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Six months after the events of the first movie, Neo wakes from a nightmare where Trinity had been shot by an Agent of the Matrix while falling from a building. Morpheus receives a message from captain Niobe (Jada Pinkett Smith) of the Logos calling an emergency meeting of all Zion's hovercraft fleet. She has successfully recovered the information left by Captain Thadeus (in the Animatrix short film Final Flight of the Osiris, depicted in the video game Enter the Matrix): 250,000 Sentinels are tunneling towards the underground city of Zion and will reach it in 72 hours. Commander Lock, the ranking military officer of Zion, orders all ships and their crews, including Neo, Trinity, Morpheus, and their new operator Link, to return to Zion to prepare for the onslaught of the machines. Morpheus asks a ship to remain behind to contact the Oracle, in defiance of Commander Lock's orders. The Caduceus receives a message from the Oracle, and the Nebuchadnezzar, also in defiance of Lock's order, ventures out to allow Neo to contact her. Meanwhile, one of the Caduceus crew members, Bane, encounters Agent Smith, who takes over Bane's avatar in the world of the Matrix. Smith then leaves the Matrix via the nearby hard line and into Bane's body in physical reality.

After returning to Zion, the crew of the Nebuchadnezzar attend a meeting in Zion's temple, where Morpheus announces the news of the advancing machines to the people; but his positive attitude and stirring speech gives them courage as a dance breaks out. While having sex with Trinity, Neo has the nightmare again. Neo receives a message from the Oracle and the next morning returns to the Matrix, where he meets her and her bodyguard Seraph. Realizing that the Oracle is a part of the Matrix, Neo asks how he can trust her, but is answered that the decision to treat her as ally or enemy is his alone. The Oracle then explains that she is an exiled computer program and instructs Neo to reach the Source of the Matrix by finding the Keymaker, a prisoner in the home of the Frenchman-like program called the Merovingian. The Keymaker, as his name implies, can make keys that can open a series of portals hidden within the Matrix. As the Oracle departs, Agent Smith appears despite his apparent destruction in the first film. Missing his earpiece (which he sent to Neo in a package as a sign of his survival), Smith tells Neo that after being defeated by him he knew that he was supposed to return to the Matrix's Source to be deleted, but refused and now is no longer bound by rules or a duty to remove threats from the Matrix. Following that line of reasoning, he states that he is "apparently free", but then subsequently asserts that because he no longer has a purpose, he is in fact not free. He demonstrates his ability to clone himself using the people of the Matrix as hosts (even assimilating the body of another Agent), prompting a fight between Neo and Smith's clones, who number in the hundreds. Neo flees when he realizes he is hopelessly outnumbered.

Neo, Morpheus, and Trinity visit the Merovingian and ask for the Keymaker; but the Frenchman refuses. His wife, Persephone, tired of her husband's attitude and infidelity, turns against him and leads the trio to the Keymaker, at the cost of a passionate kiss from Neo. Her desire to have her husband know of her treachery becomes apparent when she shoots one of his assistants, and then forces the other to tell the Merovingian what happened. While Neo battles the Merovingian's guards, Morpheus, Trinity, and the Keymaker escape onto a nearby freeway with the ghostly Twins, Agents, and the police in pursuit. Morpheus defeats the Twins and tells Trinity to escape with the Keymaker. Pursued by Agents in a dangerous highway chase, Trinity gives the Keymaker back to Morpheus, who then saves the Keymaker from an Agent with help from Niobe. Both Morpheus and the Keymaker are then retrieved by a flying Neo.

In the story's real world, the remaining ships at Zion prepare for a battle with the machines. At a building, the crews of the Nebuchadnezzar, Vigilant, and Logos help the Keymaker and Neo reach the Source's door. The crew of the Logos must destroy a nearby power plant in order to prevent a destructive security system from being triggered by the Keymaker's keys, and the crew of the Vigilant must destroy the backup power station. The Vigilant's mission goes wrong when a Sentinel throws a bomb at their ship and all their members, including the ones plugged into the Matrix, instantly die. Trinity (who had remained in the Nebuchadnezzar because of Neo's wishes to prevent his vision of her death from coming true), upon seeing this turn of events, decides to destroy the back-up station herself. Although this is a success, her escape is inhibited by an Agent and a duel occurs. Neo, Morpheus, and the Keymaker attempt to reach the source through a hallway of shortcuts to other doors in the Matrix. The 'Smiths' invade and try to kill Neo, Morpheus, and the Keymaker. The Keymaker manages to unlock the door to the source but is shot by the 'Smiths' and dies.
Neo confronts "The Architect", surrounded by expressions of Neo's every thought.

Neo enters the source and meets an anthropomorphic program called the Architect, who is revealed as the creator of the Matrix. The Architect informs Neo that there have been multiple versions of the Matrix, and with it, multiple versions of the One, which is itself a computer anomaly chosen by the Matrix to be used as a means of control. Because humanity rejected the "perfect" Matrix, the world that has come to be accepted is flawed and remains an unbalanced equation. The One is therefore the sum of the remainder of that flaw. The prophecy is that the One must reach the source in order to destroy the Matrix and free humanity: however, the One's actual purpose is to return to the Source, which will reset the Matrix to its prime program. Afterwards, he will be asked to choose 16 females and 7 males to rebuild Zion after the inevitable final battle, which in turn repopulates the city to provide the next round of humans for the "rebellion" and the next iteration of the "Prophecy", a confirmation of Morpheus's statement of the last film in reference to the One who previously freed himself and others. Failure to do so will cause the unresolved Matrix error to spiral out of control, and result in the death of every human attached to the Matrix. Along with the final battle at Zion, this would mean the extinction of the human race. Neo retorts that because the machines need humans in order to survive, they will not allow this; but the Architect replies that without humans, "there are levels of survival we are prepared to accept."

After conversing, the Architect gives Neo a choice of two exits from the room: one door will lead to the rebuilding of Zion, the other door to Trinity's rescue, causing the downfall of humanity. Neo hastens from the building in an attempt to save Trinity, who is shot by an Agent as they fall from a building and is caught by Neo before she hits the ground. Refusing to accept her impending death, Neo removes the bullet lodged in her chest and manages to revive her by stimulating her heart. In the Nebuchadnezzar, Neo explains his findings to the crew, revealing that the prophecy of the One is false and that Zion will be destroyed in twenty-four hours. Sentinels approach and destroy the ship, whereupon Neo "saves" his friends, seemingly, by using an "unexpected ability" to overload and disable the Sentinels' program with an EMP-like shockwave. The exertion inherent in this effort causes Neo to fall suddenly unconscious. The crew is picked up by the hovercraft Mjolnir (also known as the Hammer), whose crew explains that they were under orders from Lock to lead a pre-emptive attack on the army of Sentinels advancing on Zion. The strategy was to use the ships' EMPs and stay out of each other's range; but an EMP was detonated by the Caduceus before the ships could get into position. Therefore multiple ships were left without power, with only a handful of survivors escaping, the Sentinels having destroyed any ship that could not get away. Once the machines had completed the massacre and returned to digging for Zion, the Mjolnir made a quick pass to look for survivors, and found only one: Bane.

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The film picks up immediately after the events of The Matrix Reloaded. Bane and Neo are both unconscious, but neural patterns reminiscent of the Matrix are present in Neo. Morpheus decides to start a search for Neo within the Matrix. Neo finds himself trapped in a subway station; a transition zone between the Matrix and the real world. At this station, Neo meets a 'family' of programs, including a girl named Sati, whose father tells Neo that the station is controlled by a program called The Trainman, an exile loyal only to the Merovingian who exerts complete control over the subway. When Neo tries to board the train with the family, the Trainman refuses to let him aboard.

Seraph contacts Morpheus on behalf of the Oracle. The Oracle, with a changed appearance, informs Morpheus and Trinity of Neo's confinement. Seraph, Morpheus, and Trinity pursue the Trainman to secure Neo's release. The trio enters Club Hel to confront the Merovingian to release Neo. The Merovingian demands "the eyes of the Oracle" in exchange for Neo's release. Trinity loses her patience and provokes a Mexican standoff, forcing the Merovingian to release Neo.

Troubled by visions of the Machine City, Neo decides to visit the Oracle. She informs him that as the One, he has developed a wireless connection with the Source. All of Neo's abilities - inside and outside the Matrix - exist because of this connection. She characterizes Smith, as Neo's exact "opposite" and "negative", who threatens to destroy the Matrix and eventually the Machine City. She states that "everything that has a beginning has an end", and that the war is about to end "one way or another." After Neo leaves the Oracle, a large group of "Smiths," after assimilating Sati and Seraph, arrive to assimilate the unresisting Oracle, gaining her powers of precognition.

In the real world, the remaining crew of the Nebuchadnezzar and the Hammer encounter Niobe's deactivated ship, the Logos, and its crew. They successfully reactivate the ship and begin to interrogate the now awakened Bane, who claims he has no memory of the events of the earlier battle. As the ship captains plan to return to defend Zion, Neo announces that he needs a ship to travel to the Machine City. The captain of the Hammer refuses to allow it, citing his rights as ship's captain. However, Niobe provides him the Logos, rebuking the captain of the Hammer when he attempts to prevent her from exercising the rights he just extolled.

Niobe pilots the Hammer through a series of service tunnels, which are nearly impossible to navigate in order to avoid the Sentinel army. Shortly after departure, they discover that Bane has murdered a crew member and has hidden aboard the Logos. They also come to realize that Bane fired the EMP that disabled the human fleet that had engaged the Sentinel army leading to their defeat. Despite this discovery, they are unable to warn Trinity and Neo. Before the Logos can depart, Bane ambushes Trinity and takes her hostage. Neo fights Bane, who reveals that he is Smith. During the struggle, Bane blinds Neo by cauterizing his eyes with a severed power cable. In spite of his blindness, Neo can see the glowing form of Smith and kills him. Trinity pilots them towards the Machine City.

In Zion, the defenders deploy infantry armed with rocket launchers and Armored Personnel Units. The docks are invaded by a massive horde of Sentinels and two giant drilling machines. Outnumbered and overwhelmed by the attackers, the APUs are unable to hold the Dock, and their leader Captain Mifune is fatally wounded. With his last breath, Mifune tells the Kid, who has been rearming his APU, to open the gate for the Hammer. Encouraged by Mifune, Kid pilots the APU and opens the gate. The Sentinels are on the verge of overwhelming the remaining humans when the Hammer, with more Sentinels in pursuit, arrives at Zion and sets off its EMP, disabling the Sentinels, but also the remaining defenses. Although they have bought a temporary reprieve, the humans are forced to retreat to the temple's entrance and wait for the next attack, preparing for what they believe will be their last stand.

Nearing the Machine City, Neo and Trinity are attacked by the city's huge defense machines. Neo uses his power to destroy the incoming bombs, but Sentinels overwhelm the ship. To evade them, Trinity flies the Logos into an electrical storm cloud. Her actions disable the Sentinels, but also disable the ship's engines. Above the cloud layer, Trinity sees a glimpse of sunlight and blue sky for the first time. The ship then free-falls directly toward the Machine City, and despite Trinity's attempts to ignite the engines in time, the ship crashes. The impact of the collision fatally wounds Trinity, and she dies in Neo's embrace.

Neo enters into the Machine City to strike a bargain with the Machines, personified by the Deus Ex Machina. Neo warns that Smith is beyond the Machines' control and will soon assault the Source. He offers to help stop Smith in exchange for a ceasefire with Zion: the Machines agree, causing all the Sentinels attacking Zion to stand down and await orders. The Machines provide a connection for Neo to enter the Matrix and confront Smith. In the Matrix, which is now wholly populated by Smith's copies, the clone with the Oracle's powers steps forth, claiming that he has already foreseen his own victory.
Neo and Smith in their final confrontation.

The Smith clones stand by and watch while Neo and the primary Smith fight on the streets, through buildings, and in the sky, until they finally brawl in a flooded crater. Neo is outmatched by Smith but refuses to give up. A frustrated Smith continues to attack, but when he suddenly repeats the Oracle's words, "Everything that has a beginning has an end," Neo baits Smith into assimilating him. As the Machines sense the assimilation, Neo's body spasms as a surge of energy enters his body. The Neo-Smith and the rest of the clones then explode, restoring The Matrix and its citizens to normal. In the crater full of water, we now see the Oracle laying on the ground. The waiting Sentinels withdraw from Zion. Neo, having sacrificed himself to save both the Machines and humans, is unplugged from the Matrix and his body is carried away by the Machines.

The Architect and the Oracle agree to unplug all humans who want to be freed, and that peace will last "as long as it can." Sati, who has created a colorful dawn sky in memory of Neo, asks the Oracle if they will ever see him again to which she replies that she believes they will.