Dir: The Wachowski Brothers. US. 2003. 138 mins.

If The Matrix (1999) remains memorable for its elegant visuals, ingenious story and cool humour, its sequel Reloaded is a case of system overload. Faced with the challenge of crafting back-to-back sequels (part III Revolutions is due in November), the mysterious and brilliant Wachowski Brothers have opted to construct a mythic saga a la Star Wars and Lord Of The Rings in which man battles machine for control of the world. That myth-building is decidedly incongruous with the sleek simplicity of Matrix I and the result is an unbalanced, frustrating opus in which there are only occasional glimpses of the zeitgeist point-of-view which made the original a cultural and technological phenomenon with worldwide grosses of over $440m.

Does it hit the spot' Will Matrix-junkies be satisfied' Probably. Just. Certainly in box office terms, Warner Bros Pictures has the year's big winner. The studio has masterfully driven must-see on this film to frenzied levels, with bold marketing materials and sophisticated tie-in games and spin-offs. It will post record openings and few other titles this year have a chance of beating it.

But if the film is disappointing - and few films can ever live up to this level of hype - it is also one of the most ambitious event films in recent years and is so crammed with invention and complicated plot manoeuvres that, like its predecessor, it easily merits a second viewing, a factor which could drive up grosses even further. It is, for the most part, intriguing and, since its resolution is inconclusive, might have more meaning in partnership with Revolutions, which is only six months away.

The film opens with a dream which is haunting Neo (Reeves) in which his lover Trinity (Moss) breaks into a building in The Matrix but is then killed by an agent while falling out of it. When he awakes, we join Neo and Trinity on the Nebuchadnezzar, the ship captained by Morpheus (Fishburne), as it heads to Zion, the last bastion of humans on earth which is an underground city under siege from the Machine Army. Once in Zion, we are introduced to new characters - ship captain Niobe (Pinkett-Smith) who is the old lover of Morpheus, her new lover the military commander Lock (Lennix), crewmember Link (Perrineau) and his devoted girlfriend Zee (Gaye) and Anthony Zerbe and Cornel West as two city councillors. Morpheus still has faith that Neo - aka The One - is destined to overthrow the machines as does much of Zion's population, but Lock believes that military resistance is the only way to defend the city.

The film dawdles in Zion which is dressed in classic shabby movie colony style a la The Time Machine or Mad Max Beyond Thunderdome, and the backstory of the resistance against the machines echoes similar movie conflicts from the Terminator movies. Although the Wachowskis liven these scenes up with exotic dancing and an erotic lovemaking scene between Neo and Trinity, Zion is a tired milieu unworthy of the Matrix creators. The mere naming of Councillor Hamman (Zerbe) and Councillor West (West) smacks of similar faux politico-structures from the new, equally stale, Star Wars trilogy.

Fortunately Reloaded then steps up a gear. With the machines just hours away from Zion, Neo (who now has the ability to fly) is summoned by the Oracle (Foster) into the Matrix for his latest instructions.

Having defeated her bodyguard Seraph (Chou) in one of the film's numerous martial arts fights choreographed by Yuen Wo Ping, the Oracle tells him that he must locate the Keymaker who holds the key to the mainframe where the answers to the Matrix lie. The Keymaker is currently being held captive by the villainous Frenchman Merovingian (Wilson).

First, however, Neo is confronted by Agent Smith (Weaving), who has been freed from the Matrix by his death in the first film and has developed the power to duplicate himself. Hundreds of Smiths engage Neo in an elaborate battle but The One overcomes him/them.

Neo, Morpheus and Trinity then visit Merovingian who engages them in a philosophical discussion on cause and effect. The three leave without the Keymaker but on their way out, Merovingian's wife the beautiful Persephone (Bellucci) offers up the hostage (Chou) in return for a sensual favour from Neo.

The action then takes over, first in a confrontation with Merovingian's men (kung fu experts Neil and Adrian Rayment play the twins) and then on a freeway as a horde of agents attempt to recapture the Keymaker. Finally, Neo is free to make his assault on the Mainframe with the Keymaker, but there he confronts the Architect (Anthony Wong) who reveals disturbing secrets about the balance of the world to Neo and informs him that he must make a choice - either save the human race or save Trinity who, as in the film's opening dream, has pursued Neo and Morpheus into the building which houses the Mainframe.

Ending on a cliffhanger which will be resolved in Revolutions in November, Reloaded is as complicated as it sounds and often borders on the pretentious in its pseudo-religious conundrums and incomprehensible riddles about choice and free will. Ironically with all the CGI on show, the best moments are simple and human such as Bellucci's demands for a kiss or the love scenes between Reeves and Moss which makes for a believable romance.

The lengthy action sequences, while extraordinary in scale and spectacle, lack suspense in their outcome and novelty in their execution. Whereas The Matrix broke new ground and spawned a host of imitators, Reloaded just does the same thing on a bigger scale, a fact which leaves it feeling, dare one say it, rather old.

Prod cos: Silver Pictures, Warner Bros Pictures, Village Roadshow Pictures, NPV Entertainment.
Worldwide dist: Warner Bros/Village Roadshow.
Exec prods: Andy Wachowski, Larry Wachowski, Grant Hill, Andrew Mason, Bruce Berman.
Prod: Joel Silver.
Scr: The Wachowski Brothers.
DoP: Bill Pope.
Prod des: Owen Paterson.
Ed: Zach Staenberg.
Mus: Don Davis.
Main cast: Keanu Reeves, Laurence Fishburne, Carrie-Anne Moss, Hugo Weaving, Jada Pinkett-Smith, Gloria Foster, Harold Perrineau, Monica Bellucci, Lambert Wilson, Collin Chou, Nona Gaye, Randall Duk Kim, Harry Lennix, Cornel West