metaphysician
Not a Side-Kick
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The MPAA and its ratings are a joke. The Matrix got an R rating but there was never any graphic violence or nudity in it. Even the big fights were extremely stylized and nearly bloodless, certainly nowhere near as brutal as CATWS's showdowns. All they could have flagged was language, which was tamer than a lot of PG-13 comedies. Then around comes X2 which has a scene of two characters skewering each other repeatedly with metal claws, not to mention Ang Lee's Hulk with the dog torture scenes, and those got PG-13 ratings. There is neither rhyme nor reason to the MPAA's decisions.
If I had to make a guess, the difference was the gunfights. The Matrix had a lot of gun play, often involving the heroes shooting up police or other authority figures. Between the "realism" and the violence-against-authority element, I can see that being rated more harshly than more "fantastic" violence.