The Matrix Makers

The Warner Brothers studio lot in Burbank, Calif., is frenetic on most days, but on a Thursday in early November it was really humming. The company's box-office Bigfoot for 2002, "Harry Potter and the Chamber of Secrets," was set to open in eight days, and nearly every division of the studio was working furiously to get it ready. Until 2:30 p.m. That's when everything stopped. For the next half hour, the boy wizard had to make way for "The Matrix." All morning, buzz had rippled through the lot that producer Joel Silver would be screening, for the first time, 20 minutes from the sci-fi smash hit's two feverishly anticipated sequels, "The Matrix Reloaded" and "The Matrix Revolutions," both of which will hit theaters in 2003. In Hollywood, showing up late is standard practice. The theater that Silver reserved for his grand unveiling was juiced with 35 Warners executives--and one NEWSWEEK journalist--by 2:25. By 2:50, people were peeling their jaws off the floor.

The climax of "Reloaded" is a lengthy freeway chase that, like the original "Matrix" in 1999, will redefine action filmmaking and visual effects for years. Two familiar heroes, Trinity (Carrie-Anne Moss) and Morpheus (Laurence Fishburne), have captured a critical pawn in mankind's struggle against the Machines: the Keymaker, a tiny Asian man who has access to all the doors into the Machine world. Now they must safely get the Keymaker out of the Matrix and back into the real world, and the only way to do that is through a hard telephone line. The closest one is a few miles down a nearby freeway. The trouble is, in the Matrix, a freeway is the last place you want to be. There are people everywhere, meaning the bad-guy Agents have an unlimited supply of bodies to jump into--each behind the wheel of a guided missile. "You always said never get on the freeway," Trinity reminds Morpheus as they race up the entrance ramp. "You said it was suicide." Morpheus grins. "Let us hope," the rebellion's Zen-calm leader says, "that I was wrong."

The ensuing sequence may be the most audaciously conceived, thrillingly executed car chase ever filmed. Sounds like hype, yeah. But you've gotta see this thing. The scene features two kung fu battles in speeding vehicles--one in the back seat of a Cadillac, the other on the roof of an 18-wheeler truck. There's also a heart-stopping motorcycle chase through oncoming traffic and enough wrecked cars to keep a junkyard in business for years. Fans will go particularly bonkers over one shot of an agent leaping from atop a moving car onto the hood of another and, with his feet, crushing the entire thing into a pretzel. Says cinematographer Bill Pope: "It's going to make 'The Fast and the Furious' look like 'The Slow and the Dimwitted'."

Four years ago "The Matrix" arrived out of nowhere and grossed $171 million in the United States alone--terrific for an R-rated film. But it accelerated into a phenomenon thanks to DVD, becoming the format's first title to sell a million copies. Fans watch it again and again, each time discovering cool new bits, like how the phone conversation that opens the film foreshadows a key betrayal and how scenes inside the Matrix have a green tinge while scenes in the "real world" are blue. (Sorry, geeked out there for a second...) Critics, meanwhile, lauded writer-directors Larry and Andy Wachowski for bringing an elegance and choreography to American action films that had been missing since the days of Sam Peckinpah. On a basic level, though, "The Matrix" was simply good storytelling. "I've heard the 'Star Wars' people boast about shooting frames that are 97 percent digital, and lo and behold, the movies are soulless," says John Gaeta, visual-effects supervisor for all three "Matrix" movies. "They traded the whole idea of depth in filmmaking for this supertechnological hype. It helped us focus our own philosophy: the story drives everything."

The sequels appear to have only one serious drawback: you can't see the first one for five months. "Reloaded," which features every actor whose character survived the original, including Keanu Reeves as Neo and Hugo Weaving as the relentless Agent Smith, arrives in theaters on May 15. Then, in a potentially risky strategy, Warner Bros. will release "Revolutions" just six months later, in early November. "Our fans would be angry at us if we made them wait any longer," producer Silver explains. " 'Reloaded' ends, I promise you, at a moment of true filmus interruptus."

The sequels were shot simultaneously in Australia over a 270-day stretch from 2001 to 2002. Combined, they cost more than $300 million--probably far more, but no one's talking. The franchise's first videogame, titled Enter the Matrix, will hit stores the same day that "Reloaded" opens in theaters (sidebar). The Wachowskis are also spearheading a DVD project, due in June, called "The Animatrix," a collection of nine animated short films with stories that fit like puzzle pieces into the movies' mythology. Make a mental note: 2003 is going to be the year of "The Matrix."

To date, the Wachowskis have worked meticulously to keep "Reloaded" and "Revolutions" shrouded in secrecy. Even its stars say they've seen just a few scraps of film. So how about we spill a few beans? The first "Matrix" told the story of a hacker named Neo, who learns that his reality is simply a computer simulation created by machines to enslave the human race. Once jolted from his lifelong slumber, Neo discovers that he's a messianic figure known as the One, and that it's his destiny to save the world. "Reloaded" begins right where the original left off. (If you want to enjoy the sequels blissfully uninformed, better skip the rest of this paragraph.) The machines have made a terrifying breakthrough: they've learned the location of Zion, the last human city, hidden near the Earth's core. Their plan is to tunnel down to the city and use thousands of sentinels--the squidlike kamikazes from part one--to obliterate it. Tracking down the Keymaker is the humans' only hope. But he's being guarded by a pair of new villains known as the Twins, a dreadlocked duo who wield switchblades and can vanish and reappear like ghosts. Along the way, we'll meet Niobe (Jada Pinkett Smith), a former lover of Morpheus', and Persephone (Monica Bellucci), a shady temptress who tries to seduce Neo. We'll see that the Matrix is actually a megacity, more than 10 times the size of New York. We'll discover that the machine world isn't entirely evil, that there are powerful machines that have been surpassed by newer, more ruthless models--and aren't happy about it. And, of course, we'll catch up with our favorite machine, Agent Smith, who's learned to replicate himself like a virus. In one bravura kung fu sequence, shown to NEWSWEEK in rough form, Neo faces off against one hundred Agent Smiths.

And that's just the first sequel. (Come to think of it, better skip this paragraph, too.) The plot of "Revolutions" depends heavily on the outcome of "Reloaded," so we can't reveal much just yet. Suffice it to say that "Revolutions" is essentially, from start to finish, one all-out war between the humans and the machines. Unlike "Reloaded," most of which is set inside the Matrix, "Revolutions" unfolds largely in the smoking ruins of the futuristic real world. Silver is promising a climactic battle like we've never seen before: a 17-minute sequence that alone cost about two thirds of the budget of the first "Matrix." (That film, in case you're wondering, cost $65 million.)

Maybe four or five other directors on the planet could persuade a studio to give them that kind of money--and they've all made far more movies than the Wachowskis. Outside of the "Matrix" trilogy, Larry, 37, and Andy, 35, have made just one other film: the clever, 1996 lesbian noir "Bound," which they did simply to prove to Warner Bros. that they were fit to direct "The Matrix." The brothers always had sequels in mind--"The Matrix" was conceived as a trilogy--but they still played hardball about coming back. Warner Brothers agreed to an unusual clause in their contract excusing them from doing any publicity whatsoever, including this story. Silver insists it's because the brothers want the movies to speak for them. Perhaps. But the Wachowskis clearly get a kick out of cultivating a wizards-behind-the-curtain persona. Their bio on the "Matrix" Web site reveals only that the two "have been working together for 30 years" and ends: "Little else is known about them."

Silver has been deputized to speak for the brothers, and he's a good choice. The producer, the Hollywood titan behind the "Lethal Weapon" series, is a world-champion talker, teased by his employees for his verbal uneconomy. He answered one NEWSWEEK question with a 1,840-word reply. (The question was, "Can you give me an example?" Never ask Joel Silver this.) But even he has trouble articulating how Larry and Andy, whom he calls "the boys," are different. The cast and crew all insist that the brothers are not a two-headed monster. When pressed to elaborate, however, they all pause for a while and end up noting how eerie it is that the siblings never seem to disagree. Both men consume books like air, but Larry, it's said, prefers philosophy while Andy reads science fiction. Larry likes wine; Andy likes beer. Andy is the more accommodating of the two; "Larry," says Pope, "is like a jihad warrior."

If there's one lingering criticism of the Wachowskis' work, it's that "The Matrix" isn't nearly as original as it seems--that it's really just a pastiche of more obscure texts. This is both true and a load of hooey. Yes, "The Matrix" borrowed heavily from several sources, mostly comic books, Japanese anime and Asian kung fu movies (graphic). "But I think people misunderstand art when they say things like that," says Pope. "Once you filter an influence through yourself, it's not the same thing anymore--if you really filter it. There's a film vocabulary out there, and it's for everybody to use."

Now, of course, "The Matrix" is the source material that everyone else is ripping off. Ad agencies know that even a whiff of the film--the music, the camerawork, the sunglasses--can still, four years later, sell anything from cars to sneakers. Costume artist Kym Barrett remembers watching a recent interview with a fashion designer, during which the reporter asked the designer what his influences were for the season. "He said, 'The Matrix,' and I just screamed," Barrett recalls proudly. "Usually film follows fashion, not the other way around." Nothing from the movie has been swiped as often as "bullet time," the dazzling FX trick in which the camera appears to whiz 360 degrees around a central image. It was jammed into "Charlie's Angels" and parodied in "Shrek" and "Scary Movie." If you watched the Super Bowl last year, you saw a crude version of it on Fox, which used the technology (cleverly, for a change) to show big plays from numerous angles. At first, Silver says, the Wachowskis were tickled by the copycatting, but soon they began noticing fight scenes--like the one in "Charlie's Angels"--that were shot exactly like theirs. "So they decided to create images that no one could copy," says the producer. "There's only two ways to do that: time and money."

The freeway chase was the first sequence the Wachowskis tackled for the sequels, and they spent months searching for the perfect location. The brothers wanted their free-way to have a sense of doom about it; not surprisingly, most urban planners try to avoid that. So the search came up empty. The brothers' solution was a tad uncon-ventional: they dumped the idea of shoot-ing on an existing freeway and built their own. In February 2001, they hired a construction crew to erect a two-mile loop--complete with exit signs, dividers, an on ramp and an overpass--on an old U.S. naval base in Alameda, Calif. When they first heard the idea, the construction guys nearly keeled over. "They actually said to us, 'We're not doing this'," recalls executive producer Grant Hill. "They couldn't believe it was for a movie. They said, 'Do you realize how much this costs?' " Correct answer: $300,000 per quarter mile. "We just looked at each other and said, 'OK, we can do that'."

After a seven-week shoot on the freeway, filming shifted to Sydney for the 270-day marathon--and, almost immediately, everything went to hell. On Aug. 25, 2001, 22-year-old pop star Aaliyah, who had been cast in a supporting role, was killed in a plane crash. (She was replaced by "Ali" costar Nona Gaye, Marvin Gaye's daughter.) Then, a month later, 64-year-old Gloria Foster, who played the Oracle in the original film and had shot her scenes in "Reloaded," died of diabetes. "Our oldest and our youngest," says Fishburne. "We lost our youth and our wisdom." Foster was particularly beloved by the cast and crew. A revered stage actress, she had finally earned a dose of recognition thanks to "The Matrix." "If she was British, she would've been a Dame," Fishburne says. In between the losses, of course, was September 11. Did anyone wonder if the movies were jinxed? "It was definitely something you thought about," Keanu Reeves admits. The actor had heartbreak of his own: while he was in Australia, his sister suffered a relapse of leukemia and endured lengthy treatment. Asked about her, Reeves, sipping a Jack-and-coke at a Manhattan hotel bar, glances away and goes silent for several seconds. Then he looks back and smiles. The clear implication: "next question." "Making this movie," says Silver, "was like the Crusades."

It's far from over. Between now and next November, Gaeta's visual-effects company, Esc (as in the "escape" button on a keyboard), and six other FX houses will have to deliver more than 2,500 separate shots, many of which will have taken nearly three years to complete. (By comparison, the first "Matrix" had 412 FX shots.) The price tag: a whopping $100 million, a figure that includes a new facility for Esc on the base in Alameda. Gaeta's previous company, Manix, won a visual-effects Oscar for the first "Matrix"--an upset victory over George Lucas's "The Phantom Menace." But Manix was far too small to handle what the Wachowskis wanted for the sequels. "Reloaded" and "Revolutions" required technology that, at the time, hadn't been invented yet.

Gaeta's office at Esc is on the balcony of a monstrous, 250,000-square-foot hangar, located directly above the pyrotechnics department. The base itself was decommissioned in the late 1980s by the Bush administration, and these days, Gaeta is its commander in chief. A naval officer would probably take one look at him and order a court-martial: he wears tinted rectangular glasses and dresses like a rave DJ, and he loves racing across the base in his Lexus two-seater at speeds close to 100mph. The effects whiz is especially giddy today, because he finally gets to tell an outsider about "virtual cinematography," his team's big invention for the sequels, which will make bullet time look like finger painting. Welcoming his guest inside, he begins by apologizing for any ruckus that might occur downstairs. "We're blowing up sentinels today," he says. Twenty minutes later, a distant voice cries out, "Fire in the hole!" Gaeta pauses for a few seconds. Silence. So he resumes talking. The next instant, a deafening blast sends him (and his interviewer) ducking for cover. A tinkling sound showers the outer wall of his office. "Did you hear that?" he asks, delighted. "I think that was debris!" Gaeta laughs. "Welcome to the war zone."

Virtual cinematography wipes out the line in the sand between what is real and what looks like the work of a computer. "Anyone who watches movies or TV or just lives their life is the ultimate expert in realism," Gaeta says. "You know when things are fake. You can just sense it." But not anymore. Remember that fight scene in "Reloaded" between Neo and the 100 Agent Smiths? Obviously, only one of those Agent Smiths is the real actor, Hugo Weaving--but you won't be able to tell which one. The other 99, all digital creations, are three-dimensional, photo-realistic copies. They're not just close approximations. They're perfect. Their hair ripples, their faces contort, their bodies twist and fight. Now, if Gaeta and his team can create virtual humans, then they can create virtual anything: rooms, vehicles, you name it. And they have. And you'll never know.

The refreshing thing about virtual cinematography is that it starts out with the genuine article. "We try to base everything on real actors and real objects," says Gaeta. "It's a very strong philosophical view that Larry and Andy and all of us share." Here's a gross oversimplification of how it works. Using five high-resolution digital cameras strong enough to pick up details like pores and follicles, Gaeta's team will record an actor's performance. This process is called universal capture, or u-cap. The team then feeds the information from all five cameras into a computer, and a complex algorithm calculates the actor's appearance from every single angle the cameras missed. "Once we have the master performance captured," Gaeta explains, "we can actually use it to create an event, like a martial-arts fight. But it could be anything." Like, for example, a scene in which Neo flies at 2,000mph through a metropolis--which is what you're looking at on the cover of this magazine.

So the creators of "The Matrix"--a movie about a phony world in which it's impossible to tell real from fake--can now create cinema in which it's impossible to tell real from fake. Eerie, huh? Reeves smiles when asked if the topic ever came up during filming. "Yes," he says emphatically. "What's cool about Gaeta, from an actor's standpoint, is that he makes sure you're not totally disconnected from what's being represented. On the other hand, once they have the source material, you, the actor, are no longer involved. And that gives the directors a certain amount of control." And how did you feel about that? Reeves smiles again. "Well, there is a degree of ambivalence."

If he had to be digitally manipulated by anyone, though, Reeves would pick the Wachowskis, whose good-natured perfectionism motivated him like no one else has. "Larry and Andrew were always asking more of us. In the kung fu scenes," he says, chuckling, "they would ask me, 'Can you duck a little bit later?' But I loved it. I loved that we were working on a project that was really reaching." He stops, then pays his bosses the ultimate compliment. "I really miss Neo." Don't worry--in a few months, he'll be everywhere.

Editor's Pick