BACK DOWN THE RABBIT HOLE AFTER A GRUELING SHOOT, 'THE MATRIX' BOOTS UP AGAIN WITH BIGGER STUNTS, EYE-POPPING EFFECTS AND MORE METAPHYSICAL RIDDLES.

Byline: Bob Strauss Film Writer

``We had to build a freeway,'' producer Joel Silver notes. ``And it had to be functional, cars are driving on it at 60 miles an hour. We had to lay the asphalt, pour the median; we had to do it all properly.''

That may not have been the most technically advanced assignment on ``The Matrix Reloaded,'' although the mile-and-a-half horseshoe, built (with overpass) at an abandoned Navy base in Alameda, is the setting for the most elaborate of the long-awaited sequel's action overtures. But the scope of that single element speaks to the vastness of the enterprise that went into Larry and Andy Wachowski's follow-ups to their cinema-changing, 1999 cyberpunk masterpiece.

``Reloaded'' opens Thursday. The simultaneously shot third film, ``The Matrix Revolutions,'' comes out Nov. 5. The productions continue the story laid out in the original ``Matrix'': Semi-divine superhero Neo (Keanu Reeves), leather-clad martial arts mistress Trinity (Carrie-Anne Moss) and the madly inspired Morpheus (Laurence Fishburne) fight an evil machine empire that feeds off of humans' life energy while keeping them in a computer-programmed dream state.

But ``The Matrix'' was an unheralded fluke hit that plugged into the collective moviegoing consciousness like no film had since ``Pulp Fiction'' five years earlier. Its ultra-ambitious sequels, on the other hand, are expected to blow away audiences like nothing ever has before. Consequently, no expense (the 270-day production of the two follow-ups is estimated to have cost more than $300 million), effort or ideas were spared.

``This one's bigger,'' Fishburne confirms. ``In every way. It's just more. It's just more stuff.''

The Program

Originally conceived as a trilogy by the reclusive Chicago brothers (they refuse to speak to the media, but everyone they work with swears they are nice, normal guys), ``The Matrix'' sequels were only a dream before the original film grossed a tidy $460 million worldwide and became the first DVD to sell more than a million copies.

But that success also triggered galling copycatting of such original (to American films, anyway) spectacle as Hong Kong fight choreographer Yuen Wo Ping's wire-hoisted kung fu ballets and the speed-manipulating ``Bullet Time'' cinematography invented by John Gaeta's visual effects team.

``I was slightly disappointed at the fact that it never made it beyond gimmick and homage, and in the end that sort of diluted the coolness and potential of the effect,'' Gaeta says of the Bullet Time abuse he's seen in the last four years. ``It was used more creatively to sell products than it was in movies, and that's just a joke.''

But there were other reasons for advancing the special effects for the sequels - which include a lot of stuff in that freeway rampage, a man flying at 2,000 miles an hour and the most realistic face morphing ever - to a stage no one else could touch.

``It was as simple as this: Larry and Andy discussed where they wanted to go with the story, and it was like, what are we gonna do now?'' Gaeta recalls. ``Neo evolves into a self-actualized superhuman of the mind in this film, which obviously meant going into so many places that were just never going to be done on a stage from the get-go.''

Not that huge sets, full-size and miniature (by the latter, we mean 20- foot-high, ultra-detailed models), weren't employed, up in Alameda and for the bulk of the physical production in Sydney, Australia.

``You're talking about a massive amount of, just, 'The New,' '' Silver says. ``This was the biggest project of my, or I think anybody's, career.''

``I don't think anyone could have conceived of a more difficult project,'' Gaeta confirms. ``We had over 2,000 visual effects shots. All aspects of the project were going on in parallel. It's as large an operation as a multinational corporation; we had companies working on three continents with three time zones to keep on top of.

``And all of that stuff is made or broken by the ability to still have access to the very few people that are in the position to approve or deny a direction while they're trying to do all of these other things. So it was a very difficult task in all ways, just keeping the engine from destructing.''

The Pain

What a Matrix-ian statement, considering that the production tested the frailty of the human element time and time again.

Landing badly from a wire stunt, Moss broke her leg the first week of training - fortunately (or not), there were still six months of rigorous practice to go before filming commenced.

``It was a good lesson for me,'' she says. ``It really showed me that it's important where what I was being asked to do - especially involving cars and motorcycles - was quite dangerous, that I needed to really protect myself.''

Yes, Moss is referring to that freeway free-for-all again. That was the worst part for Fishburne, who sprained his wrist terribly during the production, too.

``The hardest thing to do was falling off the top of a semi,'' he explains. ``Think about it. They're going to put you on a truck, 30 feet in the air, and tell you, 'OK, now fall backwards onto a car and don't look behind you.' I did that three or four times.''

Reeves had to do exponentially more martial arts for the sequels than he did the first time around - and consequently felt more agony.

``Because of the experience of the first one, I had some body memory,'' Reeves, who'll reportedly earn at least $30 million for his sequel-making pains, says as uncomplainingly as he knows how. ``I could pick up choreography quicker and I knew where I was with the wire work. But once I said, 'OK, I know how to do this,' Wo Ping would go, 'Well, how about this?' and the brothers were like, 'And how about this?' and so on. It was back flips and cartwheels.''

And a lot of evenings spent in ice baths.

``You're basically tearing micro muscle tissue every day,'' Reeves explains. ``So you get inflammation. And I'm 38 years old, man. I'm not 22 and bouncing around.''

Not everybody suffered, though.

``I l-o-o-ved working on the wires,'' says Jada Pinkett Smith, who's new to the franchise as freedom fighter Niobe. ``The most fun for me was flying on those wires and working with the kung fu team. I loved seeing the expressions on their faces when they'd give me a move. They'd yell, 'You pick up so fast,' and were just so happy.''

On a more dire note, the production was hit with irreversible tragedies just as the Australian leg of the marathon was getting under way in the late summer of 2001. First, singer-actress Aaliyah was killed in a Bahamas plane crash (her role in ``Reloaded'' was taken over by Nona Gaye). Then, Gloria Foster, who played the key part of the Oracle in the series, died.

``Sometimes, when you're in a movie, you think, 'Oh, nothing's going to happen,' '' Moss muses. ``Well, I broke my leg, we had two actors that died, we had Sept. 11 just before we were shooting.

``Y'know, you suddenly start wondering: What am I making a movie for? I had to go sit with the brothers and have them explain to me why I needed to go to work.''

The Point

Metaphysical explanations are another Wachowskis specialty; they're the intellectual glue that melds all that fighting, reality-phasing and special effecting in the ``Matrix'' movies into something meaningful.

But since they're not saying exactly, we had to ask the brothers' adoring collaborators what it all might mean.

``This one is about choices,'' Pinkett Smith says of ``Reloaded.'' ``Every day, we have to make choices of some sort. Am I going to run this yellow light or stop until it's red? Throughout your whole day, you have your small choices and your big choices. I love that about it; it's such a universal concept.''

Asked what he's learned from playing Neo, Reeves replies, ``His ethics and his search for his authentic life and how he deals with people and himself, I admire. It's like, can you live up to that? Can you live up to the best part of yourself every day?''

The project even offered enlightenment for Silver, who's made several fortunes producing ``Lethal Weapons,'' ``Die Hards'' and, more recently, the likes of ``Cradle 2 the Grave.''

``Look, I'm guilty of helping to dumb down the audience. I've made some pretty stupid action movies,'' Silver admits. ``But what I think the Wachowski brothers have done is let us look at this art of theirs - which is not just art, but is fortunately very commercial - and they've allowed it to make audiences think and talk about it. What is it saying and what is it all about and what is choice and what is causality and what does this all mean? And I think that's great. I do.''

And the biggest believer of all? Not some demi-deity or a mind-mangling mega-mainframe, but the man responsible for bankrolling all the ``Matrix'' madness has, well, faith.

``We're a studio that really makes big bets,'' says Warner Bros. president and chief operating officer Alan Horn. ``I think it's the way to go. But this is the biggest - really, the very, very biggest. And it's just such good work. I've had people come to me and say, 'I was blown away by the special effects.' Other people say, 'This is the first time I really felt the love story.' Others say, 'I could just listen to the dialogue all day.' ''

More to 'Matrix' than three movies

``The Matrix Reloaded'' is not only the most anticipated movie sequel of the year.

It's also the first of two simultaneously shot sequels (``The Matrix Revolutions'' opens worldwide - at exactly the same moment, we're told - on Nov. 5). But to get the full vision of Larry and Andy Wachowski's dystopian future cyberworld, you'll also have to play the brothers-directed video game ``Enter the Matrix'' ($49.99, available in stores the same day ``Reloaded'' hits theaters, May 15) and watch ``The Animatrix'' (released June 3, $19.98 for VHS format and $24.98 on DVD), a collection of nine short, ``Matrix''-related cartoons directed by the cream of cutting-edge U.S. and Japanese animators.

Quite a pricey saga to keep up with. But Joel Silver, producer of the whole ``Matrix'' megillah, says that it could have been worse.

``The studio wanted to put out a big (DVD) reissue of 'The Matrix' with added features, and we wouldn't let 'em do it,'' says Silver, noting that anyone wanting a refresher course before seeing the sequel could have caught the original movie, for free, on Fox last Friday. ``It wouldn't have been fair to ask our fans to run out and buy it. We're asking them to see the new movie, to buy a video game, to buy 'The Animatrix,' to see another movie and to, maybe, buy two DVDs (of the new films). That's a lot of money. Anything else would be greedy.''

Whatever they think about ``Reloaded,'' those inclined to purchase the extra products are likely to feel their money was well spent. They're lavishly produced. The video game cost around $20 million to make, nearly 10 times the industry average. And ``Animatrix'' tells nine terrific stories in wildly different, graphically striking ways, while over an hour's worth of live footage using the new movies' actors and sets kicks the video game's visual pleasures way higher than the medium's norm.

``In Japan, animation is usually created on very low budgets,'' anime auteur Mahiro Maeda notes through an interpreter. Asked how he liked the comparatively luxurious funding he got for the two ``Animatrix'' segments he directed, Maeda grins and nods vigorously.

Another inducement: Both products' multiple story lines can be somewhat integral to the films' convoluted plot.

``I don't think 'somewhat' is the right word,'' Silver corrects. ``It's not promotion. It isn't lunch boxes and Happy Meals. It really is story related. Some of the stuff that you see in the game directly relates to the movie. Now, if you don't see the game, it doesn't matter, you'll still enjoy the movie. The same when, in the movie, a kid and Neo are talking about being set free, that's a story in one of the animes.''

Whatever their pleasures, the video and video game are clearly here to feed off ``The Matrix,'' not the other way around.

Says Michael Arias, the cartoons' American producer: ``I've always felt that we, 'Animatrix,' have a lot more to gain from the promotional muscle of a movie like 'The Matrix' than they from us. I mean, I don't know if people are going to see 'The Animatrix' and then say, 'Oh yeah, maybe I'll go see ``Reloaded.'' ' If you're thinking of 'The Animatrix' as a big commercial for the franchise, it's a very, very, very ambitious commercial.''

- Bob Strauss

1 actor, 100 bad guys with high-tech help

By Bob Strauss

Film Writer

While it may seem nothing is impossible for the ``Matrix'' makers, they could not clone Australian actor Hugo Weaving for ``The Matrix Reloaded's'' most eye-popping fight scene, the Burly Brawl, in which 100 exact replicas of Weaving's Agent Smith take on Keanu Reeves' hero Neo.

But they did the closest thing. Using a new digital process dubbed Universal Capture, visual effects supervisor John Gaeta and his team were able to morph Weaving's facial features as perfectly as has ever been done onto 12 live stuntmen and 87 virtual characters for the physically impossible mega-rumble.

``We're not just making computer-generated actors in the traditional ways that you would in a fully animated picture like 'Toy Story,' '' Gaeta says of his new system, which is also used in other parts of the sequel. ``What we're doing is dimensionally recording performance, and it is, frame-for-frame, the performance that they give.

``Universal Capture is, basically, training five high-definition cameras on an actor who does a performance, which can be anything from articulate speech to expressions,'' he adds. ``From those five views, we are able to measure every detail of the shape of the actor's face during that performance. That winds up looking like a three-dimensional model that is moving over time. Every frame has got a unique shape associated with what they were doing. From the same five views, we collect all the exact detail of their skin, their eyes, their lips, everything. Then we have a process of projecting back upon the exact texture that is associated with that moment in time.''

There is more to it, of course: algorithms and computer commands and untold man-hours of painstaking adjusting.

But, ``To boil it down, virtual cinema is no different than virtual reality,'' Gaeta explains. ``It's a simulation that is based off of a real event. The wonderful thing about it is that you are now free to compose at will, any way you choose. Would it be right for any film? Probably not for 'Shakespeare in Love.' But it's a great vehicle for people who want to use their imaginations to show a stranger perspective on a scene.''

CAPTION(S):

4 photos, 2 boxes

Photo:

(1 -- cover -- color) THE MATRIX decoded

(2) Neo-realism: Keanu Reeves says the physical demands of the ``Matrix'' sequels put him in many ice baths. ``I'm 38 years old, man. I'm not 22 and bouncing around.''

(3) ``The Animatrix'' features nine animated shorts that interweave with the overall ``Matrix'' trilogy plot.

(4) ``The Matrix Reloaded'' uses a new technology called Universal Capture to create 100 copies of Hugo Weaving's Agent Smith for this brawl with Keanu Reeves' Neo.

Box:

(1) More to 'Matrix' than three movies (see text)

(2) 1 actor, 100 bad guys with high-tech help (see text)