GM donated three hundred cars for use in the production of the movie. All three hundred were wrecked by the end.

Around 97 percent of the materials from the film sets were later recycled after filming had been completed. In one example, tons of wood were sent to Mexico to build low-income housing.

Sean Connery was originally picked to play The Architect, but turned it down because he couldn't understand the concept of the movie. Connery mentions this in an interview on the The League of Extraordinary Gentlemen (2003) DVD.

The film's highway chase sequence took almost three months to shoot (longer than many films' entire shooting schedule).

The role of Seraph was originally written specifically for Jet Li. Reportedly, Jet Li asked for the same amount of money as Keanu Reeves was getting to do the film. The role was then changed to a female and offered to Michelle Yeoh, who turned it down, due to scheduling conflicts.

Earning in excess of 735 million dollars at the worldwide box-office, this was the most commercially successful R-rated movie in history at the time. (However, in some countries it was given a less restrictive PG-13 equivalent rating.) In North America, it surpassed the nineteen-year record holder Beverly Hills Cop (1984) as the highest grossing R-rated release, though it would be surpassed by The Passion of the Christ (2004) less than a year later.

Only a few of the Smith clones were actually played by Hugo Weaving. Open casting calls for males with similar body shapes and structures took place, and Weaving's head was superimposed on them later.

When the Merovingian swears in French, he says, "Nom de Dieu de putain de bordel de merde de saloperie de connard d'enculé de ta mère." This is just a string of curses strung together, and means "Goddamn Whore Filthy Shithouse Jerk Bugger of your mother."

The fight sequence of Neo versus Smith and his clones (a.k.a. The Burly Brawl) took 27 days to shoot.

Laurence Fishburne, Jada Pinkett Smith, and Anthony Brandon Wong all signed on to the film without having read the script.

The special effects cost one hundred million dollars.

Trinity uses a genuine hack to get into the power stations computers. She uses Nmap version 2.54BETA25 (a real port scanning tool used by both network administrators and hackers alike) to find a vulnerable SSH server, and then proceeds to exploit it using the SSH1 CRC32 exploit from 2001.

When Smith pulls up in an Audi at the beginning of the film, his license plate is IS 5416. In the King James Bible, Isaiah 54:16 says, Behold, I have created the smith that bloweth the coals in the fire, and that bringeth forth an instrument for his work; and I have created the waster to destroy.

Samsung produced ten thousand cell phones, like the one seen in the film (model SPH-N270), which sold out quickly.

The inspiration for the morphing effect on the twins was jellyfish.

There were several injuries on the set: Carrie-Anne Moss broke her leg training for a wire stunt, Laurence Fishburne fractured an arm in another training incident, and Hugo Weaving put out a disc in his neck while being pulled back on a wire.

The idea of all programs being born from The Source, an entity of pure light, and returning there after their purpose is fulfilled, is a philosophy borrowed from the Hindu belief in Brahma, who in Hindu mythology, is a god composed of pure life energy. This god created all things, and it is man's destiny to return to Brahmand after his or her destiny is fulfilled.

The 1.4-mile, three-lane loop highway was built specifically for the chase scene on the decommissioned Alameda Point Navy Base. It was destroyed when filming was complete.

The Ship referred to as the Hammer is labeled (and actually named) Mjolnir, a difficult name to pronounce. This explains why nobody calls it by its real name. Mjolnir is the name for the famous Hammer of Thor, the Nordic God of Thunder.

It took Carrie-Anne Moss six months just to get the Scorpion Kick in the beginning scene correct.

It was reported that Keanu Reeves volunteered to give up a claim to a share of ticket sales amounting to around 38 million dollars, when producers feared that the film would never recoup the cost of the special effects.

The monitors appearing in the Architect's room are exactly the same as those appearing in The Matrix (1999), when agents capture Neo for interrogation and insert a bug in him.

In the burly brawl sequence, Neo ultimately battles with over eighty Agent Smiths.

Gloria Foster (The Oracle) died before the end of shooting the second Matrix film. She had done most of her scenes for this film, but none for the third film, The Matrix Revolutions (2003), as well as Enter the Matrix (2003). Mary Alice was chosen as her replacement.

Carrie-Anne Moss did some of her own driving on the motorcycle in the highway scene.

The red chair Morpheus is sitting in when he is expounding on his plan to access the source, is the same red chair he was sitting in when he offered Neo the red and blue pills in The Matrix (1999), and when he explained to Neo what the Matrix was.

Martial arts training for the lead actors and actresses started in November 2000, and lasted eight months.

Laurence Fishburne suggested that his character remove his sunglasses for the fight with the agent on board the tractor-trailer, to remind the audience of Morpheus' fight with Agent Smith in The Matrix (1999) (during which he wears no sunglasses), and to better express his character's vulnerability.

Lambert Wilson's French accent as The Merovingian is intentionally exaggerated at the directors' demand. Wilson speaks English very well and said it was his only deception towards the movie.

The original plan for releasing this film and The Matrix Revolutions (2003), was to release them several weeks apart, not months.

The Matrix Reloaded is the highest grossing film in the franchise.

The Zion rave involved over one thousand extras.

The Wachowskis' contract for doing the The Matrix Reloaded (2003), and The Matrix Revolutions (2003), included a stipulation that they wouldn't have to do any media interviews.

The Matrix Reloaded (2003) promotional material was in such high demand, that distributors were extremely worried about it being stolen. To combat this, standees and banners were sent out with the code names of "Caddyshack 2" and "The Replacements". Several cinemas thought they had not received the materials due to these names, and as such, did not display them until the last minute.

Originally banned in Egypt because of the film's religious themes, but later released after approval of the censorship bureau.

The key of the beginning theme you hear at the beginning of every Matrix movie (rousing strings and horn blasts) ascends with each movie. The Matrix (1999) starts in the key of E minor, The Matrix Reloaded (2003) ascends a whole step to F-sharp minor, and The Matrix Revolutions (2003) ascends half a step to the key of G minor.

When Neo confronts the Architect, the Architect tells him "(the perfect Matrix's) doom is apparent to me now as a consequence of the imperfection inherent in every human being." Images flashing on the monitor screens during these two lines include Israeli Prime Minister Ariel Sharon, Adolf Hitler, a nuclear bomb's explosion, Saddam Hussein, George W. Bush, and United States Defense Secretary Donald Rumsfeld.

The Matrix Revolutions (2003), Enter the Matrix (2003), and this film were shot back-to-back-to-back.

There are twelve hoverships in Zion's fleet, of which ten are shown or mentioned in the films and video game, Enter the Matrix (2003), and whose names and captains are as follows: Osiris - Thadeus; Logos - Niobe; Nebuchadnezzar (Neb) - Morpheus; Mjolnir (Hammer) - Roland; Caduceus - Ballard; Gnosis - Ice; Vigilant - Soren; Icarus - Ajax; Brahma - Kali; Novalis - Tirant. Concept artwork reveals the names of the remaining two ships: the Ganesha and the Vishnu.

During Neo's encounter with the Architect, if you're able to use subtitles, you can see Neo's alter egos displayed on the screens make the following outbursts: "You can't control me!" "I'm going to smash you to bits!" "I'm going to fucking kill you!" "You can't make me do anything you Old White Prick!"

In the original theatrical release of The Matrix Reloaded (2003), many of the signs during the freeway chase had eight-character hexadecimal codes instead of their actual content, as shown in later theatrical versions and on home video. These hex codes were cheat codes for the companion game Enter the Matrix. In that, there is a hacking minigame where these codes are coupled with the "cheat" command to activate the cheats.

The Merovingians were the first dynasty of kings in France. It is also the name of a type of Gnostic Church (many elements of Gnosticism appear in the Matrix films).

When Neo is fighting the Smith clones (The Burly Brawl), some unconventional sound effects were used. When Neo is kicked and flies through and knocks over the group of Smiths, dominoes toppling over was used. At the end of the fight when Neo throws Smith by the leg into his clones, the sound of a bowling ball knocking over pins was used.

Pre-production on the two films lasted for a year, the shooting took a year, and then both films spent a year in post-production.

To prepare for his role in the franchise, Keanu Reeves was asked to read three books: Simulation and Simulacra, Out of Control, and Evolution Psychology. The hollowed-out book in which pre-Matrix Neo hid his hacked programs was a copy of Simulation and Simulacra.

When Trinity hacks the Power Station's computer, the password she uses is Z1ON0101.

The Keymaker, while explaining how Neo will reach the Architect, says they will have to knock out 27 blocks of power, and they will have exactly 314 seconds before the power begins to reroute. In the Bible, the 27th book of the New Testament (Revelation) chapter 3, verse 14 speaks of being a witness to the source of creation (which in the Matrix is the Architect).

According to Oakland city officials, who worked with the filmmakers on the downtown Oakland shots, all red and blue colors had to be removed, so sidewalk curbs were painted over. Also, there could be no greenery or other plant life, so filming was done over the winter, before tree leaves sprouted in the spring.

During the Burly Brawl, there are four totally computer-animated sequences, with no live action whatsoever.

The camera pan sweep over Megacity that begins the freeway chase took over a year to complete as virtually every element, apart from the freeway itself, had to be computer generated.

According to a DVD feature, all the phrases that the monitors of Neo said include "You can't control me!", "I can say whatever I want!", "FUCKING DICK!", "I'll smash you to fucking bits!", "I'll fucking kill you!", "You old, white, prick!", "You can't make me do that!", "FUCK YOU!", et cetera. Thus making the film have 5 f-words, including the one said in French.

The character known to us as "The Kid", is actually of the name "Michael Karl Popper", as revealed in the Animatrix series. Karl Popper was a famous twentieth century philosopher, who notably did work on the nature of free will, and the relation of mind and choice to the physical realms.

When Neo and Smith first meet face to face, a lighting panel is clearly and visibility reflected in Smith's glasses. Remarkably, this is the only instance of this in the film, when so many characters wear sunglasses throughout the trilogy.

Lilly and Lana Wachowski cast Monica Bellucci as Persephone after seeing her performance in Malena (2000).

Helmut Bakaitis explained in an interview, that his inspiration for the Architect's voice was Orson Welles.

When Neo and Smith meet for the first time in the film, there is a piece of white graffiti on the fence behind them. The graffiti is written in runes, and spells out "thew" (thorn, eoh, wynn). "Thew" is Old-English, and means servant or slave. This ties into the theme of the film.

Eva Mendes, Samantha Mumba, Brandy Norwood, and Tatyana Ali were all rumored to be possible replacements for the character of Zee, after the initial choice Aaliyah died in a plane crash on August 25, 2001. Nona Gaye (daughter of late Motown legend Marvin Gaye) was eventually cast in the role.

The tractor-trailer used in the freeway chase scene has Big Endian Eggs written on its side. This is a reference to Jonathan Swift's Gulliver's Travels: The Lilliputians, being very small, had correspondingly small political problems. The Big-Endian and Little-Endian parties debated over whether soft-boiled eggs should be opened at the big end or the little end, (Big-endian has also been adopted as computer terminology.)

The gun that Persephone uses is a COP .357. It is also used by the Replicant Leon Kowalski (Brion James) in Blade Runner (1982).

Lana Wachowski and Lilly Wachowski had been approached to direct Batman Begins (2005), but turned it down to doing the Matrix sequels.

Entered into The Guinness Book of World Records as The Widest Film Print Run, which means that it had a run of 8,517 copies sent out at the same time.

Total Film magazine says this film contains "the worst line ever delivered in a mainstream Hollywood film." The line of dialogue is: "Your life is the sum of a remainder of an unbalanced equation inherent to the programming of The Matrix."

The production spent sixty days in San Francisco. 48 of those days were spent filming the freeway sequence alone.

There are 1,943 names in the credits.

There are many references to the number 101.

The two freeways referenced in the movie were the 101 and the 303. These are also the numbers of Neo's apartment and the Heart o' the City hotel room respectively in The Matrix (1999).

For the burly brawl scene, certain sections of the fights used a digital versions of Neo and Smith. The visual effects team used Sony HDR-900 High Definition cameras to scan their images as to generate digital sequences and Smith clones. For live-action, sequences were shot in eighteen second intervals as to change camera angles and because Neo has more than 250 moves to perform.

The companion video game Enter the Matrix includes a live-action sequence identical to Reloaded, where Monica Bellucci's Persephone agrees to help only after engaging in a passionate kiss; except the recipient isn't Neo, it is Jada Pinkett Smith's Niobe. Just like in the movie, it requires two tries before Persephone is satisfied.

Jada Pinkett Smith was nine months pregnant when she received a call from her agent informing her that she was being considered for a part in the films.

Because the twins' Cadillac Escalade EXT was not in production at the time of the movie's filming, General Motors had to graft together fiberglass Cadillac parts with prototype Chevrolet Avalanche pickup trucks, to create the black truck seen in the freeway chase. The Lincoln Continental from The Matrix (1999) makes a brief cameo appearance toward the beginning of the film. The underground garage where the characters select a car is populated with almost all Cadillacs. The row closest to the door has in age order, a '37 Model 60 V8, then two '57 Eldorado Biarritz's, a black hardtop and a silver convertible, a '63 Eldorado, '66 Eldorado, (The '63 and '66 Eldorados are convertibles only. There were no hardtops.) , '69 and '71 Eldorado Convertibles, The aforementioned EXT and a pre-production model of the 2004 XLR. The second row, has in order, a 1933 LaSalle Model 345C, which is identifiable from a shot in the fight scene in the first row. The rest of the second rows cars are a little harder to identify. There are three DeVilles, definitely a '70 and a '76, and a possible '73, an '81-'84 Sedan DeVille or Fleetwood, and possibly a late '90s Catera.

The script for the movie (while in production) was code-named "The Burly Man". The Burly Man is the title of the script Barton Fink is working on in the film Barton Fink (1991). While shooting the freeway sequence, the directors watched rushes in a vehicle referred to by the crew, as the "Burly Van".

Commander Lock is the only rebel that has a first name in the real world, but one would assume that Thomas Anderson is also Neo's real name).

Monica Bellucci and Keanu Reeves previously co-starred in Bram Stoker's Dracula (1992).

In the beginning of the film, the captains are talking about the final transmissions of the Osiris. The short animated film Final Flight of the Osiris (2003) (part of The Animatrix (2003)) serves as a prequel to The Matrix Reloaded (2003), and reveals how the Osiris crew managed to warn the other Zion ships about the army of Sentinels digging their way to Zion, which they will reach in 72 hours.

During the freeway chase, the police radio dispatcher calls "1-Adam-12, please respond." (at around one minute). This was the call sign of the police cruiser in the television series Adam-12 (1968).

Singer Aaliyah was cast to play Zee, but due to her death the role was given to somebody else.

In the car chase scene, right before they enter the freeway, the word "steak" can be seen on a building in the background. "Steak" was the password given out at the end of the credits of the first movie.

Jada Pinkett Smith previously auditioned for the role of Trinity in The Matrix (1999).

One of the freeway signs during the freeway says Whipple Ave., Woodside Rd., Marsh Rd. - which are three real consecutive freeway exits on the U.S. 101 freeway, south of San Francisco.

The freeway in Akron, Ohio was initially the first choice for the location to shoot the freeway chase scene, but the crew decided not to shoot there, as it would take one hour to back up all cars, as to prepare for the start of a take.

Merovingian's garage contains eighteen Cadillacs from different time periods. These were sourced through the Cadillac Association of New South Wales, as Australia is a right hand drive country, fake steering wheels were inserted into most of the cars, while the original steering wheel was covered up.

The switch-bladed weapons that the Twins use are actually old-fashioned straight-edged shaving razors.

Lara Dutta was offered a role in this film, as well as The Matrix Revolutions (2003), but turned the part down because she didn't like the script.

The freeway exit sign (the one listing Whipple Ave., Woodside Rd., and Marsh Rd.) passed during the freeway chase, is the same sign that you would pass on the real-life U.S. Highway 101, if you had just left the headquarters of Oracle Corporation, and were heading southbound on U.S. Highway 101.

The movie in the background that the henchmen are watching, is The Brides of Dracula (1960). Monica Bellucci played one of Dracula's brides in Bram Stoker's Dracula's (1992)

For his role as the Merovingian, Lambert Wilson significantly exaggerated his French accent, since his natural accent is more of an American accent with some parts of a French accent showing through, due to his upbringing speaking both English and French.

Professional Taekwondo instructors were used for some of the stunts, including WTF silver medalist Master Timothy Connelly.

The modeler of the Nebuchadnezzar put his initials in the back details of the ship. It's hard to see clearly, but when the ship enters the dock in Zion, the rear of the ship fills the frame. Look in the upper left corner for a stylized JHD and upper right corner for a mirrored version of it.

The book Persephone moves to open up the bookcase is Arthur Schopenhauer's "Die Welt als Wille und Vorstellung". The book immediately to its left is "Parerga and Paralipomena", also by Schopenhauer.

The movie's codename, "The Burly Man", is the title of the first screenplay that the Wachowskis developed for Four Corners Productions.

At the freeway chase, a signboard has the exit to a place called Paterson Pass (which is a road between Livermore and Tracy, California, east of the Alameda freeway production site - the exit is off of Interstate 5). This was a reference to Production Designer Owen Paterson.

The oracle, played by Gloria Foster, tells Neo that she loves candy. Ironically, the actress died of diabetes in real-life before the film's release.

The pen the Architect holds is a Lamy Swift rollerball.

Harry Lennix and Laurence Fishburne, would play in Man of Steel (2013) and Batman v Superman: Dawn of Justice (2016). Lennix as General Swanwick and Fishburne as Perry White.

Despite the fact that this was filmed in Super 35, "Filmed in Panavision" is listed in the end credits.

The best-selling 1965 science fiction fantasy novel "Dune" by Frank Herbert was considered to be an influence behind The Matrix films. The Matrix films takes place in a post-apocalyptic future, which rebels are fighting back against machines that have enslaved humans, that are plugged into The Matrix, and Neo is The One, the messiah whom, according to a prophecy, will end the war between man and machine, and free the human race, and destroy The Matrix, and Neo has a recurring premonition of Trinity's death. In "Dune", Paul Atriedes leads the Fremen, in rebellion against Padishah Emperor Shaddam IV and Baron Vladimir Harkonnen, and is reveled as the Kwisatz Haderach, the universe's supreme being who, according to a Freman prophecy, will free Arrakis from the Empire. In the novel, Paul Atriedes has visions and in the history of the Dune universe, the universe was ruled by machines that were destroyed by humans in a great revolt.

The marble floors and columns, plus many other seemingly expensive textured surfaces were actually printed on "grand format" printers and with a scuff- and UV-resistant coating. A number of back-lit surfaces (such as the "amber" elements in the Merovengian's restaurant) were also printed, but on a translucent material.

Monica Bellucci would later go on to star in Spectre (2015), which she had the small role of Lucia, widow of criminal Marco Sciarra, who was a member of the SPECTRE organization. Persephone (Bellucci) is the wife of The Merovingian (A program living in The Matrix as a powerful crime syndicate leader), and she willingly betrays The Merovingian and helps Neo, Morpheus, and Trinity get to The Keymaker.

In the fight with the three agents at the beginning of the film, Neo kicks one of the agents into the lamppost made by Darrow Industries, a reference to the Matrix films' Conceptual Designer, Geofrey Darrow.

Da Brat auditioned to play Zee.

The Merovengian is named after a dynasty that ruled the Franks (in southern and central areas of modern-day France and Germany) for some three hundred years, from 486 to 751. The name translates as "sons of Merovech" who was the founder of this dynasty. They are known for preventing Islamic gains in their lands in central and eastern Europe. The dynasty was ended by the Pope, who ordered that their ruler be deposed and a new ruler from a different line be installed in his stead.

Mostly shot at Fox Studios in Sydney, Australia, apart from the freeway chase and the Burly Brawl which were shot in California.

Michelle Yeoh was offered the part of The Seraph but turned it down due to scheduling conflicts.

Marcus Chong was supposed to return as Tank but after an acrimonious falling out with Lana Wachowski and Lilly Wachowski, his part was written out and the character was killed off off-screen.

Bill Pope: The Director of Photography makes an appearance as a security guard who gets paid to count sheep.

When Morpheus' ship, the Nebuchadnezzar, is destroyed, the line he states "I had a dream, but now the dream is gone from me." is an allusion to the Book of Daniel (Daniel 2:3), where King Nebuchadnezzar has a dream of the Golden image that Daniel interprets for him. In this context, Morpheus is the prophet who guides the ship Nebuchadnezzar. It is of interest to note that Morpheus is the name of the Greek god of dreams - the one who morphs (lit. "forms") dreams. Coupled with information from Enter the Matrix, it's possible that Morpheus' 'real' name is Daniel.

The film takes place in approximately 2699.

The film takes place six months after The Matrix (1999). Incidentally, The Matrix Reloaded (2003) was released six months before The Matrix Revolutions (2003).

In Neo's conversation with The Architect, it is revealed that Neo is in the sixth iteration of the Matrix, and he is the sixth version of the anomaly. Another way of referring to him therefore would be to say he is "Number 6". The Wachowskis are known to be fans of the TV series, The Prisoner (1967) (a blink and you'll miss it clip of the show appears in the first film). The main character of the show, who was also big on individuality and fighting the system, was known as Number 6. Fans of the TV show will spot an even deeper connection between the two numbers, but that would be spoiling the ending of a different title.