EXT. DESERT HIGHWAY (NIGHT)

 

FAR OFF in the distance, the glow of motorcycle headlights racing

toward us. As we zoom out and focus in, they are already too close to

avoid. They rip by us, thundering explosions and men and women

cheering.

 

THE pack of about ten bikers and their women don’t wear helmets. They

fly down the highway using both lanes, drinking and driving with total

abandon.

 

 

ANGLE ON the lead motorcycle, a massive, custom-made Harley. GREGORY

LOWFIELD, Thomas J. Anderson without a desk job, without cares, revs

his bike and locks the accelerator. He hands his beer to the blonde

who rides behind him, then, in one swift motion, jumps up on his seat,

leaning into the slipstream.

 

                  The feat is IMPOSSIBLE.

 

HIS GIRLFRIEND, CHANDRA, screams at him as she grasps the seat and

lowers herself to the bike.

 

                          CHANDRA

 

               " Greg, are you fucking crazy? "

 

                            GREG

 

                  " Yes. But don’t worry."

 

She clings to his legs as they barrel down the highway. They blast

pass a darkened cruiser.

 

 

INT. CRUISER

 

The cop sets his paper down just long enough to catch a glimpse of the

pack exploding down the highway, with GREGORY surfing his bike.

 

ANGLE ON: the radar gun. It’s flashing 125 MPH

 

                            COP

 

               " Holy shit. Drunk ass punks."

 

 

EXT. HIGHWAY

 

GREGORY is facing us as he drops back into his seat, taking his beer

on cue from CHANDRA. Behind them, the cop’s lights flare up.

 

                          GREGORY

 

         " Oh boy. Stop, stop, let’s have some fun."

 

 

INT. COP CAR

 

WE look through the windshield as the cop drives down the highway,

calling in his stop-vehicle report. He suddenly sees something that

makes him slam on the brakes.

 

                            COP

 

                        " Holy shit! "

 

ANGLE THROUGH the cop’s windshield. The ten bikers, with GREGORY at

their center, are parked in the middle of the road, looking at him

casually."

 

 

EXT. ROAD

 

THE cruiser comes to a stop mere inches from GREGORY’S leg. The COP

bursts out of the door.

 

                            COP

 

               " What the hell are you doing? "

 

                          GREGORY

 

 " We’ll tell you when to stop, little man. Not the other way around."

 

                            COP

 

                          " Fuck."

 

HE DIVES back into his cruiser, reaching for the radio. GREGORY pulls

a huge silver.44 from his jacket and FIRES. The cruiser’s antenna is

blown off at the base, and the nine-foot whip flips onto the ground

with a metallic clang.

 

 

INT. CRUISER

 

The COP is lying half-on the seat, taking cover. The handset relays

only static. He reaches for his gun, but is frozen by Gregory’s voice.

 

                          GREGORY

 

" Don’t try anything stupid, man. I gotta bead on your donut-eating

                           ass."

 

 

EXT. CRUISER

 

            The cop comes out with his hands up.

 

                            COP

 

                  " Whaddya want with me? "

 

                          GREGORY

 

" I don’t know. I just thought I’d find out what you wanted without you

           shooting at me. So, what do you want? "

 

THE COP is a tough one. Far taller than GREGORY, muscular and serious.

 

                            COP

 

                 " You’re all under arrest."

 

THE PACK explodes with laughter. GREGORY walks up to the policeman and

circles him, keeping the gun pointed in the business direction.

 

                          GREGORY

 

 " This is your lucky day, officer. We’re gonna give you a night off."

 

CHANDRA walks up to him. Seductively, she hands him the bottle of hard

liquour.

 

                          CHANDRA

 

                          " Drink."

 

WHEN he pauses, GREGORY places the gun against his temple.

Reluctantly, the big cop starts to gulp down the alcohol.

 

GREGORY lowers the gun. He and CHANDRA return to their motorcycle.

 

                          GREGORY

 

               " You never even saw us, man."

 

                          CHANDRA

 

                     " Keep the bottle."

 

THEY start their bikes and are gone, like ghosts, into the shadows of

the road.

 

                                                          CUT TO:

 

 

EXT. BEACH

 

A CAMPFIRE blazes only a few feet away from the high tide. A billion

stars shine overhead as GREGORY and his biker gang, including the cop,

sit or lie around the fire. A few people are still awake, and one

picks drunkenly at a guitar.

 

GREGORY stands, throws a blanket over his shoulder, and scoops up

CHANDRA. They make their way into the dunes.

 

 

EXT. DUNES

 

GREGORY and CHANDRA lie on the blanket, staring at the sky.

Inexplicably, GREGROY holds a hand toward the sky.

 

                          GREGORY

 

                  " Which one do you want? "

 

                          CHANDRA

 

               " Any one. It doesn’t matter."

 

WITH his hand pointed lazily at the sky, a single star starts glowing

stronger and stronger. It vibrates, then fades suddenly and comes

loose from the sky, and becomes a meteorite, burning across the sky.

 

   CHANDRA draws closer to him, enraptured by his power.

 

                          CHANDRA

 

                " How do you do it, Gregory? "

 

                          GREGORY

 

" I don’t know. Sometimes it feels like... I’m reaching beyond the

                          world."

 

HIS hand drops and his head turns. He sits up, startled by something.

 

                          CHANDRA

 

                       " What is it? "

 

       GREGORY holds up a hand for her to be silent.

 

                          GREGORY

 

              " They found us. Can’t you hear it? "

 

                          CHANDRA

 

               " What? I don’t hear anything."

 

                          GREGORY

 

" We can only rebel so long. We can only push until they will hit

                          back."

 

                          CHANDRA

 

                " They? The Men in Black? "

 

CU on GREGORY. In the distance, the faintest sound of a helicopter can

                 be heard, growing louder.

 

                          GREGORY

 

                 " Fuck! Get to the bikes."

 

 

EXT. CAMPFIRE

 

GREGORY bursts over the hill, holding hands with CHANDRA as they run.

He’s only had time to through on his boots and boxers and grab his

.44. Chandra is dressed only in her underwear and Gregory’s leather

jacket.

 

                          GREGORY

 

       " Wake up! Get on your bikes and fucking ride! "

 

HIS gang burst to their feet. They scramble through the dunes, heading

for their bikes.

 

A HELICOPTER, seen only by it’s massively strong search lamp, and the

wind from its rotors blowing sand everywhere, flies up and over the

dunes, buzzing the running pack, blowing some off their feet.

 

GREGORY mounts his bike and CHANDRA jumps on back. WITH A WAVE OF HIS

HAND, all the bikes, his included, drop into neutral and rev into

start. Their headlights blaze as the helicopter returns, joined by

another.

 

                    CHOPPER LOUDSPEAKER

 

  " THIS IS THE POLICE, STOP YOUR VEHICLES AND SURRENDER! "

 

SUDDENLY, automatic fire sparks from the unseen helicopters. A bullet

trail stitches its way across a pair of bikers, sending them to the

ground as the helicopters fly overhead.

 

GREGORY cranks down on the throttle and his bike explodes ahead.

 

 

EXT. HIGHWAY

 

THE pack splits up in two directions as the distant choppers circle

back. GREGORY cuts the lights on his bike and follows the highway by

starlight.

 

 

INT. HELICOPTER COCKPIT

 

TINNY RADIO chatter fills the red-lit cockpit over the steady hum of

the engines. The nose of the chopper points to the ground as it

focuses on GREGORY and CHANDRA, who are ripping down the highway.

 

CU on the cockpit instruments, centered on the airspeed indicator. The

needle is pushing to the max, going through 150 knots.

 

                        PILOT (V.O.)

 

              " Holy shit, he’s outrunning us."

 

                                                          CUT TO:

 

 

EXT. HIGHWAY

 

GREGORY is pasted down to the tank of his bike with CHANDRA gripping

him for her life. The slipstream pulls his lips open and tears streak

from his eyes as his bike redlines in fifth gear. The helicopters grow

smaller behind them. They break chase.

 

CHANDRA looks back and sees the lights turn away. She screams over the

wind and the roar.

 

                          CHANDRA

 

                      " They’re gone! "

 

          GREGORY is staring down a dark highway.

 

                          GREGORY

 

                     " Can’t see shit."

 

HE turns the headlights back on, just in time to see a ROADBLOCK of

heavy duty military trucks. In front of the trucks is a sandbag wall

manned by soldiers. The trucks are flanked by police cars. And if one

looks closely enough, they can see a pair of AGENTS standing to the

side.

 

THE stunned soldiers have time to fire off a couple shots as they run

frantically to get out of the way of the bike, 800 pounds of metal

flying at 150 miles per hour.

 

GREGORY plows into the sandbag wall, directly between two parked

trucks. The wall parts in an explosion of sand and sandbags. THEY’RE

THROUGH, but the bike scissors uncontrollably, until it rolls and we

drop into bullet-time.

 

AS the bike goes over, we watch from the side as GREGORY dismounts,

grabbing CHANDRA as he steps over onto the safe side of the bike. A

 

massive shower of sparks bursts and trails the bike. It tumbles like a

bullet falling through syrup, and GREGORY keeps walking over the

rotating surface, using the bike to protect him and CHANDRA against

the flesh-ripping concrete.

 

THE bike is coming apart as it’s bashed against the concrete. Pieces

rise slowly into the air - the front wheel, the forks, the mufflers,

and a million flakes of metal, until the body bounces into the air,

carrying GREGORY and CHANDRA up. Holding her to him - she’s barely

conscious of the lightning-fast crash, GREGORY rides the flying body

with one hand on the frame. It comes crashing down and back into real

time.

 

 

THE bike’s body streaks along the highway. The sparks fade as it

slows, and pieces of metal come clanging and banging down around them.

They stop, crouching atop the body, with GREGORY crouching over

CHANDRA. The disembodied front wheel rolls past them.

 

STUNNED, not quite understanding how or what he just did, he and

CHANDRA stand and start running. BEHIND them is a blurry wall of red

and blue lights. POLICE SIRENS grow louder.

 

THEY start running down the highway, then GREGORY yanks CHANDRA to a

stop.

 

                          GREGORY

 

              " Split up, into the desert, go! "

 

                        THEY split.

 

CU on CHANDRA. In bare feet, she sprints for the side of the road. The

highway is littered with pieces of the bike, and she stomps on a

twisted piece of metal that impales her bare foot. She falls to the

asphalt with a scream.

 

GREGORY turns and rushes back to her, even as a police cruiser is

bearing down on them, it’s V-8 roaring and the siren IMPOSSIBLY LOUD.

 

GREGORY drops to her side, only to look up into the blinding high

beams. He drops over CHANDRA, ducks his head and extends his hand

toward the oncoming cruiser and we drop back into BULLET TIME.

 

THE CRUISER runs into his hand and stops as though it hit a steel

post. The hood crumples in the center, pushing the grill in even as

the front quarter panels of the unibody continue around GREGORY and

CHANDRA.

 

 

INT. CRUISER

 

THE ENGINE smashes in through the console, pushing the cops apart as

the glass windshield explodes and their seats slide forward into the

console, smashing them like jelly.

 

 

CU: GREGORY AND CHANDRA

 

WITH HIS HAND still on the grille, CHANDRA AND GREGORY remain

untouched, even as the entire police cruiser rips around them. WE drop

back into REAL time and see the cruiser’s body rip over and around

them. The grille and engine block and part of the mangled transmission

remain still against GREGORY’S HAND. The cruiser was gutted, like a

banana shot down the center from top to bottom. It speeds beyond them,

silent now, flips and explodes.

 

THE ENGINE block is suspended a few feet in the air. It drops to the

ground with a thud.

 

GREGORY and CHANDRA get to their feet and run into the early morning

desert.

 

 

CU: GUTTED CRUISER

 

UNBELIEVABLY, the driver is still alive... barely. The steering wheel

is smashed deep into his mouth, splitting his jaw open. Wet, broken

chokes emanate from his blood-filled mouth. His eyes flicker, and just

before they close forever, his body is seized by pain as he MORPHS.

 

 

EXT. GUTTED CRUISER

 

THE CRUMPLED DOOR is knocked out of the frame. WE SEE a black loafer

step from the vehicle and a man in an immaculate black suit steps out

slowly.

 

WE rise up from the loafer. As the other cruisers catch up to the

scene of the accident, AGENT BROWN watches. He looks into the desert.

 

           A POLICE lieutenant approaches BROWN.

 

                         LIEUTENANT

 

                  " Sir, should we pursue? "

 

                        AGENT BROWN

 

 " Withdraw your men and pursue the others. We have our own plans for

                         this one."

 

 

INT. MAIN BRIDGE (NIGHT)

 

The ship is quiet. RAZOR sits at the operator console, smashing the

keyboard as he forces Tetris pieces into place.

 

 

INT. COCKPIT

 

CHOI is sipping coffee as he nudges the ship to a stop. He speaks into

his headphones.

 

                            CHOI

 

                     " OK, try it here."

 

 

INT. MAIN BRIDGE

 

RAZOR halts his video game playing and flashes to a different screen.

Lines of code come pouring down the screen as he types, then hits the

ENTER key with a flourish. The screen flashes, and the familiar scroll

of the MATRIX cascades down the screens.

 

                           RAZOR

 

                        " Holy shit."

 

                                                          CUT TO:

 

INT. MAIN BRIDGE

 

                            CHOI

 

              " What? Tell me you got signal."

 

                        RAZOR (V.O.)

 

" No fucking shit I got signal. Dude, they’re changing it."

 

                      CHOI is annoyed.

 

                            CHOI

 

           " Are you using the right pulse wave? "

 

                                                          CUT TO:

 

INT. MAIN BRIDGE

 

                           RAZOR

 

           " Shut the fuck up and get back here."

 

THE MATRIX scroll pours down at a streaking pace. It’s almost

impossible to make out the individual characters.

 

                 CHOI comes up behind RAZOR

 

                            CHOI

 

               " Oh my God. What are they - "

 

                           RAZOR

 

               " They’re changing the Matrix."

 

                            CHOI

 

                      " Call Morpheus."

 

RAZOR patches into MORPHEUS’ cabin through the headset.

 

 

INT. MORPHEUS CABIN

 

IT’S dark, but quiet classical music can be heard. He’s not in bed

alone. NIOBE’S shaded form can be made out behind him.

 

MORPHEUS sounds awake, but looks anything but. He grabs the buzzing

handset only an arm’s length from him.

 

                          MORPHEUS

 

                        " I’m here."

 

                           RAZOR

 

              " Sir, you gotta get down here."

 

MORPHEUS starts dressing as he talks. He puts a reasurring hand on

NIOBE’S shoulder.

 

                          MORPHEUS

 

                     " Proximity alarm? "

 

                           RAZOR

 

        " The Matrix, sir. The coding is going nuts."

 

                          MORPHEUS

 

                     " Be right there."

 

MORPHEUS hangs up the phone and jumps into his boots. He turns to

NIOBE as he works.

 

                          MORPHEUS

 

" It sounds bad. They’re readjusting quicker than we thought."

 

            NIOBE jumps up and dresses quickly.

 

                             NIOBE

 

                         " Already? "

 

                          MORPHEUS

 

     " It appears that they are learning their lessons."

 

                   NIOBE shakes her head.

 

      " Morpheus, how much are you going to tell him? "

 

                      MORPHEUS pauses.

 

                          MORPHEUS

 

       " Tell Neo? About his predecessors, I suppose? "

 

                   NIOBE, dressed, nods.

 

                            MORPHEUS

 

                      " He is the -"

 

              NIOBE puts a finger to his lips.

 

                           NIOBE

 

              " Six came before him, Morpheus."

 

              MORPHEUS shakes his head slowly.

 

                          MORPHEUS

 

" To me, none came before him. The Oracle told me I would find the one.

     It is prophecy. You haven’t seen what he can do."

 

                           NIOBE

 

  " What if they toughen the Matrix code, like last time? "

 

                          MORPHEUS

 

 " There are lots of ifs. How about this one: What if we lose faith in

                        our cause? "

 

HE disappears through the door, leaving Niobe standing in the dim

                           light.

 

 

INT. MAIN BRIDGE

 

            MORPHEUS leans over RAZOR and CHOI.

 

                          MORPHEUS

 

                       " Talk to me."

 

                           RAZOR

 

    " Not good, boss, I gotta compile a new descrambler."

 

                       MORPHEUS nods.

 

                          MORPHEUS

 

             " Do it. We’re at broadcast depth? "

 

                            CHOI

 

                         " Yes sir."

 

                          MORPHEUS

 

" We have to download our mission specs. Move aside, I have to log into

                      the mainframe."

 

MORPHEUS takes over RAZORS seat. The scrolling code disappears,

replaced by the small words: ZION.dtr1.mnfr4m3 LOGON.

 

MORPHEUS pushes the keyboard under the console so its hidden from

view. He taps at the keyboard. Hidden password appears on the screen

in the form of: XXXX XXXX XXXX XXXX XXXX XXXX XXXX.

 

         SCREEN: LOGON ACCEPTED. WELCOME, MORPHEUS.

 

                MISSION SPECS DOWNLOADING...

 

                         DOWNLOADED

 

                      LOGOUT COMPLETE

 

          MISSION TYPE: INFILTRATION / DESTRUCTION

 

                  TARGET: MATRIX MAINFRAME

 

MORPHEUS’ eyes open slightly when he reads the screen, but he regains

his composure quickly. RAZOR’S mouth drops open, and CHOI starts

cracking up.

 

                            CHOI

 

" The mainframe? Haha. It’s a joke, right Morpheus? Is today April 1^st

                            ? "

 

                 NIOBE appears behind them.

 

                           NIOBE

 

   " It’s not a joke. We have The One. We must do it now."

 

                           RAZOR

 

" But they’re altering the code already. I can’t even read it yet."

 

               MORPHEUS turns and faces them.

 

                          MORPHEUS

 

 " We have our mission, but it’s up to us to interperate how we’ll do

                            it."

 

                           RAZOR

 

 " Morpheus, there’s more ice in front of that mainframe than there is

      in Antarctica. We’ll never cut through it all."

 

                          MORPHEUS

 

           " You haven’t seen The One in action."

 

       RAZOR looks dubious, and turns to the screens.

 

                          MORPHEUS

 

                     " Can you hack in? "

 

RAZOR pounds the keys. The Matrix disappears, replaced by his program.

 

                           RAZOR

 

" Getting you in is no problem. Maintaining the input/output and

helping you is the problem. That’s how they killed savior number four,

 if I remember right. They cut the signal and trapped him in there."

 

MORPHEUS spins the chair, then stops it. Their faces are inches apart.

 

                          MORPHEUS

 

               " We don’t speak of the past."

 

                           RAZOR

 

 

     " Excuse me for dragging up painful memories, sir."

 

HE turns the chair back to the screen and continues coding.

 

 

CUT TO: NEO

 

He’s standing at the edge of some equipment on the Main Deck. He’s

heard every word. He rounds the corner. The others catch sight of him.

The same thought is on everyone's mind: How much had he heard.

 

                          MORPHEUS

 

" Morning. Niobe, wake the rest of the crew. Razor, what’s the ETA for

                   getting us in there? "

 

                   RAZOR shakes his head.

 

                           RAZOR

 

 " I dunno. Just gimme an hour, I’ll probably have caught up to them."

 

                 MORPHEUS walks up to NEO.

 

                          MORPHEUS

 

                      " Come with me."

 

 

                                                          CUT TO:

 

EXT. DESERT (DAY)

 

FROM FAR AWAY, we see GREGORY and CHANDRA hiding under the only bit of

shade available for miles, a tiny outcropping of rock. We sail in and

cut to a panning shot, scanning over the harsh ground, onto CHANDRA’S

feet, clad in Gregory’s boots, up her sun-scorched and scratched legs.

She’s collapsed onto Gregory. He’s in equally bad shape. Gregory leans

with his back against the rock, eyes opening and closing as he drifts

in and out of sleep.

 

                        GREGORY POV

 

He stars at the horizon and the mirages of water reflecting the

jaundiced yellow sky. In the  shimmering distance, a man appears, but

Gregory’s lids shut and we see darkness. When he reopens them, the

figure is more clear. It’s a man, dressed in a black suit. Even in the

distance we can recognize him. We want it to be him.

 

 

EXT. DESERT ROCK

 

GREGORY can barely come to his senses as the figure approaches.

CHANDRA doesn’t even wake.

 

 

EXT. DESERT

 

We follow the figure at waist heigh as it approaches GREGORY. It comes

to a stop just in front of him.

 

 

EXT. DESERT ROCK

 

GREGORY is fully awake, but he thinks he’s dreaming. He reaches out

and pokes the black-clad leg of the immaculate man standing before him

- a man who doesn’t sweat even in the sauna heat. He looks up, but the

glaring sun obscures the face.

 

      GREGORY’s voice is raspy as he starts to speak.

 

                          GREGORY

 

                " Oh my God. It’s... The Man."

 

                        MAN IN BLACK

 

" I’ve been searching for you for a long time, my friend."

 

                  GREGORY lowers his head.

 

                        MAN IN BLACK

 

                  " We need you, Gregory."

 

                          GREGORY

 

                        " What for? "

 

                        MAN IN BLACK

 

                    " To save our world."

 

GREGORY’S FACE RAISES, THE MAN IN BLACK eclipses the sun with his

head, making a hallo of hazy sunlight around an all-too familiar face:

AGENT SMITH.

 

GREGORY’S head drops back down. He strokes CHANDRA’S hair.

 

                          GREGORY

 

                " It’s too late. We’re dead."

 

                        AGENT SMITH

 

                   " Do you want to live? "

 

                          GREGORY

 

                        " What for? "

 

                        AGENT SMITH

 

" A better life for all. Life for her. And for you, a chance for

                         revenge."

 

                  GREGORY raises his head.

 

AGENT SMITH grins. He turns away, and the desert landscape before them

turns into a soothing, cool, crystal forest lake. Smith takes a step

toward it, then turns and extends his hand.

 

                        AGENT SMITH

 

                       " Interested? "

 

GREGORY is mystified. Speechless, he drags himself to his feet,

hoisting Chandra, and steps toward the lake.

 

                          GREGORY

 

                   " This can’t be real."

 

      HE steps forward, only to have the image recede.

 

                        AGENT SMITH

 

                   " You this, don’t you? "

 

                          GREGORY

 

                           " Yes."

 

                        AGENT SMITH

 

                    " Will you help us? "

 

                          GREGORY

 

                        " Anything."

 

CU: SMITH extends his hand. GREGORY grasps it. He lets go, and

collapses into the cool shallow waters of the lake edge.

 

 

EXT. LAKE SHORE

 

THE DESERT is gone, replaced by forest, though still under the

poisoned sky of the Matrix.

 

GREGORY laps the water up, and pulls CHANDRA in, rubbing the water

over her face. Calmly, AGENT SMITH stands on the lake shore.

 

CU: AGENT SMITH. The humans are reflected in his perfectly still

glasses.

 

CHANDRA stirs and awakens, though she doesn’t seem to see SMITH.

GREGORY, revitalized, looks around at the miracle, and up at the

mystery man.

 

                          GREGORY

 

                  " Who the fuck are you? "

 

                  SMITH grins devilishly.

 

                        AGENT SMITH

 

" I’m nobody. A Smith. What’s more important, is you. We need you,

                         Gregory."

 

GREGORY stares. He pulls CHANDRA ashore and stands to look AGENT SMITH

in the eyes.

 

                          GREGORY

 

        " First you try to kill me. Now you need me."

 

                        AGENT SMITH

 

" Two years ago, Gregory, your parents were killed in a terrorist

             attack in the heart of the city."

 

        THE words spark something nasty in GREGORY.

 

                          GREGORY

 

                         " So what? "

 

                        AGENT SMITH

 

     " The terrorists were led by a certain individual."

 

                          GREGORY

 

                    " I know who it was."

 

                        AGENT SMITH

 

                 " We need you to kill him."

 

GREGORY laughs he turns to CHANDRA to check on her. She’s passed out

on the smooth grass.

 

                          GREGORY

 

" What a bunch of bullshit. The whole government can’t kill him, so how

                             can I? "

 

                        AGENT SMITH

 

      " No one in the government can do what you can."

 

                          GREGORY

 

                        " Fuck you."

 

                        AGENT SMITH

 

                " I believe we have a deal."

 

      GREGORY stands and puts his face next to SMITH’S

 

 " You know, I’ve always wanted to fuck the devil on a deal. And this

looks like a once-in-a lifetime opportunity. So, FUCK YOU! "

 

SMITH frowns. GREGORY looks him up and down. He’s got a few inches and

pounds on the smaller agent.

 

                          GREGORY

 

" What are you gonna do, little man? You looking for a trip to the

fucking hospital? Fuck with me and you’ll be looking for some plastic

                      surgery, you - "

 

SMITH delivers a chest punch that sends GREGORY sailing back twenty

feet. He tumbles to a stop, coughs, and stares in disbelief at SMITH,

standing calmly at what seems like an impossible distance away.

 

CU: SMITH. HE removes his glasses calmly.

 

CU: GREGORY. He was stunned, but he’s not out of the fight. Not by a

long shot.

 

                          GREGORY

 

                   " No man can beat me."

 

                           SMITH

 

                   " Bring it on, pussy."

 

               Pull back as he CHARGES SMITH

 

SMITH is ready to deflect the blow, but GREGORY dodges and bowls him

over, barroom style. With SMITH pinned below him, he slams his palm

downward. SMITH’S head dodges the blow that pummels the ground.

 

GREGORY is screaming as he smashes downward with the palms of his

heels. Every blow misses the mark.

 

                          GREGORY

 

              " Mother fucker, what the fu -? "

 

SMITH bucks up, throwing GREGORY into the air. He flips onto his back

as GREGORY returns. The sheer force of his street-forged roundhouses

knock SMITH around as he blocks. Growing irritated at the untrained

attack, SMITH turns a block into a palm-heel that hits GREGORY in the

forehead with the force of a cannon blast. Momentarily stunned, he

steps back enough for SMITH to perform a roundhouse kick. It’s like a

helicopter blade, smashing into GREGORY’S head and sending him to the

ground in a heap.

 

                           SMITH

 

                " Ready to change your mind? "

 

CU: GREGORY

 

HE can’t respond very well. Blood fills his mouth and his face is

mashed. A huge welt grows under the loafer mark left by SMITH on the

right side of his face.

 

               SMITH crouches down by GREGORY

 

                           SMITH

 

          " I can teach you to beat me, you know."

 

                  THIS interests GREGORY.

 

                           SMITH

 

  " Help us, and both you and her will be free afterward."

 

GREGORY stares at the ground, then gazes past SMITH at CHANDRA.

Finally, he starts to rise. SMITH offers a hand, and GREGORY takes it.

 

                           SMITH

 

" You know it, don’t you? That there’s more to your world than what you

         can see, what you can rationally explain? "

 

                          GREGORY

 

                          " Yeah."

 

                           SMITH

 

" I’m going to teach you how to use the powers you can’t even imagine.

          But first, you need to learn to fight."

 

SMITH puts his hand to his earpiece. GREGORY’S eyes close and his body

SPASMS. He falls to the ground, breathless, and when his eyes open, he

stares up at SMITH.

 

                          GREGORY

 

                  " Holy shit. What the -"

 

HE stares at his hands. He sits up, and watches his hands, amazed, as

he goes through a series of block-punches. He stops and stares up at

SMITH.

 

                          GREGORY

 

                      I know Kung-Fu."

 

                        SMITH grins.

 

 

INT. COCKPIT (NIGHT)

 

MORPHEUS and NEO sit together. The cockpit lights are dimmed down,

only the EMP pulse button glows. Outside the ship, in the dark mists

of the underworld, patches of eerie phosphorescent moss glow on the

walls. Occasionally, a squiddie will pass over the darkened ship.

 

      The two of them watch the deadly outside world.

 

                          MORPHEUS

 

              " We’re deep in their territory."

 

                            NEO

 

                       " I see that."

 

 MORPHEUS stares out at the night, deep in thought. He turns to NEO.

 

                          MORPHEUS

 

                     " Are you rested? "

 

                            NEO

 

                           " Yes."

 

                          MORPHEUS

 

         " You know now, that you had predecessors."

 

                            NEO

 

                 " Yes. I’ve heard things."

 

                          MORPHEUS

 

                  " What types of things? "

 

                            NEO

 

" That there were others, like me, who you thought were going to be

             special. But they ended up dead."

 

                   MORPHEUS nods slowly.

 

                          MORPHEUS

 

" It’s true. There were others. And I didn’t tell you right away.

                Because you were not ready."

 

                         NEO nods.

 

                          MORPHEUS

 

                   " Does this anger you? "

 

                            NEO

 

 " I don’t know yet. So much has happened so fast, that I can’t decide

 whether or not I’m angry, or dissappointed, or even if I should be."

 

                          MORPHEUS

 

" You shouldn’t be, Neo. You are the key in the Oracle’s prophecy.

Everything forseen to come to pass, has, except one thing."

 

                            NEO

 

                          " What? "

 

                          MORPHEUS

 

              " The destruction of The Matrix."

 

           MORPHEUS looks out into the darkness.

 

                          MORPHEUS

 

 " Your coming was heralded, and it is my destiny to prepare the world

for you, and to baptize you by fire. But from here on out, no one

                          knows."

 

                            NEO

 

                  " Can we ask The Oracle."

 

                          MORPHEUS

 

                    " Not in this life."

 

                      NEO is confused.

 

                          MORPHEUS

 

" No one has heard from her or her priestesses since the day Cypher

                       turned on us."

 

                    NEO is taken aback.

 

                            NEO

 

      " But she must have known, if they came to her."

 

                          MORPHEUS

 

                     " Perhaps she did."

 

                    NEO shakes his head.

 

                            NEO

 

" I can’t believe it. I don’t know, Morpheus, if I’m prepared for this

   war. I’m not a soldier. How, how are we going to win? "

 

                          MORPHUES

 

" For decades, we have fought force-on-force, in the real world,

 without a conclusion. Now, after nearly a century of war, we’re at a

standstill. The only way that we can see to win is by destroying their

source of energy. We have to pull the plug on them. We must crash the

                          Matrix."

 

                   MORPHEUS grins slyly.

 

                          MORPHEUS

 

" Remember, when I told you, that I’ll show you how deep the rabbit

                        hole goes? "

 

                            NEO

 

                           " Yes."

 

                          MORPHEUS

 

 " I brought you deep, yet I no longer know the way. No one does. With

 every second we sink deeper than before. You are our guiding light,

now. Your powers exceed mine a millionfold. I have shown you the path

             to victory, Neo. Lead us down it."

 

 

INT. MAIN DECK

 

MORPHEUS, NEO, TRINITY, CHOI, and NIOBE are on the chairs as they’re

being JACKED IN by CIRCA and RAZOR.

 

CUT TO: RAZOR jumps in the operator’s chair, his hands blur over the

touchscreens and keyboard as he drops his crewmates into the Matrix.

 

                      MORPHEUS (O.S.)

 

       " We’re going straight for the throat, people."

 

ANGLE ON: RAZOR and CIRCA typing like made at their keyboards. RAZOR

hits the ENTER key. They look on, transfixed with anticipation. The

screaming Matrix code grinds to a readable halt. The slap each other’s

hands and continue hacking.

 

                      MORPHEUS (O.S.)

 

" We have the advantage of surprise. They won’t expect us to return so

                           soon."

 

 

INT. ABANDONED WAREHOUSE

 

THE FIVE of them stand, immobile, around a ringing phone as their

minds filter in to their body images. They are dressed practically in

denim and leather, like blue collar workers. Their dress wouldn’t

attract the slightest bit of attention, except for the padded coats

and tote bags filled with firepower.

 

 

INT. MAIN BRIDGE

 

                           CIRCA

 

 " Keep your eyes out for changes, they’re modifying things. Dial ‘0’

                       for operator."

 

 

INT. ABANDONED WAREHOUSE

 

            MORPHEUS holds his celly to his ear.

 

                        CIRCA (O.S.)

 

                   " And have a nice day."

 

   HE drops the phone into his pocket. They turn to him.

 

                          MORPHEUS

 

" Niobe, you’re the liasion to our operators. Neo, what do you have for

                       a game plan? "

 

                            NEO

 

                 " Where is the mainframe? "

 

                          MORPHEUS

 

                 " The Metacortex building."

 

                      NEO’s jaw drops.

 

                            NEO

 

          " What the fuck? That’s where I worked."

 

                            CHOI

 

 " And what do you think you were doing there, writing code for video

           games? You were working for The Man."

 

                          TRINITY

 

" It’s true, Neo. Metacortex employs humans to write code for the

                          Matrix."

 

                            NEO

 

      " I thought I was working on a fucking database."

 

                          MORPHEUS

 

" They keep the left hand from seeing what the right hand is doing.

 That’s how an evil system can be made by innocent people. But, that

                      doesn’t matter."

 

                       NEO recovers.

 

                            NEO

 

" How ‘bout this? I just walk up to the Metacortex building and blow it

                            up? "

 

                        CHOI laughs.

 

                            CHOI

 

                 " What, by power of will? "

 

   NEO nods. CHOI’S smile fades. He looks to the others.

 

                            CHOI

 

                    " He’s joking right? "

 

                 MORPHEUS shakes his head.

 

                          MORPHEUS

 

" We’ll fan out around the city, keeping an eye out for you. If you’re

able to accomplish this mission, we’ll phase back into the ship. Stay

 in contact. If you lose your cell, contact an operator immediately."

 

 

EXT. ABANDONED WAREHOUSE

 

THE five of them exit. They blend into the crowds on the street,

anonymous and quiet. MORPHEUS looks back as NEO, taller than most,

heads down the street.

 

                 NIOBE pauses next to him.

 

                           NIOBE

 

                       " What is it? "

 

                 MORPHEUS shakes his head.

 

                          MORPHEUS

 

" What’s going to happen? If this is it, right now? The end? "

 

                           NIOBE

 

                  " I can’t even imagine."

 

HE grins and starts to turn. As he does, his profile matches the

profile on a WANTED poster stuck to the wall. It’s a dark, grainy

picture of him, alongside photos of Neo, and Trinity.

 

              POSTER: INTERNATIONAL TERRORISTS

 

         MORPHEUS glances at it, and continues on.

 

 

EXT. DOWNTOWN STREET

 

NEO walks calmly, observing the people that filter  by. Men, women,

children, all oblivious to their true nature.

 

A dirty homeless whino, nose explosion red with burst blood vessels,

is staggering along the edge of the crowd, unseen and ignored.

Somehow, he catches NEO’s eye.

 

                          HOMELESS

 

                 " Spare a quarter, buddy? "

 

           NEO shakes his head, but still stares.

 

ANGLE on the HOMELESS. He mutters something, and reaches into his

shopping cart to open a garbage bag. It’s filled with twenty dollar

bills, thousands of them.

 

                            NEO

 

                 " How ‘bout a quarter mil? "

 

THE homeless man is astounded. As he stands, speechless, NEO fades

back into the crowd.

 

 

EXT. FOREST GLADE

 

SMITH and GREGORY fight in the glade. SMITH is always one step ahead.

HE is a cruel sensei, and doesn’t pull punches. But with every blow

GREGORY takes, he rebounds and attacks again.

 

FINALLY, just as he seems to be gaining on SMITH, he takes a rapid

fire series of blows, and collapses to the ground, breathless and

beaten.

 

                          GREGORY

 

                          " Fuck."

 

                     SMITH circles him.

 

                           SMITH

 

 " Pain is only weakness leaving your body. When you are sufficiently

              strong, you will feel no pain."

 

                          GREGORY

 

" Tell me about what is happening. What’s wrong with the world? "

 

                           SMITH

 

                    " Get up and fight."

 

GREGORY gets to his feet and takes a stance. SMITH stares at him from

a relaxed poise. He slaps at GREGORY, who deflects the blow and takes

a jab, nearly hitting SMITH on the chin. They circle.

 

                           SMITH

 

                " The world is not for you."

 

         HE slaps, has it deflected, dodges a blow.

 

                          GREGORY

 

                    " What do you mean? "

 

                           SMITH

 

 " You’re not human, Gregory. That’s why you don’t fit in. That’s why

                 you have certain powers."

 

GREGORY takes a swipe. They engage, then push off one another.

 

                          GREGORY

 

             " What, am I from planet Krypton? "

 

                           SMITH

 

" Not quite. But as humans continue to evolve, some are developing

capabilities beyond those of the average man. Reality-altering

 abilities. I have them. Others in the Agency have them. And you have

them, too. We’re all that stands between law and order, and a

  terrorist dictatorship lead by the one called Morpheus."

 

              THEY stop fighting for a moment.

 

                           SMITH

 

" We need you to stop the terror. We need you to save our world."

 

        IT sinks in. GREGORY is starting to believe.

 

                           SMITH

 

" We need you, because you’re better than me. Now push past your

 abilities. You can turn you imagination into reality. See your hands

   striking me, see yourself overcoming me. Fight, boy! "

 

SMITH comes at him, and GREGORY responds. Their fists and kicks are a

fast, then turn into a blur. GREGORY can’t believe his own actions.

SMITH misses a block, and GREGORY blows him backward with a chest

punch.

 

SMITH, recovering, looks up. GREGORY looks around. CHANDRA is gone.

 

                          GREGORY

 

                      " Where is she? "

 

SMITH stands. From behind his back he produces a baseball sized glass

ball. He tosses it to GREGORY.

 

                           SMITH

 

                          " Here."

 

GREGORY looks in the ball. It’s a window to an apartment overlooking

the city. Chandra is in bed, waking up.

 

                           SMITH

 

" She doesn’t remember our encounter. She’s fine. Don’t worry."

 

                    THE BALL disappears.

 

            SMITH puts his hand to his earpiece.

 

 

INT. OFFICE BUILDING

 

AGENT BROWN is staring down at the ground. ACROSS THE STREET, NEO is

walking toward his building.

 

                           BROWN

 

                        " He’s back."

 

 

EXT. FOREST GLADE

 

                           SMITH

 

         " I’ll be there. Execute the defense plan."

 

                  SMITH turns to GREGORY.

 

                           SMITH

 

 " Come with me. But only watch. You’re not ready to engage in a fight

                         with the enemy."

 

                          GREGORY

 

                         " Why not? "

 

                           SMITH

 

" Because if you haven’t defeated me yet, you won’t defeat them."

 

                  SMITH snaps his fingers.

 

 

EXT. ROOFTOP

 

GREGORY finds himself alone on the top of the MAKARAO hotel,

overlooking METACORTEX PLAZA.

 

 

EXT. STREET

 

The METACORTEX building stands across the street. NEO has been along

this road a thousand times, but in another lifetime.

 

NEO raises one hand, palm pointed toward the building.

 

CUT TO: NEO’S POV: The building is a massive tower of glowing

shimmering energy, no more real than a three-dimensional polygon.

 

 

EXT. BUILDING ROOFTOP

 

MORPHEUS and NIOBE stand atop a building a few blocks away, looking

toward the Metacortex building.

 

                        ANGLE on NEO

 

HE FIXES his gaze on the building, then lowers his head and closes his

eyes.

 

THE building tremors slightly, like a heat mirage. Slowly, it starts

moving downward.

 

ANGLE ON: the first level. The exterior glass disappears, vaporizing

in a million crystal shards that melt into the air, exposing the hive

of office cubicles and corridors within.

 

The walls, desks and cubicles vaporize, leaving a few hundred people

- office workers, security, maintenance men, standing with nothing

between them.

 

         The massive LOAD BEARING MEMBERS vaporize.

 

CUT TO: the bottom of the building. One can look straight through the

entire building. WE go through the empty building, passing dazed

people, until we pass out the other side, and come to NEO.

 

HE looks up. The office building is supported by nothing. Slowly, it

descends on the stunned people. They rush, screaming, some laughing in

hysteria, before the ceiling can come down on them. The last few flee

just before the ceiling touches the ground. The second floor melts

away just like the first.

 

 

EXT. BUILDING ROOFTOP

 

NIOBE and MORPHEUS stare on in amazement as the building collapses,

floor by floor.

 

                           NIOBE

 

                      " He’s doing it."

 

                          MORPHEUS

 

                        " I knew it."

 

 

EXT. STREET

 

CHOI and TRINITY look up in the air at the roof of the METACORTEX

building, standing beyond a block of buildings. It sinks toward the

ground as a flood of people come screaming around the corner.

 

                            CHOI

 

                  " It can’t be this easy."

 

                          TRINITY

 

                    " It’s not over yet."

 

                     MAN’S VOICE (O.S.)

 

                   " Not by a long shot."

 

CU: TRINITY’S FACE. SOMEONE plants the barrel of a silver Desert Eagle

.45 against her temple. TRINITY whips her head backward as it fires.

We drop into BULLET TIME as the flame and concussion blossoms in front

of her face, ripping her sunglasses off as she drops backward, pulling

a pair of MAC-10 Uzis from under her jacket.

 

           THE MAN’S VOICE belongs to AGENT BROWN

 

CHOI turns, pulling a short weapon from under his coat. It’s boxy,

with a short barrel the size of a soda can. He plants it in the small

of BROWN’S back and pulls the trigger.

 

A CONE OF FIRE burns straight through brown, blowing steam, flame,

smoke, vertebrae, and viscera out a massive hole in his stomach.

 

CU on the weapon. It recoils on tension coils, discharging a shell the

size of a 12-ounce soda can.

 

                         REAL TIME

 

What remains of BROWN flies forward. CHOI helps TRINITY up and the

retreat into the building and take cover under a window. Through the

window, we see military trucks, filled with troops, charging down the

street, toward the Metacortex plaza. After the trucks come rumbling,

black-painted M1A2 ABRAMS tanks. A black APACHE HELICOPTER flies over

the convoy.

 

CHOI looks through the window as he reloads his hand cannon.

 

                            CHOI

 

                    " Holy fucking shit."

 

                          TRINITY

 

         " We’ve stirred up the hornet’s nest now."

 

 

INT. METACORTEX OFFICE

 

AGENT SMITH and JONES stare down into the plaza. The building shakes

slightly as it descends.

 

FROM the three streets that enter the plaza, military vehicles pour

in. Hundreds of troops discharge and form a L-shaped circle around

NEO. Tanks rumble in, and the Apaches whirl to a hover. Panicking

civilians rush out of the kill zone.

 

NEO stands calmly, continuing his work.

 

 

EXT. ROOFTOP

 

MORPHEUS and NIOBE stare from the rooftop.

 

 

EXT. METACORTEX PLAZA

 

The air rumbles as the building continues to gently collapse. The sky

flashes, and massive streaks of lighting blast across it like cracks

in reality.

 

CU: SOLDIERS

 

      They line their weapons on NEO. They are nervous

 

                          PRIVATE

 

           " This is impossible. What’s going on? "

 

                          SERGEANT

 

          " Just keep him in your sites, soldier."

 

 

INT. TANK TURRET

 

                      CU: TANK GUNNER

 

HIS eye is glued to the tank site and his trigger finger on the fire

button.

 

                       POV: TANK SITE

 

          The green crosshairs sit on NEO’S chest.

 

                          CU: NEO

 

His eyes open, but the building continues to collapse. He stares up at

a mirrored window, and somehow, straight into the eyes of:

 

                      CU: AGENT SMITH

 

                           SMITH

 

                        " Open fire."

 

A WALL of flame and fingers of tracers bursts from the skirmish lines.

The tracers grow into a cone of orange flame bearing down on NEO as we

drop into bullet time.

 

THE bullets sizzle as tracers burn off their backs. The draw toward

him like slugs. Thousands of bullets fired at perpendicular angles

close in on him. As they draw close to one another along almost

perpendicular paths, they tinkle and chime and bounce.

 

The bullets come to a stop, glowing as their tracers backs continue to

burn. The world is in stop motion as the bullets stop, turn 180

degrees, and suddenly accelerate back at their origins. Faster and

fast they fly, until we drop back into REAL TIME.

 

THE SKIRMISH line of troops is ripped apart by a hail of their own

bullets.

 

CU: MACHINE GUNNER. With an M-249 SAW, he blazes away at NEO, only to

be shredded by his own bullets. A private takes a shot at NEO, and a

bullet slaps into his shoulder. REALIZING what’s happening, he drops

his weapon.

 

THE SOLDIERS are dropping like flies. The firing quickly subsides.

 

NEO stands alone in the center, unharmed. He turns to the skirmish

lines. THE surviving soldiers drop their weapons, and run. Panic

ensues. Only a few officers, NCOs, and soldiers too amazed to think of

running remain.

 

 

INT. HELICOPTER COCKPIT

 

             NEO is targeted on an LCD screen.

 

                           PILOT

 

                         " Fox One."

 

 

EXT. HELICOPTER WING

 

         CU: AGM-65 HELLFIRE GROUND-TO-AIR-MISSILE

 

The missile drops from its release claws and ignites, accelerating off

screen.

 

                   POV: HELLFIRE NOSE CAM

 

The missile flies horizontally over the plaza, then pitches up, and

back down at NEO. He looks at it, and at the last second the nose goes

back up.

 

 

EXT. PLAZA

 

The missile swoops up over him, leaving him in its exhaust smoke.

 

                   POV: HELLFIRE NOSE CAM

 

THE missile banks, panning across the city, until it locks onto the

helicopter from which it originated.

 

 

INT. HELICOPTER COCKPIT

 

THE missile bears down the chopper.

 

CU: PILOT

 

HE’S TOO stunned to move. Mouth agape, he can only watch as:

 

 

EXT. HELICOPTER

 

IT’S BLOWN to fiery pieces, and comes tumbling down, landing on the

street as soldiers and civilians flee.

 

 

INT. TANK TURRET

 

                       TANK COMMANDER

 

                             " Fire! "

 

               THE GUNNER pulls the trigger.

 

 

EXT. M1A2 ABRAMS

 

WE drop into bullet time as a cone of fire - bigger than the tank and

the shape of a pine tree, blows out of the barrel, pushing the tank

back. From the fire streaks a HEAT round, white hot, leaving a laser

like tracer as it bears down on NEO.

 

                         REAL TIME

 

 THE TRACER stops in front of NEO, and out of the air the HEAT round

appears. Suspended in air, it shakes with violence. It accelerates

   backwards, flying straight back into the tank barrel.

 

 

INT. TANK TURRET

 

THE gunner screams as the BREECH explodes, blocking our view.

 

 

EXT. TANK

 

The tanks explodes like a 60-ton hand grenade, plowing soldiers onto

their faces, consuming the unlucky ones close to it, and throwing the

30-ton turret straight up, 10 yards into the air. It rotates, aflame,

and comes crashing down on a nearby commander and his radio man.

 

 

INT. METACORTEX OFFICE

 

THE EXPLOSION shakes the building. The scene below is a complete

route. Black smoke billows up from the flaming wrecks. The remaining

tanks aren’t retreating - the crews are piling out and running. The

Apache helicopters turn tail and run.

 

                        AGENT JONES

 

                 " The plan is not working."

 

                        AGENT SMITH

 

                         " No shit."

 

                AGENT BROWN enters the room.

 

                        AGENT BROWN

 

                 " What about your proté gé? "

 

                        AGENT SMITH

 

     " He’s not ready yet. I’ll deal with this myself."

 

                        AGENT JONES

 

                   " You can’t beat him."

 

                        AGENT SMITH

 

            " I’ve been altered. I’m Smith, 2.0."

 

        AGENTS BROWN and JONES look at one another.

 

                         CU: SMITH

 

 HE clenches his teeth, as though he’s girding himself for something.

 

                           SMITH

 

         " Kill the others. I’ll take care of this."

 

 

INT. MAIN BRIDGE

 

RAZOR is at his operator chair, surrounded by consoles. Some of the

Matrix code screens are in blue, others in red, at least one in green.

The code on the green screen starts pouring down at an incredible

rate.

 

                           RAZOR

 

                          " Fuck."

 

              HE hits something on the keypad.

 

 

EXT. ROOF

 

                MORPHEUS answers his phone.

 

 

INT. MAIN BRIDGE

 

                           RAZOR

 

" They’re about to pull something. Processing power is pouring into the

agent programs and they’re locking onto your 3-D grid displacements.

 

 

EXT. ROOF

 

                          MORPHEUS

 

        " Send through ghosts to confuse their lock."

 

                           RAZOR

 

                         " Got it."

 

 

INT. MAIN BRIDGE

 

THE GHOST program is loaded. We see 3-D images of Morpheus and the

others flash across the screen.

 

 

INT. OFFICE BUILDING

 

SMITH STANDS alone, his comrades have disappeared.

 

THE glass before him shimmers.

 

 

EXT. OFFICE

 

THE mirrored glass of Smith’s office wavers, then explodes towards us.

SMITH jumps, and we pan down to follow his descent. He smacks into the

pavement on his feet in front of NEO.

 

 

EXT. METACORTEX PLAZA

 

 

SMITH STANDS, facing NEO, about two fighting distances away.

 

NEO’s concentration is broken. The METACORTEX building comes to a

shuddering halt.

 

                            NEO

 

                       " You’re back."

 

CU: SMITH

 

                          He nods.

 

                            NEO

 

               " And you have a ponytail now."

 

AS we concentrate on NEO, and he concentrates on SMITH, we can see

more black suits marching up behind him.

 

NEO attacks SMITH. SMITH backs away slowly, blocking against a losing

battle and taking hits. Meanwhile, the MEN IN BLACK converge on NEO.

Just as NEO lands a smashing blow on SMITH’S chin, three voices at

once shout:

 

                           " HEY! "

 

NEO turns, and SMITH pushes him hard in the opposite direction to

face:

 

THREE SMITHS! They attack at once, one going low and hard with a knee

breaking sweep kick, the other punching NEO in the face, and the third

breaking to the side and putting his toe into NEO’s stomach with a

vicious side-kick.

 

They attack is in perfect synch, eight arms and eight legs working

like clockwork, striking their target without getting in the way of

each other. The attack slams NEO back, right into the first, bloodied

SMITH. NEO slams into his shoving arms, and stops as though he backed

into a brick wall. AGENT SMITH grabs him and holds him in a FULL

NELSON, exposing him to his three copies. The copies shift position

and attack again. Two stand together, left shoulder to right, and with

their combined arms slam NEO in the face, then step apart as the third

comes in. The THIRD grabs the shoulders of the other two and flips,

walking his loafers up NEO’s body, and kicking him from below, right

up into the chin of his jaw! It snaps NEO’s back with a spray of

blood.

 

 

EXT. ROOFTOP

 

MORPHEUS and NIOBE stare on as the fight rages.

 

MORPHEUS grips the edge of the brick wall edge. The stone crumbles

under the tension.

 

                          MORPHEUS

 

                    " We can only watch."

 

 

EXT. PLAZA

 

THE ASSAULT on NEO continues. He struggles, unable to concentrate long

enough to find a way to fight back.

 

 

INT. MAIN DECK

 

RAZOR bangs away at the keyboard.

 

                           RAZOR

 

" Four fucking agents, no wonder so much processing power is devoted to

                           them."

 

 

EXT. ROOF

 

A BIRD flying by NIOBE and MORPHEUS slows its flight, slows its

flapping, and freezes.

 

CU: MORPHEUS. A pink lightning bolt freezes as it streaks across the

sky, sealing the world’s light in an a light rouge.

 

 

EXT. CITY STREET

 

Near the plaza, panicked civilians slow, and fall to the ground as

though they’re passing out.

 

 

INT. MAIN DECK

 

     Razor stares at the data pouring down the screens.

 

                           RAZOR

 

                    " No goddamned way."

 

                   His headphone chimes.

 

                           RAZOR

 

                        " Operator."

 

 

EXT. ROOF

 

                  MORPHEUS is on the phone

 

 

                          MORPHEUS

 

                " What the hell’s going on? "

 

 

INT. MAIN DECK

 

                           RAZOR

 

" They’re putting all the coppertops to sleep. They froze the Matrix."

 

                          MORPHEUS

 

                           " Why? "

 

                           RAZOR

 

" All processing power is being re-diverted to the agent program."

 

NIOBE stands at the edge of the building and points down.

 

                           NIOBE

 

                     " Morpheus, look! "

 

DOWN on the ground below them, there’s a swarm of AGENT Smiths

 

 

EXT. STREET

 

The passed-out people stand, and one by one, MORPH into AGENT SMITHS.

It happens over, and over, until dozens, then hundreds, are marching

on the plaza.

 

 

EXT. PLAZA

 

NEO reaches back and puts his hands on either side of SMITH’S head. As

he’s being pummeled from the front, he squeezes and screams. His

screams are mixed with SMITH’S. The agent’s head deforms as we’re hear

a sickening crack. Suddenly, the body reverts back to that of the

original owner, a security guard, and the head simply EXPLODES.

 

THE hold broken, NEO stumbles back over the body, with the three

SMITHS in pursuit. He somersaults, comes up on his feet, and jumps to

the left, putting one Smith in front of the other two. He attacks, his

killing blows destroying SMITH, smashing through his blocks. He falls,

and NEO takes on the other two, giving a kick jump that knocks both of

them away in one shot.

 

As he comes down, a wall of Smith’s converges from all sides. They

stop, leaving a circle around him.

 

WE PAN BACK to view a sea of black-suited SMITHS flooding the plaza.

 

CU: NEO

 

AS his hand passes over his face, it is refreshed, anew, perfect

again. He surveys the wall-to-wall SMITHS.

 

SMITH talks with his voice, times a thousand.

 

                           SMITH

 

  " NEO, leave the Matrix. You know not what you’re doing."

 

                            NEO

 

                   " Well, is that right? "

 

HE turns to the METACORTEX building. It’s repairing, growing steel

girders and concrete skin.

 

                    NEO’s face darkens.

 

                            NEO

 

                           " No! "

 

REALITY SHIMMERS as his anger strikes out at the building. The tops

floors burn, and then explode. The explosion rips down the building,

slowing, slowing, then stopping.

 

THOUSANDS of SMITHS are gazing up at the building, concentrating on

combating NEO’s attack.

 

 

EXT. ROOF

 

GREGORY sees the building exploding, and runs. He smashes through an

access door.

 

INT. STAIRWAY

 

GREGORY hurtles down the stairs, one at a time.

 

 

EXT. METACORTEX BUILDING

 

THE building is frozen, mid-explosion. TONS of pieces hanging in the

air, suspended only by frozen tendrils of fire and arms of smoke and

debris.

 

THE SMITHS attack NEO. They fight in a massive melee, dying in mass.

Meanwhile, the METACORTEX building pulls back together, the damage and

flame disappearing as time/space around it is reversed.

 

                                                          CUT TO:

 

 

EXT. ROOFTOP

 

CU: AGENT BROWN

 

With his hand on his ear piece, he comes out the elevator door,

slowly. Pistol drawn, he looks around the corner.

 

MORPHEUS and NIOBE stand there, their backs to him.

 

Without hesitating, he advances on them, blasting away with impunity.

 

THE BODIES of MORPHEUS and NIOBE are wracked by gunfire and collapse

in a heap of bullet-ravaged flesh.

 

BROWN walks up to the corpses and kicks one with  his shoe. It

shimmers, and then disappears, followed by the other.

 

 

INT. MAIN DECK

 

         RAZOR dials the phone. MORPHEUS picks up.

 

                      MORPHEUS (V.O.)

 

                           " Yes."

 

                           RAZOR

 

               " They’re hitting your ghosts."

 

        MASSIVE attack of STATIC bursts on the line.

 

                           RAZOR

 

                       " What the - "

 

                    THE LINE goes dead.

 

 

EXT. ROOFTOP

 

MORPHEUS looks at the phone and redials. RAZOR comes through, his

voice digitized and distorted.

 

                           RAZOR

 

" They’re cutting comes, get to the access point on Laxe - "

 

                    THE line goes dead.

 

MORPHEUS signals to NIOBE. They exit the roof as he dials TRINITY

 

 

INT. EMPTY BUILDING

 

CHOI and TRINITY hide in the shadows of an empty room, watching the

battle. TRINITY’S cell rings. She answers silently.

 

                      MORPHEUS (V.O.)

 

                  " Let’s go. Laxe Three."

 

                          TRINITY

 

                     " What about Neo? "

 

                      MORPHEUS (V.O.)

 

" We can do nothing to help him. We’ll only get in his way."

 

                    THEY leave the room.

 

 

INT. LOBBY

 

GREGORY stumbles into the lobby. Slumbering bodies lie everywhere,

slumped over desks, half-in chairs, on the ground.

 

 

EXT. PLAZA

 

HE exits into the street. The scene is one from HELL.

 

UNDER the neon sky, fires are frozen and smoke columns hang in the

air, still, like massive tree trunks.

 

The battle rages and surges, a thousand SMITHS pouring onto one NEO.

All around, nearly covering the ground, are corpses, destroyed bodies

abandoned by the agent. Men and women, of all ages and designs,

smashed, decapitated and broken.

 

CU: NEO

 

THE SMITHS overwhelm him with sheer numbers. NEO is a blur, a human

chainsaw now, crushing or smashing them all, but they crowd on all

sides. The bodies pile up as they fall, and NEO finds himself stepping

up the rubbery mass of corpses. A few more smashed SMITHS fall, morph

back into their stolen forms, and NEO is KNEE-DEEP IN THE DEAD.

 

He can’t take it. Choking, NEO struggles to free himself. SMITHS climb

up the corpse pile and drop onto him, pounding viciously. NEO stalls,

in shock, his eyes locked with the lifeless blue eyes of a woman he

just killed. She looks amazingly like TRINITY.

 

Perhaps for the first time, he is confronted with the consequences of

this war, and his mind seizes as the Smiths pummel him.

 

NEO goes berzerk! SCREAMING and fighting, he claws his way out and

surges into the wall of agents. They throw him back, and he can’t kill

them fast enough. HE leaps upward, trying to fly away, but Smiths

cling on to him, and cling on to each other.

 

 

EXT. PLAZA

 

NEO struggles to fly, and as he does, he’s pulling a stalagtite of

black suits, clinging like iron filings on a magnet.

 

CU: NEO

 

 

HIS face is wide with fear and shock. He can’t climb anymore, and

looks back down at the mountain of agents he’s pulling into the air.

His face clenches shut as a scream wells from deep within him. He

starts to glow, and we jump back to see:

 

A MASSIVE orange, spherical shock wave blasts away from his body. It

rebounds on the plaza and throws bodies upward, even as it blasts the

Smiths away, leaving him clean.

 

EVERYTHING slows down as NEO, exhausted, tumbles out of the sky. On

his way down through the neon light, he passes bodies flying upward

from the concussion. NEO hits the ground, bounces, and lies still,

sprawled, as people drop all around him, piling up, like Satan’s

snowfall.

 

 

EXT. ALLEY (MATRIX) DAY

 

THE sky and Matrix are still frozen. TRINITY and CHOI make their way

along cautiously, leapfrogging from cover to cover. They pause behind

a dumpster, and just before looking out, there’s the sound of metal

tapping metal, twice.

 

TRINITY looks in the direction of the sound. MORPHEUS and NIOBE are

standing still in the shadows, near the end of the alley. TRINITY AND

CHOI make their way to them.

 

TRINITY peeks cautiously around the edge. On the other side of the

street is a phone booth.

 

                          TRINITY

 

                       " Is it clear? "

 

                          MORPHEUS

 

                    " I smell an ambush."

 

                           NIOBE

 

                    " Me too. Too quiet."

 

              CHOI grips his gun and grimaces.

 

                            CHOI

 

      " Too quiet? The world is frozen. I’ll go first."

 

                   NO one likes the idea.

 

REAL-TIME suddenly returns. The lightning bolts in the sky suddenly

re-animate, thundering out of existence, making the four of them jump

out of their skulls. The sounds of the city suddenly flood back.

 

ON THE street, people stir to their feet. Everyone is confused as to

what happened.

 

 

EXT. PLAZA

 

IT’S a sea of the dead. From its center, NEO emerges, soaked in blood,

gagging and gasping for breath. He stumbles over them. Shocked and

crazed, he glimpses the Metacortex building. It’s in one piece again,

unharmed.

 

He falls against a smashed corporate art sculpture. He picks a cell

phone up from the ground and dials.

 

                            NEO

 

                    " Morpheus, pick up."

 

We hear nothing but static. Disgusted, NEO throws the phone away. He

falls against the sculpture and looks up. Coming around the corner of

the building is a group of agents and soldiers.

 

NEO sinks down, staring at his hands. He catches his breath and

concentrates. The blood disappears, and he dons the suit of an

anonymous soldier in black. His face, too, seems to change.

 

HE stands and walks away. We only see his back.

 

 

EXT. ALLEY - DAY

 

THEY weigh their options. Finally, MORPHUES gives the nod to CHOI.

 

                          MORPHEUS

 

                           " Go."

 

CHOI checks his ammo and puts his guns under his coat. There are lots

of people on the streets now. Everyone’s in shock over what happened,

and the columns of smoke rising from the center of the city.

 

                            CHOI

 

" And remember, kids, when you’re in a war, never volunteer yourself! "

 

HE walks out onto the street, eyeing the phone booth and everything

else. A gorgeous Asian businesswoman stumbles into him. Recognition

lights up her face and she stops him.

 

                           WOMAN

 

     " Choi? Oh my God, I haven’t seen you for months."

 

  CHOI keeps looking around, making his way to the booth.

 

                " Oh yeah, sorry about that."

 

                      SHE turns angry.

 

    " Sorry about that? What kind of an asshole are you? "

 

 

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