazed people, until we pass out the other side, and come to NEO.
HE looks up. The office building is supported by nothing. Slowly, it descends on the stunned people. They rush, screaming, some laughing in hysteria, before the ceiling can come down on them. The last few flee just before the ceiling touches the ground. The second floor melts away just like the first.
EXT. BUILDING ROOFTOP
NIOBE and MORPHEUS stare on in amazement as the building collapses, floor by floor.
NIOBE
"Hes doing it."
MORPHEUS
"I knew it."
EXT. STREET
CHOI and TRINITY look up in the air at the roof of the METACORTEX building, standing beyond a block of buildings. It sinks toward the ground as a flood of people come screaming around the corner.
CHOI
"It cant be this easy."
TRINITY
"Its not over yet."

MANS VOICE (O.S.)
"Not by a long shot."
CU: TRINITYS FACE. SOMEONE plants the barrel of a silver Desert Eagle .45 against her temple. TRINITY whips her head backward as it fires. We drop into BULLET TIME as the flame and concussion blossoms in front of her face, ripping her sunglasses off as she drops backward, pulling a pair of MAC-10 Uzis from under her jacket.
THE MANS VOICE belongs to AGENT BROWN
CHOI turns, pulling a short weapon from under his coat. Its boxy, with a short barrel the size of a soda can. He plants it in the small of BROWNS back and pulls the trigger.
A CONE OF FIRE burns straight through brown, blowing steam, flame, smoke, vertebrae, and viscera out a massive hole in his stomach.
CU on the weapon. It recoils on tension coils, discharging a shell the size of a