FADE IN

INT. the Exodus - Loki's room

We open on Loki, lying on a small army cot He is dressed in dirty rags and his shirt
has a few holes in it. He slowly wakes up. He puts his hand on his head.

LOKI Jesus. That was one hell of a bad dream.

His eyes open and he sits up. Only then does he notice the IV running into his arm. He
looks around, scared. His room is fairly empty and small, all metal. He reaches to
the back of his scull and feels the metal hole. This was no dream. There is a knock at the
door. Before Loki can respond, the door opens and Bishop steps in. Like Loki, his clothes
are messy and old, and he has the metal holes on his body as well. His face is still the same.

BISHOP
Good morning Loki. I trust you slept ok.

LOKI
Where the hell am I? What is this place?

BISHOP
The Real World. And it's more of a when question.

Loki stares, puzzeled.

LOKI
Alright, when is this place?

BISHOP
Somewhere around 2750.

Loki goes pale and lays back down.

LOKI
It's 2750!

BISHOP
Unfortunately yes.

LOKI
How the hell is that possible?

BISHOP
Come, I'll show you.

Loki unsteadily gets to his feet, wobbling around like a newborn deer.

BISHOP
We gave you muscle growth stimulants. Don't worry, they'll wear off in a few minutes.

LOKI
Why would I need stimulants?

BISHOP
Because you have never moved your muscles before.

Loki gives a questioning look.

BISHOP
It will all become clear soon.

Bishop leaves the room and Loki follows, shutting the door behind him.

INT. the Exodus - Hallway

They walk down a catwalk and head for the main deck.

BISHOP
This is my hovercraft, the Exodus.

Bishop looks around him and slides a hand along the metal walls. They are covered in
pipes and wiring,ect. They finally come to the main deck. It is a large room,with seven
dentist-like ectoskeleton chairs that strangely resemble the one from the movie theater only
older and made of all metal, all in a semi-circle. In front of the chairs is a big computer terminal
with five old flatscreens, all positioned at different places and surrounding a pair of keyboards.
It is the room that we saw earlier after the shootout at Knox's place.

BISHOP
This is the Main Deck and Core, where we use pirate signals to hack into the Matrix.

There are people standing around the room, waiting for them. Some are busying themselves
with things, others are just watching them with their arms folded across their chest. Bishop names
them, left to right.

BISHOP
This is my crew. On the far left, that's Nitro.

NITRO is an imposing fiugre, in his early-mid thirties He is around six foot, with a well toned
muscular system and stringy, dark blond hair that is somewhat long but not in his eyes. He
has a scowl on his face. He nods to Loki, emmiting a 'Clint Eastwood' bad-ass attitude.

BISHOP
Cutter,

CUTTER is a beautiful Asian woman who's soft features have been hardened somewhat but
still radiate beauty. Loki is quick to notice that she has a considerable chest. She smiles.

BISHOP
and Angel.

ANGEL is young, maybe a year older that Loki. She has bleached white hair that is fairly short,
going to just below her ears. Two long strands hang into her face like spikes, and all of it
curls inward a little at the bottom. She is quite attractive, with a well toned body. She is cleaning a
metal pipe, which looks like it came from the wall on their' right, where another man is repairing a
section of piping. She looks kind of nervous, maybe just embarassed with the appearence of a male
closer to her age on board.

BISHOP
This is our technician and mechaninc, Mok.

MOK is of African origin, but his skin is paler, as if one of his parents was caucasian. His hair is
short and spiked. He looks about twenty eight or thirty. He also has no mechainical holes in him,
unlike everyone else. There's a friendly smile on his face.

MOK
Heya buddy.

BISHOP
And you have already met the others, Phoenix and Cable.

Phoenix and Cable nod to him, then continue helping Mok Bishop turns back to Loki,
placing a hand on his shoulder.

BISHOP
You wanted to know what the Matrix is. Now I can show you.

He leads Loki over to one of the chairs and Loki nervously sits down, keeping his eyes
on Bishop. Bishop puts a hand on Loki's forehead and leans him back slowly until his head is
resting on the headrest.

BISHOP
Load us up.

Bishop takes a big black plug with a long, thin needle on the end in his hand. It is connected to
some moniters behind the chair. He down looks at Loki from behind him.

BISHOP
This is going to feel really weird.

Before Loki can react, Bishop slips the plug into the socket in the back of his scull through
a hole in the headrest. Loki's face tighens in anguish, then relaxes as Loki seems to loose
conciousness.

INT. Construct

Everything is white. As far as the eye can see, there is nothing but emptyness. Loki, in a getup of
a black tee shirt and jeans, spins around, disoriented. Suddenly, as he turns, two leather chairs and a
flat screen tv materialize out of nowhere. The tv seems to hang in midair. And Bishop, back in his Matrix
clothes, is sitting in one of the chairs, waiting for Loki.

LOKI
Bishop, what is all this?

BISHOP
This is a loading program for the Matrix. Around here we call it the Construct. We can load anything
from objects to programs, anytime we want.

LOKI ( in a state of disbelief )
So were in a computer system?

BISHOP
Exactly.

LOKI
How? How is this possible?

Bishop takes in a deep breath.

BISHOP
Come sit down. It is due time for you to learn the truth.

He motions to the chair next to him and picks up the remote to the tv.

INT. the Exodus - Main Deck

A few minutes later...

Loki sits up in his chair unpluged from the Construct.

LOKI
Oh my god.

He is weak and pale. Bishop has unplugged and walks over to him.

LOKI
I think I'm going to be sick.

Loki falls out of the dentist chair and his the ground hard. He is so weak from shock that he cannot
pull himself up onto all fours. Phoenix, who is standing right next to him, tries to help. He promptly
pushes her away. Then, abruptly, he throws up. It is a sticky white fluid. He breathes hard for a
moment, then vomits again.

Bishop places a hand on his back and pats him gently.

BISHOP
It's all right. You'll be ok.

Loki sits up and leans against the chair, not looking much better. He wipes his mouth with his
shirt sleeve.

LOKI
I'm sorry.

PHOENIX
Don't be. It happens to everyone.

BISHOP
You better get some rest.

Loki nodds his head wearily.

FADE OUT

FADE IN

INT. the Exodus - Loki's room.

Loki is curled up on his bed. Bishop knocks and enters. He comes and sits on the floor next
to Loki's cot.

BISHOP
I know it's hard. I had the same feelings you are having when I was pulled out. We all go through
it. But this war has to end. And that is why we unplugged you. Like Angel, who has only been
unplugged about six months, we need you for your virus making. It is the only was to stop the machines.

Loki rolles over and looks at Bishop.

BISHOP
You are an excellent virus maker, Loki. We need your skill. If we can somehow infect the Matrix with
a killer virus, we can cut off the machine's energy source and then defeat them on their own ground.
Peace will never be achieved without the anniliation of all of us or all of them.

Bishop takes a deep breath then leans back onto the side of Loki's bead.

BISHOP
Many years ago, there was a man named Neo He was known as The One. The one who
would end the war. His comming had been prophocied for generations. And he did that. He
propogated a temporoary peace with the machines, at the cost of his own life. And for a time, that
was good enough. The machines claimed that we would slowly be able to start unplugging those that
wished out, and for a while, we did. But they went back on their word. Five years after the peace began,
they denied us claims to any more of their crops; our fellow humans. There were a few small
skirmishes, and then one of our ships was destroyed in combat. That pushed us over the edge. Ever since,
we have been at war. That was ten years ago. My crew is dedicated to one thing Loki, the complete
destruction of the Matrix. We have been fighting for years now, and the end is in sight. As long as the
Matrix exists, the human race will forever be enslaved. We need your help, but I cannot force you to
ablidge. If you wish, you can stay in Zion and stay out of the fighting. Or you can stay with us, here,
on the Exodus, and fight beside us.

There is a long pause.

LOKI
Is there any way to go back?

Bishop shaked his head. Another long silence; Loki is collecting his thoughts.

LOKI
Those images you showed me, those were all real? The power plants, all that?

BISHOP
Yes. And someday you will see them in person.

LOKI
God, those were the most sickening images I have ever seen in my life. And I've seen alot.
But in all my life, I have never really done anything. If I stay here, with you, and give my life a
reason for existance. I can help someone for once. And I'm want to do that. I have to.
You're right, this has to end.

Loki stops, suprised a his own statement. Bishop turns and looks at him.

BISHOP
Good. Now get some rest. Your training starts tomorrow. I wish we could wait and give you more
time to adjust to your surroundings, but time is ever against us.

Bishop stands and places a firm hand on Loki's shoulder, then exits.

CUT TO :

INT. the Exodus - hallway

Flourescent lights begin to flicker on up and down the hallways.

INT. The Exodus - Loki's room

Loki looks up from his bed as Mok enters.

MOK
Hey buddy. Get a good sleep?

LOKI
Not really.

MOK
Don't worry. You will tonight.

Loki looks up at him, puzzled.

LOKI
Why do you say that?

Mok grins.

MOK
Wait and see.

CUT TO :

Int. the Exodus - Main Deck

Loki gently sits himself into one of the dentist chairs, still uncomfortable around new technology.
Mok slides the metal needle into the back of his head. Loki grimaces. Mok walks around him and
plops down at the computer terminal, putting on a headset with a microphone and earpiece.

LOKI
Jesus, this feels really weird.

MOK
I wouldn't know.

LOKI
You we'ren't born in the Matrix?

MOK
Nope. Your lookin' at a child of Zion.

LOKI
What is this 'Zion' I keep hearing about? Is it some kind of city?

MOK
Yep, the last human city. About 400 kilometers under the surface.

LOKI
Why does it have to be so far underground?

MOK
Warmth. There is almost no light above the surface, not near enough to sustain life. Topside
is just one massive graveyard.

Loki takes a minute to swallow this infromation.

MOK
But you'll learn more about that later. You'll probably even see it, and the sooner the better. But
back to your training.

He grabs a bunch of tiny hardisks off a little table suspended below one of the monitors and
shifts through them.

LOKI
What are those?

MOK Programs. I load them into the Construct and you interact with them just like you would the Matrix.

Loki nodds his head in understanding.

MOK
Let's see. We've got some basic procedure programs, weapons training, physical combat, code
interpretation programs; all kinds of goodies. Your pick.

A devilish grin spreads across Loki's face.

LOKI
Weapons training.

MOK
Have fun.

Mok shoves the disk into one of the drives and presses a few buttons. Information is suddenly
streamed into Loki's head, and he shakes just a little as his mind is absorbed by the program. His body
relaxes into a sleep-like state.

INT. The Exodus - Main Deck

Bishop walks up behind Mok, who is still sitting at the computers.

BISHOP
How is he doing?

MOK
Pretty good for his age. He's been going for about three hours now. But I think he's just trying to impress
her.

BISHOP
Who?

We pann over to see that Angel is in one of the other loading chairs.

CUT TO :

Int. Construct - Dojo

The dojo is large, like to ones in Chinese kung-fu flicks. Lots of beautiful wood panneling. The walls
are lined with all kinds of melee weapons: katanas, sparring staffs, numchucks, ect.

Suddenly Loki smashes into one of the wood posts and falls over, winded. He is wearing a black
tanktop and black workout pants, as well as black fingerless gloves. He gets to his knees, rests for a
moment, then stands.

Angel walks over. She is wearing all white, with long pants and a tiny tanktop that exposes her
midrift. Very attractive. He hair is put up in an exotic fashion on top of her head.

ANGEL
You'r getting better at this.

LOKI (shrugging)
Thanks.

ANGEL
I know I'm not the best person to learn from;
hell, I've only been unplugged for a few months.

LOKI
Nonsense. Your a great teacher.

Angel rolls her eyes playfully, accepting his blatent flirt but not cooperating. Loki grins.
Angel walks a few feet away and assumes a fighting stance.

ANGEL
Now try again.

They race towards eachother, arms flailing legs kicking. The moves are so beautiful and
coordinated it looks like an exotic dance.

Loki throws two punches, which are both blocked by Angel. In return, Angel delivers a roundhouse
kick that strikes Loki in the shoulders.But instead of toppling over, Loki rolls with the kick and
twists until he is behind her. Before she can stop him, he delievers a kick that sends her flying a
few feet. Without missing a beat, Angel places her hands on the ground and flips her whole body
around in the air, now facing Loki again. They both shake from adrenaline and anticipation and they
charge again. Fists fly but neither can reach an advantage on the other. Finally Loki throws a punch
that slips past Angel's defenses and strikes her on the jaw. Before she can recover, Loki's foot finds
her chest and she is thrown back a few feet, tumbling to the gorund. Loki relaxes. Angel stands up
smiling, but clutching her chin.

BISHOP (v.o)
Very good, Loki.

We turn to see that Bishop is now behind them. He is dressed in all black, much like Loki, except
he is wearing a long 'kimino' robe with a red obe sash.

BISHOP
But I suggest a new medium. I assume Mok loaded the melee combat program for you?

Loki nodds.

BISHOP
Good.

Angel is already at the 'weapons wall' and is taking down a large sword that resembles a katana,
only much longer. The blade is almost four feet long. Angel swivels the sword in her hand.

ANGEL
It's called a 'No Dachi'; it Japanese.

Loki stares dumbfounded at the grace Angel has when she twirls the weapon. Only Matrix-
induced powers would enable a person to wield it in such a fashon.

LOKI
What does 'No Dachi' mean?

ANGEL
'Horse-killing sword.'

She grins micheviously.

BISHOP
Don't worry. I had Mok dull all the blades before I jacked in.

Loki relaxes a little. Angel smiles at him daringly.

ANGEL
Choose your weapon.

Loki walks over to the wall and pulls down a fanciful looking trident. He spins it in his hands,
twisting it all around his body. Confident, he walks back infront of Angel and assumes a fighting stance.
The two combatants stare each other down.

BISHOP
Begin.

The words are barely out of his mouth when the two race at each other. But the fight is over almost as
soon as it begins. Loki blocks one blow before Angel whacks his shoulder with incredible speedand
steps back. Loki just stares. Bishop smiles.

LOKI
Damn!

BISHOP
Indeed, the girl is good. I taught her to think beyond programming knowledge and to embrace the skill
itself. Improvision and adaptation cannot be written, they must be discovered by the individual.

He pauses.

BISHOP
Again.

(Soundtrack note "Tea House" by Juno Reactor)

Loki proceedes slower this time, and the combatants circle eachother. Angel makes the first
move, jabbing for Loki's abdomen, but Loki quickly blocks it with his trident, swinging Angel's
sword away from him. They each trade a few lightning fast blows, not making any gorund.
Loki strikes out with his trident, but Angel latches her sword in between two of the tips of the
trident and swings upward. This yanks the trident right out of Loki's grasp and it flies into the air,
then falls right into Angel's grasp. She twirls is for a moment before thrusting the handle to Loki.
She winks at him as he takes the trident from her.

Bishop grins at the pair.

BISHOP
Thats enough for now.

Angel nodds and seems to speak to the air.

MOK
Alright Mok, get me outta here.

Code suddenly envelopes her as she goes transparent, then dissapears. Bishop turns to face Loki.

BISHOP
The main purpose of this exercise is to teach you one thing : you must learn to free your mind.

LOKI
'Free my mind'?

BISHOP
You have to forget everything you know about the rules and regulations of physical abilities.
You must forget what the Matrix has taught you about what you can and cannot do. Let it all go.
Quiet your thoughts and focus only on your goal. You will then be able to do things that, by
all the standards of the Matrix, are impossible.

Bishop turns his head to the ceiling and speaks, just like Angel.

BISHOP
Load the jump program.

The ground dissapears below them, and suddenly they are ontop of a giant skyscraper. The
corners of Bishop's mouth curl in a small smile.

BISHOP
I want to show you a little trick.

CUT TO :

INT. The Exodus - Main Deck

Loki groans as he is pulled out of his dreamworld and back to the real. He grunts and touches
his side. Phenox is standing over him, and she pulls the jack out of his head.

PHENOX
Jump program?

LOKI
Jump program.

MOK
Don't worry kid, nobody has ever made their first jump. Not even the One himself.

Loki shrugs as he sits up.

LOKI
Why does my side hurt? I thought it was just a program?

Bishop has gotten out of the loading chair and walks over to him.

BISHOP
Like the Matrix, the program is wired directly to your brain. If get hurt in the Matrix, you'll wake
up with an ache. They'll go away in an hour or two as the effect wears off your brian.
But if it's a serious injury, thats a different story. If you get yourself killed in the Matrix,
your brian will shut down here, killing your real body.

Loki just looks at his feet.

CUT TO:

INT. The Exodus - Mess Hall

Loki walks into the mess hall, a tiny room with a long metal table. The rest of the crew, save for
Phoenix, is already sitting down. Loki takes a seat next to Cable just as Phoenix enters and sits next
to Bishop. Nitro passes him a little metal can that is filled with some sort of watery goop. Loki just
stares at it for a moment.

LOKI
What the hell is this?

CABLE
It's a synthetic compound of vitamins, minerals, and protiens. All your body needs to survive
and stay healthy.

Loki stirrs it with his spoon.

LOKI
Well it looks like oatmeal and grits. I'm not touching it.

Loki pushes the can away from him.

NITRO
Eat it or go hungry, kid. It's all we got.

Loki takes a look around, seeing everyone else practically inhaling the stuff. He closes his eyes
and shoves a spoonful in his mouth, then grimaces.

LOKI
Tastes like watered-down oatmeal, too.

Loki continues eating, grimacing the whole time.

PHOENIX
Good boy.

They all eat in silence. Loki finishes his meal and pushes the can away. He looks around
akwardly, nervous from the silence. Trying to break it up, he looks over at Bishop.

LOKI
So why do they call you 'Bishop' anyway? We're you some kind of priest?

Bishop pauses, swallowing his food.

BISHOP
Something like that.

LOKI
So why do you still go by that name? I mean, shit, how can anyone still believe in a God
after learning this truth?

BISHOP
Good point.

He pauses, thinking over his words.

BISHOP
When I was still in the Matrix, I was studing to become a Reverend. I saw something I wasn't
supposed to, some kind of glitch in the Martix, and I started digging deeper. And then I found
the truth. It shook the foundations of everything I had ever believed. I forgot about God for
many years. I figured the idea of "God" was just another way to keep humans under control.
But then I found something, deep within the Zion archives : an ancient Bible; just like the ones
I had read from during my slavery to the machines. I found that the Bible had been copied from
another old copy that dated from before the rise of the Matrix. It was my first step towards
redemption. I realized that God was more than a farce created to keep me under control.

Nitro rolls his eyes and stands up, quietly leaving the room. Bishop ignores him.

BISHOP
I have learned that it is possible for God to let such things like the Matrix continue. For hundreds
of years, the Israilites were enslaved to many different countries, and always God eventually
rescued them. That is why I know this war can end. I believe everything that has happened, the
enslavement of humanity, the role of the One, everything, is all part of his plan. God will deliver us.

CABLE
Bishop, you know we don't by into all this "religion" stuff.

BISHOP
Yeah, I know. But I'm not here to make you. I'm here to lead our civilization one step closer to
victory. And that's what I'm going to do.

Bishop stands up, takes his empty saucer of food, and leaves the room.

LOKI
I can't see how he can believe that God loves us after all that he has seen. What a joke.

CUTTER
No one can understand it. Thats why he has a following of only a few dozen in all of Zion.

PHOENIX
I know it's hard to believe, but I've seen him do things in the Matrix like I've never seen before. He
is strong-willed and his belief is all that drives him. He believes that we can win this war, and that
is what gives me hope, gives all of of hope. If he says we can do it, then I believe him.

Phoenix gets up and walks out, as do all the others except for Angel and Loki.

LOKI
Only one more question.

ANGEL
What's that?

LOKI (sarcasticly)
If he was in training to be a Reverend, why is his name "Bishop"? Some kind of self premotion
or what?

Angel gives a quiet laugh.

ANGEL
Who knows. Who the hell knows.

FADE OUT

FADE IN

EXT. Tunnels of the Real

The Exodus speeds through the tunnels, energy crackling from it's hover pads.

Suddenly we see something move out of the corner of our eye, and then the long, terrifingly
beautiful shape of a SENTINEL springs out from it's hiding place behind a large pipe. Two others
are right behind it. Their tentacles wave to life, spreading out the arms of a mechanical octopus.

INT. The Exodus - cockpit

Bishop is piloting the ship, calmly adjusting the steering handlebars. Suddenly a holographic projection
pops up from the dashboard computer, followed by a howling siren. The hologram shows three
sentinels following behind them, and catching up.

BISHOP
Damn!

He grabs for the microphone that controls the loudspeaker. There is a loud squeal of static before
Bishop starts talking.

BISHOP (into loudspeaker)
We've been ambused! Phoenix, I want you up here with me. Cutter, Nitro, Cable, you three
man the machine guns. Do it now!

He slams the microphone back on it's holder.

INT. The Exodus - hallway

Loki is stumbling around, confused. Flashing red lights and loud sires assult his senses. Nitro and
Cable push past him.

NITRO
Get out of here kid, we're under attack! Go meet up with Bishop in the cockpit!

Loki nodds repeatedly, running down the hallway.

Nitro and Cable run into a fork in the hall, and each go seperate ways, into the two side
machine guns.

INT. the Exodus - cockpit

Phoenix runs in and straps herself in the copilot's seat. Bishop is masterfully manuvering the
craft through the tunnels.

BISHOP
Throw everthing we've got to the right!

Phoenix throws a lever and the craft swirves, spinning around a tight corner into a side tunnel.
Now the gunners will have the advantage when the sentinels come around the corner.

INT. the Exodus - left machine gun

Nitro jumps in his chair and buckles up, then yanks back the lever on the gun chamber, loading up a
set of bullets. He pulls the periscope-like goggels over his eyes and starts firing.

INT. the Exodus - left machine gun - targeting view

Everything is in a tainted shade of green, light pink, and yellow.The yellow crosshairs narrow as the
three sentinels turn into the tunnel after them and head straight for them.

INT. the Exodus - right machine gun.

Cable is firing away at the pursuing sentinels.

CABLE
Allright you little bastards, come get some.

EXT. Tunnels of the real.

All three turrents on the ship are blasting away and the pursuing sentinels, metal shells
flying in all directions. The lead sentinel lands on top of the ship, but unfortunately for it, the
sentinel is right in Cutter's line of fire. It gets blasted away in mere seconds, exploding as it hits
the wall of the tunnel.

INT. the Exodus - top machine gun

Cutter raises her hands in triumph.

CUTTER
Woohoo!

INT. the Exodus - left machine gun

Nitro growls as he blows the other two sentinels out of the air and they explode into the wall.

NITRO
Hell yeah!

He pushes the periscope back up and unbuckles his seatbelt and the alarms die.

CUT TO :

INT. the Exodus - cockpit

The group stands around Bishop and Phoenix as they calmy pilot the hovercraft.

LOKI
What the hell were those things?

CUTTER
Sentinels. We call 'em "squiddies" cause they look like giant metal squids.

BISHOP
They're the machines' main soldiers. At once both a beautiful and hypnotic machine as well as the
ultimate search-and-destroy unit.

CUTTER
And we were lucky. That was just a small group. Probably just a reconnisance unit, we
can handle those pretty easily. When they send fifteen or twenty of them, then it can be a
problem.

BISHOP I'm bringing us up to shutdown depth, above the main landlines. No need to worry about
sentinels there. We should all get some rest.

The group nods, and one by one they leave the cockpit.

INT. the Exodus - cockpit - later

Bishop takes the micrphone off the dash.

BISHOP
Angel, Loki, I would like to see you two in the mess hall as soon as possible.

He replaces the microphone and turns to Phoenix.

BISHOP
Take over for me, will you?

CUT TO :

INT. the Exodus - mess hall

Bishop is sitting at the head of the table. Angel is sitting a few feet down on his left. There is a
long silence. Finally Loki enters and takes a seat across from Angel. A small smile creases the
corners of Bishop's mouth.

BISHOP
Thank you for comming. I felt it was time that we discussed your' purpose on this ship.

There is a short pause.

BISHOP
As you well know, I am dedicated to one thing : the destruction of the Matrix. And I need programmers
like yourselves to help me. We are not the first crew in the history of Zion that has taken upon this
ardous task. But where every one of them has failed, we will suceed. Every past attempt on the
Matrix has been through strength of arms. Assults have been made on the pod fields, to try and rid
the Matrix of it's power, but each were thoroughly crushed by the machine's defense mechanisims.
One attack was launched upon the machine mainframe itself, located inside the Matrix. That was many,
many years ago, before the comming of Neo. But I have learned of the one way to truly destory the
Matrix : and that is why you are here. The greatest enemy of any computer program is...

ANGEL
A virus.

Silence.

BISHOP
You are both excellent virus makers. Angel, your "Thor's Hammer" was astounding.
You managed to shut down an entire Phone network with a single virus.
And Loki, your list of viruses is beyond count. Loki gives a proud smile.

BISHOP Zion needs the two of you to build a killer virus.
One that can strike at the very heart of the Matrix : it's mainframe. Unfortunately, the location
of this mainframe is unknown, but we know it exists inside the Matrix, and by releasing the virus
there, we will be able to directly cut off the power to the machines in the real world. This crew is
one of the best and toughest in all of Zion. If you can give us the means, we will destroy this thing.
Now tell me, can you do this?

There is a long silence. The two hackers are looking down at the table. Finally, Loki raises
his head.

LOKI
Yes.

Bishop smiles.

LOKI
But you said you didn't know where the mainframe is.

BISHOP
We don't. But there are computer scientists in Zion who have been serching the Matrix for the
mainframe. It will be found eventually, and probably very soon.

Loki nods his head in understandment. Bishop turns to Angel.

BISHOP
And what about you?

ANGEL
Sure. Yeah, I can do it.

BISHOP
Good. Now why don't you two get some rest, you look like you need it. As he gets up to
leave, he places a firm hand on Loki's back and slipps out of the room.

FADE OUT

FADE IN

INT. Computer screen

We are zoomed in close on a computer screen. The familiar Matrix code is streaming down.
We pull back to reveal...

INT. the Exodus - Main Deck

Bishop is sitting in front of of the computer terminals, watching as the code streams down.
All is silent. Suddenly we hear a small creak and Bishop turns around to see Loki entering.

BISHOP
Loki, what are you doing? You should be asleep.

LOKI
Can't.

BISHOP
Thats understandable.

He sighs.

BISHOP
Your thinking about your friends back home, arn't you.

Loki nodds, looking down at his feet. When he speaks there is a heavyness in his throat, like
he is trying to keep from crying.

LOKI
Yeah. Most of them were killed the day I was unplugged.

BISHOP
I know. I saw when it happened on these very computers.

LOKI
That's the Matrix?

BISHOP
Yes.

LOKI
Why do you have to look at it in code?

BISHOP
The Matrix is huge, Loki. It's one big mega-city. Somewhere around the size of 20 New Yorks.

LOKI
Shit!

BISHOP
There are also a few mountian ranges and wilderness that surround the outermost
edges. But there is very little activity there. All in all there's just too much data to decode. It
would take 10 quantum supercomputers with more moniters than you can fathom to decode the
Matrix down into a visual like the actual program that displays in your brain.

LOKI
But your saying that the Matrix is mostly one big city?

BISHOP
Hard to believe, isn't it?

LOKI
Hell yeah. It dosn't really make sense.

BISHOP
Well, think about it. When was the last time you went on a trip to another country? When was the
last time you left the city? When was the last time you even heard the name of the city? As I've
told you before,the Matrix program is all about control, Loki. The machines can supress the thoughts
of those weaker than us, and they would never even think to ask the questions that I just asked you.

Loki is silent, it is all making more sense.

BISHOP
And if that's not enough to tire your brain, I got something else that'll send you for a loop.

LOKI
What's that?

BISHOP
Nicodemus knows.

Loki's jaw dropps. He thinks it over for a few seconds.

LOKI
Why didn't he tell me?

BISHOP
He did not think you were ready yet. He was not there to give you the answer, but rather to be a
guide for you. He helped you on your path, probably more than you think. He taught you the
basics of hacking when he first took you in as a kid. Do you think that it was pure concidence? He
also gave you little hints here and there. You probably never even noticed. But he subconciously
planted the questions in your brain. Hell, you even lived in "The Tabernacle".

LOKI
The what?

BISHOP
The Tabernacle. Where the Temple of Zion is located.

LOKI
What the hell is that?

Bishop leans back and folds his arms over his chest.

BISHOP
The Temple of Zion is a sanctuary for the rebels. Our home in the Matrix. You see, Nicodemus
was unplugged young, but he has lived in the Matrix to serve as a guide for other rebels. He has
not left the Matrix in for many years, with the exception of the rise of Smith.

LOKI
What was that?

BISHOP
Smith was a rouge program that took over control of the Matrix and threatened the destruction
of both man and machine. Neo defeated him. That was how the peace began, and the rebirth
of the Matrix to Version 7. But that is unimportant right now, you can learn about that when we
get back to Zion. What matters is that Nicodemus has spent over fourty five unplugged years in the
Matrix.

Loki whistles.

BISHOP
Because of that, he is extrodinarily powerful. He can manipualte the Matrix to a degree higher than
anyone since the One. All from constant practice. And that makes him a target for the Powers That
Be in the Matrix, namely the rouge programs or the Agents.

LOKI
You mean the programs in the Agent Training simulation?

BISHOP
Exactly. They see Nicodemus as a threat, as well they should. They have never been able to capture
him though, mostly due to his secrecy. But things are changing. They are getting increasingly
closer to finding him though. It is only a matter of time.

There is a long silence.

BISHOP
Well, I think I've given you enough to ponder over. Now go back to sleep. Tomorrow we begin
work on the Virus.

Loki nodds and sliently walks out of the room.

FADE OUT

FADE IN

EXT. Tunnels if the Real

The Exodus humms to life, the energy pads crakling with energy. The craft slowly pulls out from
it's hiding space and drops a few meters to the tunnels below. It picks up speed as it travels down the
achient corridors.

INT. the Exodus - Main Deck

Mok sits at his programmers chair in front of the computer screens. On his left is Angel, on his right,
Loki. Mok puts on his headgear and starts loading up programs.

MOK
You guys ready to roll?

LOKI
You bet.

MOK
Then lets get started, we got a long day ahead.

As we watch, time seems to fly as the camera makes continuous circles around the console.
We see Angel and Loki interacting with Mok, pointing at things on the screen, talking, thinking,
Finally the camera stopps spinning and zooms in on one of the computer screens as Mok
reaches over and presses the "save" button on the touch screen.

MOK
Done! Took three hours, but you've made your first Matrix virus. Good job buddy.

He pats Loki on the back. Loki can't help but smile in pride.

MOK
Do you understand what it's supposed to do?

LOKI
It should disrupt the weather patterns so it can go from rain to sunshine to blizzard in a
matter of seconds.

MOK
Good. Now let's see if it works.

He turns to Angel.

MOK
You two get loaded up.

ANGEL
No problem.

Loki walks over and takes a seat in the first dentist chair. He slightly blushes as Angel places
her hand on his shoulder before ramming the plug into his scull.

CUT TO :

INT. the Construct

Loki is once again surrounded by white, in his black punk clothes. He hears the ringing of a cell
phone and realizes that one has materialized into his pocket. He takes it out and lifts it to is ear.

MOK (v.o)
I'm putting you two in a secluded part of town.
The hardline is across the street. Hold on to your butt.

He turns around to see Angel right behind him. She is dressed in a white tanktop and tight blue
jeans. Loki can't help but take a double take, even though he hides it pretty well.

Suddenly the city rushes up to meet them and in the blink of an eye, they are standing in a beatup
part of town : dumpsters covered with graffiti, boarded up buildings, the works. Across the street is
a payphone. The sun is shining, but it is very cloudy and gray.

Angel takes out a cell phone and presses a button.

ANGEL
We're in.

MOK (v.o)
I'm loading it now. Expect some snow in about five seconds...

We watch for a few seconds and nothing happens, when the skies quickly darken and it starts to snow.
As quick as it starts, it stops and the sun takes back the sky.

ANGEL
Dammit!

LOKI
What happened.

ANGEL
The Mainframe counteracted the virus. Goddammit, this happens every time!
They were able to counteract every virus I made since I've been unplugged. Never this
fast though.

LOKI
What do you mean?

ANGEL
Usually it takes them a few minutes to come up with a counter to our viruses, but they
beat this one in seconds!

The phone in the booth across the street starts to ring.

ANGEL
Come on, I'll explain more when we get back.

They jog across the street to the phonebooth.

LOKI
So how do we get back into the Real World?

ANGEL
Through hardlines.

She nodds to the ringing phone.

ANGEL
I'm not exactly sure how it works, something to do with the transportation of code through the
line. You just answer it and wake up in the Real World.

They both look at the ringing phone.

ANGEL
You first.

Loki tenatively picks up the reciever and holds it to his ear. Suddenly his body is enveloped with lines of code and he dissapears. The phone drops and hangs from it's cord.

CUT TO :

INT. the Exodus - Main Deck

Loki wakes up in his chair. Mok unpluggs him. He stands up and stretches. Behind him, Angel is waking up.

ANGEL
How were they able to counteract us that fast?

MOK
My guess is they already had a copy of that virus and knew how it worked.

LOKI
How could they have a copy of a virus that we just wrote?

MOK
We built a very simplistic virus. Dozens like it have been made before us, you can be sure.
Even in the Matrix, a hacker might have written a virus very similar to ours, without knowing it.
Whenever an agent or other program comes upon a virus they archive it in the Mainframe, so when
another virus like it comes along they will be able to counteract it.

LOKI
Like an immune system?

MOK
Exactly. They also have programs written to decode and counteract viruses that they've never seen
before. These take a bit longer. But I'm guessing that they already had a virus similar to ours in they're
mainframe and were able to counteract it without much trouble.

ANGEL
Do you really think the captian's plan will work? Can we build a virus they can't counter-act?

BISHOP (v.o)
It's possible.

They all flip around in suprise to see that Bishop has entered the room.

BISHOP
We would need a virus that would strike directly at the Mainframe it self.

MOK
And we wouldn't know where to begin.

BISHOP
True. No one knows the coding makeup of the mainframe itself, making it very hard to write a virus to
corrupt it. But it can be done.

LOKI
So if you knew the Mainframe was going to counteract it, why did we spend three hours making it?

BISHOP
To teach you how to make a virus specifically for the Matrix. It was a learning experience,
as well as your first jump into the Matrix as a free mind.

Right now, though, I suggest you two take a break. You can't get back to work in an hour or so, when
your' brain is a little more rested. We'll also be heading in today, back to Zion that is. To take a
week or two off.

MOK
Finally.

Bishop patts Loki on the back as he and Angel walk out.

CUT TO :

INT. Construct - Dojo

Bishop is dressed in his long black kamino. Surrounding him are seven computer drones,
dressed as thugs. Bishop takes in a deep breath and pulles out to katanas, one in each hand
and prepares to fight.

Suddenly, we hear the ring of a cell phone. The thugs all freeze. Bishop sighs and puts down his
weapons, taking out the cell phone from a pocket inside his robe.

BISHOP (slightly annoyed)
What is it?

MOK (v.o)
We got trouble sir. You better come see this.

CUT TO :

INT. the Exodus - Main Deck

Bishop wakes up and unpluggs himself. He quickly walks over to Mok, who is staring at his
moniters.

BISHOP
What happened?

CUT TO :

INT. the Exodus - mess hall

The whole crew is sitting around the long table. Bishop, hands folded, sighs.

BISHOP
I'm afraid we're not going home just yet.

Everyone groans.

NITRO
Why not?

CUTTER
Yeah cap'! We've been gone for almost two months.

BISHOP
Nicodemus has been captured.

Everyone stops their grumbling. Loki's face goes pale.

PHOENIX
When?

BISHOP
Just now. It was the Merovingian.

LOKI
Who the hell is the Merovingian?

PHOENIX
A rogue program in the Matrix. Very old, very powerful.

LOKI
Well why the hell does he want Nicodemus?

BISHOP (soothing)
I told you Loki, Nicodemus is a wanted man. The Merovingian probably believes he can use
him against us, or sell him to the Machines.

CABLE
Well what are we going to do?

BISHOP
Mok, notify Zion. We're going in for him.

CUT TO :

Thanks to everyone who's read and the two people who reviewed. I hope you are enjoying. I know it's
going really fast, but it slows down for a while in ACT II part 3. It's about to get pretty good, so stay tuned.
Comments are greatly appreciated and it I feel like people are actually reading this I'm likely to write
more sooner.