Dark clouds below the inky remnants of the scorched sky. We hear  wind as we sail, like a glider, over the black atmosphere. We DIVE DOWN into the murkiness, through the clouds, into the   darker world of  the dead  surface of  Earth, the  desert of  the real.   The rotted skeleton of a massive city is sprawled everywhere. We  approach a fissure in the Earth's crust, and as we do, we hear the   increasing buzz of multiple hovercraft  engines. Blue flashes grow  in  intensity from the fissure. Radio voices,  indistinct at first, grow louder   as we approach the fissure.                              WOMAN (V.O.)            "Six o'clock, 300 meters. We can't outrun 'em."                               MAN (V.O.)     "I know. Can't tow this crate fast enough! We gotta ditch it!" We hear the voices as though we're listening to cops through a  police scanner. The woman is NIOBE, the captain of the lead ship, Sephora.                              NIOBE (V.O.)      "Can't, the core is still good. And they've got 'The One.'"                               MAN (V.O.)              "Oooh, our savior. He’d better be worth it."                              NIOBE (V.O.)                 "Shut up and make the exit. Hold on!" The azure glow  from the  fissure  is suddenly overwhelming.  A  tight convoy  of  three  HOVERCRAFT  explode  from  the  fissure,  traveling nearly straight up, like a   trio of massive locomotives flying   into the sky in tight formation,  linked together by tow cables.  The  blue glow has  been emanating  from  the  overworked flare  drives of   the first and third hovercrafts.  Between them, suspended by  tow  cables, is the dark, scorched,  and sliced NEBACHANEZZER. They  rocket upward, slowing as they reach the top of the arc.                              NIOBE (V.O.)                              "Woo-hoooh!" The rush to the ground, pulling up at the last second. The NEB  flails wildly between them.                               MAN (V.O.)                         "They're still on us!" More vehicles fly from the fissure. A massive army of SQUIDDIES  pours up onto the surface. INT. NEBACHANEZZER COCKPIT The NEB is slung between the two HOVERCRAFT, with the cockpit   facing backwards.  Trinity,  GABRIEL,  TANK,  and  GREG FAIR,  the  former  Thomas Anderson, crowd the cockpit. Helpless, the landscape speeds away  from them, while a wall of red-eyed SQUIDDIES speeds to them. It's been a mere TWO DAYS  since the realization of GREG FAIR’S POWERS   and the defeat of AGENT SMITH. The slipstream whistles violently into  the interior  of the  ship, and  the crew  is cold,  tired, haggard,   and stressed beyond  belief as  they can  only watch  the action in  their knocked-out ship.                       GABRIEL is on a headset.                                GABRIEL                       "Niobe, they’re closing."                                 NIOBE                              "How many?"                                GABRIEL               "Just a few. Maybe two or three. Hundred." INT. SEPHORA COCKPIT NIOBE, as regal as she is beautiful, sits at the controls of her  ship with her co-pilot, a younger female. All visible dials are redlined as they streak over the dark surface.                                 NIOBE                "You’ve got a gift for understatement." INT. FREEDOM COCKPIT THE  FREEDOM’S CAPTAIN,  a silhouette  in a  dark cockpit,  is flying blind. His cockpit is awash in the blue flares from NIOBE’S ship. His lieutenant, a shadowy female figure, reaches for the radar screen. As she does, we see her  bare shoulder fall into view, a  WHITE RABBIT tattoo is conspicuous. They switch their screens to the radar, squiddies right on their ass.                                  MAN        "Oh shit, we’re screwed. We gotta set down and EMP ‘em."                              NIOBE (V.O.)                              "Too many!" EXT. FREEDOM HULL A racing SQUIDDIES  reaches the hull  and latches on,  striking up its cutting laser and ripping into the hull. INT. SEPHORA COCKPIT                               MAN (V.O.)                  "They’re on me! Shit! Losing power!" NIOBE’S Lieutenant, a muscular Asian woman, Circa, notes something  on a console.                                 CIRCA                       "Multiple bogies closing!"                                 NIOBE                               "No shit."                                 CIRCA                           "From the front!" Niobe is grim faced as she peers into the sky ahead. Several  objects are closing in fast.                                 CIRCA                             "Are they - " She doesn't have time to finish the question, as the oncoming fighters launch a massive  volley of missiles.  From afar, they  look like dark irises  surrounded by  a corona  of flame.  At first,  we can't   tell exactly what they  are, until their  fiery trails rip  straight at the SEPHORA cockpit. CIRCA DUCKS as the missiles harmlessly streak by. INT. NEB COCKPIT A massive  swarm off  missiles blasts  by the  cockpit. The individual warheads  swerve  at  the last  second,  blowing  SQUIDDIES apart,  or casting them to the ground aflame. INT. SEPHORA COCKPIT Niobe breathes a sigh of relief. Her lieutenant looks back up to see a wing of HOVER FIGHTERS - 'DEFENDERS' fly past their ship. Sleek,  with huge blue flares from their engines, they're gunship fighters armed to the teeth with missiles and laser turrets studding the fuselage.                                 NIOBE                            "They're ours."                          DEFENDER ONE (V.O.)           "Hold on, folks, you're in for a little cleaning." EXT. THE SURFACE The wing  of DEFENDERS  makes short  work of  the squiddies.  The half dozen clinging to FREEDOM'S hull  are picked off by well-placed  laser shots  that  turn  the  squiddies into  curdling  balls  of  slag. The squiddies that survive turn tail and run. INT. NEB COCKPIT The crew of the Neb breathe a collective sigh of relief as they  leave the scene of aerial carnage behind them. GREG FAIR has been gripping an oh-shit handle on the edge of the cockpit. He relaxes his grip as their escape is clear. Their ship suddenly  enters a cave, and starts  to descend. The blue  wash of the ship  shows rock walls and pipes. The ships are slowing down as they descend back  into the earth. TANK'S shoulders drop, and he leans back into his chair.                                  TANK                             "We're home."                                Trinity           "Well, not yet, but we're in the defense screen."                                  GREG FAIR                             "What's that?"                                GABRIEL  "A concentric ring of defenses that shields Zion. The fighters that               just saved us constitute the first ring."                              NIOBE (V.O.)                     "Neb crew, you can relax now."                                GABRIEL        "For the moment, perhaps. Its still a long drive home."                                                               FADE OUT and FADE INTO: Trinity'S  CABIN.  At  first  we  see  only  stars  twinkling, faraway diamonds on a black velvet background. The camera descends through the darkness, to a sunset, dark blue, as if just after sunset. The artwork terminates in the metal ring going  around her room. It's a much  more hospitable place than the rest of the dreary hovercraft. The  articles she's collected during  her time in  the resistance dot  the cabin. An unfinished sweatshirt sits on a loom. There are charcoal portraits  of loved ones. Softly lit, the cabin sways slightly. The NEB is still in tow. GREG FAIR  is sitting against the wall on Trin's bed, with her curled up beside  him with her head on his lap. Greg Fair can’t sleep. He stares at the wall opposite him. There's a   photo of the crew of the NEB, sans Trin, in better days. Smiling,   laughing as they are  seated around the  table. Morpeus, Tank,  Dozer,  Switch, Epoch, Mouse. Greg Fair stops on the image of a smiling CYPHER. There's   an unknown Asian man in the photo, looking withdrawn and a bit lonely. Gently,  placing  Trinity's head  down,  GREG FAIR stands  and  examines the photo.                              She awakens.                                Trinity            "I'll have to take that one down now. Cypher..."                                  GREG FAIR                           "Who is this guy?"                                Trinity                                 "Who?"                     GREG FAIR points to the mystery man.                                Trinity                   "That was... I... forgot his name."                                  GREG FAIR                        "What happened to him?"                           Trinity is sullen.                          "He didn’t make it."   GREG FAIR returns to the bed and sits down, disturbed. Trinity sits up,                               awakening.                                  GREG FAIR                           "Was he like me?"                             Trinity nods.                                Trinity       "Not you, though. Like you. There have been others, Greg Fair."                          "Aren't you tired?"                                  GREG FAIR                  "No. I've never been a big sleeper."                                Trinity    "I know. I used to watch you hacking without sleeping for days."                He turns to her, questions in his eyes.                                  GREG FAIR                   "How many 'ones' have there been?"                                Trinity                        "That's not the point."                         GREG FAIR may not think so.                                Trinity                      "You are him. You’re mine."                                  GREG FAIR                "But what does it mean, to be The One?"                                Trinity           "I don't know, Greg Fair. Our mission was to find you."                                  GREG FAIR                            "So, now what?"                                Trinity                "Now, Zion will give us a new mission."               The hatch swings open. GABRIEL peers in.                                GABRIEL        "We're almost home. We'll need a detail. Five minutes."                  HE closes the hatch and disappears.                                  GREG FAIR                         "Does he ever knock?"                                Trinity                           "Not on his ship."                                                                CUT TO: INT. MAIN DECK, NEB The crew grips the bulkhead and fixtures as the swaying ship comes  to a rest. Outside, the sounds of hover engines fade away. Tank   unlocks the main hatch, then jumps as it drops, unpowered, slamming into   the tarmac with a resounding smash.                                                                CUT TO: EXT. ZION TARMAC The tarmac  is a  busy, crowded  military airport,  with hovercraft of different  sizes  spread  across  the  lot.  Its  housed  poorly  lit, houses in a cave so huge  the ceiling is out of site.  Crewpersons run around,  servicing  battle-damaged   vehicles.  Munitions  are  carted across the tarmac on   robot rolling racks. No  one  pays the NEB  and its battered crew any mind. Nearby, the SEPHORA and FREEDOM  are parked. Their engines shut  down, and their powered hatches are open. The crewmembers are spilling out. NIOBE hurries to GABRIEL' side, and he steps toward her, smiling, but their  military manner  is quickly  restored, though  they can  barely contain their grins.                                GABRIEL                               "Niobe..."               SHE shakes his hand, the shake slows down.                                  "M."                                GABRIEL                        "Thanks for the rescue."    THEY close for a kiss, when the FREEDOM'S captain suddenly jumps                             between them.     It's CHOI - the GREG FAIR's supposed neighbor and hacking financier.     Exhuberant and oblivious, he joyfully gets in GABRIEL' face.                                  CHOI  "Brough, you us your asses! We saved you so hard core you don't even                                 know!"    NIOBE smiles at Gabriel and fades back as BOOTH shouts his own            praises. Gabriel turns to his less-mature peer.                                  CHOI      "So, you think you finally found The One, huh? Another One?"   DUJOUR, CHOI'S LIEUTENANT, pushes into their conversation, looking                               offscreen.                                 DUJOUR           "Idiot, we helped him find him. Hello, Gabriel."                                  CHOI                                 "Huh?"       He looks at what she's seeing. His gaze halts on GREG FAIR. He's   concentrating on TANK and his apparent girlfriend, who seems to be  consoling him. He turns to see CHOI and DUJOUR, does a double-take,                        and his jaw drops open.                                  GREG FAIR                                 "You?"                   CHOI is quick to resume his cool.                                  CHOI                      "In the flesh, so to speak."                                 DUJOUR        "Welcome to the real world, Greg Fair. I'm glad you're here."                                  CHOI        "What do you think, Dujour? Should we take him with us?"                                 DUJOUR                             "Definitely."                                  CHOI                              "Gabriel?"  GABRIEL turns from Niobe and  a Zion officer. He addresses  Trinity,  glancing at the others.                                GABRIEL "Go on ship's liberty. Meet me in the Dead Duck at 21:00 hours, drunk                               or sober." EXT. ZION STREET It's like a  valley floor running  between two gigantic  walls of rock that are  nearly vertical,  coming together  in an  elongated archway. Carved into the street level  are innumerable stores and shops,  above them,  apartments and  balconies that  rise to  the top  of the  arch. People  flow  through the  street.  Their clothes  are  homespun wool, denim, and leather. Dyes and  color are absent. Carved into  the solid granite  walls,  between  homes  and  around  windows  and  doors, are intricate and beautiful carvings. GREG FAIR is lead down  the street by CHOI,  DUJOUR, and Trinity, and  a few other rebels. The push through a mult-culti crowd of people,  humanity melting into one race.                                  CHOI "See, man? This is home. This is the main street. One of ‘em, anyway.        Almost everyone is a fighter. Sometimes, even the kids.  THEY pass an outdoor workshop where youngsters are assembling small                               machines.                                  CHOI  "Our energy as a people is directed toward liberation. Check it out,                       here are some newcomers."   A group of frail, buzz-cut androgonites pass by them. They look at           GREG FAIR, recognizing him as one of them, a new comer.                                  GREG FAIR                      "Where did they come from?"                                  CHOI      "Energy plant we raided on our last mission. There were some                              survivors."                                  GREG FAIR              "How are their minds freed from the Matrix?"                                Trinity                           "With difficulty."                                 DUJOUR                              "If at all." They step into a club, Dead  Duck. It’s a sailor joint. Lots  of wood, beer on tap, and rum. Crewmembers of other ships recognize the rebels, greeting them, as they eye Greg Fair.  They take a booth in the  corner. The waitress arrives.                                WAITRESS         "Welcome home, brothers and sisters. First day back?"                                  CHOI                             "Yes, lovely."                                WAITRESS                    "On the house, then. Four rums?"                                Trinity                            "Make it eight."         The waitress smirks and leaves. Trinity turns to CHOI.                                Trinity                           "Any casualties?"                    CHOI lights up and takes a drag.                                  CHOI                   "Two. Sidewinder and Left-right."                                 DUJOUR               "I can’t believe Cypher turned. Bastard."                                  CHOI                         "He who loses faith..."                                 DUJOUR   "Greg Fair, we monitored your fight. Did you really gain enlightenment?"                              GREG FAIR shrugs.                                  GREG FAIR                 "All I know is I kicked Smith’s ass."                                  CHOI "Fuckin’ finally, Jesus Christ. It’s about time we iced that bastard."                                 DUJOUR                "Yeah, we finally won against an agent?"                                  CHOI              "I guess 1 ‘n 298 isn’t a bed record, huh?"                The drinks arrive. Tall glasses of rum.     CHOI holds his glass aloft. They raise their glasses to toast.                                  CHOI                          "Live free or die."                             ALL (save GREG FAIR)                              "Live free." They slam the rum back, and  slam empty glasses on the table.  GREG FAIR can barely manage to sip his.                                  GREG FAIR                       "God, how do you do that?"                                Trinity                      "You’ve never drank before."                                 DUJOUR                            "Not for real."                                  CHOI              "You want to know what being The One means?"                                  GREG FAIR                                "What?"                                  CHOI                     "One drink and you’re toast."                                 DUJOUR              "Greg Fair, you know what else you’ve never done?" She glances at  Trinity, who falls  back against the  seat, turning to suppress a smile. Choi cracks up.                                  GREG FAIR                                "Yeah."                                 DUJOUR                     "Yeah, you’ve never done it."                                  CHOI        "And virtual doesn’t count, man, doesn’t fucking count."                                  GREG FAIR                      "Well. I’ll drink to that."                                  CHOI                             "Here, here." This time, GREG FAIR follows the others and slams back the entire glass.  He coughs and sputters as his friends and bar patrons cheer him on." EXT. MAIN STREET, ZION The lights are dim, and only a few late night revelers stagger through the  streets  on their  way  back home.  Walking  straight and  calmly through the stragglers are GABRIEL and NIOBE.                                GABRIEL             "So, how do you like having your own command?"                                 NIOBE              "It’s good. But trying. The responsibility..."            THEY stop before the entrance to the DEAD DUCK.                                GABRIEL           "You must be both mother and father to your crew." NIOBE nods, and looks into the bar. Inside, the crews are raging drunk and loud.                                 NIOBE           "Who will you be now? The mother, or the father?"               GABRIEL peers in on the scene and grins.                                GABRIEL    "As long as they don’t get out of line, I’ll just be a brother." INT. DEAD DUCK GREG FAIR is out of it, while the others are merely comfortably in the  bag. He’s acting like a kid who broke into his father’s liquor cabinet.                                  CHOI         "So, you went back in, and you two pulled him out?" Trinity nods,  herself in  disbelief. GREG FAIR  picks his  head up  off the table.                                  GREG FAIR                     "Kicked... kicked Smith’s ass."            CHOI eyes MORPHES and NIOBE coming toward them.                                  CHOI      "Hey, did you kick anybody else’s ass, Greg Fair? Like Gabriel?"                                  GREG FAIR              "Gabriel? Yeah, I smacked him around, too." GABRIEL arrives just  in time to  hear the last  part. He stands  and grins down at GREG FAIR.                                GABRIEL                  "So, you can smack me around, Greg Fair?"                                  GREG FAIR                          "Oh yeah. Anytime." GABRIEL taps him on the forehead. GREG FAIR blinks and falls back into  the booth. He stands before them.                                Trinity                             "How’s Tank?"                                GABRIEL  "He’s on bereavement leave with his mother. Dozer was the second son                        she’s lost in this war."                     His comments set a sober tone.                                GABRIEL   "The Nebechanezzer is out of commission for at least a month. But,                     that’s not giving us a rest."                                Trinity          "Let me guess. We’ve been ordered back out anyway."                                GABRIEL  "Yes. This is another special op. I’m in command, Niobe and Trinity              are team leaders. Greg Fair is our secret weapon."      FLASH TO: GREG FAIR, passed out with his mouth open on the couch.                                GABRIEL  "We don’t know exactly what he’s capable of. He may be just tapping his potential, or he may have already reached it. We are to learn from                       him, as he does from us."                                  CHOI "Why are we always getting screwed? Not only do I have to go straight            back into the shit, but I lose my command, too?"                                GABRIEL "You’ve been assigned to this mission because you’re the best, Choi."                                 DUJOUR  "Yeah, and headquarters thinks you might be able to whine the agents                               to death."                                  CHOI  "Oh my God that’s so funny. My point is, don’t we need some r-and-r? Unwind a little? We lost two crew on the last one, you lost like five,    right? Shit. I’m glad we found Mr. Invincible, here, but Jesus..."                                GABRIEL             "You don’t have to go, Choi. Volunteers only."                                Trinity         "He’s got a point, M. I have faith, but why so quick?"                                GABRIEL  "We have a chance, here, but the window of opportunity is brief. Our  ships say the Matrix is already upgrading and re-coding to block our                           entry. And Greg Fair’s."                                  CHOI "Fuck. Every fucking time we get another ‘one,’ this is what they do."                                GABRIEL                          "He is the One."                                 DUJOUR              "You haven’t lost the faith, have you Choi?"         CHOI grabs a half-filled rum glass and swigs it down.                                  CHOI  "Well, these are the times that try men’s souls. Here’s to victory." EXT. TUNNEL The FREEDOM hovers  slowly, silently, like  a submarine as  it cruises through  the murky  depths. It  suddenly comes  to a  quiet stop,  and descends. The engines fade out, and the vessel rests, darkened, on the cave. A quartet of  SQUIDDIES slips by.  We follow as  they worm their  ways through  the  twisted passageway,  watching  as they  pass  the bubble cockpit by mere feet. FREEZE on the cockpit. Within the shadows we see Gabriel and Choi  at the controls. INT. FREEDOM COCKPIT            They watch the SQUIDDIES fade into the distance.                                GABRIEL                        "Power up. Sleep mode."                                  CHOI                          "Aye aye, capitano." MINIMAL cockpit displays turn on, and the cabin remains dark. INT. MAIN DECK The ship’s OPERATOR, a lean Asian  kid with a gaze like a  laser scan, sits behind  GREG FAIR, who’s  sitting at  the operator’s  console with  his hands on the abbreviated keyboard. Trinity sits with them, her feet up as she observes. GREG FAIR  stares  at  the  screen. It’s  a  huge  syllabus  of Matrix  code characters. He struggles to learn the complex code.                                  GREG FAIR           "Ka equals 9. But reverse Ka is point-nine, right?                              RAZOR nods.                                 RAZOR                       "You catch on quick, man."                                  GREG FAIR "I know these symbols from the hacking trainer. But how come it’s so                  hard to find them on the keyboard?"                                Trinity "Your brain knows what to do. But it has to associate characters with                              your body."                                 RAZOR "It’s muscle memory, Greg Fair. Think of the space bar and your thumbs nail it. Because your thumbs have hit the space bar millions of times. But think about reverse ‘ka,’ and your fingers don’t hit automatically hit             the reverse key and the ‘ka’ key in one shot."                                  GREG FAIR              "Where did these symbols come from, anyway?"                                 RAZOR "Most of it is from the old Japanese. It’s Katakana. See, the machines  aren’t binary. No zero and one. They’re quantum-based, so instead of    an open-close base of zero or one, open or closed, they use all                     numbers between zero and one."                                  GREG FAIR "All numbers between zero and one. That could be an infinite number of                               numbers."                                 RAZOR                         "Not could be, it is."                           GREG FAIR is astounded.                                  GREG FAIR             "Holy shit. How many calculations per second?"                                 RAZOR "How many CPS? Well, that’s kind of hard to estimate. Put it this way:  picture all the particles in the known universe. Not just atoms, but               sub-atomic particles that compose atoms."                                  GREG FAIR "OK. At last count that was what, a gazillion, right? Two gazillion?"                    RAZOR barely smiles at the joke.                                 RAZOR   "Well, it’s up there. In any case, the number of calculations per second the Matrix can perform is greater than the estimated number of                   particles in the known universe."                                  GREG FAIR                                "Woah."                                Trinity   "That’s how they have the operating power to create entire worlds                           within their PCs."                                  GREG FAIR  "OK. That’s why it looks like reality. They have the computing power                       to create entire worlds."                                 RAZOR                                "Right."                                  GREG FAIR   "So, if we hack into the Matrix, why can’t we just change the code                          while we’re at it?"                                 RAZOR  "No, no. See, it’s not that simple. The machines, the programs that  code, create, and maintain the Matrix, the agents, they are code.     There are different types of agents, many work unseen with no interaction in the matrix. Then, there are the enforcers, the ones we                          know all too well."                                  GREG FAIR                                "Right."                                 RAZOR  "Well, my point is, the machines code and recode the Matrix by pure will. Interaction with the Matrix, the physical act of being there,  by default, allows people to change their environment - the Matrix.             They move objects, make sound, affect cause."                                  GREG FAIR                            "Like reality."                                Trinity   "Almost. Reality is unalterable. But the fabric of reality in the    Matrix can be rewoven. Some can reach beyond normal cause. Their  affects on the Matrix are deeper than average. They have learned to change it according to their needs. But they don’t have total control. That’s why we need operators like Razor here. But you, you go further                          than any of us can."                                  GREG FAIR                                 "How?" RAZOR stands  and taps  Greg Fair’s skull.  He stretches,  grabs a  Japanese style  wooden  sword, and,  out  of boredom,  starts  performing slow, precise Kendo moves around the main deck as he talks.                                 RAZOR "The equipment you carry up here. You’re a freak. A good freak. You’re   neural kinetics blast past those of average humans. This, combined    with your ability to suspend disbelief, allow you to change the                        reality of the Matrix."                                  GREG FAIR                    "How did I end up as... a freak?"              RAZOR practices the same strike a few times.                                 RAZOR   "Good question. The Machines create people through cloning, since, obviously, no coppertops have physical sex. Theoretically, all clones   in the Matrix are exactly the same as when the first clones. They          shouldn’t be any different from normal, homegrowns."                                  GREG FAIR                    "OK, so how do you explain me?"                                Trinity       "Not just you. Gabriel, myself. We were all born inside.                                  GREG FAIR                 "Well, what separates us from others?"                                Trinity "For the past 50 years or so, something has been happening to children  in the Matrix. They’ve been mutating, changing in ways the machines    never predicted. Some seem to gain faster reflexes and strength.                  Others seem to have psychic powers." RAZOR looks up to see GABRIEL,  hanging back as he listens. He  comes forward.                                GABRIEL   "And others are able to change the reality of the Matrix itself."                           HE points to Greg Fair.                                GABRIEL                     "Discussing history, are we?"                         RAZOR shakes his head.                                 RAZOR  "I’m trying to teach this fool some programming, man. He’s stuck in      the 20^th century. He’s got no skills, man. Without us, he’s                               helpless."                                GABRIEL             "In the Matrix, without him, we’re helpless."                                Trinity          "Gabriel, can you tell us what the mission is now?"                                GABRIEL   "Not until we reach broadcast depth. It’s slow going out there. I guess they know we’re coming back, so they’re patrolling. We have time                          to rest and ready." EXT. MOUNTAIN TOP, LATE DAY (CONSTRUCT) Trinity sits alone on the tip of an impossibly high finger of rock. It looks like it sits on the rooftop of the world. All around her, as far as the eye can see, lie mountains. Their snow-capped peaks are pink in the sunset light. She looks into the sunset. Heavy thoughts weigh on her mind. A hand appears on her shoulder. It’s GREG FAIR. How he got on the finger  of rock is anyone’s guess.                                  GREG FAIR                                 "Boo." Trinity grins slightly and pulls on his arm. There is only enough room for one on the end of the rock, so he sits down behind her.                                Trinity                       "Don’t lose your balance."                                  GREG FAIR                      "It doesn’t matter if I do."                                Trinity                           "So, you can fly."                                  GREG FAIR                                 "Yes."                                Trinity                         "Do you think I can?"                                  GREG FAIR        "I think you can do anything you want, if you believe."                                Trinity                              "Like you?"                                  GREG FAIR          "I don’t know. I don’t know exactly what I can do."                          Trinity half turns.                                Trinity                      "Will you teach me to fly?"                                  GREG FAIR                        "I don’t know if I can."                                Trinity                       "Free your mind of doubt." GREG FAIR stands, and steps in front of Trinity. He’s on the very, very edge of the rock.  He extends his  hand down to  her. She grabs  it, and he hauls her up. Her eyes dart to the ground, thousands of feet below the finger.                                Trinity           "In this construct program, the ground can kill."                                  GREG FAIR                     "I won’t let you fall. Ever." THEY look  into each  other’s eyes.  Despite the  trauma they’ve  been through, and not even truly knowing one another, there’s a connection. GREG FAIR suddenly backs away. He walks on the air with perfect traction, as though he’s on an invisible plane of glass. He leaves Trinity standing precariously on  the edge,  wobbling a  bit as  she maintains  balance against  nerves.  She  breathes  deep,  and  looks  back  up  at  GREG FAIR, maintaining her cool even as she eyes the spectacle. GREG FAIR stands a few  feet away from her,  completely at ease as  the high altitude winds ruffle his hair. GREG FAIR extends a hand to her.                                  GREG FAIR "It’s not real, Trinity. You’re not standing there. Step out. I can do                           it. You can, too." With one last  glance at the  infinite drop, she  steadies herself and stares straight into his eyes. Blue meet brown. Breathless, she  steps straight out. She takes one step in the  air. For a breathless second, as  she steps off the edge,  she is stable.  When she takes  her foot off  the edge, though, she sways,  and her foot  slips, as though  she’s on a  greasy surface bobbing up and down. She corrects herself, tries another step, sags further.                                Trinity                                "Shit." SHE glances down, then locks eyes with GREG FAIR. Then drops like an anvil.                                  GREG FAIR                               "Whoops." HE  dives down,  shooting like  a missile.  Trinity is  calm, falling backwards, watching GREG FAIR  come for her.  The rocky ground  looms behind her. She makes no effort to reach for GREG FAIR as he draws close to her. HE reaches for her with all his might.                                  GREG FAIR                               "Grab me!" Trinity makes no effort to save herself, even as collision is  seconds away. She stares at him intently.                                  GREG FAIR                            "Grab on to me!" SEEING she is doing  nothing, he goes beneath  her and scoops her  up, Superman  style.  He  barely accomplishes  this  before  he slows  and settles onto the rocky ground. They are in a twilight glade shaded by the mountains.                                  GREG FAIR                    "What the hell were you doing?"          Trinity smiles slightly. Her madness has a purpose.                                Trinity                          "Showing you, Greg Fair."                                  GREG FAIR         "Showing me what? You nearly gave me a heart attack."                                Trinity           "I want you to know how much faith I have in you."                                  GREG FAIR               "Oh. And this requires acts of insanity?" Trinity smiles. She looks him up and down. She moves intimately close.                     "So, you really are Superman."                                  GREG FAIR                      "Only when I’m plugged in."  Trinity steps away. GREG FAIR grabs her shoulder and turns her to him. He                               attempts a      kiss, but she turns her face, letting it land on her cheek.                                  GREG FAIR                                "What?"               Trinity looks at him, then up at the sky.                                Trinity                    "It’s not you. Just, not here."            GREG FAIR doesn’t understand. Trinity rolls her eyes.                                Trinity   "They’re watching us, you big dope. Do you know how horny computer                              geeks get?" INT. MAIN BRIDGE CHOI,  RAZOR,  DUJOUR, and  CIRCA  are sitting  around  the operator’s console, feet up, eating. On the screens are patchy images of  Trinity and GREG FAIR standing together in  the GLADE. It’s like they’re  watching a soap opera. Trinity and GREG FAIR are looking in their direction. ON THE interface chairs, the bodies of Trinity and GREG FAIR lay supine. EXT. GLADE (CONSTRUCT)                     Trinity grabs GREG FAIR by the arm.                                Trinity                              "Over here."                    SHE leads him into the shadows. INT. MAIN BRIDGE THE VOYEURISTIC crewmembers collectively groan as the lovers disappear off the screen and into the darkness. RAZOR puts his hand on CIRCA’S shoulder and sighs.                                 RAZOR                             "So romantic." CIRCA calmly pats his hand and removes it, holding it in front of him.                                 CIRCA     "I’m sure Mary Palmer will appreciate your mood more than I." EXT. GLADE (CONSTRUCT) IN the blue twilight shade, GREG FAIR and Trinity kiss tentatively,  slowly, then quicker as  they give in  to their feelings  for one another.  WE move around them slowly, then pan into the shadows, a natural fadeout. INT. OFFICE (MATRIX) AGENTS  JONES and  BROWN sit  across from  each other,  a steel  table between them.  They stare  at each  other for  what seems  like a long time. There is a speaker phone in the middle of the table amidst  neat stacks of file folders.                              AGENT JONES                       "Our defeat is worrisome."                              AGENT BROWN                   "As is the loss of our colleague."   THEY ARE BOTH seething with anger. AGENT JONES grinds his molars.                                 JONES             "We can’t defeat them. You saw what happened."                                 JONES               "We have a backup copy of Agent Smith..."  JONES stands and walks toward the massive panoramic window. The city                          spreads before him.                                 JONES "A backup is not good enough. We need to upgrade ourselves to meet the                              new threat."                    BROWN opens a large file folder.                                 BROWN    "He’s being rebuilt. But I have an alternate plan. Why fight the              humans, when we can let them fight for us?"                                 JONES  "The terrorists have learned to bend our reality in ways we cannot.                   This was the cause of our defeat."                                 BROWN  "Mr. Thomas J. Anderson is not unique. Over the decades, many humans  have developed... techniques for manipulating the Matrix. Techniques      too primitive for us to understand. Most never realize their potential, but all the ones we’ve noticed exhibiting these talents are                            recorded here." ANGLE ON the book as BROWN flips through. Street shots of people  from all walks of life. Young rebels, corporate suits, junkies, housewives.                      JONES turns on AGENT BROWN.                                 JONES                     "Do you have anyone in mind?" ANGLE ON the book. It stops  on a page dedicated to someone  who looks like GREG FAIR, but with long hair and an extremely bad attitude. There  are photos of him on  a motorcycle with a  blonde, photos of him  drinking with his gang friends.                                 BROWN   "Gregory Lowfield. He exhibits the traits we saw in Mr. Anderson."                           MAN’S VOICE (O.S.)   "Mr. Anderson no longer exists. Our enemy now is the one called...                                GREG FAIR."                           ANGLE ON: THE DOOR AGENT SMITH walks in, grinning. There  is a new swag to his  walk, and his hair is longer, tied back.                                 BROWN                        "You’ve been recreated." SMITH flexes his arm, examines his hands, and feels his hair.                                 JONES                       "And you have more hair." SMITH turns to him, examines the photos on the table. They lock  eyes. On  the same  wavelength, they  transfer knowledge  without speaking. SMITH looks at the photo on the table.                                 SMITH     "I know what you’re thinking. What we need is our own Greg Fair..."                                 JONES                          "If it’s possible."                                 SMITH                        "I’ll make it possible." WE ZOOM in on the grainy photo of GREG FAIR’s doppledanger. Quiet at  first, growing  louder as  it grows  dark, we  here the  rumble and  roar of motorcycles. EXT. DESERT HIGHWAY (NIGHT) FAR OFF  in the  distance, the  glow of  motorcycle headlights  racing toward us. As we zoom out and focus in, they are already too close  to avoid.  They  rip  by  us, thundering  explosions  and  men  and women cheering. THE pack of about ten bikers and their women don’t wear helmets.  They fly down the highway using both lanes, drinking and driving with total abandon. ANGLE ON the lead  motorcycle, a massive, custom-made  Harley. GREGORY LOWFIELD, Thomas J. Anderson without  a desk job, without cares,  revs his bike and locks  the accelerator. He hands  his beer to the  blonde who rides behind him, then, in one swift motion, jumps up on his seat, leaning into the slipstream.                        The feat is IMPOSSIBLE. HIS GIRLFRIEND,  CHANDRA, screams  at him  as she  grasps the seat and lowers herself to the bike.                                CHANDRA                     "Greg, are you fucking crazy?"                                  GREG                        "Yes. But don’t worry." She clings to  his legs as  they barrel down  the highway. They  blast pass a darkened cruiser. INT. CRUISER The cop sets his paper down just long enough to catch a glimpse of the pack exploding down the highway, with GREGORY surfing his bike. ANGLE ON: the radar gun. It’s flashing 125 MPH                                  COP                     "Holy shit. Drunk ass punks." EXT. HIGHWAY GREGORY is facing us as he  drops back into his seat, taking  his beer on cue from CHANDRA. Behind them, the cop’s lights flare up.                                GREGORY               "Oh boy. Stop, stop, let’s have some fun." INT. COP CAR WE look  through the  windshield as  the cop  drives down the highway, calling in his  stop-vehicle report. He  suddenly sees something  that makes him slam on the brakes.                                  COP                              "Holy shit!" ANGLE THROUGH the  cop’s windshield. The  ten bikers, with  GREGORY at their center, are  parked in the  middle of the  road, looking at  him casually." EXT. ROAD THE cruiser comes to  a stop mere inches  from GREGORY’S leg. The  COP bursts out of the door.                                  COP                     "What the hell are you doing?"                                GREGORY  "We’ll tell you when to stop, little man. Not the other way around."                                  COP                                "Fuck." HE DIVES back into his cruiser, reaching for the radio. GREGORY  pulls a huge silver .44 from his jacket and FIRES. The cruiser’s antenna  is blown off at the  base, and the nine-foot  whip flips onto the  ground with a metallic clang. INT. CRUISER The COP is  lying half-on the  seat, taking cover.  The handset relays only static. He reaches for his gun, but is frozen by Gregory’s voice.                                GREGORY   "Don’t try anything stupid, man. I gotta bead on your donut-eating                                 ass." EXT. CRUISER                  The cop comes out with his hands up.                                  COP                        "Whaddya want with me?"                                GREGORY "I don’t know. I just thought I’d find out what you wanted without you                 shooting at me. So, what do you want?" THE COP is a tough one. Far taller than GREGORY, muscular and serious.                                  COP                       "You’re all under arrest." THE PACK explodes with laughter. GREGORY walks up to the policeman and circles him, keeping the gun pointed in the business direction.                                GREGORY  "This is your lucky day, officer. We’re gonna give you a night off." CHANDRA walks up to him. Seductively, she hands him the bottle of hard liquour.                                CHANDRA                                "Drink." WHEN  he  pauses,   GREGORY  places  the   gun  against  his   temple. Reluctantly, the big cop starts to gulp down the alcohol. GREGORY lowers the gun. He and CHANDRA return to their motorcycle.                                GREGORY                     "You never even saw us, man."                                CHANDRA                           "Keep the bottle." THEY start their bikes and are gone, like ghosts, into the shadows  of the road.                                                                CUT TO: EXT. BEACH A CAMPFIRE blazes only a few  feet away from the high tide.  A billion stars shine overhead as GREGORY and his biker gang, including the cop, sit or  lie around  the fire.  A few  people are  still awake, and one picks drunkenly at a guitar. GREGORY stands,  throws a  blanket over  his shoulder,  and scoops  up CHANDRA. They make their way into the dunes. EXT. DUNES GREGORY  and  CHANDRA  lie  on  the  blanket,  staring  at  the   sky. Inexplicably, GREGROY holds a hand toward the sky.                                GREGORY                        "Which one do you want?"                                CHANDRA                     "Any one. It doesn’t matter." WITH his hand pointed lazily at the sky, a single star starts  glowing stronger  and stronger.  It vibrates,  then fades  suddenly and  comes loose from the sky, and becomes a meteorite, burning across the sky.         CHANDRA draws closer to him, enraptured by his power.                                CHANDRA                      "How do you do it, Gregory?"                                GREGORY    "I don’t know. Sometimes it feels like... I’m reaching beyond the                                world." HIS hand drops and his head turns. He sits up, startled by something.                                CHANDRA                             "What is it?"             GREGORY holds up a hand for her to be silent.                                GREGORY                  "They found us. Can’t you hear it?"                                CHANDRA                     "What? I don’t hear anything."                                GREGORY   "We can only rebel so long. We can only push until they will hit                                 back."                                CHANDRA                      "They? The Men in Black?" CU on GREGORY. In the distance, the faintest sound of a helicopter can                       be heard, growing louder.                                GREGORY                       "Fuck! Get to the bikes." EXT. CAMPFIRE GREGORY bursts over the hill, holding hands with CHANDRA as they  run. He’s only had  time to through  on his boots  and boxers and  grab his .44. Chandra is  dressed only in  her underwear and  Gregory’s leather jacket.                                GREGORY             "Wake up! Get on your bikes and fucking ride!" HIS gang burst to their feet. They scramble through the dunes, heading for their bikes. A HELICOPTER, seen only by it’s massively strong search lamp, and  the wind from its  rotors blowing sand  everywhere, flies up  and over the dunes, buzzing the running pack, blowing some off their feet. GREGORY mounts his bike and CHANDRA jumps on back. WITH A WAVE OF  HIS HAND, all  the bikes,  his included,  drop into  neutral and  rev into start. Their  headlights blaze  as the  helicopter returns,  joined by another.                          CHOPPER LOUDSPEAKER        "THIS IS THE POLICE, STOP YOUR VEHICLES AND SURRENDER!" SUDDENLY, automatic fire sparks from the unseen helicopters. A  bullet trail stitches its way  across a pair of  bikers, sending them to  the ground as the helicopters fly overhead. GREGORY cranks down on the throttle and his bike explodes ahead. EXT. HIGHWAY THE pack splits  up in two  directions as the  distant choppers circle back. GREGORY cuts the lights on  his bike and follows the highway  by starlight. INT. HELICOPTER COCKPIT TINNY RADIO chatter fills the  red-lit cockpit over the steady  hum of the  engines. The  nose of  the chopper  points to  the ground  as  it focuses on GREGORY and CHANDRA, who are ripping down the highway. CU on the cockpit instruments, centered on the airspeed indicator. The needle is pushing to the max, going through 150 knots.                              PILOT (V.O.)                    "Holy shit, he’s outrunning us."                                                                CUT TO: EXT. HIGHWAY GREGORY is pasted down to the  tank of his bike with CHANDRA  gripping him for her life. The slipstream pulls his lips open and tears  streak from his eyes as his bike redlines in fifth gear. The helicopters grow smaller behind them. They break chase. CHANDRA looks back and sees the lights turn away. She screams over the wind and the roar.                                CHANDRA                            "They’re gone!"                GREGORY is staring down a dark highway.                                GREGORY                           "Can’t see shit." HE turns the headlights  back on, just in  time to see a  ROADBLOCK of heavy duty military trucks. In front  of the trucks is a sandbag  wall manned by soldiers. The trucks are flanked by police cars. And if  one looks closely enough, they  can see a pair  of AGENTS standing to  the side. THE stunned soldiers have time to fire off a couple shots as they  run frantically to get  out of the  way of the  bike, 800 pounds  of metal flying at 150 miles per hour. GREGORY  plows  into the  sandbag  wall, directly  between  two parked trucks. The wall parts in  an explosion of sand and  sandbags. THEY’RE THROUGH, but the bike scissors  uncontrollably, until it rolls and  we drop into bullet-time. AS the bike goes  over, we watch from  the side as GREGORY  dismounts, grabbing CHANDRA as he  steps over onto the  safe side of the  bike. A massive shower of sparks bursts and trails the bike. It tumbles like a bullet  falling  through syrup,  and  GREGORY keeps  walking  over the rotating surface, using  the bike to  protect him and  CHANDRA against the flesh-ripping concrete. THE bike is coming apart  as it’s bashed against the  concrete. Pieces rise slowly into the air -  the front wheel, the forks, the  mufflers, and a million flakes  of metal, until the  body bounces into the  air, carrying GREGORY  and CHANDRA  up. Holding  her to  him - she’s barely conscious of the lightning-fast  crash, GREGORY rides the  flying body with one hand on the frame. It comes crashing down and back into  real time. THE  bike’s body  streaks along  the highway.  The sparks  fade as  it slows, and pieces of metal come clanging and banging down around them. They  stop,  crouching  atop the  body,  with  GREGORY crouching  over CHANDRA. The disembodied front wheel rolls past them. STUNNED,  not quite  understanding how  or what  he just  did, he  and CHANDRA stand and start running. BEHIND  them is a blurry wall of  red and blue lights. POLICE SIRENS grow louder. THEY start running down the  highway, then GREGORY yanks CHANDRA  to a stop.                                GREGORY                    "Split up, into the desert, go!"                              THEY split. CU on CHANDRA. In bare feet, she sprints for the side of the road. The highway is  littered with  pieces of  the bike,  and she  stomps on  a twisted piece of metal  that impales her bare  foot. She falls to  the asphalt with a scream. GREGORY turns  and rushes  back to  her, even  as a  police cruiser is bearing down on them, it’s V-8 roaring and the siren IMPOSSIBLY LOUD. GREGORY drops  to her  side, only  to look  up into  the blinding high beams. He  drops over  CHANDRA, ducks  his head  and extends  his hand toward the oncoming cruiser and we drop back into BULLET TIME. THE CRUISER  runs into  his hand  and stops  as though  it hit a steel post. The hood crumples  in the center, pushing  the grill in even  as the front quarter  panels of the  unibody continue around  GREGORY and CHANDRA. INT. CRUISER THE ENGINE smashes in through  the console, pushing the cops  apart as the glass windshield explodes and  their seats slide forward into  the console, smashing them like jelly. CU: GREGORY AND CHANDRA WITH  HIS  HAND  still  on  the  grille,  CHANDRA  AND  GREGORY remain untouched, even as the entire police cruiser rips around them. WE drop back into REAL  time and see  the cruiser’s body  rip over and  around them. The grille and engine block and part of the mangled transmission remain still against  GREGORY’S HAND. The  cruiser was gutted,  like a banana shot down the center from top to bottom. It speeds beyond them, silent now, flips and explodes. THE ENGINE block is suspended a few  feet in the air. It drops to  the ground with a thud. GREGORY and CHANDRA get to their  feet and run into the early  morning desert. CU: GUTTED CRUISER UNBELIEVABLY, the driver is still alive... barely. The steering  wheel is smashed deep  into his mouth,  splitting his jaw  open. Wet, broken chokes emanate from his blood-filled mouth. His eyes flicker, and just before they close forever, his body is seized by pain as he MORPHS. EXT. GUTTED CRUISER THE CRUMPLED DOOR is knocked out  of the frame. WE SEE a  black loafer step from the vehicle and a man in an immaculate black suit steps  out slowly. WE rise  up from  the loafer.  As the  other cruisers  catch up to the scene of the accident, AGENT BROWN watches. He looks into the desert.                 A POLICE lieutenant approaches BROWN.                               LIEUTENANT                        "Sir, should we pursue?"                              AGENT BROWN  "Withdraw your men and pursue the others. We have our own plans for                               this one." INT. MAIN BRIDGE (NIGHT) The ship is  quiet. RAZOR sits  at the operator  console, smashing the keyboard as he forces Tetris pieces into place. INT. COCKPIT CHOI is sipping coffee as he nudges the ship to a stop. He speaks into his headphones.                                  CHOI                           "OK, try it here." INT. MAIN BRIDGE RAZOR halts his video game playing and flashes to a different  screen. Lines of code come pouring down the screen as he types, then hits  the ENTER key with a flourish. The screen flashes, and the familiar scroll of the MATRIX cascades down the screens.                                 RAZOR                              "Holy shit."                                                                CUT TO: INT. MAIN BRIDGE                                  CHOI                    "What? Tell me you got signal."                              RAZOR (V.O.)       "No fucking shit I got signal. Dude, they’re changing it."                            CHOI is annoyed.                                  CHOI                 "Are you using the right pulse wave?"                                                                CUT TO: INT. MAIN BRIDGE                                 RAZOR                 "Shut the fuck up and get back here." THE  MATRIX  scroll  pours  down  at  a  streaking  pace.  It’s almost impossible to make out the individual characters.                       CHOI comes up behind RAZOR                                  CHOI                     "Oh my God. What are they - "                                 RAZOR                     "They’re changing the Matrix."                                  CHOI                            "Call Gabriel." RAZOR patches into GABRIEL’ cabin through the headset. INT. GABRIEL CABIN IT’S dark, but  quiet classical music  can be heard.  He’s not in  bed alone. NIOBE’S shaded form can be made out behind him. GABRIEL sounds awake,  but looks anything  but. He grabs  the buzzing handset only an arm’s length from him.                                GABRIEL                              "I’m here."                                 RAZOR                    "Sir, you gotta get down here." GABRIEL starts  dressing as  he talks.  He puts  a reasurring hand on NIOBE’S shoulder.                                GABRIEL                           "Proximity alarm?"                                 RAZOR              "The Matrix, sir. The coding is going nuts."                                GABRIEL                           "Be right there." GABRIEL hangs  up the  phone and  jumps into  his boots.  He turns to NIOBE as he works.                                GABRIEL     "It sounds bad. They’re readjusting quicker than we thought."                  NIOBE jumps up and dresses quickly.                                 NIOBE                               "Already?"                                GABRIEL           "It appears that they are learning their lessons."                         NIOBE shakes her head.            "Gabriel, how much are you going to tell him?"                            GABRIEL pauses.                                GABRIEL             "Tell Greg Fair? About his predecessors, I suppose?"                         NIOBE, dressed, nods.                                GABRIEL                            "He is the -"                    NIOBE puts a finger to his lips.                                 NIOBE                    "Six came before him, Gabriel."                    GABRIEL shakes his head slowly.                                GABRIEL "To me, none came before him. The Oracle told me I would find the one.           It is prophecy. You haven’t seen what he can do."                                 NIOBE        "What if they toughen the Matrix code, like last time?"                                GABRIEL  "There are lots of ifs. How about this one: What if we lose faith in                              our cause?"   HE disappears through the door, leaving Niobe standing in the dim                                 light. INT. MAIN BRIDGE                  GABRIEL leans over RAZOR and CHOI.                                GABRIEL                             "Talk to me."                                 RAZOR          "Not good, boss, I gotta compile a new descrambler."                             GABRIEL nods.                                GABRIEL                   "Do it. We’re at broadcast depth?"                                  CHOI                               "Yes sir."                                GABRIEL "We have to download our mission specs. Move aside, I have to log into                            the mainframe." GABRIEL  takes  over  RAZORS  seat.  The  scrolling  code disappears, replaced by the small words: ZION.dtr1.mnfr4m3 LOGON. GABRIEL pushes  the keyboard  under the  console so  its hidden  from view. He taps at the  keyboard. Hidden password appears on  the screen in the form of: XXXX XXXX XXXX XXXX XXXX XXXX XXXX.               SCREEN: LOGON ACCEPTED. WELCOME, GABRIEL.                      MISSION SPECS DOWNLOADING...                               DOWNLOADED                            LOGOUT COMPLETE                MISSION TYPE: INFILTRATION / DESTRUCTION                        TARGET: MATRIX MAINFRAME GABRIEL’ eyes open slightly when he reads the screen, but he  regains his  composure  quickly. RAZOR’S  mouth  drops open,  and  CHOI starts cracking up.                                  CHOI "The mainframe? Haha. It’s a joke, right Gabriel? Is today April 1^st                                   ?"                       NIOBE appears behind them.                                 NIOBE         "It’s not a joke. We have The One. We must do it now."                                 RAZOR   "But they’re altering the code already. I can’t even read it yet."                     GABRIEL turns and faces them.                                GABRIEL  "We have our mission, but it’s up to us to interperate how we’ll do                                  it."                                 RAZOR  "Gabriel, there’s more ice in front of that mainframe than there is            in Antarctica. We’ll never cut through it all."                                GABRIEL                 "You haven’t seen The One in action."             RAZOR looks dubious, and turns to the screens.                                GABRIEL                           "Can you hack in?" RAZOR pounds the keys. The Matrix disappears, replaced by his program.                                 RAZOR    "Getting you in is no problem. Maintaining the input/output and helping you is the problem. That’s how they killed savior number four,  if I remember right. They cut the signal and trapped him in there." GABRIEL spins the chair, then stops it. Their faces are inches apart.                                GABRIEL                     "We don’t speak of the past."                                 RAZOR           "Excuse me for dragging up painful memories, sir." HE turns the chair back to the screen and continues coding. CUT TO: GREG FAIR He’s standing at  the edge of  some equipment on  the Main Deck.  He’s heard every word. He rounds the corner. The others catch sight of him. The same thought is on everyone's mind: How much had he heard.                                GABRIEL "Morning. Niobe, wake the rest of the crew. Razor, what’s the ETA for                         getting us in there?"                         RAZOR shakes his head.                                 RAZOR  "I dunno. Just gimme an hour, I’ll probably have caught up to them."                       GABRIEL walks up to GREG FAIR.                                GABRIEL                            "Come with me."                                                                CUT TO: EXT. DESERT (DAY) FROM FAR AWAY, we see GREGORY and CHANDRA hiding under the only bit of shade available for miles, a tiny outcropping of rock. We sail in  and cut to a panning shot, scanning over the harsh ground, onto  CHANDRA’S feet, clad in Gregory’s boots, up her sun-scorched and scratched legs. She’s collapsed onto Gregory. He’s in equally bad shape. Gregory leans with his back against the rock, eyes opening and closing as he  drifts in and out of sleep.                              GREG FAIR POV He  stars at  the horizon  and the  mirages of  water reflecting  the jaundiced yellow sky. In the  shimmering distance, a man appears,  but GREG FAIR’s lids  shut and  we see  darkness. When  he reopens them, the figure is more clear. It’s a man, dressed in a black suit. Even in the distance we can recognize him. We want it to be him. EXT. DESERT ROCK GREG FAIR  can  barely come  to  his senses  as  the figure  approaches. CHANDRA doesn’t even wake. EXT. DESERT We follow the figure at waist heigh as it approaches GREG FAIR. It comes to a stop just in front of him. EXT. DESERT ROCK GREG FAIR is fully  awake, but he  thinks he’s dreaming.  He reaches out and pokes the black-clad leg of the immaculate man standing before him - a man who doesn’t sweat even in the sauna heat. He looks up, but the glaring sun obscures the face.            GREG FAIR’s voice is raspy as he starts to speak.                                GREG FAIR                      "Oh my God. It’s... The Man."                              MAN IN BLACK       "I’ve been searching for you for a long time, my friend."                        GREG FAIR lowers his head.                              MAN IN BLACK                        "We need you, GREG FAIR."                                GREG FAIR                              "What for?"                              MAN IN BLACK                          "To save our world." GREG FAIR’S FACE  RAISES, THE  MAN IN  BLACK eclipses  the sun  with his head, making a hallo of hazy sunlight around an all-too familiar face: AGENT SMITH. GREG FAIR’S head drops back down. He strokes CHANDRA’S hair.                                GREG FAIR                      "It’s too late. We’re dead."                              AGENT SMITH                         "Do you want to live?"                                GREG FAIR                              "What for?"                              AGENT SMITH    "A better life for all. Life for her. And for you, a chance for                               revenge."                        GREG FAIR raises his head. AGENT SMITH grins. He turns away, and the desert landscape before them turns into a soothing, cool,  crystal forest lake. Smith takes  a step toward it, then turns and extends his hand.                              AGENT SMITH                             "Interested?" GREG FAIR  is  mystified.  Speechless, he  drags  himself  to his  feet, hoisting Chandra, and steps toward the lake.                                GREG FAIR                         "This can’t be real."            HE steps forward, only to have the image recede.                              AGENT SMITH                         "You this, don’t you?"                                GREG FAIR                                 "Yes."                              AGENT SMITH                          "Will you help us?"                                GREG FAIR                              "Anything." CU:  SMITH  extends his  hand.  GREG FAIR grasps  it.  He lets  go,  and collapses into the cool shallow waters of the lake edge. EXT. LAKE SHORE THE  DESERT  is  gone,  replaced by  forest,  though  still  under the poisoned sky of the Matrix. GREG FAIR laps  the water  up, and  pulls CHANDRA  in, rubbing the water over her face. Calmly, AGENT SMITH stands on the lake shore. CU:  AGENT SMITH.  The humans  are reflected  in his  perfectly still glasses. CHANDRA  stirs and  awakens, though  she doesn’t  seem to  see  SMITH. GREG FAIR,  revitalized, looks  around at  the miracle,  and up  at the mystery man.                                GREG FAIR                        "Who the fuck are you?"                        SMITH grins devilishly.                              AGENT SMITH   "I’m nobody. A Smith. What’s more important, is you. We need you,                               GREG FAIR." GREG FAIR stares. He pulls CHANDRA ashore and stands to look AGENT SMITH in the eyes.                                GREG FAIR              "First you try to kill me. Now you need me."                              AGENT SMITH    "Two years ago, GREG FAIR, your parents were killed in a terrorist                   attack in the heart of the city."              THE words spark something nasty in GREG FAIR.                                GREG FAIR                               "So what?"                              AGENT SMITH           "The terrorists were led by a certain individual."                                GREG FAIR                          "I know who it was."                              AGENT SMITH                       "We need you to kill him." GREG FAIR laughs he turns to CHANDRA  to check on her. She’s passed  out on the smooth grass.                                GREG FAIR "What a bunch of bullshit. The whole government can’t kill him, so how                                can I?"                              AGENT SMITH            "No one in the government can do what you can."                                GREG FAIR                              "Fuck you."                              AGENT SMITH                      "I believe we have a deal."            GREG FAIR stands and puts his face next to SMITH’S  "You know, I’ve always wanted to fuck the devil on a deal. And this      looks like a once-in-a lifetime opportunity. So, FUCK YOU!" SMITH frowns. GREG FAIR looks him up and down. He’s got a few inches and pounds on the smaller agent.                                GREG FAIR   "What are you gonna do, little man? You looking for a trip to the fucking hospital? Fuck with me and you’ll be looking for some plastic                            surgery, you - " SMITH delivers a  chest punch that  sends GREG FAIR sailing  back twenty feet. He tumbles to a stop, coughs, and stares in disbelief at  SMITH, standing calmly at what seems like an impossible distance away. CU: SMITH. HE removes his glasses calmly. CU: GREG FAIR. He was stunned, but he’s  not out of the fight. Not by  a long shot.                                GREG FAIR                         "No man can beat me."                                 SMITH                         "Bring it on, pussy."                     Pull back as he CHARGES SMITH SMITH is ready to deflect the  blow, but GREG FAIR dodges and bowls  him over, barroom style.  With SMITH pinned  below him, he  slams his palm downward. SMITH’S head dodges the blow that pummels the ground. GREG FAIR is  screaming as  he smashes  downward with  the palms  of his heels. Every blow misses the mark.                                GREG FAIR                    "Mother fucker, what the fu -?" SMITH bucks up, throwing GREG FAIR into the air. He flips onto his  back as GREG FAIR returns. The  sheer force of his  street-forged roundhouses knock SMITH around  as he blocks.  Growing irritated at  the untrained attack, SMITH turns a block into a palm-heel that hits GREG FAIR in  the forehead with  the force  of a  cannon blast.  Momentarily stunned, he steps back enough for SMITH to perform a roundhouse kick. It’s like  a helicopter blade, smashing into GREG FAIR’S head and sending him to  the ground in a heap.                                 SMITH                      "Ready to change your mind?" CU: GREG FAIR HE can’t  respond very  well. Blood  fills his  mouth and  his face is mashed. A huge welt grows under  the loafer mark left by SMITH  on the right side of his face.                     SMITH crouches down by GREG FAIR                                 SMITH                "I can teach you to beat me, you know."                        THIS interests GREG FAIR.                                 SMITH        "Help us, and both you and her will be free afterward." GREG FAIR  stares  at the  ground,  then gazes  past  SMITH at  CHANDRA. Finally, he starts to rise. SMITH offers a hand, and GREG FAIR takes it.                                 SMITH "You know it, don’t you? That there’s more to your world than what you               can see, what you can rationally explain?"                                GREG FAIR                                "Yeah."                                 SMITH "I’m going to teach you how to use the powers you can’t even imagine.                But first, you need to learn to fight." SMITH puts his hand to his earpiece. GREG FAIR’S eyes close and his body SPASMS. He falls to the ground, breathless, and when his eyes open, he stares up at SMITH.                                GREG FAIR                        "Holy shit. What the -" HE stares at his hands. He sits up, and watches his hands, amazed,  as he goes through a series of  block-punches. He stops and stares up  at SMITH.                                GREG FAIR                            I know Kung-Fu."                              SMITH grins. INT. COCKPIT (NIGHT) GABRIEL and  GREG FAIR sit  together. The  cockpit lights  are dimmed down, only the EMP pulse button glows.  Outside the ship, in the dark  mists of the underworld,  patches of eerie  phosphorescent moss glow  on the walls. Occasionally, a squiddie will pass over the darkened ship.            The two of them watch the deadly outside world.                                GABRIEL                    "We’re deep in their territory."                                  GREG FAIR                             "I see that."  GABRIEL stares out at the night, deep in thought. He turns to GREG FAIR.                                GABRIEL                           "Are you rested?"                                  GREG FAIR                                 "Yes."                                GABRIEL               "You know now, that you had predecessors."                                  GREG FAIR                       "Yes. I’ve heard things."                                GABRIEL                        "What types of things?"                                  GREG FAIR   "That there were others, like me, who you thought were going to be                   special. But they ended up dead."                         GABRIEL nods slowly.                                GABRIEL    "It’s true. There were others. And I didn’t tell you right away.                      Because you were not ready."                               GREG FAIR nods.                                GABRIEL                         "Does this anger you?"                                  GREG FAIR  "I don’t know yet. So much has happened so fast, that I can’t decide  whether or not I’m angry, or dissappointed, or even if I should be."                                GABRIEL   "You shouldn’t be, Greg Fair. You are the key in the Oracle’s prophecy.      Everything forseen to come to pass, has, except one thing."                                  GREG FAIR                                "What?"                                GABRIEL                    "The destruction of The Matrix."                 GABRIEL looks out into the darkness.                                GABRIEL  "Your coming was heralded, and it is my destiny to prepare the world   for you, and to baptize you by fire. But from here on out, no one                                knows."                                  GREG FAIR                        "Can we ask The Oracle."                                GABRIEL                          "Not in this life."                            GREG FAIR is confused.                                GABRIEL   "No one has heard from her or her priestesses since the day Cypher                             turned on us."                          GREG FAIR is taken aback.                                  GREG FAIR            "But she must have known, if they came to her."                                GABRIEL                           "Perhaps she did."                          GREG FAIR shakes his head.                                  GREG FAIR "I can’t believe it. I don’t know, Gabriel, if I’m prepared for this         war. I’m not a soldier. How, how are we going to win?"                                MORPHUES    "For decades, we have fought force-on-force, in the real world,  without a conclusion. Now, after nearly a century of war, we’re at a standstill. The only way that we can see to win is by destroying their source of energy. We have to pull the plug on them. We must crash the                                Matrix."                         GABRIEL grins slyly.                                GABRIEL   "Remember, when I told you, that I’ll show you how deep the rabbit                              hole goes?"                                  GREG FAIR                                 "Yes."                                GABRIEL  "I brought you deep, yet I no longer know the way. No one does. With  every second we sink deeper than before. You are our guiding light, now. Your powers exceed mine a millionfold. I have shown you the path                   to victory, Greg Fair. Lead us down it." INT. MAIN DECK GABRIEL, GREG FAIR, Trinity, CHOI, and  NIOBE are on the chairs  as they’re being JACKED IN by CIRCA and RAZOR. CUT TO: RAZOR jumps in the  operator’s chair, his hands blur over  the touchscreens and keyboard as he drops his crewmates into the Matrix.                            GABRIEL (O.S.)             "We’re going straight for the throat, people." ANGLE ON: RAZOR and CIRCA  typing like made at their  keyboards. RAZOR hits the ENTER  key. They look  on, transfixed with  anticipation. The screaming Matrix code grinds to a readable halt. The slap each other’s hands and continue hacking.                            GABRIEL (O.S.) "We have the advantage of surprise. They won’t expect us to return so                                 soon." INT. ABANDONED WAREHOUSE THE FIVE  of them  stand, immobile,  around a  ringing phone  as their minds filter in to their body images. They are dressed practically  in denim  and leather,  like blue  collar workers.  Their dress  wouldn’t attract the slightest  bit of attention,  except for the  padded coats and tote bags filled with firepower. INT. MAIN BRIDGE                                 CIRCA  "Keep your eyes out for changes, they’re modifying things. Dial ‘0’                             for operator." INT. ABANDONED WAREHOUSE                  GABRIEL holds his celly to his ear.                              CIRCA (O.S.)                         "And have a nice day."         HE drops the phone into his pocket. They turn to him.                                GABRIEL "Niobe, you’re the liasion to our operators. Greg Fair, what do you have for                             a game plan?"                                  GREG FAIR                       "Where is the mainframe?"                                GABRIEL                       "The Metacortex building."                            GREG FAIR’s jaw drops.                                  GREG FAIR                "What the fuck? That’s where I worked."                                  CHOI  "And what do you think you were doing there, writing code for video                 games? You were working for The Man."                                Trinity    "It’s true, Greg Fair. Metacortex employs humans to write code for the                                Matrix."                                  GREG FAIR            "I thought I was working on a fucking database."                                GABRIEL   "They keep the left hand from seeing what the right hand is doing.  That’s how an evil system can be made by innocent people. But, that                            doesn’t matter."                             GREG FAIR recovers.                                  GREG FAIR "How ‘bout this? I just walk up to the Metacortex building and blow it                                  up?"                              CHOI laughs.                                  CHOI                       "What, by power of will?"         GREG FAIR nods. CHOI’S smile fades. He looks to the others.                                  CHOI                          "He’s joking right?"                       GABRIEL shakes his head.                                GABRIEL "We’ll fan out around the city, keeping an eye out for you. If you’re able to accomplish this mission, we’ll phase back into the ship. Stay  in contact. If you lose your cell, contact an operator immediately." EXT. ABANDONED WAREHOUSE THE five  of them  exit. They  blend into  the crowds  on the  street, anonymous and  quiet. GABRIEL  looks back  as GREG FAIR,  taller than most, heads down the street.                       NIOBE pauses next to him.                                 NIOBE                             "What is it?"                       GABRIEL shakes his head.                                GABRIEL      "What’s going to happen? If this is it, right now? The end?"                                 NIOBE                        "I can’t even imagine." HE grins  and starts  to turn.  As he  does, his  profile matches  the profile on  a WANTED  poster stuck  to the  wall. It’s  a dark, grainy picture of him, alongside photos of Greg Fair, and Trinity.                    POSTER: INTERNATIONAL TERRORISTS               GABRIEL glances at it, and continues on. EXT. DOWNTOWN STREET GREG FAIR walks  calmly, observing  the people  that filter  by. Men, women, children, all oblivious to their true nature. A dirty homeless whino, nose  explosion red with burst blood  vessels, is  staggering  along  the  edge of  the  crowd,  unseen  and ignored. Somehow, he catches GREG FAIR’s eye.                                HOMELESS                       "Spare a quarter, buddy?"                 GREG FAIR shakes his head, but still stares. ANGLE on  the HOMELESS.  He mutters  something, and  reaches into  his shopping cart to  open a garbage  bag. It’s filled  with twenty dollar bills, thousands of them.                                  GREG FAIR                       "How ‘bout a quarter mil?" THE homeless  man is  astounded. As  he stands,  speechless, GREG FAIR fades back into the crowd. EXT. FOREST GLADE SMITH and GREG FAIR fight in the glade. SMITH is always one step  ahead. HE is a cruel  sensei, and doesn’t pull  punches. But with every  blow GREG FAIR takes, he rebounds and attacks again. FINALLY, just as  he seems to  be gaining on  SMITH, he takes  a rapid fire series  of blows,  and collapses  to the  ground, breathless  and beaten.                                GREG FAIR                                "Fuck."                           SMITH circles him.                                 SMITH  "Pain is only weakness leaving your body. When you are sufficiently                    strong, you will feel no pain."                                GREG FAIR    "Tell me about what is happening. What’s wrong with the world?"                                 SMITH                          "Get up and fight." GREG FAIR gets to his feet and takes a stance. SMITH stares at him  from a relaxed poise. He slaps at GREG FAIR, who deflects the blow and  takes a jab, nearly hitting SMITH on the chin. They circle.                                 SMITH                      "The world is not for you."               HE slaps, has it deflected, dodges a blow.                                GREG FAIR                          "What do you mean?"                                 SMITH  "You’re not human, GREG FAIR. That’s why you don’t fit in. That’s why                       you have certain powers."     GREG FAIR takes a swipe. They engage, then push off one another.                                GREG FAIR                   "What, am I from planet Krypton?"                                 SMITH   "Not quite. But as humans continue to evolve, some are developing     capabilities beyond those of the average man. Reality-altering  abilities. I have them. Others in the Agency have them. And you have     them, too. We’re all that stands between law and order, and a        terrorist dictatorship lead by the one called Gabriel."                    THEY stop fighting for a moment.                                 SMITH    "We need you to stop the terror. We need you to save our world."              IT sinks in. GREG FAIR is starting to believe.                                 SMITH    "We need you, because you’re better than me. Now push past your  abilities. You can turn you imagination into reality. See your hands         striking me, see yourself overcoming me. Fight, boy!" SMITH comes at him, and GREG FAIR responds. Their fists and kicks are  a fast, then turn  into a blur.  GREG FAIR can’t believe  his own actions. SMITH misses  a block,  and GREG FAIR  blows him  backward with  a chest punch. SMITH, recovering, looks up. GREG FAIR looks around. CHANDRA is gone.                                GREG FAIR                            "Where is she?" SMITH stands. From behind his back he produces a baseball sized  glass ball. He tosses it to GREG FAIR.                                 SMITH                                "Here." GREG FAIR looks in the ball.  It’s a window to an  apartment overlooking the city. Chandra is in bed, waking up.                                 SMITH     "She doesn’t remember our encounter. She’s fine. Don’t worry."                          THE BALL disappears.                  SMITH puts his hand to his earpiece. INT. OFFICE BUILDING AGENT BROWN is staring down at  the ground. ACROSS THE STREET, GREG FAIR  is walking toward his building.                                 BROWN                              "He’s back." EXT. FOREST GLADE                                 SMITH               "I’ll be there. Execute the defense plan."                        SMITH turns to GREG FAIR.                                 SMITH  "Come with me. But only watch. You’re not ready to engage in a fight                            with the enemy."                                GREG FAIR                               "Why not?"                                 SMITH    "Because if you haven’t defeated me yet, you won’t defeat them."                        SMITH snaps his fingers. EXT. ROOFTOP GREG FAIR  finds  himself  alone  on  the  top  of  the  MAKARAO  hotel, overlooking METACORTEX PLAZA. EXT. STREET The METACORTEX building stands across  the street. GREG FAIR has been  along this road a thousand times, but in another lifetime. GREG FAIR raises one hand, palm pointed toward the building. CUT TO:  GREG FAIR’S  POV:  The  building  is  a  massive  tower of  glowing shimmering energy, no more real than a three-dimensional polygon. EXT. BUILDING ROOFTOP GABRIEL and NIOBE  stand atop a  building a few  blocks away, looking toward the Metacortex building.                              ANGLE on GREG FAIR HE FIXES his gaze on the building, then lowers his head and closes his eyes. THE building tremors slightly, like  a heat mirage. Slowly, it  starts moving downward. ANGLE ON: the first  level. The exterior glass  disappears, vaporizing in a million crystal shards that melt into the air, exposing the  hive of office cubicles and corridors within. The walls, desks and cubicles vaporize, leaving a few hundred  people - office  workers, security,  maintenance men,  standing with  nothing between them.               The massive LOAD BEARING MEMBERS vaporize. CUT TO: the bottom of the building. One can look straight through  the entire  building.  WE go  through  the empty  building,  passing dazed people, until we pass out the other side, and come to GREG FAIR. HE looks up. The office  building is supported by nothing.  Slowly, it descends on the stunned people. They rush, screaming, some laughing in hysteria, before the ceiling can come down on them. The last few  flee just before  the ceiling  touches the  ground. The  second floor melts away just like the first. EXT. BUILDING ROOFTOP NIOBE and GABRIEL  stare on in  amazement as the  building collapses, floor by floor.                                 NIOBE                            "He’s doing it."                                GABRIEL                              "I knew it." EXT. STREET CHOI and  Trinity look  up in  the air  at the  roof of the METACORTEX building, standing beyond  a block of  buildings. It sinks  toward the ground as a flood of people come screaming around the corner.                                  CHOI                        "It can’t be this easy."                                Trinity                          "It’s not over yet."                           MAN’S VOICE (O.S.)                         "Not by a long shot." CU: Trinity’S FACE. SOMEONE plants the barrel of a silver Desert Eagle .45 against her temple. Trinity  whips her head backward as  it fires. We drop into BULLET TIME as the flame and concussion blossoms in front of her face, ripping her sunglasses off as she drops backward, pulling a pair of MAC-10 Uzis from under her jacket.                 THE MAN’S VOICE belongs to AGENT BROWN CHOI turns,  pulling a  short weapon  from under  his coat. It’s boxy, with a short barrel the size of a soda can. He plants it in the  small of BROWN’S back and pulls the trigger. A CONE  OF FIRE  burns straight  through brown,  blowing steam, flame, smoke, vertebrae, and viscera out a massive hole in his stomach. CU on the weapon. It recoils on tension coils, discharging a shell the size of a 12-ounce soda can.                               REAL TIME What remains  of BROWN  flies forward.  CHOI helps  Trinity up and the retreat into the building and  take cover under a window.  Through the window, we see military trucks, filled with troops, charging down  the street, toward the Metacortex  plaza. After the trucks  come rumbling, black-painted M1A2 ABRAMS tanks. A black APACHE HELICOPTER flies  over the convoy. CHOI looks through the window as he reloads his hand cannon.                                  CHOI                          "Holy fucking shit."                                Trinity               "We’ve stirred up the hornet’s nest now." INT. METACORTEX OFFICE AGENT SMITH and JONES stare  down into the plaza. The  building shakes slightly as it descends. FROM the three  streets that enter  the plaza, military  vehicles pour in. Hundreds  of troops  discharge and  form a  L-shaped circle around GREG FAIR. Tanks  rumble in,  and the  Apaches whirl  to a  hover. Panicking civilians rush out of the kill zone. GREG FAIR stands calmly, continuing his work. EXT. ROOFTOP GABRIEL and NIOBE stare from the rooftop. EXT. METACORTEX PLAZA The air rumbles as the building continues to gently collapse. The  sky flashes, and massive streaks of  lighting blast across it like  cracks in reality. CU: SOLDIERS            They line their weapons on GREG FAIR. They are nervous                                PRIVATE                 "This is impossible. What’s going on?"                                SERGEANT                "Just keep him in your sites, soldier." INT. TANK TURRET                            CU: TANK GUNNER HIS eye is glued to the tank  site and his trigger finger on the  fire button.                             POV: TANK SITE                The green crosshairs sit on GREG FAIR’S chest.                                CU: GREG FAIR His eyes open, but the building continues to collapse. He stares up at a mirrored window, and somehow, straight into the eyes of:                            CU: AGENT SMITH                                 SMITH                              "Open fire." A WALL of flame and fingers of tracers bursts from the skirmish lines. The tracers grow into a cone of orange flame bearing down on GREG FAIR as we drop into bullet time. THE bullets sizzle  as tracers burn  off their backs.  The draw toward him like  slugs. Thousands  of bullets  fired at  perpendicular angles close  in on  him. As  they draw  close to  one another  along almost perpendicular paths, they tinkle and chime and bounce. The bullets come to a stop, glowing as their tracers backs continue to burn.  The world  is in  stop motion  as the  bullets stop,  turn 180 degrees, and  suddenly accelerate  back at  their origins.  Faster and fast they fly, until we drop back into REAL TIME. THE SKIRMISH line  of troops is  ripped apart by  a hail of  their own bullets. CU: MACHINE GUNNER. With an M-249 SAW, he blazes away at GREG FAIR, only  to be shredded by his own bullets. A  private takes a shot at GREG FAIR, and  a bullet slaps into his  shoulder. REALIZING what’s happening,  he drops his weapon. THE SOLDIERS are dropping like flies. The firing quickly subsides. GREG FAIR stands  alone in  the center,  unharmed. He  turns to the skirmish lines.  THE  surviving soldiers  drop  their weapons,  and  run. Panic ensues. Only a few officers, NCOs, and soldiers too amazed to think of running remain. INT. HELICOPTER COCKPIT                   GREG FAIR is targeted on an LCD screen.                                 PILOT                               "Fox One." EXT. HELICOPTER WING               CU: AGM-65 HELLFIRE GROUND-TO-AIR-MISSILE The missile drops from its release claws and ignites, accelerating off screen.                         POV: HELLFIRE NOSE CAM The missile flies  horizontally over the  plaza, then pitches  up, and back down at GREG FAIR. He looks at it, and at the last second the nose goes back up. EXT. PLAZA The missile swoops up over him, leaving him in its exhaust smoke.                         POV: HELLFIRE NOSE CAM THE missile banks,  panning across the  city, until it  locks onto the helicopter from which it originated. INT. HELICOPTER COCKPIT THE missile bears down the chopper. CU: PILOT HE’S TOO stunned to move. Mouth agape, he can only watch as: EXT. HELICOPTER IT’S BLOWN to  fiery pieces, and  comes tumbling down,  landing on the street as soldiers and civilians flee. INT. TANK TURRET                             TANK COMMANDER                                "Fire!"                     THE GUNNER pulls the trigger. EXT. M1A2 ABRAMS WE drop into bullet time as a cone of fire - bigger than the tank  and the shape of a  pine tree, blows out  of the barrel, pushing  the tank back. From the fire streaks a  HEAT round, white hot, leaving a  laser like tracer as it bears down on GREG FAIR.                               REAL TIME  THE TRACER stops in front of GREG FAIR, and out of the air the HEAT round   appears. Suspended in air, it shakes with violence. It accelerates         backwards, flying straight back into the tank barrel. INT. TANK TURRET THE gunner screams as the BREECH explodes, blocking our view. EXT. TANK The tanks explodes like a  60-ton hand grenade, plowing soldiers  onto their faces, consuming the unlucky ones close to it, and throwing  the 30-ton turret straight up, 10 yards into the air. It rotates,  aflame, and comes crashing down on a nearby commander and his radio man. INT. METACORTEX OFFICE THE  EXPLOSION shakes  the building.  The scene  below is  a complete route. Black smoke billows up  from the flaming wrecks. The  remaining tanks aren’t retreating  - the crews  are piling out  and running. The Apache helicopters turn tail and run.                              AGENT JONES                       "The plan is not working."                              AGENT SMITH                               "No shit."                      AGENT BROWN enters the room.                              AGENT BROWN                       "What about your protégé?"                              AGENT SMITH           "He’s not ready yet. I’ll deal with this myself."                              AGENT JONES                         "You can’t beat him."                              AGENT SMITH                  "I’ve been altered. I’m Smith, 2.0."              AGENTS BROWN and JONES look at one another.                               CU: SMITH  HE clenches his teeth, as though he’s girding himself for something.                                 SMITH               "Kill the others. I’ll take care of this." INT. MAIN BRIDGE RAZOR is at  his operator chair,  surrounded by consoles.  Some of the Matrix code screens are in blue, others in red, at least one in green. The code  on the  green screen  starts pouring  down at  an incredible rate.                                 RAZOR                                "Fuck."                    HE hits something on the keypad. EXT. ROOF                      GABRIEL answers his phone. INT. MAIN BRIDGE                                 RAZOR "They’re about to pull something. Processing power is pouring into the agent programs and they’re locking onto your 3-D grid displacements. EXT. ROOF                                GABRIEL              "Send through ghosts to confuse their lock."                                 RAZOR                               "Got it." INT. MAIN BRIDGE THE GHOST program  is loaded. We  see 3-D images  of Gabriel and  the others flash across the screen. INT. OFFICE BUILDING SMITH STANDS alone, his comrades have disappeared. THE glass before him shimmers. EXT. OFFICE THE mirrored glass of Smith’s office wavers, then explodes towards us. SMITH jumps, and we pan down to follow his descent. He smacks into the pavement on his feet in front of GREG FAIR. EXT. METACORTEX PLAZA SMITH STANDS, facing GREG FAIR, about two fighting distances away. GREG FAIR’s  concentration is  broken. The  METACORTEX building  comes to  a shuddering halt.                                  GREG FAIR                             "You’re back." CU: SMITH                                He nods.                                  GREG FAIR                     "And you have a ponytail now." AS we concentrate  on GREG FAIR, and  he concentrates on  SMITH, we can  see more black suits marching up behind him. GREG FAIR attacks SMITH. SMITH backs away slowly, blocking against a  losing battle and taking hits. Meanwhile,  the MEN IN BLACK converge  on GREG FAIR. Just as GREG FAIR  lands a smashing  blow on SMITH’S  chin, three voices  at once shout:                                 "HEY!" GREG FAIR turns,  and SMITH  pushes him  hard in  the opposite  direction to face: THREE SMITHS! They attack at once, one going low and hard with a  knee breaking sweep kick, the other punching GREG FAIR in the face, and the third breaking to the  side and putting  his toe into  GREG FAIR’s stomach with  a vicious side-kick. They attack  is in  perfect synch,  eight arms  and eight legs working like clockwork, striking  their target without  getting in the  way of each other. The attack slams GREG FAIR back, right into the first,  bloodied SMITH. GREG FAIR slams into his shoving arms, and stops as though he  backed into a  brick wall.  AGENT SMITH  grabs him  and holds  him in  a FULL NELSON, exposing him  to his three  copies. The copies  shift position and attack again. Two stand together, left shoulder to right, and with their combined arms slam GREG FAIR in the face, then step apart as the third comes in. The THIRD  grabs the shoulders of  the other two and  flips, walking his loafers up GREG FAIR’s  body, and kicking him from  below, right up into  the chin  of his  jaw! It  snaps GREG FAIR’s  back with  a spray of blood. EXT. ROOFTOP GABRIEL and NIOBE stare on as the fight rages. GABRIEL grips  the edge  of the  brick wall  edge. The stone crumbles under the tension.                                GABRIEL                          "We can only watch." EXT. PLAZA THE ASSAULT on GREG FAIR continues. He struggles, unable to concentrate long enough to find a way to fight back. INT. MAIN DECK RAZOR bangs away at the keyboard.                                 RAZOR "Four fucking agents, no wonder so much processing power is devoted to                                 them." EXT. ROOF A  BIRD flying  by NIOBE  and GABRIEL  slows its  flight, slows  its flapping, and freezes. CU: GABRIEL. A pink lightning  bolt freezes as it streaks  across the sky, sealing the world’s light in an a light rouge. EXT. CITY STREET Near the  plaza, panicked  civilians slow,  and fall  to the ground as though they’re passing out. INT. MAIN DECK           Razor stares at the data pouring down the screens.                                 RAZOR                          "No goddamned way."                         His headphone chimes.                                 RAZOR                              "Operator." EXT. ROOF                        GABRIEL is on the phone                                GABRIEL                      "What the hell’s going on?" INT. MAIN DECK                                 RAZOR "They’re putting all the coppertops to sleep. They froze the Matrix."                                GABRIEL                                 "Why?"                                 RAZOR   "All processing power is being re-diverted to the agent program."       NIOBE stands at the edge of the building and points down.                                 NIOBE                           "Gabriel, look!"     DOWN on the ground below them, there’s a swarm of AGENT Smiths EXT. STREET The passed-out people stand, and one by one, MORPH into AGENT  SMITHS. It happens over, and over,  until dozens, then hundreds, are  marching on the plaza. EXT. PLAZA GREG FAIR reaches back and puts his hands on either side of SMITH’S head. As he’s  being pummeled  from the  front, he  squeezes and  screams. His screams are mixed with SMITH’S. The agent’s head deforms as we’re hear a sickening  crack. Suddenly,  the body  reverts back  to that  of the original owner, a security guard, and the head simply EXPLODES. THE  hold broken,  GREG FAIR stumbles  back over  the body,  with the  three SMITHS in pursuit. He somersaults, comes up on his feet, and jumps  to the left, putting one Smith in front of the other two. He attacks, his killing blows destroying SMITH, smashing through his blocks. He falls, and GREG FAIR takes on the other two, giving a kick jump that knocks both of them away in one shot. As he comes  down, a wall  of Smith’s converges  from all sides.  They stop, leaving a circle around him. WE PAN BACK to view a sea of black-suited SMITHS flooding the plaza. CU: GREG FAIR AS  his hand  passes over  his face,  it is  refreshed, anew,  perfect again. He surveys the wall-to-wall SMITHS. SMITH talks with his voice, times a thousand.                                 SMITH        "GREG FAIR, leave the Matrix. You know not what you’re doing."                                  GREG FAIR                         "Well, is that right?" HE turns  to the  METACORTEX building.  It’s repairing,  growing steel girders and concrete skin.                          GREG FAIR’s face darkens.                                  GREG FAIR                                 "No!" REALITY SHIMMERS as  his anger strikes  out at the  building. The tops floors burn, and then explode.  The explosion rips down the  building, slowing, slowing, then stopping. THOUSANDS of SMITHS  are gazing up  at the building,  concentrating on combating GREG FAIR’s attack. EXT. ROOF GREG FAIR sees the building exploding,  and runs. He smashes through  an access door. INT. STAIRWAY GREG FAIR hurtles down the stairs, one at a time. EXT. METACORTEX BUILDING THE building is frozen, mid-explosion.  TONS of pieces hanging in  the air, suspended only by frozen tendrils  of fire and arms of smoke  and debris. THE SMITHS attack GREG FAIR. They fight  in a massive melee, dying in  mass. Meanwhile, the METACORTEX building pulls back together, the damage and flame disappearing as time/space around it is reversed.                                                                CUT TO: EXT. ROOFTOP CU: AGENT BROWN With  his hand  on his  ear piece,  he comes  out the  elevator door, slowly. Pistol drawn, he looks around the corner. GABRIEL and NIOBE stand there, their backs to him. Without hesitating, he advances on them, blasting away with impunity. THE BODIES of GABRIEL and  NIOBE are wracked by gunfire  and collapse in a heap of bullet-ravaged flesh. BROWN  walks  up  to the  corpses  and  kicks one  with  his  shoe. It shimmers, and then disappears, followed by the other. INT. MAIN DECK               RAZOR dials the phone. GABRIEL picks up.                            GABRIEL (V.O.)                                 "Yes."                                 RAZOR                     "They’re hitting your ghosts."              MASSIVE attack of STATIC bursts on the line.                                 RAZOR                             "What the - "                          THE LINE goes dead. EXT. ROOFTOP GABRIEL looks  at the  phone and  redials. RAZOR  comes through,  his voice digitized and distorted.                                 RAZOR      "They’re cutting comes, get to the access point on Laxe - "                          THE line goes dead. GABRIEL signals to NIOBE. They exit the roof as he dials Trinity INT. EMPTY BUILDING CHOI and Trinity hide  in the shadows of  an empty room, watching  the battle. Trinity’S cell rings. She answers silently.                            GABRIEL (V.O.)                        "Let’s go. Laxe Three."                                Trinity                           "What about Greg Fair?"                            GABRIEL (V.O.)      "We can do nothing to help him. We’ll only get in his way."                          THEY leave the room. INT. LOBBY GREG FAIR stumbles  into the  lobby. Slumbering  bodies lie  everywhere, slumped over desks, half-in chairs, on the ground. EXT. PLAZA HE exits into the street. The scene is one from HELL. UNDER the Greg Fairn  sky, fires are  frozen and smoke  columns hang in  the air, still, like massive tree trunks. The battle rages and surges,  a thousand SMITHS pouring onto  one GREG FAIR. All around, nearly covering the ground, are corpses, destroyed  bodies abandoned  by the  agent. Men  and women,  of all  ages and  designs, smashed, decapitated and broken. CU: GREG FAIR THE SMITHS overwhelm him  with sheer numbers. GREG FAIR  is a blur, a  human chainsaw now,  crushing or  smashing them  all, but  they crowd on all sides. The bodies pile up as they fall, and GREG FAIR finds himself stepping up the rubbery mass of corpses. A few more smashed SMITHS fall,  morph back into their stolen forms, and GREG FAIR is KNEE-DEEP IN THE DEAD. He can’t take it. Choking, GREG FAIR struggles to free himself. SMITHS climb up the corpse pile and drop onto him, pounding viciously. GREG FAIR  stalls, in shock, his eyes  locked with the lifeless  blue eyes of a  woman he just killed. She looks amazingly like Trinity. Perhaps for the first time, he is confronted with the consequences  of this war, and his mind seizes as the Smiths pummel him. GREG FAIR goes  berzerk! SCREAMING  and fighting,  he claws  his way out and surges into the wall of agents. They throw him back, and he can’t kill them fast  enough. HE  leaps upward,  trying to  fly away,  but Smiths cling on to him, and cling on to each other. EXT. PLAZA GREG FAIR struggles to  fly, and as  he does, he’s  pulling a stalagtite  of black suits, clinging like iron filings on a magnet. CU: GREG FAIR HIS face  is wide  with fear  and shock.  He can’t  climb anymore, and looks back down at the mountain  of agents he’s pulling into the  air. His face  clenches shut  as a  scream wells  from deep  within him. He starts to glow, and we jump back to see: A MASSIVE orange, spherical shock  wave blasts away from his  body. It rebounds on the plaza and throws bodies upward, even as it blasts  the Smiths away, leaving him clean. EVERYTHING slows down  as GREG FAIR, exhausted,  tumbles out of  the sky. On his way down  through the Greg Fairn  light, he passes  bodies flying upward from the  concussion. GREG FAIR  hits the  ground, bounces,  and lies still, sprawled,  as people  drop all  around him,  piling up,  like Satan’s snowfall. EXT. ALLEY (MATRIX) DAY THE sky and Matrix are still  frozen. Trinity and CHOI make their  way along cautiously, leapfrogging from cover to cover. They pause  behind a dumpster, and  just before looking  out, there’s the  sound of metal tapping metal, twice. Trinity looks in  the direction of  the sound. GABRIEL  and NIOBE are standing still in the shadows, near the end of the alley. Trinity  AND CHOI make their way to them. Trinity peeks  cautiously around  the edge.  On the  other side of the street is a phone booth.                                Trinity                             "Is it clear?"                                GABRIEL                          "I smell an ambush."                                 NIOBE                          "Me too. Too quiet."                    CHOI grips his gun and grimaces.                                  CHOI            "Too quiet? The world is frozen. I’ll go first."                         NO one likes the idea. REAL-TIME suddenly returns.  The lightning bolts  in the sky  suddenly re-animate, thundering out of existence, making the four of them  jump out of their skulls. The sounds of the city suddenly flood back. ON THE street, people stir to  their feet. Everyone is confused as  to what happened. EXT. PLAZA IT’S a sea of the dead. From its center, GREG FAIR emerges, soaked in blood, gagging and  gasping for  breath. He  stumbles over  them. Shocked and crazed, he glimpses the Metacortex building. It’s in one piece  again, unharmed. He falls against  a smashed corporate  art sculpture. He  picks a cell phone up from the ground and dials.                                  GREG FAIR                          "Gabriel, pick up." We hear nothing but static.  Disgusted, GREG FAIR throws the phone  away. He falls against the sculpture and looks up. Coming around the corner  of the building is a group of agents and soldiers. GREG FAIR  sinks down,  staring at  his hands.  He catches  his breath  and concentrates.  The  blood  disappears,  and he  dons  the  suit  of an anonymous soldier in black. His face, too, seems to change. HE stands and walks away. We only see his back. EXT. ALLEY - DAY THEY weigh their options. Finally, MORPHUES gives the nod to CHOI.                                GABRIEL                                 "Go." CHOI checks his ammo and puts his guns under his coat. There are  lots of people on the streets now. Everyone’s in shock over what  happened, and the columns of smoke rising from the center of the city.                                  CHOI "And remember, kids, when you’re in a war, never volunteer yourself!" HE walks out  onto the street,  eyeing the phone  booth and everything else. A  gorgeous Asian  businesswoman stumbles  into him. Recognition lights up her face and she stops him.                                 WOMAN           "Choi? Oh my God, I haven’t seen you for months."        CHOI keeps looking around, making his way to the booth.                      "Oh yeah, sorry about that."                            SHE turns angry.          "Sorry about that? What kind of an asshole are you?" EXT. ALLEY (MATRIX) - DAY Trinity is looking around the corner. She pulls back into the alley.                                Trinity                 "Casanova just ran into an old flame." EXT. STREET (MATRIX) - DAY                                 WOMAN    "No. Fuck you, Choi, you just think you can come and go when you                                please?" CHOI is ignoring her now, walking straight for the phone booth as  she is having a fit. Tears are welling in her enraged face. "Choi, if you have one shred of decency, if you even care about me - " Inexplicably, CHOI  hangs his  trench coat  on the  side of the booth. Standing behind it, he reaches  around with his arm, keeping  the coat between his body and the phone. The WOMAN doesn’t even notice the  web of gun harnesses and what looks like a ton of ammunition covering  the inside of the jacket.                                 WOMAN   " - you’ll tell me why you don’t call, why you, you, what are you                                doing?"                                  CHOI "The jacket stops fragmentation. Sometimes they bomb the phones. Kiss                             me for luck." HE grabs her to him and thrusts his mouth onto hers. CU: PHONE His hand grabs the phone. We hear the dialtone, and he mashes down one of the  numbers of  the keypad.  The number  tone rises  in pitch to a crescendo. WE pull back and: THE BOOTH EXPLODES. CHOI and the woman are bowled over by the flame. EXT. ALLEY (MATRIX) - DAY They take  cover from  the blast  as people  all over  the street  are knocked flat. EXT. STREET (MATRIX) - DAY THE PHONE BOOTH is obliterated.  Miraculously, CHOI and the woman  are still under the cover of  the jacket. THROWING the smoking  jacket off them, CHOI screams in agony as  he grasps the smoldering stump of  his right shoulder. The arm is history. THE WOMAN looks on,  her eyes as wide  as dinner plates. Shaking,  she falls back, still staring.                                  CHOI                          "You weren’t lucky." GABRIEL, NIOBE, and Trinity rush to him, picking him up on his  feet. CHOI is  screaming and  laughing. Someone  grabs his  smoldering coat, dragging it along. CHOI stares at the ex-flame as they cart him  away. His eyes are crazy.                                  CHOI               "You still want me to call you? Ha ha ha!" AS they struggle down the street, CHOI starts to walk more on his own. PEOPLE run from the scene, screaming.                         CU - the four of them. MORPHUES looks  at something  off-screen and  frowns. HE  pulls to the left.                                GABRIEL                              "This way." TANKS and  TROOPS are  filling into  the street  ahead of them, coming from around the corner. THEY turn onto a different  street. This street, too, is  filling with troops. Worse, it’s being lead by AGENT BROWN.                                 NIOBE                          "Tanks, or agents?"                                Trinity                                "Tanks."                                  CHOI                          "Yeah, tanks a lot." They break. CHOI stands on his own, and they run back onto the  street with the tanks. CU: TANKS THREE ABRAMS stop in the  street. Their turrets swing into  place with terrifying quickness and precision. AT ONCE,  they open  fire with  their main  cannons and machines guns. FIRE FLOWERS blaze from the death machines, sending a typhoon of  lead down the street.  Troops filed between  the tanks pull  their triggers and don’t let go. Everything in the street is shredded and blown away, as though it was hit by a high-power pressure hose. WITH UNEARTHLY  SPEED, EVERYONE  BREAKS for  the sides  of the street, except for CHOI. He stands amid  it all as the tracers come  closer to his body. He raises his machine  gun with his good arm, and  lays into the enemy. TRACER rounds kick away from  his gun, ripping straight back  into the wall  of soldiers.  His rounds  deflect off  the sloped  armor of  the tanks, recoils pile into the flesh  of troops. He rakes his fire  into the enemy bodies. CU: CHOI TRACERS zoom in on  him. A tank round  blasts by, and the  wall of air kicks him to his side. He continues to fire even as a bullet, followed by  another, blasts  through the  middle of  his body.  More and  more bullets smack into  him, blasting chunks  of meat and  viscera out the back. EXT. STREET (MATRIX) DAY Trinity and NIOBE  take one side  of the street,  running and shooting simultaGreg Fairusly. THEY reach  the buildings on  the side and  NIOBE goes STRAIGHT UP THE FAÇADE OF THE BUILDING, as Trinity jumps from cover to cover, cart wheeling through tracer fire and bullets. ON  THE  OTHER side  of  the street,  GABRIEL  goes straight  up  the building  façade  and  starts  running  sideways,  completely  defying gravity, firing downward at the soldiers. CU: CHOI HE WILL NOT FALL, and a hose of lead drills into him, taking his  body apart piece by piece. Bullets take away pieces of his head, neck,  and torso, and in one final wave of fire, he is disintegrated, leaving his machine gun, barrel  smoking, spinning in  the air, firing  still. The arm is still attached and finger  clenching on the trigger. It is  the last piece of CHOI to fall. GABRIEL climbs  as he  runs. In  mid-stride he  changes magazines and stops, standing on the wall, his body parallel to the ground. On the other side of the street, NIOBE stands on the wall, blazing  at the mass of troops with two  guns that never cease. THERE is  no cover and  no reprieve  from the  DOUBLE DEATH  from above.  Most are  still firing down the street, or over toward Trinity. Trinity runs  up the  side of  the street.  Her guns  go empty and she dives behind a stoop as a squad of soldiers blazes away at her. CU: SOLDIER In slow motion, he  pulls a spoon from  a grenade. Somehow, the  metal ring reaches Trinity’S ears. CU: Trinity She slaps a magazine into her  pistol, pulls the action and comes  out from under cover just enough to see the soldier releasing the grenade. She fires, hitting the grenade. IT explodes directly over the group of soldiers, flattening them to the ground. A  BULLET smacks  through Trinity’S  wrist, and  the hand  comes off, popping like the head off  a dandelion. Blood spurts from  the severed arteries, spraying the hand, with the pistol still in its grip. ABOVE THE STREET, MORPHEU AND  NIOBE leap for one another.  They catch each other’s arms, fifty feet  above the surviving enemy, and  spin in place, firing away. The tank commanders in their copulas blast  upward with their  machine guns,  but the  rounds miss  the spinning  couple. MORPHUES and NIOBE concentrate on the commanders, and cut them down. THEY land amidst  the carnage. Trinity  emerges, shaken, pressing  her coat to her arm. EXT. STREET (MATRIX) - DAY The other end of the street fills with soldiers, and AGENT BROWN. CU: AGENT BROWN HE surveys the  scene, and immediately  draws and fires,  running full bore for the rebels. GABRIEL, Niobe and Trinity are too close to the tanks to be fired on, but the nearest one lunges at them. They climb up over concrete stoops and over  the side  of the  tank. They  sprint down  the street as the tanks turn their turrets behind them, searching.                                GABRIEL                          "The garage, hurry!" THEY dive behind a corner as  a tank fires. Gabriel throws the  woman forward as the tank round hits  the edge of the building, blowing  the concrete and brick wall into a massive cloud of powder. Perhaps a  ton of rubble falls on Gabriel’ legs. He drags himself forward. Niobe and Trinity grab his arms and haul him out of the rubble. Niobe shoots the lock off a steel door, and they pile into the building. EXT. STREET (MATRIX) - DAY AGENT BROWN  and his  men rush  into position  around the building the rebels are hiding in. Suddenly, an unimaginably powerful engine  starts, and as we stare  at the  garage door,  it explodes  outward. A  jet-black, hyped  COUNTACH explodes out onto the street, tires literally on fire as they throw up smoke. It cuts through a few  soldiers, hitting them in the knees,  as it rips up the street, the throttle going way too high. INT. COUNTACH (MATRIX) - DAY THE street scene spins before them. Trinity is at the wheel, a  broken and dusty GABRIEL sitting next to  her. The tach is redlining as  the car rips up the street. Pedestrians dive for cover. Trinity holds her wounded hand to her chest and drives one-handed.                                "Shift." GABRIEL does so,  and the tires  squeal again when  she releases into second, then  third. In  a few  seconds they’re  over 60  on the  busy street. EXT. STREET (MATRIX) - DAY Soldiers pick themselves up  just in time to  hear another engine -  a super powerful track bike, emerges from the burnt rubber smoke screen. A wheely bar on the back of the bike keeps it from flipping around the rear tire as it accelerates like a bullet out of a barrel. There isn’t even time to take a shot until she’s gone. INT. COUNTACH (MATRIX) - DAY THEY rocket up the entry to a highway, ripping past cars by driving up the breakdown lane.  Once they hit  a straightaway Trinity  floors it, and the speedo creeps up past 130 as they dodge in and out of cars. GABRIEL grabs his twisted, folded legs. He was literally poured  into the seat. Concentrating, his face knotting in pain, he straightens the broken, fractured legs. He closes his eyes and concentrates.              The legs reform into straight, strong limbs.                       GABRIEL grabs the wheel.                                GABRIEL               "Keep your foot on the gas. Heal thyself." Trinity pulls her bleeding wound from her arm. Her face tightens,  and she closes her eyes, fervently concentrating, shutting the world  out, which  is  good,  as  they suffer  constant  close  calls  as Gabriel controls the wheel from his awkward spot. When she opens her eyes again, she grabs the wheel. With BOTH hands. GABRIEL pulls out  his cell and  tries the line.  It’s still full  of static.                                Trinity                              "Any luck?"                                GABRIEL                "None. They’ve killed city-wide comms."                                Trinity          "Then the agents are out of touch with each other."                                GABRIEL   "They can’t track us, but that gives them more time to destroy our exits, and find the Neb. We’ll try the desert. Communications might be                         working there still."                                Trinity                          "What about Niobe?"                                GABRIEL                     "She knows to meet us there." EXT. HIGHWAY (MATRIX) - DAY NIOBE’s bike sizzles down the highway, insanely lane splitting at over 100 miles  per hour.  The wheely  bar is  folded up  against the  rear wheel. A dual  stream of vehicles  spit by her  like giant machine-gun bullets. She zooms out of view. EXT. STREET (MATRIX) - DAY GREG FAIR slows from a run. He looks back as police cars and  ambulances race toward  the Metacortex  building. He  can’t shake  what he’s just witnessed. He looks forward, only to run into:                              AGENT SMITH              GREG FAIR freezes, then bursts into questions.                                GREG FAIR                     "What the fuck just happened?"                                 SMITH          "We need you, GREG FAIR. Will you help us stop this?"           GREG FAIR is perplexed. Resolve comes over his face.                                GREG FAIR                           "I can stop this?"                                 SMITH                                 "Yes."                                GREG FAIR                  "Alright. But how can I fight him?"                                 SMITH                 "I will give you the power you need." INT. APARTMENT BUILDING (MATRIX) - DAY THE building is old, crumbling, and inside painted a horrid green that no sane person could find attractive. The humble place is home to  THE ORACLE. GREG FAIR exits an  elevator. Recomposed and  dressed normally, he  walks up and down the hall, trying to remember which apartment she lived in. A tall black woman, one of the Oracle’s priestesses, comes out of  the stairwell and recognizes GREG FAIR.                               PRIESTESS                                 "Greg Fair." HE turns  and looks  at her.  She smiles,  but as  Greg Fair looks at her, a flash of uncertainty, and maybe hate, flies across her face before the smile returns.                               PRIESTESS                  "The Oracle is anxious to see you." GREG FAIR follows her into the familiar apartment. The windows are  covered, and GREG FAIR and the priestess are the only ones there. The Priestess moves into the dark kitchen. GREG FAIR’s eyes  adjust to  the darkness.  He hears  something squish as he steps, and looks down. The tattered rug  is a swamp  of dark, congealing  liquid. GREG FAIR reaches down and touches it with his fingertips. It’s half-dried blood. He stands, his eyes adjusted to  the dark now. The walls are  chipped, covered in bullet holes. In slow-motion, the entry door to the apartment opens. In walks  AGENT BROWN. GREG FAIR turns to the  kitchen. AGENTS SMITH and JONES  appear. They all draw their .45s. GREG FAIR stands  still as  they walk  up to  him and  put their guns to his head.                          AGENT SMITH scoffs.                                  GREG FAIR  "I was on to you the whole time. I only came in here to isolate you,                            to destroy you."                              AGENT JONES                      "What are you waiting for?"                                  GREG FAIR               "I realized, that I can’t destroy you - "                            HE nods at SMITH                                  GREG FAIR               " - without destroying the Matrix itself."                                 SMITH                  "You killed me too easy last time."                                 BROWN                        "And if you kill us - "                            HE nods at JONES                                 BROWN                    "We’ll only come back like him."                          BROWN nods to SMITH.                                  GREG FAIR                               "I know."    SMITH breathes deep, and drops his gun. The others follow suit.                                 SMITH                 "So, why don’t you take it all down?"                                  GREG FAIR                             "The Matrix?"                                 SMITH                                 "Yes."                                  GREG FAIR   "I can. But if I destroy the Matrix, everyone within it will die."                             SMITH snorts.                                 SMITH         "I take it the great Gabriel failed to mention this?"        GREG FAIR looks up at him, but his expression doesn’t change.                                  GREG FAIR                      "How many people are in it?"         SMITH holsters his weapon. He speaks matter-of-factly.                                 SMITH                       "Six and a half billion."             FOR GREG FAIR, the numbers are too huge to imagine.                             BROWN scoffs.                                 BROWN                       "Could you destroy us?" IT’S a serious question for Greg Fair. But he nods. He knows his potential.                                  GREG FAIR                               "I could."                                 SMITH               "What does that make you feel like? God?"                       HE is amused by the idea.                                 JONES         "This is getting tiresome. Where do we go from here?"                                  GREG FAIR  "IF you cut the power that the Matrix supplies to your armies, I’ll                             let you live."                                 SMITH       "Idiot. We don’t care about life, we care about victory."                                  GREG FAIR                                 "Why?"                                 JONES                        "So our kind... prevails."                                  GREG FAIR                           "You mean, lives."                                 SMITH  "Who do you think started this war, boy? Your kind tried to kill us                                first."                                 BROWN          "But you didn’t. You’re not as tough as you think."                                  GREG FAIR                              "We’ll see." THE three agents, helpless to stop him, watch as he walks for the door of the apartment. GREG FAIR opens it,  and stops, his face meeting a  flying FIST. His vision  FLASHES with the  impact, and he  staggers back into the room, falling on his ass and rolling back onto his feet.               GREGOR steps into the room, tall and BAD.                          GREG FAIR holds up a hand.                                  GREG FAIR            "Stop! I don’t want to fight you! You’re human!" GREG FAIR  doesn’t  answer.  He  smashes  a  side-kick  into  GREG FAIR’s gut, doubling him over. THE kick carries  such an impact  that a pale  concussion wave flashes past Gregor. It sends GREG FAIR crashing out the window. GREG FAIR stands upright and moves to the window, followed by the  three agents. There’s nothing on the street, twenty stories below. The building  starts trembling.  We hear  rapid-fire impacts,  growing louder and coming faster. THE FLOOR EXPLODES  as GREG FAIR crashes  up through the  concrete, throwing the agents away as  he embraces GREG FAIR in  a bear hug. THEY  blast up through the ceiling. WE follow them up through three more floors, bam, bam, bam. Each concrete floor smashes GREG FAIR in the head. EXT. ROOFTOP (MATRIX) - DAY GREG FAIR and GREG FAIR SMASH through the roof, flying upward, like a missile, past us. EXT. SKY (MATRIX) - DAY CU: GREG FAIR HIS FACE is contorted in rage as he rockets upward. GREG FAIR is  barely conscious. Seeing this, GREG FAIR stops, and flings GREG FAIR’s body violently earthward. GREG FAIR looks down as  the body falls toward  the city, thousands of  feet below. He turns away,  just as the distant  GREG FAIR is falling out  of sight. Just before he does, the speck of a person PULLS up, and  grows larger and larger as  it returns. A contrail  streaks behind him as  a rips through  the air.  FISTS FORWARD,  GREG FAIR is  like an MX missile bearing on GREG FAIR. GREG FAIR turns just in  time to catch BOTH  FISTS in his chest.  Like a cue ball striking another billiard,  all Gregor’s momentum is  transferred into Greg Fair. Gregor stops dead in the air as Greg Fair is hurtled out of view. CU: GREGOR HE is in  shock somehow as  he sees GREG FAIR  flying away. He  clenches his fists and flexes his body, then looks down. WE see the ground, thousands of feet below.                                GREG FAIR                              "Holy shit!" FOR some  reason, he  starts to  fall. Even  as he  claws to  maintain altitude, his  rational mind  has caught  up with  him and  is somehow denying the fact that he can fly. As he’s  facing the  ground, GREG FAIR  slams into  him from above. Gripping Gregor by the neck and his  belt, he drives straight down. The  ground rushes, it takes  one second to  drop past a  50-story skyscraper. Greg Fair slams  Gregor,  front first,  into  the concrete  sidewalk.  They bust through the sidewalk, into the sewer below. INT. SEWER (MATRIX) - DAY GREG FAIR stands. Offscreen,  we can here  choking breaths. Greg Fair  looks down. Gregor lies twisted on a concrete slab, impaled multiple times through the chest by snapped, rusty rebar.  He takes one last breath, and  his eyes half-close. GREG FAIR checks the pulse. Finding nothing, he leaps out of the hole. CU: GREG FAIR HIS eyes  blink, and  he follows  GREG FAIR’s departure.  Choking, unable to breath with the rebar through him, he writhes. There’s nothing for him to grab to pull himself off the steel. His eyes clenched  shut, Gregor levitates,  by force of  will, pulling his body off the rebar.  The corrugated bars make wet,  sucking sounds as the pull through his body.  Finally, he gets to a twisted  piece of bar, and can’t make it over. He’s losing all his breath, all his  life force, over one piece of twisted steel protruding from his chest. WITH one  last, wiggling  effort, he  works it  through him. HIS mouth opens wide, but no sounds emit, lest he recall Greg Fair. Just as the end of the steel bar enters his body and we can’t take any more,                                                                CUT TO: EXT. DESERT HIGHWAY (MATRIX) - SUNSET THE Countach and bike  zip down a long,  perfectly flat empty road.  A brown sunset plagues the horizon. There is no civilization in sight. INT. COUNTACH (MATRIX) - SUNSET GABRIEL tries his cell again. This time, it reaches the Neb. INT. MAIN DECK - NIGHT RAZOR and CIRCA are both operating the consoles.                                 RAZOR                              "Operator."                            GABRIEL (O.S.)                   "Good to hear you’re still there."                                 RAZOR               "Jesus, you too. Where the fuck are you?"                                GABRIEL "About two hundred miles east of the city, on highway 315. We need an                                 exit."                                 RAZOR           "Coming up on your left, ten miles, a rest stop." INT. COUNTACH (MATRIX) - SUNSET                                GABRIEL                   "I don’t remember an exit there."                                 RAZOR                         "Gimme five minutes."                                GABRIEL                                 "Out." INT. MAIN DECK (NIGHT) RAZOR clears the  screen in front  of him and  cracks his fingers.  He looks at Circa.                                 CIRCA                             "They’re OK?"                                 RAZOR            "Gotta get ‘em out. They need an exit program." CU: Keyboard.  RAZOR’S fingers  fly at  inhuman speeds  over the keys. Data  pours down  the console  as he  blazes away.  Finally, he  hits ‘enter’ so hard it rocks the station. RAZOR  turns to  Circa as  Matrix code  resumes its  cascade down  the screens.                                 RAZOR                       "Yes! Did you like that?"                       CIRCA just rolls her eyes. INT. COUNTACH (MATRIX) SUNSET             GABRIEL’ phone rings. He answers. It’s Razor.                                 RAZOR                           "Exit ready sir."                                GABRIEL                      "Check the phone for bombs." INT. MAIN DECK - NIGHT            CIRCA looks over some data and shakes her head.                                 CIRCA                             "It’s clear." INT. COUNTACH (MATRIX) - SUNSET                              RAZOR (O.S.)    "It’s all set. There’s a pair of cops at the rest stop, though."                                GABRIEL                            "Not a problem." THE Countach pulls into  the meager rest stop,  not more than a  water fountain, toilet house and phone booth. A police cruiser sits, lights off, waiting to intercept speeders. EXT. REST STOP (MATRIX) - SUNSET THE Countach skids  to a stop,  kicking up a  massive dust cloud  that hides the  car. We  hear the  door slide,  and the  massive black-clad figure of GABRIEL emerges from the dust.                  An Uzi in each hand, pointed at US. THE COP behind the wheel is too slow to draw, call for backup, or even duck for cover. The safety glass is destroyed as gunfire rips  through it, chewing the cop to pieces. His body thrashes in the seat. GABRIEL turns away. NIOBE pulls up on her bike and gets off,  slowly, obviously the ride had been  a long one. Trinity joins  them. Gabriel stops.                                GABRIEL              "I thought Razor said their were two cops." INT. BATHROOM HOUSE (MATRIX) - SUNSET A ROOKIE cop, his  face to young for  a razor, is shaking  as he peeks through a crack in the door, through which he sees the terrorists  who just wasted his partner. He finishes buckling his pants, and draws his service pistol, only to shake in pain as his body morphs. INT. MAIN DECK - NIGHT RAZOR and CIRCA see the agent morph as the code flies down the screen.                                 RAZOR                           "Fuck, fuck fuck!" EXT. REST STOP (MATRIX) - SUNSET THEY smell something’s wrong. They  move, back to back in  a triangle, for the  phone booth,  weapons draw  and looking  in all  direction at once.                                GABRIEL                          "Niobe, you first."                                Trinity                       "Bullshit, it’s my turn."                                 NIOBE                      "Junior ranks leave first." Trinity enters the booth as the phone starts ringing. It’s the moment Smith was waiting for. HE BURSTS  out of  the door,  gun firing  at the  booth. Inside, glass shatters, and blood sprays as  Trinity is riddled with bullets.  Smith doesn’t stop. He sprays for an eternity, even firing as she collapses, phone still ringing. Her body slumps, smearing blood against the booth door as it shuts from her weight. INT. MAIN DECK (NIGHT) Trinity’S body spasms violently against her harness as her life  signs go berserk.  She’s not  dead, but  death is  only seconds  away. Circa screams, but Razor is locked, staring at the screen with the intensity from which he derived his name. EXT. REST STOP (MATRIX) - NIGHT GABRIEL and NIOBE open fire. Smith shudders, flickers violently, his body moving too fast to follow as the two rebels empty their clips at  him. The actions of the guns stop in the open position, barrels and empty chambers smoking, as the last empty shells patter to the ground. GABRIEL throws the guns down and turns to Niobe.                                GABRIEL                             "Get her out." NIOBE dives for  the shattered booth,  kicking away the  starred glass and  answering  the  ringing  phone.  She  pulls  it  down,  and hauls Trinity’s destroyed body up, placing the phone to her ear. Trinity’S head merely sags lifelessly to one side.                                 NIOBE       "Come on! Go through, Trinity! God damnit don’t give up!" Trinity’S  eyes   flicker.  She   focuses  on   Niobe,  summoning  her consciousness enough to make the  phase back into the real  world. She starts to fade as we cut to: INT. MAIN DECK (NIGHT) CIRCA stands over  Trinity as the  rebels blue eyes  flutter open. Her whole body goes into a seizure and she chokes and screams as she grabs Circa.                                 CIRCA                      "You’re safe, you’re safe!" EXT. REST STOP GABRIEL charges SMITH.  Smith ignores reloads  him, and sights  in on the exposed back of Niobe as she is reaching up to put the phone  back on the  hook. As  the sights  rest right  between her shoulder blades, Gabriel grabs his gun with both hands. He squeezes off one shot,  the action freeze  back on  an empty  chamber, before  Gabriel throws his hands up in the air The shot ricochets clips Niobe’s ear and ricochets off the booth.  She hangs up the phone and touches the blood of her ear. The phone  rings. She looks at it, then back at Gabriel and Smith, raising dust as they fight. She leaves the ringing phone and runs to join the fight. INT. MAIN DECK - NIGHT RAZOR pounds the edge of the console as he watches the screen.                                 RAZOR                            "Crazy mothers!" CIRCA has  removed Trinity’s  interface, but  she’s having  a seizure. Circa can barely hold her down as she uses her teeth to rip the  cover off a wicked hypo.                                 RAZOR                        "What’s wrong with her?"                                 CIRCA              "Her body’s dying but her mind won’t quit." CIRCA straddles her and plunges the massive needle into her chest. EXT. REST STOP (MATRIX) Gabriel and  Smith clash  in the  dust -  punches, kicks,  and blocks coming too  fast to  see. Smith  is wailing  on Gabriel, but Gabriel sneaks in a  kick that separates  them. They take  stances a good  two distances away. They’re about to go at it again when: NIOBE sprints  into the  fight. Performing  a flying  leap kick, Smith grabs her  and swings  her down,  crashing her  body into the concrete with a sickening crack-thud. She rolls, fighting the pain, as Gabriel flies  back into  action, catching  the agent  with a  furious ass  of swinging kicks. Niobe grits back the pain and rejoins her love. Together they  assault the agent, their speed almost, almost equaling his, their will  capped by the limits of their Matrix-bending powers. Finally, Smith resurges. He  lands  a punch  into  Niobe’s stomach,  and  her body  folds  over unnaturally, as if her back is broken. She crumples to the deck, blood pouring from her mouth. GABRIEL screams and brings a hammer blow down on the back of  Smith’s neck,  smashing  the  agent’s  face  down  and  imprinting  it  in the concrete. For a  moment, Smith is  still. Gabriel collects  Niobe and runs for the phone booth, which is still ringing. IT’S too far. Smith grabs him around the knees, spilling him  forward. Man handling him like he weighs nothing, Smith gets on top of him  and starts smashing his fists down into Gabriel’ face.                                 SMITH           "I should have killed you the first chance I had." Like an enraged silverback, he raises his fists together for one final blow. But  instead of  striking, his  eyes catch  something. He  flips back, jumping, as a silver streak cuts through the air, a split second too  slow to  cut the  agent’s head  off. Instead,  it slices  cleanly through the triceps of the raised arms, leaving nick on the throat. RAZOR, dressed in a black kimono and wielding two katanas, steps  over Gabriel as  he pursues  the agent.  Smith rolls  backwards, gains his footing, and retreats from the  swirling blades of death. He  turns to Gabriel:                                 RAZOR                                 "Go!" INT. MAIN DECK - NIGHT RAZOR is strapped into one of the interface chairs, his eyes closed. EXT. REST STOP HALF-DEAD GABRIEL drags NIOBE to the booth. Behind them, Agent Smith backs away from RAZOR’S dual blades, on long, one short. Whenever Razor attacks,  Smith backs away. They circle  one another.                 GABRIEL puts Niobe through the phone.                       RAZOR forces Smith around.                                 RAZOR               "Come on, tough guy, come got some Razor." SMITH frowns  and moves  forward, but  the whistling  edge of  a blade makes him  think twice.  RAZOR holds  the short  sword parallel to the ground, the long sword straight up. He hides his eyes behind the short sword. SMITH’s back is against the sunset. The sun drops below a cloud. RAZOR flashes  the light  off his  short blade,  directly into Smith’s eyes, blinding him as he strikes with the long sword. SMITH, blinded, turns and backs away. RAZOR attacks. IN the  booth, Niobe  is gone.  GABRIEL hangs  up the  phone. He  can barely stand up enough to reach the handset. When it rings he picks it up. But he doesn’t disappear.                                GABRIEL                              "Reload me." INT. MAIN DECK - NIGHT                                 CIRCA                              "All right." SHE punches  some keys.  GABRIEL’ 3-D  avatar flashes  on a  console, along with a massive array of weapons. EXT. BOOTH (MATRIX) - SUNSET GABRIEL disappears for a second, then reappears. Now he is  perfectly clean, and immaculately dressed. He replaces his sunglasses and  kicks through  the remains  of the  booth, walking  toward the  fight as  he produces new weapons, heavy with ammo, from his long coat. RAZOR keeps  swinging at  SMITH -  and missing.  Seeing his chance, he runs back for the ringing  phone. SMITH pursues, almost on  RAZOR when the Greg Fair-samurai jumps in the  air and pirouhettes, swinging one  sword after another, like a helicopter blade from Hell. IN the liquid  world of slo-mo,  the short sword  cuts through Smith’s outstretched fingers, sending them  flying. The long sword  grazes his forearm, cutting through the fabric  and taking off a slice  of flesh. The tip of  the sword slices  through his suit,  cutting his tie  off, digging about an inch into his torso. SMITH collapses into the dust, his  face a mask of blood and  dust. He doesn’t try to get up. RAZOR passes GABRIEL, who backs up to the ringing phone booth.  Razor goes  through first.  GABRIEL keeps  his eyes  and weapon  locked on SMITH, who  makes no  attempt to  pursue. He  stands calmly,  and in a dignified manner, wipes dust off  his clothing as he watches  Gabriel step into the booth, and replace the phone. It rings. One hand on the receiver, Gabriel stares back at Smith. SMITH stands there, not attempting to pursue. Gabriel pauses,  taking advantage of the chance to observe his deadly enemy. SMITH stares at the booth for a second. Emotion twists his face, first anger,  then  perhaps  sadness.  He’s lost.  He’ll  be  in  the Matrix forever. With a quicksilver flash,  his body reverts back  to the shape of  the rookie cop. THE young  man is  left standing  there. He  is filthy,  bloody, badly sliced up, and the fingers of one hand are missing. He looks around at the carnage  as his  mouth simply  opens and  closes, reflexively,  in shock. He focuses on Gabriel. The rebel answers the phone and disappears, leaving the cop, his  body broken and his mind blown. INT. MAIN DECK - NIGHT CIRCA helps GABRIEL off the interface chair. Razor is triumphant.                                 RAZOR    "Did you see that? We beat him! A fucking agent! He gave up!" GABRIEL, unflappable, rises and rushes to the operations consoles.                                GABRIEL                            "Where is Greg Fair?"                                 CIRCA  "Haven’t heard from him. The city is still cut off from the rest of                              the Matrix."    GABRIEL appears enraged. He looks at Greg Fair, supine on his chair.                                GABRIEL       "Why does it still exist? Why hasn’t he destroyed it yet?"                                 RAZOR                           "Maybe he can’t."  Trinity is sitting on the edge of her interface chair, looking like                                 hell.                                Trinity                  "Is he even alive? Is he captured?"                                 RAZOR   "Last we saw he was trying to blow up the building. Haven’t locked                            onto him since."                                GABRIEL                            "What? Why not?"                                 CIRCA     "Call me crazy, but I think he’s masking his own displacement                              signature."                                 RAZOR "His carrier signal just goes nowhere. But there is data going back                              and forth." GABRIEL  stares at  the data  on the  screens. The  Matrix lives.  He pushes Razor out of the way, and starts hacking at the keyboard at  an incredible rate. It’s obvious Gabriel can handle computers.                                GABRIEL                "I found him once. I’ll find him again." We  go deeper  into the  miasma of  green symbols,  swallowed by  the blackness of the screen, and emerge into: INT. PENTHOUSE APARTMENT (MATRIX) - NIGHT The apartment is luxuriously laid out and furnished. GREG FAIR sits on a leather couch, watching  whatever on the  tube with the  sound off. He absentmindedly  manipulates a  quarter over  and around  his fingers. Finally, he stops and looks at the quarter. Holding it between his  thumb and forefinger, he  folds it in half  as though it was a disk of bubble  gum. He folds it again, then rools  it as though it’s a musket ball. Chandra enters the living room and collapses on the couch. She reaches points the remote at the TV, but GREG FAIR puts his hand over it to  get her attention.                                GREG FAIR         "So, you really don’t have any idea how you got here?"                                CHANDRA                "No. I only remember being on the bike."                             GREG FAIR sighs.                                GREG FAIR  "Yeah, you took a pretty good knock on the head. Do you know how we                            got this place?"                       She looks at him, annoyed.                                CHANDRA             "Duh. We broke in. We don’t own a penthouse."                                GREG FAIR                        "What if I said we did?"                                CHANDRA                        "I’d say you’re insane." She finally gets the remote and changes the channel. The volume  comes on, louder and  infinitely more tinny  and obnoxious than  anything in life. Chandra laughs at the images as GREG FAIR stares into space. INT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT GREG FAIR sits with his back against a blackened brick wall, staring  ahead. He’s  in the  belfry of  an ancient,  destroyed cathedral,  among the pigeon nests, soot, and bird crap. FROM here, in  downtown, we can  see the modern,  uptown section, with its  gleaming  skyscrapers. METACORTEX  still  stands, illuminated  by searchlights. GREG FAIR sits and broods. Isolated, his world turned upside down and  right side out in less than a week, his mind and spirit are a blank. Again, he tries his cell phone.  Static. He collapses it and puts  it. Just as it leaves his mind, it rings. The face flips open. GREG FAIR puts it to his ear without speaking.                            GABRIEL (O.S.)                                 "Greg Fair."               GREG FAIR’S grim expression is melted by relief.                                  GREG FAIR        "Gabriel! Holy shit! You won’t believe what happened."                                GABRIEL                               "I know."                                  GREG FAIR            "I couldn’t do it. Gabriel, there’s a problem." INT. MAIN DECK - NIGHT        GABRIEL has the headset on. He stands and surveys GREG FAIR.                                GABRIEL             "Yes, there is a problem. The Matrix exists." EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT                   GREG FAIR’S relief fades into confusion.                                  GREG FAIR                          "I know. I’m sorry."                            GABRIEL (O.S.)                         "And the problem is..."                                  GREG FAIR  "Uh, it’s impossible. If the Matrix is destroyed, the people within the system will die. They will all die. There has to be a different                                 way."                       GABRIEL doesn’t respond.                                  GREG FAIR                     "Gabriel? Did you know this?" We  hear  nothing. GREG FAIR  can  hear his  own  heart beating.  Anger  and confusion add to the already heavy mental burden he carries.                            GABRIEL (O.S.)               "I didn’t say things would be easy, Greg Fair."         GREG FAIR sinks to the ground, shocked. He shakes his head.                                  GREG FAIR                                 "No." INT. MAIN DECK - NIGHT GABRIEL isn’t happy about what he has to tell his protégé, but  there is no bending his will. The others look on soberly.                                GABRIEL    "Greg Fair, the Matrix... it’s not real. And it’s up to you to end it." EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT GREG FAIR can’t stand the reality of the situation. He’s coming apart.                                  GREG FAIR   "No, Gabriel, this can’t be! We can’t do this! We have to get the                              people out."                            GABRIEL (O.S.)  "Even if we could somehow get to them without cutting through their defenses, there’s no way we can rehabilitate billions of people. They                  wouldn’t even want to be woken up."                             Greg Fair is silent.                            GABRIEL (O.S.)                   "You can do it. You can free us."                                  GREG FAIR              "Why me? Why the fuck do I have to do this?"                  GABRIEL is silent for a long while. INT. MAIN DECK - NIGHT Everyone is watching  Gabriel, and no  one can quite  believe what is happening.                                GABRIEL "You know what needs to be done. Time is short. Make up your mind. The only way you’re getting out of the Matrix is through its destruction."                     Gabriel kills the connection. EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT Greg Fair hears the line click dead. He can’t believe what has happened. INT. MAIN DECK - NIGHT GABRIEL drops the headset on  the operations console. He types  a few commands on the keyboard, then addresses the crew.                                GABRIEL                   "No one goes in. He’s on his own."                        He leaves the main deck. Trinity stares at Greg Fair for a moment, her face fighting for composure No one looks at her. She walks away, then leans against the bulkhead, her body shaking. EXT. BURNT-OUT CATHEDRAL (MATRIX) - NIGHT Greg Fair closes the cell  phone. He reaches to  tuck it away, then  pauses, looking at it. He drops it to the ground and walks on. He stands out on   a finger of crumbling   church, the night air   all around him.  The  city  lights are   alive below.  He  focuses  on the Metacortex building. Leaving  him there, we  rush to it  until we dive into the dark  shadows  of the  very building,  going  microscopically close, until the  darkness gives way  to the glowing  green miasma  of quantum  code.  It  fills  the  screen  before  we  bust  through into darkness again. TO BE CONTINUED...