The Matrix

NUMBERED SHOOTING SCRIPT
March 29, 1998
Edited out of the movie
Added into the move
Differences in the 1996 script

FADE IN:
ON COMPUTER SCREEN

…so close it has no boundaries.

A blinding 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 --

Yeah?

Data now slashes across the screen, information flashing faster then we can read: "Call trans opt: received. 2-19-98 13:24:18 REC:Log>."

Is everything in place?

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.

The entire screen with racing columns of numbers. Shimmering like green-electric rivers, they rush at a 10-digit phone number in the top corner.

You weren't supposed to relieve me.

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.

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.

Don't be ridiculous.

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

Morpheus believes he is the One.

Only two thin digits left.

Do you?

I… it doesn't matter what I believe.

You don't, do you?

The final NUMBER POPS into place --

Did you hear that?

Hear what?

On screen: "Trace complete. Call origin: #312-555- 0690.

Are you sure this line is clean?

Yeah, 'course I'm sure.

We MOVE STILL CLOSER, the ELECTRIC HUM of the green NUMBERS GROWING into an ominous ROAR.

I better go.

She hangs up as we PASS THROUGH the numbers, entering the nether world of the computer screen. Suddenly, a flash- light cuts open the darkness and we find ourselves in --

INT HEART O' THE CITY 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.

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.

Hands behind your head! Now! Do it!

She slowly puts her hands behind her head.

EXT HEART O' THE CITY HOTEL - NIGHT

A black sedan with tinted windows glides in through the police cruisers. AGENT SMITH, AGENT BROWN, and AGENT JONES 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.

Lieutenant?

Oh shit.

Lieutenant, you were given specific orders --

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

The orders were for your protection.

The Lieutenant laughs.

I think we can handle one little girl.

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

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

No, Lieutenant, your men are already dead.

INT HEART O' THE CITY 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 the 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.

Shit.

EXT HEART O' THE CITY HOTEL

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

INT HEART O' THE CITY HOTEL

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

Operator.

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

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

Are there any Agents?

Yes.

Goddamnit!

You have to focus. There is a phone. Wells and Lake. You can make it.

She takes a deep breath, centering herself.

All right --

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 roof 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.

That's it, we got her now.

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 hits, somersaulting up, still running hard.

Jesus Christ -- that's impossible!

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

It is a dizzying chase up and over the dark plateaued landscape of rooftops and sheer cliffs of brick. Ahead, she sees her only chance, 50 feet beyond the point where her path drops away into a paved chasm, there is!--

EXT WINDOW

A yellow glow in the midst of a dark brick building.

Trinity zeros in on it, running as hard as she can and --

Hurtles herself 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 --

INT BACK STAIRWELL

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.

She wheels on the smashed opening above, her gun instantly in her hand, trained, waiting for Agent Brown but is met by only a slight WIND that HISSES against the fanged maw of broken glass.

Trinity tries to move. Everything hurts.

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

She stands and limps down the rest of the stairs.

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, it's 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 --

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 and Brown walk up behind him.

She got out.

It doesn't matter.

The informant is real.

Agent Smith almost smiles.

Yes.

We have the name of their next target.

The name is Neo.

The handset of the pay phone lays on the ground, separated in the crash like a severed limb.

We'll need a search running.

It's already begun.

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 CRACKLES with phosphorescent energy, the word "searching" blazing in around us as we EMERGE FROM a computer screen.

The screen flickers with windowing data as a search engine runs with a steady relentless rhythm.

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.

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."

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.

Who is it?

It's Choi.

Neo flips a series of locks and opens the door, leaving the chain on. A young Chinese MAN stands there with several of his friends.

You're two hours late.

I know. It's her fault.

You got the money?

Two grand.

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

Hold on.

He closes the door. On the floor near his bed is a book, Baudrillard's Simulacra and 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.

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

If you get caught using that --

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

Right…

Neo nods as the strange feeling of unrealness suddenly returns.

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

I don't know… My computer…

He looks back at Choi, unable to explain what just happened.

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

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.

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

Definitely.

I can't. I have to work tomorrow.

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.

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 predominately in black, people are everywhere, gathered in cliques around pieces of furniture like jungle cats around a tree.

Neo stands against a wall, alone, sipping from a bottle of beer, feeling completely out of place. He is about to leave when he notices a woman staring at him.

The woman is Trinity. She walks straight up to him.

In the nearest room, shadow-like figures grind against each other to the pneumatic beat of INDUSTRIAL MUSIC.

Hello, Neo.

How do you know that name?

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

Who are you?

My name is Trinity.

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

That was a long time ago.

Gee-zus.

What?

I just thought… you were a guy.

Most guys do.

Neo is a little embarrassed.

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

That was you on my computer?

She nods.

How did you do that?

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

Of what?

They're watching you, Neo.

Who is?

Please. Just listen. I know why you're here, Neo. I know what you've been doing. I know why you hardly sleep, why you live alone and why, night after night, you sit at your computer. You're looking for him.

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

I know because I was once 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.

It's the question that drives us, the question that brought you here. You know the question just as I did.

What is the Matrix?

She leans close, her lips almost touching his ear.

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 A.M.

Shitshitshit.

EXT SKYSCRAPER

The downtown office of Meta CorTechs, a software development company.

INT META 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.

You have a problem with authority, Mr. Anderson. You believe that you are special, that somehow the rules do not apply to you.

Obviously, you are mistaken.

His long, bony fingers resume clicking the keyboard.

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

He turns again.

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

Yes, Mr. Rhineheart. Perfectly clear.

INT NEO'S CUBICLE

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

Thomas Anderson?

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

Yeah. That's me.

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

Have a nice day.

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

Hello?

Hello, Neo. Do you know who this is?

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

Morpheus…

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.

Who's coming for me?

Stand up and see for yourself.

Right now?

Yes. Now.

Neo starts to stand.

Do it slowly. The elevator.

His head peeks up over the partition. At the elevator, he sees Agent Smith, Agent Brown and Agent Jones leading a group of cops. A female employee turns and points out Neo's cubicle.

Neo ducks.

Holy shit!

Yes.

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

What the hell do they want with me?!

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

How?!

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

The agents are moving quickly towards the cubicle.

The cubicle across from you is empty.

But what if…?

Go! Now!

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

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

Stay here for a moment.

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

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

A little longer…

Brown is talking to another employee.

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.

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.

INT EMPTY OFFICE

The room is empty.

Good. Outside there is a scaffold.

How do you know all this?

Morpheus laughs quietly.

The answer is coming, Neo. We don't have time, Neo. There is a window in front of you. Go to it. Open it.

He opens the window. The WIND HOWLS into the room.

You can use the scaffold to get to the roof.

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

No way, no way, this is crazy.

There are only two ways out of this building. One is that scaffold. The other is in their custody. You take a chance either way. I leave it to you.

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

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

He climbs up onto the window ledge. Hanging onto the frame, he steps onto the small ledge. The scaffold seems even farther away.

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.

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

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 rearview mirror of her motorcycle.

Shit.

INT INTERROGATION ROOM

CLOSE ON a camera monitor; a wide angle view of a white room where Neo is sitting at a table alone. We MOVE INTO the monitor, entering the room as if the monitor 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. The name on the file: "Anderson, Thomas, A."

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.

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.

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.

One of these lives has a future. One of them does not.

He closes the file.

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.

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. The fact is 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.

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.

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

Neo nods to himself.

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

He does.

And you give me my phone call!

Agent Smith puts his glasses back on.

You disappoint me, Mr. Anderson.

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

Agent Smith smiles.

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.

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 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.

This line is tapped so I must be brief.

The Agents --

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

What are you talking about? What the hell is happening to me?

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. ...but I've spent my entire life looking for you.

Neo feels sick.

Do you still want to meet?

…Yes.

Go to 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. Rain pours from a black sky.

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.

Get in.

A large man named APOC is driving. Beside him is a beautiful androgyne called SWITCH, aiming a large gun at Neo. WINDOW WIPERS BEAT HEAVILY against the windshield.

What the hell is this?!

It's necessary, Neo. For our protection.

From what?

From you.

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

Take off your shirt.

He looks at the strange device and the gun still trained on him.

What? Why?

Stop the car.

Apoc does.

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

Fine.

Neo opens the door.

Neo, please, you have to trust me.

Why?

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

Neo stares out into the sheets of rain railing against the dark street beyond the open door.

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

He closes the door.

EXT DARK STREET

A moment later the green street lights curve car's tinted windshield as it rushes through underworld.

INT CAR

Neo grudgingly strips off his T-shirt.

Lie back.

Trinity aims the device at Neo, its glass snout forming a seal over his navel. Switch snaps a cable into the front seat cigarette lighter.

What is this thing?

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.

Come on, come on…

On a small monitor that projects an ultrasound-like image, we see Neo's insides begin to slither and churn. He gasps as something wiggles beneath his skin inside his stomach.

It's on the move.

Shit.

You're gonna lose it.

No I'm not. Clear.

The foreboding word hangs in Neo's ear for a moment when Trinity squeezes a trigger. Electric current hammers into Neo and rigid convulsions take hold of him beneath the flickering car lamp until --

Something finally rockets wetly out of Neo's stomach through the extractor's coils.

Jesus Christ! It's real?! That thing is real?!

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 into the rainy night.

EXT HOTEL LAFAYETTE

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

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.

This is it.

Neo can hear his own heart pounding.

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

INT ROOM 1313

Across the room, a DARK FIGURE stares out the tall windows veiled with decaying lace. He turns and his smile lights up the room. A dull ROAR of THUNDER shakes the old building.

At last.

He wears a long black coat and his eyes are invisible behind circular mirrored glasses. He strides to Neo and they shake hands.

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

It's an honor.

No, the honor is mine. Please. Come. Sit.

He nods to Trinity and she exits through a door to an adjacent room. They sit across from one another in cracked, burgundy-leather chairs.

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

You could say that.

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

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

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

Do you believe in fate, Neo?

No.

Why not?

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

I know exactly what you mean.

Again, that smile that could cut glass.

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?

The Matrix?

Do you want to know what it is?

Neo swallows hard and nods.

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

What truth?

That you are a slave, Neo. 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.

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.

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

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

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

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

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

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

Follow me.

INT OTHER ROOM

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, Switch and Cypher look up as they enter.

Apoc, are we on-line?

Almost.

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

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 him. Near the chair is an old oval dressing mirror that is cracked.

Neo whispers to Trinity:

You did all this?

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

The pill you took is part of a trace program. It's designed to disrupt your input/output carrier signal so we can pinpoint your location.

What does that mean?

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.

Did you…?

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.

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

A flash of lightning flickers white hot against Neo.

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

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

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.

Uh-oh…

It's going into replication.

Apoc?

Still nothing.

Morpheus takes out a cellular phone and dials a number.

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.

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

It's cold.

I got fibrillation!

Shit! Apoc?

Streams of mercury run from Neo's nose.

Targeting… almost there.

An ALARM on Trinity's monitor ERUPTS.

He's going into arrest!

Lock! I got him!

Now, Tank, now!

His eyes tear with mirror, rolling up and closing as a HIGH-PITCHED ELECTRIC SCREAM erupts in the HEADPHONES.

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

Neo's body arches in agony 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 magenta 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 magenta 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 magenta 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.

INT SEWER MAIN

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.

Welcome to the real world, Neo.

Neo passes out.

FADE TO BLACK.

FADE IN:
INT HOVERCRAFT

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

We've done it, Trinity. We found him.

I hope you're right.

I don't have to hope it. I know it.

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

…am I dead?

Far from it.

FADE TO BLACK.
INT HOVERCRAFT - INFIRMARY

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

He still needs a lot of work.

DOZER and Morpheus are operating on Neo.

What are you doing?

Your muscles have atrophied. We're rebuilding them.

Fluorescent light sticks burn unnaturally bright.

Why do my eyes hurt?

You've never used them before.

Morpheus closes Neo's eyes and Neo lays back.

Rest, Neo. The answers are coming.

INT NEO'S ROOM

Neo wakes up from a deep sleep, feeling better. 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 runs his hand over the short hair now covering his 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.

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

More important than what is when?

When?

You believe the year is 1997 1999 when in fact it is much closer to 2197 2199. I can't say for certain what year it is because we honestly do not know.

The wind is knocked from Neo's chest.

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

INT HOVERCRAFT

Like a sleepwalker, Neo follows Morpheus through the ship.

This is my ship, the Nebuchadnezzar. It's a hovercraft.

They climb a ladder up to the main deck.

INT MAIN DECK

Everyone is there.

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

Trinity smiles and nods.

The ones you don't know. That's Mouse, Cypher, and Switch. Those two guys are Tank and Dozer.

The names and faces wash meaninglessly over Neo.

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

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

You want to know what the Matrix is, Neo? The answer is right here.

He touches the back of Neo's head.

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.

Try to relax. 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.

This is the Construct.

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

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

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

Right now, we're inside a computer program?

Morpheus smiles.

Is it so hard to believe? Your clothes are different, the plugs in your arms and head are gone. Look at your hair, you were bald a moment ago.

Neo touches his head.

It's what we call residual self image. The mental projection of your electronic self. Wild, isn't it?

Neo's hands run over the cracked leather.

This -- This isn't real?

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

He picks up a remote control and clicks on the television. On the television, we see images of the Twentieth Century city where Neo lived.

This is the world you know. The world as it was at the end of the Twentieth Century. It exists now only as part of a neural- interactive simulation that we call the Matrix.

He changes the channel and we see a very different city as we enter the television.

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 the world as it exists today.

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

Welcome to 'The desert of the real.'

Beneath us, the water 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. Neo clings to the chair, trying to get his bearings.

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.

A.I.? You mean artificial intelligence?

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.

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.

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

On the flash, we PULL BACK from the darkness which reveals itself to be the black eye of a fetus.

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.

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.

There are fields, endless fields where human beings are no longer born; we are grown.

We RISE UP, the field stretching in every direction to the horizon, lightning tearing open the sky as a harvester sweeps past us.

From the yawning black of the waste port, we begin to PULL BACK as it snaps shut.

Red amniotic gel flows into the pod below us, pooling around a tiny newborn that suckles its feed tube.

For the longest time, I wouldn't believe it. But then I saw the fields with my own eyes, 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 power plant now on the television as we return to the white space of the construct.

Morpheus steps INTO VIEW as he clicks off the television.

What is the Matrix? Control.

He opens the back of the television remote control.

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.

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

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

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.

Get this thing out of me!

Easy, Neo. Easy.

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

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.

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

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.

I can't go back, can I?

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

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

Deep down, Neo knows that answer.

I feel that I owe you an apology. There is a rule that we do not free a mind once it reaches a certain age. It is dangerous.

They have trouble letting go. Their mind turns against them. I've seen it happen. I'm sorry. I broke the rule because I had to.

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

He pauses.

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 truth; as long as the Matrix exists, the human race will never be free.

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

Neo can feel his eyes on him.

I did what I did because I believe the search is over.

He stands up.

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

For what?

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.

Morning. Did you sleep?

No.

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

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

You don't have…

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

Zion?

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

It's a city?

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

Where is it?

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

(he smiles)

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.

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.

How about some combat training?

Neo reads the label on the disk.

Jujitsu? I'm going to learn jujitsu?

Tank slides the disk into Neo's supplement drive.

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.

Holy shit!

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

Hell yes!

INT MAIN DECK

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.

How is he?

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.

This is incredible. I know kung fu.

Show me.

INT DOJO

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

This is a sparring program, similar to the programmed reality of the Matrix. 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. Understand?

Neo nods as Morpheus assumes a fighting stance.

Then hit me, if you can.

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

MOUSE bursts into the room, interrupting dinner.

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.

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.

How did I beat you?

You -- You're too fast.

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

Neo is frustrated, still unable to catch his breath.

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

Neo stands, nodding slowly.

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.

Jeezus Keeerist! He's fast! Look at his neural-kinetics! They're way above normal!

INT DOJO

Morpheus begins to press Neo, countering blows while slipping in several stinging slaps.

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.

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. Neo stops short of punching Morpheus square in the face.

INT MAIN DECK

There are several gasps.

I don't believe it!

INT DOJO

Morpheus rubs his face, then smiles.

I know what you're trying to do --

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.

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

Okie dokie. Free my mind. Right. No problem.

He takes a deep breath. And starts to run.

INT MAIN DECK

They are transfixed.

What if he makes it?

No one's ever made their first jump.

I know, but what if he does?

He won't.

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

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.

INT MAIN DECK

They break up.

What does it mean?

It doesn't mean anything.

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.

I thought it wasn't real.

Your mind makes it real.

Neo stares at the blood.

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

The body cannot live without the mind.

INT NEO'S ROOM

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

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.

I don't remember you ever bringing me dinner.

Trinity says nothing.

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

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

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

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.

The Matrix is a system, Neo, and that system is our enemy. But when you are inside and you look around, what do you see; businessmen, lawyers, teachers, carpenters. The minds of the very people we are trying to save. But until we do, these people are still a part of the system and that makes them our enemy.

A cop writing a parking ticket stares at Neo from behind his sunglasses.

You have to understand that most of these people are not ready to be unplugged and many of them are so inured, so hopelessly dependent on the system that they will fight to protect it.

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

Were you listening to me, Neo? Or were you looking at the woman in the red dress?

I was…

Look again.

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

Freeze it.

Everything except Morpheus and Neo freezes.

This -- this isn't the Matrix?

No, it's another training program designed to teach you one thing; if you are not one of us, you're one of them.

What are they?

Sentient programs. They can move in and out of any software still hardwired to their system. That means that anyone that we haven't unplugged is potentially an Agent. Inside the Matrix, they are everyone and they are no one.

Neo stares at the Agent.

We've survived by hiding from them, running from them, but they are the gatekeepers, they're guarding all the doors, holding all the keys, which means that sooner or later someone is going to have to fight them.

Someone?

I won't lie to you, Neo. Every single man or woman who has stood their ground, who has fought an Agent, has died. But where they failed, you will succeed.

Why?

I've seen an Agent punch through a concrete wall. Men have emptied entire clips at them and hit nothing but air. Yet their strength and their speed are still based on a world that is built by rules. Because of that they will never be as strong or as fast as you can be.

Neo scratches his head.

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

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.

We got trouble.

EXT SEWER MAIN

The Nebuchadnezzar blisters by, trailing a swirling, supercharged, electromagnetic wake.

INT COCKPIT

Morpheus slides into the copilot's chair next to Dozer.

Did Zion send the warning?

No. Another ship. Big Brother I think, they're running a parallel pipeline.

Morpheus scans the decayed landscape of the sewer main that rolls by as Neo and Trinity squeeze into the cockpit behind him. An ALARM BEGINS TO SOUND.

Shit, Squiddy's sweeping in quick.

Set it down in there.

Squiddy?

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

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.

How we doing, Tank?

INT MAIN DECK

Tank works furiously at the operator's station as the ceaseless WHIR of the ship's TURBINES GRIND TO a HALT. The main deck is plunged into dark silence. The rest of the screw stands behind him as he whispers.

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.

E.M.P.?

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

Dozer looks up.

Quiet.

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.

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

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

Sorry.

No, it's all right.

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

Is that…?

The Matrix? Yeah.

Neo stares at the endlessly shifting river of information, bizarre codes and equations flowing across the face of the monitor.

Do you always look at it encoded?

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.

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.

Why, oh why, 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.

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.

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

Neo looks up, unsure.

Why you're here?

…Yeah.

Gee-zus! What a mindjob. 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.

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.

Thanks… for the drink.

Cypher nods as Neo heads for the ladder.

Sweet dreams.

INT RESTAURANT (MATRIX) - NIGHT

CHAMBER MUSIC and the ambiance of wealth soak the restaurant around us as we watch a serrated knife saw through a thick, gorgeous steak. The meat is so perfect, charred on the outside, oozing red juice from the inside, that it could be a dream.

We hear a voice that we recognize immediately.

Do we have a deal, Mr. Reagan?

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

He shoves it in, eyes rolling up, savoring the tender beef melting in his mouth.

Ignorance is bliss.

Agent Smith watches him chew the steak loudly, smacking it between his teeth.

Then we have a deal?

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

Whatever you want, Mr. Reagan.

Cypher takes a deep drink of wine.

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

Access codes to the Zion mainframe.

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

Morpheus.

INT MESS HALL

CLOSE ON breakfast, a substance with a consistency somewhere between yogurt and cellulite.

Here you go, buddy. Breakfast of champions.

Tank slides it in front of Neo and takes a seat with the other crew members enjoying breakfast.

You mean the breakfast, lunch, and dinner of champions.

If you close your eyes, it almost feels like you're eating runny eggs.

Or a bowl of snot.

But you know what it really reminds me of? Cream of Wheat. Tasty Wheat. Did you ever eat Cream of Wheat?

No, but technically neither did you.

Exactly my point, because you have to wonder, how do the machines know what Cream of Wheat really tasted like? Maybe they got it wrong, maybe what I think Cream of Wheat tasted like actually tasted like oatmeal, or tuna fish. It makes you wonder about a lot of things. Take chicken for example. Maybe they couldn't figure out what to make chicken taste like which is why chicken tastes like everything. And maybe --

Shut up, Mouse.

Neo scoops up a spoonful.

It's a single-celled protein combined with synthetic aminos, vitamins, and minerals.

Everything your body needs. We grow it in a vat.

Oh no, it doesn't have everything the body needs.

He sidles up to Neo.

So I understand you've run through the Agent training program? You know, I wrote that program.

Here it comes.

So what did you think of her?

Of who?

The woman in the red dress. I designed her. She doesn't talk much but if you'd like to, you know, meet her, I could arrange a more personalized milieu.

The digital pimp hard at work.

Pay no attention to these hypocrites, Neo. To deny our impulses is to deny the very thing that makes us human.

Morpheus enters.

Dozer, when you're done, bring the ship up to broadcast depth. I want everyone on twelve-hour standby. We're going in. I'm taking Neo to see her.

With that he turns and leaves.

See who?

The Oracle.

INT MAIN DECK

Everyone is strapped into their chairs. Tank is at the operator's station.

All right, everyone please observe that the no smoking and fasten seat belt signs have been turned on. Sit back and enjoy your flight.

He strikes the enter key and we RUSH CLOCKWISE OVER the chairs, each body reacting as we…

CUT TO:
INT HOTEL LAFAYETTE - ROOM 1313

SPINNING COUNTER-CLOCKWISE AROUND an old PHONE that RINGS inside the empty room until we SPIN FULL CIRCLE and FIND everyone now standing there.

Morpheus answers the phone.

We're in.

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.

We should be back in an hour.

Cypher opens the driver's door of an old car 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.

Almost unbelievable, isn't it?

Neo nods as the car continues to wind through the crowded city.

God…

What?

I used to eat there… Really good noodles…

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

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

He turns to her.

What does that mean?

That the Matrix cannot tell you who you are.

But an Oracle can.

That's different.

Obviously.

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

Did you go to her?

Yes.

What did she tell you?

She told me…

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

What?

The car suddenly jerks to a stop.

We're here. Neo, come with me.

Neo and Morpheus get out of the car.

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.

So is this the same Oracle that made the, uh, prophecy?

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

The beginning?

Of the Resistance.

And she knows what? Everything?

She would say she knows enough.

And she's never wrong.

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

She helped you?

Yes.

What did she tell you?

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.

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

He reaches for the handle which turns without him even touching it. A WOMAN wearing white opens the door.

Hello, Neo. You're right on time.

INT ORACLE'S APARTMENT

It seems particularly normal.

Make yourself at home, Morpheus.

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.

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.

Do not try to bend the spoon.

That is impossible. Instead, only try to realize the truth.

What truth?

That there is no spoon.

Neo nods, staring at the spoon.

There is no spoon.

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.

The Oracle will see you now.

Spoon Boy smiles.

INT KITCHEN

An OLD WOMAN is huddled beside the oven, peering inside through a cracked door.

Hello?

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

You're the 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?

Yeah.

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

What vase?

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

That vase.

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.

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

How did you know…?

She sets the cookie tray on a wooden hot pad.

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

Smiling, she lights a cigarette.

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

Who?

Not too bright though.

She winks.

You know why Morpheus brought you to see me?

He nods.

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

Honestly? I don't know.

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

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.

Well, I better have a look at you. Open your mouth. Say, 'ahh.'

She widens his eyes, checks his ears, then feels the glands in his neck. She nods, then looks at his palms.

Okay, now I'm supposed to say, 'Hmmm, that's interesting but.'

Then you say --

But what?

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

I'm not the One.

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

What?

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

Neo almost has to laugh.

What's funny?

Morpheus. He almost had me convinced.

I know. Poor Morpheus. Without him we are lost.

What do you mean, without him?

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

Are you sure you want to hear this?

Neo nods.

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.

What?

You're going to have to make a choice. In one hand, you will have Morpheus's 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.

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.

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.

You don't have to tell anyone what she told you. What was said was said for you and you alone.

Neo nods and takes a bite of his cookie.

INT ROOM 1313 - DAY

Mouse's CELLULAR RINGS.

They're on their way.

EXT CITY STREET - DAY

As they get out of the car, Cypher smiles at Neo.

Cypher, following the others into the hotel, nervously glances around, wiping the sweat from his forehead.

INT MAIN DECK

Sweat rolls down Cypher's face and neck. At the operator's station, Tank is typing rapidly.

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.

Six figures glide up the dark stairs that wind around the antique elevator.

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

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

Whoa. Deja vu.

Those words stop the others dead in their tracks.

INT MAIN DECK

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

Oh shit! Oh shit!

INT HOTEL LAFAYETTE - DAY

Trinity turns around, her face tight.

What did you just say?

Nothing. Just had a little deja vu.

What happened? What did you see?

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

How much like it? Was it the same cat?

It might have been. I'm not sure.

Trinity looks at Morpheus who listens quietly to the RASPING breath of the old BUILDING.

What is it?

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

She also listens as the staccato BEAT of HELICOPTER BLADES GROWS ominously LOUD.

INT MAIN DECK

Tank sees what was changed.

INT STAIRCASE - DAY

Morpheus looks up the stairs as he hears a HELICOPTER.

Come on!

Apoc slaps a gun into Neo's hand.

Something to ward off evil spirits. I hope the Oracle gave you some good news.

Neo nods, stuffing it into his belt.

INT BASEMENT - DAY

Heavy bolt cutters snap through the main phone cable.

INT ROOM 1313 - DAY

Hearing the HELICOPTER, Mouse goes to the draped windows.

His CELLULAR RINGS. He answers it.

They cut the hardline! It's a trap! Get out!

Mouse yanks open the curtain.

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.

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.

INT STAIRS - DAY

Flying downstairs, Morpheus stops, hearing POLICE SWARMING below.

INT HALL - DAY

He turns and rushes down the hall of the eighth floor. At the end of it, he finds the bricked-up windows.

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

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

Give me your phone.

Cypher reaches for his phone, to an empty pocket.

They'll be able to track it.

We have no choice.

Morpheus rips off his jacket.

INT MAIN DECK

Tank answers the call.

Operator.

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

INT HOTEL LAFAYETTE - DAY

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

INT MAIN DECK

The diagram windows onto the screen.

Got it.

I need the main wet-wall.

INT ROOM 1313 - DAY

Agent Smith stands over Mouse's dead body, his hand going to his earpiece.

INT ROOM 808 - DAY

Morpheus is guided by Tank.

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

Good.

INT ROOM 1313 - DAY

Agent Smith hears the LINE CLICK dead.

CONTINUED:

Eighth floor. They're on the eighth floor.

Agent Brown listens to his earpiece.

INT STAIRWELL - DAY

Boots clatter up the marble staircase.

INT HALL - DAY

Cops flood the eight 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 lath.

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

Agent Brown and Agent Smith stand over Morpheus's jacket.

Where are they?

INT ROOM 608 - 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 608 - DAY

The COP leans in, his ear almost against the thin membrane of plaster separating them.

Trinity and the others quietly climb down the wet-wall. Morpheus finds footing on an outcrop of plumbing, sending dust floating over the others below. Cypher holds a hand over his mouth, but can't help himself. He coughs!

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 of soot-black space.

Neo finds his GUN first and begins BLASTING wildly through the plaster and lath.

INT ROOM 608 - DAY

The Cop 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.

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.

Morpheus!

Morpheus squeezes Agent Smith's throat.

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.

No. No! Morpheus! Don't!

Trinity! Go!

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

Go!

We can't leave him!

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.

Soldier's blinding lights cut open the darkness as Trinity, Neo and the others crash through the ceiling. Around them they hear a chorus of short, sharp coughs of grenade launchers from gas-masked figures.

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.

Come on!

Cypher seems to trip as the cloud envelops him.

Trinity watches Cypher disappear into the smoke, then follow the others down the wet-black hole.

INT ROOM 608 - DAY

Morpheus and Agent Smith remain on the ground, locked in each other's death grip.

The great Morpheus. We meet at last.

And you are?

Smith. I am Agent Smith.

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.

Agent Smith, unfazed, smiles, blood oozing from the shattered bridge of his nose, and returns Morpheus's head butt with three of his own in pneumatic succession.

Morpheus staggers back, his body going slack when another kick buries him deep into crunching plaster and lathe.

Morpheus turns in time to see a wall of men in the doorway.

Take him.

The wall of cops rushes 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.

No!

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. Trinity climbs out.

INT MAIN DECK

Tank is again at the monitors, searching the Matrix when the PHONE RINGS.

Operator.

I need an exit! Fast!

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.

There was an accident. A goddamn car accident. All of a sudden. Boom.

Jesus, someone up there still likes me.

I got you.

Just get me outta here.

Nearest exit is Franklin and Erie. An old TV repair shop.

Cypher hangs up and smiles as we hear FIRE TRUCKS in the distance.

INT MAIN DECK

The PHONE RINGS. Tank answers.

Tank, it's me.

EXT STREET - DAY

All four are moving quickly down a back street.

Is Morpheus alive?

Is Morpheus still alive, Tank?

Yes. They're moving him. I don't know where yet.

He's alive.

Again, inevitability seems to cinch around Neo.

We need an exit!

You're not far from Cypher.

Cypher, I thought --

So did we. I sent him to Franklin and Erie.

Got it.

EXT HOTEL LAFAYETTE

In a deserted alley, Cypher steps onto a dumpster in front of a small boarded-up window.

INT TV REPAIR SHOP - 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 TV repair shop.

INT MAIN DECK

Tank punches the exit command.

Got him.

Cypher's body twitches in its harness, jerking itself awake.

INT TV REPAIR SHOP - 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 TV REPAIR SHOP - DAY

The PHONE begins to RING as the others crawl in.

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.

Shit.

Tank is on his feet, lunging when Cypher FIRES again, square into his chest.

No!

INT TV REPAIR SHOP - DAY

The PHONE is still RINGING.

You first, Neo.

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

What happened?

I don't know. It just went dead.

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

INT MAIN DECK

The operator PHONE begins to RING. Cypher steps over the SIZZLING BODY of Dozer and looks at the monitor.

INT TV REPAIR SHOP - DAY

Every unanswered RING wrings her gut a little tighter, until --

Hello, Trinity.

Cypher? Where's Tank?

INTERCUT WITH:
INT MAIN DECK

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

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

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

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

You killed them.

What?!

Oh, God.

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

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 goddamn goop every day. But most of all, I'm tired of this jagoff and all of his bullshit.

Cypher leans over, talking to Morpheus.

Surprise, asshole. But you never saw this coming, did you? God, I wish I could be there when they break you. I wish I could walk in just as it happens, so right then, you'd know it was me.

My God. Morpheus. You gave them Morpheus.

He lied to us, Trinity! He tricked us! If he would've told us the truth, we would've told him to shove that red pill up his ass!

That's not true, Cypher. He set us free.

Free? You call this free? All I do is what he tells me to do. If I have to choose between that and the Matrix, I choose the Matrix.

The Matrix isn't real!

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

She looks up at Apoc, her face going white.

Trinity?

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

Welcome to the real world, eh baby?

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

No!

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

That's what you think. They've promised to take me back. 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 goddamned thing. It's the American dream.

He laughs, his hand sliding around the neck of Switch as he takes hold of her plug.

By the way, if you have anything terribly important to say to Switch, I suggest you say it now.

Oh no, please don't.

Trinity eyes find Switch and she knows she's next.

Not like this. Not like this.

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

Too late.

Goddamn you, 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.

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.

If Neo 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.

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

Trinity stares at Neo as a single word falls soundlessly from her lips.

…Yes.

No!

Charred and bloody, Tank levels the gun.

I don't believe it!

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.

Trinity throws her arms around Neo and for a moment they are alone and alive until the PHONE RINGS.

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.

Tank, you're hurt.

I'll be all right.

Dozer?

Tank's face tightens and she takes him into her arms.

INT EXECUTIVE OFFICE - DAY

Agent Smith stands, staring out the windows at the city below shimmering with brilliant sunlight.

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.

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's shoulder and plunges down.

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.

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.

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.

Evolution, Morpheus. Evolution.

He lifts Morpheus's head.

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.

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

Agent Smith looks at Agent Brown.

Double the dosage.

Agent Jones suddenly enters.

There could be a problem.

INT MAIN DECK

Tank drapes a sheet over his dead brother. The other bodies are covered.

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

What are they doing to him?

They're breaking into his mind.

It's like hacking a computer. All it takes is time.

How much time?

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

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

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

What do they want?

The leader of every ship is given the codes to Zion's mainframe computer. If an Agent had those codes and got inside Zion's mainframe, they could destroy us.

He looks up at Trinity who is pacing relentlessly.

We can't let that happen, Trinity. Zion is more important than me.

Or you, or even Morpheus.

There has to be something that we can do.

There is. We have to pull the plug.

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

Trinity, we don't have any other choice.

INT GOVERNMENT BUILDING

Morpheus is fighting to hold his mind together. The Agents stand over him.

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

If, indeed, the insider has failed, they will sever the connection as soon as possible, unless --

They are dead. In either case --

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

INT MAIN DECK

Tank kneels beside Morpheus's body.

Neo suddenly sees it perfectly clear, fate rushing at him like an oncoming train.

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

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

Tank closes his eyes and 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.

Stop!

They both look at him.

Goddamnit! I don't believe this is happening!

Neo, this has to be done!

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

What are you talking about?

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

Neo stops, his stare fixed on Morpheus.

That I would have to make a choice…

What choice?

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

What are you doing?

I'm going in.

You can't!

I have to.

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

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

What?

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

Trinity is stunned.

No, you… have to be.

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

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

Why?

Because…

Uncertainty swallows her words and she is unable to tell him what she wants to.

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.

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.

Why?

Because I believe in something.

What?

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.

What are you doing?

I'm coming with you.

No you're not.

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 --

Tank, load us up.

INT EXECUTIVE OFFICE - DAY

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

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.

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.

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

He smiles.

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

A144

Neo and Trinity stand in the white space of the construct as he answers his RINGING cell PHONE.

Okay. What do you need? Besides a miracle…

Guns. Lots of guns.

INT MAIN DECK

Neo and Trinity's bodies hang motionless in their drive chairs as Tank hits load.

INT CONSTRUCT

Racks of weapons appear and they begin to arm themselves.

No one has ever done anything like this.

Yeah?

He snap-cocks an Uzi.

That's why it's going to work.

INT EXECUTIVE OFFICE - DAY

Agent Smith is again at the window.

Why isn't the serum working?

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.

Leave me with him.

Agents Brown and Jones look at each other.

Now!

They leave and Agent Smith sits beside Morpheus.

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

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

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.

Repulsive, isn't it?

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

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

My key.

Morpheus sneers through his pain.

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.

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.

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.

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.

Holy shit --

Neo is a blur of motion. In a split second, three guards are dead before they hit the ground.

A fourth guard dives for cover, clutching his radio.

Backup! Send in the backup!

He looks up as Trinity sets off the metal detector. It is the last thing he sees.

The backup arrives. A wave of soldiers blocking the elevators. The concrete cavern of the lobby becomes a white noise ROAR of GUNFIRE.

Slate walls and pillars pock, crack, and crater under a hail storm of EXPLOSIVE-tipped BULLETS.

They are met by the quivering spit of a SUB-HAND MACHINE GUN and the RAZORED WHISTLE of throwing knives. 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.

What were you doing?

Agent Smith recovers, replacing his earpiece.

You don't know.

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.

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

INT EXECUTIVE OFFICE - DAY

Agent Jones looks at Morpheus.

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.

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

Another enormous EXPLOSION thunders above them, shaking the building. The ALARM sounds, emergency sprinklers begin showering the room.

Agent Smith smashes a table.

Find them and destroy them!

Agent Jones nods and touches his earpiece.

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.

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 gun smoke AT the Agent blurred with motion --

Until the hammers click against the empty metal.

Trinity!

Agent Jones charges.

… 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.

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.

Dodge this!

BOOM! BOOM! BOOM! The body flies back with a flash of mercurial light and when it hits the ground, it is the pilot.

Trinity helps Neo up.

Neo, how did you do that?

Do what?

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

It wasn't fast enough.

He checks his shoulder wound.

Are you all right?

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

Neo sees the helicopter.

Can you fly that thing?

Not yet.

She pulls out the cellular phone.

INT HOVERCRAFT

Tank is back at the controls.

Operator.

Tank, I need a pilot program for a military B-212 helicopter.

Tank is immediately searching the disk drawers.

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.

Let's go.

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.

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 Jones 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 Smith.

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

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.

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.

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.

Gotcha!

EXT GOVERNMENT BUILDING - DAY

Trinity pulls the copter up and away as Agent Smith stands in the shattered window, aiming his GUN out through the curtain of rain.

PONK. PONK. PONK. The rear hull is punched full of holes and smoke and oil pour out like black blood.

Shit-shit-no!

Neo hears the helicopter begin to die.

Uh-oh --

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 --

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 --

Trinity…

He whips the line round his hand, holding on tight. It's the only way…

The coils of slack snap taut, 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 at the parapet, when his feet hit the rain gutter and he levers 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 on to 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.

I knew it! He's the One!

EXT ROOFTOP - DAY

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

Do you believe it now, Trinity?

Trinity looks at Neo.

Morpheus, the Oracle… she told me --

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 a path and walking a path.

INT MAIN DECK

The PHONE RINGS.

Tank.

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

We need an exit.

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

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.

Damnit!

The trace was completed.

We have their position.

Sentinels are standing by.

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.

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.

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 back 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.

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. But I'm afraid of what it could mean if I do.

The RUMBLE GROWS, the ground beginning to shake.

Behind her, the PHONE begins to RING.

When I went to the Oracle, she told me… she told me that I was going to fall in love… But… Everything the Oracle told me has come true. Everything but this.

The RUMBLE RISES, drowning her voice.

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.

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.

Neo!

What the hell just happened?

An Agent! You have to send me back!

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.

Mr. Anderson.

INT MAIN DECK

Morpheus and Trinity stand behind Tank riveted to the scrolling code.

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 see 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.

What is he doing?

He's beginning to believe.

INT SUBWAY STATION - DAY

Neo whip-draws his gun with the 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.

You're empty.

Neo pulls the TRIGGER. CLICK.

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.

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.

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 ONCOMING 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 a TRAIN NEARS.

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.

That is the sound of inevitability.

Neo sees it coming and he starts to fight.

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.

Good-bye, Mr. Anderson.

The TRAIN ROARS at them, swallowing Agent's Smith's words. The veins bulge in Neo's head, as he grits through the pain.

He is not ready to die.

My name is Neo.

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

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

What just happened?

I don't know. I lost him.

He's on the run!--

Suddenly, a SIREN SOUNDS.

Oh shit!

Morpheus bolts to the ladder.

INT COCKPIT

Morpheus climbs into the cockpit. On the hologram radar, he sees the sentinels.

Oh no.

Trinity is behind him.

How long?

Five minutes. Maybe six.

Morpheus lifts the headset.

Tank, charge the E.M.P.

Yes, sir.

You can't use that until Neo is out!

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.

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.

Operator.

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

EXT CITY STREET - DAY

Neo dives down an alley, Agent Smith starting to gain.

Hurry, Tank! I got some serious pursuit!

INT HOVERCRAFT

The KEYBOARD is CLICKING, Tank searches for an exit. Trinity screams into the headset.

Neo, you better get your ass back here!

EXT ALLEY

Agent Smith stops and takes aim.

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

A BULLET SHATTERS the image of Neo in a truck's rearview MIRROR.

INT MAIN DECK

Tank speed-reads the reams of Matrix code.

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

Neo spins away, turning, and finds himself in an open market that teems with people.

He kamikazes his way down the little avenues lined with vendors and shops, careening through the labyrinth, out of control. And at every turn there is an Agent; appearing from crowds, behind fish counters, tent flaps and crates.

He dives from the maze!down a service alley but it is a dead end.

Neo turns back as the Agents emerge from the market.

Uh, help! Need a little help!

INT MAIN DECK

Tank frantically scans the monitor like a road map.

The door.

EXT ALLEY

Neo dives for it but!--

It's locked.

Kick it in!

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

INT APARTMENT BUILDING - STAIRCASE

Neo springs up the old crooked apartment building stairs.

INT APARTMENT BUILDING - HALL

He is halfway down the hall, running in sharp, long strides when a door explodes open at the end.

Shit! The door on your left.

Neo lurches, kicking in an apartment door.

No! Other left!

He whirls back to his other left, battering through the door which splinters, perforated by BULLETS.

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

That window!

Neo throws it open, leaping for the fire escape just as a knife buries itself in the window casing.

Down! Down!

EXT APARTMENT BUILDING - FIRE ESCAPE

Tumbling down the RATTLING FIRE ESCAPE, last ten feet into the alley below with behind him.

Neo leaps the last ten feet into the alley below with Agent Brown right behind him.

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

INT MAIN DECK

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

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

EXT HEART O' THE CITY HOTEL - DAY

Agent Smith suddenly pauses as if recognizing something; the faded NEON BUZZES: Heart O' The City Hotel.

INT HOVERCRAFT

Suddenly, the lights go red.

No.

Morpheus looks up.

Here they come.

EXT SEWER MAIN

The sentinels open and shift like killer kaleidoscopes as they attack, slamming down on the Nebuchadnezzar.

INT HOVERCRAFT

The hovercraft booms down as they hit. Morpheus opens the lock on the EMP detonator.

Trinity watches him.

He's going to make it.

EXT ALLEY - DAY

Neo scrambles up the fire escape, BULLETS SPARKING and RICOCHETING around him as Agents Brown and Jones close the gap.

INT HALL - DAY

On the third floor, he kicks in the window, jumping into the hall. The doors count backwards: 310… 309…

INT MAIN DECK

Another SYSTEM ALARM SOUNDS.

They've burned through the outer hull. They're inside.

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 of 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.

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 wallpaper. Agent Smith stands over him, still aiming, taking no chances.

Check him.

INT MAIN DECK

Amid the destruction raining around her, Trinity takes hold of Neo's body.

Neo…

INT HALL - DAY

Kneeling beside him, Agent Brown checks his vital signs.

He's gone.

Agent Smith smiles, standing over him.

Good-bye, Mr. Anderson.

INT MAIN DECK

In tears, Morpheus takes hold of the EMP switch. Trinity whispers in Neo's ear.

Neo, please, listen to me. I promised to tell you the rest. Neo, I'm not afraid anymore.

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 heart that he will feel her lips and know that they the truth.

INT HOTEL HALL

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.

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.

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 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, bracing himself as Neo charges him and springs into a dive. But the impact doesn't come.

Neo sinks into Agent Smith, disappearing, his tie and coat rippling as if he were a deep pool of water.

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. And with a final death scream, Agent Smith EXPLODES like an empty husk in a brilliant cacophony of light, his shards spinning away, absorbed by the Matrix 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.

Neo!

INT HALL

Again he hears her. He reacts to the RINGING PHONE, rushing toward it even as!--

INT MAIN DECK

A sentinel descends towards Morpheus. On the screen we see Neo dive for the phone as!--

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.

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.

I know you're out there. I can feel you now. I know that you're afraid. You're afraid of us. You're afraid of change. I don't know the future. I didn't come here to tell you how this is going to end. I came here to tell you how it's going to begin.

I'm going to hang up this phone, and then I'm going to show these people what you don't want them to see. I'm going to show them a world without you. A world without rules and controls, without borders or boundaries. A world where anything is possible. where we go from there is a choice I leave to you.

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

We GLIDE IN TOWARDS the screen.

We DIVE THROUGH the numbers, surging UP THROUGH the darkness, sucked TOWARDS a tight constellation of stars.

We realize that the constellation is actually the holes in the mouthpiece of a phone. Seen from inside.

EXT STREET - PHONE BOOTH

We SHOOT THROUGH the holes as Neo hangs up the phone.

He steps out of the phone 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 than a speeding bullet.

FADE OUT.