The Resistance builds in numbers as humans are freed from the Matrix and brought to the city of Zion. Neo discovers his superpowers, including the ability to see the code inside the Matrix. With machine sentinels digging to Zion in 72 hours, Neo, Morpheus and Trinity must find the Keymaker to ultimately reach the Source.

The human city of Zion defends itself against the massive invasion of the machines as Neo fights to end the war at another front while also opposing the rogue Agent Smith.

Fantômas is a man of many disguises. He uses maquillage as a weapon. He can impersonate anyone using an array of masks and can create endless confusion by constantly changing his appearance.

In the third and final episode of the trilogy, Fantômas imposes a head tax on the rich, threatening to kill those who do not comply.

Kathy leaves the newspaper business to marry homicide detective Bill, but is frustrated by his lack of ambition and the banality of life in the suburbs. Her drive to advance Bill's career soon takes her down a dangerous path.