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Before crushing the spirits of all you nerded-out Neo wannabes, I will say this about The Matrix Reloaded: The stinkeroo sequel to 1999’s kung-fu-gripping hit has two of the most spectacularly inventive action sequences in the history of silly summer blockbusters. Even those of you who don’t own a “Byte Me” shirt might have heard about them—and with good reason.

In the first, Neo, the Christlike, black-coated freedom fighter played by Keanu Reeves, takes on 100 incarnations of his nattily dressed nemesis from the first flick, Agent Smith (Hugo Weaving). You’ll gawk and grin as the punching, kicking, twirling Neo, seemingly screwed in a small urban playground, battles waves and waves of same-faced nasties who keep bouncing back for more. It’s a seamless ballet of high-flying martial arts (choreographed by Yuen Wo Ping) and newfangled CGI trickery called universal capture. (“Bullet time” is sooo four years ago.)

The filmmakers had to build their own friggin’ freeway to choreograph the $150 million sci-fi flick’s other crash-boom-beautiful set piece. For 14 minutes, writers-directors Larry and Andy Wachowski have way too much fun reinventing the chase scene: staging intricate fights on the tops of trucks and in the confines of a compact car, pummeling all manner of SUVs and motorbikes, and using a camera that doesn’t just zip around autos at 100 mph but also whooshes jarringly under them. It’s flat-out astounding, and it makes the road-raging in Bullitt look like something out of Herbie Goes Bananas.

But—spoilsport alert!—the playfulness the Wachowskis display during those combined 20 minutes is all but absent from the film’s remaining two hours. In fact, the rest of Reloaded is actually…really boring. In other bad news, it’s also as convoluted as its predecessor was streamlined. And, at 138 minutes, it’s downright endless—no, wait, the movie has about 10 endings, each a lamer, head-scratchier attempt to set up November’s trilogy-ender, The Matrix Revolutions. Even most of the fight scenes lack punch.

The brothers showed a wicked sense of humor in The Matrix—after all, Keanu Reeves was charged with saving the world. They also knew when to lay off the Alice-in-Cyberland philosophizing and when to go shoot up a lobby as it’s never been shot up before. But now it seems that the filmmakers have caught a bad case of the Phantom Menaces, a mysterious ailment that causes seemingly smart directors to blow so much heavy-handed storytelling and (not-so) deep meaning into their once enjoyable franchise that no one knows or cares what’s going on.

I’ll give it a try anyway: Except for the rogue city of Zion, protected by such ammo-packing hacker studs as Neo, Morpheus (Laurence Fishburne), and Trinity (Carrie-Anne Moss), Earth in the distant future is still under the control of the malevolent Machine Army. The rest of us think we’re living large, but we’re really just helpless nekkid pod people, plugged into the granddaddy of all mainframes. The Matrix, which looks, feels, smells, and tastes like real life, is actually nothing more than a superfancy computer program making us think life is peachy.

For the final step of world domination, the Machine Army plans on attacking Zion—which looks like a cross between an Industrial Age steel mill and Luray Caverns—with 250,000 Sentinels, metallic tentacled thingies that destroy everything in their paths. So it’s up to Neo’s crew on the good ship Nebuchadnezzar to (1) consult the Oracle (Gloria Foster), who, it turns out, might be working for the other side; (2) free the mysterious Keymaker (Randall Duk Kim), who has access to the mainframe, from the clutches of the evil Merovingian (Lambert Wilson), who has access to bad dialogue; (3) blow up the mainframe; (4) save the world; and (5) do some other stuff that sounds really, really complicated.

With no idea that sequels were in their future, the Wachowskis wrote themselves into a major corner at the end of the first film, granting Neo—aka the One—the ultimate happy-ending power. He was essentially invincible and omnipotent—the Big Guy in the sky. To level the playing field a bit, there’s now a question of whether Neo is nothing more than a lie created by the Machine Army to give the people of Zion false hope in a false god. (Never mind that Neo’s final act of heroism is such a holy trump card that you wonder how anyone could die on his watch.) The Wachowskis have also given their various Agents “upgrades”—they’re now faster, stronger, and smarter. Especially Agent Smith, who, with his ability to duplicate himself, is contemplating his own brand of freelance world domination. Other obstacles include the Twins (Adrian and Neil Rayment)—switchblade-wielding, teleporting albino ghouls who guard the Keymaker—and the Architect, who shows up at the end to reveal a you-saw-it-coming twist.

Of course, Neo & Co. make things a lot harder on themselves by constantly taking time out from their mission to give grandiose speeches about choices and freedom and “systemic anomalies.” Poor Fishburne: Morpheus was a badass in The Matrix, but in Reloaded, he’s a windbag responsible for some of the movie’s lamest dialogue, including “We’re all here to do what we’re all here to do” and “We can never see past a choice we don’t understand.” No one could sell those lines. And they’re evidence that the Wachowskis’ biggest problem was the devastating decision to no longer let style trump substance.

Sure, the slo-mo bullets still have pretty little vapor trails, and the good guys’ leather togs and long black coats all swirl beautifully in the CGI wind. And the new additions to the cast are just as pretty: Monica Bellucci stars as unlikely ally Persephone; Jada Pinkett Smith is Niobe, who used to date Morpheus but, uh, they broke up or something; and professional boxer Roy Jones Jr. plays a Zionist warrior. But every scene runs at least five minutes too long, and if you don’t believe me, just wait ’til you see the techno-soundtracked, Zalman King-worthy orgy on Zion. Hoo boy.

Perhaps the Wachowskis set the bar too high for themselves. What they did in 1999 was revolutionary, but now they seem tired out from trying to stay ahead of the pack. Indeed, watching Reloaded reminded me a little of sitting through the interminable gobbledygook of Star Trek: The Motion Picture when I was 12 and killing time by trying to figure out whether Persis Khambatta was wearing a bald cap. You see, kids, I’m a nerd, too. And I know how these things hurt. CP