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The Matrix
 
 
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Old 04 Apr 2003, 06:13 PM   #1 (permalink)
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THE MATRIX


Written by

Larry and Andy Wachowski

June 3, 1997


FADE IN:

ON COMPUTER SCREEN

so close it has no boundaries.

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

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

MAN (V.O.)
Yeah?

Data now slashes across the screen, information flashing
faster than we can read: "Call trans opt: received.
2-19-96 13:24:18 REC:Log>."

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

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

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

TRINITY (WOMAN) (V.O.)
I said, is everything in place?

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

CYPHER (MAN) (V.O.)
You weren't supposed to relieve me.

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

The area code is identified. The first three numbers
suddenly fixed, leaving only seven flowing columns.

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

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

TRINITY (V.O.)
Don't be ridiculous.

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

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

Only two thin digits left.

CYPHER (V.O.)
Do you?

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

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

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

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

The final NUMBER POPS into place --

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

CYPHER (V.O.)
Hear what?

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

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

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

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

TRINITY (V.O.)
I better go.

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

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


INT. CHASE HOTEL - NIGHT

The hotel was abandoned after a fire licked its way across
the polyester carpeting, destroying several rooms as it
spooled soot up the walls and ceiling, leaving patterns of
permanent shadow.

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

The biggest of them violently kicks in the door --

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

BIG COP
Police! Freeze!

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

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

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

She slowly puts her hands behind her head.


EXT. CHASE HOTEL - NIGHT

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

AGENT SMITH and AGENT BROWN get out of the car.

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

AGENT SMITH
Lieutenant?

LIEUTENANT
Oh shit.

AGENT SMITH
Lieutenant, you were given specific
orders --

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

AGENT SMITH
The orders were for your
protection.

The Lieutenant laughs.

LIEUTENANT
I think we can handle one little
girl.

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

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

AGENT SMITH
No, Lieutenant, your men are already
dead.


INT. CHASE HOTEL

The Big Cop flicks out his cuffs, the other cops holding a
bead. They've done this a hundred times, they know
they've got her, until the Big Cop reaches with the cuffs
and Trinity moves --

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

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

Trinity moves again, BULLETS RAKING the WALLS, flashlights
sweeping with panic as the remaining cops try to stop a
leather-clad ghost.

A GUN still in the cop's hand is snatched, twisted and
FIRED. There is a final violent exchange of GUNFIRE and
when it's over, Trinity is the only one standing.

A flashlight rocks slowly to a stop.

TRINITY
Shit.


EXT. CHASE HOTEL

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


INT. CHASE HOTEL

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

MAN (V.O.)
Operator.

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

MORPHEUS (MAN) (V.O.)
I know. They cut the hardline.
This line is not a viable exit.

TRINITY
Are they any agent?

MORPHEUS (V.O.)
Yes.

TRINITY
Goddamnit!

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

She takes a deep breath, centering herself.

TRINITY
All right --

MORPHEUS (V.O.)
Go.

She drops the phone.


INT. HALL

She bursts out of the room as Agent Brown enters the hall,
leading another unit of police. Trinity races to the
opposite end, exiting through a broken window onto the
fire escape.


EXT. FIRE ESCAPE

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


EXT. ROOF

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

Trinity begins to jump from one roof to the next, her
movements so clean, gliding in and out of each jump,
contrasted to the wild jumps of the cops.

Agent Brown, however, has the same unnatural grace.

The metal SCREAM of an elevated TRAIN is heard and Trinity
turns to it, racing for the back of the building.

The edge falls away into a wide back alley. The next
building is over 40 feet away but Trinity's face is
perfectly calm, staring at some point beyond the other
roof.

The cops slow, realizing they are about to see something
ugly as Trinity drives at the edge, launching herself into
the air.

From above, the ground seems to flow beneath her as she
hangs in flight --

Then hitting, somersaulting up, still running hard.

COP
Mutherfucker -- that's impossible!

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

Just below the building are the RUMBLING TRACKS of riveted
steel. The TRAIN SCREECHES beneath her, a RATTLING blur
of gray metal. Trinity jumps, landing easily.

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

Agent Brown stands, yanking out a gun.

Trinity is running hard as BULLETS WHISTLE past her head.

Ahead she sees her only chance, 50 feet beyond the point
where the train has begun to turn, there is --

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

Trinity zeros in on it, running as hard as she can, her
speed compounded by the train. The SCREAM of the STEEL
rises as she nears the edge where the train rocks into the
turn.

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


HER POV

The whole world seems to spin on its axis --


BACK TO SCENE

And she crashes with an EXPLOSION of GLASS and WOOD, then
falls onto a back stairwell, tumbling, bouncing down
stairs bleeding, broken --

But still alive.

Through the smashed window, she glimpses Agent Brown,
still on the train, his tie and coat whipping in the wind;
stone-faced, he touches his ear piece as the train slides
him past the window.

Trinity tries to move. Everything hurts.

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

She stands and limps down the rest of the stairs.

Trinity emerges from the shadows of an alley and, at the
end of the block, in a pool of white street light, she
sees it.

The telephone booth.

Obviously hurt, she starts down the concrete walk,
focusing in completely, her pace quickening, as the PHONE
begins to RING.

Across the street, a garbage truck suddenly turns U-turns,
its TIRES SCREAMING as it accelerates.

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

Gritting through the pain, she races the truck --

Slamming into the booth, the headlights blindingly bright,
bearing down on the box of Plexiglas just as --

She answers the phone.

There is a frozen instant of silence before the hulking
mass of dark metal lurches up onto the sidewalk --

Barrelling through the booth, bulldozing it into a brick
wall, SMASHING it to PLEXIGLAS PULP.

After a moment, a black loafer steps down from the cab of
the garbage truck. Agent Smith inspects the wreckage.
There is no body. Trinity is gone.

His jaw sets as he grinds his molars in frustration.
AGENT JONES walks up behind him.

AGENT JONES
Then the informant is real.

AGENT SMITH
Does that surprise you? It was
inevitable.

AGENT JONES
He'll be contacting us again.

AGENT SMITH
Expect it. Did you get anything
from the room?

AGENT JONES
Their next target. The name is Neo.

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

AGENT SMITH
We'll need a search running.

AGENT JONES
It's already begun.

We are SUCKED TOWARDS the mouthpiece of the phone, CLOSER
and CLOSER, until the smooth gray plastic spreads out like
a horizon and the small holes widen until we FALL THROUGH
one --

Swallowed by DARKNESS.

The DARKNESS BEGINS TO RIPPLE WITH BRIGHT FLASHES OF BONE
WHITE as we PULL OUT of the eye of a skull.

It is a computer screen saver; the Jolly Roger flutters
against an electronic wind.

We DRIFT BACK FROM the screen and INTO --


INT. NEO'S APARTMENT

It is a studio apartment that seems overgrown with
technology.

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

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

At the center of this technological rat-nest is NEO, a man
who knows more about living inside a computer than outside
one.

He is asleep in front of his PC. Behind him, the computer
screen suddenly goes blank. A prompt appears: "Wake up,
Neo."

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

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

NEO
What...?

He hits another and an "H" appears. He keeps typing,
pushing random functions and keys while the computer types
out a message as though it had a mind of its own.

He stops and stares at the four words on the screen:
"The Matrix has you."

NEO
What the hell?

He hits the "ESC" button. Another message appears:
"Follow the white rabbit."

He hits it again and the message repeats. He rubs his
eyes but when he opens them, there is another message:
"Knock, knock, Neo."

Someone KNOCKS on his door and he almost jumps out of his
chair. He looks back at the computer but the screen is
now blank.

Someone KNOCKS again. Neo rises, still unnerved.

NEO
Who is it?

CHOI (O.S.)
It's Choi.

Neo opens the door, leaving the chain on. A young Chinese
MAN stands with several of his friends.

NEO
You're two hours late.

CHOI
I know. It's her fault.

His GIRLFRIEND only has to smile.

NEO
You got the money?

CHOI
Two grand.

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

NEO
Hold on.

He closes the door. On the floor near his bed is a book,
Baudrillard's Simulacra Simulations. The book has been
hollowed out and inside are several computer disks. He
takes one, sticks the money in the book and drops it on
the floor.

Opening the door, he hands the disk to Choi.

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

NEO
If you get caught using that --

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

NEO
Right...

Neo nods as the strange feeling of unrealness suddenly
returns.

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

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

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

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

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

He smiles and slaps the hand of his nearest droog.

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

DUJOUR (GIRLFRIEND)
Definitely.

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

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

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

A small white rabbit.

The ROOM TILTS.

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


INT. APARTMENT

An older apartment; a series of halls connects a chain of
small high-ceilinged rooms lined with heavy casements.

Smoke hangs like a veil, blurring the few lights there
are.

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

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

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

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

TRINITY
Hello, Neo.

NEO
How do you know that name?

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

NEO
Who are you?

TRINITY
My name is Trinity.

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

TRINITY
That was a long time ago.

NEO
Gee-zus.

TRINITY
What?

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

TRINITY
Most guys do.

Neo is a little embarrassed.

NEO
Do you want to go somewhere and
talk?

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

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

NEO
That was you on my computer?

She nods.

NEO
How did you do that?

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

NEO
Of what?

TRINITY
They're watching you, Neo.

NEO
Who is?

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

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

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

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

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

NEO
What is the Matrix?

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

She leans close, her lips almost touching his ear.

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

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

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

CUT TO:

INT. NEO'S APARTMENT

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

NEO
Shitshitshit.


EXT. SKYSCRAPER

The downtown office of CorTechs, a software development
company.


INT. CORTECHS OFFICE

The main offices are along each wall, the windows
overlooking downtown. RHINEHEART, the ultimate company
man, lectures Neo without looking at him, typing at his
computer continuously.

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

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

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

RHINEHEART
Obviously, you are mistaken.

His long, bony fingers resume clicking the keyboard.

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

He turns again.

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

NEO
Yes, Mr. Rhineheart. Perfectly
clear.


INT. NEO'S CUBICLE

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

Neo slumps down into his chair.

VOICE (O.S.)
Thomas Anderson?

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

NEO
Yeah. That's me.

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

FEDEX MAN
Have a nice day.

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

NEO
Hello?

MORPHEUS (V.O.)
Hello, Neo. Do you know who this
is?

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

NEO
Morpheus...

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

NEO
Who's coming for me?

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

NEO
Right now?

MORPHEUS (V.O.)
Yes. Now.

Neo starts to stand.

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

His head peeks up over the partition.

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

Neo ducks.

NEO
Holy fucking shit!

MORPHEUS (V.O.)
Yes.

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

NEO
What the fuck do they want with me?!

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

NEO
How?!

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

The agents are moving quickly towards the cubicle.

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

NEO
But what if...?

MORPHEUS (V.O.)
Go! Now!

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

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

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

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

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

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

Brown is talking to another employee.

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

Sweat trickles down his forehead.

MORPHEUS (V.O.)
Now.

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

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

The room is empty.

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

NEO
How do you know all this?

Morpheus laughs quietly.

MORPHEUS
The answer is coming, Neo.

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

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

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

NEO
No! It's too far away.

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

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

NEO
No way, no way, this is crazy.

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

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

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

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

The scaffold seems even farther away.

NEO
I'm going to die.

The WIND suddenly BLASTS up the face of the building,
knocking Neo off balance. Recoiling, he clings harder to
the frame, and the phone falls out of his hand.

He watches as it is swallowed by the distance beneath him.

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

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

NEO
I didn't do anything!


EXT. SKYSCRAPER

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

Trinity watches in the rear view mirror of her motorcycle.

TRINITY
Shit.


INT. INTERROGATION ROOM

CLOSE ON a camera monitor; wide angle view of a white room
where Neo is sitting at a table alone.

We MOVE INTO the monitor, entering the room as if the
monitor was a window.

At the same moment, the door opens and the agents enter.
Agent Smith sits down across from Neo. A thick manila
envelope slaps down on the table between them.

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

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

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

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

The pages continue to turn.

AGENT SMITH
The other life is lived in computers
where you go by the hacker alias
Neo, and are guilty of virtually
every computer crime we have a law
for.

Neo feels himself sinking into a pit of shit.

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

He closes the file.

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

He removes his sunglasses, his eyes are unnatural ice-
blue.

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

He leans closer.

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

Neo stares to match his stare.

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

Neo nods to himself.

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

He does.

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

Agent Smith puts his glasses back on.

AGENT SMITH
You disappoint me, Mr. Anderson.

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

Agent Smith smiles.

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

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

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

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

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

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

Smith nods and the other two rip open his shirt.

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

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

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

-- before it begins to borrow, its tall thrashing as it
worms its way inside.


INT. NEO'S APARTMENT

Screaming, Neo bolts upright in bed.

He realizes that he is home. Was it a dream? His mouth
is normal. His stomach looks fine. He starts to take a
deep, everything-is-okay breath when --

The PHONE RINGS.

It almost stops his heart. It continues RINGING, building
pressure in the room, forcing him up out of bed, sucking
him in with an almost gravitational force.

He answers it, saying nothing.

MORPHEUS (V.O.)
This line is tapped so I must be
brief.

NEO
The agents --

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

NEO
What do you know?

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

Neo feels sick.

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

NEO
... Yes.

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

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


EXT. CITY STREET - NIGHT

It is just beyond the middle of the night; that time when
it seems there are no rules and everything feels unsafe.

Neo's boots scrape against the concrete. Every pair of
eyes he passes seems to follow him.

As he reaches the bridge, headlights creep in behind him.
He turns just as the car slides quickly to a stop beside
him. The back door opens.

TRINITY
Get in.


INT. CAR

A large black man named APOC is driving. Beside him is a
beautiful androgyne called SWITCH, aiming a large gun at
Neo.

NEO
What the hell is this?!

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

NEO
From what?

TRINITY
From you.

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

SWITCH
Take off your shirt.

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

NEO
What? Why?

SWITCH
Stop the car.

Apoc does.

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

NEO
Fine.

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

Neo opens the door.

TRINITY
Neo, please, you have to trust me.

NEO
Why?

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

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

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

NEO
... shit.

He closes the door.


EXT. LOWER WACKER

A moment later the green lights of Lower Wacker curve over
the car's tinted windshield as it rushes through the
underworld.


INT. CAR

Neo grudgingly strips off his T-shirt.

TRINITY
Lie back.

Trinity sets the device over Neo's stomach its three
corners resting on the points of his pelvis and sternum.
She then guides a mounted cylindrical probe into his navel
and squeezes a hand pump a few times to form a tight seal.

NEO
What is this thing?

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

She turns a dial and the machine bears down on Neo's
midsection, the cylinder sucking hard at his stomach.

Neo screams, squinting in pain as Trinity watches the
needle on a pressure gauge climb steadily.

TRINITY
Come on, come on...

The machine quivers as the pressure builds higher and
higher until something finally rockets wetly out of Neo's
stomach through the machine's coils.

TRINITY
Got it.

Trinity shuts off the compressor, Neo cradling his
stomach.

NEO
Got what? My spleen?

Trinity lifts a glass cage at the end of the tubing.
Inside the small fluke-like bug flips and squirms, its
tendrils flapping against the clear walls.

She unrolls the window and dumps it out.


EXT. CAR

It hits the pavement with a metallic tink, reverted back
into a common wire tap, as the car disappears down the
street.


EXT. HOTEL LAFAYETTE

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


INT. LAFAYETTE

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

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

TRINITY
This is it.

Neo can hear his own heart pounding.

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


INT. ROOM 1313

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

MORPHEUS
At last.

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

He strides to Neo and they shake hands.

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

NEO
It's an honor.

MORPHEUS
Please. Come. Sit.

He nods to Trinity.

MORPHEUS
Thank you, Trinity.

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

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

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

NEO
You could say that.

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

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

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

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

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

NEO
No.

MORPHEUS
Why not?

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

MORPHEUS
I know exactly what you mean.

Again, that smile that could cut glass.

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

NEO
The Matrix?

MORPHEUS
Do you want to know what it is?

Neo swallows hard and nods.

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

NEO
What truth?

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

The LEATHER CREAKS as he leans back.

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

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

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

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

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

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

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

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

MORPHEUS
Follow me.

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

Trinity, Apoc and Cypher look up as they enter.

MORPHEUS
Apoc, are we on-line?

APOC
Almost.

He and Trinity are working quickly, hard-wiring a complex
system of monitors, modules and drives.

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

Neo sits in a chair in the center of the room and Trinity
begins gently fixing white electrode disks to his head,
arms, and the back of his neck. Near the chair is an old
oval dressing mirror that is cracked.

He whispers to Trinity:

NEO
You did all this?

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

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

NEO
What does that mean?

CYPHER
It means buckle up, Dorothy, 'cause
Kansas is going bye-bye.

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

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

NEO
Shit...

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

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

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

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

NEO
This can't be...

MORPHEUS
Be what? Be real?

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

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

With the TINKLING of GLASS, shimmering SNOWFLAKES of
electric-blinking mercury fall, HIT the GROUND, and fade.

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

NEO
Uh-oh...

TRINITY
It's going into replication.

MORPHEUS
Apoc?

APOC
Still nothing.

Morpheus takes out a cellular phone and dials a number.

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

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

NEO
It's cold.

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

NEO
It's all over me --

Morpheus is right next to him with the phone.

TRINITY
I got a fibrillation!

MORPHEUS
Shit! Apoc?

Streams of mercury run from Neo's nose.

APOC
Targeting... almost there.

An ALARM on Trinity's monitor ERUPTS.

TRINITY
He's going into arrest!

APOC
Lock! I got him!

MORPHEUS
Now, Tank, now!

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

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

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

-- sucked INTO his scream and swallowed by DARKNESS.


INT. POWER PLANT - CLOSE ON MAN'S BODY

floating in a womb-red amnion.

His body spasms, fighting against the thick gelatin.

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

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

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

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

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

It is Neo.

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

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

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

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

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

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

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

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

The image assaults his mind.

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

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

From above, a machine drops directly in front of Neo. He
swallows his scream as it seems to stare at him.

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

The machine seizes hold of Neo, paralyzing him as the
cable lock at the back of his neck spins and opens.

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

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


INT. WASTE LINE

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

BANKING THROUGH pipe spirals and elbows, flushing UP
through grease traps clogged with oily clumps of
cellulite.

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

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


INT. HOVERCRAFT

The metal harness opens and drops the half-conscious Neo
onto the floor. Human hands and arms help him up as he
finds himself looking straight at Morpheus.

He smiles.

MORPHEUS
Welcome to the real world, Neo.

He passes out.

FADE TO BLACK.

FADE IN:

INT. HOVERCRAFT

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

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

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


NEO'S POV

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

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

MORPHEUS
Far from it.

FADE TO BLACK.

FADE IN:

NEO

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

DOZER
He needs a lot of work.

MORPHEUS
I know.

DOZER and Morpheus are operating on Neo.

NEO
What are you doing?

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

Fluorescent light sticks burn unnaturally bright.

NEO
Why do my eyes hurt?

MORPHEUS
You've never used them before.

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

MORPHEUS
Rest, Neo. The answers are coming.


INT. NEO'S ROOM

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

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

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

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

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

MORPHEUS
More important than what is when?

NEO
When?

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

The wind is knocked from Neo's chest.

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


INT. HOVERCRAFT

Like a sleepwalker, Neo follows Morpheus through the ship.

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

They climb a ladder up to the main deck.


INT. MAIN DECK

Everyone is there.

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

Trinity smiles and nods.

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

The names and faces wash meaninglessly over Neo.

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

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

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

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

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

He touches the back of Neo's head.

MORPHEUS
Help him, Trinity.

Neo allows himself to be helped into one of the chairs.
He feels Morpheus guiding a coaxial line into the jack at
the back of his neck. The cable has the same kind of
cerebrum chip we saw inside the plant.

MORPHEUS
This will feel a little weird.

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

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

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


INT. CONSTRUCT

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

MORPHEUS
This is the Construct.

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

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

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

MORPHEUS
Sit down.

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

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

MORPHEUS
Wild, isn't it?

Neo's hands run over the cracked leather.

NEO
This isn't real?

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

He picks up a remote control and clicks on the television.
On the television, we glide over Lake Michigan towards the
glinting skyscrapers of the Windy City skyline circa 1997.

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

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

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

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

MORPHEUS
'The desert of the real.'

Beneath us, the lake is gone.

We turn and descend, spiraling down toward the lake bed
which is scorched and split like burnt flesh, where we
find Morpheus and Neo.

MORPHEUS
The average temperature in Chicago
these days is minus eighty degrees
Celsius. Of course, the wind chill
makes it feel like minus one-twenty.

Neo clings to the chair, trying to get his bearings.

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

NEO
A.I.? You mean artificial
intelligence?

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

He looks up and his sunglasses reflect the obsidian clouds
roiling overhead.

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

As we descend into the circular window of his glasses,
there is a flash of lightning.

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


EXT. FETUS FIELDS

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

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

The fetus is suspended in a placenta-like husk, where its
malleable skull is already growing around the brain-jack.

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

The husk hanging from a stalk is plucked by a thresher-
like farm machine.

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

Still PULLING BACK, we see the image of the field now on
the television as we return to the white space of the
construct.


INT. CONSTRUCT

Morpheus steps INTO VIEW as he clicks off the television.

MORPHEUS
What is the Matrix? Control.

He opens the back of the television remote control.

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

He holds up a coppertop battery.

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

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

The room without walls begins to spin.

NEO
Stop! Let me out! I want out!


INT. MAIN DECK

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

NEO
Get this thing out of me!

TRINITY
Easy, Neo. Easy.

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

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

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

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

CYPHER
He's going to pop!

Vomiting violently, Neo pitches forward and blacks out.


INT. NEO'S ROOM

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

NEO
I can't go back, can I?

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

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

Deep down, Neo knows that answer.

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

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

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

He pauses.

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

Neo can feel his eyes on him.

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

He stands up.

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

NEO
For what?

MORPHEUS
Your training.


INT. HOVERCRAFT

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


INT. NEO'S ROOM

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

TANK
Morning. Did you sleep?

NEO
No.

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

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

NEO
You don't have...

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

NEO
Zion?

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

NEO
It's a city?

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

NEO
Where is it?

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

Tanks smiles.

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


INT. MAIN DECK

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

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

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

TANK
How about some combat training?

Neo reads the label on the disk.

NEO
Jujitsu? I'm going to learn
jujitsu?

Tank slides the disk into Neo's supplement drive.

NEO
No way.

Smiling, Tank punches the "load" code.

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

An instant later his eyes snap open.

NEO
Holy shit!

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

NEO
Hell yes!


INT. MAIN DECK

It is later.

CLOSE ON a computer monitor as grey pixels slowly fill a
small, half-empty box. It is a meter displaying how much
download time is left. The title bar reads: "Combat
Series 10 of 12," file categories flashing beneath it:
"Savate, Jujitsu, Ken Po, Drunken Boxing..."

Morpheus walks in.

MORPHEUS
How is he?

TANK
Ten hours straight. He's a machine.

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

NEO
This is incredible. I know kung fu.

MORPHEUS
Show me.


INT. DOJO

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

MORPHEUS
This is a sparring program, similar
to the programmed reality of the
Matrix. It has the same basic
rules. Rules like gravity. What
you must learn is that these rules
are no different than the rules of a
computer system. Some of them can
be bent. Others can be broken.

He assumes a fighting stance.

MORPHEUS
Attack me.

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

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

But each and every blow is blocked by effortless reality,
the two bodies appear quite serene, suspended in the drive
chairs.

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


INT. MESS HALL

MOUSE bursts into the room, interrupting dinner.

MOUSE
Morpheus is fighting Neo!

All at once, everyone bolts for the door.


INT. DOJO

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

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

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

Neo falls.

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

MORPHEUS
How did I beat you?

NEO
You -- you're too fast.

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

Neo is frustrated, still unable to catch his breath.

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

Neo stands, nodding slowly.

MORPHEUS
Again.

Their fists fly with pneumatic speed.


INT. MAIN DECK

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

MOUSE
Jeeezus Keeerist! That boy is fast!


INT. DOJO

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

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

Whack, Morpheus cracks Neo again. Neo's face twists with
rage as the speed of the blows rises like a drum solo.

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

Wham. A single blow catches Morpheus on the side of the
head, knocking off his glasses.


INT. MAIN DECK

There are several gasps.

MOUSE
I don't believe it!


INT. DOJO

Morpheus rubs his face, then smiles.

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

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


INT. HOVERCRAFT

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


INT. CONSTRUCT - ROOFTOP - DAY

Morpheus and Neo are again in the white space of the
Construct. Beneath their feet, we see the jump program
rush up at them until they are standing on a rooftop in a
city skyline.

MORPHEUS
Let it all go, Neo. Fear. Doubt.
Disbelief. Free your mind.

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

He lands on the rooftop across the street.

NEO
Shit.

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

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

He takes a deep breath. And starts to run.


INT. MAIN DECK

They are transfixed.

SWITCH
He's gonna make it.

APOC
No way. Not possible.

MOUSE
No one's ever made their first jump.

SWITCH
What if he does?

APOC
He won't.

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

TRINITY
Come on.


EXT. ROOFTOP

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

But comes up drastically short.

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

The ground gives way, stretching like a trapeze net. He
bounces and flips, slowly coming to a rest, flat on his
back.

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

Morpheus exits the building and helps him to his feet.

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

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

Morpheus smiles and nods.


INT. MAIN DECK

They break up.

MOUSE
What does it mean?

SWITCH
It doesn't mean anything.

CYPHER
Everyone falls the first time,
right, Trinity?

But Trinity has already left.

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

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

NEO
I thought it wasn't real.

MORPHEUS
Your mind makes it real.

Neo stares at the blood.

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

MORPHEUS
The body cannot live without the
mind.


INT. NEO'S ROOM

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

TRINITY
Neo, I saved you some dinner --

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

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


INT. HALL

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

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

Trinity says nothing.

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

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

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

TRINITY
Morpheus will take him when he's
ready.

She turns and he watches her walk away.


EXT. CITY STREET - TRAINING PROGRAM - DAY

Morpheus moves effortlessly through a crowded downtown
street while Neo struggles to keep up, constantly bumped
and shouldered off the path.

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

NEO
What -- what lesson?

Neo collides with a man who looks just like Rhineheart.

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

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

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

Morpheus stops, turning to Neo.

MORPHEUS
Do you understand, Neo?

NEO
I think I do.

MORPHEUS
No you don't. Did you see the woman
in the red dress?

NEO
Yeah.

MORPHEUS
Look again.

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

Neo screams.

MORPHEUS
Freeze it.

Everything except Morpheus and Neo freezes.

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

Neo listens to his intense voice.

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

NEO
How?

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

Neo scratches his head.

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

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

Morpheus' CELL PHONE RINGS and he flips it open.

TANK (V.O.)
We got trouble.


EXT. SEWER MAIN

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


INT. COCKPIT

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

MORPHEUS
How much time, Dozer?

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

Morpheus scans the decayed landscape of the sewer main
that rolls by as Neo and Trinity squeeze into the cockpit
behind him. Morpheus points to a small tributary.

MORPHEUS
Set down in there.

NEO
What's going on?

DOZER
Squiddy tripped one of our long
distance alarm probes.

NEO
What?

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

DOZER
Search and destroy.

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


EXT. HOVERCRAFT

The Nebuchadnezzar sets down, almost wedged into a pipe
that barely accommodates its size.


INT. COCKPIT

Morpheus clicks the intercom.

MORPHEUS
How we doing, Tank?


INT. MAIN DECK

Tank works furiously at the operator's station.

TANK
Done.

He flips a series of switches and the ceaseless WHIR of
the ship's TURBINES GRIND TO a HALT. The main deck is
plunged into dark silence.

Tank whispers.

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

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


INT. COCKPIT

Neo leans into Trinity's ear.

NEO
E.M.P. An electromagnetic pulse.

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

Through the cockpit's windshield, the vast cavern of the
sewer main yawns before them. Strands of green haze curl
around mossy icicles that dangle into a pool of churning
frozen waste.

Neo begins to angle around Dozer but Morpheus grabs him.

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

Neo freezes and they wait.

Without the Nebuchadnezzar's heating systems, the
temperature in the cockpit begins to rapidly drop. The
crew members huddle together, their breath freezing into a
uniform cloud as it gets colder and colder.

Dozer quietly reaches to brush away the frost on the
windshield and as his hand clears a swathe --

They see it.

In the darkness, a shifting shadow of mechanized death.
It is beautiful and terrifying. Black alloy skin flickers
like sequins beneath sinewy coils and skeletal appendages.

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

In the frozen little room, everyone breathes a little
easier.


INT. HALL

The ship is quiet and dark. Everyone is asleep.


INT. MAIN DECK

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

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

NEO
Sorry.

CYPHER
No, it's all right.

NEO
What are you doing?

CYPHER
Midnight watch.

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

NEO
Is that...?

CYPHER
The Matrix? Yeah.

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

NEO
Do you always look at it encoded?

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

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

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

He raises the glass.

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

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

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

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

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

Neo looks up, unsure.

CYPHER
Why you're here?

NEO
... Yeah.

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

Neo looks down at his drink.

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

NEO
Really?

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

NEO
How many were there?

CYPHER
Five. Since I've been here.

NEO
What happened to them?

CYPHER
Dead. All dead.

NEO
How?

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

Neo gulps down another shot.

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

He throws back a final shot.

NEO
Thanks... for the drink.

CYPHER
Any time.

Cypher nods as Neo heads for the ladder.

CYPHER
Sweet dreams.


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

A substance with a consistency somewhere between yogurt
and cellulite.

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

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

APOC
Breakfast of champions, Neo.

NEO
What is it?

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

The substance jiggles a few moments before coming to a
rest. Neo frowns.

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

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

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

With that he turns and leaves.

NEO
See who?

TANK
The Oracle.

Trinity glances at Cypher who smiles thinly.


EXT. HOTEL LAFAYETTE - DAY

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

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

MORPHEUS
We should be back in an hour.

Cypher opens the metal garage where the car is parked. As
Trinity, Morpheus and Neo cross to the car, Cypher glances
about quickly, then drops something inside a garbage can.

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


INT. CAR

Neo sits beside Trinity in the back. He cannot stop
staring as the simple images of the urban street blur past
his window like an endless stream of data rushing down a
computer screen.

MORPHEUS
Almost unbelievable, isn't it?

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

NEO
God...

TRINITY
What?

NEO
I used to eat there... Really good
noodles.

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

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

He turns to her.

NEO
What does that mean?

TRINITY
That the Matrix cannot tell you who
you are.

NEO
But an Oracle can.

TRINITY
That's different.

NEO
Is it?

TRINITY
Are you worried?

NEO
Should I be?

TRINITY
No.

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

NEO
Did you go to her?

TRINITY
Yes.

NEO
What did she tell you?

TRINITY
She told me...

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

NEO
What?

The car suddenly jerks to a stop.

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

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

CYPHER
Here we go again, eh, Trin?

He smiles as she turns to the window.


EXT. BUILDING

Tenement-like and vast, it is the kind of place where
people can disappear.


INT. BUILDING

Morpheus nods to a blind man who nods back. An elevator
opens and Neo follows Morpheus inside.


INT. ELEVATOR

The idea of learning one's fate begins to weigh upon Neo
with a steadily growing unease.

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

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

NEO
The beginning?

MORPHEUS
Of the Resistance.

NEO
And she knows what? Everything?

MORPHEUS
She would say she knows enough.

NEO
How does she know?

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

NEO
And she's never wrong.

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

NEO
She helped you?

MORPHEUS
Yes.

NEO
What did she tell you?

MORPHEUS
That I would find the One.

DING. The ELEVATOR opens.


INT. HALL

The long dark hall beckons. Neo follows Morpheus out of
the elevator and the doors rattle shut behind him. With
every step, a disturbing sense of inevitability closes in
around him.

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

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

Neo blows out a breath. His hand reaches but stops,
hovering over the spherical handle. He backs away.

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

MORPHEUS
Why?

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

MORPHEUS
What do you believe in?

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

MORPHEUS
That's why we're here.

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

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

NEO
And you still believe I'm the One?

MORPHEUS
Yes I do.

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

Morpheus tries to hide his heart being wrenched from his
chest.

NEO
Did you believe in them too?

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

This is difficult for Morpheus to admit.

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

He looks up at Neo.

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

His eyes blaze.

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

NEO
Morpheus, I don't know --

MORPHEUS
I know. That is why it is so
important for you to go. Please,
Neo, I'm asking you to find whatever
respect you may have for me and
trust me.

Neo feels a rush from Morpheus' intensity, the
unadulterated confidence of a zealot.

NEO
All right.

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

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


INT. ORACLE'S APARTMENT

It seems particularly normal.

PRIESTESS
Make yourself at home, Morpheus.

MORPHEUS
Thank you.

PRIESTESS
Neo, come with me.

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

There is another woman in white sitting on a couch
watching a soap opera. Scattered about the room are a
half dozen children.

Some of them are playing, others are deep in meditation.
All of them exude a kind of Zen calm.

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

Neo watches a little girl levitate wooden alphabet blocks.
Closer to him, a SKINNY BOY with a shaved head holds a
spoon which sways like a blade of grass.

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

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

SPOON BOY (SKINNY BOY)
Do not try to bend the spoon. That
is impossible. Instead, only try to
realize the truth.

NEO
What truth?

SPOON BOY
That there is no spoon.

Neo nods, staring at the spoon.

NEO
There is no spoon.

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

The entire room is reflected inside the spoon and as Neo
stares into it, it slowly begins to bend until --

A hand touches his shoulder.

PRIESTESS
The Oracle will see you now.

Spoon Boy smiles.

She takes him to the last room, parting a curtain that
leads into a kitchen.

ORACLE
Just come on in.


INT. KITCHEN

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

NEO
Hello?

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

NEO
You're the Oracle?

ORACLE
Bingo. Not quite what you were
expecting, right? I got to say I
love seeing you non-believers.
Always a pip. Almost done. Smell
good, don't they?

NEO
Yeah.

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

NEO
What vase?

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

ORACLE
That vase.

NEO
Shit, I'm sorry.

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

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

NEO
How did you know...?

She sets the cookie tray on a wooden hot pad.

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

Smiling, she lights a cigarette.

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

NEO
Who?

ORACLE
Not too bright though.

She winks.

ORACLE
You know why Morpheus brought you to
see me?

He nods.

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

NEO
Honestly? I don't know.

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

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

She puts her cigarette down.

ORACLE
Well, I better have a look at you.

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

ORACLE
Open your mouth. Say 'ahh'.

She nods then looks at his palms.

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

NEO
But what?

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

NEO
I'm not the One.

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

NEO
What?

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

Neo almost has to laugh.

ORACLE
What's funny?

NEO
Morpheus. He almost had me
convinced.

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

NEO
What do you mean, without him?

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

ORACLE
Are you sure you want to hear this?

Neo nods.

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

NEO
What?

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

Neo can't breathe.

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

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

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

Neo takes a cookie, the tightness in his chest slowly
beginning to fade.


INT. SITTING ROOM - DAY

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

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

He smiles.

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

Neo nods and takes a bite of his cookie.


INT. CAR

Neo and Morpheus get in the car.

MORPHEUS
Let's go.

Cypher slaps the car in gear and pulls into traffic.
Trinity looks at Neo who is staring at the final bit of
cookie. He puts it in his mouth and chews.

TRINITY
Are you all right?

NEO
... right as rain.


EXT. CITY STREET - DAY

Switch watches as an unmarked white van trolls by.

SWITCH
Weird.

APOC
What?

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

APOC
Should Tank I.D. it?

Switch sees the black car turn onto their street.

SWITCH
No. Here they come.


INT. ROOM 1313 - DAY

Mouse's CELLULAR RINGS.

MOUSE
Welcome to Movie-Phone.

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

The phone flips shut as he jumps up.


EXT. CITY STREET

Cypher closes the garage door, nervously looking around.
At the end of the alley is another white van. He mops the
sweat from his forehead, following the others into the
hotel.


INT. MAIN DECK

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

TANK
What is that...?


INT. HOTEL LAFAYETTE - DAY

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

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

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

NEO
Whoa. Deja vu.

Those words stop the others dead in their tracks.


INT. MAIN DECK

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

TANK
Oh shit! Oh shit!


INT. HOTEL LAFAYETTE - DAY

Trinity turns around, her face tight.

TRINITY
What did you just say?

NEO
Nothing. Just had a little deja vu.

TRINITY
What happened? What did you see?

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

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

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

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

NEO
What is it?

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

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


INT. MAIN DECK

Tank sees what was changed.

TANK
It's a trap!


INT. STAIRCASE - DAY

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

MORPHEUS
Come on!


INT. BASEMENT - DAY

Heavy bolt cutters snap through the main phone cable.


INT. ROOM 1313 - DAY

Mouse goes to the draped windows as his CELLULAR RINGS.
He answers it.

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

Mouse yanks open the curtain.

MOUSE
Oh no.

The windows are bricked up. Mouse spins as the RUMBLE of
COMBAT BOOTS BUILDS, then EXPLODES into the room.


INT. MAIN DECK

Tank watches helplessly.

TANK
No, no, no.


INT. STAIRS - DAY

Morpheus stops as MOUSE'S SCREAM is drowned out by the
REPORT of MACHINE GUN FIRE.


INT. ROOM 1313 - DAY

Mouse sails backwards as BULLETS POUND him against the
blood-spattered brick window.


INT. MAIN DECK

Mouse's body thrashes against its harness, blood coughing
from his mouth in one final spasm, then lying perfectly
still. The FLATLINE ALARM softly cries out from the life
monitor.


EXT. HOTEL LAFAYETTE - DAY

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


INT. STAIRWELL - DAY

Flying downstairs, Morpheus stops, hearing POLICE SWARMING
below. He turns and rushes down the hall of the eight
floor. At the end of it, he finds the bricked up windows.

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

The sound of HEAVY BOOTSTEPS close around them with the
mechanical sureness of a vice.

MORPHEUS
Give me your phone.

TRINITY
They'll be able to track it.

MORPHEUS
We have no choice.


INT. MAIN DECK

Tank answers the call.

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

His fingers pound the keyboard.


INT. HOTEL LAFAYETTE - DAY

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


INT. MAIN DECK

The diagram windows onto the screen.

TANK
Got it.

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


INT. HALL - DAY

Agent Smith pauses, his hand going to his earpiece.


INT. ROOM 808 - DAY

Morpheus is guided by Tank.

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

MORPHEUS
Good.

He cuts off the phone.


INT. HALL - DAY

Agent Smith hears the LINE CLICK dead.

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


INT. STAIRWELL - DAY

Cops flood the eighth floor, rushing everywhere.


INT. ROOM 808 - DAY

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


INT. WALL - DAY

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

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


INT. HALL - DAY

Brown turns to Smith.

AGENT BROWN
Where are they?


INT. ROOM 808 - DAY

The Cops search in silence, straining for a clue, when one
hears something strange near the bathroom.


INT. WALL - DAY

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


INT. ROOM 808 - DAY

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

The wall suddenly bulges, shatter-cracking as the Cop
realizes --

COP
They're in the walls!


INT. WALL - DAY

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

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

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


INT. ROOM 808 - DAY

The Cops spins out of the bathroom for cover, Neo's
BULLETS SPLINTERING the door jamb.

About to whirl back in, he freezes as something seems to
seize hold of him. The Cop's body starts to spasm and his
M-16 falls to the ground, long shadows springing up from
the mounted flashlight.


INT. WALL - DAY

Neo listens for a moment, the gunfire quiet when he hears
FOOTSTEPS rising fast.

Two arms suddenly smash through the wall, punching Neo
back against the iron stack pipe, fingers gouging into his
neck.

NEO
Fuck.

His gun clatters down the dark crevice.

TRINITY
It's an Agent!

Just as Neo's throat is about to collapse, Morpheus
explodes through the tattered plaster and lath, diving on
top of Agent Smith.

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

In the crawlspace, Trinity tries to scramble up past
Cypher.

TRINITY
Morpheus!

Morpheus squeezes Agent Smith's throat.

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

Neo suddenly glimpses what is happening but is powerless
to stop it.

NEO
No. No! Morpheus! Don't!

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

Behind his crooked glasses, Agent Smith smiles.

AGENT SMITH
The sewers. Of course.

MORPHEUS
Hurry!

AGENT SMITH
They won't make it.

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

TRINITY
Go!

NEO
We can't leave him!

TRINITY
We have to!

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


INT. BASEMENT - DAY

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

Apoc is the first to smash through in a hail of dirt and
plaster, landing in the middle of an enemy search unit.
Apoc doesn't let them suffer too long.

Immediately, he is on them, a long blade flashing in his
hand in wide, bloody electric arcs, feet kicking, bones
breaking.

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

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

Smoke blossoms from the green metal canisters.

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

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

TRINITY
Come on!

Cypher seems to trip as the cloud envelops him.

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


INT. ROOM 808 - DAY

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

AGENT SMITH
The great Morpheus. We meet at
last.

MORPHEUS
And you are?

AGENT SMITH
Smith. I am Agent Smith.

MORPHEUS
You all look the same to me.

Agent Smith counters Morpheus and slowly begins to pry his
hands from his throat.

Striking like a viper, Morpheus drives a vicious head butt
into Agent Smith's face. His nose and glasses shatter.

Morpheus flips up over Agent Smith, about to run, but
lands in front of a wall of men. Agent Smith rises behind
him, tossing off the broken sunglasses.

AGENT SMITH
Take him.

The wall of Cops rush Morpheus, filling the tiny bathroom
until he disappears under the tide.


INT. MAIN DECK

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

TANK
No!


EXT. HOTEL LAFAYETTE - DAY

Cypher is carried out, handcuffed, his body still shaking,
mucus bubbling out his nose. Agent Jones nods to Agent
Brown.

AGENT JONES
We have them now.


EXT. STREET - DAY

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

Neo, Trinity, Switch and Apoc climb out. Trinity pulls a
waterlogged phone from her pocket.

TRINITY
We need a phone.


INT. MAIN DECK

Tank is again at the monitors, searching the Matrix.

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

The PHONE RINGS.

TANK
Operator.

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

TANK
Cypher?


EXT. STREET - DAY

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

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

TANK (V.O.)
I got you.

CYPHER
Just get me outta here.

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

Cypher hangs up and smiles as the fire trucks arrive.


INT. MAIN DECK

The PHONE RINGS. Tank answers.

TANK
Operator.

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


EXT. STREET - DAY

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

NEO
Is Morpheus alive?

TRINITY
Is Morpheus still alive, Tank?

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

TRINITY
He's alive.

Again, inevitability seems to cinch around Neo.

TRINITY
We need an exit!

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

TRINITY
Cypher, I thought --

TANK (V.O.)
So did we. I sent him to Franklin
and Erie.

TRINITY
Got it.


INT. APPLIANCE STORE - DAY

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

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

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


EXT. STREET - DAY

Trinity sees the appliance shop.


INT. MAIN DECK

Tank punches the exit command.

TANK
Got him.

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


INT. APPLIANCE STORE - DAY

Neo crawls through the window that Cypher opened.


INT. MAIN DECK

Tank finishes loading the exit program as Cypher pulls
back a heavy blanket, exposing a high-tech rifle.


INT. APPLIANCE STORE - DAY

The PHONE begins to RING as the others crawl in.

SWITCH
God, I love that sound.


INT. MAIN DECK

Suddenly, a white BOLT of LIGHTNING EXPLODES against
Tank's chair, blasting him into the air.

Cypher checks the gun, unable to believe he missed.

CYPHER
Shit.

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

DOZER
No!


INT. APPLIANCE STORE - DAY

The PHONE is still RINGING.

TRINITY
You first, Neo.

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

TRINITY
What happened?

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

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


INT. MAIN DECK

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


INT. APPLIANCE STORE - DAY

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

CYPHER (V.O.)
Hello, Trinity.

TRINITY
Cypher? Where's Tank?

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

TRINITY
An accident?!


INT. MAIN DECK

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

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

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

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

TRINITY
You killed them.

APOC
What?!

SWITCH
Oh, God.

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

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

TRINITY
My God. Morpheus. You gave them
Morpheus.

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

TRINITY
The Matrix isn't real!

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

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

CYPHER
You tell me which is more real.

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

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

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

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

CYPHER
Welcome to the real world, eh, baby?

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

TRINITY
Goddamn you, Cypher!

CYPHER
Don't hate me, Trinity. I'm just
the messenger. And right now I'm
going to prove it to you.

He stands over Neo.

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

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

CYPHER
If he is the One, then in the next
few seconds there has to be some
kind of miracle to stop me. Right?
How can he be the One if he's dead?

He takes hold of the cord.

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

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

TRINITY
... yes.

CYPHER
No!

Cypher is frozen, staring AT us in terror.

CYPHER
I don't believe it!

Charred and bloody, Tank levels the gun.

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

He FIRES a CRACKLING BOLT of LIGHTNING that knocks Cypher
flying backwards.


INT. APPLIANCE STORE

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

The PHONE RINGS.

NEO
Go. You first this time.


INT. MAIN DECK

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

TRINITY
Tank, you're hurt.

TANK
I'll be all right.

TRINITY
Dozer?

Tank's face tightens.

TRINITY
I'm sorry, Tank.


EXT. GOVERNMENT BUILDING - DAY

A government highrise in the middle of downtown where a
military helicopter sets down on the roof.

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


INT. EXECUTIVE OFFICE - DAY

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

AGENT SMITH
Have you ever stood and stared at
it, Morpheus? Marveled at its
beauty. Its genius. Billions of
people just living out their
lives... oblivious.

Morpheus is handcuffed to a chair, stripped to the waist.
He is alternately shivering and sweating, wired to various
monitors with white disk electrodes. Beside him, Agent
Brown sucks a serum from a glass vial, filling a
hypodermic needle.

AGENT SMITH
Did you know that the first Matrix
was designed to be a perfect human
world? Where none suffered, where
everyone would be happy. It was a
disaster. No one would accept the
program. Entire crops were lost.

Agent Brown jams the needle into Morpheus' shoulder and
plunges down.

AGENT SMITH
Some believed we lacked the
programming language to describe
your perfect world. But I believe
that, as a species, human beings
define their reality through
suffering and misery.

Agent Brown studies the screens as the life signs react
violently to the injection.

AGENT SMITH
The perfect world was a dream that
your primitive cerebrum kept trying
to wake up from. Which is why the
Matrix was redesigned to this: the
peak of your civilization.

He turns from the window.

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

He sits down directly in front of Morpheus.

AGENT SMITH
Evolution, Morpheus. Evolution.

He lifts Morpheus' head.

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

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

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

Agent Smith looks at Agent Brown.

AGENT SMITH
Double the dosage.

Agent Jones suddenly enters.

AGENT JONES
We could have a problem.


INT. MAIN DECK

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

NEO
What are they doing to him?

TANK
They're hacking his mind.

NEO
How?

TANK
They inject virus-like serums to
attack the neuro-systems. It's like
cracking a computer. All it takes
is time.

NEO
How much time?

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

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

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

NEO
What do they want?

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

He looks up at Trinity who is pacing relentlessly.

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


INT. GOVERNMENT BUILDING

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

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

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

AGENT JONES
They are dead. In either case --

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


INT. MAIN DECK

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

TRINITY
Goddamnit! Goddamnit!

NEO
There has to be something that we
can do.

TANK
There is. We have to pull the plug.

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

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

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

Tank kneels beside Morpheus' body.

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

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

Tank takes hold of the plug.

Neo is paralyzed, his whole life is suddenly suspended by
the finality of this moment hurling at him with the speed
of a bullet.

Tank closes his eyes --

NEO
Stop!

They both look at him.

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

TANK
Neo, this has to be done!

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

TANK
What are you talking about?

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

Neo stops, his stare fixed on Morpheus.

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

TRINITY
What choice?

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

TRINITY
What are you doing?

NEO
I'm going in after him.

TRINITY
You can't!

NEO
I have to.

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

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

TRINITY
What?

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

Trinity is stunned.

TRINITY
No, you... have to be.

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

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

NEO
Why?

TRINITY
Because...

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

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

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

TANK
Why?

NEO
Because I believe in something.

TRINITY
What?

NEO
I believe I can bring him back.

Trinity stares at him, hovering on the edge that he just
jumped off. Her jaw sets and she starts climbing into the
chair beside him.

NEO
What are you doing?

TRINITY
I'm coming with you.

NEO
No, you're not.

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

There is nothing more to say except --

TRINITY
Tank, load us up.


INT. EXECUTIVE OFFICE - DAY

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

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

The life signs continue their chaotic patterns.

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

He leans forward.

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

He smiles.

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


INT. MAIN DECK

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

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

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


INT. CONSTRUCT

Racks of weapons appear and they begin to arm themselves.

TRINITY
No one has ever done anything like
this.

NEO
Yeah?

He snap cocks an Uzi.

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


INT. EXECUTIVE OFFICE - DAY

Agent Smith is again at the window.

AGENT SMITH
Why isn't the serum working?

AGENT BROWN
Perhaps we are asking the wrong
questions.

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

AGENT SMITH
Leave me with him.

Agents Brown and Jones look at each other.

AGENT SMITH
Now!

They leave and Agent Smith sits beside Morpheus.

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

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

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

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

AGENT SMITH
Repulsive, isn't it?

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

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

Morpheus sneers through the pain.

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

He begins squeezing, his fingers gouging into his flesh.

AGENT SMITH
You are going to tell me or you are
going to die.


INT. MAIN DECK

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

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


EXT. GOVERNMENT BUILDING -DAY

A dark wind blows.


INT. GOVERNMENT BUILDING - DAY

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

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

Dark glasses, game faces.

Neo calmly passes through the METAL DETECTOR which begins
to WAIL immediately.

A SECURITY GUARD moves over toward Neo, raising his metal
detection wand.

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

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

GUARD
Holy shit --

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

Chaos erupts; bystanders run for cover, POPPING CAPS
ECHOING in the stark official lobby.

A second wave of plainclothes cops and guards try to stop
them. They are met by the MUTED SPIT of a SILENCED GUN
and the razored WHISTLE of THROWING STARS.

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

Bodies slump down to the marbled floor while Neo and
Trinity hardly even break their stride.


INT. EXECUTIVE OFFICE

Agents Jones and Brown burst into the room. Agent Smith
releases Morpheus.

AGENT BROWN
What were you doing?

Agent Smith recovers, replacing his ear-piece.

AGENT JONES
You don't know.

AGENT SMITH
Know what?

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


INT. ELEVATORS - DAY

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


INT. EXECUTIVE OFFICE - DAY

Agent Jones looks at Morpheus.

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


INT. ELEVATOR SHAFT - DAY

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

NEO
There is no spoon.

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

BOOM! The CABLE SNAPS.

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

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


INT. LOBBY - DAY

The ELEVATOR HITS the bottom.

BA-BOOM!

The MASSIVE EXPLOSION BLOWS OPEN the DOORS, fire clouds
engulfing the elevator section of the lobby.


INT. EXECUTIVE OFFICE - DAY

The Agents hear the BLAST of FIRE ALARMS.

AGENT JONES
Lower level --

AGENT BROWN
They are actually attacking.

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

Agent Smith smashes a table.

AGENT SMITH
Find them and destroy them!

Agent Jones nods and touches his ear-piece.


EXT. ROOF - DAY

The roof-access tower is now engulfed in flames as Neo and
Trinity stand amongst a pile of their fallen enemies.

Across the roof, the PILOT inside the army helicopter
watches the last of their ferocious onslaught.

PILOT
I repeat, we are under attack!

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

Agent Jones emerges.

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

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

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

Fingers pumping, shells ejecting, dancing up and away, we
look through the sights and gunsmoke at --

The Agent blurred with motion --

Until the HAMMERS CLICK against the empty metal.

NEO
Trinity!

Agent Jones charges.

NEO
... help.

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

Bullet-time.

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

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

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

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

He has only time to look up, to see Agent Jones standing
over him, raising his gun a final time.

AGENT JONES
Only human...

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

Immediately, he whirls around and turns straight into the
muzzle of Trinity's .45 --

Jammed tight to his head.

TRINITY
Dodge this, mutherfucker!

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

It is the pilot.

Trinity helps Neo up.

TRINITY
Neo, how did you do that?

NEO
Do what?

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

NEO
It wasn't fast enough.

He checks his shoulder wound.

TRINITY
Are you all right?

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

Neo sees the helicopter.

NEO
Can you fly that thing.

TRINITY
Not yet.

She pulls out the cellular phone.


INT. HOVERCRAFT

Tank is back at the controls.

TANK
Operator.

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

Tank is immediately searching the disk drawers.

TRINITY (V.O.)
Hurry!

His fingers flash over the gleaming laser disks finding
one that he feeds into Trinity's Supplement Drive punching
the "load" commands on her keyboard.


EXT. ROOF - DAY

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

TRINITY
Let's go.


INT. HALL - DAY

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

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

AGENT JONES
Remain at your posts.

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

AGENT JONES
You will do as you are ordered!


INT. EXECUTIVE OFFICE - DAY

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

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

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

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

AGENT SMITH
No.

The GUN jumps and BULLETS EXPLODE THROUGH the WINDOW in a
CACOPHONY of CRASHING GLASS --

As the Agents go for their weapons.

But Neo is too close, the .50 caliber too fast and BULLETS
are everywhere, PERFORATING the room.

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

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

And finally Agent Jones.

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

NEO
Get up, Morpheus! Get up!

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


INT. HALL - DAY

Just outside the executive office, three Marines blister
with snow-static.


INT. EXECUTIVE OFFICE - DAY

Slowly, Morpheus lifts his face into the room's rain.
When he finally opens his eyes, they are again dark and
flashing with fire.

He rises from the chair, snapping his handcuffs just as
the Agents enter the adjoining room.

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

AGENT SMITH
Nooo!

He FIRES SWEEPING ACROSS the sheetrocked WALL in a perfect
line.

For an instant, we see the BULLETS SHRED, PUNCTURING the
WALL, searing through the wet air with jet trails of
chalk.

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

Knocking him off balance.

NEO
He won't make it.

Morpheus lunges, out of control --

As Neo spins, every move a whip crack, snapping the other
rope-end on to a bolted bar as --

Morpheus begins to fall, when Neo hurls himself into the
wide blue empty space --

Flying for a moment.

The rope snaking out behind him; an umbilical cord
attached to a machine.

As their two bodies, set in motion, rushing at each other
on a seemingly magnetic course until --

They collide.

Almost bouncing free of each other, arms, legs scrambling,
hands searching in furious desperation, finding hold and
clinging.

Until the LINE ends, SNAPPING taut, cracking their fragile
embrace. Morpheus tumbles, legs flipping over, falling
down --

The ground deliriously distant --

As Neo snatches hold of his mentor's still handcuffed
wrist.

NEO
Gotcha!


INT. MAIN DECK

Tank stares at the screen, his mouth agape.

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


EXT. GOVERNMENT BUILDING

Trinity is already pulling the copter up and away.

Anger boils up into Agent Smith and he points his gun,
targeting the helicopter. He'll bring them all down.

The helicopter crabs through the canyon of skyscrapers and
just as Agent Smith FIRES --

It disappears behind a building, Agent Smith's BULLETS
FRACTURING the huge PANES of skyscraper GLASS.

AGENT SMITH
Find them! Track them!


EXT. ROOFTOP - DAY

The helicopter touches down on the skyscraper in a swirl
of dust and gravel. Neo has an arm around Morpheus,
holding him up.

TRINITY
Morpheus!

She runs at him, slamming her arms around him.

MORPHEUS
Do you believe it now, Trinity?

Trinity looks at Neo.

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

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


INT. MAIN DECK

The PHONE RINGS.

MORPHEUS (V.O.)
Tank.

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

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

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

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


EXT. ROOFTOP - DAY

We rush at the roof access door as it suddenly slams open
and the three agents charge out.

But Neo, Trinity and Morpheus are already gone.

AGENT SMITH
Damnit!

AGENT BROWN
The trace was completed.

AGENT JONES
We have their position.

AGENT BROWN
The extermination unit is in place.

AGENT JONES
Order the strike.

Agent Smith can't stand listening to them. He moves to
the edge of the building, looking out at the surrounding
city.

AGENT SMITH
They're not out yet.


INT. SUBWAY STATION - DAY

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

A PHONE begins to RING.

Neo leads Trinity and Morpheus bounding over a set of
turnstiles towards the ringing phone inside a graffiti-
covered booth.

NEO
Let's go! You first, Morpheus.

Morpheus gets in and answers the phone.

Lost in the shadow, the Old Man watches as Morpheus
disappears, the phone dropping, dangling by its cord. His
eyes grow wide, glowing white in the dark.


EXT. ROOFTOP - DAY

Agent Smith stares, his face twisted with hate. He will
never be free of the Matrix.

He starts to turn from the edge of the building when he
suddenly hears it, his head whipping around, staring --


INT. SUBWAY - OLD MAN'S POV - DAY

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


TRINITY

hangs up the phone, then turns to Neo.

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

The RUMBLE GROWS, the ground beginning to shake.

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

Behind her, the PHONE begins to RING.

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

The RUMBLE RISES, drowning her voice. Neo is drawn
towards her, their lips close enough to kiss when a TRAIN
BLASTS into the station.

For a moment, they are frozen by the strobing lights of
the train until Neo whispers in her ear.

NEO
Promise me you'll tell me the rest?

She nods as he closes the booth. The PHONE RINGS once
more before she lifts the receiver when --

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

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

NEO
No!

The GUN FIRES, the BULLET flying at her, BURSTING through
the PLASTIC WINDOW just as --

Trinity disappears.

The headset hanging in the air as the BULLET HITS,
SHATTERING the EAR-PIECE.


INT. HOVERCRAFT

Trinity blinks, shivering as her conscious exits the
Construct.

TRINITY
Neo!

TANK
What the hell just happened?

TRINITY
An Agent! You have to send me back!

TANK
I can't!


INT. SUBWAY STATION - DAY

The destroyed phone dangles in the empty booth. Neo turns
to Agent Smith whose gun stares at him like a third eye.

AGENT SMITH
Mr. Anderson.


INT. MAIN DECK

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

TRINITY
Run, Neo. Run.


INT. SUBWAY STATION - DAY

Neo looks at the dead escalator that rises up behind him.
Slowly he turns back and in his eyes we sees something
different, something fixed and hard like a gunfighter's
resolve.

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


INT. MAIN DECK

Trinity is unable to understand.

TRINITY
What is he doing?

MORPHEUS
He's beginning to believe.


INT. SUBWAY STATION - DAY

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

Smith OPENS FIRE.

GUN REPORT THUNDERS through the underground, both men
BLASTING, moving at impossible speed.

For a blinking moment we enter BULLET-TIME.

Gun flash tongues curl from Neo's gun, bullets float
forward like a plane moving across the sky, cartridges
cartwheel into space.

An instant later they are nearly on top of each other,
rolling up out of a move that is almost a mirrored
reflection of the other --

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

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

Agent Smith smiles.

AGENT SMITH
You're empty.

Neo pulls the TRIGGER. CLICK.

NEO
So are you.

The smile falls. Agent Smith yanks his TRIGGER.

CLICK.

Agent Smith's face warps with rage and he attacks, fists
flying at furious speed, blows and counters, Neo
retreating as --

A knife-hand opens his forearm, and a kick sends him
slamming back against a steel column.

Stunned, he ducks just under a punch that CRUNCHES into
the BEAM, STEEL CHUNKS EXPLODING like shrapnel.

Behind him, Neo leaps into the air, delivering a neck-
snapping reverse round-house. Agent Smith's glasses fly
off and he glares at Neo; his eyes ice blue.

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

Agent Smith attacks with unrelenting fury, fists pounding
Neo like jackhammers.


INT. HOVERCRAFT

Trinity watches Neo as his body jerks, mouth coughing
blood, his LIFE SIGNS GOING WILD.

TRINITY
Jesus, he's killing him!


INT. SUBWAY STATION - DAY

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

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

The sound of an ON-COMING TRAIN.

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

The world again begins to shake, RUMBLING as the TRAIN
NEARS.

AGENT SMITH
Do you hear that, Mr. Anderson?

Agent Smith grabs Neo in a choke-hold forcing him to look
down the tracks, the train's headlight burning a hole in
the darkness.

AGENT SMITH
That is the sound of inevitability.

Neo sees it coming and he starts to fight.

AGENT SMITH
It is the sound of your death.

There is another METAL SCREECH, much LOUDER, CLOSER, as
Agent Smith tightens his hold. Neo is unable to breathe.

AGENT SMITH
Good-bye, Mr. Anderson.

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

He is not ready to die.

NEO
My name is Neo.

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

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

Neo backflips up off the tracks just as --

The train barrels over Agent Smith.

Neo stands, knees shaking, when the train slams on its
emergency brake. With an ear-splitting SHRIEK of tortured
rails, the TRAIN slows, part of it still in the station.

Neo turns, limping, starting to run, racing for the
escalator --

As the train comes to a stop and the doors of the last car
open; Agent Smith bursts out in furious pursuit, his
glasses again intact.


INT. HOVERCRAFT

Tank searches the Matrix.

TRINITY
What just happened?

TANK
I don't know. I lost him.

MORPHEUS
He's on the run --

Suddenly, a SIREN sounds.

TANK
Oh shit!

Morpheus bolts to the ladder.


INT. COCKPIT

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

TRINITY
Oh no.

Trinity is behind him.

TRINITY
How long?

MORPHEUS
Five minutes. Maybe six.

Morpheus lifts the headset.

MORPHEUS
Tank, charge the E.M.P.

TANK (V.O.)
Yes, sir.

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

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


EXT. CITY STREET - DAY

A BUSINESSMAN walks along the sidewalk, wheeling and
dealing into his cell phone when it disappears, snatched
by Neo as he flashes by.

MAN
What the shit -- My phone!

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

Neo is in a full out sprint, spinning and weaving away
from every pedestrian, every potential Agent.

He flips open the cell phone and dials long distance.


INT. HOVERCRAFT

Tank answers.

TANK
Operator.

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


EXT. CITY STREET - DAY

A pickup truck swerves onto the sidewalk behind him,
driven by Agent Jones.

NEO
Hurry, Tank! I got some serious
pursuit!

Neo dodges down an alley.


INT. HOVERCRAFT

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

TRINITY
Neo, you better get your ass back
here!


EXT. ALLEY

Neo burns down the alley, the pickup fishtailing behind
him, gaining fast.

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

He runs, feet digging, legs pumping and just before the
truck buries him --

He dives into a gangway at the last second.


INT. MAIN DECK

Tank speed-reads the reams of Matrix code.

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


EXT. CITY STREET

Neo springs from the gangway, head swiveling in all
directions.

NEO
Which way? Which way?

TANK (V.O.)
Duck!

He ducks as a SWARM of BULLETS CHEW into the BRICK WALL
behind him and spring full bore down the street, Agent
Smith right behind him.

TANK (V.O.)
Go straight!

Neo hauls ass, juking, ducking and diving, feet hardly
touching the ground.

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

Agent Jones emerges from a bus full of Girl Scouts that
are unloading on his right.

Neo veers left as Agent Brown rises from behind a
newspaper up ahead.

TANK (V.O.)
Left! Take a left!

He does, finding himself in an open market --

That teems with people.

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

He careens through the labyrinth, out of control. And at
every turn there is an Agent; appearing from crowds,
behind fish counters, tent flaps, and crates.

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

He dives from the maze down a service alley.


INT. MAIN DECK

Tank reaches out to the monitor.

TANK
No! Not down there!


EXT. ALLEY

It is a dead end.

Neo turns back as the Agents emerge from the market.

NEO
Uh, help! Need a little help!


INT. MAIN DECK

Tank frantically scans the monitor like a road map.

TANK
That door on your left.


EXT. ALLEY

Neo dives for it but --

NEO
It's locked.

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

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


INT. APARTMENT BUILDING

Neo springs up the old crooked apartment building stairs.

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

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

TANK
Shit! The door on your left.

Neo lurches, kicking in an apartment door.

TANK
No! Other left!

He whirls back to his other left, battering through the
DOOR which SPLINTERS, PERFORATED by BULLETS.

Tank barks directions in Neo's ear, guiding him zigzag
through the apartment.

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

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

TANK (V.O.)
That window!

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

TANK
Down! Down!

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


INT. MAIN DECK

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

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


EXT. ALLEY

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

Agent Smith suddenly pauses as if recognizing something;
the faded NEON BUZZES: Chase Hotel.


INT. HOVERCRAFT

Tank loads the exit.

TANK
I'm going to make the call.

MORPHEUS
Do it!

Suddenly, the lights go red.

TRINITY
No.

Morpheus looks up.

MORPHEUS
Here they come.


EXT. SEWER MAIN

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


INT. HOVERCRAFT

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

Trinity watches him.

MORPHEUS
He's going to make it.


EXT. ALLEY - DAY

Neo scrambles up the fire escape as BULLETS spark and
RICOCHET around him.

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


INT. MAIN DECK

Another systems ALARM sounds.

TANK
They've burned through the outer
shields.

TRINITY
Hurry, Neo.


INT. HALL - DAY

Neo can hear the PHONE RINGING.

305... 304...

Agent Brown reaches the broken window behind him just as
Neo grabs the handle to 303, throwing open the door to
find --

Agent Smith, waiting, .45 cocked.

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

BOOM.


INT. MAIN DECK

Neo's body jerks, and everyone hears it as the LIFE
MONITORS SNAP FLATLINE.

Trinity screams. Morpheus stumbles back in disbelief.

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

LASERS suddenly SEAR through the main deck as the
Sentinels slice open the hull.


INT. HALL - DAY

Three holes in his chest, Neo falls to the blue shag
carpeting, blood smearing down the wall paper. Agent
Smith stands over him, still aiming, taking no chances.

AGENT SMITH
Check him.


INT. MAIN DECK

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

TRINITY
Neo...


INT. HALL - DAY

Kneeling beside him, Agent Brown checks his vital signs.

AGENT BROWN
He's gone.

Agent Smith smiles, standing over him.

AGENT SMITH
Good-bye, Mr. Anderson.


INT. MAIN DECK

In tears, Morpheus takes hold of the EMP switch.

Trinity whispers in Neo's ear.

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

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


INT. HOTEL HALL - DAY

He does. And they do.

His eyes snap open.


INT. MAIN DECK

Trinity screams as the MONITORS JUMP back to LIFE. Tank
and Morpheus look at each other.

It is a miracle.

TRINITY
Now get up!


INT. HALL - DAY

Holding his chest, Neo struggles to get up. At the end of
the hall, the Agents wait for the elevator when Agent
Smith glances back. He rips off his sunglasses looking at
Neo as if he were looking at a ghost.

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

NEO
No!

Neo raises his hands and the bullets, like a cloud of
obedient bees, slow and come to a stop. They hang frozen
in space, fixed like stainless steel stars.

The Agents are unable to absorb what they are seeing.

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

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

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


INT. MAIN DECK

All three stare transfixed with awe as the scrolling code
accelerates, faster and faster, as if the machine language
was unable to keep up or perhaps describe what is
happening.

They begin to blur with brilliant saturated color images
of Neo standing in the hall.

TANK
How...?!

MORPHEUS
He is the One. He is the One!

An EXPLOSION shakes the entire ship.


INT. HALL

Agent Smith screams, his calm machine-like expression
shredding with pure rage.

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

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

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

Spinning around he looks to the others and feels
something, like a tremor before a quake, something deep,
something that is going to change everything.

Suddenly a SEARING sound stabs through his earpiece as his
chest begins to swell, then balloon as --

Neo bursts up out of him. Agent Smith screams, fighting
what seems inevitable as Neo absorbs and envelops him,
overtaking Smith as if he were now an Agent, until --

Only Neo is left.

Neo faces the remaining Agents. They look at each other,
the same idea striking simultaneously --

They run.


INT. MAIN DECK

Sentinels are everywhere destroying the ship. A LASER
cuts its way towards Morpheus who stands at the EMP
detonator.

TRINITY
Neo!


INT. HALL

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


INT. MAIN DECK

The LASERS burn towards Morpheus. On the screen we see
Neo dive for the phone as --

The LASER HITS.

TRINITY
Now!

Morpheus turns the key.


INT. OVERFLOW PIT

A blinding shock of white light floods the chamber;
Sentinels blink and fall instantly dead, filling the pit
with their cold metal carcasses.


INT. HOVERCRAFT

In the still darkness, only the humans are alive.

TRINITY
Neo?

His eyes open. Tears pour from her smiling eyes as he
reaches up to touch her.

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

FADE TO BLACK.

FADE IN:

CLOSE ON COMPUTER SCREEN

as in the opening. The cursor beating steadily, waiting.

A PHONE begins to RING.

It is answered and the screen fills instantly with the
trace program. After a long beat, we recognize Neo's
voice.

NEO (V.O.)
Hi. It's me. I know you're out
there. I can feel you now.

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

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

We DIVE THROUGH the numbers, SURGING UP THROUGH the
darkness, SUCKED TOWARDS a tight constellation of stars.

NEO (V.O.)
I know you're real proud of this
world you've built, the way it
works, all the nice little rules and
such, but I've got some bad news.

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

NEO (V.O.)
I've decided to make a few changes.

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

He steps out of the phone booth and slides on a pair of
sunglasses. He looks up and we RISE.

HIGHER...

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

After a moment, Neo BLASTS BY us, his long black coat
billowing like a black leather cape as he flies faster
then a speeding bullet.

FADE OUT.

THE END
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