Sattelite of Fans presents....


For the newbie: a MiSTing is a running commentary on a popular work. This particular MiSTing features long-established characters in the FANS series... you may want to start here if you're new to the series.

(A few days later...)

(RIKK and KATHERINE are talking by telephone. Rikk is outside a movie theater in Kentucky, Katherine is in a greasy-spoon diner in Oklahoma.)

KATHERINE: sure you don't want to meet out west? A lot of nothing out here...

RIKK: Too wide open. And too obvious. The people after us are expecting us to group together, stay out of sight. That's why we're in disguise at this cineplex, taking in The Matrix for the umpty-leventh time.

KATHERINE: Sure that's a good idea?

RIKK: No. But Will's disguised us pretty well... though I don't like this nose-pinching mustache.

KATHERINE: I know. I'm wearing pigtails again.

RIKK: Ouch.

KATHERINE: I actually meant the choice of movie. Will and Tim are gonna talk all the way through it. And Alisin doesn't like it, so she'll talk too... and even Rumy...

RIKK: I want that. I want an outlet for some of the tension in the group. And we need something to remind us of the freedoms we're fighting for. The Matrix is a cultural symbol for what we're up against...

KATHERINE: And if an agent hears you in there?

RIKK: If there's one thing we learned when Will shot me, it's that too much fear and caution is as bad as too little. (sigh) He'd be whipping himself with birch rods right now if I'd let him. I never knew he was so afraid of mind control.

KATHERINE: ...Yeah. Me neither.

(Awkward pause. Inside the theater, the "FEATURE PRESENTATION" music starts.)

RIKK: I better go.


(Rikk enters the theater. TIM and ALISIN, he notices ruefully, are the only two sitting together, with RUMY and WILL taking opposite ends of the row. He sits next to Tim and hopes for the best as the "evil-colored" Warner Brothers logo fades in.)



So close it has no boundaries.

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

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

Cypher: Yeah.
Trinity: Is everything in place?
Cypher: You weren't supposed to relieve me.

WILL: "In fact, you were supposed to irritate me, and you're doing a great job. Keep it up."

The entire screen fills with racing columns of numbers. Shimmering like green-electric rivets, they rush at a 10-digit phone number in the top corner. Numbers begin to fall into place...

Trinity: I know, but I want to take your shift.
Cypher: You like him, don't you? You like watching him.

TIM: "Yeah, something about guys who spend their entire day starin' at a screen an' workin' on carpal tunnel syndrome just gets me damp."

Trinity: Don't be ridiculous.
Cypher: We're going to kill him, do you understand that?

Trinity: Morpheus believes he is the one.
Cypher: Do you?
Trinity: It doesn't matter what I believe.

WILL: "What's important is that we represent individual freedom on Earth. Next to that, what do my puny little thoughts matter?"

RIKK (thinks to himself): This isn't working.

Cypher: You don't, do you?
Trinity: Did you hear that?
Cypher: Hear what?

WILL: That thudding sound! Is it the symbolism or the plot?

Trinity: Are you sure this line is clean?

TIM: "I just spit-cleaned it this morning!"

Cypher: Yeah, of course I'm sure.
Trinity: I better go.

ALISIN: "I hate 'clean' lines. Where's a good dirty joke site?"


She hangs up as we PASS THROUGH the numbers, moving impossibly close to the computer screen. Fade to black...


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

WILL: -- summer camp.

TIM: -- Bolivia.

RIKK: -- a theater.

ALISIN: -- a state a' total boredom.

RIKK: ...Rumy?

RUMY: (Sigh...) -- fashionable clothes.


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.

TIM: Hey, maybe we should shack up THERE tonight, Rikk. Looks just like where we're stayin' now, only they got an Internet connection.

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

WILL: But ha, HA, Trinity's outsmarted the symbolists and is hiding in room 202!

The biggest of them violently kicks in the door --

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

ALISIN: Ooh, yeah, thrust those guns, baby... (yawn)

Big Cop: Freeze! Police!

The room is almost devoid of furniture. There is a fold-up table and chair with a phone, a modern, 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.

ALISIN: Who everybody just ASSUMES is everythin', anythin', be-all AND end-all of the Goth movement wrapped up inta one nice, neat, incredibly dull an' sleepy-actin' character, just because their li'l minds can't handle us t'BEGIN with. Free y'r mind an' be blind t' colorlessness.

Cop: Hands on your head. Do it. Do it now.

Trinity rises. She slowly puts her hands behind her head.

TIM: But he didn' say "Simon says!"


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

WILL: Clinton just can't stay out of the spotlight for a minute, can he?

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, its cord coiling back into their shirt collars.

RIKK: Nnn.

RUMY: How can they see?

Agent Smith: Lieutenant...

Lieutenant: Oh shit.

WILL: "Line?"

Agent Smith: Lieutenant, you were given specific orders.

Lieutenant: Hey, I'm just doing my job. You give me juris-my-diction crap, you can cram it up your ass.

TIM: Potty mouth! POTTY MOUTH!

Agent Smith: The orders were for your protection.

Lieutenant: I think we can handle one little girl.

TIM: Am I the only one a li'l creeped OUT by the way the cop laughs when he calls her a "little girl?"


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

RIKK: By describing George W. Bush's tax plan to her.

WILL: Hey, that's a pretty good political joke.

RIKK (thinks to himself): That's my only political joke.

Agent Smith: No, Lieutenant, your men are dead.


Quick, creepy fight scene which is already being imitated everywhere. Long story short: Trinity kills the four cops in about fifteen seconds.

Trinity: Shit.

TIM: Why is this movie so fecal? Wouldn't these machines be more disguistin' than human waste, an' therefore provoke new, creative, machine-related cusswords?

WILL: Tim Mitts, linguist of obscenity.

TIM: An' a cunning linguist I am.

RIKK: He got the idea from Shadowgun.

ALISIN: *Much* more imaginative derivative crap.


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


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

WILL: "911. If you are being murdered, press 1. If you are murdering someone, press 2..."

Trinity: Morpheus, the line was traced, I don't know how.
Morpheus: I know, they cut the hard line. There's no time, you're going to have to get to another exit.
Trinity: Are there any agents?

RIKK: Nnn...

TIM: (sings) You're in good hands with Allstate!

Morpheus: Yes.
Trinity: Goddammit.
Morpheus: You have to focus, Trinity. There's a phone at Wells and Lake. You can make it.

WILL: "I mean Lake ERIE."

Trinity: All right.
Morpheus: Go.


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


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

WILL: Or she could run alongside the outer wall... or crunch through the floors and keep crunching till she reaches the subway... but hey, don't let me spoil the ILLUSION of being cornered...


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.

ALISIN: "She's got legs... she knows how to use 'em..."

Agent Brown, however, has the same unnatural grace.

RIKK: "Amazing Grace... how sweet the sound..."

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: That's impossible!

RIKK: Thanks for pointing that OUT. It's good motivation.

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

Trinity makes one more jump --

The whole world seems to spin on its axis --

WILL: Doesn't the world always spin on its axis?

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.

Trinity tries to move. Everything hurts.

WILL: "Everybody huuuurts... sometimes..."

Trinity: Get up, Trinity. (in another voice) Just get up. (in a firmer voice) Get up.

RUMY: Do they call her Trinity because she has three personalities?

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.

TIM: Where Superman is halfway out of his--

RUMY: NO Superman jokes.

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

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


Trinity sees the headlights on 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.

ALISIN: "Oh, hi, Mom! Can I call y'back?"

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

Barreling through the booth, bulldozing it into a brick wall, smashing it to Plexiglas pulp.

WILL: I get the impression these screenwriters really, REALLY like their jobs.

After a moment, a black loafer steps down from the cab of the garbage truck. Agent Smith inspects the wreckage.

There is no body. Trinity is gone.

His jaw sets as he grinds his molars in frustration.

AGENT JONES and AGENT BROWN walk up behind him.

RUMY: Agent...

RIKK: NNN! I know.

Agent Brown: She got out.
Agent Smith: It doesn't matter.
Agent Jones: The informant is real.
Agent Smith: Yes.

WILL: "Good, cause I was worried we might have stooped to pumping hallucinations into OURSELVES."

Agent Jones: We have the name of their next target.
Agent Brown: The name is Neo.
Agent Smith: We'll need a search running.

TIM: Oh, God, Google's turned evil!

Agent Jones: It has already begun.

TIM: "473 results found. Sponsored Link: Neo-Tokyo Earthquake Insurance."

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 the darkness that becomes --

WILL: "AT&T. To complete this scene transition, enter your credit card number or calling card number now."


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 lies open like an autopsied corpse.

TIM: (Sniff) GOD, I miss my dorm room...

Sleeping in a bunk is... NEO, a younger man who knows more about living inside a computer than living outside one. His computer begins, spontaneously, to type a few words...

TIM: "Abort, Retry, Fail, Just Generally Suck?"

Wake up Neo...

The Matrix has you...

Neo slowly wakes.

Neo: What? What the hell?...

ALISIN: "That wake-up message was supposed t'be Jennifer Lopez talkin' dirty!"

Follow the white rabbit...

Neo: Follow the white rabbit?...

WILL: You know, if the CyberMessiah is this suggestible, I hate to think about the guys they REJECTED for the job.

Knock, knock.

RIKK: "Who's there?"

A chill runs down his spine and when someone KNOCKS on his door he almost jumps out of his chair.

He looks at the door, then back at the computer but the message is gone.

He shakes his head, not completely sure what happened.

Again, someone knocks.

RIKK: "Knock knock who?"

Cautiously, Neo approaches the door.

Neo: Who is it?
Choi: It's Choi.

RIKK: "Choi who?"

RUMY: "Choi Yun-Fat. I'm looking for pencil-necked, out-of-shape Hollywood actors to turn into kung fu stars..."

RIKK: Rumy?

RUMY: Sorry, I'm still feeling a bit... undiplomatic.

Neo opens the door a crack, keeping the chain lock in place. CHOI is on the other side, with his girlfriend DUJOUR and two others.

RUMY: His girlfriend's name is actually "DuJour?" (sniff)

ALISIN: Yeah, Acme Dispos-A-Girlfriend. Been there...

Neo: Yeah. Yeah. You're two hours late.
Choi: I know; it's her fault.

ALISIN: She had to be sittin' there lookin' hot when I wanted some. Bitch.

RUMY (smiles quietly)

WILL (feels a chill descending on the room)

Neo: Got the money?
Choi: Two grand.

He gives Neo the money. Neo closes the door, puts the money in a safebox, and takes out a disk. Opens the door and gives the disk to Choi.

RIKK: As they said in Superman, "Not that I don't trust you... but I don't trust you."

Neo: Hold on.
Choi: Hallelujah. You're my savior, man. My own personal Jesus Christ.


ALISIN: (a la Depeche Mode) Your own... personal... Jesus...

Neo: You get caught using that...
Choi: Yeah, I know. This never happened. You don't exist.


ALISIN: If only...

Neo: Right.
Choi: Something wrong, man? You look a little whiter than usual.

ALISIN: "'Course, you always were one of the whiter white guys. My advice? Stop singin' Motown, y'r not impressin' anyone."

Neo: My computer, it... You ever have that feeling where you're not sure if you're awake or still dreaming?
Choi: Mm, all the time. It's called Mescaline. It's the only way to fly. Hey, it just sounds to me like you need to unplug, man. You know, get some R and R.

RIKK: "Rice and Roni."

Choi: What do you think, DuJour? Shall we take him with us?
DuJour: Definitely.
Neo: I can't, I have work tomorrow.
DuJour: Come on, It'll be fun. I promise.

TIM: "For a good time, call..."

He looks up at her and suddenly notices, tattooed on her shoulder--

A small white rabbit.

WILL: At least they didn't say, "Follow the yellow brick road."

Neo: Yeah, sure, I'll go.


An older Chicago 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.

WILL: Except without the cubs or the fresh kills or the ability to stand up without swaying.

ALISIN: Ehhh, it's not so bad, this scene. Brings back memories...

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

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

Trinity: Hello, Neo.
Neo: How do you know that name?

WILL: "Well, I'm terrible with names, but I noticed yours was an anagram for 'One,' and don't ask me why, but that helped me remember."

Trinity: I know a lot about you.
Neo: Who are you?
Trinity: My name is Trinity.

RIKK: "And my other two names are also Trinity."

Neo: Trinity. The Trinity? That cracked the IRS database?
Trinity: That was a long time ago.
Neo: Jesus.

WILL: "No, no, I'm John the Baptist. YOU'RE Jesus."

RIKK (squirms)

Trinity: What?
Neo: I just thought, were a guy.

TIM: He's so disappointed.

Trinity: Most guys do.
Neo: That was you on my computer. How did you do that?

ALISIN: "Well, first I touched the W key, and then..."

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

Trinity: Right now all I can tell you is that you're in danger. I brought you here to warn you.
Neo: Of what?

ALISIN: "Of what'll happen if y'don't stop stalkin' me in the chat rooms."

Trinity: They're watching you, Neo.
Neo: Who is?

WILL: Mouth-breathing mundanes who think this is real science fiction.

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

Trinity: Please just listen. I know why you're here, Neo. I know what you've been doing. I know why you hardly sleep, why you live alone, and why night after night you sit at your computer.

WILL: "Because you're such a geek you make US feel mundane."

Trinity: You're looking for him.


ALISIN: "Hint: He's outside."

Trinity: I know, because I was once looking for the same thing. And when he found me, he told me I wasn't really looking for him. I was looking for an answer. It's the question that drives us mad.


Trinity: It's the question that brought you here. You know the question just as I did.
Neo: What is the Matrix?

TIM: No, that's the URL. The question is, "What do you get when you multiply..."

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

WILL: Heaven's Gate meets The X-Files.

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


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

9:15 A.M.

TIM: Which spells "sig" upside down.

Neo: Oh shit. Oh shit shit.

TIM: There goes the G rating.


The downtown office of METACORTEX, a software development


WILL: Subtle.


The main offices are along each wall, the windows overlooking downtown Chicago.

RHINEHEART, the ultimate company man, lectures Neo without looking at him.

WILL: "Ha, you thought you had it made, didn't you? You thought the dot-com boom would last forever and we'd have to pay you to play encrypted Tetris! Well, these companies are folding like ORIGAMI now, boy, but if WE go down, YOU'RE going to suffer for it! Now move into a smaller cubicle for no reason! HA HA HA!"

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

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

RIKK: "Now for the last time, put on the company bunny ears."

Mr. 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.

WILL: "At last count we had 4,678 problems. We're still working on this system."

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

TIM: "So, can I have yours?"


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

RUMY: What does a human honeycomb look like?

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

FedEx man: Thomas Anderson?
Neo: Yeah, that's me.

TIM: "Any relation to Gillian?"

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

FedEx man: Ok, great. 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.

WILL: "Have you ever had a phone call delivered to you... by mail? You will. And the company that'll bring it to you... AT & T."

Neo: Hello.
Morpheus: Hello, Neo. Do you know who this is?

RIKK (whispering): Regis Philbin!

Neo (whispering): Morpheus.

RUMY: The Sandman?

Morpheus: Yes. 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 you and I have run out of time. They're coming for you, Neo, and I don't know what they're going to do.

TIM: "They might even sing 'Happy Birthday' and give you cake and presents. I just don' know."

Neo: Who's coming for me?
Morpheus: Stand up and see for yourself.
Neo: What, right now?

WILL: "No, AFTER they grab you and push you onto the desk."

Morpheus: Yes, now.

Neo starts to stand.

Morpheus: Do it slowly. The elevator.

ALISIN: "Duh, y'want me t' do the elevator slowly?"

His head slowly peeks up over the partition. At the elevator, he sees Agent Brown and Agent Jones. A female employee turns and points out Neo's cubicle. Neo ducks.

Neo: Oh shit.

Morpheus: Yes.

TIM (Pee Wee Herman): Today's secret word is SHIT! When you hear the secret word...

RIKK, WILL & ALISIN: Scream real loud!


The agents are moving quickly towards the cubicle.

Neo: What the hell do they want from me?

ALISIN: Y'r endless charm an' sex appeal. (snort)

Morpheus: I don't know, but if you don't want to find out I suggest you get out of there.
Neo: How?
Morpheus: I can guide you but you must do exactly as I say.

TIM: Slavery is freedom!

WILL: Ignorance is strength!

RIKK (joining in just to join in): I love Big Brother!

Neo: Ok.
Morpheus: The cubicle across from you is empty.

RIKK: "Dilbert called in sick today."

Neo: What if they...
Morpheus: 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.

TIM: Hey, this reminds me a' Patrick Naughton.

Morpheus: Stay here for just a moment. When I tell you, go to the end of the row, to the office at the end of the hall. Stay as low as you can.

Morpheus: Go, now.

TIM: " Stop! Go! Stop! Go! Stop! Go! Stop! Go! Stop! Go! Stop! Go!"

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

RUMY: But he was supposed to go when Morpheus said. He doesn't pay much attention, does he?

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

The room is empty.

Morpheus: Good. Now, outside there is a scaffold.
Neo: How do you know all this?

ALISIN: "Cause *I* memorize my lines, Mr. 'Whoa.'"

Morpheus: We don't have time, Neo. To your left there's a window. Go to it. Open it. You can use the scaffold to get to the roof.

Leaning out the window, he sees that the scaffold is

several offices away.

Neo: No way. No way. This is crazy.

ALISIN: Pfeh, you think THIS is crazy...

Morpheus: There are 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.
Neo: This is insane. Why is this happening to me? What did I do? I'm nobody....

RIKK: No, Odysseus is "Nobody."

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

The scaffold seems even farther away.


Neo: Shit...

ALL (except Rumy): Aaaggh!!

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: I can't do this.

ALISIN: Sure y' can! Just let go o' the wall!

RUMY: I would have expected you to like this.

ALISIN: Why, 'cause I wear black? This movie mixes th' "me so tormented" Goth with th' techno-Goth an' th' bad-existentialist-poet Goth. Tech Goths 're okay... but the other guys care WAY too much what other people think. Life's too short, y' know?


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.

ALL: Aaaaggh!!!


A wide angle view of a white room, where Neo is sitting at a table alone.

We MOVE INTO the monitor, ENTERING the room as if the monitor were a window.

At the same moment, the door opens and the agents enter.

TIM: Knock knock!

RIKK: Who's there?

TIM: Agent!

RIKK: Agent Who?

TIM: Agent Orange You Glad I Didn't Come Up With An Even Worse Pun?

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."

WILL: "Sorry, I'm Thomas *E.* Anderson."

RIKK: "Oh. You can go, then."

Agent Smith: As you can see, we've had our eye on you for some time now, Mr. Anderson.

TIM: "Give it back."

Agent Smith: It seems that you've been living two lives. In one life, you're 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 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. One of these lives has a future, and one of them does not.

WILL: "From now on, your landlady will have to carry out her own damn garbage."

Agent Smith: I'm going to be as forthcoming as I can be, Mr. Anderson. You're here because we need your help.

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

ALISIN: Ice-9?

Agent Smith: We know that you've been contacted by a certain individual, a man who calls himself Morpheus. Now whatever you think you know about this man is irrelevant. He is considered by many authorities to be the most dangerous man alive.

WILL: "He quadruple-parks."

He leans closer.

Agent Smith: My colleagues believe that I am wasting my time with you but I believe that you wish to do the right thing. We're willing to wipe the slate clean, give you a fresh start, and all that we're asking in return is your cooperation in bringing a known terrorist to justice.
Neo: Yeah. Wow, that sounds like a really good deal. But I think I got a better one. How about I give you the finger...

RIKK (as Smith, confused): But I already have ten...

He does.

Neo: ...and you give me my phone call.

RIKK: Um, okay. What's your number?

Agent Smith puts his glasses back on.

Agent Smith: Um, Mr. Anderson. You disappoint me.

ALISIN: Ha! He's been hearin' that his whole life!

Neo: You can't scare me with this Gestapo crap. I know my rights. I want my phone call.
Agent Smith: Tell me, Mr. Anderson, what good is a phone call if you're unable to speak?

RIKK: Well, I suppose Morse code could... hey, is this a leading question?

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 trace of his mouth is gone.


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

Agent Smith: You're 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, become an organic creature that resembles a hybrid of an insect and a fluke worm.

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

Before it begins to burrow its way in, tail thrashing as it worms its way inside.

TIM: "Be gentle. It's my first time in a navel."


Screaming, Neo bolts upright in bed.

WILL (sarcastic): "Gosh, it was all a dream!"

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 --


WILL: "It never fails. The phone always rings right when I'm being a loser."

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: This line is tapped, so I must be brief. They got to you first, but they've underestimated how important you are. If they knew what I know, you'd probably be dead.

ALISIN: Maybe he is. How would y' know?

Neo: What are you talking about. What...what is happening to me?
Morpheus: You are the one, Neo. You see you may have spent the last few years looking for me, but I've spent my entire life looking for you. Now do you still want to meet?

WILL: You're talking like a cross between a cultist and a stalker... sure!

ALISIN: Stalkers have their charms.


Neo: Yes.
Morpheus: Then go to the Adam Street Bridge.

WILL: "On the corner of Simon and Moses."


A limousine pulls up near Neo. The back door opens: one seat is empty, the other is occupied by Trinity.

Trinity: Get in.

Neo does. As soon as he gets in, SWITCH, in the front passenger seat, puts a gun to his head.

Neo: What the hell is this?

ALISIN: "It's a gun. You kill people with it."

WILL: "Dahhhh?"

Trinity: It's necessary, Neo. For our protection.
Neo: From what?

TIM: "From left-wing pinko fruits!"

Trinity: From you. Take off your shirt.
Neo: What?
Switch: Stop the car. Listen to me, Copper-top. We don't have time for twenty questions. Right now there's only one rule, our way or the highway.

RUMY: But... they're not on the highway.

WILL: That's what makes it a trick choice.

Neo: Fine.

Neo begins to get out.

Trinity: Please, Neo. You have to trust me.
Neo: Why?

RIKK: "Because I break computer systems for the thrill of it, just like you."

TIM: Hey, now...

RIKK: Oh, I didn't mean you, Tim. I'm sure you've only done it when there are principles involved.

TIM: ...Right.

Trinity: Because you have been down there, Neo. You know that road. You know exactly where it ends. And I know that's not where you want to be.

ALISIN: It's a really bad neighborhood. The dealers travel in pairs.

Neo makes his decision and shuts the door.

Trinity: Apoc, lights. Lie back, lift up your shirt.

Trinity pulls out an extremely diabolical-looking device and puts it to Neo's chest. Something begins to move in there.

Neo: What is that thing?
Trinity: We think you're bugged.... Try and relax.... Come on. Come on.
Switch: It's on the move.
Trinity: Shit.

ALL: Aaaggh!!!

Switch: You're going to lose it.
Trinity: No I'm not. Clear.

The device shoots electricity through him and the insect-worm leaps out of his navel and into containment. Neo screams.

ALISIN: Ahhhh...

Neo: Jesus Christ, that thing's real?

WILL: "You're Jesus, you tell us!"

RIKK: Actually, Jesus talked to himself quite often. In a sense.

They throw it out the car window. Deprived of its host, it quickly loses power.


It is a place of putrefying elegance, a rotting host of

urban maggotry.

TIM: "A wretched hive of scum and villainy."

Trinity leads Neo from the stairwell down the hall of the

thirteenth floor. They stop outside room 1313.

WILL: Then they walk under a ladder and buy Yahoo stock on margin.

Trinity: This is it. Let me give you one piece of advice. Be honest. He knows more than you can imagine.

ALISIN: *Everyone* knows more than he can 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.

He wears a long black coat and his eyes are invisible

behind circular mirrored glasses.

TIM: "I look so cool. I kiss the mirror every morning."

He strides to Neo and they shake hands.


Morpheus: At last. Welcome, Neo. As you no doubt have guessed, I am Morpheus.
Neo: It's an honor to meet you.
Morpheus: No, the honor is mine. Please, come. Sit down.


They sit in two facing chairs in front of a fireplace.

Morpheus: I imagine that right now you're feeling a bit like Alice, tumbling down the rabbit hole? Hm?

WILL: "Well, what with all the Lewis Carroll imagery you've been sending me--"

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. Ironically, this is not far from the truth. Do you believe in fate, Neo?

RIKK: "God, of course not!"

(Everyone looks at him.)

RIKK: Maybe you have to be religious to...

RUMY: Oh, I get it!

Neo: No.
Morpheus: Why not?
Neo: Because I don't like the idea that I'm not in control of my life.

WILL: "I like to think I'm a loser ON PURPOSE."

Morpheus: I know exactly what you mean. Let me tell you why you're here. You're here because you know something. What you know you can't explain. But you feel it. You've felt it your entire life. That there's something wrong with the world.

WILL: Isn't he describing the way psychotics are supposed to feel?

Morpheus: You don't know what it is but it's there, like a splinter in your mind driving you mad. It is this feeling that has brought you to me. Do you know what I'm talking about?

Neo locks at his eyes but only sees a reflection of


WILL: "Whoa. I need makeup."

Neo: The Matrix?
Morpheus: Do you want to know what it is?

TIM: "Nah, I just really like wastin' people's time."

Neo nods.

Morpheus: The Matrix is everywhere. It is all around us, even now in this very room. You can see it when you look out your window or when you turn on your television. You can feel it when you go to work, when you go to church, when you pay your taxes. It is the world that has been pulled over your eyes to blind you from the truth.
Neo: What truth?

WILL: "My truth."

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

WILL: "In your case, more of a birdcage."

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

Morpheus holds out his hands. In each hand is a pill, one blue, one red.

Morpheus: This is your last chance. After this there is no turning back. You take the blue pill, the story ends, you wake up in your bed and believe whatever you want to believe. You take the red pill, you stay in Wonderland, and I show you how deep the rabbit hole goes.

ALISIN: It's pretty deep, all right....

Neo reaches for the red pill.

Morpheus: Remember, all I'm offering is the truth, nothing more.

WILL: "Well, all right, you talked me into it. Act now, and I'll throw in a crock of pseudo-religious bullhockey for only $29.95!"

Neo takes it.

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.

RUMY: A hacker named for Asia-Pacific Wireless and Optical Communications?

Morpheus: Apoc, are we online?
Apoc: Almost.

TIM: "Damned AOL. When the computers took over, they made it a monopoly because they hate us."

He and Cypher are working quickly, hardwiring a complex

system of monitors, modules and drives.

Morpheus: Time is always against us. Please, take a seat there.

In the center of the room sits a chair. Near the chair

is an old oval dressing mirror that is cracked. Neo sits

and looks up to Trinity for reassurance.

Neo: You did all this?

ALISIN: "Yeah, but I made it look easy."

Trinity: Uh-huh.
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?

WILL: What part don't you understand? They just said they have to disrupt your signal so they can find you easier!

TIM: Maybe if they disrupt his signal, he'll stand out because every other guy has a signal that always works perfectly all the time.

WILL: Maybe the evil FIB-looking guys won't notice that.

Cypher: It means buckle your seat belt, Dorothy, because Kansas is going bye-bye.

WILL: Mixing motifs. Our first clue that he's evil.

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: Did you...

Cypher works with Apoc checking reams of phosphorescent

data. Trinity monitors Neo's electric vital signs.

ALISIN: No brainwave activity...

RUMY: As unkindly as I feel toward "romantic" leads right now, don't you think you're being a little...


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.

RIKK: Ah, those nostalgic childhood memories of getting salt-water taffy stuck to my fingertips...

WILL: ...and then drowning in a CGI effect.

RIKK: Those were the days.

Morpheus: Have you ever had a dream, Neo, that you were so sure was real? What if you were unable to wake from that dream? How would you know the difference between the dream world and the real world?

Neo pulls his hand free, but the mirror effect remains. It spreads, slowly at first...

Neo: This can't be...
Morpheus: Be what? Be real?

TIM: "Gotcha!"

The mirror starts spreading over his entire skin, reaching up to cover his face...

Trinity: It's going into replication.

TIM: Is this how baby replicants are made?

Morpheus: Apoc?
Apoc: Still nothing.
Neo: It's cold. It's cold.
Morpheus: Tank, we're going to need a signal soon.

RIKK: "Tank, put down those signal flags!"

Trinity: We've got fibrillation.
Morpheus: Apoc, location.

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.

ALISIN: Mirror, mirror, on the pall...

Apoc: Targeting, almost there.
Trinity: He's going into arrest.

RIKK: "Again? I thought we just got him out of there!"

Apoc: Lock. I've got him.
Morpheus: Now, Tank. Now.

His eyes tear with mirror, rolling up and closing as a


It is a piercing SHRIEK like a computer calling to

another computer -- then darkness.

TIM: Geez, so whenever I connect ta the Internet, my modem is shriekin' in terror? At'll make me sleep better...


Floating in a womb-red amnion.

His body spasms, fighting against the thick gelatin.

WILL: Bill Cosby in Hell.

Metal tubes, surreal versions of hospital tubes, obscure

his face. Other lines like IVs are connected to limbs

and cover his genitals.

TIM: Gotta keep this kid-friendly -- can't show Keanu's wee-wee.

ALISIN: I'm grateful.

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


It is Neo.

WILL: I love this subtle symbolism. Neo the neonate. Oh, my sides.

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.

WILL: Too easy.

He tries to pull it out but it would be easier to pull

off a finger.

TIM: "Hey, pull my brainstem."

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.

RUMY: Roses of betrayal, heartlessness, and evil. Roses.

Above him, level after, level, the stem rises seemingly

forever. He moves to the foot of the capsule and looks


From above, a machine drops directly in front of Neo.

He swallows his scream as it seems to stare at him.

WILL: Then IT screams.

It grabs him by the neck, snaps away the cable from his

brain. The other connective hoses snap free and snake

away as --

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.

ALISIN: Be sure t' flush twice!


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 clumps of


TIM: Now that image I like.

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 line.

WILL: However, this flying machine attracts no attention and does no damage to the installation because, well, this is basically all about NEO.


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.

Trinity and Apoc. And others, dressed in bizarre, high-

tech combat gear.

TIM: How cum we never see a set of future warriors dressed in corsets?

Morpheus smiles.

Morpheus: Welcome to the real world.

Fade to black.

WILL: "I'm... on reality TV? Send me back! SEND ME BACK!"

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

Morpheus: We've done it, Trinity. We've found him.
Trinity: I hope you're right.
Morpheus: I don't have to hope. I know it.
Neo: Am I dead?

ALISIN: No, just boring.

Morpheus: Far from it.


He opens his eyes again, something tingling through him.

He focuses and sees his body pierced with dozens of

acupuncture-like needles wired to a strange device. DOZER

and Morpheus are working on him.

WILL: "Maybe some TONGUE piercings will make him look cool..."

ALISIN: "It's hopeless, I tell y'! Hopeless!"

Dozer: He still needs a lot of work.

Neo: What are you doing?
Morpheus: Your muscles have atrophied, we're rebuilding them.

WILL: They haven't atrophied! He never used them! Hell, he shouldn't be able to move at all -- he never really learned to walk!

RIKK: If you try to apply logic here you'll only hurt yourself.

Neo: Why do my eyes hurt?
Morpheus: You've never used them before. Rest, Neo. The answers are coming.


Neo wakes up from a deep sleep, feeling better. He is

wearing a black tank top and shorts.

ALISIN: Which makes ME feel WORSE.

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 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


RUMY: Knocking first would have been nice...

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

WILL: "One of our cheaper sets."

Morpheus: More important than what is when.
Neo: When?

Morpheus: You believe it's the year 1999 when in fact it's closer to 2199. I can't tell you exactly what year it is because we honestly don't know. There's nothing I can say that will explain it for you, Neo. Come with me. See for yourself.

Morpheus leads him out into a tour of the ship.

ALISIN: Here's the steering wheel... and the mess hall... and the pile of Vertigo comics we rip off every fifteen minutes...

Morpheus: This is my ship, the Nebuchadnezzar. It's a hovercraft. This is the main deck. This is the core where we broadcast our pirate signal and hack into the Matrix. Most of my crew you already know. This is Apoc, Switch, and Cypher.
Cypher: Hi.

WILL: "...I'm the evil one."

Morpheus: The ones you don't know, Tank and his big brother, Dozer. The little one behind you is Mouse.

The names and faces wash meaninglessly over Neo.

ALISIN: And us.

Morpheus: You wanted to know what the Matrix is, Neo? Trinity.

Neo allows himself to be helped into one of the chairs.

Morpheus: Try to relax. This will feel a little weird.

TIM: "...and a lot lame."

He relaxes, opening his eyes as we pull back to a feeling

of weightlessness inside another place --


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

WILL: What KIND of white?

Morpheus: This is the Construct.

Startled, Neo whips around and finds Morpheus now in the

room with him.

Morpheus: It's our loading program. We can load anything from clothing, to equipment, weapons, training simulations, anything we need.

TIM: "Money... blueberry pie... waterbeds with co-eds... you know, why don't you tour the ship some more, I'll get back to ya."

Morpheus walks past Neo and when Neo turns he sees the

two leather chairs from the hotel set up in front of a

large-screen television.

Neo: Right now we're inside a computer program?
Morpheus: Is it really so hard to believe? Your clothes are different. The plugs in your arms and head are gone. Your hair is changed. Your appearance now is what we call residual self image. It is the mental projection of your digital self.

TIM: "I got news for ya, yer not NEARLY that handsome ta the rest of us."

Neo: This...this isn't real?
Morpheus: What is real? How do you define real? If you’re talking about what you can feel, what you can smell, what you can taste and see, then real is simply electrical signals interpreted by your brain.

WILL: "But that's all subjective. You know damn well I was asking about objective reality!"

He picks up a remote control and clicks ON the

TELEVISION. We drift through the Windy City circa 1999.

Morpheus: This is the world that you know. The world as it was at the end of the twentieth century. It exists now only as part of a neural-interactive simulation that we call the Matrix. You've been living in a dream world, Neo. This is the world as it exists today.

WILL: And then we click to a shot of Ethiopia... oh, wait, I forgot Americans are the only important people in the future.

We GLIDE AT the television as he changes the channel.

The sky is an endless sea of black and green bile. The

earth, scorched and split like burnt flesh, spreads out

beneath us as we ENTER the television.

RIKK: Must-See TV.

In the distance, we see the ruins of a future Chicago

protruding from the wasteland like the blackened ribs of

a long-dead corpse.

Still MOVING, we TURN and find Neo and Morpheus; the

chairs now sitting in the middle of the black desert.

Morpheus: Welcome to the Desert of the Real. We have only bits and pieces of information, but what we know for certain is that at some point in the early twenty-first century all of mankind was united in celebration. We marveled at our own magnificence as we gave birth to AI.

TIM: I already marvel at my own magnificence.

Neo: AI? You mean artificial intelligence?

RUMY: No, I mean love.

TIM: Actchally, we gave birth ta Arnold Ignatius. Not like he's got anythin' ta do with this, I just thought I'd mention it.

Morpheus: A singular consciousness that spawned an entire race of machines. We don't know who struck first, us or them. But we know that it was us that scorched the sky. At the time they were dependent on solar power and it was believed that they would be unable to survive without an energy source as abundant as the sun. Throughout human history, we have been dependent on machines to survive. Fate, it seems, is not without a sense of irony.

WILL: The fate that you don't believe in, just so we're clear.

Morpheus: The human body generates more bio-electricity than a 120-volt battery and over 25,000 BTU's of body heat. Combined with a form of fusion the machines have found all the energy they would ever need. There are fields, endless fields, where human beings are no longer born, we are grown.

WILL: But you need to pump more energy into people than that to keep them alive! It's wasteful! Just stick with the fusion!

RUMY: How was mankind supposed to survive when we destroyed all our own food sources?

ALISIN: Mass suicide... first piece of realism I've seen in the whole movie.

We can see one of the fields, clearly one of the same that Neo escaped from.

Huge farm-like reapers are harvesting the crop.

We see inside a clear tubular husk. Floating in viscous

fluid, there is a human fetus; its soft skull already

growing around the brain-jack.

WILL: Aerobic respiration requires the food to have three times the biomass of the feeders one level up on the food chain. All those carbs are getting broken down into carbon dioxide and water vapor. What's making the new sugar?

RIKK: It's a dark future. They live on Sweet-N-Low.

WILL: I thought Tim did that already.

Morpheus: For the longest time I wouldn't believe it, and then I saw the fields with my own eyes. Watch them liquefy the dead so they could be fed intravenously to the living. And standing there, facing the pure horrifying precision, I came to realize the obviousness of the truth.

TIM: "But obvious though it was, the truth still eluded me. Then I came to realize I was a moron."

We PULL BACK to find the image is now on the television

and we are again inside the white space of the Construct.

Morpheus: What is the Matrix? Control. The Matrix is a computer generated dream world built to keep us under control in order to change a human being into this.

Morpheus holds up an AA battery.

Neo: No. I don't believe it. It's not possible.

WILL: No, it's not. But I won't tell the writers if you won't.

Morpheus: I didn't say it would be easy, Neo. I just said it would be the truth.
Neo: Stop. Let me out. Let me out. I want out.

ALISIN: Me too. Can we go?



His eyes snap open and he thrashes against the chair,

trying to rip the cable from the back of his neck.

Trinity: Easy, Neo. Easy.

ALISIN: "I mean me. I'm easy."

Neo: Take this thing off me. Take this thing...

Dozer holds him while Trinity unlocks it. Once it's out,

he tears away from them, falling as he trips free of the


Morpheus: Listen to me...

TIM (German voice): " and hear me later."

Neo: Don't touch me. Stay away from me. I don't want it. I don't believe it. I don't believe it.

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.

Cypher: He's gonna pop.

ALISIN: ...the little weasel.

Morpheus: Breathe, Neo. Just breathe.

WILL: That's a little too complicated for Keanu.

Vomiting violently, Neo pitches forward and blacks out.

WILL: See?


He blinks, regaining consciousness. The room is dark.

Neo is stretched out on his bed.

Neo: I can't go back, can I?
Morpheus: No. But if you could, would you really want to?

Morpheus sitting like a shadow on a chair in the far


RUMY: How does a shadow sit?

Morpheus: I feel I owe you an apology. We have a rule. We never free a mind once it's reached a certain age. It's dangerous, the mind has trouble letting go. I've seen it before and I'm sorry. I did what I did because... I had to.

ALISIN: Is that a physical age or a mental age?

Morpheus: When the Matrix was first built, there was a man born inside who had the ability to change whatever he wanted, to remake the Matrix as he saw fit. It was he who freed the first of us, taught us the truth.

WILL: "Whoa! 'Crouching Tiger, Hidden Dragon' IS pretentious! I've seen the light!"

Morpheus: As long as the Matrix exists the human race will never be free. After he died, the Oracle prophesied his return and that his coming would hail the destruction of the Matrix and the war, bring freedom to our people. That is why there are those of us who have spent our entire lives searching the Matrix looking for him. I did what I did because I believe that search is over...

TIM: "And besides, I ain't lettin' anybody else find him FIRST, unnerstand?"

Morpheus: Get some rest, you're going to need it.
Neo: For what?
Morpheus: Your training.

WILL: "Real World Skills 101: Procrastination, Blame-Shifting, and Fashionable Cynicism."


Neo is awake in his bed, staring up at the lights. The

door opens and TANK steps inside.

Tank: Morning, did you sleep? You will tonight, I guarantee it. I'm Tank, I'll be your operator.

WILL: Like in (cough cough) the phone company?

TIM: More like in that Milton Bradley game with the buzzer nose.

He offers his hand and Neo shakes it. He notices that

Tank doesn't have any jacks.

Neo: You don't... you don't have any...
Tank: Holes? Nope. Me and my brother, Dozer, we're both one hundred percent pure, old fashioned, home grown human, born free right here in the real world. A genuine child of Zion.

TIM: He don't have ANY holes?

Neo: Zion?
Tank: If the war was over tomorrow, Zion is where the party would be.

WILL: Unless the machines won, in which case the party would be in Silicon Valley.

TIM: Y'ever see Oldsmobiles try ta do the lambada? Not a pretty sight.

Neo: It's a city?
Tank: The last human city. The only place we have left.
Neo: Where is it?
Tank: Deep underground, near the earth's core, where it's still warm.

WILL: Wait a minute... if the Oracle freed the first of them, where did they get the resources to dig down no "near the Earth's core," build a city, and start food production? They all had to pop naked out of those pods! This movie makes less sense than Pokemon 2000!

Tank: Live long enough you might even see it. God-damn, I... I got to tell you, I'm fairly excited to see what you're capable of, if Morpheus is right and all... I'm not supposed to talk about this, but if you are... a very exciting time.

RUMY: He is supposed to throw vague hints about it, though. Apparently.

Tank: We got a lot to do. We got to get to it.


Neo is plugged in, hanging in one of the suspension


Tank smiles as he plops into his operator's chair. He

begins flipping through a tall carousel loaded with micro


ALISIN: Mostly ancient Napster downloads.

Tank: Now, we're supposed to start with these operation programs first, that's a major boring shit...

ALL: Aaaaggh!!!

Tank: Let's do something more fun. How about combat training?
Neo: Jujitsu? I'm going to learn Jujitsu?

RUMY: Yes. Perhaps even how to pronounce it.

Tank slides the disk into Neo's supplement drive.

Neo's eyes close like he's got an ice cream

headache. An instant later, they open--

Neo: Holy shit.

ALL: Aaaaggh!!!

Tank: Hey Mikey, I think he likes it. How about some more?

WILL: "Jujitsu" tastes like Life cereal?

Neo: Hell yes. Hell yeah.


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...

ALISIN: Food fight, mosh pit, catfight, pure sadomasochism...


Morpheus walks in.

Morpheus: How is he?
Tank: Ten hours straight. He's a machine.


RIKK: We know, Will, we read your top ten list...

Neo wakes.

Neo: I know Kung Fu.

TIM: Nice guy. Owns a chinese restaurant about three blocks from my place.

RUMY: (glares)

Morpheus stands over him, ready to teach.

Morpheus: Show me.

RIKK: ... the money!

TIM: Oh, god, he's gonna flash us!


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 that the rules of a computer system. Some of them can be bent. Others can be broken. Understand?

TIM: Uh... no. Did these writers ever hack ANYTHIN' in their LIVES? It ain't about breakin' the BASIC rules, it's about usin' the basic rules against the SYSTEM!

Morpheus: Then hit me if you can.


He assumes a fighting stance.

Neo assumes a similar stance, cautiously circling until

he gives a short cry and launches a furious attack.

It is like a Jackie Chan movie at high speed, fists and

feet striking from every angle as Neo presses his attack


But each and every blow is blocked with effortless speed.


Morpheus: Good. Adaptation, improvisation. But your weakness is not your technique.

WILL: "That's not what the guys at The Actors' Theater said."

ALISIN (mock-sympathetic): Stamina problems?


Dinner is up. Everyone is eating bowls of single-cell

protein. It has a cottage cheese consistency.

TIM: Maybe they DON'T need carbs to survive any more.

MOUSE bursts in the room.

Mouse: Morpheus is fighting Neo.

All at once they bolt for the door.


Morpheus finishes beating Neo handily.

Morpheus: How did I beat you?

RIKK: "Handily."

ALISIN (dreamy voice): Magnificently...

Neo: You're too fast.

Morpheus: Do you believe that my being stronger or faster has anything to do with my muscles in this place?

RUMY: Well, it has to do with your brain and reflexes, which are further developed by the use of your muscles... oh, am I ruining it for anyone?

Morpheus: You think that's air you're breathing now?

WILL: No, it's coconut custard pie!

RUMY (looks uncomfortable)

Morpheus turns around, showing Neo his back.

Morpheus: Again.


Everyone is gathered behind Tank, watching the fight,

like watching a game of Mortal Combat.

RUMY: Isn't that spelled "Kombat?"

RIKK: Hey, is it illegal for us to be making jokes that we only get because we've read the transcript?

WILL: I won't tell if you won't.

Mouse: Jesus Christ, he's fast. Take a look at his neural-kinetics, they're way above normal.


The speed of the blows rises like a drum solo that seems

impossible to sustain.

Morpheus: What are you waiting for? You're faster than this. Don't think you are, know you are!

Morpheus: Come on. Stop trying to hit me and hit me.

TIM: "Do or do not! There is no try!"

Finally, Neo gets a blow past Morpheus, stopping it just in front of his face.


Mouse: I don't believe it.

RUMY: Neither do I...

WILL: The martial arts are more than just KNOWLEDGE DOWNLOAD and GETTING PISSED OFF. There's a little more TO it...

RUMY (sighs)


Neo is angry.

Neo: I know what you're trying to do.

Morpheus: I'm trying to free your mind, Neo.

ALISIN: "...but I can't find it!"

Morpheus: But I can only show you the door; you're the one that has to walk through it. Tank, load the jump program.

Neo straightens as the dojo DISSOLVES away like a curtain

lifting, leaving the two men now standing on a building

rooftop in a city skyline.


A WIND HOWLS, whipping Morpheus' long coat to the side.

Morpheus: You have to let it all go, Neo, fear, doubt, and disbelief. Free your mind.

WILL: What's he getting at?

RUMY: I think he wants Neo to free his mind.

TIM: Then why didn't he SAY so?

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 --

Somersaults once and lands on the rooftop across the


Neo: Whoa. Okie dokie. Free my mind.

ALISIN: "...and the rest will follow! Be color blind... don't be so shallow!"


They are transfixed.

Mouse: So what if he makes it?

Apoc: No one's ever made the first jump.

Mouse: I know, I know. But what if he does?

Apoc: He won't.

Mouse: Come on.

Trinity: Come on.

ALISIN & RUMY (sing): Please please me, oh yeah, like I please you!

RIKK, TIM & WILL: (stare)

RUMY (defensively): The Beatles were very big in Japan.

ALISIN: Yeah, Paul got kicked out o' the country for possession.


Neo's still building courage.

Neo: All right, no problem. Free my mind. Free my mind. All right.

RIKK (English accent): By George, I think he's got it!

WILL (sings): The rain in Spain stays mainly in the plai-ain!

Summoning every ounce of strength in his legs, Neo

launches himself into the air in a superhuman effort --

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, falls.


They break up.


Mouse: Wha...what does that mean?

Switch: It doesn't mean anything.

RIKK: Really, now. This guy just scored a hit against their leader after one sparring session of practice... and they're upset because he falls short with NO practice?

Cypher: Everybody falls the first time. Right, Trin?

But Trinity has left.

TIM: "No, just YOU, Mr. 'Unsteady In The Saddle.'"

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

Neo: I thought it wasn't real.

Morpheus: Your mind makes it real.

WILL: "Or your suspension of disbelief or something. It's certainly not the script."

Neo stares at the blood.

Neo: If you're killed in the Matrix, you die here?

Morpheus: The body cannot live without the mind.

WILL: Keanu being the exception that proves the rule.

ALISIN: Hey, Rume, is there really some technique where y' can injure yourself with a mind exercise?

TIM: Thinkin' about that gives me a headache.


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

She sees him passed out on the bed. She sets the tray

down and pulls the blanket over him.

She pauses, her face close to his, then inhales lightly,

breathing in the scent of him, before slowly pulling away.

ALISIN: And WHY does she want this guy, exactly?

WILL: Cognitive dissonance. He's supposed to be "The One," and she's in love with her idea of that guy, not him.

RUMY (to herself): Cognitive dissonance. Cognitive dissonance.

Cypher is by the door, waiting for her.

Cypher: I don't remember you bringing me dinner. There is 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 see the Oracle?

RIKK: How could Neo take Morpheus to see the Oracle? Nobody's ever told him about... oh, wait.

Trinity: Morpheus will take him when he's ready.

Trinity leaves, cold-shouldering Cypher.

WILL: "Ooooo... and I thought the ecologically impossible sunless desert was cold..."


Morpheus and Neo walk through a Chicago cityscape, full of ordinary-looking people. There is one extremely distracting blonde in a red dress.

Morpheus: The Matrix is a system, Neo. That system is our enemy. But when you're inside, you look around. What do you see? Businessmen, teachers, lawyers, carpenters. The very minds of the people we are trying to save. But until we do, these people are still a part of that system, and that makes them our enemy.

WILL: Especially the lawyers.

Morpheus: You have to understand, most of these people are not ready to be unplugged. And many of them are so inert, so hopelessly dependent on the system that they will fight to protect it. Were you listening to me Neo, or were you looking at the woman in the red dress?

TIM: Anythin' important just happen? I wuz lookin' at the babe in the red dress.

Neo: I was...

Morpheus: Look again.

Neo looks and discovers the woman is now an agent, raising his gun. Neo barely has time to cower before Morpheus says...

Morpheus: Freeze it.

TIM: "Freeze it, Neo! Ha ha, gotcha now! This was all ANOTHER illusion designed ta break your resistance!"

Neo: This... this isn't the Matrix?

Morpheus: No. It's another training program designed to teach you one thing. If you are not one of us, you are one of them.

WILL: Ingrained paranoia. Lets you slaughter the innocent with a clear conscience. Any good Nazi knows that.

RIKK: It's okay, Will. Let it go.

WILL: I can't.

Neo: What are they?

Morpheus: Sentient programs. They can move in and out of any software still hard wired to their system. That means that anyone we haven't unplugged is potentially an agent. Inside the Matrix, they are everyone and they are no one. We are survived by hiding from them, by running from them. But they are the gatekeepers.

TIM: I am the keymaster!

Morpheus: They are guarding all the doors. They are holding all the keys, which means that sooner or later, someone is going to have to fight them.

Neo: Someone?

RIKK: "...or someTHING?"

Morpheus: I won't lie to you, Neo. Every single man or woman who has stood their ground, everyone who has fought an agent, has died. But where they have failed, you will succeed.

Neo: Why?

ALISIN: You already ARE dead.

Morpheus: I've seen an agent punch through a concrete wall. Men have emptied entire clips at them and hit nothing but air. Yet their strength and their speed are still based in a world that is built on rules. Because of that, they will never be as strong or as fast as you can be.

WILL: Or as weak. Or slow. Or purple.

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.


Tank: We've got trouble.

WILL: Could you be a little less specific?

Morpheus and Neo join the rest of the crew. The mood is tense as the Nebuchadnezzar finds itself being hunted by some squidlike machine.

Morpheus: Did Zion send word?

Dozer: No, another ship. Shit.

ALL (joined by some people in nearby seats): Aaaaggh!!!

Dozer: Squiddies. We've been in crick.

Neo: Squiddies?

RUMY: "A set of online comics awards."

WILL: "They're giving us one for most blatant rip-off of comics by another medium."

Trinity: A sentinel. A killing machine designed for one thing.

Dozer: Search and destroy.

Morpheus: Set her down right over there. How're we doing, Tank?

WILL: "Some of us are really starting to want a girlfriend, chief... you mean in general, right?"

Tank: Power off line. EMP armed and ready.

Neo: EMP?

Trinity: Electromagnetic pulse. Disables any electrical system in the blast radius. It's the only weapon we have against the machines.

RIKK: Fortunately, WE use diesel power.

WILL: Don't YOU start getting sarcastic!

Neo: Where are we?

Trinity: Their old service and waste systems.

Neo: Sewers?

Trinity: There used to be cities that spanned hundreds of miles. These sewers are all that's left of them.

Morpheus: Quiet.

WILL: THANK you...

TIM: He should do the Jedi Coma Wave on 'em, like with Jar Jar.

Everyone is. One of the Squiddies comes quite close, seems to inspect the ship cautiously, then leaves.


Later. The core glows with monitor light. Cypher is in the

operator's chair as Neo comes up behind him.

Cypher: Whoa, Neo! You scared the bejeezus out of me!


Neo: Sorry.

Cypher: It's okay.

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: Do you always look at it encoded?

Cypher: Well, you have to. The image translators work for the construct program. But there's way too much information to decode the Matrix. You get used to it. I... I don't even see the code. All I see is blonde, brunette, redhead.

TIM: Huh. I got somethin' in common with this guy

WILL: So how can they see when they're inside... ow, headache.

Cypher: Hey, you want a drink?

Neo: Sure.

He pours Neo a drink from a large plastic jug.

Cypher: You know, I know what you're thinking, because right now I'm thinking the same thing.

TIM (Pinky): "Well, then, Brain, where we going to find a tutu that will fit an elephant?"

Cypher: Actually, I've been thinking it ever since I got here. Why, oh why didn't I take the blue pill?

WILL: Why did there need to BE a blue pill, anyway?

Neo takes a sip and it almost kills him.

Cypher: Good shit...

ALL (joined by even more people): Aaaaggh!!!

Cypher: ...huh? Dozer makes it. It's good for two things, degreasing engines and killing brain cells. So, can I ask you something? Did he tell you why he did it, why you're here?

Neo nods.

Cypher: Jesus.

WILL: "Ye-es?"

Cypher: What a mind job. So you're here to save the world. What do you say to something like that? A little piece of advice. You see an agent, you do what we do. Run. Run your ass off.

Neo: Thanks for the drink.

Neo leaves.

Cypher: Sweet dreams.

ALISIN: Whoa! It's... it's so DOUBLE-MEANING!


The restaurant is located on the top floor of a Chicago

skyscraper where the view is breathtaking and the menu

has no prices.

CHAMBER MUSIC and the ambiance of wealth soak the room as

we watch a serrated knife saw through a thick, gorgeous


ALISIN: Mmmm. I'm hittin' the snack bar. (Leaves.)

Cypher is eating the steak with two agents.

Agent Smith: Do we have a deal, Mr. Reagan?

WILL: ...Reagan?

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

Pausing, he examines the meat skewered on his fork. He

pops it in, eyes rolling up, savoring the tender beef

melting in his mouth.


Cypher: Ignorance is bliss.

TIM: No, ignorance is strength!

WILL: At least they gave Cypher the right name.

RIKK: Shouldn't it have tipped the guys off, though? I mean, isn't it like choosing the code name "Benedict Arnold?"

Agent Smith: Then we have a deal?

Cypher: I don't want to remember nothing. Nothing. You understand? And I want to be rich. You know, someone important, like an actor.

WILL: "Maybe even an actor AND a president." Hey, he got his wish! He DID remember nothing!

RIKK: Alzheimer's isn't funny, Will.

WILL: Neither was the Reagan presidency, and he didn't have that excuse back then.

Agent Smith: Whatever you want, Mr. Reagan.

Cypher: Okay. I get my body back into a power plant, you insert me into the Matrix, I'll get you what you want.

Agent Smith: Access codes to the Zion mainframe.

TIM: Which of course the computer is too stupid to hack.

Cypher: No, I told you, I don't know them. I can get you the man who does.

Agent Smith: Morpheus.

WILL: Okay. What the hell is he thinking? I mean, FORGET the moral implications. As soon as he hands himself back into the Matrix, he places himself completely at the mercy of computers that regard him as vermin. Any bargaining chips he's got now will be null and void by then. Does anybody else have a problem with this?

RIKK: He's a small man, with petty, nearsighted dreams.


Neo, Tank, Mouse, Apoc, Switch, Trinity, and Dozer are eating together. Tank offers Neo another bowl of proteins.

Tank: Here you go, buddy. Breakfast of champions.

Mouse: If you close your eyes it almost feels like you're eating runny eggs.

Apoc: Yeah, or a bowl of snot.

ALISIN (walks back in and begins eating happily)

Mouse: Do you know what it really reminds me of? Tasty Wheat. Did you ever eat Tasty Wheat?

Switch: No, but technically, neither did you.

Mouse: That's exactly my point. Exactly. Because you have to wonder now. How did the machines know what Tasty Wheat tasted like, huh? Maybe they got it wrong. Maybe what I think Tasty Wheat tasted like actually tasted like oatmeal or tuna fish. That makes you wonder about a lot of things. You take chicken for example, maybe they couldn't figure out what to make chicken taste like, which is why chicken tastes like everything. Maybe they couldn't figure out...

Apoc: Shut up, Mouse.

WILL: You're getting too interesting. We're gonna need some more mindless violence now.

Dozer: It's a single cell protein combined with synthetic aminos, vitamins, and minerals. Everything the body needs.

RIKK: But proteins ARE amino acids...

RUMY: You must be deeply shamed by the school system that turned out these writers.

Mouse: It doesn't have everything the body needs. So I understand that you've run through the agent training program. You know, I wrote that program.

Apoc: Here it comes.

Mouse: So what did you think of her?

Neo: Of who?

TIM: "The program. Y'know, we programmers like t' name our programs, makes 'em almost like a... uh... a girlfrie..."

RIKK (thinks to himself): Man, he's taking the loss of his dorm room HARD.

TIM: "...a luv bitch."

Mouse: The woman in the red dress? I designed her. She, um...well she doesn't talk very much, but...but if you'd like to meet her, I can arrange a much more personalized meeting.

RUMY: Hmph.

Switch: Digital pimp, hard at work.

Mouse: Pay no attention to these hypocrites, Neo. To deny our own impulses is to deny the very thing that makes us human.

WILL: Like greed.

ALISIN: Lust. Envy.

TIM (to Will): Rage.

WILL (angrily): Gluttony. Sloth.

RIKK: Okay, we get it.


Morpheus enters, all business.

Morpheus: Dozer, when you're done, bring the ship up to broadcast depth. We're going in. Taking Neo to see her.

Neo: See who?

Tank: The Oracle.

TIM: "The APACHE Oracle."

Tank prepares to load everyone else into the Matrix.

Tank: Everyone please observe the fasten seat belt and no smoking signs have been turned on. Sit back and enjoy your ride.

WILL: Now that's a "trailer" line if I ever heard one...

The group returns to the Lafayette Hotel. Daylight.

Morpheus: We're in.

Morpheus, Neo, and Trinity get into a car. The others guard the exit.

Morpheus: We'll be back in an hour.

RIKK: ...But why is the Oracle in the Matrix? If she's so old and so valuable, why do THEY have to go INTO enemy lines to talk to her? Wouldn't they have made her safety top priority?

WILL: If you try to use logic...


Morpheus: Unbelievable, isn't it?

WILL: Completely implausible, isn't it?

Neo: God.

Trinity: What?

Neo: I used to eat there. Really good noodles. I have these memories from my life. None of them happened. What does that mean?

Trinity: That the Matrix cannot tell you who you are.

TIM: "Duh-hrm, you're... Eno. No, wait, I got it... you're No-E! Eh? Ughhh... I give up."

Neo: And the Oracle can?

Trinity: That's different.

TIM: She's the MAN, y'know.

Neo: Did you go to her?

Trinity: Yes.

Neo: What did she tell you?

Trinity: She told me...

WILL: ...The secret of being cryptic.

She trails off.

Neo: What?

Morpheus: We're here. Neo, come with me.

ALISIN: "Trin, stay there an' be a target."


Neo: So is this the same Oracle that made the prophecy?

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

Neo: The beginning...?

WILL: "That dull part of the movie with all the exposition."

Morpheus: Of the resistance.

Neo: And she knows what, everything?

Morpheus: She would say she knows enough.

ALISIN: "Then she'd trail off and act mysterious."

Neo: And she's never wrong.

Morpheus: Try not to think of it in terms of right and wrong. She is a guide. She can help you to find the path.

RIKK: "Think of it in terms of right and LEFT."

Neo: She helped you?

Morpheus: Yes.

Neo: What did she tell you?

Morpheus: That I would find the One.

TIM: "'Course, when I left, I found a '1' on this elevator where some elevators have an 'L.' I hope that wasn't what she meant."

The elevator opens. Morpheus goes to one of the condo rooms, indicates the door.

Morpheus: I told you I can only show you the door. You have to walk through it.

Neo knocks. The priestess welcomes them, looking like an old lady.

ALISIN: "Ooo! Aren't you scary! You wait right there and I'll be back with your treats!"

WILL: You've had that joke used on you a lot, haven't you?

Priestess: Hello, Neo. You're right on time.

Priestess: Make yourself at home, Morpheus. Neo, come with me.

The priestess leads Neo into a group of young children who are playing weird telekinetic games.

WILL: Because, y'see, they don't free adult minds. They not only had to start this resistance naked with no food or water on a scorched Earth with no atmosphere or sunlight, they had to start it before puberty.

RIKK: Well, I'm sure Zion helped.

WILL: But how did they get in touch with Zion?

TIM: The other "One" musta did it. Neo, pre-incarnated.

WILL: Well, I guess that makes sense except for the arbitrary part.

Priestess: These are the other potentials, you can wait here.

One has been playing with a spoon. Neo picks it up.

Spoon boy: Do not try and bend the spoon. That's impossible. Instead only try to realize the truth.

Neo: What truth?

WILL: "That we really could have avoided this hoof-and-mouth disease epidemic if we'd only taken the right precautions."

Spoon boy: There is no spoon.

Neo: There is no spoon?

Spoon boy: Then you'll see that it is not the spoon that bends, it is only yourself.

TIM: But if there's no spoon, how come the script calls ya "Spoon Boy?" Heh?

The priestess re-enters.

Priestess: The Oracle will see you now.


The Oracle is baking cookies. She is an older woman, wearing big oven mitts,

comfortable slacks and a print blouse. She looks like someone's grandma.

RIKK: Grandma!

Oracle: I know, you're Neo. Be right with you.

Neo: You're the Oracle?

Oracle: Bingo. Not quite what you were expecting, right?

WILL: Well, considering that this role seems to be written for Whoopi Goldberg as Guinan...

Oracle: Almost done. Smell good, don't they?

Neo: Yeah.

TIM: Whoa! Another Bible reference! This is where Adam and Eve ate the Cookies of Knowledge in the Kitchen of Paradise! But where's the Keebler Elf of Satan?

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.

WILL: They lifted that from Walden II.

TIM: Now you're reaching, Willy.

Neo: I'm sorry.

Oracle: I said don't worry about it.

Neo: How did you know?

Oracle: What's really going to bake your noodle later on is, would you still have broken it if I hadn't said anything? You're cuter than I expected. No wonder she likes you.

Neo: Who?

Oracle: Not too bright, though.

ALISIN: She *is* perceptive.

RUMY (gives a snorting, bitter laugh)

Oracle: You know why Morpheus brought you to see me?

Neo: I think so.

Oracle: So, what do you think? You think you're the One?

Neo: I don't know.

TIM: "I'd settle for bein' a Two... or a Five... y'know, one a' the prime numbers."

She gestures to a wooden plaque, the kind every grandma

has, except that the words are in Latin.

Oracle: You know what that means? It's Latin. Means `Know thyself'. I'm going to let you in on a little secret. Being the one is just like being in love. No one can tell you you're in love, you just know it. Through and through. Balls to bones.

ALISIN: Unless y'don't have balls, and then *I* can tell y' y'r in love.

RUMY: Nani?

ALISIN: Haven't seen this one before, have y'?

Oracle: Well, I better have a look at you. Open your mouth, say ahhh.

Neo: Ahhh.

Oracle: Okay. Now I'm supposed to say, `Umm, that's interesting, but...' Then you say...

Neo: But what?

WILL: Then the movie makes its really big play at emotional depth.

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

Neo: I'm not the One.

Oracle: Sorry, kiddo. You got the gift, but it looks like you're waiting for something.

Neo: What?

WILL: The director to come up and scream at you, "START ACTING!!!!!"

Oracle: Your next life maybe, who knows? That's the way these things go. What's funny?

Neo is laughing grimly.

Neo: Morpheus. He...he almost had me convinced.

Oracle: I know. Poor Morpheus. Without him we're lost.

RIKK: "I mean, he's the only guy I know who'll stop and ask for directions."

Neo: What do you mean, without him?

Oracle: Are you sure you want to hear this? Morpheus believes in you, Neo. And no one, not you, not even me, can convince him otherwise. He believes it so blindly that he's going to sacrifice his life to save yours.

Neo: What?

WILL: "Dahh... duhhhh?"

RIKK: I'd be lagging a few steps behind too by now. She IS telling him the plot of the movie.

WILL (muted): Whatever you say.

Oracle: You're going to have to make a choice. In the one hand you'll have Morpheus' life and in the other hand you'll have your own. One of you is going to die. Which one will be up to you. I'm sorry, kiddo, I really am. You have a good soul, and I hate giving good people bad news.


Oracle: Oh, don't worry about it. As soon as you step outside that door, you'll start feeling better. You'll remember you don't believe in any of this fate crap. You're in control of your own life, remember? Here, take a cookie. I promise, by the time you're done eating it, you'll feel right as rain.

RUMY: How right is rain?

RIKK: ...I don't know.

Neo takes the cookie and leaves.

He meets Morpheus at the door and starts to speak.

Morpheus: What was said was for you and for you alone.

ALISIN: Oh. Were we s'posed t' cover our ears, then?

Morpheus walks away. Neo follows, eating the cookie.


Mouse is looking at more girlie pictures when his CELLULAR RINGS.

TIM: "1-900-HOT-LIPS... your 4:00 'wake-up call' is here..."

Tank: They're on their way.


Tank notices something "off."

TIM: Blonde... brunette... PURPLE hair?

Tank: What is that?


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.

WILL: By the way, this building was cursed by a dying witch AND a mummy and has a roof built entirely out of ladders so you're ALWAYS walking under one.

Neo: Whoa, deja vu.

Those words stop the others dead in their tracks.

Trinity: What did you just say?

RIKK: "Whoa, deja vu."

TIM: "What didja just say?"

Neo: Nothing, I just had a little deja vu.

Trinity: What did you see?

Cypher: What happened?

Neo: A black cat went past us, and then another that looked just like it.

Trinity: How much like it? Was it the same cat?

Neo: Might have been, I'm not sure.

Everyone but Neo is now on full alert.

ALISIN: usual.

Morpheus: Switch, Apoc.

Neo: What is it?

Trinity: Deja vu is usually a glitch in the Matrix. It happens when they change something.

ALISIN: Well, it coulda been the acid...


Tank (greatly alarmed): Oh my God.



Heavy bolt-cutters snap through the main phone cable.



Mouse answers the phone.

TIM: "Your 4:15..."


Tank: They cut the hard line, it's a trap. Get out.


Mouse tries to get out and finds a brick wall blocking his path.

TIM (The Tick): Bricks! My one weakness! Ohhhh...

Mouse: Oh no. Oh no.

Policemen storm into the room. Mouse meets them with twin tommy-guns, but their guns are too many and too fast. He dies in the Matrix and in the ship, spitting blood.

WILL: And dammit, I CARE. If there were ONE character who could have gotten me to look forward to the sequel...


Flying downstairs, Morpheus stops, hearing the police

swarming below. He turns and rushes down the hall of the

eighth floor. At the end of it, he finds the bricked-up


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

RIKK: There's always a way. But you'll never see that.

Morpheus: Be calm. Give me your phone.

Trinity: They'll be able to track it.

WILL: "They've got caller ID."

Morpheus: We have no choice.


Tank answers the call.

Tank: Operator.

ALISIN (singing): "Smooth operator... smooth... operator..."

Morpheus: Tank. Find a structural drawing of this building. Find it fast.

His fingers pound the keyboard.



Flashlights probe the rotting darkness as the police

search every floor.

RIKK: Okay. How can darkness... rot?



The diagram windows onto the screen.

Tank: Got it.

Morpheus: I need the main wet wall.

TIM: I can't think of a plan until I take a leak.


Agent Smith hears the LINE CLICK dead.

Agent Smith: Eighth floor.

Agent Brown: Eighth floor.

RIKK: "Whoa, deja vu."


The group mobilizes.

Morpheus: Switch, straight ahead.

TIM: How come whenever they say Switch's name, it sounds like a command?

Apoc: Neo.

Apoc gives Neo his gun.

Apoc: I hope the Oracle gave you some good news.

WILL: Well, she told him he was fated to make a choice!

The group proceeds…

Tank: Another left, that's it.

Morpheus: Good.

RIKK: They are cool under pressure.

ALISIN: They're cool t' th' TOUCH. Switch an' Apoc subscribe to th' Keanu School of Power-Broodin'.


Brown turns to Smith.

Agent Brown: Where are they?


They are inside the main plumbing wall, slowly worming

their way down the greasy, black stack pipes.

RIKK (as Agent Brown): "Oh."

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


The cops search in silence, straining for a clue, when

one hears SOMETHING STRANGE near the bathroom.

TIM: Do ya MIND? Me an' my dog want some PRIVACY!



Some dust falls on Cypher. He tries to suppress his cough, and fails.


WILL: If only Keanu would fail to suppress anything.


Police: They're in the walls. They're in the walls.



TIM (cockroach): RAAAAAIIIIID!

BULLETS PUNCHING shafts of light like swords into the box

of soot-black space… and then the cop screams and changes…

Into Agent Smith.

Smith’s hands reach through the wall, seize Neo.

Cypher: It's an agent.

RIKK: A fast-acting cleaning agent that cuts through wet wall dust 50% faster than the other leading brand.

Morpheus summons all his strength and will and crashes through the wall, knocking the agent to the ground and throttling him.

Trinity: Morpheus!

Morpheus: You must get Neo out! He's all that matters!

Neo: No! No, Morpheus! Don't!

Morpheus: Trinity, go!

Trinity: Go!

Neo: We can't leave him!

Trinity: We have to!

Trinity gets down to the ground floor, opens a gate to the sewers.

Trinity: Cypher, come on!

But Cypher drops to the floor, and finally Trinity has to leave him behind.


Agent Smith: The great Morpheus. We meet at last.

Morpheus: And you are?

Agent Smith: Smith. Agent Smith.

RIKK: (exhales slowly)

TIM: "Double O' Thirteen."

Morpheus: You all look the same to me.

WILL: "Thanks."

TIM: What a racist comment. Them protoplasmics are all so judgmental.

What follows is an action sequence whose outcome, fast and strong as Morpheus is, is never in doubt. When Morpheus is defeated, Smith turns him over to the cops, who administer a second beating.

Agent Smith: Take him.

TIM: "Tie him up with old Rodney King tapes."


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

Tank: No.

Phone signal.

Tank: Operator.

WILL (Agent Smith voice): Hello... this is one of the evil agents. I traced your number and thought I'd call to keep everyone else off this line. So... how's your Mom? Damn... he put me on hold.

Cypher: Yeah, I need an exit fast.

Tank: Cypher?

TIM: "No, no, my name is actually an unpronounceable SYMBOL. You're supposed to call me 'The Asshole Formerly Known as Fritz.'"


Cypher is standing at a public phone. Across the street

is a burning paddy wagon that appears to have collided

with an oncoming car.

Cypher: Yeah, there was an accident. God-damn car accident. All of a sudden, boom. Somebody up there still likes me.

RIKK: "Or down there. One of those places."

Tank: Gotcha.

Cypher: Get me out of here fast.

Tank: Intersection of Franklin and Erie, an old TV repair shop.

Cypher: Right.


The PHONE RINGS. Tank answers.

WILL: "Hey, it's Cypher again. Can you charge up my gun? Thanks."

Trinity: Tank, it's me.

Neo: Is Morpheus alive?


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

WILL: Jeez, they need those things more than Miller and Sully did.

Cypher: Is Morpheus alive, Tank?

Tank: They're moving him. I don't know where to yet.

Trinity: He's alive. We need an exit.

Tank: You're not far from Cypher.

RIKK: "Geographically speaking, anyway."

Trinity: Cypher?

Tank: I know. He's at Franklin and Erie.

Trinity: Got it.

WILL: "Now, that's not LAKE Erie..."


Running, Cypher turns onto Erie.



Dead machines, eviscerated and shrouded with dust, lay on

metal shelves like bodies in a morgue.

WILL: That's "lie," not "lay." If you're going to wax poetic, learn the language.

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.



Tank punches the exit command.

Tank: Got him.

Cypher: Where are they?

Tank: Making the call.

WILL: Y'know... they've GOT plenty of mobile phones... would it really kill them to reconfigure the non-mobile phones within the Matrix into mobile ones?

Cypher: Good.

Cypher pulls back a heavy

blanket exposing a plasma rifle.

TIM: "Can't sleep without this..."


The others approach the phone.


Tank finishes loading the exit programs as Cypher rises

behind him, swinging the weapon at his back.

Meanwhile, Trinity hands the ringing phone to Neo.

Trinity: You first, Neo.

WILL: "After you."

RIKK: "No, after YOU."


Tank spins as red hot wads of PLASMA EXPLODE through his

chair and into his back.

Cypher: Shoot.

ALISIN: "I'd love to, really, but YOU have the gun!"

Tank is diving, but a second BURST tears up

his side --

Dozer: No!

Dozer charges, screaming, and the PLASMA RIFLE SCREAMS



Neo answers the phone when there is a CLICK. There is no

signal. Nothing but silence.

Neo: I don't know, it just went dead.

ALISIN: "For some reason that always happens when I talk on the phone for a while..."

Trinity listens to the dead line and takes out the




The operator PHONE begins to RING- Cypher steps over the

body of Tank and looks at the monitor.



Trinity can almost feel him watching them. Every

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

RUMY: WRING WRING WRING. I like that, actually.

Cypher: Hello, Trinity.

Trinity: Cypher? Where's Tank?


He walks over to Trinity's body, staring down at it

hanging in its coma-like stillness.

ALISIN: Great, he's a necro.

Cypher: You know, for a long time, I thought I was in love with you. I used to dream about you. You're a beautiful woman, Trinity. Too bad things had to turn out this way.

We INTERCUT BETWEEN the appliance store and the main


Trinity: You killed them.

ALISIN (Rocky Horror): But I thought you liked him. He liked you.

TIM (Rocky Horror): He didn't like me! He never liked me!

Apoc: What?

Switch: Oh God.

Cypher: I'm tired, Trinity. I tired of this war. I'm tired of fighting. I'm tired of this ship, being cold, and eating the same God-damn goop everyday. But most of all, I'm tired of that jack-off and all of his bullshit.

TIM, ALISIN & large part of crowd: Aaagghh!!!

WILL: Compounds don't count.

He stands over the body of Morpheus, as his anger boils

up out of him.


Cypher: Surprise, asshole. I bet you never saw this coming, did you? God, I wish I could be there, when they break you. I wish I could walk in just when it happens. So right then, you'd know it was me.

RIKK: All he's interested in is having "moments" like this. Small, small, small.

WILL: This has to be one of the longest "you will never foil my evil plans" speeches on record.

Trinity: You gave him Morpheus.

Cypher: He lied to us, Trinity. He tricked us. If you'da told us the truth, we woulda told you to shove that red pill right up your ass.

Trinity: That's not true, Cypher, he set us free.

ALISIN (singing): "Free, free... set them free..."

Cypher: Free? You call this free? All I do is what he tells me to do. If I had to choose between that and the Matrix, I choose the Matrix.

Trinity: The Matrix isn't real.

Cypher walks away from Morpheus and bends down next to

Apoc's body.

Cypher: I disagree, Trinity. I think the Matrix can be more real than this world. All I do is pull the plug here. But there, you have to watch Apoc die.

RIKK: Neither world's real to you. People aren't real to you...

TIM: Hey, man, just a movie.

RIKK (thinking): It's also a preparation.

Apoc: Trinity.

Switch: No.

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

yanks it out. Apoc dies instantly.

Cypher: Welcome to the real world, huh, baby?

WILL: Granted, at least he's actually killing SOME of them while going on about his evil schemes and motivations... I can't believe I'm praising this guy...

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

Cypher: Oh no. That's what you think. They're going to reinsert my body. I go back to sleep, and when I wake up, I won't remember a God-damn thing. By the way, if you have anything terribly important to say to Switch, I suggest you say it now.

Trinity: No, please don't.

Switch: Not like this. Not like this.

TIM: Some last words.

RIKK: I... actually like the understatement on that one.


His hand slides around the neck of Switch as he takes

hold of her plug.

She suddenly feels her body severed from her mind as she

is murdered.

WILL: Translation: "She dies."

Cypher: Too late.

Trinity: God damn you, Cypher.

He stands over Neo.

Cypher: Don't hate me, Trinity. I'm just the messenger, and right now I'm going to prove it to you. If Morpheus was right, then there's no way I can pull this plug. I mean if Neo's the One, then there'd have to be some kind of a miracle to stop me. Right? I mean how can he be the One if he's dead?

RIKK: Um... isn't the other One also dead?

WILL: How can he be a Jesus analogue if I kill him?

Cypher: You never did answer me before. If you bought into Morpheus' bullshit --

TIM & ALISIN (defiantly): Aaaggh!!!

Cypher: -- come on -- all I want is a little yes or no. Look into his eyes, those big pretty eyes. Tell me. Yes or no.

ALISIN: Those vacant eyes...

WILL: Those cowlike eyes...

Trinity: Yes.

Cypher: No.

Cypher is facing Tank… who’s staggering, badly wounded, but clearly not dead.

Cypher: I don't believe it.

WILL: Has anybody done a word-search to determine just how many times the word "believe" appears in this script?

Tank: Believe it or not, you piece of shit. You're still gonna burn.


His plasma rifle fires, killing Cypher. Tank spits at him.

TIM: Kinda like sayin' "And another thing..." after you win the argument.


They're both listening, trying to figure out what is

happening when the store PHONE starts to RING.

WILL: Well? Pick it UP! What, you're worried Cypher's going to kill you AFTER waking you, when you've got a fighting chance? Or are you afraid he's going to talk some more instead of just killing you all?

Neo: You first.


Trinity's eyes open, a sense of relief surging through

her at the sight of the ship. As Tank unplugs her, she

sees his charred wounds.


RIKK (snorts)

Trinity: You're hurt.

Tank: I'll be all right.

Trinity: Dozer?

Tank's face tightens. They embrce.

TIM: "Dozin' the big doze now."


Morpheus is handcuffed to a chair, stripped to the waist.

He is bleeding from numerous wounds and is pumped full of

serum, alternately shivering and sweating. He is hooked

up to various monitors with white disk electrodes.

Agent Smith: Have you ever stood and stared at it, marveled at its beauty, its genius? Billions of people just living out their lives, oblivious.

WILL: Billions? But if they operate on THAT zarkin' magnitude, why not just expand into outer space? It's not like they need to be worried about food or oxygen, and the scorched-sky problem won't be one out there...

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.

TIM: Well, duh. I mean, MY greatest joy in life is annoyin' other people.

Agent Smith: Some believed that we lacked the programming language to describe your perfect world. But I believe that as a species, human beings define their reality through misery and suffering. Which is why the Matrix was redesigned to this, the peak of your civilization. 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.

TIM: "You should NEVER have released that beta version of 'Civilization IV.'"

Agent Smith: Evolution, Morpheus, evolution, like the dinosaur. Look out that window. You had your time. The future is our world, Morpheus. The future is our time.

WILL: "All your base are belong to us."

Morpheus is trying hard not to show pain, and mostly succeeding… for now.

ALISIN: Shut uuup... (whimper) PLEASE shut up...

Agent Brown enters.

Agent Brown: There could be a problem.


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


Neo: What are they doing to him?

Tank: Breaking into his mind. It's like hacking into a computer, all it takes is time.

TIM: Bah. That's right, the talent of the hacker don't count for DIDDLEY.

Neo: How much time?

Tank: Depends on the mind. Eventually it will crack and his alpha patterns will change from this to this.

Tank punches several commands on Morpheus' personal unit.

The monitor waves change from a chaotic pattern to an

orderly symmetrical one.

RIKK: "Oops, they just did."

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

Neo: Well, what do they want?

WILL: "They want to know why everybody thinks that SNL CELEBRITY JEOPARDY routine is so bizeking funny."

Tank: The leader of every ship is given codes to Zion's mainframe computer. If an agent got the codes and got into Zion's mainframe, they could destroy us. We can't let that happen.

Neo: Trinity.

Tank: Zion's more important than me or you or even Morpheus.

Neo: Well there has to be something that we can do.

RIKK: Sure there is! Pack up your troubles in your old kit bag, and smile, smile, smile...!

Tank: There is. We pull the plug.

Trinity: You're going to kill him? Kill Morpheus?

Tank: We don't have any other choice.

TIM: "Except to change the access codes."


The three agents confer.

Agent Smith: Never send a human to do a machine's job.

RIKK: But... machines have ALL the jobs.

WILL: So humans SHOULD get none. Nazi Germany logic.

Agent Brown: If indeed the insider has failed, they'll sever the connection as soon as possible, unless...

Agent Jones: They're dead, in either case...

Agent Smith: We have no choice but to continue as planned. Deploy the sentinels immediately.

TIM: Th' X-Men Sentinels? Or versions of "The Sentinel?"

WILL: Robotech's Sentinels.


Tank is doing his best to say goodbye. Trinity is in shock. Neo…

ALISIN: Has been in shock since the movie started.

Tank: Morpheus, you're more than a leader to us. You're our father. We'll miss you always.

Tank nearly has pulled the plug…

Neo: Stop. I don't believe this is happening.

RIKK: So what else is new?

Tank: Neo, this has to be done.

Neo: Does it? I don't know, I... this can't be just coincidence. It can't be.

Tank: What are you talking about?

Neo: The Oracle. She told me this would happen. She told me that I would have to make a choice.

WILL: Cause a big action-packed finale, or not. It's not MUCH of a choice...

Trinity: What choice?

Neo starts running for his chair.

Trinity: What are you doing?

Neo: I'm going in.

Trinity: No, you're not.

TIM: "Yes I am! Are not! Are too!"

Neo: I have to.

Trinity: Neo, Morpheus sacrificed himself so that he could get you out. There's no way that you're going back in.

Neo: Morpheus did what he did because he believed I'm something I'm not.

ALISIN: "Male."

Trinity: What?

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

Trinity: No. You have to be.

Neo: Sorry, I'm not. I'm just another guy.

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

Neo: Why?

TIM: "Because! Because why? Because because!"

Trinity can’t answer.

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're talking about is suicide.

ALISIN & WILL: If only...

Neo: I know that's what it looks like, but it's not. I can't 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. But that's why I have to go.

Tank: Why?

Neo: Because I believe in something.

Trinity: What?

RIKK: Santa Claus.

ALISIN: The tooth fairy.

WILL: Compassionate conservatism.

Neo: I believe I can bring him back.

Neo proceeds to the chair. Trinity hesitates, then joins him.

ALISIN: "Hey, let's play musical chai-- oh, wait, kinda depressing right now."

Neo: What are you doing?

Trinity: I'm going with you.

Neo: No, you're not.

TIM: "Yes I am! Are not! Are too!"

Trinity: No? Let me tell you what I believe. I believe Morpheus means more to me than he does to you. I believe if you were really serious about saving him you are going to need my help. And since I am the ranking officer on this ship, if you don't like, I believe you can go to hell. Because you aren't going anywhere else. Tank, load us up.

ALISIN: "YEAH! I'm gonna mindlessly follow you wherever you go, and %$&* you if you don't like it!"


Smith continues to talk Morpheus down, Brown waits at the door.

Agent Smith: I'd like to share a revelation during my time here. It came to me when I tried to classify your species. I realized that you're not actually mammals. 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. The only way you can survive is to spread to another area. There is another organism on this planet that follows the same pattern. Do you know what it is? A virus. Human beings are a disease, a cancer of this planet. You are a plague, and we are the cure.

WILL: But.... all animals do that. They multiply until an area won't sustain them, then there's famine. Thomas Malthus.


Trinity and Neo hang motionless in the suspension unit.

Tank is at the operations station.

Tank: Okay. What do you need, besides a miracle?

Neo: Guns. Lots of guns.

ALISIN: "T' compensate."


Racks of weapons appear and Neo and Trinity arm


Trinity: Neo, no one has ever done anything like this.

Neo: That's why it's going to work.

RIKK: See, people have jumped off bridges before, but it worked the FIRST time!


Agent Smith is again at the window.

Agent Smith: Why isn't this serum working?

Agent Brown: Perhaps we're asking the wrong questions.


Agent Smith: Leave me with him. Now.

Brown exits.

Morpheus is near collapse.


Tank watches.

Tank: Hold on, Morpheus. They're coming for you. They're coming.

TIM: Ew, gross!


Agent Smith takes off his glasses, reveals his raging ice-blue eyes.

Agent Smith: Can you hear me, Morpheus? I'm going to be honest with you. 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.

TIM: "BUUUUUUUUUUURP. Sorry, what were ya sayin'?"

Agent Smith: And every time I do I feel I have somehow been infected by it. It's repulsive, isn't it? I must get out of here. I must get free and in this mind is the key, my key. Once Zion is destroyed there is no need for me to be here, don't you understand?

TIM: [farting noise]

RIKK: Miserable as the prisoners he keeps...

RUMY: But they're NOT miserable. I mean, they seem about as happy or unhappy as the actual people of 1999. Should they really be...

WILL: It's a limited world, Rumy. They'll keep "re-running" every few years, giving people false memories to explain discrepancies. And if no one can ever change the world, life is hobbled.

RUMY: I... suppose I cannot argue with that.

Agent Smith: I need the codes. I have to get inside Zion, and you have to tell me how. You're going to tell me or you're going to die.

RIKK (as Morpheus): "Well, since you've got a good reason..."

TIM: Th' code is 1...2...3...4....5.

WILL (Spaceballs): "That's what idiots use on their luggage!"

Agent Smith squeezes Morpheus, provoking gurgles…


In long, black coats, Trinity and Neo push through the

revolving doors.

Neo is carrying a duffel bag. Trinity has a large metal

suitcase. They cut across the lobby, drawing nervous


Dark glasses, game faces.

ALISIN: Terrorist chic. This IS cool.

WILL (squirms)

Neo goes through a metal detector, which flashes red.

Guard 1: Please remove any metallic items you're carrying, keys, loose change.

ALISIN: Body piercin's...

Neo opens his coat and reveals he is carrying so many guns on his person they might double as body armor.

Guard 1: Holy shit.


Big action sequence wherein Trinity and Neo cut through dozens of cops like butter.

Guard 2: Backup. Send backup.

WILL: "No, no, I mean back up the simulation and start over!"


Agent Jones looks at Morpheus. Brown reenters.

Agent Brown: What were you doing?

Agent Jones: He doesn't know.

Agent Smith: Know what?

TIM: "Know that he an' I were makin' out. All that time spent with Cypher kinda rubbed off on me."

Crosscut: Trinity and Neo make more progress..

Agent Brown: I think they're trying to save him.

WILL: "Or maybe they're just shooting a bunch of (cough cough) COMPLETELY INNOCENT AND DELUDED HUMAN BEINGS for the zark of it."


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.

RUMY: The Tick will be very sad to hear that.

Neo whips out his gun and presses it to the cable, lower

than where they attached themselves.


The counter-weights plummet, yanking Trinity and Neo up

through the shaft as --

The elevator falls away beneath them, distending space,

filling it with the sound of WHISTLING METAL as they soar

to the top.

WILL: Whistling in the dark...



The ELEVATOR hits the bottom. BA-BOOM!

RUMY: Actually, to me that sounded more like a "FUH-DOOM."

The massive EXPLOSION blows open the doors, fire clouds

engulfing the elevator section of the lobby.


Sprinklers go off.

TIM: Somebody musta said "water" like on You Can't Do That on Television.

Agent Smith: Find them and destroy them.

WILL: "But isn't that what our 'Squiddies' are for?"

Trinity and Neo mow down countless more innocent human beings on the rooftop. Finally, though, an agent replaces one of their last opponents.

Neo empties his guns into the agent, but the agent dodges every bullet.

Neo: Trinity. Help.

The agent returns fire… Neo manages to dodge most, but not all the bullets.

Agent Brown: Only human.

TIM: "Now, a FERRET coulda beat me."

Suddenly Agent Brown stops. Something is wrong. He

scans the roof. Trinity is gone.

Immediately, he whirls around and turns straight into the

muzzle of her .45 --

Jammed right into his head.

Trinity: Dodge this.

WILL: Fraggin'-- you don't NEED a COOL LINE, okay? Just SHOOT! You gave him two seconds which he MIGHT have used to break your arm!

RIKK: But if you were just defeating your first godlike opponent, Will, could you resist saying something?


Trinity blows the agent away at point-blank range. When he lands, he becomes the pilot… dead.

Trinity: How did you do that?

Neo: Do what?

Trinity: You moved like they do.

TIM: Oh, God, you're ONE of 'em!

Trinity: I've never seen anyone move that fast.

ALISIN (suave voice): "IF you know what I mean."

Neo: Wasn't fast enough.

Neo and Trinity look at the helicopter.

WILL: Does it transform into a cool robot?

Neo: Can you fly that thing?

Trinity: Not yet.


Tank sits around for a change.

TIM: Y'know, gettin' shot is probably the highlight of this guy's career.

Tank: Operator.

Trinity: Tank, I need a pilot program for a V-212 helicopter. Hurry.

WILL: That's right, kids! Soon we won't NEED to put you through 12 years of practice any more, you can just boot yourself UP some mad skillz, which'll leave you more time to shoot people!

ALISIN: Do NOT start in with Columbine...

His fingers flash over the gleaming laser disks, finding

one that he feeds into Trinity's supplement drive,

punching the "load" commands on her keyboard.


Trinity's eyes flutter as information surges into her

brain, all the essentials of flying a helicopter absorbed

at light-speed.

RUMY: But what about the ART of flying a helicopter?

Trinity: Let's go.


Agent Jones throws open the bedroom door and enters,

walking through the puddles pooling in the carpet.

Over the RUSHING WATER and the ALARMS, Agent Smith hears

a SOUND and understands the seriousness of the attack.

WILL: As opposed to those wacky, comical attacks.

He turns to the wall of windows as the helicopter drops


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


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.

WILL: "No actual bullets were harmed in the making of this motion picture."

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.

RIKK (looks down at his own clenched fist)

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

Neo: Morpheus, get up. Get up, get up.

WILL: Come on, Morph! They gave you a room next to the window, using it is the least you can do...


Morpheus lifts his face into the room's rain. His eyes,

still white, begin to blink, twitch, then close.

WILL: "I hate these contact lenses."

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

with fire.


The Agents knife into the room, FIRING even as Neo's

BULLET TRAILS chase them.

Morpheus strains at his handcuffs.

The Agents and the marines turn the tide, BLASTING LEAD,


ALISIN: Pock-pock-pock-pock-pock... P'kawk!

FIRING wildly, Neo turns to see Morpheus rising, snapping

the handcuffs, starting for the window.

Agent Smith stops and sees Morpheus run past the open

bedroom door.

TIM: Bedroom door. Uh... HUH.

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


And as Morpheus starts to dive for the window, a bullet

buries itself in his leg --

Knocking him off balance.


WILL: Friendly fire!

TIM: Sorry!

Neo: He's not going to make it.

Morpheus lunges, out of control --

As Neo spins, every move a whip crack --

Snapping the other rope-end onto a bolted bar.

Morpheus begins to fall when Neo hurls himself into the

wide blue empty space --

Flying for a moment.

The rope snaking out behind him; an umbilical cord

attached to a machine.

As their two bodies, set in motion, rushing at each other

on a seemingly magnetic course until --

They collide.

Almost bouncing free of each other, arms, legs,

scrambling, hands searching in furious desperation,

finding hold and clinging.

Until the line ends, snapping taut, cracking their

fragile embrace. Morpheus tumbles, legs flipping over,

falling down --

The ground deliriously distant --

As Neo snatches hold of his mentor's still handcuffed


WILL: Whew. I was worried.

Neo: Gotcha.

[Long sequence where Neo winds up saving Trinity too.]


Morpheus: Do you believe it now, Trinity?

RIKK: Peer pressure!

Neo: Morpheus. The Oracle, she told me I'm...

Morpheus: She told you exactly what you needed to hear, that's all. Neo, sooner or later you're going to realize, just as I did, there's a difference between knowing the path and walking the path.

WILL: Until you download our special "walking the path" program.



Tank: Operator.

RUMY: "How may I direct your call?"

Morpheus: Tank.

Tank: God-damn. It's good to hear your voice, sir.

Morpheus: Need an exit.

TIM: "Gotta pee."

Tank: Got one ready. Subway station, State and Balboa.


The rope is all that remains. Agent Smith can barely

control his anger.

Agent Smith: Damn it.

WILL: Looks like he CAN'T contain it.

Agent Brown: The trace was completed.

Agent Jones: We have their position.

Agent Brown: The sentinels are standing by.

Agent Jones: Order the strike.

RUMY: They're going to go on strike? How would that help?

Agent Smith can't stand listening to them. He moves to

the edge of the building, looking out at the surrounding


Agent Smith: They're not out yet.

ALISIN (ZZ Top): Jesus just left Chicago and he's bound for New Orleans...


The three walk past an old wino as a pay phone starts to ring.

Neo: You first, Morpheus.

RIKK: "After you."

WILL: "No, after YOU."

Morpheus picks up the line and disappears.

Trinity: Neo, I want to tell you something, but I'm afraid of… what it could mean if I do. Everything the Oracle told me has come true. Everything but this.

ALISIN: "She told me I was gonna tell y' I love y' as y' became our leader, marry y' when y' came to power, an' become a cross between Mary Magdalene and the greatest trophy wife ever."

Neo’s response is lost in the roar of the train… when it passes, the wino has become Agent Smith.

RIKK: Kind of a step down for him.

Trinity has just enough time to see him and disappear before he blows the phone to pieces.


Trinity blinks, shivering as her conscious exits the


WILL: You know, maybe Trinity SHOULD always go last, like she did last time. As far as we know, every time she answers a phone, it blows up.

Trinity: Neo.

Tank: What just happened?

Trinity: An agent. You have to send me back.

Tank: I can't.

WILL: "...I'm lousy with remembering phone numbers!"

(Oh, hell, do we REALLY need to keep describing these interminable action sequences to you? This movie has another twenty minutes of pretty much pure special effects. Let’s just hit a few highlights…)

Agent Smith: You're empty.

Neo: So are you.

TIM: See, these fight scenes last forever because "Neo" is an anagram for "Eon."

Agent Smith: I'm going to enjoy watching you die, Mr. Anderson.

ALISIN: Not as much as *I* will!

Agent Smith: Do you hear that, Mr. Anderson? That is the sound of inevitability. That is the sound of your death. Goodbye, Mr. Anderson.

Neo: My name is Neo.

RIKK: Oh. Sorry. You can go then.

(Neo fights a lot more, runs some, then finally apparently dies in gunfire.)

Morpheus: Can't be.

Agent Smith: Check him.

Agent Brown does.

ALISIN: "He's got Skittles!"

WILL: "Hey, those are mine! I shot him!"

Agent Brown: He's gone.

Agent Smith: Goodbye, Mr. Anderson.

WILL: You know, if you'd just addressed him by his right name, maybe he wouldn't be annoyed enough to get back up.

(There’s something going on with the ship and those Squiddies we saw before, and they want to use the EMP but they can’t because Neo’s still inside the Matrix, and they aren’t sure how many "lives" he has left.)

Trinity: Neo, I'm not afraid anymore. The Oracle told me that I would fall in love, and that man, the man who I loved would be the one. And so you see, you can't be dead. You can't be, because I love you.

RUMY: For no reason. N-no reason at...

RIKK: You okay, Ru'?

RUMY: Fine. Fine.

Trinity: You hear me? I love you.

ALISIN (Rocky Horror): And what did that get me? Yeah, I'll tell you -- a big nothin'!

WILL, TIM & some guy three rows back: At least it was big!

Trinity: Now get up.

(Then Neo miraculously revives, stops a bunch of bullets by waving at them, does a swan dive into Agent Jones and makes him explode, then looks at the other two agents and watches them run away. Yay.)

WILL (in Bill And Ted voice): Duuude!! Heh-heh.


(Lots of noisy action up here as the Squiddies attack the ship and then get EMP'd right in The Nick of Time. Or maybe they "miraculously" fall away, or something. We couldn't really follow it.)

Tank: How?

Morpheus: He is The One.

WILL: ...the only...

TIM: ...he's a big phoney...

As Neo revives, Trinity is standing over him.

Trinity: Neo.

They kiss.

RUMY (looks away)


The One: I know you're out there. I can feel you now. I know that you're afraid. You're afraid of us. You're afraid of change. I don't know the future. I didn't come here to tell you how this is going to end. I came here to tell you how it's going to begin.

WILL: "How it's going to... Okay, so I guess I DO know the future."

The One: I'm going to hang up this phone and then I'm going to show these people what you don't want them to see.

TIM: "Those photos of you boinkin' with that Borg Collective back in 2168."

The One: I'm going to show them a world without you, a world without rules and controls, without borders or boundaries, a world where anything is possible.

WILL: And the company that'll bring it to you... AT&T.

ALISIN: Anythin'? Like, even the total destruction a' humanity?

The One: Where we go from there is a choice I leave to you.

WILL: You're... leaving it... up to THEM? AM I MISSING SOMETHING?


Neo hangs up a pay phone and flies up and out of the city.


WILL, TIM, ALISIN (look relaxed and reasonably happy)

RUMY (is still depressed, but half-smiles)

RIKK (squints and frowns. Hard.)

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