"THE MATRIX" (1999)

by

Larry and Andy Wachowski

NUMBERED SHOOTING SCRIPT

March 29, 1998

FADE IN:

1 ON COMPUTER SCREEN 1

so close it has no boundaries.

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

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

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

On screen: "Trace program: running."

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

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

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

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

Only two thin digits left.

The final NUMBER POPS into place --

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

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

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

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.

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.

She slowly puts her hands behind her head.

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

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

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The Lieutenant laughs.

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

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

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

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

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

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

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A flashlight rocks slowly to a stop.

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

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

She takes a deep breath, centering herself.

She drops the phone.

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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.

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

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

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

Agent Brown, however, has the same unnatural grace.

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

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

From above, the ground seems to flow beneath her as she hangs in flight, then hits, somersaulting up, still running hard.

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

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

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

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

Hurtles herself into the empty night space, her body leveling into a dive. She falls, arms covering her head as the whole world seems to spin on its axis --

A10 INT. BACK STAIRWELL A10

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

But still alive.

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

Trinity tries to move. Everything hurts.

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 u-turns, it's TIRES SCREAMING as it accelerates. Trinity sees the headlights of the truck arcing at the telephone booth as if taking aim.

Gritting through the pain, she races the truck, slamming into the booth, the headlights blindingly bright, bearing down on the box of Plexiglas just as --

She answers the phone.

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

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

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

His jaw sets as he grinds his molars in frustration. Agent Jones and Brown walk up behind him.

Agent Smith almost smiles.

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

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

Swallowed by DARKNESS.

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

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

We DRIFT BACK FROM the screen and INTO --

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.

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."

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

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

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

Opening the door, he hands the disk to Choi.

Neo nods as the strange feeling of unrealness suddenly returns.

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

He smiles and slaps the hand of his nearest droog.

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.

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

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

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

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

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

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

Neo is a little embarrassed.

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

She nods.

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

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

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She leans close, her lips almost touching his ear.

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 --

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

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

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.

His long, bony fingers resume clicking the keyboard.

He turns again.

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

VOICE (O.S.) Thomas Anderson?

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

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

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.

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

Neo starts to stand.

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

Neo ducks.

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

The agents are moving quickly towards the cubicle.

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.

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

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

Brown is talking to another employee.

Sweat trickles down his forehead.

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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 laughs quietly.

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

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

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

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

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.

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

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

Trinity watches in the rearview mirror of her motorcycle.

CLOSE ON a camera monitor; a wide angle view of a white room where Neo is sitting at a table alone. We MOVE INTO the monitor, entering the room as if the monitor was a window.

At the same moment, the door opens and the Agents enter. Agent Smith sits down across from Neo. A thick manila envelope slaps down on the table. The name on the file: "Anderson, Thomas!A."

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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.

The pages continue to turn.

Neo feels himself sinking into a pit of shit.

He closes the file.

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

He leans closer.

Neo tries to match his stare.

Neo nods to himself.

He does.

Agent Smith puts his glasses back on.

Agent Smith smiles.

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.

Smith nods and the other two rip open his shirt. From a case taken out of his suit coat, Smith removes a long, fiber-optic wire tap.

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

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

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

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.

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Neo feels sick.

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

It is just beyond the middle of the night; that time when it seems there are no rules and everything feels unsafe. Neo's boots scrape against the concrete. Every pair of eyes he passes seems to follow him. Rain pours from a black sky.

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

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

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

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

Apoc does.

Neo opens the door.

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

He closes the door.

A23 EXT. DARK STREET A23

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

Neo grudgingly strips off his T-shirt.

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

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.

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

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

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

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.

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

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

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.

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Neo can hear his own heart pounding.

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

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

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

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

Again, that smile that could cut glass.

Neo swallows hard and nods.

The LEATHER CREAKS as he leans back.

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

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

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

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

He leads Neo into the other room, which is cramped with high-tech equipment, glowing ash-blue and electric green from the racks of monitors. Trinity, Apoc, Switch and Cypher look up as they enter.

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

Neo sits in a chair in the center of the room and Trinity begins gently fixing white electrode disks to him. Near the chair is an old oval dressing mirror that is cracked. He whispers to Trinity:

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

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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.

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.

A flash of lightning flickers white hot against Neo.

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

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.

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Morpheus takes out a cellular phone and dials a number.

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

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

Streams of mercury run from Neo's nose.

An ALARM on Trinity's monitor ERUPTS.

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.

floating in a magenta amnion.

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His body spasms, fighting against the thick gelatin.

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

He is struggling desperately now. Air bubbles into the Jell-O but does not break the surface. Pressing up, the surface distends, stretching like a red rubber cocoon.

Unable to breathe, he fights wildly to stand, clawing at the thinning elastic shroud, until it ruptures, a hole widening around his mouth as he sucks for air. Tearing himself free, he emerges from the cell.

It is Neo.

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

He is standing in an oval capsule of clear alloy filled with magenta gelatin, the surface of which has solidified like curdled milk. The IVs in his arms are plugged into outlets that appear to be grafted to his flesh.

He feels the weight of another cable and reaches to the back of his head where he finds an enormous coaxial plugged and locked into the base of his skull. He tries to pull it out but it would be easier to pull off a finger.

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

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

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

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

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

From above, a machine drops directly in front of Neo.He swallows his scream as it seems to stare at him. It is almost insect-like in its design; beautiful housings of alloyed metal covering organic-like systems of hard and soft polymers.

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

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

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

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.

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.

Neo passes out.

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FADE IN:

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

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

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 and Morpheus are operating on Neo.

Fluorescent light sticks burn unnaturally bright.

Morpheus closes Neo's eyes and Neo lays back.

Neo wakes up from a deep sleep, feeling better. He begins to examine himself. There is a futuristic IV plugged into the jack in his forearm. He pulls it out, staring at the grafted outlet.

He runs his hand over the short hair now covering his head. His fingers find and explore the large outlet in the base of his skull.

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

The wind is knocked from Neo's chest.

Like a sleepwalker, Neo follows Morpheus through the ship.

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They climb a ladder up to the main deck.

Everyone is there.

Trinity smiles and nods.

The names and faces wash meaninglessly over Neo.

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.

He touches the back of Neo's head.

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.

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 --

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

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

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.

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

Morpheus smiles.

Neo touches his head.

Neo's hands run over the cracked leather.

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

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

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

Beneath us, the water is gone.

We TURN AND DESCEND, SPIRALING DOWN TOWARD the lake bed which is scorched and split like burnt flesh, where we FIND Morpheus and Neo. Neo clings to the chair, trying to get his bearings.

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

As we DESCEND INTO the circular window of his glasses, there is a flash of lightning.

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

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

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

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

A40 INT. POWER PLANT A40

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

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

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

Morpheus steps INTO VIEW as he clicks off the television.

He opens the back of the television remote control.

He holds up a coppertop battery.

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

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

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.

Vomiting violently, Neo pitches forward and blacks out.

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

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

Deep down, Neo knows that answer.

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

He pauses.

Neo can feel his eyes on him.

He stands up.

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

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

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

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

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

Neo reads the label on the disk.

Tank slides the disk into Neo's supplement drive.

Smiling, Tank punches the "load" code. His body jumps against the harness as his eyes clamp shut. The monitors kick wildly as his heart pounds, adrenaline surges, and his brain sizzles. An instant later his eyes snap open.

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.

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

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

Neo nods as Morpheus assumes a fighting stance.

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

It is like a Jackie Chan movie at high speed, fists and feet striking from every angle as Neo presses his attack, but each and every blow is blocked by effortless speed.

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

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

MOUSE bursts into the room, interrupting dinner.

All at once, everyone bolts for the door.

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

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.

Neo is frustrated, still unable to catch his breath.

Neo stands, nodding slowly.

Their fists fly with pneumatic speed.

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

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

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

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

There are several gasps.

Morpheus rubs his face, then smiles.

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

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 spins, running hard at the edge of the rooftop. And jumps. He sails through the air, his coat billowing out behind him like a cape as he lands on the rooftop across the street.

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

He takes a deep breath. And starts to run.

They are transfixed.

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

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 windblown tears from his face. Morpheus exits the building and helps him to his feet.

Morpheus smiles and nods.

They break up.

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 stares at the blood.

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

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

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

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

Trinity says nothing.

She turns and he watches her walk away.

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

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

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

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

Everything except Morpheus and Neo freezes.

Neo stares at the Agent.

THE MATRIX - Rev. 3/9/98 55.

Neo scratches his head.

Morpheus' cell PHONE RINGS and he flips it open.

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

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

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

THE MATRIX - Rev. 3/9/98 56.

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

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

Morpheus clicks the intercom.

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

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

Neo leans into Trinity's ear.

Dozer looks up.

THROUGH the cockpit's windshield, the vast cavern of the sewer main yawns before them. Strands of green haze curl round mossy icicles that dangle into a pool of churning frozen waste. Neo begins to angle around Dozer but Morpheus grabs him.

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 swath --

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.

The ship is quiet and dark. Everyone is asleep.

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

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

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

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

He raises the glass.

THE MATRIX - Rev. 3/9/98 59.

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

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

Neo looks up, unsure.

Neo looks down at his drink.

Neo gulps down another shot.

Cypher nods as Neo heads for the ladder.

A71 INT. RESTAURANT - NIGHT A71

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

We hear a voice that we recognize immediately.

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

THE MATRIX - Rev. 3/9/98 61.

A71 CONTINUED: A71

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

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

Cypher takes a deep drink of wine.

THE MATRIX - Rev. 3/9/98 62.

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

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

Neo scoops up a spoonful.

THE MATRIX - Rev. 3/9/98 63.

He sidles up to Neo.

Morpheus enters.

With that he turns and leaves.

THE MATRIX - Rev. 3/9/98 64.

A72 INT. MAIN DECK A72

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

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

B72 INT. HOTEL LAFAYETTE - ROOM 1313 B72

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

Morpheus answers the phone.

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.

Cypher opens the driver's door of an old car as Trinity, Morpheus and Neo cross to the car, Cypher glances about quickly, then drops something inside a garbage can.

THE MATRIX - Rev. 3/9/98 64A.

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

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.

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

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

He turns to her.

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

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

The car suddenly jerks to a stop.

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

He smiles as she turns to the window.

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

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

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

DING. The ELEVATOR opens.

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.

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

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

This is difficult for Morpheus to admit.

He looks up at Neo.

His eyes blaze.

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

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

It seems particularly normal.

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.

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.

Neo nods, staring at the spoon.

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.

Spoon Boy smiles.

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

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

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.

She sets the cookie tray on a wooden hot pad.

Smiling, she lights a cigarette.

She winks.

He nods.

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

She puts her cigarette down.

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

Neo almost has to laugh.

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

Neo nods.

Neo can't breathe.

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

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

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

Neo nods and takes a bite of his cookie.

THE MATRIX - Rev. 3/22/98 75.

Neo and Morpheus get in the car.

Cypher looks into the rearview mirror at Neo.

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.

Mouse's CELLULAR RINGS.

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

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

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

THE MATRIX - Rev. 3/22/98 75A.

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

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

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

Those words stop the others dead in their tracks.

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

Trinity turns around, her face tight.

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

THE MATRIX - Rev. 3/9/98 77.

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

Tank sees what was changed.

Morpheus looks up the stairs as he hears a HELICOPTER.

Apoc slaps a gun into Neo's hand.

Neo nods, stuffing it into his belt.

Heavy bolt cutters snap through the main phone cable.

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

Mouse yanks open the curtain.

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

THE MATRIX - Rev. 3/9/98 78.

Tank watches helplessly.

Morpheus stops as Mouse's SCREAM is drowned out by the report of MACHINE GUN FIRE.

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

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.

Flying downstairs, Morpheus stops, hearing POLICE SWARMING below.

A99 INT. HALL - DAY A99

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

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

THE MATRIX - Rev. 3/9/98 79.

A99 CONTINUED: A99

Morpheus rips off his jacket.

Tank answers the call.

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

The diagram windows onto the screen.

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

Morpheus is guided by Tank.

Agent Smith hears the LINE CLICK dead.

THE MATRIX - Rev. 3/9/98 80.

A105 INT. STAIRWELL - DAY A105

Agent Brown listens to his earpiece.

Boots clatter up the marble staircase.

A106 INT. HALL - DAY A106

Cops flood the eight floor, rushing everywhere.

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

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.

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

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

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

THE MATRIX - Rev. 3/9/98 80A.

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 --

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 wildly through the plaster and lath.

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

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

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.

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

The two men crash to the wet terrazzo floor.

Before Agent Smith can find his weapon, Morpheus is on him, pinning him in an iron grip.

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

Morpheus squeezes Agent Smith's throat.

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

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

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

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

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

Smoke blossoms from the green metal canisters. Trinity never stops moving. Searching the floor, she finds what she needs; the cover of the catch basin.

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

Cypher seems to trip as the cloud envelops him.

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

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

Agent Smith counters Morpheus and slowly begins to pry his hands from his throat. Striking like a viper, Morpheus, drives a vicious head butt into Agent Smith's face. His nose and glasses shatter.

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

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

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

The wall of cops rushes Morpheus, filling the tiny bathroom until he disappears under the tide.

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

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

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

THE MATRIX - Rev. 3/9/98 84.

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

The PHONE RINGS. Tank answers.

All four are moving quickly down a back street.

THE MATRIX - Rev. 3/9/98 85.

Again, inevitability seems to cinch around Neo.

A124 EXT. TV REPAIR SHOP - DAY A124

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

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.

Trinity sees the TV repair shop.

Tank punches the exit command.

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

THE MATRIX - Rev. 3/9/98 86.

Neo crawls through the window that Cypher opened.

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

The PHONE begins to RING as the others crawl in.

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.

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

The PHONE is still RINGING.

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

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

THE MATRIX - Rev. 3/9/98 87.

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

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

INTERCUT WITH:

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

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

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

THE MATRIX - Rev. 3/22/98 88.

Cypher leans over, talking to Morpheus.

She looks up at Apoc, her face going white.

THE MATRIX - Rev. 3/22/98 88A.

135 CONTINUED: (1A) 135

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

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

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

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

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

He stands over Neo.

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

He takes hold of the cord.

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

Charred and bloody, Tank levels the gun.

THE MATRIX - Rev. 3/9/98 90.

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

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

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

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

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.

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

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

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

He turns from the window.

He sits down directly in front of Morpheus.

He lifts Morpheus's head.

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

Agent Smith looks at Agent Brown.

Agent Jones suddenly enters.

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

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

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

He looks up at Trinity who is pacing relentlessly.

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

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

Tank kneels beside Morpheus's body.

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

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

Tank closes his eyes and takes hold of the plug.

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

They both look at him.

Neo stops, his stare fixed on Morpheus.

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

Trinity is stunned.

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

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.

There is nothing more to say except --

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

The life signs continue their chaotic patterns.

He leans forward.

He smiles.

A144 INT. CONSTRUCT A144

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

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

Racks of weapons appear and they begin to arm themselves.

He snap-cocks an Uzi.

Agent Smith is again at the window.

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

Agents Brown and Jones look at each other.

They leave and Agent Smith sits beside Morpheus.

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

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

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

Morpheus sneers through his pain.

He begins squeezing, his fingers gouging into his flesh.

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

A dark wind blows.

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.

THE MATRIX - Rev. 3/9/98 101.

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.

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

A fourth guard dives for cover, clutching his radio.

GUARD #4 Backup! Send in the backup!

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

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

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

They are met by the quivering spit of a SUB-HAND MACHINE GUN and the RAZORED WHISTLE of throwing knives. Weapons like extensions of their bodies, are used with the same deadly precision as their feet and their fists.

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

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

Agent Smith recovers, replacing his earpiece.

THE MATRIX - Rev. 3/9/98 101A.

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

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

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

Agent Jones looks at Morpheus.

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 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.

The ELEVATOR hits the bottom.

BA-BOOM!

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

The Agents hear the BLAST of FIRE ALARMS.

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

Agent Smith smashes a table.

Agent Jones nods and touches his earpiece.

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.

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

Just as she drops the final Marine, Trinity sees what's coming. Neo sees her, the fear in her face, and he knows what is behind him.

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

Fingers pumping, shells ejecting, dancing up and away, we look THROUGH the sights and gun smoke AT the Agent blurred with motion --

Until the hammers click against the empty metal.

Agent Jones charges.

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.

THE MATRIX - Rev. 3/9/98 104.

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.

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.

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.

He checks his shoulder wound.

Neo sees the helicopter.

She pulls out the cellular phone.

THE MATRIX - Rev. 3/29/98 105.

Tank is back at the controls.

Tank is immediately searching the disk drawers.

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.

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

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.

The GUN jumps and BULLETS EXPLODE THROUGH the WINDOW in a CACOPHONY of CRASHING GLASS as the Agents go for their weapons.

But Neo is too close, the .50 caliber too fast and BULLETS are everywhere, PERFORATING the room.

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

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

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

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

Just outside the executive office, three Marines blister with snow-static.

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.

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.

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 MATRIX - Rev. 3/9/98 107.

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.

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

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

Neo hears the helicopter begin to die.

Trinity throws the helicopter towards the roof of the nearest building.

Morpheus and Neo cling to one another as they and the machine above them begin to fall.

The ENGINE GRINDS, the chopping blades start to slow while --

Trinity guides the parabolic fall over the nearest roof where --

Neo and Morpheus drop safely, rolling free as the rope goes slack. Neo gets to his feet, trying to detach himself but --

THE MATRIX - Rev. 3/9/98 108.

The helicopter is falling too fast, arcing over the roof like a setting sun --

The coils of slack snap taut, yanking Neo off his feet, dragging him with ferocious speed towards the edge even as --

Trinity lunges for the back door, her gun in one hand, grabbing for the rope with the other --

Neo flies like a skipping stone, hurtling at the parapet, when his feet hit the rain gutter and he levers up just as --

Trinity fires, severing the cord from the helicopter, falling free of it as it SMASHES, blades first into a GLASS skyscraper.

Holding on to the rope she swings, connected to Neo, who stands on the building's edge watching her arc beneath him as the HELICOPTER EXPLODES --

She bounces against a shatterproof WINDOW that SPIDER- CRACKS out while flames erupt behind her.

Tank stares at the screen, his mouth agape.

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

Trinity looks at Neo.

THE MATRIX - Rev. 3/9/98 109.

The PHONE RINGS.

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 can't stand listening to them. He moves to the edge of the building, looking out at the surrounding city.

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.

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.

Agent Smith stares, his face twisted with hate. He will never be free of the Matrix.

He starts to turn from the edge of the building when he suddenly hears it, his head whipping back around, staring!--

Through the old man's eyes as the world begins to RUMBLE.

Trinity hangs up the phone, then turns to Neo.

The RUMBLE GROWS, the ground beginning to shake.

Behind her, the PHONE begins to RING.

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.

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.

The GUN FIRES, the BULLET flying at her, BURSTING through the PLASTIC WINDOW just as Trinity disappears.

The handset hanging in the air as the BULLET HITS, SHATTERING the EAR-PIECE.

Trinity blinks, shivering as her conscious exits the Construct.

The destroyed phone dangles in the empty booth. Neo turns to Agent Smith whose gun stares at him like a third eye.

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

Neo looks at the dead escalator that rises up behind him. Slowly he turns back and in his eyes we see something different, something fixed and hard like a gunfighter's resolve.

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

Trinity is unable to understand.

Neo whip-draws his gun with the flashpoint speed of lightning as!--

Smith OPENS FIRE.

GUN REPORT THUNDERS through the underground, both men BLASTING, moving at impossible speed.

For a blinking moment we enter BULLET-TIME.

Gun flash tongues curl from Neo's gun, bullets float forward like a plane moving across the sky, cartridges cartwheel into space.

An instant later they are nearly on top of each other, rolling up out of a move that is almost a mirrored reflection of the other --

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

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

Neo pulls the TRIGGER. CLICK.

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 attacks with unrelenting fury, fists pounding Neo like jackhammers.

Trinity watches Neo as his body jerks, mouth coughing blood, his life signs going wild.

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

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

The sound of an ONCOMING TRAIN.

Neo tries to get up. Agent Smith jumps down onto the tracks and drop-kicks him in the face. The world again begins to shake, RUMBLING as a TRAIN NEARS.

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.

Neo sees it coming and he starts to fight.

There is another METAL SCREECH, much LOUDER, CLOSER, as Agent Smith tightens his hold. Neo is unable to breathe.

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

He is not ready to die.

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.

Tank searches the Matrix.

Suddenly, a SIREN SOUNDS.

Morpheus bolts to the ladder.

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

Trinity is behind him.

Morpheus lifts the headset.

THE MATRIX - Rev. 3/9/98 116.

A BUSINESSMAN walks along the sidewalk, wheeling and dealing into his cell phone when it disappears, snatched by Neo as he flashes by.

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.

Tank answers.

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

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

Agent Smith stops and takes aim.

THE MATRIX - Rev. 3/9/98 117.

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

Tank speed-reads the reams of Matrix code.

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

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

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

Neo turns back as the Agents emerge from the market.

Tank frantically scans the monitor like a road map.

Neo dives for it but!--

THE MATRIX - Rev. 3/9/98 118.

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

Neo springs up the old crooked apartment building stairs.

A195 INT. APARTMENT BUILDING - HALL A195

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

Neo lurches, kicking in an apartment door.

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

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

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

B195 EXT. APARTMENT BUILDING - FIRE ESCAPE B195

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

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

THE MATRIX - Rev. 3/22/98 119.

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

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

Tank loads the exit.

Suddenly, the lights go red.

Morpheus looks up.

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

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

Trinity watches him.

THE MATRIX - Rev. 3/9/98 120.

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

A201 INT. HALL - DAY A201

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

Another SYSTEM ALARM SOUNDS.

Neo can hear the PHONE RINGING. 305... 304...

Agent Brown reaches the broken window behind him just as Neo grabs the handle of 303, throwing open the door to find!--

Agent Smith, waiting, .45 cocked.

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

BOOM.

Neo's body jerks, and everyone hears it as the LIFE MONITORS SNAP FLATLINE.

Trinity screams. Morpheus stumbles back in disbelief.

Lasers suddenly sear through the main deck as the sentinels slice open the hull.

Three holes in his chest, Neo falls to the blue shag carpeting, blood smearing down the wallpaper. Agent Smith stands over him, still aiming, taking no chances.

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

Kneeling beside him, Agent Brown checks his vital signs.

Agent Smith smiles, standing over him.

In tears, Morpheus takes hold of the EMP switch.

Trinity whispers in Neo's ear.

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.

He does. And they do.

His eyes snap open.

Trinity screams as the monitors jump back to life. Tank and Morpheus look at each other.

It is a miracle.

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 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.

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 into streaks, shimmering ribbons of light that open like windows, as!--

Each screen fills with brilliant, saturated color images of Neo standing in the hall.

An EXPLOSION shakes the entire ship.

Agent Smith screams, his calm machine-like expression shredding with pure rage.

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

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

Agent Smith gets up, bracing himself as Neo charges him and springs into a dive. But the impact doesn't come. Neo sinks into Agent Smith, disappearing, his tie and coat rippling as if he were a deep pool of water.

Spinning around he looks to the others and feels something, like a tremor before a quake, something deep, something that is going to change everything.

Suddenly a SEARING SOUND stabs through his earpiece as his chest begins to swell, then balloon as!--

Neo BURSTS up out of him. And with a final death scream, Agent Smith EXPLODES like an empty husk in a brilliant cacophony of light, his shards spinning away, absorbed by the Matrix until!--

Only Neo is left.

Neo faces the remaining Agents. They look at each other, the same idea striking simultaneously!--

They run.

sentinels are everywhere destroying the ship.

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

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

Morpheus turns the key.

A blinding shock of white light floods the chamber; sentinels blink and fall instantly dead, filling the pit with their cold metal carcasses.

In the still darkness, only the humans are alive.

His eyes open. Tears pour from her smiling eyes as he reaches up to touch her.

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

FADE IN:

219 CLOSE ON COMPUTER SCREEN 219

as in the opening. The cursor beating steadily, waiting. A PHONE begins to RING.

THE MATRIX - Rev. 3/9/98 125.

It is answered and the screen fills instantly with the trace program. After a long beat, we recognize Neo's voice.

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

The numbers begin to lock into place.

We GLIDE IN TOWARDS the screen.

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

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

THE MATRIX - Rev. 3/9/98 125A.

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

He steps out of the phone and slides on a pair of sunglasses. He looks up and we RISE.

HIGHER and HIGHER, until the city is miles below.

After a moment, Neo blasts by us, his long, black coat billowing like a black leather cape as he flies faster than a speeding bullet.