The Matrix Reloaded (2003)
After completing “The Matrix” in 1999, Warner Bros. offered the Wachowskis the chance to take over the troubled Batman franchise. They wrote a treatment for “Batman: Year One” but decided against pursuing it. Since “The Matrix” DVD revenue alone had tripled Batman & Robin‘s box office earnings, they questioned the need to revive a struggling superhero franchise when they had a successful one with limitless potential.
The Wachowskis met with their production teams in Venice Beach, California, to outline their ideas for their sequels and create storyboards. They realized their ambitious vision would be very costly, especially if they needed to regroup and retrain the actors in martial arts for each entry. They decided to film the next two as a single sequel, with the first ending on a cliffhanger resolved weeks after the third film’s release. Both films would unfold over a few days to maintain consistency in wardrobe, sets, and hairstyles.
As they worked, The Matrix gathered a colossal online following, uniting millions of fans worldwide. Recognizing merchandising opportunities similar to Star Wars and Star Trek, the Wachowskis proposed expanding their narrative efforts beyond movies with tie-ins involving video games, comics, animated shorts, novels, and TV shows.
The Wachowskis had already developed ideas for a *Matrix* video game. Facing challenges in getting the film greenlit in the mid-1990s, they considered creating a Matrix game first, hoping its success would increase the likelihood of a movie adaptation. Ironically, no game developers were interested until the film became successful. In December 2001, Interplay signed a $10 million deal to produce Matrix games for PC and online platforms. The main release, Enter the Matrix, had a budget of $20 million and included a story that ran parallel and sometimes intertwined with the movie sequels. It featured an hour of exclusive footage based on a 244-page script written by the Wachowskis. They also introduced a multiplayer game called The Matrix Online.
They also commissioned nine short animated films in an anime style set in the Matrix universe, which were compiled into a feature titled The Animatrix. The Wachowskis wrote four of the shorts, while five were created by filmmakers they admired.
The second Matrix film occurs months after the first, as Zion, the last human city, prepares to defend itself against the AI overlords. The AI are digging to destroy Zion, using 250,000 Sentinels to dig to evade the city’s defenses. Neo, Trinity, and Morpheus are set to enter the Matrix to destroy its mainframe. They’ll face familiar agents, supernatural beings, and a rogue Agent Smith, who can replicate himself, assimilate with others, and inhabit the bodies of those connected to the Matrix.
The second Matrix film is a deliberate assault on the moral perspective of the first. While *The Matrix* depicted machines as evil and humanity as good, the Wachowskis suggest that morality is relative. The Oracle is revealed to be a machine program that is part of the system. Neo learns that “The One” is an expected recurring anomaly within the system. He faces a crucial choice faced by other ‘saviors’ before him: reload the Matrix to repeat the cycle or let it crash, risking humanity’s survival. Ultimately, he decides not to follow his predecessors by allowing Zion to fall and the Matrix to reload. Instead, Neo seeks to break the cycle at the risk of humanity’s extinction.
The Wachowskis originally wanted to end the first part of their two-part sequel with the sentinels destroying Zion and killing all of the Zionites save for a select few, including Neo, Trinity, Morpheus, Niobe, Zee, The Kid, and Agent Smith in a resistance member’s body. They changed their mind after they began fleshing out their screenplay and felt Zion still hanging in the balance provided a better reason to return for the conclusion.
Warner Bros. originally planned to release both films during the summer of 2002, but a six-month gap was imposed to avoid confusing the public with overlapping theatrical presence. Changing the titles from Matrix 2 and 3, “The Matrix Reloaded” was set for Christmas 2002, while “The Matrix Revolutions” was scheduled for summer 2003.
The total budget was $300 million, posing a significant risk since it was an R-rated property with a large young fan base who might be unable to see it in theaters. To prevent spoilers, the Wachowskis limited script access, even to Warner execs, requiring actors to sign agreements before reading portions.
Keanu Reeves signed a contract for $30 million for both sequels or 15% of gross earnings, whichever was higher, potentially allowing him to earn up to $100 million. This was a hefty payday, especially given some of his recent less successful films. The Wachowskis would receive only 6% of the first-dollar gross from the sequels. Reeves was excited to return, feeling strongly connected to his character and appreciating the ambitious script. With Reeves attached, Laurence Fishburne, Carrie-Anne Moss, and Hugo Weaving soon followed, trusting the Wachowskis’ talent without seeing the script.
The Wachowskis initially wanted Jet Li to portray a new character named Seraph, but budget constraints were an issue. Li requested $13 million for the role, while the filmmakers could only offer $3 million for an 11-month shoot. He felt the high fee was justified because they would digitally capture his martial arts movements for their video games, which he viewed as his intellectual property. Li worried that this could lead to his style being endlessly replicated through digital media, such as movies and games, and he shouldn’t accept a smaller asking price to perform in something that could jeopardize his career in the future. The Seraph character was revised to attract Michelle Yeoh, but she couldn’t participate due to a scheduling conflict with her film, The Touch. Ultimately, Taiwanese actor Collin Chou was cast.
Aaliyah, the Grammy-nominated R&B and pop singer, was initially cast as Zee but tragically died in a plane crash in August 2001 after filming some scenes. The Wachowskis decided to recast her role, seeing Zee as essential to the story.
In April 2002, it was announced that singer-actress Nona Gaye, the daughter of Marvin Gaye, would take over the role. Other actresses considered for the part included runner-up Eva Mendes, Samantha Mumba, Brandy Norwood, Tatyana Ali, and Da Brat. Nona Gaye found it emotionally challenging to review Aaliyah’s footage; however, it was necessary to reference the direction of the performance that the Wachowskis wanted for her scenes.
Gloria Foster, who played the Oracle, passed away from diabetes complications. After filming her scenes for the first sequel, filmmakers decided to recast her character for the third installment.
Jada Pinkett Smith, who’d previously lost the role of Trinity in “The Matrix,“ was given a role specifically written for her: Fleet Commander Niobe, a supporting character in the Matrix sequels and the main character in the video game “Enter the Matrix.” The problem was that after she was confirmed for the part, she became pregnant and was not expected to give birth until well over a month after the Australia shoot began on September 24. Not wanting to miss out on the role, Pinkett fibbed, saying the baby would have been born by then.
While Pinkett was concerned about the lie, another situation nearly led her to withdraw from the film. The events of 9/11 occurred just four days before she was scheduled to fly to Australia for a pre-production meeting. Pinkett, who has an intense fear of flying, was deadset against boarding a commercial airline, especially as a pregnant woman.
When she confided in the Wachowskis that she had doubts about her participation, they quickly accommodated her needs by arranging a private jet for Jada Pinkett and scheduling physical training scenes for the end of production. They used close-ups to minimize the appearance of her post-baby weight and allowed her time off to care for her children while Will Smith promoted “Men in Black II.“ They conducted a month of facial capture and four months of full-body motion capture for the game, although she often felt confused about the story while filming the game and sequels.
Two months after giving birth to Willow, Jada achieved peak physical condition, gaining 15 pounds of muscle through rigorous kickboxing and stunt training and taking only breastfeeding breaks. During that time, Jada’s mother cared for Willow.
Marcus Chong could not reprise his role as Tank due to a salary dispute. He demanded one million dollars and participation in all press junkets, while Warner Bros. offered $400,000 with no guarantees for promotional appearances. In 2000, tensions escalated when he was arrested for making threatening calls to the studio after negotiations failed. Consequently, Tank was killed off, and Link, played by Harold Perrineau Jr., was introduced as the new pilot of the Nebuchadnezzar. Chong filed a lawsuit against Warner Bros. and AOL over a verbal agreement regarding his character but lost the case. He continues to pursue legal action for damages, claiming he has been unfairly labeled a terrorist and blacklisted in Hollywood, affecting his chances of getting future roles.
After submitting a scene synopsis during his audition, Clayton Watson was cast as The Kid. The Wachowskis sought an actor who could uniquely portray this character taken from one of the stories in The Animatrix.
In “The Matrix,” mythical monsters are old programs gone wrong. The ghostly Twins serve as henchmen for the Merovingian, played by Lambert Wilson, substituting for the initially desired Jean Reno. Monica Bellucci portrays his wife, Persephone, as a character reminiscent of a vampire. After Matt and Luke Goss declined the roles, British actors Adrien and Neil Rayment were cast as the Twins. Both second-degree black belts gained fame as handymen on Carol Vorderman’s reality show “Better Homes.” During filming, they shaved their heads for dreadlock wigs and avoided sun exposure to keep their pale appearance.
The Architect role was initially intended for Sean Connery, but he declined due to a lack of connection with the story. He had turned down the role of Morpheus in The Matrix for similar reasons. It was then offered to Helmut Bakaitis, who auditioned for a Zion counselor and unexpectedly took on this significant character, bringing gravitas by channeling Orson Welles.
Fight training was held on weekdays in a Santa Monica warehouse, led by the renowned choreographer Yuen Wo-Ping, a wirework expert. Participants practiced fluid backflips and cartwheels and faced multiple opponents, requiring faster choreography while maintaining convincing punches and kicks to take down targets successfully.
The increasingly complex choreography further risked injuries. In the second week, Moss broke her knee from a stunt wire fall, requiring six weeks on crutches and upper body strength training. Reeves had left ankle pain but found no issues on an MRI and X-ray; he wore a cast for a few days and took ice baths for relief. Fishburne sprained his wrist after hyperextending it.
Due to a scheduled strike, the Wachowskis postponed production in Australia and focused on special effects in the U.S. until the issue was resolved. Although the strike was averted, the extra time allowed for enhanced visuals before the film’s release. Ultimately, the film exceeded its budget, leading key talent to negotiate back-end deals for higher profit shares in exchange for lower upfront payments.
The release of “The Matrix Reloaded” was postponed until May 2003 due to the need for more time to finish both films. They would end up needing the buffer due to the tragic deaths of key individuals, casting issues, and injuries. Keanu Reeves was also required to care for his sister, Kim, who was battling leukemia, and make arrangements for his ex-girlfriend Jennifer Syme’s funeral after her fatal car accident. Reeves struggled with depression and began drinking heavily. He started a romance with former English newswoman Rachel Jones but invited Hollywood friends to visit after she returned to England. Laurence Fishburne became a mentor, warning him about burnout, which led Keanu to shift his focus from partying to enjoying local fine dining with Fishburne.
The production includes over 2,500 visual effects shots, significantly more than the original film. A highlight is the 17-minute “Burly Brawl,” where Neo battles an army of Agent Smiths. Frustrated by imitations of their Bullet-Time effect from *The Matrix*, the Wachowskis sought to create an unreplicable scene. The Burly Brawl took two years to render and cost $40 million, making it the most expensive fight scene ever.
Hugo Weaving enjoyed portraying multiple versions of Agent Smith in the same scene, allowing him to explore various moods. These characters were created using stunt doubles, dummies, and CGI, with Weaving’s face digitally superimposed.
The production team struggled to find a suitable freeway segment for a high-speed battle scene with trucks and cars. To resolve this, they built a two-mile loop at a decommissioned naval base in Alameda dubbed “Paterson Pass” after production designer Owen Paterson. The loop, which cost $2.5 million to construct, featured 220 cars donated by General Motors, half of which were wrecked during filming. The cast and crew trained at a driving school to learn skills like 180-degree turns and car collisions. After filming, they dismantled the freeway and donated the materials to low-income housing projects in Mexico.
A scene set in Zion was originally the epilogue of the first screenplay of The Matrix but was cut due to story complexity and high production costs. It required 900 extras for the city’s 200,000 residents, and the set was made from Styrofoam coated in urethane foam for a limestone look. The homes were inspired by Coober Pedy, Australia, where residents live in dugouts to adapt to the climate.
Costume designer Kim Barrett crafted outfits for the Zionites using plant-based fabrics like flax and hemp, inspired by Indian, Tibetan, and Chinese patterns. The Wachowskis envisioned Zion as a warm, womb-like space featuring lava pits for heat and light and high ceilings with temple-like pillars for a sacred, cathedral atmosphere.
The sequels bring forward several story elements scripted and filmed for the first Matrix movie but were ultimately cut from the theatrical release due to confusion among viewers. These elements suggested that Neo was the sixth person identified by Morpheus as “The One,” with the five previous versions having perished while facing an Agent. Initially, Morpheus believed that anyone could be The One if he chose them, but over time, he genuinely believed Neo was destined for that role. The sequels feature earlier incarnations of The One that existed in previous versions of the Matrix, not ordained by Morpheus.
The Wachowskis, avid fans of Stanley Kubrick, observed that audiences are attracted to his films because he leaves the meanings of symbols open to interpretation. For example, the monoliths in *2001: A Space Odyssey* provoke ongoing debate. If Kubrick had given explicit explanations, the film would have lost its allure and the depth of philosophical discussion. The Wachowskis preferred that their statements not be seen as dogma, encouraging audiences to form their interpretations. They aimed to provoke questions rather than provide answers, asking: What is reality? What does it mean to be human? Does God exist? By offering definitive answers in interviews, they would limit the discussion to a single viewpoint instead of allowing for diverse interpretations, reflecting our varied perspectives on reality, humanity, and religion.
The Wachowskis’ contract included a clause exempting them from interviews and prohibiting using their photographs and quotes for promotion. They instructed the crew to maintain a distance of twenty feet to avoid close interactions, ensuring their conversations remained private. They always maintained a stoic demeanor to protect their thoughts and emotions.
Many individuals involved in the sequels reported low morale due to key actors’ deaths, injuries, disputes over salaries and budgets, and long periods away from home. Despite high expectations, the material was often seen as emotionally detached and confusing. The Wachowskis, influenced by Stanley Kubrick’s approach, had actors repeat scenes numerous times without providing feedback, which added to mounting aggravation by the cast and crew.
However, few were as unhappy to be there as Larry Wachowski. He was served with a divorce suit from his separated and estranged wife, Thea Bloom, who accused him of dishonesty regarding their finances. When they married in 1993, there was an oral prenuptial agreement to share their earnings. Bloom alleged that Larry began violating this agreement, claiming no money to share despite him earning millions. Larry argued that the concept for The Matrix was developed before their marriage, so he didn’t have to share the money he made from it.
Bloom’s divorce papers suggested the reasons for the divorce extended beyond financial issues, hinting at undisclosed personal matters. Larry’s assets were frozen pending further investigation as he attempted to purchase a $2.7 million home in San Francisco with his lover, Karin Winslow, a dominatrix known as Ilsa Strix, whom he met in a BDSM club in 2001. In this environment, Larry embraced cross-dressing in a Marilyn Monroe wig and white latex dress, speaking in a little girl’s voice as “Linda” or “Lana.” According to Winslow’s husband, Jake Miller (a female-to-male transsexual whose professional name is Buck Angel), Larry became more than just her submissive client; their relationship grew intimate, and they spent evenings together in bondage sessions, with Winslow waving her usual $250/hour fee, ultimately falling in love.
Larry invited Winslow to Australia several times while working on The Matrix sequels, picking her up from the airport dressed as Lana. An acquaintance from the BDSM community noticed Larry’s closeness to Winslow, who allowed him to express himself as a woman. However, he grew disinterested in the film and became upset and depressed about visiting the set as a man. During this time, Larry began signing legal documents as “Laurenca.”
During a phone call, Lynne, mother to the filmmaking Wachowski duo, sensed something was seriously wrong with Larry. Having known about his past suicidal episodes, she decided to book a flight to Australia to visit him. When she arrived, Larry struggled to express his feelings—he identified as transgender and wanted to be recognized as a girl. Instead of reacting with shock, Lynne felt a sense of understanding; she had always known Larry as a boy, but he revealed that he had always felt a part of him was a girl. He had only recently come to terms with it. Lynne felt relieved to see her child looking as healthy and genuinely happy as Lana. Eventually, Lana’s father, Ronald, also accepted the change, realizing that what mattered most was his child’s happiness. That was enough for him as long as they could talk and share hugs.
Lana appeared in a female wardrobe and hair on the plane ride home with cast and crew members, introducing herself as Lana. No one commented; either they didn’t recognize the former Larry Wachowski or didn’t mind. At the Cannes premiere of “Reloaded,” Lana appeared in makeup and plucked eyebrows, dangling earrings, and a crocheted cap while walking alongside Winslow, although her presence was unofficial. Warner insisted on calling her Larry Wachowski to avoid potential controversies threatening their project. Amid this, rumors spread as Larry shared with friends his decision to live as a woman, and reports indicated he had been taking female hormones in anticipation of gender reassignment surgery.
Warner Bros. achieved substantial profits with the simultaneous worldwide premiere of “The Matrix Reloaded,“ which broke the all-time box office record for R-rated films. Despite mixed reviews and audience disappointment over its confusing storyline, the film grossed over $700 million worldwide.
Many view “The Matrix Reloaded” as a disappointment despite its box office success. Sequels often struggle because audiences are already familiar with the original story. This film tries to succeed by adding more action, a romantic subplot, and focusing on Zion’s rebellion. However, the pacing slows, emotional depth is lacking, and the complex plot can be confusing, leading to audience disengagement.
Many admire The Matrix Reloaded’s visuals and action, especially the “Burly Brawl” and the freeway battle. However, these scenes take up about a third of the film and aren’t essential to the plot. While the fight with the hundred Agent Smith copies is impressive, viewers might be frustrated that Neo doesn’t fly away from the start.
The freeway scene defies logic. While people engage in machine gun fire and sword fights, drivers remain oblivious. This should be astonishing, yet it elicits no reaction despite the chaos. The sequences prioritize visual entertainment over the philosophical depth the Wachowskis intended.
Without the absurd scenes, *The Matrix Reloaded* would be dull. The characters lack depth, the drama feels uninspired, and the meaning is elusive. If the action seems excessive, the lengthy love scene between Neo and Trinity—intercut with Zionites undulating—fails to be steamy or necessary.
The confusion deepens as the universe expands to include elements from the Matrix comics, animated shorts, and video games. Viewers need to engage with these other media to understand the whole story, yet Reloaded offers little assurance that this additional content will be worth their time and money.
Qwipster’s Rating: C+
MPAA Rated: R for violence, language and sexuality
Running Time: 138 min.
Cast: Keanu Reeves, Laurence Fishburne, Carrie-Anne Moss, Hugo Weaving, Harold Perrineau
Director: Andy and Larry Wachowski
Screenplay: Andy and Larry Wachowski