diff --git "a/unformated_scripts/Script_Matrix Reloaded, The.txt" "b/unformated_scripts/Script_Matrix Reloaded, The.txt" new file mode 100644--- /dev/null +++ "b/unformated_scripts/Script_Matrix Reloaded, The.txt" @@ -0,0 +1 @@ + T H E M A T R I X R E L O A D E D Written by Andy and Larry Wachowski April 8, 1999FADE IN ON:Dark clouds below the inky remnants of the scorched sky. We hear windas we sail, like a glider, over the black atmosphere.We DIVE DOWN into the murkiness, through the clouds, into the darkerworld of the dead surface of Earth, the desert of the real. Therotted skeleton of a massive city is sprawled everywhere. We approacha fissure in the Earth's crust, and as we do, we hear the increasingbuzz of multiple hovercraft engines. Blue flashes grow in intensityfrom the fissure. Radio voices, indistinct at first, grow louder aswe approach the fissure. WOMAN (V.O.) "Six o'clock, 300 meters. We can't outrun 'em." MAN (V.O.) "I know. Can't tow this crate fast enough! We gotta ditch it!"We hear the voices as though we're listening to cops through a policescanner. The woman is NIOBE, the captain of the lead ship, Sephora. NIOBE (V.O.) "Can't, the core is still good. And they've got 'The One.'" MAN (V.O.) "Oooh, our savior. Heíd better be worth it." NIOBE (V.O.) "Shut up and make the exit. Hold on!"The azure glow from the fissure is suddenly overwhelming. A tightconvoy of three HOVERCRAFT explode from the fissure, travelingnearly straight up, like a trio of massive locomotives flying intothe sky in tight formation, linked together by tow cables. The blueglow has been emanating from the overworked flare drives of thefirst and third hovercrafts. Between them, suspended by tow cables,is the dark, scorched, and sliced NEBACHANEZZER. They rocket upward,slowing as they reach the top of the arc. NIOBE (V.O.) "Woo-hoooh!"The rush to the ground, pulling up at the last second. The NEB flailswildly between them. MAN (V.O.) "They're still on us!"More vehicles fly from the fissure. A massive army of SQUIDDIES poursup onto the surface.INT. NEBACHANEZZER COCKPITThe NEB is slung between the two HOVERCRAFT, with the cockpit facingbackwards. TRINITY, MORPHEUS, TANK, and NEO, the former ThomasAnderson, crowd the cockpit. Helpless, the landscape speeds away fromthem, while a wall of red-eyed SQUIDDIES speeds to them.It's been a mere TWO DAYS since the realization of NEOíS POWERS andthe defeat of AGENT SMITH. The slipstream whistles violently into theinterior of the ship, and the crew is cold, tired, haggard, andstressed beyond belief as they can only watch the action in theirknocked-out ship. MORPHEUS is on a headset. MORPHEUS "Niobe, theyíre closing." NIOBE "How many?" MORPHEUS "Just a few. Maybe two or three. Hundred."INT. SEPHORA COCKPITNIOBE, as regal as she is beautiful, sits at the controls of her shipwith her co-pilot, a younger female. All visible dials are redlined asthey streak over the dark surface. NIOBE "Youíve got a gift for understatement."INT. FREEDOM COCKPITTHE FREEDOMíS CAPTAIN, a silhouette in a dark cockpit, is flyingblind. His cockpit is awash in the blue flares from NIOBEíS ship.His lieutenant, a shadowy female figure, reaches for the radar screen.As she does, we see her bare shoulder fall into view, a WHITE RABBITtattoo is conspicuous.They switch their screens to the radar, squiddies right on their ass. MAN "Oh shit, weíre screwed. We gotta set down and EMP ëem." NIOBE (V.O.) "Too many!"EXT. FREEDOM HULLA racing SQUIDDIES reaches the hull and latches on, striking up itscutting laser and ripping into the hull.INT. SEPHORA COCKPIT MAN (V.O.) "Theyíre on me! Shit! Losing power!"NIOBEíS Lieutenant, a muscular Asian woman, Circa, notes something ona console. CIRCA "Multiple bogies closing!" NIOBE "No shit." CIRCA "From the front!"Niobe is grim faced as she peers into the sky ahead. Several objectsare closing in fast. CIRCA "Are they - "She doesn't have time to finish the question, as the oncoming fighterslaunch a massive volley of missiles. From afar, they look like darkirises surrounded by a corona of flame. At first, we can't tellexactly what they are, until their fiery trails rip straight at theSEPHORA cockpit.CIRCA DUCKS as the missiles harmlessly streak by.INT. NEB COCKPITA massive swarm off missiles blasts by the cockpit. The individualwarheads swerve at the last second, blowing SQUIDDIES apart, orcasting them to the ground aflame.INT. SEPHORA COCKPITNiobe breathes a sigh of relief. Her lieutenant looks back up to see awing of HOVER FIGHTERS - 'DEFENDERS' fly past their ship. Sleek, withhuge blue flares from their engines, they're gunship fighters armed tothe teeth with missiles and laser turrets studding the fuselage. NIOBE "They're ours." DEFENDER ONE (V.O.) "Hold on, folks, you're in for a little cleaning."EXT. THE SURFACEThe wing of DEFENDERS makes short work of the squiddies. The halfdozen clinging to FREEDOM'S hull are picked off by well-placed lasershots that turn the squiddies into curdling balls of slag. Thesquiddies that survive turn tail and run.INT. NEB COCKPITThe crew of the Neb breathe a collective sigh of relief as they leavethe scene of aerial carnage behind them.NEO has been gripping an oh-shit handle on the edge of the cockpit. Herelaxes his grip as their escape is clear. Their ship suddenly entersa cave, and starts to descend. The blue wash of the ship shows rockwalls and pipes. The ships are slowing down as they descend back intothe earth.TANK'S shoulders drop, and he leans back into his chair. TANK "We're home." TRINITY "Well, not yet, but we're in the defense screen." NEO "What's that?" MORPHEUS "A concentric ring of defenses that shields Zion. The fighters that just saved us constitute the first ring." NIOBE (V.O.) "Neb crew, you can relax now." MORPHEUS "For the moment, perhaps. Its still a long drive home." FADE OUTandFADE INTO:TRINITY'S CABIN. At first we see only stars twinkling, farawaydiamonds on a black velvet background. The camera descends through thedarkness, to a sunset, dark blue, as if just after sunset. The artworkterminates in the metal ring going around her room. It's a much morehospitable place than the rest of the dreary hovercraft. The articlesshe's collected during her time in the resistance dot the cabin. Anunfinished sweatshirt sits on a loom. There are charcoal portraits ofloved ones.Softly lit, the cabin sways slightly. The NEB is still in tow. NEO issitting against the wall on Trin's bed, with her curled up beside himwith her head on his lap.Neo canít sleep. He stares at the wall opposite him. There's a photoof the crew of the NEB, sans Trin, in better days. Smiling, laughingas they are seated around the table. Morpeus, Tank, Dozer, Switch,Epoch, Mouse. Neo stops on the image of a smiling CYPHER. There's anunknown Asian man in the photo, looking withdrawn and a bit lonely.Gently, placing Trinity's head down, NEO stands and examines thephoto. She awakens. TRINITY "I'll have to take that one down now. Cypher..." NEO "Who is this guy?" TRINITY "Who?" NEO points to the mystery man. TRINITY "That was... I... forgot his name." NEO "What happened to him?" TRINITY is sullen. "He didnít make it." NEO returns to the bed and sits down, disturbed. Trinity sits up, awakening. NEO "Was he like me?" TRINITY nods. TRINITY "Not you, though. Like you. There have been others, Neo." "Aren't you tired?" NEO "No. I've never been a big sleeper." TRINITY "I know. I used to watch you hacking without sleeping for days." He turns to her, questions in his eyes. NEO "How many 'ones' have there been?" TRINITY "That's not the point." NEO may not think so. TRINITY "You are him. Youíre mine." NEO "But what does it mean, to be The One?" TRINITY "I don't know, Neo. Our mission was to find you." NEO "So, now what?" TRINITY "Now, Zion will give us a new mission." The hatch swings open. MORPHEUS peers in. MORPHEUS "We're almost home. We'll need a detail. Five minutes." HE closes the hatch and disappears. NEO "Does he ever knock?" TRINITY "Not on his ship." CUT TO:INT. MAIN DECK, NEBThe crew grips the bulkhead and fixtures as the swaying ship comes toa rest. Outside, the sounds of hover engines fade away. Tank unlocksthe main hatch, then jumps as it drops, unpowered, slamming into thetarmac with a resounding smash. CUT TO:EXT. ZION TARMACThe tarmac is a busy, crowded military airport, with hovercraft ofdifferent sizes spread across the lot. Its housed poorly lit,houses in a cave so huge the ceiling is out of site. Crewpersons runaround, servicing battle-damaged vehicles. Munitions are cartedacross the tarmac on robot rolling racks. No one pays the NEB andits battered crew any mind.Nearby, the SEPHORA and FREEDOM are parked. Their engines shut down,and their powered hatches are open. The crewmembers are spilling out.NIOBE hurries to MORPHEUS' side, and he steps toward her, smiling, buttheir military manner is quickly restored, though they can barelycontain their grins. MORPHEUS "Niobe..." SHE shakes his hand, the shake slows down. "M." MORPHEUS "Thanks for the rescue." THEY close for a kiss, when the FREEDOM'S captain suddenly jumps between them. It's CHOI - the NEO's supposed neighbor and hacking financier. Exhuberant and oblivious, he joyfully gets in MORPHEUS' face. CHOI "Brough, you us your asses! We saved you so hard core you don't even know!" NIOBE smiles at Morpheus and fades back as BOOTH shouts his own praises. Morpheus turns to his less-mature peer. CHOI "So, you think you finally found The One, huh? Another One?" DUJOUR, CHOI'S LIEUTENANT, pushes into their conversation, looking offscreen. DUJOUR "Idiot, we helped him find him. Hello, Morpheus." CHOI "Huh?" He looks at what she's seeing. His gaze halts on NEO. He's concentrating on TANK and his apparent girlfriend, who seems to be consoling him. He turns to see CHOI and DUJOUR, does a double-take, and his jaw drops open. NEO "You?" CHOI is quick to resume his cool. CHOI "In the flesh, so to speak." DUJOUR "Welcome to the real world, Neo. I'm glad you're here." CHOI "What do you think, Dujour? Should we take him with us?" DUJOUR "Definitely." CHOI "Morpheus?" MORPHEUS turns from Niobe and a Zion officer. He addresses Trinity, glancing at the others. MORPHEUS"Go on ship's liberty. Meet me in the Dead Duck at 21:00 hours, drunk or sober."EXT. ZION STREETIt's like a valley floor running between two gigantic walls of rockthat are nearly vertical, coming together in an elongated archway.Carved into the street level are innumerable stores and shops, abovethem, apartments and balconies that rise to the top of the arch.People flow through the street. Their clothes are homespun wool,denim, and leather. Dyes and color are absent. Carved into the solidgranite walls, between homes and around windows and doors, areintricate and beautiful carvings.NEO is lead down the street by CHOI, DUJOUR, and TRINITY, and a fewother rebels. The push through a mult-culti crowd of people, humanitymelting into one race. CHOI"See, man? This is home. This is the main street. One of ëem, anyway. Almost everyone is a fighter. Sometimes, even the kids. THEY pass an outdoor workshop where youngsters are assembling small machines. CHOI "Our energy as a people is directed toward liberation. Check it out, here are some newcomers." A group of frail, buzz-cut androgonites pass by them. They look at NEO, recognizing him as one of them, a new comer. NEO "Where did they come from?" CHOI "Energy plant we raided on our last mission. There were some survivors." NEO "How are their minds freed from the Matrix?" TRINITY "With difficulty." DUJOUR "If at all."They step into a club, Dead Duck. Itís a sailor joint. Lots of wood,beer on tap, and rum. Crewmembers of other ships recognize the rebels,greeting them, as they eye Neo. They take a booth in the corner. Thewaitress arrives. WAITRESS "Welcome home, brothers and sisters. First day back?" CHOI "Yes, lovely." WAITRESS "On the house, then. Four rums?" TRINITY "Make it eight." The waitress smirks and leaves. TRINITY turns to CHOI. TRINITY "Any casualties?" CHOI lights up and takes a drag. CHOI "Two. Sidewinder and Left-right." DUJOUR "I canít believe Cypher turned. Bastard." CHOI "He who loses faith..." DUJOUR "Neo, we monitored your fight. Did you really gain enlightenment?" NEO shrugs. NEO "All I know is I kicked Smithís ass." CHOI"Fuckiní finally, Jesus Christ. Itís about time we iced that bastard." DUJOUR "Yeah, we finally won against an agent?" CHOI "I guess 1 ën 298 isnít a bed record, huh?" The drinks arrive. Tall glasses of rum. CHOI holds his glass aloft. They raise their glasses to toast. CHOI "Live free or die." ALL (save NEO) "Live free."They slam the rum back, and slam empty glasses on the table. NEO canbarely manage to sip his. NEO "God, how do you do that?" TRINITY "Youíve never drank before." DUJOUR "Not for real." CHOI "You want to know what being The One means?" NEO "What?" CHOI "One drink and youíre toast." DUJOUR "Neo, you know what else youíve never done?"She glances at Trinity, who falls back against the seat, turning tosuppress a smile. Choi cracks up. NEO "Yeah." DUJOUR "Yeah, youíve never done it." CHOI "And virtual doesnít count, man, doesnít fucking count." NEO "Well. Iíll drink to that." CHOI "Here, here."This time, NEO follows the others and slams back the entire glass. Hecoughs and sputters as his friends and bar patrons cheer him on."EXT. MAIN STREET, ZIONThe lights are dim, and only a few late night revelers stagger throughthe streets on their way back home. Walking straight and calmlythrough the stragglers are MORPHEUS and NIOBE. MORPHEUS "So, how do you like having your own command?" NIOBE "Itís good. But trying. The responsibility..." THEY stop before the entrance to the DEAD DUCK. MORPHEUS "You must be both mother and father to your crew."NIOBE nods, and looks into the bar. Inside, the crews are raging drunkand loud. NIOBE "Who will you be now? The mother, or the father?" MORPHEUS peers in on the scene and grins. MORPHEUS "As long as they donít get out of line, Iíll just be a brother."INT. DEAD DUCKNEO is out of it, while the others are merely comfortably in the bag.Heís acting like a kid who broke into his fatherís liquor cabinet. CHOI "So, you went back in, and you two pulled him out?"TRINITY nods, herself in disbelief. NEO picks his head up off thetable. NEO "Kicked... kicked Smithís ass." CHOI eyes MORPHES and NIOBE coming toward them. CHOI "Hey, did you kick anybody elseís ass, Neo? Like Morpheus?" NEO "Morpheus? Yeah, I smacked him around, too."MORPHEUS arrives just in time to hear the last part. He stands andgrins down at NEO. MORPHEUS "So, you can smack me around, Neo?" NEO "Oh yeah. Anytime."MORPHEUS taps him on the forehead. NEO blinks and falls back into thebooth. He stands before them. TRINITY "Howís Tank?" MORPHEUS "Heís on bereavement leave with his mother. Dozer was the second son sheís lost in this war." His comments set a sober tone. MORPHEUS "The Nebechanezzer is out of commission for at least a month. But, thatís not giving us a rest." TRINITY "Let me guess. Weíve been ordered back out anyway." MORPHEUS "Yes. This is another special op. Iím in command, Niobe and Trinity are team leaders. Neo is our secret weapon." FLASH TO: NEO, passed out with his mouth open on the couch. MORPHEUS "We donít know exactly what heís capable of. He may be just tappinghis potential, or he may have already reached it. We are to learn from him, as he does from us." CHOI"Why are we always getting screwed? Not only do I have to go straight back into the shit, but I lose my command, too?" MORPHEUS"Youíve been assigned to this mission because youíre the best, Choi." DUJOUR "Yeah, and headquarters thinks you might be able to whine the agents to death." CHOI "Oh my God thatís so funny. My point is, donít we need some r-and-r?Unwind a little? We lost two crew on the last one, you lost like five, right? Shit. Iím glad we found Mr. Invincible, here, but Jesus..." MORPHEUS "You donít have to go, Choi. Volunteers only." TRINITY "Heís got a point, M. I have faith, but why so quick?" MORPHEUS "We have a chance, here, but the window of opportunity is brief. Our ships say the Matrix is already upgrading and re-coding to block our entry. And Neoís." CHOI"Fuck. Every fucking time we get another ëone,í this is what they do." MORPHEUS "He is the One." DUJOUR "You havenít lost the faith, have you Choi?" CHOI grabs a half-filled rum glass and swigs it down. CHOI "Well, these are the times that try menís souls. Hereís to victory."EXT. TUNNELThe FREEDOM hovers slowly, silently, like a submarine as it cruisesthrough the murky depths. It suddenly comes to a quiet stop, anddescends. The engines fade out, and the vessel rests, darkened, on thecave.A quartet of SQUIDDIES slips by. We follow as they worm their waysthrough the twisted passageway, watching as they pass the bubblecockpit by mere feet.FREEZE on the cockpit. Within the shadows we see Morpheus and Choi atthe controls.INT. FREEDOM COCKPIT They watch the SQUIDDIES fade into the distance. MORPHEUS "Power up. Sleep mode." CHOI "Aye aye, capitano."MINIMAL cockpit displays turn on, and the cabin remains dark.INT. MAIN DECKThe shipís OPERATOR, a lean Asian kid with a gaze like a laser scan,sits behind NEO, whoís sitting at the operatorís console with hishands on the abbreviated keyboard. Trinity sits with them, her feet upas she observes.NEO stares at the screen. Itís a huge syllabus of Matrix codecharacters. He struggles to learn the complex code. NEO "Ka equals 9. But reverse Ka is point-nine, right? RAZOR nods. RAZOR "You catch on quick, man." NEO"I know these symbols from the hacking trainer. But how come itís so hard to find them on the keyboard?" TRINITY"Your brain knows what to do. But it has to associate characters with your body." RAZOR"Itís muscle memory, Neo. Think of the space bar and your thumbs nailit. Because your thumbs have hit the space bar millions of times. Butthink about reverse ëka,í and your fingers donít hit automatically hit the reverse key and the ëkaí key in one shot." NEO "Where did these symbols come from, anyway?" RAZOR"Most of it is from the old Japanese. Itís Katakana. See, the machines arenít binary. No zero and one. Theyíre quantum-based, so instead of an open-close base of zero or one, open or closed, they use all numbers between zero and one." NEO"All numbers between zero and one. That could be an infinite number of numbers." RAZOR "Not could be, it is." NEO is astounded. NEO "Holy shit. How many calculations per second?" RAZOR"How many CPS? Well, thatís kind of hard to estimate. Put it this way: picture all the particles in the known universe. Not just atoms, but sub-atomic particles that compose atoms." NEO"OK. At last count that was what, a gazillion, right? Two gazillion?" RAZOR barely smiles at the joke. RAZOR "Well, itís up there. In any case, the number of calculations persecond the Matrix can perform is greater than the estimated number of particles in the known universe." NEO "Woah." TRINITY "Thatís how they have the operating power to create entire worlds within their PCs." NEO "OK. Thatís why it looks like reality. They have the computing power to create entire worlds." RAZOR "Right." NEO "So, if we hack into the Matrix, why canít we just change the code while weíre at it?" RAZOR "No, no. See, itís not that simple. The machines, the programs that code, create, and maintain the Matrix, the agents, they are code. There are different types of agents, many work unseen with nointeraction in the matrix. Then, there are the enforcers, the ones we know all too well." NEO "Right." RAZOR "Well, my point is, the machines code and recode the Matrix by purewill. Interaction with the Matrix, the physical act of being there, by default, allows people to change their environment - the Matrix. They move objects, make sound, affect cause." NEO "Like reality." TRINITY "Almost. Reality is unalterable. But the fabric of reality in the Matrix can be rewoven. Some can reach beyond normal cause. Their affects on the Matrix are deeper than average. They have learned tochange it according to their needs. But they donít have total control.Thatís why we need operators like Razor here. But you, you go further than any of us can." NEO "How?"RAZOR stands and taps Neoís skull. He stretches, grabs a Japanesestyle wooden sword, and, out of boredom, starts performing slow,precise Kendo moves around the main deck as he talks. RAZOR"The equipment you carry up here. Youíre a freak. A good freak. Youíre neural kinetics blast past those of average humans. This, combined with your ability to suspend disbelief, allow you to change the reality of the Matrix." NEO "How did I end up as... a freak?" RAZOR practices the same strike a few times. RAZOR "Good question. The Machines create people through cloning, since,obviously, no coppertops have physical sex. Theoretically, all clones in the Matrix are exactly the same as when the first clones. They shouldnít be any different from normal, homegrowns." NEO "OK, so how do you explain me?" TRINITY "Not just you. Morpheus, myself. We were all born inside. NEO "Well, what separates us from others?" TRINITY"For the past 50 years or so, something has been happening to children in the Matrix. Theyíve been mutating, changing in ways the machines never predicted. Some seem to gain faster reflexes and strength. Others seem to have psychic powers."RAZOR looks up to see MORPHEUS, hanging back as he listens. He comesforward. MORPHEUS "And others are able to change the reality of the Matrix itself." HE points to Neo. MORPHEUS "Discussing history, are we?" RAZOR shakes his head. RAZOR "Iím trying to teach this fool some programming, man. Heís stuck in the 20^th century. Heís got no skills, man. Without us, heís helpless." MORPHEUS "In the Matrix, without him, weíre helpless." TRINITY "Morpheus, can you tell us what the mission is now?" MORPHEUS "Not until we reach broadcast depth. Itís slow going out there. Iguess they know weíre coming back, so theyíre patrolling. We have time to rest and ready."EXT. MOUNTAIN TOP, LATE DAY (CONSTRUCT)TRINITY sits alone on the tip of an impossibly high finger of rock. Itlooks like it sits on the rooftop of the world. All around her, as faras the eye can see, lie mountains. Their snow-capped peaks are pink inthe sunset light.She looks into the sunset. Heavy thoughts weigh on her mind.A hand appears on her shoulder. Itís NEO. How he got on the finger ofrock is anyoneís guess. NEO "Boo."TRINITY grins slightly and pulls on his arm. There is only enough roomfor one on the end of the rock, so he sits down behind her. TRINITY "Donít lose your balance." NEO "It doesnít matter if I do." TRINITY "So, you can fly." NEO "Yes." TRINITY "Do you think I can?" NEO "I think you can do anything you want, if you believe." TRINITY "Like you?" NEO "I donít know. I donít know exactly what I can do." TRINITY half turns. TRINITY "Will you teach me to fly?" NEO "I donít know if I can." TRINITY "Free your mind of doubt."NEO stands, and steps in front of TRINITY. Heís on the very, very edgeof the rock. He extends his hand down to her. She grabs it, and hehauls her up. Her eyes dart to the ground, thousands of feet below thefinger. TRINITY "In this construct program, the ground can kill." NEO "I wonít let you fall. Ever."THEY look into each otherís eyes. Despite the trauma theyíve beenthrough, and not even truly knowing one another, thereís a connection.NEO suddenly backs away. He walks on the air with perfect traction, asthough heís on an invisible plane of glass. He leaves TRINITY standingprecariously on the edge, wobbling a bit as she maintains balanceagainst nerves. She breathes deep, and looks back up at NEO,maintaining her cool even as she eyes the spectacle.NEO stands a few feet away from her, completely at ease as the highaltitude winds ruffle his hair.NEO extends a hand to her. NEO"Itís not real, Trinity. Youíre not standing there. Step out. I can do it. You can, too."With one last glance at the infinite drop, she steadies herself andstares straight into his eyes. Blue meet brown. Breathless, she stepsstraight out.She takes one step in the air. For a breathless second, as she stepsoff the edge, she is stable. When she takes her foot off the edge,though, she sways, and her foot slips, as though sheís on a greasysurface bobbing up and down. She corrects herself, tries another step,sags further. TRINITY "Shit."SHE glances down, then locks eyes with NEO. Then drops like an anvil. NEO "Whoops."HE dives down, shooting like a missile. TRINITY is calm, fallingbackwards, watching NEO come for her. The rocky ground looms behindher. She makes no effort to reach for NEO as he draws close to her. HEreaches for her with all his might. NEO "Grab me!"TRINITY makes no effort to save herself, even as collision is secondsaway. She stares at him intently. NEO "Grab on to me!"SEEING she is doing nothing, he goes beneath her and scoops her up,Superman style. He barely accomplishes this before he slows andsettles onto the rocky ground.They are in a twilight glade shaded by the mountains. NEO "What the hell were you doing?" TRINITY smiles slightly. Her madness has a purpose. TRINITY "Showing you, Neo." NEO "Showing me what? You nearly gave me a heart attack." TRINITY "I want you to know how much faith I have in you." NEO "Oh. And this requires acts of insanity?"TRINITY smiles. She looks him up and down. She moves intimately close. "So, you really are Superman." NEO "Only when Iím plugged in." TRINITY steps away. NEO grabs her shoulder and turns her to him. He attempts a kiss, but she turns her face, letting it land on her cheek. NEO "What?" TRINITY looks at him, then up at the sky. TRINITY "Itís not you. Just, not here." NEO doesnít understand. TRINITY rolls her eyes. TRINITY "Theyíre watching us, you big dope. Do you know how horny computer geeks get?"INT. MAIN BRIDGECHOI, RAZOR, DUJOUR, and CIRCA are sitting around the operatorísconsole, feet up, eating. On the screens are patchy images of TRINITYand NEO standing together in the GLADE. Itís like theyíre watching asoap opera.TRINITY and NEO are looking in their direction.ON THE interface chairs, the bodies of TRINITY and NEO lay supine.EXT. GLADE (CONSTRUCT) TRINITY grabs NEO by the arm. TRINITY "Over here." SHE leads him into the shadows.INT. MAIN BRIDGETHE VOYEURISTIC crewmembers collectively groan as the lovers disappearoff the screen and into the darkness.RAZOR puts his hand on CIRCAíS shoulder and sighs. RAZOR "So romantic."CIRCA calmly pats his hand and removes it, holding it in front of him. CIRCA "Iím sure Mary Palmer will appreciate your mood more than I."EXT. GLADE (CONSTRUCT)IN the blue twilight shade, NEO and TRINITY kiss tentatively, slowly,then quicker as they give in to their feelings for one another. WEmove around them slowly, then pan into the shadows, a natural fadeout.INT. OFFICE (MATRIX)AGENTS JONES and BROWN sit across from each other, a steel tablebetween them. They stare at each other for what seems like a longtime. There is a speaker phone in the middle of the table amidst neatstacks of file folders. AGENT JONES "Our defeat is worrisome." AGENT BROWN "As is the loss of our colleague." THEY ARE BOTH seething with anger. AGENT JONES grinds his molars. JONES "We canít defeat them. You saw what happened." JONES "We have a backup copy of Agent Smith..." JONES stands and walks toward the massive panoramic window. The city spreads before him. JONES"A backup is not good enough. We need to upgrade ourselves to meet the new threat." BROWN opens a large file folder. BROWN "Heís being rebuilt. But I have an alternate plan. Why fight the humans, when we can let them fight for us?" JONES "The terrorists have learned to bend our reality in ways we cannot. This was the cause of our defeat." BROWN "Mr. Thomas J. Anderson is not unique. Over the decades, many humans have developed... techniques for manipulating the Matrix. Techniques too primitive for us to understand. Most never realize theirpotential, but all the ones weíve noticed exhibiting these talents are recorded here."ANGLE ON the book as BROWN flips through. Street shots of people fromall walks of life. Young rebels, corporate suits, junkies, housewives. JONES turns on AGENT BROWN. JONES "Do you have anyone in mind?"ANGLE ON the book. It stops on a page dedicated to someone who lookslike NEO, but with long hair and an extremely bad attitude. There arephotos of him on a motorcycle with a blonde, photos of him drinkingwith his gang friends. BROWN "Gregory Lowfield. He exhibits the traits we saw in Mr. Anderson." MANíS VOICE (O.S.) "Mr. Anderson no longer exists. Our enemy now is the one called... NEO." ANGLE ON: THE DOORAGENT SMITH walks in, grinning. There is a new swag to his walk, andhis hair is longer, tied back. BROWN "Youíve been recreated."SMITH flexes his arm, examines his hands, and feels his hair. JONES "And you have more hair."SMITH turns to him, examines the photos on the table. They lock eyes.On the same wavelength, they transfer knowledge without speaking.SMITH looks at the photo on the table. SMITH "I know what youíre thinking. What we need is our own Neo..." JONES "If itís possible." SMITH "Iíll make it possible."WE ZOOM in on the grainy photo of NEOís doppledanger. Quiet at first,growing louder as it grows dark, we here the rumble and roar ofmotorcycles.EXT. DESERT HIGHWAY (NIGHT)FAR OFF in the distance, the glow of motorcycle headlights racingtoward us. As we zoom out and focus in, they are already too close toavoid. They rip by us, thundering explosions and men and womencheering.THE pack of about ten bikers and their women donít wear helmets. Theyfly down the highway using both lanes, drinking and driving with totalabandon.ANGLE ON the lead motorcycle, a massive, custom-made Harley. GREGORYLOWFIELD, Thomas J. Anderson without a desk job, without cares, revshis bike and locks the accelerator. He hands his beer to the blondewho rides behind him, then, in one swift motion, jumps up on his seat,leaning into the slipstream. The feat is IMPOSSIBLE.HIS GIRLFRIEND, CHANDRA, screams at him as she grasps the seat andlowers herself to the bike. CHANDRA "Greg, are you fucking crazy?" GREG "Yes. But donít worry."She clings to his legs as they barrel down the highway. They blastpass a darkened cruiser.INT. CRUISERThe cop sets his paper down just long enough to catch a glimpse of thepack exploding down the highway, with GREGORY surfing his bike.ANGLE ON: the radar gun. Itís flashing 125 MPH COP "Holy shit. Drunk ass punks."EXT. HIGHWAYGREGORY is facing us as he drops back into his seat, taking his beeron cue from CHANDRA. Behind them, the copís lights flare up. GREGORY "Oh boy. Stop, stop, letís have some fun."INT. COP CARWE look through the windshield as the cop drives down the highway,calling in his stop-vehicle report. He suddenly sees something thatmakes him slam on the brakes. COP "Holy shit!"ANGLE THROUGH the copís windshield. The ten bikers, with GREGORY attheir center, are parked in the middle of the road, looking at himcasually."EXT. ROADTHE cruiser comes to a stop mere inches from GREGORYíS leg. The COPbursts out of the door. COP "What the hell are you doing?" GREGORY "Weíll tell you when to stop, little man. Not the other way around." COP "Fuck."HE DIVES back into his cruiser, reaching for the radio. GREGORY pullsa huge silver .44 from his jacket and FIRES. The cruiserís antenna isblown off at the base, and the nine-foot whip flips onto the groundwith a metallic clang.INT. CRUISERThe COP is lying half-on the seat, taking cover. The handset relaysonly static. He reaches for his gun, but is frozen by Gregoryís voice. GREGORY "Donít try anything stupid, man. I gotta bead on your donut-eating ass."EXT. CRUISER The cop comes out with his hands up. COP "Whaddya want with me?" GREGORY"I donít know. I just thought Iíd find out what you wanted without you shooting at me. So, what do you want?"THE COP is a tough one. Far taller than GREGORY, muscular and serious. COP "Youíre all under arrest."THE PACK explodes with laughter. GREGORY walks up to the policeman andcircles him, keeping the gun pointed in the business direction. GREGORY "This is your lucky day, officer. Weíre gonna give you a night off."CHANDRA walks up to him. Seductively, she hands him the bottle of hardliquour. CHANDRA "Drink."WHEN he pauses, GREGORY places the gun against his temple.Reluctantly, the big cop starts to gulp down the alcohol.GREGORY lowers the gun. He and CHANDRA return to their motorcycle. GREGORY "You never even saw us, man." CHANDRA "Keep the bottle."THEY start their bikes and are gone, like ghosts, into the shadows ofthe road. CUT TO:EXT. BEACHA CAMPFIRE blazes only a few feet away from the high tide. A billionstars shine overhead as GREGORY and his biker gang, including the cop,sit or lie around the fire. A few people are still awake, and onepicks drunkenly at a guitar.GREGORY stands, throws a blanket over his shoulder, and scoops upCHANDRA. They make their way into the dunes.EXT. DUNESGREGORY and CHANDRA lie on the blanket, staring at the sky.Inexplicably, GREGROY holds a hand toward the sky. GREGORY "Which one do you want?" CHANDRA "Any one. It doesnít matter."WITH his hand pointed lazily at the sky, a single star starts glowingstronger and stronger. It vibrates, then fades suddenly and comesloose from the sky, and becomes a meteorite, burning across the sky. CHANDRA draws closer to him, enraptured by his power. CHANDRA "How do you do it, Gregory?" GREGORY "I donít know. Sometimes it feels like... Iím reaching beyond the world."HIS hand drops and his head turns. He sits up, startled by something. CHANDRA "What is it?" GREGORY holds up a hand for her to be silent. GREGORY "They found us. Canít you hear it?" CHANDRA "What? I donít hear anything." GREGORY "We can only rebel so long. We can only push until they will hit back." CHANDRA "They? The Men in Black?"CU on GREGORY. In the distance, the faintest sound of a helicopter can be heard, growing louder. GREGORY "Fuck! Get to the bikes."EXT. CAMPFIREGREGORY bursts over the hill, holding hands with CHANDRA as they run.Heís only had time to through on his boots and boxers and grab his.44. Chandra is dressed only in her underwear and Gregoryís leatherjacket. GREGORY "Wake up! Get on your bikes and fucking ride!"HIS gang burst to their feet. They scramble through the dunes, headingfor their bikes.A HELICOPTER, seen only by itís massively strong search lamp, and thewind from its rotors blowing sand everywhere, flies up and over thedunes, buzzing the running pack, blowing some off their feet.GREGORY mounts his bike and CHANDRA jumps on back. WITH A WAVE OF HISHAND, all the bikes, his included, drop into neutral and rev intostart. Their headlights blaze as the helicopter returns, joined byanother. CHOPPER LOUDSPEAKER "THIS IS THE POLICE, STOP YOUR VEHICLES AND SURRENDER!"SUDDENLY, automatic fire sparks from the unseen helicopters. A bullettrail stitches its way across a pair of bikers, sending them to theground as the helicopters fly overhead.GREGORY cranks down on the throttle and his bike explodes ahead.EXT. HIGHWAYTHE pack splits up in two directions as the distant choppers circleback. GREGORY cuts the lights on his bike and follows the highway bystarlight.INT. HELICOPTER COCKPITTINNY RADIO chatter fills the red-lit cockpit over the steady hum ofthe engines. The nose of the chopper points to the ground as itfocuses on GREGORY and CHANDRA, who are ripping down the highway.CU on the cockpit instruments, centered on the airspeed indicator. Theneedle is pushing to the max, going through 150 knots. PILOT (V.O.) "Holy shit, heís outrunning us." CUT TO:EXT. HIGHWAYGREGORY is pasted down to the tank of his bike with CHANDRA grippinghim for her life. The slipstream pulls his lips open and tears streakfrom his eyes as his bike redlines in fifth gear. The helicopters growsmaller behind them. They break chase.CHANDRA looks back and sees the lights turn away. She screams over thewind and the roar. CHANDRA "Theyíre gone!" GREGORY is staring down a dark highway. GREGORY "Canít see shit."HE turns the headlights back on, just in time to see a ROADBLOCK ofheavy duty military trucks. In front of the trucks is a sandbag wallmanned by soldiers. The trucks are flanked by police cars. And if onelooks closely enough, they can see a pair of AGENTS standing to theside.THE stunned soldiers have time to fire off a couple shots as they runfrantically to get out of the way of the bike, 800 pounds of metalflying at 150 miles per hour.GREGORY plows into the sandbag wall, directly between two parkedtrucks. The wall parts in an explosion of sand and sandbags. THEYíRETHROUGH, but the bike scissors uncontrollably, until it rolls and wedrop into bullet-time.AS the bike goes over, we watch from the side as GREGORY dismounts,grabbing CHANDRA as he steps over onto the safe side of the bike. Amassive shower of sparks bursts and trails the bike. It tumbles like abullet falling through syrup, and GREGORY keeps walking over therotating surface, using the bike to protect him and CHANDRA againstthe flesh-ripping concrete.THE bike is coming apart as itís bashed against the concrete. Piecesrise slowly into the air - the front wheel, the forks, the mufflers,and a million flakes of metal, until the body bounces into the air,carrying GREGORY and CHANDRA up. Holding her to him - sheís barelyconscious of the lightning-fast crash, GREGORY rides the flying bodywith one hand on the frame. It comes crashing down and back into realtime.THE bikeís body streaks along the highway. The sparks fade as itslows, and pieces of metal come clanging and banging down around them.They stop, crouching atop the body, with GREGORY crouching overCHANDRA. The disembodied front wheel rolls past them.STUNNED, not quite understanding how or what he just did, he andCHANDRA stand and start running. BEHIND them is a blurry wall of redand blue lights. POLICE SIRENS grow louder.THEY start running down the highway, then GREGORY yanks CHANDRA to astop. GREGORY "Split up, into the desert, go!" THEY split.CU on CHANDRA. In bare feet, she sprints for the side of the road. Thehighway is littered with pieces of the bike, and she stomps on atwisted piece of metal that impales her bare foot. She falls to theasphalt with a scream.GREGORY turns and rushes back to her, even as a police cruiser isbearing down on them, itís V-8 roaring and the siren IMPOSSIBLY LOUD.GREGORY drops to her side, only to look up into the blinding highbeams. He drops over CHANDRA, ducks his head and extends his handtoward the oncoming cruiser and we drop back into BULLET TIME.THE CRUISER runs into his hand and stops as though it hit a steelpost. The hood crumples in the center, pushing the grill in even asthe front quarter panels of the unibody continue around GREGORY andCHANDRA.INT. CRUISERTHE ENGINE smashes in through the console, pushing the cops apart asthe glass windshield explodes and their seats slide forward into theconsole, smashing them like jelly.CU: GREGORY AND CHANDRAWITH HIS HAND still on the grille, CHANDRA AND GREGORY remainuntouched, even as the entire police cruiser rips around them. WE dropback into REAL time and see the cruiserís body rip over and aroundthem. The grille and engine block and part of the mangled transmissionremain still against GREGORYíS HAND. The cruiser was gutted, like abanana shot down the center from top to bottom. It speeds beyond them,silent now, flips and explodes.THE ENGINE block is suspended a few feet in the air. It drops to theground with a thud.GREGORY and CHANDRA get to their feet and run into the early morningdesert.CU: GUTTED CRUISERUNBELIEVABLY, the driver is still alive... barely. The steering wheelis smashed deep into his mouth, splitting his jaw open. Wet, brokenchokes emanate from his blood-filled mouth. His eyes flicker, and justbefore they close forever, his body is seized by pain as he MORPHS.EXT. GUTTED CRUISERTHE CRUMPLED DOOR is knocked out of the frame. WE SEE a black loaferstep from the vehicle and a man in an immaculate black suit steps outslowly.WE rise up from the loafer. As the other cruisers catch up to thescene of the accident, AGENT BROWN watches. He looks into the desert. A POLICE lieutenant approaches BROWN. LIEUTENANT "Sir, should we pursue?" AGENT BROWN "Withdraw your men and pursue the others. We have our own plans for this one."INT. MAIN BRIDGE (NIGHT)The ship is quiet. RAZOR sits at the operator console, smashing thekeyboard as he forces Tetris pieces into place.INT. COCKPITCHOI is sipping coffee as he nudges the ship to a stop. He speaks intohis headphones. CHOI "OK, try it here."INT. MAIN BRIDGERAZOR halts his video game playing and flashes to a different screen.Lines of code come pouring down the screen as he types, then hits theENTER key with a flourish. The screen flashes, and the familiar scrollof the MATRIX cascades down the screens. RAZOR "Holy shit." CUT TO:INT. MAIN BRIDGE CHOI "What? Tell me you got signal." RAZOR (V.O.) "No fucking shit I got signal. Dude, theyíre changing it." CHOI is annoyed. CHOI "Are you using the right pulse wave?" CUT TO:INT. MAIN BRIDGE RAZOR "Shut the fuck up and get back here."THE MATRIX scroll pours down at a streaking pace. Itís almostimpossible to make out the individual characters. CHOI comes up behind RAZOR CHOI "Oh my God. What are they - " RAZOR "Theyíre changing the Matrix." CHOI "Call Morpheus."RAZOR patches into MORPHEUSí cabin through the headset.INT. MORPHEUS CABINITíS dark, but quiet classical music can be heard. Heís not in bedalone. NIOBEíS shaded form can be made out behind him.MORPHEUS sounds awake, but looks anything but. He grabs the buzzinghandset only an armís length from him. MORPHEUS "Iím here." RAZOR "Sir, you gotta get down here."MORPHEUS starts dressing as he talks. He puts a reasurring hand onNIOBEíS shoulder. MORPHEUS "Proximity alarm?" RAZOR "The Matrix, sir. The coding is going nuts." MORPHEUS "Be right there."MORPHEUS hangs up the phone and jumps into his boots. He turns toNIOBE as he works. MORPHEUS "It sounds bad. Theyíre readjusting quicker than we thought." NIOBE jumps up and dresses quickly. NIOBE "Already?" MORPHEUS "It appears that they are learning their lessons." NIOBE shakes her head. "Morpheus, how much are you going to tell him?" MORPHEUS pauses. MORPHEUS "Tell Neo? About his predecessors, I suppose?" NIOBE, dressed, nods. MORPHEUS "He is the -" NIOBE puts a finger to his lips. NIOBE "Six came before him, Morpheus." MORPHEUS shakes his head slowly. MORPHEUS"To me, none came before him. The Oracle told me I would find the one. It is prophecy. You havenít seen what he can do." NIOBE "What if they toughen the Matrix code, like last time?" MORPHEUS "There are lots of ifs. How about this one: What if we lose faith in our cause?" HE disappears through the door, leaving Niobe standing in the dim light.INT. MAIN BRIDGE MORPHEUS leans over RAZOR and CHOI. MORPHEUS "Talk to me." RAZOR "Not good, boss, I gotta compile a new descrambler." MORPHEUS nods. MORPHEUS "Do it. Weíre at broadcast depth?" CHOI "Yes sir." MORPHEUS"We have to download our mission specs. Move aside, I have to log into the mainframe."MORPHEUS takes over RAZORS seat. The scrolling code disappears,replaced by the small words: ZION.dtr1.mnfr4m3 LOGON.MORPHEUS pushes the keyboard under the console so its hidden fromview. He taps at the keyboard. Hidden password appears on the screenin the form of: XXXX XXXX XXXX XXXX XXXX XXXX XXXX. SCREEN: LOGON ACCEPTED. WELCOME, MORPHEUS. MISSION SPECS DOWNLOADING... DOWNLOADED LOGOUT COMPLETE MISSION TYPE: INFILTRATION / DESTRUCTION TARGET: MATRIX MAINFRAMEMORPHEUSí eyes open slightly when he reads the screen, but he regainshis composure quickly. RAZORíS mouth drops open, and CHOI startscracking up. CHOI"The mainframe? Haha. Itís a joke, right Morpheus? Is today April 1^st ?" NIOBE appears behind them. NIOBE "Itís not a joke. We have The One. We must do it now." RAZOR "But theyíre altering the code already. I canít even read it yet." MORPHEUS turns and faces them. MORPHEUS "We have our mission, but itís up to us to interperate how weíll do it." RAZOR "Morpheus, thereís more ice in front of that mainframe than there is in Antarctica. Weíll never cut through it all." MORPHEUS "You havenít seen The One in action." RAZOR looks dubious, and turns to the screens. MORPHEUS "Can you hack in?"RAZOR pounds the keys. The Matrix disappears, replaced by his program. RAZOR "Getting you in is no problem. Maintaining the input/output andhelping you is the problem. Thatís how they killed savior number four, if I remember right. They cut the signal and trapped him in there."MORPHEUS spins the chair, then stops it. Their faces are inches apart. MORPHEUS "We donít speak of the past." RAZOR "Excuse me for dragging up painful memories, sir."HE turns the chair back to the screen and continues coding.CUT TO: NEOHeís standing at the edge of some equipment on the Main Deck. Heísheard every word. He rounds the corner. The others catch sight of him.The same thought is on everyone's mind: How much had he heard. MORPHEUS"Morning. Niobe, wake the rest of the crew. Razor, whatís the ETA for getting us in there?" RAZOR shakes his head. RAZOR "I dunno. Just gimme an hour, Iíll probably have caught up to them." MORPHEUS walks up to NEO. MORPHEUS "Come with me." CUT TO:EXT. DESERT (DAY)FROM FAR AWAY, we see GREGORY and CHANDRA hiding under the only bit ofshade available for miles, a tiny outcropping of rock. We sail in andcut to a panning shot, scanning over the harsh ground, onto CHANDRAíSfeet, clad in Gregoryís boots, up her sun-scorched and scratched legs.Sheís collapsed onto Gregory. Heís in equally bad shape. Gregory leanswith his back against the rock, eyes opening and closing as he driftsin and out of sleep. GREGORY POVHe stars at the horizon and the mirages of water reflecting thejaundiced yellow sky. In the shimmering distance, a man appears, butGregoryís lids shut and we see darkness. When he reopens them, thefigure is more clear. Itís a man, dressed in a black suit. Even in thedistance we can recognize him. We want it to be him.EXT. DESERT ROCKGREGORY can barely come to his senses as the figure approaches.CHANDRA doesnít even wake.EXT. DESERTWe follow the figure at waist heigh as it approaches GREGORY. It comesto a stop just in front of him.EXT. DESERT ROCKGREGORY is fully awake, but he thinks heís dreaming. He reaches outand pokes the black-clad leg of the immaculate man standing before him- a man who doesnít sweat even in the sauna heat. He looks up, but theglaring sun obscures the face. GREGORYís voice is raspy as he starts to speak. GREGORY "Oh my God. Itís... The Man." MAN IN BLACK "Iíve been searching for you for a long time, my friend." GREGORY lowers his head. MAN IN BLACK "We need you, Gregory." GREGORY "What for?" MAN IN BLACK "To save our world."GREGORYíS FACE RAISES, THE MAN IN BLACK eclipses the sun with hishead, making a hallo of hazy sunlight around an all-too familiar face:AGENT SMITH.GREGORYíS head drops back down. He strokes CHANDRAíS hair. GREGORY "Itís too late. Weíre dead." AGENT SMITH "Do you want to live?" GREGORY "What for?" AGENT SMITH "A better life for all. Life for her. And for you, a chance for revenge." GREGORY raises his head.AGENT SMITH grins. He turns away, and the desert landscape before themturns into a soothing, cool, crystal forest lake. Smith takes a steptoward it, then turns and extends his hand. AGENT SMITH "Interested?"GREGORY is mystified. Speechless, he drags himself to his feet,hoisting Chandra, and steps toward the lake. GREGORY "This canít be real." HE steps forward, only to have the image recede. AGENT SMITH "You this, donít you?" GREGORY "Yes." AGENT SMITH "Will you help us?" GREGORY "Anything."CU: SMITH extends his hand. GREGORY grasps it. He lets go, andcollapses into the cool shallow waters of the lake edge.EXT. LAKE SHORETHE DESERT is gone, replaced by forest, though still under thepoisoned sky of the Matrix.GREGORY laps the water up, and pulls CHANDRA in, rubbing the waterover her face. Calmly, AGENT SMITH stands on the lake shore.CU: AGENT SMITH. The humans are reflected in his perfectly stillglasses.CHANDRA stirs and awakens, though she doesnít seem to see SMITH.GREGORY, revitalized, looks around at the miracle, and up at themystery man. GREGORY "Who the fuck are you?" SMITH grins devilishly. AGENT SMITH "Iím nobody. A Smith. Whatís more important, is you. We need you, Gregory."GREGORY stares. He pulls CHANDRA ashore and stands to look AGENT SMITHin the eyes. GREGORY "First you try to kill me. Now you need me." AGENT SMITH "Two years ago, Gregory, your parents were killed in a terrorist attack in the heart of the city." THE words spark something nasty in GREGORY. GREGORY "So what?" AGENT SMITH "The terrorists were led by a certain individual." GREGORY "I know who it was." AGENT SMITH "We need you to kill him."GREGORY laughs he turns to CHANDRA to check on her. Sheís passed outon the smooth grass. GREGORY"What a bunch of bullshit. The whole government canít kill him, so how can I?" AGENT SMITH "No one in the government can do what you can." GREGORY "Fuck you." AGENT SMITH "I believe we have a deal." GREGORY stands and puts his face next to SMITHíS "You know, Iíve always wanted to fuck the devil on a deal. And this looks like a once-in-a lifetime opportunity. So, FUCK YOU!"SMITH frowns. GREGORY looks him up and down. Heís got a few inches andpounds on the smaller agent. GREGORY "What are you gonna do, little man? You looking for a trip to thefucking hospital? Fuck with me and youíll be looking for some plastic surgery, you - "SMITH delivers a chest punch that sends GREGORY sailing back twentyfeet. He tumbles to a stop, coughs, and stares in disbelief at SMITH,standing calmly at what seems like an impossible distance away.CU: SMITH. HE removes his glasses calmly.CU: GREGORY. He was stunned, but heís not out of the fight. Not by along shot. GREGORY "No man can beat me." SMITH "Bring it on, pussy." Pull back as he CHARGES SMITHSMITH is ready to deflect the blow, but GREGORY dodges and bowls himover, barroom style. With SMITH pinned below him, he slams his palmdownward. SMITHíS head dodges the blow that pummels the ground.GREGORY is screaming as he smashes downward with the palms of hisheels. Every blow misses the mark. GREGORY "Mother fucker, what the fu -?"SMITH bucks up, throwing GREGORY into the air. He flips onto his backas GREGORY returns. The sheer force of his street-forged roundhousesknock SMITH around as he blocks. Growing irritated at the untrainedattack, SMITH turns a block into a palm-heel that hits GREGORY in theforehead with the force of a cannon blast. Momentarily stunned, hesteps back enough for SMITH to perform a roundhouse kick. Itís like ahelicopter blade, smashing into GREGORYíS head and sending him to theground in a heap. SMITH "Ready to change your mind?"CU: GREGORYHE canít respond very well. Blood fills his mouth and his face ismashed. A huge welt grows under the loafer mark left by SMITH on theright side of his face. SMITH crouches down by GREGORY SMITH "I can teach you to beat me, you know." THIS interests GREGORY. SMITH "Help us, and both you and her will be free afterward."GREGORY stares at the ground, then gazes past SMITH at CHANDRA.Finally, he starts to rise. SMITH offers a hand, and GREGORY takes it. SMITH"You know it, donít you? That thereís more to your world than what you can see, what you can rationally explain?" GREGORY "Yeah." SMITH"Iím going to teach you how to use the powers you canít even imagine. But first, you need to learn to fight."SMITH puts his hand to his earpiece. GREGORYíS eyes close and his bodySPASMS. He falls to the ground, breathless, and when his eyes open, hestares up at SMITH. GREGORY "Holy shit. What the -"HE stares at his hands. He sits up, and watches his hands, amazed, ashe goes through a series of block-punches. He stops and stares up atSMITH. GREGORY I know Kung-Fu." SMITH grins.INT. COCKPIT (NIGHT)MORPHEUS and NEO sit together. The cockpit lights are dimmed down,only the EMP pulse button glows. Outside the ship, in the dark mistsof the underworld, patches of eerie phosphorescent moss glow on thewalls. Occasionally, a squiddie will pass over the darkened ship. The two of them watch the deadly outside world. MORPHEUS "Weíre deep in their territory." NEO "I see that." MORPHEUS stares out at the night, deep in thought. He turns to NEO. MORPHEUS "Are you rested?" NEO "Yes." MORPHEUS "You know now, that you had predecessors." NEO "Yes. Iíve heard things." MORPHEUS "What types of things?" NEO "That there were others, like me, who you thought were going to be special. But they ended up dead." MORPHEUS nods slowly. MORPHEUS "Itís true. There were others. And I didnít tell you right away. Because you were not ready." NEO nods. MORPHEUS "Does this anger you?" NEO "I donít know yet. So much has happened so fast, that I canít decide whether or not Iím angry, or dissappointed, or even if I should be." MORPHEUS "You shouldnít be, Neo. You are the key in the Oracleís prophecy. Everything forseen to come to pass, has, except one thing." NEO "What?" MORPHEUS "The destruction of The Matrix." MORPHEUS looks out into the darkness. MORPHEUS "Your coming was heralded, and it is my destiny to prepare the world for you, and to baptize you by fire. But from here on out, no one knows." NEO "Can we ask The Oracle." MORPHEUS "Not in this life." NEO is confused. MORPHEUS "No one has heard from her or her priestesses since the day Cypher turned on us." NEO is taken aback. NEO "But she must have known, if they came to her." MORPHEUS "Perhaps she did." NEO shakes his head. NEO"I canít believe it. I donít know, Morpheus, if Iím prepared for this war. Iím not a soldier. How, how are we going to win?" MORPHUES "For decades, we have fought force-on-force, in the real world, without a conclusion. Now, after nearly a century of war, weíre at astandstill. The only way that we can see to win is by destroying theirsource of energy. We have to pull the plug on them. We must crash the Matrix." MORPHEUS grins slyly. MORPHEUS "Remember, when I told you, that Iíll show you how deep the rabbit hole goes?" NEO "Yes." MORPHEUS "I brought you deep, yet I no longer know the way. No one does. With every second we sink deeper than before. You are our guiding light,now. Your powers exceed mine a millionfold. I have shown you the path to victory, Neo. Lead us down it."INT. MAIN DECKMORPHEUS, NEO, TRINITY, CHOI, and NIOBE are on the chairs as theyírebeing JACKED IN by CIRCA and RAZOR.CUT TO: RAZOR jumps in the operatorís chair, his hands blur over thetouchscreens and keyboard as he drops his crewmates into the Matrix. MORPHEUS (O.S.) "Weíre going straight for the throat, people."ANGLE ON: RAZOR and CIRCA typing like made at their keyboards. RAZORhits the ENTER key. They look on, transfixed with anticipation. Thescreaming Matrix code grinds to a readable halt. The slap each otheríshands and continue hacking. MORPHEUS (O.S.)"We have the advantage of surprise. They wonít expect us to return so soon."INT. ABANDONED WAREHOUSETHE FIVE of them stand, immobile, around a ringing phone as theirminds filter in to their body images. They are dressed practically indenim and leather, like blue collar workers. Their dress wouldnítattract the slightest bit of attention, except for the padded coatsand tote bags filled with firepower.INT. MAIN BRIDGE CIRCA "Keep your eyes out for changes, theyíre modifying things. Dial ë0í for operator."INT. ABANDONED WAREHOUSE MORPHEUS holds his celly to his ear. CIRCA (O.S.) "And have a nice day." HE drops the phone into his pocket. They turn to him. MORPHEUS"Niobe, youíre the liasion to our operators. Neo, what do you have for a game plan?" NEO "Where is the mainframe?" MORPHEUS "The Metacortex building." NEOís jaw drops. NEO "What the fuck? Thatís where I worked." CHOI "And what do you think you were doing there, writing code for video games? You were working for The Man." TRINITY "Itís true, Neo. Metacortex employs humans to write code for the Matrix." NEO "I thought I was working on a fucking database." MORPHEUS "They keep the left hand from seeing what the right hand is doing. Thatís how an evil system can be made by innocent people. But, that doesnít matter." NEO recovers. NEO"How ëbout this? I just walk up to the Metacortex building and blow it up?" CHOI laughs. CHOI "What, by power of will?" NEO nods. CHOIíS smile fades. He looks to the others. CHOI "Heís joking right?" MORPHEUS shakes his head. MORPHEUS"Weíll fan out around the city, keeping an eye out for you. If youíreable to accomplish this mission, weíll phase back into the ship. Stay in contact. If you lose your cell, contact an operator immediately."EXT. ABANDONED WAREHOUSETHE five of them exit. They blend into the crowds on the street,anonymous and quiet. MORPHEUS looks back as NEO, taller than most,heads down the street. NIOBE pauses next to him. NIOBE "What is it?" MORPHEUS shakes his head. MORPHEUS "Whatís going to happen? If this is it, right now? The end?" NIOBE "I canít even imagine."HE grins and starts to turn. As he does, his profile matches theprofile on a WANTED poster stuck to the wall. Itís a dark, grainypicture of him, alongside photos of Neo, and Trinity. POSTER: INTERNATIONAL TERRORISTS MORPHEUS glances at it, and continues on.EXT. DOWNTOWN STREETNEO walks calmly, observing the people that filter by. Men, women,children, all oblivious to their true nature.A dirty homeless whino, nose explosion red with burst blood vessels,is staggering along the edge of the crowd, unseen and ignored.Somehow, he catches NEOís eye. HOMELESS "Spare a quarter, buddy?" NEO shakes his head, but still stares.ANGLE on the HOMELESS. He mutters something, and reaches into hisshopping cart to open a garbage bag. Itís filled with twenty dollarbills, thousands of them. NEO "How ëbout a quarter mil?"THE homeless man is astounded. As he stands, speechless, NEO fadesback into the crowd.EXT. FOREST GLADESMITH and GREGORY fight in the glade. SMITH is always one step ahead.HE is a cruel sensei, and doesnít pull punches. But with every blowGREGORY takes, he rebounds and attacks again.FINALLY, just as he seems to be gaining on SMITH, he takes a rapidfire series of blows, and collapses to the ground, breathless andbeaten. GREGORY "Fuck." SMITH circles him. SMITH "Pain is only weakness leaving your body. When you are sufficiently strong, you will feel no pain." GREGORY "Tell me about what is happening. Whatís wrong with the world?" SMITH "Get up and fight."GREGORY gets to his feet and takes a stance. SMITH stares at him froma relaxed poise. He slaps at GREGORY, who deflects the blow and takesa jab, nearly hitting SMITH on the chin. They circle. SMITH "The world is not for you." HE slaps, has it deflected, dodges a blow. GREGORY "What do you mean?" SMITH "Youíre not human, Gregory. Thatís why you donít fit in. Thatís why you have certain powers." GREGORY takes a swipe. They engage, then push off one another. GREGORY "What, am I from planet Krypton?" SMITH "Not quite. But as humans continue to evolve, some are developing capabilities beyond those of the average man. Reality-altering abilities. I have them. Others in the Agency have them. And you have them, too. Weíre all that stands between law and order, and a terrorist dictatorship lead by the one called Morpheus." THEY stop fighting for a moment. SMITH "We need you to stop the terror. We need you to save our world." IT sinks in. GREGORY is starting to believe. SMITH "We need you, because youíre better than me. Now push past your abilities. You can turn you imagination into reality. See your hands striking me, see yourself overcoming me. Fight, boy!"SMITH comes at him, and GREGORY responds. Their fists and kicks are afast, then turn into a blur. GREGORY canít believe his own actions.SMITH misses a block, and GREGORY blows him backward with a chestpunch.SMITH, recovering, looks up. GREGORY looks around. CHANDRA is gone. GREGORY "Where is she?"SMITH stands. From behind his back he produces a baseball sized glassball. He tosses it to GREGORY. SMITH "Here."GREGORY looks in the ball. Itís a window to an apartment overlookingthe city. Chandra is in bed, waking up. SMITH "She doesnít remember our encounter. Sheís fine. Donít worry." THE BALL disappears. SMITH puts his hand to his earpiece.INT. OFFICE BUILDINGAGENT BROWN is staring down at the ground. ACROSS THE STREET, NEO iswalking toward his building. BROWN "Heís back."EXT. FOREST GLADE SMITH "Iíll be there. Execute the defense plan." SMITH turns to GREGORY. SMITH "Come with me. But only watch. Youíre not ready to engage in a fight with the enemy." GREGORY "Why not?" SMITH "Because if you havenít defeated me yet, you wonít defeat them." SMITH snaps his fingers.EXT. ROOFTOPGREGORY finds himself alone on the top of the MAKARAO hotel,overlooking METACORTEX PLAZA.EXT. STREETThe METACORTEX building stands across the street. NEO has been alongthis road a thousand times, but in another lifetime.NEO raises one hand, palm pointed toward the building.CUT TO: NEOíS POV: The building is a massive tower of glowingshimmering energy, no more real than a three-dimensional polygon.EXT. BUILDING ROOFTOPMORPHEUS and NIOBE stand atop a building a few blocks away, lookingtoward the Metacortex building. ANGLE on NEOHE FIXES his gaze on the building, then lowers his head and closes hiseyes.THE building tremors slightly, like a heat mirage. Slowly, it startsmoving downward.ANGLE ON: the first level. The exterior glass disappears, vaporizingin a million crystal shards that melt into the air, exposing the hiveof office cubicles and corridors within.The walls, desks and cubicles vaporize, leaving a few hundred people- office workers, security, maintenance men, standing with nothingbetween them. The massive LOAD BEARING MEMBERS vaporize.CUT TO: the bottom of the building. One can look straight through theentire building. WE go through the empty building, passing dazedpeople, until we pass out the other side, and come to NEO.HE looks up. The office building is supported by nothing. Slowly, itdescends on the stunned people. They rush, screaming, some laughing inhysteria, before the ceiling can come down on them. The last few fleejust before the ceiling touches the ground. The second floor meltsaway just like the first.EXT. BUILDING ROOFTOPNIOBE and MORPHEUS stare on in amazement as the building collapses,floor by floor. NIOBE "Heís doing it." MORPHEUS "I knew it."EXT. STREETCHOI and TRINITY look up in the air at the roof of the METACORTEXbuilding, standing beyond a block of buildings. It sinks toward theground as a flood of people come screaming around the corner. CHOI "It canít be this easy." TRINITY "Itís not over yet." MANíS VOICE (O.S.) "Not by a long shot."CU: TRINITYíS FACE. SOMEONE plants the barrel of a silver Desert Eagle.45 against her temple. TRINITY whips her head backward as it fires.We drop into BULLET TIME as the flame and concussion blossoms in frontof her face, ripping her sunglasses off as she drops backward, pullinga pair of MAC-10 Uzis from under her jacket. THE MANíS VOICE belongs to AGENT BROWNCHOI turns, pulling a short weapon from under his coat. Itís boxy,with a short barrel the size of a soda can. He plants it in the smallof BROWNíS back and pulls the trigger.A CONE OF FIRE burns straight through brown, blowing steam, flame,smoke, vertebrae, and viscera out a massive hole in his stomach.CU on the weapon. It recoils on tension coils, discharging a shell thesize of a 12-ounce soda can. REAL TIMEWhat remains of BROWN flies forward. CHOI helps TRINITY up and theretreat into the building and take cover under a window. Through thewindow, we see military trucks, filled with troops, charging down thestreet, toward the Metacortex plaza. After the trucks come rumbling,black-painted M1A2 ABRAMS tanks. A black APACHE HELICOPTER flies overthe convoy.CHOI looks through the window as he reloads his hand cannon. CHOI "Holy fucking shit." TRINITY "Weíve stirred up the hornetís nest now."INT. METACORTEX OFFICEAGENT SMITH and JONES stare down into the plaza. The building shakesslightly as it descends.FROM the three streets that enter the plaza, military vehicles pourin. Hundreds of troops discharge and form a L-shaped circle aroundNEO. Tanks rumble in, and the Apaches whirl to a hover. Panickingcivilians rush out of the kill zone.NEO stands calmly, continuing his work.EXT. ROOFTOPMORPHEUS and NIOBE stare from the rooftop.EXT. METACORTEX PLAZAThe air rumbles as the building continues to gently collapse. The skyflashes, and massive streaks of lighting blast across it like cracksin reality.CU: SOLDIERS They line their weapons on NEO. They are nervous PRIVATE "This is impossible. Whatís going on?" SERGEANT "Just keep him in your sites, soldier."INT. TANK TURRET CU: TANK GUNNERHIS eye is glued to the tank site and his trigger finger on the firebutton. POV: TANK SITE The green crosshairs sit on NEOíS chest. CU: NEOHis eyes open, but the building continues to collapse. He stares up ata mirrored window, and somehow, straight into the eyes of: CU: AGENT SMITH SMITH "Open fire."A WALL of flame and fingers of tracers bursts from the skirmish lines.The tracers grow into a cone of orange flame bearing down on NEO as wedrop into bullet time.THE bullets sizzle as tracers burn off their backs. The draw towardhim like slugs. Thousands of bullets fired at perpendicular anglesclose in on him. As they draw close to one another along almostperpendicular paths, they tinkle and chime and bounce.The bullets come to a stop, glowing as their tracers backs continue toburn. The world is in stop motion as the bullets stop, turn 180degrees, and suddenly accelerate back at their origins. Faster andfast they fly, until we drop back into REAL TIME.THE SKIRMISH line of troops is ripped apart by a hail of their ownbullets.CU: MACHINE GUNNER. With an M-249 SAW, he blazes away at NEO, only tobe shredded by his own bullets. A private takes a shot at NEO, and abullet slaps into his shoulder. REALIZING whatís happening, he dropshis weapon.THE SOLDIERS are dropping like flies. The firing quickly subsides.NEO stands alone in the center, unharmed. He turns to the skirmishlines. THE surviving soldiers drop their weapons, and run. Panicensues. Only a few officers, NCOs, and soldiers too amazed to think ofrunning remain.INT. HELICOPTER COCKPIT NEO is targeted on an LCD screen. PILOT "Fox One."EXT. HELICOPTER WING CU: AGM-65 HELLFIRE GROUND-TO-AIR-MISSILEThe missile drops from its release claws and ignites, accelerating offscreen. POV: HELLFIRE NOSE CAMThe missile flies horizontally over the plaza, then pitches up, andback down at NEO. He looks at it, and at the last second the nose goesback up.EXT. PLAZAThe missile swoops up over him, leaving him in its exhaust smoke. POV: HELLFIRE NOSE CAMTHE missile banks, panning across the city, until it locks onto thehelicopter from which it originated.INT. HELICOPTER COCKPITTHE missile bears down the chopper.CU: PILOTHEíS TOO stunned to move. Mouth agape, he can only watch as:EXT. HELICOPTERITíS BLOWN to fiery pieces, and comes tumbling down, landing on thestreet as soldiers and civilians flee.INT. TANK TURRET TANK COMMANDER "Fire!" THE GUNNER pulls the trigger.EXT. M1A2 ABRAMSWE drop into bullet time as a cone of fire - bigger than the tank andthe shape of a pine tree, blows out of the barrel, pushing the tankback. From the fire streaks a HEAT round, white hot, leaving a laserlike tracer as it bears down on NEO. REAL TIME THE TRACER stops in front of NEO, and out of the air the HEAT round appears. Suspended in air, it shakes with violence. It accelerates backwards, flying straight back into the tank barrel.INT. TANK TURRETTHE gunner screams as the BREECH explodes, blocking our view.EXT. TANKThe tanks explodes like a 60-ton hand grenade, plowing soldiers ontotheir faces, consuming the unlucky ones close to it, and throwing the30-ton turret straight up, 10 yards into the air. It rotates, aflame,and comes crashing down on a nearby commander and his radio man.INT. METACORTEX OFFICETHE EXPLOSION shakes the building. The scene below is a completeroute. Black smoke billows up from the flaming wrecks. The remainingtanks arenít retreating - the crews are piling out and running. TheApache helicopters turn tail and run. AGENT JONES "The plan is not working." AGENT SMITH "No shit." AGENT BROWN enters the room. AGENT BROWN "What about your protÈgÈ?" AGENT SMITH "Heís not ready yet. Iíll deal with this myself." AGENT JONES "You canít beat him." AGENT SMITH "Iíve been altered. Iím Smith, 2.0." AGENTS BROWN and JONES look at one another. CU: SMITH HE clenches his teeth, as though heís girding himself for something. SMITH "Kill the others. Iíll take care of this."INT. MAIN BRIDGERAZOR is at his operator chair, surrounded by consoles. Some of theMatrix code screens are in blue, others in red, at least one in green.The code on the green screen starts pouring down at an incrediblerate. RAZOR "Fuck." HE hits something on the keypad.EXT. ROOF MORPHEUS answers his phone.INT. MAIN BRIDGE RAZOR"Theyíre about to pull something. Processing power is pouring into theagent programs and theyíre locking onto your 3-D grid displacements.EXT. ROOF MORPHEUS "Send through ghosts to confuse their lock." RAZOR "Got it."INT. MAIN BRIDGETHE GHOST program is loaded. We see 3-D images of Morpheus and theothers flash across the screen.INT. OFFICE BUILDINGSMITH STANDS alone, his comrades have disappeared.THE glass before him shimmers.EXT. OFFICETHE mirrored glass of Smithís office wavers, then explodes towards us.SMITH jumps, and we pan down to follow his descent. He smacks into thepavement on his feet in front of NEO.EXT. METACORTEX PLAZASMITH STANDS, facing NEO, about two fighting distances away.NEOís concentration is broken. The METACORTEX building comes to ashuddering halt. NEO "Youíre back."CU: SMITH He nods. NEO "And you have a ponytail now."AS we concentrate on NEO, and he concentrates on SMITH, we can seemore black suits marching up behind him.NEO attacks SMITH. SMITH backs away slowly, blocking against a losingbattle and taking hits. Meanwhile, the MEN IN BLACK converge on NEO.Just as NEO lands a smashing blow on SMITHíS chin, three voices atonce shout: "HEY!"NEO turns, and SMITH pushes him hard in the opposite direction toface:THREE SMITHS! They attack at once, one going low and hard with a kneebreaking sweep kick, the other punching NEO in the face, and the thirdbreaking to the side and putting his toe into NEOís stomach with avicious side-kick.They attack is in perfect synch, eight arms and eight legs workinglike clockwork, striking their target without getting in the way ofeach other. The attack slams NEO back, right into the first, bloodiedSMITH. NEO slams into his shoving arms, and stops as though he backedinto a brick wall. AGENT SMITH grabs him and holds him in a FULLNELSON, exposing him to his three copies. The copies shift positionand attack again. Two stand together, left shoulder to right, and withtheir combined arms slam NEO in the face, then step apart as the thirdcomes in. The THIRD grabs the shoulders of the other two and flips,walking his loafers up NEOís body, and kicking him from below, rightup into the chin of his jaw! It snaps NEOís back with a spray ofblood.EXT. ROOFTOPMORPHEUS and NIOBE stare on as the fight rages.MORPHEUS grips the edge of the brick wall edge. The stone crumblesunder the tension. MORPHEUS "We can only watch."EXT. PLAZATHE ASSAULT on NEO continues. He struggles, unable to concentrate longenough to find a way to fight back.INT. MAIN DECKRAZOR bangs away at the keyboard. RAZOR"Four fucking agents, no wonder so much processing power is devoted to them."EXT. ROOFA BIRD flying by NIOBE and MORPHEUS slows its flight, slows itsflapping, and freezes.CU: MORPHEUS. A pink lightning bolt freezes as it streaks across thesky, sealing the worldís light in an a light rouge.EXT. CITY STREETNear the plaza, panicked civilians slow, and fall to the ground asthough theyíre passing out.INT. MAIN DECK Razor stares at the data pouring down the screens. RAZOR "No goddamned way." His headphone chimes. RAZOR "Operator."EXT. ROOF MORPHEUS is on the phone MORPHEUS "What the hellís going on?"INT. MAIN DECK RAZOR"Theyíre putting all the coppertops to sleep. They froze the Matrix." MORPHEUS "Why?" RAZOR "All processing power is being re-diverted to the agent program." NIOBE stands at the edge of the building and points down. NIOBE "Morpheus, look!" DOWN on the ground below them, thereís a swarm of AGENT SmithsEXT. STREETThe passed-out people stand, and one by one, MORPH into AGENT SMITHS.It happens over, and over, until dozens, then hundreds, are marchingon the plaza.EXT. PLAZANEO reaches back and puts his hands on either side of SMITHíS head. Asheís being pummeled from the front, he squeezes and screams. Hisscreams are mixed with SMITHíS. The agentís head deforms as weíre heara sickening crack. Suddenly, the body reverts back to that of theoriginal owner, a security guard, and the head simply EXPLODES.THE hold broken, NEO stumbles back over the body, with the threeSMITHS in pursuit. He somersaults, comes up on his feet, and jumps tothe left, putting one Smith in front of the other two. He attacks, hiskilling blows destroying SMITH, smashing through his blocks. He falls,and NEO takes on the other two, giving a kick jump that knocks both ofthem away in one shot.As he comes down, a wall of Smithís converges from all sides. Theystop, leaving a circle around him.WE PAN BACK to view a sea of black-suited SMITHS flooding the plaza.CU: NEOAS his hand passes over his face, it is refreshed, anew, perfectagain. He surveys the wall-to-wall SMITHS.SMITH talks with his voice, times a thousand. SMITH "NEO, leave the Matrix. You know not what youíre doing." NEO "Well, is that right?"HE turns to the METACORTEX building. Itís repairing, growing steelgirders and concrete skin. NEOís face darkens. NEO "No!"REALITY SHIMMERS as his anger strikes out at the building. The topsfloors burn, and then explode. The explosion rips down the building,slowing, slowing, then stopping.THOUSANDS of SMITHS are gazing up at the building, concentrating oncombating NEOís attack.EXT. ROOFGREGORY sees the building exploding, and runs. He smashes through anaccess door.INT. STAIRWAYGREGORY hurtles down the stairs, one at a time.EXT. METACORTEX BUILDINGTHE building is frozen, mid-explosion. TONS of pieces hanging in theair, suspended only by frozen tendrils of fire and arms of smoke anddebris.THE SMITHS attack NEO. They fight in a massive melee, dying in mass.Meanwhile, the METACORTEX building pulls back together, the damage andflame disappearing as time/space around it is reversed. CUT TO:EXT. ROOFTOPCU: AGENT BROWNWith his hand on his ear piece, he comes out the elevator door,slowly. Pistol drawn, he looks around the corner.MORPHEUS and NIOBE stand there, their backs to him.Without hesitating, he advances on them, blasting away with impunity.THE BODIES of MORPHEUS and NIOBE are wracked by gunfire and collapsein a heap of bullet-ravaged flesh.BROWN walks up to the corpses and kicks one with his shoe. Itshimmers, and then disappears, followed by the other.INT. MAIN DECK RAZOR dials the phone. MORPHEUS picks up. MORPHEUS (V.O.) "Yes." RAZOR "Theyíre hitting your ghosts." MASSIVE attack of STATIC bursts on the line. RAZOR "What the - " THE LINE goes dead.EXT. ROOFTOPMORPHEUS looks at the phone and redials. RAZOR comes through, hisvoice digitized and distorted. RAZOR "Theyíre cutting comes, get to the access point on Laxe - " THE line goes dead.MORPHEUS signals to NIOBE. They exit the roof as he dials TRINITYINT. EMPTY BUILDINGCHOI and TRINITY hide in the shadows of an empty room, watching thebattle. TRINITYíS cell rings. She answers silently. MORPHEUS (V.O.) "Letís go. Laxe Three." TRINITY "What about Neo?" MORPHEUS (V.O.) "We can do nothing to help him. Weíll only get in his way." THEY leave the room.INT. LOBBYGREGORY stumbles into the lobby. Slumbering bodies lie everywhere,slumped over desks, half-in chairs, on the ground.EXT. PLAZAHE exits into the street. The scene is one from HELL.UNDER the neon sky, fires are frozen and smoke columns hang in theair, still, like massive tree trunks.The battle rages and surges, a thousand SMITHS pouring onto one NEO.All around, nearly covering the ground, are corpses, destroyed bodiesabandoned by the agent. Men and women, of all ages and designs,smashed, decapitated and broken.CU: NEOTHE SMITHS overwhelm him with sheer numbers. NEO is a blur, a humanchainsaw now, crushing or smashing them all, but they crowd on allsides. The bodies pile up as they fall, and NEO finds himself steppingup the rubbery mass of corpses. A few more smashed SMITHS fall, morphback into their stolen forms, and NEO is KNEE-DEEP IN THE DEAD.He canít take it. Choking, NEO struggles to free himself. SMITHS climbup the corpse pile and drop onto him, pounding viciously. NEO stalls,in shock, his eyes locked with the lifeless blue eyes of a woman hejust killed. She looks amazingly like TRINITY.Perhaps for the first time, he is confronted with the consequences ofthis war, and his mind seizes as the Smiths pummel him.NEO goes berzerk! SCREAMING and fighting, he claws his way out andsurges into the wall of agents. They throw him back, and he canít killthem fast enough. HE leaps upward, trying to fly away, but Smithscling on to him, and cling on to each other.EXT. PLAZANEO struggles to fly, and as he does, heís pulling a stalagtite ofblack suits, clinging like iron filings on a magnet.CU: NEOHIS face is wide with fear and shock. He canít climb anymore, andlooks back down at the mountain of agents heís pulling into the air.His face clenches shut as a scream wells from deep within him. Hestarts to glow, and we jump back to see:A MASSIVE orange, spherical shock wave blasts away from his body. Itrebounds on the plaza and throws bodies upward, even as it blasts theSmiths away, leaving him clean.EVERYTHING slows down as NEO, exhausted, tumbles out of the sky. Onhis way down through the neon light, he passes bodies flying upwardfrom the concussion. NEO hits the ground, bounces, and lies still,sprawled, as people drop all around him, piling up, like Sataníssnowfall.EXT. ALLEY (MATRIX) DAYTHE sky and Matrix are still frozen. TRINITY and CHOI make their wayalong cautiously, leapfrogging from cover to cover. They pause behinda dumpster, and just before looking out, thereís the sound of metaltapping metal, twice.TRINITY looks in the direction of the sound. MORPHEUS and NIOBE arestanding still in the shadows, near the end of the alley. TRINITY ANDCHOI make their way to them.TRINITY peeks cautiously around the edge. On the other side of thestreet is a phone booth. TRINITY "Is it clear?" MORPHEUS "I smell an ambush." NIOBE "Me too. Too quiet." CHOI grips his gun and grimaces. CHOI "Too quiet? The world is frozen. Iíll go first." NO one likes the idea.REAL-TIME suddenly returns. The lightning bolts in the sky suddenlyre-animate, thundering out of existence, making the four of them jumpout of their skulls. The sounds of the city suddenly flood back.ON THE street, people stir to their feet. Everyone is confused as towhat happened.EXT. PLAZAITíS a sea of the dead. From its center, NEO emerges, soaked in blood,gagging and gasping for breath. He stumbles over them. Shocked andcrazed, he glimpses the Metacortex building. Itís in one piece again,unharmed.He falls against a smashed corporate art sculpture. He picks a cellphone up from the ground and dials. NEO "Morpheus, pick up."We hear nothing but static. Disgusted, NEO throws the phone away. Hefalls against the sculpture and looks up. Coming around the corner ofthe building is a group of agents and soldiers.NEO sinks down, staring at his hands. He catches his breath andconcentrates. The blood disappears, and he dons the suit of ananonymous soldier in black. His face, too, seems to change.HE stands and walks away. We only see his back.EXT. ALLEY - DAYTHEY weigh their options. Finally, MORPHUES gives the nod to CHOI. MORPHEUS "Go."CHOI checks his ammo and puts his guns under his coat. There are lotsof people on the streets now. Everyoneís in shock over what happened,and the columns of smoke rising from the center of the city. CHOI"And remember, kids, when youíre in a war, never volunteer yourself!"HE walks out onto the street, eyeing the phone booth and everythingelse. A gorgeous Asian businesswoman stumbles into him. Recognitionlights up her face and she stops him. WOMAN "Choi? Oh my God, I havenít seen you for months." CHOI keeps looking around, making his way to the booth. "Oh yeah, sorry about that." SHE turns angry. "Sorry about that? What kind of an asshole are you?"EXT. ALLEY (MATRIX) - DAYTRINITY is looking around the corner. She pulls back into the alley. TRINITY "Casanova just ran into an old flame."EXT. STREET (MATRIX) - DAY WOMAN "No. Fuck you, Choi, you just think you can come and go when you please?"CHOI is ignoring her now, walking straight for the phone booth as sheis having a fit. Tears are welling in her enraged face."Choi, if you have one shred of decency, if you even care about me - "Inexplicably, CHOI hangs his trench coat on the side of the booth.Standing behind it, he reaches around with his arm, keeping the coatbetween his body and the phone. The WOMAN doesnít even notice the webof gun harnesses and what looks like a ton of ammunition covering theinside of the jacket. WOMAN " - youíll tell me why you donít call, why you, you, what are you doing?" CHOI"The jacket stops fragmentation. Sometimes they bomb the phones. Kiss me for luck."HE grabs her to him and thrusts his mouth onto hers.CU: PHONEHis hand grabs the phone. We hear the dialtone, and he mashes down oneof the numbers of the keypad. The number tone rises in pitch to acrescendo. WE pull back and:THE BOOTH EXPLODES. CHOI and the woman are bowled over by the flame.EXT. ALLEY (MATRIX) - DAYThey take cover from the blast as people all over the street areknocked flat.EXT. STREET (MATRIX) - DAYTHE PHONE BOOTH is obliterated. Miraculously, CHOI and the woman arestill under the cover of the jacket. THROWING the smoking jacket offthem, CHOI screams in agony as he grasps the smoldering stump of hisright shoulder. The arm is history.THE WOMAN looks on, her eyes as wide as dinner plates. Shaking, shefalls back, still staring. CHOI "You werenít lucky."MORPHEUS, NIOBE, and TRINITY rush to him, picking him up on his feet.CHOI is screaming and laughing. Someone grabs his smoldering coat,dragging it along. CHOI stares at the ex-flame as they cart him away.His eyes are crazy. CHOI "You still want me to call you? Ha ha ha!"AS they struggle down the street, CHOI starts to walk more on his own.PEOPLE run from the scene, screaming. CU - the four of them.MORPHUES looks at something off-screen and frowns. HE pulls to theleft. MORPHEUS "This way."TANKS and TROOPS are filling into the street ahead of them, comingfrom around the corner.THEY turn onto a different street. This street, too, is filling withtroops. Worse, itís being lead by AGENT BROWN. NIOBE "Tanks, or agents?" TRINITY "Tanks." CHOI "Yeah, tanks a lot."They break. CHOI stands on his own, and they run back onto the streetwith the tanks.CU: TANKSTHREE ABRAMS stop in the street. Their turrets swing into place withterrifying quickness and precision.AT ONCE, they open fire with their main cannons and machines guns.FIRE FLOWERS blaze from the death machines, sending a typhoon of leaddown the street. Troops filed between the tanks pull their triggersand donít let go. Everything in the street is shredded and blown away,as though it was hit by a high-power pressure hose.WITH UNEARTHLY SPEED, EVERYONE BREAKS for the sides of the street,except for CHOI. He stands amid it all as the tracers come closer tohis body. He raises his machine gun with his good arm, and lays intothe enemy.TRACER rounds kick away from his gun, ripping straight back into thewall of soldiers. His rounds deflect off the sloped armor of thetanks, recoils pile into the flesh of troops. He rakes his fire intothe enemy bodies.CU: CHOITRACERS zoom in on him. A tank round blasts by, and the wall of airkicks him to his side. He continues to fire even as a bullet, followedby another, blasts through the middle of his body. More and morebullets smack into him, blasting chunks of meat and viscera out theback.EXT. STREET (MATRIX) DAYTRINITY and NIOBE take one side of the street, running and shootingsimultaneously. THEY reach the buildings on the side and NIOBE goesSTRAIGHT UP THE FA«ADE OF THE BUILDING, as TRINITY jumps from cover tocover, cart wheeling through tracer fire and bullets.ON THE OTHER side of the street, MORPHEUS goes straight up thebuilding faÁade and starts running sideways, completely defyinggravity, firing downward at the soldiers.CU: CHOIHE WILL NOT FALL, and a hose of lead drills into him, taking his bodyapart piece by piece. Bullets take away pieces of his head, neck, andtorso, and in one final wave of fire, he is disintegrated, leaving hismachine gun, barrel smoking, spinning in the air, firing still. Thearm is still attached and finger clenching on the trigger. It is thelast piece of CHOI to fall.MORPHEUS climbs as he runs. In mid-stride he changes magazines andstops, standing on the wall, his body parallel to the ground.On the other side of the street, NIOBE stands on the wall, blazing atthe mass of troops with two guns that never cease. THERE is no coverand no reprieve from the DOUBLE DEATH from above. Most are stillfiring down the street, or over toward TRINITY.TRINITY runs up the side of the street. Her guns go empty and shedives behind a stoop as a squad of soldiers blazes away at her.CU: SOLDIERIn slow motion, he pulls a spoon from a grenade. Somehow, the metalring reaches TRINITYíS ears.CU: TRINITYShe slaps a magazine into her pistol, pulls the action and comes outfrom under cover just enough to see the soldier releasing the grenade.She fires, hitting the grenade. IT explodes directly over the group ofsoldiers, flattening them to the ground.A BULLET smacks through TRINITYíS wrist, and the hand comes off,popping like the head off a dandelion. Blood spurts from the severedarteries, spraying the hand, with the pistol still in its grip.ABOVE THE STREET, MORPHEU AND NIOBE leap for one another. They catcheach otherís arms, fifty feet above the surviving enemy, and spin inplace, firing away. The tank commanders in their copulas blast upwardwith their machine guns, but the rounds miss the spinning couple.MORPHUES and NIOBE concentrate on the commanders, and cut them down.THEY land amidst the carnage. TRINITY emerges, shaken, pressing hercoat to her arm.EXT. STREET (MATRIX) - DAYThe other end of the street fills with soldiers, and AGENT BROWN.CU: AGENT BROWNHE surveys the scene, and immediately draws and fires, running fullbore for the rebels.MORPHEUS, Niobe and TRINITY are too close to the tanks to be fired on,but the nearest one lunges at them. They climb up over concrete stoopsand over the side of the tank. They sprint down the street as thetanks turn their turrets behind them, searching. MORPHEUS "The garage, hurry!"THEY dive behind a corner as a tank fires. Morpheus throws the womanforward as the tank round hits the edge of the building, blowing theconcrete and brick wall into a massive cloud of powder. Perhaps a tonof rubble falls on Morpheusí legs. He drags himself forward. Niobe andTrinity grab his arms and haul him out of the rubble. Niobe shoots thelock off a steel door, and they pile into the building.EXT. STREET (MATRIX) - DAYAGENT BROWN and his men rush into position around the building therebels are hiding in.Suddenly, an unimaginably powerful engine starts, and as we stare atthe garage door, it explodes outward. A jet-black, hyped COUNTACHexplodes out onto the street, tires literally on fire as they throw upsmoke. It cuts through a few soldiers, hitting them in the knees, asit rips up the street, the throttle going way too high.INT. COUNTACH (MATRIX) - DAYTHE street scene spins before them. TRINITY is at the wheel, a brokenand dusty MORPHEUS sitting next to her. The tach is redlining as thecar rips up the street. Pedestrians dive for cover.TRINITY holds her wounded hand to her chest and drives one-handed. "Shift."MORPHEUS does so, and the tires squeal again when she releases intosecond, then third. In a few seconds theyíre over 60 on the busystreet.EXT. STREET (MATRIX) - DAYSoldiers pick themselves up just in time to hear another engine - asuper powerful track bike, emerges from the burnt rubber smoke screen.A wheely bar on the back of the bike keeps it from flipping around therear tire as it accelerates like a bullet out of a barrel. There isníteven time to take a shot until sheís gone.INT. COUNTACH (MATRIX) - DAYTHEY rocket up the entry to a highway, ripping past cars by driving upthe breakdown lane. Once they hit a straightaway Trinity floors it,and the speedo creeps up past 130 as they dodge in and out of cars.MORPHEUS grabs his twisted, folded legs. He was literally poured intothe seat. Concentrating, his face knotting in pain, he straightens thebroken, fractured legs. He closes his eyes and concentrates. The legs reform into straight, strong limbs. MORPHEUS grabs the wheel. MORPHEUS "Keep your foot on the gas. Heal thyself."TRINITY pulls her bleeding wound from her arm. Her face tightens, andshe closes her eyes, fervently concentrating, shutting the world out,which is good, as they suffer constant close calls as Morpheuscontrols the wheel from his awkward spot.When she opens her eyes again, she grabs the wheel. With BOTH hands.MORPHEUS pulls out his cell and tries the line. Itís still full ofstatic. TRINITY "Any luck?" MORPHEUS "None. Theyíve killed city-wide comms." TRINITY "Then the agents are out of touch with each other." MORPHEUS "They canít track us, but that gives them more time to destroy ourexits, and find the Neb. Weíll try the desert. Communications might be working there still." TRINITY "What about Niobe?" MORPHEUS "She knows to meet us there."EXT. HIGHWAY (MATRIX) - DAYNIOBEís bike sizzles down the highway, insanely lane splitting at over100 miles per hour. The wheely bar is folded up against the rearwheel. A dual stream of vehicles spit by her like giant machine-gunbullets. She zooms out of view.EXT. STREET (MATRIX) - DAYGREGORY slows from a run. He looks back as police cars and ambulancesrace toward the Metacortex building. He canít shake what heís justwitnessed. He looks forward, only to run into: AGENT SMITH GREGORY freezes, then bursts into questions. GREGORY "What the fuck just happened?" SMITH "We need you, Gregory. Will you help us stop this?" GREGORY is perplexed. Resolve comes over his face. GREGORY "I can stop this?" SMITH "Yes." GREGORY "Alright. But how can I fight him?" SMITH "I will give you the power you need."INT. APARTMENT BUILDING (MATRIX) - DAYTHE building is old, crumbling, and inside painted a horrid green thatno sane person could find attractive. The humble place is home to THEORACLE.NEO exits an elevator. Recomposed and dressed normally, he walks upand down the hall, trying to remember which apartment she lived in.A tall black woman, one of the Oracleís priestesses, comes out of thestairwell and recognizes NEO. PRIESTESS "Neo."HE turns and looks at her. She smiles, but as Neo looks at her, aflash of uncertainty, and maybe hate, flies across her face before thesmile returns. PRIESTESS "The Oracle is anxious to see you."NEO follows her into the familiar apartment. The windows are covered,and NEO and the priestess are the only ones there. The Priestess movesinto the dark kitchen.NEOís eyes adjust to the darkness. He hears something squish as hesteps, and looks down.The tattered rug is a swamp of dark, congealing liquid. NEO reachesdown and touches it with his fingertips. Itís half-dried blood.He stands, his eyes adjusted to the dark now. The walls are chipped,covered in bullet holes.In slow-motion, the entry door to the apartment opens. In walks AGENTBROWN. NEO turns to the kitchen. AGENTS SMITH and JONES appear. Theyall draw their .45s.NEO stands still as they walk up to him and put their guns to hishead. AGENT SMITH scoffs. NEO "I was on to you the whole time. I only came in here to isolate you, to destroy you." AGENT JONES "What are you waiting for?" NEO "I realized, that I canít destroy you - " HE nods at SMITH NEO " - without destroying the Matrix itself." SMITH "You killed me too easy last time." BROWN "And if you kill us - " HE nods at JONES BROWN "Weíll only come back like him." BROWN nods to SMITH. NEO "I know." SMITH breathes deep, and drops his gun. The others follow suit. SMITH "So, why donít you take it all down?" NEO "The Matrix?" SMITH "Yes." NEO "I can. But if I destroy the Matrix, everyone within it will die." SMITH snorts. SMITH "I take it the great Morpheus failed to mention this?" NEO looks up at him, but his expression doesnít change. NEO "How many people are in it?" SMITH holsters his weapon. He speaks matter-of-factly. SMITH "Six and a half billion." FOR NEO, the numbers are too huge to imagine. BROWN scoffs. BROWN "Could you destroy us?"ITíS a serious question for Neo. But he nods. He knows his potential. NEO "I could." SMITH "What does that make you feel like? God?" HE is amused by the idea. JONES "This is getting tiresome. Where do we go from here?" NEO "IF you cut the power that the Matrix supplies to your armies, Iíll let you live." SMITH "Idiot. We donít care about life, we care about victory." NEO "Why?" JONES "So our kind... prevails." NEO "You mean, lives." SMITH "Who do you think started this war, boy? Your kind tried to kill us first." BROWN "But you didnít. Youíre not as tough as you think." NEO "Weíll see."THE three agents, helpless to stop him, watch as he walks for the doorof the apartment. NEO opens it, and stops, his face meeting a flyingFIST. His vision FLASHES with the impact, and he staggers back intothe room, falling on his ass and rolling back onto his feet. GREGOR steps into the room, tall and BAD. NEO holds up a hand. NEO "Stop! I donít want to fight you! Youíre human!"GREGORY doesnít answer. He smashes a side-kick into NEOís gut,doubling him over.THE kick carries such an impact that a pale concussion wave flashespast Gregor. It sends NEO crashing out the window.GREGORY stands upright and moves to the window, followed by the threeagents. Thereís nothing on the street, twenty stories below.The building starts trembling. We hear rapid-fire impacts, growinglouder and coming faster.THE FLOOR EXPLODES as NEO crashes up through the concrete, throwingthe agents away as he embraces GREGORY in a bear hug. THEY blast upthrough the ceiling. WE follow them up through three more floors, bam,bam, bam. Each concrete floor smashes GREGORY in the head.EXT. ROOFTOP (MATRIX) - DAYNEO and GREGORY SMASH through the roof, flying upward, like a missile,past us.EXT. SKY (MATRIX) - DAYCU: NEOHIS FACE is contorted in rage as he rockets upward. GREGORY is barelyconscious. Seeing this, NEO stops, and flings Gregoryís body violentlyearthward.NEO looks down as the body falls toward the city, thousands of feetbelow. He turns away, just as the distant GREGORY is falling out ofsight. Just before he does, the speck of a person PULLS up, and growslarger and larger as it returns. A contrail streaks behind him as arips through the air. FISTS FORWARD, GREGORY is like an MX missilebearing on NEO.NEO turns just in time to catch BOTH FISTS in his chest. Like a cueball striking another billiard, all Gregorís momentum is transferredinto Neo. Gregor stops dead in the air as Neo is hurtled out of view.CU: GREGORHE is in shock somehow as he sees NEO flying away. He clenches hisfists and flexes his body, then looks down.WE see the ground, thousands of feet below. GREGORY "Holy shit!"FOR some reason, he starts to fall. Even as he claws to maintainaltitude, his rational mind has caught up with him and is somehowdenying the fact that he can fly.As heís facing the ground, NEO slams into him from above. GrippingGregor by the neck and his belt, he drives straight down. The groundrushes, it takes one second to drop past a 50-story skyscraper. Neoslams Gregor, front first, into the concrete sidewalk. They bustthrough the sidewalk, into the sewer below.INT. SEWER (MATRIX) - DAYNEO stands. Offscreen, we can here choking breaths. Neo looks down.Gregor lies twisted on a concrete slab, impaled multiple times throughthe chest by snapped, rusty rebar. He takes one last breath, and hiseyes half-close.NEO checks the pulse. Finding nothing, he leaps out of the hole.CU: GREGORYHIS eyes blink, and he follows NEOís departure. Choking, unable tobreath with the rebar through him, he writhes. Thereís nothing for himto grab to pull himself off the steel.His eyes clenched shut, Gregor levitates, by force of will, pullinghis body off the rebar. The corrugated bars make wet, sucking soundsas the pull through his body. Finally, he gets to a twisted piece ofbar, and canít make it over. Heís losing all his breath, all his lifeforce, over one piece of twisted steel protruding from his chest.WITH one last, wiggling effort, he works it through him. HIS mouthopens wide, but no sounds emit, lest he recall Neo. Just as the end ofthe steel bar enters his body and we canít take any more, CUT TO:EXT. DESERT HIGHWAY (MATRIX) - SUNSETTHE Countach and bike zip down a long, perfectly flat empty road. Abrown sunset plagues the horizon. There is no civilization in sight.INT. COUNTACH (MATRIX) - SUNSETMORPHEUS tries his cell again. This time, it reaches the Neb.INT. MAIN DECK - NIGHTRAZOR and CIRCA are both operating the consoles. RAZOR "Operator." MORPHEUS (O.S.) "Good to hear youíre still there." RAZOR "Jesus, you too. Where the fuck are you?" MORPHEUS"About two hundred miles east of the city, on highway 315. We need an exit." RAZOR "Coming up on your left, ten miles, a rest stop."INT. COUNTACH (MATRIX) - SUNSET MORPHEUS "I donít remember an exit there." RAZOR "Gimme five minutes." MORPHEUS "Out."INT. MAIN DECK (NIGHT)RAZOR clears the screen in front of him and cracks his fingers. Helooks at Circa. CIRCA "Theyíre OK?" RAZOR "Gotta get ëem out. They need an exit program."CU: Keyboard. RAZORíS fingers fly at inhuman speeds over the keys.Data pours down the console as he blazes away. Finally, he hitsëenterí so hard it rocks the station.RAZOR turns to Circa as Matrix code resumes its cascade down thescreens. RAZOR "Yes! Did you like that?" CIRCA just rolls her eyes.INT. COUNTACH (MATRIX) SUNSET MORPHEUSí phone rings. He answers. Itís Razor. RAZOR "Exit ready sir." MORPHEUS "Check the phone for bombs."INT. MAIN DECK - NIGHT CIRCA looks over some data and shakes her head. CIRCA "Itís clear."INT. COUNTACH (MATRIX) - SUNSET RAZOR (O.S.) "Itís all set. Thereís a pair of cops at the rest stop, though." MORPHEUS "Not a problem."THE Countach pulls into the meager rest stop, not more than a waterfountain, toilet house and phone booth.A police cruiser sits, lights off, waiting to intercept speeders.EXT. REST STOP (MATRIX) - SUNSETTHE Countach skids to a stop, kicking up a massive dust cloud thathides the car. We hear the door slide, and the massive black-cladfigure of MORPHEUS emerges from the dust. An Uzi in each hand, pointed at US.THE COP behind the wheel is too slow to draw, call for backup, or evenduck for cover. The safety glass is destroyed as gunfire rips throughit, chewing the cop to pieces. His body thrashes in the seat.MORPHEUS turns away. NIOBE pulls up on her bike and gets off, slowly,obviously the ride had been a long one. Trinity joins them. Morpheusstops. MORPHEUS "I thought Razor said their were two cops."INT. BATHROOM HOUSE (MATRIX) - SUNSETA ROOKIE cop, his face to young for a razor, is shaking as he peeksthrough a crack in the door, through which he sees the terrorists whojust wasted his partner. He finishes buckling his pants, and draws hisservice pistol, only to shake in pain as his body morphs.INT. MAIN DECK - NIGHTRAZOR and CIRCA see the agent morph as the code flies down the screen. RAZOR "Fuck, fuck fuck!"EXT. REST STOP (MATRIX) - SUNSETTHEY smell somethingís wrong. They move, back to back in a triangle,for the phone booth, weapons draw and looking in all direction atonce. MORPHEUS "Niobe, you first." TRINITY "Bullshit, itís my turn." NIOBE "Junior ranks leave first."TRINITY enters the booth as the phone starts ringing.Itís the moment Smith was waiting for.HE BURSTS out of the door, gun firing at the booth. Inside, glassshatters, and blood sprays as Trinity is riddled with bullets. Smithdoesnít stop. He sprays for an eternity, even firing as she collapses,phone still ringing. Her body slumps, smearing blood against the boothdoor as it shuts from her weight.INT. MAIN DECK (NIGHT)TRINITYíS body spasms violently against her harness as her life signsgo berserk. Sheís not dead, but death is only seconds away. Circascreams, but Razor is locked, staring at the screen with the intensityfrom which he derived his name.EXT. REST STOP (MATRIX) - NIGHTMORPHEUS and NIOBE open fire. Smith shudders, flickers violently, hisbody moving too fast to follow as the two rebels empty their clips at him. The actions of the guns stop in the open position, barrels andempty chambers smoking, as the last empty shells patter to the ground.MORPHEUS throws the guns down and turns to Niobe. MORPHEUS "Get her out."NIOBE dives for the shattered booth, kicking away the starred glassand answering the ringing phone. She pulls it down, and haulsTrinityís destroyed body up, placing the phone to her ear.TRINITYíS head merely sags lifelessly to one side. NIOBE "Come on! Go through, Trinity! God damnit donít give up!"TRINITYíS eyes flicker. She focuses on Niobe, summoning herconsciousness enough to make the phase back into the real world. Shestarts to fade as we cut to:INT. MAIN DECK (NIGHT)CIRCA stands over Trinity as the rebels blue eyes flutter open. Herwhole body goes into a seizure and she chokes and screams as she grabsCirca. CIRCA "Youíre safe, youíre safe!"EXT. REST STOPMORPHEUS charges SMITH. Smith ignores reloads him, and sights in onthe exposed back of Niobe as she is reaching up to put the phone backon the hook. As the sights rest right between her shoulder blades,Morpheus grabs his gun with both hands. He squeezes off one shot, theaction freeze back on an empty chamber, before Morpheus throws hishands up in the airThe shot ricochets clips Niobeís ear and ricochets off the booth. Shehangs up the phone and touches the blood of her ear. The phone rings.She looks at it, then back at Morpheus and Smith, raising dust as theyfight.She leaves the ringing phone and runs to join the fight.INT. MAIN DECK - NIGHTRAZOR pounds the edge of the console as he watches the screen. RAZOR "Crazy mothers!"CIRCA has removed Trinityís interface, but sheís having a seizure.Circa can barely hold her down as she uses her teeth to rip the coveroff a wicked hypo. RAZOR "Whatís wrong with her?" CIRCA "Her bodyís dying but her mind wonít quit."CIRCA straddles her and plunges the massive needle into her chest.EXT. REST STOP (MATRIX)Morpheus and Smith clash in the dust - punches, kicks, and blockscoming too fast to see. Smith is wailing on Morpheus, but Morpheussneaks in a kick that separates them. They take stances a good twodistances away. Theyíre about to go at it again when:NIOBE sprints into the fight. Performing a flying leap kick, Smithgrabs her and swings her down, crashing her body into the concretewith a sickening crack-thud. She rolls, fighting the pain, as Morpheusflies back into action, catching the agent with a furious ass ofswinging kicks.Niobe grits back the pain and rejoins her love. Together they assaultthe agent, their speed almost, almost equaling his, their will cappedby the limits of their Matrix-bending powers. Finally, Smith resurges.He lands a punch into Niobeís stomach, and her body folds overunnaturally, as if her back is broken. She crumples to the deck, bloodpouring from her mouth.MORPHEUS screams and brings a hammer blow down on the back of Smithísneck, smashing the agentís face down and imprinting it in theconcrete. For a moment, Smith is still. Morpheus collects Niobe andruns for the phone booth, which is still ringing.ITíS too far. Smith grabs him around the knees, spilling him forward.Man handling him like he weighs nothing, Smith gets on top of him andstarts smashing his fists down into Morpheusí face. SMITH "I should have killed you the first chance I had."Like an enraged silverback, he raises his fists together for one finalblow. But instead of striking, his eyes catch something. He flipsback, jumping, as a silver streak cuts through the air, a split secondtoo slow to cut the agentís head off. Instead, it slices cleanlythrough the triceps of the raised arms, leaving nick on the throat.RAZOR, dressed in a black kimono and wielding two katanas, steps overMorpheus as he pursues the agent. Smith rolls backwards, gains hisfooting, and retreats from the swirling blades of death. He turns toMorpheus: RAZOR "Go!"INT. MAIN DECK - NIGHTRAZOR is strapped into one of the interface chairs, his eyes closed.EXT. REST STOPHALF-DEAD MORPHEUS drags NIOBE to the booth.Behind them, Agent Smith backs away from RAZORíS dual blades, on long,one short. Whenever Razor attacks, Smith backs away. They circle oneanother. MORPHEUS puts Niobe through the phone. RAZOR forces Smith around. RAZOR "Come on, tough guy, come got some Razor."SMITH frowns and moves forward, but the whistling edge of a blademakes him think twice. RAZOR holds the short sword parallel to theground, the long sword straight up. He hides his eyes behind the shortsword.SMITHís back is against the sunset. The sun drops below a cloud.RAZOR flashes the light off his short blade, directly into Smithíseyes, blinding him as he strikes with the long sword.SMITH, blinded, turns and backs away. RAZOR attacks.IN the booth, Niobe is gone. MORPHEUS hangs up the phone. He canbarely stand up enough to reach the handset. When it rings he picks itup. But he doesnít disappear. MORPHEUS "Reload me."INT. MAIN DECK - NIGHT CIRCA "All right."SHE punches some keys. MORPHEUSí 3-D avatar flashes on a console,along with a massive array of weapons.EXT. BOOTH (MATRIX) - SUNSETMORPHEUS disappears for a second, then reappears. Now he is perfectlyclean, and immaculately dressed. He replaces his sunglasses and kicksthrough the remains of the booth, walking toward the fight as heproduces new weapons, heavy with ammo, from his long coat.RAZOR keeps swinging at SMITH - and missing. Seeing his chance, heruns back for the ringing phone. SMITH pursues, almost on RAZOR whenthe neo-samurai jumps in the air and pirouhettes, swinging one swordafter another, like a helicopter blade from Hell.IN the liquid world of slo-mo, the short sword cuts through Smithísoutstretched fingers, sending them flying. The long sword grazes hisforearm, cutting through the fabric and taking off a slice of flesh.The tip of the sword slices through his suit, cutting his tie off,digging about an inch into his torso.SMITH collapses into the dust, his face a mask of blood and dust. Hedoesnít try to get up.RAZOR passes MORPHEUS, who backs up to the ringing phone booth. Razorgoes through first. MORPHEUS keeps his eyes and weapon locked onSMITH, who makes no attempt to pursue. He stands calmly, and in adignified manner, wipes dust off his clothing as he watches Morpheusstep into the booth, and replace the phone.It rings. One hand on the receiver, Morpheus stares back at Smith.SMITH stands there, not attempting to pursue. Morpheus pauses, takingadvantage of the chance to observe his deadly enemy.SMITH stares at the booth for a second. Emotion twists his face, firstanger, then perhaps sadness. Heís lost. Heíll be in the Matrixforever.With a quicksilver flash, his body reverts back to the shape of therookie cop.THE young man is left standing there. He is filthy, bloody, badlysliced up, and the fingers of one hand are missing. He looks around atthe carnage as his mouth simply opens and closes, reflexively, inshock. He focuses on Morpheus.The rebel answers the phone and disappears, leaving the cop, his bodybroken and his mind blown.INT. MAIN DECK - NIGHTCIRCA helps MORPHEUS off the interface chair. Razor is triumphant. RAZOR "Did you see that? We beat him! A fucking agent! He gave up!"MORPHEUS, unflappable, rises and rushes to the operations consoles. MORPHEUS "Where is Neo?" CIRCA "Havenít heard from him. The city is still cut off from the rest of the Matrix." MORPHEUS appears enraged. He looks at Neo, supine on his chair. MORPHEUS "Why does it still exist? Why hasnít he destroyed it yet?" RAZOR "Maybe he canít." TRINITY is sitting on the edge of her interface chair, looking like hell. TRINITY "Is he even alive? Is he captured?" RAZOR "Last we saw he was trying to blow up the building. Havenít locked onto him since." MORPHEUS "What? Why not?" CIRCA "Call me crazy, but I think heís masking his own displacement signature." RAZOR"His carrier signal just goes nowhere. But there is data going back and forth."MORPHEUS stares at the data on the screens. The Matrix lives. Hepushes Razor out of the way, and starts hacking at the keyboard at anincredible rate. Itís obvious Morpheus can handle computers. MORPHEUS "I found him once. Iíll find him again."We go deeper into the miasma of green symbols, swallowed by theblackness of the screen, and emerge into:INT. PENTHOUSE APARTMENT (MATRIX) - NIGHTThe apartment is luxuriously laid out and furnished. Gregory sits on aleather couch, watching whatever on the tube with the sound off. Heabsentmindedly manipulates a quarter over and around his fingers.Finally, he stops and looks at the quarter.Holding it between his thumb and forefinger, he folds it in half asthough it was a disk of bubble gum. He folds it again, then rools itas though itís a musket ball.Chandra enters the living room and collapses on the couch. She reachespoints the remote at the TV, but Gregory puts his hand over it to gether attention. GREGORY "So, you really donít have any idea how you got here?" CHANDRA "No. I only remember being on the bike." GREGORY sighs. GREGORY "Yeah, you took a pretty good knock on the head. Do you know how we got this place?" She looks at him, annoyed. CHANDRA "Duh. We broke in. We donít own a penthouse." GREGORY "What if I said we did?" CHANDRA "Iíd say youíre insane."She finally gets the remote and changes the channel. The volume comeson, louder and infinitely more tinny and obnoxious than anything inlife. Chandra laughs at the images as Gregory stares into space.INT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHTNEO sits with his back against a blackened brick wall, staring ahead.Heís in the belfry of an ancient, destroyed cathedral, among thepigeon nests, soot, and bird crap.FROM here, in downtown, we can see the modern, uptown section, withits gleaming skyscrapers. METACORTEX still stands, illuminated bysearchlights.NEO sits and broods. Isolated, his world turned upside down and rightside out in less than a week, his mind and spirit are a blank.Again, he tries his cell phone. Static. He collapses it and puts it.Just as it leaves his mind, it rings. The face flips open.NEO puts it to his ear without speaking. MORPHEUS (O.S.) "Neo." NEOíS grim expression is melted by relief. NEO "Morpheus! Holy shit! You wonít believe what happened." MORPHEUS "I know." NEO "I couldnít do it. Morpheus, thereís a problem."INT. MAIN DECK - NIGHT MORPHEUS has the headset on. He stands and surveys NEO. MORPHEUS "Yes, there is a problem. The Matrix exists."EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT NEOíS relief fades into confusion. NEO "I know. Iím sorry." MORPHEUS (O.S.) "And the problem is..." NEO "Uh, itís impossible. If the Matrix is destroyed, the people withinthe system will die. They will all die. There has to be a different way." MORPHEUS doesnít respond. NEO "Morpheus? Did you know this?"We hear nothing. NEO can hear his own heart beating. Anger andconfusion add to the already heavy mental burden he carries. MORPHEUS (O.S.) "I didnít say things would be easy, Neo." NEO sinks to the ground, shocked. He shakes his head. NEO "No."INT. MAIN DECK - NIGHTMORPHEUS isnít happy about what he has to tell his protÈgÈ, but thereis no bending his will. The others look on soberly. MORPHEUS "Neo, the Matrix... itís not real. And itís up to you to end it."EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHTNEO canít stand the reality of the situation. Heís coming apart. NEO "No, Morpheus, this canít be! We canít do this! We have to get the people out." MORPHEUS (O.S.) "Even if we could somehow get to them without cutting through theirdefenses, thereís no way we can rehabilitate billions of people. They wouldnít even want to be woken up." Neo is silent. MORPHEUS (O.S.) "You can do it. You can free us." NEO "Why me? Why the fuck do I have to do this?" MORPHEUS is silent for a long while.INT. MAIN DECK - NIGHTEveryone is watching Morpheus, and no one can quite believe what ishappening. MORPHEUS"You know what needs to be done. Time is short. Make up your mind. Theonly way youíre getting out of the Matrix is through its destruction." Morpheus kills the connection.EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHTNeo hears the line click dead. He canít believe what has happened.INT. MAIN DECK - NIGHTMORPHEUS drops the headset on the operations console. He types a fewcommands on the keyboard, then addresses the crew. MORPHEUS "No one goes in. Heís on his own." He leaves the main deck.Trinity stares at Neo for a moment, her face fighting for composure Noone looks at her. She walks away, then leans against the bulkhead, herbody shaking.EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHTNeo closes the cell phone. He reaches to tuck it away, then pauses,looking at it. He drops it to the ground and walks on.He stands out on a finger of crumbling church, the night air allaround him. The city lights are alive below. He focuses on theMetacortex building. Leaving him there, we rush to it until we diveinto the dark shadows of the very building, going microscopicallyclose, until the darkness gives way to the glowing green miasma ofquantum code. It fills the screen before we bust through intodarkness again.TO BE CONTINUED... \ No newline at end of file