Cornel1801.com  

The Matrix (1999) script

by Andy Wachowski and Lana Wachowski

 
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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