the issue of representation remains a key area of exploration for critical theory and philosophy during the 20th century. broadly speaking, the project, in part, of post-structural and postmodern theorists has been to explore representation and the way in which our altered stance towards it has reconfigured the scope of our understanding of the social, political, economic and artistic worlds. specifically, jean baudrillard and gilles deleuze most radically investigate what exactly such a challenge to our understanding of the world means through their concepts of simulation, which depart from its source in plato’s theory of forms. this thesis employs the wachowskis’s blockbuster films the matrix trilogy as examples through which to apply baudrillard’s and deleuze’s concepts of simulation so as to probe the limits of the meaning of representation as it applies to contemporary film and critical theory. this thesis looks at both the genealogy as well as the contemporary uses of simulation in the works of baudrillard and deleuze, while also expanding this analysis to include other relevant concepts in both theorists’ vocabulary such as symbolic exchange, territoriality, and becoming. the works of baudrillard and deleuze are contrasted at various points throughout the thesis in their application to the matrix trilogy so as to show not only the particularly relevant nuances of the concepts of both theorists, but also in order to expand the analysis of the wachowskis’s films so as to interrogate the value of each theory when put into practice in a contemporary, cultural film. the character analysis of the matrix trilogy specifically focuses on neo and agent smith, both of whom stand in a problematic relationship to the mechanics of representation; the former’s identity is unstable as it operates within and from without the matrix program, while the latter’s identity is, at best, indeterminate as it is self-propelled and chaotically multiplies through viral replication. neo is analyzed with regards to the key references made by the matrix trilogy to baudrillard’s work in such scenes as the one in which simulacra and simulation appears as a prop in neo’s apartment, as well as his discussion with morpheus that makes direct reference to the borges fable. baudrillard’s own dismissal of the film as accurately responding to his theories is also considered. this analysis is developed further by contrasting baudrillard’s and deleuze’s versions of simulation through brian massumi’s characterization of the latter’s privileged space of resistance. here, baudrillard’s orders of simulation and symbolic exchange are juxtaposed with deleuze’s simulation and becoming in an exploration of the figure of agent smith and the extent to which either theory can provide resistance to hegemonic systems in post-representational contexts.