НАЗВАНИЕ: The Matrix (1999)
ГОД: 1999
СЦЕНАРИСТ: Lilly Wachowski and Lana Wachowski
ИСТОЧНИК: ScriptSlug (PDF) — https://www.scriptslug.com/script/the-matrix-1999
URL: https://assets.scriptslug.com/live/pdf/scripts/the-matrix-1999.pdf
СКАЧАНО: 2026-10-12 11:49
ПРИМЕЧАНИЕ: текст чужой, для личного изучения. Не распространять. Не исполнять.
======================================================================

           by

Larry and Andy Wachowski




                 NUMBERED SHOOTING SCRIPT

                 March 29, 1998
    FADE IN:


1   ON COMPUTER SCREEN                                             1

    so close it has no boundaries.

    A blinding 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 --

                               MAN (V.O.)
                 Yeah?

    Data now slashes across the screen, information flashing
    faster then we can read: "Call trans opt: received.
    2-19-98 13:24:18 REC:Log>."

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

    On screen:    "Trace program:   running."

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

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

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

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

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

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

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

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

                                                     (CONTINUED)
                                                                2.

1   CONTINUED:                                                       1

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

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

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

    Only two thin digits left.

                                CYPHER (V.O.)
                 Do you?

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

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

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

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

    The final NUMBER POPS into place --

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

                                CYPHER (V.O.)
                 Hear what?

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

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

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

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

                                TRINITY (V.O.)
                 I better go.

                                                      (CONTINUED)
    THE MATRIX - Rev. 3/9/98                                      3.

1   CONTINUED:    (2)                                                   1

    She hangs up as we PASS THROUGH the numbers, entering the
    nether world of the computer screen. Suddenly, a flash-
    light cuts open the darkness and we find ourselves in --


2   INT. HEART O' THE CITY HOTEL - NIGHT                                2

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

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

    The biggest of them violently kicks in the door. The other
    cops pour in behind him, guns thrust before them.

                                 BIG COP
                 Police!    Freeze!

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

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

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

    She slowly puts her hands behind her head.


3   EXT. HEART O' THE CITY HOTEL - NIGHT                                3

    A black sedan with tinted windows glides in through the
    police cruisers. AGENT SMITH, AGENT BROWN, and AGENT
    JONES get out of the car.

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

                                 AGENT SMITH
                 Lieutenant?

                                 LIEUTENANT
                 Oh shit.

                                                          (CONTINUED)
    THE MATRIX - Rev. 3/9/98                                4.

3   CONTINUED:                                                    3

                               AGENT SMITH
                 Lieutenant, you were given
                 specific orders --

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

                               AGENT SMITH
                 The orders were for your
                 protection.

    The Lieutenant laughs.

                               LIEUTENANT
                 I think we can handle one little
                 girl.

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

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

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


4   INT. HEART O' THE CITY HOTEL                                  4

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

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

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

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

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

                                                    (CONTINUED)
    THE MATRIX - Rev. 3/9/98                                 5.

4   CONTINUED:                                                    4

    A flashlight rocks slowly to a stop.

                                TRINITY
                 Shit.


5   EXT. HEART O' THE CITY HOTEL                                  5

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


6   INT. HEART O' THE CITY HOTEL                                  6

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

                                MAN (V.O.)
                 Operator.

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

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

                               TRINITY
                 Are there any Agents?

                                MORPHEUS (V.O.)
                 Yes.

                                TRINITY
                 Goddamnit!

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

    She takes a deep breath, centering herself.

                                TRINITY
                 All right --

                                MORPHEUS (V.O.)
                 Go.

    She drops the phone.
     THE MATRIX - Rev. 3/9/98                                6.

7    INT. HALL                                                    7

     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.


8    EXT. FIRE ESCAPE                                             8

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


9    EXT. ROOF                                                    9

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

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

     Agent Brown, however, has the same unnatural grace.

     The roof 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.

                               COP
                 That's it, we got her now.

     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 hits, somersaulting up, still
     running hard.

                               COP
                 Jesus Christ -- that's impossible!

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

     It is a dizzying chase up and over the dark plateaued
     landscape of rooftops and sheer cliffs of brick. Ahead,
     she sees her only chance, 50 feet beyond the point where
     her path drops away into a paved chasm, there is!--


10   EXT. WINDOW                                                  10

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

     Trinity zeros in on it, running as hard as she can and --
                                                   (CONTINUED)
                                                            7.

10    CONTINUED:                                                  10

      Hurtles herself into the empty night space, her body
      leveling into a dive. She falls, arms covering her head
      as the whole world seems to spin on its axis --


A10   INT. BACK STAIRWELL                                         A10

      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.

      She wheels on the smashed opening above, her gun
      instantly in her hand, trained, waiting for Agent Brown
      but is met by only a slight WIND that HISSES against the
      fanged maw of broken glass.

      Trinity tries to move.    Everything hurts.

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

      She stands and limps down the rest of the stairs.


11    EXT. STREET                                                 11

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

      The telephone booth.

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

      Across the street, a garbage truck suddenly u-turns, it's
      TIRES SCREAMING as it accelerates. Trinity sees the
      headlights of the truck arcing at the telephone booth as
      if taking aim.

      Gritting through the pain, she races the truck, slamming
      into the booth, the headlights blindingly bright, bearing
      down on the box of Plexiglas just as --

      She answers the phone.

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

                                                    (CONTINUED)
     THE MATRIX - Rev. 3/9/98                               8.

11   CONTINUED:                                                   11

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

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

     His jaw sets as he grinds his molars in frustration.
     Agent Jones and Brown walk up behind him.

                                 AGENT JONES
                  She got out.

                                AGENT SMITH
                  It doesn't matter.

                                AGENT BROWN
                  The informant is real.

     Agent Smith almost smiles.

                                 AGENT SMITH
                  Yes.

                                AGENT JONES
                  We have the name of their next target.

                                AGENT BROWN
                  The name is Neo.

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

                                AGENT SMITH
                  We'll need a search running.

                                AGENT JONES
                  It's already begun.

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

     Swallowed by DARKNESS.

     The DARKNESS CRACKLES with phosphorescent energy, the
     word "searching" blazing in around us as we EMERGE FROM a
     computer screen.

     The screen flickers with windowing data as a search
     engine runs with a steady relentless rhythm.

     We DRIFT BACK FROM the screen and INTO --
                                                              9.

12   INT. NEO'S APARTMENT                                          12

     It is a studio apartment that seems overgrown with
     technology.

     Weed-like cables coil everywhere, duct-taped into
     thickets that wind up and around the legs of several
     desks. Tabletops are filled with cannibalized equipment
     that lay open like an autopsied corpse.

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

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

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

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

                                NEO
               What...?

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

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

                                NEO
               What the hell?

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

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

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

     Someone KNOCKS again.   Neo rises, still unnerved.

                                NEO
               Who is it?

                                CHOI (O.S)
               It's Choi.

                                                     (CONTINUED)
                                                              10.

12   CONTINUED:                                                     12

     Neo flips a series of locks and opens the door, leaving
     the chain on. A young Chinese MAN stands there with
     several of his friends.

                                NEO
                  You're two hours late.

                                  CHOI (MAN)
                  I know.    It's her fault.

                                NEO
                  You got the money?

                                  CHOI
                  Two grand.

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

                                  NEO
                  Hold on.

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

     Opening the door, he hands the disk to Choi.

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

                                NEO
                  If you get caught using that --

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

                                  NEO
                  Right...

     Neo nods as the strange feeling of unrealness suddenly
     returns.

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

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

                                                     (CONTINUED)
                                                                11.

12   CONTINUED:    (2)                                                12

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

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

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

     He smiles and slaps the hand of his nearest droog.

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

                                 DUJOUR
                  Definitely.

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

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

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

     A small white rabbit.      The ROOM TILTS.

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


13   INT. APARTMENT                                                   13

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

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

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

                                                        (CONTINUED)
                                                                 12.

13   CONTINUED:                                                        13

     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.

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

                                  TRINITY
                  Hello, Neo.

                                NEO
                  How do you know that name?

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

                                  NEO
                  Who are you?

                                TRINITY
                  My name is Trinity.

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

                                TRINITY
                  That was a long time ago.

                                  NEO
                  Gee-zus.

                                  TRINITY
                  What?

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

                                  TRINITY
                  Most guys do.

     Neo is a little embarrassed.

                                NEO
                  Do you want to go somewhere and
                  talk?

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

                                                        (CONTINUED)
                                                              13.

13   CONTINUED:    (2)                                              13

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

                                NEO
                  That was you on my computer?

     She nods.

                                NEO
                  How did you do that?

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

                                NEO
                  Of what?

                                TRINITY
                  They're watching you, Neo.

                                NEO
                  Who is?

                                TRINITY
                  Please. Just listen. I know why
                  you're here, Neo. I know 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. You're
                  looking for him.

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

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

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

                                TRINITY
                  It's the question that drives us,
                  the question that brought you
                  here. You know the question just
                  as I did.

                                NEO
                  What is the Matrix?

                                                      (CONTINUED)
     THE MATRIX - Rev. 3/22/98                                   14.

13   CONTINUED:    (3)                                                 13

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

     She leans close, her lips almost touching his ear.

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

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

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

                                                       CUT TO:

14   INT. NEO'S APARTMENT                                              14

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

                                  NEO
                  Shitshitshit.


15   EXT. SKYSCRAPER                                                   15

     The downtown office of Meta CorTechs, a software
     development company.


16   INT. META CORTECHS OFFICE                                         16

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

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

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

                                                       (CONTINUED)
                                                               15.

16   CONTINUED:                                                      16

     His long, bony fingers resume clicking the keyboard.

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

     He turns again.

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

                                NEO
                  Yes, Mr. Rhineheart.   Perfectly
                  clear.


17   INT. NEO'S CUBICLE                                              17

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

                                VOICE (O.S.)
                  Thomas Anderson?

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

                                  NEO
                  Yeah.    That's me.

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

                                FEDEX GUY
                  Have a nice day.

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

                                  NEO
                  Hello?

                                                       (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                  16.

17   CONTINUED:                                                      17

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

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

                                  NEO
                  Morpheus...

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

                                NEO
                  Who's coming for me?

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

                                  NEO
                  Right now?

                                  MORPHEUS (V.O.)
                  Yes.   Now.

     Neo starts to stand.

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

     His head peeks up over the partition. At the elevator,
     he sees Agent Smith, Agent Brown and Agent Jones leading a
     group of cops. A female employee turns and points out
     Neo's cubicle.

     Neo ducks.

                                  NEO
                  Holy shit!

                                  MORPHEUS (V.O.)
                  Yes.

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

                                NEO
                  What the hell do they want with
                  me?!

                                                       (CONTINUED)
                                                               17.

17   CONTINUED:    (2)                                               17

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

                                NEO
                  How?!

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

     The agents are moving quickly towards the cubicle.

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

                                NEO
                  But what if...?

                                MORPHEUS (V.O.)
                  Go!    Now!

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

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


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

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

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

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

     Brown is talking to another employee.

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

     Sweat trickles down his forehead.

                                MORPHEUS (V.O.)
                  Now.

                                                       (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                    18.

17   CONTINUED:    (3)                                                 17

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

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


18   INT. EMPTY OFFICE                                                 18

     The room is empty.

                                 MORPHEUS (V.O.)
                  Good.   Outside there is a scaffold.

                                NEO
                  How do you know all this?

     Morpheus laughs quietly.

                                MORPHEUS (V.O.)
                  The answer is coming, Neo. There
                  is a window in front of you. Open
                  it.

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

                                MORPHEUS (V.O.)
                  You can use the scaffold to get to
                  the roof.

                                  NEO
                  No!    It's too far away.

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

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

                                NEO
                  No way, no way, this is crazy.

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

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

                                                         (CONTINUED)
                                                              19.

18   CONTINUED:                                                     18

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

     He climbs up onto the window ledge. Hanging onto the
     frame, he steps onto the small ledge. The scaffold seems
     even farther away.

                                NEO
                  I'm going to die.

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

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

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

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

                                NEO
                  Shit!


19   EXT. SKYSCRAPER                                                19

     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 rearview mirror of her motorcycle.

                                TRINITY
                  Shit.


20   INT. INTERROGATION ROOM                                        20

     CLOSE ON a camera monitor; 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 was a
     window.

     At the same moment, the door opens and the Agents enter.
     Agent Smith sits down across from Neo. A thick manila
     envelope slaps down on the table. The name on the file:
     "Anderson, Thomas!A."

                                                      (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                  20.

20   CONTINUED:                                                      20

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

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

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

     The pages continue to turn.

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

     Neo feels himself sinking into a pit of shit.

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

     He closes the file.

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

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

                                AGENT SMITH
                  We know that you have been
                  contacted by a certain individual.
                  A man who calls himself Morpheus.
                  Whatever you think you know about
                  this man is irrelevant. The fact
                  is that he is wanted for acts of
                  terrorism in more countries than
                  any other man in the world.
                                (MORE)

                                                       (CONTINUED)
                                                               21.

20   CONTINUED:    (2)                                               20

                                AGENT SMITH (CONT'D)
                  He is considered by many
                  authorities to be the most
                  dangerous man alive.

     He leans closer.

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

     Neo tries to match his stare.

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

     Neo nods to himself.

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

     He does.

                                NEO
                  And you give me my phone call!

     Agent Smith puts his glasses back on.

                                AGENT SMITH
                  You disappoint me, Mr. Anderson.

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

     Agent Smith smiles.

                                                       (CONTINUED)
                                                              22.

20   CONTINUED:    (3)                                              20

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

     The question unnerves Neo and strangely he begins to feel
     the muscles in his jaw tighten. The standing Agents
     snicker, watching Neo's confusion grow into panic.

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

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

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

     Smith nods and the other two rip open his shirt. From a
     case taken out of his suit coat, Smith removes a long,
     fiber-optic wire tap.

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

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

     -- before it begins to burrow, its tail thrashing as it
     worms its way inside.


21   INT. NEO'S APARTMENT - NIGHT                                   21

     Screaming, Neo bolts upright in bed.

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

     The PHONE RINGS.

     It almost stops his heart. It continues RINGING,
     building pressure in the room, forcing him up out of bed,
     sucking him in with an almost gravitational force. He
     answers it, saying nothing.

                                                     (CONTINUED)
     THE MATRIX - Rev. 3/9/98                               23.

21   CONTINUED:                                                   21

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

                                  NEO
                  The Agents --

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

                                NEO
                  What are you talking about? What
                  the hell is happening to me?

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

     Neo feels sick.

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

                                  NEO
                  ... Yes.

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

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


22   EXT. CITY STREET - NIGHT                                     22

     It is just beyond the middle of the night; that time when
     it seems there are no rules and everything feels unsafe.
     Neo's boots scrape against the concrete. Every pair of
     eyes he passes seems to follow him. Rain pours from a
     black sky.

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

                                  TRINITY
                  Get in.
     THE MATRIX - Rev. 3/9/98                                  24.

23   INT. CAR                                                        23

     A large man named APOC is driving. Beside him is a
     beautiful androgyne called SWITCH, aiming a large gun at
     Neo. WINDOW WIPERS BEAT HEAVILY against the windshield.

                                NEO
                  What the hell is this?!

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

                                  NEO
                  From what?

                                  TRINITY
                  From you.

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

                                SWITCH
                  Take off your shirt.

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

                                  NEO
                  What?   Why?

                                  SWITCH
                  Stop the car.

     Apoc does.

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

                                  NEO
                  Fine.

     Neo opens the door.

                                TRINITY
                  Neo, please, you have to trust me.

                                  NEO
                  Why?

                                                       (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                 25.

23    CONTINUED:                                                     23

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

      Neo stares out into the sheets of rain railing against
      the dark street beyond the open door.

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

      He closes the door.


A23   EXT. DARK STREET                                               A23

      A moment later the green street lights curve over the
      car's tinted windshield as it rushes through the wet
      underworld.


24    INT. CAR                                                       24

      Neo grudgingly strips off his T-shirt.

                                 TRINITY
                   Lie back.

      Trinity aims the device at Neo, its glass snout forming a
      seal over his navel. Switch snaps a cable into the front
      seat cigarette lighter.

                                 NEO
                   What is this thing?

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

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

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

                                 TRINITY
                   Come on, come on...

      On a small monitor that projects an ultrasound-like
      image, we see Neo's insides begin to slither and churn.
      He gasps as something wiggles beneath his skin inside his
      stomach.

                                                      (CONTINUED)
     THE MATRIX - Rev. 3/9/98                               26.

24   CONTINUED:                                                   24

                                SWITCH
                  It's on the move.

                                 TRINITY
                  Shit.

                                SWITCH
                  You're gonna lose it.

                                 TRINITY
                  No I'm not.   Clear.

     The foreboding word hangs in Neo's ear for a moment when
     Trinity squeezes a trigger. Electric current hammers
     into Neo and rigid convulsions take hold of him beneath
     the flickering car lamp until --

     Something finally rockets wetly out of Neo's stomach
     through the extractor's coils.

                                NEO
                  Jesus Christ! It's real?!
                  That thing is real?!

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

     She unrolls the window and dumps it out.


25   EXT. CAR                                                     25

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


26   EXT. HOTEL LAFAYETTE                                         26

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


27   INT. HOTEL LAFAYETTE                                         27

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

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

                                 TRINITY
                  This is it.

                                                   (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                  27.

27   CONTINUED:                                                      27

     Neo can hear his own heart pounding.

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


28   INT. ROOM 1313                                                  28

     Across the room, a DARK FIGURE stares out the tall
     windows veiled with decaying lace. He turns and his
     smile lights up the room. A dull ROAR of THUNDER shakes
     the old building.

                                   MORPHEUS
                  At last.

     He wears a long black coat and his eyes are invisible
     behind circular mirrored glasses. He strides to Neo and
     they shake hands.

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

                                   NEO
                  It's an honor.

                                MORPHEUS
                  No, the honor is mine. Please.
                  Come. Sit.

     He nods to Trinity and she exits through a door to an
     adjacent room. They sit across from one another in
     cracked, burgundy-leather chairs.

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

                                NEO
                  You could say that.

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

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

                                                       (CONTINUED)
                                                               28.

28   CONTINUED:                                                      28

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

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

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

                                NEO
                  No.

                                MORPHEUS
                  Why not?

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

                                MORPHEUS
                  I know exactly what you mean.

     Again, that smile that could cut glass.

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

                                NEO
                  The Matrix?

                                MORPHEUS
                  Do you want to know what it is?

     Neo swallows hard and nods.

                                                       (CONTINUED)
                                                                29.

28   CONTINUED:    (2)                                                28

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

                                NEO
                  What truth?

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

     The LEATHER CREAKS as he leans back.

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

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

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

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

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

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

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

                                                       (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                 30.

28   CONTINUED:    (3)                                              28

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

                                MORPHEUS
                  Follow me.


29   INT. OTHER ROOM                                                29

     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, Switch and
     Cypher look up as they enter.

                                MORPHEUS
                  Apoc, are we on-line?

                                APOC
                  Almost.

     He and Trinity are working quickly, hardwiring a complex
     system of monitors, modules and drives.

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

     Neo sits in a chair in the center of the room and Trinity
     begins gently fixing white electrode disks to him. Near
     the chair is an old oval dressing mirror that is cracked.
     He whispers to Trinity:

                                NEO
                  You did all this?

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

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

                                NEO
                  What does that mean?

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

                                                      (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                  31.

29   CONTINUED:                                                      29

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

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

                                 NEO
                  Did you...?

     Cypher works with Apoc, checking reams of phosphorescent
     data. Trinity monitors Neo's electric vital signs. Neo
     reaches out to touch the mirror and his fingers disappear
     beneath the rippling surface.

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

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

     A flash of lightning flickers white hot against Neo.

                                NEO
                  This can't be...

                                 MORPHEUS
                  Be what?   Be real?

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

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

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

                                 NEO
                  Uh-oh...

                                TRINITY
                  It's going into replication.

                                 MORPHEUS
                  Apoc?

                                                       (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                 32.

29   CONTINUED:    (2)                                              29

                                   APOC
                  Still nothing.

     Morpheus takes out a cellular phone and dials a number.

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

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

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

                                   NEO
                  It's cold.

                                TRINITY
                  I got fibrillation!

                                   MORPHEUS
                  Shit!   Apoc?

     Streams of mercury run from Neo's nose.

                                APOC
                  Targeting... almost there.

     An ALARM on Trinity's monitor ERUPTS.

                                TRINITY
                  He's going into arrest!

                                 APOC
                  Lock!   I got him!

                                MORPHEUS
                  Now, Tank, now!

     His eyes tear with mirror, rolling up and closing as a
     HIGH-PITCHED ELECTRIC SCREAM erupts in the HEADPHONES.
     It is a piercing shriek like a computer calling to
     another computer --

     Neo's body arches in agony and we are PULLED like we were
     pulled INTO the holes of the phone, sucked into his scream
     and swallowed by darkness.


30   INT. POWER PLANT - CLOSE ON MAN'S BODY                         30

     floating in a magenta amnion.

                                                   (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                 33.

30   CONTINUED:                                                     30

     His body spasms, fighting against the thick gelatin.

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

     He is struggling desperately now. Air bubbles into the
     Jell-O but does not break the surface. Pressing up, the
     surface distends, stretching like a red rubber cocoon.

     Unable to breathe, he fights wildly to stand, clawing at
     the thinning elastic shroud, until it ruptures, a hole
     widening around his mouth as he sucks for air. Tearing
     himself free, he emerges from the cell.

     It is Neo.

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

     He is standing in an oval capsule of clear alloy filled
     with magenta gelatin, the surface of which has solidified
     like curdled milk. The IVs in his arms are plugged into
     outlets that appear to be grafted to his flesh.

     He feels the weight of another cable and reaches to the
     back of his head where he finds an enormous coaxial
     plugged and locked into the base of his skull. He tries
     to pull it out but it would be easier to pull off a
     finger.

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

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

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

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

     His sight is blurred and warped, exaggerating the
     intensity of the vision. The sound of the plant is like
     the sound of the ocean heard from inside the belly of
     Leviathan.

                                                   (CONTINUED)
                                                                34.

30   CONTINUED:    (2)                                                30

     From above, a machine drops directly in front of Neo. He
     swallows his scream as it seems to stare at him. It is
     almost insect-like in its design; beautiful housings of
     alloyed metal covering organic-like systems of hard and
     soft polymers.

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

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

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


31   INT. WASTE LINE                                                  31

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

     Banking through pipe spirals and elbows, flushing up
     through grease traps clogged with oily clumps of
     cellulite.


32   INT. SEWER MAIN                                                  32

     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.


33   INT. HOVERCRAFT                                                  33

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

     He smiles.

                                MORPHEUS
                  Welcome to the real world, Neo.

     Neo passes out.

                                                    FADE TO BLACK.
     THE MATRIX - Rev. 3/9/98                                   35.

     FADE IN:

34   INT. HOVERCRAFT                                                  34

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

                              MORPHEUS (O.S.)
                We've done it, Trinity. We found
                him.

                              TRINITY (O.S.)
                I hope you're right.

                              MORPHEUS (O.S.)
                I don't have to hope it. I know
                it.

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

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

                                 MORPHEUS
                Far from it.

                                                 FADE TO BLACK.


35   INT. HOVERCRAFT - INFIRMARY                                      35

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

                              DOZER
                He still needs a lot of work.

     DOZER and Morpheus are operating on Neo.

                              NEO
                What are you doing?

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

     Fluorescent light sticks burn unnaturally bright.

                              NEO
                Why do my eyes hurt?

                              MORPHEUS
                You've never used them before.

     Morpheus closes Neo's eyes and Neo lays back.

                                                      (CONTINUED)
                                                               36.

35   CONTINUED:                                                      35

                                 MORPHEUS
                  Rest, Neo.   The answers are
                  coming.


36   INT. NEO'S ROOM                                                 36

     Neo wakes up from a deep sleep, feeling better. 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 runs his hand over the short hair now covering 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
     door.

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

                                MORPHEUS
                  More important than what is when?

                                 NEO
                  When?

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

     The wind is knocked from Neo's chest.

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


37   INT. HOVERCRAFT                                                 37

     Like a sleepwalker, Neo follows Morpheus through the
     ship.

                                MORPHEUS
                  This is my ship, the
                  Nebuchadnezzar. It's a
                  hovercraft.
                                (MORE)

                                                       (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                37.

37   CONTINUED:                                                    37

                                MORPHEUS (CONT'D)
                  Small like a submarine. It's
                  cramped and cold. But it's home.

     They climb a ladder up to the main deck.


38   INT. MAIN DECK                                                38

     Everyone is there.

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

     Trinity smiles and nods.

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

     The names and faces wash meaninglessly over Neo.

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

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

     At the center of the web, there are six ecto-skeleton
     chairs made of a poly-alloy frame and suspension harness.
     Near the circle of chairs is the control console and
     operator's station where the network is monitored.

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

     He touches the back of Neo's head.

                                MORPHEUS
                  Help him, Trinity.

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

                                                     (CONTINUED)
                                                               38.

38   CONTINUED:                                                      38

                                MORPHEUS
                  This will feel a little weird.

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

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

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


39   INT. CONSTRUCT                                                  39

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

                                MORPHEUS
                  This is the Construct.

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

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

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

                                MORPHEUS
                  Sit down.

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

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

     Morpheus smiles.

                                MORPHEUS
                  Is it so hard to believe? Your
                  clothes are different, the plugs
                  in your arms and head are gone.
                  Look at your hair, you were bald a
                  moment ago.

     Neo touches his head.

                                                       (CONTINUED)
                                                              39.

39   CONTINUED:                                                     39

                                MORPHEUS
                  It's what we call residual self
                  image. The mental projection of
                  your electronic self. Wild, isn't
                  it?

     Neo's hands run over the cracked leather.

                                NEO
                  This -- This isn't real?

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

     He picks up a remote control and clicks on the
     television. On the television, we see images of the
     Twentieth Century city where Neo lived.

                                MORPHEUS
                  This is the world 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.

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

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

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

                                MORPHEUS
                  'The desert of the real.'

     Beneath us, the water is gone.

                                                      (CONTINUED)
                                                              40.

39   CONTINUED:    (2)                                              39


     We TURN AND DESCEND, SPIRALING DOWN TOWARD the lake bed
     which is scorched and split like burnt flesh, where we
     FIND Morpheus and Neo. Neo clings to the chair, trying
     to get his bearings.

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

                                NEO
                  A.I.? You mean artificial
                  intelligence?

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

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

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

     As we DESCEND INTO the circular window of his glasses,
     there is a flash of lightning.

                                MORPHEUS
                  Throughout human history, we have
                  been dependent on machines to
                  survive. Fate, it seems, is not
                  without a sense of irony.
                                                               41.

40    EXT. FETUS FIELDS                                              40

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

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

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

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

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

                              MORPHEUS
                There are fields, endless fields
                where human beings are no longer
                born; we are grown.

      We RISE UP, the field stretching in every direction to
      the horizon, lightning tearing open the sky as a
      harvester sweeps past us.


A40   INT. POWER PLANT                                               A40

      From the yawning black of the waste port, we begin to
      PULL BACK as it snaps shut.

      Red amniotic gel flows into the pod below us, pooling
      around a tiny newborn that suckles its feed tube.

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

      Still PULLING BACK, we see the image of the power plant
      now on the television as we return to the white space of
      the construct.
                                                              42.

41   INT. CONSTRUCT                                                 41

     Morpheus steps INTO VIEW as he clicks off the television.

                             MORPHEUS
               What is the Matrix? Control.

     He opens the back of the television remote control.

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

     He holds up a coppertop battery.

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

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

                              NEO
               Stop!   Let me out!   I want out!


42   INT. MAIN DECK                                                 42

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

                             NEO
               Get this thing out of me!

                              TRINITY
               Easy, Neo.   Easy.

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

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

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

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

                                                      (CONTINUED)
                                                                43.

42   CONTINUED:                                                       42

                                CYPHER
                  He's going to pop!

     Vomiting violently, Neo pitches forward and blacks out.


43   INT. NEO'S ROOM                                                  43

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

                                NEO
                  I can't go back, can I?

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

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

     Deep down, Neo knows that answer.

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

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

                                 MORPHEUS
                  When the Matrix was first built
                  there was a man born inside that
                  had the ability to change what he
                  wanted, to remake the Matrix as he
                  saw fit. It was this man that
                  freed the first of us and taught
                  us the truth; as long as the
                  Matrix exists, the human race will
                  never be free.

     He pauses.

                                                       (CONTINUED)
                                                                   44.

43   CONTINUED:                                                          43

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

     Neo can feel his eyes on him.

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

     He stands up.

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

                                   NEO
                  For what?

                                   MORPHEUS
                  Your training.


44   INT. HOVERCRAFT                                                     44

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


45   INT. NEO'S ROOM                                                     45

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

                                  TANK
                  Morning.    Did you sleep?

                                   NEO
                  No.

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

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

                                                        (CONTINUED)
                                                               45.

45   CONTINUED:                                                      45

                                NEO
                  You don't have...

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

                                 NEO
                  Zion?

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

                                 NEO
                  It's a city?

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

                                 NEO
                  Where is it?

                                TANK
                  Deep underground. Near the
                  earth's core, where it's still
                  warm. You live long enough, you
                  might even see it.
                         (he smiles)
                  Goddamn, I got to tell you, I'm
                  fairly excited to see what you are
                  capable of. I mean if Morpheus is
                  right and all. We're not supposed
                  to talk about any of that but if
                  you are, well then this is an
                  exciting time. We got a lot to do
                  so let's get to it.


46   INT. MAIN DECK                                                  46

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

                                                       (CONTINUED)
                                                              46.

46   CONTINUED:                                                     46

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

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

                                TANK
                  How about some combat training?

     Neo reads the label on the disk.

                                  NEO
                  Jujitsu?    I'm going to learn
                  jujitsu?

     Tank slides the disk into Neo's supplement drive.

                                  NEO
                  No way.

     Smiling, Tank punches the "load" code. His body jumps
     against the harness as his eyes clamp shut. The monitors
     kick wildly as his heart pounds, adrenaline surges, and
     his brain sizzles. An instant later his eyes snap open.

                                  NEO
                  Holy shit!

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

                                  NEO
                  Hell yes!


47   INT. MAIN DECK                                                 47

     CLOSE ON a computer monitor as grey pixels slowly fill a
     small, half-empty box. It is a meter displaying how much
     download time is left.

     The title bar reads: "Combat Series 10 of 12," file
     categories flashing beneath it: "Savate, Jujitsu, Ken Po,
     Drunken Boxing..."

     Morpheus walks in.

                                                      (CONTINUED)
     THE MATRIX - Rev. 3/9/98                              47.

47   CONTINUED:                                                  47

                                MORPHEUS
                  How is he?

                                TANK
                  Ten hours straight.   He's a
                  machine.

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

                                NEO
                  This is incredible.   I know kung
                  fu.

                                MORPHEUS
                  Show me.


48   INT. DOJO                                                   48

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

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

     Neo nods as Morpheus assumes a fighting stance.

                                MORPHEUS
                  Then hit me, if you can.

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

     It is like a Jackie Chan movie at high speed, fists and
     feet striking from every angle as Neo presses his attack,
     but each and every blow is blocked by effortless speed.


49   INT. MAIN DECK                                              49

     While their minds battle in the programmed reality, the
     two bodies appear quite serene, suspended in the drive
     chairs.

     Tank monitors their Life Systems, noticing that Neo is
     wildly and chaotically lit up as opposed to the slow and
     steady rhythm of Morpheus.
                                                             48.

50   INT. MESS HALL                                                50

     MOUSE bursts into the room, interrupting dinner.

                                MOUSE
                  Morpheus is fighting Neo!

     All at once, everyone bolts for the door.


51   INT. DOJO                                                     51

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

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

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

     Neo falls.

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

                                MORPHEUS
                  How did I beat you?

                                NEO
                  You -- You're too fast.

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

     Neo is frustrated, still unable to catch his breath.

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

     Neo stands, nodding slowly.

                                MORPHEUS
                  Again.

     Their fists fly with pneumatic speed.
                                                             49.

52   INT. MAIN DECK                                                52

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

                               MOUSE
                 Jeezus Keeerist! He's fast! Look
                 at his neural-kinetics! They're
                 way above normal!


53   INT. DOJO                                                     53

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

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

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

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

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


54   INT. MAIN DECK                                                54

     There are several gasps.

                               MOUSE
                 I don't believe it!


55   INT. DOJO                                                     55

     Morpheus rubs his face, then smiles.

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

                               MORPHEUS
                 I'm trying to free your mind, Neo,
                 but all I can do is show you the
                 door. You're the one that has to
                 step through. Tank, load the jump
                 program.
                                                                50.

56   INT. HOVERCRAFT                                                  56

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


57   INT. CONSTRUCT - ROOFTOP - DAY                                   57

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

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

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

                                NEO
               Shit.

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

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

     He takes a deep breath.    And starts to run.


58   INT. MAIN DECK                                                   58

     They are transfixed.

                             MOUSE
               What if he makes it?

                              APOC
               No way.   Not possible.

                             TANK
               No one's ever made their first
               jump.

                             MOUSE
               I know, but what if he does?

                                APOC
               He won't.

                                                        (CONTINUED)
                                                               51.

58   CONTINUED:                                                      58

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

                                TRINITY
                  Come on.


59   EXT. ROOFTOP                                                    59

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

     -- but comes up drastically short.

     His eyes widen as he plummets. Stories fly by, the
     ground rushing up at him, but as he hits, the ground gives
     way, stretching like a trapeze net. He bounces and flips,
     slowly coming to a rest, flat on his back.

     He laughs, a bit unsure, wiping the windblown tears from
     his face. Morpheus exits the building and helps him to
     his feet.

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

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

     Morpheus smiles and nods.


60   INT. MAIN DECK                                                  60

     They break up.

                                MOUSE
                  What does it mean?

                                SWITCH
                  It doesn't mean anything.

                                CYPHER
                  Everyone falls the first time,
                  right, Trinity?

     But Trinity has already left.

     Neo's eyes open as Tank eases the plug out. He tries to
     move and groans, cradling his ribs. While Tank helps
     Morpheus, Neo spits blood into his hand.

                                                       (CONTINUED)
                                                               52.

60   CONTINUED:                                                      60

                                NEO
                  I thought it wasn't real.

                                MORPHEUS
                  Your mind makes it real.

     Neo stares at the blood.

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

                                MORPHEUS
                  The body cannot live without the
                  mind.


61   INT. NEO'S ROOM                                                 61

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

                                TRINITY
                  Neo, I saved you some dinner --

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

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


62   INT. HALL                                                       62

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

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

     Trinity says nothing.

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

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

                                                       (CONTINUED)
                                                               53.

62   CONTINUED:                                                      62

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

                                TRINITY
                  Morpheus will take him when he's
                  ready.

     She turns and he watches her walk away.


63   EXT. CITY STREET - TRAINING PROGRAM - DAY                       63

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

                                MORPHEUS
                  The Matrix is a system, Neo, and
                  that system is our enemy. But
                  when you are inside and you look
                  around, what do you see;
                  businessmen, lawyers, teachers,
                  carpenters. The minds of the very
                  people we are trying to save. But
                  until we do, these people are
                  still a part of the system and
                  that makes them our enemy.

     A cop writing a parking ticket stares at Neo from behind
     his sunglasses.

                                 MORPHEUS
                  You have to understand that most
                  of these people are not ready to
                  be unplugged and many of them are
                  so inured, so hopelessly dependent
                  on the system that they will fight
                  to protect it.

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

                                 MORPHEUS
                  Were you listening to me, Neo? Or
                  were you looking at the woman in
                  the red dress?

                                NEO
                  I was...

                                                       (CONTINUED)
                                                               54.

63   CONTINUED:                                                      63

                                   MORPHEUS
                  Look again.

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

                                   MORPHEUS
                  Freeze it.

     Everything except Morpheus and Neo freezes.

                                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're
                  one of them.

                                   NEO
                  What are they?

                                MORPHEUS
                  Sentient programs. They can move
                  in and out of any software still
                  hardwired to their system. That
                  means that anyone that we haven't
                  unplugged is potentially an Agent.
                  Inside the Matrix, they are
                  everyone and they are no one.

     Neo stares at the Agent.

                                MORPHEUS
                  We've survived by hiding from
                  them, running from them, but they
                  are the gatekeepers, they're
                  guarding all the doors, holding
                  all the keys, which means that
                  sooner or later someone is going
                  to have to fight them.

                                   NEO
                  Someone?

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

                                                       (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                  55.

63   CONTINUED:    (2)                                               63

                                NEO
                  Why?

                                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 on a world that is built by
                  rules. Because of that they will
                  never be as strong or as fast as
                  you can be.

     Neo scratches his head.

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

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

     Morpheus' cell PHONE RINGS and he flips it open.

                                TANK (V.O.)
                  We got trouble.


64   EXT. SEWER MAIN                                                 64

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


65   INT. COCKPIT                                                    65

     Morpheus slides into the copilot's chair next to Dozer.

                                MORPHEUS
                  Did Zion send the warning?

                                DOZER
                  No. Another ship. Big Brother I
                  think, they're running a parallel
                  pipeline.

     Morpheus scans the decayed landscape of the sewer main
     that rolls by as Neo and Trinity squeeze into the cockpit
     behind him. An ALARM BEGINS TO SOUND.

                                                       (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                  56.

65   CONTINUED:                                                      65

                                DOZER
                  Shit, Squiddy's sweeping in quick.

                                MORPHEUS
                  Set it down in there.

                                NEO
                  Squiddy?

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

                                DOZER
                  Search and destroy.

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


66   EXT. HOVERCRAFT                                                 66

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


67   INT. COCKPIT                                                    67

     Morpheus clicks the intercom.

                                MORPHEUS
                  How we doing, Tank?


68   INT. MAIN DECK                                                  68

     Tank works furiously at the operator's station as the
     ceaseless WHIR of the ship's TURBINES GRIND TO a HALT.
     The main deck is plunged into dark silence. The rest
     of the screw stands behind him as he whispers.

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

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


69   INT. COCKPIT                                                    69

     Neo leans into Trinity's ear.

                                                       (CONTINUED)
                                                              57.

69   CONTINUED:                                                     69

                                  NEO
                  E.M.P.?

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

     Dozer looks up.

                                  DOZER
                  Now we wait.

     THROUGH the cockpit's windshield, the vast cavern of the
     sewer main yawns before them. Strands of green haze curl
     round mossy icicles that dangle into a pool of churning
     frozen waste. Neo begins to angle around Dozer but
     Morpheus grabs him.

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

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

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

     They see it.

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

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

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


70   INT. HALL                                                      70

     The ship is quiet and dark.        Everyone is asleep.
                                                             58.

71   INT. MAIN DECK                                                71

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

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

                              NEO
               Sorry.

                             CYPHER
               No, it's all right.

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

                              NEO
               Is that...?

                              CYPHER
               The Matrix?   Yeah.

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

                             NEO
               Do you always look at it encoded?

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

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

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

     He raises the glass.

                                                   (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                  59.

71   CONTINUED:                                                      71

                                CYPHER
                  Why, oh why, didn't I take that
                  blue pill?

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

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

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

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

     Neo looks up, unsure.

                                CYPHER
                  Why you're here?

                                NEO
                  ... Yeah.

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

     Neo looks down at his drink.

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

                                NEO
                  Really?

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

                                NEO
                  How many were there?

                                                       (CONTINUED)
                                                               60.

71    CONTINUED:    (2)                                              71

                                  CYPHER
                   Five.   Since I've been here.

                                 NEO
                   What happened to them?

                                  CYPHER
                   Dead.   All dead.

                                   NEO
                   How?

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

      Neo gulps down another shot.

                                 NEO
                   Thanks... for the drink.

                                   CYPHER
                   Anytime.

      Cypher nods as Neo heads for the ladder.

                                   CYPHER
                   Sweet dreams.


A71   INT. RESTAURANT - NIGHT                                        A71

      CHAMBER MUSIC and the ambiance of wealth soak the
      restaurant around us as we watch a serrated knife saw
      through a thick, gorgeous steak. The meat is so perfect,
      charred on the outside, oozing red juice from the inside,
      that it could be a dream.

      We hear a voice that we recognize immediately.

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

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

                                                       (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                61.

A71   CONTINUED:                                                    A71

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

      He shoves it in, eyes rolling up, savoring the tender
      beef melting in his mouth.

                                 CYPHER
                   Ignorance is bliss.

      Agent Smith watches him chew the steak loudly, smacking
      it between his teeth.

                                 CYPHER
                   Mmm so, so goddamn good.

                                 AGENT SMITH
                   Then we have a deal?

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

                                 AGENT SMITH
                   Whatever you want, Mr. Reagan.

      Cypher takes a deep drink of wine.

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

                                 AGENT SMITH
                   Access codes to the Zion
                   mainframe.

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

                                 AGENT SMITH
                   Morpheus.
     THE MATRIX - Rev. 3/9/98                               62.

72   INT. MESS HALL                                               72

     CLOSE ON breakfast, a substance with a consistency
     somewhere between yogurt and cellulite.

                             TANK
               Here you go, buddy.   Breakfast of
               champions.

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

                             APOC
               You mean the breakfast, lunch, and
               dinner of champions.

                             MOUSE
               If you close your eyes, it almost
               feels like you're eating runny
               eggs.

                             APOC
               Or a bowl of snot.

                             MOUSE
               But you know what it really
               reminds me of? Cream of Wheat.
               Did you ever eat Cream of Wheat?

                             SWITCH
               No, but technically neither did
               you.

                             MOUSE
               Exactly my point, because you have
               to wonder, how do the machines
               know what Cream of Wheat really
               tasted like? Maybe they got it
               wrong, maybe what I think Cream of
               Wheat tasted like actually tasted
               like oatmeal, or tuna fish. It
               makes you wonder about a lot of
               things. Take chicken for example.
               Maybe they couldn't figure out
               what to make chicken taste like
               which is why chicken tastes like
               everything. And maybe --

                             APOC
               Shut up, Mouse.

     Neo scoops up a spoonful.

                                                    (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                 63.

72   CONTINUED:                                                     72

                                DOZER
                  It's a single-celled protein
                  combined with synthetic aminos,
                  vitamins, and minerals.
                  Everything your body needs. We
                  grow it in a vat.

                                MOUSE
                  Oh no, it doesn't have everything
                  the body needs.

     He sidles up to Neo.

                                MOUSE
                  So I understand 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?

                                MOUSE
                  The woman in the red dress. I
                  designed her. She doesn't talk
                  much but if you'd like to, you
                  know, meet her, I could arrange
                  a more personalized milieu.

                                SWITCH
                  The digital pimp hard at work.

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

     Morpheus enters.

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

     With that he turns and leaves.

                                                      (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                    64.

72    CONTINUED:                                                        72

                                 NEO
                   See who?

                                 TANK
                   The Oracle.


A72   INT. MAIN DECK                                                    A72

      Everyone is strapped into their chairs.      Tank is at the
      operator's station.

                                 TANK
                   All right, everyone please observe
                   that the no smoking and fasten
                   seat belt signs have been turned
                   on. Sit back and enjoy your
                   flight.

      He strikes the enter key and we RUSH CLOCKWISE OVER the
      chairs, each body reacting as we...

                                                        CUT TO:


B72   INT. HOTEL LAFAYETTE - ROOM 1313                                  B72

      SPINNING COUNTER-CLOCKWISE AROUND an old PHONE that RINGS
      inside the empty room until we SPIN FULL CIRCLE and FIND
      everyone now standing there.

      Morpheus answers the phone.

                                 MORPHEUS
                   We're in.


73    EXT. HOTEL LAFAYETTE - DAY                                        73

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

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

                                 MORPHEUS
                   We should be back in an hour.

      Cypher opens the driver's door of an old car as Trinity,
      Morpheus and Neo cross to the car, Cypher glances about
      quickly, then drops something inside a garbage can.

                                                        (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                 64A.

73   CONTINUED:                                                      73

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


74   INT. CAR                                                        74

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

                                MORPHEUS
                  Almost unbelievable, isn't it?

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

                                                   (CONTINUED)
                                                               65.

74   CONTINUED:                                                      74

                                   NEO
                  God...

                                   TRINITY
                  What?

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

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

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

     He turns to her.

                                NEO
                  What does that mean?

                                TRINITY
                  That the Matrix cannot tell you
                  who you are.

                                NEO
                  But an Oracle can.

                                TRINITY
                  That's different.

                                   NEO
                  Obviously.

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

                                NEO
                  Did you go to her?

                                   TRINITY
                  Yes.

                                NEO
                  What did she tell you?

                                   TRINITY
                  She told me...

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

                                                       (CONTINUED)
                                                                66.

74   CONTINUED:    (2)                                                74

                                   NEO
                  What?

     The car suddenly jerks to a stop.

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

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

                                CYPHER
                  Here we go again, eh, Trin?

     He smiles as she turns to the window.


75   EXT. BUILDING                                                    75

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


76   INT. BUILDING                                                    76

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


77   INT. ELEVATOR                                                    77

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

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

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

                                   NEO
                  The beginning?

                                MORPHEUS
                  Of the Resistance.

                                NEO
                  And she knows what?    Everything?

                                MORPHEUS
                  She would say she knows enough.

                                                        (CONTINUED)
                                                               67.

77   CONTINUED:                                                      77

                                NEO
                  And she's never wrong.

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

                                NEO
                  She helped you?

                                MORPHEUS
                  Yes.

                                NEO
                  What did she tell you?

                                MORPHEUS
                  That I would find the One.

     DING.   The ELEVATOR opens.


78   INT. HALL                                                       78

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

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

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

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

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

                                MORPHEUS
                  Why?

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

                                                       (CONTINUED)
                                                               68.

78   CONTINUED:                                                      78

                                MORPHEUS
                  What do you believe in?

                                NEO
                  What do I believe in? Are you
                  kidding me? What do you think?
                  The world I grew up in isn't real.
                  My entire life was a lie. I don't
                  believe in anything anymore.

                                MORPHEUS
                  That's why we're here.

                                NEO
                  Why? So I can hear some old lady
                  tell me, what? That I'm this guy
                  that everybody's been waiting for?
                  That I'm supposed to save the
                  world? It sounds insane.
                  Unbelievable. And I don't care
                  who says it, it's still going to
                  sound insane and unbelievable.

                                MORPHEUS
                  Faith is not a matter of
                  reasonability. I do not believe
                  things with my mind. I believe
                  them with my heart. In my gut.

                                NEO
                  And you believe I'm the One?

                                MORPHEUS
                  Yes I do.

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

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

                                NEO
                  Did you believe in them too?

                                MORPHEUS
                  I believed what the Oracle told
                  me... no, I misunderstood what she
                  told me. I believed that it was
                  all about me.

     This is difficult for Morpheus to admit.

                                                       (CONTINUED)
                                                                69.

78   CONTINUED:    (2)                                                78

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

     He looks up at Neo.

                                MORPHEUS
                  And then I saw you, Neo, and my
                  world changed. You can call it
                  an epiphany, you can call it
                  whatever the hell you want.
                  It doesn't matter. It's not
                  about a word. It's about this.
                  So I can't explain it to you.
                  All I can do is believe, Neo,
                  believe that one day you will
                  feel what I felt and know what
                  I know; you are the sixth and
                  the last. You are the One.

     His eyes blaze.

                                MORPHEUS
                  Until that time all I am asking
                  from you is for you to hold on to
                  whatever respect you may have for
                  me and trust me.

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

                                 NEO
                  All right.

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

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


79   INT. ORACLE'S APARTMENT                                          79

     It seems particularly normal.

                                PRIESTESS
                  Make yourself at home, Morpheus.

                                                        (CONTINUED)
                                                           70.

79   CONTINUED:                                                  79

                                MORPHEUS
                  Thank you.

                                PRIESTESS
                  Neo, come with me.

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

     There is another woman in white sitting on a couch
     watching a soap opera. Scattered about the room are a
     half dozen children. Some of them are playing, others are
     deep in meditation. All of them exude a kind of Zen calm.

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

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

     In front of him is a pile of spoons bent and twisted into
     knots. Neo crosses to him and sits. The boy smiles and
     hands Neo the spoon which is now perfectly straight.

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

                                NEO
                  What truth?

                                SPOON BOY
                  That there is no spoon.

     Neo nods, staring at the spoon.

                                NEO
                  There is no spoon.

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

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

     A hand touches his shoulder.

                                PRIESTESS
                  The Oracle will see you now.

     Spoon Boy smiles.
                                                             71.

80   INT. KITCHEN                                                  80

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

                             NEO
               Hello?

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

                             NEO
               You're the Oracle?

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

                             NEO
               Yeah.

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

                             NEO
               What vase?

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

                             ORACLE
               That vase.

                             NEO
               Shit, I'm sorry.

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

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

                             NEO
               How did you know...?

     She sets the cookie tray on a wooden hot pad.

                                                     (CONTINUED)
                                                                  72.

80   CONTINUED:                                                         80

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

     Smiling, she lights a cigarette.

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

                                 NEO
                  Who?

                                ORACLE
                  Not too bright though.

     She winks.

                                ORACLE
                  You know why Morpheus brought you
                  to see me?

     He nods.

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

                                 NEO
                  Honestly?   I don't know.

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

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

     She puts her cigarette down.

                                ORACLE
                  Well, I better have a look at you.
                  Open your mouth. Say, 'ahh.'

     She widens his eyes, checks his ears, then feels the
     glands in his neck. She nods, then looks at his palms.

                                                          (CONTINUED)
                                                              73.

80   CONTINUED:    (2)                                              80

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

                                  NEO
                  But what?

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

                                NEO
                  I'm not the One.

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

                                  NEO
                  What?

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

     Neo almost has to laugh.

                                  ORACLE
                  What's funny?

                               NEO
                  Morpheus. He almost had me
                  convinced.

                                ORACLE
                  I know. Poor Morpheus.   Without
                  him we are lost.

                                NEO
                  What do you mean, without him?

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

                                ORACLE
                  Are you sure you want to hear
                  this?

     Neo nods.

                                                      (CONTINUED)
                                                             74.

80   CONTINUED:    (3)                                             80

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

                                NEO
                  What?

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

     Neo can't breathe.

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

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

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

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


81   INT. SITTING ROOM - DAY                                       81

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

                                MORPHEUS
                  You don't have to tell anyone what
                  she told you. What was said was
                  said for you and you alone.

     Neo nods and takes a bite of his cookie.
     THE MATRIX - Rev. 3/22/98                                75.

82   INT. CAR                                                       82

     Neo and Morpheus get in the car.

                               MORPHEUS
                Let's go.

     Cypher looks into the rearview mirror at Neo.

                              CYPHER
                Well, good news or bad news?

                              MORPHEUS
                Not now, Cypher.

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

                              TRINITY
                Are you all right?

                              NEO
                ... Right as rain.


83   OMITTED                                                        83


84   INT. ROOM 1313 - DAY                                           84

     Mouse's CELLULAR RINGS.

                              MOUSE
                Welcome to Movie-Phone.

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


85   EXT. CITY STREET - DAY                                         85

     As they get out of the car, Cypher smiles at Neo.

                              CYPHER
                Like the man says, welcome to the
                real world.

     Cypher, following the others into the hotel, nervously
     glances around, wiping the sweat from his forehead.


86   INT. MAIN DECK                                                 86

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

                                                     (CONTINUED)
     THE MATRIX - Rev. 3/22/98                             75A.

86   CONTINUED:                                                   86

                                TANK
                  What is that...?


87   INT. HOTEL LAFAYETTE - DAY                                   87

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

                                                   (CONTINUED)
                                                                 76.

87   CONTINUED:                                                        87

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

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

                                 NEO
                  Whoa.   Deja vu.

     Those words stop the others dead in their tracks.


88   INT. MAIN DECK                                                    88

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

                                 TANK
                  Oh shit!   Oh shit!


89   INT. HOTEL LAFAYETTE - DAY                                        89

     Trinity turns around, her face tight.

                                TRINITY
                  What did you just say?

                                 NEO
                  Nothing.   Just had a little deja
                  vu.

                                   TRINITY
                  What happened?     What did you see?

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

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

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

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

                                   NEO
                  What is it?

                                                         (CONTINUED)
     THE MATRIX - Rev. 3/9/98                                 77.

89   CONTINUED:                                                     89

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

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


90   INT. MAIN DECK                                                 90

     Tank sees what was changed.

                                 TANK
                  It's a trap!


91   INT. STAIRCASE - DAY                                           91

     Morpheus looks up the stairs as he hears a HELICOPTER.

                                 MORPHEUS
                  Come on!

     Apoc slaps a gun into Neo's hand.

                                APOC
                  Something to ward off evil
                  spirits.

     Neo nods, stuffing it into his belt.


92   INT. BASEMENT - DAY                                            92

     Heavy bolt cutters snap through the main phone cable.


93   INT. ROOM 1313 - DAY                                           93

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

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

     Mouse yanks open the curtain.

                                 MOUSE
                  Oh no.

     The windows are bricked up. Mouse spins as the RUMBLE of
     combat BOOTS BUILDS, then explodes into the room.
      THE MATRIX - Rev. 3/9/98                                 78.

94    INT. MAIN DECK                                                 94

      Tank watches helplessly.

                                 TANK
                No, no, no.


95    INT. STAIRS - DAY                                              95

      Morpheus stops as Mouse's SCREAM is drowned out by the
      report of MACHINE GUN FIRE.


96    INT. ROOM 1313 - DAY                                           96

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


97    INT. MAIN DECK                                                 97

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


98    OMITTED                                                        98


99    INT. STAIRWELL - DAY                                           99

      Flying downstairs, Morpheus stops, hearing POLICE
      SWARMING below.


A99   INT. HALL - DAY                                                A99

      He turns and rushes down the hall of the eighth floor.
      At the end of it, he finds the bricked-up windows.

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

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

                              MORPHEUS
                Give me your phone.

                              TRINITY
                They'll be able to track it.

                                                    (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                   79.

A99   CONTINUED:                                                       A99

                                 MORPHEUS
                   We have no choice.

      Morpheus rips off his jacket.


100   INT. MAIN DECK                                                   100

      Tank answers the call.

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


101   INT. HOTEL LAFAYETTE - DAY                                       101

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


102   INT. MAIN DECK                                                   102

      The diagram windows onto the screen.

                                 TANK
                   Got it.

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


103   INT. ROOM 1313 - DAY                                             103

      Agent Smith stands over Mouse's dead body, his hand going
      to his earpiece.


104   INT. ROOM 808 - DAY                                              104

      Morpheus is guided by Tank.

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

                                 MORPHEUS
                   Good.


105   INT. ROOM 1313 - DAY                                             105

      Agent Smith hears the LINE CLICK dead.

                                                         (CONTINUED)
       THE MATRIX - Rev. 3/9/98                                 80.

105    CONTINUED:                                                     105

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


A105   INT. STAIRWELL - DAY                                           A105

       Agent Brown listens to his earpiece.


106    INT. STAIRWELL - DAY                                           106

       Boots clatter up the marble staircase.


A106   INT. HALL - DAY                                                A106

       Cops flood the eight floor, rushing everywhere.


107    INT. ROOM 808 - DAY                                            107

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


108    INT. WALL - DAY                                                108

       They are inside the main plumbing wall, slowly worming
       their way down the grease-black stack pipes. Above them,
       light fills the hole they made to get inside.


109    INT. HALL - DAY                                                109

       Agent Brown and Agent Smith stand over Morpheus's jacket.

                                  AGENT BROWN
                    Where are they?


110    INT. ROOM 608 - DAY                                            110

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


111    INT. WALL - DAY                                                111

       Cypher has slipped and is wedged between the wall and
       several thick supply pipes.
      THE MATRIX - Rev. 3/9/98                                80A.

112   INT. ROOM 608 - DAY                                            112

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

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

                              COP
                They're in the walls!


113   INT. WALL - DAY                                                113

      Trinity pulls Cypher free just as the Cop OPENS FIRE,
      BULLETS PUNCHING shafts of light like swords into the box
      of soot-black space.

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


114   INT. ROOM 608 - DAY                                            114

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

                                                    (CONTINUED)
                                                                       81.

114   CONTINUED:                                                             114

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


115   INT. WALL - DAY                                                        115

      Neo listens for a moment, the gunfire quiet, when he
      hears FOOTSTEPS RISING FAST.

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

                                     CYPHER
                   It's an Agent!

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

      The two men crash to the wet terrazzo floor.

      Before Agent Smith can find his weapon, Morpheus is on
      him, pinning him in an iron grip.

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

                                     TRINITY
                   Morpheus!

      Morpheus squeezes Agent Smith's throat.

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

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

                                   NEO
                   No.   No!   Morpheus!      Don't!

                                     MORPHEUS
                   Trinity!    Go!

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

                                     TRINITY
                   Go!

                                                               (CONTINUED)
                                                               82.

115   CONTINUED:                                                     115

                                 NEO
                   We can't leave him!

                                  TRINITY
                   We have to!

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


116   INT. BASEMENT - DAY                                            116

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

      Soldier's blinding lights cut open the darkness as
      Trinity, Neo and the others crash through the ceiling.
      Around them they hear a chorus of short, sharp coughs of
      grenade launchers from gas-masked figures.

      Smoke blossoms from the green metal canisters. Trinity
      never stops moving. Searching the floor, she finds what
      she needs; the cover of the catch basin.

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

                                  TRINITY
                   Come on!

      Cypher seems to trip as the cloud envelops him.

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


117   INT. ROOM 608 - DAY                                            117

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

                                 AGENT SMITH
                   The great Morpheus. We meet at
                   last.

                                  MORPHEUS
                   And you are?

                                  AGENT SMITH
                   Smith.   I am Agent Smith.

                                                    (CONTINUED)
                                                            83.

117   CONTINUED:                                                  117

                                 MORPHEUS
                   You all look the same to me.

      Agent Smith counters Morpheus and slowly begins to pry
      his hands from his throat. Striking like a viper,
      Morpheus, drives a vicious head butt into Agent Smith's
      face. His nose and glasses shatter.

      Agent Smith, unfazed, smiles, blood oozing from the
      shattered bridge of his nose, and returns Morpheus's head
      butt with three of his own in pneumatic succession.

      Morpheus staggers back, his body going slack when another
      kick buries him deep into crunching plaster and lathe.

      Morpheus turns in time to see a wall of men in the
      doorway.

                                 AGENT SMITH
                   Take him.

      The wall of cops rushes Morpheus, filling the tiny
      bathroom until he disappears under the tide.


118   INT. MAIN DECK                                              118

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

                                 TANK
                   No!


119   OMITTED                                                     119


120   EXT. STREET - DAY                                           120

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


121   INT. MAIN DECK                                              121

      Tank is again at the monitors, searching the Matrix when
      the PHONE RINGS.

                                 TANK
                   Operator.

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

                                                    (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                  84.

121   CONTINUED:                                                      121

                                    TANK
                   Cypher?


122   EXT. STREET - DAY                                               122

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

                                 CYPHER
                   There was an accident. A goddamn
                   car accident. All of a sudden.
                   Boom. Jesus, someone up there
                   still likes me.

                                    TANK (V.O.)
                   I got you.

                                 CYPHER
                   Just get me outta here.

                                 TANK (V.O.)
                   Nearest exit is Franklin and Erie.
                   An old TV repair shop.

      Cypher hangs up and smiles as we hear FIRE TRUCKS in the
      distance.

                                   CYPHER
                   An actor.    Definitely.


123   INT. MAIN DECK                                                  123

      The PHONE RINGS.       Tank answers.

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


124   EXT. STREET - DAY                                               124

      All four are moving quickly down a back street.

                                 NEO
                   Is Morpheus alive?

                                 TRINITY
                   Is Morpheus still alive, Tank?

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

                                                        (CONTINUED)
       THE MATRIX - Rev. 3/9/98                                85.

124    CONTINUED:                                                    124

                                    TRINITY
                    He's alive.

       Again, inevitability seems to cinch around Neo.

                                  TRINITY
                    We need an exit!

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

                                  TRINITY
                    Cypher, I thought --

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

                                    TRINITY
                    Got it.


A124   EXT. TV REPAIR SHOP - DAY                                     A124

       In a deserted alley, Cypher steps onto a dumpster in front
       of a small boarded-up window.


125    INT. TV REPAIR SHOP - DAY                                     125

       Dead machines, eviscerated and shrouded with dust, lay on
       metal shelves like bodies in a morgue. Plywood covering
       a small window is ripped off and Cypher crawls inside.

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


126    EXT. STREET - DAY                                             126

       Trinity sees the TV repair shop.


127    INT. MAIN DECK                                                127

       Tank punches the exit command.

                                    TANK
                    Got him.

       Cypher's body twitches in its harness, jerking itself
       awake.
      THE MATRIX - Rev. 3/9/98                                 86.

128   INT. TV REPAIR SHOP - DAY                                      128

      Neo crawls through the window that Cypher opened.


129   INT. MAIN DECK                                                 129

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


130   INT. TV REPAIR SHOP - DAY                                      130

      The PHONE begins to RING as the others crawl in.

                              SWITCH
                God, I love that sound.


131   INT. MAIN DECK                                                 131

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

      Cypher checks the GUN, unable to believe he missed.

                                 CYPHER
                Shit.

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

                                 DOZER
                No!


132   INT. TV REPAIR SHOP - DAY                                      132

      The PHONE is still RINGING.

                              TRINITY
                You first, Neo.

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

                                 TRINITY
                What happened?

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

      Trinity listens to the dead line and takes out the
      cellular.
      THE MATRIX - Rev. 3/9/98                                 87.

133   INT. MAIN DECK                                                 133

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


134   INT. TV REPAIR SHOP - DAY                                      134

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

                              CYPHER (V.O.)
                Hello, Trinity.

                                TRINITY
                Cypher?    Where's Tank?

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

                                 TRINITY
                An accident?!

      INTERCUT WITH:


135   INT. MAIN DECK                                                 135

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

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

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

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

                              TRINITY
                You killed them.

                                 APOC
                What?!

                                 SWITCH
                Oh, God.

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

                                                    (CONTINUED)
      THE MATRIX - Rev. 3/22/98                                88.

135   CONTINUED:                                                     135

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

      Cypher leans over, talking to Morpheus.

                                 CYPHER
                   Surprise, asshole. But 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 as it happens, so right
                   then, you'd know it was me.

                                TRINITY
                   My God. Morpheus. You gave them
                   Morpheus.

                                 CYPHER
                   He lied to us, Trinity! He
                   tricked us! If he would've told
                   us the truth, we would've told
                   him to shove that red pill up
                   his ass!

                                 TRINITY
                   That's not true, Cypher.   He set
                   us free.

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

                                 TRINITY
                   The Matrix isn't real!

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

      She looks up at Apoc, her face going white.

                                                       (CONTINUED)
      THE MATRIX - Rev. 3/22/98                                   88A.

135   CONTINUED:    (1A)                                                 135

                                    APOC
                   Trinity?

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

                                 CYPHER
                   Welcome to the real world, eh
                   baby?

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

                                    SWITCH
                   No!

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

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

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

                                 CYPHER
                   By the way, if you have anything
                   terribly important to say to
                   Switch, I suggest you say it now.

                                 TRINITY
                   Oh no, please don't.

      Trinity eyes find Switch and she knows she's next.

                                    SWITCH
                   Not like this.     Not like this.

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

                                    CYPHER
                   Yoo late.

                                                          (CONTINUED)
                                                                89.

135   CONTINUED:    (2)                                               135

                                 TRINITY
                   Goddamn you, Cypher!

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

      He stands over Neo.

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

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

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

      He takes hold of the cord.

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

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

                                 TRINITY
                   ... yes.

                                 CYPHER
                   No!

      Charred and bloody, Tank levels the gun.

                                 CYPHER
                   I don't believe it!

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

                                                        (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                90.

135   CONTINUED:    (3)                                             135


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


136   OMITTED                                                       136


137   INT. TV REPAIR SHOP                                           137

      Trinity throws her arms around Neo and for a moment they
      are alone and alive until the PHONE RINGS.

                                   NEO
                   Go.    You first this time.


138   INT. MAIN DECK                                                138

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

                                 TRINITY
                   Tank, you're hurt.

                                 TANK
                   I'll be all right.

                                   TRINITY
                   Dozer?

      Tank's face tightens and she takes him into her arms.


139   EXT. GOVERNMENT BUILDING - DAY                                139

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

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


140   INT. EXECUTIVE OFFICE - DAY                                   140

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

                                                    (CONTINUED)
                                                                91.

140   CONTINUED:                                                      140

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

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

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

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

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

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

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

      He turns from the window.

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

      He sits down directly in front of Morpheus.

                                                        (CONTINUED)
                                                                   92.

140   CONTINUED:    (2)                                                  140

                                 AGENT SMITH
                   Evolution, Morpheus. Evolution.

      He lifts Morpheus's head.

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

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

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

      Agent Smith looks at Agent Brown.

                                 AGENT SMITH
                   Double the dosage.

      Agent Jones suddenly enters.

                                 AGENT JONES
                   There could be a problem.


141   INT. MAIN DECK                                                     141

      Tank drapes a sheet over his dead brother.       The other
      bodies are covered.

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

                                 NEO
                   What are they doing to him?

                                 TANK
                   They're breaking into his mind.
                   It's like hacking a computer. All
                   it takes is time.

                                    NEO
                   How much time?

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

                                                         (CONTINUED)
                                                                 93.

141   CONTINUED:                                                       141

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

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

                                 NEO
                   What do they want?

                                 TANK
                   The leader of every ship is given
                   the codes to Zion's mainframe
                   computer. If an Agent had those
                   codes and got inside Zion's
                   mainframe, they could destroy us.

      He looks up at Trinity who is pacing relentlessly.

                                 TANK
                   We can't let that happen, Trinity.
                   Zion is more important than me.
                   Or you, or even Morpheus.

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

                                  TRINITY
                   Goddamnit!   Goddamnit!

                                 NEO
                   There has to be something that we
                   can do.

                                   TANK
                   There is.    We have to pull the
                   plug.

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

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


142   INT. GOVERNMENT BUILDING                                         142

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

                                                         (CONTINUED)
                                                                  94.

142   CONTINUED:                                                        142

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

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

                                    AGENT JONES
                   They are dead.     In either case --

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


143   INT. MAIN DECK                                                    143

      Tank kneels beside Morpheus's body.

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

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

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

      Tank closes his eyes and takes hold of the plug.

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

                                    NEO
                   Stop!

      They both look at him.

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

                                 TANK
                   Neo, this has to be done!

                                                          (CONTINUED)
                                                                  95.

143   CONTINUED:                                                        143

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

                                 TANK
                   What are you talking about?

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

      Neo stops, his stare fixed on Morpheus.

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

                                   TRINITY
                   What choice?

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

                                 TRINITY
                   What are you doing?

                                   NEO
                   I'm going in.

                                   TRINITY
                   You can't!

                                   NEO
                   I have to.

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

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

                                   TRINITY
                   What?

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

      Trinity is stunned.

                                                        (CONTINUED)
                                                                96.

143   CONTINUED:    (2)                                               143

                                 TRINITY
                   No, you... have to be.

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

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

                                 NEO
                   Why?

                                 TRINITY
                   Because...

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

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

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

                                 TANK
                   Why?

                                 NEO
                   Because I believe in something.

                                 TRINITY
                   What?

                                 NEO
                   I believe I can bring him back.

                                                        (CONTINUED)
                                                                97.

143   CONTINUED:    (3)                                               143

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

                                 NEO
                   What are you doing?

                                 TRINITY
                   I'm coming with you.

                                    NEO
                   No you're not.

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

      There is nothing more to say except --

                                 TRINITY
                   Tank, load us up.


144   INT. EXECUTIVE OFFICE - DAY                                     144

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

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

      The life signs continue their chaotic patterns.

                                 AGENT SMITH
                   Every mammal on this planet
                   instinctively develops a natural
                   equilibrium with the surrounding
                   environment. But you humans do
                   not.
                                 (MORE)

                                                        (CONTINUED)
                                                                 98.

144    CONTINUED:                                                      144

                                  AGENT SMITH (CONT'D)
                    You move to an area and you
                    multiply and multiply until every
                    natural resource is consumed and
                    the only way you can survive is to
                    spread to another area.

       He leans forward.

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

       He smiles.

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


A144   INT. CONSTRUCT                                                  A144

       Neo and Trinity stand in the white space of the construct
       as he answers his RINGING cell PHONE.

                                 TANK (V.O.)
                    Okay. What do you need? Besides
                    a miracle...

                                   NEO
                    Guns.   Lots of guns.


145    INT. MAIN DECK                                                  145

       Neo and Trinity's bodies hang motionless in their drive
       chairs as Tank hits load.


146    INT. CONSTRUCT                                                  146

       Racks of weapons appear and they begin to arm themselves.

                                  TRINITY
                    No one has ever done anything like
                    this.

                                   NEO
                    Yeah?

       He snap-cocks an Uzi.

                                                         (CONTINUED)
                                                              99.

146   CONTINUED:                                                    146

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


147   INT. EXECUTIVE OFFICE - DAY                                   147

      Agent Smith is again at the window.

                                 AGENT SMITH
                   Why isn't the serum working?

                                 AGENT BROWN
                   Perhaps we are asking the wrong
                   questions.

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

                                 AGENT SMITH
                   Leave me with him.

      Agents Brown and Jones look at each other.

                                 AGENT SMITH
                   Now!

      They leave and Agent Smith sits beside Morpheus.

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

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

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

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

                                 AGENT SMITH
                   Repulsive, isn't it?

                                                      (CONTINUED)
                                                                100.

147   CONTINUED:                                                       147

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

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

      Morpheus sneers through his pain.

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

      He begins squeezing, his fingers gouging into his flesh.

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


148   INT. MAIN DECK                                                   148

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

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


149   EXT. GOVERNMENT BUILDING - DAY                                   149

      A dark wind blows.


150   INT. GOVERNMENT BUILDING - DAY                                   150

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

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

      Dark glasses, game faces.

      Neo calmly passes through the METAL DETECTOR which begins
      to WAIL immediately. A SECURITY GUARD moves over toward
      Neo, raising his metal detection wand.

                                                        (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                 101.

150   CONTINUED:                                                      150

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

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

                                  GUARD
                   Holy shit --

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

      A fourth guard dives for cover, clutching his radio.

                                  GUARD #4
                   Backup!   Send in the backup!

      He looks up as Trinity sets off the metal detector.    It is
      the last thing he sees.

      The backup arrives. A wave of soldiers blocking the
      elevators. The concrete cavern of the lobby becomes a
      white noise ROAR of GUNFIRE.

      Slate walls and pillars pock, crack, and crater
      under a hail storm of EXPLOSIVE-tipped BULLETS.

      They are met by the quivering spit of a SUB-HAND MACHINE
      GUN and the RAZORED WHISTLE of throwing knives. Weapons
      like extensions of their bodies, are used with the same
      deadly precision as their feet and their fists.

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


151   INT. EXECUTIVE OFFICE                                           151

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

                                 AGENT BROWN
                   What were you doing?

      Agent Smith recovers, replacing his earpiece.

                                 AGENT JONES
                   You don't know.

                                  AGENT SMITH
                   Know what?

                                                       (CONTINUED)
      THE MATRIX - Rev. 3/9/98                               101A.

151   CONTINUED:                                                 151

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


152   INT. ELEVATORS - DAY                                       152

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

      Neo hits the emergency stop. He pulls down part of the
      false ceiling and finds the elevator shaft access panel.
                                                            102.

153   INT. EXECUTIVE OFFICE - DAY                                  153

      Agent Jones looks at Morpheus.

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


154   INT. ELEVATOR SHAFT - DAY                                    154

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

                               NEO
                 There is no spoon.

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

      BOOM!   The CABLE SNAPS.

      The counter-weights plummet, yanking Trinity and Neo up
      through the shaft as the elevator falls away beneath them,
      distending space, filling it with the sound of WHISTLING
      METAL as they sear to the top.


155   INT. LOBBY - DAY                                             155

      The ELEVATOR hits the bottom.

      BA-BOOM!

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


156   INT. EXECUTIVE OFFICE - DAY                                  156

      The Agents hear the BLAST of FIRE ALARMS.

                                  AGENT JONES
                 Lower level --

                               AGENT BROWN
                 They are actually attacking.

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

      Agent Smith smashes a table.

                                                    (CONTINUED)
                                                              103.

156   CONTINUED:                                                     156

                                 AGENT SMITH
                   Find them and destroy them!

      Agent Jones nods and touches his earpiece.


157   EXT. ROOF - DAY                                                157

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

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

                                 PILOT
                   I repeat, we are under attack!

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

      Just as she drops the final Marine, Trinity sees what's
      coming. Neo sees her, the fear in her face, and he knows
      what is behind him.

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

      Fingers pumping, shells ejecting, dancing up and away, we
      look THROUGH the sights and gun smoke AT the Agent
      blurred with motion --

      Until the hammers click against the empty metal.

                                 NEO
                   Trinity!

      Agent Jones charges.

                                 NEO
                   ... Help.

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

      -- BULLET-TIME.

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

      Agent Jones, still running, narrows the gap, the bullets
      coming faster until Neo, bent impossibly back, one hand
      on the ground as a spiraling gray ball shears open his
      shoulder.

                                                    (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                    104.

157   CONTINUED:                                                         157

      He starts to scream as another digs a red groove across
      his thigh. He has only time to look up, to see Agent
      Jones standing over him, raising his gun a final time.

                                   AGENT JONES
                   Only human...

      Suddenly Agent Jones stops.        He hears a sharp metal
      click.

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

      -- jammed tight to his head.

                                   TRINITY
                   Dodge this!

      BOOM! BOOM! BOOM! The body flies back with a flash of
      mercurial light and when it hits the ground, it is the
      pilot.

      Trinity helps Neo up.

                                 TRINITY
                   Neo, how did you do that?

                                   NEO
                   Do what?

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

                                 NEO
                   It wasn't fast enough.

      He checks his shoulder wound.

                                 TRINITY
                   Are you all right?

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

      Neo sees the helicopter.

                                 NEO
                   Can you fly that thing?

                                   TRINITY
                   Not yet.

      She pulls out the cellular phone.
      THE MATRIX - Rev. 3/29/98                                105.

158   INT. HOVERCRAFT                                                 158

      Tank is back at the controls.

                              TANK
                Operator.

                              TRINITY (V.O.)
                Tank, I need a pilot program for a
                military B-212 helicopter.

      Tank is immediately searching the disk drawers.

                              TRINITY (V.O.)
                Hurry!

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


159   EXT. ROOF - DAY                                                 159

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

                              TRINITY
                Let's go.


160   OMITTED                                                         160


161   INT. EXECUTIVE OFFICE - DAY                                     161

      Agent Jones throws open the door and enters, walking
      through the puddles pooling in the carpet. Over the
      RUSHING WATER and the ALARMS, Agent Smith hears a sound
      and understands the seriousness of the attack.

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

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

                              AGENT SMITH
                No.

      The GUN jumps and BULLETS EXPLODE THROUGH the WINDOW in a
      CACOPHONY of CRASHING GLASS as the Agents go for their
      weapons.

      But Neo is too close, the .50 caliber too fast and
      BULLETS are everywhere, PERFORATING the room.

                                                     (CONTINUED)
                                                              106.

161   CONTINUED:                                                     161

      Agent Jones 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 Smith.

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

                                 NEO
                   Get up, Morpheus! Get up!

      Neo grabs the climbing rope and attaches one end to his
      harness.


162   INT. HALL - DAY                                                162

      Just outside the executive office, three Marines blister
      with snow-static.


163   INT. EXECUTIVE OFFICE - DAY                                    163

      Slowly, Morpheus lifts his face into the room's rain.
      When he finally opens his eyes, they are again dark and
      flashing with fire.

      He rises from the chair, snapping his handcuffs just as
      the Agents enter the adjoining room. Agent Smith stops
      and sees Morpheus run past the open door.

                                 AGENT SMITH
                   Nooo!

      He FIRES SWEEPING ACROSS the sheetrocked WALL in a
      perfect line.

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

      And as Morpheus starts his dive for the window, a bullet
      buries itself in his leg, knocking him off balance.

                                 NEO
                   He won't make it.

      Morpheus lunges, out of control --

      As Neo spins, every move a whip crack, snapping the other
      rope-end on to a bolted bar as --

      Morpheus begins to fall, when Neo hurls himself into the
      wide blue empty space, flying for a moment.

                                                    (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                 107.

163   CONTINUED:                                                      163

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

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

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

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

      The ground deliriously distant as Neo snatches hold of his
      mentor's still handcuffed wrist.

                                   NEO
                   Gotcha!


164   EXT. GOVERNMENT BUILDING - DAY                                  164

      Trinity pulls the copter up and away as Agent Smith
      stands in the shattered window, aiming his GUN out
      through the curtain of rain.

      PONK. PONK. PONK. The rear hull is punched full of
      holes and smoke and oil pour out like black blood.

                                   TRINITY
                   Shit-shit-no!

      Neo hears the helicopter begin to die.

                                   NEO
                   Uh-oh --

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

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

      The ENGINE GRINDS, the chopping blades start to slow
      while --

      Trinity guides the parabolic fall over the nearest roof
      where --

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

                                                    (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                   108.

164   CONTINUED:                                                        164

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

      The coils of slack snap taut, yanking Neo off his feet,
      dragging him with ferocious speed towards the edge even as --

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

      Neo flies like a skipping stone, hurtling at the parapet,
      when his feet hit the rain gutter and he levers up just
      as --

      Trinity fires, severing the cord from the helicopter,
      falling free of it as it SMASHES, blades first into a
      GLASS skyscraper.

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

      She bounces against a shatterproof WINDOW that SPIDER-
      CRACKS out while flames erupt behind her.


165   INT. MAIN DECK                                                    165

      Tank stares at the screen, his mouth agape.

                                  TANK
                   I knew it!   He's the One!


166   OMITTED                                                           166


167   EXT. ROOFTOP - DAY                                                167

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

                                 MORPHEUS
                   Do you believe it now, Trinity?

      Trinity looks at Neo.

                                 NEO
                   Morpheus, the Oracle... she told me --

                                 MORPHEUS
                   She told you exactly what you
                   needed to hear. That's all.
                   Sooner or later, Neo, you're going
                   to realize just like I did the
                   difference between knowing a path
                   and walking a path.
      THE MATRIX - Rev. 3/9/98                              109.

168   INT. MAIN DECK                                               168

      The PHONE RINGS.

                                 MORPHEUS (V.O.)
                Tank.

                             TANK
                Goddamn! It's good to hear your
                voice, sir!

                              MORPHEUS (V.O.)
                We need an exit.

                              TANK
                Got one ready, sir.    Subway.
                State and Balbo.

                              MORPHEUS (V.O.)
                We're on our way --


169   EXT. ROOFTOP - DAY                                           169

      We rush at the roof access door as it suddenly slams open
      and the three Agents charge out. But Neo, Trinity and
      Morpheus are already gone.

                                 AGENT SMITH
                Damnit!

                              AGENT BROWN
                The trace was completed.

                              AGENT JONES
                We have their position.

                              AGENT BROWN
                Sentinels are standing by.

                              AGENT JONES
                Order the strike.

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

                              AGENT SMITH
                They're not out yet.


170   INT. SUBWAY STATION - DAY                                    170

      An old man sits hunched in the far corner of the station,
      shadows gathered around him like blankets.

                                                    (CONTINUED)
                                                                110.

170   CONTINUED:                                                       170

      Mumbling, he nurses from a bottle of Thunderbird when --

      A PHONE begins to RING.

      Neo leads Trinity and Morpheus bounding over a set of
      turnstiles towards the ringing phone inside a graffiti-
      covered booth.

                                  NEO
                   Let's go!   You first, Morpheus.

      Morpheus gets in and answers the phone.

      Lost in the shadow, the old man watches as Morpheus
      disappears, the phone dropping, dangling by its cord.
      His eyes grow wide, glowing white in the dark.


171   EXT. ROOFTOP - DAY                                               171

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

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


172   INT. SUBWAY - OLD MAN'S POV - DAY                                172

      Through the old man's eyes as the world begins to RUMBLE.

      Trinity hangs up the phone, then turns to Neo.

                                 TRINITY
                   Neo, I have to tell you something.
                   I don't know what it means or even
                   if it matters but I feel I have to
                   say it.

      The RUMBLE GROWS, the ground beginning to shake.

                                 TRINITY
                   I've never told anyone this
                   before. I think I've been afraid
                   to.

      Behind her, the PHONE begins to RING.

                                 TRINITY
                   When I went to the Oracle, she
                   told me... she told me that I was
                   going to fall in love... But...

                                                        (CONTINUED)
                                                             111.

172   CONTINUED:                                                    172

      The RUMBLE RISES, drowning her voice. Neo is drawn
      towards her, their lips close enough to kiss when a TRAIN
      BLASTS into the station.

      For a moment, they are frozen by the strobing lights of
      the train until Neo whispers in her ear.

                                 NEO
                   Promise me you'll tell me the
                   rest?

      She nods as he closes the booth. The PHONE RINGS once
      more before she lifts the receiver when, In the darkness
      of the far corner, Neo sees the old man in the flashing
      train-light as he becomes --

      Agent Smith, raising a fistful of black gun-metal.

                                   NEO
                   No!

      The GUN FIRES, the BULLET flying at her, BURSTING through
      the PLASTIC WINDOW just as Trinity disappears.

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


173   INT. HOVERCRAFT                                               173

      Trinity blinks, shivering as her conscious exits the
      Construct.

                                   TRINITY
                   Neo!

                                 TANK
                   What the hell just happened?

                                  TRINITY
                   An Agent!   You have to send me
                   back!

                                   TANK
                   I can't!


174   INT. SUBWAY STATION - DAY                                     174

      The destroyed phone dangles in the empty booth. Neo
      turns to Agent Smith whose gun stares at him like a third
      eye.

                                   AGENT SMITH
                   Mr. Anderson.
                                                               112.

175   INT. MAIN DECK                                                  175

      Morpheus and Trinity stand behind Tank riveted to the
      scrolling code.

                               TRINITY
                Run, Neo.   Run.


176   INT. SUBWAY STATION - DAY                                       176

      Neo looks at the dead escalator that rises up behind him.
      Slowly he turns back and in his eyes we see something
      different, something fixed and hard like a gunfighter's
      resolve.

      There is no past or future in these eyes.   There is only
      what is.


177   INT. MAIN DECK                                                  177

      Trinity is unable to understand.

                              TRINITY
                What is he doing?

                              MORPHEUS
                He's beginning to believe.


178   INT. SUBWAY STATION - DAY                                       178

      Neo whip-draws his gun with the flashpoint speed of
      lightning as!--

      Smith OPENS FIRE.

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

      For a blinking moment we enter BULLET-TIME.

      Gun flash tongues curl from Neo's gun, bullets float
      forward like a plane moving across the sky, cartridges
      cartwheel into space.

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

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

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

                                                     (CONTINUED)
                                                              113.

178   CONTINUED:                                                     178

                                   AGENT SMITH
                   You're empty.

      Neo pulls the TRIGGER.       CLICK.

                                   NEO
                   So are you.

      The smile falls.    Agent Smith yanks his TRIGGER.

      CLICK.

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

      A knife-hand opens his forearm, and a kick sends him
      slamming back against a steel column. Stunned, he ducks
      just under a punch that CRUNCHES into the BEAM, STEEL
      CHUNKS EXPLODING like shrapnel.

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

                                 AGENT SMITH
                   I'm going to enjoy watching you
                   die, Mr. Anderson.

      Agent Smith attacks with unrelenting fury, fists pounding
      Neo like jackhammers.


179   INT. HOVERCRAFT                                                179

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

                                 TRINITY
                   Jesus, he's killing him!


180   INT. SUBWAY STATION - DAY                                      180

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

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

      The sound of an ONCOMING TRAIN.

                                                      (CONTINUED)
                                                            114.

180   CONTINUED:                                                   180

      Neo tries to get up. Agent Smith jumps down onto the
      tracks and drop-kicks him in the face. The world again
      begins to shake, RUMBLING as a TRAIN NEARS.

                                 AGENT SMITH
                   Do you hear that, Mr. Anderson?

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

                                  AGENT SMITH
                   That is the sound of
                   inevitability.

      Neo sees it coming and he starts to fight.

                                 AGENT SMITH
                   It is the sound of your death.

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

                                 AGENT SMITH
                   Good-bye, Mr. Anderson.

      The TRAIN ROARS at them, swallowing Agent's Smith's
      words. The veins bulge in Neo's head, as he grits
      through the pain.

      He is not ready to die.

                                 NEO
                   My name is Neo.

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

      They fall as the sound and fury of the TRAIN EXPLODES
      into the station. Neo backflips up off the tracks just
      as!--

      The train barrels over Agent Smith.

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

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

      As the train comes to a stop and the doors of the last
      car open; Agent Smith bursts out in furious pursuit, his
      glasses again intact.
                                                             115.

181   INT. HOVERCRAFT                                               181

      Tank searches the Matrix.

                              TRINITY
                What just happened?

                                TANK
                I don't know.    I lost him.

                              MORPHEUS
                He's on the run!--

      Suddenly, a SIREN SOUNDS.

                                TANK
                Oh shit!

      Morpheus bolts to the ladder.


182   INT. COCKPIT                                                  182

      Morpheus climbs into the cockpit.   On the hologram radar,
      he sees the sentinels.

                                TRINITY
                Oh no.

      Trinity is behind him.

                                TRINITY
                How long?

                                MORPHEUS
                Five minutes.    Maybe six.

      Morpheus lifts the headset.

                              MORPHEUS
                Tank, charge the E.M.P.

                                TANK (V.O.)
                Yes, sir.

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

                              MORPHEUS
                I know, Trinity. Don't worry.
                He's going to make it.
      THE MATRIX - Rev. 3/9/98                                  116.

183   EXT. CITY STREET - DAY                                           183

      A BUSINESSMAN walks along the sidewalk, wheeling and
      dealing into his cell phone when it disappears, snatched
      by Neo as he flashes by.

                                 MAN (BUSINESSMAN)
                   What the shit!-- my phone!

      The Man turns to call for help and when he turns back, it
      is Agent Smith.

      Neo is in a full-out sprint, spinning and weaving away
      from every pedestrian, every potential Agent. He flips
      open the cell phone and dials long distance.


184   INT. HOVERCRAFT                                                  184

      Tank answers.

                                  TANK
                   Operator.

                                 NEO (V.O.)
                   Mr. Wizard, get me the hell out of
                   here!


185   EXT. CITY STREET - DAY                                           185

      Neo dives down an alley, Agent Smith starting to gain.

                                  NEO
                   Hurry, Tank!   I got some serious
                   pursuit!


186   INT. HOVERCRAFT                                                  186

      The KEYBOARD is CLICKING, Tank searches for an exit.
      Trinity screams into the headset.

                                 TRINITY
                   Neo, you better get your ass back
                   here!


187   EXT. ALLEY                                                       187

      Agent Smith stops and takes aim.

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

                                                        (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                117.

187   CONTINUED:                                                     187

      A BULLET SHATTERS the image of Neo in a truck's rearview
      MIRROR.


188   INT. MAIN DECK                                                 188

      Tank speed-reads the reams of Matrix code.

                                 TANK
                   I got a patch on an old exit.
                   Wabash and Lake. A hotel. Room
                   303.


189   OMITTED                                                        189


190   EXT. OPEN MARKET                                               190

      Neo spins away, turning, and finds himself in an open
      market that teems with people.

      He kamikazes his way down the!little avenues   lined with
      vendors and shops, careening through the labyrinth, out of
      control. And at every turn there is an Agent; appearing
      from crowds, behind fish counters, tent flaps and crates.


191   OMITTED                                                        191


192   EXT. ALLEY                                                     192

      He dives from the maze!down a service alley    but it is a
      dead end.

      Neo turns back as the Agents emerge from the market.

                                  NEO
                   Uh, help!   Need a little help!


193   INT. MAIN DECK                                                 193

      Tank frantically scans the monitor like a road map.

                                  TANK
                   The door.


194   EXT. ALLEY                                                     194

      Neo dives for it but!--

                                                     (CONTINUED)
       THE MATRIX - Rev. 3/9/98                                118.

194    CONTINUED:                                                     194

                                    NEO
                    It's locked.

                                    TANK (V.O.)
                    Kick it in!

       Peeling back, Neo almost kicks the door from its hinges,
       lunging from the Agents' BULLETS.


195    INT. APARTMENT BUILDING - STAIRCASE                            195

       Neo springs up the old crooked apartment building stairs.


A195   INT. APARTMENT BUILDING - HALL                                 A195

       He is halfway down the hall, running in sharp, long
       strides when a door explodes open at the end.

                                   TANK (V.O.)
                    Shit!   The door on your left.

       Neo lurches, kicking in an apartment door.

                                   TANK (V.O.)
                    No!   Other left!

       He whirls back to his other left, battering through the
       door which splinters, perforated by BULLETS.

       An old woman watches TV as Neo blurs past her and into
       her kitchen, where another woman is chopping vegetables.

                                    TANK (V.O.)
                    That window!

       Neo throws it open, leaping for the fire escape just as a
       knife buries itself in the window casing.

                                    TANK (V.O.)
                    Down!   Down!


B195   EXT. APARTMENT BUILDING - FIRE ESCAPE                          B195

       Tumbling down the RATTLING FIRE ESCAPE, Neo leaps the
       last ten feet into the alley below with Agent Brown right
       behind him.

       Neo scrapes himself to his feet, broken and bleeding,
       charging for the end of the alley.
      THE MATRIX - Rev. 3/22/98                                 119.

196   INT. MAIN DECK                                                   196

      Finger on the monitor, Tank traces Neo's path.

                              TANK
                That's it! You're almost there!
                That fire escape at the end of the
                alley!


197   EXT. HEART O' THE CITY HOTEL - DAY                               197

      Agent Smith suddenly pauses as if recognizing something;
      the faded NEON BUZZES: Heart O' The City Hotel.


198   INT. HOVERCRAFT                                                  198

      Tank loads the exit.

                              TANK
                I'm going to make the call.

                              MORPHEUS
                Do it!

      Suddenly, the lights go red.

                              TRINITY
                No.

      Morpheus looks up.

                              MORPHEUS
                Here they come.


199   EXT. SEWER MAIN                                                  199

      The sentinels open and shift like killer kaleidoscopes as
      they attack, slamming down on the Nebuchadnezzar.


200   INT. HOVERCRAFT                                                  200

      The hovercraft booms down as they hit.   Morpheus opens
      the lock on the EMP detonator.

      Trinity watches him.

                              MORPHEUS
                He's going to make it.
       THE MATRIX - Rev. 3/9/98                                     120.

201    EXT. ALLEY - DAY                                                    201

       Neo scrambles up the fire escape, BULLETS SPARKING and
       RICOCHETING around him as Agents Brown and Jones close
       the gap.


A201   INT. HALL - DAY                                                     A201

       On the third floor, he kicks in the window, jumping into
       the hall. The doors count backwards: 310... 309...


202    INT. MAIN DECK                                                      202

       Another SYSTEM ALARM SOUNDS.

                               TANK
                 They've burned through the outer
                 hull.

                                  TRINITY
                 Hurry, Neo.


203    INT. HALL - DAY                                                     203

       Neo can hear the PHONE RINGING.      305... 304...

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

       Agent Smith, waiting, .45 cocked.

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

       BOOM.


204    INT. MAIN DECK                                                      204

       Neo's body jerks, and everyone hears it as the LIFE
       MONITORS SNAP FLATLINE.

       Trinity screams.   Morpheus stumbles back in disbelief.

                                                            (CONTINUED)
                                                                121.

204   CONTINUED:                                                       204

                                 MORPHEUS
                   No, it can't be. It can't be.

      Lasers suddenly sear through the main deck as the
      sentinels slice open the hull.


205   INT. HALL - DAY                                                  205

      Three holes in his chest, Neo falls to the blue shag
      carpeting, blood smearing down the wallpaper. Agent
      Smith stands over him, still aiming, taking no chances.

                                 AGENT SMITH
                   Check him.


206   INT. MAIN DECK                                                   206

      Amid the destruction raining around her, Trinity takes
      hold of Neo's body.

                                 TRINITY
                   Neo...


207   INT. HALL - DAY                                                  207

      Kneeling beside him, Agent Brown checks his vital signs.

                                 AGENT BROWN
                   He's gone.

      Agent Smith smiles, standing over him.

                                 AGENT SMITH
                   Good-bye, Mr. Anderson.


208   INT. MAIN DECK                                                   208

      In tears, Morpheus takes hold of the EMP switch.

      Trinity whispers in Neo's ear.

                                 TRINITY
                   Neo, please, listen to me. I
                   promised to tell you the rest.
                   The Oracle, she told me that I'd
                   fall in love and that man, the man
                   I loved would be the one. You
                   see? You can't be dead, Neo, you
                   can't be because I love you. You
                   hear me? I love you!

                                                        (CONTINUED)
                                                              122.

208   CONTINUED:                                                     208

      Her eyes close and she kisses him, believing in all her
      heart that he will feel her lips and know that they speak
      the truth.


209   INT. HOTEL HALL - DAY                                          209

      He does.   And they do.

      His eyes snap open.


210   INT. MAIN DECK                                                 210

      Trinity screams as the monitors jump back to life.   Tank
      and Morpheus look at each other.

      It is a miracle.

                                 TRINITY
                   Now get up!


211   INT. HALL - DAY                                                211

      Holding his chest, Neo struggles to get up. At the end
      of the hall, the Agents wait for the elevator when Agent
      Smith glances back. He rips off his sunglasses, looking
      at Neo as if he were looking at a ghost.

      Neo gets to his feet, all three Agents grabbing for their
      guns. As one, they FIRE.

                                 NEO
                   No!

      Neo raises his hands and the BULLETS, like a cloud of
      obedient bees, slow and come to a stop. They hang frozen
      in space, fixed like stainless steel stars.

      The Agents are unable to absorb what they are seeing.

      Neo plucks one of the bullets from the air. We see him
      and the hall reflected in the bright casing. We MOVE
      CLOSER UNTIL the bullet fills our vision and the
      distorted reflection morphs, becoming the "real" image.

      He drops the bullet and the others fall to the floor.

      Neo looks out, now able to see through the curtain of the
      Matrix. For a moment, the walls, the floor, even the
      Agents become a rushing stream of code.
                                                               123.

212   INT. MAIN DECK                                                  212

      All three stare transfixed with awe as the scrolling code
      accelerates, faster and faster, as if the machine
      language was unable to keep up or perhaps describe what
      is happening.

      They begin to blur into streaks, shimmering ribbons of
      light that open like windows, as!--

      Each screen fills with brilliant, saturated color images
      of Neo standing in the hall.

                                   TANK
                  How...?!

                                   MORPHEUS
                  He is the one.     He is the one!

      An EXPLOSION shakes the entire ship.


213   INT. HALL                                                       213

      Agent Smith screams, his calm machine-like expression
      shredding with pure rage.

      He rushes Neo. His attack is ferocious but Neo blocks
      each blow easily. Then with one quick strike to the
      chest he sends Agent Smith flying backwards.

      For the first time since their inception, the Agents know
      fear.

      Agent Smith gets up, bracing himself as Neo charges him
      and springs into a dive. But the impact doesn't come.
      Neo sinks into Agent Smith, disappearing, his tie and coat
      rippling as if he were a deep pool of water.

      Spinning around he looks to the others and feels
      something, like a tremor before a quake, something deep,
      something that is going to change everything.

      Suddenly a SEARING SOUND stabs through his earpiece as
      his chest begins to swell, then balloon as!--

      Neo BURSTS up out of him. And with a final death scream,
      Agent Smith EXPLODES like an empty husk in a brilliant
      cacophony of light, his shards spinning away, absorbed by
      the Matrix until!--

      Only Neo is left.

      Neo faces the remaining Agents. They look at each other,
      the same idea striking simultaneously!--

      They run.
                                                              124.

214   INT. MAIN DECK                                                 214

      sentinels are everywhere destroying the ship.

                                 TRINITY
                  Neo!


215   INT. HALL                                                      215

      Again he hears her. He reacts to the RINGING PHONE,
      rushing toward it even as!--


216   INT. MAIN DECK                                                 216

      A sentinel descends towards Morpheus.   On the screen we
      see Neo dive for the phone as!--

                                 TRINITY
                  Now!

      Morpheus turns the key.


217   INT. OVERFLOW PIT                                              217

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


218   INT. HOVERCRAFT                                                218

      In the still darkness, only the humans are alive.

                                 TRINITY
                  Neo?

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

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

                                                      FADE TO BLACK.


      FADE IN:

219   CLOSE ON COMPUTER SCREEN                                       219

      as in the opening. The cursor beating steadily, waiting.
      A PHONE begins to RING.

                                                      (CONTINUED)
      THE MATRIX - Rev. 3/9/98                                 125.

219   CONTINUED:                                                      219

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

                                NEO (V.O.)
                   Hi. It's me. I know you're out
                   there. I can feel you now.

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

                                 NEO (V.O.)
                   I imagine you can also feel me.

      The numbers begin to lock into place.

                                 NEO (V.O.)
                   You won't have to search for me
                   anymore. I'm done running. Done
                   hiding. Whether I'm done
                   fighting, I suppose, is up to you.

      We GLIDE IN TOWARDS the screen.

                                 NEO (V.O.)
                   I believe deep down, we both want
                   this world to change. I believe
                   that the Matrix can remain our
                   cage or it can become our
                   chrysalis, that's what you helped
                   me to understand. That to be
                   free, you cannot change your cage.
                   You have to change yourself.

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

                                 NEO (V.O.)
                   When I used to look out at this
                   world, all I could see was its
                   edges, its boundaries, its rules
                   and controls, its leaders and
                   laws. But now, I see another
                   world. A different world where
                   all things are possible. A world
                   of hope. Of peace.

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

                                 NEO (V.O.)
                   I can't tell you how to get there,
                   but I know if you can free your
                   mind, you'll find the way.
      THE MATRIX - Rev. 3/9/98                                125A.

220   EXT. STREET - PHONE BOOTH                                   220

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

                                                    (CONTINUED)
                                                               126.

220   CONTINUED:                                                      220

      He steps out of the phone and slides on a pair of
      sunglasses. He looks up and we RISE.

      HIGHER and HIGHER, until the city is miles below.

      After a moment, Neo blasts by us, his long, black coat
      billowing like a black leather cape as he flies faster
      than a speeding bullet.


                                                    FADE OUT.




                               THE END
