The screen is filled with green, cascading code which gives way to the title, The Matrix. A phone rings and text appears on the screen: "Call trans opt: received. 2-19-98 13:24:18 REC: Log>" As a conversation takes place between Trinity (Carrie-Anne Moss) and Cypher (Joe Pantoliano), two free humans, a table of random green numbers are being scanned and individual numbers selected, creating a series of digits not unlike an ordinary phone number, as if a code is being deciphered or a call is being traced. Trinity discusses some unknown person. Cypher taunts Trinity, suggesting she enjoys watching him. Trinity counters that "Morpheus (Laurence Fishburne) says he may be 'the One'," just as the sound of a number being selected alerts Trinity that someone may be tracing their call. She ends the call. Armed policemen move down a darkened, decrepit hallway in the Heart O' the City Hotel, their flashlight beam bouncing just ahead of them. They come to room 303, kick down the door and find a woman dressed in black, facing away from them. It's Trinity. She brings her hands up from the laptop she's working on at their command. Outside the hotel a car drives up and three agents appear in neatly pressed black suits. They are Agent Smith (Hugo Weaving), Agent Brown (Paul Goddard), and Agent Jones (Robert Taylor). Agent Smith and the presiding police lieutenant argue. Agent Smith admonishes the policeman that they were given specific orders to contact the agents first, for their protection. The lieutenant dismisses this and says that they can handle "one little girl" and that he has two units that are bringing her down at that very moment. Agent Smith replies: "No, Lieutenant. Your men are already dead." Inside, Trinity easily defeats the six policemen sent to apprehend her, using fighting and evasion techniques that seem to defy gravity. She calls Morpheus, letting him know that the line has been traced, though she doesn't know how. Morpheus informs her that she will have to "make it to another exit," and that Agents are heading up after her. A fierce rooftop chase ensues with Trinity and an Agent leaping from one building to the next, astonishing the policemen left behind. Trinity makes a daring leap across an alley and through a small window. She has momentarily lost her pursuers and makes it to a public phone booth on the street level. The phone begins to ring. As she approaches it a garbage truck, driven by Agent Smith, careens towards the phone booth. Trinity makes a desperate dash to the phone, picking it up just moments before the truck smashes the booth into a brick wall. The three Agents reunite at the front of the truck. There is no body in the wreckage. "She got out," one says. The other says, "The informant is real." "We have the name of their next target," says the other, "His name is Neo." Neo (Keanu Reeves), a hacker with thick black hair and a sallow appearance, is asleep at his monitor. Notices about a manhunt for a man named Morpheus scroll across his screen as he sleeps. Suddenly Neo's screen goes blank and a series of text messages appear: "Wake up, Neo." "The Matrix has you." "Follow the White Rabbit." Then, the text says "Knock, knock, Neo..." just as he reads it, a knock comes at the door of his apartment, 101. It's a group of ravers and Neo gives them a contraband disc he has secreted in a copy of Simulacra and Simulation. The lead raver asks him to join them and Neo demurs until he sees the tattoo of a small white rabbit on the shoulder of a seductive girl in the group. At a rave bar Neo stands alone and aloof as the group he's with continue partying. Trinity approaches him and introduces herself. Neo recognizes her name; she was a famous hacker and had cracked the IRS database. She tells him that he is in great danger, that they are watching him and that she knows that he is searching for answers, particularly to the most important question of all: what is the Matrix? The pulsing music of the bar gives way to the repetitious blare of Neo's alarm clock; it's 9:18 and he's late for work. At his job at Metacortex, a leading software company housed in an ominous high rise, Neo is berated by his boss for having a problem with authority, for thinking he's special. Neo listens to his boss, but his attention is on the persons cleaning the window of the office. Back at his bleak cubicle Neo receives a delivery as "Thomas Anderson." Upon opening the package he finds a cellphone which immediately rings. On the other end is Morpheus, who informs Neo that they've both run out of time and that "they" are coming for him. Morpheus tells him to slowly look up, toward the elevator. Agents Smith, Jones, and Brown are there, obviously looking for him, as a woman points towards Neo's cube. Morpheus tries to guide Neo out of the building but when he is instructed to get on a scaffolding and take it to the roof Neo rejects Morpheus's advice, allowing himself to be taken by the Agents. In an interrogation room the Agents confront Neo. They've had their eye on him for some time. He lives a dual existence: one life as Thomas A. Anderson, a software engineer for a Metacortex, the other life as Neo, a computer hacker "guilty of virtually every computer crime we have a law for." Agent Smith asks him to help them capture Morpheus, a dangerous terrorist, in exchange for amnesty. Neo gives them the finger and asks for his phone call. Mr. Smith asks what good is a phone call if he's unable to speak. Neo finds that his lips have fused together. Panicked, he is thrown on the interrogation table by the Agents and they implant a shrimp-like probe, a bug, in his stomach, entering through his belly-button. Neo awakens with a start in his own bed, assuming it has all been a bad dream. His phone rings and Morpheus is on the other line. He tells Neo that the line is tapped but they've underestimated his importance. Morpheus tells Neo he is the One and to meet him at the Adams St. bridge. There he is picked up by Trinity and two others in a car; they all wear black latex and leather. A woman in the front seat, Switch (Belinda McClory), pulls a gun on him and tells him to take off his shirt. Trinity tells him it's for their mutual protection and that he has to trust her. He takes off his shirt and she uses a device to remove the probe that Neo believed had been part of a nightmare. Trinity drops the bug out into the road where it slowly goes dark in the rain. Trinity takes Neo to Morpheus. Morpheus explains that he's been searching for Neo his entire life and asks if Neo feels like "Alice in Wonderland, falling down the rabbit hole." He explains to Neo that they exist in the Matrix, a false reality that has been constructed for humans to hide the truth. The truth is that everyone in the world is a slave, born into bondage. Morpheus holds out two pills. In his left palm is a blue pill. If Neo takes it he will wake up in his bed and "believe whatever you want to believe." But if he takes the red pill in Morpheus's right hand, then "you stay in Wonderland and I show you how deep the rabbit hole goes." Neo takes the red pill. As the rest of Morpheus's crew straps him into a chair, Neo is told that pill he took is part of a trace program, to "disrupt his input/output carrier signal" so that they can pinpoint him. Neo looks at a shattered mirror placed next to him which miraculously reforms itself. Neo touches the surface and the silver begins to creep over his skin, engulfing him as Morpheus's crew attempt to locate something on the monitors around them. The silver takes Neo over and he blacks out. He awakens inside a pinkish/purple embryonic pod, extending from the side of a circular building, a massive power plant. He is hairless and naked, with thick black tubes snaking down his throat, plugged into the back of his skull, his spine, and invading most of the rest of his body. He finds his pod is open and that he is surrounded by tower after tower of pods just like his, all filled with bodies. Suddenly a menacing, hovering nurse robot grabs him by the throat. The tubes detach and Neo is flushed down a tube into an underground pool of filthy water. Just as he's about to drown in the muck a hovercraft appears above him, snags him and hauls him into its cargo bay. Neo finds himself surrounded by Morpheus's crew again, but they are dressed differently, in simple knit garments. Just before Neo passes out Morpheus says to him, "Welcome to the real world." Neo drifts in and out of consciousness. At one point he asks, "Am I dead?" "Far from it," replies Morpheus. Again he wakes, his body a pincushion of acupuncture. "Why do my eyes hurt?" he asks. "You've never used them," Morpheus replies. Neo finally wakes, fully clothed, with a short shock of hair on his head. He removes a connector that is sunk deep into his arm and reaches to find the large socket at the back of his neck when Morpheus enters the room. "What is this place?" Neo asks. "The more important question is when," says Morpheus, "You believe it is the year 1999, when in fact it is closer to the year 2199." Morpheus goes on to say that they really don't know when it is. He gives Neo a tour of his ship, the Nebuchadnezzar (they pass a plaque stating it was built in 2069). Neo is introduced to Morpheus's crew including Trinity; Apoc (Julian Arahanga), a man with long, flowing black hair; Switch; Cypher (bald with a goatee); two brawny brothers, Tank (Marcus Chong) and Dozer (Anthony Ray Parker); and a young, thin man named Mouse (Matt Doran). Morpheus gets to the point. "You wanted to know about the Matrix," he says, ushering him to a chair. Neo sits down in it and Trinity straps him in. A long probe is inserted into the socket at the back of Neo's skull. Neo wakes in a world of all white. He is in the Construct, a "loading platform" that Morpheus and his team use to prepare newly freed humans to deal with the Matrix world. Gone are the sockets in Neo's arms and neck. He has hair again. Morpheus tells him that what he is experiencing of himself is the "residual self image, the mental projection of your digital self" and bids him to sit while he explains the truth. "This," he says, showing an image of a modern city, "is the world that you know." A thing that really exists "only as part of a neural, interactive simulation that we call the Matrix." Morpheus then shows Neo the world as it truly exists today, a scarred, desolate emptiness with charred, abandoned buildings, black earth, and a shrouded sky. Morpheus goes on to say that "at some point in the early 21st century all of mankind was united in celebration as we gave birth" to artificial intelligence, a "singular consciousness that birthed an entire race of machines." Someone started a war, and no one knows who, but it was known that it was mankind who blotted out the sky, attempting to deprive the machines of the solar power they required to function. Instead the machines turned to humans as a power source; Mopheus explains that a human's body provides "more electricity than a 120 volt battery and over 25k BTUs in body heat." Morpheus shows Neo fields where machines grow human beings, connecting them to their outlets, ensconcing them in their pods, and feeding them with the liquefied remains of other human beings. "The Matrix," says Morpheus, "is a computer-generated dreamworld created to keep us under control, to turn us..." into a mere power source, into coppertop batteries. Neo rejects this information so feverishly that he pulls himself out of the Construct. He is back in the chair on the hovercraft. He fights to free himself from this harsh reality, only to end up vomiting on the floor and passing out. When Neo wakes up in his bunk, Morpheus is beside him. "I can't go back, can I?" Neo asks. "No," says Morpheus. He apologizes to Neo for breaking a cardinal rule: after a certain age people aren't brought out of their simulacrum, but Morpheus explains he had to bring Neo out. When the Matrix was created there was a man born inside it who could create his own reality inside it. It was this man who set Morpheus and the others free. When he died, the Oracle (Gloria Foster) prophesied that he would return in another form. And that the return of the One would mean the destruction of the Matrix. As long as the Matrix exists, humanity will continue to live in complacency inside it and the world can never be free. "I did what I did because I believe that search is over," says Morpheus. The next day Neo starts his training. Tank is his operator. Tank and his brother Dozer are "100% pure old-fashioned, homegrown human. Born in the real world; a genuine child of Zion." Zion, Tank explains, is the last human city, buried deep in the earth, near the core, for warmth. Tank straps Neo back into the jack-in chair, by-passes some preliminary programs and loads him up with combat training, starting with Jiu Jitsu. When Tank hits "load" Neo is shocked by the force of the knowledge pouring into him. "I think he likes it," says Tank, "want some more?" "Hell yes," replies Neo. Neo is fed a series of martial arts techniques including Kempo, Tae Kwon Do, Drunken Boxing and Kung Fu. Morpheus and Tank are amazed at Neo's ability to ingest information, but Morpheus wants to test Neo. Morpheus and Neo stand in a sparring program. The program has rules, like gravity. But as in many computer programs, some rules can be bent while others can be broken. Morpheus bids Neo to hit him, if he can. They fight with Neo impressively attacking but Morpheus easily parrying and subduing him. The rest of the crew gathers around the monitors to watch the fight. Morpheus ends up kicking Neo into a beam, explaining to him that the reason he has beaten him has nothing to do with muscles or reality. They spar again. "What are you waiting for?" Morpheus asks him. "You're faster than this!" Neo finally brings a punch near his teacher's face. They can move on. A jump program is loaded. Both men now stand on one of several tall buildings in a normal city skyline. Morpheus tells Neo he must free his mind and leaps from one building to the next. Neo nervously tries to follow him and doesn't make the jump, falling to the pavement below. Neo wakes back in the Nebudchanezzar with blood in his mouth. "I thought it wasn't real," he says. "Your mind makes it real," replies Morpheus. "So, if you die in the Matrix, you die here?" "The body cannot live without the mind," says Morpheus, underlining the very real danger faced in the simulation. Later, Trinity brings Neo dinner. Outside his room, Cypher remarks that Trinity never brought him dinner. He asks Trinity why, if Morpheus thinks Neo is the One, he hasn't taken him to see the Oracle yet. Trinity says he'll take him when he's ready. Morpheus and Neo are walking down a standard city street in what appears to be the Matrix. Morpheus explains that the Matrix is a system and that the system is their enemy. All the people that inhabit it, the people they are trying to free, are part of that system. Some are so inert, so dependent upon the Matrix that they can never be free. Neo notices a stunning girl in a red dress. "Are you listening to me?" asks Morpheus. He asks Neo to look at the girl again. Neo turns to face Agent Smith, pointing a gun straight at his head. Morpheus stops the simulation, which has just been created to look like the Matrix. Neo asks what the Agents are. "Sentient programs," says Morpheus, that "can move in and out of any software hard-wired into their system, meaning that they can take over anyone in the Matrix program. "Inside the Matrix," Morpheus says, "They are everyone and they are no one." Thus Morpheus and his crew survive the Agents by running from them and hiding from the Agents even though they "are guarding all the doors. They are holding all the keys and sooner or later, someone is going to have to fight them." But no one who has ever stood up to an Agent has survived; all have died. Still, Morpheus is certain that because the Agents live in a world of rules that they can never be as strong, never be as fast as he can be. "What are you trying to tell me," asks Neo, "That I can dodge bullets?" "When you're ready," Morpheus says, "You won't have to." Just then Morpheus gets a phone call. "We've got trouble," Cypher says on the other line. The Nebuchadnezzar is on alert. They see the holographic image of a squiddy, a search and destroy sentinel, which is on their trail. They set the ship down in a huge sewer system and turn off the power. Tank stands at the ready switch of an EMP, electro-magnetic pulse, the only weapon man has against the machines in the real world. Two squiddies search for the ship -- the crew can see them -- but they move on. Neo startles Cypher, who is working at a computer console streaming with green code. Cypher offers Neo a drink and says that he knows what Neo is thinking, "Why, oh why didn't I take the blue pill?" Neo laughs but is unsettled. Cypher asks Neo if Morpheus has told him why he's here. Neo nods. "What a mind job," says Cypher, "so you're here to save the world." Cypher is now in a fancy restaurant with Agent Smith in the Matrix. Agent Smith asks if they have a deal. Cypher cuts up a juicy steak and ruminates that he knows the steak is merely the simulation telling his brain that it is delicious and juicy, but after nine years he has discovered that "ignorance is bliss." He strikes a deal for the machines to reinsert his body into a power plant, reinsert him into the Matrix, and he'll help the Agents. He wants to be rich and powerful, "an actor" maybe. Smith says he wants access codes to the mainframe in Zion. Cypher says he can't do that, but that he can get him the man who does, meaning Morpheus. Meanwhile, inside the Nebuchadnezzar's small dining room in the real world, the rest of the crew is trying to choke down the oatmeal-gruel that they have as sustenance. Mouse muses on the mistakes the machines may have made trying to get sensations right, like the taste of chicken. Since they didn't know what it tasted like they let everything taste like it. Morpheus interrupts the meal, announcing that he's taking Neo to see the Oracle. Morpheus, Trinity, Neo, Apoc, Switch, Mouse and Cypher are jacked into the Matrix. As they walk out of a warehouse Cypher secretly throws his cell phone into the garbage. On the car ride to the Oracle, Neo asks Trinity if she has seen the Oracle. Trinity says that she has but when she's asked just what she was told by the Oracle, she refuses to answer. The Oracle, Morpheus explains, has been with them since the beginning of the Resistance. She is the one who made the Prophecy of the One and that Morpheus would be the one to find him. She can help Neo find the path, he says. He enters the apartment of the Oracle. Inside are the other potentials: a mother figure and numerous children. One child levitates blocks, one reads Asian literature, another is playing chess. One bald child is bending spoons. He gives one spoon to Neo and says, "Do not try and bend the spoon, that's impossible. Instead, only try to realize the truth...that there is no spoon." Neo bends the spoon as he's called in to see the Oracle. The Oracle is baking cookies. She sizes Neo up and asks him whether he thinks he is the One. Neo admits that he does not know and the Oracle does not enlighten him. Neo smiles and the Oracle asks him what is funny. Neo admits that Morpheus had almost convinced him that he was the One. She accepts this and prophesies that Morpheus believes in Neo so much that he plans to sacrifice himself. She tells Neo that either he or Morpheus will die, and that Neo will have the power to choose which one it will be. She then offers him a cookie and promises him that he will feel fine as soon as he's done eating it. As the crew returns to their jack point, many floors up in an old hotel, Tank, in the control room, notices something odd. Meanwhile Neo, walking up the stairs, sees what appears to be the same cat cross a room twice. "Deja vu," he says, which gets the attention of Trinity and Morpheus. Deja vu, they explain to him, is a glitch in the Matrix; it happens when they reset the computer parameters. Outside, the phone line is cut. Mouse runs to a window which has now been bricked in. They are trapped. Mouse picks up two machine guns but he's no match for the police coming into the room. He's riddled with bullets. Back on the Nebuchadnezzar, the real Mouse spurts blood from his mouth and dies in the chair. More police and Agents stream into the bottom of the hotel. Morpheus has Tank find a layout of the building they're in, locating the main wet wall. The Agents arrive on the floor they're on, finding a coat that Cypher has left behind. They only find a hole in the bathroom wall. Meanwhile the crew is climbing down the plumbing of the wet wall. As the police approach Cypher sneezes, once more giving them away. The police open fire. The crew, including Neo, begin to fire back. An Agent takes over the body of one of the policemen, reaches into the wall, and grabs Neo by the neck. Morpheus, who is above Neo in the walls, breaks through the wall and lands on the agent, yelling to Trinity to get Neo out of the building. A fierce battle between Agent Smith and Morpheus ends with Morpheus face down on the tile. Agent Smith sends the police unit in to beat him with their batons. Cypher returns to the Nebuchadnezzar before Trinity, Neo, Switch and Apoc. As Tank attempts to bring the others back, Cypher attacks him from behind with an electronic weapon. Dozer attempts to tackle Cypher, but Cypher electrocutes him as well. Trinity attempts to call Tank but Cypher pulls the headset off of the smoking remains of Tank and answers. As Cypher talks to Trinity inside the Matrix he leans over the still form of Trinity in the hovercraft. Cypher recounts the things he hates about the real world, the war, the cold, the goop they have to eat, but most especially Morpheus and his beliefs. "He lied to us, Trinity." Cypher pulls the plug out of the back of Apoc's head, and Apoc falls down dead in the Matrix. Cypher then moves to Switch and as she protests "Not like this..." in the Matrix, Cypher kills her on the ship. She falls down dead before Trinity and Neo. Cypher moves on to Neo's supine form, saying that if Neo is the One, a miracle will prevent Cypher from killing him: "How can he be the One, if he's dead?" he asks. He continues badgering Trinity, asking her if she believes that Neo is the One. She says, "Yes." Cypher screams back "No!" but his reaction is incredulity at seeing Tank still alive, brandishing the weapon that Cypher had used on him. Tank fries Cypher with the electrical device. Tank brings Trinity back and she finds out that Dozer is dead. Meanwhile Agent Smith, a tray of torture instruments near him, marvels at the beauty of the Matrix as he gazes out at the city all around them. He informs Morpheus, who is tied to a chair, that the first Matrix was designed as a utopia, engineered to make everyone happy. "It was a disaster," says Agent Smith, people wouldn't accept the program and "entire crops were lost." "Some believed," continues Smith, "that we lacked the programming language to describe your perfect world. But I believe that, as a species, human beings define their reality through misery and suffering. The perfect world was a dream that your primitive cerebrum kept trying to wake up from. Which is why the Matrix was redesigned." Agent Smith compares humans to dinosaurs and that evolution is taking hold. Another Agent enters and relays that there may be a problem (as they now know that Cypher has failed). Back on the hovercraft the shuddering form of Morpheus betrays the torture he's being put through by the Agents in the Matrix. Tank realizes that they're trying to get the codes to the mainframes of Zion's computers; each ship's captain knows them. Because a breach of Zion's defenses would mean that the last remaining vestiges of mankind would be wiped out, Tank says their only choice is to unplug Morpheus, effectively killing him. Back in the Matrix, the Agents process their next move. If Cypher is dead, they deduce that the remaining humans on the ship will terminate Morpheus. They decide to stick to their original plan and to deploy the Sentinels. Tank is performing what amounts to last rites for Morpheus, laying one hand on his head as his other moves to the back of his skull to remove the jack. Just as he's about to pull it out Neo stops him. He realizes that the Oracle was right. He now has to make the choice to save himself or to save Morpheus; his choice is to head back into the Matrix. Trinity rejects the idea. Morpheus gave himself up so that Neo could be saved since he is the One. "I'm not the One, Trinity," Neo says, relaying his understanding of the discussion with the Oracle: she did not enlighten him as to whether he was the promised messiah. And, since Morpheus was willing to sacrifice himself, Neo knows that he must do that same. Tank calls it suicide; it's a military building with Agents inside. Neo says he only knows that he can bring Morpheus out. Trinity decides to come with him, reasoning with Neo that he will need her help and she's the ranking officer on the ship. "Tank," she says, "load us up!" Meanwhile Agent Smith continues to share his musings with a brutalized Morpheus. Because humans spread to an area, consume the natural resources and, to survive, must spread to another area, Smith says we are not mammals but viruses, the only other creature that acts that way. In the Construct, Neo and Trinity get armaments. "Neo," protests Trinity, "No one has ever done anything like this." "That's why it's going to work," he replies. Morpheus has yet to break and Smith asks the other Agents why the serum isn't working. "Maybe we're asking the wrong questions," responds one. To that Smith commands the other Agents to leave him alone with Morpheus. Smith removes his earphone and his glasses and confides that he hates the Matrix, "this zoo, this prison." Smith admits that he must get out of this "reality." He hates the stench. He's sure that some element of the humans will rub off on him and that Morpheus holds the key to his release. If there is no Zion there's no need for Smith to be in the Matrix. "You are going to tell me, or you are going to die." Downstairs, in the lobby, Trinity and Neo enter, heavily armed. They shoot their way past the guards and a group of soldiers and make their way into the elevator. Agents Brown and Jones enter the interrogation room to find Smith with his hands still fixed on Morpheus's head. Smith looks embarrassed and befuddled and the others tell him about the attack occurring downstairs. They realize that the humans are trying to save Morpheus. In the elevator, Trinity arms a bomb. They both climb through a hatch to the elevator roof, attaching a clamp to the elevator cable. Neo says "There is no spoon" before he severs the cable with a few shots. The counterweight drops, propelling Neo and Trinity upward. The elevator falls to the lobby exploding upon impact and filling the floor with flames. The Agents feel the rumble of the explosion and the sprinkers come on in the building. "Find them and destroy them!" Smith commands. On the roof, a helicopter pilot is calling "Mayday" as Trinity and Neo take out the soldiers there. Agent Brown takes over the pilot and appears behind Neo. Neo shoots several rounds at the Agent, who dodges them and pulls his own weapon. "Trinity," yells Neo, "Help!" But it's too late. The Agent begins to shoot. Instead of being shot, Neo dodges most of the bullets, though two of them nick him. As the Agent approaches Neo, who is lying on the ground, he levels a kill shot but Trinity shoots him before he can fire. Trinity marvels at how fast Neo has just moved; she's never seen anyone move that quickly. Tank downloads the ability to fly the helicopter to Trinity, who can now pilot the aircraft. Trinity brings the helicopter down to the floor that Morpheus is on and Neo opens fire on the three Agents. The Agents quickly fall and Morpheus is alone in the room. Just as quickly the Agents take over other soldiers stationed nearby. Morpheus breaks his bonds and begins to run to the helicopter. The Agents fire on him, hitting his leg. Morpheus leaps but Neo realizes that he is not going to make the leap and throws himself out of the helicopter, a safety harness attached. He catches Morpheus, but Agent Smith shoots the helicopter's hydraulic line. Unable to control the helicopter, Trinity miraculously gets it close enough to drop Morpheus and Neo on a rooftop. Neo grabs the safety line as the helicopter falls towards a building. Trinity severs the safety line connecting Neo to the helicopter and jumps on it herself as the vehicle smashes into the side of a building, causing a bizarre ripple in the fabric of the building's reality as it does. On the ship Tank says, "I knew it; he's the One." Neo hauls Trinity up to them. "Do you believe it now, Trinity?" asks Morpheus as he approaches the two. Neo tries to tell him that the Oracle told him the opposite but Morpheus says, "She told you exactly what you needed to hear." They call Tank, who tells them of an exit in a subway near them. The Agents arrive on the rooftop but find only the safety harness and line. Though Agent Smith is angered, the other two are satisfied. A trace has been completed in the real world and the Sentinels have been dispatched to attack the Nebuchadnezzar. In the subway, they quickly find the phone booth and Morpheus exits out of the Matrix. A wino watches this occur. On the rooftop Agent Smith locks in to their whereabouts through the wino and appropriates his body. Meanwhile, as the phone rings, providing Trinity's exit, she confides to Neo that everything that the Oracle has told her has come true, except for one thing. She doesn't say what that thing is and picks up the phone just as she sees the approaching Agent Smith. Smith shatters the ear piece of the phone; it's impossible for Neo to exit there now. Instead of running, which Trinity implores him to do as she looks on from the ship, Neo turns to face Smith. They empty their guns on each other, neither hitting the other. They then move into close combat, trading blows. Neo sweeps Agent Smith's head, breaking his glasses. "I'm going to enjoy watching you die, Mr. Anderson," says Smith. They trade some thunderous blows with Smith hitting Neo so hard he spits up blood in the Matrix and in the chair aboard the ship. "He's killing him," says Trinity. Neo gets back up, sets himself and beckons Smith to start again. This time it's Neo who delivers devastating blow after blow. But Smith counters, throwing Neo into a wall then pummeling him with body blows. A wind from the tunnel signals that a subway train is approaching and Smith has a wicked notion. He throws Neo into the subway tracks then drops down there himself. He puts Neo in a headlock and, in the glow of the oncoming subway says, "You hear that, Mr. Anderson? That is the sound of inevitability. It is the sound of your death. Good-bye, Mr. Anderson." "My name," he replies, "is Neo." Then, with a mighty leap, Neo propels them to the ceiling of the tunnel. They fall back down and Neo backflips off the tracks, leaving Agent Smith to the oncoming train. Neo heads for the stairs, but Smith has already appropriated another body and emerges from the doors of the train. Meanwhile the Sentinels have arrived to attack the Nebuchadnezzar; there are five of them and they are closing fast. Morpheus tells Tank to charge the EMP. Trinity reminds Morpheus that they can't use the EMP while Neo is in the Matrix. "I know, Trinity, don't worry," says Morpheus, "He's going to make it." Back in the streets of the Matrix, Neo swipes a cell phone from a nearby suit. He calls Tank: "Mr. Wizard, get me the hell out of here." He races through a crowded market while Agents appropriate bodies right and left. They force Neo down a dark alley. He kicks in a door and rushes through an apartment complex where the Agents appropriate more bodies, including that of a sweet little old lady who throws a knife at Neo as Agent Smith. Neo leaps down into a pile of garbage with the Agents in hot pursuit. On the Nebuchadnezzar the Sentinels have arrived. They begin to tear the ship apart. In the Matrix, Neo arrives back at the Heart O' the City Hotel. Tank tells him to go to room 303. The Agents are literally at his heels. The Sentinels breach the hull of the ship. They are inside. Trinity, standing next to Neo's body in the chair, begs him to hurry. Neo reaches room 303 and enters. He's immediately shot, point blank in the gut, by Agent Smith. Smith empties his magazine into Neo's body. Neo slumps to the floor, dead. On the ship Neo's vital signs drop to nothing. "It can't be," says Morpheus. Agent Smith instructs the others to check Neo. "He's gone," one replies. "Good-bye, Mr. Anderson," says Smith. The Sentinels' lasers are beginning to cut through the major parts of the hovercraft. Trinity leans over his dead body. "Neo," she says, "I'm not afraid anymore. The Oracle told me that I would fall in love and that that man... the man that I loved would be the One. So you see, you can't be dead. You can't be... because I love you. You hear me? I love you." She kisses him. In the chair Neo suddenly breathes. In the Matrix, Neo opens his eyes. "Now get up," orders Trinity. The Agents hear Neo rise behind them and they open fire. "No," Neo says calmly, raising his hands. He stops their bullets in mid-air. They drop harmlessly to the floor. "What's happening?" asks Tank. "He is the One," says Morpheus. Back in the Matrix, Neo can see things for what they really are, green cascading code. Agent Smith is furious. He runs to Neo and attacks him. Neo blocks Smith's blows effortlessly before he sends Smith flying with one well-placed kick. Neo then leaps into Smith's body and appropriates him. Smith's shell explodes in a sea of code and Neo is all that is left, the walls buckling in waves as they did when the helicopter crashed. Agents Brown and Jones look at one another and run away. The Sentinels are now fully in the ship. They are right above Trinity and Morpheus. Back in the Matrix Neo sprints to the ringing phone in the room. Morpheus has no choice but to engage the EMP. He does and the Sentinels fall inert to the floor. Neo has made it back. He kisses Trinity. The screen is black. A command prompt appears: "Call trans opt: received. 9-18-99 14:32:21 REC: Log>" then "Carrier anomaly" "Trace program: running" As the grid of numbers appears again a warning appears "System Failure." Over it all is Neo's voice: "I know you're out there. I can feel you now. I know that you're afraid... you're afraid of us. You're afraid of change. I don't know the future. I didn't come here to tell you how this is going to end. I came here to tell you how it's going to begin. I'm going to hang up this phone, and then I'm going to show these people what you don't want them to see. I'm going to show them a world without you. A world without rules and controls, without borders or boundaries. A world where anything is possible. Where we go from there is a choice I leave to you." In the Matrix world, Neo hangs up the phone. He looks at the mindless masses around him, puts on his glasses and then looks up. From high above the city we see him take flight. The story is picked up in The Matrix Reloaded, the second of three Matrix movies.

A young man, exhausted and delirious, washes up on a beach, looking up momentarily to see two young children (Claire Geare and Magnus Nolan) playing in the sand before he passes out. An armed guard (Tohoru Masamune) discovers him and has him brought to a large, seaside palace where the proprietor, an elderly Japanese man, is told of the stranger's arrival. The only objects found on him were a handgun and a brass top. The old man allows the stranger entry. He is dragged in and given some food which he struggles to eat as the old man picks up the brass top and says, "You remind me of someone...a man I met in a half remembered dream. He was possessed of some radical notions." The stranger looks up in realization as the scene shifts... Dom Cobb (Leonardo DiCaprio) and his partner, Arthur (Joseph Gordon-Levitt), speak to a prospective client, Saito (Ken Watanabe), in an eerily similar dining room about the services they provide; specifically protection against thieves specialized in extracting valuable information from a subject while they're dreaming. Cobb explains that, when one is asleep, one's mind is vulnerable to attack and what he can do is train Saito's mind to subconsciously defend against extractors to protect whatever secrets he may be hiding. He backs up his claim by revealing that he is the most skilled extractor there is and knows all the tricks involved. Appearing skeptical, Saito stands to leave, telling Cobb he will consider his proposition, and exits the room to join a small party in the main hall. Arthur casts Cobb a glance, saying, He knows as the room begins to shake. They walk to an outside balcony where other partygoers mingle and Arthur points to a woman nearby, asking Cobb what she's doing here. Cobb assures him that he'll take care of it and to proceed with the job. He knows where Saito's secrets are; he glanced over at a safe the minute Cobb mentioned the word. Cobb approaches the woman who asks if he misses her. He responds that he does but can't trust her anymore. They retreat to a private room where Cobb ties a rope to the leg of a chair and tosses the end out of the window. He tells the woman, Mal (Marion Cotillard), to take a seat as she asks him if the children miss her. Cobb pauses a moment before saying, "I can't imagine." He then repels out the window to a ledge below, nearly falling when Mal leaves her seat. He breaks into the room below and accesses the safe, swapping out the manila folder inside for another, as the lights in the room turn on. He turns with his gun out to see Mal aiming a gun at him and standing beside Saito and a guard holding Arthur. Cobb asks Saito if 'she told him' as he slides his gun across the table. Saito responds, "That you are here to steal from me, or that we are actually asleep?" This proves true: the three of them are hooked up to a PASIV (Portable Automated Somnacin IntraVenous) device which feeds them the sleep drug Somnacin, keeping them all asleep and allowing dream-sharing. They are watched over by Nash (Lukas Haas), another of Cobb's partners. He checks Saito, sleeping on a bed, before going into another room to check on Arthur and Cobb, both asleep in chairs. Cobb's chair sits above a tub full of water. Explosions and shouts outside get closer as a mob of rioters moves down the street. Inside the dream, Mal holds her gun to Arthur's head but Cobb tells her the threat is empty, as he hands the manila folder over to Saito, since shooting him will only wake him up. Mal smiles in agreement but says that pain is only in the mind and perceived as real as she shoots Arthur in the knee, causing him to cry out. Cobb dives across the table and retrieves his gun before shooting Arthur in the head. He then dashes out of the room under gunfire from Saito's guards. Arthur wakes up and instructs Nash that things are falling apart but Cobb still has time to finish the job before he checks on the still sleeping Saito. Saito frantically opens the manila folder as the dream begins to collapse and shouts in anger as he finds blank pages inside. Cobb manages to hide away for a moment to look at the contents of the real folder which he'd hidden in his jacket, gazing over the confidential files as the building crumbles around him. Saito is crushed by debris and wakes up in the apartment, unseen to Arthur as he reaches under his pillow. Arthur tells Nash to wake Cobb by giving him the kick. Nash pushes Cobb backwards into the tub and, as he hits the water, Cobb's dream is flooded with massive waves cascading through the windows before he wakes up. Saito, having reached under his pillow for his gun, grabs Arthur but is subdued by Cobb who tells him that not all the information he needed was in the file he stole. Saito laughs and claims that all the information he had was in the file because he knew of Cobb's ruse all along. He allowed Cobb and Arthur into his mind as part of an audition which they failed, saying that 'your deception was obvious.' Asserting that his employer, Cobol Engineering, won't accept failure, Cobb throws Saito on the floor and demands that he tell them what they need to know about his expansion project. With his face pressed into the carpet, Saito begins to laugh again and reveals that he is familiar with the material of the carpet; it is supposed to be made of wool instead of polyester. Thus, he comes to the conclusion that he is still sleeping. Sure enough, Saito, Arthur, Nash, and Cobb are all asleep in the car of a train, watched over by a young man named Tadashi (Tai-Li Lee) who monitors the time remaining on the PASIV device. He places headphones over Nash's ears and plays music as a cue that their time is running out. The music plays faintly within the dream but enough that Nash can hear it. As the rioting mob outside draws nearer, Saito commends Cobb on creating a dream within a dream but becomes confused at his inability to control this dream. Nash reveals that they're not in Saito's dream...they're in his. The mob breaks through the door, attacking everyone in the room, and Arthur, Nash, and Cobb wake up on the train. Cobb berates Nash, the architect of the dream, for designing the carpet wrong and throws Tadashi a wad of money before leaving, telling them 'every man for himself'. Saito wakes up moments later to find himself alone in the car, save for Tadashi who's resumed a casual pose, but smiles wryly to himself. In his apartment, Cobb spins his brass top and takes his gun, pointing it at his temple as the top spins. When it falls, he breathes a sigh of relief and puts the gun down. His phone rings and he picks it up to hear his two children, James and Phillipa (Johnathan Geare and Taylor Geare), on the other line with their grandmother. They ask when he's coming home and he responds that he can't because of work. When James asks if their mother is with him - an image of Mal crosses his mind - Cobb pauses and tells him that 'mommy's not here anymore'. He tells them to behave and that he'll send presents with grandpa before their grandmother hangs up. Arthur knocks on the door and tells Cobb their ride is on the roof. Cobb decides to fly to Buenos Aires to lie low in lieu of their failed job for Cobol while Arthur says he's returning 'stateside'. Cobb asks him to send his regards as they open the door to the helicopter and see Nash, beaten and bruised, and Saito waiting for them. Apparently, Nash had tried to sell out Cobb and Arthur for his own safety but Saito has other interests. He offers Cobb a job performing 'inception' for him, something Arthur claims is impossible. Cobb, however, says that it's not impossible but extremely difficult since it involves planting an idea in someone's mind rather than extracting one. He turns away, insisting that he'll find a way to resolve relations with Cobol himself but Saito then asks him if he wants to go home to his children in America. He promises Cobb that, if he succeeds, all he will need to do is make a phone call and the charges keeping Cobb out of the country will be dropped. Desperate, and to Arthur's exasperation, Cobb accepts. They board the helicopter with Saito while two thugs carry Nash away to an uncertain fate. En route, Arthur explains to Saito the nature of inception, telling him that simply planting an idea in someone's head does not guarantee that the idea will take. The subject may very well discover that the idea is not theirs and reject it. True inspiration, Arthur claims, is impossible, despite Cobb's thoughts otherwise. Saito shares with them his reasoning for the job; he needs the CEO of a competing energy conglomerate to split up his father's company, ensuring Saito's own Proclus Global complete domination over the energy production industry. Despite the daunting task, Cobb agrees to perform the job. Saito drops them off at the airport and advises Cobb to choose his team wisely. Cobb travels to Paris where he meets up with his father-in-law, Miles (Michael Caine), a professor at a university and the one who taught Cobb and Mal about dream-sharing and designing dreams. Cobb asks for an architect, one as good as he, and Miles points him to someone better. He introduces Cobb to a graduate student of his, Ariadne (Ellen Page) who is immediately put to the test by Cobb to design a maze that takes one minute to create and two to solve. After impressing Cobb with her skills, he tells her more about his line of work and what is required of her. Her job as architect will be to design dreams and create virtual mazes for the dreamers subconscious to inhabit while allowing Cobb and his team to work. As they talk outside a café, Cobb attempts to make Ariadne aware that they are actually in a dream. The realization causes Ariadne to panic and the dream violently collapses. When they awake, Ariadne finds they are in Cobb's warehouse workshop where Arthur is monitoring them. Ariadne shows surprise when Arthur says they'd been under only five minutes when it felt like hours. Cobb explains that the mind functions faster in a dream, so time moves slower. They go under again and Ariadne is given the opportunity to creatively alter the physics of the dream. Her architectural wonders cause the people in the dream - projections of Cobb's subconscious - to search for the intruder - Ariadne - like white blood cells drawn to a virus. When Ariadne makes the mistake of creating a bridge from her memories, Cobb recognizes it and his subconscious reacts as a mob, separating Ariadne from Cobb until Mal appears and stabs her. She wakes up and Cobb rushes to the restroom while Arthur explains that Cobb's subconscious became aware of her as an invasive being and she was unable to wake up right away because there was still time on the clock. The only way for her to wake up was if she died. Cobb takes out his top and spins it, sighing as it topples over. Ariadne leaves the warehouse, angry and refusing to open her mind to Cobb if his subconscious is as tormented as it seems. Cobb returns to the room and assures Arthur that she'll be back but he needs to make a trip to Mombasa to recruit an old friend to the team. He finds Eames (Tom Hardy) gambling at a bar and offers him a place on his team as a forger/imitator. Eames agrees before telling Cobb he's being tailed, pointing to two men at the bar. Cobb recognizes them as Cobol thugs who must be aiming to collect the bounty on his head for the botched Saito job. Eames creates a distraction while Cobb escapes, leading the thugs on a chaotic chase through the city streets. At the last moment, Saito pulls up in a limousine and picks up first Cobb, then Eames. He explains that he's been tracing Cobb to protect his investment. Eames takes them to a local chemist he knows who experiments with Somnacin and who might be an asset to their team. Yusuf (Dileep Rao) listens as Cobb explains that his job may require the use of a three-layered dream. Yusuf says that this would be otherwise impossible, due to the instability of dreams the further down you go, if not for a special solution he's concocted with a powerful sedative. To show its effectiveness, Yusuf takes them downstairs where they see dozens of men sleeping under the watch of an old man (Earl Cameron). He tells Cobb that these men come here to 'wake up'; dreaming has become their reality. With the aid of the sedative, their sleep is deep and stable and they are able to dream for what feels to them like years. Cobb tries the sedative himself and is impressed with its affects, though shaken after waking from a vivid dream with Mal. He convinces Yusuf to join his team. Meanwhile, Ariadne returns to the workshop where she tells Arthur that she meant to stay away but couldn't resist the pure creation involved in architectural dreaming. Arthur takes her into a dream and introduces the notion of creating paradoxes, such as the Penrose steps. He also reveals that Mal was Cobb's wife and has since passed away. Despite Mal's malevolent nature within the dreams - her existence now only as a projection of Cobb's - Arthur tells Ariadne she was lovely in real life. The team bands together and decides that they will create a three-level dream with the third level containing the planted idea. The target in mind is Robert Fischer (Cillian Murphy), the CEO and heir of Fischer Morrow, whose father, Maurice (Pete Postlethwaite), is slowly decaying with illness. Eames targets Robert's godfather and business partner, Peter Browning (Tom Berenger), to get a better grasp on the father-son dynamic and to use his imitation skills at their best. The team decides that, in order to get Robert to split up his father's company and because of their complicated relationship, a positive idea will trump a negative one; 'my father wants me to be my own man.' Saito oversees most of the plans and, because he wants full verification of any success or failure, decides that he will accompany the team into the dreams as a 'tourist'. As the team prepares over the next few weeks, Arthur shows Ariadne the significance of 'totems'; small, personal objects that enables a person to differentiate between dreams and reality. Cobb's totem is his top, which topples over in the real world and keeps spinning in a dream. Arthur's is a loaded die and he instructs Ariadne to create one for herself that only she can touch to ensure its validity. She creates a semi-hollowed bishop chess piece as her totem. Wanting as much time as possible to complete the job, the team decides, with Saito's help, that they will perform the job on a Boeing 747 during an international flight from Europe to Los Angeles, a 10 hour flight. This will give them a week in the first stage of the dreams. Saito reveals that he's bought the entire airline, making the job neater and without having to buy out certain sections of the plane for access. One evening, after a day of formulating plans, Ariadne finds Cobb dreaming alone in the workshop. Curious, she hooks herself up to his machine and finds herself descending in an elevator. She sees Cobb sitting in a living room with Mal who quickly detects Ariadne's presence. Cobb gets up and joins Ariadne in the elevator, leading her through some of the levels that Ariadne discovers are each specific memories; something he originally told her never to do. Horrified after seeing Cobb's torment over leaving home without saying farewell to his children, Ariadne takes the elevator alone to the last level where she sees a hotel room, the contents of which are strewn on the floor. She steps on some broken glass and Mal looks up from the couch, asking what she's doing here. Ariadne tries to explain that she just wants to understand but Mal becomes defensive and picks up a shard of glass. Cobb arrives and takes Ariadne back to the elevator as Mal rushes forward, shouting at Cobb that he didn't keep his promise. Ariadne and Cobb exit the dream and Cobb explains that the reason he can't go home is because of Mal's death, because it was thought that he killed her. He thanks Ariadne when she doesn't ask him if he did or not but she does warn him that he's mistaken if he thinks he can cage Mal like that. He needs to release his guilt over her death. Ariadne convinces Cobb to allow her to go with the team into the dreams because he needs someone who understands what he's going through. At that moment, Saito and Arthur arrive and announce that Maurice Fischer has died and Robert will be accompanying the body to the States in a few days. The team boards the flight and sits with Robert in a sectioned-off first class cabin. Cobb returns Robert's passport, pick-pocketed by Arthur, as a conversation starter and then drugs his water before proposing a toast in his father's honor. Within moments, Robert is asleep and the paid-off flight attendant (Miranda Nolan) assists setting up and activating the PASIV device. All together, the team descends into, first, Yusuf's dream. It is raining heavily in New York City as members of the team are picked up. Arthur and Saito commandeer a taxi, pick up Robert and Eames and then Yusuf as Saito holds a gun to Robert as part of the kidnap ruse. Cobb and Ariadne follow in a separate car until a train suddenly barges down the middle of the street, hitting their car and temporarily stalling them. Gunfire then opens on the taxi and the team is forced to take immediate evasive maneuvers, hiding out in a warehouse where its discovered that Saito has been shot in the chest. Robert is taken into another room while Saito is laid on a table. Before Eames can shoot him to end his misery and wake him up, Cobb stops him and explains that, due to the sedatives they've taken, they won't wake up if they die. Instead, they'll be sent to limbo; a shared dream-state of raw subconscious where time is practically non-existent. The team is angered by this, wondering why they've taken such a risk, as they contemplate what to do about the armed forces closing in on their location. They find out that Robert's subconscious has been trained to fight against extraction and the projections attacking them are part of that defense. With Saito's condition deteriorating and unable to wait much longer due to the approaching defense projections, the team decides they need to complete the job as quickly as possible. Ariadne confronts Cobb about the control he has over his own subconscious and he confesses that he can't keep Mal out of his head. He tells her that they had been experimenting with dream states and wanted to see how far down they could go into their subconscious. They wound up in limbo together, unable to leave because of the time remaining on their PASIV clock. They recreated their lives, spending years worth of building. After so long, they began to perceive limbo as their reality. After something like 50 years, Cobb and Mal killed themselves on train tracks to bring them back to reality. Despite returning to the real world, Mal continued to believe that she was still dreaming and believed that dying was the only way to 'wake up', but she refused to leave without Cobb; she loved him too much. On their wedding anniversary, Cobb went to the hotel room they always stayed in to find it trashed and the window open. Outside, on an opposite ledge, sat Mal who revealed to Cobb that she filed a letter to their attorney expressing a fear for her life, effectively framing him in the event of her death and forcing him no other way than to join her. Cobb refuses to jump and attempts to bring Mal to her senses, but she ignores him and jumps to her death. Since she declared herself legally sane by three psychiatrists, Cobb's case for his innocence is overruled by the outstanding evidence against him. With no other choice, Cobb leaves his children behind with their grandmother and flees the country. Ariadne tries to convince Cobb that Mal's death was not his fault and that he needs to focus on the mission. Eames prepares himself as an impersonation of Browning while Cobb and Arthur interrogate Robert, demanding to know the combination to his father's safe. They pressure Robert by using 'Browning' as leverage. Eames shouts from another room as if being beaten before he is brought into the room with Robert to try and get him to remember. He tells Robert that the safe contains an alternate version of his father's will, one that will dissolve the company if Robert chooses so. 'Browning' tells Robert that his father loved him and wanted him to build something of his own. As Robert's defenses close in on the warehouse, Robert reveals that one word he could decipher out of his father's last words was 'disappointed', convincing him that his father didn't love him. With the warehouse in danger of being infiltrated, the team pressure Robert once again for a combination. He tells them a series of random numbers that come to mind before they load him into a van and drug him to sleep. They all get in and prepare to enter the second level of the dream while Yusuf drives the van away from the pursuing projections. In Arthur's dream, Cobb resolves to use 'Mr. Charles', a method in which he introduces the subject to the fact that he's dreaming in order to garner trust. He meets Robert at a bar and tells him that he is there to protect him and someone is trying to access his mind. He convinces Robert that he's dreaming by introducing the strangeness of their surroundings and calms Robert to control them. He helps Robert remember that he's been kidnapped and leads him to a hotel room (the first few numbers of which match the first digits Robert thought of for the combination) where the rest of the team regroups. Saito is in better health in this level of the dream, but soon begins coughing. Robert's projection of Browning arrives and he confesses that he was the one behind the kidnapping; he couldn't allow Robert to access the safe and destroy everything that his father built. Cobb suggests to Robert that they enter Browning's dreams to figure out what was really in the safe so that Robert can decide for himself. Robert agrees, now unknowingly assisting in his own inception and the team is hooked up again, this time with Arthur remaining behind to watch over them and administer a synchronized kick when its time. As the team goes into the third dream, in actuality Robert's, Arthur is forced to fight off more of Robert's defensive projections while in the first dream Yusuf continues to drive the van. The third dream is set in snow covered mountains where Robert's safe is heavily guarded in a mountainside fort. The team splits up to draw the guards away. Cobb goes with Ariadne, Eames travels alone to ward off the guards, and Robert and Saito begin ascending a mountainside to access a blind side of the fort. Meanwhile, Yusuf momentarily loses control of the van and it tumbles down an incline, the tumbling effect translates into Arthur's dream as he fights off Robert's projections, the environment around him spinning as gravity reverses and then rights itself. As Yusuf continues driving, he becomes cornered on an elevated bridge with one car full of projections stuck with him. Yusuf plays music through Arthur's headphones to warn him of the incoming kick before driving backwards off the bridge. Upon impact, the force sends Arthur in his dream flying and, as the van plummets in mid air, there is a loss of gravity in Arthur's dream. The impact also translates into the third level of the dream. Saito and Robert look up the mountainside and are forced to cut their lines as an avalanche sweeps down upon them. Cobb realizes they've missed the first kick, but they still have time for the second one when the van hits the water off the bridge. Van drives off the bridge: 10 seconds left to impact. Dream 2: 3 minutes to synchronize the kick. Arthur struggles with a way to do this without gravity. Dream 3: 60 minutes left. With little time left, Cobb demands to know if there is another way into the fort and Ariadne relents into telling him of a secret underground entrance that Robert and Saito can access. Cobb send them there, all while Saito's condition deteriorates. They finally enter the main room where the safe is located while Cobb and Ariadne watch from a snipers angle. Succumbing to his injuries, Saito is left to lay down, coughing blood as Robert continues forward. However, as Robert comes into Cobb's view, so does another person. Mal drops in from the ceiling and shoots Robert down before Cobb comes to his senses and shoots her. Eames is ordered to the room as Cobb and Ariadne rush to the site. Finding Robert dead, Cobb labels the mission a failure, since the only other place where Robert has gone is limbo. Ariadne, however, convinces him that, if they go into limbo, they'll have enough time to find Robert and bring him back. Eames agrees to use a defibrillator to jump start Roberts heart to help while Cobb and Ariadne go under. Meanwhile, in dream level 2, Arthur devises a unique plan. He uses phone wires to tie the team together and brings them into the elevator. He lines the outside of the car with explosives, timing down till the kick with the intention of using explosive force to create gravity and instigating a kick. In limbo, Cobb and Ariadne tour the deteriorating world that he and Mal once built. They see old homes and buildings before they find the one where Cobb knows Mal must be. If they find Mal, they'll find Robert because Mal will want to use something Cobb wants to bring him to her. Sure enough, they enter the apartment and Mal is waiting for them. She tries, again, to convince Cobb that his place is with her in their real home with their children but Cobb reveals a terrible truth, the reason why Mal believed that her dreams were real. While they were in limbo, Mal had stored away a truth that she didn't want to believe anymore; her totem, placed within her safe, lying on its side, immobile; telling her that her dream, her limbo, was reality. In an effort to save her mind, Cobb broke into her safe and spun the top to convince her that this world was not real. However, he did not know that, once they really woke up, she would continue to believe that. This was how he knew inception would work; because he performed it on Mal first and his guilt over her subsequent death has been plaguing him ever since. He tells Mal that he will stay with her in limbo if she tells him where Robert is and she reveals he's on the porch. Ariadne finds him there and pushes him off as an improvised kick. Robert comes back to life in dream level 3 with Eames' aid and opens his own safe, finding within an image of his bed-stricken father muttering his last word. Robert acknowledges that his father was disappointed that he couldn't be him, but Maurice says, "No...no. I was disappointed that you tried." Maurice then points to a cabinet where Robert finds the will...and a paper fan his father made for him once as a child. Tearfully, Robert looks up to see his father has passed and breaks down as the van hits the water. Dream 2, Arthur hits the detonator and the explosives force the elevator down, creating artificial gravity on the team. Dream 3, a series of explosions set by Eames rock the fort, collapsing the main floor. In limbo, the synchronization of kicks pulls on Ariadne and she calls for Cobb to join her. Cobb says that he will stay in limbo, but not with Mal. By this time, Saito has died and joined limbo as well. Cobb must find him but promises to return. Ariadne leaps off the side of the building and rides the kicks back to dream 1. In the van, Robert wakes up and escapes the submerged van with 'Browning'. Arthur and Ariadne share an oxygen tank with Yusuf before they escape the van, leaving Cobb. Robert and 'Browning' make it to shore where Robert reveals that his father really did want him to be his own man and that he's going to do just that and liquidate his father's company. Knowing the mission is a success, Eames drops the Browning mask. In limbo, Cobb washes ashore where the armed guard finds him. He is brought to the seaside palace where the elderly Japanese man recognizes his brass top. Cobb recalls what he was there to do and calls to Saito, asking him to come back with him and honor their arrangement. The elderly Saito reaches for Cobb's gun. Cobb wakes up on the airplane and looks around, startled, to see Arthur and Ariadne smiling at him. He looks at the now awake Saito who remembers, picking up his phone and dials. The plane lands in Los Angeles and Cobb nervously moves through customs where security checks his passport, but allows him passage through, welcoming him home. Cobb walks past the rest of the team and Robert, who pauses a moment as if recalling a half-remembered dream. Ahead of him, Cobb sees Miles calling him over. They drive home together where Cobb hesitates before taking out his brass top. He spins it on the table in the kitchen as his children appear at the back door. He runs to them, elated to see their faces again as the top continues to spin, wobbles a bit...and the screen turns to black.

The Walt Disney Pictures logo and the movie title appear to the Norwegian song "Vuelie". In a winter landscape, ice harvesters use saws and hooks to cut blocks of ice from a lake, chanting as they work about how ice is a powerful force that's both beautiful and dangerous ("Frozen Heart"). They load the ice blocks onto their sled and ride off. A young eight year old boy named Kristoff (Jonathan Groff) works alongside them (not very expertly), accompanied by his reindeer Sven (sounds: also Jonathan Groff). They try to imitate the ice harvesters with a single cubical block of ice and a small child's sled, and follow them away as the Northern Lights fill the night sky. The camera follows the Northern Lights through the sky, before panning down on a stave castle, located on the shores of a Scandinavian fjord, ringed in by cliffs. That night, Princess Elsa of Arendelle (Eva Bella) is fast asleep when her five year old sister Princess Anna (Livvy Stubenrauch) tries to wake her up, wanting Elsa to play with her. Elsa playfully brushes Anna off, until Anna asks, "do you wanna build a snowman?" to which Elsa delightfully agrees. Fully awake, the two sisters run downstairs to the ballroom. At Anna's urging, Elsa waves her hands, conjuring up a snow crystal, which she then shoots into the air. It explodes, raining snow down on them. To enhance the winter playground, she then stomps her foot, covering the entire floor with ice. They create a snowman that she nicknames Olaf, who likes warm hugs. The girls play gleefully with Olaf until Anna makes a leap Elsa wasn't prepared for and the blast of power meant to create a pile of snow hits Anna in the head, knocking her out and turning several strands of her hair white. Their parents, King Agdar and Queen Idun rush in, responding to Elsa's cries of anguish. They check on Anna and find her cold to the touch. Agdar and his wife hastily load both girls onto their horses and ride at full speed into the mountains. As the royal family gallops through the forests at full speed, they pass by Kristoff, who is still being dragged on his sled by Sven. He becomes curious about the fact that one of the horses is leaving behind a trail of ice, in the middle of the summer. Kristoff and Sven follow the ice trail to an empty clearing that appears to only be populated by a large assortment of moss-covered boulders. From the edge of the clearing, Kristoff watches as Agdar asks the motionless boulders to help him. Seconds later, all the boulders roll into a large circle around Agdar, Idun, Elsa, and the unconscious Anna. The rocks uncurl, revealing themselves to be trolls. The "boulder" Kristoff and Sven are watching the event from behind is another rock troll named Bulda, who immediately decides to adopt the visitors after Sven licks her. Grand Pabbie (Ciarán Hinds), the leader of the trolls, shows up and asks Agdar if Elsa was born or cursed with her abilities. He observes that Anna is lucky she was hit in the head, as a hit to the heart would have been fatal. He advises the family that it might be best if Elsa doesn't use her powers around Anna. He alters Anna's memories so she has no knowledge of her sister's powers, remembering only the fun they've had (for instance, Anna will remember her indoor castle ice rink as a mundane winter day). Grand Pabbie warns Elsa that her powers will grow, and although they are beautiful, they will be a great risk to her if she cannot learn to control them, as fear will be her greatest enemy. So Agdar and Idun take measures into their own hands based on what Grand Pabbie has told them. The palace is closed to most visitors. Staffing is reduced to a minimum. Anna and Elsa are separated, and having no memory of what has occurred, Anna is unable to comprehend why Elsa is not allowed to play with her. She often comes to Elsa's closed door and tries to coax her out by asking her if she wants to build a snowman ("Do You Want to Build a Snowman?"). As a further precaution, the sisters are also kept from leaving the castle. While Anna's life is dull but normal, Elsa's powers grow stronger as she matures. Her father cautions her to wear gloves to keep her icy magic in check, and to conceal her feelings, because strong emotions seem to cause her powers to manifest in unexpected ways. Ten years after the accident, the now teenaged princesses become orphans when their parents' ship capsizes in a storm, drowning them. After the burial, Anna goes again to Elsa's door, pleading for consolation from her only remaining family member. But Elsa, though she sits sadly on the the other side of the door, refuses to communicate with Anna. Three Years Later: Elsa (now voiced by Idina Menzel) is now 21 years old, comes of age, and the castle prepares to crown her as the kingdom's queen. Dignitaries from around Europe are coming to visit, including the Duke of Weselton (Alan Tudyk), who wants to run Arendelle's profits dry. Elsa is nervous about emerging from her seclusion and receiving the many guests. When Elsa gives the order to open the castle gates, Anna (now voiced by Kristen Bell) eagerly rushes out into the city ("For the First Time In Forever"). As Anna strolls out onto the streets, she crashes into a horse belonging to a charming and handsome visitor, and falls into a rowboat. The visitor apologizes and introduces himself as Prince Hans of the Southern Isles (Santino Fontana), in town for Elsa's coronation. Though Anna is angered at first by Hans's clumsiness (after inadvertently falling on top of her in the rowboat due to said rowboat teetering on the side of a dock and being balanced only by a leg from Hans's horse), she seems smitten by him once she has a real good look at him. Anna runs off when she hears the church bells. Elsa remains nervous during the coronation ceremony. The bishop (Robert Pine) has to remind her to remove her gloves before she takes up her golden orb and scepter. Holding them, she turns to face the congregation, but almost immediately panics when she sees the gold of the orb starting to frost while the bishop is bestowing her authority on her. She returns the orb and scepter hurriedly to the bishop and puts her gloves back on. At the coronation reception a couple hours later, Kai introduces Elsa and Anna to the crowd. Anna's first friendly interaction with Elsa in years brings quite the delightful feeling to Anna, flustered at first, as well as seeing Elsa so happy instead of serious and preserved boosts Anna's confidence, prompting her to continue on with the conversation. They're interrupted afterwards by Kai introducing to them the Duke of Weselton. The Duke is a buffoon (to the point that a running gag throughout the movie is people calling his homeplace "Weasel Town"), but an important trading partner. Elsa politely declines his offer to dance with her, but instead playfully volunteers Anna, much to the Duke's delight nonetheless, and the two head off into a comical dance scene. Elsa can't resist chuckling seeing Anna get innocently flustered by the Duke's over-the-top (and incredibly terrible) dancing skills. This causes Anna to feel just as whimsical about the entire matter, for seeing Elsa in such a state hasn't been a sight for years. Anna returns by Elsa's side afterwards, commenting on how well things have been going through the day, and expresses her wishes to have things the way they were that night all the time. Elsa does agree, though her smile quickly fades away as memories of the night she froze Anna's head come floating back to the surface, and she reluctantly denies Anna's wishes all at once despite failing to explain why so. Anna then takes to the floor with Hans. The two of them quickly sneak off to spend the evening together, quickly realizing the mutual attraction between them. The romantic dance eventually leads to an entire date ("Love is an Open Door"), with the entire night of the young couple being spent bonding. Hans, during their time together, learns of Anna's longing of having someone special in her life, with her sister apparently developing a dislike of being around her by suddenly shutting Anna out one day when they were kids. Hans openly relates to this, only furthering Anna's connection with him. Hans then promises to never shut Anna out unlike Elsa, much to the princess' absolute joy. By the end of their tour throughout the kingdom, Hans proposes right on the spot to which Anna immediately accepts. The two head back the ballroom, where Anna asks for Elsa's blessing on the marriage. Elsa's baffled by the shocking news, but Anna and Hans couldn't appear more excited going on to ramble about the wedding arrangements. Elsa ceases the sudden rambling by denying them a marriage license, much to Anna's dismay. Elsa asks to speak to Anna alone in private, likely to finally confess her abilities and why it's not wise to marry someone she just met without causing a scene that would expose her powers, but Anna refuses any private conversation, stating whatever Elsa has to say can be said to both her and Hans. Elsa, becoming impatient and frustrated, outright refuses to let Anna marry someone she just met, indirectly telling Anna she knows nothing about true love. This causes Anna to hiss back, telling Elsa all she knows is how to shut people out. Although Elsa is visibly hurt by this, she continues to refuse, with the argument only worsening when she orders the guards to end the party early and close the gates. Unable to contain her emotions, Elsa makes a violent sweep with her left arm, causing a barrier of sharp icicles to suddenly appear around her. Shocked at the room's reaction to her powers, Elsa rushes from the room. Panicking, Elsa flees with Anna in hot pursuit. As she bolts out the door, she finds a huge crowd waiting for her in the courtyard. She hastily rushes through as men applaud her. A concerned woman asks Elsa if she's all right. She is frightened enough that she backs into an ornamental fountain and freezes it solid when she grabs it with her left hand. The Duke of Weselton comes out the same door moments later. Elsa pleads for people to step back, moments before another bolt of ice shoots from her hands, nearly hitting the Duke and his guards. She keeps running away, sprinting across the waters of the fjord, her feet forming an ice bridge, and vanishes into the forest on the other side of the fjord. Anna calls after her sister, but as she, Hans, and the other guests watch, the waters of the fjord completely ice over and the air takes on an icy chill. Moments later, snow begins to fall. The Duke of Weselton begins to panic, declaring they must take action and put an end to Elsa's curse. Anna, however, refuses and volunteers to seek out Elsa herself and make things right, feeling that it's her fault for pushing her. With Hans being left in charge of the kingdom, Anna sets out on horse to begin her search for Elsa. Meanwhile, Elsa has found her way to a high precipice on the North Mountain, many miles from civilization. It is here she realizes that far away from what she was taught, being on her own, she can begin to control her powers ("Let it Go"). She constructs an elaborate ice palace, changes her confining wardrobe into a shimmering dress, and vows to stay in seclusion, where she feels she can be herself, and harm no one else. The next morning, Anna is seen travelling slowly through knee-deep snow on horseback. Her journey is hindered when her horse is spooked by falling snow and runs off. She is forced to spend the rest of the day trudging through knee deep snow, all the while griping that she wishes Elsa had the ability to cover the fjords in a tropical paradise. She sighs with relief upon seeing a building with smoke coming from a chimney. Just then, Anna slips and falls into an ice-cold creek, which freezes her dress stiff. She staggers the rest of the way to the cabin with the chimney, a place known as Wandering Oaken's Trading Post and Sauna, run by its burly owner, Oaken (Chris Williams). Anna quickly staggers into Oaken's store. He doesn't have much winter gear in stock (it's supposed to be the off season), aside from one pair of boots and a single women's mink coat. Anna inquires if Elsa has visited recently, but Oaken tells her that she's the only person crazy enough to be out in a storm like this. As if on cue, Kristoff staggers in out of the storm, seeking to buy some rope, an axe, and carrots for Sven. Oaken can't help but notice that Kristoff is bundled up tightly. Kristoff replies that there's a real howler going on up on the North Mountain. As Anna waits for Oaken to return his attention to her, Kristoff argues with Oaken over the outrageous price gouging on the items he needs (due to Oaken claiming that there's a supply and demand problem since Kristoff is buying from the almost-bare shelves of the winter department), which ends with Oaken roughly throwing Kristoff out into the snow after Kristoff makes the mistake of calling him a crook. Kristoff and Sven take refuge in a barn on Oaken's property, but are soon met by Anna, who has bought Kristoff's supplies for him, on condition he take her up the North Mountain immediately. Kristoff eventually agrees. Anna and Kristoff set off into the night with Sven driving. As the discussion turns to Elsa, Anna explains about her whirlwind engagement to Hans. Kristoff is incredulous at Anna's foolhardiness in getting engaged to someone she just met that day, to the point that he quizzes her about Hans to see how little she really knows about him. Their conversation is interrupted when the sled is ambushed by a pack of wolves. Kristoff is initially reluctant to let Anna assist him, but Anna proves to be useful and manages to take out a few of the wolves by herself. There is a moment of panic when the two see a gaping ravine up ahead. Kristoff hurriedly throws Anna onto Sven's back, then, just as they reach the cliff, he uses his knife to cut Sven's harness. Anna and Sven successfully clear the chasm, and Kristoff does, just barely, but his sled falls to the bottom of the ravine and explodes. Kristoff is at first upset that his sled is gone (as he'd just paid it off), but after "arguing" with Sven (which consists of Kristoff speaking his own opinion in his own voice and then delivering Sven's "counterargument" in a goofy voice), decides to help Anna keep going, worried for her safety. Anna promises she will replace the sled. Early the next morning, Anna and Kristoff enter a frosted-over glen. They suddenly hear a new voice and meet a talking snowman named Olaf (Josh Gad). The introductions don't go smoothly, as Anna screams and kicks Olaf's head off upon first seeing him. Anna doesn't recognize Olaf until he gives his name and adds, "and I like warm hugs." This jogs Anna's memories and she remembers building him with Elsa when they were young. Anna and Kristoff mention that they're looking for Elsa so they can restore summertime, and Olaf suddenly grows excited; it's his dream to see what summer is like, and he fantasizes about what he wants to do in the summertime in a Busby-Berkeley dance number ("In Summer"). Anna and Kristoff choose not to reveal that he will melt in the summer heat, but follow him as he leads them to Elsa's ice palace. In the late afternoon, Anna, Kristoff and Olaf arrive at Elsa's ice palace. Sven waits at the bottom of the stairway leading up to the front doors, as his feet can't get a grip on the icy steps. Meanwhile, when they get to the front door, Anna tells Kristoff and Olaf to wait outside, warning them that the last time she introduced Elsa to a guy, she froze everything (making Elsa look like an overprotective sister). The dejected Olaf and Kristoff wait outside and start counting to 60 while Anna heads inside. Inside, Anna is stunned at the glorious interior of the palace and, even more amazed, to see the new ice dress Elsa has conjured for herself. Though Elsa is happy to see Anna and quickly forgives her for the argument that happened at the coronation party, she becomes nervous and suggests Anna leave so she can't do any harm to her. The conversation is momentarily interrupted when Olaf crashes the meeting (having taken Anna's request of "give us a minute" quite literally). Elsa is astonished to find that her powers include the ability to conjure up living snowmen. As it turns out, Elsa is surprised to learn that her entire kingdom is frozen, and Anna is surprised in turn to learn that Elsa doesn't know how to stop it. But Anna insists her sister's powers are no reason why they should be so distant. However, having seen Olaf, Elsa flashes back to accidentally hitting Anna in the head with her snow abilities and grows scared, demanding Anna leave. Elsa retreats to the upper portion of the palace, and Anna follows her, pleading with her sister that they can solve this problem together ("For the First Time In Forever (Reprise)"). But Elsa grows so upset that she unleashes an icy chill, of which a portion strikes Anna in her heart. Elsa retreats to the upper portion of the palace, and Anna follows her, pleading with her sister that they can solve this problem together ("For the First Time In Forever (Reprise)"). But Anna's promising to stand by her sister's side and help her, Elsa only grows more agitated and nervous resulting in her magic flaring. This time, a blast of magic bursts out and strikes Anna in the heart. Elsa, in desperation to get her sister to safety, creates a giant snow creature (that Olaf calls "Marshmallow") to throw them out. Marshmallow deposits Anna, Kristoff and Olaf on the front steps outside the ice palace. Though he initially leaves them alone, Anna is pissed off and quickly throws a snowball at him. Marshmallow is provoked, and chases Anna and Kristoff into the woods. Marshmallow manages to corner them at the edge of a cliff, though Kristoff immediately begins digging a snow anchor by using a rope to safely guide himself and Anna down the mountain to safety. Marshmallow, however, catches up to them, though Olaf tries to stop him (to comically little success). Marshmallow, annoyed, kicks Olaf over the cliff, and continues his chase for Anna and Kristoff. He pulls them up to his face by the rope, and screams in their face "DON"T COME BACK!". Anna then grabs Kristoff's knife and cuts the rope. This sends the duo into freefall, onto a twenty foot deep pile of fresh snow. With his mission to drive them away complete, Marshmallow returns to the ice palace. As they recover from the landing, Kristoff notices that Anna's hair has started to turn white. Fearful that she may be injured, Kristoff takes her to his family...who happen to be a group of rock trolls -- the same ones that saved Anna many years before. Kristoff explains that as he had no family at a young age, the trolls took him and Sven in. The trolls are overjoyed to meet Anna, and at first they eagerly believe that she is Kristoff's steady girlfriend, so they try to marry them in a dance number ("Fixer-Upper"), and almost get all the way through the vows before being stopped by the accidental participants. However, he tells them that she is injured and needs their assistance. Just as he did 13 years ago, Grand Pabbie comes forward and examines Anna, but concludes that this time her sister's powers struck her in the heart. Pabbie cannot save her; Anna's heart has begun to freeze. Grand Pabbie says "an act of true love can melt a frozen heart." Anna quickly tells Kristoff that Hans can surely help, and they take off for Arendelle. Meanwhile in the city, Hans has been providing shelter and help for Arendelle's people. When Anna's horse returns, riderless, Hans asks for volunteers to join him in bringing Anna back. The Duke of Weselton volunteers his two bodyguards, and secretly tells them to shoot Elsa if they should encounter her. The next morning, Hans's party arrives at Elsa's ice castle. Shortly after they arrive, Hans orders that no harm is to come to Elsa. While everyone agrees, the Duke's thugs quietly disagree, still following the Duke's orders to kill her. The moment they come close enough, Marshmallow reveals himself from the form of snow boulders piled up by the base of the stairs, and jumps right into battle. The archer immediately attack the beast with their arrows, infuriating Marshmallow and causing his ultimate form to be unleashed. Marshmallow is able to hold most of the guards off. Hans, however, proves to be a fierce warrior himself, avoiding each of Marshmallow's attacks and eventually using his sword to slice the snow monster's leg off and cause him to lose balance and begin tumbling over to a large gorge. With Marshmallow wounded, Hans begins heading inside Elsa's castle. Marshmallow, however, doesn't give up, giving one last swing in attempt to drag Hans down with him. Marshmallow fails, and plummets down into the chasm below, apparently to his death. While Hans has been battling Marshmallow, the Duke's two men have managed to use the distraction to barge up the ice steps and into the castle, where they corner Elsa. Despite her pleading for them to not shoot, they shoot at her. She quickly forms walls of ice as shields to block their shots. Eventually, she has the beardless thug pinned to a wall by several icicles and is on the verge of using a wall of ice to shove the bearded thug off the balcony. Hans and his men show up just in time and Hans pleads for her to stop, so she doesn't become the monster people accuse her of being. Elsa settles down a bit at Hans' words, realizing what she's doing. The guy pinned to the wall, still complying with the orders of the Duke, aims his crossbow at Elsa's head and prepares to shoot her. Hans suddenly runs over and deflects the bow. The arrow is released and hits the bolt attaching an icy chandelier to the ceiling, which begins to fall straight for Elsa's head. Elsa tries to run, but the falling chandelier fragments and knocks her unconscious. When Elsa wakes up, she's back at the castle in a dungeon cell, her hands chained and encased in steel mitts. As she looks out over the frozen kingdom, Hans appears, telling Elsa that Anna has not returned, and pleads with her to stop the winter. Elsa claims she can't, and must be let go to keep others from being harmed. Meanwhile, Kristoff and Sven arrive at the castle. Anna's condition has grown worse, a chill coursing through her, and more of her hair has turned white. Several of the castle staff escort her in; she looks back as Kristoff and Sven leave. Anna is brought to Hans and tells him that he has to kiss her in order to save her. The castle staff in the room quickly leave to give them privacy. Hans places Anna in a chair, leans in as if to kiss her... and says "Oh, Anna, if only there was someone here who loved you!" As Anna looks at him in shock, Hans explains that as the youngest of 13 brothers, he had no chance at claiming his family's throne, so he went looking for a royal family he could marry into. Unable to get to Elsa, he made Anna's acquaintance and played on her naivete. He intended to marry her before causing some form of "accident" for Elsa that would clear his path to the throne. However, given Anna's current condition, he plans to simply let her frozen heart overcome her, then stab Elsa, ending the eternal winter. Anna tries to stop Hans, but he extinguishes the fire in the nearby fireplace before locking her in the room. It is then that Anna collapses, her hair now completely white. Hans goes to speak with the duke of Weselton and several other dignitaries. He claims that Elsa has caused Anna to freeze to death, but before she died he and Anna recited their wedding vows. This apparently is enough to give him full authority to declare Elsa guilty of treason and sentence her to death. The palace guards go to Elsa's cell, but are detained when a wall of the cell collapses. While they are held up, Elsa freezes her shackles to the point that they shatter, and then breaks through the wall to the outside. Meanwhile, far from Arendelle, Kristoff and Sven are trekking away when Sven urges Kristoff to go back. Kristoff claims he has no need to, but as they look back at Arendelle, a mysterious swirling cloud of snow begins to engulf the kingdom. The two then take off towards the growing danger. Olaf has managed to find Anna in the locked room, and seeing her freezing, quickly lights a fire in the fireplace. Anna explains that Hans wasn't her true love, and that Olaf should leave or he'll melt. However, the little snowman says he will not leave her side until he finds an act of true love that can save her. As they talk, Olaf recalls how Kristoff did so much to get her back to save her, when the wind blows a window open. Olaf goes to close it, but in the distance he sees Kristoff and Sven charging towards them. This gives Anna hope. She realizes that they're in love: maybe Kristoff can save her. Olaf helps her up, but in the hallway, ice springs up to block their path. Going out a window, the two slide down the castle's steep roofs. Anna attempts to make her way across the icy fjord, with Olaf close behind. However, as the wind picks up, Olaf is blown away, and Anna finds her hands are turning to ice. Even so, she continues to move forward, calling out Kristoff's name. Meanwhile, Hans has found Elsa wandering the ice of the fjord. Thinking he's come for her, Elsa tells him to leave her alone, and take care of Anna. Hans lies and says that Anna was killed by Elsa's magic. The pain of this causes Elsa to collapse, the snow in the air suddenly hanging in stillness. The clearing of the whiteout enables Kristoff to see Anna, and he runs to her, but as Anna looks around, she sees Hans about to stab Elsa. Even with her own life at stake, Anna rushes in front of Hans, blocking the knife. As she does so, her frozen heart finally consumes her, turning her into a statue of ice, and shattering Hans' blade. Kristoff and Sven arrive seconds later. Seeing Anna turned to ice, Elsa breaks down in tears, hugging her sister. No one is sure what to say, when Anna's icy form begins to change and gain color, and she returns to normal! Anna broke her own spell: saving Elsa was an act of true love. It is then that Elsa realizes what can end the winter: love. And with this realization, she dissipates the ice and snow, and summer returns to the kingdom. Olaf is found, and before he can melt, Elsa creates a perpetual snow flurry above his head, which lets him survive the summer heat. In the aftermath, Hans is taken back to his kingdom by a French ambassador, who promise to see he is punished for his attempted regicide. The duke is as hotheaded as ever and tries to play the innocent victim. But remembering that he sent two men to kill her, Elsa issues a decree to sever all trade with Weselton. To piss the duke off even further, she tells the messenger to call his duchy "Weasel Town." Meanwhile, Anna makes good on her promise and replaces Kristoff's sled. She also tells him that Elsa has appointed him the castle's official ice deliverer. Kristoff is so grateful that he kisses her. If he wonders why a queen who can conjure ice out of thin air needs ice deliveries, he keeps the question to himself. Having come to grips with her powers and learning they can be a blessing and not a curse, Elsa uses them to create a wintry spectacle in the summer sky. She also turns the castle's courtyard into an ice rink, where she informs Anna that the gates to the castle will never be closed again. With the city's people in attendance, the sisters skate around the rink, happy that they are finally together again. After the credits are over, we cut back to Elsa's ice palace, where it's revealed that Marshmallow survived the fall after Hans cut off his leg. Wandering through the empty ice palace, he finds the tiara that Elsa tossed away during "Let It Go", and puts it on his head, smiling to himself, and the spikes and fangs on his back quickly retract.

A boy called Andy Davis (voice: John Morris) uses his toys to act out a bank robbery. The bank is a cardboard box, the robber is Mr. Potato Head (voice: Don Rickles) assisted by Slinky Dog (voice: Jim Varney), and the bystanders include Bo Peep (voice: Annie Potts) and her sheep. The day is saved by cowboy doll Woody (voice: Tom Hanks) playing the sheriff, with help from Rex the dinosaur (voice: Wallace Shawn). Woody is the only toy who gets to say his own lines because he has a pull-string that makes him say things like "Reach for the sky!" and "You're my favorite deputy!" During the opening credits (soundtrack: Randy Newman's "You've Got a Friend in Me"), Andy takes Woody downstairs to find his mother (voice: Laurie Metcalf) decorating the dining room for his birthday party. He asks if they can leave the decorations up until they move, and his mom agrees. She says the guests will arrive soon and sends him back upstairs to get his baby sister Molly (voice: Hannah Unkrich), whose crib is in his room. Andy tosses Woody onto his bed before he pulls Molly out of her crib and carries her away. Woody and the other toys have seemed limp and inanimate up to this point, but as soon as Andy leaves the room, Woody sits up and expresses surprise that the birthday party is today. He calls "Ok, everybody, the coast is clear," and the other toys come to life too. Woody calls a staff meeting and tells Slinky Dog to spread the word. Within a few minutes (during which Bo Peep makes a date with Woody for that evening), all the toys are assembled. Woody starts by reminding them all to find a moving buddy so they don't get lost when the Davis family moves to their new house, which will happen in a week. Then he tries to downplay the news that Andy's birthday party is happening today, but it causes a commotion as the toys know that Andy's actual birthday isn't till next week. Rex worries that someone will give Andy another dinosaur, and many of the toys have similar concerns. Woody points out that it makes sense to have the party before the move, then tries to calm them down. He's interrupted when Hamm (voice: John Ratzenberger) the piggybank, stationed near the window, announces that the guests are arriving. The toys rush to the window to see the presents the kids are bringing; the bigger boxes make them especially nervous. Hamm predicts "we're next month's garage sale fodder for sure." Woody finally says, "If I send out the troops, will you all calm down?" Sending out the troops means that the little green plastic soldiers, led by Sarge (voice: R. Lee Ermey), lower the baby monitor to the first floor and hide with it in a potted plant, where they can observe the opening of the gifts and report back to the toys in Andy's room. At first, the presents seem nonthreatening — a lunchbox, bed sheets ("who invited that kid?" wonders Mr. Potato Head), a Battleship game. But Andy's mom pulls a surprise present from the closet. Andy's very excited about it, but before they hear what it is, Rex knocks the speaker off the table and the batteries fall out. Sarge warns that the kids are headed upstairs, but the toys barely have time to resume their previous positions before the stampede thunders in. One of the kids (Andy?) sweeps Woody off the bed, saying "make a space, this is where the spaceship lands!" They put something down where Woody was, then Andy's mom calls them back down to play games and suddenly the room is empty again. The toys creep out of their hiding places to see the new toy, pausing in surprise when Woody crawls out from under the bed. The new toy has taken Woody's place on the bed, which causes consternation. Woody reminds them that no one is being replaced, and they look up to see what's on the bed. It's Buzz Lightyear (voice: Tim Allen), space ranger, Universe Protection unit. Buzz believes he's crash landed on a strange planet on the way to sector 12, and his ship (his box) is damaged. Woody welcomes Buzz to Andy's room and tries to explain that Buzz has landed in Woody's usual spot. The other toys climb up on the bed to meet Buzz and ask him about the buttons and gadgets on his space suit. They're impressed with Buzz's voice recordings — "a quality sound system" — not like Woody's pull-string-activated voice, which "sounds like a car ran over it." Buzz also has a laser ("a little light bulb that blinks," grumbles Woody), and wings. Buzz takes exception to being called a toy, and when Woody says he can't really fly, Buzz climbs the bedpost, shouts "to infinity and beyond!", and dives. He bounces off a rubber ball, does a loop-de-loop on the racetrack, and gets stuck for a few rotations on the toy plane tethered to the ceiling before flipping down and landing neatly back on the bed. All the toys are dazzled except Woody, who says "that wasn't flying, that was falling with style!" In the montage that follows (soundtrack: Randy Newman's "Strange Things Are Happening to Me"), Andy has Buzz shoot Woody, then puts on a cardboard replica of Buzz's helmet and wings. A western-themed poster in Andy's room is replaced by two Buzz Lightyear posters, and drawings of Woody on the bulletin board are covered with drawings of Buzz. The western-style bedspread disappears; the new one is emblazoned with Buzz's image and his name. In the final indignity, Andy takes Buzz to bed and leaves Woody in the covered wagon toy chest. Some alarming noises draw the toys to the open window, where they can see the neighbor kid, Sid (voice: Erik von Detten), who's about to blow up a Combat Carl action figure. Sid's dog Scud, a brown and white bull terrier, is tied up nearby and barking like crazy. Buzz thinks Sid, who's laughing maniacally, is "a happy child;" the others explain that he tortures toys. Buzz wants to help the doomed toy soldier, but Sid lights the fuse and Andy's toys duck as debris goes flying. When they look again, there's no sign of Carl. "The sooner we move, the better," says Bo Peep. Andy's mom suggests dinner at Pizza Planet (a space-themed restaurant) and tells Andy he can bring one toy. Doubting that Andy will choose him unless Buzz is unavailable, Woody plans to trap Buzz in a gap behind Andy's desk. The plan backfires and Buzz falls out the window into the bushes below. The other toys accuse Woody of pushing Buzz out the window out of jealousy, but as they are about to punish him, Andy returns. Failing to find Buzz, he grabs Woody and the family drives off — but not before Buzz crawls out of his bush and climbs on the back of the minivan. While Andy's mother refuels the car at a Dinoco station, Woody wonders how he can convince the other toys that Buzz's fall was an accident. Suddenly Buzz appears. Woody is delighted, though more for his own sake than Buzz's ("I'm saved!"), but Buzz is very bitter over what Woody did to him. The two fight and roll out of the car, which drives off and leaves them stranded. Luckily, Woody sees another vehicle heading for Pizza Planet and knows that they can meet Andy there. He tricks Buzz into coming with him (but only because if he came home without Buzz, the other toys would attack him). Buzz insists on riding in the "cockpit" (the front seat) so he can wear a seatbelt; Woody climbs in the back and gets thrown about by the driver's erratic maneuvers. They reach Pizza Planet and hide in discarded food packaging so they can sneak through the front door. Woody quickly spots the Davises, but Buzz climbs into a claw-crane machine shaped like a spaceship, thinking it's the ship home Woody promised him. The machine is filled with three-eyed green aliens (voices: Debi Derryberry, Jeff Pidgeon) who believe the claw is a god. Woody climbs in to get Buzz out, but Woody and Buzz are captured by Sid, along with one of the little aliens. Sid takes them back to his house and immediately gives the three-eyed alien to Scud, who starts chewing on it. Then Sid takes a doll away from his little sister Hannah (voice: Sarah Freeman) and runs upstairs to operate on her. ("No one's ever attempted a double-bypass brain transplant before!") Woody and Buzz, still in Sid's backpack, look on in horror as Sid replaces the doll's head with the head of a toy pterodactyl and gleefully gives it back to Hannah, who shrieks for her mother and runs away. Sid follows. Woody tries to get out of Sid's room, but the door's locked. He's frightened by Sid's nightmarish mutant toys, which Sid has butchered and reconstructed a la Frankenstein. There's an erector-set spider with a one-eyed baby head, a jack-in-the-box whose jack has been replaced by a green rubber hand, a fishing pole with legs, and other horrors. Buzz thinks they're cannibals. Meanwhile, Andy's toys are searching for Buzz from Andy's window. They have to stop when the car pulls into the driveway. Andy can't find Woody and many of the toys think he ran away, which they interpret as evidence of his guilt. But Bo Peep hopes he's ok. Next morning, Sid interrogates Woody about the location of a "rebel base." When Woody remains silent, Sid uses a magnifying glass to concentrate the sunlight on a spot between Woody's eyebrows, which starts to smoke. Woody is saved when Sid is called away to eat his Pop-tarts. Buzz compliments Woody for not succumbing to Sid's torture. Woody notices that Sid has left the door open, but before he and Buzz get out, the mutant toys block the way. Buzz tries his laser on them and is puzzled when it doesn't work. Woody pushes the button that activates Buzz's karate-chop action and frog-marches him through the crowd of toys, which parts to let them through. Woody drops Buzz as soon as they reach the door and runs down the stairs saying "there's no place like home, there's no place like home," a la Dorothy in The Wizard of Oz. On the landing, he finds Scud, scary even in his sleep. He backs up, then Buzz grabs him and leads him down the hall past the head of the stairs. But the ring on Woody's pull-string catches on the wrought-iron stair railing, and he says (involuntarily) "Yee-haw! Giddyap, partner — we got to get this wagon train a-movin!" Of course the dog wakes up and comes to investigate. Buzz says "Split up!" and runs through an open door; Woody pulls another door closed behind him. Buzz sees someone asleep in a recliner and notices that the television is on. A voice is saying "Come in, Buzz Lightyear! This is Star Command!" At first Buzz thinks Star Command is really trying to reach him, and fiddles with the radio on his suit. But as the commercial enumerates his features and adds a disclaimer that Buzz is not a flying toy, Buzz begins to believe that he really is, as Woody keeps telling him, only a child's plaything. He's despondent. Then he spots an open window in the stairwell (apparently nobody in this neighborhood bothers with window screens) and tries to prove himself wrong by flying through it. He bounces off the stairs and lands in the hall, losing an arm in the process (soundtrack: Randy Newman's "I Will Go Sailing No More"). Hannah picks Buzz up and carries him off to her room, where Woody finds him playing the part of Mrs. Nesbitt at a tea party. ("What a lovely hat, Mrs. Nesbitt. It goes quite well with your head.") Woody imitates Hannah's mother's voice to lure Hannah out of the room so he can rescue Buzz. Buzz is raving and depressed, but when he wails that he can't even fly out the window, it gives Woody an idea. He opens the window in Sid's room and calls over to Andy's room, where Hamm is beating Mr. Potato Head at Battleship. Most of the toys seem glad to see him. He tosses a string of Christmas lights across and tells them to tie it to something, but Mr. Potato Head says "How 'bout we don't?" and tries to convince the other toys that they should leave Woody where he is. Woody tells them Buzz is with him, but Buzz won't come to the window where the toys in Andy's room can see him, though he does throw Woody his detached arm. Woody uses the arm to make the toys think Buzz is standing next to him, but eventually slips up and they see that the arm isn't attached to Buzz. They react pretty much the way people would react to a severed human arm, with horror and disgust. They let go of the string of lights, which falls to the ground. When Woody begs them to listen, they leave the window, except for Slink, who closes the blinds. Woody cries. Down on the floor, Sid's mutant toys have surrounded Buzz. When Woody tries to drive them off, the baby-headed spider comes at him and takes away Buzz's arm. Woody can't break through the group around Buzz, but he's sure they're killing him until the crowd of toys breaks up and reveals Buzz with his arm re-attached. "But they're cannibals," Woody says; "we saw them eat those other toys" ... then he looks at Sid's toys again, and notices that Hannah's doll and the pterodactyl have their own heads back. Realizing hes misjudged them, he's trying to apologize when they all disappear under the bed and Sid comes back. Sid has a rocket. His first thought is to use it on Woody, but Woody's hiding, so he picks up Buzz instead. "I've always wanted to put a space man into orbit," he says malevolently. A rainstorm forces him to delay the rocket launch until morning. Next door, it's Andy's bedtime and he's mourning the loss of his two favorite toys. His mom comes in and says she's looked everywhere, and all she can find is his hat, which she gives him. (This is the white-laced red cowboy hat that looks like the had worn by Jessie, a character we meet in the next movie.) Andy's mom reassures him that they'll find Woody and Buzz before they move out — tomorrow. That night, Woody convinces Buzz that even if he's not a space ranger, life as Andy's toy is still worth living, though Woody himself despairs that he'll ever be Andy's favorite toy again. Buzz regains his spirit in time to see the moving truck pull up to Andy's house. But before they can escape, Sid wakes up and takes Buzz (still strapped to the rocket) out into the back yard. He starts working on something ominous with a big empty water jug while doing newscaster-style narration of the preparations for the approaching rocket launch. Woody pleads with the mutant toys to help him rescue Buzz and they hesitantly join him. (None of Sid's toys talk.) Woody outlines a plan and assigns tasks to each toy. Ducky and Legs go into the heating ducts to avoid Scud, who saw Woody trying to follow Sid and is still growling outside the bedroom door. Ducky and Legs get outside by removing the light fixture on the front porch, then ring the doorbell. When he hears the doorbell, Woody releases a wind-up frog from Sid's room; the frog scoots under Scud and zooms down the hall. Scud gives chase and follows the frog downstairs, where Hannah's answering the door. The frog goes out, Ducky grabs it, and they're both reeled up by Legs (who's part fishing pole) before Scud catches up. Hannah, exasperated, shuts the door, leaving Scud outside. The porch light fixture drops back into place before anyone notices it's gone. As soon as Hannah's out of the front hall, Woody and his cadre of toys come down the stairs, roll through the kitchen, and exit through the cat flap in the back door. They land in the bushes, where they have a good view of the launch site. Sid's newscaster voice is asking his mission control voice if launch pad construction is complete; mission control says it is. Sid himself is out of sight, apparently rummaging around in the shed looking for matches. Ducky, Legs, and the wind-up frog pop out of a down-spout as Sid prepares to start the count-down. The launch pad looks very strange. Buzz and his rocket are standing on a dart board on a milk crate. Nearby is an orange-striped traffic horse with a rake leaning on it and the empty water jug propped underneath. The jug is connected with vacuum-cleaner hose to a red funnel, which is aimed at Buzz's feet. Woody approaches Buzz, who's happy to see him and asks for help getting loose. Woody says "Everything's under control," and falls to the ground in the manner of a toy expecting a human on the scene. Sure enough, Sid comes out of the shed using his mission control voice ("all systems are go, requesting permission to launch") — and then notices Woody. He tosses Woody on the charcoal grill and says "You and I can have a cookout later." He puts a match in Woody's holster and turns back to his rocket launch, where he lights another match and starts counting down from 10. While he's focused on this, toys are taking up positions all around the yard. Before Sid can light Buzz's fuse, Woody's voice recordings start playing, one after another: "Reach for the sky! This town ain't big enough for the two of us! Somebody's poisoned the waterhole!" Sid is distracted and comes over to pick Woody up off the grill. His string hasn't been pulled. "It's busted!" he says disgustedly. "Who are you callin' busted, buster?" says Woody. "That's right, I'm talking to you, Sid Phillips. We don't like being blown up, Sid." Sid begins to look terrified. "... or smashed, or ripped apart," continues Woody. "W-we?" Sid stutters. "That's right!" replies Woody. "Your toys!" A rag doll climbs out of the sandbox and walks across the yard saying "ma-ma ... ma-ma." A large toy pickup truck emerges from a pile of sand while a couple of partially dismembered soldier action figures rise out of a puddle. They all advance on Sid, who backs away and jumps when the three-eyed alien from Pizza Planet pops out from under Scud's red water bowl. Sid backs toward the clothes line and the baby-headed spider drops down on his head. He shrieks and shakes it off, but the toys have him surrounded now. Woody says, "You must take good care of your toys, because if you don't, we'll find out, Sid. We toys can see everything!" Woody's head spins all the way around (think The Exorcist). "So play nice." Sid is panic-stricken. He screams, throws Woody in the air, and runs into the house, where he tells Hannah the toys are alive. When he sees the doll she's carrying, he says "nice toy," and backs away. She waves the doll at him. He screams again and runs upstairs crying; she chases him. Outside, Woody and other toys are celebrating. "We did it!" As Buzz thanks Woody, they hear a honk from next door. Andy's mom tells the kids to say goodbye to their old house and the minivan starts to move. Woody and Buzz rush over and Woody climbs on the back of the car, but Buzz, still burdened with the rocket, can't get through the fence. He tells Woody he'll catch up, but Woody comes back for him. They manage to get on the back of the moving van, but Scud runs after them and gets hold of Woody's leg. Woody can't hold on to the truck and tells Buzz to take care of Andy for him. Buzz, sacrificing himself to save Woody, jumps on Scud's head, making him let go of Woody. Woody climbs back on the truck and pries open the cargo door as the truck comes to a stoplight. Woody pulls out RC, the remote controlled car, and sends him to get Buzz, who's under a parked car where Scud can't reach him. The toys in the van think Woody is murdering another toy and try to stop him. This is a problem because Woody's controlling RC. The angry toys pick up Woody and Rocky, the strong-man, spins him around, which causes RC to drive in circles around Scud (who's still barking furiously). They throw Woody against a box; RC's path straightens out. Hamm jumps on Woody. RC, with Buzz still precariously aboard, approaches a busy intersection. The traffic light is not in their favor. RC scoots under a moving car, but two other cars collide while trying to avoid Scud. The wrecked cars cut the dog off from his quarry and RC pulls away. On the truck, Woody tries to tell the toys that Buzz is out there and they have to save him, but Mr. Potato Head isn't buying it. "Toss him overboard," he says, and they do — but Woody holds on to RC's controller. RC sweeps Woody off his feet and Woody turns RC up to turbo so they can catch up to the moving truck. Lenny (voice: Joe Ranft), the binoculars, notices RC and his passengers gaining on them and alerts the other toys. Bo Peep confirms that Buzz is there — "Woody was telling the truth!" "What have we done?" wail the toys. Bo Peep tells Rocky to lower the truck's cargo ramp. Slink stretches out and Woody is able to grab his paw just as RC's batteries begin to lose strength. In the Davises' car, they're listening to "Hakuna Matata." Molly can see RC in the side mirror and laughs, but she can't talk, so no one else notices. RC is swerving dangerously. Slink, stretched past his limit, loses his grip and RC coughs to a stop in the middle of the road as the moving van disappears in the distance. Then Buzz remembers he still has a rocket strapped to his back, and Woody remembers he still has the match Sid put in his holster. He strikes it and is about to light Buzz's fuse when the wind of a passing car puts out the match. Despair. But when Woody's hand starts to smoke, he realizes that Buzz's helmet concentrates the sunlight just as Sid's magnifying glass did. They use it to light the fuse. The rocket catches them up to the truck and lifts them off the ground. As they go by Woody drops RC, who lands in the truck. Buzz and Woody go straight up with the rocket. Buzz opens his wings, which apparently break the tape holding him to the rocket, and zooms downward. He's still clutching Woody, who says "Buzz, you're flying!" "This isn't flying, this is falling with style!" retorts Buzz, repeating Woody's earlier line. They pass the truck again and fall through the minivan's sunroof, landing neatly in the box next to Andy, who finds them and gleefully tells his mom. She assumes they've been in the car the whole time. On Christmas Eve at the new house, Andy, Molly, and their mom are gathered around the Christmas tree. The army men are hiding in the tree with the baby monitor; the other toys are in Andy's room gathered around the speaker. Bo Peep pulls Woody under some mistletoe (held by her sheep) and kisses him. Andy's bed still sports a Buzz Lightyear bedspread, but one of the pillowcases and the comforter at the foot of the bed are western style. Drawings of Woody are again prominent on the bulletin board. There are two Buzz Lightyear posters, but also a cowboy poster. Balance and harmony reign. All the toys seem happy and relaxed; instead of fretting that Andy might get another dinosaur, Rex hopes for a leaf-eater so he can play the dominant predator. The first report comes in from Sarge: Molly's first present is a Mrs. Potato Head, to Mr. Potato Head's delight. He says he'd better shave and yanks off his mustache. Woody, a bit lipstick-stained and woozy, joins Buzz on Andy's bed. They're still friends. Sarge announces that Andy's opening his first present, but there's a burst of static and Buzz whacks the speaker a few times. Woody asks Buzz if he's worried and Buzz denies it, then says, "Are you?" "Now Buzz," Woody teases, "what could Andy possibly get that is worse than you?." Then they hear a bark downstairs, and Andy's joyous cry of "wow, a puppy!" Woody and Buzz exchange nervous smiles. The credits roll to the reprise of "You've Got a Friend in Me," a duet featuring Randy Newman and Lyle Lovett.