Using a close textual and contextual analysis, I trace themes of gender and race in the Matrix trilogy, arguing for the presence of a parallel, embedded filmic narrative, one that neatly aligns with African-American critical traditions affirming subjugated ideologies, knowledges, communities and forms. Decoding the films through the lenses of race, womanist, film studies and cultural studies theories, I explore this signified, covert storyline through phenotypes, casting choices, plot twists, and extra filmic events. In this dissertation project, I argue that their preponderance, consistency, and coherence are evidence of deliberate commentary. I further claim that that the trilogy can be reasonably understood as a historically motivated critique of Whiteness and White supremacy, offering references to American slavery and ideologies, as well as to cross-racial ideological domination and collective, coalitional and revolutionary change. Since long standing racial and gender understandings (along with their attendant domination and oppression) persist, examining popular films with transformed constructions is useful in supporting frameworks for conceptual change.