Bottom line- bad. And this is coming from a fan of matrix reloaded. below is a basic breakdown of the fight scenes, etc. No plot spoilers. The first hour is almost completely dialogue, mostly of the pot philosophy variety. It makes the stuff the frenchman said in the last one seem like clearheaded straight thinking in comparison. Theres one short fight scene in this half. It looks a lot like that scene in the building lobby of the first one, where neo and trinity went in to save morpheus. But with less guns and a twist- the villians fight on the ceiling!!! What is up? What is down? You probably won't care, because tactically, its a pointless thing for the bad guys to do; they're just trying to spice up the fight scenes everyone has gotten used to. And it doesn't work. Then comes the attack on zion, which builds up with a lot of soap-opera type drama between characters that even the biggest matrix fans probably can't keep the names straight of. The fight scenese basically look like "Battlefield earth", but better done. But theres only so far you can take drama between giant tentacled robots and dirty human beings. Theres just something tacky about it. Then comes the final third, the big showdown advertised in the previews. This is the best part of teh movie, for what its worth. they use rain and lightening to liven it up, and theres flying involved, but this stuff was already pushed to the hilt in the first one and beaten to death in the second- theres only so many times you can watch people fly in to walls cracking the concrete behind them before it gets boring. I The first movie was about thinking outside the box, breaking the constraints of society and doing things that were supposed to be beyond our physical limits. That was cool stuff. The next was a set-up to a punchline no-one knew or understood, but at least kept some of us happy with some great kung-fu fights between the expositions. This last one is just the excess of a couple science fiction fans with a carte-blanche budget, the kind of thing that usually never gets past pulp novels because there aren't enough people that want to see it.