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Episode Studies by Clayton Barr

The Matrix Reloaded The Matrix Reloaded
Written and directed by the Wachowskis
May 15, 2003


Agent Smith returns with the ability to replicate himself and a desire for revenge against Neo; meanwhile, Neo revisits the Oracle and Zion prepares for the machine attack.


Read the summary of the film at the Matrix Wiki


Characters appearing or mentioned in this film


security guards


Agent Thompson




The Oracle












Commander Jason Lock

Agent Smith


Agent Johnson

Agent Jackson

Captain Mifune

Lock's lieutenant (unnamed)


Councilor Hamann

the Council

Jacob (mentioned only)

Link's niece and nephew (unnamed)



Dozer (mentioned only, deceased)

Tank (mentioned only, deceased)


Spoon Boy (mentioned only)


the Keymaker

Rama Kandra

the Merovingian

Maitre d'


the Twins



Officer Wirtz



Vigilant operator (dies in this movie)

Axel (dies in this movie)









Didja Notice?


    Trinity wields a pair of Micro-Uzis as she drops from a high-rise window in the dream sequence at the beginning of the movie, a sequence which comes true later on. She was not carrying the weapons when she began her assault on the building though, so where did she get them?

    Agent Thompson, who pursues her, is using the trademark Desert Eagle Mark XIX pistol carried by Agents.


The operator who has replaced Tank aboard the Nebuchadnezzar is Link, who is married to Tank's sister, Zee. Tank was still very much alive at the end of The Matrix, though injured by an electrical bolt from a lightning gun wielded by the traitorous Cypher in that film. Link previously appeared in "Wrong Number".


Niobe's ship, the Logos, receives the information sent by the Osiris about the amassed sentinels tunneling into the Earth to mount an attack against Zion. The story of the Osiris' mission was told in "Final Flight of the Osiris".


During the meeting, Wurm holds a Stevens 67 sawed-off shotgun.


The car driven by Agent Smith at 7:33 on the DVD is a 1999 Audi A8 Quattro.


During the meeting of ship's captains, Ballard tells Morpheus he'll go along with his disobedient plan just to see what Deadbolt does to him (Morpheus) when they get back to Zion. "Deadbolt" appears to be a nickname that's been given to Commander Lock, as Sparks refers to the commander by the name as well later in the movie. Possibly, the nickname is intended as a play on the commander's last name of Lock.


Agent Smith's "gift" to Neo of his Agent's earpiece signifies that Smith is no longer an Agent, he is an independent entity.


Some Agents (such as Agents Thompson, Johnson, and Jackson) have been given upgrades in their programming to make them even more difficult to fight than regular agents. Neo is still able to hold his own against them fairly easily, but they are much more difficult to destroy. Why havne't all Agents been given this upgrade?


At 10:27 on the DVD, the top of the street light is imprinted with "Darrow Industries". This is a fictitious company named for conceptual designer on the Matrix films, Geof Darrow.


At 11:00 on the DVD, the car Trinity is driving is a 1963 Lincoln Continental.


After his brawl with the three Agents, Neo flies off and Link tells Morpheus and Trinity that Neo is "doing his Superman thing." Superman, of course, is a flying superhero character appearing in titles published by DC Comics.


At 11:36 on the DVD, Neo flies past buildings of Eon and Disco Systems. There are real world businesses with these names, but the ones seen here are likely fictitious. "Disco Systems" is probably meant as a play on the real world networking technology company Cisco Systems.


The apartment Neo walks into at 11:48 on the DVD is (or was) the apartment of the Oracle in The Matrix.


At 13:24 on the DVD, one of the gears on the Zion gateway mechanism has "Zion Foundry" printed on it.


Some APUs (Armored Personnel Unit) are seen guarding the Zion dock. These piloted, mechanized walkers are seen more fully defending the dock against the machine assault in The Matrix Revolutions.


    When Neo laments the hero-worship of Kid to Trinity, Trinity responds, "You know what they say about the life you save." The complete idiom about the life you save is "The life you save may be your own."

    Kid previously appeared in "Kid's Story", where he woke up to the Matrix on his own, but thinks it was Neo who saved him. Here, Neo tells Kid the same thing he told him "Kid's Story", "You saved yourself."


After the Nebuchadnezzar returns to Zion, when the elevator carrying Neo, Trinity, Link, and Kid reaches Link's level, he drags Kid out with them, leaving Neo and Trinity behind in the car, telling Kid, "Let's go, Kid. These two got things to do." As soon as the doors close, Neo and Trinity drop their bags and begin kissing passionately. It seems Link knew exactly what was on their minds and detoured Kid for them.


At 20:35 on the DVD, one of the Neo-worshippers asks him to watch over her son Jacob on the Gnosis. This is the first mention of that hovership.


During the gathering in the cave under Zion, Morpheus' speech includes the statement that they have been at war with the machines for a century. In actuality, it has been much longer than that because the machines are currently running the 6th iteration of the Matrix.


Despite seemingly being destroyed by Neo at the end of The Matrix, Agent Smith returns here with the power to duplicate himself. His survival and new abilities are not explained other than Smith saying that Neo set him free and that maybe some part of Neo was imprinted onto him.


    One of Agent Smith's duplicates takes possession of Bane's body by uploading into him through a phone connection. In this way, he is able to take over the body in the physical world.

    Bane tries to defend himself with a Walther P99 pistol during Smith's attack, but Smith knocks it out of his hand. 


The apartment doors in Zion have Braille door plates on them (an example is seen when Ballard knocks on Trinity's door at 37:48 on the DVD). Graphics designer Suzanne Buljan says the door plates are meant to indicate something other than numbers, that Zion has its own form of language, its own symbols. According to Buljan, the Braille writing on the props does not actually say anything that makes sense.


In Bane's physical body, Smith cuts himself repeatedly with a knife. It seems he's fascinated with the physical sensation, which he has never experienced before, being solely a virtual being before this.


The gift of a mangled-looking spoon that Kid gives to Neo on behalf of one of the orphans is a reference to the spoon-bending scene in The Matrix with Neo and an unnamed young boy, a Potential, who has been called Spoon Boy.


An advertising sign for Heineken beer can be seen at 40:48 on the DVD.


After briefly fighting Seraph to prove he is the One, Neo is led to a hallway filled with backdoors. He acts as if this is the first time he's seeing them, but he used backdoors previously in Path of Neo.


    As Neo walks into the courtyard to meet with the Oracle, a sign that says "NO BRAWLING" is seen mounted to a metal pole. Ironically, Neo will soon be engaged in a mega-brawl with dozens of Smiths on that very spot.

    The courtyard is named as Debir Court in The Matrix Online when the Oracle holds a meeting with redpills there.


One of the fence walls around the courtyard has "One" graffittied on it, perhaps an indication that someone knew the One would be there at some point.


The Oracle tells Neo that to reach the Source he will need the Keymaker, being held against his will by the Merovingian. Neo acts as if he has not heard of the Keymaker before, but he had already tracked down the Keymaker in his shop in Path of Neo.


During Neo's brawl with the Smiths, at about 57:35 on the DVD, the metal pole Neo is using as a weapon can be seen to bow briefly, revealing it is really made of rubber. This can be seen several times during the fight if you watch closely.


Captain Soren of the Vigilant answers the Council's call to search for the Nebuchadnezzar. The Vigilant is destroyed later in the film, making this the ship's only appearance.


At 1:04:01 on the DVD, a man can briefly be seen being escorted away from the Merovingian's table. This cameo is of Rama Kandra, a program later seen in The Matrix Revolutions.


When Morpheus, Neo, and Trinity visit Club Hel, the Merovingian is drinking Château Haut-Brion 1959. Château Haut-Brion is a high-end French wine.


The Merovingian likely takes his name from the dynasty of French rulers from 5th through 8th centuries. He also appears to be wearing his tie with a Merovingian-style tie-knot.


The pistol Trinity pulls on Persephone is a Beretta 92FS Compact. She uses it for real against the Twins a bit later.


At 1:13:33 on the DVD, Cain and Abel are watching the 1960 movie The Brides of Dracula.


Volumes of Encyclopedia Britannica can be seen on the shelves in the Merovingian's chateau. At 1:14:21 on the DVD, Persephone pulls on a copy of the book Die Welt als Wille und Vorstellung (The World as Will and Representation), an 1844 book by German philosopher Arthur Schopenhauer. Next to that book, another of his, Parerga and Paralipomena (Appendices and Omissions, 1851) is seen. A third book with the same type of binding may also be one of Schopenhauer's, but I've been unable to make out the title.


Persephone kills Abel with a COP 357 Derringer. It's loaded with silver bullets because Cain and Abel are vampires from an earlier version of the Matrix.


The Merovingian tells Neo that his predecessors had much more respect. He is referring to previous versions of the One in earlier iterations of the Matrix.


The Twins have phantom powers.


The Merovingian's henchmen use various guns in the initial assault on Neo: Uzi, M1928 Thompson, Colt RO635 9mm SMG, Heckler & Koch MP5K, Heckler & Koch MP5A3, and Heckler & Koch G36K with AG36 Grenade Launcher.


At 1:18:04 on the DVD, Neo is able to use telekinetic-like powers to make a pair of sais fly off their wall mounts and into his hands.


At 1:21:16 on the DVD, Morpheus stops to grab a katana sword from a suit of samurai armor posed in the hallway to defend against the Twins as he and Trinity pursue the Keymaker.


Morpheus pulls a Glock 18C pistol on the Twins in the garage. He continues to use it during the freeway chase.


Morpheus, Trinity, and the Keymaker flee the Merovingian's chateau in a 2003 Cadillac CTS.


The cell phones used by most resistance members inside the Matrix in this movie was a different model than those used in The Matrix. These were props made for the film, but Samsung also made a real world version to tie into the promotion of the film, a model SPH-N270.


At 1:23:48 on the DVD, one of the Twins loads and fires a Heckler & Koch UMP-45 submachine gun at our heroes' car.


At 1:24:03 on the DVD, the Fox Theater at 1807 Telegraph Ave, Oakland, CA is seen during the car chase. However, Trinity only turns onto Telegraph Avenue a few seconds later!


The SUV the twins use during the freeway chase is a 2002 Cadillac Escalade.


The car the twins smash into with the SUV at 1:24:10 on the DVD is a 1992 BMW 750iL. They hit the BMW with such impact that the rear end is ripped off, yet their SUV is apparently completely undamaged in later shots!


At 1:24:40 on the DVD, an advertising billboard has the face of a cow on it and a picture of a raw slab of meat, with simply the word "Steak!" printed on it. This may have been a play on the "Beef. It's What's for Dinner" advertising slogan used by the beef industry in the U.S.



The cop cars seen during the chase are 2000 Chevrolet Impalas and 1995 Chevrolet Caprices.


    The car chase turns onto a freeway called the 101. Most of the freeway scenes were shot on a specially-constructed strip of roadway built for the shoot in Alameda, CA. There is an actual 101 freeway running from Los Angeles, California to Tumwater, Washington, which passes near Alameda, but the street names seen on the freeway signs don't seem to match actual roads in that area.

    An exit for Paterson Pass and Highway 303 is seen at 1:29:19 on the DVD. Paterson Pass is probably named for the film's production designer Owen Paterson.

    The highway numbers 101 and 303 were also seen as room numbers in The Matrix. Neo lived in apartment 101 and the Zion operatives had a hardline entrance/exit to the Matrix in room 303 of the Heart O' The City Hotel.

    During the course of the freeway chase, the same freeway signs recur several times in the background despite the fact that the action is moving forward one way along the roadway.


At 1:25:13 on the DVD, a sign with the slogan "55 AND STAY ALIVE" is seen on a building alongside the freeway. The slogan "Drive 55 and stay alive" is sometimes used in 55 mph zones in the U.S.


The tunnel the car chase proceeds through at 1:25:25 on the DVD is actually the Webster Tube which runs under the Oakland estuary of San Francisco Bay and links Oakland and Alameda.


The twins and the Agents refer to the Keymaker simply as the exile (an exiled program).


A 2000 Chevrolet Tahoe flips over at 1:26:14 on the DVD. At 1:26:38, another car flips that I haven't been able to identify.


Several cars are flipped over or otherwise crashed during the freeway chase, so shouldn't the traffic on the freeway come to a screeching halt, preventing uninvolved cars from being present as the chase continues? Also, the police don't behave as real police officers would, even before Agents take over their bodies. Real police would be concerned with public safety ahead of chasing Trinity's car and driving the wrong way on the freeway in pursuit, etc.


At 1:27:00 on the DVD, the semi-truck driving next to Trinity and Morpheus has the logo for the See company on its door. This appears to be a fictitious business. The trailer itself has "Big Endian Eggs" on the side. This is a reference to the classic 1726 novel Gulliver's Travels by Jonathan Swift, where the island nations of Lilliput and Blefuscu are divided in many trivially sectarian ways, such as which end of a hard-boiled egg to peel away first, the big end (Big-Endians) or the little end (Little-Endians).


Despite all the bullets that strike Trinity's car, the only window that breaks through the entire chase is the rear one.


At 1:27:44 on the DVD, a Snap-on tools truck drives on the overpass in the background.


The car Agent Johnson jumps onto before landing on Trinity and Morpheus' car at 1:27:44 on the DVD is one I've been unable to identify.


    The truck hauling the motorcycles that Trinity makes use of to get away with the Keymaker is a Freightliner FLA. The motorcycle Trinity steals is a Ducati 996.

    The motorcycles are strapped onto the tractor-trailer so they won't fall off, yet Trinity does not unstrap the one she steals before driving off on it! 


After Morpheus slashes the tire of the Twins' SUV with his katana, at 1:30:12 on the DVD one of the guardrails on the bridge has suddenly disappeared, just so that the camera-view can get a clear shot of Morpheus as the SUV sails past him! guardrail gone


At 1:31:36 on the DVD, a Gidim Trucking tractor-trailer is seen. A few minutes later, Agent Johnson takes over the driver and totals the vehicle. Gidim is a fictitious company.


At 1:33:05 on the DVD, Morpheus stands in the gap on two tractor-trailers sides. The company names on the trailers are Longpath and Metropolitan. These are fictitious companies.


At 1:33:30 on the DVD, one of the police squad units is referred to as 1-Adam-12 over the police radio. This is an homage to the 1968-1975 police procedural TV series Adam-12, where the starring squad unit had the designation 1-Adam-12.


At 1:34:20 on the DVD, what appears to be a nuclear power generating plant is seen off to the side of the freeway. Presumably, this is the same nuclear power plant the Zion operatives are tasked with shutting down later in the film.


The car Niobe drives in the Freeway chase is a 1967 Pontiac Firebird. In Enter the Matrix, the car is seen to have license plate JJ522.


The watch Niobe is seen to wear at 1:45:04 on the DVD appears to be a prop specially-made for the movie.


The motorcycle Trinity rides to the rescue during the city power outage sequence is an MV Agusta F4. This same bike was seen in Neo's dream of Trinity's seeming-death at the beginning of the film.


As Trinity jumps the motorcycle from the top of the parking structure to the backup power building, another building in the background has a lighted Metro sign on top. There are a number of real world companies by that name, but the one seen here is likely meant to be fictitious.


When Smith shows up in the hallway of backdoors, Morpheus pulls a Walther P99 pistol on him.


At 1:48:07 on the DVD, we see that the password Trinity used to gain access to the power station's computer systems was Z1ON0101.


The pen held by the Architect appears to be a Lamy Swift rollerball.


    During Neo's chat with the Architect, the video displays in the room depict various moments of Neo's life from childhood to now. A number of the scenes are shots from The Matrix.

    Other elements seen on the displays are of world figures such as Adolf Hitler, Israeli Prime Minister Ariel Sharon, Iraqi President Saddam Hussein, U.S. President George W. Bush, and U.S. Defense Secretary Donald Rumsfeld. With the exception of Hitler, all of these figures were still in their positions of power at the time the movie was filmed.


As Neo flies out of the city with the injured Trinity in tow at 2:00:12 on the DVD, a building with a lighted Renaissance sign on it is seen, possibly the hotel chain. At 2:00:18, an AAPT building is seen.


When the Nebuchadnezzar is destroyed, Morpheus watches his ship burn, saying, "I have dreamed a dream...but now that dream has gone from me." This is a Biblical quote in the Book of Daniel, spoken by the ancient king Nebuchadnezzar.


The hovercraft that picks up Neo, Trinity, and Morpheus is referred to as the Hammer by them, but is really called the Mjolnir. "Mjolnir" was the name of the hammer of the Norse god of thunder, Thor, hence the nickname used by the Zionists here.


The song that plays as the end credits begin rolling is "Calm Like a Bomb" (2000) by Rage Against the Machine. The song that follows it is "Sleeping Awake" (2003) by P.O.D., written for the film. The third song is "When the World Ends (Oakenfold Remix)" (2001) by Dave Matthews Band.


Memorable Dialog


the thinking of a machine.mp3

he's doing his Superman thing.mp3

you saved yourself.mp3

not everyone believes what you believe.mp3

if it were up to me.mp3

Smith will suffice.mp3

nobody cares how it works as long as it works.mp3

these machines are keeping us alive.mp3

good point.mp3

there is a reason.mp3

vampires, werewolves, or aliens.mp3

you've made a believer out of me.mp3

me, me, me.mp3

bad for us.mp3

you always told me to stay off the freeway.mp3

just follow the sirens.mp3

tomorrow we may all be dead.mp3

hope that we don't meet again.mp3 


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