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 are here because you have the
                        gift.

                                        NEO
                        What gift?

                                        MORPHEUS
                        I've watched you, Neo.  You do not
                        use a computer like a tool.  You
                        use it like it was part of
                        yourself.  What you can do inside
                        a computer is not normal.  I know.
                        I've seen it.  What you do is
                        magic.

        Neo shrugs.

                                        NEO
                        It's not magic.

                                        MORPHEUS
                        But it is, Neo.  It is.  How else
                        would you describe what has been
                        happening to you?

        He leans forward.

                                        MORPHEUS
                        We are trained in this world to
                        accept only what is rational and
                        logical.  Have you ever wondered
                        why?

        Neo shakes his head.

                                        MORPHEUS
                        As children, we do not separate
                        the possible from the impossible
                        which is why the younger a mind is
                        the easier it is to free while a
                        mind like yours can be very
                        difficult.

                                        NEO
                        Free from what?

                                        MORPHEUS
                        From the Matrix.

        Neo locks at his eyes but only sees a reflection of
        himself.

                                        MORPHEUS
                        Do you want to know what it is,
                        Neo?

        Neo swallows and nods his head.

                                        MORPHEUS
                        It's that feeling you have had all
                        your life.  That feeling that
                        something was wrong with the
                        world.  You don't know what it is
                        but it's there, like a splinter in
                        your mind, driving you mad,
                        driving you to me.  But what is
                        it?

        The LEATHER CREAKS as he leans back.

                                        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.  That
                        you, like everyone else, was born
                        into bondage...
                        ... kept inside a prison that you
                        cannot smell, taste, or touch.  A
                        prison for your mind.

        Outside, the WIND BATTERS a loose PANE of glass.

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

                                        NEO
                        How?

                                        MORPHEUS
                        Hold out your hands.

        In Neo's right hand, Morpheus drops a red pill.

                                        MORPHEUS
                        This is your last chance.  After
                        this, there is no going back.

        In his left, a blue pill.

                                        MORPHEUS
                        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, with 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-bliie and electric green
        from the racks of monitors.

        Trinity, Apoc and Cypher look up as they enter.

                                        CYPHER
                        Shit.

                                        TRINITY
                        I knew he would.

        Cypher saddles up to Morpheus, talking in a hushed tone
        away from, Neo.

                                        CYPHER
                        Morpheus, I know what you believe
                        but I think this is a mistake.
                        We're rushing him.  He's old.  I'm
                        afraid he might pop.

                                        MORPHEUS
                        Haven't I always told you, Cypher,
                        not to let fear control your life.
                        Apoc, are we on-line?

        Neo recognizes the large man from the El train.

                                        APOC
                        Almost.

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

                                        NEO
                        Apoc?  You wrote the Four Horsemen
                        Virus.

                                        APOC
                        That's right.

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

        In the center of the room sits a chair.  Near the chair
        is an old oval dressing mirror that is cracked.

                                        MORPHEUS
                        I imagine you know sonething about
                        virtual reality.

        Neo sits and Trinity begins gently fixing white electrode
        disks to his head, arns, and the back of his neck.

                                        NEO
                        A little.

                                        MORPHEUS
                        Tell me about it.

                                        NEO
                        Essentially, it's a hardware
                        system that uses an apparatus;
                        headgear, gloves and whatever to
                        make you feel that you are in a
                        computer program.

                                        MORPHEUS
                        If the virtual reality apparatus,
                        as you called it, was wired to all
                        of your senses and controlled them
                        completely, would you be able to
                        tell the difference between the
                        virtual world and the real world?

                                        NEO
                        You might not, no.

                                        MORPHEUS
                        No, you wouldn't.

        Neo 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 going to make
                        things feel a bit strange.

        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.

                                        NEO
                        What is this?  Mescaline?

                                        MORPHEUS
                        Just relax, Neo.

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

        With the TINKLING of GLASS, shimmering snowflakes
        of electric-blinking mercury fall, hit the ground, and
        fade.

        He looks at his hand; fingers distended into mirrored
        icicles that begin to melt rapidly, dripping, running
        like wax down his fingers, spreading across his palms
        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.  Stay calm, Neo.

        The mirror gel seems to come to life, racing, crawling up
        his arns 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!

                                        CYPHER
                        I knew it, I knew it...

                                        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!

                                        CYPHER
                        He's gonna pop!

                                        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 coccon.

        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.

        Below Neo, a petal detaches from the stem, bearing away
        the body of an old man like an automated barge even as a
        new pod rises up and plugs itself into the empty space.

        Inside the new capsule, its surface more translucent and
        pinkish in color, Neo sees a small baby.

        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.

        A black particle beam washes over Neo, he reacts in pain
        as the scanner seems to expose the nervous system wired
        to the coaxial cable at his cerebral cortex.

        At the back of the neck, the cable lock spins and opens,
        disengaging.

        The cable pulls itself free, a long clear plastic needle
        and cerebrum-chip slides from the anterior of Neols skull
        with an ooze of blood and spinal fluid.  The other
        connective hoses snap free and snake away as --

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


        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 cily clunps 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 nachine, hovering inside
        the sewer main line.


        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.

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

        Morpheus smiles.

                                        MORPHEUS
                        Welcome to the real world, Neo.

        Neo passes out.

                                                                        FADE TO BLACK.

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

                                        MAN (O.S.)
                        Do you think Morpheus is right?
                        Do you think he could be the One?

                                        WOMAN (O.S.)
                        It doesn't matter now.  But if
                        he's wrong...

        FADE IN:

        NEO'S POV

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


        ANGLE ON NEO

                                        NEO
                        ... am I dead?

                                        TRINITY
                        Far from it.

                                                                        FADE TO BLACK.


        FADE IN:


        ANGLE ON 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.

                                        NEO
                        That's not possible.

                                        MORPHEUS
                        I promised you the truth, Neo, and
                        the truth is that the world you
                        were living in was a lie.

                                        NEO
                        How?

                                        MORPHEUS
                        I'll show you.


        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 dark.  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 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 little systems and computer monitors.

        At the center of the web, there are six ectoskeleton
        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
                        Help him, Trinity.

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

                                        MORPHEUS
                        Do you remember when I asked you
                        about an apparatus that could turn
                        a virtual reality into reality?

        Neo nods.

                                        MORPHEUS
                        It's right here.

        He touches Neo's head.

                                        MORPHEUS
                        And it's accessed here.

        Neo feels Morpheus guiding a coaxial line into the jack
        at the back of his neck.  The cable has the same kind of
        cerebellum 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 --
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