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"What if I am right? What if the prophecy is true? What if tomorrow the war could be over? Isn't that worth fighting for? Isn't that worth dying for?"
Morpheus

The second film in The Matrix franchise, The Matrix Reloaded delves into the history of the Matrix itself. The war between the machines and the human resistance begins to heat up as Neo and his allies search for a series of wayward programs that can lead them to the source code of the Matrix (and, hopefully, bring the war to an end). As Neo learns the true history of the Matrix, he starts to doubt himself — and the plan to save humanity. The effort to stop the machines grows harder when Agent Smith returns as an anomaly, working on his own terms (and with new, virus-like abilities).

Reloaded has far more action than its predecessor (which only really got busy in the third act) and has more of an epic feel to it, thanks in part to a larger budget and in-depth World Building. According to The Wachowskis, it had a more deconstructionist approach.

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The Matrix Reloaded provides examples of:

  • Aesoptinum: Neo gets a visit to the machines that keep Zion alive, suggesting that the machines and humans might need each other more than they think.
  • Aloof Dark-Haired Girl: Persephone.
  • Always Save the Girl: Addressed in the climax.
  • Answers to the Name of God: The former trope namer.
    Bane: Oh, God!
    Smith: "Smith" will suffice.
  • Apologetic Attacker: An example where the person being attacked isn't a villain occurs when Seraph apologizes to Neo before attacking.
  • Arms and Armor Theme Naming: The crew aboard the Mjolnir all have names that have to do with guns: Roland, Maggie (could refer to Magnum or Magazine), AK, Colt, and Mauser. Mjolnir itself, of course, is named after the weapon of Thor from Norse Mythology, and its English translation Hammer is also related to firearms.
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  • Astonishingly Appropriate Interruption: "I just thought I should say oh shit, look out behind you!"
  • Audible Sharpness: Plenty of examples: the Twins' straight razors, Morpheus' katana, the ENTIRE fight between Neo and the Merovingian's goons.
  • Badass Biker: Trinity when she steals a motorcycle during the highway chase scene to escape through the opposite lane.
  • Beard of Evil:
    • At the end, Neo and his Evil Counterpart are lying unconscious. How do we know that Bane is evil? Well, aside from the fact that we saw him get possessed by the Big Bad and the rumours that he sabotaged his teammates, the most compelling piece of evidence of his evil is probably the facial hair. Or the "duh duh DUUUHH?!" music that plays when the camera pans over to him.
    • The Architect sports a natty full beard.
  • Big Damn Heroes: Neo coming to save Morpheus and the Keymaker at the end of the freeway sequence, i.e.: the longest action sequence in the whole trilogy.
  • Big "YES!": Link when Neo rescues Morpheus and the Keymaker from the truck collision.
  • Bottomless Magazines: Two notable aversions during the freeway chase. First, the UMP-wielding Twin runs out of ammo and decides to try the more up-close-and-personal method of getting the Keymaker. Later, Agent Thompson is very clearly shown having to reload his Desert Eagle.
  • Calling Your Bathroom Breaks: The Merovingian, exemplifying his Sophisticated as Hell nature and, as he notes, another example of causality.
  • Can't You Read the Sign?: A "No Brawling" sign is briefly visible in the background during the Burly Brawl sequence.
  • Captain Obvious: Link when Neo gets transported to a different location in the Matrix when trying to escape the Merovingian's stronghold:
    [Neo opens door to find he's in a mountain range and calls Link for his location]
    Link: You're not gonna believe this, you're all the way up in the mountains.
    Neo: Really?
  • Cluster F-Bomb: The Merovingian's speech is epic: "Nom de dieu de putain de bordel de merde de saloperie de connard d’enculé de ta mère." An extremely rough translation for this is "Goddamn shit-fucking, filthy assholed motherfucker."
  • Chekhov's Gun:
    • One of the Agents referred to Neo as the anomaly, which the Architect explains it all to Neo.
    • The Merovingian spoke of Neo's predecessors twice, which is expanded upon by the Architect at the end.
  • Creepy Twins: The Twins, with their white clothes, deathly pale skin and hair, and (of course) that thing about phasing through matter while looking monstrous.
  • Curb-Stomp Battle:
    • Neo deals these out like candy due to having become a Physical God in the Matrix. There's exactly one scene in the entire movie where someone manages to deal him an injury, and it's so insignificant it doesn't slow him down at all. During the finale it's revealed that his abilities even transcend the Matrix into the real world, when he curb-stomps five Sentinels without any weapon.
    • Morpheus versus Agent Johnson, which highlights that Agents are still to be feared by the other redpills. Morpheus literally barely does scratch damage to the Agent before getting disarmed and almost killed.
  • Cut the Juice: In order to bypass security measures at the door to the Source, the group decides to shut off the power ... by blowing up an entire nuclear power plant. Even then, there is a contingency system which has to be shut off simultaneously from an entirely different place.
  • Darkest Hour: A quarter million Sentinels are digging straight for Zion.
  • Deconstruction: After the previous movie sets Neo up as a straightforward case of The Chosen One, here the entire prophecy turns out to be Resistance as Planned.
  • Destroy the Product Placement: There are noteworthy collisions of trucks and cars provided by General Motors. At least the trucks had other names on them.
  • Digital Head Swap: Hugo Weaving's head was digitally overlaid on the bodies of the stunt double "Agent Smiths" in the Burly Brawl sequence.
  • Disturbed Doves: A flock of crows takes off from around Smith when he shows up to confront Neo after the Oracle leaves.
  • Dogpile Of Doom: A type A at the end of the Burly Brawl. Neo gets buried under the mob of Smiths, but manages to heave them off with a huge effort. He then resorts to fleeing for the first time since unlocking his full power.
  • Dreaming of Things to Come: The opening scene depicts Trinity on the run from an Agent, and ends with her jumping out of a building, getting shot, and slamming into a moving car ... and then Neo wakes up. Later in the movie, the same exact events actually happen ... whereupon Neo saves her in midair and brings her back to life.
  • Dressed All in Rubber: Trinity's PVC outfit and Persephone's latex dress.
  • Dual Wielding: During the freeway chase, Morpheus uses his katana and a Glock 18 to disable and then Shoot the Fuel Tank of the car the Twins were driving. They survive, but they're out of the chase from then on.
  • Dystopia Is Hard: The Architect has this problem, as he can't really understand the concept of choice. Thus, it required the Oracle's intervention to make the Matrix actually stabilize and function by accounting for choice, although the end result was still noticeably flawed.
  • Elevator Going Down: Played straight. Neo and Trinity are in an elevator along with Link and the Kid; as soon as the latter two leave, the make-out session begins.
  • Escort Mission: The entire car chase/fight scene over the Keymaker.
  • Every Car Is a Pinto: The Twins' SUV and the two semi trucks on the freeway.
  • Everything Sounds Sexier in French: One phrase spoken, that is "like wiping one's ass with silk." When you translate the French that was spoken, the result is a Cluster F-Bomb.
  • Evil vs. Evil: The entire film can ultimately be summed up as a giant free-for-all clusterfuck among bad guys, with the Redpills stuck in the middle of it all. To count, there's the Agents and the Machines in general, the Merovingian and his mooks, and finally Smith making a mess everywhere he goes. It isn't until the third movie when there are finally two clear factions: Smith, and then everyone else.
  • Fan Disservice: Keanu Reeves is a quite handsome man. Carrie-Anne Moss is a really nice-looking lady. But their sex scene comes off as ... aaaaawkward.
  • Fauxreigner: The Merovingian is, of course, a computer program, so he's not really French any more than he's a human being at all, but he seems to enjoy acting like an Affably Evil bohemian French eccentric basically just because it's cool, and of course très sexy.
  • Fetch Quest: Bizarrely, this seems to be the entire plot of this film. Visit this guy, go to this guy to get this guy, get this guy to that thing. ... The Merovingian actually notes this, mocking the heroes for mindlessly following the Oracle's orders; Persephone mocks the Merovingian for calling everything "a game"; the Keymaker fatalistically states that he has no purpose but to expedite the quest; and the Architect mocks Neo for believing he "chose" anything in his life. The "revolutions" of the last movie are when both humans and machines break off the fetching.
  • Foreshadowing
    • The Merovingian mentions Neo's "predecessors" twice, about forty-five minutes before the Architect appears.
    • Persophone mentions that two of the Merovingian's henchmen are from "earlier versions of the Matrix."
    • The Architect tells Neo, uncharacteristically directly, "She [Trinity] is going to die and there is nothing you can do to stop it." Neo proves him wrong minutes later ... but it turns out he's only delaying the inevitable.
    • Five-Second Foreshadowing: Smith, having come Back from the Dead, accosts Neo after he finishes his chat with the Oracle. There's a cut back to control on the Nebuchadnezzar, where Link notes "he's not reading like an Agent." Smith proceeds to tell Neo he's no longer an Agent in about so many words.
  • Forgot About His Powers: The Reset Button used to bring Neo back down from the Reality Warper he was at the end of the first film cause this. At the end of the first film, he could transcend the rules of the Matrix and do virtually whatever he wants, to the point that he can tear Agents apart by their very code. In this film, due to "upgrades," he must fight the Agents hand to hand again. He also never attempts to warp reality in any way beyond what we've already seen him do: stop bullets and fly.
  • French Jerk: The Merovingian, appreciation for the French language aside, is a snooty, sleazy, pompous prick who apparently enjoys being able to manipulate people (hence the cake scene) while mocking Morpheus, Neo, and Trinity for following the Oracle's directions. Even Persephone can barely tolerate him.
  • From Bad to Worse: We learn quickly that the Machines are heading for Zion. Smith's return and the Architect's big reveal make things progressively worse.
  • Future Music: There is a rave scene that seems to go on forever.
  • A Glass of Chianti: The Merovingian sips wine while holding court in the restaurant.
  • Grievous Harm with a Body: Neo uses one Smith to scatter the others; even the sound effect suggests bowling pins.
  • Hand Wave:
    • Neo has to fight Agents hand to hand again, despite being the One, because they've been "upgraded."
    • When Neo asks the Architect why they would allow him to crash the Matrix if they need it for power, the Architect replies that there are levels of existence that they're prepared to accept. No other details are provided.
  • Hero of Another Story: Niobe's scenes are limited in this movie but she is one of two main characters in Enter the Matrix, which explores the side events led by Niobe and Ghost.
  • Hood Hopping: An Agent does this to pursue Trinity and the Keymaker.
  • Hot Consort: Persephone for the Merovingian, played by Monica Bellucci.
  • Human Hammer-Throw: During the Burly Brawl. After Neo throws off all the Agent Smiths dogpiling on him, he grabs one of them by the legs, spins around, and throws him into the crowd of Smiths.
  • Informed Ability: The Agents' upgrades Neo mentions at the beginning of their fight. They don't seem to do them any good, to the point where the guys come across as little more than suit-clad punching bags for almost everyone they tangle with.
  • Internal Deconstruction: The film deconstructs Neo's true purpose and hero's journey and is considered a systemic anomaly by the Architect who explains that it was all just another layer of control.
  • Intimidation Demonstration:
    • During the Burly Brawl, Neo hits an Agent Smith with a pole and knocks the concrete off the end, then spins it around to intimidate the other Smiths watching.
    • During the fight in the Merovingian's château, Neo does a brief spin display with the two sai after he pulls them off a wall to him. Also, one of the Merovingian's goons spins his swords around in an intimidating way before attacking Neo with them.
    • During Morpheus' fight with the albino ghost Twins, each of them does some fancy moves with their straight razors before fighting him.
    • During Morpheus' fight with Agent Johnson on top of the truck during the car chase. After pulling the sword out of the side of the truck and slicing through Johnson's tie, Morpheus swings the sword around a few times.
  • I Would Say If I Could Say: Agent Smith describes himself as "A new man, so to speak."
  • Katanas Are Just Better: Neo uses a western broadsword in the fight in the Mansion, but doesn't use it to do anything particularly impressive. Morpheus grabs a katana, however, and uses it to cut through a car.
  • Knife Nut: The Twins initially fight with straight razors.
  • Let's You and Him Fight: Seraph fights Neo on their first meeting, but in that case it's to establish that he really is The One. Given Mr. Smith's ability to Body Surf, this is a sensible precaution.
  • Lighter and Softer: While this film (and its sequel) would not be considered light-hearted by any means, the first film has a dark, bleak mood that the sequels almost completely abandoned for the most part. YMMV on the violence being harder or tamer.
  • Little "No": Neo utters one when the Architect reveals that Trinity, whom he had asked to stay in the real world, jacked in and put herself in danger in the name of saving him.
  • Lone Survivor: At the end of the film, the Mjolnir's picked up a lone survivor of an attempted ambush on the Sentinels that went horribly wrong. It's Bane.
  • Long Song, Short Scene: Rob Dougan's "Furious Angels" is played for a short burst during a fight scene.
  • Magpies as Portents: Agent Smith's arrival is heralded by a flock of crows. This is done because in older, superstitious cultures, crows or other corvids (e.g., magpies) showing up was considered to be a sign that something bad was on the way.
  • Makes Us Even: At the end of the first film, Trinity saved Neo's life by giving him a How Dare You Die on Me! speech. In Reloaded, after she's mortally wounded, he returns the favor. Afterwards:
    Trinity: I guess this makes us even.
  • Mêlée à Trois: The freeway chase becomes a three-way fight over the Keymaker between the heroes, the Twins and the Agents.
  • Menacing Hand Shot: After Smith overwrites Bane, we first seem him cutting his hand, but when Neo and the others walk by, he steps out from where he's been hiding and starts to follow them, the camera cutting to the knife in his hand a couple of times as he prepares to attack.
  • Morton's Fork: The Architect presents Neo with this. If he goes straight to the Source, he and all but 23 humans he chooses to rebuild Zion to resume the cycle will die. If he goes back to the Matrix at large, he can't restart the Matrix's code to keep it operating, killing him and every human connected to it and leaving Zion's people to die in the Final Battle with the Machines. The Architect presents the first choice as self-evidently the Lesser of Two Evils, and when Neo defies him, he responds dismissively.
    Architect: Hope. It is the quintessential human delusion, simultaneously the source of your greatest strength and your greatest weakness.
  • Mr. Exposition:
    • The Keymaker when explaining about the bomb-trapped building that houses the door to the Architect — and how to break into it.
    • The Architect fills this role in his speeches to Neo, telling him about the entire history of the Matrix and why Neo is an essential part of it.
  • Ms. Fanservice: Persephone in both this film and Revolutions; here she's wearing a tight, slightly translucent white dress.
  • Mundane Solution: During the freeway chase, when Agent Johnson jumps onto Morpheus and Trinity's car and dodges Morpheus' attempts to shoot him, Trinity simply brakes the car, causing the Agent to fall off.
  • My Significance Sense Is Tingling: When Smith approaches the building housing the meeting, Neo immediately senses something troubling and leaves to investigate.
  • The Needs of the Many/All-Loving Hero: Invoked by the Machines in the backstory. Previous Ones were created to feel broad love for humanity at large, which would make them go straight to the Source just before the iteration of Zion they knew was destroyed. Neo, however, feels more strongly about Trinity than about humanity.
  • Never Bring A Knife To A Fistfight: In a stab at Katanas Are Just Better, Morpheus tries to fight an unarmed Agent Johnson with a sword. He barely manages to nick Johnson's cheek and cut off his tie before the sword gets snapped, and Morpheus gets punted off the back of the moving truck. That's still better than how Morpheus was faring when fighting with only his fists.
  • Nice Job Fixing It, Villain!: Neo and Morpheus are heading to the door too early, unaware that the team that was supposed to cut the power failed in their mission. Then Smith and his clones show up and attack them, which delays them just long enough for Trinity to head in and shut it down.
  • Non Sequitur Environment: The Merovingian's chateau has perfectly innocuous-looking portal doors connecting the his home with other locations across the Matrix. As such, it's a bit of a surprise when Neo tries to follow the Merovingian back through doors that previously led to an urban restaurant, only to find himself suddenly up in the mountains. Happens a second time when the Keymaker escapes via a door leading into a carpark back in the city; once again, Neo tries to follow, only to get the same result as last time when one of the Twins slams the door in his face... so he gives up and just flies back.
  • Not in Front of the Kid: When Link arrives home after being away for weeks (ready for some sexy-time with Zee), he yells "Where's my puss—" before noticing his visiting nephews and hastily changing to G-rated conversation.
  • Not in This for Your Revolution: Persephone doesn't betray the Merovingian out of any sort of idealism or even interest in Neo's mission; she's just "[...] so sick of his bullshit."
  • Off Bridge, onto Vehicle: Morpheus orders Trinity to get the Keymaker to safety, and she does so by jumping with him off the bridge and landing on a truck carrying motorcycles.
  • Oh, Crap!:
    • Bane is introduced fleeing from an encounter with Smith with another redpill, remarking that he's "never seen an Agent move that fast".
    • After Trinity finishes her work at the power plant, she returns to the elevator to leave only for it to open and reveal Agent Thompson. Trinity's look is understated, but it's clear she knows she's screwed.
  • Once More, with Clarity!: The opening begins with Trinity attacking a place, before being attacked by an Agent and apparently dying. It's not until the climax that the whys and wherefores are given (it's the only way to get Neo, Morpheus and the Keymaker where they're going. Another crew was supposed to handle it, but they all got killed).
  • One Myth to Explain Them All:
    • The Oracle tells Neo that things of the supernatural are actually rogue programs.
      The Oracle: Every story you've ever heard about vampires, werewolves, or aliens is the system assimilating some program that's doing something they're not supposed to be doing.
    • Later, Persephone uses a derringer-type gun loaded with Silver Bullets to kill one of the Merovingian's lackeys, and the Twins take on a monstrous appearance when they use their phasing ability.
  • Only the Chosen May Wield: It's a matter of this trope combined with Only the Worthy May Pass. Neo and friends follow The Prophecy of the Oracle to end the Man/Machine war by way of a stack of living and non-living Plot Coupons and Plot Devices that must be first discovered or destroyed, culminating with a minor character dying, passing on a key for Neo to open a door to the source of the Machines. It was all for nearly nothing, as all the protagonist's work is yet another way for the Machines to keep control. Despite that, Neo figures out another option in time.
  • Person as Verb: Neo was "doing his Superman thang."
  • Pop the Tires: While the Agents are pursuing Trinity and Morpheus on the freeway, an Agent shoots out the left rear tire on Trinity's car, which eventually forces her to stop.
  • Portal Door: The Keymaker's ability. If something needs unlocked, opened, or otherwise activated, he can produce the key.
  • Power-Strain Blackout: At the conclusion, in the real world, Neo and the crew of the Nebuchadnezzar escapes a bomb that destroys their ship, only to find themselves about to be ripped apart by Sentinels. However, Neo can now sense and communicate with real-world machinery. He hacks the five Sentinels, causing them to short out and deactivate. The process causes Neo to fall unconscious and stay in a coma to the end of the movie.
  • Psychic Surgery: When Neo saves Trinity by restarting her heart ... by hand!
  • Race Against the Clock: The protagonists try to fulfill the prophecy to end the war before the Sentinels get to Zion. They succeed, only to learn that the prophecy was a lie.
  • Reality Has No Subtitles: The Merovingian does this in French twice: the Cluster F-Bomb he drops after saying that French is his favorite language and while cursing Persephone for betraying him.
  • Recruited from the Gutter: The Kid wants to serve on the Nebuchadnezzar with Neo (who helped him escape from the Matrix), which he'll soon be old enough to do. However, Neo defies the trope:
    Neo: I told you, Kid, you found me, I didn't find you.
    Kid: I know, but you got me out! You saved me!
    Neo: You saved yourself.
  • Remembered I Could Fly: Neo fights dozens of copies of Agent Smith in a long, drawn-out fight scene before realizing he can't win and escapes by flying away.
  • Reset Button: The first film ended with Neo "seeing the code" and transcending all rules of the Matrix. He's able to outfight Smith effortlessly, using only one hand and without even looking, before he dispenses with fighting altogether and simply tears Smith's code apart. But it wouldn't be very fun if Neo could just effortlessly curb-stomp every Agent he comes across for the next two films. When Neo encounters Agents in this film, he finds that they've been "upgraded," forcing him to fight them in conventional hand-to-hand combat. Furthermore, Neo's other abilities to alter the code of the Matrix are limited to only what we've already seen him do in the first film: stop bullets and fly. So instead of the Reality Warper he's implied to be in the previous film, he's just a superhero.
  • Resistance as Planned: The Architect, who explains to Neo how the perfect system he had originally devised was rejected by the humans. Instead, he created a system which purposefully introduced anomalies to fight the system in order to make it work better. In addition, these rejects would knowingly be allowed to leave the Matrix and fight it from the outside (in Zion), where they would be destroyed every once in a while.
  • Resurrection Revenge: Agent Smith lampshades the trope during his monologue, when he confronts Neo. He tells Neo that his death freed him from the restrictions of the Matrix, and ... that he was there to repay him for trying to deny him the purpose of his existence, by returning the favor.
  • Rousing Speech: Morpheus delivers one to the whole of Zion directly before the infamous rave scene commences.
  • Secret Test: Seraph, the Oracle's bodyguard, attacks Neo to test his combat abilities and make sure that he is the One. He only tells Neo why he did it after he ends the fight.
  • Self-Harm: The first time we see Bane after he's been overwritten by Smith, he's using a knife to cut his palm.
  • Sequel Non-Entity: The absence of Tank is explained away by Zee saying she had lost two brothers to the Nebuchadnezzar, implying that Tank had been killed, probably from the injuries he sustained in the first film.
  • Sesquipedalian Loquaciousness: Almost all the Architect's dialogue, like it was run through a thesaurus to find the longest synonyms for every noun and then given the most convoluted expression of every concept. He's explicitly doing it deliberately, and mentions Neo worked out what he was actually saying (and that he'd used it to avoid a direct question) much faster than his predecessors.
  • Shoot the Hostage Taker: While fighting one of the Twins, Trinity is captured and held while being threatened with a straight razor. The Twin orders Morpheus to Put Down Your Sword and Step Away. Morpheus shoots him in the head, which forces him to desolidify long enough for Trinity to escape.
  • Shout-Out:
    • During the freeway chase scene, the following police radio chatter can be heard: "One Adam-12, please respond."
    • There are also some shot for shot remakes of the scene in Dragon Ball Z when Vegeta is chasing Android 18 on the freeway.
    • Seraph's line "You do not truly know someone, until you fight them" sounds similar to the line "How much do you know about yourself if you've never been in a fight?" from the movie Fight Club.
  • Silver Bullet: Persephone carries them, and is happy to demonstrate.
  • Single-Minded Twins: The Twins, probably justified seeing as how they are computer programs. The Agents had previously been established to communicate similarly, suggesting it may be a possibility for certain programs.
    Twin #1: We are getting aggravated.
    Twin #2: Yes, we are.
  • Skeleton Key: The Keymaker is a living embodiment of this trope.
  • Slow Electricity: After the power station is destroyed (and later when Trinity turns off the power again), the blackout spreads slowly through the affected area.
  • So Last Season: The "upgrades" to the Agents force Neo to fight them in hand-to-hand combat rather than just casually destroying them as he did to Smith at the end of the first film.
  • Sorry That I'm Dying: After Trinity is mortally wounded by a bullet through the heart, Neo removes the bullet. Trinity says "I'm sorry" and dies. She gets better.
  • Spare a Messenger: After Persephone kills one of the two programs guarding the Keymaker, she spares the other one and tells him to go tell the Merovingian what she has done. She does this so the Merovingian will show up and she can tell him to his face why she did it.
  • Spy Catsuit: Invoked with Trinity's skintight black latex bodysuit.
  • Stepping-Stone Sword: Morpheus uses a sword stuck into the side of a truck as a perch and jumps back up to the top of the truck from it.
  • The Stinger: After the credits, there is a trailer for The Matrix Revolutions.
  • Stock Footage: From Baraka used during the Architect scene.
  • Sword Pointing: Morpheus does it to Agent Johnson with a samurai sword while fighting him on the top of the truck.
  • Talking Is a Free Action: Compared to the first film, Reloaded has TONS of dialogue.
  • Telephone Polearm: During the Burly Brawl with the hundred Smiths, Neo tears a signpost out of the ground and uses it as a staff.
  • That Makes Me Feel Angry: The Twins, during their highway pursuit.
    Twin 1: We are getting aggravated.
    Twin 2: Yes, we are.
  • Unfolding Plan Montage: Shown as the three hovercraft crews plan to take down a power station so that Neo can reach the source.
  • Unnaturally Looping Location: 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.
  • Untouchable Until Tagged: The Smiths dogpile Neo.
  • The Vamp: Persephone.
  • Watching Troy Burn: Morpheus with the Nebuchadnezzar.
  • Wham Shot:
    • The newly resurrected Smith remarks on Neo's fight with the upgraded agents, to another Smith.
    • Smith overriding Bane, just before he returns to the real world.
  • When the Clock Strikes Twelve: The bomb placed in the power plant is set to go off at midnight.
  • "You!" Exclamation: Played with.
    Agent: You!
    Smith: Yes, me. [stab] Me, me, me.
    New Smith: Me too.
  • You Have Outlived Your Usefulness: Any program who does this is meant to be deleted, since they can pose a threat to the stability of the Matrix. The Agents who get involved in the freeway chase go after the Keymaker specifically because of this.
    Keymaker: We do only what we're meant to do.
    Agent: Then you are meant for one more thing: Deletion.
  • Zerg Rush: The Burly Brawl eventually turns into at least a hundred Smiths dogpiling Neo because he can take on a few dozen with no problem.

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