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Screenplay: THE MATRIX, Written by Larry and Andy Wachowski

  • THE MATRIX
    Written by
    Larry and Andy Wachowski
    April 8, 1996




    FADE IN ON:

    COMPUTER SCREEN

    So close it has no boundaries.

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

    A PHONE begins to RING, we hear it as though we were
    making the call. The cursor continues to throb,
    relentlessly patient, until --

    MAN (V.O.)
    Hello?

    Data now slashes across the screen, information flashing
    faster than we read.

    SCREEN
    Call trans opt: received.
    2-19-96 13:24:18 REC:Log>

    WOMAN (V.O.)
    I'm inside. Anything to report?

    We listen to the phone conversation as though we were on
    a third line. The man's name is CYPHER. The woman,
    TRINITY.

    CYPHER (V.O.)
    Let's see. Target left work at
    5:01 PM.

    SCREEN
    Trace program: running.

    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.

    CYPHER (V.O.)
    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.

    We begin MOVING TOWARD the screen, CLOSING IN as each
    digit is matched, one by one, snapping into place like
    the wheels of a slot machine.

    TRINITY (V.O.)
    All right, you're relieved. Use
    the usual exit.

    CYPHER (V.O.)
    Do you know when we're going to
    make contact?

    TRINITY
    Soon.

    Only two thin digits left.

    CYPHER (V.O.)
    Just between you and me, you don't
    believe it, do you? You don't
    believe this guy is the one?

    TRINITY (V.O.)
    I think Morpheus believes he is.

    CYPHER (V.O.)
    I know. But what about you?

    TRINITY (V.O.)
    I think Morpheus knows things that
    I don't.

    CYPHER (V.O.)
    Yeah, but if he's wrong --

    The final number pops into place --

    TRINITY (V.O.)
    Did you hear that?

    CYPHER (V.O.)
    Hear what?

    SCREEN
    Trace complete. Call origin:
    #312-555-0690

    TRINITY (V.O.)
    Are you sure this line is clean?

    CYPHER (V.O.)
    Yeah, course I'm sure.

    We MOVE STILL CLOSER, the ELECTRIC HUM of the green
    numbers GROWING INTO an OMINOUS ROAR.

    TRINITY (V.O.)
    I better go.

    CYPHER (V.O.)
    Yeah. Right. See you on the other side.

    She hangs up as we PASS THROUGH the numbers, entering the
    netherworld of the computer screen.

    Where gradually the sound of a police radio grows around
    us.

    RADIO (V.O.)
    Attention all units. Attention
    all units.

    Suddenly, a flashlight cuts open the darkness and we find
    ourselves in --


    INT. CHASE HOTEL - NIGHT

    The hotel was 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.

    We FOLLOW four armed POLICE officers using flashlights as
    they creep down the blackened hall and ready themselves
    on either side of room 303.

    The biggest of them violently kicks in the door --

    The other cops pour in behind him, guns thrust before
    them.

    BIG COP
    Police! Freeze!

    The room is almost devoid of furniture. There is a fold-
    up table and chair with a phone, a modern, and a powerbook
    computer. The only light in the room is the glow of the
    computer.

    Sitting there, her hands still on the keyboard, is
    TRINITY; a woman in black leather.

    BIG COP
    Get your hands behind your head!

    Trinity rises.

    BIG COP
    Hands behind your head! Now! Do
    it!

    She slowly puts her hands behind her head.


    EXT. CHASE HOTEL - NIGHT

    A black sedan with tinted windows glides in through the
    police cruisers.

    AGENT SMITH and AGENT BROWN get out of the car.

    They wear dark suits and sunglasses even at night. They
    are also always hardwired; small Secret Service earphones
    in one ear, its cord coiling back into their shirt
    collars.

    AGENT SMITH
    Lieutenant?

    LIEUTENANT
    Oh shit.

    AGENT SMITH
    Lieutenant, you were given
    specific orders --

    LIEUTENANT
    I'm just doing my job. You gimme
    that Juris-my dick-tion and you
    can cran it up your ass.

    AGENT SMITH
    The orders were for your protection.

    The Lieutenant laughs.

    LIEUTENANT
    I think we can handle one little
    girl.

    Agent Smith nods to Agent Brown as they start toward the
    hotel.

    LIEUTENANT
    I sent two units. They're
    bringing her down now.

    AGENT SMITH
    No, Lieutenant, your men are dead.


    INT. CHASE HOTEL

    The Big Cop flicks out his cuffs, the other cops holding
    a bead. 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. The cop is dead before he
    begins to fall.

    And Trinity is moving again --

    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.

    TRINITY
    Shit.


    EXT. CHASE HOTEL

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


    INT. CHASE HOTEL

    Trinity is on the phone, pacing. The other end is
    answered.

    MAN (V.O.)
    Operator.

    TRINITY
    Morpheus! The link was traced! I
    don't know how.

    MORPHEUS (V.O.)
    I know. Stay calm.

    TRINITY
    Are there any agents?

    MORPHEUS (V.O.)
    Yes.

    TRINITY
    Goddamnit!

    MORPHEUS (V.O.)
    You have to focus. There is a
    phone. Wells and Laxe. You can
    make it.

    She takes a deep breath, centering herself.

    TRINITY
    All right --

    MORPHEUS (V.O.)
    Go.

    She drops the phone.


    INT. HALL

    She bursts out of the room 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.


    EXT. FIRE E5CAPE

    In the alley below, Trinity sees Agent Smith staring at
    her. She can only go up.


    EXT. ROOF

    On the roof, Trinity is running as Agent Brown rises over
    the parapet, leading the cops in pursuit.

    Trinity begins to jump from one roof to the next, her
    moverents 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 Trinity
    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, realizing 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

    Then hitting, somersaulting up, still running hard.

    COP
    Motherfucker -- that's impossible!

    They stare, slack-jawed, as Agent Brown duplicates the
    move exactly, landing, rolling over a shoulder, up onto
    one knee.

    Just below the building are the runbling tracks of
    riveted steel. The TRAIN SCREECHES beneath her, a
    rattling blur of gray metal. Trinity junps, landing
    easily.

    She looks back just as Agent Brown hurls through the air
    barely reaching the last car

    Agent Brown stands, yanking out a gun.

    Trinity is 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.

    Trinity hurtles into the empty night space, her body
    leveling into a dive. She falls, arms covering her head
    as --

    The whole world seems to spin on its axis --

    And 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 Agent Brown,
    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.

    TRINITY
    Get up, Trinity. You're fine.
    Get up -- just get up!

    She stands and limps down the rest of the stairs.


    EXT. STREET

    Trinity 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.

    Obviously hurt, 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 accelerates.

    Trinity sees the headlights on the truck arcing at the
    telephone booth as if taking aim.

    Gritting through the pain, she races the truck --

    Slamming into the booth, 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 --

    Barreling 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.

    AGENT SMITH
    Did you get anything from the
    room?

    AGENT JONES
    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.

    AGENT SMITH
    We'll need a search running.

    AGENT JONES
    It's already begun.

    We are SUCKED TOWARDS the mouthpiece of the phone, CLOSER
    and CLOSER, UNTIL the smooth gray plastic spreads out
    like a horizon and the small HOLES WIDEN until we fall
    through one --

    Swallowed by the darkness that becomes --

    A computer screen.

    We are on-line, inside a chat room called "The Matrix."
    It is an exklusive web-site where hackers hang out.

    SCREEN
    JACKON: I heard Morpheus has been
    on this board.
    SUPERASTIC: Morpheus doesn't even
    exist and the Matrix is nothing
    but an advertising gimmick 4 a new
    game.
    TIMAXE: All I want to know is
    Trinity really a girl?
    LODIII: 87% of all women on line
    are really men.
    QUARK: The Matrix is a euphemism
    for the government.
    SUPERASTIC: No, The Matrix is the
    system controlling our lives.
    TIMAXE: You mean MTV.
    SUPERASTIC: I mean Sega.
    FOS4: ALL HAIL SEGA!!!

    We drift back from the electric conversation entering --


    INT. NEO'S APARTMENT

    It is a studio apartirent that seems overgrown with
    technology.

    Weed-like cables coil everywhere, duct-taped into
    thickets that wind up and around the legs of several
    desks.

    Tabletops are filled with cannibalized equipment that lay
    open like an autopsied corpse.

    We turn towards the center of this rat-nest of
    technology, following the slurping and crunching of
    cereal. We pass an open box of Capln Crunch as we find --

    NEO, a younger man who knows more about living inside a
    computer than living outside one.

    NEO
    Fuckin' idiots don't know shit.

    He finishes his cereal and is about to disconnect when an
    anonynous message slices onto the screen.

    SCREEN
    Do you want to know what the
    Matrix is, Neo?

    Neo is frozen when he reads his name.

    SCREEN
    SUPERASTIC: Who said that?
    JACKON: Who's Neo?
    GIBSON: This is a private board.

    If you want to know, follow the
    white rabbit.

    NEO
    What the hell...

    SCREEN
    TIMAXE: Someone is hacking the
    hackers!
    FOS4: It's Morpheus!!!!!
    JACKON: Identify yourself.

    Knock, knock, Neo.

    A chill runs down his spine and when someone KNOCKS 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.

    VOICE (O.S.)
    Hey, Tommy-boy! You in there?

    Recognizing the voice, he relaxes and opens it. ANTHONY,
    who lives down the hall, is standing outside with a group
    of friends.

    NEO
    What do you want, Anthony?

    ANTHONY
    I need your help, man. Desperate.
    They got me, man. The shackles of
    fascism.

    He holds up the red notice that accompanies the Denver
    boot.

    NEO
    You got the money this time?

    He holds up two hundred dollars and Neo opens the door.
    Anthony's girlfriend, DUJOUR, stops in front of Neo.

    DUJOUR
    You can really get that thing off,
    right now?

    ANTHONY
    I told you, honey, he may look
    like just another geek but this
    here is all we got left standing
    between Big Brother and the New
    World Order.


    EXT. STREET

    A police officer unlocks a yellow metal boot from the
    wheel of an enormous oldsmobile.


    INT. NEO'S APARTMENT

    They watch from the window as the cops, silently,
    robotically, climb into their van.

    ANTHONY
    Look at 'em. Automatons. Don't
    think about what they're- doing or
    why. Computer tells 'em what to
    do and they do it.

    FRIEND #l
    Thc banality of evil.

    He slaps the money in Neo's hand.

    ANTHONY
    Thanks, neighbor.

    DUJOUR
    Why don't you come to the party
    with us?

    NEO
    I don't know. I have to work
    tomorrow.

    DUJOUR
    Come on. It'll be fun.

    He looks up at her and suddenly notices on her black
    leather motorcycle jacket dozens of pins: bands,
    symbols, slogans, military medals and --

    A small white rabbit.

    The ROOM TILTS.

    NEO
    Yeah, yeah. Sure, I'll go.


    INT. APARTMENT

    An older 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.

    TRINITY
    Hello, Neo.

    NEO
    How did you know that --

    TRINITY
    I know a lot about you. I've been
    wanting to meet you for some time.

    NEO
    Who are you?

    TRINITY
    My name is Trinity.

    NEO
    Trinity? The Trinity? The
    Trinity that cracked the I.R.S.
    Kansas City D-Base?

    TRINITY
    That was a long time ago.

    NEO
    Gee-zus.

    TRINITY
    What?

    NEO
    I just thought... you were a guy.

    TRINITY
    Most guys do.

    Neo is a little embarrassed.

    NEO
    Do you want to go sorewhere and
    talk?

    TRINITY
    No. It's safe here and I don't
    have much time.

    The MUSIC is so loud they must stand very close, talking
    directly into each other's ear.

    NEO
    That was you on the board tonight.
    That was your note, wasn't it?

    TRINITY
    I had to gamble that you would see
    and they wouldn't.

    NEO
    Who wouldn't?

    TRINITY
    I can't explain everything to you.
    I'm sure that it's all going to
    seem very strange, but I brought
    you here to warn you, Neo. You
    are in a lot of danger.

    NEO
    What? Why?

    TRINITY
    They're watching you. Something
    happened and they found out about
    you. Normally, if our target is
    exposed we let it go. But this
    time, we can't do that.

    NEO
    I don't understand --

    TRINITY
    You came here because you wanted
    to know the answer to a hacker's
    question.

    NEO
    The Matrix. What is the Matrix?

    TRINITY
    Twelve years ago I met a man, a
    great man, who said that no one
    could be told the answer to that
    question. That they had to see
    it, to believe it.

    Her body is against his; her lips very close to his ear.

    TRINITY
    He told me that no one should look
    for the answer unless they have to
    because once you see it,
    everything changes. Your life and
    the world you live in will never
    be the same. It's as if you wake
    up one morning and the sky is
    falling.

    There is a hypnotic quality to her voice and Neo feels
    the words like a drug, seeping into him.

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

    She takes hold of him with her eyes.

    TRINITY
    That's all I can tell you right
    now. Good-bye, Neo. And good
    luck.

    NEO
    Wait. Who was it? Who was the
    man?

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

    TRINITY
    You know who.

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

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

    CUT TO:


    INT. NEO'S APARTMENT

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

    NEO
    Shitshitshit.


    EXT. SKYSCRAPER

    The downtown office of CorTechs, a software development
    company.


    INT. CORTECHS OFFICE

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

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

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

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

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

    RHINEHEART
    Obviously, you are mistaken.

    His long, bony fingers resume clicking the keyboard.

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

    He turns again.

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

    NEO
    Yes, Mr. Rhineheart. Perfectly
    clear.

    INT. NEO'S CUBICLE

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

    Neo slumps down into his chair. A TALL EMPLOYEE stands
    up in the adjacent cubicle, leaning over the partition.

    TALL EMPLOYEE
    What did he say?

    NEO
    If I was late again, I'm going to
    be fired.

    He smirks.

    TALL EMPLOYEE
    Well, it was nice working with
    you.

    Neo glares at him, as he sinks down.

    VOICE (O.S.)
    Thomas Anderson?

    Neo turns and finds a FEDERAL EXPRESS MAN at his cubicle
    door.

    NEO
    Yeah. That's me.

    Neo signs the electronic pad and the Fedex guy hands him
    the softpak.

    FEDEX
    Have a nice day.

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

    NEO
    Hello?

    MORPHEUS (V.O.)
    Hello, Neo. This is Morpheus.

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

    MORPHEUS (V.O.)
    I had hoped for this conversation
    to take place under less adverse
    conditions, but you can never
    count on hope, can you, Neo?

    NEO
    ... no.

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

    NEO
    Who's coming for me?

    MORPHEUS (V.O.)
    Stand up and see for yourself.

    NEO
    Right now?

    MORPHEUS (V.O.)
    Yes. Now.

    Neo starts to stand.

    MORPHEUS (V.O.)
    Do it slowly. Slowly. The elevator.

    His head slowly peeks up over the partition.

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

    Neo ducks.

    NEO
    Holy fuckin' shit!

    MORPHEUS (V.O.)
    Yes.

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

    NEO
    What the fuck do they want with
    me?!

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

    NEO
    How?!

    MORPHEUS (V.O.)
    I can guide you out, but you have
    to do exactly what I say.

    The agents are moving quickly towards the cubicle.

    MORPHEUS (V.O.)
    The cubicle across from you is
    empty.

    NEO
    But what if...?

    MORPHEUS (V.O.)
    Go! Now!

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

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

    MORPHEUS (V.O.)
    Stay here for a moment.

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

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

    MORPHEUS (V.O.)
    A little longer...

    Brown is talking to the tall employee.

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

    Sweat trickles down his forehead.

    MORPHEUS (V.O.)
    Now.

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

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

    The room is empty.

    MORPHEUS (V.O.)
    Good. Now there is a window.
    Open it.

    NEO
    How do you know all this?

    Morpheus laughs quietly.

    MORPHEUS (V.O.)
    The answer is coming, Neo.

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

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

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

    NEO
    No! It's too far away.

    MORPHEUS (V.O.)
    There's a small ledge. It's a
    short climb. You can make it.

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

    NEO
    No way, no way, this is crazy.

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

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

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

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

    The scaffold seems even farther away.

    NEO
    I'm going to die.

    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.

    NEO
    This is insane. I can't do this!
    Forget it!

    He climbs back into the office just as a cop opens the
    door.

    NEO
    I didn't do anything!


    EXT. SKYSCRAPER

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

    Trinity watches in the rear view mirror of her
    motorcycle.

    TRINITY
    Shit.

    INT. INTERROGATION ROOM - CLOSE ON CAMERA MONITOR

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

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

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

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

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

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

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

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

    The pages continue to turn.

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

    Neo feels himself sinking into a pit of shit.

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

    He closes the file.

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

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

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

    He leans closer.

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

    Neo tries to match his stare.

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

    Neo nods to himself.

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

    He does.

    NEO
    And you can cram that file up your
    Secret Service sphincter.

    Agent Smith puts his glasses back on.

    AGENT SMITH
    You disappoint me, Mr. Anderson.

    NEO
    You ain't seen nothing yet.

    AGENT SMITH
    The irony of your situation is
    that you have no choice.

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

    Agent Smith smiles.

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

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

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

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

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

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

    Smith nods and the other two rip open his shirt.

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

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

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

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


    INT. NEO'S APARTMENT - NIGHT

    Screaming, Neo bolts upright in bed.

    He realizes 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 (V.O.).
    This line is tapped, so I must be
    brief.

    NEO
    The agents --

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

    Neo feels sick.

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

    Neo's throat cracks, dry as the Sahara.

    MORPHEUS (V.O.)
    Do you still want to meet?

    NEO
    ... Yes.

    MORPHEUS (V.O.)
    Take the Howard line south.

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


    EXT. EL TRAIN

    An EL TRAIN RAGES against its metal rails.


    INT. TRAIN

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

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

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

    APOC
    Come with me.

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

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

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

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

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

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

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


    INT. TRUCK BED

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

    TRINITY
    We got him. Call the chop-shop.

    She hangs up.

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

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

    NEO
    What are you doing?

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

    She seals his eyes shut with the tape.

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


    EXT. LOWER WACKER

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

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

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

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

    TRINITY
    Hello, Gizmo.

    Neo hears the voices around him.

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

    TRINITY
    Yeah.

    GIZMO
    But he's so old.

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

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

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

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


    INT. VAN

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

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

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

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

    GIZMO
    You're going to feel a little
    prick.

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

    NEO
    What are you doing?

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

    GIZMO
    There it is.

    On a monitor, we see the bug nestled in among Neols large
    intestines.

    GIZMO
    Hit him with 10 ccs of local.

    Hacksaw loads a hypodermic needle and pumps an anesthetic
    around Neols navel.

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

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

    GIZMO
    Here, kitty, kitty, kitty.

    The claw snags hold of the bug.

    GIZMO
    Gotcha!

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

    GIZMO
    Shit.

    TRINITY
    What's happening?

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

    Neo writhes in pain.

    GIZMO
    Hold him down.

    NEO
    Jesus! God!

    TRINITY
    Do something!

    GIZMO
    I got it! Maybe we can stun it.

    TRINITY
    Are you crazy? That will kill
    him.

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

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

    NEO
    Do what?

    The instant he hears the word, he knows.

    TRINITY
    Clear.

    NEO
    Oh, shit --

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

    GIZMO
    Hit him again!

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

    GIZMO
    Got it!

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

    TRINITY
    Neo, are you okay?

    He nods.

    TRINITY
    It's over. We got it.

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

    GIZMO
    Nasty little bugger, ain't it?


    INT. HOTEL LAFAYETTE

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

    TRINITY
    Thanks for your help, Gizmo.

    GIZMO
    I just hope the man knows what
    he's doing.

    She nods then climbs out of the van. Gizmo ogles the
    tight leather pants.

    GIZMO
    Goddamn, what I wouldn't give for
    a copy of that software.

    Trinity turns around.

    TRINITY
    Gizmo, you don't have the hardware
    to handle this software.

    He howls with adolescent laughter as the van pulls away.
    Trinity turns to Neo.

    TRINITY
    Let's go. He's waiting.


    INT. HOTEL LAFAYETTE

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

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

    TRINITY
    This is it.

    Neo can hear his own heart pounding.

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


    INT. ROOM 1313

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

    MORPHEUS
    At last.

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

    He strides to Neo and they shake hands.

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

    NEO
    It's an honor.

    MORPHEUS
    Please. Come. Sit.

    He nods to Trinity.

    MORPHEUS
    Thank you, Trinity.

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

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

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

    NEO
    You could say that.

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

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

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

    NEO
    You're Morpheus, you're a legend.
    Most hackers would die to meet
    you.

    MORPHEUS
    Yes. Thank you. But I think we
    both know there's more to it than
    that. Do you believe in fate, Neo?

    NEO
    No.

    MORPHEUS
    Why not?

    NEO
    Because I don't like the idea that
    I'm not in control of my life.

    MORPHEUS
    I know exactly what you mean.

    Again, that smile that could cut glass.

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

    NEO
    What gift?

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

    Neo shrugs.

    NEO
    It's not magic.

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

    He leans forward.

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

    Neo shakes his head.

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

    NEO
    Free from what?

    MORPHEUS
    From the Matrix.

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

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

    Neo swallows and nods his head.

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

    The LEATHER CREAKS as he leans back.

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

    NEO
    What truth?

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

    Outside, the WIND BATTERS a loose PANE of glass.

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

    NEO
    How?

    MORPHEUS
    Hold out your hands.

    In Neo's right hand, Morpheus drops a red pill.

    MORPHEUS
    This is your last chance. After
    this, there is no going back.

    In his left, a blue pill.

    MORPHEUS
    You take the blue pill and the
    story ends. You wake in your bed
    and you believe whatever you want
    to believe.

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

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

    Neo feels the smooth skin of the capsules, with the
    moisture growing in his palms.

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

    Neo opens his mouth and swallows the red pill. The
    Cheshire smile returns.

    MORPHEUS
    Follow me.

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

    Trinity, Apoc and Cypher look up as they enter.

    CYPHER
    Shit.

    TRINITY
    I knew he would.

    Cypher saddles up to Morpheus, talking in a hushed tone
    away from, Neo.

    CYPHER
    Morpheus, I know what you believe
    but I think this is a mistake.
    We're rushing him. He's old. I'm
    afraid he might pop.

    MORPHEUS
    Haven't I always told you, Cypher,
    not to let fear control your life.
    Apoc, are we on-line?

    Neo recognizes the large man from the El train.

    APOC
    Almost.

    He and Trinity are working quickly, hardwiring a complex
    system of monitors, modules and drives.

    NEO
    Apoc? You wrote the Four Horsemen
    Virus.

    APOC
    That's right.

    MORPHEUS
    Neo, time is always against us.
    Will you take a seat there?

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

    MORPHEUS
    I imagine you know sonething about
    virtual reality.

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

    NEO
    A little.

    MORPHEUS
    Tell me about it.

    NEO
    Essentially, it's a hardware
    system that uses an apparatus;
    headgear, gloves and whatever to
    make you feel that you are in a
    computer program.

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

    NEO
    You might not, no.

    MORPHEUS
    No, you wouldn't.

    Neo whispers to Trinity.

    NEO
    You did all this?

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

    MORPHEUS
    The pill you took is part of a
    trace program. It's going to make
    things feel a bit strange.

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

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

    NEO
    Shit...

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

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

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

    NEO
    What is this? Mescaline?

    MORPHEUS
    Just relax, Neo.

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

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

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

    NEO
    Uh-oh...

    TRINITY
    It's going into replication.

    MORPHEUS
    Apoc?

    APOC
    Still nothing.

    Morpheus takes out a cellular phone and dials a number.

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

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

    NEO
    It's cold.

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

    NEO
    It's all over me --

    Morpheus is right next to him, with the phone.

    TRINITY
    I got a fibrillation!

    CYPHER
    I knew it, I knew it...

    MORPHEUS
    Shit! Apoc?

    Streams of mercury run from Neo's nose.

    APOC
    Targeting... almost there.

    An ALARM, on Trinity's monitor ERUPTS.

    TRINITY
    He's going into arrest!

    CYPHER
    He's gonna pop!

    APOC
    Lock! I got him!

    MORPHEUS
    Now, Tank now!

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

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

    Neo's body arches in agony and we are pulled like we were
    pulled into the holes of the phone

    Sucked into his SCREAM and swallowed by darkness.


    INT. POWER PLANT - CLOSE ON MAN'S BODY

    Floating in a womb-red amnion.

    His body spasms, fighting against the thick gelatin.

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

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

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

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

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

    It is Neo.

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

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

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

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

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

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

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

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

    The image assaults his mind.

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

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

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

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

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

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

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

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

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

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

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


    INT. WASTE LINE

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

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

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

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


    INT. HOVERCRAFT

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

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

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

    Morpheus smiles.

    MORPHEUS
    Welcome to the real world, Neo.

    Neo passes out.

    FADE TO BLACK.

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

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

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

    FADE IN:

    NEO'S POV

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


    ANGLE ON NEO

    NEO
    ... am I dead?

    TRINITY
    Far from it.

    FADE TO BLACK.


    FADE IN:


    ANGLE ON NEO

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

    DOZER
    He needs a lot of work.

    MORPHEUS
    I know.

    Dozer and Morpheus are operating on Neo.

    NEO
    What are you doing?

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

    Fluorescent light sticks burn unnaturally bright.

    NEO
    Why do my eyes hurt?

    MORPHEUS
    You've never used them before.

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

    MORPHEUS
    Rest, Neo. The answers are
    coming.


    INT. NEO'S ROOM

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

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

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

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

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

    MORPHEUS
    More important than what is when?

    NEO
    When?

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

    The wind is knocked from Neo's chest.

    NEO
    That's not possible.

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

    NEO
    How?

    MORPHEUS
    I'll show you.


    INT. HOVERCRAFT

    Like a sleepwalker, Neo follows Morpheus through the ship.

    MORPHEUS
    This is my ship, the
    Nebuchadnezzar. It's a
    hovercraft. Small like a
    submarine. It's dark. It's
    cramped and cold. But it's home.

    They climb a ladder up to the main deck.


    INT. MAIN DECK

    Everyone is there.

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

    Trinity smiles and nods.

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

    The names and faces wash meaninglessly over Neo.

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

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

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

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

    MORPHEUS
    Help him, Trinity.

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

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

    Neo nods.

    MORPHEUS
    It's right here.

    He touches Neo's head.

    MORPHEUS
    And it's accessed here.

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

    MORPHEUS
    This will feel a little weird.

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

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

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


    INT. CONSTRUCT

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

    MORPHEUS
    This is the Construct.

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

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

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

    MORPHEUS
    Sit down.

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

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

    MORPHEUS
    Wild, isn't it?

    Neo's hands run over the cracked leather.

    NEO
    This isn't real?

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

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

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

    We GLIDE AT the television as he changes the channel.

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

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

    MORPHEUS
    'The desert of the real.'

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

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

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

    NEO
    What happened?

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

    In his sunglasses, we see storm clouds gather.

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

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

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

    We MOVE INTO his glasses and the war surrounds us.

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

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

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

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

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

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

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

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

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

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

    Huge farm-like reapers are harvesting the crop.

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

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

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

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

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

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

    The room without walls begins to spin.

    NEO
    Stop! Let me out! I want out!


    INT. MAIN DECK

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

    NEO
    Get this thing out of me!

    TRINITY
    Easy, Neo. Easy.

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

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

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

    CYPHER
    He's going to pop!

    Vomiting violently, Neo pitches forward and blacks out.


    INT. NEO'S ROOM

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

    NEO
    I can't go back, can I?

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

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

    Neo isn't sure of that answer.

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

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

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

    He pauses.

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

    Neo can feel his eyes on him.

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

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

    Morpheus smiles, leaning towards hin.

    MORPHEUS
    But I do, Neo. I do.

    He stands up.

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

    NEO
    For what?

    MORPHEUS
    Your training.



    INT. HOVERCRAFT

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


    INT. NEO'S ROOM

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

    TANK
    Morning. Did you sleep?

    NEO
    No.

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

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

    NEO
    You don't have...

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

    NEO
    Zion?

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

    Tank smiles.

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


    INT. MAIN DECK

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

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

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

    TANK
    How about sore combat training?

    Neo reads the label on the disk.

    NEO
    Jiujitsu? I'm going to learn
    jujitsu?

    Tank slides the disk into Neo's supplement drive.

    NEO
    No way.

    Smiling, Tank punches the "load" code.

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

    An instant later his eyes snap open.

    NEO
    Holy shit!

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

    NEO
    Hell yes!


    INT. MAIN DECK - CLOSE ON COMPUTER MONITOR - LATER

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

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

    Morpheus walks in.

    MORPHEUS
    How is he?

    Tank looks at his watch, rubs his eyes.

    TANK
    Ten hours straight. He's a
    machine.

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

    He locks at Morpheus.

    NEO
    This is incredible. I know Kung
    Fu.

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

    MORPHEUS
    Show me.


    INT. DOJO

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

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

    He assumes a fighting stance.

    MORPHEUS
    Attack me.

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

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

    But each and every blow is blocked by effortless speed.


    INT. MAIN DECK

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

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


    INT. MESS HALL

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

    MOUSE bursts in the room.

    MOUSE
    Morpheus is fighting Neo!

    All at once they bolt for the door.


    INT. DOJO

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

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

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

    Neo falls.

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

    MORPHEUS
    How did I beat you?

    NEO
    You -- You're too fast.

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

    Neo is frustrated, still unable to catch his breath.

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

    Neo squints at him.

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

    Neo stands, nodding.

    MORPHEUS
    Again.

    Their fists fly with pneumatic speed.


    INT. MAIN DECK

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

    CABLE
    Jeezus Keerist! That boy is fast!

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

    TANK
    Never.

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


    INT. DOJO

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

    He wants to beat Morpheus bad.

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


    INT. MAIN DECK

    There are several gasps.

    MOUSE
    I don't believe it!


    INT. DOJO

    Morpheus rubs his face.

    MORPHEUS
    You are angry with me.

    Neo pants.

    NEO
    I, uh... maybe.

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

    NEO
    I feel better.

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

    Morpheus smiles.

    MORPHEUS
    Tank, load the jump program.

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

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

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

    MORPHEUS
    You must empty yourself to free
    your mind.

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

    Somersaults once and lands on the rooftop across the
    street.

    NEO
    Shit.

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

    NEO
    Okie dokie.

    He takes a deep breath.

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

    He concentrates. Runs.


    INT. MAIN DECK

    They are transfixed.

    CABLE
    He's gonna make it.

    APOC
    No way. Not possible.

    MOUSE
    No one's ever made their first
    jump.

    SWITCH
    What if he does?

    APOC
    He won't.

    TANK
    It's never been done.

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

    TRINITY
    Come on.


    EXT. ROOFTOP

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

    But comes up drastically short.

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

    The ground gives way, stretchinp like a trapeze net.

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

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

    Morpheus exits the building and helps him to his feet.

    MORPHEUS
    Everyone falls the first time.

    Neo nods quietly.

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


    INT. MAIN DECK

    They break up.

    MOUSE
    What does it mean?

    CABLE
    It doesn't mean anything.

    CYPHER
    Everyone falls, right, Trinity?

    But Trinity has left.

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

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

    NEO
    I thought it wasn't real.

    Neo stares at the blood.

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

    MORPHEUS
    The body cannot live without the
    mind.


    INT. NEO'S ROOM

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

    TRINITY
    Neo, I saved you some dinner --

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

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

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


    INT. HALL

    The ship is quiet and dark. Everyone is asleep.


    INT. MAIN DECK

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

    CYPHER
    Whoa! Shit, Neo, you scared the
    bejeezus out of ne.

    NEO
    Sorry.

    CYPHER
    No, it's all right.

    NEO
    What are you doing?

    CYPHER
    Midnight watch.

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

    NEO
    Is that... ?

    CYPHER
    The Matrix? Yeah.

    The monitors are packed with bizarre codes and equations.

    CYPHER
    You want a drink?

    He pours Neo a drink from a large plastic jug.

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

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

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

    Red-faced, Neo finally stops coughing.

    CYPHER
    Did he tell you why he did it?

    Neo nods.

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

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

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

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

    CYPHER
    Welcome to the real world!


    INT. RESTAURANT (MATRIX) - NIGHT

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

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

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

    CYPHER
    The real world. Ha, what a joke.

    We recognize the grating voice, the insidious laugh.

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

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

    CYPHER
    Real is just another four-letter
    word.

    He laughs, shoving the steak into his mouth.

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

    Sitting across from Cypher is Agent Smith.

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

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

    CYPHER
    Mmm, so, so fucking good.

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

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

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

    CYPHER
    Ignorance is bliss.

    AGENT SMITH
    Then we have a deal?

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

    AGENT SMITH
    Whatever you want, Mr. Reagan.

    Cypher takes a deep drink of wine.

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

    AGENT SMITH
    Access codes to Zion.

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

    AGENT SMITH
    Morpheus.


    INT. MAIN DECK

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

    NEO
    Jeez, I was wondering about that.

    TANK
    What?

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

    TANK
    R.S.I.

    NEO
    Residual self image.

    TANK
    Good. Now what's this?

    He points to one of Neo's monitors.

    NEO
    Life systems monitor, glucose
    levels.

    TANK
    What's that?

    NEO
    Main power supply to the core.

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

    TANK
    How about this?

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

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

    Neo nods as Morpheus comes up behind them.

    MORPHEUS
    How's he doing?

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

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

    Morpheus walks away.

    NEO
    What's he talking about?

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

    NEO
    See who?

    TANK
    The Oracle.

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


    EXT. CHICAGO (MATRIX) - DAY

    An El train.


    INT. HOTEL LAFAYETTE (MATRIX) - DAY

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

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

    Morpheus answers the phone.

    MORPHEUS
    We're in.

    He hangs up.

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


    INT. STAIRWELL (MATRIX) - DAY

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

    NEO
    Did you have to do this?

    TRINITY
    Yeah.

    NEO
    What did she tell you?

    TRINITY
    Lots of things.

    NEO
    Any of them true?

    Trinity looks at him, then looks away.

    TRINITY
    Some of them.

    GIZMO
    Were they good or bad?

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

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

    MORPHEUS
    We should be back in an hour.


    EXT. HOTEL LAFAYETTE (MATRIX) - DAY

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

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

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

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

    NEO
    The best hacking is always
    traceless.

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

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

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


    INT. LINCOLN CONTINENTAL (MATRIX) - DAY

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

    MOJO
    Morpheus, been a long time coming.

    MORPHEUS
    You're looking well, Mojo.

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

    MOJO
    You bringing us geriatrics now.
    Morpheus?

    He spits and laughs again.

    MOJO
    Guess you are locking for a
    miracle.


    EXT. BAR (MATRIX) - DAY

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


    INT. BAR (MATRIX) - DAY

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

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

    Mojo talks to the bartender, then looks over.

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

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

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

    REX
    You're late.

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


    INT. BASEMENT (MATRIX) - DAY

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

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


    INT. TEMPLE OF ZION (MATRIX) - DAY

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

    NEO
    What -- what happened?

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

    Two PRIESTESSES are waiting in the antechamber.

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

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

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

    PRIESTESS
    Wait here. Among the other
    Potentials.


    INT. ROOM OF POTENTIALS (MATRIX) - DAY

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

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

    Neo crosses to him, sits.

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

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

    Neo watches as it curls into a knot.

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

    Neo nods, again holding up his spoon.

    NEO
    There is no spoon. Right.

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

    PRIESTESS
    The Oracle will see you now.

    Spoon Boy smiles.


    INT. SHRINE (MATRIX) - DAY

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

    The throne is empty.

    NEO
    Hello?

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

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

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

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


    INT. ORACLE'S CHAMBERS (MATRIX) - DAY

    It looks like a suburban tract house.

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

    Neo follows the plastic carpet runner to the kitchen.

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

    NEO
    Hello?

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

    NEO
    You're the Oracle?

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

    NEO
    Yeah.

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

    NEO
    What vase?

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

    ORACLE
    The vase.

    NEO
    Shit, I'm sorry.

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

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

    NEO
    How did you know...?

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

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

    Smiling, she lights a cigarette.

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

    NEO
    Who?

    ORACLE
    Not too bright, though.

    She winks.

    ORACLE
    You know why Morpheus brought you
    to see me?

    NEO
    I think so.

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

    NEO
    I don't know.

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

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

    She puts her cigarette down.

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

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

    ORACLE
    Open your mouth. Say, 'ahhh.'

    She nods then looks at his palms.

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

    NEO
    What's the good news?

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

    NEO
    Is that it, then?

    ORACLE
    No. Here.

    She picks up the tray of cooling cookies.

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

    He eyes her, then takes a cookie.

    ORACLE
    Make a believer out of you yet.


    INT. ANTECHAMBER (MATRIX) - DAY

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

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

    NEO
    You do?

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

    Neo finishes his cookie.

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


    EXT. CITY STREET (MATRIX) - DAY

    Storm clouds shroud the streets as the sky turns
    jaundice.

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

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

    TRINITY
    Here they come.


    INT. MAIN DECK

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

    Tank is typing rapidly at the keyboard.

    TANK
    Weird. This area never has this
    much activity.


    EXT. HOTEL LAFAYETTE (MATRIX) - DAY

    Apoc opens the side door and they enter the hotel.


    INT. ROOM 1313 (MATRIX) - DAY

    Mouse's CELLULAR RINGS.

    MOUSE
    Welcome to Movie-Phone.

    TANK (V.O.)
    They're on their way.

    MOUSE
    Right.

    The phone flips shut as he jumps up.

    MOUSE
    Let's get to work.


    INT. HOTEL LAFAYETTE (MATRIX) - DAY

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

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

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

    NEO
    Whoa. Deja vu.

    Those words stop the others dead in their tracks.


    INT. MAIN DECK

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

    TANK
    Oh, shit! Oh, shit!


    INT. HOTEL LAFAYETTE (MATRIX) - DAY

    Trinity turns around, her face tight.

    TRINITY
    What did you just say?

    NEO
    Nothing. Just had a little deja
    vu.

    TRINITY
    What happened? What did you see?

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

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

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

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

    NEO
    What is it?

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

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


    INT. MAIN DECK

    Tank sees what was changed.

    TANK
    It's a trap!


    INT. STAIRCASE (MATRIX) - DAY

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

    MORPHEUS
    Come on!


    INT. ROOM 1313 (MATRIX) - DAY

    Cable goes to the draped windows.

    CABLE
    Did you just feel something weird?

    MOUSE
    Yeah...

    The CELLULAR RINGS.


    INT. BASEMENT (MATRIX) - DAY

    Heavy bolt-cutters snap through the main phone cable.


    INT. ROOM 1313 (MATRIX) - DAY

    Mouse answers the phone.

    MOUSE
    What's going on?

    TANK (V.O.)
    They cut the hard-line! It's a
    trap! Get out!

    Cable yanks open the curtain.

    CABLE
    Oh, no.

    The windows are bricked up.


    INT. HALL (MATRIX) - DAY

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


    INT. MAIN DECK

    Tank watches helplessly.

    TANK
    No, no, no.


    INT. ROOM 1313 (MATRIX) - DAY

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

    CABLE
    Morpheus! It's a trap --


    INT. STAIRS (MATRIX) - DAY

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

    TRINITY
    Oh, God.


    INT. MAIN DECK

    Mouse's body thrashes against its harness as --


    INT. ROOM 1313 (MATRIX) - DAY

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

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


    INT. MAIN DECK

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

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


    EXT. HOTEL LAFAYETTE (MATRIX) - DAY

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


    INT. STAIRWELL (MATRIX) - DAY

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

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

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

    MORPHEUS
    Give me your phone.

    TRINITY
    They'll be able to track it.

    MORPHEUS
    We have no choice.


    INT. MAIN DECK

    Tank answers the call.

    MORPHEUS (V.O.)
    Tank, find a structural drawing of
    this building and find it fast.

    His fingers pound the keyboard.


    INT. LAFAYETTE (MATRIX) - DAY

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


    INT. MAIN DECK

    The diagram windows onto the screen.

    TANK
    Got it.

    MORPHEUS (V.O.)
    I need the main wet-wall.


    INT. HALL (MATRIX) - DAY

    Agent Smith pauses, his hand going to his earpiece.


    INT. ROOM 808 (MATRIX) - DAY

    Morpheus is guided by Tank.

    TANK (V.O.)
    Now left and that's it in front of
    you.

    MORPHEUS
    Good.

    He cuts off the phone.


    INT. HALL (MATRIX) - DAY

    Agent Smith hears the LINE CLICK dead.

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


    INT. HALL (MATRIX) - DAY

    Agent Brown hears Smith on his earphone.

    AGENT BROWTJ
    Eighth floor! Move!


    INT. STAIRWELL (MATRIX) - DAY

    Cops flood the eighth floor, rushing everywhere.


    INT. ROOM 808 (MATRIX) - DAY

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


    INT. WALL (MATRIX) - DAY

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

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

    INT. HALL (MATRIX) - DAY

    Brown turns to Smith.

    AGENT BROWN
    Where are they?


    INT. ROOM 608 (MATRIX) - DAY

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


    INT. WALL (MATRIX) - DAY

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


    INT. ROOM 608 (MATRIX) - DAY

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

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

    COP
    They're in the walls!


    INT. WALL (MATRIX) - DAY

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

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


    INT. ROOM 608 (MATRIX) - DAY

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

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

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


    INT. WALL (MATRIX) - DAY

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

    Above them, plaster is smashed open as crunbling bits
    shower down on them, filling the crawlway with dust.


    INT. ROOM 608 (MATRIX) - DAY

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

    AGENT SMITH
    How like a rodent.


    INT. WALL (MATRIX) - DAY

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

    COP
    I got him! I got him!

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

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

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

    They then quickly sink out of sight.


    INT. BASEMENT (MATRIX) - DAY

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

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

    Their enemies are waiting for them.

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

    Smoke blossoms from the green-metal canisters.

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

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

    MORPHEUS
    Come on!

    Cypher seems to trip as the cloud envelops him.


    INT. MAIN DECK

    Cypher's body begins to shiver uncontrollably.

    TANK
    Nerve gas.


    INT. BASEMENT (MATRIX) - DAY

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


    INT. CATCH BASIN (MATRIX) - DAY

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


    INT. BASEMENT (MATRIX) - DAY

    Gas-masked apparitions find the open hole.


    EXT. HOTEL LAFAYETTE (MATRIX) - DAY

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

    AGENT SMITH
    We have them now.


    INT. SEWER MAIN (MATRIX) - DAY

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

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

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

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

    There is a single manhole cover above them.

    Morpheus whispers to Trinity.

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

    TRINITY
    Morpheus, don't --

    MORPHEUS
    He must get out. Do you
    understand me?

    She nods.

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

    COPS
    There he is! That's him!

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

    COP
    He's heading for the street!

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


    EXT. STREET (MATRIX) - DAY

    Morpheus shoots out of the sewer but the police are
    waiting for him. The closest cop is armed with a
    tranquilized 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 armored chest, knocking him
    off his feet.

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

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

    Agent Smith.

    AGENT SMITH
    So, we meet at last.

    MORPHEUS
    And you are?

    AGENT SMITH
    Smith. I am Agent Smith.

    MORPHEUS
    You all look the same to me.

    AGENT SMITH
    I've been waiting for this noment.

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

    MORPHEUS
    Oh, so have I.

    Agent Smith smiles.


    INT. SEWER MAIN (MATRIX) - DAY

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

    THROUGH a grate INTO the fight.


    EXT. STREET (MATRIX) - DAY

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

    Agent Smith delivers a punishing kick that staggers
    Morpheus.

    AGENT SMITH
    You can't win.

    Morpheus smiles.

    MORPHEUS
    I already have.

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

    AGENT SMITH
    Take him.

    Cops swarm over Morpheus.


    INT. MAIN DECK

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

    TANK
    No!


    EXT. HOTEL LAFAYETTE (MATRIX) - DAY

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

    Agent Jones finds Agent Smith.

    AGENT JONES
    The others were lost.

    AGENT SMITH
    You've taken care of Reagan?

    Agent Jones nods.

    AGENT SMITH
    Then the others do not matter.


    EXT. STREET (MATRIX) - DAY

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

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

    TRINITY
    We need a phone.


    INT. MAIN DECK

    Tank is again at the monitors, searching the Matrix.

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

    The PHONE RINGS.

    TANK
    Operator.

    CYPHER (V.O.)
    I need an exit! Fast!

    TANK
    Cypher? I thought they had you?


    EXT. STREET (MATRIX) - DAY

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

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


    INT. MAIN DECK

    Dozer spots the wreck.

    DOZER
    There he is.

    TANK
    I got you.

    CYPHER (V.O.)
    Just get me outta here.


    EXT. STREET (MATRIX) - DAY

    TANK (V.O.)
    Nearest exit is Franklin and Erie.
    An old appliance store.

    Cypher hangs up and smiles as the fire trucks arrive.

    CYPHER
    An actor. Definitely.


    INT. MAIN DECK

    The PHONE RINGS. Tank answers.

    TANK
    Operator.

    TRINITY (V.O.)
    Tank, it's me.


    EXT. STREET (MATRIX) - DAY

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

    TRINITY
    We need an exit!

    TANK (V.O.)
    Gotcha. You're not far from
    Cypher.

    TRINITY
    Cypher, I thought --

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

    TRINITY
    Got it.

    She hangs up.


    EXT. STREET (MATRIX) - DAY

    Running, Cypher turns onto Erie.


    INT. APPLIANCE STORE (MATRIX) - DAY

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

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

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


    INT. MAIN DECK

    Tank punches the emit command.

    TANK
    Got him.

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

    DOZER
    System check looks fine.

    Cypher stands, a raspy cough spewing from his lungs.


    EXT. STREET (MATRIX) - DAY

    Trinity sees the appliance shop.


    INT. MAIN DECK

    Cypher holds his chest.

    DOZER
    You okay?

    CYPHER
    Goddamn gas. My lungs are killing
    me.

    He crosses to an overhead bin.

    CYPHER
    We got any pain killers?

    DOZER
    The first aid kit's over here.

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


    INT. APPLIANCE STORE (MATRIX) - DAY

    Neo crawls through the window that Cypher opened.


    INT. MAIN DECK

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

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

    DOZER
    No!

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

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


    INT. APPLIANCE STORE (MATRIX) - DAY

    The PHONE begins to RING as the others crawl in.

    SWITCH
    God, I love that sound.


    INT. MAIN DECK

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

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

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


    INT. APPLIANCE STORE (MATRIX) - DAY

    The PHONE is still RINGING.

    TRINITY
    You first,.Neo.

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

    TRINITY
    What happened?

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

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


    INT. MAIN DECK

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


    INT. APPLIANCE STORE (MATRIX) - DAY

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

    CYPHER (V.O.)
    Hello, Trinity.

    TRINITY
    Cypher? Where's Tank?

    CYPHER (V.O.)
    He had an accident.

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


    INT. MAIN DECK

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

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

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

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

    We INTERCUT BETWEEN the appliance store and the main
    deck.

    TRINITY
    You killed them.

    APOC
    What?!

    SWITCH
    Oh God.

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

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

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

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

    TRINITY
    What about Zion?

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

    She suddenly sees the entire dark plan.

    TRINITY
    Oh rny God. This is abzut Zion.
    You gave them Morpheus for the
    access codes to Zion.

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

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

    TRINITY
    The Matrix isn't real!

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

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

    CYPHER
    You tell me which is more real.

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

    CYPHER
    Welcome to the real world, right?

    He laughs.

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

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

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

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

    TRINITY
    Goddamn you, Cypher!

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

    He stands over Neo.

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

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

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

    He takes hold of the cord when --

    She hears an EXPLOSION and a scream.

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

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

    NEO
    It's Tank! He's alive.

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


    INT. APPLIANCE STORE (MATRIX) - DAY

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

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

    TRINITY
    We should, we should hurry.

    NEO
    Yeah. Right.


    INT. MAIN DECK

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

    TRINITY
    Tank, you're hurt.

    TANK
    I'll be all right.

    TRINITY
    Dozer?

    Tank's face tightens.

    TRINITY
    I'm sorry, Tank.


    EXT. NIKO HOTEL (MATRIX) - DAY

    A Japanese luxury hotel in downtown Chicago.

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

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


    INT. TOP FLOOR (MATRIX) - DAY

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


    INT. HALL (MATRIX) - DAY

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


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

    Inside, he finds Agent Smith.

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

    Agent Smith stares out the window.

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

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

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

    He turns.

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

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

    Agent Brown begins running a trace program.


    INT. MAIN DECK

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

    NEO
    What are they doing to him?

    TANK
    They're cracking his mind.

    NEO
    How?

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

    NEO
    How much time?

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

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

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

    NEO
    The access codes to Zion.

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

    He looks up at Trinity who is pacing relentlessly.

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

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

    TRINITY
    Goddamnit! Goddamnit!

    TANK
    We have to pull the plug.

    TRINITY
    No!

    TANK
    We don't have any other choice.

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

    TANK
    Trinity, what are you doing?

    TRINITY
    I'm going in after him.

    TANK
    Morpheus could conform at any
    minute --

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

    TANK
    You saw that place. It's suicide.

    She glares at him.

    TANK
    I know what Morpheus means to
    you --

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

    She yanks her harness tight.

    TRINITY
    Not without a fight.


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

    Agent Smith stands in the bedroon 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? Marveled 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
    civilization.

    He turns from the window.

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

    He sits down directly in front of Morpheus.

    AGENT SMITH
    Evolution, Morpheus. Evolution.

    He lifts Morpheus' head.

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

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

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


    INT. MAIN DECK

    Neo goes to his chair and begins strapping in.

    TRINITY
    What do you think you're doing?

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

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

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

    TRINITY
    What?

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

    Trinity is stunned.

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

    TRINITY
    Did you tell Morpheus?

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

    He straps in.

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

    TRINITY
    What are you?

    NEO
    His friend.

    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

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

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

    The life signs continue their chaotic patterns.

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

    He leans forward.

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

    He smiles.

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


    INT. MAIN DECK

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

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

    TRINITY (V.O.)
    Guns. Lots of guns.

    TANK
    Coming right up.

    He loads the weapons disk.


    INT. CONSTRUCT

    Racks of weapons appear and Neo and Trinity arm
    themselves.

    TRINITY
    No one has ever done anything like
    this.

    NEO
    Yeah?

    He snap cocks an Uzi.

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

    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

    Agent Smith is again at the window.

    AGENT SMITH
    Why isn't the serum working?

    AGENT BROWN
    Perhaps we are asking the wrong
    questions.

    AGENT JONES
    Or he doesn't know.

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

    AGENT BROWN
    How?

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

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

    AGENT SMITH
    Leave me with him.

    Agent Brown and Jones look at each other.

    AGENT SMITH
    Now!

    INT. MAIN DECK

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

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


    EXT. NIKO HOTEL (MATRIX) - DAY

    A dark wind blows.


    INT. NIKO HOTEL (MATRIX) - DAY

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

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

    Dark glasses, game faces.

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

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


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

    Agent Smith leans close to Morpheus, whispering to him.

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

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

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

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

    AGENT SMITH
    Repulsive, isn't it?

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

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

    Morpheus sneers through his pain.

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

    He begins squeezing, his fingers gouging into his flesh.

    AGENT SMITH
    Tell me! Tell me!

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

    AGENT BROWN
    What were you doing?

    Agent Smith recovers, replacing his ear piece.

    AGENT JONES
    You don't know.

    AGENT SMITH
    Know what?

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


    INT. ELEVATORS (MATRIX) - DAY

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

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

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


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

    Agent Jones looks at Morpheus.

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


    INT. ELEVATOR SHAFT (MATRIX) - DAY

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

    NEO
    There is no spoon.

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

    BOOM! The CABLE SNAPS.

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

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


    INT. LOBBY (MATRIX) - DAY

    The ELEVATOR hits the botton.

    BA-BOOM!

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


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

    The Agents hear the BLAST AND FIRE ALARMS.

    AGENT JONES
    Lower level --

    AGENT BROWN
    They are actually attacking.


    INT. ELEVATOR SHAFT (MATRIX) - DAY

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


    INT. TOP FLOOR (MATRIX) - DAY

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

    Black smoke rises out of the exposed shaft.

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

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

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

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

    The fight is over before it begins.


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

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

    Agent Smith smashes a table.

    AGENT SMITH
    Find them and destroy them!

    Agent Jones nods and touches his ear piece.


    EXT. ROOF (MATRIX) - DAY

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

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

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

    PILOT
    I repeat, we are under attack!

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

    Agent Jones emerges.

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

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

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

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

    The Agent blurred with motion --

    Until the HAMMERS CLICK against empty metal.

    NEO
    Trinity!

    Agent Jones charges.

    NEO
    ... help.

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

    Bullet-time.

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

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

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

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

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

    CLICK. Empty.

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

    AGENT JONES
    Only human...

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

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

    Jammed right into his head.

    TRINITY
    Dodge this, motherfucker!

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

    It is the pilot.

    Trinity helps Neo up.

    NEO
    Thanks.

    TRINITY
    You're hit --

    NEO
    I'm fine.

    Neo is already looking at the helicopter.

    NEO
    Can you fly that thing?

    TRINITY
    Not yet.

    She pulls out a cellular phone.


    INT. HOVERCRAFT

    Tank is back at the controls.

    TANK
    Operator.

    TRINITY (V.O.)
    Tank, I need a pilot program for a
    military M-109 helicopter.

    Tank is immediately searching the disk drawers.

    TRINITY (V.O.)
    Hurry!

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


    EXT. ROOF (MATRIX) - DAY

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

    TRINITY
    Let's go.


    INT. HALL (MATRIX) - DAY

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

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

    AGENT JONES
    Remain at your posts.

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

    AGENT JONES
    You will do as you are ordered!

    SERGEANT
    Yes, sir.

    Agent Jones marches into the Presidential Suite.


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

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

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

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

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

    AGENT SMITH
    No.

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

    As the Agents go for their weapons.

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

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

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

    And finally Agent Jones.

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

    NEO
    Get up, Morpheus! Get up!

    Morpheus sits unmoving, his head still down.

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

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

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


    INT. HALL (MATRIX) - DAY

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


    INT. PRESIDENTIAL SUITE (MATRIX) - DAY

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

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

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

    Morpheus strains at his handcuffs.

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

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

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

    AGENT SMITH
    Nooo!

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

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

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

    Knocking him off balance.

    NEO
    He won't make it.

    Morpheus lunges, out of control --

    As Neo spins, every move a whip crack --

    Snapping the other rope-end onto a bolted bar.

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

    Flying for a moment.

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

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

    They collide.

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

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

    The ground deliriously distant --

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

    NEO
    Gotcha!

    Trinity is already pulling the copter up and away.

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

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

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

    TRINITY
    Shit-shit-no!

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

    NEO
    Oh fuck.

    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 nomentum, Trinity guides the parabolic
    fall over the nearest roof where --

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

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

    The coils of slack snap taught --

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

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

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

    A fulcrum that levers him up just as --

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

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

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


    INT. MAIN DECK

    Tank stares at the screen, his mouth agape.

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


    EXT. ROOFTOP (MATRIX) - DAY

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

    MORPHEUS
    I knew it! I goddamn knew it!

    TRINITY
    Morpheus!

    She runs at him, throwing her arms around him.

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

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

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

    His eyes light up.

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


    INT. MAIN DECK

    The PHONE RINGS.

    TRINITY (V.O.)
    Tank, get us out of here.

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

    TRINITY (V.O.)
    See ya soon.

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

    TANK
    See ya soon.


    EXT. ROOFTOP (MATRIX) - DAY

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

    AGENT BROWN
    The trace was completed.

    AGENT JONES
    We have their position.

    AGENT BROWN
    The extermination unit is in
    place.

    AGENT JONES
    Order the strike.

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

    AGENT SMITH
    They're not out yet.


    INT. "EL" STATION (MATRIX) - DAY

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

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

    The PHONE is RINGING inside a graffiti-covered booth.

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

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

    NEO
    Don't!

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

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

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

    NEO
    Get outta here. Okay? Run! Go!

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

    TRINITY
    What happened? Was that --

    NEO
    It was nobody.

    Neo turns to the RINGING BOOTH.

    NEO
    Let's go! You first, Morpheus.

    Morpheus gets in and answers the phone.

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

    His eyes grow wide, glowing white in the dark.


    EXT. ROOFTOP (MATRIX) - DAY

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

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


    INT. "EL" STATION (MATRIX) - DAY

    As the Old Man stares.

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

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

    NEO
    I believe...

    He stares at the fullness of her lips.

    NEO
    I want to kiss you.

    She smiles.

    TRINITY
    I want to kiss you too...

    The PHONE begins to RING.

    TRINITY
    But I want it to be real.

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

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

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

    Trinity disappears.

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


    INT. HOVERCRAFT

    Trinity blinks, shivering as her conscious exits the
    Construct.

    TRINITY
    Neo!

    TANK
    What the hell just happened?

    TRINITY
    An Agent! You have to send me
    back!

    TANK
    I can't!


    INT. "EL" STATION (MATRIX) - DAY

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

    For a blinking noment we enter BULLET-TIME.

    Gun flash tongues curl from Neols gun, bullets float
    forward like a plane noving across the sky, cartridges
    cartwheel into space.

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

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

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

    Agent Smith smiles.

    AGENT SMITH
    You're empty.

    Neo pulls the TRIGGER. CLICK.

    NEO
    So are you.

    The smile falls. Agent Smith yanks his TRIGGER.

    CLICK.

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

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

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

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

    AGENT SMITH
    You can't win.

    NEO
    I already have.

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

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


    INT. HOVERCRAFT

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

    TRINITY
    Jesus, he's killing him!


    INT. "EL" STATION (MATRIX) - DAY

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

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

    The sound of an ON-COMING TRAIN.


    INT. HOVERCRAFT

    Tank is trying to find another entrance.

    TRINITY
    Send me back, Tank! Anywhere!

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

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

    Trinity follows him.

    TRINITY
    What is it... oh no.

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

    TRINITY
    Sentinels.


    INT. SEWER MAIN

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


    INT. "EL" STATION (MATRIX) - DAY

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

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

    AGENT SMITH
    Do you hear that, Mr. Anderson?

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

    AGENT SMITH
    That is the sound of
    inevitability.

    Neo sees it coming and he starts to fight.

    AGENT SMITH
    It is the sound of your death.

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

    AGENT SMITH
    Goodbye, Mr. Anderson.

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

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

    He is not ready to die.

    NEO
    My name is Neo.

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

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

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

    The train barrels over Agent Smith.

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

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

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


    INT. HOVERCRAFT

    Morpheus checks the ship's self destruct key.

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

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


    EXT. CITY STREET (MATRIX) - DAY

    A man sits in his Mercedes, talking on his car phone when
    his door is thrown open. Neo yanks him out and jumps in.

    Further down the street, Agent Smith slows, calmly
    touching his ear-piece.

    Neo throws the car across traffic, rocketing down a side-
    street.


    INT. CAR (MATRIX) - DAY

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

    INT. HOVERCRAFT

    Tank answers.

    TANK
    Operator.

    NEO (V.O.)
    Mr. Wizard, Get me the fuck out
    of here!


    INT. CAR (MATRIX) - DAY

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

    NEO
    Hurry, Tank! I got some serious
    pursuit!


    INT. HOVERCRAFT

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

    TRINITY
    Neo, you better get your ass back
    here!


    INT. CAR

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

    TANK (V.O.)
    I got one!

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

    TANK (V.O.)
    Wabash and Lake. A hotel.

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

    TANK (V.O.)
    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, totaling other
    cars, as it EXPLODES.

    Neo is up and running even as orange and black clouds
    billow up behind hin.


    EXT. CITY STREET (MATRIX) - DAY

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

    Further down the street, Neo hauls his broken, bleeding
    ass.

    Agents Brown and Smith slow, touching their ear-pieces as
    Agent Jones continues chasing full-bore.

    Neo spins around a corner, racing toward a hotel called:
    the Heart of Chicago Hotel.

    Only Agent Jones is behind him now.

    Neo dives into the alley. At the far end he sees Agent
    Brown charging. Neo leaps for the fire escape and begins
    to climb.


    INT. SEWER MAIN

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


    INT. HOVERCRAFT

    The hovercraft booms as machines drop onto it.

    TANK
    I'm going to make the call.

    MORPHEUS
    Do it!


    INT. "HEART OF CHICAGO" HOTEL (MATRIX) - DAY

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


    EXT. ALLEY (MATRIX) - DAY

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

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


    INT. HOVERCRAFT

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

    TRINITY
    Where is he?

    TANK
    Almost there.

    MORPHEUS
    He's going to make it.

    TRINITY
    Hurry, Neo.


    INT. HALL (MATRIX) - DAY

    Neo can hear the PHONE RINGING.

    305... 304...

    Agent Brown reaches the broken window behind him just as
    Neo grabs the handle of 303, throwing open the door to
    find --

    Agent Sniith, waiting, .45 cocked.

    Neo can't move -- can't think --

    BOOM.


    INT. HOVERCRAFT

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

    Trinity screams. Morpheus is frozen in disbelief.


    INT. HALL (MATRIX) - DAY

    Three holes in his chest, Neo falls to the blue shag
    carpeting, blood smearing down the wallpaper.

    Agent Smith stands over him, still aiming, taking no
    chances.

    AGENT SMITH
    Check him.


    INT. HOVERCRAFT

    Through the lasered opening, Morpheus screams, blasting
    away at the machines; comet-wads of plasma burning holes
    in their armored housings.

    Trinity collapses onto Neo's body.

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


    INT. HALL (MATRIX) - DAY

    Kneeling beside him, Agent Brown checks his vital signs.

    AGENT BROWN
    He's gone.

    Agent Smith smiles, standing over him.

    AGENT SMITH
    I told you, you couldn't win.


    INT. HOVERCRAFT

    Tank is hit, a laser bolt knocking him to the ground.
    They can't hold them off any longer. Morpheus lunges for
    the self destruct --

    As Trinity whispers in Neo's ear.

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


    INT. HALL (MATRIX) - DAY

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


    INT. HOVERCRAFT

    Morpheus flicks the Plexiglas shield of the self-
    destruct.

    TRINITY
    Goddamnit, Neo! Don't give it up!
    Not now!

    She pounds on his chest.

    TRINITY
    Not now!


    INT. HOTEL HALL (MATRIX) - DAY

    The BLOW ECHOES deep in his mind.

    His eyes snap open.


    INT. HOVERCRAFT

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

    It is a miracle.

    TRINITY
    Now get up!


    INT. HALL (MATRIX) - DAY

    Neo struggles, holding his chest, sitting up. Down the
    hall, he sees the elevator closing and --

    Agent Smith staring at him as if he were looking at a
    Cypher.

    Neo gives him the finger.

    AGENT SMITH
    Nooooo!

    Agent Smith pounds on the elevator door.


    INT. HOVERCRAFT

    A sentinel BLOWS a hole in Morpheus' right arm and he
    screams, refusing to let go of the detonator.

    INT. ROOM 303 (MATRIX) - DAY

    Neo dives for the RINGING PHONE.


    INT. HOVERCRAFT

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

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

    TRINITY
    Now!

    He turns the key.


    INT. OVERFLOW PIT

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


    INT. HOVERCRAFT

    In the still darkness, only the humans are alive.

    TRINITY
    Neo?

    His eyes open. Tears pour from her smiling eyes as he
    reaches up to touch her.

    And she kisses hin; it seems like it might last forever.

    FADE TO BLACK.


    FADE IN:

    ON COMPUTER SCREEN

    as in the opening. The cursor beating steadily, waiting.

    A PHONE begins to RING.

    It is answered and the screen fills instantly with the
    trace program. After a long beat, we recognize Neo's
    voice.

    NEO (V.O.)
    Hi. It's me. I know you're out
    there. I know you're working as
    fast as you can to catch me.

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

    NEO (V.O.)
    I thought I should call and let
    you know how things stand.

    We DIVE THROUGH the numbers, surging UP THROUGH the
    darkness, sucked TOWARDS a tight constellation of stars.

    NEO (V.O.)
    I know you're real proud of this
    world you've built, the way it
    works, all the nice little rules
    and such, but I've got some bad
    news.

    We realize that the constellation is actually the holes
    in the mouthpiece of a phone. Seen from inside.

    NEO (V.O.)
    I've decided to make a few
    changes.

    We SHOOT THROUGH the holes as 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 --

    Neo takes off, flying up into the air.

    BOY
    Mommy! Mommy!

    MOMMY
    What?

    BOY
    That man! That man flies!

    MOMMY
    Don't be silly, honey. Men don't
    fly.

    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, up, and away.

    FADE OUT.





    THE END