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1* AssPull: [[spoiler:The Machines don't ''actually'' need humans to power themselves--and they're fully prepared to wipe out humanity if the Rebellion becomes too much of a thorn in their side]]. This effectively contradicts the premise of [[Film/TheMatrix the original film]], arrives with zero {{foreshadowing}}, and is never really explained beyond a single (rather vague) line.
2-->'''The Architect:''' [[spoiler:There are levels of survival that we are prepared to accept]].
3* BadassDecay: The new Agents, though still anything but harmless, are much less of a threat than they ones from the [[Film/TheMatrix first film]]. Neo utterly dominates three of them at once during their fight early in the movie, [[spoiler:Smith overwrites]] them without any problems whatsoever, and even Morpheus manages to hold his own for quite a while and without serious injuries instead of getting curbstomped like when he went up against Smith back in the day. Trinity is the only main character to run into some troubles with an Agent, but even then she gives as good as she gets.
4* BaseBreakingCharacter:
5** The Architect was seen by some fans as a perfect description of the creator of the Matrix, while others see him as an underwritten character. While most casual film-goers hated his long-winded SesquipedalianLoquaciousness speech, philosophers and intellectuals found it refreshing to see in a film, and the speech still stands as one of the most literate to grace mainstream cinema.
6** A lot of people find the Merovingian annoying, [[IntendedAudienceReaction which is clearly the intent of the filmmakers]]. Just as many people like him for having some funny moments and a more vibrant personality compared to the main cast.
7** Some find Link to be an interesting character. Others see him as a ReplacementScrappy to Tank.
8* BestKnownForTheFanservice: Some viewers consider the 10 minutes of Creator/MonicaBellucci in a dress apparently painted onto her body to be the movie's only memorable/tolerable part. [[JustHereForGodzilla Others remember the fight scenes]].
9* BetterOnDVD: People who found the Architect's speech hard to follow in the theater naturally had an easier time when it was subtitled for home video.
10* BigLippedAlligatorMoment: The rave scene. Several minutes of highly sexually suggestive dancing intercut with Neo and Trinity having sex. Morpheus gives a speech beforehand as if having a rave is important to the war effort despite being, well, a rave, and there's little build up to it in the story either.
11* ContestedSequel: While its action scenes such as the highway chase are highly praised, it's often debatable how well it holds up to the original film.
12* ContinuityLockOut: The plot is kicked off by something that happens in ''Anime/TheAnimatrix'' short ''Final Flight of the Osiris'', while the Kid's presence makes sense if you've seen ''Kid's Story''. ''VideoGame/EnterTheMatrix'' also sets the film's plot in motion--even though ''Enter the Matrix'' similarly makes very little sense if you play it without having watched ''The Matrix Reloaded''.
13* CreepyAwesome: The Twins.
14* DelusionConclusion: After Neo uses his powers outside the Matrix, some fans began theorizing that the real world was ''also'' a simulation. [[spoiler: Despite being jossed by the sequel in which it was explained that this was actually due to Neo's connection to the Source, this didn't prove very popular with audiences, and the theory is still making the rounds.]]
15* EnsembleDarkhorse:
16** Persephone is well-liked for calling the Merovingian on his bullshit and, well, for being played by [[MsFanservice Monica Bellucci in a low-cut dress]].
17** The CreepyAwesome albino Twins. It helps that they have one of the few memorable action scenes that ''doesn't'' devolve into {{Narm}}.
18** The Keymaker. Hell, he even got to make a cameo in the MTV parody of the film!
19* FetishRetardant: The rave/sex scene. The humans are variously dirty and sweaty as they dance in a highly sexual manner, and we see Neo and Trinity having sex with the plugs on their bodies in full view as they do so. May only appeal to a subset of the population.
20* HilariousInHindsight:
21** The comparison between Neo and Superman become this now that [[WesternAnimation/TheLEGOBatmanMovie Agent Smith is a prisoner in the Phantom Zone]]. Also, Creator/LaurenceFishburne and Creator/HarryLennix were both in the Franchise/DCExtendedUniverse.
22*** The ''Series/{{Smallville}}'' creators must have also thought the Neo and Superman comparisons were appropriate given they had Clark wear [[BadassLongcoat an outfit very similar to Neo's iconic attire]] in season 9. That season's finale even ends with a BattleInTheRain between Clark and his EvilCounterpart just like Neo and Smith's final battle in ''Revolutions''.
23** Had the trilogy come out ten years later, there would be a lot of jokes about Smith singing [[Series/LazyTown "We Are Number One" to his clones.]]
24* ItWasHisSled: The revelations that Smith is a virus and that the Architect is watching Neo isn't worth mentioning anymore.
25* MemeticBadass: Neo. Also Morpheus and The Sentinels.
26* MemeticMutation:
27** "This is the [Nth] time we have [X], and we have become exceedingly efficient at it." The Architect's [[SesquipedalianLoquaciousness oblique speech patterns]] in general are something of a meme, with any reference to the character involving "vis-a-vis", "ergo", and/or "concurrently".
28** The burly brawl of Neo vs. the multiple Smiths became something of a StockShoutOut in "one vs. many" fight scenes. The moment Neo uses a steel pole to horizontally "run" through the Smiths in particular is very often referenced.
29** While Neo stopped the bullets in the previous films, the shot in this film of him doing so is the one that really embedded in pop culture.
30* {{Narm}}:
31** Neo vs. the Smiths teeters between this and NarmCharm. On one hand, the fight scene is largely considered to be genuinely well done. On the other hand, seeing a half-dozen Creator/{{Hugo Weaving}}s getting kicked around, resulting in reinforcements being called in again, and again, and again until there's a crowd of Smiths, can elicit laughter. The Smiths' almost dejected look when Neo flies away adds to it.
32** When the heroes meet the Merovingian, he says "Who has time? But then if we cannot take time, how can we ever have time?" The scene then cuts to the Twins (their first appearance on-screen) with small smirks on their faces and one of them gives a slow nod, as if what their boss just said was a profound nugget of wisdom that blew with their heads. This is made even more funny and random by the obvious drug pipe still smoking on the table between them, making it seem like they're amused by the joke because they're stoned.
33* NightmareFuel: TheReveal that the machines have destroyed Zion repeatedly in the past, and it only exists as a BatmanGambit to bring those who deny the Matrix together, and the machines can periodically get rid of them once their numbers get too great. And if Neo doesn't comply with this cycle, the Matrix will be destroyed too, destroying the ''entire'' human race. When Neo claims they need humans to survive and wouldn't let that happen, the Architect coldly tells him "There are levels of survival we are prepared to accept." This scene turns the franchise on its head -- there was never really a war. Zion and the rebellion only exists because the Machines allow it to, they have the full capacity to wipe it out any time they want, and it's only by their mercy that our species is allowed to exist as a fuel for them, and even then they see us as expendable if we don't get in line.
34* PopularityPolynomial:
35** While the film was well-received by fans and critics during its initial release, and was financially successful enough that it held the title of the highest-grossing R-rated film at the box office at the time, both critical and fan opinion soured after the release of ''[[Film/TheMatrixRevolutions Revolutions]],'' and the general perception of the franchise tanked. Later in TheNewTens and especially with the announcement of ''Film/TheMatrixResurrections'', opinions began to come around on ''Reloaded'', appreciating the film for its heady ideas and subversive narrative in contrast to the simplistic crowd-pleasing reputations of modern blockbusters.
36** Ever since the Wachowskis came out as trans and confirmed that the Matrix is meant to be a parable for the trans experience, there are large sections of the internet which have begun re-evaluating the Matrix sequels on those metrics and finding that the representation and social messages were well ahead of their time. Among other things: it touches on the ideas that [[TheManIsStickingItToTheMan performative rebellion can be co-opted to reinforce unjust power structures]], "freedom" is dictated by the necessity for survival just as much by active oppression, and "liberation" depends just as much on individual freedom of thought as on collective rebellion--all of which became widely discussed topics at the dawn of TheNewTwenties, with the contemporary negative reviews the film received now argued as examples of the post-9/11 backlash against intellectualism.
37* RetroactiveRecognition:
38** Leigh Whannell, who wrote and co-starred in ''Film/SawI'' the following year, is one of the crewmembers of the ''Vigilant'' [[spoiler:who dies in the bridge accident before they can alert the ship of the impending Sentinel bomb attack.]]
39** Also Creator/HaroldPerrineau, who went on to play Michael on ''Series/{{Lost}}''. Guess he has a thing for [[OntologicalMystery ontological mysteries]].
40** For ''Series/MysteryScienceTheater3000'' fans, the agent Morpheus fights on the truck is Daniel Bernhardt, aka "Jean-Claude Gosh Darn" from ''Film/FutureWar''.
41* SignatureScene: The Chateau fight, where Neo takes on six of the Merovingian's mooks singlehandedly. With over 26 million views on Website/YouTube at the time of writing, it is probably one of the most well-known scenes from the franchise, let alone from ''Reloaded''. The kickass music helps, too.
42* SpecialEffectFailure:
43** During the freeway chase, a car flips over in slow-motion and the interior [[http://i.imgur.com/KlABd.jpg stunt-rigging and roll cage are clearly visible]] through the door as it flies open.
44** The Burly Brawl eventually turns completely CG in a very obvious way. DVD and Blu-ray releases of the film made the obviousness much worse.
45** The film has numerous instances where Neo is clearly not in the scene and the entirety of his body is computer-generated. While not necessarily a Special Effects Failure, it doesn't look very convincing, and the fact that the film cuts to slow motion every five seconds only serves to drive the point home. Then again, [[FridgeBrilliance it]] ''[[FridgeBrilliance does]]'' [[FridgeBrilliance take place in a simulation...]]
46* SpoiledByTheFormat: According to the prophecy, the war will end when The One enters the door to the Source. Neo does that with about a half-hour left in the runtime, so first-time viewers are likely to expect things to go sideways. It was also known at the time of release that another movie had been shot back-to-back with this one.
47* TheyWastedAPerfectlyGoodCharacter: Most of the hovercraft captains and crews given how they were KilledOffscreen. They were fairly interesting given their brief screen-time and could have at least warranted a scene of their final battle (although that might have been more than the budget allowed for). It doesn't take much effort to hope that HesJustHiding for some of them.
48* TheyWastedAPerfectlyGoodPlot:
49** Not enough time is given to Smith as Bane, even though it's his first time in the real world and he's become the thing he despises, he's still escaped the Matrix like he told Morpheus he wanted to in the previous film. It would have been interesting to see his reactions to a real body; you can see a little bit when he's staring at his own cut hand.
50** Niobe and Ghost's assault on the Nuclear Power Plant had the potential to top the Lobby Shootout from the first film. Instead, it's a OffscreenMomentOfAwesome that's only seen in the [[ObviousBeta infamously buggy]] tie-in video game ''VideoGame/EnterTheMatrix''.
51** The Merovingian is said by Persephone to have once been "like Neo," and the Merovingian dynasty is the one that the infamous (and disproven) "Holy Grail / Blood Royal" theory says are descendants of Jesus Christ. In tandem with TheReveal that Neo was [[spoiler:not the first "One"]], there was speculation that the Merovingian was [[spoiler:a former "One"]], if not the human himself then a Program created in the human's image, and Persephone was his Trinity. The potential never went anywhere.
52** The Oracle heavily implies that stories of creatures like werewolves and vampires come from old programs with unusual abilities and weaknesses. This seems like it is foreshadowing a major fight with such things, but nothing really comes from it. Once again, this idea was relegated to the video game ''Enter the Matrix'', where Niobe and Ghost fight vampires and werewolves in the Merovingian's mansion.
53** The introduction of the "Exiles" was a huge game-changer for the series, but the filmmakers ultimately did surprisingly little with the concept. To whit: we learn that the Matrix includes a whole underground society of self-aware programs who've grown beyond the Machines' control, and that many of them have their own agenda. With the strong implication that the Exiles have equal reason to hate both the Machines and the Resistance (since the Machines want to delete them, while the Resistance wants to destroy their home), their introduction could have added a whole new dimension to the main conflict, perhaps with the Exiles becoming a third faction in the war. In the end, though, they have almost no lasting effect on the plot; even the Merovingian's only real role is providing a temporary inconvenience for Neo and co. by imprisoning the Keymaker.
54* TheWoobie:
55** Persephone, a beautiful and lonely woman stuck married to, in her own words, a "pompous prick" who treats her like crap and slips away from dinner to cheat on her with a random patron he likes the look of. And it's pretty heavily implied this isn't the first time he's done it.
56** Morpheus when he learns [[spoiler:the prophecy was a lie]]. He doesn't want to accept it, but you can tell from his face that his entire world just came crashing down on him. Things get worse for him soon afterwards, as [[spoiler:he mourns the destruction of his ship]].

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