"Free Your Mind."

The Matrix Reloaded is the second installment in The Matrix franchise, written and directed by the Wachowskis. It premiered on May 7, 2003, in Westwood, Los Angeles, California, and went on general release by Warner Bros. in North American theaters on May 15, 2003, and around the world during the latter half of that month.

The video game Enter the Matrix, which was released May 15, and a collection of nine animated shorts, the Animatrix, which was released on June 3, supported and expanded the storyline of the movie. The Matrix Revolutions, which completes the story, was released six months after Reloaded in November 2003.


The Crisis Meeting

"Now consider the alternative. What if I am right? What if the prophecy is true? What if tomorrow the war could be over? Isn't that worth fighting for? Isn't that worth dying for?"
Morpheus [src]
The Matrix Reloaded Meeting

Niobe within the Crisis Meeting.

Six months after the events of The Matrix, Captain Niobe of the Logos calls an emergency meeting of all Zion's Hovercraft Ship Fleet. She has successfully recovered the information left by Captain Thadeus during his finest hour: 250,000 Sentinels are tunneling towards the underground city of Zion and will reach it in 72 hours.

Commander Lock, the ranking military officer of Zion, orders all ships and their crews, including Neo, Trinity, Morpheus, and new operator Link, to return to Zion to prepare for the onslaught of the machines. The meeting was cut short after Agents Johnson, Thompson, and Jackson arrived at the scene. Neo defeated the three agents to allow all of the redpills to escape to their exits.

The Matrix Reloaded Agents Fight

Neo fights against Agents Johnson, Thompson, and Jackson.

After the battle, Neo flew to The Oracle's apartment to receive help for the incoming conflict. However, once Neo arrived, no one was within the apartment house.

Morpheus asks a ship to remain behind to contact the Oracle in defiance of Commander Lock's orders. The Caduceus receives a message from the Oracle, and the Nebuchadnezzar, also in defiance of Lock's order, ventures out to allow Neo to contact her. Meanwhile, one of the Caduceus crew members, Bane, encounters Agent Smith, who takes over Bane's body. Bane/Smith then leaves the Matrix via the nearby hard line.

Zion's Triumph and The Oracle's Call

"It seems that every time we meet, I have nothing but bad news. I'm sorry about that, I surely am. But for what it's worth, you've made a believer out of me. Good luck, kiddo."
The Oracle [src]
The Oracle and Neo on Bench

The Oracle tells Neo about the exiles and The Keymaker.

Meanwhile, returning to Zion, the crew of the Nebuchadnezzar attends a meeting in Zion's temple where Morpheus announces the news of the advancing machines to the people, but his positive attitude and stirring speech gives them courage. Neo receives a message from the Oracle the next morning and he soon meets her and her bodyguard Seraph. Seeing that the Oracle is a part of the system Neo asks how can he trust her if she is just another form of control. She responds by saying that only he can make the choice if she is ally or enemy.

The Oracle explains that she is an exiled computer program and instructs Neo to reach the Source, by finding the Keymaker, a prisoner in the home of the Frenchman program the Merovingian. The Keymaker, as his name implies, can make keys that can transport anyone to anywhere in the world provided there is a door at the other end. As Neo departs, Agent Smith appears despite his apparent death in the first film, although technically he is now just "Smith" without the "Agent" prefix.

The Return of Smith

"Because of you, I'm no longer an Agent of this system. Because of you, I've changed. I'm unplugged. A new man, so to speak. Like you, apparently, free."
Smith [src]
The Matrix Reloaded Burly Brawl

Neo fighting against Smith and his clones.

Missing his earpiece, Smith tells Neo that after being defeated by him he knew that he was supposed to return to the Source to be deleted but he refused to and now he is no longer bound by rules or a duty to remove threats from the Matrix.

He demonstrates his ability to clone himself using the people of the Matrix as hosts (even assimilating the body of another Agent), prompting a battle between Neo and many clones of Smith. Neo holds his own using his knowledge of martial arts and a large pipe but is eventually overwhelmed, covered by a massive pile of Agents. He throws them off and flies away, leaving the Smith clones to disperse.

Battle for The Keymaker

"Oh, yes. It is true. The Keymaker. Of course. But this is not a reason. This is not a "why". The Keymaker himself - his very nature is a means. It is not an end. And so to look for him is to be looking for a means to do... what?"
The Merovingian [src]
The Matrix Reloaded Freeway Chase

Trinity and The Keymaker escaping from the Agents.

Neo, Morpheus, and Trinity visit the Merovingian and ask for the Keymaker, but the Frenchman refuses them. His wife, Persephone, tired of her husband's attitude and infidelity, turns against him and leads the trio to the Keymaker. While Neo battles the Merovingian's skilled guards, Morpheus, Trinity, and the Keymaker escape onto the nearby freeway with the ghostly Twins, Agents and the police in pursuit. Morpheus defeats the Twins by destroying their car and then saves the Keymaker from an Agent. Both are then retrieved by a flying Neo.

The Beginning of the End

"There is a building. Inside this building there is a level where no elevator can go, and no stair can reach. This level is filled with doors. These doors lead to many places. Hidden places. But one door is special. One door leads to the source."
The Keymaker [src]

In the real world, the remaining ships at Zion prepare for a battle with the machines. At a building, the crews of the Nebuchadnezzar, Vigilant, and Logos help the Keymaker and Neo reach the source's door. The crew of the Logos must destroy a nearby power plant in order to prevent a destructive security system from being triggered by the Keymaker's keys, and the crew of the Vigilant must destroy the backup power station. However, the Vigilant's mission goes horribly wrong when a Sentinel throws a bomb at their ship and all their members, including the ones plugged into the Matrix, instantly die.

Trinity (staying in the Nebuchadnezzar because of Neo's wishes to prevent his vision of her death from coming true), upon seeing this turn of events, decides to blow up the backup station herself. Although a success, her escape is inhibited by an Agent and a duel occurs. Meanwhile, back in the building where Neo, Morpheus, and the Keymaker attempt to reach the source, the Smiths invade and try to kill Neo, Morpheus, and the Keymaker. The Keymaker manages to unlock the door to the source but is shot by the Smiths and dies.

Neo's Choice

"You are here because Zion is about to be destroyed. Its every living inhabitant terminated, its entire existence eradicated."
The Architect [src]
Architect & neo

Neo and the Architect talk about The Matrix.

Neo enters the source and meets a bearded man in a suit, the Architect, the creator of the Matrix. The Architect reveals there have been multiple versions of the Matrix and with it, six versions of the One. The One is a computer anomaly chosen by the Matrix to be used as a tool of control. The prophecy is that the One must reach the source in order to destroy the Matrix and free humanity.

However, the One's actual purpose is to return to the source and choose 16 females and 7 males to rebuild Zion after its battle, which in turn repopulates the city, providing a collection point for the humans who reject the Matrix, making these humans easier to control and less of a danger to the stability of the captive population of pod-bound humans.


Neo saves Trinity from her fall.

After a long conversation, the Architect gives Neo a choice of two exits from the room - one way will lead to the rebuilding of Zion, the other to Trinity's rescue. Neo explodes out of the building in an attempt to save Trinity from death as it was played out in his dreams. Trinity is shot by an Agent as she falls and is caught by Neo just before she hits the ground. Refusing to accept her impending death, Neo removes the bullet lodged in her chest and manages to revive her by starting her heart. In the Nebuchadnezzar, Neo explains his findings to the crew, revealing the prophecy of the One is fake and that Zion will be destroyed in twenty-four hours.

Sentinels approach and destroy the ship, leaving Morpheus stunned by the revelations. Neo saves his friends from being destroyed by the Sentinels by using a new ability which causes the machines to instantly shut down, but the exertion causes Neo to suddenly fall unconscious. The crew is picked up by the Hammer. The crew of the Hammer explains the catastrophic failure of the battle against the machines that took place in the real world.

The strategy was to use the ship's EMPs, and stay out of each other's range. However, an EMP went off from the Caduceus before the ships could get into position, thus resulting in multiple ships down, and a "slaughter" with the Machines as the victor. Only one survivor is found aboard the Caduceus: Bane/Smith. The film concludes with Neo lying in a medical room - with the Smith-possessed Bane lying opposite him.


The Matrix Reloaded was largely filmed at Fox Studios Australia in Sydney, concurrently with the filming of the sequel The Matrix Revolutions. The freeway chase scene was filmed at the decommissioned Naval Air Station Alameda in Alameda, California. Producers constructed a 1.5-mile freeway on the old runways just for the movie. Portions of the chase were also filmed in Oakland, California, and the tunnel shown briefly is the Webster Tube connecting Oakland and Alameda.

Some post-production editing was done in old aircraft hangars on the base as well. Although two Ford Taurus, one Dodge Ram, and one Dodge Stratus are briefly seen, every other vehicle in the chase scene is a General Motors brand. The film is noted for its use of a Cadillac CTS, a Cadillac Escalade EXT, and several Chevrolet Impala and Chevrolet Caprice police cars. Additional vehicles include the Oldsmobile Intrigue, Oldsmobile Aurora, a Chevrolet Tahoe and also an Audi A8.

The city of Akron, Ohio was willing to give full access to Ohio State Route 59, the stretch of freeway known as the "Innerbelt", for the filming of the freeway chase when it was under consideration. However, producers decided against this as "the time to reset all the cars in their start position would take too long".[1] MythBusters would later reuse the Alameda location in order to explore the effects of a head-on collision between two semi trucks.

97% of the materials from the sets of the movie were recycled. For example, tons of wood were sent to Mexico to build low-income housing.[2]

Sound Design

Sound editing on the Matrix Trilogy was completed by Danetracks in West Hollywood, CA.


Don Davis, the composer on The Matrix, returned to score Reloaded. For many of the pivotal action sequences, such as the "Burly Brawl", he collaborated with Juno Reactor. Some of the collaborative cues by Davis and Juno Reactor are extensions of material by Juno Reactor; for example, a version of "Komit" featuring Davis' strings is used during a flying sequence, and "Burly Brawl" is essentially a combination of Davis' unused "Multiple Replication" and Juno Reactor's "Masters of the Universe". One of the collaborations, "Mona Lisa Overdrive", is titled in reference to the cyberpunk novel of the same name by William Gibson, a major influence on the directors. Leitmotifs established in The Matrix return and some used in Revolutions are established.

As with its predecessor, many tracks by external musicians are featured in the movie, its closing credits, and the soundtrack album, some of which were written for the movie. Many of the musicians featured (for example Rob Zombie, Rage Against the Machine and Marilyn Manson) had also appeared on the soundtrack for The Matrix. Rob Dougan contributed again, licensing the instrumental version of his eponymous "Furious Angels", as well as being commissioned to provide an original track, ultimately scoring the battle in the Merovingian's chateau. "Another Kind of Blues" by electronic artist Fluke was used during the rave scene.

Also, the key of the theme heard at the beginning of every Matrix film ascends by one semitone with each movie. In The Matrix, the music starts in the key of E, The Matrix Reloaded in F and The Matrix Revolutions in the key of F-sharp.

Linkin Park contributed their instrumental song "Session" to the film as well, though it did not appear during the actual runtime.


---View Full Cast

---View Full crew

Cornel West, a professor at Princeton, makes a special appearance in the Zion "council" scene. Another notable cameo is boxing great Roy Jones Jr., who appears in the opening scene with a number of other ship's captains, right before Smith makes his appearance. Zee was originally to be played by Aaliyah, who died in a plane crash in the summer of 2001.


See: The Matrix Reloaded/Quotes

Scene Index

See: Scene Index of The Matrix Reloaded


Reloaded earned an estimated $42.5 million on its Thursday opening day in the United States, a new record surpassing the one set in May 2002 by Spider-Man, which took in $39.4 million on its first day. The movie earned $91.8 million over its first Friday, Saturday, and Sunday, establishing it as the second-best opening weekend ever after Spider-Man's 2002 (inflation unadjusted) record of $114.8 million in ticket sales during its three-day opening weekend.

Reloaded garnered the biggest (inflation unadjusted) debut ever for an R-rated film (The Passion of the Christ is a close second at $83.8 million, and 300 came in third with $70.9 million). Although the film exceeded box office records during its first week, it fell the number two spot on the box-office totals the following week when it was beaten by Bruce Almighty. The film earned $281 million in the US and $738 million worldwide.[3] It is currently the 27th highest grossing film, and is one of the highest grossing rated-R features of all time.

The Matrix Reloaded had a positive critical reception in most of the media, with a Rotten Tomatoes score of 73%.[4] However, it was rated by Entertainment Weekly as one of "The 25 Worst Sequels Ever Made".[5]

Criticisms and acclaim, on record, are at times similar to those leveled at the movie's predecessor.[6]

Positive comments included a commendation for the quality and intensity of its action sequences[7][8] and intelligence.[9] Some critics have exceptional praise for it, saying that "its character development and so crisp it crackles on the screen" and has said that "Matrix Reloaded re-establishes the genre and even raises the bar a notch or two" above the first movie, The Matrix.[10]

Negative comments included the sentiment that the plot was alienating,[11][12] with some critics taking the view that the focus on the action came at the cost of the movie's human element.[13][14] Some also said that the dialog focus on exposition scenes[15] worked against the film. Although it was well-known that the plot of Reloaded would be resolved in Revolutions, the many unresolved subplots and the cliffhanger ending were criticized by some.[16]

The film was banned in Egypt because of the violent content and because it put into question issues about human creation "linked to the three monotheistic religions that we respect and which we believe in".[17] Egyptian media claimed it promoted Zionism since it talks about Zion and the dark forces that wish to destroy it. However, it was later allowed to be shown in theaters and was later released on DVD and VHS.

The Matrix Reloaded also made $145 million USD in DVD sales in October 2003.


See: The Matrix Reloaded/Mistakes


  1. Chasing the Stars: Carmakers in Movies, accessed 2005-01-30,, Ann Job
  2. Hollywood smog an inconvenient truth, November 14, 2006, Associated Press (
  6. The Matrix Reloaded: The second coming, May 14, 2003, Philadelphia Inquirer, Carrie Rickey
  8. The Matrix Reloaded, May 7, 2003, accessed 2007-07-12, Variety, Todd McCarthy
  9. 'Matrix' fans can't afford to miss 'Reloaded', May 14, 2003, accessed 2007-07-12,, William Arnold
  10. The Matrix Reloaded (2003) movie review, May 20, 2003, accessed 2007-07-12, Rotten Tomatoes, Tony Toscano
  11. The Matrix Reboots, May 11, 2003, accessed 2007-07-12, TIME, Richard Schickel
  12. Sequelitis infects 'Matrix Reloaded' with talk - lots of it, May 14, 2003, accessed 2007-07-12,, Rene Rodriguez
  13. Ready for a Neo world order?, May 16, 2003, accessed 2007-07-12,, David Sterritt
  14. The Matrix Reloaded review, May 13, 2003, accessed 2007-07-12, A.V. Club, Nathan Rabin
  16. Movie review: 'The Matrix Reloaded', June 11, 2003, accessed 2007-07-12,, Mark Caro
  17. Egypt bans 'too religious' Matrix, June 11, 2003, accessed 2007-07-12, BBC News

See also

External links

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