Ok, now the story really picks up. Sorry bout the annyoing formatting, I just got sick of trying to get everything in nice little collums and spaces like it actually looks like on Wordpad. lol. Enjoy!


CUT TO :

INT. the Exodus - Main Deck

Everyone is getting into the chairs and getting

jacked in. Loki goes over to a chair and begins to

sit down. Nitro looks at him with mild amusement.

Bishop place a restraining hand on his shoulder.

BISHOP

And just where do you think your going?

LOKI (astonished)

I'm going in with you!

Phoenix

Your not ready yet. This is going to get pretty

nasty.

LOKI

That man was like a father to me; the father I

never had. There's no way your going in without

me.

Bishop thinks for a moment.

BISHOP

Your choice. I can only warn you that your

going in way over your head.

Loki lays down and Bishop jacks him in.

CUT TO :

EXT. Abandoned Warehouse

(Soundtrack note "Millionare" by Queens of the Stone Age)

Everyone is crowded around a small table with an

antique phone on it. The phone is ringing, and Bishop

picks it up.

BISHOP

We're in.

He hangs up the phone and faces the others.

Bishop is dressed in all black except for his red

tie. He is wearing wrap-around shades and a

black leather coat.

The camera goes in a circle as we see all the

members of the crew in their Matrix getups.

Nitro is dressed in all black as well, with his

hair spiked up. He has on a long black coat on

that reaches all the way to the ground and drags a

bit, as well as black sunglasses.

To his right is Phoenix. She has on the same

clothing as before; all black.

Next to her is Angel. She is dressed completely

in white, with a beautiful white leather coat that

has extra material that connects her arms to

her jacket. She has on mirror-like silver shades.

Next to her is Loki, wearing black pants and a

tight white tank top, with a waist legnth black

jacket.

To his right is Cutter, in a skin-tight black

leather jumpsuit and black sunglasses.

And lastly is Cable, in a dark blue suit and

jacket, arms folded across his chest.

The camera comes to a rest on Bishop.

BISHOP

Let's go.

EXT. Street - Matrix

(Soundtrack note music fades)

It's nighttime. The street is illuminated

by flourescent street lights.

They all walk out of the big garage doors of

the building and stop in front of two cars,

a black van and a silver Aston Martin Vanquish.

Bishop and Phoenix hop into the Vanquish, and

the rest climb into the black van. Nitro takes

driver's seat.

Bishop revs up his car as Nitro gunns the van.

The Vanquish speeds off down the street, with the

van following close behind.

EXT. Outside Club Hel

The two cars pull up into a dark underground

parking lot. A few hundred yards away they

see the entrance to Club Hel, just a small

elevator guarded by three big bouncers. Many

other cars are parked near the entrance,

all of them exspensive and sporty.

The two cars park at the egde of the lot.

Everyone gets out and gathers around the

black van.

NITRO

So what's the plan?

BISHOP

You, Phoenix, and I are going in. We'll simply

ask nicely.

CUTTER

And if he says 'no'?

BISHOP

Than we'll get him back ourselves.

Bishop opens the trunk of the Vanquish and

we see that it is loaded to the brim with

weapons : assult rifles, automatic pistols,

shotguns; enough weapons and ammo to

supply a small army.

Cable smirks.

CABLE

We'll, personally, I hope he says 'no'.

LOKI

What about me? I want Nicodemus back as

much as anyone else.

BISHOP

This isn't your normal goth club. This is

the real thing. You don't realize what your'

getting into.

LOKI

I can handle myself.

BISHOP

I know how much Nicodemus means to you,

but I'll warn you again, your in over your head.

NITRO

Captian, this isn't right. This kid has no idea

what he's doing.

Bishop shoots him a stern look.

BISHOP

We're not going in for trouble. This won't

take long. And he needs experience. I guess

it won't do him too much harm.

NITRO

Captian, I'm telling you...

PHOENIX

Nitro, shut up.

Nitro grinds his teath but keeps his mouth shut.

BISHOP

Come on.

EXT. Outside Club Hel

The four of them approach the elevator; Phoenix

and Bishop up front, Nitro and Loki behind them.

The first BOUNCER sees them comming. He is tall,

probably six 'five, and well muscled. He has tattoos

up and down his arms.

BOUNCER

Bishop?

BISHOP

Let us in.

BOUNCER

What do you want?

Nitro steps up. He is almost as tall as the bouncer,

and looks like he could kick the bouncer's ass if

he wanted to.

NITRO

Perhaps you didn't hear the man.

Let us in.

The bouncer steps back half a pace.

BISHOP

We're not here to cause trouble.

The bouncer thinks a moment, then waves his

hands for the others to let them through.

The group walks into the elevator and the door

closes in front of them.

INT. Elevator

Bishop presses the red button, imprinted on it

is the word 'HEL'. The elevator starts to descend.

LOKI

What is this place?

PHENOX

Club Hel. The Merovingian's domain.

The elevator stops and the doors slide open.

The room is fairly large and is lined with concrete

pillars. At the far end of the room is a guncheck

table, and on the wall behind rows upon rows of

weapons.

To the left of the guncheck table are the doors to

the club.

A female COATCHECK in kinky blue clothing walks

up to them.

COATCHECK

Can I take your coat?

NITRO

No thanks sweetheart, we won't be here for to long.

They are quickly searched by a GUNCHECK. He finds

nothing, and waves them towards two big double doors

that lead them into the club.

INT. Club Hel - dance floor.

(Soundtrack note "Opptimissed" - Skinnypuppy)

We are assulted by flashing green lights and blacklights

and loud industiral-techno music.

Hundreds of people, dressed in all sorts of strange

clothes made of black and red leather are partying.

It is a grotesque scene. We catch glimpses of all

kinds of sickening, kinky scenes : nipple twisting,

gay and lesbian lovers, bondage games, self-mutilation,

ect.

The group stands on the platform infront of the

entrance doors and gaze across the twisted scene.

LOKI (astonished)

Jesus Christ!

BISHOP

I told you. This is the real deal.

NITRO

It's called "Club Hel" for a reason, kid.

BISHOP

Come on.

They step down into the mass of moving people

and are immersed in the crowd. They push their

way through until the come within sight of

a balcony overhanging the floor. A man is standing

up next to the rail watching them approach.

He is dressed in a black tuxedo and red shirt.

He is the MEROVINGIAN. He makes eye contact with

Bishop, then turns away.

The group comes to a staircase that leads up

into the Merovingian's chamber. Three guards

are waiting for them at the bottom of the stairs,

hands folded behind their backs. They are

dressed just like the bouncers from the entrance.

The center guard steps forward. His voice is cold

and hard.

GUARD

The Merovingian will speak with you.

The other guards step aside and the center

guard leads them up the staircase with the

other two following behind them.

INT. Club Hel - Merovingian's chamber.

The guard brings them before a large red

couch where the Merovingian is sitting.

Along side him is a beautiful woman in

a black leather micro-skirt and matching tube

top. This is PERSEPHONE.

Behind the couch, as well as all over the

room, other people are stading around,

watching the new arrivals. Standing behind

the couch is a tall, disgusting looking man

who appears not to have taken a bath

in years. We recognize him as the TRAINMAN.

Next to him is a particularly striking program,

a giant black man, nearly seven feet tall

and a shaved head. He is wearing something

that looks like a self-made fur coat. He is

flanked by two twin asian women, dressed

in skintight black pants and bikini tops.

We finally focus in on the Merovingian and

Persephone, sitting on the couch. The

Merovingian smirks. He has a heavy French

accent. (For the sake of redability, the

Merovingian's lines will be written with no

accent.)

MEROVINGIAN

Ah, well look who it is; Bishop, le l'assassn

de eragon, It has been quite a long time.

I don't believe I know your friends here, but that

is of little consequence. So tell me, what is

it that brings you to my domain?

BISHOP

You already know.

MEROVINGIAN

Well, of course I know. I always know. You

came for your friend. But there is something

else. Some other reason for your bieng here.

And don't think I don't know what that is as

well. Do not even try to play me off as stupid.

I know what you plan to do to my world, I

know what you would do with me. And if you

think I will stand by and let it happen, your

terribly mistaken.

Loki steps up so he is next to Bishop.

LOKI

What do you want with Nicodemus?

Bishop pushes him back.

MEROVINGIAN

I don't recall ever speaking to you, boy.

Stand back and let the adults conduct

their buisness.

Loki strains to leap for the Merovingian,

but Nitro holds him in check. Persephone

shoots a long glance in Bishop's direction,

then slowly gets up to her feet.

MEROVINGIAN

And just where are you going?

PERSEPHONE

Why must you ask me, love? You

already know.

The Merovingain scruntinizes her face, ovbiously

unaware of her intentions.

PERSEPHONE

The ladies' room.

She smiles sweetly.

PERSEPHONE

Where did you think?

The Merovingian strokes his hand down her

bare back, and flicks his head as a sign for

her to leave. She slips out of the room.

MEROVINGIAN

Ah, now where were we?

BISHOP

What have you done with Nicodemus?

MEROVINGIAN

Of course, you want your friend. Well I

happen to want him too. He is powerful,

is he not? The old man killed at three of my

men before they could bring him in. He's a

fistey one, your Nicodemus. But that is not

why I want him.

BISHOP

Then why?

MEROVINGIAN

He is my ultimate bartering chip. I can hold

him for ransom to you or the Agents. It is

possible that Zion could be persuaded to

give me whatever I wish in return for their

"hero". Like the access codes to the Zion

mainframe. Or the complete control of Zion

itself.

BISHOP

You are a fool if you think we will comply.

MEROVINGIAN

Or I can sell him to the Agents, who would

certainly profit from the capture of the biggest

thorn in their side. Either way, I have much to

gain.

BISHOP

What makes you think we will not simply

destroy you?

The Merovingian laughs.

MEROVINGIAN

It is you, not I, my good Bishop, that is the

fool. You think that you can simply come in

my own club and kill me? Ovbiously your

ignorance did not depart when you were taken

out of your dreamworld. You cannot defeat me,

no matter how hard you try. Now I suggest

that you leave me in peace before I get

frustrated.

Bishop clenches his jaw, his anger building.

BISHOP

We're not through here.

MEROVINGIAN

Says who; you? I think not. Now the field trip

back to the club house, Bishop; unless you

have some real buisness. No? Then get out.

BISHOP

Your harsh words will not save you this time,

Merv.

Bishop spins on his heels and heads for the stairs,

his coat fluttering behind him. Nitro and Phoenix

trun with him and fall in step behind, with Loki

faltering behind them.

EXT. Outside Club Hel

They are approaching the cars where the others

are waiting.

LOKI

What the hell was that all about? Are we

just going to leave Nicodemus here?

Bishop is still facing forward, looking on as the

others hop out of the van.

BISHOP

I tolf you Loki, if he said "no", we get

him back the hard way.

They approach the others.

BISHOP

Load up.

Cable smiles.

CUT TO:

EXT. Outside Club Hel

Various shots of the group pulling their

guns out of the trunk of the Vanquish.

Angel takes out her No Dachi and a glock pistol.

Phoenix has multiple pistols strapped to her waist

and his holding one in her right hand, as well as

a large gun with some kind of air tank mounted on

it. We realize that it is a small flamethrower.

Cable takes to assult rifles, one in each hand,

along with pleanty of extra ammo.

Bishop has twin automatic pistols and is loaded

with ammo. Loki takes two uzis. Cutter cocks an

automatic shotgun. Nitro is completely covered in

guns, all strapped to his legs and waist. He carries

a black crossbow with big arrows.

Bishop slams the hood of the Vanquish and

they all march toward the entrance back

into Club Hel, ready for an all-out war.

The bouncers catch site of them.

BOUNCER

Hey!

Before he can say anything else, Nitro

has pumped an arrow straight into his

chest. Bishop takes out the other two

guards before they can even react. The

bloodied bodies fall two the ground.

Bishop pushes the button to call the elevator.

The elevator doors open, and we are

suprised to see Persephone standing

in the elevator, looking at them.

BISHOP

Persephone!

PERSEPHONE

Bishop.

Bishop, a little suprised, regains his

composure.

BISHOP

What do you want?

PERSEPHONE

To help.

CUT TO :

INT. Club Hel lobby

The elevator doors open and the group walks out,

Persephone leading them. The room is empty, the

guncheck and coatcheck gone. Persephone sits down

on top of the guncheck table and sensuously

crosses her legs.

Bishop approaches her.

BISHOP

Why are you helping us?

PERSEPHONE

I'll be honest, Bishop. I hate this place.

I hate the Matrix. And I want out.

Bishop is taken aback.

BISHOP

You want us to "unplug you"? Like we would a

human?

PERSEPHONE

Exactly.

BISHOP

Is that even possible?

PERSEPHONE

Perfectly. Because of matinence and upgrades,

every program inside the Matrix has a machine

body outside of it. Only the most powerful programs

can eject out of their own accord. I only ask that

you free me, and in return I will give you back

your friend.

BISHOP

You've been planning this all along.

PERSEPHONE

Of course I have. I have been organizing

this ever since my husband got word of

your plans.

BISHOP

My plans?

PERSEPHONE (smartly)

You cannot play me for the fool any better

that you can my husband. I know of your plans to

build a virus that will destroy this place. And

I want nothing more. I only want to be out before

it happens. I've given you the deal. Take

it or leave it.

Bishop studies her, thinking.

BISHOP

How do I know I can trust you?

PERSEPHONE

You can't know for sure. You can only

act on what you feel is right. You can

trust me, or you can leave now with your

friend rotting away, waiting for my

husbands men to kill him or sell him to the

agents.

BISHOP

Take us to him.

Persephone smiles.

CUT TO :

INT. Club Hel - Merovingian's chamber

The coatcheck scrambles into the Merovingian's

chamber, very frightened. The Merovingian looks up

from his martini with contempt and annoyance.

COATCHECK

Sir!

MEROVINGIAN

What, what?

COATCHECK (frightened)

Your wife killed the guncheck! She, she told

me that if I wanted to live that I would come

and tell you that she's helping Bishop!

MEROVINGIAN

Goddamit, woman.

He makes a shooing motion with his hand

and the woman scampers off.

The Merovingian mumbles curses in French

and hands his martini glass to one of his

henchmen standing next to him. He beckons with

his hand, and the large black man behind him

steps up. He is APOLLO.

MEROVINGIAN

Apollo!

APOLLO

Yes sir?

His voice is super low.

MEROVINGIAN

I want them all dead. Every goddamn

one. Any body missing will be replaced

with yours. Am I clear?

APOLLO

Yes sir, perfectly clear.

MEROVINGIAN

Good. Take the Valkire girls too.

Behind him, the twin asian girls grin malevolently.

INT. Merovingian's Chateau - dungeon

We are in the middle of a large hallway lined

with cells. The big door at the far end opens

and the group, led by Persephone, walks in.

Behind them we can see the Club Hel lobby,

and then the door closes.

LOKI

Holy shit! What just happened?

PHOENIX (to Loki)

We went through a backdoor, an escape

program that lets you travel distances inside

the Matrix.

They walk a few paces until Persephone stops

in front of one of the cells, and she opens it using

a key.

INT. Merovingian's Chateau - cell

Huddled in the corner against the stone walls is

Nicodemus. He is beaten and bruised, but he

seems ok. Only minor wounds. He looks up as

the door swing open with a look of fear, but then

he recognizes Bishop. He hobbles to his feet

and walks over as fast as he can, overjoyed.

NICODEMUS

Bishop?

Bishop smiles and they embrace. He then sees

Loki, who he proceeds to give a strong handshake

to as well as a slap on the back.

NICODEMUS

Well if it isn't my little Jamie. Although now

you probably go by Loki.

Loki smiles, trying not to show too much emotion.

LOKI

It's good to see you, old man.

Nicodemus smiles and then notices Persephone.

NICODEMUS

How is this possible?

BISHOP

There is now time now, old friend. We've got to

get you out of here.

Nicodemus nodds and steps out into the hall.

They walk up to the big doors at the end of the

hall, and Bishop turns to Persephone.

PERSEPHONE

I've kept my part of the bargain. Now you keep

yours.

BISHOP

I have every intention to. But not now. We've got

to get him out of here. Contact us in a few days and

we'll come and get you.

PERSEPHONE

Thank you.

Bishop bows his head in farewell as Persephone pulls

out the key to get them back to the lobby.

PERSEPHONE

Wait. There is one more thing I must tell you.

BISHOP

What?

PERSEPHONE

It will take more than an ordinary virus to

destroy this world. A program you write outside

will not affect it. The mainframe will be able

to counteract anything you create. You need a

special virus. And I believe you already have

one.

She turns to Loki, who stares back puzzled.

PERSEPHONE

In order to break the Matrix, you will need to

unleash your virus upon the mainframe.

BISHOP

We already know that.

PERSEPHONE

Yes, but you do not know where it is. She does.

Persephone hands Bishop a neat buisness card.

PERSEPHONE

The "Book-keeper". She works for the machines, but

her allegiance is to me. Meet her at that exact

place and time, and she will be able to help you.

BISHOP

Thank you.

Without another word, Persephone turns her key in

the lock and the door swings open. They step outside

into the lobby, and before they can react, the door

shuts itself behind them. And standing at the far side

of the room in front of the elevator is Apollo and the

Valkire twins, waiting for them.

APOLLO

He wants to speak with you.

PERSEPHONE

I'm sure he does.

She turns and opens the doors again, but now they

once again open up to the rave. She shuts the door

behind her.

The two opposing sides stare at eachother for a split

second, then the action begins.

The group raises their weapons simultaniously and

bullets tear apart the air in the room. The two

Valkire twins spit up and attack from both sides.

Apollo runs behind the saftey of one of the stone

pillars. Bishop attempts to yell over the carnage.

BISHOP

Nitro! Get Nicodemus out of here!

Nitro grabbs Nicodemus by the arm and they make

a mad dash to the elevator. Apollo sees them and

gives chase. He leaps, but Nitro is able to dodge out

of the way, in slow motion. As Apollo passes him,

he fires a large bolt from his crossbow and hits him

square in the chest, knocking the program back.

As Apollo regains his footing, the elevator doors close

around Nitro and Nicodemus as they escape. Apollo

grunts and ripps the arrow out of his chest, then

phases out into a ghost-like figure. But instead of

turning a shade of pale green or white, his outline

a fierce red. When he phases back in, the wound is

healed. He runs back to the battle.

One of the twins is in a super-fast kung-fu fight with

Bishop. Bishop blocks and parries with his arms,

till finally he gets a square hit in her chest, knocking

her back. In the split second her defense is down,

he pulls out his automatic pistols from under his

jacket and proceeds to load her with bullets. She

drops to the ground, dead.

Meanwhile, the other twin is taking on both Cable

and Phoenix, dodging their bullets with super fast

moves. She hits Cable hard in the side and he flies

back into a pillar. Apollo picks him up and hurls him

at the door which breaks open. Cable flies out into

the rave hall, and Loki and Angel jump after him.

INT. Club Hel - dance floor

Suddenly the music in the rave hall stopps, as does

the fighting between Bishop's crew and the two programs.

Everyone is staring at them, including the Merovingian,

who is watching from his loft. He squints.

MEROVINGIAN

Kill them.

(Soundtrack note select clips from "Session" - Linkin Park)

The majoirty of the crowd pulls out some kind of

weapon, either a gun or some strange melee

weapon off the walls. The rest of them flee out the

big double doors.

The group forms a circle in the middle with their backs

to each other as the mob closes in on all sides.

Angel slashes wildly with her sword, lopping of limbs

and cutting down her opponets. Cutter blows apart

multiple programs with her shotgun.

Dozens of programs are falling under the constant

barrage of the team. From the double doors, we see

Apollo as he starts to tear his way through the

crowd towards the group, flinging into the air any

program unfortunate enough to get in his way.

Everything slows down as Phoenix raises her flamethrower

and the fuel in the tank begins to ignite. We jump

back into real time as a huge gout of flame bursts

upward into the air and Phoenix turns it on a dozen

attacking programs.

Cable takes a bullet in the shoulder and stumbles

back, hurt but still kicking. He fires both assult rifles

and the program that hit him flies back into the

mass of swarming bodies. Bishop breaks the arm of

one program, twists him backwards, then fires three

rounds into his back before tossing him into the

charging mob. Phoenix lets out another huge burst

of flams that consumes another dozen attackers.

Suddenly the flames spits and then dies. Quickly

she throws it into the crowd. We slip into Bullet

Time as she aims and fires at the weapon as it sails

through the air above the crowd. The bullet finds

it's mark right above the fuel tank and the whole

thing explodes as we return to real time.

Finally, Apollo makes it to the group. Flinging into

space the last program in his way, he dives for

Cutter. She fires a shotgun blast straight as his

chest, but he phases out and the bullets go right

through him striking another program. He phases back,

unharmed. His pointy teeth shine as he grabs her arm

and slings her into Loki, knocking him over. Two programs

jump for Loki, and he sprays them with bullets.

Apollo has lifted up Cutter and is pummeling her

in the chest with one arm and holing her in a

choke grip with the other. The defense of the circle

breaks, and the group is split apart by the mob.

Above the screaming and music, we begin to determine

a sound. Within a few seconds, we recognize it as a

helicopter.

We zoom in on the Merovingian, whose face twists

in fear and anger.

MEROVINGIAN

Oh shit...

Parts of the cement ceiling cave in, crushing many

of the programs as they scramble for cover. For a

brief moment the fighting stops, and Apollo releases

his grip on Cutter. She falls to the ground, dazed.

Crashing through the ceiling and landing with cat-like

skill are Agent Brown, Agent Jackson, and Agent

White. They calmly rise to their feet and Agent Brown

straightens his tie.

AGENT BROWN

Terminate them all.

They pull out their Desert Eagle handguns. The two-way

shootout has become a three-way firefight. Agent

Jackson breaks off and heads for the Merovingian's loft.

The crowd has thinned, giving the group a way to escape.

They regroup and start pulling back to the exit. Apollo

has run off to take on Agent Brown and Agent White,

who are mowing down every exile program in their sights,

blood spraying into the air.

BISHOP

Come on!

Phoenix is walking backwards towards the door,

blasting any programs that start to make for them.

Cable is limping, and Cutter is holding her arm,

bieng supproted by Angel.

Agent Brown sees them escaping and starts firing

at them. Chunks of marble and concrete explode

in slow motion all around them as bullets ricochet.

Loki nearly falls over as he gets hit with shrapnel

that sticks in his calf. Bishop supports him with

his free arm while still shooting with his other.

Their almost to the exit now.

CUT TO :

INT. Club Hel - Merovingian's chamber

Apollo is fighting Agent White and loosing horribly.

The agent pummels him with his fists, using the

butt of his pistol as a club. Apollo phases out real quick

and the Agent punches past him, but the second

he phases back the agent grabbs his arm and twists

it so hard it snapps. Apollo falls to the floor. The agent

presses his foot to the programs chest and fires

several round into him. The program's blood splatters

all over the agent. He smirks.

AGENT WHITE

Inferior.

CUT TO :

Agent Brown is now running towards the group, who

are almost to the exit. He pauses as Loki turns and

wildly sprays bullets in the agent's direction, forcing

him to stop and dodge them.

CUT TO :

Agent Jackson has destroyed the last of the Merovingian's

guards and camly approaches the leader of the exiles.

MEROVINGIAN

I suppose you're here to bring me in.

AGENT JACKSON

Precisely.

MEROVINGIAN

I'm afraid I cannot let you do that.

He assumes a fighting stance, and the agent charges.

Within seconds, the Merovingian has the upper hand,

and we can see that he fights as well as Neo ever did.

His arms are a blur, and the agent can only dodge some of

the punches. The agent throws a roundhouse kick at

his face, but he catches the agent's foot with one

hand, then spinns the agent in the opposite direction.

As the Agent Jackson falls to the ground, the

Merovingian kicks him in midflight, throwing him back

against the concrete wall and embedding him in it.

The agent falls out of his indentation, and concrete

chunks fall on top of him. The Merovingian smirks and

slaps the dust off his hand before pulling a key out

of his pocket. He looks around at the carnage below him

on the dance floor, then slipps through a backdoor in his

loft into the programming hallway, slamming the door

behind him.

CUT TO :

INT. Club Hel - lobby

The group has made it into the lobby and are sprinting

towards the elevator. Cable takes three grenades off his

belt, yanks the pins, and throws them back into the

dance hall before joining the others. They scramble inside,

and just as the doors begin to close, Agent Brown appears

in the doorway back into the dance hall. In slow motion,

the agent levels his pistol, and just as he fires, the

grenades explode, knocking him forward. His shot goes wide,

striking Phoenix in the chest as the elevator doors close.

She drops to the floor as the evelator ascends.

CABLE

Shit!

In an instant, Bishop and Cable are down next to her.

Blood pours freely from a wound in her chest. She

groans, her face starts going pale. The elevator shakes

a little from the explosions below. Bishop grabs her

hand.

BISHOP

Hang in there!

She coughs up blood; she's dying. She tries to sit up,

but is too weak. Bishop leans in.

PHOENIX

Bishop...thank you.

Her hand goes limp in Bishop's, a small stream of blood

trickles out of her mouth.

BISHOP

No! No no no...

A few tears start to crawl down his face. Everyone is

silent, heads bowed. We hear a little "ding" as the

elevator doors open to the parking lot.

INT. Outside Club Hel

The group solemnly exits, leaving the body of Phoenix in

the elevator. As they approach the cars, Nitro pops out

from the van. He looks over the group, they are all bloody

and covered with bruises. Cable is limping and clutching

his shoulder. Cutter is holding her arm against her

chest. Angel's white outfit is stained brown with blood,

and Loki seems to hava a broken nose.

NITRO

Where's Phoenix?

Bishop shakes his head.

BISHOP

She didn't make it.

Nitro goes silent, his head bowed in sorrow. In the

distance, we can hear police sirens.

BISHOP

Well, we better get out of here before more

agents show up.

NITRO

Yeah...

They all pile into the van and drive off.

FADE OUT

FADE IN

INT. the Exodus - main deck

The group stands around the exoskeleton chair

holding Phoenix's body. Everyone is silent. Bishop

is wearing all black with a home-made priests' white

collar chip.

BISHOP

She was a brave woman and a selfless person.

We all loved her and we will all miss her.

He pauses.

BISHOP

She gave her life to the cause which we have

all fought for. She will be remembered with honor

forever. God rest Phoenix, Captian's mate, strong

warrior, and loving friend.

He leans down and kisses her forehead before covering

her with a wool blanket. Everyone slowly walks out, one

by one, till only Bishop is left. He begins to cry

softly.

BISHOP

Why God? Why not me? It should've been me.

His tears land on the blanket and are absorbed. He

mournfully picks up the lifeless body, wraps it in

the cloth, and carries it in his arms to the infirmery.

CUT TO :

INT. the Exodus - Hallway

Loki knocks on the steel door and a moment later,

Bishop opens it a crack, checking who it is. He

sees it's Loki and swings the door all the way open.

BISHOP

Loki! Come in.

INT. the Exodus - Bishop's room

Bishop's room is nicer than Loki's, but it is

still cold and all metal. He has a small army cot

like Loki's and a little desk next to it with a

small flourescent lamp and an aging book. We see

that it is a tattered Bible. On the wall, a small,

homemade cross hangs. Bishop gestures for Loki

to sit in the metal chair as he sits down on the

bed.

BISHOP

Is there something you wanted to talk

to me about?

LOKI

Not much in particular. I just wanted someone

to talk to.

BISHOP

I can understand that.

There is a long pause.

LOKI

You were right, Bishop. I wasn't ready for

that.

Bishop looks at him, not speaking.

LOKI

I thought I could handle it. I really did.

But I couldn't. I thought, "You know, they're

just computer programs? How bad could it be?"

I was wrong. The screams, the cries of pain,

the death, it was like a waking nightmare.

And then Phoenix dying and all. I, I just

couldn't handle it.

He starts to cry very softly. After a moment he

stops and wipes eyes.

LOKI

Does it get easier?

BISHOP

No.

Bishop comes over and places a comforting hand on

Loki's shoulder.

BISHOP

I felt just as sick today as I did the first

time I ever killed a program. But it has to be

done sometimes. Always remember Loki, this is a war.

We are warriors. Killing is what we are required

to do, whether we like it or not. But we are

fighting for more than hatred of the machines

or greed for land and gold. We are fighting for

eachother. Our friends, our family, the entire human

race. And when you see the smile of a small child or

recieve a hug from a loved one, you remember why

we are fighting. And you know that we are doing

what is right.

There is a long pause as Loki thinks over what he has

been told.

LOKI

You're probably right.

BISHOP

I know I'm right. And when we return to Zion,

you'll see exactly what I mean. Sure there'll

be protestors and "pro-peace" nuts, and it can

be discouraging. But they have never had to face

what we do every day. They sit in their homes

and never see the evils of this horrible war

and the atrocities that we see. But when one of

the children gives you a hug or a piece of

chocolate and calls you "their' hero", you forget

about all that.

Loki grips Bishops hand as he gets up from the chair.

BISHOP

Never forget that.

LOKI

I won't.

There is another pause as Bishop removes his hand.

LOKI

So you and Phoenix we're close?

BISHOP

Yea. She was one of the first people I ever met

in the Real World. We were in love for a while,

when we were young.

LOKI

So what happened?

BISHOP

War. The war kind of split us apart as far as

lovers go. But we were always the best of

friends. I would have taken that bullet for her

without question. I should have.

A tear drops down his face.

BISHOP

We've all lost someone we've loved to this

war. It pains my heart to say that I've lost

many. Before it's over, you'll have lost someone.

That is why we have to win. To honor the deaths

of every single warrior who has fallen for

Zion.

He takes a deep breath.

BISHOP

That is why I will not stop until the Matrix

is nothing but horrible memory and the Machine

city lies in ruins.

Loki gives Bishop a pat on the shoulder, and

Bishop embraces him.

LOKI

Thanks Bishop. I needed to hear some of

that.

BISHOP

So did I.

Loki starts for the door, then pauses and turns

around.

LOKI

One more thing.

Bishop sits down in the metal chair.

BISHOP

Shoot.

LOKI

That woman, Pers-whatever, she mentioned

something about us already having the virus.

BISHOP

Yes...

LOKI

I think I know what she was talking about.

Bishop leans forward in his chair, intrigued.

LOKI

The night I met with Phoenix at the club,

someone hacked onto my computer, someone

named "Eon". He said he made me a virus

called the "Bowls of Wrath". He said I would

know when to use it. Somehow it wrote itself

onto the disk in my floppy drive. I think

that's what she was talking about.

BISHOP (muttering)

Revelation chapter 16!

LOKI

What?

BISHOP

The Book of Revelation chapter 16 : "Then

I heard a loud voice from the temple saying

to the seven angels, 'Go, pour out the seven

bowls of God's wrath on the earth.'" The Bible

tell us how God will use his Bowls of Wrath

as part of the Apocylapse.

LOKI

So this could be the device that brings the

End of the Matrix?

BISHOP

It's a possibility, and one I will think

heavily upon. And the fact that the Hacker's

name was Eon...

LOKI

Which is spelled with the same letters as "Neo"...

BISHOP

I don't want to jump to conclusions, now,

Loki. We'll take this one step at a time.

Do you still have a copy of the virus?

LOKI

Yeah, I've got it in Safehouse.

BISHOP

Then we'll retrieve it in the morining before

we head in for Zion.

Loki nods.

LOKI

Sounds good.

BISHOP

You better go get some rest.

LOKI

Yea. Thanks again Bishop.

BISHOP

Thank you, son.

Loki walks out and closes the door behind him.

INT. the Exodus - Hallway

As Loki walks into his room, the flourescent

lights up and down the hall start switching off,

one at a time. Loki shuts his door.

FADE OUT