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Neo, Morpheus, Trinity, and the rest of their crew continue to battle the machines that have enslaved the human race in the Matrix. Now, more humans are waking up out of the matrix and attempting to live in the real world. As their numbers grow, the battle moves to Zion, the last real-world city and center of human resistance.
The X-Men have opponents new and old to face this time around. Magneto is back, but there is also a threat to Professor Xavier's school for mutants led by a human named Stryker, not to mention a vicious woman named Yuriko who has it in for Wolverine.