Things aren't looking good, however, as the machine world has sent a quarter of a million robotic sentinels to find the escapees and destroy them and their world that's known as Zion. Accordingly, Lock isn't happy that the crew of the Nebuchadnezzar - consisting of leader Morpheus (LAURENCE FISHBURNE), now all-powerful student Neo (KEANU REEVES), ally Trinity (CARRIE-ANNE MOSS) and pilot Link (HAROLD PERRINEAU) -- has been following their own course of action, including visiting the Matrix.

As they and the rest of the humans prepare for battle, Neo must also contend with Agent Smith (HUGO WEAVING), the anthropomorphic physical representation of the machine world who has similarly managed to escape the Matrix and wants his revenge on "The One."

After an encounter with him and his many duplicates, Neo visits the Oracle (GLORIA FOSTER), who informs him that they'll need to find the Key Maker (RANDALL DUK KIM) if they want to succeed. Unfortunately, he's been kidnapped by the powerful Merovingian (LAMBERT WILSON) and his goons.

From that point on, and with the help of Lock's lover, Niobe (JADA PINKETT SMITH), and Merovingian's wife, Persephone (MONICA BELLUCCI), Neo and his allies set out to do what they can to stop the machines and save humanity.

Thus, when a film follows its predecessor or a similar effort that came before it, audiences seem to expect and/or demand something far more grandiose than what they've already seen. Not surprisingly, the Hollywood studios are always happy to oblige.

That's particularly true of sci-fi and action sequels where the special effects and/or stunts have to be more impressive than the first time around. Since the original "The Matrix" was heavily steeped in both, I worried that its sequel, "The Matrix Reloaded," would fall prey to that cinematic malady and forsake story in favor of visuals.

Since so many films have since copied the original's "bullet time" effect (where the camera spins around an object, person or scene in slow motion and that originated with a Gap TV commercial and not the first film), the question was whether returning writer/director siblings Andy and Larry Wachowski ("Bound") would feel obligated and/or try to up the ante.

The answer is that they have - often in jaw-dropping spectacular fashion - but bigger doesn't always translate to better here. The strong point of the original was its wild and imaginative sci-fi plot where reality wasn't always what it seemed and "alternate worlds" collided in a unique and fascinating fashion.

All of the gee-whiz effects and flashy scenes and stunts were really just delectable bits of icing on an already tasty cake. Here, those roles have been reversed, although the story gets the short end of the stick. The result is that viewers are likely to be amazed by what occurs, but will then realize that they've witnessed style over substance. That's because so much of what's on display is meaningless and/or essentially empty of reason (outside of amazing the spectator).

Part of the problem stems from the fact that the effort also suffers from middle-child syndrome (the third and supposedly last installment arrives in fall 2003). The novelty (sci-fi and otherwise) is thus gone, resulting in the Wachowski brothers having to expand the scope of the plot and number of characters.

The result has several less than favorable repercussions. For one, the first film was fun because it had a relatively small central cast of characters caught up in a topsy-turvy world filled with unbelievable revelations and villains where they had to figure out what was occurring and fight to survive while doing so.

This one's expanded that out to show that the free humans are vast in number, organized and preparing for battle. While diehard aficionados and techno-geeks might get off on the new offerings, related dialogue and plot developments, a great deal of that is nothing more than pompous posturing.

In fact, and despite the presence of some action set pieces, the first hour or so reminded me of the recent "Star Wars" films where the exposition and non-action moments are uneventful and dreadfully boring. Although I didn't feel this way until seeing this sequel, the overall story is also quite similar - in fact too much so - with the original Lucas trilogy (with the master, increasingly proficient apprentice and the organized "government" that wants to squash the rebel uprising). Sure, there are differences in the particulars, but the basic thrust is otherwise the same and this film only reinforces that.

None of which is meant to mean that this is an awful experience. Once the initial mediocre hour of drama and meaningless action is out of the way, the enjoyment factor kicks in with full throttle force during a prolonged action scene set on L.A.'s 101 Freeway. Just like "Bullitt," "The French Connection" and "T2" set the standard for vehicle chase sequences before it, this one moves the bar to a previously unattainable level. Simply put, the wild, heart-pounding and probably very expensive set piece is worth the price of admission alone.

It's also easily the highlight of the film, although an earlier scene (one of those meaningless ones) where Neo battles an ever-increasing number of Agent Smiths is rather fun to behold as well. The momentum ebbs and flows before, between and after those signature moments, but at least it's far better maintained in the second half.

With all of the action, stunts and special effects, there's not much room for acting, at least on any sort of deep or emotionally connective level. The principals of the original -- Keanu Reeves ("Hard Ball," "Sweet November"), Laurence Fishburne ("Biker Boyz," "Event Horizon"), Carrie-Anne Moss ("Memento," "Red Planet") and Hugo Weaving (the "Lord of the Rings" films) - return and are in fine fighting form.

Assisted by action choreographer Yuen Wo Ping ("Crouching Tiger, Hidden Dragon," "The Matrix") and lots of digitally erased flight and fight wires, most of their time is spent in constant motion. There is some time for non-action drama. Yet, while it's passable, there isn't anything terribly memorable, let alone moving or engaging from a human standpoint. In fact, it almost feels like a machine - rather than humans -- concocted their material and the overall film.

The likes of Harold Perrineau ("Woman on Top," "Best Man"), Jada Pinkett Smith ("Ali," "Bamboozled"), Monica Bellucci ("Tears of the Sun," "Malena"), Harry Lennix ("Collateral Damage," "Pumpkin") and Lambert Wilson ("Jet Set," "The Blood of Others") join the growing cast and are okay (with the latter getting the most flamboyant role). They don't get enough time to make much of a difference, however, and clearly fall into the nearly impenetrable shadow of all the effects.

That probably won't bother those who love spectacular visuals and kinetic mayhem where the action constantly alternates between slowing down, whipping around and generally breaking the laws of physics (just like the characters). This film offers all of that in spades, but those who see through the grandiosity of it all won't likely be singing its praises as loudly, particularly when considering the boring and somewhat murky drama.

I like the film better now than right after I saw it, but certainly not as much as the far superior original. "The Matrix Reloaded" rates as a 5 out of 10 simply for providing some amazing, hold on roller coaster moments tinged with brief bits of heady sci-fi.