INT.  DOJO

        Morpheus rubs his face.

                                        MORPHEUS
                        You are angry with me.

        Neo pants.

                                        NEO
                        I, uh... maybe.

                                        MORPHEUS
                        It's all right.  It's natural.

                                        NEO
                        I feel better.

                                        MORPHEUS
                        Good, good.  Anger is a gift, Neo,
                        but it's a heavy one.

        Morpheus smiles.

                                        MORPHEUS
                        Tank, load the jump program.

        Neo straightens as the dojo DISSOLVES away like a curtain
        lifting, leaving the two men now standing on a building
        rooftop in a city skyline.

                                        MORPHEUS
                        You have to learn to let go of
                        that anger.  You must let go of
                        everything.

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

                                        MORPHEUS
                        You must empty yourself to free
                        your mind.

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

        Somersaults once and lands on the rooftop across the
        street.

                                        NEO
                        Shit.

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

                                        NEO
                        Okie dokie.

        He takes a deep breath.

                                        NEO
                        Yeah.  Free my mind.  Right.  No
                        problem.

        He concentrates.  Runs.


        INT.  MAIN DECK

        They are transfixed.

                                        CABLE
                        He's gonna make it.

                                        APOC
                        No way.  Not possible.

                                        MOUSE
                        No one's ever made their first
                        jump.

                                        SWITCH
                        What if he does?

                                        APOC
                        He won't.

                                        TANK
                        It's never been done.

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

                                        TRINITY
                        Come on.


        EXT.  ROOFTOP

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

        But comes up drastically short.

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

        The ground gives way, stretchinp like a trapeze net.

        He bounces and flips, slowly coming to a rest, flat on
        his back.

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

        Morpheus exits the building and helps him to his feet.

                                        MORPHEUS
                        Everyone falls the first time.

        Neo nods quietly.

                                        MORPHEUS
                        If you never know failure, how can
                        you know success?


        INT.  MAIN DECK

        They break up.

                                        MOUSE
                        What does it mean?

                                        CABLE
                        It doesn't mean anything.

                                        CYPHER
                        Everyone falls, right, Trinity?

        But Trinity has left.

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

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

                                        NEO
                        I thought it wasn't real.

        Neo stares at the blood.

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

                                        MORPHEUS
                        The body cannot live without the
                        mind.


        INT.  NEO'S ROOM

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

                                        TRINITY
                        Neo, I saved you some dinner --

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

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

        It seems the moment she closes the door, he wakes with a
        start, unsure of where he is.  After a moment, he gets
        out of bed.


        INT.  HALL

        The ship is quiet and dark.  Everyone is asleep.


        INT.  MAIN DECK

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

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

                                        NEO
                        Sorry.

                                        CYPHER
                        No, it's all right.

                                        NEO
                        What are you doing?

                                        CYPHER
                        Midnight watch.

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

                                        NEO
                        Is that... ?

                                        CYPHER
                        The Matrix?  Yeah.

        The monitors are packed with bizarre codes and equations.

                                        CYPHER
                        You want a drink?

        He pours Neo a drink from a large plastic jug.

                                        CYPHER
                        I'll tell you, I feel for you,
                        man.  I really do.  Most of us
                        were still young, just punks, when
                        Morpheus jacked us.  But you, you
                        had a real life.

        Neo takes a sip and it almost kills him.  Cypher pounds
        on his back.

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

        Red-faced, Neo finally stops coughing.

                                        CYPHER
                        Did he tell you why he did it?

        Neo nods.

                                        CYPHER,
                        I'll be the didn't tell you that
                        this wasn't the first time he
                        thought he found the One.

        Neo shakes his head as Cypher fills his cup and laughs.

                                        CYPHER
                        Let me give you a piece of advice.
                        Between you and me, if Morpheus
                        says you can fly, I wouldn't go
                        jumping out any windows to find
                        out if he's right.  Understand?

        Cypher raises his drink.  Neo swallows another throat-
        scorching mouthful.

                                        CYPHER
                        Welcome to the real world!

        INT.  RESTAURANT (MATRIX) - NIGHT

        CHAMBER MUSIC and the ambiance of wealth soak the room as
        we watch a serrated knife saw through a thick, gorgeous
        steak.

                                        CYPHER
                        That's what he said to me nine
                        years ago.

        The meat is so perfect, charred on the outside, oozing
        red juice from the inside, that it could be a dream.

                                        CYPHER
                        The real world.  Ha, what a joke.

        We recognize the grating voice, the insidious laugh.

                                        CYPHER
                        You know what real is?  I'll tell
                        you what real is.

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

                                        CYPHER
                        Real is just another four-letter
                        word.

        He laughs, shoving the steak into his mouth.

        The restaurant is located on the top floor of a Chicago
        skyscraper where the view is breathtaking and the menu
        has no prices.

        Sitting across from Cypher is Agent Smith.

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

        Cypher chews the steak loudly, smacking it between his
        teeth.

                                        CYPHER
                        Mmm, so, so fucking good.

        Smith watches him shovel another hunk of meat into his
        mouth.

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

        Pausing, he examines the meat skewered on his fork.  He
        pops it in, eyes rolling up, savoring the tender beef
        melting in his mouth.

                                        CYPHER
                        Ignorance is bliss.

                                        AGENT SMITH
                        Then we have a deal?

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

                                        AGENT SMITH
                        Whatever you want, Mr. Reagan.

        Cypher takes a deep drink of wine.

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

                                        AGENT SMITH
                        Access codes to Zion.

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

                                        AGENT SMITH
                        Morpheus.



        INT.  MAIN DECK

        Sweat dapples his lip as Neo snaps out of the construct
        coma.

                                        NEO
                        Jeez, I was wondering about that.

                                        TANK
                        What?

                                        NEO
                        Why I was bald here but not in the
                        Matrix.

                                        TANK
                        R.S.I.

                                        NEO
                        Residual self image.

                                        TANK
                        Good.  Now what's this?

        He points to one of Neo's monitors.

                                        NEO
                        Life systems monitor, glucose
                        levels.

                                        TANK
                        What's that?

                                        NEO
                        Main power supply to the core.

        He follows Tank to the operator's station where he points
        to a red key-switch.

                                        TANK
                        How about this?

                                        NEO
                        Mainframe self-destruct.  Uses all
                        remaining power to generate an...
                        E.M.P?

                                        TANK
                        Electromagnetic pulse.  Our best
                        weapon against the machines.  The
                        problem is if someone is still in
                        the Matrix when that thing goes
                        off, they're not coming back.

        Neo nods as Morpheus comes up behind them.

                                        MORPHEUS
                        How's he doing?

                                        TANK
                        We just finished the operation
                        programs and he's showing great
                        retention.

                                        MORPHEUS
                        Good.  I want everyone alerted to
                        12-hour stand-by.  We're going in.
                        Neo, it's time for you to know why
                        you're here.

        Morpheus walks away.

                                        NEO
                        What's he talking about?

                                        TANK
                        He's taking you into the Matrix to
                        see her.

                                        NEO
                        See who?

                                        TANK
                        The Oracle.

        Neo looks down at the monitor teeming with Matrix data
        that seems to coalesce, equations giving way to images as
        a METAL SCREAM RISES BECOMING --



        EXT.  CHICAGO (MATRIX) - DAY

        An El train.


        INT.  HOTEL LAFAYETTE (MATRIX) - DAY

        The room is empty, heavy curtains covering windows.  It
        looks as if it hasn't been touched in years.  In the
        bedroom with the cracked oval mirror an old black PHONE
        begins to RING.

        In the mirror, we first glimpse them and as we keep
        TURNING, the room fills with equipment and the team.

        Morpheus answers the phone.

                                        MORPHEUS
                        We're in.

        He hangs up.

                                        MORPHEUS
                        Mouse and Cable hold the exit.
                        Let's go.


        INT.  STAIRWELL (MATRIX) - DAY

        Neo follows the others down the stairwell that winds
        around an antique elevator shaft.

                                        NEO
                        Did you have to do this?

                                        TRINITY
                        Yeah.

                                        NEO
                        What did she tell you?

                                        TRINITY
                        Lots of things.

                                        NEO
                        Any of them true?

        Trinity looks at him, then looks away.

                                        TRINITY
                        Some of them.

                                        GIZMO
                        Were they good or bad?

                                        TRINITY
                        There's no point in worrylng.
                        Whatever is going to happen is
                        going to happen.

        They cross the old lobby.  Switch and Apoc stop at the
        doors.

                                        MORPHEUS
                        We should be back in an hour.


        EXT.  HOTEL LAFAYETTE (MATRIX) - DAY

        Neo squints into the sun that seems unnaturally bright.
        He is the only one without sunglasses.

                                        MORPHEUS
                        Do you now understand what it
                        means when we say, if you're not
                        one of us, you're one of them?

                                        NEO
                        The agents.  They're sentient
                        programs.  They can commandeer any
                        software hardwired to the
                        mainframe.

                                        MORPHEUS
                        Anyone that is still in a power
                        plant.  That is why we try to be
                        invisible in the Matrix.

                                        NEO
                        The best hacking is always
                        traceless.

        Cypher and Trinity move away from them, securing the
        perimeter.  As Cypher passes a garbage can, he
        surreptitiously drops something inside.

        It is a cellular phone and we watch the blue display as
        the LINE CONNECTS.

        An early 1970s, black Lincoln Continental emerges from a
        corrugated roll-up garage.  Morpheus and Neo get in.


        INT.  LINCOLN CONTINENTAL (MATRIX) - DAY

        An enormous man is waiting for them.  A wad of chewing
        tobacco bulges his cheek.  He spits into a Coke can.

                                        MOJO
                        Morpheus, been a long time coming.

                                        MORPHEUS
                        You're looking well, Mojo.

        Mojo coughs a brown, cankerous laugh, juice speckling his
        chin and shirt.  He stares at Neo.

                                        MOJO
                        You bringing us geriatrics now.
                        Morpheus?

        He spits and laughs again.

                                        MOJO
                        Guess you are locking for a
                        miracle.


        EXT.  BAR (MATRIX) - DAY

        The Continental pulls up to a bar in the kind of
        neighborhood where every corner has a pair of eyes.


        INT.  BAR (MATRIX) - DAY

        A lightless, lower-class bar.  No one enters that is not
        expected.

        The front doors open in a brilliant burst of sunlight as
        Mojo leads Morpheus and Neo inside.  Neo looks around,
        his eyes adjusting to the darkness.

        Mojo talks to the bartender, then looks over.

                                        MOJO
                        All right, it's cool.  Go on back.

        They weave their way to the back of the bar, the STICKY
        FLOOR SNAPPING under their FEET.

        A monolith of a man rises from his stool as they walk up.

                                        REX
                        You're late.

        He moves to the side, opening the heavy iron door behind
        him.  They descend the basement staircase toward the
        single bare bulb at the bottom, hanging above the only
        door.


        INT.  BASEMENT (MATRIX) - DAY

        A high-tech laptop and modem are set up on a stack of
        milk crates.  Neo waits as Morpheus types in a series of
        access codes.  After a moment the screen blinks, "Welcome
        Morpheus."

        Morpheus walks back to the same door they entered, but it
        now leads into --


        INT.  TEMPLE OF ZION (MATRIX) - DAY

        The walls and floors are polished marble.  Neo follows,
        his mouth agape.

                                        NEO
                        What -- what happened?

                                        MORPHEUS
                        This is the temple.  It is a part
                        of Zion's mainframe.  It's hidden
                        inside the Matrix so that we can
                        access it.

        Two PRIESTESSES are waiting in the antechamber.

                                        PRIESTESS
                        Hello, Morpheus.  We've been
                        expecting you.

                                        MORPHEUS
                        Okay, you're on your own.  Go with
                        them.

        They take Neo by the arm, leading him down a hall into
        another room.

                                        PRIESTESS
                        Wait here.  Among the other
                        Potentials.


        INT.  ROOM OF POTENTIALS (MATRIX) - DAY

        Neo enters and finally understands the attention given to
        his age.  The Potentials are all little children.

        The room feels at once like a Buddhist temple and a
        kindergarten class.  The children's heads are either
        shaved or thick with dreadlocks.  Some are playing,
        others meditating or practicing their gift.

        Neo watches a little girl levitate wooden alphabet
        blocks.  A skinny BOY holds a SPOON which sways like a
        blade of grass as he bends it with his rnind.

        Neo crosses to him, sits.

        The Boy smiles as Neo picks up a spoon and tries to
        imitate him.  Despite his best efforts, Neo cannot make
        it bend.

                                        SPOON BOY
                        Your spoon does not bend because
                        it is just that, a spoon.  Mine 
                        bends because there is no spoon,
                        just my mind.

        Neo watches as it curls into a knot.

                                        SPOON BOY
                        Link yourself to the spoon.
                        Become the spoon and bend
                        yourself.

        Neo nods, again holding up his spoon.

                                        NEO
                        There is no spoon.  Right.

        He concentrates.  The spoon begins to bend just as the
        Priestess touches his shoulder.

                                        PRIESTESS
                        The Oracle will see you now.

        Spoon Boy smiles.


        INT.  SHRINE (MATRIX) - DAY

        Neo enters nervously.  Beneath his feet is a path of the
        zodiac leading to marbled stairs that rise to a dais and
        a three-legged throne.

        The throne is empty.

                                        NEO
                        Hello?

        A DISTANT FEMALE VOICE calls to him and he follows it up
        the stairs.  At the top of the dais, he smells something
        cooking.

        Following the scent, he moves behind the pillars where he
        finds an open door.

                                        VOICE (O.S.)
                        Just come on in.

        He walks through a vestibule where he sees a fabulous
        moonstone headdress and velvet robes.  A second door
        leads into --


        INT.  ORACLE'S CHAMBERS (MATRIX) - DAY

        It looks like a suburban tract house.

        There is a lot of cozy furniture, a dining roon hutch
        filled with china, shelves and tables crowded with
        doilies, knick-knacks and ceramic brick-a-brack.

        Neo follows the plastic carpet runner to the kitchen.

        A WOMAN is huddled beside the oven, peering inside
        through the cracked door.

                                        NEO
                        Hello?

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

                                        NEO
                        You're the Oracle?

                                        ORACLE
                        Bingo.  I got to say I love seeing
                        you non-believers.  It's really a
                        relief.  All that pomp and
                        circumstances just plain tucker me
                        out.  Almost done.  Smell good,
                        don't they?

                                        NEO
                        Yeah.

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

                                        NEO
                        What vase?

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

                                        ORACLE
                        The vase.

                                        NEO
                        Shit, I'm sorry.

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

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

                                        NEO
                        How did you know...?

        She sets the cookie tray on a wooden hot-pad.

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

        Smiling, she lights a cigarette.

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

                                        NEO
                        Who?

                                        ORACLE
                        Not too bright, though.

        She winks.

                                        ORACLE
                        You know why Morpheus brought you
                        to see me?

                                        NEO
                        I think so.

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

                                        NEO
                        I don't know.

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

                                        ORACLE
                        You know what that means?  It's
                        Latin.  Means, 'Know thyself.'

        She puts her cigarette down.

                                        ORACLE
                        Well, let's have a look at you.

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

                                        ORACLE
                        Open your mouth.  Say, 'ahhh.'

        She nods then looks at his palms.

                                        ORACLE
                        Hmmm.  You sure got the gift, but
                        it's tricky.  I'd say the bad news
                        is, you're not the one.  Still got
                        a lot to learn.  Maybe next life.

                                        NEO
                        What's the good news?

                                        ORACLE
                        Same as the bad news, you're not
                        the one.

                                        NEO
                        Is that it, then?

                                        ORACLE
                        No.  Here.

        She picks up the tray of cooling cookies.

                                        ORACLE
                        You better take a cookie.  Got a
                        big day ahead of you.

        He eyes her, then takes a cookie.

                                        ORACLE
                        Make a believer out of you yet.
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