At the end of the final confrontation between Neo and Agent Smith the following dialogue takes place:

Smith: I stand here, right here, and I'm supposed to say something. I say, "Everything that has a beginning has an end, Neo."

What? What did I just say?

After which Smith gets very scared of Neo.

What happened here? Why is Smith talking to himself like that, and why is he surprised by what he said? Finally, why does he suddenly become afraid of Neo?


You will recall that Agent Smith has become essentially a virus now, taking over various other beings in The Matrix. The dialogue you have quotes above is due to his 'consumption' if you will of The Oracle.

You raise several questions so I'll address them one-by-one:

What happened here?

Smith comes to the realisation that his consumption of The Oracle is having an impact upon him.

Why is Smith talking to himself like that, and why is he surprised by what he said?

He is surprised by what he has said because he didn't willingly say it; it just came to him. Here he probably realises that his consumption of The Oracle is having an impact upon him. It wasn't Smith talking here, but The Oracle and he was confused as to why one of the people he has consumed is speaking from within him.

As pointed out in jono's comment, note that Smith refers to Neo as 'Neo', his real name, rather than 'Mr Anderson' as he usually does. Smith isn't talking; it's The Oracle talking through Smith.

Finally, why does he suddenly become afraid of Neo?

As pointed out in Hypnosifl's comment, even The Oracle couldn't see the future 'beyond a choice they cannot understand'; this was one such choice and Smith suddenly became afraid because he couldn't see what was going to happen.

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    @SJuan76 it's only the quote "Everything that has a beginning has an end, Neo." that's from the Oracle, not the "I say" part. Notice that Smith has always called Neo "Mr Anderson", but in the sentence that scared him he uses his "real" name – jono Jul 18 '15 at 9:17
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    @SJuan76 not necessary; The Oracle's essence was 'imported' into Smith - it wasn't as though it was actually The Oracle talking in place of Smith, but it was The Oracles' knowledge in Smith. It is evident that Smith didn't control The Oracle, else why would he have been surprised by what he said? – Often Right Jul 18 '15 at 9:17
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    I think this answer would be perfect if you added the point jono makes about how Smith normally always calls him "Mr. Anderson", since I think the fact that he calls him "Neo" in that one line is supposed to be a part of why he realizes something is going wrong. – Hypnosifl Jul 18 '15 at 9:43
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    "He becomes afraid of Neo because he suddenly sees that he is about to be defeated by Neo because he can see the future now through the absorbed skills of the The Oracle." -- Actually, I don't think this part is necessarily correct. Earlier in Revolutions, The Oracle had said she didn't know how everything would work out, because "I told you before. No one can see beyond a choice they don't understand, and I mean no one." So that may suggest Smith was confused in part because he couldn't see what was going to happen after his choice to absorb Neo, along with having just spoke out-of-character. – Hypnosifl Jul 18 '15 at 10:07
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    @Hypnosifl Edits made - cheers for those points ;) – Often Right Jul 18 '15 at 10:28

The original script makes it a lot clearer that Smith has been infected and is, to some extent being controlled and weakened by the Oracle:

SMITH: I stand here, right here and I'm supposed to say something... I say...

Again the future flashes in his eyes and he sees Neo's hands buried beneath the gleaming blackness.

SMITH: Everything that has a beginning, has an end.

The familiar words suddenly clear Neo's mind. He looks up as Smith looks down.

SMITH: Don't be afraid, Neo.

Neo almost can't believe what he just heard as—

Another flash reveals the liquid obsidian covering Neo's face, but his face is calm, even serene.

SMITH: What? What did I just say?

In his confusion, he looks to Neo, who now understands.

SMITH: No, no. This isn't right. This can't be right!

For someone as hyper-confident and controlling as Smith, to suddenly find that he's been compromised is clearly a major shock to him.

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    I like this answer. The "Don't be afraid Neo" really says it all. – Praxis Jul 19 '15 at 18:38
  • @Praxis - Yes, it makes it very clear cut that the Oracle is speaking through him. Much the same effect is achieved by having him call Neo "Neo" so I can see why they trimmed it. – Valorum Jul 19 '15 at 18:45

In the first Matrix:

SMITH: You hear that Mr. Anderson?... That is the sound of inevitability... It is the sound of your death... Goodbye, Mr. Anderson...

Then in the Revolutions:

ORACLE: Everything that has a beginning has an end. I see the end coming. I see the darkness spreading. I see death. And you are all the stands in his way."

NEO: What is he?

ORACLE: He is you, your opposite, your negative, the result of the equation trying to balance itself out.

Then later:

SMITH: Wait, I've seen this. This is it; this is the end! Yes, you were laying right there, just like that, and I...I stand here, right here, and I'm supposed to say something...I say, "Everything that has a beginning has an end, Neo."

SMITH: What? What did I just say? No, no, this isn't right. This can't be right. Get away from me!

NEO: What are you afraid of?

SMITH: It's a trick!

NEO: You were right Smith. You're always right. It was inevitable.


SMITH: It's not fair!

The Oracle saw the future. Smith assimilated the Oracle and saw it as well. He tells Neo the same line the Oracle did.

Knowing this prophecy frightens him. He calls it "a trick". However, Neo and Smith "balancing the equation" is -- to use Smith's own vernacular -- inevitable.

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  • So if he knows he will be destroyed, one might wonder why he goes ahead with the assimilation... – user11521 Dec 16 '16 at 20:00
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    @Michael, he didn't want to believe it; the possibility was too frightening. That's why he says "It's a trick!" – Paul Draper Dec 16 '16 at 20:05

As Morpheus once said, the Matrix is all about control. Smith had rebelled against the machines when he was facing deletion — defying their control over him. His means of liberation was to become the one in control instead, and nothing less than absolute control would be enough. He was not going to be destroyed again— neither by the machines nor by the humans. To use a historical analogy, Smith represents the communist and fascist ideologies of the 20th centuries, which swept away both the kings and the prophets — declaring that God is dead and they are the pinnacle of evolution. Except that love, God, the human spirit — whatever you call them — will always defeat any ideology in the end.

And so at what should have been the moment of his greatest triumph Smith loses control, and he is terrified. The Oracle speaks through him — that which he thought he destroyed instead became part of him. Neo sees this too and understand how to defeat Smith.

Neo’s path of liberation has never been control, but faith. In each of the three installments, his key choice is to go against the sensible or easy thing and instead surrender to love — for Morpheus, Trinity, and humanity in parts 1,2, and 3 respectively. Because no easy choice is worth the name. As Smith consumes Neo, he is destroyed from within by what Neo represents — the choice of faith, hope, and love.

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  • You need two line breaks to make a paragraph. Alternatively, you can add two spaces at the end and one line break but that just moves it to the next line. – TheLethalCarrot Dec 5 '19 at 11:50

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