Neo -- Keanu Reeves

Morpheus -- Laurence Fishbourne

Trinity -- Carrie-Anne Moss

Agent Smith -- Hugo Weaving

Niobi -- Jada Pinkett Smith

Link (New Ship Operator on the Neb) -- ???

Councilor Hamman (Zion Leader) -- Harold Perrineau, Jr.

Zee (Girlfriend of Link) - Eva Mendes

Agent Johnston -- Daniel Bernhardt

Agent Barnhardt --

Lock (Military Leader of Zion, Earth Resistance) -- Harry Lennix

Mansion Owner/Rich man?? -- Steve Bastoni (??)

Wife of Rich man ?? -- Monica Bellucci (??)

Captain Ballard (Zion Resistance) -- Roy Jones, Jr.

The Setting

It is now 6 months since the monumental battle between Neo and Agent Smith where Neo defeated the Agent and established himself as The One. Since that day he has gone to Zion, met the people of the last city and worked on plans to defeat the Matrix. This is a tenuous time for the leaders of Zion. There is great concern about the Matrix launching an offensive in the digital and real world. The civilian members of Zion are oblivious to all of this because the military leaders do not want to cause a panic. The Matrix itself, although appearing to be defeated in Part 1, has more weapons in its arsenal for Neo and the Resistance.....

Opening Scene: In the Matrix

Trinity walks through a vacant lot. Decked out in her usual black leather outfit, she nervously glances from side to side and enters the rear of a building. She walks carefully up the stairs but fails to notice the security camera that is rotating. An alarm sounds and soon a group of security guards are in pursuit of her just like in the opening scene of Matrix 1. She stands her ground and starts kicking the respective asses of each guard. Before long, an agent appears and takes Trinity on himself. Although she puts up a good fight, the agent is too much for her and starts to beat her down. Trinity runs through the office building and its maze-like hallways. She then, just as she did in Part 1, jumps through a window to escape the agent. She starts to plunge towards the ground, but seems to be in the air for a long time because the building was high in the air, maybe hundreds of stories high. The agent follows her out of the window, flying down after her.

With her guns drawn, Trinity turns back towards the window and starts firing, literally tearing the agent up with bullets as he tries to fire back. Unfortunately, one of the agent’s shots hits it mark entering Trin’s waist. As she gets hit, she crashes into a roof of a car and dies....

Scene 2: Real World

Neo wakes up from the horrible nightmare he just had and looks to his left to see Trinity sleeping peacefully right next to him. The entire opening fight sequence was all a dream. A very bad one. Neo is aboard the Neb. The crew on the Neb at this point is Neo, Trinity, Morpheus and Link, the new Operator (replacing Tank). They are on their way to Zion. En route, Trinity and Neo find time for...a love scene! I will let you guys fill in the speculation here, but I can say that this scene is major! Soon the crew lands the Neb on a large landing platform and heads in to the city.

Scene 3: Matrix, Resistance Base

Morpheus is meeting with Niobi and other Resistance members in the Matrix at a Resistance Base. Niobi, is a former love interest of Morpheus and is a captain of another ship. This base a safe house along the lines of the buildings used to enter the Matrix in TM1. At the meeting, there is discussion about the orders from Lock, the head of the Zion military, which stated that all ships should return to Zion to prepare for a real world battle with the machines. Morpheus thinks otherwise and suggests that the Neb and one other ship stay at broadcast depth in order to keep fighting in the Matrix and try to win the war in the virtual world. Now that he has fully realized his power, Morpheus believes now is the time where Neo can truly fulfill the Oracle’s prophecy and save mankind. He has no choice but to violate his orders. And he was going to make sure that Lock knew why.

Scene 4: Matrix -- Outside of the Resistance Base

In an alley in front of the base, an Agent walks up to a metal door. He knocks on the door, and a sliding peep hole opens. A Resistance member, not recognizing the Agent , asks what he wants. The Agent responds by saying he wants to speak to Neo, the one who “saved” him. After this weird comment, the Resistance soldier at the door refuses him entry and the Agent hands him a box to take to Neo, as a gift.

After closing the peep hole, the soldier talks to another crew member who is in the room with him about the mysterious package. At this point Neo walks into the room and asks to see the box. He opens it and inside is an ear wire that the Agent’s wear! Neo immediately tells the two to run downstairs and as they head out, Agent Johnston punches his way through the door. He is with Agent Barnhardt and another Agent and they all start to fight Neo. With his skills much more powerful now, Neo handles the Agents and flies off after beating them soundly. As he leaves, a figure in the alley watches the entire scene quietly. The camera remains on his legs as he says to his companion that Neo acted just as he expected. When the camera pans up, it’s Agent Smith. And he is talking to another Agent Smith!

Smith has now developed an ability to "load" himself into other entities in the Matrix, essentially creating a clone.

Scene 5: Matrix

Neo is flying through the air over the city. He lands on the rooftop of a building and walks through a door. He is at the Oracle’s apartment building. He enters her apartment. When he walks in, he sees that no one is there! Confused, he decides to head back to the crew and head back to the Real World.

Scene 6: Zion

The crew receives a warm welcome at Zion. Neo is already revered as a hero and The One (by some). Zion is an enormous bustling city, with thousands of people. It is built like the Nebuchaneezer, in the sense that the buildings and structures seem to be all metal and wires. Part of the city is within literally within the Earth’s core as an enormous cave is used as the meeting place of the Zion residents. The cave has huge stalactites hanging from its ceiling, some dripping with limestone and other minerals. There are also large stalagmite columns running to the ceiling that have candle holders in them. The cave does not appear to be wired for electricity. On the ground level of the cave, thousands of Zion citizens carry torches and cheer as their leader, Councilor Hamman speaks and leads them in a prayer. They dress in a very simple ancient West African/South East Asian style, wearing leather sandals, bead bracelets and necklaces, and loose drawstring pants. Many of the men are shirtless or wear vests, the core providing a warm climate all year round. Two large bubbling pools of lava are on each side of the ground level. In the far rear corner, a band, Burly Man (which also happens to be the code name for the movie during filming) prepares to play on their makeshift instruments, which include many large steel barrels. The Zion Temple Priestesses are also walking through the crowd, in skimpy outfits. They are carrying baskets of flowers, herbs and mushrooms. The crowd anxiously awaits the arrival of Councilor Hamman, the leader of Zion. Rumors have been circulating throughout the city that the Matrix has planned an attack on the city itself! Somehow, the machines have located the city and is setting out to destroy it and all hopes of Resistance and freedom.

Scene 6: Matrix, Resistance Base

Inside the base, some crew members are still working on strategies and tactics to defeat the Matrix. Suddenly, a portal opens up in the main room. It is a large hole that looks like a time warp. 2 people fall out of it! They are two of Captain Ballard’s men. It is clear that they had just come from a heated battle and barely escaped with their lives. One of the men has been shot and is holding his wound. The other asks the wounded soldier if he has got “it”. The wounded solider says “yeah” and hands him a disk. The other soldier takes the disk, picks up a ringing phone and leaves the matrix. Before the wounded soldier can enter, Agent Smith walks in! He had been hiding in the base. He then loads himself into the wounded soldier! As the phone rings, Agent Smith picks it up and enters the real world!

Scene 7: Zion

Back in the enormous cave in Zion, the moment of the speech has finally arrived. Soon all eyes move to Councilor Hamman.

Councilor Hamman addresses the crowd, telling them to remember their mothers and fathers and fallen brother who gave their lives for the resistance. He then calls for someone to come and finish his prayer and urges Morpheus to speak as well. They are both on a high ledge speaking from what appears to be a stone pulpit. Niobi stands on the ledge as well in the background. As Morpheus starts to speak he urges: “Zion, hear me” and confirms rumors that have been spreading around Zion that an attack is on the way by the sentinels. The crown begins to whisper nervously at this announcement but Morpheus tells them that the sentinels have been trying to attack Zion for 100 years and the city has defended itself valiantly. He stresses that Zion is free, so he is free. The crowd begins to erupt with applause and cheer Morpheus’ rousing speech. They wave their torches in approval. Soon Burly Man begins to play and a large ritual dance sequence commences.

As the music and dance goes on, Neo walks with Councilor Hamman and Morpheus. As they speak, Agent Smith, in the body of the crew member he loaded himself into, follows them, watching from overhead as he walks on pipes.

Soon, some Zion citizens walk up to Councilor Hamman and Neo to speak to them. This is Agent Smith’s chance. Holding a knife, Agent Smith charges at Neo! But seeing the amount of people who have amassed around him, Smith withdraws and tries to walk off. Seeing Agent’s Smith’s strange behavior, Neo asks him “what are you doing?” Smith says that he has something to give him and hands him the disk he had given to the other crew member earlier. Neo takes the disk knowing what it contains: the location of the Oracle.

Neo continues walking and a child walks up to him. The child hands Neo a spoon and says “one of the orphans told me to give this to you, he said you would understand.” Neo then knows it is time to see the Oracle.

Scene 8: Zion, Link’s home

Link, the ship operator, leaves the team for a while to go to see his family. He heads home and spends some quiet time with his wife, Zee (yes, Zee is LINK’S wife, not Lock’s -the military leader of Zion-as earlier expected).. Zee complains that he is never around to enjoy she and the family and asks why does he have to be the one manning the ship for Morpheus and crew. Link explains to his wife that he promised Tank and Dozer, if they ever needed him, he’d be there, and thus he has to be on the ship fighting with the Resistance. She understands him and they embrace.

Scene 9: Zion, Resistance Headquarters

A big gathering is taking place on the Resistance HQ. News has come in that Matrix has dispatched millions of sentinels to attack Zion. They are literally boring holes into the Earth trying to reach the Earth’s core and destroy Zion. Lock, the leader of the Resistance Army, orders all ship captains to stay at Zion, above the city, on patrol in case the Sentinels arrive. Morpheus gets upset with this order since he wants to head to broadcast level depth and get back in the Matrix to fight the war there. Lock is not hearing any of this. He, along with many others, are not even convinced that Neo is The One (this debate is a running theme in the flick). Lock does not believe the battle can be won inside the Matrix. He thinks it’s going to be a real world, land and air battle and that the Resistance would be best served fighting this way and preparing for the Sentinel attack. Obviously, Morpheus, the ultimate believer in Neo, thinks that the key to defeating the Matrix is to go inside the artificial world, find the secret to defeating the machine from within its world and fulfill the prophecy from Part 1 which said that The One would free all the people of the Earth. The two get into a heated argument and it spills over to Councilor Hamman. He is more on the fence about the right way to fight the war, in the real world or the matrix. .

Despite Lock’s orders, Morpheus decided that he has to head back into the Matrix and get Neo to the Oracle. He knows the Oracle will have new things to tell Neo, now that Neo has gained much greater command of his powers and is confident, that he is indeed, The One. So he and the crew head off, with one more additional ship. Niobi, Morpheus’ former love interest is also coming along to help fight in the Matrix. She is the captain of a separate vessel that is also heading into the Matrix. No surprise, Niobi is Lock's woman now. He has Niobi on lock, you could say. The two crews soon leaves Zion in secrecy.

Scene 10: In the Matrix, en route to the Oracle

Neo and the crew enter the Matrix and Neo heads on his own to see the Oracle. Neo heads to the Oracle’s apartment. This is a Zion temple that is set up directly from the Zion mainframe. This is what the agents were after in TM1. They wanted to find the access codes to the mainframe so they could access Zion’s computers and destroy them and the city. So basically, the Resistance can set up a locale within the Matrix that the Agents cannot find. This is how the Oracle is able to chill with the potentials in peace. The Agents have no idea where they are or that they are even in the Matrix. They also are unable to jump into their bodies because they are not plugged in through the Matrix.

Once Neo arrives at the temple, he finds that the Oracle is not there! As he sits thinking of what to do next, a man approaches him and asks what he is up to and who he is. The man then attacks Neo! Shocked by this turn of events, Neo questions his attacker, who was basically checking to make sure that Neo was in fact The One. He then takes Neo to the Oracle.

The Oracle is sitting in a park on a bench. He then speaks to the Oracle and gets some shocking revelations. The first thing she explains is that she is not an actual person! The Oracle is a program. She tells him that everything in the Matrix is a program with a specific purpose. When a program becomes outdated or broken, it may do things that it is not programmed to do on purpose. This explains when people say these see ghosts or other supernatural phenomena in the Matrix. (Note-- This is how the Great War of humans vs. machines is suspected to have been started in the first place, by a “Butler Robot” AI killing its owner).

The Oracle then tells Neo the next crucial piece of information: how to destroy the Matrix. She lets him know that there is a

“Source” which is the heart of the Matrix and through which it can be destroyed. In order to get there, Neo will have to find the Key Maker, a man who possesses the keys to unlocking the secrets of the Matrix. The Oracle then tells Neo that he will need to travel to a certain place to find the Key Maker because he is currently being held captive by a very powerful and wealthy man. Neo then leaves the Oracle, now knowing what he has to do defeat the Matrix: find the Key Maker and enter the source of the Matrix. On his way out of the park, he runs into an old friend....

Scene 11: Park

On his way back to the crew, Neo bumps into Agent Smith! Smith is definitely back in effect and he now has grown deep feelings and emotions, unlike the other agents he used to work with. He has basically become a rogue agent and has his own agenda. Smith tells Neo how he was able to survive the “explosion” move Neo put on him in Part 1 and what he is up to now. After they speak, Neo and Smith get into one of the biggest fights yet. After showing Neo a demonstration of his new ability to load himself into beings, Smith tries to load himself into Neo! Neo stops this by pulling Smith’s fingers from his body, then the brawl breaks out. They start fighting hand-to-hand and all around the fight, Smith starts loading and cloning himself. Soon random people passing by turn into Smith clones and start fighting Neo. Even birds flying over head turn into Smith! The group is giving Neo a serious beatdown. Neo struggles to block hundreds of kicks and punches. As they start to overwhelm him, Neo retreats and flies away. Smith soon runs and leaps in the air, grabbing Neo’s foot! The whole chain of Smiths start hanging from each other in a very long chain. Somehow, Neo is able to kick them off and escape. He then flies off and heads back to the crew. He then lets Morpheus know they need to go find the Key Maker. Immediately.

Scene 12: Search for the Key Maker

Neo, Morpheus and Trinity head to the mansion of this mysterious, wealthy man to see if they can find the Key Maker. Once they arrive, Neo speaks to the “wealthy man” and asks to see the Key Maker. The Rich Man is aware the Key Maker’s ability and knows all about the Matrix! His home also appears to have some special connection to the Matrix. Rich Man declines the crew’s request and says they cannot see the Key Maker and orders them to leave. The crew, disheartened, is ready to leave, but soon the Rich Man’s wife comes to their aid. She says that she has no love for Rich Man and agrees to help them find the Key Maker [I assume some time transpires between Rich man leaving the crew and his wife coming to help them]. Once they find the Key Maker, the Rich Man catches them (surprise) and is angered. He sends out his two body guards, known as the Twins, to fight the Crew. These are the two silver dread-locked men who we have seen in those Oakland photos. They are not virii, but rather, “men” who live in the Matrix and have special powers. There are apparently other people who have powers in the Matrix, but are evil. Neo orders Morpheus and Trin to take the Key Maker and run, which they do. The Twins chase after them out of the mansion. Soon more of the Rich Man’s henchmen come to fight the crew and they chase after Neo. Both of them are armed with swords. Neo, immediately pulls one of the swords off the wall to his hands and starts to duel with them! Using his superior skill and I am sure incredible effects, Neo soon beats his attackers and chases after Rich Man. He chases him down a long corridor that is lined with strange looking doors, the Rich Man enters one door and Neo follows. Where it leads is quite a shock...

Scene 13: The Portal

As he crosses the threshold, he is shocked to find out that he is alone! And no longer even in the mansion! He is on a hill, in a suburban area, nowhere close to the mansion. Somehow the doors in the mansion are portals to different areas of the Matrix, similar to the worm hole that Captain Ballard’s men used to get back to the Resistance base earlier. Knowing he has to catch up with the crew as soon as possible, Neo starts to fly back towards the mansion, zooming through the sky Superman-Style in order to save his friends...

Scene 14: Highway Battle

Meanwhile, Trin, Morpheus and the Key Maker are running into the large parking lot of the Rich Man’s mansion to get the heck outta Dodge. The Twins follow them and a brawl breaks out. Morpheus and Trin fight the Twins hand to hand at times and fire at each other at times. Soon they are able to jump in their car, the Cadillac Evoq4 (shown in the photos from Oakland) and speed off. The Twins jump into their ride, a Humvee, and speed off after them. One of the Twins stands up so he can start firing at the crew’s car from an assault rifle. It is a wild chase, with both cars slamming into walls and debris until Trin is able to get the car out of the lot and onto the highway. This is the same highway that was set up during the Oakland shoot. Trin is driving, Morpheus is in the passenger seat and the Key Maker, an Asian American man carrying a briefcase, is in the back, most likely very frightened.

As they get onto the highway, the cops begin to give chase after the speeding cars. Of course, once they begin to get close, Agents take over the bodies of the officers and start t go after the Caddy. Soon, the Twins pull close and the shooter drops his gun and jumps INTO the Evoq! The Twins have an ability to “phase” through solid objects and almost teleport themselves. So the next thing the crew knows, one of the Twins is in the car! He starts to fight with Morpheus, throwing punches and attempting to shoot him. Morpheus is able to fend off his dreadlocked attacker and disarm him. He then grabs his sword and stabs through his seat, to stab the Twin in the gut. The Twin then jumps out and heads back to the Hummer.

By this time, the Agents have caught up the Evoq4, and many other cop cars are chasing the crew. One of the agents swings out of the car and jumps out! He lands on the hood of a coppertop’s car and hops off of it, fully caving in the hood of the car in the process. As he hops from car to car, soon the agent lands on Evoq and grabs on. Trinity swerves frantically, in an effort to shake off the hanging Agent, but he has too good of a grip. She then slams on the gas and starts pushing the car to the limit. The cops now have cars coming towards the crew by driving in the wrong direction. Vehicles of coppertops are swerving and crashing everywhere, with explosions going off all over the highway. Trin slams on the breaks and the agent on top of the car goes flying down the street. As she skids, the police cars skid and turn sideways to block her path and all the other cars giving chase behind her coming screeching into a big circle and brake at the same time! (For anyone who really likes cinematography, this should be off the hook!). The crew is then surrounded by cars, cops and the Twins!

Scene 15: The Escape

With little time to spare, the crew is desperate for a plan. Morpheus tells Trinity to run! Trin heads off down the highway, with some of the cops, agents and the twins following. Morpheus then grabs the Key Maker and jumps off the highway! He lands on top of a truck travelling on a lower level ramp and rides on top. Soon one of the agents jumps off and is on top of the truck. Morpheus and the agent start to fight hand-to-hand on top of the speeding truck and the agent begins to win. Morpheus is soon standing on the edge of the truck cab and loses his balance! He falls off and the Agent presumes him dead. But before he hits the asphalt, Niobi pulls up in her own car and catches Morpheus!

The Agent turns his attention to the Key Maker and starts walking towards him to apprehend this “dangerous” man. As he does this, Niobi pulls her car in front of the truck and Morpheus jumps out straight into the air letting the speeding truck pass underneath him. As the truck passes, Morpheus floats momentarily and fires a kick at the unsuspecting agent. The brown suit flies off of the truck and lands on the street, dying. Morpheus grabs the Key Maker to make sure he is okay and escape. He is able to drop the Key Maker into Niobi’s car. But before he can make it off the truck, the Agent takes over the body of the truck driver! Speeding and driving wildly, the Agent start heading towards another truck to kill his unwanted passenger. Knowing death is approaching, Morpheus jumps off the truck and utters a whisper:

“Neo, I know that you’ll be there to help me here”

And with that, Morpheus jumps off of the crashing trucks. In true Superman fashion, Neo flies in, catches Morpheus and speeds him away to safety.

Scene 16: The Search for the Source

Once everyone is safe and reunited, the Crew heads for the Source, to destroy the Matrix once and for all. The Key Maker takes the Crew to a building where the Source is located. He uses his keys to get them in. Trinity heads off on her own on an order from Morpheus. The remainder of them enter and Neo, alone, walks into the door that leads to the Source. This is the final moment where he can reach the true meaning of the Matrix and save humanity. As he enters the door, he finds a man sitting in a chair! This is a new character in the film who has not been seen up to this point. The man is sitting in front of a large computer console with several screens on it. Neo, completely confused asks the guy what’s up?

The man explains that he is the “Father” of the Matrix! He starts to explain how he was able to “conceive” the Matrix and how it operates. In this conversation, he also reveals that the Oracle is the Mother of the Matrix! As Neo, who is completely stunned, takes all of this in, the Father tells him, you’re acting very different from the “Others.” Neo says “what others?” and the Father explains to him that there have been 6 Chosen Ones who have come before Neo! They all make it to the Source, meet the Father, and everything starts over! As if the tape of the reality of the Matrix virtual reality rewinds (MAJOR SIDE NOTE: this can explain why it’s always 1999 or close to ’99 in the Matrix. Every time The One reaches the Source, the Matrix resets itself).

As the Father goes on in his explanation, he shows Neo 6 T.V. screens. Each screen shows the previous Ones who had made it to the Source and were having the same exact conversation with the Father. They are all yelling things like “I can’t believe this!” and “No F*cking Way!” Neo is handling this news much differently than they did.

Neo is then given a choice. He is shown 2 more screens. In one, there is a portal where he can enter and destroy the Matrix. In the other, he sees that Trinity is being pursued by Agents and is in a very dangerous situation. Neo chooses to go save Trin and takes that door.

Scene 17: The Rescue

Neo then is transported to where Trin is in danger and rescues her in a battle with the agents. He is not sure if the Matrix will reset or not. He is also not sure if he will be The One the next day. There is little time to waste. And on top of it all, the Machines are launching their offensive on Zion! They will have to do something to stop the Matrix before the entire system.....reloads.