THE MATRIX






                             by

                  Larry and Andy Wachowski
















                        June 3, 1997










FADE IN:

ON COMPUTER SCREEN

so close it has no boundaries.

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

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

                         MAN (V.O.)
          Yeah?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Only two thin digits left.

                         CYPHER (V.O.)
          Do you?

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

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

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

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

The final NUMBER POPS into place --

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

                         CYPHER (V.O.)
          Hear what?

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

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

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

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

                         TRINITY (V.O.)
          I better go.

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

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


INT.  CHASE HOTEL - NIGHT

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

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

The biggest of them violently kicks in the door --

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

                         BIG COP
          Police!  Freeze!

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

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

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

She slowly puts her hands behind her head.


EXT.  CHASE HOTEL - NIGHT

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

AGENT SMITH and AGENT BROWN get out of the car.

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

                         AGENT SMITH
          Lieutenant?

                         LIEUTENANT
          Oh shit.

                         AGENT SMITH
          Lieutenant, you were given specific
          orders --

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

                         AGENT SMITH
          The orders were for your
          protection.

The Lieutenant laughs.

                         LIEUTENANT
          I think we can handle one little
          girl.

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

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

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


INT.  CHASE HOTEL

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

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

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

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

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

A flashlight rocks slowly to a stop.

                         TRINITY
          Shit.


EXT.  CHASE HOTEL

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


INT.  CHASE HOTEL

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

                         MAN (V.O.)
          Operator.

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

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

                         TRINITY
          Are they any agent?

                         MORPHEUS (V.O.)
          Yes.

                         TRINITY
          Goddamnit!

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

She takes a deep breath, centering herself.

                         TRINITY
          All right --

                         MORPHEUS (V.O.)
          Go.

She drops the phone.


INT.  HALL

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


EXT.  FIRE ESCAPE

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


EXT.  ROOF

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

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

Agent Brown, however, has the same unnatural grace.

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

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

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

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

Then hitting, somersaulting up, still running hard.

                         COP
          Mutherfucker -- that's impossible!

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

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

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

Agent Brown stands, yanking out a gun.

Trinity is running hard as BULLETS WHISTLE past her head.

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

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

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

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


HER POV

The whole world seems to spin on its axis --


BACK TO SCENE

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

But still alive.

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

Trinity tries to move.  Everything hurts.

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

She stands and limps down the rest of the stairs.

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

The telephone booth.

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

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

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

Gritting through the pain, she races the truck --

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

She answers the phone.

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

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

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

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

                         AGENT JONES
          Then the informant is real.

                         AGENT SMITH
          Does that surprise you?  It was
          inevitable.

                         AGENT JONES
          He'll be contacting us again.

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

                         AGENT JONES
          Their next target.  The name is Neo.

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

                         AGENT SMITH
          We'll need a search running.

                         AGENT JONES
          It's already begun.

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

Swallowed by DARKNESS.

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

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

We DRIFT BACK FROM the screen and INTO --


INT.  NEO'S APARTMENT

It is a studio apartment that seems overgrown with
technology.

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

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

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

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

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

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

                         NEO
          What...?

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

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

                         NEO
          What the hell?

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

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

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

Someone KNOCKS again.  Neo rises, still unnerved.

                         NEO
          Who is it?

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

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

                         NEO
          You're two hours late.

                         CHOI
          I know.  It's her fault.

His GIRLFRIEND only has to smile.

                         NEO
          You got the money?

                         CHOI
          Two grand.

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

                         NEO
          Hold on.

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

Opening the door, he hands the disk to Choi.

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

                         NEO
          If you get caught using that --

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

                         NEO
          Right...

Neo nods as the strange feeling of unrealness suddenly
returns.

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

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

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

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

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

He smiles and slaps the hand of his nearest droog.

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

                         DUJOUR (GIRLFRIEND)
          Definitely.

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

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

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

A small white rabbit.

The ROOM TILTS.

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


INT.  APARTMENT

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

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

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

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

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

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

                         TRINITY
          Hello, Neo.

                         NEO
          How do you know that name?

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

                         NEO
          Who are you?

                         TRINITY
          My name is Trinity.

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

                         TRINITY
          That was a long time ago.

                         NEO
          Gee-zus.

                         TRINITY
          What?

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

                         TRINITY
          Most guys do.

Neo is a little embarrassed.

                         NEO
          Do you want to go somewhere and
          talk?

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

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

                         NEO
          That was you on my computer?

She nods.

                         NEO
          How did you do that?

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

                         NEO
          Of what?

                         TRINITY
          They're watching you, Neo.

                         NEO
          Who is?

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

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

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

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

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

                         NEO
          What is the Matrix?

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

She leans close, her lips almost touching his ear.

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

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

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

                                            CUT TO:

INT.  NEO'S APARTMENT

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

                         NEO
          Shitshitshit.


EXT.  SKYSCRAPER

The downtown office of CorTechs, a software development
company.


INT.  CORTECHS OFFICE

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

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

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

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

                         RHINEHEART
          Obviously, you are mistaken.

His long, bony fingers resume clicking the keyboard.

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

He turns again.

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

                         NEO
          Yes, Mr. Rhineheart.  Perfectly
          clear.


INT.  NEO'S CUBICLE

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

Neo slumps down into his chair.

                         VOICE (O.S.)
          Thomas Anderson?

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

                         NEO
          Yeah.  That's me.

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

                         FEDEX MAN
          Have a nice day.

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

                         NEO
          Hello?

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

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

                         NEO
          Morpheus...

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

                         NEO
          Who's coming for me?

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

                         NEO
          Right now?

                         MORPHEUS (V.O.)
          Yes.  Now.

Neo starts to stand.

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

His head peeks up over the partition.

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

Neo ducks.

                         NEO
          Holy fucking shit!

                         MORPHEUS (V.O.)
          Yes.

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

                         NEO
          What the fuck do they want with me?!

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

                         NEO
          How?!

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

The agents are moving quickly towards the cubicle.

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

                         NEO
          But what if...?

                         MORPHEUS (V.O.)
          Go!  Now!

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

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

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

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

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

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

Brown is talking to another employee.

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

Sweat trickles down his forehead.

                         MORPHEUS (V.O.)
          Now.

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

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

The room is empty.

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

                         NEO
          How do you know all this?

Morpheus laughs quietly.

                         MORPHEUS
          The answer is coming, Neo.

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

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

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

                         NEO
          No!  It's too far away.

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

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

                         NEO
          No way, no way, this is crazy.

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

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

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

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

The scaffold seems even farther away.

                         NEO
          I'm going to die.

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

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

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

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

                         NEO
          I didn't do anything!


EXT.  SKYSCRAPER

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

Trinity watches in the rear view mirror of her motorcycle.

                         TRINITY
          Shit.


INT.  INTERROGATION ROOM

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

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

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

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

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

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

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

The pages continue to turn.

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

Neo feels himself sinking into a pit of shit.

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

He closes the file.

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

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

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

He leans closer.

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

Neo stares to match his stare.

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

Neo nods to himself.

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

He does.

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

Agent Smith puts his glasses back on.

                         AGENT SMITH
          You disappoint me, Mr. Anderson.

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

Agent Smith smiles.

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

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

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

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

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

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

Smith nods and the other two rip open his shirt.

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

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

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

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


INT.  NEO'S APARTMENT

Screaming, Neo bolts upright in bed.

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

The PHONE RINGS.

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

He answers it, saying nothing.

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

                         NEO
          The agents --

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

                         NEO
          What do you know?

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

Neo feels sick.

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

                         NEO
          ... Yes.

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

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


EXT.  CITY STREET - NIGHT

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

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

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

                         TRINITY
          Get in.


INT.  CAR

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

                         NEO
          What the hell is this?!

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

                         NEO
          From what?

                         TRINITY
          From you.

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

                         SWITCH
          Take off your shirt.

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

                         NEO
          What?  Why?

                         SWITCH
          Stop the car.

Apoc does.

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

                         NEO
          Fine.

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

Neo opens the door.

                         TRINITY
          Neo, please, you have to trust me.

                         NEO
          Why?

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

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

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

                         NEO
          ... shit.

He closes the door.


EXT.  LOWER WACKER

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


INT.  CAR

Neo grudgingly strips off his T-shirt.

                         TRINITY
          Lie back.

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

                         NEO
          What is this thing?

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

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

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

                         TRINITY
          Come on, come on...

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

                         TRINITY
          Got it.

Trinity shuts off the compressor, Neo cradling his
stomach.

                         NEO
          Got what?  My spleen?

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

She unrolls the window and dumps it out.


EXT.  CAR

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


EXT.  HOTEL LAFAYETTE

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


INT.  LAFAYETTE

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

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

                         TRINITY
          This is it.

Neo can hear his own heart pounding.

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


INT.  ROOM 1313

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

                         MORPHEUS
          At last.

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

He strides to Neo and they shake hands.

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

                         NEO
          It's an honor.

                         MORPHEUS
          Please.  Come.  Sit.

He nods to Trinity.

                         MORPHEUS
          Thank you, Trinity.

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

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

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

                         NEO
          You could say that.

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

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

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

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

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

                         NEO
          No.

                         MORPHEUS
          Why not?

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

                         MORPHEUS
          I know exactly what you mean.

Again, that smile that could cut glass.

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

                         NEO
          The Matrix?

                         MORPHEUS
          Do you want to know what it is?

Neo swallows hard and nods.

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

                         NEO
          What truth?

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

The LEATHER CREAKS as he leans back.

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

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

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

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

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

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

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

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

                         MORPHEUS
          Follow me.

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

Trinity, Apoc and Cypher look up as they enter.

                         MORPHEUS
          Apoc, are we on-line?

                         APOC
          Almost.

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

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

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

He whispers to Trinity:

                         NEO
          You did all this?

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

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

                         NEO
          What does that mean?

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

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

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

                         NEO
          Shit...

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

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

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

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

                         NEO
          This can't be...

                         MORPHEUS
          Be what?  Be real?

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

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

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

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

                         NEO
          Uh-oh...

                         TRINITY
          It's going into replication.

                         MORPHEUS
          Apoc?

                         APOC
          Still nothing.

Morpheus takes out a cellular phone and dials a number.

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

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

                         NEO
          It's cold.

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

                         NEO
          It's all over me --

Morpheus is right next to him with the phone.

                         TRINITY
          I got a fibrillation!

                         MORPHEUS
          Shit!  Apoc?

Streams of mercury run from Neo's nose.

                         APOC
          Targeting... almost there.

An ALARM on Trinity's monitor ERUPTS.

                         TRINITY
          He's going into arrest!

                         APOC
          Lock!  I got him!

                         MORPHEUS
          Now, Tank, now!

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

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

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

-- sucked INTO his scream and swallowed by DARKNESS.


INT.  POWER PLANT - CLOSE ON MAN'S BODY

floating in a womb-red amnion.

His body spasms, fighting against the thick gelatin.

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

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

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

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

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

It is Neo.

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

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

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

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

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

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

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

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

The image assaults his mind.

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

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

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

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

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

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

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


INT.  WASTE LINE

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

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

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

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


INT.  HOVERCRAFT

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

He smiles.

                         MORPHEUS
          Welcome to the real world, Neo.

He passes out.

                                            FADE TO BLACK.

FADE IN:

INT.  HOVERCRAFT

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

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

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


NEO'S POV

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

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

                         MORPHEUS
          Far from it.

                                            FADE TO BLACK.

FADE IN:

NEO

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

                         DOZER
          He needs a lot of work.

                         MORPHEUS
          I know.

DOZER and Morpheus are operating on Neo.

                         NEO
          What are you doing?

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

Fluorescent light sticks burn unnaturally bright.

                         NEO
          Why do my eyes hurt?

                         MORPHEUS
          You've never used them before.

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

                         MORPHEUS
          Rest, Neo.  The answers are coming.


INT.  NEO'S ROOM

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

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

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

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

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

                         MORPHEUS
          More important than what is when?

                         NEO
          When?

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

The wind is knocked from Neo's chest.

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


INT.  HOVERCRAFT

Like a sleepwalker, Neo follows Morpheus through the ship.

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

They climb a ladder up to the main deck.


INT.  MAIN DECK

Everyone is there.

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

Trinity smiles and nods.

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

The names and faces wash meaninglessly over Neo.

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

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

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

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

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

He touches the back of Neo's head.

                         MORPHEUS
          Help him, Trinity.

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

                         MORPHEUS
          This will feel a little weird.

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

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

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


INT.  CONSTRUCT

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

                         MORPHEUS
          This is the Construct.

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

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

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

                         MORPHEUS
          Sit down.

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

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

                         MORPHEUS
          Wild, isn't it?

Neo's hands run over the cracked leather.

                         NEO
          This isn't real?

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

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

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

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

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

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

                         MORPHEUS
          'The desert of the real.'

Beneath us, the lake is gone.

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

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

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

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

                         NEO
          A.I.?  You mean artificial
          intelligence?

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

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

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

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

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


EXT.  FETUS FIELDS

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

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

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

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

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

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

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


INT.  CONSTRUCT

Morpheus steps INTO VIEW as he clicks off the television.

                         MORPHEUS
          What is the Matrix?  Control.

He opens the back of the television remote control.

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

He holds up a coppertop battery.

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

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

The room without walls begins to spin.

                         NEO
          Stop!  Let me out!  I want out!


INT.  MAIN DECK

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

                         NEO
          Get this thing out of me!

                         TRINITY
          Easy, Neo.  Easy.

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

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

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

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

                         CYPHER
          He's going to pop!

Vomiting violently, Neo pitches forward and blacks out.


INT.  NEO'S ROOM

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

                         NEO
          I can't go back, can I?

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

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

Deep down, Neo knows that answer.

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

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

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

He pauses.

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

Neo can feel his eyes on him.

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

He stands up.

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

                         NEO
          For what?

                         MORPHEUS
          Your training.


INT.  HOVERCRAFT

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


INT.  NEO'S ROOM

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

                         TANK
          Morning.  Did you sleep?

                         NEO
          No.

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

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

                         NEO
          You don't have...

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

                         NEO
          Zion?

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

                         NEO
          It's a city?

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

                         NEO
          Where is it?

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

Tanks smiles.

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


INT.  MAIN DECK

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

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

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

                         TANK
          How about some combat training?

Neo reads the label on the disk.

                         NEO
          Jujitsu?  I'm going to learn
          jujitsu?

Tank slides the disk into Neo's supplement drive.

                         NEO
          No way.

Smiling, Tank punches the "load" code.

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

An instant later his eyes snap open.

                         NEO
          Holy shit!

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

                         NEO
          Hell yes!


INT.  MAIN DECK

It is later.

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

Morpheus walks in.

                         MORPHEUS
          How is he?

                         TANK
          Ten hours straight.  He's a machine.

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

                         NEO
          This is incredible.  I know kung fu.

                         MORPHEUS
          Show me.


INT.  DOJO

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

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

He assumes a fighting stance.

                         MORPHEUS
          Attack me.

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

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

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

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


INT.  MESS HALL

MOUSE bursts into the room, interrupting dinner.

                         MOUSE
          Morpheus is fighting Neo!

All at once, everyone bolts for the door.


INT.  DOJO

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

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

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

Neo falls.

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

                         MORPHEUS
          How did I beat you?

                         NEO
          You -- you're too fast.

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

Neo is frustrated, still unable to catch his breath.

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

Neo stands, nodding slowly.

                         MORPHEUS
          Again.

Their fists fly with pneumatic speed.


INT.  MAIN DECK

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

                         MOUSE
          Jeeezus Keeerist!  That boy is fast!


INT.  DOJO

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

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

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

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

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


INT.  MAIN DECK

There are several gasps.

                         MOUSE
          I don't believe it!


INT.  DOJO

Morpheus rubs his face, then smiles.

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

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


INT.  HOVERCRAFT

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


INT.  CONSTRUCT - ROOFTOP - DAY

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

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

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

He lands on the rooftop across the street.

                         NEO
          Shit.

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

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

He takes a deep breath.  And starts to run.


INT.  MAIN DECK

They are transfixed.

                         SWITCH
          He's gonna make it.

                         APOC
          No way.  Not possible.

                         MOUSE
          No one's ever made their first jump.

                         SWITCH
          What if he does?

                         APOC
          He won't.

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

                         TRINITY
          Come on.


EXT.  ROOFTOP

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

But comes up drastically short.

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

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

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

Morpheus exits the building and helps him to his feet.

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

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

Morpheus smiles and nods.


INT.  MAIN DECK

They break up.

                         MOUSE
          What does it mean?

                         SWITCH
          It doesn't mean anything.

                         CYPHER
          Everyone falls the first time,
          right, Trinity?

But Trinity has already left.

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

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

                         NEO
          I thought it wasn't real.

                         MORPHEUS
          Your mind makes it real.

Neo stares at the blood.

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

                         MORPHEUS
          The body cannot live without the
          mind.


INT.  NEO'S ROOM

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

                         TRINITY
          Neo, I saved you some dinner --

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

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


INT.  HALL

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

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

Trinity says nothing.

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

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

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

                         TRINITY
          Morpheus will take him when he's
          ready.

She turns and he watches her walk away.


EXT.  CITY STREET - TRAINING PROGRAM - DAY

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

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

                         NEO
          What -- what lesson?

Neo collides with a man who looks just like Rhineheart.

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

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

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

Morpheus stops, turning to Neo.

                         MORPHEUS
          Do you understand, Neo?

                         NEO
          I think I do.

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

                         NEO
          Yeah.

                         MORPHEUS
          Look again.

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

Neo screams.

                         MORPHEUS
          Freeze it.

Everything except Morpheus and Neo freezes.

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

Neo listens to his intense voice.

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

                         NEO
          How?

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

Neo scratches his head.

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

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

Morpheus' CELL PHONE RINGS and he flips it open.

                         TANK (V.O.)
          We got trouble.


EXT.  SEWER MAIN

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


INT.  COCKPIT

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

                         MORPHEUS
          How much time, Dozer?

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

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

                         MORPHEUS
          Set down in there.

                         NEO
          What's going on?

                         DOZER
          Squiddy tripped one of our long
          distance alarm probes.

                         NEO
          What?

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

                         DOZER
          Search and destroy.

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


EXT.  HOVERCRAFT

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


INT.  COCKPIT

Morpheus clicks the intercom.

                         MORPHEUS
          How we doing, Tank?


INT.  MAIN DECK

Tank works furiously at the operator's station.

                         TANK
          Done.

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

Tank whispers.

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

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


INT.  COCKPIT

Neo leans into Trinity's ear.

                         NEO
          E.M.P.  An electromagnetic pulse.

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

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

Neo begins to angle around Dozer but Morpheus grabs him.

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

Neo freezes and they wait.

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

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

They see it.

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

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

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


INT.  HALL

The ship is quiet and dark.  Everyone is asleep.


INT.  MAIN DECK

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

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

                         NEO
          Sorry.

                         CYPHER
          No, it's all right.

                         NEO
          What are you doing?

                         CYPHER
          Midnight watch.

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

                         NEO
          Is that...?

                         CYPHER
          The Matrix?  Yeah.

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

                         NEO
          Do you always look at it encoded?

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

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

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

He raises the glass.

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

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

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

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

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

Neo looks up, unsure.

                         CYPHER
          Why you're here?

                         NEO
          ... Yeah.

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

Neo looks down at his drink.

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

                         NEO
          Really?

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

                         NEO
          How many were there?

                         CYPHER
          Five.  Since I've been here.

                         NEO
          What happened to them?

                         CYPHER
          Dead.  All dead.

                         NEO
          How?

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

Neo gulps down another shot.

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

He throws back a final shot.

                         NEO
          Thanks... for the drink.

                         CYPHER
          Any time.

Cypher nods as Neo heads for the ladder.

                         CYPHER
          Sweet dreams.


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

A substance with a consistency somewhere between yogurt
and cellulite.

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

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

                         APOC
          Breakfast of champions, Neo.

                         NEO
          What is it?

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

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

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

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

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

With that he turns and leaves.

                         NEO
          See who?

                         TANK
          The Oracle.

Trinity glances at Cypher who smiles thinly.


EXT.  HOTEL LAFAYETTE - DAY

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

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

                         MORPHEUS
          We should be back in an hour.

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

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


INT.  CAR

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

                         MORPHEUS
          Almost unbelievable, isn't it?

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

                         NEO
          God...

                         TRINITY
          What?

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

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

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

He turns to her.

                         NEO
          What does that mean?

                         TRINITY
          That the Matrix cannot tell you who
          you are.

                         NEO
          But an Oracle can.

                         TRINITY
          That's different.

                         NEO
          Is it?

                         TRINITY
          Are you worried?

                         NEO
          Should I be?

                         TRINITY
          No.

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

                         NEO
          Did you go to her?

                         TRINITY
          Yes.

                         NEO
          What did she tell you?

                         TRINITY
          She told me...

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

                         NEO
          What?

The car suddenly jerks to a stop.

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

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

                         CYPHER
          Here we go again, eh, Trin?

He smiles as she turns to the window.


EXT.  BUILDING

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


INT.  BUILDING

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


INT.  ELEVATOR

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

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

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

                         NEO
          The beginning?

                         MORPHEUS
          Of the Resistance.

                         NEO
          And she knows what?  Everything?

                         MORPHEUS
          She would say she knows enough.

                         NEO
          How does she know?

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

                         NEO
          And she's never wrong.

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

                         NEO
          She helped you?

                         MORPHEUS
          Yes.

                         NEO
          What did she tell you?

                         MORPHEUS
          That I would find the One.

DING.  The ELEVATOR opens.


INT.  HALL

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

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

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

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

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

                         MORPHEUS
          Why?

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

                         MORPHEUS
          What do you believe in?

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

                         MORPHEUS
          That's why we're here.

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

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

                         NEO
          And you still believe I'm the One?

                         MORPHEUS
          Yes I do.

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

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

                         NEO
          Did you believe in them too?

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

This is difficult for Morpheus to admit.

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

He looks up at Neo.

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

His eyes blaze.

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

                         NEO
          Morpheus, I don't know --

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

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

                         NEO
          All right.

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

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


INT.  ORACLE'S APARTMENT

It seems particularly normal.

                         PRIESTESS
          Make yourself at home, Morpheus.

                         MORPHEUS
          Thank you.

                         PRIESTESS
          Neo, come with me.

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

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

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

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

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

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

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

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

                         NEO
          What truth?

                         SPOON BOY
          That there is no spoon.

Neo nods, staring at the spoon.

                         NEO
          There is no spoon.

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

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

A hand touches his shoulder.

                         PRIESTESS
          The Oracle will see you now.

Spoon Boy smiles.

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

                         ORACLE
          Just come on in.


INT.  KITCHEN

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

                         NEO
          Hello?

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

                         NEO
          You're the Oracle?

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

                         NEO
          Yeah.

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

                         NEO
          What vase?

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

                         ORACLE
          That vase.

                         NEO
          Shit, I'm sorry.

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

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

                         NEO
          How did you know...?

She sets the cookie tray on a wooden hot pad.

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

Smiling, she lights a cigarette.

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

                         NEO
          Who?

                         ORACLE
          Not too bright though.

She winks.

                         ORACLE
          You know why Morpheus brought you to
          see me?

He nods.

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

                         NEO
          Honestly?  I don't know.

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

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

She puts her cigarette down.

                         ORACLE
          Well, I better have a look at you.

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

                         ORACLE
          Open your mouth.  Say 'ahh'.

She nods then looks at his palms.

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

                         NEO
          But what?

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

                         NEO
          I'm not the One.

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

                         NEO
          What?

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

Neo almost has to laugh.

                         ORACLE
          What's funny?

                         NEO
          Morpheus.  He almost had me
          convinced.

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

                         NEO
          What do you mean, without him?

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

                         ORACLE
          Are you sure you want to hear this?

Neo nods.

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

                         NEO
          What?

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

Neo can't breathe.

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

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

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

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


INT.  SITTING ROOM - DAY

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

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

He smiles.

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

Neo nods and takes a bite of his cookie.


INT.  CAR

Neo and Morpheus get in the car.

                         MORPHEUS
          Let's go.

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

                         TRINITY
          Are you all right?

                         NEO
          ... right as rain.


EXT.  CITY STREET - DAY

Switch watches as an unmarked white van trolls by.

                         SWITCH
          Weird.

                         APOC
          What?

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

                         APOC
          Should Tank I.D. it?

Switch sees the black car turn onto their street.

                         SWITCH
          No.  Here they come.


INT.  ROOM 1313 - DAY

Mouse's CELLULAR RINGS.

                         MOUSE
          Welcome to Movie-Phone.

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

The phone flips shut as he jumps up.


EXT.  CITY STREET

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


INT.  MAIN DECK

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

                         TANK
          What is that...?


INT.  HOTEL LAFAYETTE - DAY

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

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

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

                         NEO
          Whoa.  Deja vu.

Those words stop the others dead in their tracks.


INT.  MAIN DECK

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

                         TANK
          Oh shit!  Oh shit!


INT.  HOTEL LAFAYETTE - DAY

Trinity turns around, her face tight.

                         TRINITY
          What did you just say?

                         NEO
          Nothing.  Just had a little deja vu.

                         TRINITY
          What happened?  What did you see?

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

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

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

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

                         NEO
          What is it?

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

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


INT.  MAIN DECK

Tank sees what was changed.

                         TANK
          It's a trap!


INT.  STAIRCASE - DAY

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

                         MORPHEUS
          Come on!


INT.  BASEMENT - DAY

Heavy bolt cutters snap through the main phone cable.


INT.  ROOM 1313 - DAY

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

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

Mouse yanks open the curtain.

                         MOUSE
          Oh no.

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


INT.  MAIN DECK

Tank watches helplessly.

                         TANK
          No, no, no.


INT.  STAIRS - DAY

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


INT.  ROOM 1313 - DAY

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


INT.  MAIN DECK

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


EXT.  HOTEL LAFAYETTE - DAY

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


INT.  STAIRWELL - DAY

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

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

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

                         MORPHEUS
          Give me your phone.

                         TRINITY
          They'll be able to track it.

                         MORPHEUS
          We have no choice.


INT.  MAIN DECK

Tank answers the call.

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

His fingers pound the keyboard.


INT.  HOTEL LAFAYETTE - DAY

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


INT.  MAIN DECK

The diagram windows onto the screen.

                         TANK
          Got it.

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


INT.  HALL - DAY

Agent Smith pauses, his hand going to his earpiece.


INT.  ROOM 808 - DAY

Morpheus is guided by Tank.

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

                         MORPHEUS
          Good.

He cuts off the phone.


INT.  HALL - DAY

Agent Smith hears the LINE CLICK dead.

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


INT.  STAIRWELL - DAY

Cops flood the eighth floor, rushing everywhere.


INT.  ROOM 808 - DAY

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


INT.  WALL - DAY

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

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


INT.  HALL - DAY

Brown turns to Smith.

                         AGENT BROWN
          Where are they?


INT.  ROOM 808 - DAY

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


INT.  WALL - DAY

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


INT.  ROOM 808 - DAY

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

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

                         COP
          They're in the walls!


INT.  WALL - DAY

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

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

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


INT.  ROOM 808 - DAY

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

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


INT.  WALL - DAY

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

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

                         NEO
          Fuck.

His gun clatters down the dark crevice.

                         TRINITY
          It's an Agent!

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

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

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

                         TRINITY
          Morpheus!

Morpheus squeezes Agent Smith's throat.

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

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

                         NEO
          No.  No!  Morpheus!  Don't!

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

Behind his crooked glasses, Agent Smith smiles.

                         AGENT SMITH
          The sewers.  Of course.

                         MORPHEUS
          Hurry!

                         AGENT SMITH
          They won't make it.

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

                         TRINITY
          Go!

                         NEO
          We can't leave him!

                         TRINITY
          We have to!

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


INT.  BASEMENT - DAY

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

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

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

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

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

Smoke blossoms from the green metal canisters.

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

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

                         TRINITY
          Come on!

Cypher seems to trip as the cloud envelops him.

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


INT.  ROOM 808 - DAY

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

                         AGENT SMITH
          The great Morpheus.  We meet at
          last.

                         MORPHEUS
          And you are?

                         AGENT SMITH
          Smith.  I am Agent Smith.

                         MORPHEUS
          You all look the same to me.

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

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

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

                         AGENT SMITH
          Take him.

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


INT.  MAIN DECK

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

                         TANK
          No!


EXT.  HOTEL LAFAYETTE - DAY

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

                         AGENT JONES
          We have them now.


EXT.  STREET - DAY

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

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

                         TRINITY
          We need a phone.


INT.  MAIN DECK

Tank is again at the monitors, searching the Matrix.

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

The PHONE RINGS.

                         TANK
          Operator.

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

                         TANK
          Cypher?


EXT.  STREET - DAY

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

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

                         TANK (V.O.)
          I got you.

                         CYPHER
          Just get me outta here.

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

Cypher hangs up and smiles as the fire trucks arrive.


INT.  MAIN DECK

The PHONE RINGS.  Tank answers.

                         TANK
          Operator.

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


EXT.  STREET - DAY

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

                         NEO
          Is Morpheus alive?

                         TRINITY
          Is Morpheus still alive, Tank?

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

                         TRINITY
          He's alive.

Again, inevitability seems to cinch around Neo.

                         TRINITY
          We need an exit!

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

                         TRINITY
          Cypher, I thought --

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

                         TRINITY
          Got it.


INT.  APPLIANCE STORE - DAY

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

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

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


EXT.  STREET - DAY

Trinity sees the appliance shop.


INT.  MAIN DECK

Tank punches the exit command.

                         TANK
          Got him.

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


INT.  APPLIANCE STORE - DAY

Neo crawls through the window that Cypher opened.


INT.  MAIN DECK

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


INT.  APPLIANCE STORE - DAY

The PHONE begins to RING as the others crawl in.

                         SWITCH
          God, I love that sound.


INT.  MAIN DECK

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

Cypher checks the gun, unable to believe he missed.

                         CYPHER
          Shit.

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

                         DOZER
          No!


INT.  APPLIANCE STORE - DAY

The PHONE is still RINGING.

                         TRINITY
          You first, Neo.

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

                         TRINITY
          What happened?

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

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


INT.  MAIN DECK

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


INT.  APPLIANCE STORE - DAY

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

                         CYPHER (V.O.)
          Hello, Trinity.

                         TRINITY
          Cypher?  Where's Tank?

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

                         TRINITY
          An accident?!


INT.  MAIN DECK

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

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

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

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

                         TRINITY
          You killed them.

                         APOC
          What?!

                         SWITCH
          Oh, God.

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

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

                         TRINITY
          My God.  Morpheus.  You gave them
          Morpheus.

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

                         TRINITY
          The Matrix isn't real!

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

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

                         CYPHER
          You tell me which is more real.

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

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

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

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

                         CYPHER
          Welcome to the real world, eh, baby?

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

                         TRINITY
          Goddamn you, Cypher!

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

He stands over Neo.

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

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

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

He takes hold of the cord.

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

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

                         TRINITY
          ... yes.

                         CYPHER
          No!

Cypher is frozen, staring AT us in terror.

                         CYPHER
          I don't believe it!

Charred and bloody, Tank levels the gun.

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

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


INT.  APPLIANCE STORE

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

The PHONE RINGS.

                         NEO
          Go.  You first this time.


INT.  MAIN DECK

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

                         TRINITY
          Tank, you're hurt.

                         TANK
          I'll be all right.

                         TRINITY
          Dozer?

Tank's face tightens.

                         TRINITY
          I'm sorry, Tank.


EXT.  GOVERNMENT BUILDING - DAY

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

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


INT.  EXECUTIVE OFFICE - DAY

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

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

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

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

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

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