THE MATRIX RETRIBUTIONS (2005)

by-

Josiah Hutchison

additional concepts by-

Matt White

based on the scripts, "The Matrix,
"The Matrix Reloaded,
and "The Matrix Revolutions"
by the Wachowski Brothers, as well as "Enter the Matrix"
"The Matrix Online"
and "The Animatrix"

"The Matrix" universe and affiliated characters are owned strictly by the Wachowski Brothers
and Warner Brothers Inc. All origional characters belong to me.

The Matrix Retributions : Offical Soundtrack Music from and inspired by the motion-picture script.

1. Back Into Hell - Meatloaf
2. Ready Fules - Anberlin
3. My Last Bearth - Evanescence
4. Everything Dies - Type O-
5. Downfall - Trust Company
6. Wake Up, Make A Move - Lostprophets
7. Millionare - Queens of the Stone Age
8. Tribal - P.O.D.
9. Let the Bodies Hit the Floor - Drowning Pool
10. Gurella Raido - Rage Against the Machine
11. In Keeping Secrets of Silent Earth - Cohead and Cambria
12. Army of Me - Bjork
13. Optimissed - Skinnypuppy
14. Session - Linkin Park
15. Clubbed to Death - Rob Dougan
16. Revolutions Main Titles
17. Tea House - Juno Reactor
18. Morbid Mifune - Don Davis
19. Death Dealer Descent - Reholder
20. Tetsujin - Juno Reactor/Don Davis
21. Neodammerung - Don Davis

note track 18 subject to change

FADE IN:

(Soundtrack note "The Matrix Revolutions Main Titles" - Don Davis)

Black screen. We hear the noise of a loading modem dial-up. Green scrolling
symbols fill the screen and form the words : "THE MATRIX" and then,
"RETRIBUTIONS". The symbols continue to drop and form the outline of a
city skyline. The symbols drop then fade out to.

Ext. Hotel Lafayette

Open on a city skyline at nightime. Everything seems in a shade of green.A lone
woman stands atop the roof of a dilapidated building. A breeze kicks
up and her shoulder legnth red hair blows in the wind. She is dressed compleatly
in tight black leather, a jumpsuit and small waist-up coat. She has beautiful
features. Her name is Phoenix.

A cell phone rings, and she smoothly pulls it out of a pocket in her jacket.
She presses a switch and the bottom flips down, turned on and ready for use.
She lifts it to her ear.

PHOENIX
Is it ready?

OPERATOR (v.o.)
Yes. He sould be there any second.

PHOENIX
Any agents?

OPERATOR (v.o.)
Not yet, atleast.

PHOENIX
Good.

She hangs up the phone and places it in her coat. Then she walkes over
to the edge and looks over.

On the street floor we see three figures, one male, two female, all dressed in black.
They walk into a nightclub with a neon sign that reads "TECH NOIR" in flashing green.

As soon as they are inside and the street is clean, Phoenix takes a deep
breath, flips her arms out almost as wings, and jumps over the side of the building.

EXT. City streets

Slow-mo shot of her smashing onto the street floor in a crouched postion, and
shock waves splash outwards. She stands up perfectly unharmed, and straightens
a loose strand of hair that had come slightly out of place.

INT. Tech Noir nightclub

(Soundtrack note select clips from "Army of Me" - Bjork)

Loud, ambient music assults our senses. Hundreds of people are packed into the
tiny little space, all dressed in black clothing, many of the girls in skimpy, revealing outfits.
All are rave dancing.

A young teenager breaks away from the dance floor and walks over to the bar. He
has on a "Famous Stars and Straps" teeshirt, and his hair is spiked with red tips.
He looks no more than 18. Probably too young to be in there. His name is LOKI.

He slaps a handshake with the bartender, a huge black man in his early fourties.
This is SHAWN.

LOKI
Hey whats up Shawn!

SHAWN
Aww, nothin much James. What's go'in on dog?

LOKI
Why don't you get me a beer and we can talk for a while.

Shawn pulls a beer out from the rack behind him.

SHAWN
You goanna get me arrested one of these days, man. Your about 3 years too young for this stuff.

He twists off the cap and hands the beer to Loki.

LOKI
Hey, it's no problem.

SHAWN
Maybe not for you.

The two of them laugh. and Loki takes a long swig. Another coustomer appears a
few feet away and Shawn moves off to help him. Loki is left alone. He takes another
swig.We hear that the music in the club has changed.

Another teenager, about his age, walks up to the bar. He is dressed very similar to Loki,
with neo-gothic clothes and spikey hair. His name is KNOX. Another hacker.

KONX
Hey Jamie. You got it?

LOKI
Right here dude.

Loki reaches into his back pocket and pulls out a small floppy disc, handing it to Knox.

KNOX
Good man. By tomorrow afternoon we'll both be about 50,000 dollars richer LOKI
Hell yes!

The two of them slap a high five.

LOKI
Now remember, release it from one of your laptops while logged in to their database.
The program will transfer the funds to your other computer, just make sure their linked.

KNOX
Yeah, I know. But dude, me and some of the others are gonna hang tonight. You wanna join?

Knox opens up his coat to put the disc in one of the inside pockets, and as he does so, Loki sees a
bunch of syringes full of mescaline and other liquid drugs. Knox hands him a large
wad of bills. Loki takes this and slips it into his pocket.

LOKI
No thanks. I got work tomorrow.

KNOX
Whatever. I'll catch up to you later.

He slips away from the bar and in to the crowd of people, heading for the door. A group of 5
other hackers are waiting for him at the entrance, and when he catches up to them they all turn and
walk out.

Only seconds later we see Phoenix enter the club and walk toward him. Loki sees this as well,
and leans back against the bar, checking her out. She dosn't look to bad. A little older.

She walks right up to him.

PHOENIX
Hello Loki.

Loki is taken aback. Not many people besides Knox and a few others know him by his
hacker name. He hopes not, atleast, he's commited more than a dozen different computer crimes,
and all more than once.

LOKI
I don't know what you are talking about.

He shrugs and begins to turn away.

PHOENIX
Listen to me.

Loki is struck by the power in her voice.

PHOENIX
I don't have much time. And neither do you. The're looking for you.

LOKI (puzzeled).
What? Who is looking for me? Who are you?

PHOENIX (ignoring his questions)
The time has come for you to make your choice.

She leans close to him so that only he can hear.

PHOENIX (whispering)
I know about the virus you just sold to Knox.
I also know what your searching for. And I know the question. The question that compells
you to do everything you have done for the past 3 years.

LOKI
' What is the Matrix? '

PHOENIX
The truth is out there, Loki.
All you have to do is embrace it,
just like I did. It is almost time.
She begins to walk off.

LOKI
Wait!

She stops and turn around.

LOKI
What's your name?

PHOENIX
Phoenix.

With that she dissapears into the crowd. Loki is left at the bar to ponder her words.
He takes another swig from his beer and turns away. EXT. Street outside nightclub

Phoenix pushes open the glass doors of the nightclub and walks over to the shadows
on the other end of the street. She pulls out her cell phone and presses 'Send.
We hear a number being dialed. The same man picks up from before.

OPERATOR (v.o.)
Operator.

PHOENIX
I need an exit.

OPERATOR (v.o.)
I got one ready for ya. Its at the corner of Smith and Holmes on 94th.

PHOENIX Any agent activity?

OPERATOR (v.o.)
Still nothing.

PHOENIX
Very strange.

She closes her phone and drops it back in her pocket. She starts off on a quick but
steady walk as to not attract attention, careful not to meet anyone's eyes.

INT. Tech Noir nightclub

Loki finishes his drink and prepaires to leave. Nodding a goodbye to some of his
friends who are sitting at a table, he heads for the door.

EXT. Street outside nightclub

Loki leaves the nightclub and starts off home, turning a corner. He hops over a chain
link fence and into an alley, humming a tune to himself.

EXT. City streets

Phoenix comes to the end of a street and turns, eagerly seeing the telephone hardline
a block away, on the other side of the street. She begins to jog. Suddenly we hear a CRASH
behind her.

Phoenix closes her eyes in frustration, already knowing what it was.

AGENT BROWN (v.o.)
Ms. Brewster.

Phoenix slowly turns around to face her adversary. An agent dressed in a black suit is standing
twenty feet behind her. Even in the middle of the night he is wearing bulky black sunglasses.
Behind them we hear the hardline ringing.

AGENT BROWN
Why are you leaving us so soon?

They stare eachother down for only a second before Phoenix turns around and bolts for the
hardline. A bullet explodes the parking toll stand right next to her, spraying change everywhere.
Phoenix ducks out of the way. Two more bullets rush by her, barely missing her head.

Phoenix runs sideways and jumps up, in slow motion, bouncing off the brick wall of an
old building for momentum and leaps into the middle of the street. She is almost to the
phone booth. There is a rush of wind and the Agent jumps right in front of her in slow motion,
smashing a parked car into a pretzel and using the momentum he created to bodily tackle
Phoenix to the ground. As they hit the concrete, his gun scatters away.

Phoenix groans as she is slammed into the hard pavement. We hear the crack of her ribs.
A thin line of blood is trickling out of the side of her mouth. She rolls over and throws the
agent off of her, he lands just a foot away. Immeaditly he is on his feet again. He launches a kick
at her that she dodges by rolling to the side. As she does so she pulls out the small pistol from her
jacket and fires off ten shots, all of which the agent dodges in a blur of lightning fast movements.
On her last shot she nails the agent in the arm, knocking him off ballance, giving her the time she
needs.

She jumps to her feet and makes for the phone booth as fast as she can. She is only a dozen
feet away.By now the agent has gotten up and is chasing after her. She smashes through
the glass doors and lunges for the ringing receiver. She places it to her ear just as the agents hand
smashes through the glass to grab her throat. There is a shower of broken glass and as it
falls away we see that his clenched fist has grabbed nothing. Phoenix has vanished.

He tightens his jaw as he pulls out his arm from the both and calmly walks away, the target escaped.

EXT. City streets

Loki continues along home. A slight rain begins. He pulles his jacket tighter around him
and quickens his pace.

EXT. City streets-outside Tabernacle

Loki turns a corner and comes within sight of his home, the TABERNACLE. It is nestled in
between an abandoned raido station and a half-built skyscraper, both in a state of heavy
decomposition. The Tabnernacle is a four story brick building, and very old by the looks of it.
There are three windows on each level, all dark except for one on the highest level. A set of about
10-15 concrete stairs lead up to the wooden door.

Loki jogs the last few meters to the stairs.

EXT. Tabernacle stairs

Loki leaps up the stairs in a hurry to get out of the rain, and as he does so, the door opens
and a tall man dressed in all black and with combat boots walks out. Holding his hand is a
little girl, of about nine years old. She is dressed like a Catholic-school youngster, with a
white shirt and blue jumper. She hides her face as Loki passes them. The man nods a gretting
to Loki, who does the same. Loki is confused, but quickly opens the door and walks inside.

INT. Tabernacle 1st floor

The old door creaks open and Loki enters. It is dark and moldy, almost creepy. A broken
chandiler hangs from the ceiling. Through a door to his right, we see an old dining room.
A tall china cabnet sits empty, it's contents looted decades ago. One of the glass doors hangs
open, but all the glass has been shattered. A decaying white table cloth covers and old table.
Loki takes off his jacket and throws it on one of the chairs.

Loki passes by the door and walks right to the achient staircase and starts heading upstairs,
holding the handrail. He passes up two more flights of stairs . Both the second and third floors
are empty and decrepid, everything is covered in dust. Finally he comes to the fourth floor. It is
a hallway with only two doors. The door to his left is open just a crack, but we can see a
golden-yellow light streaming out into the dark hall. Loki walks over and opens the door, entering.

INT. Tabernacle - Temple of Zion

The room is very bright, awash with a golden light emmiting from hundreds of candles. Loki
has to raise his hand to shade his eyes. Incense sticks burn in little saucers at various points
in the room. As for the structure of the room, it is large yet very simple. The walls are bare
and the yellowed paint is peeling. There is only one window, at the far wall.There is a small
bed in the far corner. The only decoration in the entire room is a large banner with a strange
symbol crafted on it. We recognize it as a piece of Matrix codeing from the opening sequence.
It is in the shape and likeness of a Z for Zion.

In the middle of the floor, sitting on an achient-looking Chinese meditation chair, is an old Asian
man with stringy gray hair that flows past his shoulders. His legs are crossed in an
indian style position and his eyes are closed as he meditates. This is NICODEMUS.
On the ground next to him is an old walking stick, intricately carved with hundreds of figures.
He has his back to Loki. Without opening his eyes, he breathes out a long heavy sigh, comming
out of his intense meditaion. He does not turn around though.

NICODEMUS
Hello Jamie. Welcome back.

He has a horse, raspy voice that is full of wisdom.

LOKI (a little suprised)
Oh, hey. How do you always know when it's me, anyway?

He raises one of his eyebrows suspiciously. Nicodemus turns around slowly and
opens his eyes.

NICODEMUS
Why do you always ask?

Loki laughes off the question. Nicodemus rarely gives him a straight answer.

LOKI
Who was that guy anyway?

He motions behind him with his thumb, indicating the stranger he passed on the stairs.

NICODEMUS
Ah, an old friend. But you need not worry yourself with him. You know I always have
visitors.

LOKI
Well, whatever; I'm hitting it. I've got work in the morning.

Loki tirns around and walks to the door, shutting it behind him.

NICODEMUS (softly)
The time is comming, Loki. Your time.

As he returns to his meditation, all the candle flames in the room begin to bow in the same
direction, in complete synchronization, like a wind was blowing.

INT. Tabernacle - Loki's room

Loki flips on the light switch next to the door as he enters his room, but it emits only a little
light from a single bulb on the ceiling. We can tell that, while still shabby and old, this
is the best kept room in the house. Posters of metal bands and all sorts of other things adorn
the walls. On a sturdy wooden table are three computers: one Mac, two PC, as well as a printer,
a phone, and a tiny desk light. All the computers are on sleep mode, and they are humming
softly. Loki presses a few buttons and they all come to life, casting a green glow on Loki's face
as he sits down and begins to type, going back and fourth between all three computers. Dozens
of cheap floppy discs are stacked up on the table next to him, all home- made viruses and programs.
He pulls on some headphones and goes to work.

CUT TO :

INT. Tabernacle - Loki's room

Loki is typing away when suddenly all three of his computers suddenly freeze then go dark.
Then tiny green letters type themselves onto his screens.

TEXT
Hello Loki. My name is EON.

LOKI
What the hell?

Loki tries to hit the escape key, then control - alt - delete, but nothing happens.

Text continues to spread.

EON (text)
I am downloading a virus onto your A: drive. Do not be alarmed. I made it for
you. You will know when you must use it. But for now you must hide it. You will hear from
me again.

And then all the computers simutaniously shut down. Loki stares in disbelief at the screen.
After a beat, he reaches out his hand ejects a floppy disc frim the center computer. The virus.
He stares astonished, for the words "Bowls of Wrath" have been neatly typed on the label. Loki
shakes his head.

LOKI
This is too weird.

He shoves the virus in a plastic bag and throws it into his backpack, along with the cash he got
from Knox and a few other discs. He then switches of the lamp on his desk.

EXT. City streets - outside Knox's place

Knox and his 5 buddies from the club walk down the street and stop at an old warehouse. Knox
kicks open the door and they all enter.

INT. Knox's place

The warehouse has long since been abandoned. Piles of boxes are scattered about, crates
have been turned over to be used as desks. A couple of laptops and modems have been palced on some
of the crates. Two large metal briefcases are on one of the other crates. Knox walks over and
startes up the laptops as his friends relax. There are two girls, AMP and SHIVA. The other three
are guys, REVEREND, NIX, and ECHO. Nix walks over next to Knox as the other take seat
on the crates.

Knox pulles the virus out of his coat pocket and slips it in to the first computer, booting up the
program. Nix sits down in front of the other laptop, hacking into the database.

SHIVA
Hey Knox, pass out the goodies!

Knox turns to her and throws her a syringe. He then passes out the goods to the others.

CUT TO :

INT. Knox's place

It looks to be an hour later or so. Reverend, Amp, Shiva, and Echo lie on the floor, their
bodys full of drugs. Spent syringes have been scattered all over the floor. Nix and Knox are
still at the computers, drug free.

NIX
Yes! I'm in.

KNOX
Good.

Knox begins loading up the virus as Nix connects a cord between the two computers. The
program begins. We see one account ballances on each computer. The one on Knox's says 0
and begins to add up, and the account ballance on Nix's begins to decrease. 200,000...190,000
...150,000...

KNOX
Come to pappa...

Suddenly we hear dozens of boots on the rooftop, runnning along the sides.

NIX
Goddamnit!

KNOX
It's the Feds!

Knox throws open the two metal cases, revealing stacks of money, but more pertinent, Glock
pistols. He takes one out and cocks it, then throws one to Nix. The others have jumped to
thier feet, now in a rush. Reverend pulls out his weapon and shoves another syringe onto his arm,
filling himself back up.

REVEREND
Hell yes.

Amp starts to cry, trying to load her pistol, but she drops the bullets all over the floor.

The door that they came in from bursts open, and MARINES, dressed in all black, pour in.
The lights on their guns are sweeping all over. Reverend starts firing. The shootout begins.

(Soundtrack note select clips from "Let the Bodies Hit the Floor" - Drowning Pool)

Boxes explode as bullets tear through them. Amp dives behind one of the crates,
hysterical. Echo is blasted after taking down one of the marines.

Nix gets pumped with metal as his body flies back and smashes into the computers, knocking
them over. Knox fires, one pistol in each hand, and takes down two marines. Glass shatters and
rains down on them as the marines on the roof drop down through the windows. Reverend takes
out two of them. There are now over 20 marines in the room. Shiva gets blasted and slumps to the
floor.

Reverend shoots another marine before three marines fill him with lead, and his body jerks
with each impact.

Knox is hiding behind one of the metal crates. Bullets zip over his head. He turns to see Amp
crawling toward one of the low windows. If he can only keep the marines attention on him, she might
be able to escape. He shoots her a last goodbye and nods, and she starts out the window.

Knox rolls from his hiding place, screaming, firing wildly. He takes down at least three of the
marines. Amp has made it out the window and gives one last glance to Knox, seeing bullets rip
him apart. Crying, she runs down the road, hiding behind the other warehouses.

CUT TO :

Int. Reverends place-later

Close up of a pair of expensive leather shoes as they crunch the glass they are walking over.

We pan up to see that it is AGENT BROWN, followed closely by AGENT JACKSON
and AGENT HUNT. They are all dressed identically, in black Armani suits and sunglasses.
They all have hardwires. One of the marines runs over to them. He looks to be in charge.

MARINE
Mission accomplished, sir. But we believe one of the suspects escaped. A young female.

AGENT JACKSON
Very well, Seargent. Find her then report back to me.

The marine salutes them and runs off. The agents scan the warehouse with their eyes. Boxes
and crates have been scattered about. Bullet holes and shells are everywhere. At least a
dozen bodybags are lined up at the entrance, one by one bieng loaded onto an ambulence.
Agent Brown walks over to one of the laptops. It is riddled with bullet holes. He presses a
button on the side and the disc pops out. He takes it and places it in his pocket.

AGENT BROWN
We'll need to file this in the archive.

AGENT JACKSON
Yes.

AGENT HUNT
We've found the origionator.

AGENT JACKSON
The name is Loki.

AGENT BROWN
Find him.

INT. The Exodus - Main Deck

All is dark, but we can see the faint outline of two figures, one male, one female.
They are standing next to an elaborate setup of screens, all dark. The man has
a slight Hispanic accent.

MAN
The Excalibur was ambused just a little over an hour ago. Six casualties; only the
Captian and Rex survived.

The woman sighs.

WOMAN
Do you think this kid can help us?

We recognize her voice; it's Phoenix.

MAN
I can only hope so. This can't go on any longer. We're dying out there.

PHOENIX
When are we going in for him?

MAN
Tomorrow.

FADE OUT

FADE IN

EXT. Outside Tabernacle - Next day - Morning

Loki hopps down the steps, dressed in his usual punk clothing. He has a backpack
slung over his shoulder. He has a pair of headphones on, blasting his head with music. He
starts over to the sidewalk and makes his way into the city.

EXT. Safehouse

Loki stopps next to an old, beatup apartment building and walks around back. There is
a large matinence shed with a big padlock on the wooden door. Loki pulls out a key from
his pocket and opens it. Dust scatters as he swings open the achient door. After looking
around to see if he is being followed, he brings out the plastic bag carrying the money and
viruses and tosses them inside before locking it back.

Looking around again, he heads back to the street and continues on to work.

EXT. Outside McDonalds

The McDonalds is located on a corner in the middle of the city, in one of the better sides of town.
People ride by on bikes. The traffic is somewhat heavy. Loki crosses the street and walks into
the building through a back entrance.

INT. McDonalds

In the back, Loki changes from his punk getup into his McDonalds employee outfit. He throws
his old clothes into the backpack as well as his cd player. He gives a grunt and tosses it in the
corner, leaving the room through the far door into the restruant.

INT. McDonalds - later

Loki is busy taking orders at the window. A car pulls up and hands him a few
bills, which Loki throws into the register and gives the man back his change.

LOKI
Thank you.

His voice is humorless and cold.

One of the other workers at the front counter beckons to him.

COUNTER MAN
Hey Jamie! Someone here to see you.

LOKI
All right dude, be right there.

He hands his head set to the man as he passes him.

LOKI
Take over for me for a second.

He walks up to the counter to see Amp standing there. Her eyes are dry but red with
shed tears. Her hair and makeup are frizzled. Loki leans in close to talk to her.

LOKI
Jesus, girl! What happened to you?

AMP
They wasted him!

LOKI
Who? Wasted who?

AMP
Knox! Last night! It was the feds! They found us, killed all the others. I was barely
goddamn' able to get out. I'm sure they came for your virus. They'll come for you next!

Loki looks like he has been dealt a physical blow, but he can see that she is near
hystarics.

LOKI
Look, just calm down. I'll be fine.

He puts a comforting hand on her shoulder.

LOKI
Meet me at the safehouse at one. We'll figure out what to do.
You know where the safehouse is?

Amp nods.

AMP
Allright. But be carefull! They must have known about the virus. You'll be next.

She slipps out of the restruant. Loki stands there, unmoving.

LOKI
Shit!

The counter worker walks over and hands him the headset.

COUNTER MAN
What the hell was that all about?

LOKI
Nothing. Forget it.

Loki takes the headset and walks back over to his window, muttering obsceneties.
Suddenly a female voice comes over his headset.

VOICE (v.o.)
Hello Loki.

LOKI
Phoenix?

PHOENIX (v.o.)
That's right. We wanted to wait, but, unfortunately the two of us have run out of time.
The're comming for you Loki. You have to come with us.

Loki looks out the drive-through window and sees no one.

LOKI
Where are you? How did you get onto this line?

PHOENIX (v.o.)
There is no time now. I'm in a black car about a block away, on you right. Meet me in
three minutes.

LOKI
What, I'm supposed to just leave?

PHOENIX (v.o.)
Yes. You have no other option.

Loki sighs.

LOKI
Fine. I'll be right there.

There is a click and the voice dissapears.

LOKI
Never liked this job anyway.

Loki takes off the headset and places it on top of the register. He calls to another employee.

LOKI
Hey Amber, take over for me for a sec, would you?

Without waiting for an answer he walks out the back, carefull to grab his bag on the way out.

EXT. Outside McDonalds

Loki stides across the street to the other side and starts down the sidewalk. A moment later
he comes to an allyway on his right.

EXT. Alleyway.

A long black SUV is waiting for him. All the windows have been tainted black. As he turns
the corner into the alley it slowly crawls forward until it's backseat door is parallel to him.
He hesitates, then opens the door and climbs in.

INT. SUV

Loki looks around at all the other faces inside the SUV. Phoenix is sitting next to him, in the same
outfit from earlier. He can't see the driver very well, but he can tell that it is a man with
short, dark hair. The man in the passenger's seat slowly turns to face him. He is of mexican
heritage, with curly dark hair and black wrap-around glasses. A short, well-trimmed gotee
adorns his chin. He is wearing a black leather trenchcoat with a black 3-piece suit under it, as
well as a black shirt and striking red tie. He is BISHOP. He has a slight accent. We recognize his
voice as the man from the ship earlier. He holds out his hand to Loki.

BISHOP
Greetings Loki. I am Bishop. I'm very glad you've come.

Loki hesitates, then shakes his hand.

BISHOP
Please, make yourself at home.

Loki takes his bag and puts in the in the back, then turns back to face the others. Bishop
has turned around, facing the street, but continues to talk to him. Phoenix has averted her
eyes out her window as well. Loki places his hands in his lap and leans against the window,
trying not to look nervous.

BISHOP
There is no need for fear here. We are here to help you.

He turns to the driver.

BISHOP
Cable, take us to the Exit.

CABLE nods and places his foot on the accelerator. The SUV exits the alleyway and
takes a left.

BISHOP
I don't know how well you're going to handle what I want to show you, Loki, but
nevertheless, you have come this far.

Loki shifts in his seat.

BISHOP
You are here because you have a question. Your here because of The Matrix.
Am I correct?

Loki tries to keep us his "bad-ass" attitude.

LOKI
Simple way of putting it.

BISHOP
I am here to give you the answer to this question that has bothered you, bothered you ever
since you were a young teenager. You are very special, Loki. You have become aware of things
in this world that few others have. You have realized that there is something wrong with the world,
something you can't explain, but you know is there. A fundamental flaw that just eats away at
you, driving you mad. It is that feeling that has driven you to Phoenix and I. It is the presence of
The Matrix.

He pauses.

BISHOP
Do you want to know what it is?

Bishop draws out the last three words, letting them hang. Loki nods,and Bishop resumes.

BISHOP
Have you ever had a dream within a dream, Loki? How can you tell if you have truly woken up,
or if all of this is nothing more than a figment of your imagination? The answer is you cannot.
You can never know for sure. The Matrix is everything, Loki, it is everywhere You can see it when
you look out of the window next to you. You can taste it when you bite into a piece of cherry pie.
It is the dream that you have dreamed since birth. It is the fantasy of freedom. This dream has
but one purpose : to blind you from the truth. The truth that you are a prisnor, a slave to The Matrix
itself. Bishop pauses again.

BISHOP
I can't tell you what the Matrix is. But I can show you.

Bishop pulls out a small metal box from the inside of his jacket and opens it on his palm, and
we zoom in on the contents: two pills, one blue and one red, side by side.

The car comes to a halt behind an achient movie theater.

CABLE
We're here.

Bishop nods his approval and turns back to face Loki.

BISHOP
It is time for you to make the choice. You take the blue pill...

Bishop takes the blue pill out of the box and displays it.

BISHOP
...and this never happened. You return to your job, your home, your old life. And continue
dreaming the dream of freedom. Or...

Bishop takes the red pill out.

BISHOP
...you take the red pill, and I show you just how much of a dream it all really is. The c
hoice is yours.

Loki looks from one pill to the other, then back again.

BISHOP
Remember, all I offer you is the truth.

Loki takes the red pill from Bishop's hand and swallows it with the help of a tiny water
glass in the armrest cupholder.

BISHOP
Excellent. Come with me.

EXT. Outside Theater

Bishop, Cable, and Phoenix all step out of the SUV similtaniously, with Loki faltering behind.
We get our first good look at Cable. He is tall, early thirties, with short dark hair and rectangular
black sunglasses. He wears all black, with a black jean jacket. They shut the doors and head inside
the old building through an aging green door, Bishop first, followed by Cable, Loki, and finally Phoenix.

INT. Movie Theater

The door they entered is located at the very front of the large room, right next to the old projection
screen. Bishop flipps on a lightswitch next to the door and the little lights along the isles light up,
illuminating the path. They take the stairs to the right of the rows of seats, all the way up to the projection
room. Bishop fiddles with the handle for a split second and they enter the projection room.

INT. Projection Room

The room is fairly small, with a few computers lined up on a desk where the projector would usually be.
In the middle of the room is what looks like an old dentist chair.

BISHOP
Please, sit.

He gestures towards the dentist chair. Loki quietly obeys, looking around at the strange machines in
the room. There is an antique telephone mounted on a strange console that is hooked up to one of the
computers.

Cable sits down in front of the computers and turns them on. He starts loading programs and whatnot.
Phoenix starts attaching wires to Loki's arms and legs using medical tape; they look like some kind of
sensory receptors. Loki tenses up.

LOKI
What is all this?

PHOENIX
It's your exit to the Real World.

LOKI
The Real World?

Phoenix shushes him gently.

Bishop is standing next to Cable and he dials a number on the antique phone, then places the receiver
ontop of a black box on the console. Wires are running out of the box, and we see they are the
same wires Phoenix just hooked up to Loki.

Bishop takes out his cell phone and presses a button.

BISHOP (into phone)
Mok, is the tracking system almost finished?

He pauses for a moment while the person on the other end replies.

BISHOP
Good. We'll need the signal soon.

Bishop places the phone back in his pocket. He then turns to face Loki.

BISHOP

That pill I gave you is part of a tracing program. It disrupts the carrier waves in your brain in
a minute way so we'll be able to find your body.

LOKI (nervous)
What the hell is that supposed to mean?

CABLE
It means the dream's over, kid.

Bishop turns to Cable.

BISHOP
The injector, please.

Cable whips out a strange looking silver pistol from his jacket and hands it to Bishop.
He proceeds to calmly aim at Loki. Loki's eyes go wide.

LOKI
Hey! What the fuck is this?

BISHOP
Relax, it'll only feel like a bee sting. It's programmed for minium pain.

Bishop fires right into Loki's left leg. Loki winces. He opens his eyes to see that a small dart has
stuck into his leg. It looks like a syringe. The plunger on the top flushes, injecting something
into Loki's leg. Loki stares on in horror as a thick silver liquid, like mercury, starts conusming
his leg. It simutaniously flows down to cover his foot and crawls up his leg, engulfing his upper leg in
the fluid.

LOKI
Jesus Christ!

Bishop pulles his cell phone back out and hits a button.

BISHOP
Get the signal ready.

LOKI
Oh my god! Oh my god!

He is scared out of his mind.

The liquid continues to cover his body. It has consumed both his legs and is creeping up his chest.
Cable watches Loki's life signs on the computer, which are ovbiously supplied from the wires.
Loki is panicing.

LOKI
It's cold! It's so cold!

BISHOP
Relax. It's almost over.

The liquid is crawling up his neck and spills onto his face.

BISHOP
Send the signal now!

The liquid spills into his mouth and he screams. It quickly turns into a gurgle.

INT. Projector Room - Loki's POV

The room blurs, then goes completely black.

INT. Projector Room

Bishop and Phoenix stand looking at the chair where Loki was sitting.

It is empty.

FADE OUT

FADE IN

EXT. Pod Fields

We open right above a single pod. The pod is black, and filled to the brim with a pink fluid,
like Jello. We can barely discern the shape of a human. As we watch, the body starts to move.
The arms fly out in all directions, like a drowning person. After a second, they break through
the top of the goo.

A body leaps out - Loki. All his hair is gone and he is very pale. Little wires, like IV lines,
are running into holes all over his body. A strange black tube is running into his mouth. With
great agony, Loki reaches up and pulls it out. It goes a long way back, like a Facehugger.

Loki gasps for breath, his eyes wild with fear. He looks over the side of his little pod in a state
of disbelief. He is surrounded by bodies, all in pods like he is, all asleep. As he sweeps his gaze,
he sees that there are hundreds, thousands, possibly millions of other pods, all mounted on huge
cylindrical towers that race up to the black sky for thousands of feet. If this is a nightmare, it is
the worst one ever. As Loki swiveles his head, he detects the presence of something in the back
of his scull. He slowly reaches his hands behind his head to find a long, metal object running
directly into the back of his scull. He is too scared to speak.

Without warning, a large, hovering robot drops out of nowhere and floats in front of Loki. Loki tries
to back away, but it catches him by the neck in an awsome claw grip. Loki is helpless.

On of the arms on the machine reaches back to the back of his scull and latches onto the
metal cord, and twists the hole thing out. It looks extremely painful. Blood and brain fluid drip
out of the hole where the device was plugged in. The robot takes off as quick as it appeared,
and Loki, powerless, falls back into the goo.

After a few seconds, a hole in the back of his pod opens and the fluid quickly begins to
flush itself out. Loki grasps for the sides, but begins to get dragged along with the goo.

Suddenly, large metallic claws latch onto his torso and begin lifting him out of the draining pod.

EXT. Pod Fields

We watch from below as the claws gently raise Loki up towards the floating structure of a
large, futuristic hovercraft : the Exodus. Two ajoining doors in the hull open up and Loki is
pulled inside.

The doors close behind them.

INT. the Exodus

It is very dark and dim. Loki is pulled up though the dock bay doors and continues on to the
ceiling. But the winch stopps pulling upwards, and Bishop, dressed in dirty, torn clothing,
grabs ahold of Loki and cradles him in his arms, wrapping a warm blanket around him.

Loki is only barely concious. He can barely open his eyes. Bishop looks down at him.

INT. the Exodus - Loki's POV

Bishop is looking at him, upside down.

BISHOP
Welcome home.

Loki's eyes close.

FADE OUT