INT.  MAIN DECK

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

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

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

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

        We INTERCUT BETWEEN the appliance store and the main
        deck.

                                        TRINITY
                        You killed them.

                                        APOC
                        What?!

                                        SWITCH
                        Oh God.

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

                                        CYPHER
                        In a way you're very lucky.  Most
                        people never know why they die.
                        One minute they're alive, the next
                        they're dead.  No warning.
                        Nothing.  That's why I thought
                        maybe I should tell you.  It
                        seemed the least I could do.

        He stands over the body of Morpheus, as his anger boils
        up out of him.

                                        CYPHER
                        You see, the truth, the real,truth
                        is that the war is over.  It's
                        been over for a long time.  And
                        guess what?  We lost!  Did you
                        hear that?  We lost the war!

                                        TRINITY
                        What about Zion?

                                        CYPHER
                        Zion?  Zion is a part of this
                        delusion.  More of this madness.
                        That's why this has to be done.
                        It has to end.  Now and forever.

        She suddenly sees the entire dark plan.

                                        TRINITY
                        Oh rny God.  This is abzut Zion.
                        You gave them Morpheus for the
                        access codes to Zion.

        Cypher walks away from Morpheus and bends down next to
        Apoc's body.

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

                                        TRINITY
                        The Matrix isn't real!

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

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

                                        CYPHER
                        You tell me which is more real.

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

                                        CYPHER
                        Welcome to the real world, right?

        He laughs.

                                        TRINITY
                        Somehow, some way, you're going to
                        pay for this.

                                        CYPHER
                        Pay for it?  I'm not even going to
                        remember it.  It'll be like it
                        never happened.  The tree falling
                        in the forest.  It doesn't make a
                        sound.

        His hand slides around the neck of Switch as he takes
        hold of her plug.

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

                                        TRINITY
                        Goddamn you, Cypher!

                                        CYPHER
                        Don't hate me, Trinity.  I'm just
                        the messenger.  And right now I'm
                        going to prove that the message is
                        true.

        He stands over Neo.

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

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

                                        CYPHER
                        If he is the One, then in the next
                        few seconds there has to be some
                        kind of miracle to stop me.
                        Because if he dies like the others
                        that means Morpheus was wrong.
                        How can he be the One if he's
                        dead?

        He takes hold of the cord when --

        She hears an EXPLOSION and a scream.

        Cypher is on the ground, his left leg blown off at the
        knee.  He rolls over and finds Tank on the ground, and
        the sights of the plasma rifle.

                                        TANK
                        How's it feel, Cypher?  Knowing
                        you're about to die?

                                        NEO
                        It's Tank!  He's alive.

        Cypher lunges for Neo's plug just as Tank BLOWS his head
        off.


        INT.  APPLIANCE STORE (MATRIX) - DAY

        They're both listening, trying to figure out what is
        happening when the store PHONE starts to RING.

        Trinity smiles, tears moistening her eyes as Neo throws
        his arms around her.  For a moment, it looks as if they
        might kiss before Trinity lets go.

                                        TRINITY
                        We should, we should hurry.

                                        NEO
                        Yeah.  Right.


        INT.  MAIN DECK

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

                                        TRINITY
                        Tank, you're hurt.

                                        TANK
                        I'll be all right.

                                        TRINITY
                        Dozer?

        Tank's face tightens.

                                        TRINITY
                        I'm sorry, Tank.


        EXT.  NIKO HOTEL (MATRIX) - DAY

        A Japanese luxury hotel in downtown Chicago.

        A military helicopter sets down on the roof.  Heavily
        armed Marines begin to deploy.

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


        INT.  TOP FLOOR (MATRIX) - DAY

        They get in the elevator.  At every door, at least two
        Marines stop and post guard.


        INT.  HALL (MATRIX) - DAY

        They exit the elevator and walk to the Presidential
        suite; the final two Marines post guard.


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        Inside, he finds Agent Smith.

                                        AGENT JONES
                        There is a problem.  Reagan has
                        failed to secure the hardware.

        Agent Smith stares out the window.

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

                                        AGENT JONES
                        But if Reagan has failed, why
                        haven't they pulled the plug?

                                        AGENT SMITH
                        Haven't you learned by now, that
                        it is impossible to understand why
                        they do the things they do?

        He turns.

                                        AGENT SMITH
                        Continue as planned.  Trace his
                        signal to locate their position
                        and deploy an extermination unit.

        Morpheus is handcuffed to a chair, stripped to the waist.
        He is bleeding from numerous wounds and is pumped full of
        serum, alternately shivering and sweating.  He is hooked
        up to various monitors with white disk electrodes.

        Agent Brown begins running a trace program.


        INT.  MAIN DECK

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

                                        NEO
                        What are they doing to him?

                                        TANK
                        They're cracking his mind.

                                        NEO
                        How?

                                        TANK
                        They inject virus-like serums to
                        break down the system.  It's like
                        cracking a computer.  All it takes
                        is time.

                                        NEO
                        How much time?

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

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

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

                                        NEO
                        The access codes to Zion.

                                        TANK
                        If an agent got inside Zion's
                        mainframe he could do anything.
                        Disable the defense system. It
                        would be the end of us.

        He looks up at Trinity who is pacing relentlessly.

                                        TANK
                        We can't let that happen.  We have
                        to do it, Trinity.  Zion has to be
                        protected.

        Trinity sees Cypher's dead body.  Rage overtakes her and
        she starts kicking hin.

                                        TRINITY
                        Goddamnit!  Goddamnit!

                                        TANK
                        We have to pull the plug.

                                        TRINITY
                        No!

                                        TANK
                        We don't have any other choice.

        Those words are like using gasoline to put out a fire and
        we watch the pain in her eyes burn into a blaze.  She
        walks past him and gets into her chair.

                                        TANK
                        Trinity, what are you doing?

                                        TRINITY
                        I'm going in after him.

                                        TANK
                        Morpheus could conform at any
                        minute --

                                        TRINITY
                        If he does I'm sure you'll do what
                        has to be done.

                                        TANK
                        You saw that place.  It's suicide.

        She glares at him.

                                        TANK
                        I know what Morpheus means to
                        you --

                                        TRINITY
                        No.  No, I don't think you do.  If
                        you did, then you would know that
                        I'm not letting him go.  Not
                        without a fight, Tank.

        She yanks her harness tight.

                                        TRINITY
                        Not without a fight.


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        Agent Smith stands in the bedroon of the enormous suite,
        staring out the windows at the city, below, shimmering
        with brilliant sunlight.

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

        Agent Brown sucks a serum from a glass vial, filling a
        hypodermic needle.

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

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

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

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

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

        He turns from the window.

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

        He sits down directly in front of Morpheus.

                                        AGENT SMITH
                        Evolution, Morpheus.  Evolution.

        He lifts Morpheus' head.

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

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

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


        INT.  MAIN DECK

        Neo goes to his chair and begins strapping in.

                                        TRINITY
                        What do you think you're doing?

                                        NEO
                        You need help.  I'm coming with
                        you.

                                        TRINITY
                        No.  No way.  Morpheus sacrificed
                        himself so you could escape.
                        There's no way you're going back
                        in.

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

                                        TRINITY
                        What?

                                        NEO
                        I'm not the One, Trinity.  The
                        Oracle told me.

        Trinity is stunned.

                                        NEO
                        She said I had a gift but I still
                        had a lot to learn.  She told me
                        maybe next life.

                                        TRINITY
                        Did you tell Morpheus?

                                        NEO
                        Why?  It wouldn't mean anything.
                        He'd still believe what he wanted
                        to believe.  But Morpheus is the
                        one that matters.  He's more
                        important than me and we both know
                        it.

        He straps in.

                                        NEO
                        I may not be what Morpheus thinks
                        I am, but if I don't try to help
                        him, then I'm not even what I
                        think I am.

                                        TRINITY
                        What are you?

                                        NEO
                        His friend.

        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

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

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

        The life signs continue their chaotic patterns.

                                        AGENT SMITH
                        Every mammal on this planet
                        instinctively develops a natural
                        equilibrium with the surrounding
                        environment.  But you humans do
                        not.  You move to an area and you
                        multiply and multiply until every
                        natural resource is consumed and
                        the only way you can survive is to
                        spread to another area.

        He leans forward.

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

        He smiles.

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


        INT.  MAIN DECK

        Trinity and Neo hang motionless in the suspension unit.
        Tank is at the operations station.

                                        TANK
                        Okay.  Store's open.  What do you
                        need?

                                        TRINITY (V.O.)
                        Guns.  Lots of guns.

                                        TANK
                        Coming right up.

        He loads the weapons disk.


        INT.  CONSTRUCT

        Racks of weapons appear and Neo and Trinity arm
        themselves.

                                        TRINITY
                        No one has ever done anything like
                        this.

                                        NEO
                        Yeah?

        He snap cocks an Uzi.

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

        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        Agent Smith is again at the window.

                                        AGENT SMITH
                        Why isn't the serum working?

                                        AGENT BROWN
                        Perhaps we are asking the wrong
                        questions.

                                        AGENT JONES
                        Or he doesn't know.

                                        AGENT SMITH
                        Of course he knows.  He's
                        resisting.

                                        AGENT BROWN
                        How?

                                        AGENT SMITH
                        I don't know.  If I knew...

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

                                        AGENT SMITH
                        Leave me with him.

        Agent Brown and Jones look at each other.

                                        AGENT SMITH
                        Now!

        INT.  MAIN DECK

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

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


        EXT.  NIKO HOTEL (MATRIX) - DAY

        A dark wind blows.


        INT.  NIKO HOTEL (MATRIX) - DAY

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

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

        Dark glasses, game faces.

        Several plainclothes cops try to stop them.  They are met
        by the MUTED SPIT of a SILENCED GUN and the RAZORED
        WHISTLE of THROWING STARS.

        The cops slump down to the marbled floor while Neo and
        Trinity do not even break stride.


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        Agent Smith leans close to Morpheus, whispering to him.

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

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

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

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

                                        AGENT SMITH
                        Repulsive, isn't it?

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

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

        Morpheus sneers through his pain.

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

        He begins squeezing, his fingers gouging into his flesh.

                                        AGENT SMITH
                        Tell me!  Tell me!

        The skull is about to shatter when Agents Jones and Brown
        burst into the room.  Agent Smith releases Morpheus.

                                        AGENT BROWN
                        What were you doing?

        Agent Smith recovers, replacing his ear piece.

                                        AGENT JONES
                        You don't know.

                                        AGENT SMITH
                        Know what?

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


        INT.  ELEVATORS (MATRIX) - DAY

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

        Beneath their trench coats is an arsenal of weapons slung
        from climbing harnesses.

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


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        Agent Jones looks at Morpheus.

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


        INT.  ELEVATOR SHAFT (MATRIX) - DAY

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

                                        NEO
                        There is no spoon.

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

        BOOM!  The CABLE SNAPS.

        The counter-weights plummet, yanking Trinity and Neo up
        through the shaft as --

        The elevator falls away beneath them, distending space,
        filling it with the sound of WHISTLING METAL as they soar
        to the top.


        INT.  LOBBY (MATRIX) - DAY

        The ELEVATOR hits the botton.

        BA-BOOM!

        The massive EXPLOSION blows open the doors, fire clouds
        engulfing the elevator section of the lobby.


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        The Agents hear the BLAST AND FIRE ALARMS.

                                        AGENT JONES
                        Lower level --

                                        AGENT BROWN
                        They are actually attacking.


        INT.  ELEVATOR SHAFT (MATRIX) - DAY

        Hanging by a rope, Trinity hot-wires the panel for the
        door.


        INT.  TOP FLOOR (MATRIX) - DAY

        Nervous, the Marines watch as the ELEVATOR "DINGS" softly
        and slides open.

        Black smoke rises out of the exposed shaft.

        The nearest Marine eases to the edge, peering down at the
        churning blaze engulfing the lower levels.

        He does not see Trinity and Neo above him until it is too
        late.

        Krack!  Neo kicks, knocking the Marine flying down into
        the shaft.

        Before the others can react, Trinity flips out into the
        hall, decking the nearest Marine.  Neo cracks another.

        The fight is over before it begins.


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        An enormous EXPLOSION THUNDERS above them, shaking the
        building.  The ALARM SOUNDS, emergency sprinklers begin
        showering the room.

        Agent Smith smashes a table.

                                        AGENT SMITH
                        Find them and destroy them!

        Agent Jones nods and touches his ear piece.
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