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1!All spoilers for ''Film/TheMatrix'' and ''Film/TheMatrixReloaded'' will be left unmarked. Administrivia/YouHaveBeenWarned!
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3[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/20_69.jpg]]
4[[caption-width-right:350:''"Everything that has a beginning, has an end."'']]
5->''"One way or another, Neo, this war is going to end. Tonight, the future of both worlds will be in your hands… or in his."''
6-->-- '''The Oracle'''
7
8''The Matrix Revolutions'' is the second sequel to ''Film/TheMatrix'' and the third film in the {{Cyberpunk}} franchise [[Franchise/TheMatrix of the same name]], written and directed by Creator/TheWachowskis and released on November 5, 2003 a few months after its predecessor, ''Film/TheMatrixReloaded''. Both ''Reloaded'' and ''Revolutions'' were filmed [[MovieMultipack back-to-back]].
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10[[ImmediateSequel Following up directly after the previous film]], the machines have reached humanity's real-world stronghold of Zion and begun their implacable assault, and while Zion is preparing for war, the chances of their survival are slim. Meanwhile, Neo (Creator/KeanuReeves) attempts to defeat Agent Smith (Creator/HugoWeaving), who has now all but taken over the Matrix, and end the war between humans and machines altogether.
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12The film also stars Creator/LaurenceFishburne as Morpheus, Creator/CarrieAnneMoss as Trinity and Creator/JadaPinkettSmith as Niobe.
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14For a time, this film served as a GrandFinale for the ''Matrix'' film franchise... until a [[TrilogyCreep fourth film]], ''Film/TheMatrixResurrections'', was greenlit and eventually released in 2021.
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16!!''The Matrix Revolutions'' contains examples of:
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18[[foldercontrol]]
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20[[folder:#-L]]
21* ActionFilmQuietDramaScene: Several between Neo and Trinity. The most notable is when she comes to tell him that she's going with him no matter what; they take a moment to share their fears, and then simply hold each other tight before the fight begins.
22* AllThereInTheManual: Similarly to ''Reloaded'', some narrative elments of the film make more sense after playing ''Enter the Matrix'' (specifically Niobe's meeting with the Oracle, why the ''Mjolnir'' has lost communication with the ''Logos'' and Niobe, the in-universe explanation for the Oracle's recasting, and the Trainman's first appearance). Access to ''The Animatrix'' (specifically "The Second Renaissance") also benefits the narrative (such as the concept of the Machine City 01 being established there).
23* AloofDarkHairedGirl: Persephone.
24* AmmunitionBackpack: A variation on this with the Zion defenders' APU mecha suits, which would chamber ammunition ("knuckle-up") by lifting the guns behind them and magnetically attaching the chains. The ammo itself was contained in crates that slotted into the back of the suit and had to be loaded in by support personnel.
25* AndThenWhat: Part of the trigger for Agent Smith's SanitySlippage in his final confrontation with Neo is being unable to answer this question [[spoiler: even with the Oracle's sight.]]
26* AnyoneCanDie: A few named characters get killed off in this film, such as Captain Mifune, [[spoiler:Trinity, and Neo.]]
27* TheArtifact: Morpheus' arc was over the in the previous film and as a result, does very little except assist Niobe.
28* AssimilationBackfire: Agent Smith assimilates the Oracle, which backfires because, as she explained to Neo, "We can't see past the choices we don't understand." Smith could see that Neo would die, [[EvilCannotComprehendGood but not the reason he sacrificed himself]]. At the end, [[spoiler:Neo's assimilation gives Smith a direct link back to the machines, allowing them to activate the Prime Program in Neo, which resets the Matrix and purges the rogue AI]].
29* BackToBackBadasses:
30** A version of this occurs with Seraph, Trinity, and Morpheus going through the Merovingian's club toward his table, back to back, all three with a gun in each hand. They didn't actually do any fighting, but no one tried to stop them.
31** This also happens with fighting, in the "reality" of the movie, during the battle at the docking bay. After many Sentinels managed to break through the barrage of machine gun fire, the APU users were forced to stop their barrage fire and defend themselves in all directions, with three of them going back to back on each other covering 120° in front of them (covering 360° this way). The scene also involved a dramatic camera movement showing them from above being surrounded by enemies.
32* BattleInTheRain: Neo and Smith in the end of the movie.
33* BittersweetEnding: Zion has been saved, but the world is still ruined, the dock has been devastated by the [[ZergRush thousands of Sentinels and the drill that bored through earlier]], [[spoiler:Captain Mifune was eventually overwhelmed and killed by the Sentinels, Trinity still died even after Neo tried to save her once before, thus proving the Architect's and Persephone's warnings true, Agent Smith has left Neo's physical body blinded, and Neo dies through sacrifice, leaving the rest of his allies to wonder what happened to him]]. Worse, the Architect lives on to continue his AffablyEvil existence, though [[spoiler:the Oracle]] survives to combat him and ensure the era of peace between man and machine will last.
34* BlindSeer: [[spoiler:Neo, quite literally.]] Lampshaded by Bane/Smith.
35* BloodierAndGorier: The violence is a lot more brutal in this one since they also show the horrors of war in it as well.
36* BondVillainStupidity: Bane holds a blade to Trinity's neck and holds her hostage to force Neo to put down the plasma rifle he has and walk away from it. Instead of slitting her throat and making a dive for the rifle, Bane pushes Trinity down the hatch into the power room and ''then'' makes a dive for the rifle. Trinity then flips a circuit breaker and cuts power to the room above, giving Neo a chance to fight back before Bane can shoot him. The only justification is that Smith has a tight grasp on the VillainBall and wants to savor Trinity's death in his own time, but that doesn't excuse his idiocy.
37* BottomlessMagazines: The lobby shootout scene (the ones with bad guys on the ceiling), in which no character ever reloads or throws away guns, and in the subway chase when The Trainman fires at least 11 rounds from his 6-shot revolver, without reloading (or being shown to, anyway).
38* BreakThemByTalking: Smith certainly tries this during the final battle, but it quickly becomes a sign of his own VillainousBreakdown. Neo ends up refuting his entire nihilistic spiel with just four words.
39* BrokenPedestal: In the wake of the revelations of ''Reloaded'' (and knowing now he was an UnwittingPawn this entire time), Morpheus (and to a lesser extent Trinity) is understandably ''not'' particularly happy to see the Oracle again during their sole scene together.
40** Played with when Neo has his final conversation with her. While Neo's likewise not happy about the deception either, he also has to swallow his anger because he still needs her. There are still questions from the confrontation with the Architect and his stint in Mobil Avenue -- questions that ironically ''only'' the Oracle can answer.
41* BringIt: After Smith's first rant about how "the purpose of life is to end", Neo just stands up and does his classic "bring it" gesture.
42* CallBack:
43** In the first movie, Smith noted that "Thomas Anderson" helped his landlady carry out her garbage. Neo offers to carry Rama Kandra's luggage for him, as he's looking for a convenient excuse to get on the train with them.
44** After Smith's defeat, the Matrix resetting itself causes a black cat to disappear and reappear. Déjà vu.
45** Also yet ''another'' from the first movie. During his duel with Smith in the train station, he's pummeled until he spews BloodFromTheMouth, at which point his HeroicSecondWind kicks in, allowing him an upper hand against Smith (if only temporarily). Guess what happens in ''this'' movie.
46* CensoredChildDeath: While [[TheVirus Smith]] assimilates Sati, her assimilation is not seen or heard.
47* TheChessmaster: [[spoiler: After the setup and foreshadowing of the previous two films, it's revealed the entire Trilogy is, at its core, essentially one giant chess match between the Oracle and the Architect (with the former ultimately successfully ending the Matrix cycle and bringing about a peace between the Machines and Humanity).]]
48* ContinuityNod: The Machine City is 01 from ''The Animatrix''. Aerial shots during the ''Logos'' crash show that despite the passage of half a millennia, it still has the basic underlying architectural layout that was previously established during "The Second Renaissance".
49* ContinuityOverlap: In addition to picking up immediately following ''Reloaded'', ''Revolutions'' also begins immediately following the ending of ''Enter the Marix''. The film even opens with Roland and the ''Mjolnir'' trying to locate the now-missing ''Logos'' (which was downed by their own EMP at the end of the game).
50* CreatureHunterOrganization: Captian Mifune's [[MiniMecha Armored Personnel Unit]] equipped squadron, capable of dual-wielding guns big enough to take down the Sentinels, is the main line of defense due to being specially equipped to fight Sentinels.
51* CrucifiedHeroShot: Neo, of course, when [[spoiler: he is overwritten by Smith and the machines delete Smith through his body]].
52* CueTheSun: At the end, the Oracle and Sati are sitting on a bench in a green park under a stunning sunrise which was made by Sati ("for Neo").
53* DeusExMachina: A rather [[LampshadeHanging self-aware]] use of the trope is used to resolve the plot at the end. [[spoiler:Neo proposes a plan to end the war by traveling to Zero One to offer his help in killing Agent Smith in exchange for peace. The god-like supercomputer who rules the machines -- who has never been mentioned before this point -- agrees, and forces the Sentinels to break off their attack just as they're about to destroy Zion. The supercomputer's name [[AllThereInTheScript (according to the end credits)]]? "Deus ex Machina" -- a literal and figurative "God from the Machine".]]
54* DisabilitySuperpower: Near the end [[spoiler:Neo is blinded by Bane, a human who has been taken over by Neo's rival Agent Smith. However he still manages to overpower and kill him due to his powers as [[TheChosenOne the One]]: he can see data and machinery as glowing yellow light. This appears to also include humans who have been possessed by programs. It also happens only in the real world; while in the Matrix, Neo's residual self-image still has normal eyes and vision]].
55* DramaticGunCock: Trinity does this, even though she's already in the middle of a MexicanStandoff.
56* DuelToTheDeath: Neo and Smith at the end of the movie.
57* EagerRookie: The Kid is only 16 years old but joins the Corps to fight the Machines. Captain Mifune tells him he can't serve because the minimum age is 18, but relents when the Kid points out that the Machines won't care how old he is, they'll kill him whether he fights them or not.
58* EatMe: Done twice. [[spoiler:The Oracle and Neo both let Smith assimilate them in order to destroy him.]]
59* EnemyMine: [[spoiler:Smith conquered the Matrix and threatened to take down the Machine City as well, forcing Neo and the Machines to work together to stop him. The Machines established an implicit cease-fire with the rest of the Human forces during this unrest, then stopped all operations against the rebel humans after Smith was beaten.]]
60* EpicMovie: The film goes this route, complete with a journey into [[{{Mordor}} the Machine City]] and a messianic ascension. The chief tune on the soundtrack is titled [[{{Gotterdammerung}} "Neodammerung"]].
61* EvilCannotComprehendGood: "Why, Mister Anderson, why, '''why do you persist?!'''"
62* EvilLaugh: Agent Smith after absorbing [[spoiler:the Oracle]], [[FauxSymbolism representing the randomness he gains]].
63* ExplainExplainOhCrap: After Bane's murder of Maggie's discovered, Roland's crew sweeps the ''Mjolnir'' and finds no trace of him. Roland and Morpheus correctly conclude he must be aboard the ''Logos''...and grimly realize there's ''nothing'' they can do to help Trinity or Neo. When Link protests and wonders why they can't go back and warn them, Morpheus explains why it's too dangerous: if Bane's killed them, then he'll control the ''Logos'' EMP. Going back will only risk the ''Mjolnir'' and its own EMP (which is their only chance at turning the tide of the impending siege of Zion).
64* EyeScream: The fight between Neo and Smith-possessed Bane. When the plasma rifle goes awry and cuts a power cable, [[spoiler:Smith jams it into Neo's face, effectively ''melting his eyes.'']]
65* FailedASpotCheck:
66** [[spoiler:While everyone agrees something's off with "Bane", Morpheus (and then later Trinity and Neo initially) don't notice that his vocal cadences are a dead ringer for Agent Smith's. Justified, as they're distracted by the countdown to the siege of Zion (and also the very idea of an Agent making the jump into the Real World by assimilating someone's self-image is an idea that nobody in the Resistance could've anticipated.]]
67** This is the fatal mistake [[spoiler:Smith makes in the climax. Despite having assimilated the entire Matrix, Smith didn't realize that Neo was jacked in and broadcasting directly from the Machine City (rather than from a Zion ship as Smith probably expected). So when he assimilates Neo, Smith unwittingly gives the Machines (or more precisely, the Source) a direct means of purging him and his corruption from the system.]]
68* FallenAngel: His name is Seraph. Everyone he encounters knows who he is. And if they want to fight - well, too bad for them. The Trainman's response to his request for help was "No one can help ''you''." And The Merovingian referred to him (in French) as "the angel without his wings."
69* FantasticRacism: Hinted at with a throwaway line from Captain Mifune. Apparently, some humans born in Zion have a rather low opinion of "pod-born" humans who grew up in the Matrix, often stereotyping them as weak and unreliable.
70* FauxAffablyEvil: Smith pretends to be nice to Sati when he meets her, which just makes him look like more of a jerk.
71* FinalBattle: The film concludes with Neo, now acting on behalf of the Machines to salvage the Matrix, entering the Smith-overrun Matrix to challenge and defeat Smith with the agreement that Zion will be spared if he can triumph.
72* FirstTimeInTheSun: Trinity gets a nice eyeful of sunshine [[spoiler:shortly before she dies]].
73* ForbiddenZone: The Machine City. According to Roland, and despite a century of warfare, no human vessel's ever gotten within a 100 kilometers of 01. It's a suicide mission, which is why he refuses to allow Neo to journey there with the ''Mjolnir''.
74* FreezeFrameBonus:
75** When Smith and Neo crash into the city streets during the final showdown, the building (which in real life is the Radisson Blu Plaza Hotel in Sydney) destroyed by their touchdown is the same one near where Neo made his final call at the end of the first film. In fact, if you look closely before the crash, you can even spot the Telephone Booth Neo used.
76** If you looks closely at the bench that the Oracle sits on at the film's end, there's a little sign. What does it say? ''"[[spoiler:In memory of Thomas Anderson]]."''
77* FromNobodyToNightmare: A variation with Smith. While he ''was'' an Agent in the original film, he was also one of many such programs policing the Matrix (to say nothing of one of countless sentient programs inside the system). However, thanks to the sequels, the Trilogy's climax now sees Smith becoming a nihilistic and apocalyptic-level threat that will take the Machines ''and'' Zion down with him if not stopped.
78* GaiasLament: Subverted at the end, as the Machine City appears hideous by human aesthetic standards, but is teeming with (mechanical) life. After all, the Machines weren't the ones who destroyed the Earth...
79* GracefulLandingClumsyLanding: During the final battle, Neo and Smith [[CrossCounter punch each other simultaneously, sending them both flying backwards]]. Neo, being the more graceful of the two manages to land on his feet while Smith lands on his back much to his visible chagrin.
80* GrandFinale: For the original ''Matrix'' trilogy.
81* GrandTheftMe: Poor Bane. While everybody else that Agent Smith copies himself over is restored after Smith is finally beaten, Bane gets decapitated.
82* GroinAttack: Neo to Bane just before knocking his head off.
83* TheHeroDies: [[spoiler:Both Neo and Trinity.]]
84* HeroicBSOD: Downplayed, but Morpheus is more or less in one for much of the film. While he's obviously not catatonic and ''is'' functional, he's also a shell of his former self. His drive and confidence have been seriously damaged by the revelations of ''Reloaded'' and the truth behind the Prophecy of the One.
85* HeroicSacrifice: [[spoiler:Neo does this in order to finally stop Smith, allowing Smith to assimilate him so the machines can then use him to reset the Matrix and purge Smith from the system.]]
86* HitStop: Neo punching Smith in the face provides the page image.
87* HollywoodTactics: Much virtual ink has been spilled complaining about the machines' [[ZergRush strategy]] when invading Zion.
88-->'''Binary:''' That would mean there's a quarter of a million sentinels up there.\
89'''Ajax:''' It can't be.\
90'''Morpheus:''' Why not? A sentinel for every man, woman or child in Zion. That sounds ''exactly'' like the thinking of a machine to me.
91* HomeFieldAdvantage: The Trainman is much more powerful than normal in the underground subway area he controls, even more powerful than the One.
92-->'''Trainman:''' You don't get it. I built this place. Down here, I make the rules. Down here, ''I'' make the threats. ''[punches Neo into a wall]'' Down here, [[AGodAmI I'm God]].
93* IdiotBall: Bane is onboard the ''Hammer''. He is possessed by Smith and is acting suspiciously. The crew (correctly) suspect that he is responsible for an EMP blast that led to the deaths of several other rebels. Instead of restraining him or having extra security in the room with him, Captain Roland leaves him alone with a woman half his size. Bane kills her and escapes aboard the ''Logos'' where he almost kills Neo and Trinity.
94* IgnoredEpiphany: When Smith is about to finish Neo off he remembers that he had a vision which looked just like the situation he's currently in, and briefly considers that he might be getting played. However, Smith lets his hatred of Neo override his doubt and [[spoiler:assimilates him anyway]].
95* ImmediateSequel: Adding to the TwoPartTrilogy vibe.
96* InformedAbility: The Architect in the previous movie states that the Machines have gotten "very efficient" at exterminating Zion. Let's just say that the Machine tactics are a model of [[HollywoodTactics over-the-top showy inefficiency]].
97* InstantAwesomeJustAddMecha: Why are there [[MiniMecha APU's]] defending the dock? [[RuleOfCool Because they look frekkin]] badass obviously!
98* InverseDialogueDeathRule: [[spoiler: Trinity]] takes '''for-goddamn-ever''' to die while giving a long speech to [[spoiler: Neo about all the things she wished she had said ''last'' time she died]] - which had been an aversion of the trope.
99* KillTheLights: As the Agent Smiths invade the Oracle's building, the lights go out in the hallways.
100* KudzuPlot: Compare the number of characters and plot points introduced in ''Reloaded'' to those resolved or even followed up on in ''Revolutions''.
101* KungFuSonicBoom: During the final fight, thanks to the force that Smith and Neo hit each other with.
102* LastKiss: [[spoiler:Trinity asks Neo to kiss her just before her death.]]
103* LastStand: The Battle of Zion essentially amounts to this, with special mention to Cpt. Mifune's. The scene is even titled "Mifune's Last Stand".
104* LittleNo: Neo says it after realizing that Bane is in fact Smith.
105* LockedOutOfTheLoop: Downplayed, but if you pay attention, you'll realize that the ''Nebuchadnezzar'' survivors don't actually bring the ''Mjolnir'' and ''Logos'' characters up to speed on the revelations of ''Reloaded''. The other characters know ''something'' went wrong with the Prophecy and the One, but not the ''why'' or ''how''. Considering revealing the truth would've meant revealing the entire Matrix was one unending cycle, it's understandable.
106* LongLastingLastWords: It wasn't intended this way, but a lot of people took [[spoiler:the death of Trinity]] this way, because [[spoiler:her]] FinalSpeech just went on and on and ''on'' and on...
107[[/folder]]
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109[[folder:M-Z]]
110* MassOhCrap: As soon as the ''Hammer'' crashes into the dock, every single Sentinel attacking Zion breaks off and hurtles its way up the entry shaft, desperately trying to [[OutrunTheFireball escape the range of its EMP blast]]. Not one of them makes it.
111* MeaningfulName: Rama is another name for Hindu god Vishnu, Kandra means "slayer of death", and Kamala is a word for the lotus flower. Together they made a daughter program named for [[NamesToRunAwayFromReallyFast the traditional live burning of widows on their husband's pyre]] that was deemed useless and marked for deletion.
112* TheMeaningOfLife: Near the end, Agent Smith lectures Neo.
113-->'''Agent Smith:''' Can you feel it Mr. Anderson? Closing in on you. Oh, I can. I really should thank you for it, after all, it was your life that taught me the purpose of all life. The purpose of life... [[StrawNihilist is to end]].
114* MeatSackRobot: In this last film of the trilogy the Ex-Agent Smith, a malicious program that formerly served the Matrix, [[WetwareBody took possession]] of one of Neo's fellow members of the Human resistance in an attempt to kill him in the real world. This trope applies in that the human has a technological implant, from which Smith (a thoroughly non-biological entity) was able to use to manifest himself in the real world via a human host.
115* MechanicalLifeforms: TheReveal at the end of the film that the machines have adapted to normal life on the (destroyed by humans) surface.
116* MeteorMove: How Smith weakens Neo enough to defeat him.
117* MexicanStandoff: In a memorable moment, Morpheus, Seraph, and [[ViolentlyProtectiveGirlfriend Trinity]] confront the Merovingian at his nightclub to secure freedom for a limbo-ridden Neo. There were easily at least 20 people involved. When the Merovingian demands "the eyes of the Oracle" in return, Trinity decides she doesn't have time for this shit and points a gun at his head. Merovingian calls off the standoff with no bloodshed after he realizes that the trio aren't going to back down.
118* {{Mordor}}: The Machine City. Neo must make a seemingly-hopeless [[WalkIntoMordor journey]] there at the climax of the film.
119* MoreDakka: The humans attempt this when the machines break into Zion. It doesn't work too well for them unfortunately, largely because the machines simply [[ZergRush swarm them with their sheer numbers]].
120* MsFanservice: Persephone, who now wears a red dress that accentuates her ample cleavage.
121* NeckSnap: Morpheus sneaks up behind a {{Mook}} guarding an elevator outside the Merovingian's night club, wraps his arms around the mook's neck and breaks it.
122* NeverMyFault: Lock tears into Morpheus and the others for detonating the ''Mjolnir'' EMP and serving up the Dock to inevitable Sentinel reinforcements. However, just a few minutes earlier, Lock had made a similar observation to his Lieutenant and his subordinate countered that they'd ''already'' lost the Dock. Much as it hurt to admit, Lock grimly accepted it ''was'' the only play they had left. Lock's reaction is justified, as seeing Morpheus involved with this stunt (not to mention Niobe standing with him) is only reigniting Lock's hatred of the ''Nebuchadnezzar'' Captain.
123* NiceJobBreakingItHero: When Morpheus and the others return to Zion and activate the EMP inside their ship to disable the Sentinels inside the city, they are at first greeted as heroes. However, Commander Locke realizes that by doing so, they've also disabled any other feeble defenses the humans had left, and since the Machines have [[WeHaveReserves reserve forces]], the second wave comes in completely unopposed. It's only due to Neo's DealWithTheDevil that stops the Sentinels from wiping out the remaining humans.
124* NiceJobFixingItVillain: It is unknown how Neo would have saved the day if Smith hadn't taken over the Matrix, giving him bargaining power with the machines. [[spoiler:He even helps the machines win during the final battle. Since he and Neo were both equally matched, Smith chose to download himself into Neo instead of fighting him forever]]. The symbolism aside (and there's a lot of it), the literal interpretation of what's going on is that [[spoiler:Smith doesn't realize Neo is jacked into the Matrix in the machine city, which means he's just connected himself to the Source, so the machines promptly delete him]].
125* NoodleIncident:
126** Dialogue during Seraph's confrontation with Smith indicates the two Programs had a previous run-in and clash with one another some time before the events of the first film.
127** Early on her time with the Resistance, Niobe piloted mechanical lines.
128* TheNthDoctor: The Oracle is played by a different actress due to Gloria Forster dying before completing her scenes; fortunately Creator/TheWachowskis were already toying with the idea of her changing "skins", with ''VideoGame/EnterTheMatrix'' featuring scenes where the Oracle explains that she allowed other programs to sell the termination codes for her original shell program to the Merovingian to protect their child.
129* AnOfferYouCantRefuse:
130** The Merovingian attempts one with Seraph, Trinity, and Morpheus. Trinity decides to TakeAThirdOption instead.
131** Rare heroic use of the trope when Neo makes one with the Machine City AI, stating that Smith's program has run amok, and neither one of them alone can take him out, or they would have already done so. He suggests they work together in order to defeat Smith, in exchange for the machines stopping their attack on Zion.
132* OffWithHisHead: Neo apparently decapitates Bane-Smith, as Neo's code vision shows his head exploding and vanishing with the strike.
133* OhCrap: Smith [[spoiler:as he's finally overcome]].
134-->'''Agent Smith:''' Oh no no no no no... [[ThisCannotBe No, it's not fair]].
135* OutrunTheFireball: A variation once the ''Mjolnir'' reaches Zion. The attacking Sentinels run like hell back up their invasion tunnels to avoid the imminent EMP detonation. Points for trying, but they all still end up getting fried.
136* OutsideContextProblem: Smith-as-Bane to Neo and the other Zion characters. This is part of the reason why Neo has trouble initially accepting the reveal (to say nothing of the other Zion characters not understanding ''why'' "Bane" has seemingly gone psychotic). The idea of a Matrix Program overwriting someone's self-image and downloading themselves into the Real World is absolutely insane and unprecedented (as Agents have ''never'' displayed this kind of ability). Justified, though, as Smith has now become a virus and thus has access to abilities he ''didn't'' possess as an Agent.
137* PlotCoupon: Subverted when Trinity provokes a Mexican standoff rather than fetch "the eyes of the Oracle" in order to save Neo from the Merovingian.
138* PointDefenseless: Though the battle looks spectacular, Zion's mecha and its central gun tower are almost completely useless against the ZergRush employed by the Sentinels after they breach the human city.
139* PrecisionFStrike:
140-->'''[[spoiler:The Oracle]]:''' You are a bastard.\
141'''Agent Smith:''' [[NotSoDifferentRemark You would know, Mom.]]
142* PreExplosionGlow: Happens to all of the Agents Smith just before they're destroyed.
143* ProductPlacement: There are billboards for Powerade and Samsung during the train station chase with the Trainman, although it makes sense as there are adverts in subway stations. Amusingly, there's also an ad for [[MythologyGag Tastee Wheat]].
144* ProperlyParanoid: [[spoiler: Smith comes ''very'' close to figuring out the Oracle's deception just before he assimilates her. He's ''rightly'' suspicious of why she's chosen to wait for him rather than flee and correctly deduces she must have a purpose. Notice that the Oracle then intentionally asks him about Sati's fate (which she would already know). This interrupts Smith's train of thought, distracting him and preventing him from following his deductions to their logical conclusion until it's too late.]].
145** Happens again in the climax when [[spoiler:Smith unwittingly speaks the Oracle's final message to Neo. He instantly realizes something's ''very'' wrong here. He then retreats from Neo rather than finishing him off. He's outright frightened, correctly concluding this is some kind of trick. But then Neo goads him and Smith just can't stop himself from assimilating his rival despite his suspicions.]]
146* ProphecyTwist: The Prophecy was that The One would reach The Source and end The War. [[spoiler: And it happened - just not the way anyone expected.]]
147* PutDownYourGunAndStepAway: A LampshadeHanging version, where Bane/Smith, holding Trinity as a hostage, explains to Trinity that, while the best thing for Neo would be to just fry them both with his plasma gun, instead he's going to do exactly what the trope prescribes. He then taunts Neo by saying he is bound to Put Down His Gun And Step Away, which he does.
148* RageAgainstTheMentor: Neo and Morpheus at the Oracle's CrypticConversation.
149* RankScalesWithAsskicking: During the battle of Zion, Captain Mifune is the leader of the [[HumongousMecha APU]] unit and his APU is one of the last to go down.
150* RefugeInAudacity: Could arguably be the reason why Neo took so long to realise that Bane was possessed by Smith; he was so used to thinking of Smith as being 'confined' to the Matrix that the idea that Smith might be able to manifest in the real world took a while to fully register as a possibility.
151* RescuedFromTheUnderworld: Neo by Trinity and Morpheus.
152* RoboRomance: Neo comes across a pair of Programs named Rama Kandra and Kamala in Limbo. Despite their artificial nature, they state they love each other and have created a daughter Program they call Sati to raise. Neo is a bit surprised at seeing emotional expressions from an A.I., but Rama Kandra says that "love" is just a concept, not something distinctly human, affirming that the word is used to convey the connection.
153* ScreamingWarrior: Mifune's dialogue once the dock battle actually starts is mostly screaming, except when he yells for a reload.
154* SealedRoomInTheMiddleOfNowhere: In the opening, Neo is trapped in Mobil Avenue (Mobil being an anagram for Limbo), a shiny, empty underground train station literally in the middle of nowhere.
155* SequelHook: In hindsight, [[spoiler:Neo's body being taken in by the machines]] and the Oracle [[spoiler:claiming that she expects Neo to return one day]] seem like pretty clear set-ups for ''Film/TheMatrixResurrections'', which would be made almost two decades later.
156* ShiftingSituationDuel: After Smith succeeds in [[spoiler: assimilating everyone plugged into the Matrix (including the Oracle, becoming equal to Neo in power),]] he and Neo fight on a city street in pouring rain... Then up into the air... Then inside an abandoned building... Then into the sky above the city... And then a pit created by Smith smashing Neo into the ground.
157* ShiningCity: The Machine City from Neo's ({{blind|Seer}}) perspective.
158-->"I wish you could see it... It's like the entire thing was built of light."
159* ShootingTheSwarm: During the battle of Zion, the mechas led by Mifune all concentrate fire on the hole the Machines just opened in the city's celling with the giant drill. While the first swarms of Sentinels get utterly shredded, more and more of them manage to get through the barrage fire and the mechas have to reload, leading to the defenders being rapidly overwhelmed. Mifune keeps shooting (and {{shouting|shooter}}) at the swarms through and through no matter how hopeless the situation is, until they eventually kill him.
160* ShoutingShooter: Mifune, during the dock battle and as he gets overwhelmed with sentinels.
161* SlowElectricity: Inside the Oracle's apartment building, the overhead lights go off, making clunking sounds, as a warning of Agent Smith's approach.
162* SomethingOnlyTheyWouldSay: Smith in Bane's body reveals himself to Neo by calling him "Mr. Anderson" in his usual mocking tone. However, despite hearing this ''three'' times in the span of twenty seconds, Neo thinks Bane is just insane. He figures out the truth just before the fight, when Smith repeats a more recent line "I want what you want." He can't completely accept it until his eyes get burned out, which allows Neo to actually "see" Smith's energy signature.
163* StockFootage: Serpah's very first scene in the film (calling Morpheus from a payphone) is actually reused footage from ''Enter the Matrix''.
164* SymbolicWings: When Neo is plugged into the Machine mainframe, the cables on his back evoke wings. The imagery gets even stronger when the machines begin to purge Smith and the cables start glowing.
165* SynchronizedSwarming: The swarming Sentinels make a hand-like shape. [[spoiler:Later, robots form a face and it talks to Neo.]]
166* TakeAThirdOption: When the Merovingian says he wants the eyes of the Oracle in exchange for Neo, Trinity instead decides to put a gun up to his head, and makes him a counter offer. Either he gives them Neo, or they can all die right here during the MexicanStandoff that ensues. Persephone helps to convince him to take Trinity up on her offer, stating that she's in love and will do anything.
167* ThreatBackfire: The Merovingian's guards affirm that Seraph will get into the club "Over [his] big, dead ass"? Works for Seraph.
168* ThroatLight: Happens briefly to Neo at the end as the machines channel their power through him to destroy the Agents Smith, as well as to the Agent Smith that possessed the Oracle.
169* TrainEscape: The Trainman does this to escape from Seraph, Trinity and Morpheus.
170* UncertifiedExpert: When Captain Mifune is dying and tells the kid that's been assisting him to pilot his mecha, the kid claims he never finished the training for it. Mifune replies that he never did either.
171* TheUnchosenOne: Neo, after he learns [[spoiler:the prophecy was a lie]] and ''still'' continues to fight.
172* UnnaturallyLoopingLocation: Neo finds himself in a subway station. He runs down the tunnel, only to find himself approaching the station from the other way, too soon for the tunnel to be a closed loop.
173* UnnecessaryCombatRoll: Morpheus, Trinity, and Seraph get into a fight with some guys who can bend gravity. Said guys do things like cartwheeling on the ceiling from cover to cover. [[TooDumbToLive They die.]]
174* UnwittingPawn: Neo's final conversation with the Oracle reveals that [[spoiler:the unplugged Smith ironically was just as much a pawn of the Machines during ''Reloaded'' as Neo was. Smith's compulsion to not return to the Source and to instead go rogue are revealed to have actually been a result of the Architect's attempts to counter the systemic imbalance presented by the One's emergence. Had Neo returned to the Source as the Architect intended, Smith would've likely been wiped and reset with the next Matrix cycle. But because Neo ''didn't'', Smith's now tipped the systemic imbalance in his favor and the Machines have no control over him.]]
175* VasquezAlwaysDies: A female character named Charra with a crew-cut, a tank top, and big ol' biceps is introduced right before the battle against the machines to help out Zee, who is trying to hold the line until her husband Link shows up. Guess what happens.
176* VehicleVanish: The Trainman disappears behind a train this way near the beginning of the movie. {{Justified}}, as he's a computer program that runs the virtual train station, giving him nigh-omnipotence.
177* TheVeryDefinitelyFinalDungeon: The Machine City -- a foreboding place of unfeeling, ruthless mechanical beings swirling around massive metal towers connected by huge power lines that glow with harsh blue energy.
178* VillainousBreakdown: Agent Smith suffers from it in the final fight.
179** He starts out cool and collected if slightly cocky, but as the fight against Neo progresses, you can clearly see that Neo's tenacity slowly starts to get to him. At one point, he gives a monologue to Neo about how the things he's fighting for are meaningless, and devolves in composure to the point where he outright ''screams'' at Neo asking him why he persists, [[EvilCannotComprehendGood physically unable to understand why Neo would keep going at this point]]. When Neo gives his answer ("Because I choose to"), Smith pretty much loses it.
180** [[spoiler:When Neo allows himself to be assimilated and then destroys his Smith clone from the inside, Smith, knowing what's about to happen, gives a reaction that seems more akin to a child's temper tantrum than anything.]]
181--->[[spoiler:"Oh, no, no, no. No, it's not fair."]]
182* WalkIntoMordor: Neo and Trinity invade the Machine City.
183* WaterloggedWarzone: The final fight between Neo and Smith takes place during an absolutely torrential downpour in the city; we see the two combatants run through almost a half foot of water when they rush each other.
184* WeHaveReserves: After the Zion shipyard is overrun, dozens of Sentinels sacrifice themselves by transferring all their energy reserves to the giant drilling robot to reactivate it. It's also the core of their strategy in the invasion in general- they have oceans of sentinels to throw at the humans, every one of them as expendable as the one before it.
185* WhamLine: Neo after [[spoiler:being blinded, when Bane-Smith tries to sucker-crush his head with a pipe.]]
186-->'''Neo:''' ''I can see you.''
187* WhateverHappenedToTheMouse: Sparks completely vanishes from the film after the ''Logos'' is brought back online.
188* WhenTheClockStrikesTwelve: Neo incorrectly says that the Architect told him that Zion would be destroyed by midnight.
189* WithinArmsReach: A villainous example. During Neo's fight with Bane (possessed by Smith), Neo almost throttles him before Bane grabs a sparking electric cable and blinds Neo with it.
190* WorldHealingWave: [[spoiler:The outcome of Neo's fight with Smith.]]
191* TheWorldIsJustAwesome: [[spoiler:When Neo and Trinity break through the cloud cover and become the first humans (well, Trinity anyway) in centuries [[FirstTimeInTheSun to see the sky, the sun]], ''[[FirstTimeInTheSun and]]'' [[FirstTimeInTheSun the moon]].]]
192-->'''Trinity:''' Beautiful...
193* WouldHurtAChild: It is heavily implied that Smith assimilated Sati.
194-->'''Agent Smith:''' [[IronicEcho Cookies need love, like everything does.]]\
195'''Oracle:''' [[YouMonster You are a bastard.]]
196* YouWakeUpInARoom: Neo in electronic limbo.
197[[/folder]]
198----
199->'''Seraph:''' Did you always know?\
200'''Oracle:''' Oh, no, no, I didn't, but I believed. I believed.

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