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Meanwhile, Back in The Matrix...

Still deciphering those mystifying monologues from Reloaded? Has your Wachowskian gotten a little rusty? In the interest of minimizing mass confusion at the multiplex, we've assembled this handy guide to get you back up to speed with the pivotal characters and plot points of the climactic third film. And we promise: no big words. -- Raymond Fiore

NEO He's helplessly stuck between the Matrix and the Machine World, and the only one who can spring him is the unforgiving Frenchman Merovingian. Since his would-be Gallic savior still harbors a grudge from the last film, Trinity & Co. must persuade the Merovingian that liberating Neo is in everyone's best interest.

NIOBE Relegating her erstwhile lover Morpheus to the role of sidekick, Captain Niobe (Jada Pinkett Smith) shows serious muscle (holy pecs!) in steering her ship clear of Sentinels. But can she zip back to Zion before the Machines level it? And will her support of Neo's journey to Machine City mean extinction for the humans?

THE ORACLE The Merovingian has punished her for aiding Neo by terminating her ''shell'': She's forced to alter her appearance (new actress Mary Alice replaces Gloria Foster, who died before filming Revolutions). She still bakes cookies and doles out self-help riddles, but we also discover her past link to Agent Smith.

AGENT SMITH The evil program (Hugo Weaving) is replicating himself by the millions. At the end of Reloaded, he'd infiltrated the body of Bane (Neo's shipmate), and now he menaces the vessel's crew. Meanwhile, his wild growth rate threatens to infect and control those supreme rulers of the world, the Machines.

Originally posted Nov 07, 2003 Published in issue #736 Nov 07, 2003 Order article reprints