Blending zen mysticism, apocalyptic storytelling and eye-popping martial arts action, the movie became an instant pop culture phenomenon. Its "bullet time" effects and stuttering use of slo-mo in the middle of slam-bang fight scenes became Hollywood's most mimicked stylistic flourishes -- co-opted in everything from commercials to a spoof in "Scary Movie 2." It opened Western eyes to the amazing, balletic fight scenes of Hong Kong flicks, making way for the massive success of "Crouching Tiger, Hidden Dragon."

And "The Matrix" was cool. Way cool. Cooler than anybody thought a movie starring Keanu Reeves could ever be.

The first of two sequels, "The Matrix Reloaded" has to compete against its own legacy while continuing the story, which wraps up with "The Matrix Revolutions," opening Nov. 5. Like last year's "The Lord of the Rings: The Two Towers," it stampedes toward its conclusion with some of the same problems you might expect from the middle film of a trilogy.

The world is still ruled by artificial intelligence. Machines keep most of humanity hardwired in cocoons, dreaming a dream of reality that is really the computer program known as the Matrix. Now established as The One destined to release mankind from enslavement, Neo (Reeves) is seen by many of the free humans living in the secret underground city of Zion as their savior. Others doubt his mentor Morpheus' (Laurence Fishburne) unwavering belief that the prophecies about Neo are true.

When machines discover and start digging through the earth's crust toward Zion, it's up to Neo, his lover Trinity (Carrie-Anne Moss) and Morpheus to plug in and find a way into the mainframe computer that runs the Matrix. (Actors Harold Perrineau Jr., Harry J. Lennix and Jada Pinkett-Smith are new team players, but the focus remains on the original trio.)

That's as much plot summary as I'll give, so hard-core "Matrix" fans can relax.

Written and directed by Andy and Larry Wachowski, "Reloaded" can't recapture the shivery, mind-opening mysteries of the first movie, which lured us into the same rabbit hole Neo followed as he learned the true nature of the Matrix and "reality." (Like "The Usual Suspects" or "Memento," the movie trusted we were smart enough to "get" it.) And "Reloaded" can't thrill us with the then-groundbreaking effects that so many other directors plagiarized after 1999. So what the Wachowskis do is up the ante, in ways that are both good and bad.

The good includes some remarkable action scenes. Neo battles a hundred duplicates of the now-free-range Agent Smith (Hugo Weaving), and there's a high-octane, dizzying highway chase scene involving cars, trailer trucks and motorbikes. Trust me, when you leave "Reloaded," you'll probably break the speed limit driving home.

The bad? Well, there's too much of those patented slo-mo shots. And the short, haiku-like zen koans of the first film here become murky, long lectures about fate, choice, cause and effect. The movie might be a taut two hours if you could take out the pauses in Fishburne's speeches.

While the philosophy and the action in "The Matrix" felt integrated, in "Reloaded" you get a lot of portentous talk, then some great action, then some more talk. It dawdles, then it rushes. When the new character Persphone (the astoundingly pneumatic Monica Belluci) calls her long-winded paramour a "pompous [expletive]," you'll agree. But you might spread the blame to the script, which at times makes you feel something you never expected: boredom. You may be reminded of all the speechifying about midichlorians in "Phantom Menace."

Also bad, or at least not so great? Neo flies. Don't get me wrong, flying is cool. "He's doin' his Superman thing," one character says when Neo is busy parting the clouds. But this results, twice, in a variant of a Clark-and-Lois rescue that seems a little convenient for a movie franchise that's often so smart.

In its final half hour, "Reloaded" lurches forward in confusing ways. You wish that some of the philosophical talks had been edited, and that the action scenes were more clearly laid out. I'll probably see the film again -- not just because I want to, because some of the confused storytelling in the last act makes me need to.

But you know what? "The Matrix Reloaded" is still a more thrilling movie than we've come to expect at the multiplex. Its faults are a refreshing anomaly in a Hollywood system that doesn't want to challenge anything above the lowest common denominator. If, in movie terms, "The Matrix" and its dazzling dark glamour represented The One, "Reloaded" ranks as an honorable Number Two . . . and whets the appetite for the trilogy's finale.

Note to fans: You'll want to sit through the long final credits for a minute-long preview of "The Matrix Revolutions."