EXT.  ROOF (MATRIX) - DAY

        The roof-access tower is now engulfed in flames as Neo
        and Trinity lay waste to a dozen more Marines.

        Guns and knives, like extensions of their bodies used
        with the same deadly precision as their feet and their
        fists.

        Across the roof, the pilot inside the army helicopter
        watches the ferocious onslaught.

                                        PILOT
                        I repeat, we are under attack!

        Suddenly his face, his whole body dissolves, consumed by
        spreading locust-like swarm, of STATIC as --

        Agent Jones emerges.

        Just as she drops the last Marine, Trinity sees what's
        coming.

        Neo sees her, the fear in her face, and he knows what is
        behind him.

        Screaming, he whirls, GUNS filling his hands with
        thought-speed.

        Fingers PUMPING, SHELLS ejecting, dancing up and away, we
        look through the sights and gun smoke at --

        The Agent blurred with motion --

        Until the HAMMERS CLICK against empty metal.

                                        NEO
                        Trinity!

        Agent Jones charges.

                                        NEO
                        ... help.

        His GUN BOOMS as we enter the liquid space of --

        Bullet-time.

        The AIR SIZZLES with wads of lead-like angry flies as Neo
        twists, bends, ducks just between them.

        Agent Jones still running, narrows the gap, the BULLETS
        coming faster until --

        Neo bent impossibly back, one hand on the ground as a
        spiraling gray ball shears open his shoulder.

        He starts to scream as another digs a red groove across
        his thigh.

        He has only time to look up, to see the barrel when Agent
        Jones, standing over him, pulls the TRIGGER the final
        time.

        CLICK.  Empty.

        Neo rolls, reaching for another gun when around-house
        kick snaps his jaw.  Agent Jones grabs the gun and levels
        it at Neo.

                                        AGENT JONES
                        Only human...

        Suddenly Agent Jones stops.  Something is wrong.  He
        scans the roof.  Trinity is gone.

        Immediately, he whirls around and turns straight into the
        muzzle of her .45 --

        Jammed right into his head.

                                        TRINITY
                        Dodge this, motherfucker!

        BOOM!  BOOM!  BOOM!  The body flies back with a flash of
        mercurial light and when it hits the ground --

        It is the pilot.

        Trinity helps Neo up.

                                        NEO
                        Thanks.

                                        TRINITY
                        You're hit --

                                        NEO
                        I'm fine.

        Neo is already looking at the helicopter.

                                        NEO
                        Can you fly that thing?

                                        TRINITY
                        Not yet.

        She pulls out a cellular phone.


        INT.  HOVERCRAFT

        Tank is back at the controls.

                                        TANK
                        Operator.

                                        TRINITY (V.O.)
                        Tank, I need a pilot program for a
                        military M-109 helicopter.

        Tank is immediately searching the disk drawers.

                                        TRINITY (V.O.)
                        Hurry!

        His fingers flash over the gleaming laser disks, finding
        one that he feeds into Trinityls supplement drive,
        punching the "load" cormands on her keyboard.


        EXT.  ROOF (MATRIX) - DAY

        Trinity's eyes flutter as information surges into her
        brain, all the essentials of flying a helicopter absorbed
        at light-speed.

                                        TRINITY
                        Let's go.


        INT.  HALL (MATRIX) - DAY

        Marines, trying to communicate with the men on the roof,
        are beginning to panic when Agent Jones comes around the
        corner.

                                        SERGEANT
                        Sir!  Sir!  There was gunfire --
                        we've lost communication with the
                        roof!

                                        AGENT JONES
                        Remain at your posts.

                                        SERGEANT
                        But, sir -- the fire -- we should
                        evacuate!

                                        AGENT JONES
                        You will do as you are ordered!

                                        SERGEANT
                        Yes, sir.

        Agent Jones marches into the Presidential Suite.


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        Agent Jones throws open the bedroom door and enters,
        walking through the puddles pooling in the carpet.

        Over the RUSHING WATER and the ALARMS, Agent Smith hears
        a SOUND and understands the seriousness of the attack.

        He turns to the wall of windows as the helicopter drops
        INTO VIEW --

        Neo is in the back bay, aiming the mounted .50 machine
        gun.

                    AGENT SMITH
                        No.

        The GUN jumps and BULLETS EXPLODE through the WINDOW in a
        cacophony of CRASHING GLASS --

        As the Agents go for their weapons.

        But Neo is too close, the .50 CALIBER too fast and
        BULLETS are everywhere, perforating the room.

        Agent Smith is hit first, his body jack-knifing back,
        blood arcing out with a sudden flash of light --

        Then Agent Brown, his GUN still FIRING as his body falls.

        And finally Agent Jones.

        Neo stares at Morpheus, trying to will him into action.

                          NEO
                        Get up, Morpheus!  Get up!

        Morpheus sits unmoving, his head still down.

        Neo grabs the climbing rope just as marines burst into
        the adjoining room.

        He attaches only one end to his harness when they OPEN
        FIRE.

        Quickly he swings the GUN, SPRAYING the other room,
        WINDOWS SHATTERING, FURNITURE EXPLODING, marines diving
        for cover.


        INT.  HALL (MATRIX) - DAY

        Just outside the Presidential Suite, three marines
        blister with snow-static.


        INT.  PRESIDENTIAL SUITE (MATRIX) - DAY

        Morpheus lifts his face into the room's rain.  His eyes,
        still white, begin to blink, twitch, then close.

        And when he opens them, they are again dark and flashing
        with fire.

        The Agents knife into the room, FIRING even as Neo's
        BULLET TRAILS chase them.

        Morpheus strains at his handcuffs.

        The Agents and the marines turn the tide, BLASTING LEAD,
        RICOCHETING, POCK-MARKING the COPTER.

        FIRING wildly, Neo turns to see Morpheus rising, snapping
        the handcuffs, starting for the window.

        Agent Smith stops and sees Morpheus run past the open
        bedroom door.

                                        AGENT SMITH
                        Nooo!

        He FIRES, sweeping across the sheetrocked wall in a
        perfect line.

        For an instant, we see the BULLETS SHRED, PUNCTURING the
        WALL, searing through the wet air with jet trails of
        chalk.

        And as Morpheus starts to dive for the window, a bullet
        buries itself in his leg --

        Knocking him off balance.

                                        NEO
                        He won't make it.

        Morpheus lunges, out of control --

        As Neo spins, every move a whip crack --

        Snapping the other rope-end onto a bolted bar.

        Morpheus begins to fall when Neo hurls himself into the
        wide blue empty space --

        Flying for a moment.

        The rope snaking out behind him; an umbilical cord
        attached to a machine.

        As their two bodies, set in motion, rushing at each other
        on a seemingly magnetic course until --

        They collide.

        Almost bouncing free of each other, arms, legs,
        scrambling, hands searching in furious desperation,
        finding hold and clinging.

        Until the line ends, snapping taut, cracking their
        fragile embrace.  Morpheus tumbles, legs flipping over,
        falling down --

        The ground deliriously distant --

        As Neo snatches hold of his mentor's still handcuffed
        wrist.

                                        NEO
                        Gotcha!

        Trinity is already pulling the copter up and away.

        As Agent Smith grabs the M-16 from the nearest marine.

        He'll bring them all down.  Targeting the helicopter, he
        aims at something only he can see: the oil line.

        PONK.  PONK.  PONK.  The rear HULL is PUNCHED full of
        holes and smoke and oil pours out like black blood.

                                        TRINITY
                        Shit-shit-no!

        Neo is pulling Morpheus up to him when he hears the
        HELICOPTER BEGIN TO DIE.

                                        NEO
                        Oh fuck.

        Trinity throws the helicopter towards the roof of the
        nearest building.

        Morpheus and Neo cling to one another as they and the
        machine above them begin to fall.

        The ENGINE GRINDS, the CHOPPING BLADES start to slow
        while --

        The Agents stand in the open shattered window, watching
        the helicopter disappear behind taller buildings.

        Carried by its nomentum, Trinity guides the parabolic
        fall over the nearest roof where --

        Neo and Morpheus drop safely, rolling free as the rope
        goes slack.  Neo gets to his feet, trying to detach
        himself but --

        The helicopter is falling too fast, arcing over the roof
        like a setting sun --

        The coils of slack snap taught --

        Yanking Neo off his feet, dragging him with ferocious
        speed towards the edge even as --

        Trinity lunges for the back door, her gun in one hand,
        grabbing for the rope with the other --

        Neo flies like a skipping stone, hurtling straight AT us,
        when his feet hit the rain gutter --

        A fulcrum that levers him up just as --

        Trinity FIRES, severing the cord from the HELICOPTER,
        falling free of it as it SMASHES, blades first into a 
        glass skyscraper.

        Holding onto the rope she swings, connected to Neo, who
        stands on the building's edge watching her arc beneath
        him as the HELICOPTER EXPLODES --

        She bounces against a shatterproof window that spider-
        cracks out while FLAMES ERUPT behind her.

        INT.  MAIN DECK

        Tank stares at the screen, his mouth agape.

                                        TANK
                        He's the One.  He's got to be...


        EXT.  ROOFTOP (MATRIX) - DAY

        Neo pulls Trinity up into his arms.  Both shaking, they
        hold each other again.

                                        MORPHEUS
                        I knew it!  I goddamn knew it!

                                        TRINITY
                        Morpheus!

        She runs at him, throwing her arms around him.

                                        MORPHEUS
                        Do you believe me now?  He's the
                        One!  Who else could have done
                        this?

                                        NEO
                        Morpheus, I know you won't believe
                        me but the Oracle told ne I'm not
                        the One.

                                        MORPHEUS
                        It doesn't matter if I don't
                        believe you --

        His eyes light up.

                                        MORPHEUS
                        What matters is that you don't
                        believe her.


        INT.  MAIN DECK

        The PHONE RINGS.

                                        TRINITY (V.O.)
                        Tank, get us out of here.

                                        TANK
                        Got one ready.  An underground El
                        station.  State and Balbo.

                                        TRINITY (V.O.)
                        See ya soon.

        LINE GOES DEAD.  Tank looks at the bodies and smiles.

                                        TANK
                        See ya soon.


        EXT.  ROOFTOP (MATRIX) - DAY

        The rope is all that remains.  Agent Smith can barely
        control his anger.

                                        AGENT BROWN
                        The trace was completed.

                                        AGENT JONES
                        We have their position.

                                        AGENT BROWN
                        The extermination unit is in
                        place.

                                        AGENT JONES
                        Order the strike.

        Agent Smith can't stand listening to them.  He moves to
        the edge of the building, looking out at the surrounding
        city.

                                        AGENT SMITH
                        They're not out yet.


        INT.  "EL" STATION (MATRIX) - DAY

        A metal gate is locked, the sign reading, "Station
        Closed."  Neo looks around, takes out a GUN and BLOWS OFF
        the LOCK.

        In the moist underground distance they hear the MUTED
        RING of a TELEPHONE.

        The PHONE is RINGING inside a graffiti-covered booth.

        Across from it, sitting hunched against the red concrete
        wall, is an OLD MAN.  He stares at the RINGING PHONE,
        taking a final pull off his T-bird.  No one is around.
        It continues to RING.

        Determined, he stands and walks to the booth.  He is
        about to answer the phone, when Neo sees him.

                                        NEO
                        Don't!

        The Old Man stops, Neo rushes at hin, gliding smoothly
        over the turnstiles.

                                        OLD MAN
                        I'm sorry -- I didn't mean!

        The Old Man is shaking, terrified.  Neo looks at his gun.
        He glances over his shoulder, then eases back the hammer.

                                        NEO
                        Get outta here.  Okay?  Run!  Go!

        The Old Man nods, turns and hurries deeper into the urban
        cave, disappearing into the shadows as Trinity and
        Morpheus arrive.

                                        TRINITY
                        What happened?  Was that --

                                        NEO
                        It was nobody.

        Neo turns to the RINGING BOOTH.

                                        NEO
                        Let's go!  You first, Morpheus.

        Morpheus gets in and answers the phone.

        Lost in the shadow, the Old Man turns back and watches as
        Morpheus disappears, the phone dropping, dangling by its
        cord.

        His eyes grow wide, glowing white in the dark.


        EXT.  ROOFTOP (MATRIX) - DAY

        Agent Smith stares, his face twisted with hate.  He will
        never be free of the Matrix.

        He starts to turn from the edge of the building when he
        suddenly hears it, his head whipping back around,
        staring --


        INT.  "EL" STATION (MATRIX) - DAY

        As the Old Man stares.

        Trinity hangs up the phone.  She turns to Neo, standing
        close enough to kiss him.

                                        TRINITY
                        Morpheus is right, you know.  It
                        doesn't matter what he believes or
                        even what the Oracle believes.
                        What matters is what you believe.

                                        NEO
                        I believe...

        He stares at the fullness of her lips.

                                        NEO
                        I want to kiss you.

        She smiles.

                                        TRINITY
                        I want to kiss you too...

        The PHONE begins to RING.

                                        TRINITY
                        But I want it to be real.

        She pulls herself away and gets into the booth when
        something catches Neo's eye and he looks to where the Old
        Man had been.

        She hears him SCREAM and sees Agent Smith emerge as if
        formed by congealing darkness, charging with a fistful of
        metal.

        The GUN FIRES, the BULLET flying at her, BURSTING through
        the plastic WINDOW just as --

        Trinity disappears.

        The handset hanging in the air as the BULLET HITS,
        SHATTERING the EAR-PIECE.


        INT.  HOVERCRAFT

        Trinity blinks, shivering as her conscious exits the
        Construct.

                                        TRINITY
                        Neo!

                                        TANK
                        What the hell just happened?

                                        TRINITY
                        An Agent!  You have to send me
                        back!

                                        TANK
                        I can't!


        INT.  "EL" STATION (MATRIX) - DAY

        GUN REPORT THUNDERS through the underground, both men
        BLASTING, moving at impossible speed.

        For a blinking noment we enter BULLET-TIME.

        Gun flash tongues curl from Neols gun, bullets float
        forward like a plane noving across the sky, cartridges
        cartwheel into space.

        An instant later they are nearly on top of each other,
        rolling up out of a move that is almost a mirrored
        reflection of the other --

        Each jamming their gun tight to the other's head.

        They freeze in a kind of embrace; Neo sweating, panting,
        Agent Smith machine-calm.

        Agent Smith smiles.

                                        AGENT SMITH
                        You're empty.

        Neo pulls the TRIGGER.  CLICK.

                                        NEO
                        So are you.

        The smile falls.  Agent Smith yanks his TRIGGER.

        CLICK.

        Agent Smith's face warps with rage and he attacks, fist
        flying at furious speed, blows and counters, Neo
        retreating as --

        A knife-hand opens his forearm, and a kick sends him
        slamming back against a steel column.

        Stunned, he ducks just under a punch that crunches into
        the beam, STEEL CHUNKS EXPLODING like shrapnel.

        Behind him, Neo leaps into the air, delivering a neck-
        snapping reverse round-house.  Agent Smith's glasses fly
        off and he glares at Neo; his eyes, ice blue.

                                        AGENT SMITH
                        You can't win.

                                        NEO
                        I already have.

        He attacks with a vicious series of blows but the Agent
        seems to absorb them, waiting for his opening.

        And this time Agent Smith's attack is too much, an
        unrelenting fury, fists pounding like jackhammers.


        INT.  HOVERCRAFT

        Trinity watches Neo as his body jerks, mouth coughing
        blood, his life signs going wild.

                                        TRINITY
                        Jesus, he's killing him!


        INT.  "EL" STATION (MATRIX) - DAY

        Agent Smith grabs hold of him, lifting him into the air,
        hurling him against the curved wall of the train tunnel,
        where he falls inches from the electrified third-rail.

        The Agent is about to jump down, and press his attack
        when he hears sonething.  From deep in the tunnel, like
        an animal cry; a burst of high-speed METAL GRINDING
        against METAL.

        The sound of an ON-COMING TRAIN.


        INT.  HOVERCRAFT

        Tank is trying to find another entrance.

                                        TRINITY
                        Send me back, Tank!  Anywhere!

                                        TANK
                        I'm looking, Trinity!  I'm
                        looking!

        From the cockpit, an ALARM sounds.  Morpheus hurries to
        the front console, typing, bringing up the radar.

        Trinity follows him.

                                        TRINITY
                        What is it... oh no.

        In every pipe surrounding them, they see the
        Extermination Unit.

                                        TRINITY
                        Sentinels.

INT.  SEWER MAIN

        The killing machine we saw in the History Program blister
        by us like tracer bullets shot down the throat of the
        abyss.


        INT.  "EL" STATION (MATRIX) - DAY

        Neo tries to get up.  Agent Smith jumps down onto the
        tracks and drop-kicks him in the face.

        The world begins to shake, RUMBLING as the TRAIN NEARS.

                                        AGENT SMITH
                        Do you hear that, Mr. Anderson?

        Agent Smith grabs Neo in a choke-hold, forcing him to
        look down the tracks, the train's headlight burning a
        hole in the darkness.

                                        AGENT SMITH
                        That is the sound of
                        inevitability.

        Neo sees it coming and he starts to fight.

                                        AGENT SMITH
                        It is the sound of your death.

        There is another METAL SCREECH, MUCH LOUDER, closer, as
        Agent Smith tightens his hold.  Neo is unable to breathe.

                                        AGENT SMITH
                        Goodbye, Mr. Anderson.

        The TRAIN ROARS at them, swallowing Agent Smith's words.

        The veins bulge in Neo's head, as he grits through the
        pain.

        He is not ready to die.

                                        NEO
                        My name is Neo.

        Impossibly, he hurls himself straight up, smashing Smith
        against the concrete ceiling of the tunnel.

        They fall as the sound and fury of the TRAIN EXPLODES
        INTO the station.

        Neo back-flips up off the tracks just as --

        The train barrels over Agent Smith.

        Neo stands, knees shaking, when the train slams on its
        emergency brake.  With an ear-splitting SHRIEK of
        TORTURED RAILS, the train slows, part of it still in the
        station.

        Neo turns, limping, starting to run, racing for the
        escalator --

        As the train comes to a stop and the doors of the last
        car open; Agent Smith bursts out in furious pursuit, his
        glasses again intact.

INT.  HOVERCRAFT

        Morpheus checks the ship's self destruct key.

                                        TRINITY
                        You can't use that until Neo is
                        out!

                                        MORPHEUS
                        I know.  Don't worry, he'll make
                        it.

EXT.  CITY STREET (MATRIX) - DAY

        A man sits in his Mercedes, talking on his car phone when
        his door is thrown open.  Neo yanks him out and jumps in.

        Further down the street, Agent Smith slows, calmly
        touching his ear-piece.

        Neo throws the car across traffic, rocketing down a side-
        street.

INT.  CAR (MATRIX) - DAY

        Driving like a demon with one hand, he grabs the car
        phone and dials long distance.

INT.  HOVERCRAFT

        Tank answers.

                                        TANK
                        Operator.

                                        NEO (V.O.)
                        Mr. Wizard, Get me the fuck out
                        of here!


        INT.  CAR (MATRIX) - DAY

        Looking over his shoulder, watching the mirrors, Neo
        drives almost unconsciously.

                                        NEO
                        Hurry, Tank!  I got some serious
                        pursuit!

INT.  HOVERCRAFT

        The keyboard clicking, Tank searches for an exit.
        Trinity screams into the headset.

                                        TRINITY
                        Neo, you better get your ass back
                        here!

INT.  CAR

                                        NEO
                        I'm trying, Trinity.  I'm trying.

                                        TANK (V.O.)
                        I got one!

        Neo glances to his right and sees Agent Brown, now
        driving the car beside his.  Agent Brown swerves,
        slamming into him.

                                        TANK (V.O.)
                        Wabash and Lake.  A hotel.

        Neo fights the steering wheel as Agent Brown pushes the
        car up over the median.

                                        TANK (V.O.)
                        Room 303.

        Neo drops the phone as his car bucks into the opposing
        lane --

        Directly into the charging path of an enormous truck
        driven by Agent Smith.

        Neo dives from the Mercedes as the truck plows into it,
        rending metal and GLASS, crushing through, totaling other
        cars, as it EXPLODES.

        Neo is up and running even as orange and black clouds
        billow up behind hin.

EXT.  CITY STREET (MATRIX) - DAY

        Three figures silhouette by the burning wreckage become
        the three agents.

        Further down the street, Neo hauls his broken, bleeding
        ass.

        Agents Brown and Smith slow, touching their ear-pieces as
        Agent Jones continues chasing full-bore.

        Neo spins around a corner, racing toward a hotel called:
        the Heart of Chicago Hotel.

        Only Agent Jones is behind him now.

        Neo dives into the alley.  At the far end he sees Agent
        Brown charging.  Neo leaps for the fire escape and begins
        to climb.

INT.  SEWER MAIN

        Sentinels open and shift like killer kaleidoscopes as
        they ready their weapons, swarming around the
        Nebuchadnezzar.

INT.  HOVERCRAFT

        The hovercraft booms as machines drop onto it.

                                        TANK
                        I'm going to make the call.

                                        MORPHEUS
                        Do it!

INT.  "HEART OF CHICAGO" HOTEL (MATRIX) - DAY

        Agent Snith is in the elevator when he hears the DISTANT
        RING of a PHONE.

EXT.  ALLEY (MATRIX) - DAY

        The agents chase him, FIRING, BULLETS SPARKING and
        RICOCHETING even as Neo jumps for the third-floor
        platform.

        Neo kicks in the window, jumping into the hall.  The
        doors count backwards:  310...  309...

INT.  HOVERCRAFT

        Morpheus grabs the biggest gun he can find.  The lasers
        begin to slice through the hull.

                                        TRINITY
                        Where is he?

                                        TANK
                        Almost there.

                                        MORPHEUS
                        He's going to make it.

                                        TRINITY
                        Hurry, Neo.

INT.  HALL (MATRIX) - DAY

        Neo can hear the PHONE RINGING.

        305...  304...

        Agent Brown reaches the broken window behind him just as
        Neo grabs the handle of 303, throwing open the door to
        find --

        Agent Sniith, waiting, .45 cocked.

        Neo can't move -- can't think --

        BOOM.

INT.  HOVERCRAFT

        Neo's body jerks, and everyone hears it as the life
        monitors snap flat-line.

        Trinity screams.  Morpheus is frozen in disbelief.
 Home 
 Part 9 



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