SYNOPSIS What if the Prophecy is true? What if tomorrow this war could be over?

Isnt that worth fighting for? Isnt that worth dying for? Thomas Neo Anderson (KEANU REEVES) made a costly decision when he chose to ask the question that Morpheus (LAURENCE FISHBURNE) and Trinity (CARRIE-ANNE MOSS) had asked before him. To seek and accept the truth. To free his mind from the Matrix. Everything begins with choice. Now, in the second chapter of the Matrix trilogy, Neo assumes greater command of his extraordinary powers as Zion falls under siege to the Machine Army. Only a matter of hours separates the last human enclave on Earth from 250,000 Sentinels programmed to destroy mankind. But the citizens of Zion, emboldened by Morpheuss conviction that the One will fulfill the Oracles Prophecy and end the war with the Machines, rest all manner of hope and expectation on Neo, who finds himself stalled by disturbing visions as he searches for a course of action. We can never see past a choice we dont understand. Strengthened by their love for each other and their belief in themselves, Neo and Trinity choose to return to the Matrix with Morpheus and unleash their arsenal of extraordinary skills and weaponry against the systematic forces of repression and exploitation. But there exist powerful figures within the Matrix who refute the artifice of choice, evading the responsibility it brings as they feed on the emotional truths of others. Choice is an illusion created between those with power and those without. Meanwhile, there are exiles like Agent Smith (HUGO WEAVING), whose inexorable connection to Neo compels him to disobey the system that has called for his deletion. Driven by the humanity he once despised, Smith will consume everything in his path on his quest for revenge. What do all men with power want? More power. On his treacherous journey toward further insight into the construct of the Matrix and his pivotal role in the fate of mankind, Neo will confront greater resistance, an even greater truth and a more impossible choice than he ever imagined. You didnt come here to make the choice. Youve already made it. Youre here to try to understand why you made it. At the confluence of love and truth, faith and knowledge, purpose and reason, Neo must follow the course he has chosen. What if I cant? he asks. What if I fail? Then Zion will fall. Warner Bros. Pictures presents, in association with Village Roadshow Pictures and NPV Entertainment, a Silver Pictures production, The Matrix Reloaded, starring KEANU REEVES, LAURENCE FISHBURNE and CARRIE-ANNE MOSS. The film also stars HUGO WEAVING, JADA PINKETT SMITH and GLORIA FOSTER. The Matrix Reloaded is written and directed by THE WACHOWSKI BROTHERS and produced by JOEL SILVER. The executive producers are ANDY WACHOWSKI, LARRY WACHOWSKI, GRANT HILL, ANDREW MASON and BRUCE BERMAN. The director of photography is BILL POPE, A.S.C.; the production designer is OWEN PATERSON; the editor is ZACH STAENBERG, A.C.E.; the music is composed by DON DAVIS; the visual effects supervisor is JOHN GAETA; and the costume designer is KYM BARRETT.

The Matrix Reloaded will be released worldwide by Warner Bros. Pictures, a Warner Bros. Entertainment Company, and in select territories by Village Roadshow Pictures. The Matrix Reloaded has been rated R by the MPAA for sci-fi violence and some sexuality.

PRODUCTION NOTES CHAPTER TWO: FURTHER DOWN THE RABBIT HOLE Neo peers into the coded curtain folds of the Matrix, sensing something hidden just beyond his sight. In 1999, the Wachowski Brothers and producer Joel Silver unveiled The Matrix, a visionary fusion of staggeringly powerful action and densely-layered storytelling. Inspired by stylistic Japanese anim films like Akira and Ghost in the Shell, the questions posed at the intersection of philosophy, mythology, religion and mathematics, the hyper-kinetic illustrations of comic book artist Geof Darrow and the science fiction of authors such as William Gibson, Philip K. Dick and Lewis Carroll, the brothers conceived an epic story that explores themes of technological alienation, free will, the cost of ignorance and the price of knowledge. Ultimately, the filmmakers not only electrified audiences with audacious visual innovations that have since been imitated in countless commercials, music videos and movies, they created a provocative action film that ponders the essence of reality and identity, illuminating the choices we must make and the strengths and weaknesses that compel us to make them. The Wachowskis had always envisioned the sprawling saga they unleashed in The Matrix as a trilogy, and the success of that film allowed the writer-directors to tunnel deeper into a mythology that they had only begun to reveal. They approached the production of the trilogys second and third installments, The Matrix Reloaded and The Matrix Revolutions, as a single film that would be presented in two parts. The result is a revolution in and of itself. The visual benchmarks set by the trilogy, such as the groundbreaking technique invented to capture the anim-inspired conceptual state of Bullet Time in The Matrix or the pioneering of the Universal Capture process to produce photo-realistic virtual humans for Reloaded and Revolutions, continue to redefine what is cinematically possible. A film trilogy that tells a story of the horrors that may happen if we push technology too far has pushed technology exponentially further in the telling of it. The Matrix films also bulldoze boundaries in the physical construction of their furious action sequences. Simultaneously brutal and elegant, they combine elements of classic Kung Fu films with Western gun-slinging action, Eastern martial arts and wire work. In the Hong Kong cinematic tradition of directors such as John Woo and Yuen Wo Ping, the lead actors perform their own fight sequences. This method allows for greater storytelling through action the fights propel the narrative, rather than serving as an entertaining detour from it. In this way, every minute of the film can offer something substantial and meaningful to the audience. Perhaps part of what makes the Matrix films so intriguing is that their density inspires limitless interpretations while most films endeavor to provide the audience with answers, The Matrix is one giant open-ended question. Casual references serve as conduits to entire forests of thought; interwoven themes of mythology, philosophy, emerging technology, evolutionary psychology, literature such as Alice in Wonderland, and theological references (Christianity and Gnosticism exist comfortably alongside Zen Buddhist and Taoist thought) all free the mind to consider a multiplicity of truths. The films strength lies not in what they are capable of telling us, but rather in our own capacity to take the ideas they present and run with them. The Wachowskis cinematic synthesis of philosophy and technology has inspired several books (including The Philosophy of The Matrix, edited by William Irwin; Exploring the

Matrix: Visions of the Cyber Present, edited by Karen Haber; and Taking the Red Pill: Science, Philosophy & Religion in The Matrix, edited by Glenn Yeffeth) and numerous college courses ranging in theme from philosophy to science fiction, computer-mediated communication, religion and contemporary culture. The vast amount of thought devoted to the examination of their work is evidence of the extent to which they have been able to hack into the collective consciousness with their provocative and challenging filmmaking. What Larry and Andrew are trying to achieve in their storytelling, the physical action they present, the elements of new cinema and technology they have invented to create images, is unparalleled, says Keanu Reeves, who, at the brothers request, read such books as Jean Baudrillards Simulacra and Simulation and Kevin Kellys Out of Control while preparing for his role of Neo, the computer hacker who assumes his destiny through his search for truth in The Matrix. The Wachowskis are incredibly well-versed in everything from philosophy to mythology to comic books, and the themes running through these films reflect their perception of the timeless questions that have driven mans quest for knowledge and understanding, says Joel Silver, producer of the Matrix trilogy. Theyve created an epic story, told it in a visionary way that revolutionized entertainment, and created a thinking persons action picture. You can enjoy the films on a purely visceral level, and if you want to go deeper, there are some very profound ideas to consider. Those fans who dare not seek the truth themselves can live vicariously through the choices made by Neo, Morpheus and Trinity; those who choose to explore the philosophical, literary, mythological, theological and technological themes that inform the Wachowskis cinematic universe can go as deep into the rabbit hole as they dare. The truth is often terrifying, which I think is one of the motifs of Larry and Andrews cinema, Reeves observes. The cost of knowledge is an important theme. In the second and third films, they explore the consequences of Neos choice to know the truth. Theyve made Reloaded and Revolutions even more dense and provocative and entertaining than the first film. Its a beautiful, beautiful story. In The Matrix Reloaded, Neo continues the shocking journey he began when he chose the red pill in The Matrix. Having made the decision to believe in himself and accept his role as the One, Neo assumes greater command of his extraordinary powers. But being the One brings unexpected responsibilities, not only toward fulfilling what Morpheus believes to be Neos destiny to end the War with the Machines but in living up to the expectations of those whose lives depend on the choices he has made. As the rebels brace themselves to protect Zion, the last enclave of humanity, from extinction by the Machine Army boring down on them, Neo finds himself searching for a course of action. The second film is really a personal quest for Neo, says Reeves. Hes going through a process of trying to come to terms with what hes been asked to do. Hes on a further quest for the truth, and this means he has to fight harder than before and confront visions of the future. Meanwhile, having completed his lifelong mission to find the One, Morpheus finds himself driven to defiance by his convictions. In the first film, Morpheus is a teacher, comments Laurence Fishburne. In Reloaded, he becomes more of a spiritual leader. His belief in Neo and the Oracles Prophecy is absolute, and he brings great strength and passion to his increasingly important role in the fight to save Zion. But the truths he encounters along his path put his faith to the test. Perhaps the only two people in which Trinity has absolute faith are Morpheus and Neo. Her love for and belief in Neo infuses her with incalculable resolve and she becomes even more of a warrior than she was in the first film, says Carrie-Anne Moss. The world that Neo and Trinity fight in is so dismal and so horrific that by contrast their love is really pure and beautiful. It softens her, but it also gives her strength. Hugo Weavings role as the indefatigable Agent Smith is complicated by the characters escalating ability to consume the essence of other beings in the Matrix plus an upgrade called ego. In The Matrix, Smith starts off as being a very rigid character with a very

strong, defined mission that he has to accomplish, Weaving describes. During that journey, he starts to feel human feelings. He starts to feel anger and jealousy. He starts to smell things and he starts to have a hint of what its like to have humanity inside him. And he hates that. He sees it as a weakness. In Reloaded, hes accepted these powerful feelings more and more and I think he actually starts to relish them. His ego has expanded and hes quite literally been liberated. Reloaded also introduces new characters to the story, both in Zion and in the Matrix. A crucial member of the Zion resistance, Niobe is the captain of the Logos, the smallest and fastest hovercraft in the rebel fleet. The filmmakers selected Jada Pinkett Smith to portray Niobe, a central figure in the films as well as in the video game Enter the Matrix, another of the trilogys storytelling components. Niobe doesnt have faith; she doesnt believe in anything but herself, Pinkett Smith says. Her ego is a beast and shes extremely arrogant. The only thing shes connected to is her heart as a soldier. She knows what she has to do and shes really good at it. I feel Im very much like Niobe in that once shes got her mind set on something, youre not going to change it. Jada is just as focused and tenacious as Niobe, Silver adds. She made a total commitment to the films and the video game, from the training to the fighting to the stunt and motion capture work the productions demanded. Her sheer stamina not to mention the strength and spirit she brings to her character is truly impressive. In contrast to Niobes fierce tenacity is the Merovingian, a perversely indulgent Matrix power broker who is endlessly flanked by his alluring wife Persephone and a cabal of bodyguards, including ghostly, razor-wielding Twins. Hes the personification of all forms of indulgence in the voluptuousness of life, says Lambert Wilson of his voracious character. What he lacks, and therefore what he likes to indulge in, is emotion. The Merovingian and Persephone are like vampires in that way, says Monica Bellucci, who plays the manipulative trophy wife. They want to provoke emotion in other people so they can feed on it. Persephone is very elegant, very sophisticated, but also very corrupt, and shell use her power to get what she wants which is to feel. Rounding out the main cast of The Matrix Reloaded are Gloria Foster as the Oracle; Harold Perrineau as Link, the Nebuchadnezzars new operator; Randall Duk Kim as the Key Maker; Neil and Adrian Rayment as the Merovingians ethereal bodyguards, the Twins; Nona Gaye as Links girlfriend Zee; Harry Lennix as Commander Lock; Collin Chou as Seraph, the Oracles bodyguard; Anthony Wong as Ghost, Niobes first mate aboard the Logos; Anthony Zerbe as Councillor Hamman; Cornel West as Councillor West; and boxing champion Roy Jones, Jr. as Captain Ballard. ICE IS YOUR FRIEND: NOT-SO-BASIC TRAINING You do not truly know someone until you fight them. In preparation for The Matrix, Keanu Reeves, Carrie-Anne Moss, Laurence Fishburne and Hugo Weaving spent four solid months during the winter of 1997-98 training with master martial artist and wire work specialist Yuen Wo Ping to learn the Kung Fu and wire skills they would need to perform the films complex and demanding fight scenes. While the cast embraced this unprecedented approach to Western action filmmaking in which they would execute fight scenes typically handled entirely by stunt performers they were somewhat unprepared for the grueling experience that lay ahead. Tenacity, perseverance and the desire to bring the Wachowski Brothers vision to life inspired the cast and martial arts team to accomplish what had never been done before in an incredibly short period of time. We wanted to be able to achieve the extraordinary, says Keanu Reeves. When the actors returned to training for Reloaded and Revolutions in November 2000, they were ready. The cast arrived in much better shape, much fitter, with a far greater understanding of the demands we would place on them, Wo Ping says.

Training for these two films was probably three times harder than preparing for the first, Reeves admits. Neos Kung Fu elements and wire work are more sophisticated there are more movements in one particular fight in Reloaded than there are in the whole of the first Matrix. Daily training sessions were held in a Santa Monica airplane hangar during an exceptionally cold and rainy winter. Wed arrive in the morning and theyd have to vacuum up the water from the rain that had fallen the night before, recalls Laurence Fishburne. The stunt team had almost tripled in size since The Matrix in part to include twelve stunt men to play multiple Agent Smiths and they shared the training space with the productions sizeable motion capture stage. Reeves devoted at least seven hours a day to Kung Fu work. While training for and filming The Matrix, he was recovering from neck surgery, which restricted his movements, and Wo Ping accommodated his injury by choreographing routines that featured more hand-tohand combat than kicking. This time around, Reeves had no such limitations. The more I could do, the more they pushed me, recalls the dedicated actor. So when I could do one thing well, that was the day theyd ask me if I could do two things. Then when we were shooting, the brothers would ask me if I could do seven things! It was all very good fun, but very hard work as well. And painful ice is your friend. (During training, Reeves was known to sit in a bathtub full of ice.) Keanu is exceptional, compliments Wo Ping. He is a super perfectionist, always dissatisfied with his own performance, even when I think its very good! I tried my best to match the level that he was looking for. In the first Matrix, Neo uses his single hand to fight with the Agents. But in Reloaded, Neo finds out that the Agents have been upgraded, and so he must upgrade himself. From there I had to add a lot of movements for Neo to tackle the Agents with that are very, very difficult, but Keanu did it all with great style. Reeves worked with twelve stunt men for nine weeks perfecting a five-and-a-half-minute routine comprised of over 500 moves. Such ambitious training was the only way to reach the level of technical acuity necessary to achieve the brothers vision for the films aweinspiring action. Wo Ping, Larry and Andy want the fights to be as spectacular as possible, he says. They love spectacle and they want to entertain. Theyre interested in physical contact in both its positive and negative light, in the same way that fire can be destructive and it can also give warmth thats what they want from an action sequence. Joel Silver believes the master fight choreographer has been invaluable in achieving the Wachowskis grand vision for the story arc of the Matrix trilogy. Wo Pings style meshes exceptionally well with the brothers philosophy in terms of storytelling, says the producer. Beyond the obvious antagonist and protagonist combating in a test of physical will, he illustrates the characters development through the fights. It was in the Dojo Fight in The Matrix that Neo first began to explore his potential, and in Reloadeds Burly Brawl, he is so challenged by the onslaught that he has to elevate himself to a whole new level. The exhilarating fight scenes result from a powerful synthesis between the choreographer, the filmmakers and the cast. The concept for all the fight scenes originates with the brothers, Wo Ping explains. I base the scenes on their ideas and then build on them. The Burly Brawl was difficult because Neo has to fight 100 Agent Smiths simultaneously, and Keanu had to learn an incredible series of dense, frequent moves. Then I had to ask each individual Smith stunt double to watch Hugos movements and then imitate them exactly. The choreography was based on all these people being able to execute it perfectly. Wo Pings choreography for the Teahouse Fight, in which Neo is put to the test by Seraph, the Oracles bodyguard, demanded a high level of martial mastery from Reeves. Neo and Seraph are both connected to the Oracle on the same level, Wo Ping explains, and therefore their Kung Fu standard should be at the same level. But Collin Chou, who plays Seraph, is an Eastern actor who has been training in martial arts for many years. Compared to someone whos been training for 10 years, Keanu is at an elementary level, and therefore I had to get the very best from him so that they were on the same level when they fought. Thanks once again to Keanus perseverance, we were able to achieve that balance.

Wo Pings style of integrating myriad elements into his fights increases their intensity and makes them incredibly fascinating to watch. The more you change the variables in a scene, the more interesting it becomes, he says. In Reloadeds opening fight sequence, I improvised, using helmets as a kind of weapon, and Carrie-Anne uses those weapons very powerfully. I also designed an extremely fast, powerful kick for her, which we called the Scorpion Kick. I trained her for over six months just for that one kick. She performed it very, very powerfully, with great precision. Trinity is all about the Scorpion Kick and the chop, says Carrie-Anne Moss. Once again, Wo Ping was such a great teacher. Ill never forget the audiences response to the first fight I had in the Matrix, so I hope that people are just as excited by my fight in the opening sequence of Reloaded. Its pretty powerful. Carrie-Anne is very, very good and I always encouraged her to feel more confident about her ability, says Wo Ping. For Carrie-Anne, as for everyone, the fighting and the training were far more intense than for the first film, but the more we encouraged her, the more confident she became. Although her performance doesnt betray it, not all went well for Moss during training. I trained for six or seven weeks before we even officially began, to be in great shape so I could really, really, really kick some ass, she says. And then I landed wrong during training, and basically, my thigh broke my knee. And I broke it right then and there, but I went into total shock and denial, and decided to drive myself home and then drive myself back to work the next day. It was brutal, because all I could think of at the time was, Oh my God, Im not gonna be able to do the movie! Carrie-Anne and I escaped injury on the first film, so we were due, Fishburne muses. We both got injured this time. She broke her leg and I severely hyperextended my wrist, which put me in a soft cast for about six weeks and slowed me down. But Fishburnes judicious training method helped him to stay on schedule despite his injury. I approached training a little smarter this time, and since the trainers understood what we were capable of and we understood what was going to be required of us, we were able to pace ourselves a lot better. Because maintaining a particular kind of shape for two years is a lot harder than maintaining it for nine months. Laurence is very smart and he learns things very easily and quickly, says Wo Ping. His body language and flexibility are good, and he can kick very well. In his training, we emphasized the power of his punch and his kick. One new component thrown into the mix for Fishburne was mastering the art of war with a samurai sword. I wouldnt dare think that I could master it, but a samurai sword is not that difficult a weapon to wield, Fishburne says. But I found it did require a particular strength in the forearm area that I had to develop quickly. The sequence in the film where Morpheus uses the sword is one of the shining moments for me in my performance. I will always, always have wonderful memories of that. In addition to training Fishburne and the other actors to use a cache of new weapons, Wo Ping also choreographed a daunting fight sequence that unfolds atop a racing eighteenwheeler. This was very difficult, because the truck is speeding so you have to focus on balance, explains Wo Ping. The choreography in this scene shows how Morpheus experiences a moment of crisis and uses Kung Fu to regain his balance. Fishburne trained for the big rig battle atop a scaffold that was built to match the dimensions of the top of the truck. The truck-top fight is a brilliant piece of choreography, Fishburne raves. Its pretty staggering. Just the size of those vehicles is so daunting, let alone performing a Kung Fu fight on top of them. It blows my mind. Like Fishburne, Hugo Weaving took a smarter approach to his training for Reloaded and Revolutions. I basically looked after my body a lot better than I had done the first time round, explains Weaving, and trained well but carefully, because I was mindful of what could happen I tried not to push myself to achieve the physical perfection within too short a period of time.

Hugo had a lot of injuries on the first one, and in this one he came back and really, really pushed himself in training, says martial arts stunt coordinator Chad Stahelski. When you see the scenes, youve got to remember that its the real Hugo mixed in with twelve of the best martial arts stunt guys around, and hes holding his own. Jada Pinkett Smith began training before the official sessions even started. The script made a reference to Niobes muscles bulging as she steered her ship, so I figured Id better get some muscles, says Pinkett Smith, who adopted her characters mindset toward training. Niobe would focus very strongly on her body because her body is her temple, her body is her tool. She would be into the hardcore training because it strengthens your mind as much or even more than your physical body. It creates heart. It creates that soldier mentality, and for Niobe its all about strength. So I started by doing weight lifting, then I went on to the martial arts training. And eventually I got to kick a little ass, which was a lot of fun. Pinkett Smith, who gave birth to daughter Willow shortly before her training commenced, quickly became familiar with the blood, sweat and tears that were regularly wrung from the cast during the intense process. I remember early on in training I saw Keanu soaking in a tub of ice, and I looked at him like What are you doing that for? she recalls. And he said One day youll know. And I swear, after I did my first fight scene and my joints were swollen, my legs felt like concrete boulders and every part of my body was aching, then I knew what that ice was for! I dont know how Keanu and Carrie-Anne did it time and time again, I really dont. Neil and Adrian Rayment, internationally renowned Black Belt Shotokan Karate instructors, were honored to bring their considerable martial arts experience under the aegis of Wo Ping. We started doing karate when we were about sixteen, says Neil. We grew up watching Kung Fu films from Hong Kong, and Wo Ping has always been one of our heroes, not just for his ability as a martial artist, but also as a director. To find ourselves suddenly training with him was very intimidating were not that worthy! Adrian exclaims. We worked really hard, and every now and again hed just grin at us out of the blue, which was wonderful it felt like hed patted us on the head! Like his fellow actors, Fishburne has great appreciation for the master choreographers powerful artistry. I think Wo Ping and his crew have to be applauded for the way in which they entered into this whole enterprise, stayed away from home for years and made us look brilliant, says Fishburne. You cant put a price on what their expertise, their experience and creativity has brought to these films. The Matrix would not be what it is without their influence. BEYOND BULLET TIME: CREATING VIRTUAL CINEMA What do all men with power want? More power. The visual effects process for The Matrix Reloaded and The Matrix Revolutions began in March 2000 at the productions in-house visual effects division, ESC (pronounced Escape), where John Gaeta, visual effects supervisor of the Matrix trilogy, has supervised the creation of over 1,000 virtual effects shots for Reloaded alone dwarfing in size and scope the 412 VFX shots created for The Matrix. Gaetas primary innovation for The Matrix has come to be known as Bullet Time, a revolutionary technique for depicting cinematic action in the style of Japanese animation known as anim. Bullet Time refers to a conceptual state of being inside the virtual reality of the Matrix, in which a character primarily Neo obtains a mind-over-Matrix capability. The creative process for bringing Bullet Time to the screen is called virtual cinematography, a digital solution developed by Gaeta and the Matrix filmmakers to depict these mind-over-Matrix moments in slow-motion, as seen by a camera moving at regular speed. To execute the impossible, the Matrix VFX team painstakingly arranged 120 Nikon still

cameras along a path mapped by a computer tracking system, fired the cameras in sequence around the unfolding action and scanned the images into the computer. After the computer interpolated between the scanned frames, the completed series of images was combined with a digital background. The result allowed Gaetas team to manipulate the imagery at any given speed without losing clarity. But this initial version of virtual cinematography was deemed inadequate almost arcane, as Gaeta sees it for rendering the super-human events the Wachowski Brothers envisioned for Reloaded and Revolutions. Their ambitious scripts called for Neo to battle 100 Agent Smiths at once and fly at 2000 miles per hour over the Matrix megacity (a sprawling metropolis over ten times the size of New York). Gaeta also had to find a way to show 250,000 Sentinels snaking through a massive tunnel, and then ignite a scorching fourteen- minute freeway chase that involves two high-velocity martial arts battles, a motorcycle pursuit into oncoming traffic, characters leaping impossibly between moving vehicles, and a spectacular ballet of crashes, explosions and virtual destruction. It was evident that we couldnt go any further by utilizing the technology from the first Bullet Time shots, says Gaeta, who won an Academy Award for Visual Effects for The Matrix. It was too restrictive and too labor intensive. The concept of Bullet Time needed to graduate to the true technology it suggested. In other words, realizing Reloaded and Revolutions visionary action sequences required technology that didnt exist yet. Familiar territory for Gaeta and the Wachowskis, but this time around, the filmmakers took their ambitious plan to advance virtual cinematography exponentially further than one can imagine. They decided to create images that no one could copy, says producer Joel Silver. That takes a lot of time, a lot of money and a lot of talent. And the results are staggering. These guys didnt just raise the bar for action filmmaking, for visionary storytelling, for what is visually possible they obliterated it. The centerpiece of Gaeta and Companys answer to the first phase of virtual cinematography is their creation of virtual, three-dimensional depictions of the main characters for the purpose of enacting their impossible super-human feats at a level of realism never seen before. To create virtual humans, the VFX team utilized motion capture (mocap), a technique involving sophisticated cameras that recorded precise motion data from reflective bodysuits worn by the main actors, Yuen Wo Pings martial arts team and the stunt performers as they executed the required action. Months worth of motion capture data was acquired for the creation of the Burly Brawl battle between Neo and Agent Smiths army of replicas, the Freeway Chase and other key super-human events. A special capture stage which, at the time of production, was the largest motion capture performance stage ever created was operated for more than four months parallel to principal photography. The data recorded for Reloaded and Revolutions, as well as for the video game Enter the Matrix, is the most motion capture ever created for a film; the amount of capture needed to produce the most versatile of video games pales in comparison. Working with motion capture was something very new to me, says master martial arts choreographer Wo Ping. Its fantastic technology because it helps me to accomplish a lot of moves that cant be done in real life. With motion capture, we can enforce the dynamic power and emphasize the beauty of the kicks and moves in a way that we couldnt otherwise do. In editing the motion capture, Gaetas team literally fleshed out the virtual characters computer-generated bodies, adding photo-realistic muscles and wardrobe. Layering lifelike expressions onto the computer-generated cast involved another extreme innovation that the Matrix virtual artists have dubbed Universal Capture (u-cap). Five ultra-powerful high-resolution cameras were arranged in a semi-circle around each actors face. As the actor conveyed a range of emotions and expressions, the Sony HDW 900 cameras recorded the performance to the most minute detail all the way down to down to the pores and hair follicles. Using these five real-time recordings to extrapolate the shapes of the characters faces to an extremely high resolution, the VFX team then applied the dimensional facial textures to

the digital characters bodies, resulting in the most realistic computer-generated human images rendered to date. Once the master content of each sequence was captured and fused with intricate layers of visual elements (including virtual backgrounds, objects and computer-generated enhancements like glistening glass, bullet wakes and blood), virtual cinematography opened up infinite camera composition and editorial possibilities, resulting in what the Matrix VFX team has dubbed virtual cinema. In the virtual cinema that fortifies the Burly Brawl, an unfettered camera whirls around Neo as Agent Smith and 99 of his perfectly relentless selves assail him, seamlessly accelerating and decelerating and reversing position as the action shifts between super slow motion and supersonic speed. In the Freeway Chase, virtual cinema makes it possible for two vehicles to collide and suffer the destructive consequences of surreal inertia, creating an impossible event captured at impossible camera angles. The groundwork for this kind of hyper-reality was laid in the rippling of a hi-rise buildings surface at the crescendo of the helicopter crash sequence in The Matrix. The filmmakers discarded the rules of standard physics, because in an algorithmic world like the Matrix, visual glitches like the surreal structural swell seemed natural. Reloaded and Revolutions exceed all expectations in furthering this fantastic new form of action. We felt if we could pull apart the barricades of physical rule that bind most action films to gravity and other forces of material reality, then we could start from the position of entertaining our total destructive imaginations, Gaeta says. Its much more fun to destroy things in movies in ways that cant ever occur in real life then to demonstrate how to cause havoc with average ingredients acquired from a local supermarket. 3D computer planning was used extensively in the choreography of the breathtaking live action and the virtual cinematography that propel the Freeway Chase. The planning of this scene was conducted for nearly one year prior to principal photography and involved every major designer and engineer on the film. As Gaeta describes: Within the making of the Freeway sequence there are some incredibly impressive examples of using 3D advance planning to determine the paths and actions of high-speed vehicles and events. There were life-threatening stunts attempted throughout the scene and some major ones were mapped out to the exact mile-per-hour and footwork of all drivers in terms of near headon and other large-scale collisions. In addition to the virtual humans and super-human events that intensify the Burly Brawl and the Freeway Chase, Reloaded also presents an array of spectacular visuals such as the city of Zion, a vast, cavernous enclave at the Earths core, and an expanded visualization of Neos amplified perceptual abilities. His heightened intuitive powers are conveyed in part through a dreamlike revelation of the code underpinnings of the Matrix as the camera glides through literally millions of shimmering code particles orbiting the shapes and constructions of the live action sets and characters. In the tradition of contemporary Japanese animated movies, Reloaded presents photo-real 3D interpretations of natural phenomenon like weather, water and flame to impressionistically convey intelligence, behavior and character. Scores of Reloaded elements from lightning to explosions were given a complete rethink on design, style and execution. The brothers obsess on hyper-graphic depictions of supernatural events, Gaeta reveals. At every turn weve been striving to balance chaos and order, like putting a picture frame around a flash flood. Reloaded and Revolutions also break all animation-based boundaries in rendering the action of hundreds of thousands of marauding machine creatures, robots and tunnel storming electro-magnetic hovercraft. The creatures being driven by these technologies are all based on the extreme and horrific designs of Geof Darrow (creator of ultra-detailed comic book classics like Hard Boiled). Commonly-reviewed material at visual effects headquarters during the photography stages included Darrows conceptual drawings and films such as Alien; 2001: A Space Odyssey; Vertigo; Apocalypse Now; Koyaanisqatsi and Powaqqatsi (highly-stylized documentaries about life on earth); IMAXs Blue Earth; 20,000 Leagues Under the Sea; documentaries on ultimate fighting, the Hindenberg disaster,

submarines from the 1800s, undersea life, Rocky Marciano and other heavyweight champions; reality TV shows about car chases and crashes; high-speed car crash research and development films; information about robotics manufacturing, glass blowing, the making of the Chunnel (the tunnel that connects France and England), artificial intelligence and a reel of footage specializing in anim explosions of all sorts and sizes. Were all fans of Stanley Kubrick and Ridley Scott movies and the dark universe perfection that comes with their films, Gaeta enthuses. We hope to carry on their more refined, intelligent aesthetic with the most modern approaches available in this phase of computergenerated imagery. We want to scare people so badly that one day, when those damn machines smack us back, were ready. The sheer volume of virtual effects and the time needed to render them necessitated that Gaeta delegate a portion of the workload to additional VFX vendors, who created specific shots under his supervision. Those vendors include: BUF, creators of the Code sequences and other special perception effects; Tippett Studios, creators of the fully-digital environments and Complex Creature scenes; Sony Imageworks, creators of the Tunnel environments and large-scale events depicted within; Giant Killer Robots, creators of the Underground environments; and Animal Logic, creators of elements within the Freeway Chase and paranormal characters. To manage the intricate processes of creating virtual cinema from pre-visualization through post-production, Gaetas team collaborated to design the Zion Mainframe, the most functional information and asset exchange engine ever created for a feature film. More then just a search engine, this new tool interlocks all departments interested in digitizing artwork, design concepts, storyboards, CAD stage plans, 3D models for concept and stage planning, high-resolution models, Quicktime movies of all shots in progress (which can be retrieved through a digital dailies and shot history system) as well as full resolution back-ups of final shots created by visual effects vendors. Material is input primarily by the Matrix art department, visual effects department and its visual effects vendors, the Enter the Matrix game vendor and the creators of the nine anim short films that comprise The Animatrix. To date, over 500 digital artists have worked on the virtual effects elements of The Matrix Reloaded and The Matrix Revolutions. THERE IS NO SPOON: IMPOSSIBLE STUNTS AND COMBAT You always told me to stay off the freeway. You told me it was suicide. Like the films groundbreaking virtual effects, the daring and innovative stunt work in The Matrix Reloaded transcends the extraordinary feats performed in the first film. One of the most astonishing sequences in Reloaded is the fourteen-minute breakneck Freeway Chase involving spectacular car crashes, a life-and-death struggle in a speeding Cadillac, a Kung Fu battle atop a barreling big rig, and Trinity flying against traffic on a Ducati motorcycle with the imperiled Key Maker on the back. It took seven weeks to film the chase on a mileand-a-half-long freeway loop constructed specifically for the film at the Alameda Naval Base. Its relentless, says Fishburne of the chase. The cars start going on the freeway, the cops are following us, theres the communication with Link on the phone, theres the Twins, theyre firing, theyre morphing, the Agents show up, Trinity gets on a bike, she goes the wrong way, then you look up and Morpheus is riding on the truck like hes surfing. After I saw what happens on the freeway, I realized how crazy Morpheus truly is. The freeway sequence demanded a massive amount of planning from supervising stunt coordinator R.A. Rondell. I would sit down with the brothers for an hour and just talk about speed; lets start with something generic, 55 miles an hour for a traffic pattern. The chase vehicles are doing 80, so theyre overtaking the cars by 20 miles an hour. How fast does that look when its going by? I would literally take out my little toy cars and wed position them to see how the vehicles could be placed.

Computer generated pre-visualization was an indispensable tool employed by the filmmakers to map out the complex shots they needed to achieve, taking into account the logistics of the stunts going on amidst the barrage of flying vehicles. Pre-visualization is the process of blocking out a sequence on computer, applying camera moves to it, then animating the scene for a detailed preview of what the final product could look like. In the Freeway Chase, the camera is in places where it hasnt been before in car chases, says director of photography Bill Pope. The brothers made up their dream shots and put them into a computer and spit out a synthetic version of what they could look like onscreen. Then we had to figure out how to come up with those same shots in the real world. The high-tech pre-planning then merged with a more tangible, hands-on approach. We literally walked the freeway with a little rolling measuring stick, Rondell explains, and precisely marked the pattern that Trinitys motorcycle and the motorcycle-mounted camera would be following, with specific marks were they would make their passes and swerves. We calculated how long it takes this vehicle to travel, how long it takes to stop. Then wed arrange the cars accordingly in the proper positions. An important concern for the stunt team was achieving a sense of realism that could mask their careful planning. We didnt want to make the traffic patterns generic or repetitious, Rondell points out. What do you see every day on the freeway? Everybody isnt exactly placed at one distance or another for a weaving pattern. We took into account camera lenses, lengths from cameras to subjects and put all those factors into motion using the most unique angles and presentation. The challenge is then to make it happen in real time and at that point, you have to take the human factor into consideration. I have a major fear of the motorbike, Carrie-Anne Moss admits. And it was very challenging for me to get on the bike every day and practice. I started off with a tiny little bike. Mastered my tiny little bike. Got on a little bigger bike. Mastered it. That went on for months, until I got up to the Ducati. My biggest fear about it was, I guess, dying. Mosss trepidation was understandable. She would be riding a powerful motorcycle at considerable speed straight into oncoming traffic, carrying extremely precious cargo: Randall Duk Kim, who plays the Key Maker, rode behind her and neither actor would be wearing a helmet. The actress took her responsibilities very seriously. Right up until the day we shot the motorcycle sequence, I said to R.A., I cant promise you that Im going to do this. Because it wasnt just about me I have Randall on the back of the bike with no helmet on, and if you fall off a bike at 50 or 60 miles an hour, you dont just get hurt. You get really hurt, or you die. So on that day, I knew that I could not allow myself to question for one split second whether or not I could do it. Negative thinking was not allowed. The stunt coordinators expertise was a deciding factor in Mosss decision to go ahead with the stunt. I absolutely love R.A. and trust him, she says. He is very patient and encouraging. If it werent for him, I would never have been able to even get on the motorcycle. Theres a comfort level thats involved now, says Rondell. This time around, the actors came in feeling that they can trust us completely, and thats half the battle. It was just about acting from then on. While Moss was considering life and death, Randall Duk Kim hung on and enjoyed the ride. It was utterly thrilling to work with Carrie-Anne on the motorcycle, he says. I never dreamed I would be part of such a fantastic project as this I felt like a little kid having a great, big, joyous adventure. Doing these films teaches me so much about myself, Moss muses. To face a fear like that and to overcome it is quite remarkable. Mosss Freeway duties also included stunt driving for the Chase sequence, in which she pilots a Cadillac through a hail of bullets as a full-scale fight erupts between her passengers. I went to motion picture driving school twice. I have a diploma, and I framed it, and I put it on my wall. I really, really appreciated the skills that I learned there,

because I was able to do some very cool stuff when it came time to shoot. Fishburne was impressed with Mosss skills. Carrie-Anne can drive her ass off. We trained to do 180 and 90 degree turns, and within two hours she was whipping the car around like shed been doing it all her life. One of my favorite things that I did in the film was my sliding 90 into the camera, says Moss. Its all about the foot brake and hand brake and sliding, and hitting your mark coming at a camera crew in a small space, if I dont hit the right mark, I could do some serious damage. I hit it in one take, which was also awesome because it was one of the only times that I got a real hoot and holler from the brothers. Theres nothing quite like a hooray from my two boys. It feels pretty great. Fishburne faced the considerable challenge of fighting an upgraded Agent atop a speeding eighteen-wheeler. In rehearsal its cool because the trucks not moving, he says. Its challenging enough to be in a wire harness, trying to hit your mark up in the air. But when they turn on the hydraulics and start shooting, its a whole different deal. Though the actor had initial reservations about performing the stunt, Rondells reassurance and professionalism made all things seem possible. R.A. is incredible, says Fishburne. When I first realized what kind of stunts were going to be involved on the freeway, I went up to him and said, Im scared. And he said, I know. Im gonna take care of you. His primary concern is always that everybody involved is absolutely one hundred percent safe. There are so many fail-safes built into his stunts that you feel as if youre just having a stroll through the park he makes you feel like nothing can happen to you. Producer Joel Silver was bowled over by what the stunt team was able to create. Theres a sequence where an Agent jumps from car to car to car, which sets off a bunch of collisions in the background, relates Silver, who selected the Cadillac CTS and the EXT to play major roles in the Freeway Chase because he believed the innovative vehicles could handle rigorous production demands while fitting seamlessly into the hyper-stylized world of the Matrix. The incredible thing is that the team orchestrated sixty cars flying through the air at three hundred frames a second in the same fantastic way that they designed the fights its brilliant choreography. Events that would be featured as the main action in any other movie are simply another layer in the landscape of Reloaded. The brothers wanted the residual action of all those cars flying around to trigger crashes in the background, says Rondell. We designed this image of cars bouqueting out in the background, and it really looked great on the previsualization. Then when we made it happen in real time, it all unfolded like a symphony. Another key event in Reloaded that rivals the Freeway Chase in both complexity and exhilaration is the Burly Brawl, a furious battle between Neo and an army of one hundred relentless Agent Smith replicas. The meticulously choreographed fight took 27 days to shoot. We were doing 18-second takes with a 180-degree Steadicam, where I have over twenty-five moves, says Reeves of the painstaking work that went into perfecting the brutal ballet. I worked every day for six weeks with twelve incredible stunt men. Keanu beats himself up on set and he has very high expectations of what the standard of work should be, but he never pressures me or the other actors, says Hugo Weaving. Hes a great listener I really love working with him. Rondell, martial arts stunt coordinator Chad Stahelski, and fight choreographer Yuen Wo Ping auditioned around fifty stunt actors, acrobats, gymnasts and martial artists to play the core group of twelve Agent Smith doubles. We put them through about four months of training to mimic Hugo Weaving, learn the fight choreography and develop the skills we were gonna need for this sequence, recounts Stahelski, who also served as Keanu Reeves stunt double. They had to be capable of doing everything from gymnastics, to acrobatics, to wire work, to what we call Hong Kong reactions, big fight reactions that are gymnastic in origin. During the Brawl, Weaving was put in the novel and somewhat perplexing position of only being able to play one one-hundredth of his character at a time. While they could teach

Keanu the Burly Brawl choreography like a dance, they couldnt teach it to me in its entirety because it involves at least ten of me at any given time, he explains. So I learned the fight as they would in Hong Kong, where the choreographer comes in on the day of filming and teaches you the moves on the spot. Weve had Hugo do more things than we ever could have hoped, Stahelski says. Hes fallen down stairs, hes wrapped himself over poles, hes been hit by the staff, hes done a twenty-foot descender. Hugos all over the place in this fight. All of the stunt Smiths had to undergo the process of transforming themselves into replicas of the deadpan Agent as played by Weaving. They all wanted to ape me, and I kept saying, No, no, no, Im the one who looks useless, I wanna look like you, recalls Weaving. But they needed to learn to move in the way that I do and to have a sort of Smithian quality about them. Hes not particularly graceful, hes fairly brutal. The closer the production got to filming, the stranger things became for the prototype actor. They slowly started to resemble me, says Weaving. The shorter ones had lifts put in their shoes, and they all had their hair cut, and then the suits and ties and glasses started coming in, and then everyone had a wig, so by the time we began shooting there were twelve semi-mes running round. The experience led to all sorts of self-reflection on Weavings part. Well, I realize now how far my hairlines receded, he says. Normally I look at myself in the mirror and I think its alright. But when I was looking at everyone from the side, aaagh! There was much more spontaneity allowed for in the fight choreography for Reloaded than there was during the shooting of The Matrix. The first time, the fights were choreographed and we learned them like dances, says Weaving, and they hardly changed at all when we shot them. This time round there were quite major changes made on the day while we were fighting and we had to swing with that. Wo Ping was amenable to me making some in-the-moment floor choices, Reeves says. Which isnt at all to say that I disagreed with the choreography, but just in terms of having the flexibility to express my own style. From initial vision through preparation and execution, the level of innovation and talent put into stunt work on the Matrix films is unparalleled. Were all ruined, Rondell concludes. Weve hit such a tremendous benchmark with these films that working on anything else is going to be a bit of a letdown. The ability and expertise of this crew makes what we are able to achieve pretty unlimited. Weve done as many as 70 takes in one day to make it perfect, to find a magic moment. Weve become such hyper-perfectionists now that it will be a letdown when were not allowed to go that extra distance. THE DESIGN OF THE MATRIX : CHAPTERS TWO AND THREE They descend a wide carving stairwell that follows a natural cave that has been widened in places; pipes run everywhere, a kind of mechanized expression of flowing water. They step down onto a large metal balcony where we find, at last, the bottom of the rabbit hole Zion. Envisioned by the Wachowski Brothers as one epic film that would be presented to audiences as two chapters of the three-piece story arc that began with The Matrix, The Matrix Reloaded and The Matrix Revolutions were shot over a grueling 270-day production schedule. Principle photography began in Oakland, California in March 2001 and wrapped that location in June. After a brief summer hiatus, production recommenced in September in Sydney, Australia, where the entire Matrix production was filmed in 1998. Reloaded and Revolutions were shot primarily at the Fox Studios in Sydney until production wrapped in August of 2002. In Australia alone, the two films created over 3,500 jobs, employing 80 full-time actors and hundreds of extras. It was a massive operation, says producer Joel Silver. We had

close to one thousand people on the payroll full-time. One of the first artists employed to work on the Matrix trilogy was Geof Darrow, whose illustrations for comic books like the gleefully maniacal Hard Boiled were a source of great inspiration for the brothers as they conceptualized their post-apocalyptic universe. For The Matrix, Darrow created painstakingly-drawn, almost torturously intricate designs for the films mechanized beings and sets. The artist designed the scavenged, jury-rigged look of the Nebuchadnezzars interior and the various models of robot that slither, skitter and fly through the desert of the real. He also brought to life the nightmarish fields where humans are grown and cultivated, and the sinister Power Plant towers where they live out their lives in pods. Darrow helped develop the look and aesthetic for The Matrix Reloaded and The Matrix Revolutions along with production designer Owen Paterson and a team of conceptual and storyboard artists. To bring the Reloaded and Revolutions design concepts to life, the art department employed over 400 people at any given moment under the aegis of Owen Paterson. In contrast to the 30 sets he and his team designed for The Matrix, Paterson was responsible for creating a total of almost 150 sets for the two films, constructing approximately 70 sets for each. That really is a huge amount of sets to build, particularly given the limited number of stages we had, Paterson discloses. Some of the sets werent used for more than a couple of days. It was an enormous logistical effort for Hugh Bateup and a team of art directors and construction people who made this possible a real exercise in getting one set finished, shot, broken down and out of the stage to make way for the next. The process of creating the set for the awe-inspiring Freeway Chase paralleled the sequence in scale. Rather than close down an existing freeway for seven weeks of shooting, the filmmakers built their own mile-and-a-half-long freeway complete with a 19-foot high wall and two overpasses on a runway at the Alameda Naval Base. It was a massive undertaking, says Paterson of the set. For the walls, art director Mark Mansbridge and construction coordinator Butch West brought in truckloads of lumber and plywood and plastered them to look like concrete. Then they had to be weatherproofed and nailed together. We probably had 100 people working on the freeway walls alone. The freeway set was good value for Warner Bros., notes art director Hugh Bateup. At a cost of only $4.19 per square foot, its probably one of the biggest sets ever built, so we said to them, the more we build the cheaper it becomes. We were saving money all the time. When the production left Alameda, the freeway set was pulled apart, leaving behind a mile and a halfs worth of pristine timber and plywood; rather than scrapping it, U.S. location manager Peter Novak arranged for the lumber to be sent to Mexico, where it was used in the construction of 100 low-income family homes. The California Film Commission recognized Novaks thoughtful resourcefulness, presenting him with a Humanitarian Award at their 7th Annual California On Location Awards. Alameda was also home to another of the films sprawling sets, the Zion Temple, a natural-looking cave structure that was large enough to hold 2,000 extras. Zion is the absolute opposite of the Matrix, Paterson explains. This is no high tech space; its located near the center of the Earth. Its rather reminiscent of the early 20th century industrial design, very decrepit but still practical. Zion consists of various levels, the uppermost being a landing base at which the hovercraft dock. The dock area looks like a large domed cistern fitted with aircraft carrier-sized landing platforms, walkways, ammo bunkers and elevators, Paterson describes. Its very old and suffering from lack of materials repair, so we had to give it that rusty, aged look. Below the docking area is the Zion military command zone, from which a series of elevators and walkways lead down to the foundation of the city. At the top is what Larry and Andy and Geof called the Brain: a tangle of pipes, vents, fans, and the Zion council chambers, says Paterson. Running from the Brain down to the bottom of the city is a huge vertical elevator core, also drawn by Geof, which looks like its supported by an industrial DNA chain.

From the elevator core, he continues, walkways lead to the homes of Zion where 250,000 people live in little tenements with walkways going round and round, layer after layer. This echoes back to the tenement where the Burly Brawl between Neo and Smith takes place that ones square and rectangular, surrounded by faceless buildings where people live. And when you go down to the center of the earth in Zion, the tenements are all round, but theyre still these faceless buildings. Patersons team brought a sense of old, decaying architecture to the real-world Sewer Set, an enormous tunnel made of pipes. Its a threatened place with very intricate dressing that creates the feeling of a thousand years of rack and ruin, Paterson notes. But it somehow celebrates the human will to live life to the fullest and celebrate hope. Patersons department often had to build two or three versions of the same set to depict it in various stages of destruction. Many of the sets, such as the Merovingians Chateau, needed to be capable of withstanding a good deal of action. There was a vast amount of interactivity between the sets and the effects, says the designer. We had lots of breakaway and collapsing set pieces; lots of shapes crashing through sets; people being blown into walls; a lot of bullet effects we needed things to explode very safely around people, and the sets had to accommodate that. Patersons department also fashioned hundreds of rubber weapons for the films numerous fight sequences. They were all quite complicated shapes that we molded and painted, he says, and we had to keep churning them out, because every time someone would pick up a sword theyd smash it. The art department also crafted a number Sentinels, but only the dead ones, Paterson reveals. The live ones that fly around are all visual effects. The prop department built the first Sentinel from VFX computer files; this physical Sentinel was then cast, duplicated and painted. All the finish textures are based on this physical model. A similar thing happened with the APU [Armored Personal Unit, a piece of sophisticated machinery used by the Zion army to defend against marauding Sentinels]. A physical prop was constructed from VFX files and Geof Darrows concepts, then we created all the other APUs based on this reality. There was a great deal of collaboration between departments. Everyone did a great job. Paterson also worked closely with costume designer Kym Barrett to ensure that their color palettes worked in sync. Basically the Matrix has a slight green hue and the real world has a blue hue, he says. This worked very well for both costumes and set, with the sets underscoring the costumes, the color of which often complemented the sets. I feel it all worked very well. The entire production design flows from the minds of Larry and Andy, Paterson attests. To take something from being a written word, to a drawing on a piece of paper, to something thats physically built is a wonderful thing. I am proud that my very talented team and I could work with them and be part of the process. HEMP & LATEX: OUTFITTING THE REAL WORLD AND THE MATRIX Morpheus emerges from a long brick corridor, his sunglasses floating in the darkness like alligator eyes. Costume designer Kym Barrett designed literally thousands of costumes for The Matrix Reloaded and The Matrix Revolutions, evolving the trilogys wardrobe to suit the characters growth while maintaining continuity between the three films. Neo and Trinity each take a long journey in the first movie, and become different people, observes Barrett, who gave birth twice during the course of production. Neo is no longer concerned with whether or not hes the One, and Trinity is certain of her love for Neo and her belief in him. We tried to reflect their new confidence in what they wear. Barretts wardrobe for Morpheus needed to reflect his growing leadership role in the rebellion against the Machines. Everyone looks grungier in the real world than they do in the Matrix, but Morpheus always maintains poise, Barrett notes. He draws strength from

his conviction that Neo is the One and will end the war, and that confidence radiates in the way he wears his clothes, whether hes on the Nebudchadnezzar, in Zion or in the Matrix. Kym is a creative genius, Laurence Fishburne attests. Its the little things she does. For instance, the shoes she chose for Morpheus theyre such cool shoes. I loved those shoes! They made the character. All the shoes worn by the principle actors, including Morpheus faux purple alligator boots, were designed by Barrett and handmade by Andre No. 1. Multiple pairs were crafted for each character to outfit the actor plus his or her stunt performers. Fishburne, who says the Wachowskis describe the rebels clothing inside the Matrix as representative of armor, believes Morpheus sunglasses play a key role in his expression of the charismatic leader. In order to convey Morpheus vulnerability at a crucial point during the Freeway Chase, Fishburne chose not to wear the sunglasses. When things get really hairy inside the Matrix, when Morpheus isnt sure whether or not hes going to get out, then they come off, Fishburne says. Hes got to fight with whats inside him as opposed to whats on the outside. As she did for The Matrix, Barrett had to create multiple versions of each characters wardrobe to accommodate the demands of various scenes: duplicate clothing made with stretchier material allowed for better movement in the fighting and action sequences, and other sets of wardrobe specifically accommodated wire harnesses. Costumes for Hugo Weaving and his Agent Smith stunt doubles numbered in the hundreds. But the single biggest challenge for Barrett and the Matrix wardrobe department was costuming the citizens of Zion including the elaborate Temple sequence. It was a mammoth undertaking, Barrett admits. We had over 1,000 extras to dress and all their clothes had to be very rusty, very simple but refined, in keeping with Zion. To make the task even more challenging, the costumers couldnt use any store-bought clothing or synthetic material. Zion is the center of the Earth and life is sustained in part by all this steam-driven machinery, so its very hot, Barrett explains. We imagined that they grow things by hydroponics because that process relies on water and heat. So we had to create clothing that couldve been made from hemp, made from natural fibers, vegetable fibers. We researched ancient China and Mongolia and looked at a lot of the mummies that were buried in really beautifully woven natural fibers, before the advent of silks. We found shapes and textures that we thought were delicate and beautiful, but raw. And we tried to stay along that vein in our wardrobe for Zion. For the overall look of Zions citizenry, Barrett chose a palette of light colors to contrast with the dark world in which they live. She explains: Zion is a city under siege, so the clothes made by and for the people who live there emphasize function over fashion. At the same time, they take pride in their history and their craftsmanship, and their wardrobe reflects the true utilitarian spirit of the community. Barrett also had to impart a sense of Zions structured military presence. As she sees it, Theyre under serious time constraints and under a tremendous amount of pressure, so you can feel this kind of mercenary element developing in the army. So, in the wardrobe, theres evidence of a structured ranking system, but its kind of fallen a little bit by the wayside, because there are bigger issues to deal with. Barrett went in a completely different direction in designing for the sinister inhabitants of the Matrix. Inspired by her research into iconoclastic images of evil and fairytale characters, she tried to capture a hard core fantasy feeling in wardrobe for characters like the sharply affluent Merovingian and his mesmerizing wife Persephone. I see the Merovingian and Persephone as the king and queen of hell, enthuses Barrett. Snow White inspired their evil-in-rubber look. Kym did an amazing job with my costume it just is Persephone, says Monica Bellucci, who plays the woman described in the screenplay as sex and death squeezed into a womans business suit made of latex. Whenever I put it on, I became her immediately.

Barrett sees the Merovingians cadre of bodyguards as the faces of evil. Their costumes had to be really tight, and stretch well, so that you could see their definition as they move in the air. We used period shapes to give the clothes an old world-modern mix and a lot of stretchy animal print to make them almost appear sexy. Of all the Merovingians henchmen, Barrett most enjoyed creating wardrobe for the Twins, identical albino shape-shifting fiends. Larry and Andy described the Twins as ethereal, so we gave the their costumes a modern twist on the ghostly