T H E   M A T R I X

    by Larry and Andy Wachowski

    June 3, 1997

    --------------------------------------------------------------

    FADE IN:

    ON COMPUTER SCREEN

    so close it has no boundaries.

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

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

                             MAN (V.O.)
              Yeah?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    Only two thin digits left.

                             CYPHER (V.O.)
              Do you?

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

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

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

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

    The final NUMBER POPS into place --

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

                             CYPHER (V.O.)
              Hear what?

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

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

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

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

                             TRINITY (V.O.)
              I better go.

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

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


    INT.  CHASE HOTEL - NIGHT

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

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

    The biggest of them violently kicks in the door --

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

                             BIG COP
              Police!  Freeze!

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

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

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

    She slowly puts her hands behind her head.


    EXT.  CHASE HOTEL - NIGHT

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

    AGENT SMITH and AGENT BROWN get out of the car.

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

                             AGENT SMITH
              Lieutenant?

                             LIEUTENANT
              Oh shit.

                             AGENT SMITH
              Lieutenant, you were given specific
              orders --

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

                             AGENT SMITH
              The orders were for your
              protection.

    The Lieutenant laughs.

                             LIEUTENANT
              I think we can handle one little
              girl.

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

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

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


    INT.  CHASE HOTEL

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

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

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

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

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

    A flashlight rocks slowly to a stop.

                             TRINITY
              Shit.


    EXT.  CHASE HOTEL

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


    INT.  CHASE HOTEL

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

                             MAN (V.O.)
              Operator.

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

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

                             TRINITY
              Are they any agent?

                             MORPHEUS (V.O.)
              Yes.

                             TRINITY
              Goddamnit!

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

    She takes a deep breath, centering herself.

                             TRINITY
              All right --

                             MORPHEUS (V.O.)
              Go.

    She drops the phone.


    INT.  HALL

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


    EXT.  FIRE ESCAPE

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


    EXT.  ROOF

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

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

    Agent Brown, however, has the same unnatural grace.

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

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

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

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

    Then hitting, somersaulting up, still running hard.

                             COP
              Mutherfucker -- that's impossible!

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

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

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

    Agent Brown stands, yanking out a gun.

    Trinity is running hard as BULLETS WHISTLE past her head.

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

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

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

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


    HER POV

    The whole world seems to spin on its axis --


    BACK TO SCENE

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

    But still alive.

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

    Trinity tries to move.  Everything hurts.

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

    She stands and limps down the rest of the stairs.

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

    The telephone booth.

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

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

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

    Gritting through the pain, she races the truck --

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

    She answers the phone.

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

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

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

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

                             AGENT JONES
              Then the informant is real.

                             AGENT SMITH
              Does that surprise you?  It was
              inevitable.

                             AGENT JONES
              He'll be contacting us again.

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

                             AGENT JONES
              Their next target.  The name is Neo.

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

                             AGENT SMITH
              We'll need a search running.

                             AGENT JONES
              It's already begun.

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

    Swallowed by DARKNESS.

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

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

    We DRIFT BACK FROM the screen and INTO --


    INT.  NEO'S APARTMENT

    It is a studio apartment that seems overgrown with
    technology.

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

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

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

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

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

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

                             NEO
              What...?

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

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

                             NEO
              What the hell?

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

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

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

    Someone KNOCKS again.  Neo rises, still unnerved.

                             NEO
              Who is it?

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

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

                             NEO
              You're two hours late.

                             CHOI
              I know.  It's her fault.

    His GIRLFRIEND only has to smile.

                             NEO
              You got the money?

                             CHOI
              Two grand.

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

                             NEO
              Hold on.

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

    Opening the door, he hands the disk to Choi.

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

                             NEO
              If you get caught using that --

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

                             NEO
              Right...

    Neo nods as the strange feeling of unrealness suddenly
    returns.

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

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

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

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

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

    He smiles and slaps the hand of his nearest droog.

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

                             DUJOUR (GIRLFRIEND)
              Definitely.

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

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

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

    A small white rabbit.

    The ROOM TILTS.

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


    INT.  APARTMENT

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

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

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

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

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

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

                             TRINITY
              Hello, Neo.

                             NEO
              How do you know that name?

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

                             NEO
              Who are you?

                             TRINITY
              My name is Trinity.

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

                             TRINITY
              That was a long time ago.

                             NEO
              Gee-zus.

                             TRINITY
              What?

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

                             TRINITY
              Most guys do.

    Neo is a little embarrassed.

                             NEO
              Do you want to go somewhere and
              talk?

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

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

                             NEO
              That was you on my computer?

    She nods.

                             NEO
              How did you do that?

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

                             NEO
              Of what?

                             TRINITY
              They're watching you, Neo.

                             NEO
              Who is?

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

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

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

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

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

                             NEO
              What is the Matrix?

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

    She leans close, her lips almost touching his ear.

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

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

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

                                                CUT TO:

    INT.  NEO'S APARTMENT

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

                             NEO
              Shitshitshit.


    EXT.  SKYSCRAPER

    The downtown office of CorTechs, a software development
    company.


    INT.  CORTECHS OFFICE

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

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

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

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

                             RHINEHEART
              Obviously, you are mistaken.

    His long, bony fingers resume clicking the keyboard.

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

    He turns again.

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

                             NEO
              Yes, Mr. Rhineheart.  Perfectly
              clear.


    INT.  NEO'S CUBICLE

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

    Neo slumps down into his chair.

                             VOICE (O.S.)
              Thomas Anderson?

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

                             NEO
              Yeah.  That's me.

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

                             FEDEX MAN
              Have a nice day.

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

                             NEO
              Hello?

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

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

                             NEO
              Morpheus...

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

                             NEO
              Who's coming for me?

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

                             NEO
              Right now?

                             MORPHEUS (V.O.)
              Yes.  Now.

    Neo starts to stand.

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

    His head peeks up over the partition.

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

    Neo ducks.

                             NEO
              Holy fucking shit!

                             MORPHEUS (V.O.)
              Yes.

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

                             NEO
              What the fuck do they want with me?!

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

                             NEO
              How?!

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

    The agents are moving quickly towards the cubicle.

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

                             NEO
              But what if...?

                             MORPHEUS (V.O.)
              Go!  Now!

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

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

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

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

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

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

    Brown is talking to another employee.

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

    Sweat trickles down his forehead.

                             MORPHEUS (V.O.)
              Now.

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

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

    The room is empty.

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

                             NEO
              How do you know all this?

    Morpheus laughs quietly.

                             MORPHEUS
              The answer is coming, Neo.

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

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

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

                             NEO
              No!  It's too far away.

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

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

                             NEO
              No way, no way, this is crazy.

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

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

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

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

    The scaffold seems even farther away.

                             NEO
              I'm going to die.

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

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

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

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

                             NEO
              I didn't do anything!


    EXT.  SKYSCRAPER

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

    Trinity watches in the rear view mirror of her motorcycle.

                             TRINITY
              Shit.


    INT.  INTERROGATION ROOM

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

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

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

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

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

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

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

    The pages continue to turn.

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

    Neo feels himself sinking into a pit of shit.

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

    He closes the file.

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

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

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

    He leans closer.

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

    Neo stares to match his stare.

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

    Neo nods to himself.

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

    He does.

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

    Agent Smith puts his glasses back on.

                             AGENT SMITH
              You disappoint me, Mr. Anderson.

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

    Agent Smith smiles.

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

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

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

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

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

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

    Smith nods and the other two rip open his shirt.

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

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

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

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


    INT.  NEO'S APARTMENT

    Screaming, Neo bolts upright in bed.

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

    The PHONE RINGS.

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

    He answers it, saying nothing.

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

                             NEO
              The agents --

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

                             NEO
              What do you know?

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

    Neo feels sick.

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

                             NEO
              ... Yes.

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

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


    EXT.  CITY STREET - NIGHT

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

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

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

                             TRINITY
              Get in.


    INT.  CAR

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

                             NEO
              What the hell is this?!

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

                             NEO
              From what?

                             TRINITY
              From you.

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

                             SWITCH
              Take off your shirt.

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

                             NEO
              What?  Why?

                             SWITCH
              Stop the car.

    Apoc does.

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

                             NEO
              Fine.

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

    Neo opens the door.

                             TRINITY
              Neo, please, you have to trust me.

                             NEO
              Why?

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

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

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

                             NEO
              ... shit.

    He closes the door.


    EXT.  LOWER WACKER

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


    INT.  CAR

    Neo grudgingly strips off his T-shirt.

                             TRINITY
              Lie back.

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

                             NEO
              What is this thing?

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

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

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

                             TRINITY
              Come on, come on...

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

                             TRINITY
              Got it.

    Trinity shuts off the compressor, Neo cradling his
    stomach.

                             NEO
              Got what?  My spleen?

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

    She unrolls the window and dumps it out.


    EXT.  CAR

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


    EXT.  HOTEL LAFAYETTE

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


    INT.  LAFAYETTE

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

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

                             TRINITY
              This is it.

    Neo can hear his own heart pounding.

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


    INT.  ROOM 1313

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

                             MORPHEUS
              At last.

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

    He strides to Neo and they shake hands.

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

                             NEO
              It's an honor.

                             MORPHEUS
              Please.  Come.  Sit.

    He nods to Trinity.

                             MORPHEUS
              Thank you, Trinity.

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

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

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

                             NEO
              You could say that.

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

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

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

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

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

                             NEO
              No.

                             MORPHEUS
              Why not?

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

                             MORPHEUS
              I know exactly what you mean.

    Again, that smile that could cut glass.

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

                             NEO
              The Matrix?

                             MORPHEUS
              Do you want to know what it is?

    Neo swallows hard and nods.

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

                             NEO
              What truth?

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

    The LEATHER CREAKS as he leans back.

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

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

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

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

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

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

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

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

                             MORPHEUS
              Follow me.

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

    Trinity, Apoc and Cypher look up as they enter.

                             MORPHEUS
              Apoc, are we on-line?

                             APOC
              Almost.

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

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

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

    He whispers to Trinity:

                             NEO
              You did all this?

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

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

                             NEO
              What does that mean?

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

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

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

                             NEO
              Shit...

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

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

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

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

                             NEO
              This can't be...

                             MORPHEUS
              Be what?  Be real?

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

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

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

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

                             NEO
              Uh-oh...

                             TRINITY
              It's going into replication.

                             MORPHEUS
              Apoc?

                             APOC
              Still nothing.

    Morpheus takes out a cellular phone and dials a number.

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

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

                             NEO
              It's cold.

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

                             NEO
              It's all over me --

    Morpheus is right next to him with the phone.

                             TRINITY
              I got a fibrillation!

                             MORPHEUS
              Shit!  Apoc?

    Streams of mercury run from Neo's nose.

                             APOC
              Targeting... almost there.

    An ALARM on Trinity's monitor ERUPTS.

                             TRINITY
              He's going into arrest!

                             APOC
              Lock!  I got him!

                             MORPHEUS
              Now, Tank, now!

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

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

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

    -- sucked INTO his scream and swallowed by DARKNESS.


    INT.  POWER PLANT - CLOSE ON MAN'S BODY

    floating in a womb-red amnion.

    His body spasms, fighting against the thick gelatin.

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

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

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

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

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

    It is Neo.

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

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

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

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

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

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

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

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

    The image assaults his mind.

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

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

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

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

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

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

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


    INT.  WASTE LINE

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

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

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

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


    INT.  HOVERCRAFT

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

    He smiles.

                             MORPHEUS
              Welcome to the real world, Neo.

    He passes out.

                                                FADE TO BLACK.

    FADE IN:

    INT.  HOVERCRAFT

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

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

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


    NEO'S POV

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

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

                             MORPHEUS
              Far from it.

                                                FADE TO BLACK.

    FADE IN:

    NEO

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

                             DOZER
              He needs a lot of work.

                             MORPHEUS
              I know.

    DOZER and Morpheus are operating on Neo.

                             NEO
              What are you doing?

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

    Fluorescent light sticks burn unnaturally bright.

                             NEO
              Why do my eyes hurt?

                             MORPHEUS
              You've never used them before.

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

                             MORPHEUS
              Rest, Neo.  The answers are coming.


    INT.  NEO'S ROOM

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

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

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

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

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

                             MORPHEUS
              More important than what is when?

                             NEO
              When?

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

    The wind is knocked from Neo's chest.

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


    INT.  HOVERCRAFT

    Like a sleepwalker, Neo follows Morpheus through the ship.

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

    They climb a ladder up to the main deck.


    INT.  MAIN DECK

    Everyone is there.

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

    Trinity smiles and nods.

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

    The names and faces wash meaninglessly over Neo.

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

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

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

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

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

    He touches the back of Neo's head.

                             MORPHEUS
              Help him, Trinity.

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

                             MORPHEUS
              This will feel a little weird.

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

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

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


    INT.  CONSTRUCT

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

                             MORPHEUS
              This is the Construct.

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

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

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

                             MORPHEUS
              Sit down.

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

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

                             MORPHEUS
              Wild, isn't it?

    Neo's hands run over the cracked leather.

                             NEO
              This isn't real?

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

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

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

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

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

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

                             MORPHEUS
              'The desert of the real.'

    Beneath us, the lake is gone.

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

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

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

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

                             NEO
              A.I.?  You mean artificial
              intelligence?

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

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

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

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

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


    EXT.  FETUS FIELDS

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

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

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

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

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

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

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


    INT.  CONSTRUCT

    Morpheus steps INTO VIEW as he clicks off the television.

                             MORPHEUS
              What is the Matrix?  Control.

    He opens the back of the television remote control.

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

    He holds up a coppertop battery.

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

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

    The room without walls begins to spin.

                             NEO
              Stop!  Let me out!  I want out!


    INT.  MAIN DECK

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

                             NEO
              Get this thing out of me!

                             TRINITY
              Easy, Neo.  Easy.

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

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

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

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

                             CYPHER
              He's going to pop!

    Vomiting violently, Neo pitches forward and blacks out.


    INT.  NEO'S ROOM

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

                             NEO
              I can't go back, can I?

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

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

    Deep down, Neo knows that answer.

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

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

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

    He pauses.

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

    Neo can feel his eyes on him.

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

    He stands up.

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

                             NEO
              For what?

                             MORPHEUS
              Your training.


    INT.  HOVERCRAFT

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


    INT.  NEO'S ROOM

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

                             TANK
              Morning.  Did you sleep?

                             NEO
              No.

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

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

                             NEO
              You don't have...

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

                             NEO
              Zion?

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

                             NEO
              It's a city?

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

                             NEO
              Where is it?

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

    Tanks smiles.

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


    INT.  MAIN DECK

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

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

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

                             TANK
              How about some combat training?

    Neo reads the label on the disk.

                             NEO
              Jujitsu?  I'm going to learn
              jujitsu?

    Tank slides the disk into Neo's supplement drive.

                             NEO
              No way.

    Smiling, Tank punches the "load" code.

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

    An instant later his eyes snap open.

                             NEO
              Holy shit!

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

                             NEO
              Hell yes!


    INT.  MAIN DECK

    It is later.

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

    Morpheus walks in.

                             MORPHEUS
              How is he?

                             TANK
              Ten hours straight.  He's a machine.

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

                             NEO
              This is incredible.  I know kung fu.

                             MORPHEUS
              Show me.


    INT.  DOJO

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

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

    He assumes a fighting stance.

                             MORPHEUS
              Attack me.

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

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

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

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


    INT.  MESS HALL

    MOUSE bursts into the room, interrupting dinner.

                             MOUSE
              Morpheus is fighting Neo!

    All at once, everyone bolts for the door.


    INT.  DOJO

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

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

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

    Neo falls.

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

                             MORPHEUS
              How did I beat you?

                             NEO
              You -- you're too fast.

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

    Neo is frustrated, still unable to catch his breath.

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

    Neo stands, nodding slowly.

                             MORPHEUS
              Again.

    Their fists fly with pneumatic speed.


    INT.  MAIN DECK

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

                             MOUSE
              Jeeezus Keeerist!  That boy is fast!


    INT.  DOJO

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

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

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

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

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


    INT.  MAIN DECK

    There are several gasps.

                             MOUSE
              I don't believe it!


    INT.  DOJO

    Morpheus rubs his face, then smiles.

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

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


    INT.  HOVERCRAFT

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


    INT.  CONSTRUCT - ROOFTOP - DAY

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

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

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

    He lands on the rooftop across the street.

                             NEO
              Shit.

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

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

    He takes a deep breath.  And starts to run.


    INT.  MAIN DECK

    They are transfixed.

                             SWITCH
              He's gonna make it.

                             APOC
              No way.  Not possible.

                             MOUSE
              No one's ever made their first jump.

                             SWITCH
              What if he does?

                             APOC
              He won't.

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

                             TRINITY
              Come on.


    EXT.  ROOFTOP

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

    But comes up drastically short.

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

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

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

    Morpheus exits the building and helps him to his feet.

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

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

    Morpheus smiles and nods.


    INT.  MAIN DECK

    They break up.

                             MOUSE
              What does it mean?

                             SWITCH
              It doesn't mean anything.

                             CYPHER
              Everyone falls the first time,
              right, Trinity?

    But Trinity has already left.

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

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

                             NEO
              I thought it wasn't real.

                             MORPHEUS
              Your mind makes it real.

    Neo stares at the blood.

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

                             MORPHEUS
              The body cannot live without the
              mind.


    INT.  NEO'S ROOM

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

                             TRINITY
              Neo, I saved you some dinner --

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

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


    INT.  HALL

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

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

    Trinity says nothing.

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

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

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

                             TRINITY
              Morpheus will take him when he's
              ready.

    She turns and he watches her walk away.


    EXT.  CITY STREET - TRAINING PROGRAM - DAY

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

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

                             NEO
              What -- what lesson?

    Neo collides with a man who looks just like Rhineheart.

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

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

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

    Morpheus stops, turning to Neo.

                             MORPHEUS
              Do you understand, Neo?

                             NEO
              I think I do.

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

                             NEO
              Yeah.

                             MORPHEUS
              Look again.

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

    Neo screams.

                             MORPHEUS
              Freeze it.

    Everything except Morpheus and Neo freezes.

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

    Neo listens to his intense voice.

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

                             NEO
              How?

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

    Neo scratches his head.

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

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

    Morpheus' CELL PHONE RINGS and he flips it open.

                             TANK (V.O.)
              We got trouble.


    EXT.  SEWER MAIN

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


    INT.  COCKPIT

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

                             MORPHEUS
              How much time, Dozer?

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

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

                             MORPHEUS
              Set down in there.

                             NEO
              What's going on?

                             DOZER
              Squiddy tripped one of our long
              distance alarm probes.

                             NEO
              What?

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

                             DOZER
              Search and destroy.

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


    EXT.  HOVERCRAFT

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


    INT.  COCKPIT

    Morpheus clicks the intercom.

                             MORPHEUS
              How we doing, Tank?


    INT.  MAIN DECK

    Tank works furiously at the operator's station.

                             TANK
              Done.

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

    Tank whispers.

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

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


    INT.  COCKPIT

    Neo leans into Trinity's ear.

                             NEO
              E.M.P.  An electromagnetic pulse.

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

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

    Neo begins to angle around Dozer but Morpheus grabs him.

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

    Neo freezes and they wait.

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

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

    They see it.

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

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

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


    INT.  HALL

    The ship is quiet and dark.  Everyone is asleep.


    INT.  MAIN DECK

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

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

                             NEO
              Sorry.

                             CYPHER
              No, it's all right.

                             NEO
              What are you doing?

                             CYPHER
              Midnight watch.

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

                             NEO
              Is that...?

                             CYPHER
              The Matrix?  Yeah.

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

                             NEO
              Do you always look at it encoded?

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

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

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

    He raises the glass.

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

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

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

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

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

    Neo looks up, unsure.

                             CYPHER
              Why you're here?

                             NEO
              ... Yeah.

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

    Neo looks down at his drink.

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

                             NEO
              Really?

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

                             NEO
              How many were there?

                             CYPHER
              Five.  Since I've been here.

                             NEO
              What happened to them?

                             CYPHER
              Dead.  All dead.

                             NEO
              How?

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

    Neo gulps down another shot.

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

    He throws back a final shot.

                             NEO
              Thanks... for the drink.

                             CYPHER
              Any time.

    Cypher nods as Neo heads for the ladder.

                             CYPHER
              Sweet dreams.


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

    A substance with a consistency somewhere between yogurt
    and cellulite.

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

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

                             APOC
              Breakfast of champions, Neo.

                             NEO
              What is it?

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

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

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

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

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

    With that he turns and leaves.

                             NEO
              See who?

                             TANK
              The Oracle.

    Trinity glances at Cypher who smiles thinly.


    EXT.  HOTEL LAFAYETTE - DAY

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

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

                             MORPHEUS
              We should be back in an hour.

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

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


    INT.  CAR

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

                             MORPHEUS
              Almost unbelievable, isn't it?

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

                             NEO
              God...

                             TRINITY
              What?

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

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

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

    He turns to her.

                             NEO
              What does that mean?

                             TRINITY
              That the Matrix cannot tell you who
              you are.

                             NEO
              But an Oracle can.

                             TRINITY
              That's different.

                             NEO
              Is it?

                             TRINITY
              Are you worried?

                             NEO
              Should I be?

                             TRINITY
              No.

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

                             NEO
              Did you go to her?

                             TRINITY
              Yes.

                             NEO
              What did she tell you?

                             TRINITY
              She told me...

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

                             NEO
              What?

    The car suddenly jerks to a stop.

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

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

                             CYPHER
              Here we go again, eh, Trin?

    He smiles as she turns to the window.


    EXT.  BUILDING

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


    INT.  BUILDING

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


    INT.  ELEVATOR

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

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

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

                             NEO
              The beginning?

                             MORPHEUS
              Of the Resistance.

                             NEO
              And she knows what?  Everything?

                             MORPHEUS
              She would say she knows enough.

                             NEO
              How does she know?

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

                             NEO
              And she's never wrong.

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

                             NEO
              She helped you?

                             MORPHEUS
              Yes.

                             NEO
              What did she tell you?

                             MORPHEUS
              That I would find the One.

    DING.  The ELEVATOR opens.


    INT.  HALL

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

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

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

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

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

                             MORPHEUS
              Why?

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

                             MORPHEUS
              What do you believe in?

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

                             MORPHEUS
              That's why we're here.

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

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

                             NEO
              And you still believe I'm the One?

                             MORPHEUS
              Yes I do.

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

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

                             NEO
              Did you believe in them too?

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

    This is difficult for Morpheus to admit.

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

    He looks up at Neo.

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

    His eyes blaze.

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

                             NEO
              Morpheus, I don't know --

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

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

                             NEO
              All right.

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

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


    INT.  ORACLE'S APARTMENT

    It seems particularly normal.

                             PRIESTESS
              Make yourself at home, Morpheus.

                             MORPHEUS
              Thank you.

                             PRIESTESS
              Neo, come with me.

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

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

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

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

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

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

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

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

                             NEO
              What truth?

                             SPOON BOY
              That there is no spoon.

    Neo nods, staring at the spoon.

                             NEO
              There is no spoon.

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

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

    A hand touches his shoulder.

                             PRIESTESS
              The Oracle will see you now.

    Spoon Boy smiles.

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

                             ORACLE
              Just come on in.


    INT.  KITCHEN

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

                             NEO
              Hello?

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

                             NEO
              You're the Oracle?

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

                             NEO
              Yeah.

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

                             NEO
              What vase?

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

                             ORACLE
              That vase.

                             NEO
              Shit, I'm sorry.

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

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

                             NEO
              How did you know...?

    She sets the cookie tray on a wooden hot pad.

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

    Smiling, she lights a cigarette.

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

                             NEO
              Who?

                             ORACLE
              Not too bright though.

    She winks.

                             ORACLE
              You know why Morpheus brought you to
              see me?

    He nods.

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

                             NEO
              Honestly?  I don't know.

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

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

    She puts her cigarette down.

                             ORACLE
              Well, I better have a look at you.

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

                             ORACLE
              Open your mouth.  Say 'ahh'.

    She nods then looks at his palms.

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

                             NEO
              But what?

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

                             NEO
              I'm not the One.

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

                             NEO
              What?

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

    Neo almost has to laugh.

                             ORACLE
              What's funny?

                             NEO
              Morpheus.  He almost had me
              convinced.

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

                             NEO
              What do you mean, without him?

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

                             ORACLE
              Are you sure you want to hear this?

    Neo nods.

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

                             NEO
              What?

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

    Neo can't breathe.

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

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

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

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


    INT.  SITTING ROOM - DAY

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

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

    He smiles.

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

    Neo nods and takes a bite of his cookie.


    INT.  CAR

    Neo and Morpheus get in the car.

                             MORPHEUS
              Let's go.

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

                             TRINITY
              Are you all right?

                             NEO
              ... right as rain.


    EXT.  CITY STREET - DAY

    Switch watches as an unmarked white van trolls by.

                             SWITCH
              Weird.

                             APOC
              What?

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

                             APOC
              Should Tank I.D. it?

    Switch sees the black car turn onto their street.

                             SWITCH
              No.  Here they come.


    INT.  ROOM 1313 - DAY

    Mouse's CELLULAR RINGS.

                             MOUSE
              Welcome to Movie-Phone.

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

    The phone flips shut as he jumps up.


    EXT.  CITY STREET

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


    INT.  MAIN DECK

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

                             TANK
              What is that...?


    INT.  HOTEL LAFAYETTE - DAY

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

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

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

                             NEO
              Whoa.  Deja vu.

    Those words stop the others dead in their tracks.


    INT.  MAIN DECK

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

                             TANK
              Oh shit!  Oh shit!


    INT.  HOTEL LAFAYETTE - DAY

    Trinity turns around, her face tight.

                             TRINITY
              What did you just say?

                             NEO
              Nothing.  Just had a little deja vu.

                             TRINITY
              What happened?  What did you see?

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

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

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

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

                             NEO
              What is it?

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

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


    INT.  MAIN DECK

    Tank sees what was changed.

                             TANK
              It's a trap!


    INT.  STAIRCASE - DAY

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

                             MORPHEUS
              Come on!


    INT.  BASEMENT - DAY

    Heavy bolt cutters snap through the main phone cable.


    INT.  ROOM 1313 - DAY

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

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

    Mouse yanks open the curtain.

                             MOUSE
              Oh no.

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


    INT.  MAIN DECK

    Tank watches helplessly.

                             TANK
              No, no, no.


    INT.  STAIRS - DAY

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


    INT.  ROOM 1313 - DAY

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


    INT.  MAIN DECK

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


    EXT.  HOTEL LAFAYETTE - DAY

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


    INT.  STAIRWELL - DAY

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

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

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

                             MORPHEUS
              Give me your phone.

                             TRINITY
              They'll be able to track it.

                             MORPHEUS
              We have no choice.


    INT.  MAIN DECK

    Tank answers the call.

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

    His fingers pound the keyboard.


    INT.  HOTEL LAFAYETTE - DAY

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


    INT.  MAIN DECK

    The diagram windows onto the screen.

                             TANK
              Got it.

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


    INT.  HALL - DAY

    Agent Smith pauses, his hand going to his earpiece.


    INT.  ROOM 808 - DAY

    Morpheus is guided by Tank.

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

                             MORPHEUS
              Good.

    He cuts off the phone.


    INT.  HALL - DAY

    Agent Smith hears the LINE CLICK dead.

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


    INT.  STAIRWELL - DAY

    Cops flood the eighth floor, rushing everywhere.


    INT.  ROOM 808 - DAY

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


    INT.  WALL - DAY

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

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


    INT.  HALL - DAY

    Brown turns to Smith.

                             AGENT BROWN
              Where are they?


    INT.  ROOM 808 - DAY

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


    INT.  WALL - DAY

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


    INT.  ROOM 808 - DAY

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

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

                             COP
              They're in the walls!


    INT.  WALL - DAY

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

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

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


    INT.  ROOM 808 - DAY

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

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


    INT.  WALL - DAY

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

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

                             NEO
              Fuck.

    His gun clatters down the dark crevice.

                             TRINITY
              It's an Agent!

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

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

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

                             TRINITY
              Morpheus!

    Morpheus squeezes Agent Smith's throat.

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

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

                             NEO
              No.  No!  Morpheus!  Don't!

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

    Behind his crooked glasses, Agent Smith smiles.

                             AGENT SMITH
              The sewers.  Of course.

                             MORPHEUS
              Hurry!

                             AGENT SMITH
              They won't make it.

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

                             TRINITY
              Go!

                             NEO
              We can't leave him!

                             TRINITY
              We have to!

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


    INT.  BASEMENT - DAY

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

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

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

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

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

    Smoke blossoms from the green metal canisters.

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

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

                             TRINITY
              Come on!

    Cypher seems to trip as the cloud envelops him.

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


    INT.  ROOM 808 - DAY

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

                             AGENT SMITH
              The great Morpheus.  We meet at
              last.

                             MORPHEUS
              And you are?

                             AGENT SMITH
              Smith.  I am Agent Smith.

                             MORPHEUS
              You all look the same to me.

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

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

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

                             AGENT SMITH
              Take him.

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


    INT.  MAIN DECK

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

                             TANK
              No!


    EXT.  HOTEL LAFAYETTE - DAY

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

                             AGENT JONES
              We have them now.


    EXT.  STREET - DAY

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

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

                             TRINITY
              We need a phone.


    INT.  MAIN DECK

    Tank is again at the monitors, searching the Matrix.

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

    The PHONE RINGS.

                             TANK
              Operator.

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

                             TANK
              Cypher?


    EXT.  STREET - DAY

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

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

                             TANK (V.O.)
              I got you.

                             CYPHER
              Just get me outta here.

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

    Cypher hangs up and smiles as the fire trucks arrive.


    INT.  MAIN DECK

    The PHONE RINGS.  Tank answers.

                             TANK
              Operator.

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


    EXT.  STREET - DAY

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

                             NEO
              Is Morpheus alive?

                             TRINITY
              Is Morpheus still alive, Tank?

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

                             TRINITY
              He's alive.

    Again, inevitability seems to cinch around Neo.

                             TRINITY
              We need an exit!

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

                             TRINITY
              Cypher, I thought --

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

                             TRINITY
              Got it.


    INT.  APPLIANCE STORE - DAY

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

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

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


    EXT.  STREET - DAY

    Trinity sees the appliance shop.


    INT.  MAIN DECK

    Tank punches the exit command.

                             TANK
              Got him.

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


    INT.  APPLIANCE STORE - DAY

    Neo crawls through the window that Cypher opened.


    INT.  MAIN DECK

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


    INT.  APPLIANCE STORE - DAY

    The PHONE begins to RING as the others crawl in.

                             SWITCH
              God, I love that sound.


    INT.  MAIN DECK

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

    Cypher checks the gun, unable to believe he missed.

                             CYPHER
              Shit.

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

                             DOZER
              No!


    INT.  APPLIANCE STORE - DAY

    The PHONE is still RINGING.

                             TRINITY
              You first, Neo.

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

                             TRINITY
              What happened?

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

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


    INT.  MAIN DECK

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


    INT.  APPLIANCE STORE - DAY

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

                             CYPHER (V.O.)
              Hello, Trinity.

                             TRINITY
              Cypher?  Where's Tank?

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

                             TRINITY
              An accident?!


    INT.  MAIN DECK

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

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

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

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

                             TRINITY
              You killed them.

                             APOC
              What?!

                             SWITCH
              Oh, God.

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

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

                             TRINITY
              My God.  Morpheus.  You gave them
              Morpheus.

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

                             TRINITY
              The Matrix isn't real!

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

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

                             CYPHER
              You tell me which is more real.

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

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

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

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

                             CYPHER
              Welcome to the real world, eh, baby?

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

                             TRINITY
              Goddamn you, Cypher!

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

    He stands over Neo.

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

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

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

    He takes hold of the cord.

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

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

                             TRINITY
              ... yes.

                             CYPHER
              No!

    Cypher is frozen, staring AT us in terror.

                             CYPHER
              I don't believe it!

    Charred and bloody, Tank levels the gun.

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

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


    INT.  APPLIANCE STORE

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

    The PHONE RINGS.

                             NEO
              Go.  You first this time.


    INT.  MAIN DECK

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

                             TRINITY
              Tank, you're hurt.

                             TANK
              I'll be all right.

                             TRINITY
              Dozer?

    Tank's face tightens.

                             TRINITY
              I'm sorry, Tank.


    EXT.  GOVERNMENT BUILDING - DAY

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

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


    INT.  EXECUTIVE OFFICE - DAY

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

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

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

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

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

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

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

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

    He turns from the window.

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

    He sits down directly in front of Morpheus.

                             AGENT SMITH
              Evolution, Morpheus.  Evolution.

    He lifts Morpheus' head.

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

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

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

    Agent Smith looks at Agent Brown.

                             AGENT SMITH
              Double the dosage.

    Agent Jones suddenly enters.

                             AGENT JONES
              We could have a problem.


    INT.  MAIN DECK

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

                             NEO
              What are they doing to him?

                             TANK
              They're hacking his mind.

                             NEO
              How?

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

                             NEO
              How much time?

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

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

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

                             NEO
              What do they want?

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

    He looks up at Trinity who is pacing relentlessly.

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


    INT.  GOVERNMENT BUILDING

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

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

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

                             AGENT JONES
              They are dead.  In either case --

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


    INT.  MAIN DECK

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

                             TRINITY
              Goddamnit!  Goddamnit!

                             NEO
              There has to be something that we
              can do.

                             TANK
              There is.  We have to pull the plug.

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

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

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

    Tank kneels beside Morpheus' body.

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

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

    Tank takes hold of the plug.

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

    Tank closes his eyes --

                             NEO
              Stop!

    They both look at him.

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

                             TANK
              Neo, this has to be done!

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

                             TANK
              What are you talking about?

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

    Neo stops, his stare fixed on Morpheus.

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

                             TRINITY
              What choice?

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

                             TRINITY
              What are you doing?

                             NEO
              I'm going in after him.

                             TRINITY
              You can't!

                             NEO
              I have to.

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

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

                             TRINITY
              What?

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

    Trinity is stunned.

                             TRINITY
              No, you... have to be.

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

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

                             NEO
              Why?

                             TRINITY
              Because...

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

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

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

                             TANK
              Why?

                             NEO
              Because I believe in something.

                             TRINITY
              What?

                             NEO
              I believe I can bring him back.

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

                             NEO
              What are you doing?

                             TRINITY
              I'm coming with you.

                             NEO
              No, you're not.

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

    There is nothing more to say except --

                             TRINITY
              Tank, load us up.


    INT.  EXECUTIVE OFFICE - DAY

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

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

    The life signs continue their chaotic patterns.

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

    He leans forward.

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

    He smiles.

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


    INT.  MAIN DECK

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

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

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


    INT.  CONSTRUCT

    Racks of weapons appear and they begin to arm themselves.

                             TRINITY
              No one has ever done anything like
              this.

                             NEO
              Yeah?

    He snap cocks an Uzi.

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


    INT.  EXECUTIVE OFFICE - DAY

    Agent Smith is again at the window.

                             AGENT SMITH
              Why isn't the serum working?

                             AGENT BROWN
              Perhaps we are asking the wrong
              questions.

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

                             AGENT SMITH
              Leave me with him.

    Agents Brown and Jones look at each other.

                             AGENT SMITH
              Now!

    They leave and Agent Smith sits beside Morpheus.

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

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

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

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

                             AGENT SMITH
              Repulsive, isn't it?

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

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

    Morpheus sneers through the pain.

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

    He begins squeezing, his fingers gouging into his flesh.

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


    INT.  MAIN DECK

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

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


    EXT.  GOVERNMENT BUILDING -DAY

    A dark wind blows.


    INT.  GOVERNMENT BUILDING - DAY

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

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

    Dark glasses, game faces.

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

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

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

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

                             GUARD
              Holy shit --

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

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

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

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

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


    INT.  EXECUTIVE OFFICE

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

                             AGENT BROWN
              What were you doing?

    Agent Smith recovers, replacing his ear-piece.

                             AGENT JONES
              You don't know.

                             AGENT SMITH
              Know what?

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


    INT.  ELEVATORS - DAY

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


    INT.  EXECUTIVE OFFICE - DAY

    Agent Jones looks at Morpheus.

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


    INT.  ELEVATOR SHAFT - DAY

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

                             NEO
              There is no spoon.

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

    BOOM!  The CABLE SNAPS.

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

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


    INT.  LOBBY - DAY

    The ELEVATOR HITS the bottom.

    BA-BOOM!

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


    INT.  EXECUTIVE OFFICE - DAY

    The Agents hear the BLAST of FIRE ALARMS.

                             AGENT JONES
              Lower level --

                             AGENT BROWN
              They are actually attacking.

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

    Agent Smith smashes a table.

                             AGENT SMITH
              Find them and destroy them!

    Agent Jones nods and touches his ear-piece.


    EXT.  ROOF - DAY

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

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

                             PILOT
              I repeat, we are under attack!

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

    Agent Jones emerges.

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

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

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

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

    The Agent blurred with motion --

    Until the HAMMERS CLICK against the empty metal.

                             NEO
              Trinity!

    Agent Jones charges.

                             NEO
              ... help.

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

    Bullet-time.

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

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

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

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

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

                             AGENT JONES
              Only human...

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

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

    Jammed tight to his head.

                             TRINITY
              Dodge this, mutherfucker!

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

    It is the pilot.

    Trinity helps Neo up.

                             TRINITY
              Neo, how did you do that?

                             NEO
              Do what?

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

                             NEO
              It wasn't fast enough.

    He checks his shoulder wound.

                             TRINITY
              Are you all right?

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

    Neo sees the helicopter.

                             NEO
              Can you fly that thing.

                             TRINITY
              Not yet.

    She pulls out the cellular phone.


    INT.  HOVERCRAFT

    Tank is back at the controls.

                             TANK
              Operator.

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

    Tank is immediately searching the disk drawers.

                             TRINITY (V.O.)
              Hurry!

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


    EXT.  ROOF - DAY

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

                             TRINITY
              Let's go.


    INT.  HALL - DAY

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

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

                             AGENT JONES
              Remain at your posts.

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

                             AGENT JONES
              You will do as you are ordered!


    INT.  EXECUTIVE OFFICE - DAY

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

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

    He turns to the wall of windows as the helicopter drops
    INTO VIEW --

    Neo is in the back bay, aiming the mounted .50 machine
    gun.

                             AGENT SMITH
              No.

    The GUN jumps and BULLETS EXPLODE THROUGH the WINDOW in a
    CACOPHONY of CRASHING GLASS --

    As the Agents go for their weapons.

    But Neo is too close, the .50 caliber too fast and BULLETS
    are everywhere, PERFORATING the room.

    Agent Smith is hit first, his body jack-knifing back,
    blood arcing out with a sudden flash of light --

    Then Agent Brown, his GUN still FIRING as his body falls.

    And finally Agent Jones.

    Neo stares at Morpheus, trying to will him into action.

                             NEO
              Get up, Morpheus!  Get up!

    Neo grabs the climbing rope and attaches one end to his
    harness.


    INT.  HALL - DAY

    Just outside the executive office, three Marines blister
    with snow-static.


    INT.  EXECUTIVE OFFICE - DAY

    Slowly, Morpheus lifts his face into the room's rain.
    When he finally opens his eyes, they are again dark and
    flashing with fire.

    He rises from the chair, snapping his handcuffs just as
    the Agents enter the adjoining room.

    Agent Smith stops and sees Morpheus run past the open
    door.

                             AGENT SMITH
              Nooo!

    He FIRES SWEEPING ACROSS the sheetrocked WALL in a perfect
    line.

    For an instant, we see the BULLETS SHRED, PUNCTURING the
    WALL, searing through the wet air with jet trails of
    chalk.

    And as Morpheus starts his dive for the window, a bullet
    buries itself in his leg --

    Knocking him off balance.

                             NEO
              He won't make it.

    Morpheus lunges, out of control --

    As Neo spins, every move a whip crack, snapping the other
    rope-end on to a bolted bar as --

    Morpheus begins to fall, when Neo hurls himself into the
    wide blue empty space --

    Flying for a moment.

    The rope snaking out behind him; an umbilical cord
    attached to a machine.

    As their two bodies, set in motion, rushing at each other
    on a seemingly magnetic course until --

    They collide.

    Almost bouncing free of each other, arms, legs scrambling,
    hands searching in furious desperation, finding hold and
    clinging.

    Until the LINE ends, SNAPPING taut, cracking their fragile
    embrace.  Morpheus tumbles, legs flipping over, falling
    down --

    The ground deliriously distant --

    As Neo snatches hold of his mentor's still handcuffed
    wrist.

                             NEO
              Gotcha!


    INT.  MAIN DECK

    Tank stares at the screen, his mouth agape.

                             TANK
              He is the One.  He's gotta be... but
              why?  He's gotta be!


    EXT.  GOVERNMENT BUILDING

    Trinity is already pulling the copter up and away.

    Anger boils up into Agent Smith and he points his gun,
    targeting the helicopter.  He'll bring them all down.

    The helicopter crabs through the canyon of skyscrapers and
    just as Agent Smith FIRES --

    It disappears behind a building, Agent Smith's BULLETS
    FRACTURING the huge PANES of skyscraper GLASS.

                             AGENT SMITH
              Find them!  Track them!


    EXT.  ROOFTOP - DAY

    The helicopter touches down on the skyscraper in a swirl
    of dust and gravel.  Neo has an arm around Morpheus,
    holding him up.

                             TRINITY
              Morpheus!

    She runs at him, slamming her arms around him.

                             MORPHEUS
              Do you believe it now, Trinity?

    Trinity looks at Neo.

                             NEO
              Morpheus, the Oracle... she told
              me --

                             MORPHEUS
              She told you exactly what you needed
              to hear.  That's all.  Sooner or
              later, Neo, you're going to realize
              just like I did the difference
              between knowing the path and walking
              the path.


    INT.  MAIN DECK

    The PHONE RINGS.

                             MORPHEUS (V.O.)
              Tank.

                             TANK
              Goddamn!  It's good to hear your
              voice, sir!

                             MORPHEUS (V.O.)
              We need an exit.

                             TANK
              Got one ready, sir.  Subway.  State
              and Balbo.

                             MORPHEUS (V.O.)
              We're on our way --


    EXT.  ROOFTOP - DAY

    We rush at the roof access door as it suddenly slams open
    and the three agents charge out.

    But Neo, Trinity and Morpheus are already gone.

                             AGENT SMITH
              Damnit!

                             AGENT BROWN
              The trace was completed.

                             AGENT JONES
              We have their position.

                             AGENT BROWN
              The extermination unit is in place.

                             AGENT JONES
              Order the strike.

    Agent Smith can't stand listening to them.  He moves to
    the edge of the building, looking out at the surrounding
    city.

                             AGENT SMITH
              They're not out yet.


    INT.  SUBWAY STATION - DAY

    An old man sits hunched in the far corner of the station,
    shadows gathered around him like blankets.  Mumbling, he
    nurses from a bottle of Thunderbird when --

    A PHONE begins to RING.

    Neo leads Trinity and Morpheus bounding over a set of
    turnstiles towards the ringing phone inside a graffiti-
    covered booth.

                             NEO
              Let's go!  You first, Morpheus.

    Morpheus gets in and answers the phone.

    Lost in the shadow, the Old Man watches as Morpheus
    disappears, the phone dropping, dangling by its cord.  His
    eyes grow wide, glowing white in the dark.


    EXT.  ROOFTOP - DAY

    Agent Smith stares, his face twisted with hate.  He will
    never be free of the Matrix.

    He starts to turn from the edge of the building when he
    suddenly hears it, his head whipping around, staring --


    INT.  SUBWAY - OLD MAN'S POV - DAY

    Through the Old Man's eyes as the world begins to RUMBLE.


    TRINITY

    hangs up the phone, then turns to Neo.

                             TRINITY
              Neo, I have to tell you something.
              I don't know what it means or even
              if it matters but I feel I have to
              say it.

    The RUMBLE GROWS, the ground beginning to shake.

                             TRINITY
              I've never told anyone this before.
              I think I've been afraid to.

    Behind her, the PHONE begins to RING.

                             TRINITY
              When I went to the Oracle, she told
              me... she told me that I would meet
              a man.  And that I would fall in
              love...

    The RUMBLE RISES, drowning her voice.  Neo is drawn
    towards her, their lips close enough to kiss when a TRAIN
    BLASTS into the station.

    For a moment, they are frozen by the strobing lights of
    the train until Neo whispers in her ear.

                             NEO
              Promise me you'll tell me the rest?

    She nods as he closes the booth.  The PHONE RINGS once
    more before she lifts the receiver when --

    In the darkness of the far corner, Neo sees the old man in
    the flashing train-light as he becomes --

    Agent Smith, raising a fistful of black gun-metal.

                             NEO
              No!

    The GUN FIRES, the BULLET flying at her, BURSTING through
    the PLASTIC WINDOW just as --

    Trinity disappears.

    The headset hanging in the air as the BULLET HITS,
    SHATTERING the EAR-PIECE.


    INT.  HOVERCRAFT

    Trinity blinks, shivering as her conscious exits the
    Construct.

                             TRINITY
              Neo!

                             TANK
              What the hell just happened?

                             TRINITY
              An Agent!  You have to send me back!

                             TANK
              I can't!


    INT.  SUBWAY STATION - DAY

    The destroyed phone dangles in the empty booth.  Neo turns
    to Agent Smith whose gun stares at him like a third eye.

                             AGENT SMITH
              Mr. Anderson.


    INT.  MAIN DECK

    Morpheus and Trinity stand behind Tank riveted to the
    scrolling code.

                             TRINITY
              Run, Neo.  Run.


    INT.  SUBWAY STATION - DAY

    Neo looks at the dead escalator that rises up behind him.
    Slowly he turns back and in his eyes we sees something
    different, something fixed and hard like a gunfighter's
    resolve.

    There is no past or future in these eyes.  There is only
    what is.


    INT.  MAIN DECK

    Trinity is unable to understand.

                             TRINITY
              What is he doing?

                             MORPHEUS
              He's beginning to believe.


    INT.  SUBWAY STATION - DAY

    Neo whip-draws his gun flashpoint speed of lightning as --

    Smith OPENS FIRE.

    GUN REPORT THUNDERS through the underground, both men
    BLASTING, moving at impossible speed.

    For a blinking moment we enter BULLET-TIME.

    Gun flash tongues curl from Neo's gun, bullets float
    forward like a plane moving across the sky, cartridges
    cartwheel into space.

    An instant later they are nearly on top of each other,
    rolling up out of a move that is almost a mirrored
    reflection of the other --

    Each jamming their gun tight to the other's head.

    They freeze in a kind of embrace; Neo sweating, panting,
    Agent Smith machine-calm.

    Agent Smith smiles.

                             AGENT SMITH
              You're empty.

    Neo pulls the TRIGGER.  CLICK.

                             NEO
              So are you.

    The smile falls.  Agent Smith yanks his TRIGGER.

    CLICK.

    Agent Smith's face warps with rage and he attacks, fists
    flying at furious speed, blows and counters, Neo
    retreating as --

    A knife-hand opens his forearm, and a kick sends him
    slamming back against a steel column.

    Stunned, he ducks just under a punch that CRUNCHES into
    the BEAM, STEEL CHUNKS EXPLODING like shrapnel.

    Behind him, Neo leaps into the air, delivering a neck-
    snapping reverse round-house.  Agent Smith's glasses fly
    off and he glares at Neo; his eyes ice blue.

                             AGENT SMITH
              I'm going to enjoy watching you die,
              Mr. Anderson.

    Agent Smith attacks with unrelenting fury, fists pounding
    Neo like jackhammers.


    INT.  HOVERCRAFT

    Trinity watches Neo as his body jerks, mouth coughing
    blood, his LIFE SIGNS GOING WILD.

                             TRINITY
              Jesus, he's killing him!


    INT.  SUBWAY STATION - DAY

    Agent Smith grabs hold of him, lifting him into the air,
    hurling him against the curved wall of the train tunnel,
    where he falls inches from the electrified third-rail.

    The Agent is about to jump down and press his attack when
    he hears something.  From deep in the tunnel, like an
    animal cry; a BURST of HIGH-SPEED METAL GRINDING against
    METAL.

    The sound of an ON-COMING TRAIN.

    Neo tries to get up.  Agent Smith jumps down onto the
    tracks and drop-kicks him in the face.

    The world again begins to shake, RUMBLING as the TRAIN
    NEARS.

                             AGENT SMITH
              Do you hear that, Mr. Anderson?

    Agent Smith grabs Neo in a choke-hold forcing him to look
    down the tracks, the train's headlight burning a hole in
    the darkness.

                             AGENT SMITH
              That is the sound of inevitability.

    Neo sees it coming and he starts to fight.

                             AGENT SMITH
              It is the sound of your death.

    There is another METAL SCREECH, much LOUDER, CLOSER, as
    Agent Smith tightens his hold.  Neo is unable to breathe.

                             AGENT SMITH
              Good-bye, Mr. Anderson.

    The TRAIN ROARS at them, swallowing Agent Smith's words.
    The veins bulge in Neo's head, as he grits through the
    pain.

    He is not ready to die.

                             NEO
              My name is Neo.

    Impossibly, he hurls himself straight up, smashing Smith
    against the concrete ceiling of the tunnel.

    They fall as the sound and fury of the TRAIN EXPLODES into
    the station.

    Neo backflips up off the tracks just as --

    The train barrels over Agent Smith.

    Neo stands, knees shaking, when the train slams on its
    emergency brake.  With an ear-splitting SHRIEK of tortured
    rails, the TRAIN slows, part of it still in the station.

    Neo turns, limping, starting to run, racing for the
    escalator --

    As the train comes to a stop and the doors of the last car
    open; Agent Smith bursts out in furious pursuit, his
    glasses again intact.


    INT.  HOVERCRAFT

    Tank searches the Matrix.

                             TRINITY
              What just happened?

                             TANK
              I don't know.  I lost him.

                             MORPHEUS
              He's on the run --

    Suddenly, a SIREN sounds.

                             TANK
              Oh shit!

    Morpheus bolts to the ladder.


    INT.  COCKPIT

    Morpheus climbs into the cockpit.  On the hologram radar,
    he sees the Sentinels.

                             TRINITY
              Oh no.

    Trinity is behind him.

                             TRINITY
              How long?

                             MORPHEUS
              Five minutes.  Maybe six.

    Morpheus lifts the headset.

                             MORPHEUS
              Tank, charge the E.M.P.

                             TANK (V.O.)
              Yes, sir.

                             TRINITY
              You can't use that until Neo is out!

                             MORPHEUS
              I know, Trinity.  Don't worry.  He's
              going to make it.


    EXT.  CITY STREET - DAY

    A BUSINESSMAN walks along the sidewalk, wheeling and
    dealing into his cell phone when it disappears, snatched
    by Neo as he flashes by.

                             MAN
              What the shit -- My phone!

    The Man turns to call for help and when he turns back, it
    is Agent Smith.

    Neo is in a full out sprint, spinning and weaving away
    from every pedestrian, every potential Agent.

    He flips open the cell phone and dials long distance.


    INT.  HOVERCRAFT

    Tank answers.

                             TANK
              Operator.

                             NEO (V.O.)
              Mr. Wizard, get me the fuck out of
              here!


    EXT.  CITY STREET - DAY

    A pickup truck swerves onto the sidewalk behind him,
    driven by Agent Jones.

                             NEO
              Hurry, Tank!  I got some serious
              pursuit!

    Neo dodges down an alley.


    INT.  HOVERCRAFT

    The KEYBOARD CLICKING, Tank searches for an exit.  Trinity
    screams into the headset.

                             TRINITY
              Neo, you better get your ass back
              here!


    EXT.  ALLEY

    Neo burns down the alley, the pickup fishtailing behind
    him, gaining fast.

                             NEO
              I'm trying, Trinity.  I'm trying.

    He runs, feet digging, legs pumping and just before the
    truck buries him --

    He dives into a gangway at the last second.


    INT.  MAIN DECK

    Tank speed-reads the reams of Matrix code.

                             TANK
              I got a patch on an old exit.
              Wabash and Lake.  A hotel.  Room
              303.


    EXT.  CITY STREET

    Neo springs from the gangway, head swiveling in all
    directions.

                             NEO
              Which way?  Which way?

                             TANK (V.O.)
              Duck!

    He ducks as a SWARM of BULLETS CHEW into the BRICK WALL
    behind him and spring full bore down the street, Agent
    Smith right behind him.

                             TANK (V.O.)
              Go straight!

    Neo hauls ass, juking, ducking and diving, feet hardly
    touching the ground.

                             TANK (V.O.)
              Watch for those Girl Scouts!

    Agent Jones emerges from a bus full of Girl Scouts that
    are unloading on his right.

    Neo veers left as Agent Brown rises from behind a
    newspaper up ahead.

                             TANK (V.O.)
              Left!  Take a left!

    He does, finding himself in an open market --

    That teems with people.

    Neo screams and kamikazes his way down the little avenues
    lined with vendors and shops.

    He careens through the labyrinth, out of control.  And at
    every turn there is an Agent; appearing from crowds,
    behind fish counters, tent flaps, and crates.

    Neo spins.  He can't shake them.  They are everywhere.

    He dives from the maze down a service alley.


    INT.  MAIN DECK

    Tank reaches out to the monitor.

                             TANK
              No!  Not down there!


    EXT.  ALLEY

    It is a dead end.

    Neo turns back as the Agents emerge from the market.

                             NEO
              Uh, help!  Need a little help!


    INT.  MAIN DECK

    Tank frantically scans the monitor like a road map.

                             TANK
              That door on your left.


    EXT.  ALLEY

    Neo dives for it but --

                             NEO
              It's locked.

                             TANK (V.O.)
              Kick it in!  Kick it in!

    Peeling back, Neo almost kicks the door from its hinges,
    lunging from the Agents' BULLETS.


    INT.  APARTMENT BUILDING

    Neo springs up the old crooked apartment building stairs.

                             TANK (V.O.)
              Now down that hall.

    He is halfway down the hall, running in sharp long strides
    when a DOOR EXPLODES open at the end.

                             TANK
              Shit!  The door on your left.

    Neo lurches, kicking in an apartment door.

                             TANK
              No!  Other left!

    He whirls back to his other left, battering through the
    DOOR which SPLINTERS, PERFORATED by BULLETS.

    Tank barks directions in Neo's ear, guiding him zigzag
    through the apartment.

                             TANK (V.O.)
              Right!  Straight, then right!

    An old woman watches TV as Neo blurs past her and into her
    kitchen, where another woman is chopping vegetables.

                             TANK (V.O.)
              That window!

    Neo throws it open, leaping for the fire escape just as a
    knife buries itself in the window casing.

                             TANK
              Down!  Down!

    Tumbling down the RATTLING FIRE ESCAPE, Neo leaps the last
    ten feet into the alley below with Agent Brown right
    behind him.


    INT.  MAIN DECK

    Finger on the monitor, Tank traces Neo's path.

                             TANK
              That's it!  You're almost there!
              That fire escape at the end of the
              alley!


    EXT.  ALLEY

    Neo scrapes himself to his feet, broken and bleeding,
    charging for the end of the alley.

    Agent Smith suddenly pauses as if recognizing something;
    the faded NEON BUZZES:  Chase Hotel.


    INT.  HOVERCRAFT

    Tank loads the exit.

                             TANK
              I'm going to make the call.

                             MORPHEUS
              Do it!

    Suddenly, the lights go red.

                             TRINITY
              No.

    Morpheus looks up.

                             MORPHEUS
              Here they come.


    EXT.  SEWER MAIN

    The Sentinels open and shift like killer kaleidoscopes as
    they attack, slamming down onto the Nebuchadnezzar.


    INT.  HOVERCRAFT

    The hovercraft booms down as they hit.  Morpheus opens the
    lock on the EMP detonator.

    Trinity watches him.

                             MORPHEUS
              He's going to make it.


    EXT.  ALLEY - DAY

    Neo scrambles up the fire escape as BULLETS spark and
    RICOCHET around him.

    On the third floor, he kicks in the window, jumping into
    the hall.  The doors count backwards:  310... 309...


    INT.  MAIN DECK

    Another systems ALARM sounds.

                             TANK
              They've burned through the outer
              shields.

                             TRINITY
              Hurry, Neo.


    INT.  HALL - DAY

    Neo can hear the PHONE RINGING.

    305... 304...

    Agent Brown reaches the broken window behind him just as
    Neo grabs the handle to 303, throwing open the door to
    find --

    Agent Smith, waiting, .45 cocked.

    Neo can't move -- can't think --

    BOOM.


    INT.  MAIN DECK

    Neo's body jerks, and everyone hears it as the LIFE
    MONITORS SNAP FLATLINE.

    Trinity screams.  Morpheus stumbles back in disbelief.

                             MORPHEUS
              No, it can't be.  It can't be.

    LASERS suddenly SEAR through the main deck as the
    Sentinels slice open the hull.


    INT.  HALL - DAY

    Three holes in his chest, Neo falls to the blue shag
    carpeting, blood smearing down the wall paper.  Agent
    Smith stands over him, still aiming, taking no chances.

                             AGENT SMITH
              Check him.


    INT.  MAIN DECK

    Amid the destruction raining around her, Trinity takes
    hold of Neo's body.

                             TRINITY
              Neo...


    INT.  HALL - DAY

    Kneeling beside him, Agent Brown checks his vital signs.

                             AGENT BROWN
              He's gone.

    Agent Smith smiles, standing over him.

                             AGENT SMITH
              Good-bye, Mr. Anderson.


    INT.  MAIN DECK

    In tears, Morpheus takes hold of the EMP switch.

    Trinity whispers in Neo's ear.

                             TRINITY
              Neo, please, listen to me.  I
              promised to tell you the rest.  The
              Oracle, she told me that I'd fall in
              love and that man, the man I loved
              would be the One.  You see?  You
              can't be dead, Neo, you can't be
              because I love you.  You hear me?  I
              love you!

    Her eyes close and she kisses him, believing in all her
    heart that he will feel her lips and know that they speak
    the truth.


    INT.  HOTEL HALL - DAY

    He does.  And they do.

    His eyes snap open.


    INT.  MAIN DECK

    Trinity screams as the MONITORS JUMP back to LIFE.  Tank
    and Morpheus look at each other.

    It is a miracle.

                             TRINITY
              Now get up!


    INT.  HALL - DAY

    Holding his chest, Neo struggles to get up.  At the end of
    the hall, the Agents wait for the elevator when Agent
    Smith glances back.  He rips off his sunglasses looking at
    Neo as if he were looking at a ghost.

    Neo gets to his feet, all three Agents grabbing for their
    GUNS.  As one, they FIRE.

                             NEO
              No!

    Neo raises his hands and the bullets, like a cloud of
    obedient bees, slow and come to a stop.  They hang frozen
    in space, fixed like stainless steel stars.

    The Agents are unable to absorb what they are seeing.

    Neo plucks one of the bullets from the air.  We see him
    and the hall reflected in the bright casing.  We MOVE
    CLOSER until the bullet FILLS our VISION and the distorted
    reflection morphs, becoming the "real" image.

    He drops the bullet and the others fall to the floor.

    Neo looks out, now able to see through the curtain of the
    Matrix.  For a moment, the walls, the floor, even the
    Agents become a rushing stream of code.


    INT.  MAIN DECK

    All three stare transfixed with awe as the scrolling code
    accelerates, faster and faster, as if the machine language
    was unable to keep up or perhaps describe what is
    happening.

    They begin to blur with brilliant saturated color images
    of Neo standing in the hall.

                             TANK
              How...?!

                             MORPHEUS
              He is the One.  He is the One!

    An EXPLOSION shakes the entire ship.


    INT.  HALL

    Agent Smith screams, his calm machine-like expression
    shredding with pure rage.

    He rushes Neo.  His attack is ferocious but Neo blocks
    each blow easily.  Then with one quick strike to the chest
    he sends Agent Smith flying backwards.

    For the first time since their inception, the Agents know
    fear.

    Agent Smith gets up and attacks again but as he lunges,
    Neo disappears.

    Spinning around he looks to the others and feels
    something, like a tremor before a quake, something deep,
    something that is going to change everything.

    Suddenly a SEARING sound stabs through his earpiece as his
    chest begins to swell, then balloon as --

    Neo bursts up out of him.  Agent Smith screams, fighting
    what seems inevitable as Neo absorbs and envelops him,
    overtaking Smith as if he were now an Agent, until --

    Only Neo is left.

    Neo faces the remaining Agents.  They look at each other,
    the same idea striking simultaneously --

    They run.


    INT.  MAIN DECK

    Sentinels are everywhere destroying the ship.  A LASER
    cuts its way towards Morpheus who stands at the EMP
    detonator.

                             TRINITY
              Neo!


    INT.  HALL

    Again he hears her.  He reacts to the RINGING PHONE,
    rushing towards it even as --


    INT.  MAIN DECK

    The LASERS burn towards Morpheus.  On the screen we see
    Neo dive for the phone as --

    The LASER HITS.

                             TRINITY
              Now!

    Morpheus turns the key.


    INT.  OVERFLOW PIT

    A blinding shock of white light floods the chamber;
    Sentinels blink and fall instantly dead, filling the pit
    with their cold metal carcasses.


    INT.  HOVERCRAFT

    In the still darkness, only the humans are alive.

                             TRINITY
              Neo?

    His eyes open.  Tears pour from her smiling eyes as he
    reaches up to touch her.

    And she kisses him; it seems like it might last forever.

                                                FADE TO BLACK.

    FADE IN:

    CLOSE ON COMPUTER SCREEN

    as in the opening.  The cursor beating steadily, waiting.

    A PHONE begins to RING.

    It is answered and the screen fills instantly with the
    trace program.  After a long beat, we recognize Neo's
    voice.

                             NEO (V.O.)
              Hi.  It's me.  I know you're out
              there.  I can feel you now.

    We CLOSE IN ON the racing columns of numbers shimmering
    across the screen.

                             NEO (V.O.)
              I imagine you can also feel me.

    We DIVE THROUGH the numbers, SURGING UP THROUGH the
    darkness, SUCKED TOWARDS a tight constellation of stars.

                             NEO (V.O.)
              I know you're real proud of this
              world you've built, the way it
              works, all the nice little rules and
              such, but I've got some bad news.

    We realize that the constellation is actually the holes in
    the mouthpiece of a phone.  Seen from inside.

                             NEO (V.O.)
              I've decided to make a few changes.

    We SHOOT THROUGH the holes as Neo hangs up the phone.

    He steps out of the phone booth and slides on a pair of
    sunglasses.  He looks up and we RISE.

    HIGHER...

    ... and HIGHER, until the city is miles below.

    After a moment, Neo BLASTS BY us, his long black coat
    billowing like a black leather cape as he flies faster
    then a speeding bullet.

                                                FADE OUT.

                             THE END

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