>> I/ Matrix I

I/ Matrix I ( 2)

: I/ Matrix I.

I/ Matrix I

INT. NEO'S ROOM

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

TRINITY Neo, I saved you some dinner --

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

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

It seems the moment she closes the door, he wakes with a start, unsure of where he is. After a moment, he gets out of bed.

INT. HALL

The ship is quiet and dark. Everyone is asleep.

INT. MAIN DECK

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

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

NEO Sorry.

CYPHER No, it's all right.

NEO What are you doing?

CYPHER Midnight watch.

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

NEO Is that... ?

CYPHER The Matrix? Yeah.

The monitors are packed with bizarre codes and equations.

CYPHER You want a drink?

He pours Neo a drink from a large plastic jug.

CYPHER I'll tell you, I feel for you, man. I really do. Most of us were still young, just punks, when Morpheus jacked us. But you, you had a real life.

Neo takes a sip and it almost kills him. Cypher pounds on his back.

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

Red-faced, Neo finally stops coughing.

CYPHER Did he tell you why he did it?

Neo nods.

CYPHER, I'll be the didn't tell you that this wasn't the first time he thought he found the One.

Neo shakes his head as Cypher fills his cup and laughs.

CYPHER Let me give you a piece of advice. Between you and me, if Morpheus says you can fly, I wouldn't go jumping out any windows to find out if he's right. Understand?

Cypher raises his drink. Neo swallows another throat- scorching mouthful.

CYPHER Welcome to the real world!

INT. RESTAURANT (MATRIX) - NIGHT

CHAMBER MUSIC and the ambiance of wealth soak the room as we watch a serrated knife saw through a thick, gorgeous steak.

CYPHER That's what he said to me nine years ago.

The meat is so perfect, charred on the outside, oozing red juice from the inside, that it could be a dream.

CYPHER The real world. Ha, what a joke.

We recognize the grating voice, the insidious laugh.

CYPHER You know what real is? I'll tell you what real is.

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

CYPHER Real is just another four-letter word.

He laughs, shoving the steak into his mouth.

The restaurant is located on the top floor of a Chicago skyscraper where the view is breathtaking and the menu has no prices.

Sitting across from Cypher is Agent Smith.

AGENT SMITH Do we have a deal, Mr. Reagan?

Cypher chews the steak loudly, smacking it between his teeth.

CYPHER Mmm, so, so fucking good.

Smith watches him shovel another hunk of meat into his mouth.

CYPHER You know, I know that this steak doesn't exist. I know when I put it in my mouth, the Matrix is telling my brain that it is juicy and delicious. After nine years, do you know what I've realized?

Pausing, he examines the meat skewered on his fork. He pops it in, eyes rolling up, savoring the tender beef melting in his mouth.

CYPHER Ignorance is bliss.

AGENT SMITH Then we have a deal?

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

AGENT SMITH Whatever you want, Mr. Reagan.

Cypher takes a deep drink of wine.

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

AGENT SMITH Access codes to Zion.

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

AGENT SMITH Morpheus.

INT. MAIN DECK

Sweat dapples his lip as Neo snaps out of the construct coma.

NEO Jeez, I was wondering about that.

TANK What?

NEO Why I was bald here but not in the Matrix.

TANK R.S.I.

NEO Residual self image.

TANK Good. Now what's this?

He points to one of Neo's monitors.

NEO Life systems monitor, glucose levels.

TANK What's that?

NEO Main power supply to the core.

He follows Tank to the operator's station where he points to a red key-switch.

TANK How about this?

NEO Mainframe self-destruct. Uses all remaining power to generate an... E.M.P?

TANK Electromagnetic pulse. Our best weapon against the machines. The problem is if someone is still in the Matrix when that thing goes off, they're not coming back.

Neo nods as Morpheus comes up behind them.

MORPHEUS How's he doing?

TANK We just finished the operation programs and he's showing great retention.

MORPHEUS Good. I want everyone alerted to 12-hour stand-by. We're going in. Neo, it's time for you to know why you're here.

Morpheus walks away.

NEO What's he talking about?

TANK He's taking you into the Matrix to see her.

NEO See who?

TANK The Oracle.

Neo looks down at the monitor teeming with Matrix data that seems to coalesce, equations giving way to images as a METAL SCREAM RISES BECOMING --

EXT. CHICAGO (MATRIX) - DAY

An El train.

INT. HOTEL LAFAYETTE (MATRIX) - DAY

The room is empty, heavy curtains covering windows. It looks as if it hasn't been touched in years. In the bedroom with the cracked oval mirror an old black PHONE begins to RING.

In the mirror, we first glimpse them and as we keep TURNING, the room fills with equipment and the team.

Morpheus answers the phone.

MORPHEUS We're in.

He hangs up.

MORPHEUS Mouse and Cable hold the exit. Let's go.

INT. STAIRWELL (MATRIX) - DAY

Neo follows the others down the stairwell that winds around an antique elevator shaft.

NEO Did you have to do this?

TRINITY Yeah.

NEO What did she tell you?

TRINITY Lots of things.

NEO Any of them true?

Trinity looks at him, then looks away.

TRINITY Some of them.

GIZMO Were they good or bad?

TRINITY There's no point in worrylng. Whatever is going to happen is going to happen.

They cross the old lobby. Switch and Apoc stop at the doors.

MORPHEUS We should be back in an hour.

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Neo squints into the sun that seems unnaturally bright. He is the only one without sunglasses.

MORPHEUS Do you now understand what it means when we say, if you're not one of us, you're one of them?

NEO The agents. They're sentient programs. They can commandeer any software hardwired to the mainframe.

MORPHEUS Anyone that is still in a power plant. That is why we try to be invisible in the Matrix.

NEO The best hacking is always traceless.

Cypher and Trinity move away from them, securing the perimeter. As Cypher passes a garbage can, he surreptitiously drops something inside.

It is a cellular phone and we watch the blue display as the LINE CONNECTS.

An early 1970s, black Lincoln Continental emerges from a corrugated roll-up garage. Morpheus and Neo get in.

INT. LINCOLN CONTINENTAL (MATRIX) - DAY

An enormous man is waiting for them. A wad of chewing tobacco bulges his cheek. He spits into a Coke can.

MOJO Morpheus, been a long time coming.

MORPHEUS You're looking well, Mojo.

Mojo coughs a brown, cankerous laugh, juice speckling his chin and shirt. He stares at Neo.

MOJO You bringing us geriatrics now. Morpheus?

He spits and laughs again.

MOJO Guess you are locking for a miracle.

EXT. BAR (MATRIX) - DAY

The Continental pulls up to a bar in the kind of neighborhood where every corner has a pair of eyes.

INT. BAR (MATRIX) - DAY

A lightless, lower-class bar. No one enters that is not expected.

The front doors open in a brilliant burst of sunlight as Mojo leads Morpheus and Neo inside. Neo looks around, his eyes adjusting to the darkness.

Mojo talks to the bartender, then looks over.

MOJO All right, it's cool. Go on back.

They weave their way to the back of the bar, the STICKY FLOOR SNAPPING under their FEET.

A monolith of a man rises from his stool as they walk up.

REX You're late.

He moves to the side, opening the heavy iron door behind him. They descend the basement staircase toward the single bare bulb at the bottom, hanging above the only door.

INT. BASEMENT (MATRIX) - DAY

A high-tech laptop and modem are set up on a stack of milk crates. Neo waits as Morpheus types in a series of access codes. After a moment the screen blinks, "Welcome Morpheus."

Morpheus walks back to the same door they entered, but it now leads into --

INT. TEMPLE OF ZION (MATRIX) - DAY

The walls and floors are polished marble. Neo follows, his mouth agape.

NEO What -- what happened?

MORPHEUS This is the temple. It is a part of Zion's mainframe. It's hidden inside the Matrix so that we can access it.

Two PRIESTESSES are waiting in the antechamber.

PRIESTESS Hello, Morpheus. We've been expecting you.

MORPHEUS Okay, you're on your own. Go with them.

They take Neo by the arm, leading him down a hall into another room.

PRIESTESS Wait here. Among the other Potentials.

INT. ROOM OF POTENTIALS (MATRIX) - DAY

Neo enters and finally understands the attention given to his age. The Potentials are all little children.

The room feels at once like a Buddhist temple and a kindergarten class. The children's heads are either shaved or thick with dreadlocks. Some are playing, others meditating or practicing their gift.

Neo watches a little girl levitate wooden alphabet blocks. A skinny BOY holds a SPOON which sways like a blade of grass as he bends it with his rnind.

Neo crosses to him, sits.

The Boy smiles as Neo picks up a spoon and tries to imitate him. Despite his best efforts, Neo cannot make it bend.

SPOON BOY Your spoon does not bend because it is just that, a spoon. Mine bends because there is no spoon, just my mind.

Neo watches as it curls into a knot.

SPOON BOY Link yourself to the spoon. Become the spoon and bend yourself.

Neo nods, again holding up his spoon.

NEO There is no spoon. Right.

He concentrates. The spoon begins to bend just as the Priestess touches his shoulder.

PRIESTESS The Oracle will see you now.

Spoon Boy smiles.

INT. SHRINE (MATRIX) - DAY

Neo enters nervously. Beneath his feet is a path of the zodiac leading to marbled stairs that rise to a dais and a three-legged throne.

The throne is empty.

NEO Hello?

A DISTANT FEMALE VOICE calls to him and he follows it up the stairs. At the top of the dais, he smells something cooking.

Following the scent, he moves behind the pillars where he finds an open door.

VOICE (O.S.) Just come on in.

He walks through a vestibule where he sees a fabulous moonstone headdress and velvet robes. A second door leads into --

INT. ORACLE'S CHAMBERS (MATRIX) - DAY

It looks like a suburban tract house.

There is a lot of cozy furniture, a dining roon hutch filled with china, shelves and tables crowded with doilies, knick-knacks and ceramic brick-a-brack.

Neo follows the plastic carpet runner to the kitchen.

A WOMAN is huddled beside the oven, peering inside through the cracked door.

NEO Hello?

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

NEO You're the Oracle?

ORACLE Bingo. I got to say I love seeing you non-believers. It's really a relief. All that pomp and circumstances just plain tucker me out. Almost done. Smell good, don't they?

NEO Yeah.

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

NEO What vase?

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

ORACLE The vase.

NEO Shit, I'm sorry.

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

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

NEO How did you know...?

She sets the cookie tray on a wooden hot-pad.

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

Smiling, she lights a cigarette.

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

NEO Who?

ORACLE Not too bright, though.

She winks.

ORACLE You know why Morpheus brought you to see me?

NEO I think so.

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

NEO I don't know.

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

ORACLE You know what that means? It's Latin. Means, 'Know thyself.'

She puts her cigarette down.

ORACLE Well, let's have a look at you.

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

ORACLE Open your mouth. Say, 'ahhh.'

She nods then looks at his palms.

ORACLE Hmmm. You sure got the gift, but it's tricky. I'd say the bad news is, you're not the one. Still got a lot to learn. Maybe next life.

NEO What's the good news?

ORACLE Same as the bad news, you're not the one.

NEO Is that it, then?

ORACLE No. Here.

She picks up the tray of cooling cookies.

ORACLE You better take a cookie. Got a big day ahead of you.

He eyes her, then takes a cookie.

ORACLE Make a believer out of you yet.

INT. ANTECHAMBER (MATRIX) - DAY

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

MORPHEUS You don't have to tell me anything, Neo, because I already know what she said.

NEO You do?

MORPHEUS I brought you so that you could hear it for yourself. I knew it would help.

Neo finishes his cookie.

MORPHEUS No one will ever ask you because it is a gift from her. It is for you and you alone.

EXT. CITY STREET (MATRIX) - DAY

Storm clouds shroud the streets as the sky turns jaundice.

Cypher nervously glances down the surrounding streets. He notices several unmarked white vans.

He mops the sweat from his forehead, when Trinity sees the black Lincoln.

TRINITY Here they come.

INT. MAIN DECK

In the hovercraft, we see the sweat rolling down Cypher's face and neck.

Tank is typing rapidly at the keyboard.

TANK Weird. This area never has this much activity.

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Apoc opens the side door and they enter the hotel.

INT. ROOM 1313 (MATRIX) - DAY

Mouse's CELLULAR RINGS.

MOUSE Welcome to Movie-Phone.

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

MOUSE Right.

The phone flips shut as he jumps up.

MOUSE Let's get to work.

INT. HOTEL LAFAYETTE (MATRIX) - DAY

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

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

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

NEO Whoa. Deja vu.

Those words stop the others dead in their tracks.

INT. MAIN DECK

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

TANK Oh, shit! Oh, shit!

INT. HOTEL LAFAYETTE (MATRIX) - DAY

Trinity turns around, her face tight.

TRINITY What did you just say?

NEO Nothing. Just had a little deja vu.

TRINITY What happened? What did you see?

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

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

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

Trinity looks at Morpheus, who listens quietly to the rasping breath of the old building.

NEO What is it?

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

She also listens as the staccato BEAT of HELICOPTER BLADES GROW ominously LOUDER.

INT. MAIN DECK

Tank sees what was changed.

TANK It's a trap!

INT. STAIRCASE (MATRIX) - DAY

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

MORPHEUS Come on!

INT. ROOM 1313 (MATRIX) - DAY

Cable goes to the draped windows.

CABLE Did you just feel something weird?

MOUSE Yeah...

The CELLULAR RINGS.

INT. BASEMENT (MATRIX) - DAY

Heavy bolt-cutters snap through the main phone cable.

INT. ROOM 1313 (MATRIX) - DAY

Mouse answers the phone.

MOUSE What's going on?

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

Cable yanks open the curtain.

CABLE Oh, no.

The windows are bricked up.

INT. HALL (MATRIX) - DAY

The door to the roof explodes open as heavily-armed rnen rush towards room 1313.

INT. MAIN DECK

Tank watches helplessly.

TANK No, no, no.

INT. ROOM 1313 (MATRIX) - DAY

The door slams open and the police force pours in, dozens of assault rifles surrounding Mouse and Cable who are armed with only handguns.

CABLE Morpheus! It's a trap --

INT. STAIRS (MATRIX) - DAY

Morpheus stops as the scream is drowned by the REPORT of MACHINE GUNS filling the building with a terrible fury.

TRINITY Oh, God.

INT. MAIN DECK

Mouse's body thrashes against its harness as --

INT. ROOM 1313 (MATRIX) - DAY

BULLETS POUND him against the blood-splattered brick window. Gun smoke thickens the room, Cable blasting and moving until --

The HAMMER CLICKS empty. He screams as a DOZEN GUNS OPEN FIRE, ripping him apart.

INT. MAIN DECK

Blood spits from Cable's mouth, his body spasming, then lying perfectly still.

The flat-line ALARM softly cries out from the life MONITORS of the two dead men.

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

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

INT. STAIRWELL (MATRIX) - DAY

Flying downstairs, Morpheus stops, hearing the police swarming below. He turns and rushes down the hall of the eighth floor. At the end of it, he finds the bricked-up windows.

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

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

MORPHEUS Give me your phone.

TRINITY They'll be able to track it.

MORPHEUS We have no choice.

INT. MAIN DECK

Tank answers the call.

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

His fingers pound the keyboard.

INT. LAFAYETTE (MATRIX) - DAY

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

INT. MAIN DECK

The diagram windows onto the screen.

TANK Got it.

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

INT. HALL (MATRIX) - DAY

Agent Smith pauses, his hand going to his earpiece.

INT. ROOM 808 (MATRIX) - DAY

Morpheus is guided by Tank.

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

MORPHEUS Good.

He cuts off the phone.

INT. HALL (MATRIX) - DAY

Agent Smith hears the LINE CLICK dead.

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

INT. HALL (MATRIX) - DAY

Agent Brown hears Smith on his earphone.

AGENT BROWTJ Eighth floor! Move!

INT. STAIRWELL (MATRIX) - DAY

Cops flood the eighth floor, rushing everywhere.

INT. ROOM 808 (MATRIX) - DAY

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

INT. WALL (MATRIX) - DAY

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

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

INT. HALL (MATRIX) - DAY

Brown turns to Smith.

AGENT BROWN Where are they?

INT. ROOM 608 (MATRIX) - DAY

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

INT. WALL (MATRIX) - DAY

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

INT. ROOM 608 (MATRIX) - DAY

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

The WALL suddenly bulges, SHATTER-CRACKING as the Cop realizes --

COP They're in the walls!

INT. WALL (MATRIX) - DAY

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

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

INT. ROOM 608 (MATRIX) - DAY

The Cop keeps FIRING, his flashlight strapped to his gun barrel, lighting up the wall until --

A BULLET spits out his forehead. Agent Smith watches the BODY fall with a THUD.

AGENT SMITH Are orders that hard to follow? I'll say it again. Morpheus must be taken alive. Understand?

INT. WALL (MATRIX) - DAY

They're almost falling, they're climbing so fast.

Above them, plaster is smashed open as crunbling bits shower down on them, filling the crawlway with dust.

INT. ROOM 608 (MATRIX) - DAY

Agent Smith looks into the open wall, at the exposed intestines of the building, and realizes where they are going.

AGENT SMITH How like a rodent.

INT. WALL (MATRIX) - DAY

Just below, a RIFLE-BUTT SMASHES open the WALL, light raking across the lathe.

COP I got him! I got him!

Trinity finds her gun first. BULLET-HOLES POP out the WALL as she STRAFES the room, sending cops diving for cover.

They continue, Trinity exposed for a roment, when a creeping cop smashes a fist through and grabs a fistful of her hair.

He starts to yank her out when Neo kicks, his boot bursting through plaster and splintering lathe, knocking the Cop out.

They then quickly sink out of sight.

INT. BASEMENT (MATRIX) - DAY

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

Black and bloody, they squeeze out from the ceiling into the tangled web of pipes.

Their enemies are waiting for them.

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

Smoke blossoms from the green-metal canisters.

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

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

MORPHEUS Come on!

Cypher seems to trip as the cloud envelops him.

INT. MAIN DECK

Cypher's body begins to shiver uncontrollably.

TANK Nerve gas.

INT. BASEMENT (MATRIX) - DAY

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

INT. CATCH BASIN (MATRIX) - DAY

They crawl through greasy black water in a three foot diameter pipe that feeds into the sewer main.

INT. BASEMENT (MATRIX) - DAY

Gas-masked apparitions find the open hole.

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Cypher is carried out, hand-cuffed, his body still shaking, mucus bubbling out his nose. As he is led past Agent Smith, it almost seems that both men smile.

AGENT SMITH We have them now.

INT. SEWER MAIN (MATRIX) - DAY

Neo punches out the screen and then spills down into the main water trough.

Oily water forms around them as they wade across the man- made underground river, towards the service catwalk.

Neo is about to pull himself out when he sees them coming.

Flashlights and laser sites sweep at them as cops in helmets and heavy armor, looking more nachine than human, fill both ends of the tunnel.

There is a single manhole cover above them.

Morpheus whispers to Trinity.

MORPHEUS You have to get Neo out. Understand? That's all that matters now.

TRINITY Morpheus, don't --

MORPHEUS He must get out. Do you understand me?

She nods.

A font of water erupts as Morpheus leaps for the manhole ladder, his coat flying open like the wings of a manta ray.

COPS There he is! That's him!

Pools of light wash over him as he hauls himself to the surface.

COP He's heading for the street!

Trinity urges the others to follow her. Grabbing Neo, they wade quietly away from the chaos.

EXT. STREET (MATRIX) - DAY

Morpheus shoots out of the sewer but the police are waiting for him. The closest cop is armed with a tranquilized gun. He fires --

But Morpheus' is too fast, using the manhole cover as a shield, blocking the darts, then --

Frisbee-ing it into the cop's armored chest, knocking him off his feet.

The cops lunge at him but every part of his body is a deadly weapon moving with impossible speed.

It seems he might fight his way out when he throws a spinning back fist that is caught by --

Agent Smith.

AGENT SMITH So, we meet at last.

MORPHEUS And you are?

AGENT SMITH Smith. I am Agent Smith.

MORPHEUS You all look the same to me.

AGENT SMITH I've been waiting for this noment.

Faster than a snake spits, Morpheus cracks Smith with a jaw-breaking right.

MORPHEUS Oh, so have I.

Agent Smith smiles.

INT. SEWER MAIN (MATRIX) - DAY

Trinity leads the others, fading into the darkness of the tunnel, lit only with shafts of lights streaming through the street drains as we RISE TOWARDS them --

THROUGH a grate INTO the fight.

EXT. STREET (MATRIX) - DAY

Smith and Morpheus exchange a furious serious of blows that is witnessed but not believed by the surrounding police.

Agent Smith delivers a punishing kick that staggers Morpheus.

AGENT SMITH You can't win.

Morpheus smiles.

MORPHEUS I already have.

He stands up and drops his fists; a steely resolve in his eyes.

AGENT SMITH Take him.

Cops swarm over Morpheus.

INT. MAIN DECK

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

TANK No!

EXT. HOTEL LAFAYETTE (MATRIX) - DAY

Cuff ed and beaten, Morpheus is thrown into a caged transport vehicle. The DOOR CLANGS shut.

Agent Jones finds Agent Smith.

AGENT JONES The others were lost.

AGENT SMITH You've taken care of Reagan?

Agent Jones nods.

AGENT SMITH Then the others do not matter.

EXT. STREET (MATRIX) - DAY

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

Neo, Trinity, Switch and Apoc climb out. Trinity pulls a water-logged phone from her pocket.

TRINITY We need a phone.

INT. MAIN DECK

Tank is again at the monitors, searching the Matrix.

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

The PHONE RINGS.

TANK Operator.

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

TANK Cypher? I thought they had you?

EXT. STREET (MATRIX) - DAY

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

CYPHER There was an accident. A fucking car accident. All of a sudden. Boom. They're all dead. I still got the shakes but, Jesus, someone's going to make a believer out of me.

INT. MAIN DECK

Dozer spots the wreck.

DOZER There he is.

TANK I got you.

CYPHER (V.O.) Just get me outta here.

EXT. STREET (MATRIX) - DAY

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

Cypher hangs up and smiles as the fire trucks arrive.

CYPHER An actor. Definitely.

INT. MAIN DECK

The PHONE RINGS. Tank answers.

TANK Operator.

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

EXT. STREET (MATRIX) - DAY

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

TRINITY We need an exit!

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

TRINITY Cypher, I thought --

TANK (V.O.) So did we. That boy's got nine lives. I sent him to Franklin and Erie.

TRINITY Got it.

She hangs up.

EXT. STREET (MATRIX) - DAY

Running, Cypher turns onto Erie.

INT. APPLIANCE STORE (MATRIX) - DAY

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

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

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

INT. MAIN DECK

Tank punches the emit command.

TANK Got him.

Cypher's body twitches in its harness, jerking itself awake. His eyes blink open. Dozer unplugs him.

DOZER System check looks fine.

Cypher stands, a raspy cough spewing from his lungs.

EXT. STREET (MATRIX) - DAY

Trinity sees the appliance shop.

INT. MAIN DECK

Cypher holds his chest.

DOZER You okay?

CYPHER Goddamn gas. My lungs are killing me.

He crosses to an overhead bin.

CYPHER We got any pain killers?

DOZER The first aid kit's over here.

As Dozer stoops for a cabinet, Cypher pulls back a heavy blanket exposing a plasma rifle.

INT. APPLIANCE STORE (MATRIX) - DAY

Neo crawls through the window that Cypher opened.

INT. MAIN DECK

Tank finishes loading the exit programs as Cypher rises behind him, swinging the weapon at his back.

He looks over as Dozer turns with the first aid kit, a look of frozen disbelief crossing his face --

DOZER No!

Tank spins as red hot wads of PLASMA EXPLODE through his chair and into his back. Diving, a second BURST tears up his side --

As Dozer shoots a look at the monitor where Tank was working. He stabs the enter command activating the exit sequence and ducks under a BARRAGE of PLASMA FIRE-

INT. APPLIANCE STORE (MATRIX) - DAY

The PHONE begins to RING as the others crawl in.

SWITCH God, I love that sound.

INT. MAIN DECK

Dozer rolls up, grabbing a heavy crowbar from a box of tools.

Cypher circles the drive chairs as the sights of the plasma rifle find Dozer's face.

Dozer charges, screaming, and the PLASMA RIFLE SCREAMS back.

INT. APPLIANCE STORE (MATRIX) - DAY

The PHONE is still RINGING.

TRINITY You first,.Neo.

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

TRINITY What happened?

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

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

INT. MAIN DECK

The operator PHONE begins to RING- Cypher steps over the body of Tank and looks at the monitor.

INT. APPLIANCE STORE (MATRIX) - DAY

Trinity can almost feel him watching them. Every unanswered RING wrings her gut a little tighter, until --

CYPHER (V.O.) Hello, Trinity.

TRINITY Cypher? Where's Tank?

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

TRINITY An accident? What about Dozer? Is Dozer there?

INT. MAIN DECK

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

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

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

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

We INTERCUT BETWEEN the appliance store and the main deck.

TRINITY You killed them.

APOC What?!

SWITCH Oh God.

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

CYPHER In a way you're very lucky. Most people never know why they die. One minute they're alive, the next they're dead. No warning. Nothing. That's why I thought maybe I should tell you. It seemed the least I could do.

He stands over the body of Morpheus, as his anger boils up out of him.

CYPHER You see, the truth, the real,truth is that the war is over. It's been over for a long time. And guess what? We lost! Did you hear that? We lost the war!

TRINITY What about Zion?

CYPHER Zion? Zion is a part of this delusion. More of this madness. That's why this has to be done. It has to end. Now and forever.

She suddenly sees the entire dark plan.

TRINITY Oh rny God. This is abzut Zion. You gave them Morpheus for the access codes to Zion.

Cypher walks away from Morpheus and bends down next to Apoc's body.

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

TRINITY The Matrix isn't real!

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

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

CYPHER You tell me which is more real.

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

CYPHER Welcome to the real world, right?

He laughs.

TRINITY Somehow, some way, you're going to pay for this.

CYPHER Pay for it? I'm not even going to remember it. It'll be like it never happened. The tree falling in the forest. It doesn't make a sound.

His hand slides around the neck of Switch as he takes hold of her plug.

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

TRINITY Goddamn you, Cypher!

CYPHER Don't hate me, Trinity. I'm just the messenger. And right now I'm going to prove that the message is true.

He stands over Neo.

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

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

CYPHER If he is the One, then in the next few seconds there has to be some kind of miracle to stop me. Because if he dies like the others that means Morpheus was wrong. How can he be the One if he's dead?

He takes hold of the cord when --

She hears an EXPLOSION and a scream.

Cypher is on the ground, his left leg blown off at the knee. He rolls over and finds Tank on the ground, and the sights of the plasma rifle.

TANK How's it feel, Cypher? Knowing you're about to die?

NEO It's Tank! He's alive.

Cypher lunges for Neo's plug just as Tank BLOWS his head off.

INT. APPLIANCE STORE (MATRIX) - DAY

They're both listening, trying to figure out what is happening when the store PHONE starts to RING.

Trinity smiles, tears moistening her eyes as Neo throws his arms around her. For a moment, it looks as if they might kiss before Trinity lets go.

TRINITY We should, we should hurry.

NEO Yeah. Right.

INT. MAIN DECK

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

TRINITY Tank, you're hurt.

TANK I'll be all right.

TRINITY Dozer?

Tank's face tightens.

TRINITY I'm sorry, Tank.

EXT. NIKO HOTEL (MATRIX) - DAY

A Japanese luxury hotel in downtown Chicago.

A military helicopter sets down on the roof. Heavily armed Marines begin to deploy.

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

INT. TOP FLOOR (MATRIX) - DAY

They get in the elevator. At every door, at least two Marines stop and post guard.

INT. HALL (MATRIX) - DAY

They exit the elevator and walk to the Presidential suite; the final two Marines post guard.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Inside, he finds Agent Smith.

AGENT JONES There is a problem. Reagan has failed to secure the hardware.

Agent Smith stares out the window.

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

AGENT JONES But if Reagan has failed, why haven't they pulled the plug?

AGENT SMITH Haven't you learned by now, that it is impossible to understand why they do the things they do?

He turns.

AGENT SMITH Continue as planned. Trace his signal to locate their position and deploy an extermination unit.

Morpheus is handcuffed to a chair, stripped to the waist. He is bleeding from numerous wounds and is pumped full of serum, alternately shivering and sweating. He is hooked up to various monitors with white disk electrodes.

Agent Brown begins running a trace program.

INT. MAIN DECK

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

NEO What are they doing to him?

TANK They're cracking his mind.

NEO How?

TANK They inject virus-like serums to break down the system. It's like cracking a computer. All it takes is time.

NEO How much time?

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

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

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

NEO The access codes to Zion.

TANK If an agent got inside Zion's mainframe he could do anything. Disable the defense system. It would be the end of us.

He looks up at Trinity who is pacing relentlessly.

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

Trinity sees Cypher's dead body. Rage overtakes her and she starts kicking hin.

TRINITY Goddamnit! Goddamnit!

TANK We have to pull the plug.

TRINITY No!

TANK We don't have any other choice.

Those words are like using gasoline to put out a fire and we watch the pain in her eyes burn into a blaze. She walks past him and gets into her chair.

TANK Trinity, what are you doing?

TRINITY I'm going in after him.

TANK Morpheus could conform at any minute --

TRINITY If he does I'm sure you'll do what has to be done.

TANK You saw that place. It's suicide.

She glares at him.

TANK I know what Morpheus means to you --

TRINITY No. No, I don't think you do. If you did, then you would know that I'm not letting him go. Not without a fight, Tank.

She yanks her harness tight.

TRINITY Not without a fight.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Smith stands in the bedroon of the enormous suite, staring out the windows at the city, below, shimmering with brilliant sunlight.

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

Agent Brown sucks a serum from a glass vial, filling a hypodermic needle.

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

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

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

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

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

He turns from the window.

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

He sits down directly in front of Morpheus.

AGENT SMITH Evolution, Morpheus. Evolution.

He lifts Morpheus' head.

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

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

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

INT. MAIN DECK

Neo goes to his chair and begins strapping in.

TRINITY What do you think you're doing?

NEO You need help. I'm coming with you.

TRINITY No. No way. Morpheus sacrificed himself so you could escape. There's no way you're going back in.

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

TRINITY What?

NEO I'm not the One, Trinity. The Oracle told me.

Trinity is stunned.

NEO She said I had a gift but I still had a lot to learn. She told me maybe next life.

TRINITY Did you tell Morpheus?

NEO Why? It wouldn't mean anything. He'd still believe what he wanted to believe. But Morpheus is the one that matters. He's more important than me and we both know it.

He straps in.

NEO I may not be what Morpheus thinks I am, but if I don't try to help him, then I'm not even what I think I am.

TRINITY What are you?

NEO His friend.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

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

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

The life signs continue their chaotic patterns.

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

He leans forward.

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

He smiles.

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

INT. MAIN DECK

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

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

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

TANK Coming right up.

He loads the weapons disk.

INT. CONSTRUCT

Racks of weapons appear and Neo and Trinity arm themselves.

TRINITY No one has ever done anything like this.

NEO Yeah?

He snap cocks an Uzi.

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

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Smith is again at the window.

AGENT SMITH Why isn't the serum working?

AGENT BROWN Perhaps we are asking the wrong questions.

AGENT JONES Or he doesn't know.

AGENT SMITH Of course he knows. He's resisting.

AGENT BROWN How?

AGENT SMITH I don't know. If I knew...

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

AGENT SMITH Leave me with him.

Agent Brown and Jones look at each other.

AGENT SMITH Now!

INT. MAIN DECK

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

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

EXT. NIKO HOTEL (MATRIX) - DAY

A dark wind blows.

INT. NIKO HOTEL (MATRIX) - DAY

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

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

Dark glasses, game faces.

Several plainclothes cops try to stop them. They are met by the MUTED SPIT of a SILENCED GUN and the RAZORED WHISTLE of THROWING STARS.

The cops slump down to the marbled floor while Neo and Trinity do not even break stride.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Smith leans close to Morpheus, whispering to him.

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

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

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

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

AGENT SMITH Repulsive, isn't it?

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

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

Morpheus sneers through his pain.

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

He begins squeezing, his fingers gouging into his flesh.

AGENT SMITH Tell me! Tell me!

The skull is about to shatter when Agents Jones and Brown burst into the room. Agent Smith releases Morpheus.

AGENT BROWN What were you doing?

Agent Smith recovers, replacing his ear piece.

AGENT JONES You don't know.

AGENT SMITH Know what?

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

INT. ELEVATORS (MATRIX) - DAY

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

Beneath their trench coats is an arsenal of weapons slung from climbing harnesses.

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

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Agent Jones looks at Morpheus.

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

INT. ELEVATOR SHAFT (MATRIX) - DAY

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

NEO There is no spoon.

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

BOOM! The CABLE SNAPS.

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

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

INT. LOBBY (MATRIX) - DAY

The ELEVATOR hits the botton.

BA-BOOM!

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

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

The Agents hear the BLAST AND FIRE ALARMS.

AGENT JONES Lower level --

AGENT BROWN They are actually attacking.

INT. ELEVATOR SHAFT (MATRIX) - DAY

Hanging by a rope, Trinity hot-wires the panel for the door.

INT. TOP FLOOR (MATRIX) - DAY

Nervous, the Marines watch as the ELEVATOR "DINGS" softly and slides open.

Black smoke rises out of the exposed shaft.

The nearest Marine eases to the edge, peering down at the churning blaze engulfing the lower levels.

He does not see Trinity and Neo above him until it is too late.

Krack! Neo kicks, knocking the Marine flying down into the shaft.

Before the others can react, Trinity flips out into the hall, decking the nearest Marine. Neo cracks another.

The fight is over before it begins.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

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

Agent Smith smashes a table.

AGENT SMITH Find them and destroy them!

Agent Jones nods and touches his ear piece.

EXT. ROOF (MATRIX) - DAY

The roof-access tower is now engulfed in flames as Neo and Trinity lay waste to a dozen more Marines.

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

Across the roof, the pilot inside the army helicopter watches the ferocious onslaught.

PILOT I repeat, we are under attack!

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

Agent Jones emerges.

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

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

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

Fingers PUMPING, SHELLS ejecting, dancing up and away, we look through the sights and gun smoke at --

The Agent blurred with motion --

Until the HAMMERS CLICK against empty metal.

NEO Trinity!

Agent Jones charges.

NEO ... help.

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

Bullet-time.

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

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

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

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

He has only time to look up, to see the barrel when Agent Jones, standing over him, pulls the TRIGGER the final time.

CLICK. Empty.

Neo rolls, reaching for another gun when around-house kick snaps his jaw. Agent Jones grabs the gun and levels it at Neo.

AGENT JONES Only human...

Suddenly Agent Jones stops. Something is wrong. He scans the roof. Trinity is gone.

Immediately, he whirls around and turns straight into the muzzle of her .45 --

Jammed right into his head.

TRINITY Dodge this, motherfucker!

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

It is the pilot.

Trinity helps Neo up.

NEO Thanks.

TRINITY You're hit --

NEO I'm fine.

Neo is already looking at the helicopter.

NEO Can you fly that thing?

TRINITY Not yet.

She pulls out a cellular phone.

INT. HOVERCRAFT

Tank is back at the controls.

TANK Operator.

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

Tank is immediately searching the disk drawers.

TRINITY (V.O.) Hurry!

His fingers flash over the gleaming laser disks, finding one that he feeds into Trinityls supplement drive, punching the "load" cormands on her keyboard.

EXT. ROOF (MATRIX) - DAY

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

TRINITY Let's go.

INT. HALL (MATRIX) - DAY

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

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

AGENT JONES Remain at your posts.

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

AGENT JONES You will do as you are ordered!

SERGEANT Yes, sir.

Agent Jones marches into the Presidential Suite.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

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

Over the RUSHING WATER and the ALARMS, Agent Smith hears a SOUND and understands the seriousness of the attack.

He turns to the wall of windows as the helicopter drops INTO VIEW --

Neo is in the back bay, aiming the mounted .50 machine gun.

AGENT SMITH No.

The GUN jumps and BULLETS EXPLODE through the WINDOW in a cacophony of CRASHING GLASS --

As the Agents go for their weapons.

But Neo is too close, the .50 CALIBER too fast and BULLETS are everywhere, perforating the room.

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

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

And finally Agent Jones.

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

NEO Get up, Morpheus! Get up!

Morpheus sits unmoving, his head still down.

Neo grabs the climbing rope just as marines burst into the adjoining room.

He attaches only one end to his harness when they OPEN FIRE.

Quickly he swings the GUN, SPRAYING the other room, WINDOWS SHATTERING, FURNITURE EXPLODING, marines diving for cover.

INT. HALL (MATRIX) - DAY

Just outside the Presidential Suite, three marines blister with snow-static.

INT. PRESIDENTIAL SUITE (MATRIX) - DAY

Morpheus lifts his face into the room's rain. His eyes, still white, begin to blink, twitch, then close.

And when he opens them, they are again dark and flashing with fire.

The Agents knife into the room, FIRING even as Neo's BULLET TRAILS chase them.

Morpheus strains at his handcuffs.

The Agents and the marines turn the tide, BLASTING LEAD, RICOCHETING, POCK-MARKING the COPTER.

FIRING wildly, Neo turns to see Morpheus rising, snapping the handcuffs, starting for the window.

Agent Smith stops and sees Morpheus run past the open bedroom door.

AGENT SMITH Nooo!

He FIRES, sweeping across the sheetrocked wall in a perfect line.

For an instant, we see the BULLETS SHRED, PUNCTURING the WALL, searing through the wet air with jet trails of chalk.

And as Morpheus starts to dive for the window, a bullet buries itself in his leg --

Knocking him off balance.

NEO He won't make it.

Morpheus lunges, out of control --

As Neo spins, every move a whip crack --

Snapping the other rope-end onto a bolted bar.

Morpheus begins to fall when Neo hurls himself into the wide blue empty space --

Flying for a moment.

The rope snaking out behind him; an umbilical cord attached to a machine.

As their two bodies, set in motion, rushing at each other on a seemingly magnetic course until --

They collide.

Almost bouncing free of each other, arms, legs, scrambling, hands searching in furious desperation, finding hold and clinging.

Until the line ends, snapping taut, cracking their fragile embrace. Morpheus tumbles, legs flipping over, falling down --

The ground deliriously distant --

As Neo snatches hold of his mentor's still handcuffed wrist.

NEO Gotcha!

Trinity is already pulling the copter up and away.

As Agent Smith grabs the M-16 from the nearest marine.

He'll bring them all down. Targeting the helicopter, he aims at something only he can see: the oil line.

PONK. PONK. PONK. The rear HULL is PUNCHED full of holes and smoke and oil pours out like black blood.

TRINITY Shit-shit-no!

Neo is pulling Morpheus up to him when he hears the HELICOPTER BEGIN TO DIE.

NEO Oh fuck.

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

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

The ENGINE GRINDS, the CHOPPING BLADES start to slow while --

The Agents stand in the open shattered window, watching the helicopter disappear behind taller buildings.

Carried by its nomentum, Trinity guides the parabolic fall over the nearest roof where --

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

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

The coils of slack snap taught --

Yanking Neo off his feet, dragging him with ferocious speed towards the edge even as --

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

Neo flies like a skipping stone, hurtling straight AT us, when his feet hit the rain gutter --

A fulcrum that levers him up just as --

Trinity FIRES, severing the cord from the HELICOPTER, falling free of it as it SMASHES, blades first into a glass skyscraper.

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

She bounces against a shatterproof window that spider- cracks out while FLAMES ERUPT behind her.

INT. MAIN DECK

Tank stares at the screen, his mouth agape.

TANK He's the One. He's got to be...

EXT. ROOFTOP (MATRIX) - DAY

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

MORPHEUS I knew it! I goddamn knew it!

TRINITY Morpheus!

She runs at him, throwing her arms around him.

MORPHEUS Do you believe me now? He's the One! Who else could have done this?

NEO Morpheus, I know you won't believe me but the Oracle told ne I'm not the One.

MORPHEUS It doesn't matter if I don't believe you --

His eyes light up.

MORPHEUS What matters is that you don't believe her.

INT. MAIN DECK

The PHONE RINGS.

TRINITY (V.O.) Tank, get us out of here.

TANK Got one ready. An underground El station. State and Balbo.

TRINITY (V.O.) See ya soon.

LINE GOES DEAD. Tank looks at the bodies and smiles.

TANK See ya soon.

EXT. ROOFTOP (MATRIX) - DAY

The rope is all that remains. Agent Smith can barely control his anger.

AGENT BROWN The trace was completed.

AGENT JONES We have their position.

AGENT BROWN The extermination unit is in place.

AGENT JONES Order the strike.

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

AGENT SMITH They're not out yet.

INT. "EL" STATION (MATRIX) - DAY

A metal gate is locked, the sign reading, "Station Closed." Neo looks around, takes out a GUN and BLOWS OFF the LOCK.

In the moist underground distance they hear the MUTED RING of a TELEPHONE.

The PHONE is RINGING inside a graffiti-covered booth.

Across from it, sitting hunched against the red concrete wall, is an OLD MAN. He stares at the RINGING PHONE, taking a final pull off his T-bird. No one is around. It continues to RING.

Determined, he stands and walks to the booth. He is about to answer the phone, when Neo sees him.

NEO Don't!

The Old Man stops, Neo rushes at hin, gliding smoothly over the turnstiles.

OLD MAN I'm sorry -- I didn't mean!

The Old Man is shaking, terrified. Neo looks at his gun. He glances over his shoulder, then eases back the hammer.

NEO Get outta here. Okay? Run! Go!

The Old Man nods, turns and hurries deeper into the urban cave, disappearing into the shadows as Trinity and Morpheus arrive.

TRINITY What happened? Was that --

NEO It was nobody.

Neo turns to the RINGING BOOTH.

NEO Let's go! You first, Morpheus.

Morpheus gets in and answers the phone.

Lost in the shadow, the Old Man turns back and watches as Morpheus disappears, the phone dropping, dangling by its cord.

His eyes grow wide, glowing white in the dark.

EXT. ROOFTOP (MATRIX) - DAY

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

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

INT. "EL" STATION (MATRIX) - DAY

As the Old Man stares.

Trinity hangs up the phone. She turns to Neo, standing close enough to kiss him.

TRINITY Morpheus is right, you know. It doesn't matter what he believes or even what the Oracle believes. What matters is what you believe.

NEO I believe...

He stares at the fullness of her lips.

NEO I want to kiss you.

She smiles.

TRINITY I want to kiss you too...

The PHONE begins to RING.

TRINITY But I want it to be real.

She pulls herself away and gets into the booth when something catches Neo's eye and he looks to where the Old Man had been.

She hears him SCREAM and sees Agent Smith emerge as if formed by congealing darkness, charging with a fistful of metal.

The GUN FIRES, the BULLET flying at her, BURSTING through the plastic WINDOW just as --

Trinity disappears.

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

INT. HOVERCRAFT

Trinity blinks, shivering as her conscious exits the Construct.

TRINITY Neo!

TANK What the hell just happened?

TRINITY An Agent! You have to send me back!

TANK I can't!

INT. "EL" STATION (MATRIX) - DAY

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

For a blinking noment we enter BULLET-TIME.

Gun flash tongues curl from Neols gun, bullets float forward like a plane noving across the sky, cartridges cartwheel into space.

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

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

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

Agent Smith smiles.

AGENT SMITH You're empty.

Neo pulls the TRIGGER. CLICK.

NEO So are you.

The smile falls. Agent Smith yanks his TRIGGER.

CLICK.

Agent Smith's face warps with rage and he attacks, fist flying at furious speed, blows and counters, Neo retreating as --

A knife-hand opens his forearm, and a kick sends him slamming back against a steel column.

Stunned, he ducks just under a punch that crunches into the beam, STEEL CHUNKS EXPLODING like shrapnel.

Behind him, Neo leaps into the air, delivering a neck- snapping reverse round-house. Agent Smith's glasses fly off and he glares at Neo; his eyes, ice blue.

AGENT SMITH You can't win.

NEO I already have.

He attacks with a vicious series of blows but the Agent seems to absorb them, waiting for his opening.

And this time Agent Smith's attack is too much, an unrelenting fury, fists pounding like jackhammers.

INT. HOVERCRAFT

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

TRINITY Jesus, he's killing him!

INT. "EL" STATION (MATRIX) - DAY

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

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

The sound of an ON-COMING TRAIN.

INT. HOVERCRAFT

Tank is trying to find another entrance.

TRINITY Send me back, Tank! Anywhere!

TANK I'm looking, Trinity! I'm looking!

From the cockpit, an ALARM sounds. Morpheus hurries to the front console, typing, bringing up the radar.

Trinity follows him.

TRINITY What is it... oh no.

In every pipe surrounding them, they see the Extermination Unit.

TRINITY Sentinels.

INT. SEWER MAIN

The killing machine we saw in the History Program blister by us like tracer bullets shot down the throat of the abyss.

INT. "EL" STATION (MATRIX) - DAY

Neo tries to get up. Agent Smith jumps down onto the tracks and drop-kicks him in the face.

The world begins to shake, RUMBLING as the TRAIN NEARS.

AGENT SMITH Do you hear that, Mr. Anderson?

Agent Smith grabs Neo in a choke-hold, forcing him to look down the tracks, the train's headlight burning a hole in the darkness.

AGENT SMITH That is the sound of inevitability.

Neo sees it coming and he starts to fight.

AGENT SMITH It is the sound of your death.

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

AGENT SMITH Goodbye, Mr. Anderson.

The TRAIN ROARS at them, swallowing Agent Smith's words.

The veins bulge in Neo's head, as he grits through the pain.

He is not ready to die.

NEO My name is Neo.

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

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

Neo back-flips up off the tracks just as --

The train barrels over Agent Smith.

Neo stands, knees shaking, when the train slams on its emergency brake. With an ear-splitting SHRIEK of TORTURED RAILS, the train slows, part of it still in the station.

Neo turns, limping, starting to run, racing for the escalator --

As the train comes to a stop and the doors of the last car open; Agent Smith bursts out in furious pursuit, his glasses again intact.

INT. HOVERCRAFT

Morpheus checks the ship's self destruct key.

TRINITY You can't use that until Neo is out!

MORPHEUS I know. Don't worry, he'll make it.

EXT. CITY STREET (MATRIX) - DAY

A man sits in his Mercedes, talking on his car phone when his door is thrown open. Neo yanks him out and jumps in.

Further down the street, Agent Smith slows, calmly touching his ear-piece.

Neo throws the car across traffic, rocketing down a side- street.

INT. CAR (MATRIX) - DAY

Driving like a demon with one hand, he grabs the car phone and dials long distance.

INT. HOVERCRAFT

Tank answers.

TANK Operator.

NEO (V.O.) Mr. Wizard, Get me the fuck out of here!

INT. CAR (MATRIX) - DAY

Looking over his shoulder, watching the mirrors, Neo drives almost unconsciously.

NEO Hurry, Tank! I got some serious pursuit!

INT. HOVERCRAFT

The keyboard clicking, Tank searches for an exit. Trinity screams into the headset.

TRINITY Neo, you better get your ass back here!

INT. CAR

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

TANK (V.O.) I got one!

Neo glances to his right and sees Agent Brown, now driving the car beside his. Agent Brown swerves, slamming into him.

TANK (V.O.) Wabash and Lake. A hotel.

Neo fights the steering wheel as Agent Brown pushes the car up over the median.

TANK (V.O.) Room 303.

Neo drops the phone as his car bucks into the opposing lane --

Directly into the charging path of an enormous truck driven by Agent Smith.

Neo dives from the Mercedes as the truck plows into it, rending metal and GLASS, crushing through, totaling other cars, as it EXPLODES.

Neo is up and running even as orange and black clouds billow up behind hin.

EXT. CITY STREET (MATRIX) - DAY

Three figures silhouette by the burning wreckage become the three agents.

Further down the street, Neo hauls his broken, bleeding ass.

Agents Brown and Smith slow, touching their ear-pieces as Agent Jones continues chasing full-bore.

Neo spins around a corner, racing toward a hotel called: the Heart of Chicago Hotel.

Only Agent Jones is behind him now.

Neo dives into the alley. At the far end he sees Agent Brown charging. Neo leaps for the fire escape and begins to climb.

INT. SEWER MAIN

Sentinels open and shift like killer kaleidoscopes as they ready their weapons, swarming around the Nebuchadnezzar.

INT. HOVERCRAFT

The hovercraft booms as machines drop onto it.

TANK I'm going to make the call.

MORPHEUS Do it!

INT. "HEART OF CHICAGO" HOTEL (MATRIX) - DAY

Agent Snith is in the elevator when he hears the DISTANT RING of a PHONE.

EXT. ALLEY (MATRIX) - DAY

The agents chase him, FIRING, BULLETS SPARKING and RICOCHETING even as Neo jumps for the third-floor platform.

Neo kicks in the window, jumping into the hall. The doors count backwards: 310... 309...

INT. HOVERCRAFT

Morpheus grabs the biggest gun he can find. The lasers begin to slice through the hull.

TRINITY Where is he?

TANK Almost there.

MORPHEUS He's going to make it.

TRINITY Hurry, Neo.

INT. HALL (MATRIX) - DAY

Neo can hear the PHONE RINGING.

305... 304...

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

Agent Sniith, waiting, .45 cocked.

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

BOOM.

INT. HOVERCRAFT

Neo's body jerks, and everyone hears it as the life monitors snap flat-line.

Trinity screams. Morpheus is frozen in disbelief.

INT. HALL (MATRIX) - DAY

Three holes in his chest, Neo falls to the blue shag carpeting, blood smearing down the wallpaper.

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

AGENT SMITH Check him.

INT. HOVERCRAFT

Through the lasered opening, Morpheus screams, blasting away at the machines; comet-wads of plasma burning holes in their armored housings.

Trinity collapses onto Neo's body.

TRINITY No-no-no! Neo, you're not dead! You can't be dead!

INT. HALL (MATRIX) - DAY

Kneeling beside him, Agent Brown checks his vital signs.

AGENT BROWN He's gone.

Agent Smith smiles, standing over him.

AGENT SMITH I told you, you couldn't win.

INT. HOVERCRAFT

Tank is hit, a laser bolt knocking him to the ground. They can't hold them off any longer. Morpheus lunges for the self destruct --

As Trinity whispers in Neo's ear.

TRINITY You're right here. I'm holding you, Neo. I'm not letting you go. Do you hear me? I won't let you go.

INT. HALL (MATRIX) - DAY

The agents walk to the elevator, leaving Neo's body behind.

INT. HOVERCRAFT

Morpheus flicks the Plexiglas shield of the self- destruct.

TRINITY Goddamnit, Neo! Don't give it up! Not now!

She pounds on his chest.

TRINITY Not now!

INT. HOTEL HALL (MATRIX) - DAY

The BLOW ECHOES deep in his mind.

His eyes snap open.

INT. HOVERCRAFT

Trinity screams as the monitors jump back to life. Tank and Morpheus stare, unbelieving.

It is a miracle.

TRINITY Now get up!

INT. HALL (MATRIX) - DAY

Neo struggles, holding his chest, sitting up. Down the hall, he sees the elevator closing and --

Agent Smith staring at him as if he were looking at a Cypher.

Neo gives him the finger.

AGENT SMITH Nooooo!

Agent Smith pounds on the elevator door.

INT. HOVERCRAFT

A sentinel BLOWS a hole in Morpheus' right arm and he screams, refusing to let go of the detonator.

INT. ROOM 303 (MATRIX) - DAY

Neo dives for the RINGING PHONE.

INT. HOVERCRAFT

Machines split open the craft, pouring in, lasers targeting everywhere.

A beat finds the center of Morpheus' forehead and he screams, ready to die.

TRINITY Now!

He turns the key.

INT. OVERFLOW PIT

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

INT. HOVERCRAFT

In the still darkness, only the humans are alive.

TRINITY Neo?

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

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

FADE TO BLACK.

FADE IN:

ON COMPUTER SCREEN

as in the opening. The cursor beating steadily, waiting.

A PHONE begins to RING.

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

NEO (V.O.) Hi. It's me. I know you're out there. I know you're working as fast as you can to catch me.

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

NEO (V.O.) I thought I should call and let you know how things stand.

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

NEO (V.O.) I know you're real proud of this world you've built, the way it works, all the nice little rules and such, but I've got some bad news.

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

NEO (V.O.) I've decided to make a few changes.

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

He steps out of the phone booth and starts walking, wearing a long black coat and dark glasses. He passes a mother dragging her little BOY, who cranes his neck as --

Neo takes off, flying up into the air.

BOY Mommy! Mommy!

MOMMY What?

BOY That man! That man flies!

MOMMY Don't be silly, honey. Men don't fly.

There is a RUSH of AIR as the Boy stares up as Neo shoots overhead. His coat billowing like a black leather cape as he soars up, up, and away.

FADE OUT.

<<<

I/ Matrix I.
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