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
 THE MATRIX

by

Larry and Andy Wachowski

June 3, 1997

FADE IN:

ON COMPUTER SCREEN

so close it has no boundaries.

A blinking cursor pulses in the electronic 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.)
Yeah?

Data now slashes across the screen, information flashing

faster than we can read: "Call trans opt: received.
2-19-96 13:24:18 REC:Log>."

WOMAN (V.O.)
Is everything in place?

The man is silent. On screen: "Trace program: running."

We listen to the phone conversation as though we were on a

third line. The man's name is Cypher. The woman,
Trinity.

TRINITY (WOMAN) (V.O.)

I said, is everything in place?

The entire screen fills with racing columns of numbers.

Shimmering like green-electric rivers, they rush at a 10-
digit phone number in the top corner.

CYPHER (MAN) (V.O.)

You weren't supposed to relieve me.

TRINITY (V.O.)
I know but I felt like taking a
shift.

The area code is identified. The first three numbers

suddenly fixed, leaving only seven flowing columns.

CYPHER (V.O.)
You like him, don't you? You like
watching him?

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.)
Don't be ridiculous.

CYPHER (V.O.)
We're going to kill him. Do you
understand that? He's going to die
just like the others.

TRINITY (V.O.)
 Morpheus believes he is the One.

Only two thin digits left.

CYPHER (V.O.)
Do you?

TRINITY (V.O.)
I... it doesn't matter what I
believe.

CYPHER (V.O.)
You don't, do you?

TRINITY (V.O.)
If you have something to say, I
suggest you say it to Morpheus.

CYPHER (V.O.)
I intend to, believe me. Someone
has to.

The final NUMBER POPS into place --

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

CYPHER (V.O.)
Hear what?

On 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 CLOSING, the ELECTRIC HUM of the green

NUMBERS GROWING into an ominous ROAR.

TRINITY (V.O.)
I better go.

She hangs up as we PASS THROUGH the numbers, entering the

nether world of the computer screen.

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 modem, 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
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, the 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
cram 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 already
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 cuffs
and Trinity moves --

It almost doesn't register, so smooth and fast, inhumanly

fast.

The eye blinks and Trinity's palm snaps up and his nose
explodes, blood erupting. Her leg kicks with the force of
a wrecking ball and he flies back, a two-hundred-fifty
pound sack of limp meat and bone that slams into the cop
farthest from her.

Trinity moves again, BULLETS RAKING the WALLS, flashlights

sweeping with panic as the remaining cops try to stop a
leather-clad ghost.

A GUN still in the cop's hand is snatched, twisted and

FIRED. There is a final violent exchange of GUNFIRE and
when it's over, Trinity is the only one standing.

A flashlight rocks slowly to a stop.

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 line was traced! I
don't know how.

MORPHEUS (MAN) (V.O.)

I know. They cut the hardline.
This line is not a viable exit.

TRINITY
Are they any agent?

MORPHEUS (V.O.)
Yes.

TRINITY
Goddamnit!

MORPHEUS (V.O.)
You have to focus. There is a
phone. Wells and Lake. 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 ESCAPE

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

movements so clean, gliding in and out of each jump,
contrasted to the wild jumps of the cops.

Agent Brown, however, has the same unnatural grace.

The metal SCREAM of an elevated 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
Mutherfucker -- 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 RUMBLING TRACKS of riveted

steel. The TRAIN SCREECHES beneath her, a RATTLING blur
of gray metal. Trinity jumps, 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 zeros 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 --

HER POV

The whole world seems to spin on its axis --

BACK TO SCENE

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.

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 turns U-turns,

its TIRES SCREAMING as it accelerates.

Trinity sees the headlights of 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 --

Barrelling through the booth, bulldozing it into a brick

wall, SMASHING it to PLEXIGLAS PULP.

After a moment, a black loafer steps down from the cab of

the garbage truck. Agent Smith inspects the wreckage.
There is no body. Trinity is gone.

His jaw sets as he grinds his molars in frustration.

AGENT JONES walks up behind him.

AGENT JONES
Then the informant is real.

AGENT SMITH
Does that surprise you? It was
inevitable.

AGENT JONES
He'll be contacting us again.

AGENT SMITH
Expect it. 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 DARKNESS.

The DARKNESS BEGINS TO RIPPLE WITH BRIGHT FLASHES OF BONE

WHITE as we PULL OUT of the eye of a skull.

It is a computer screen saver; the Jolly Roger flutters

against an electronic wind.

We DRIFT BACK FROM the screen and INTO --

INT. NEO'S APARTMENT

It is a studio apartment 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.

At the center of this technological rat-nest is NEO, a man

who knows more about living inside a computer than outside
one.

He is asleep in front of his PC. Behind him, the computer

screen suddenly goes blank. A prompt appears: "Wake up,
Neo."

Neo's eye pries open. He sits up, one eye still closed,
looking around, unsure of where he is. He notices the
screen.

He types "CTRL X" but the letter "T" appears.

NEO
What...?

He hits another and an "H" appears. He keeps typing,

pushing random functions and keys while the computer types
out a message as though it had a mind of its own.

He stops and stares at the four words on the screen:

"The Matrix has you."

NEO
What the hell?

He hits the "ESC" button. Another message appears:

"Follow the white rabbit."

He hits it again and the message repeats. He rubs his

eyes but when he opens them, there is another message:
"Knock, knock, Neo."

Someone KNOCKS on his door and he almost jumps out of his

chair. He looks back at the computer but the screen is
now blank.

Someone KNOCKS again. Neo rises, still unnerved.

NEO
Who is it?

CHOI (O.S.)
It's Choi.
Neo opens the door, leaving the chain on. A young Chinese
MAN stands with several of his friends.

NEO
You're two hours late.

CHOI
I know. It's her fault.

His GIRLFRIEND only has to smile.

NEO
You got the money?

CHOI
Two grand.

He takes out an envelope and gives it to Neo through the

cracked door.

NEO
Hold on.

He closes the door. On the floor near his bed is a book,

Baudrillard's Simulacra Simulations. The book has been
hollowed out and inside are several computer disks. He
takes one, sticks the money in the book and drops it on
the floor.

Opening the door, he hands the disk to Choi.

CHOI
Hallelujah! You are my savior, man!
My own personal Jesus Christ!

NEO
If you get caught using that --

CHOI
I know, I know. This never
happened. You don't exist.

NEO
Right...

Neo nods as the strange feeling of unrealness suddenly

returns.

CHOI
Something wrong, man? You look a
little whiter than usual.

NEO
I don't know... My computer...

He looks back at Choi, unable to explain what just

happened.

NEO
You ever have the feeling that
you're not sure if you're awake or
still dreaming?

CHOI
All the time. It's called mescaline
and it is the only way to fly.

He smiles and slaps the hand of his nearest droog.

CHOI
It sounds to me like you need to
unplug, man. A little R and R.
What do you think, Dujour, should we
take him with us?

DUJOUR (GIRLFRIEND)
Definitely.

NEO
I can't. I have to work tomorrow.

DUJOUR
Come on. It'll be fun. I promise.

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 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 walk 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 do you know that name?

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 somewhere 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 my computer?
She nods.

NEO
How did you do that?

TRINITY
Right now, all I can tell you, is
that you are in danger. I brought
you here to warn you.

NEO
Of what?

TRINITY
They're watching you, Neo.

NEO
Who is?

TRINITY
Please. Just listen. I know why
you're here, Neo. I know why you
left your family and your friends,
why you left your home to come to
this city. You're looking for him.

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

TRINITY
I know because I came looking for
the same thing, but when he found me
he told me I wasn't really looking
for him. I was looking for an
answer.

There is a hypnotic quality to her voice and Neo feels the

words, like a drug, seeping into him.

TRINITY
It's the question that brought you
here. You know the question just as
I did. It is a hacker's question.

NEO
What is the Matrix?

TRINITY
When I asked him, he said that no
one could ever be told the answer to
that question. They have to see it
to believe it.

She leans close, her lips almost touching his ear.

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

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 AM.

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. 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 the surface
of the glass.

RHINEHEART
You have a problem with authority,
Mr. Anderson. You believe that you
are special, 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 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.

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 Man hands him
the softpak.

FEDEX MAN
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. Do you know who this
is?

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

 NEO
Morpheus...

MORPHEUS (V.O.)
I've been looking for you, Neo. 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. The elevator.

His head 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 fucking 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 another 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
The answer is coming, Neo.

He opens the window. The WIND 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 vertigoes into a

concrete chasm.

NEO
No way, no way, this is crazy.

MORPHEUS (V.O.)
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 a camera monitor; wide angle view of a white room

where Neo is sitting at a table alone.

We MOVE INTO the monitor, entering the room as if the

monitor was a window.

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

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 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 stares 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 can't scare me with Gestapo
crap. I know my rights. I want my
phone call!

Agent Smith smiles.

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

The question unnerves Neo and strangely he begins to feel

the muscles in his jaw tighten.

The standing agents snicker, watching Neo's confusion grow

into panic.

Neo feels his lips grow soft and sticky as they slowly
seal shut, melding into each other until all traces of his
mouth are 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, becoming 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 borrow, its tall thrashing as it

worms its way inside.

INT. NEO'S APARTMENT

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
What do you know?

MORPHEUS (V.O.)
You're the One, Neo. You see, you
may have spent the last few years
looking for me, but I've spent most
of my life looking for you.
Neo feels sick.

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

NEO
... Yes.

MORPHEUS (V.O.)
Go the the Adams Street bridge.

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

EXT. CITY STREET - NIGHT

It is just beyond the middle of the night; that time when

it seems there are no rules and everything feels unsafe.

Neo's boots scrape against the concrete. Every pair of

eyes he passes seems to follow him.

As he reaches the bridge, headlights creep in behind him.

He turns just as the car slides quickly to a stop beside
him. The back door opens.

TRINITY
Get in.

INT. CAR

A large black man named APOC is driving. Beside him is a

beautiful androgyne called SWITCH, aiming a large gun at
Neo.

NEO
What the hell is this?!

TRINITY
It's necessary, Neo. For our
protection.

NEO
From what?

TRINITY
From you.

She lifts a strange steel and glass device that looks like
a cross between a rib separator, speculum and air
compressor.

SWITCH
Take off your shirt.
He looks at the strange device and the gun still trained
on him.

NEO
What? Why?

SWITCH
Stop the car.

Apoc does.

SWITCH
Listen to me, coppertop! We don't
have time for 'twenty questions.'
Right now there is only one rule.
Our way or the highway.

NEO
Fine.

TRINITY
No, we can't let him go --

Neo opens the door.

TRINITY
Neo, please, you have to trust me.

NEO
Why?

TRINITY
Because you've been down there, Neo.
You already know that road. You
know exactly where it ends.

Neo stares out into the dark street beyond the open door.

TRINITY
And I know that's not where you want
to be.

NEO
... shit.

He closes the door.

EXT. LOWER WACKER

A moment later the green lights of Lower Wacker curve over

the car's tinted windshield as it rushes through the
underworld.
INT. CAR

Neo grudgingly strips off his T-shirt.

TRINITY
Lie back.

Trinity sets the device over Neo's stomach its three

corners resting on the points of his pelvis and sternum.
She then guides a mounted cylindrical probe into his navel
and squeezes a hand pump a few times to form a tight seal.

NEO
What is this thing?

TRINITY
We think you're bugged. Try to
relax.

She turns a dial and the machine bears down on Neo's

midsection, the cylinder sucking hard at his stomach.

Neo screams, squinting in pain as Trinity watches the

needle on a pressure gauge climb steadily.

TRINITY
Come on, come on...

The machine quivers as the pressure builds higher and

higher until something finally rockets wetly out of Neo's
stomach through the machine's coils.

TRINITY
Got it.

Trinity shuts off the compressor, Neo cradling his

stomach.

NEO
Got what? My spleen?

Trinity lifts a glass cage at the end of the tubing.

Inside the small fluke-like bug flips and squirms, its
tendrils flapping against the clear walls.

She unrolls the window and dumps it out.

EXT. CAR

It hits the pavement with a metallic tink, reverted back

into a common wire tap, as the car disappears down the
street.

EXT. HOTEL LAFAYETTE

The car stops in a deserted alley behind a forgotten
hotel.

INT. 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 have come because you know
something. What you know you can't
explain but you feel it. You've
felt it your whole life, felt that
something is wrong with the world.
 You don't know what, but it's there
like a splinter in your mind,
driving you mad. It is this feeling
that brought you to me. Do you know
what I'm talking about?

NEO
The Matrix?

MORPHEUS
Do you want to know what it is?

Neo swallows hard and nods.

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. Like
everyone else, you were born into
bondage, kept inside a prison that
you cannot smell, taste, or touch.
A prison for your mind.

The LEATHER CREAKS as he leans back.

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

Morpheus opens his hands. In the right is a red pill. In

the left, a blue pill.

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

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

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

Neo feels the smooth skin of the capsules, 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-blue and electric green
from the racks of monitors.

Trinity, Apoc and Cypher look up as they enter.

MORPHEUS
Apoc, are we on-line?

APOC
Almost.

He and Trinity are working quickly, hard-wiring a complex

system of monitors, modules and drives.

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

Neo sits in a chair in the center of the room and Trinity

begins gently fixing white electrode disks to his head,
arms, and the back of his neck. Near the chair is an old
oval dressing mirror that is cracked.

He 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 designed to disrupt
your input/output carrier signal so
we can pinpoint your location.

NEO
What does that mean?
 CYPHER
It means buckle up, Dorothy, 'cause
Kansas is going bye-bye.

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.

MORPHEUS
Have you ever had a dream, Neo, that
you were so sure was real?

NEO
This can't be...

MORPHEUS
Be what? Be real?

The strands thin like rubber cement as he pulls away,

until the fragile wisps of mirror thread break.

MORPHEUS
What if you were unable to wake from
that dream, Neo? How would you know
the difference between the dream
world and the real world?

With the TINKLING of GLASS, shimmering SNOWFLAKES of

electric-blinking mercury fall, HIT the GROUND, and fade.

Neo looks at his hand; fingers distended into mirrored

icicles that begin to melt rapidly, dripping, running like
wax down his fingers, spreading across his palm 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.

The mirror gel seems to come to life, racing, crawling up

his arms like hundreds of insects.

NEO
It's cold.

The mirror creeps up his neck as Neo begins to panic,

tipping his head as though he were sinking into the
mirror, trying to keep his mouth up.

NEO
It's all over me --

Morpheus is right next to him with the phone.

TRINITY
I got a fibrillation!

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!

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 cocoon.

Unable to breathe, he fights wildly to stand, clawing at

the thinning elastic shroud --

Until it ruptures, a hole widening around his mouth as he

sucks for air. Tearing himself free, he emerges from the
cell.

It is Neo.

He is bald and naked, his body slick with gelatin. Dizzy,

nauseous, he waits for his vision to focus.

He is standing in an oval capsule of clear alloy filled

with red gelatin, the surface of which has solidified like
curdled milk.

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

He feels the weight of another cable and reaches to the

back of his head where he finds an enormous coaxial
plugged and locked into the base of his skull.

He tries to pull it out but it would be easier to pull off

a finger.

To either side he sees other tube-shaped pods filled with

red gelatin; beneath the wax-like surface, pale and
motionless, he sees other human beings.

Fanning out in a circle, there are more. All connected to

a 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.

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.

The machine seizes hold of Neo, paralyzing him as the

cable lock at the back of his neck spins and opens.

The cable disengages itself. A long clear plastic needle

and cerebrum-chip slides from the anterior of Neo's skull
with an ooze of blood and spinal fluid. The other
connective hoses snap free and snake away as the machine
lets Neo go.

Suddenly, 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 oily clumps of
cellulite.

Neo begins to drown when he is suddenly snatched from the

flow of waste.

The metallic cable then lifts, pulling him up into the

belly of the futuristic flying machine hovering inside the
sewer main.

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.

He smiles.

MORPHEUS
Welcome to the real world, Neo.

He passes out.

FADE TO BLACK.

FADE IN:

INT. HOVERCRAFT

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

MORPHEUS (O.S.)
We found him, Trinity. We finally
found him.

TRINITY (O.S.)
What if he isn't the One, Morpheus?
How can you be so sure?

NEO'S POV

Neo's eyes FLUTTER OPEN. We see Morpheus' face above us,

angelic in the fluorescent glow of a light stick.

NEO (O.S.)
... am I dead?

MORPHEUS
Far from it.

FADE TO BLACK.

FADE IN:

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.

 MORPHEUS
There is no reason for me to try to
explain it when I can simple show
it. Come with me.

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 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, Cypher, 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 life
systems and computer monitors.

At the center of the web, there are six ecto-skeleton

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
You want to know what the Matrix is,
Neo? The answer is right here.
He touches the back of Neo's head.

MORPHEUS
Help him, Trinity.

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

He feels Morpheus guiding a coaxial line into the jack at
the back of his neck. The cable has the same kind of
cerebrum 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 Lafayette 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.

On the television, we glide over Lake Michigan towards the
glinting skyscrapers of the Windy City skyline circa 1997.

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.

He changes the channel and we see a very different Chicago

as we enter the television.

MORPHEUS
You have been living inside a
dreamworld, Neo. As in
Baudrillard's vision, your whole
life has been spent inside the map,
not the territory. This is Chicago
as it exists today.

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
'The desert of the real.'

Beneath us, the lake is gone.

We turn and descend, spiraling down toward the lake bed

which is scorched and split like burnt flesh, where we
find Morpheus and Neo.

MORPHEUS
The average temperature in Chicago
these days is minus eighty degrees
Celsius. Of course, the wind chill
makes it feel like minus one-twenty.
Neo clings to the chair, trying to get his bearings.

MORPHEUS
We have only bits and pieces of
information. What we know for
certain is that, at some point in
the early Twenty-first Century, all
of mankind was united in
celebration. Through the blinding
inebriation of hubris, we marveled
at our magnificence as we gave birth
to A.I.

NEO
A.I.? You mean artificial
intelligence?

MORPHEUS
Yes. A singular consciousness that
spawned an entire race of machines.
I must say I find it almost funny to
imagine the world slapping itself on
the back, toasting the new age. I
say almost funny.

He looks up and his sunglasses reflect the obsidian clouds

roiling overhead.

MORPHEUS
We don't know who struck first. Us
or them. But we do know it was us
that scorched the sky. At the time,
they were dependent on solar power.
It was believed they would be unable
to survive without an energy source
as abundant as the sun.

As we descend into the circular window of his glasses,

there is a flash of lightning.

MORPHEUS
Throughout human history, we have
been dependent on machines to
survive. Fate, it seems, is not
without a sense of irony.

EXT. FETUS FIELDS

On the flash, we PULL BACK from the darkness which reveals

itself to be the black eye of a fetus.

MORPHEUS
The Machines discovered a new form
of fusion. All they needed was a
small electrical charge to initiate
 the reaction.

The fetus is suspended in a placenta-like husk, where its

malleable skull is already growing around the brain-jack.

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

The husk hanging from a stalk is plucked by a thresher-

like farm machine.

MORPHEUS
For the longest time, I wouldn't
believe it. But then I saw the
fields with my own eyes, spreading
in every direction for miles.
Inside the power plant, I watched
them liquefy the dead so they could
be fed intravenously to the living
and standing there, facing the
efficiency, the pure, horrifying
precision, I came to realize the
obviousness of the truth.

Still PULLING BACK, we see the image of the field now on

the television as we return to the white space of the
construct.

INT. CONSTRUCT

Morpheus steps INTO VIEW as he clicks off the television.

MORPHEUS
What is the Matrix? Control.

He opens the back of the television remote control.

MORPHEUS
The Matrix is a computer-generated
dreamworld built to keep us under
control in order to change a human
being into this.

He holds up a coppertop battery.

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 brain had been put into a centrifuge.

NEO
I don't believe it! I don't believe
it!

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 is sitting like a shadow on a chair in the far

corner.

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

Deep down, Neo knows 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 to 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 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
the search is over.

He stands up.

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

NEO
For what?

MORPHEUS
Your training.

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

INT. NEO'S ROOM

Neo is awake in his bed, staring up at the lights. The

door opens and TANK steps inside.

TANK
Morning. Did you sleep?

NEO
No.

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

He offers his hand and Neo shakes it. He notices that

Tank doesn't have any jacks.

NEO
You don't have...

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

NEO
Zion?

TANK
If this war ended tomorrow, Zion is
where the party would be.

NEO
It's a city?

TANK
The last human city. The only place
we got left.

NEO
Where is it?

TANK
Deep underground. Near the earth's
core, where it's still warm. You
live long enough, you might even see
it.

Tanks 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 with 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 some combat training?

Neo reads the label on the disk.

NEO
Jujitsu? I'm going to learn
jujitsu?

Tank slides the disk into Neo's supplement drive.

NEO
No way.

Smiling, Tank punches the "load" code.

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

An instant later his eyes snap open.

NEO
Holy shit!

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

INT. MAIN DECK

It is later.

CLOSE ON a computer monitor 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
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.

NEO
This is incredible. I know kung fu.

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. It has the same basic
rules. Rules like gravity. What
you must learn is that these rules
are no different than the rules of a
computer system. Some of them can
be bent. Others can be broken.

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 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

MOUSE bursts into the room, interrupting dinner.

MOUSE
Morpheus is fighting Neo!

All at once, everyone bolts for the door.

INT. DOJO

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

at Morpheus.

MORPHEUS
Good. Adaptation. 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 from 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 stands, nodding slowly.

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 Kombat.

MOUSE
Jeeezus Keeerist! That boy is fast!

INT. DOJO

Morpheus begins to press Neo, countering blows while

slipping in several stinging slaps.

MORPHEUS
Come on, Neo. What are you waiting
for? You're faster than this.
Don't think you are. Know you are.

Whack, Morpheus cracks Neo again. Neo's face twists with

rage as the speed of the blows rises like a drum solo.

MORPHEUS
Come on! Stop trying to hit me and
just hit me.

Wham. A single blow catches Morpheus on the side of the

head, knocking off his glasses.

INT. MAIN DECK

There are several gasps.

MOUSE
I don't believe it!

INT. DOJO

Morpheus rubs his face, then smiles.

NEO
I know what you're trying to do --

MORPHEUS
 I'm trying to free your mind, Neo,
but all I can do is show you the
door. You're the one that has to
step through. Tank, load the jump
program.

INT. HOVERCRAFT

Apoc and Switch exchange looks as Tank grabs for the disk.

INT. CONSTRUCT - ROOFTOP - DAY

Morpheus and Neo are again in the white space of the

Construct. Beneath their feet, we see the jump program
rush up at them until they are standing on a rooftop in a
city skyline.

MORPHEUS
Let it all go, Neo. Fear. Doubt.
Disbelief. 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 as --

He 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. Free my mind. Right.
No problem.

He takes a deep breath. And starts to run.

INT. MAIN DECK

They are transfixed.

SWITCH
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.

Trinity stares at the screen, her fists clenching as she

whispers.

TRINITY
Come on.

EXT. ROOFTOP

Summoning every ounce of strength in his legs, Neo

launches himself into the air in a single maniacal
shriek --

But comes up drastically short.

His eyes widen as he plummets. Stories fly by, the ground

rushing up at him, but as he hits --

The ground gives way, stretching like a trapeze net. He

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

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

his face.

Morpheus exits the building and helps him to his feet.

MORPHEUS
Do you know why you didn't make it?

NEO
Because... I didn't think I would?

Morpheus smiles and nods.

INT. MAIN DECK

They break up.

MOUSE
What does it mean?

SWITCH
It doesn't mean anything.

CYPHER
Everyone falls the first time,
right, Trinity?

But Trinity has already 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.

MORPHEUS
Your mind makes it 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 tray 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.

INT. HALL

Trinity steps out of Neo's room to find Cypher watching

her.

CYPHER
I don't remember you ever bringing
me dinner.

Trinity says nothing.

CYPHER
There's something about him, isn't
there?

TRINITY
Don't tell me you're a believer now?

CYPHER
 I just keep wondering if Morpheus is
so sure, why doesn't he take him to
the Oracle? She would know.

TRINITY
Morpheus will take him when he's
ready.

She turns and he watches her walk away.

EXT. CITY STREET - TRAINING PROGRAM - DAY

Morpheus moves effortlessly through a crowded downtown

street while Neo struggles to keep up, constantly bumped
and shouldered off the path.

MORPHEUS
This is another Matrix simulation.
A training program to help you get
your sea legs and teach you one very
important lesson.

NEO
What -- what lesson?

Neo collides with a man who looks just like Rhineheart.

MORPHEUS
The Matrix is a system, Neo, and
that system is our enemy. When you
look around, what do you see?
Businessmen, lawyers, students.
People. Everywhere you look, there
are people. Somewhere else,
somewhere in the future they may be
human beings but here these people
are a part of the system. That
makes every one of them our enemy.

A beautiful woman in a red dress smiles at Neo as she

passes by.

MORPHEUS
It is important to understand that
if you are not one of us, you are
one of them.

Morpheus stops, turning to Neo.

MORPHEUS
Do you understand, Neo?

NEO
I think I do.
 MORPHEUS
No you don't. Did you see the woman
in the red dress?

NEO
Yeah.

MORPHEUS
Look again.

Neo turns just as Agent Smith levels a gun at his face --

Neo screams.

MORPHEUS
Freeze it.

Everything except Morpheus and Neo freezes.

MORPHEUS
The agents are sentient programs.
They can enter any software that is
hardwired to the system. They can
become anyone who is still a captive
of the Matrix. If the Matrix is a
prison, then the agents are its
wardens and if humankind is to
survive they first must be stopped.

Neo listens to his intense voice.

MORPHEUS
Every attempt to fight them has
ended in failure. Only a handful of
men and women have ever crossed an
agent and lived because they are
everyone and they are no one.
Unkillable. But now I believe that
is going to change.

NEO
How?

MORPHEUS
I've seen an agent punch through a
concrete wall. Men have emptied
entire clips at them and hit noting
but air. Yet as powerful as they
are, their speed and strength are
but tethers to the rules of an
unreal world. Because of this, they
will never be as strong or as fast
as you can be.

Neo scratches his head.

 NEO
What? Are you trying to tell me
that I can dodge bullets?

MORPHEUS
No, Neo. I'm trying to tell you
that when you're ready, you won't
have to.

Morpheus' CELL PHONE RINGS and he flips it open.

TANK (V.O.)
We got trouble.

EXT. SEWER MAIN

The Nebuchadnezzar blisters by, trailing a swirling,

supercharged, electromagnetic wake.

INT. COCKPIT

Morpheus slides into the co-pilot's chair next to Dozer.

MORPHEUS
How much time, Dozer?

DOZER
I estimate we'll be within range of
detection in about two minutes.

Morpheus scans the decayed landscape of the sewer main

that rolls by as Neo and Trinity squeeze into the cockpit
behind him. Morpheus points to a small tributary.

MORPHEUS
Set down in there.

NEO
What's going on?

DOZER
Squiddy tripped one of our long
distance alarm probes.

NEO
What?

TRINITY
A Sentinel. It's a killing machine
designed for one thing.

DOZER
Search and destroy.
Neo feels the ship rock to the side as it squeezes into a
tiny supply line.

EXT. HOVERCRAFT

The Nebuchadnezzar sets down, almost wedged into a pipe

that barely accommodates its size.

INT. COCKPIT

Morpheus clicks the intercom.

MORPHEUS
How we doing, Tank?

INT. MAIN DECK

Tank works furiously at the operator's station.

TANK
Done.

He flips a series of switches and the ceaseless WHIR of

the ship's TURBINES GRIND TO a HALT. The main deck is
plunged into dark silence.

Tank whispers.

TANK
Power off-line. E.M.P. armed and
ready.

Tank's fingers curl around a small key that glows a dim

red.

INT. COCKPIT

Neo leans into Trinity's ear.

NEO
E.M.P. An electromagnetic pulse.

TRINITY
It disables any electrical system in
the blast radius. It's the only
weapon we have against the machines.

Through the cockpit's windshield, the vast cavern of the

sewer main yawns before them. Strands of green haze curl
around mossy icicles that dangle into a pool of churning
frozen waste.
Neo begins to angle around Dozer but Morpheus grabs him.

MORPHEUS
Don't move. It'll hear you.

Neo freezes and they wait.

Without the Nebuchadnezzar's heating systems, the

temperature in the cockpit begins to rapidly drop. The
crew members huddle together, their breath freezing into a
uniform cloud as it gets colder and colder.

Dozer quietly reaches to brush away the frost on the

windshield and as his hand clears a swathe --

They see it.

In the darkness, a shifting shadow of mechanized death.

It is beautiful and terrifying. Black alloy skin flickers
like sequins beneath sinewy coils and skeletal appendages.

Neo can feel the hairs on the back of his neck rise as it
silently glides over them with shark-like malevolence
until it disappears into the darkness.

In the frozen little room, everyone breathes a little

easier.

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 comes up behind him.

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

NEO
Sorry.

CYPHER
No, it's all right.

NEO
What are you doing?

CYPHER
Midnight watch.

Neo's eyes light up as he steps closer to the screens that

seem alive with a constant flow of data.

NEO
Is that...?

CYPHER
The Matrix? Yeah.

Neo stares at the endlessly shifting river of information,

bizarre codes and equations flowing across the face of the
monitor.

NEO
Do you always look at it encoded?

CYPHER
Have to. The image translators sort
of work for the construct programs
but there's way too much information
to decode the Matrix. You get used
to it, though. Your brain does the
translating. I don't even see the
code. All I see is blonde, brunette,
and redhead. You want a drink?

Neo nods and he pours a clear alcohol from a plastic jug.

CYPHER
You know, I know what you're
thinking 'cause right now I'm
thinking the same thing. Actually,
to tell you the truth, I've been
thinking the same thing ever since
I got here.

He raises the glass.

CYPHER
Why the fuck didn't I take that blue
pill!?

He throws the shot down his throat. Neo does the same and
it almost kills him. Smiling, Cypher slaps him on the
back.

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

Red-faced, Neo finally stops coughing. Cypher pours him

another.

CYPHER
Can I ask you something? Did he
 happen to tell you why he did it?

Neo looks up, unsure.

CYPHER
Why you're here?

NEO
... Yeah.

CYPHER
Gee-zus! What a mindfuck. You're
here to save the world. You gotta
be shitting me. What do you say to
something like that?

Neo looks down at his drink.

CYPHER
I'm going to let you in on a little
secret here. Now don't tell him I
told you this, but this ain't the
first time Morpheus thought he found
the One.

NEO
Really?

CYPHER
You bet your ass. It keeps him
going. Maybe it keeps all of us
going.

NEO
How many were there?

CYPHER
Five. Since I've been here.

NEO
What happened to them?

CYPHER
Dead. All dead.

NEO
How?

CYPHER
Honestly. Morpheus. He got them
all amped up believing in bullshit.
I watched each of them take on an
agent and I watched each of them
die. Little piece of advice: you
see an agent, you do what we do;
run. Run your ass off.
Neo gulps down another shot.

CYPHER
Look, I'm not trying to spook you, I
just want to help and I'm not going
to bullshit you. See, this is the
real world and the real world ain't
about heroes and miracles. This
world's about one thing: survival.
That's all there is.

He throws back a final shot.

NEO
Thanks... for the drink.

CYPHER
Any time.

Cypher nods as Neo heads for the ladder.

CYPHER
Sweet dreams.

INT. MESS HALL - CLOSE ON BOWL OF SINGLE-CELL PROTEIN

A substance with a consistency somewhere between yogurt

and cellulite.

TANK
Here you go, buddy. Over easy,
right?

Tank slides it in front of Neo and takes a seat with the

other crew members enjoying breakfast.

APOC
Breakfast of champions, Neo.

NEO
What is it?

TANK
Single-celled protein. We grow it
in a vat.

The substance jiggles a few moments before coming to a

rest. Neo frowns.

MOUSE
It's not so bad, long as you don't
think about liposuction.

Mouse sucks at the goo with a straw as Morpheus enters.

 MORPHEUS
I want everyone on twelve-hour
standby. We're going in. I'm
taking Neo to see her.

With that he turns and leaves.

NEO
See who?

TANK
The Oracle.

Trinity glances at Cypher who smiles thinly.

EXT. HOTEL LAFAYETTE - DAY

The door opens and for the first time since his release,
Neo steps back into the Matrix. He squints at the sun
which seems unnaturally bright. He is the only one
without sunglasses.

Apoc and Switch remain at the door as the others enter the
alley.

MORPHEUS
We should be back in an hour.

Cypher opens the metal garage where the car is parked. As

Trinity, Morpheus and Neo cross to the car, Cypher glances
about quickly, then drops something inside a garbage can.

It is a cellular phone and we see its blue display as the

line connects.

INT. CAR

Neo sits beside Trinity in the back. He cannot stop

staring as the simple images of the urban street blur past
his window like an endless stream of data rushing down a
computer screen.

MORPHEUS
Almost unbelievable, isn't it?

Neo nods as the car continues to wind through the crowded

city.

NEO
God...

TRINITY
What?
 NEO
I used to eat there... Really good
noodles.

He is speaking in a whisper, almost as if talking to

himself.

NEO
I have these memories, from my
entire life but... none of them
really happened.

He turns to her.

NEO
What does that mean?

TRINITY
That the Matrix cannot tell you who
you are.

NEO
But an Oracle can.

TRINITY
That's different.

NEO
Is it?

TRINITY
Are you worried?

NEO
Should I be?

TRINITY
No.

He turns to the window for a moment and then turns back.

NEO
Did you go to her?

TRINITY
Yes.

NEO
What did she tell you?

TRINITY
She told me...

She looks at him and suddenly she is unable to speak or

even breathe.
 NEO
What?

The car suddenly jerks to a stop.

MORPHEUS
We're here. Neo, come with me.

Neo and Morpheus get out of the car. Cypher looks into
the rearview mirror at Trinity.

CYPHER
Here we go again, eh, Trin?

He smiles as she turns to the window.

EXT. BUILDING

Tenement-like and vast, it is the kind of place where

people can disappear.

INT. BUILDING

Morpheus nods to a blind man who nods back. An elevator

opens and Neo follows Morpheus inside.

INT. ELEVATOR

The idea of learning one's fate begins to weigh upon Neo

with a steadily growing unease.

NEO
So is this the same oracle that made
the, uh, prophecy?

MORPHEUS
Yes. She's very old. She's been
with us since the beginning.

NEO
The beginning?

MORPHEUS
Of the Resistance.

NEO
And she knows what? Everything?

MORPHEUS
She would say she knows enough.

NEO
 How does she know?

MORPHEUS
She is a true psychic. She sees
beyond the relativity of time. For
her there is no past, present or
future. There is only what is.

NEO
And she's never wrong.

MORPHEUS
Don't think of it in terms of right
and wrong. She is a guide, Neo.
She can help you find the path.

NEO
She helped you?

MORPHEUS
Yes.

NEO
What did she tell you?

MORPHEUS
That I would find the One.

DING. The ELEVATOR opens.

INT. HALL

The long dark hall beckons. Neo follows Morpheus out of

the elevator and the doors rattle shut behind him. With
every step, a disturbing sense of inevitability closes in
around him.

At the end of the hall, Morpheus steps to the side of a

door.

MORPHEUS
I told you that I can only show you
the door. You have to step through
it.

Neo blows out a breath. His hand reaches but stops,

hovering over the spherical handle. He backs away.

NEO
Morpheus, I don't think this is a
good idea.

MORPHEUS
Why?
 NEO
I told you I don't believe in this
stuff. No matter what she says I'm
not going to believe it, so what's
the point?

MORPHEUS
What do you believe in?

NEO
What do I believe it? Are you
kidding me? What do you think? I'm
still trying to deal with the fact
that everything I believed was real,
wasn't. The whole world, my entire
life was a lie. I don't know
anything anymore, Morpheus.

MORPHEUS
That's why we're here.

NEO
Why? So I can hear some old lady
tell me, what? That I'm this guy
that everybody's been waiting for?
The one that's supposed to save the
world? Come on. How do I respond
to that? I can't. It's ridiculous.
I mean who am I? I'm nobody, I'm
just a guy. What did I do,
Morpheus? Why me?

MORPHEUS
Faith is beyond the reach of whys
and why nots. These things are not
a matter of cause and effect, Neo.
I do not believe things with my
mind. I believe them with my heart.
In my gut.

NEO
And you still believe I'm the One?

MORPHEUS
Yes I do.

NEO
Yeah? What about the other five
guys? The five before me? What
about them?

Morpheus tries to hide his heart being wrenched from his

chest.

NEO
Did you believe in them too?
 MORPHEUS
No. I did not. I have never told
anyone this, Neo. After I saw the
Oracle I thought... no, I
misunderstood what she told me. I
believed that it was all about me.
That I would find the One, not that
he would find me.

This is difficult for Morpheus to admit.

MORPHEUS
I believed that all I had to do was
point my finger and anoint whoever
I chose. I was wrong, Neo.
Terribly wrong. Not a day or night
passes that I do not think of them.
After the fifth, I lost my way. I
doubted everything the Oracle had
said. I doubted myself.

He looks up at Neo.

MORPHEUS
And then I saw you, on the Net,
searching for me and everything
changed. I felt this charge, this
electricity through my whole body.
I started laughing and tears poured
out of my eyes, because I knew, I
knew that you were the One.

His eyes blaze.

MORPHEUS
Listen to me, Neo. I know why
you're afraid to go through that
door. You can't get free of
thinking that I could be wrong. You
must believe me. There is a
greatness inside of you, Neo. A
greatness that is going to lift you
to unimaginable heights and that in
time will change the world.

NEO
Morpheus, I don't know --

MORPHEUS
I know. That is why it is so
important for you to go. Please,
Neo, I'm asking you to find whatever
respect you may have for me and
trust me.
Neo feels a rush from Morpheus' intensity, the
unadulterated confidence of a zealot.

NEO
All right.

He reaches for the handle which turns without him even

touching it. A WOMAN wearing white opens the door.

PRIESTESS (WOMAN)
Hello, Neo. You're right on time.

INT. ORACLE'S APARTMENT

It seems particularly normal.

PRIESTESS
Make yourself at home, Morpheus.

MORPHEUS
Thank you.

PRIESTESS
Neo, come with me.

She leads Neo down another hall and into what appears to
be a family room.

There is another woman in white sitting on a couch

watching a soap opera. Scattered about the room are a
half dozen children.

Some of them are playing, others are deep in meditation.

All of them exude a kind of Zen calm.

PRIESTESS
These are the other Potentials. You
can wait here.

Neo watches a little girl levitate wooden alphabet blocks.

Closer to him, a SKINNY BOY with a shaved head holds a
spoon which sways like a blade of grass.

In front of him is a pile of spoons bent and twisted into

knots.

Neo crosses to him and sits. The boy smiles and hands Neo
the spoon which is now perfectly straight.

SPOON BOY (SKINNY BOY)

Do not try to bend the spoon. That
is impossible. Instead, only try to
realize the truth.

NEO
 What truth?

SPOON BOY
That there is no spoon.

Neo nods, staring at the spoon.

NEO
There is no spoon.

SPOON BOY
Then you will see that it is not the
spoon that bends. It is only
yourself.

The entire room is reflected inside the spoon and as Neo

stares into it, it slowly begins to bend until --

A hand touches his shoulder.

PRIESTESS
The Oracle will see you now.

Spoon Boy smiles.

She takes him to the last room, parting a curtain that

leads into a kitchen.

ORACLE
Just come on in.

INT. KITCHEN

An OLD WOMAN is huddled beside the oven, peering inside

through a cracked door.

NEO
Hello?

ORACLE (OLD WOMAN)

I know. You're Neo. Be right with
you.

NEO
You're the Oracle?

ORACLE
Bingo. Not quite what you were
expecting, right? I got to say I
love seeing you non-believers.
Always a pip. 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
That 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?
He nods.

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

NEO
Honestly? I don't know.

She gestures to a wooden plaque, the kind every kitchen

has, except that the words are in Latin.

ORACLE
You know what that means? It's
Latin. Means, 'Know Thyself'. I'm
gonna let you in on a little secret.
Being the One is just like being in
love. Nobody can tell you you're in
love. You just know it. Through
and through. Balls to bones.

She puts her cigarette down.

ORACLE
Well, I better have a look at you.

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

ORACLE
Open your mouth. Say 'ahh'.

She nods then looks at his palms.

ORACLE
Okay, now I'm supposed to say,
'Hmmm, that's interesting but...'
Then you say --

NEO
But what?

ORACLE
But you already know what I'm going
to tell you.

NEO
I'm not the One.

ORACLE
Sorry, kid. You got the gift but
looks like you're waiting for
something.

NEO
What?
 ORACLE
Your next life, maybe. Who knows.
That's how these things go.

Neo almost has to laugh.

ORACLE
What's funny?

NEO
Morpheus. He almost had me
convinced.

ORACLE
I know. Poor Morpheus. Without him
we are lost. We will never find the
One.

NEO
What do you mean, without him?

The Oracle takes a long drag, regarding Neo with the eyes
of a Sphinx.

ORACLE
Are you sure you want to hear this?

Neo nods.

ORACLE
Morpheus believes in you, Neo and no
one, not you or even me can convince
him otherwise. He believes it so
blindly that he's going to sacrifice
his life to save yours.

NEO
What?

ORACLE
You're going to have to make a final
choice. In one hand, you will have
Morpheus' life. In the other hand,
you will have your own. One of you
is going to die. Which one, will be
up to you.

Neo can't breathe.

ORACLE
I'm sorry, kiddo. I really am. You
have a good soul and I hate giving
good people bad news. But don't
worry, as soon as you walk outside
that door, you'll start feeling
 better. You'll remember that you
don't believe any of this fate crap.
You're in control of your own life,
remember?

He tries to nod as she reaches for the tray of cookies.

ORACLE
Here, take a cookie. I promise by
the time you're done eating it,
you'll feel right as rain.

Neo takes a cookie, the tightness in his chest slowly

beginning to fade.

INT. SITTING ROOM - DAY

Morpheus rises from a couch as the Priestess escorts Neo

out. When they are alone, Morpheus puts his hand on Neo's
shoulder.

MORPHEUS
There is a rule that no one can ask
what the Oracle said to you. What
was said was said for you and you
alone.

He smiles.

MORPHEUS
I can see it in your eyes, that you
are still confused. That's all
right, Neo. Give it time, let it
all sink in. I know it can be
difficult to see the path even when
it's right under your feet.

Neo nods and takes a bite of his cookie.

INT. CAR

Neo and Morpheus get in the car.

MORPHEUS
Let's go.

Cypher slaps the car in gear and pulls into traffic.

Trinity looks at Neo who is staring at the final bit of
cookie. He puts it in his mouth and chews.

TRINITY
Are you all right?

NEO
 ... right as rain.

EXT. CITY STREET - DAY

Switch watches as an unmarked white van trolls by.

SWITCH
Weird.

APOC
What?

SWITCH
That's the third white van I've
seen.

APOC
Should Tank I.D. it?

Switch sees the black car turn onto their street.

SWITCH
No. Here they come.

INT. ROOM 1313 - DAY

Mouse's CELLULAR RINGS.

MOUSE
Welcome to Movie-Phone.

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

The phone flips shut as he jumps up.

EXT. CITY STREET

Cypher closes the garage door, nervously looking around.

At the end of the alley is another white van. He mops the
sweat from his forehead, following the others into the
hotel.

INT. MAIN DECK

Sweat rolls down Cypher's face and neck. At the

operator's station, Tank is typing rapidly.

TANK
What is that...?
INT. HOTEL LAFAYETTE - 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 - 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 deju vu is usually a glitch in the
Matrix. It happens when they change
something.

She also listens as the STACCATO BEAT of HELICOPTER BLADES

GROWS ominously LOUD.

INT. MAIN DECK

Tank sees what was changed.

TANK
It's a trap!

INT. STAIRCASE - DAY

Morpheus looks up the stairs as a helicopter shadow passes

over the clouded glass.

MORPHEUS
Come on!

INT. BASEMENT - DAY

Heavy bolt cutters snap through the main phone cable.

INT. ROOM 1313 - DAY

Mouse goes to the draped windows as his CELLULAR RINGS.

He answers it.

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

Mouse yanks open the curtain.

MOUSE
Oh no.

The windows are bricked up. Mouse spins as the RUMBLE of

COMBAT BOOTS BUILDS, then EXPLODES into the room.

INT. MAIN DECK

Tank watches helplessly.

 TANK
No, no, no.

INT. STAIRS - DAY

Morpheus stops as MOUSE'S SCREAM is drowned out by the

REPORT of MACHINE GUN FIRE.

INT. ROOM 1313 - DAY

Mouse sails backwards as BULLETS POUND him against the

blood-spattered brick window.

INT. MAIN DECK

Mouse's body thrashes against its harness, blood coughing

from his mouth in one final spasm, then lying perfectly
still. The FLATLINE ALARM softly cries out from the life
monitor.

EXT. HOTEL LAFAYETTE - DAY

More police cars arrive as cops break open the lobby

doors.

INT. STAIRWELL - DAY

Flying downstairs, Morpheus stops, hearing POLICE SWARMING

below. He turns and rushes down the hall of the eight
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 BOOTSTEPS 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. HOTEL LAFAYETTE - 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 - DAY

Agent Smith pauses, his hand going to his earpiece.

INT. ROOM 808 - 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 - DAY

Agent Smith hears the LINE CLICK dead.

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

INT. STAIRWELL - DAY

Cops flood the eighth floor, rushing everywhere.

INT. ROOM 808 - 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 - DAY

They are inside the main plumbing wall, slowly worming

their way down the grease black stack pipes.

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

INT. HALL - DAY

Brown turns to Smith.

AGENT BROWN
Where are they?

INT. ROOM 808 - DAY

The Cops search in silence, straining for a clue, when one

hears something strange near the bathroom.

INT. WALL - DAY

Cypher has slipped and is wedged between the wall and

several thick supply pipes.

INT. ROOM 808 - 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 - DAY

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

BULLETS PUNCHING shafts of light like swords into the box

of soot-black space.
Neo finds his GUN first and begins BLASTING blindly
through the plaster and lath.

INT. ROOM 808 - DAY

The Cops spins out of the bathroom for cover, Neo's

BULLETS SPLINTERING the door jamb.

About to whirl back in, he freezes as something seems to

seize hold of him. The Cop's body starts to spasm and his
M-16 falls to the ground, long shadows springing up from
the mounted flashlight.

INT. WALL - DAY

Neo listens for a moment, the gunfire quiet when he hears

FOOTSTEPS rising fast.

Two arms suddenly smash through the wall, punching Neo

back against the iron stack pipe, fingers gouging into his
neck.

NEO
Fuck.

His gun clatters down the dark crevice.

TRINITY
It's an Agent!

Just as Neo's throat is about to collapse, Morpheus

explodes through the tattered plaster and lath, diving on
top of Agent Smith.

The two men crash to the wet terrazzo floor. Before Agent
Smith can find his weapon, Morpheus is on him, pinning him
in an iron grip.

In the crawlspace, Trinity tries to scramble up past

Cypher.

TRINITY
Morpheus!

Morpheus squeezes Agent Smith's throat.

MORPHEUS
Trinity, you must get Neo out. Do
you understand? He is all that
matters.

Neo suddenly glimpses what is happening but is powerless

to stop it.
 NEO
No. No! Morpheus! Don't!

MORPHEUS
Trinity! Go! Get to the basement.
Find the catch basin!

Behind his crooked glasses, Agent Smith smiles.

AGENT SMITH
The sewers. Of course.

MORPHEUS
Hurry!

AGENT SMITH
They won't make it.

Trinity's fists ball in frustration. She yells down to

Apoc.

TRINITY
Go!

NEO
We can't leave him!

TRINITY
We have to!

She grabs his ankle and they begin almost falling using
the lath as a brake, skidding down the inside of the wall.

INT. BASEMENT - 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.

Apoc is the first to smash through in a hail of dirt and

plaster, landing in the middle of an enemy search unit.
Apoc doesn't let them suffer too long.

Immediately, he is on them, a long blade flashing in his

hand in wide, bloody electric arcs, feet kicking, bones
breaking.

Switch drops next to him from the wet wall. Whipping out
small, full AUTOMATIC MACHINE GUNS, she begins laying down
cover FIRE as more men surround them.

Blinding lights cut open the darkness as gas-masked

figures FIRE GRENADE LAUNCHERS.
Smoke blossoms from the green metal canisters.

Trinity never stops moving. Searching the floor, she

finds what she needs; the cover of the catch basin.

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

TRINITY
Come on!

Cypher seems to trip as the cloud envelops him.

Trinity watches Cypher disappear into the smoke, then

follows the others down the wet-black hole.

INT. ROOM 808 - DAY

Morpheus and Agent Smith remain on the ground, locked in

each other's death grip.

AGENT SMITH
The great Morpheus. 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 counters Morpheus and slowly begins to pry his

hands from his throat.

Striking like a viper, Morpheus drives a vicious head butt

into Agent Smith's face. His nose and glasses shatter.

Morpheus flips up over Agent Smith, about to run, but

lands in front of a wall of men. Agent Smith rises behind
him, tossing off the broken sunglasses.

AGENT SMITH
Take him.

The wall of Cops rush Morpheus, filling the tiny bathroom

until he disappears under the tide.

INT. MAIN DECK

Tank reaches out to the screen as if reaching for

Morpheus.

TANK
No!

EXT. HOTEL LAFAYETTE - DAY

Cypher is carried out, handcuffed, his body still shaking,

mucus bubbling out his nose. Agent Jones nods to Agent
Brown.

AGENT JONES
We have them now.

EXT. STREET - 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

waterlogged 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?

EXT. STREET - DAY

Cypher is standing at a public phone. Across the street

is the burning paddy wagon that appears to have collided
with an oncoming car.

CYPHER
 There was an accident. A fucking
car accident. All of a sudden.
Boom. Jesus, someone's going to
make a believer out of me.

TANK (V.O.)
I got you.

CYPHER
Just get me outta here.

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

Cypher hangs up and smiles as the fire trucks arrive.

INT. MAIN DECK

The PHONE RINGS. Tank answers.

TANK
Operator.

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

EXT. STREET - DAY

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

NEO
Is Morpheus alive?

TRINITY
Is Morpheus still alive, Tank?

TANK (V.O.)
Yes. They're moving him. I don't
know where yet.

TRINITY
He's alive.

Again, inevitability seems to cinch around Neo.

TRINITY
We need an exit!

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

TRINITY
Cypher, I thought --
 TANK (V.O.)
So did we. I sent him to Franklin
and Erie.

TRINITY
Got it.

INT. APPLIANCE STORE - 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.

EXT. STREET - DAY

Trinity sees the appliance shop.

INT. MAIN DECK

Tank punches the exit command.

TANK
Got him.

Cypher's body twitches in its harness, jerking itself

awake.

INT. APPLIANCE STORE - DAY

Neo crawls through the window that Cypher opened.

INT. MAIN DECK

Tank finishes loading the exit program as Cypher pulls

back a heavy blanket, exposing a high-tech rifle.

INT. APPLIANCE STORE - DAY

The PHONE begins to RING as the others crawl in.

SWITCH
God, I love that sound.
INT. MAIN DECK

Suddenly, a white BOLT of LIGHTNING EXPLODES against

Tank's chair, blasting him into the air.

Cypher checks the gun, unable to believe he missed.

CYPHER
Shit.

Tank is on his feet, lunging when Cypher FIRES again,

square into his chest.

DOZER
No!

INT. APPLIANCE STORE - 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

SIZZLING BODY of Dozer and looks at the monitor.

INT. APPLIANCE STORE - DAY

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?!

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.

TRINITY
You killed them.

APOC
What?!

SWITCH
Oh, God.

Wearing Tank's operator headgear, Cypher moves among the

silent bodies.

CYPHER
I'm tired, Trinity. I'm tired of
this war, I'm tired of fighting.
I'm tired of this ship, of being
cold, of eating the same fucking
goop every day. But most of all,
I'm tired of this jagoff and all of
his bullshit.

TRINITY
My God. Morpheus. You gave them
Morpheus.

CYPHER
Yes. You see, the truth is,
Trinity, that 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.

TRINITY
But you're out, Cypher. You can't
go back.

CYPHER
That's what you think. They've
promised to back me, Trinity.
They're going to reinsert my body.
I'll go back to sleep and when I
wake up, I'll be fat and rich and I
won't remember a goddamn thing.
It's the American dream.

He laughs, his hand sliding around the neck of Switch as

he takes hold of her plug.

CYPHER
Welcome to the real world, eh, baby?

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 it to you.

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. Right?
How can he be the One if he's dead?

He takes hold of the cord.

CYPHER
You never did answer me, Trinity,
when I asked you before. Did you
buy Morpheus' bullshit? Come on.
You can tell me, did you? All I
want is a little yes or no. Look
into his eyes, Trinity, those pretty
blue eyes and tell me the truth.
Yes or no.

Trinity stares at Neo as a single word falls soundlessly

from her lips.

TRINITY
... yes.

CYPHER
No!

Cypher is frozen, staring AT us in terror.

CYPHER
I don't believe it!

Charred and bloody, Tank levels the gun.

TANK
Believe it or not, you piece of
shit, you're still going to burn.

He FIRES a CRACKLING BOLT of LIGHTNING that knocks Cypher

flying backwards.

INT. APPLIANCE STORE

Trinity throws her arms around Neo and for a moment they
are alone and alive until --

The PHONE RINGS.

NEO
Go. You first this time.

INT. MAIN DECK

Trinity's eyes snap 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. GOVERNMENT BUILDING - DAY

A government highrise in the middle of downtown where a

military helicopter sets down on the roof.

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. EXECUTIVE OFFICE - DAY

Agent Smith stands, 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.

Morpheus is handcuffed to a chair, stripped to the waist.

He is alternately shivering and sweating, wired to various
monitors with white disk electrodes. Beside him, 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 redesigned to this: the
peak of your civilization.

He turns from the window.

AGENT SMITH
I say 'your civilization' because as
soon as we started thinking for you,
it really became 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 not to show the pain

racking his mind.

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

Agent Smith looks at Agent Brown.

AGENT SMITH
Double the dosage.

Agent Jones suddenly enters.

AGENT JONES
We could have a problem.
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 hacking his mind.

NEO
How?

TANK
They inject virus-like serums to
attack the neuro-systems. 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
ordered symmetrical one.

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

NEO
What do they want?

TANK
Every leader of every ship is given
the codes to Zion's mainframe
computer which can be accessed only
through the Matrix. They are used
only in emergencies. If an agent
had those codes and got inside
Zion's mainframe they could disable
the entire defense system. It would
be the end of everything.

He looks up at Trinity who is pacing relentlessly.

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

INT. GOVERNMENT BUILDING

Morpheus is fighting to hold his mind together. The

agents stand over him.

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

AGENT BROWN
If, indeed, Reagan had failed, they
will sever the connection as soon as
possible, unless --

AGENT JONES
They are dead. In either case --

AGENT SMITH
We have no choice but to continue as
planned. Deploy the sentinels.
Immediately.

INT. MAIN DECK

Trinity sees Cypher's dead body. Rage overtakes her and

she kicks him.

TRINITY
Goddamnit! Goddamnit!

NEO
There has to be something that we
can do.

TANK
There is. We have to pull the plug.

TRINITY
You're going to kill him? Kill
Morpheus?!

TANK
Trinity, we don't have any other
choice.

Neo suddenly sees it perfectly clear, fate rushing at him

like an oncoming train.

Tank kneels beside Morpheus' body.

TANK
 Morpheus, you were more than our
leader. You were... our father. We
will miss you, always.

Trinity can't bear to watch. As she closes her eyes, her

tears slip free.

Tank takes hold of the plug.

Neo is paralyzed, his whole life is suddenly suspended by

the finality of this moment hurling at him with the speed
of a bullet.

Tank closes his eyes --

NEO
Stop!

They both look at him.

NEO
Goddamnit! I don't believe this is
happening!

TANK
Neo, this has to be done!

NEO
Does it? I don't know. This can't
be just coincidence. It can't be!
Can it?

TANK
What are you talking about?

NEO
The Oracle. She told me this would
happen. She told me...

Neo stops, his stare fixed on Morpheus.

NEO
That I would have to make a
choice...

TRINITY
What choice?

He makes his choice. Turning, he walks to his chair.

TRINITY
What are you doing?

NEO
I'm going in after him.
 TRINITY
You can't!

NEO
I have to.

TRINITY
Morpheus sacrificed himself so we
could get you out! There's no way
you're going back in!

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

TRINITY
What?

NEO
I'm not the One, Trinity. The
Oracle hit me with that too.

Trinity is stunned.

TRINITY
No, you... have to be.

NEO
I'm sorry, I'm not. I'm just
another guy. Morpheus is the one
that matters.

TRINITY
No, Neo. That's not true. It can't
be true.

NEO
Why?

TRINITY
Because...

Uncertainty swallows her words and she is unable to tell

him what she wants to.

TANK
Neo, this is loco. They've got
Morpheus in a military-controlled
building. Even if you somehow got
inside, those are agents holding
him. Three of them! I want
Morpheus back, too, but what you are
talking about is suicide.

NEO
I know that's what it looks like,
 but it's not. I can't logically
explain to you why it's not.
Morpheus believed something and he
was ready to give his life for what
he believed. I understand that now.
That's why I have to go.

TANK
Why?

NEO
Because I believe in something.

TRINITY
What?

NEO
I believe I can bring him back.

Trinity stares at him, hovering on the edge that he just

jumped off. Her jaw sets and she starts climbing into the
chair beside him.

NEO
What are you doing?

TRINITY
I'm coming with you.

NEO
No, you're not.

TRINITY
No? Let me tell you what I believe.
I believe Morpheus means more to me
than he does to you. I believe that
if you are serious about saving him
then you are going to need my help
and since I am the ranking officer
on this ship, if you don't like it
then I believe that you can go to
hell, because you aren't going
anywhere else.

There is nothing more to say except --

TRINITY
Tank, load us up.

INT. EXECUTIVE OFFICE - 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? Besides a miracle...

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

INT. CONSTRUCT

Racks of weapons appear and they begin to 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. EXECUTIVE OFFICE - 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 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.

Agents Brown and Jones look at each other.

AGENT SMITH
Now!

They leave and Agent Smith sits beside Morpheus.

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

He removes his earphone, letting it dangle over his

shoulder.

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

He wipes sweat from Morpheus' forehead, coating the tips

of his fingers, holding them to Morpheus' nose.

AGENT SMITH
 Repulsive, isn't it?

He lifts Morpheus' head, holding it tightly with both

hands.

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

Morpheus sneers through the pain.

AGENT SMITH
Once Zion is destroyed, there is 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
You are going to tell me or you are
going to die.

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. GOVERNMENT BUILDING -DAY

A dark wind blows.

INT. GOVERNMENT BUILDING - 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 to the security
station, drawing nervous glances.

Dark glasses, game faces.

Neo calmly passes through the METAL DETECTOR which begins

to WAIL immediately.

A SECURITY GUARD moves over toward Neo, raising his metal

detection wand.

GUARD
Would you please remove any metallic
items you are carrying: keys, loose
change --

Neo slowly sets down his duffel bag and throws open his
coat, revealing an arsenal of guns, knives, and grenades
slung from a climbing harness.

GUARD
Holy shit --

Neo and Trinity are a blur of motion. In a split second,

three guards are dead before they hit the ground.

Chaos erupts; bystanders run for cover, POPPING CAPS

ECHOING in the stark official lobby.

A second wave of plainclothes cops and guards try to stop

them. They are met by the MUTED SPIT of a SILENCED GUN
and the razored WHISTLE of THROWING STARS.

Weapons like extensions of their bodies, are used with the

same deadly precision as their feet and their fists.

Bodies slump down to the marbled floor while Neo and

Trinity hardly even break their stride.

INT. EXECUTIVE OFFICE

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 - DAY

They get in. Trinity immediately drops and opens the

suitcase, wiring a plastique and napalm bomb.
INT. EXECUTIVE OFFICE - DAY

Agent Jones looks at Morpheus.

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

INT. ELEVATOR SHAFT - 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 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 sear
to the top.

INT. LOBBY - DAY

The ELEVATOR HITS the bottom.

BA-BOOM!

The MASSIVE EXPLOSION BLOWS OPEN the DOORS, fire clouds

engulfing the elevator section of the lobby.

INT. EXECUTIVE OFFICE - DAY

The Agents hear the BLAST of FIRE ALARMS.

AGENT JONES
Lower level --

AGENT BROWN
They are actually attacking.

Another 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 - DAY

The roof-access tower is now engulfed in flames as Neo and

Trinity stand amongst a pile of their fallen enemies.

Across the roof, the PILOT inside the army helicopter

watches the last of their 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 final 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 gunsmoke at --

The Agent blurred with motion --

Until the HAMMERS CLICK against the 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 Agent Jones standing

over him, raising his gun a final time.

AGENT JONES
Only human...

Suddenly Agent Jones stops. He hears a SHARP METAL CLICK.

Immediately, he whirls around and turns straight into the

muzzle of Trinity's .45 --

Jammed tight to his head.

TRINITY
Dodge this, mutherfucker!

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.

TRINITY
Neo, how did you do that?

NEO
Do what?

TRINITY
You moved like they moved. I've
never seen anyone move that fast.

NEO
It wasn't fast enough.

He checks his shoulder wound.

TRINITY
Are you all right?

NEO
I'm fine. Come on, we have to keep
moving.

Neo sees the helicopter.

NEO
Can you fly that thing.
 TRINITY
Not yet.

She pulls out the 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 Trinity's Supplement Drive punching
the "load" commands on her keyboard.

EXT. ROOF - 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 - 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!

INT. EXECUTIVE OFFICE - DAY

Agent Jones throws open the 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!

Neo grabs the climbing rope and attaches one end to his
harness.

INT. HALL - DAY

Just outside the executive office, three Marines blister

with snow-static.

INT. EXECUTIVE OFFICE - DAY

Slowly, Morpheus lifts his face into the room's rain.

When he finally opens his eyes, they are again dark and
flashing with fire.
He rises from the chair, snapping his handcuffs just as
the Agents enter the adjoining room.

Agent Smith stops and sees Morpheus run past the open
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 his 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 on to a bolted bar as --

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!

INT. MAIN DECK

Tank stares at the screen, his mouth agape.

TANK
He is the One. He's gotta be... but
why? He's gotta be!

EXT. GOVERNMENT BUILDING

Trinity is already pulling the copter up and away.

Anger boils up into Agent Smith and he points his gun,

targeting the helicopter. He'll bring them all down.

The helicopter crabs through the canyon of skyscrapers and

just as Agent Smith FIRES --

It disappears behind a building, Agent Smith's BULLETS

FRACTURING the huge PANES of skyscraper GLASS.

AGENT SMITH
Find them! Track them!

EXT. ROOFTOP - DAY

The helicopter touches down on the skyscraper in a swirl

of dust and gravel. Neo has an arm around Morpheus,
holding him up.

TRINITY
Morpheus!

She runs at him, slamming her arms around him.

MORPHEUS
Do you believe it now, Trinity?

Trinity looks at Neo.

NEO
Morpheus, the Oracle... she told
me --

MORPHEUS
She told you exactly what you needed
to hear. That's all. Sooner or
later, Neo, you're going to realize
just like I did the difference
between knowing the path and walking
 the path.

INT. MAIN DECK

The PHONE RINGS.

MORPHEUS (V.O.)
Tank.

TANK
Goddamn! It's good to hear your
voice, sir!

MORPHEUS (V.O.)
We need an exit.

TANK
Got one ready, sir. Subway. State
and Balbo.

MORPHEUS (V.O.)
We're on our way --

EXT. ROOFTOP - DAY

We rush at the roof access door as it suddenly slams open

and the three agents charge out.

But Neo, Trinity and Morpheus are already gone.

AGENT SMITH
Damnit!

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. SUBWAY STATION - DAY

An old man sits hunched in the far corner of the station,
shadows gathered around him like blankets. Mumbling, he
nurses from a bottle of Thunderbird when --

A PHONE begins to RING.

Neo leads Trinity and Morpheus bounding over a set of

turnstiles towards the ringing phone inside a graffiti-
covered booth.

NEO
Let's go! You first, Morpheus.

Morpheus gets in and answers the phone.

Lost in the shadow, the Old Man watches as Morpheus

disappears, the phone dropping, dangling by its cord. His
eyes grow wide, glowing white in the dark.

EXT. ROOFTOP - 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 around, staring --

INT. SUBWAY - OLD MAN'S POV - DAY

Through the Old Man's eyes as the world begins to RUMBLE.

TRINITY

hangs up the phone, then turns to Neo.

TRINITY
Neo, I have to tell you something.
I don't know what it means or even
if it matters but I feel I have to
say it.

The RUMBLE GROWS, the ground beginning to shake.

TRINITY
I've never told anyone this before.
I think I've been afraid to.

Behind her, the PHONE begins to RING.

TRINITY
When I went to the Oracle, she told
me... she told me that I would meet
 a man. And that I would fall in
love...

The RUMBLE RISES, drowning her voice. Neo is drawn

towards her, their lips close enough to kiss when a TRAIN
BLASTS into the station.

For a moment, they are frozen by the strobing lights of

the train until Neo whispers in her ear.

NEO
Promise me you'll tell me the rest?

She nods as he closes the booth. The PHONE RINGS once

more before she lifts the receiver when --

In the darkness of the far corner, Neo sees the old man in
the flashing train-light as he becomes --

Agent Smith, raising a fistful of black gun-metal.

NEO
No!

The GUN FIRES, the BULLET flying at her, BURSTING through

the PLASTIC WINDOW just as --

Trinity disappears.

The headset 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. SUBWAY STATION - DAY

The destroyed phone dangles in the empty booth. Neo turns

to Agent Smith whose gun stares at him like a third eye.
 AGENT SMITH
Mr. Anderson.

INT. MAIN DECK

Morpheus and Trinity stand behind Tank riveted to the

scrolling code.

TRINITY
Run, Neo. Run.

INT. SUBWAY STATION - DAY

Neo looks at the dead escalator that rises up behind him.

Slowly he turns back and in his eyes we sees something
different, something fixed and hard like a gunfighter's
resolve.

There is no past or future in these eyes. There is only

what is.

INT. MAIN DECK

Trinity is unable to understand.

TRINITY
What is he doing?

MORPHEUS
He's beginning to believe.

INT. SUBWAY STATION - DAY

Neo whip-draws his gun flashpoint speed of lightning as --

Smith OPENS FIRE.

GUN REPORT THUNDERS through the underground, both men

BLASTING, moving at impossible speed.

For a blinking moment we enter BULLET-TIME.

Gun flash tongues curl from Neo's gun, bullets float

forward like a plane moving across the sky, cartridges
cartwheel into space.

An instant later they are nearly on top of each other,

rolling up out of a move that is almost a mirrored
reflection of the other --

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

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

Agent Smith smiles.

AGENT SMITH
You're empty.

Neo pulls the TRIGGER. CLICK.

NEO
So are you.

The smile falls. Agent Smith yanks his TRIGGER.

CLICK.

Agent Smith's face warps with rage and he attacks, fists

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
I'm going to enjoy watching you die,
Mr. Anderson.

Agent Smith attacks with unrelenting fury, fists pounding

Neo 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. SUBWAY STATION - DAY

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

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

The sound of an ON-COMING TRAIN.

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

The world again 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
Good-bye, 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 backflips 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

Tank searches the Matrix.

TRINITY
What just happened?

TANK
I don't know. I lost him.

MORPHEUS
He's on the run --

Suddenly, a SIREN sounds.

TANK
Oh shit!

Morpheus bolts to the ladder.

INT. COCKPIT

Morpheus climbs into the cockpit. On the hologram radar,

he sees the Sentinels.

TRINITY
Oh no.

Trinity is behind him.

TRINITY
How long?

MORPHEUS
Five minutes. Maybe six.

Morpheus lifts the headset.

MORPHEUS
Tank, charge the E.M.P.

TANK (V.O.)
Yes, sir.

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

MORPHEUS
 I know, Trinity. Don't worry. He's
going to make it.

EXT. CITY STREET - DAY

A BUSINESSMAN walks along the sidewalk, wheeling and

dealing into his cell phone when it disappears, snatched
by Neo as he flashes by.

MAN
What the shit -- My phone!

The Man turns to call for help and when he turns back, it
is Agent Smith.

Neo is in a full out sprint, spinning and weaving away

from every pedestrian, every potential Agent.

He flips open the cell phone and dials long distance.

INT. HOVERCRAFT

Tank answers.

TANK
Operator.

NEO (V.O.)
Mr. Wizard, get me the fuck out of
here!

EXT. CITY STREET - DAY

A pickup truck swerves onto the sidewalk behind him,

driven by Agent Jones.

NEO
Hurry, Tank! I got some serious
pursuit!

Neo dodges down an alley.

INT. HOVERCRAFT

The KEYBOARD CLICKING, Tank searches for an exit. Trinity

screams into the headset.

TRINITY
Neo, you better get your ass back
here!
EXT. ALLEY

Neo burns down the alley, the pickup fishtailing behind

him, gaining fast.

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

He runs, feet digging, legs pumping and just before the

truck buries him --

He dives into a gangway at the last second.

INT. MAIN DECK

Tank speed-reads the reams of Matrix code.

TANK
I got a patch on an old exit.
Wabash and Lake. A hotel. Room
303.

EXT. CITY STREET

Neo springs from the gangway, head swiveling in all

directions.

NEO
Which way? Which way?

TANK (V.O.)
Duck!

He ducks as a SWARM of BULLETS CHEW into the BRICK WALL

behind him and spring full bore down the street, Agent
Smith right behind him.

TANK (V.O.)
Go straight!

Neo hauls ass, juking, ducking and diving, feet hardly

touching the ground.

TANK (V.O.)
Watch for those Girl Scouts!

Agent Jones emerges from a bus full of Girl Scouts that

are unloading on his right.

Neo veers left as Agent Brown rises from behind a

newspaper up ahead.

TANK (V.O.)
Left! Take a left!
He does, finding himself in an open market --

That teems with people.

Neo screams and kamikazes his way down the little avenues
lined with vendors and shops.

He careens through the labyrinth, out of control. And at

every turn there is an Agent; appearing from crowds,
behind fish counters, tent flaps, and crates.

Neo spins. He can't shake them. They are everywhere.

He dives from the maze down a service alley.

INT. MAIN DECK

Tank reaches out to the monitor.

TANK
No! Not down there!

EXT. ALLEY

It is a dead end.

Neo turns back as the Agents emerge from the market.

NEO
Uh, help! Need a little help!

INT. MAIN DECK

Tank frantically scans the monitor like a road map.

TANK
That door on your left.

EXT. ALLEY

Neo dives for it but --

NEO
It's locked.

TANK (V.O.)
Kick it in! Kick it in!

Peeling back, Neo almost kicks the door from its hinges,
lunging from the Agents' BULLETS.
INT. APARTMENT BUILDING

Neo springs up the old crooked apartment building stairs.

TANK (V.O.)
Now down that hall.

He is halfway down the hall, running in sharp long strides

when a DOOR EXPLODES open at the end.

TANK
Shit! The door on your left.

Neo lurches, kicking in an apartment door.

TANK
No! Other left!

He whirls back to his other left, battering through the

DOOR which SPLINTERS, PERFORATED by BULLETS.

Tank barks directions in Neo's ear, guiding him zigzag

through the apartment.

TANK (V.O.)
Right! Straight, then right!

An old woman watches TV as Neo blurs past her and into her
kitchen, where another woman is chopping vegetables.

TANK (V.O.)
That window!

Neo throws it open, leaping for the fire escape just as a

knife buries itself in the window casing.

TANK
Down! Down!

Tumbling down the RATTLING FIRE ESCAPE, Neo leaps the last
ten feet into the alley below with Agent Brown right
behind him.

INT. MAIN DECK

Finger on the monitor, Tank traces Neo's path.

TANK
That's it! You're almost there!
That fire escape at the end of the
alley!

EXT. ALLEY
Neo scrapes himself to his feet, broken and bleeding,
charging for the end of the alley.

Agent Smith suddenly pauses as if recognizing something;

the faded NEON BUZZES: Chase Hotel.

INT. HOVERCRAFT

Tank loads the exit.

TANK
I'm going to make the call.

MORPHEUS
Do it!

Suddenly, the lights go red.

TRINITY
No.

Morpheus looks up.

MORPHEUS
Here they come.

EXT. SEWER MAIN

The Sentinels open and shift like killer kaleidoscopes as

they attack, slamming down onto the Nebuchadnezzar.

INT. HOVERCRAFT

The hovercraft booms down as they hit. Morpheus opens the

lock on the EMP detonator.

Trinity watches him.

MORPHEUS
He's going to make it.

EXT. ALLEY - DAY

Neo scrambles up the fire escape as BULLETS spark and

RICOCHET around him.

On the third floor, he kicks in the window, jumping into

the hall. The doors count backwards: 310... 309...

INT. MAIN DECK

Another systems ALARM sounds.

TANK
They've burned through the outer
shields.

TRINITY
Hurry, Neo.

INT. HALL - DAY

Neo can hear the PHONE RINGING.

305... 304...

Agent Brown reaches the broken window behind him just as

Neo grabs the handle to 303, throwing open the door to
find --

Agent Smith, waiting, .45 cocked.

Neo can't move -- can't think --

BOOM.

INT. MAIN DECK

Neo's body jerks, and everyone hears it as the LIFE

MONITORS SNAP FLATLINE.

Trinity screams. Morpheus stumbles back in disbelief.

MORPHEUS
No, it can't be. It can't be.

LASERS suddenly SEAR through the main deck as the

Sentinels slice open the hull.

INT. HALL - DAY

Three holes in his chest, Neo falls to the blue shag

carpeting, blood smearing down the wall paper. Agent
Smith stands over him, still aiming, taking no chances.

AGENT SMITH
Check him.

INT. MAIN DECK

Amid the destruction raining around her, Trinity takes

hold of Neo's body.
 TRINITY
Neo...

INT. HALL - DAY

Kneeling beside him, Agent Brown checks his vital signs.

AGENT BROWN
He's gone.

Agent Smith smiles, standing over him.

AGENT SMITH
Good-bye, Mr. Anderson.

INT. MAIN DECK

In tears, Morpheus takes hold of the EMP switch.

Trinity whispers in Neo's ear.

TRINITY
Neo, please, listen to me. I
promised to tell you the rest. The
Oracle, she told me that I'd fall in
love and that man, the man I loved
would be the One. You see? You
can't be dead, Neo, you can't be
because I love you. You hear me? I
love you!

Her eyes close and she kisses him, believing in all her
heart that he will feel her lips and know that they speak
the truth.

INT. HOTEL HALL - DAY

He does. And they do.

His eyes snap open.

INT. MAIN DECK

Trinity screams as the MONITORS JUMP back to LIFE. Tank

and Morpheus look at each other.

It is a miracle.

TRINITY
Now get up!
INT. HALL - DAY

Holding his chest, Neo struggles to get up. At the end of

the hall, the Agents wait for the elevator when Agent
Smith glances back. He rips off his sunglasses looking at
Neo as if he were looking at a ghost.

Neo gets to his feet, all three Agents grabbing for their
GUNS. As one, they FIRE.

NEO
No!

Neo raises his hands and the bullets, like a cloud of

obedient bees, slow and come to a stop. They hang frozen
in space, fixed like stainless steel stars.

The Agents are unable to absorb what they are seeing.

Neo plucks one of the bullets from the air. We see him
and the hall reflected in the bright casing. We MOVE
CLOSER until the bullet FILLS our VISION and the distorted
reflection morphs, becoming the "real" image.

He drops the bullet and the others fall to the floor.

Neo looks out, now able to see through the curtain of the
Matrix. For a moment, the walls, the floor, even the
Agents become a rushing stream of code.

INT. MAIN DECK

All three stare transfixed with awe as the scrolling code

accelerates, faster and faster, as if the machine language
was unable to keep up or perhaps describe what is
happening.

They begin to blur with brilliant saturated color images

of Neo standing in the hall.

TANK
How...?!

MORPHEUS
He is the One. He is the One!

An EXPLOSION shakes the entire ship.

INT. HALL

Agent Smith screams, his calm machine-like expression

shredding with pure rage.
He rushes Neo. His attack is ferocious but Neo blocks
each blow easily. Then with one quick strike to the chest
he sends Agent Smith flying backwards.

For the first time since their inception, the Agents know
fear.

Agent Smith gets up and attacks again but as he lunges,

Neo disappears.

Spinning around he looks to the others and feels

something, like a tremor before a quake, something deep,
something that is going to change everything.

Suddenly a SEARING sound stabs through his earpiece as his

chest begins to swell, then balloon as --

Neo bursts up out of him. Agent Smith screams, fighting

what seems inevitable as Neo absorbs and envelops him,
overtaking Smith as if he were now an Agent, until --

Only Neo is left.

Neo faces the remaining Agents. They look at each other,

the same idea striking simultaneously --

They run.

INT. MAIN DECK

Sentinels are everywhere destroying the ship. A LASER

cuts its way towards Morpheus who stands at the EMP
detonator.

TRINITY
Neo!

INT. HALL

Again he hears her. He reacts to the RINGING PHONE,

rushing towards it even as --

INT. MAIN DECK

The LASERS burn towards Morpheus. On the screen we see

Neo dive for the phone as --

The LASER HITS.

TRINITY
Now!

Morpheus turns the key.

INT. OVERFLOW PIT

A blinding shock of white light floods the chamber;

Sentinels blink and fall instantly dead, filling the pit
with their cold metal carcasses.

INT. HOVERCRAFT

In the still darkness, only the humans are alive.

TRINITY
Neo?

His eyes open. Tears pour from her smiling eyes as he

reaches up to touch her.

And she kisses him; it seems like it might last forever.

FADE TO BLACK.

FADE IN:

CLOSE 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 can feel you now.

We CLOSE IN ON the racing columns of numbers shimmering

across the screen.

NEO (V.O.)
I imagine you can also feel me.

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 slides on a pair of

sunglasses. He looks up and we RISE.

HIGHER...

... and HIGHER, until the city is miles below.

After a moment, Neo BLASTS BY us, his long black coat

billowing like a black leather cape as he flies faster
then a speeding bullet.

FADE OUT.

THE END