LSD Docs/LSD Docs.iso/FILEZ/lsd22.dms/lsd22.adf/Terminator2.script.pp/Terminator2.script

Text File | 1990-09-07 | 217KB | 7,655 lines

                        TERMINATOR 2 SCRIPT.
                        ~~~~~~~~~~~~~~~~~~~~

Supplied by  THE DEALER
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             P/H/A/C sub      1


Reformatted, spelling errors corrected and extra information added
by >>>AMB<<< for LSD docs disk, anyone using this version has ripped
it!

    I advise reading all the way through the script as its cheaper
than watching the film but you may get slightly confused if discussing
the film with someone who has seen the UK cinema release as it misses
some parts out. At the end of this text there's a short analysis of
the main differences which I strongly recommend reading (as I typed it
in!)


START.
~~~~~~
    ext. city street - day

Downtown L.A.  Noon on a hot summer day.  On an EXTREME LONG LENS the
lunchtime crowd stacks up into a wall of humanity.  In SLOW MOTION
they move in herds among the glittering rows of cars jammed bumper to
bumper.  Heat ripples distort the torrent of faces.  The image is
surreal,
dreamy...  and like a dream it begins very slowly to dissolve to:

     ext. city ruins - night

Same spot as the last shot, but now it is a landscape in Hell.  The
cars
are stopped in rusted rows, still bumper to bumper. The skyline of
buildings beyond has been shattered by some unimaginable force like a
row
of kicked-down sandcastles. Wind blows through the desolation, keening
with the sound of ten million dead souls.  It scurries the ashes into
drifts, stark white in the moonlight against the charred rubble.

A TITLE CARD FADES IN:

                LOS ANGELES, July 11, 2029

   ANGLE ON a heap of fire-blackened human bones.  Beyond the mound is
a
vast tundra of skulls and shattered concrete.   The rush hour crowds
burned down in their tracks.

   WE DISSOLVE TO a playground... where intense heat has half-melted
the
jungle gym, the blast has warped the swing set, the merry-go-round has
sagged in the firestorm. Small skulls look accusingly from the ash-
drifts.
WE HEAR the distant echo of children's voices... playing and laughing
in the
sun. A silly, sing-songy rhyme as WE TRACK SLOWLY over seared asphalt
where
the faint hieroglyphs of hopscotch lines are still visible.

    CAMERA comes to rest on a burnt and rusted tricycle... next to the
tiny
skull of its owner.  HOLD ON THIS IMAGE as a female VOICE speaks:

    VOICE
 "  3 billion human lives ended on August 29th,
    1997.  The survivors of the nucear fire called
    the war Judgment Day.  They lived only to
    face a new  nightmare, the war against the
    Machines... "

A metal foot crushes the skull like china.

TILT UP, revealing a humanoid machine holding a massive battle rifle.
It
looks like a CHROME SKELETON... a high-tech Death figure.  It is the
endoskeleton of a Series 800 Terminator. It's glowing red eyes
compassionlessly sweep the dead terrain, hunting.

The SOUND of ROARING TURBINES.  Searchlights blaze down as a formation
of
flying HK (Hunter-Killer) patrol machines passes overhead. PAN WITH
THEM
toward the jagged horizon, beyond which we see flashes, and hear the
distant thunder of a pitched battle in progress.

    ext. battlefield - night

THE BATTLE.  Human troops in desperate combat with the machines for
possession of the dead Earth. The humans are a ragtag guerrilla army.
Skynet's weapons consist of the Ground HKs (tank-like robot gun-
platforms),
flying Aerial HKs, four-legged gun-pods called Centurions, and the
humanoid
Terminators in various forms.

SEQUENCE OF RAPID CUTS:
    Explosions!  Beam-weapons firing like searing strobe-lights. A
gunner
in an armored personnel carrier fires a LAW rocket at a pursuing
Aerial HK,
bringing it down in a fiery explosion. Another APC is crushed under
the
treads of a massive Ground HK. A TEAM OF GUERRILLAS in an intense
fire-fight
with terminator endoskeletons in the ruins of a building.  Three
terminator
endoskeletons advance, firing rapidly. Another (complete cyborg), with
flesh
ripped open and back broken, gropes for a rifle on the ground.

    A Centurion overruns a human firing position.  Soldiers are cut
down as
they run.  Fiery explosions light the ranks of advancing machines.

    IN A BLASTED GUN EMPLACEMENT at the edge of battle, a man watches
the combat with night vision binoculars. He wears the uniform of a
guerrilla general, and a black beret.  He is still amid running,
shouting
techs and officers.

C.U. MAN, pushing slowly in as the battle rages O.S.  He lowers the
binoculars.  He is forty-five years old.  Features severe.  The left
side of
his face is heavily scarred. A patch covers that eye.  An impressive
man,
forged in the furnace of a lifetime of war.  The name stitched on the
band
of his beret is CONNER.  We push in until his eyes fill frame, then...

                     DISSOLVE TO

    FIRE.  SLOW ROILING, ENORMOUS.  FILLING FRAME.

    VOICE (SARA CONNER)
 "  Skynet, the computer which controlled the
    Machines, sent two terminators back through time.
    Their mission: to destroy the leader of the human
    Resistance... John Conner.  My son.

    The first terminator was programmed to strike
    at me, in the year 1984... before John was born.
    It failed. "


    VOICE (SARA CONNER)
 "  The second was set to strike at John himself,
    when he was still a child.  As before, the
    Resistance was able to send a lone warrior.  A
    protector for John.  It was just a question of
    which one of them would reach him first...  "

DISSOLVE TO:
   ext. truckstop - night

Wild fingers of BLUE-WHITE ELECTRIC ARCS dance in a steel canyon
formed by
two TRACTOR TRAILERS, parked side by side in the back lot of an all
night
truck stop.  Then...

The strange lightning forms a circular opening in mid-air, and in the
sudden
flare of light we see a FIGURE in a SPHERE OF ENERGY. Then the FRAME
WHITES
OUT with an explosive THUNDERCLAP!

Through the clearing vapor we see the figure clearly... a naked man.
TERMINATOR has come through.  Physique: massive, perfect. Face: devoid
of
emotion.  Terminator stands and impassively surveys its surroundings.

  INT. TRUCK STOP DINER - NIGHT

On a back route north of L.A. A handful of local TRUCKERS hunch over
chili-sizes, CAT hats pushed back on the heads. Three BIKERS are
playing a
game of pool in the back, their Miller empties line the table's rail.
The
dive's owner, LLOYD, a fat, aging biker-type in a soiled apron, stands
behind the bar.  Nothing much going on...

Then the front door opens and a big naked guy strolls in-- that
doesn't
happen here every night.  All eyes simultaneously swivel toward
Terminator.
It's emotionless gaze passes over the customers as it walks calmly
through
the room.  Everyone freezes, not sure how to react.

   TERMINATOR POV.  A digitized electronic scan of the room, overlaid
with
alphanumeric readouts which change faster than the human eye can
follow.
In POV we move past the staring truckers, past the owner, and the
awestruck
WAITRESS, and approach a large nasty-looking biker puffing on a cigar.
His
body is outlined, or "selected", and thousands of estimated
measurements
appear.  His clothing has been analyzed and deemed suitable...

Terminator
"I need your clothes, your boots, and your motorcycle."

The big biker's eyes narrow. He takes a long draw on his cigar,
getting the
tip cherry-red hot.

Cigar Biker
"You forgot to say please."

He grinds the cigar out on Terminator's chest. Which produces not the
slightest reaction of pain. Terminator calmly, and without expression,
grabs Cigar by his meaty upper arm... Cigar screams from the hydraulic
grip.

Terminator doesn't see Cigar's friend, behind him, holding his pool
cue by
the narrow end like a Louisville slugger. The heavy end whistles in a
powerful swing and CRACKS IN TWO across the back of Terminator's head.

Terminator seems not to notice.  Doesn't even blink. Without releasing
his
grip on Cigar, he snaps his arm straight back and grabs Pool Cue by
the front
of his jacket. Suddenly the heavyset biker finds himself flying
through the
nearest window.  CRAASSH!

Terminator hurls Cigar, all 230 pounds of him, clear over the bar,
through
the serving window into the kitchen, where he lands on the big flat
GRILL.
We hear a SOUND like SIZZLING BACON as Cigar screams, flopping and
jerking.
He rolls off in a smoking heap.

The third biker whips out a knife with an eight inch blade and slashes
at
Terminator's face.

Terminator grabs the arcing blade with his bare hand. Holding it by
the
razor-sharp blade he jerks it from the guy's hand.
Ultra-fast here:  He flips it.  Grabs the handle like you're supposed
to
hold a knife.  Grabs the biker and slams him face-down over the bar.
Then
brings the knife whistling down, pinning the biker's shoulder to the
bar top
with his own steel.

    INT. KITCHEN

The door BANGS OPEN and Terminator strides in. The Mexican cook does a
fast
fade as Terminator walks toward Cigar, who is cursing in pain on the
floor.

With his deep-fried fingers he struggles to get out the .45 auto
tucked
under his leather jacket.  But he can't even hold onto it.  Terminator
takes
it from him.  Instead of pointing it at him, Terminator carefully
examines
the weapon, analyzing its caliber and operating condition.  Terminator
never
threatens... that's a human thing.  He just takes.

Cigar senses what he must do when the emotionless eyes come back to
him.  He
slides the keys to his bike across the floor to Terminator's foot.
Then
painfully starts getting out of his jacket.

    INT. truck stop

Terminator strides from the kitchen, fully clothed now in a black
leather
jacket, leather riding pants, and heavy cleated boots.  He moves
toward the
moaning biker pinned to the pool table.  Without slowing his stride he
jerks
the knife out.  The guy slumps to the floor, groaning, behind him.

Terminator continues toward the front of the diner, passing Lloyd, the
owner.
At the door, he comes abreast of two truckers who sit frozen like a
snapshot
in mid bite.  One of the truckers finally nods.


TRUCKER
"Evening..."

Terminator impassively stares back.  Then moves on out the door.

    EXT. TRUCK STOP

Terminator walks out, surveying the parked Harleys.  Sticks the .45 in
his
belt and swings one leg over a massive CUSTOM ELECTRO-GLIDE. He slips
the
dagger in his boot and the key in the ignition.  Kicks over the
engine.  It
catches with a roar and he slams the heavy iron into gear with a
KLUNK.

Lloyd appears at the diner's door with a sawed-off 10 GAUGE WINCHESTER
LEVER-ACTION SHOTGUN.  He fires into the air and jacks another round
in
fast, aiming at Terminator's back.

LLOYD
"I can't let you take the man's bike, son.  Now get off or I'll put
you down ! "

Terminator turns and considers him coldly.  He eases the shifter up
into
neutral.  Rocks the bike onto its kickstand.  Swings his leg over and
walks
calmly toward the guy.

Terminator strides right up to Lloyd, staring straight into the
shotgun's
muzzle.  Lloyd starts sweating, trying to decide if he's going to kill
a man
in cold blood.   He's still trying to decide when Terminator's hand
blurs out
like a striking cobra and is somehow suddenly holding the shotgun.

Lloyd gapes, knowing he is screwed.    Then...
Terminator reaches toward him.  Oh shit...
And slips the sunglasses out of Lloyd's shirt pocket.  Puts them on.
Strides back to the Harley and roars off in a shower of gravel.

    EXT. freeway - NIGHT

Terminator roars down the freeway, heading into L.A.   Cold neon
flares
across the chrome of the big bike.  The 10 gauge is jammed through the
clutch and brake cables, across the handlebars.  The lights flow over
Terminator's wrap-around sunglasses like the tracks of tracer rounds.

cut to:

    EXT. STREET/ high school - NIGHT

A South-Central  L.A. HIGH SCHOOL.  Rusting chain link fences and
graffiti-covered buildings.  An L.A.P.D. BLACK-AND-WHITE cruises the
empty
street.

A TREMENDOUS BLUE-WHITE GLARE suddenly spills out between the
buildings.
The young UNIFORMED COP in the car whips his head around at the source
of
the light.  He pulls quickly into the school parking lot, in time to
see...


The powerfully arcing electrical discharge reaches its peak between
two of
the buildings.  Lightning climbs the fire-escapes, lighting up the
night,
and papers swirl in a blasting whirlwind.

The cop climbs from his cruiser as the glow fades.  The schoolyard is
dark.
He sees vapor dissipating as he approaches the spot where he saw the
strange
light.  He draws his revolver and cautiously moves into the shadows
between
two buildings.

A NAKED MAN glides from a shadowed doorway behind the cop.  Nothing
special
about him.  Certainly not built like a terminator.  The flash of light
and
the fact that he is naked are pretty good clues  that he just arrived
from
the future.  His features are handsome bordering on severe.  His eyes
are
gray ice.  Penetrating.  Intelligent.

THE COP spins at a sound.  Too late.  Mr. X is already on him.  The
blow is
lightning fast and the cop drops like a bag of sand.

LOW ANGLE as the unconscious cop hits the deck, his  BERETTA 9mm
AUTOMATIC
clattering next to him.  A hand ENTERS FRAME and picks up the pistol.

cut to:

HIGHLY POLISHED BLACK SHOES rounding the rear tire of the police
cruiser.
FOLLOW THE SHOES to the cruiser's door then MOVE UP as Mr. X, dressed
now in
LAPD blue, climbs behind the wheel.  He looks and acts exactly like a
cop.
Cool, alert, confident in his power, his expression emotionless and
judgmental. Mr. X, now Officer X, puts the car in gear and drives into
the
night.

cut to:

    int. suburban house / garage - day

TIGHT ON YOUNG JOHN CONNER, who at this moment is ten years old and
busy
reassembling the carburetor on his Honda 125 dirtbike.  He has ripped
Levi's
and long stringy hair.  A sullen mouth.  Eyes which reveal an
intelligence
as sharp as a scalpel.   The Ramones'  "I Wanna Be Sedated" blasts
from a
boom box next to him.

A WOMAN, JANELLE VOIGHT, stands in the doorway of the garage, yelling
over
the music.

Woman
"...John?  John!   Get in here right now and clean up that pigsty  of
yours."

John's friend TIM, a thirteen-year old Hispanic kid, watches as John
replies
by turning  up the volume on the  boom box. Janelle gives up with a
SLAM
of the house's back door.

Tim
"Your foster parents are kinda dicks, huh?"

John
"Gimme that Phillips right there."

    INT. HOUSE - living room

Janelle storms into the room.  TODD VOIGHT, her husband watches sports
on
the TV.  They're both in their thirties.  Middle class working stiffs.

Janelle
"I swear I've had it with that goddamn kid.  He won't even answer me.
"
(neither does he)
"Todd?  Are you gonna sit there or are you gonna do something?"

He sighs.  Throws down the TV's remote and heads for the garage.

    INT. GARAGE

John hops on the bike.  Kick starts it.  Tim picks up John's nylon bag
then climbs on the back.   Todd ENTERS and shouts over the engine,
which
John revs louder and louder.

Todd
"John!  Get your ass inside right now and do what your mother says!"

John pins Todd with a defiant glare.

John
"She's not my mother, Todd!"

He revs the engine and peels out of the garage, with Tim almost
falling off
the back.  They take off down the street.

    EXT. vacant lot/ drainage canal

John cuts through a vacant lot to a trail running beside a fenced-in
drainage canal.    He guns the bike through a hole in the retaining
fence.
Tim's eyes go wide as they  roar down the concrete embankment.

IN THE DRAINAGE CANAL John zig-zags along, throwing up a roostertail
of
muddy water.  Tim shouts, pretending he didn't just see his life flash
before his eyes.  He slaps John on the back.

Tim
"Major moves, homes!  So... where is your real mom, anyway?"
(John doesn't answer)
"She dead or something?"

It's hard to read John's expression.


John
"She might as well be."

John twists the throttle angrily and the bike lunges forward.

cut to:

    ext. pesCADERO state hospital - day

A SIGN on a chain link fence topped with concertina wire reads:
PESCADERO STATE HOSPITAL FOR THE CRIMINALLY INSANE.  Beyond it  squats
an
imposing four story building.  Institutional brick.  Barred windows.
About
as inviting as KGB headquarters.  Security cars patrol the manicured
grounds.

    int. hospital  - MAXIMUM SECURITY WING

Sunlight is a barred slash on the bare institutional wall.  The room
is
empty of all furnishings save the bed, a stainless steel sink, toilet,
and
a dented metal mirror.  WE HEAR a rhythmic grunting, small explosions
of
breath in perfectly metered time.

PAN TO a bedframe leaned upright against the wall, legs facing
outward.
A pair of sweaty hands grip one leg.  Tendons knot and release as
SOMEONE
does pullups.   A mane of tangled hair hides the face that comes INTO
FRAME,
dips out, comes back.

WIDER.  A WOMAN in a tank top and hospital pants is hanging from the
top leg
of the vertical bedframe.  Her body is straight and taut.  Knees bent
so the
feet clear the ground.  The arms are lean and muscular.   The inmate,
face
hidden, pulls up, dips, pulls up.  Like a machine.  No change in
rhythm.

    int. hospital / corridor

FIGURES MOVE TOWARD US down a corridor of polished tile and two-tone
walls.
DR. PETER SILBERMAN, a smug criminal psychologist, leads a group of
young
INTERNS.  Following, laconically, are THREE BURLY ATTENDANTS.

Silberman
"The next patient is a 29 year old female diagnosed as acute schizo-
affective
disorder.  The usual indicators... depression, anxiety, violent
acting-out,
delusions of persecution."
(the interns nod judiciously)
"Here we are."

Silberman stops at one of the SOUNDPROOF STEEL DOORS.  There is a two-
way
speaker beneath a tiny window.  Silberman flips the intercom switch.

    int. cell

Silberman's scrubbed and cheerful face at cell window.  HIS VOICE
comes over
the tinny speaker.


Silberman
"'Morning, Sara."

REVERSE ANGLE as she turns slowly into CLOSE UP.
SARA CONNER is not the same woman we remember from last time.  Her
eyes peer
out through a wild tangle of hair like those of a cornered animal.
Defiant
and intense, but skittering around looking for escape at the same
time.
Fight or flight.  Down one cheek is a long scar, from just below the
eye to
her upper lip.

Her VOICE is a low and chilling monotone.

SARA
"Good morning, Dr. Silberman.   How's the knee?"

    int. corridor

Silberman's smug composure drops a second.  Then returns.

Silberman
"Fine, Sara."
(he switches off, speaks to the interns)
"She uh... stabbed me in the kneecap with a screwdriver a few weeks
ago."

Sara watches them talking about her through the glass, but can't hear
them.
She feels like a lab animal.  The interns look in at her through the
glass
as Silberman talks.  With her face drawn, eyes haggard and hair wild,
she
looks like she belongs where she is.

Silberman
"The delusional architecture is interesting.  She believes a machine
called
a "terminator", which looks human of course, was sent back through
time to
kill her.  And also that the father of  her child was a soldier, sent
to
protect her...  he was from the future too... "
(he smiles)
"The year 2029, if I remember correctly."
(the interns chuckle)
"Let's move on, shall we."

As the interns walk on, Silberman steps close to DOUGLAS, the head
attendant, and speaks low.

Silberman
"Douglas, I don't like the patients disrupting their rooms like this.
See
that she takes her thorazine, would you."

DOUGLAS is 6'4", 250 pounds and warmhearted as a rattlesnake.  He
nods,
catching Silberman's meaning, and gestures for the other attendants to
hang
back as Silberman moves on in his rounds.


    int. cell

Sara looks up as the cell door opens.   Douglas walks in slow, idly
tapping
his POLICE BATON against the door in an ominous rhythm.   The other
two
orderlies ease in behind him.   One of them carries a STUN BATON (like
a
sawed off cattle prod).  The other has a tray with cups of red
liquid-thorazine

DOUGLAS
"Time to take your meds, Conner."

Sara faces him, weight centered.  Feral eyes darting from one to the
other.

SARA
"You take it."

Douglas  grins, casual--

Douglas
"Now  you know you got to be good cause you up for review this
afternoon..."

SARA
"I'm not taking it.  Now I don't want any trouble..."

Douglas
"Ain't no trouble at all--"

He whips the baton in a whistling backhand which--
WHAP!  Takes her square in the stomach.  She doubles over and drops to
her
knees, unable to breath.   Douglas tips the bed and it slams down with
a
crash, right next to her.  He takes the stun wand from the other
attendant
and walks forward.

TIGHT ON SARA, grimacing and struggling to breathe.

SARA
"You... son of a... AAARRGH!! "

The stun wand hits her between the shoulder blades as she tries to
rise.  It
drives her to the floor, pinning her like a bug.   Little ELECTRIC
ARCS
CRACKLE as the baton makes her writhe in pain. Douglas grabs her by
the hair
and jerks her up to her knees.  Holds the cup of thorazine in front of
her
lips.

Douglas
"Last call, sugar."

Gasping, she chokes the zombie juice down.

cut to:


    ext. bank parking lot- day

John furtively hunches before a Ready Teller machine at the rear of a
local
bank while his friend Tim stands lookout.  John slips a stolen ATM
card
into the machine's slot. It is something he's rigged up, because
trailing
from the card is a ribbon-wire which goes to some kind of black-box
electronics unit he's got in his ever-present knapsack.   He holds the
pack
between his knees and pulls out a little lap-top keyboard, which is
also
connected to the black-box.

John enters a few commands and the plasma-screen displays the PIN
number
for that account.   He quickly enters the number on the Ready Teller's
key
pad and asks it for 300 bucks.  The machine whirs then begins
dispensing
twenty dollar bills.  Tim looks back over his shoulder amazed.

John
"Easy money!"

Tim
"Where'd you learn all this stuff?"

John collects the twenties as the machine kicks them out.  A cool and
professional electronic-age thief at ten years old.

John
"From my mom.  My real mom, I mean.  Come on baby..."

(he grabs the last bills)

"Let's go!"

They sprint around the corner to an--


    Ext.  alley behind bank

They huddle behind the building as John counts out Tim's share. He
folds
five twenties and palms them to the other kid.  When John opens his
wallet
to put in his money, Tim notices a picture in a plastic sleeve.

Tim
"That her?"

John reluctantly shows his friend the Polaroid.  It is a shot of Sara.
Pregnant, in a jeep near the Mexican border.  John doesn't know it
now,
but he will carry that photo with him for over 30 years, and give it
to a
young man named Kyle Reese, who will travel back in time to become his
father.  Yes, that photo.

Tim
"So she's pretty cool, huh?"


John
"Actually, no, she's a complete psycho.  That's why she's up at
Pescadero.
She tried to blow up a computer factory, but she got shot and
arrested."

Tim
"No shit?"

John
"Yeah, she's a total loser.  C'mon let's check out the Seven Eleven,
whatya say?"

John has tried to sound macho casual, but we see in his eyes that it
really
hurts.   He slaps Tim on the shoulder and they jump onto his Honda.
John
fires up and they whine off down the alley.

cut to:

    int. police cruiser - day

CLOSE ON COMPUTER TERMINAL, attached to the dash.  A Juvenile Division
file.  Subject; John Conner.  Below his ARREST RECORD are his vital
stats.
Mother; Sara Conner.  Legal Guardians; Todd and Janelle Voight.  And
below
their names, an address; 523 S. Almond.  Reseda, Ca.

OFFICER X  stares at the screen a moment.  Then gets out of the car.

    int./ext. voight house - day

TIGHT ON FRONT DOOR as Todd Voight opens it, revealing the unsmiling
face
of Officer X beyond the screen door.   Todd greets him with a weary
sigh.

Officer x
"Are you the legal guardian of John Conner?"

Todd
"That's right, officer.  What's he done now?"

Officer X ignores the question.  He casually scans the living room.

Officer X
"Could I speak with him, please?"

Todd shrugs, showing the cop he's past his patience with the boy.

Todd
"Well, you could if he was here.  But he took off on his bike this
morning.
Could be anywhere.  You gonna tell me what this is about? "

Officer x
"I just need to ask him a few questions."


Janelle appears in the doorway behind Todd, concerned.

Janelle
"There was a guy here this morning asking about him, too."

Todd
"Yeah, big guy.  On a bike.  Has that got something to do with it? "

Officer X registers the significance of that.  He realizes who the big
guy
must be.  He smiles.  Reassuringly shakes his head no.

Officer x
"I wouldn't worry.   Do you have a photograph of John?"

Todd stares unhappily at the cop.  Turns to Janelle.

Todd
"Get the album, Janelle."

cut to

    ext. street

ANGLE THROUGH AN ALLEY from the main street.  We see John and Tim
flash by
on the Honda a block away.  Hold a beat.  Then...

A BIG CHROME WHEEL ENTERS FRAME.  BOOM UP a leather-clad leg to
Terminator's
implacable face.  It surveys the area slowly as the bike idles, then
kicks
it into gear and moves on, scanning in a slow shark-like manner, not
aware
that it missed its prey by seconds.

cut to:

    int. SARA's cell - day

CLOSE ON SARA.  She is shackled, hands and feet, to the bed.  Sunlight
falls
across her pale face.  A hand enters frame, gently stroking her cheek.
She
wakes up to see--

KYLE REESE.  Sitting on the edge of her bed, looking exactly the same
as we
last saw him in 1984.  Scruffy blond hair and a long raincoat.

SARA
"Kyle..?  You're dead."

He gives her a gentle smile.

Reese
"I know.  This is a dream, Sara."

SARA
"Oh.  Yeah. They... make me take this stuff..."


He puts a finger to her lips.  Then silently unfastens her restraints.
They gaze into each other's eyes.  And in that look we see that his
death
and the horror she has been through since hasn't touched their love at
all.

SARA
"Hold me."

She melts into Reese's arms.  Pulls him to her.

Reese
"I  love you.  I always will."

SARA
"Oh, god... Kyle.  I need you so much."

She kisses him passionately.  They are locked together in a timeless
moment.
PUSH IN TIGHT on Sara as she buries her face in his shoulder.  She
shuts her
eyes tight.  Stay on Sara as Reese speaks.  His voice strangely cold.

Reese (O.S.)
"Where's John, Sara?"

Sara opens her eyes and he is no longer in her arms.  He is standing
across
the room.  Pinning her with an accusing gaze.

SARA
"They took him away from me."

Reese
"It's John who's the target now.  You have to protect him.  He's  wide
open."

SARA
"I know!"

Reese
"Don't quit, Sara.  Our son needs you. "

SARA
(struggling not to cry)
"I know, but I'm not as strong as I'm supposed to be.  I can't do it.
I'm screwing up the mission."

Reese
"Remember the message... the future is not set.  There is no fate but
what
we make for ourselves."

He turns toward the door.

SARA
"Kyle don't go!"

Reese
(turning back to her)
"There's not much time left in the world, Sara."

Reese goes out the door.  Sara jumps from the bed, frantic.  Yanks the
door open.  Follow her out.

    int. corridor

Sara staggers from her cell.  Reese is already, impossibly a hundred
feet
away, striding down the dim corridor.  A silhouette in a long coat,
disappearing around a corner.

Sara runs after him, her bare feet slapping the cold linoleum.  Her
hospital gown floats out behind her as she dream-runs along the
seemingly
infinite corridor.  She reaches the corner, slides around it, and...

Slams right into the arms of Douglas and his three helpers.  They grab
her as she struggles and screams.  Then Silberman is there, smiling
soothingly.   They force her  down and she is pinned to the floor,
screaming.  A new figure approaches... one even more menacing.

TERMINATOR walks toward her, with heavy, measured steps.  Backlit,
eyes
concealed by the sunglasses, it stands over her like the angel of
death
itself.  It reaches down and...
Takes her hand.  Lifts her up.  Leads her to a door.  They go through
together.  Emerging into...

A BEAUTIFUL SUNLIT MORNING.  CHILDREN are playing nearby... sliding
down
slides, clambering through a jungle gym.  Sara knows this dream now...
it
is the worst of all her nightmares.  She starts to scream but no sound
comes out.

THE SKY EXPLODES into WHITE LIGHT.  Everything is seared by the unholy
glare, hotter than a thousand suns.  The children ignite like match
heads.
Sara is burning, screaming silently, everything silent and
overexposed.
Terminator's flesh and clothing are burning, silently.  It grips her
hand,
Virgil to her Dante in this tour of the nuclear age Inferno.

THE BLAST WAVE HITS... a near-solid wall of compressed air followed by
250
mph winds.  The children, charcoal statues frozen in positions of
play,
explode into black leaves of ash and swirl away.  SOUND hits now, with
a
thunderous roar.  Sara's scream merges with the howl of the wind as
the
blast hits her, exploding the flesh from her bones.  Beside her,
Terminator
is stripped of its burnt flesh, becoming a smoking skeleton of steel.

Then she wakes up...  in her cell, shackled to the bed.  Sunlight
hurts her
eyes.  She looks desperate and defeated.  She knows the war is coming.
It
visits her every time she closes her eyes.  Lost and alone, Sara feels
all
hope recede for herself and for humanity.

cut to:

  int. Pescadero state hospital - interview room

TIGHT ON VIDEO SCREEN, playing a previously-recorded session.
Sara is in a strait-jacket, talking softly.

video SARA
"...  it's... like a giant strobe light,   burning right through my
eyes...
but somehow I can still see.  Look, you know the dream's the same
every
night, why do I have to--"

Video Silberman
"Please continue..."

The REAL SARA dispassionately watches herself on the screen. Her
expression
is controlled.  Silberman watches her watching.  They are in a
brightly lit
interview room.  TWO ATTENDANTS stand nearby.

Video SARA
"The children look like burnt paper... black, not moving.  Then the
blast
wave hits them and they fly apart like leaves..."

Video Sara can't go on.  Real Sara watches herself cry on tape, her
expression cold.  We hear Silberman speak on the tape.

Video silberman
"Dreams about cataclysm, or the end of the world, are very common,
Sara..."

Video Sara cuts him off, her mood shifting to sudden rage.

VIDEO SARA
"It 's not just a dream.  It's real, you moron!  I know the date it
happens!!"

Video Silberman
"I'm sure it feels very real to you--"

Video SARA
"On August 29th 1997 it's going to feel pretty fucking real to you,
too!
Anybody not wearing number two million sunblock is gonna have a real
bad
day, get it?! "

Video silberman
"Relax now, Sara-- "

Video SARA
"You think you're alive and safe, but you're already dead.  Everybody,
you,
him..."

(she gestures at the attendant)

"everybody... you're all fucking dead!"

She is raving, half out of her chair.  The orderly moves to inject her
with something.

VIDEO SARA
"You're the one living in a dream, Silberman, not me!  Because I know
it
happens.  It happens! "

Silberman pauses the tape... freezing Sara's contorted face. Real Sara
turns
away from the screen, her expression stony.

SARA
"I was afraid... and confused.  I feel much better, now.  Clearer."

Silberman gives a calculated paternal smile.

Silberman
"Yes.  Your attitude has been very positive lately. "

Sara looks up at him.  Her voice is hopeful.

SARA
"It has helped me a lot to have a goal, something to look forward to."

Silberman
"And what is that?"

As she answers, WE PULL BACK, revealing that we have been looking
through
a one-way mirror from an adjacent OBSERVATION ROOM.  In the shadows of
the
observation room we see the interns from the earlier rounds, and a
couple
of STAFF PSYCHOLOGISTS.  They smoke and make the occasional note.

SARA
"You said I could be transferred to the minimum security wing and have
visitors if I showed improvement in six months.  Well, it's been six
months, and I was looking forward to seeing my son."

Silberman
"I see.  Let's go back to what you were saying about these terminator
machines.  Now you think they don't exist?"

CLOSE ON SARA.  Her voice sounds hollow.

SARA
"They don't exist.  I see that now. "

Silberman leans back, studying her.  Toying with her.

Silberman
"But you've told me on many occasions about how you crushed one in a
hydraulic press."

SARA
"If I had, there would have been some evidence.  They would have found
something at the factory. "

Silberman
"I see.  So you don't believe anymore that the company covered it up?
"

Sara shakes her head no.

cut to:

   ext. cyberdyne systems - day

The corporate headquarters of a mega-electronics corporation.  An
imposing
cubist castle of black glass.

   INT. second floor/ elevators

The elevator doors slide open with a whisper and MILES DYSON strides
out.
Black.  In his early thirties.  The star of the Special Project's
division.
He's brilliant, aggressive, driven.  Dyson walks down the corridor,
swinging his arms... a man in a hurry.  A man with much to do.

He reaches a solid security door and zips his ELECTRONIC KEY-CARD
through
the scanner.  The door unlocks with a clunk. The sign next to the door
reads:  SPECIAL PROJECTS DIVISION: AUTHORIZED PERSONNEL ONLY.

    int. security station

He nods to the guards as he passes through the security checkpoint.
They
can see all activities on the floor on their bank of video monitors.
He
unlocks another secure door with his card and enters--

    int.artificial intelligence (A.I.) lab

The lab  is quite large, comprising banks of processors, disk drives,
test bays, prototype assembly areas.  Extremely high tech.

Dyson
"Greetings, troops."

He is jokingly saluted by fellow workers.  Not a lab coat in sight.
This
is a strictly jeans and sneakers crowd.  All young and bright.  They
sit at
their consoles drinking Cokes and changing technology as we know it.
A
young LAB ASSISTANT rushes over to Dyson.  Name tag says he's BRYANT.


Bryant
"Mr. Dyson?  The materials team wants to run another test on the uh...
on it."

Dyson
"Yup.  Come on.  I'll get it."

Dyson produces an unusual-looking KEY from his pocket as they stride
through the lab.  Bryant has to hustle to keep up.

Bryant
"Listen, Mr. Dyson, I know I haven't been here that long, but I was
wondering if you could tell me... I mean, if you know...  "

Dyson
"Know what?"

Bryant
"Well... where it came from. "

Dyson
"I asked them that question once.  Know what they told me?  Don't ask.
"

    int. vault room

Dyson enters with Bryant.  Dyson and a GUARD stand together before
what
looks like a high-tech bank vault.  It requires two keys to open, like
the
launch controls in a nuclear silo.  The guard and Dyson insert their
keys
and turn them simultaneously.  Dyson then enters a passcode at a
console
and the vault unlocks itself with a sequence of clunks.  The door
swings
open and Dyson enters.  Bryant stays outside with the guard, who notes
Dyson's name and the time on a clipboard.

    INT. VAULT

Dyson walks to a stainless steel cabinet and opens it. Inside is a
small
artifact in a sealed container of inert-gas.  IT --a ceramic
rectangle,
about the size of a domino, the color of liver.  It has been
shattered,
painstakingly reconstructed and mounted on a metal frame.

Dyson removes the artifact, in its inert-gas flask, and sets it on a
specially designed cart.  He handles it like the Turin shroud.  Dyson
closes
the cabinet.  Turns to the one next to it.  Opens its door.  In this
cabinet
is a larger object... an intricate METAL HAND AND FOREARM.

At the elbow, the metal is twisted and crushed.  But the forearm and
hand
are intact.  Its metal surface scorched and discolored, it  stands
upright
in a vacuum flask, as if saluting.   This is all that remains of the
terminator Sara destroyed.   Dyson stares at it, lost in thought.
Then
he closes the cabinet, BLACKING OUT FRAME.

cut to:

    int. interview room/ observation room

We can see through the one way mirror into the interview room where
Sara
is still talking with Silberman.  The  OTHER PSYCHOLOGISTS are still
watching through the mirror.  Reviewing Sara's condition.

SARA
"So what do you think, doctor?  I've shown a lot of improvement,
haven't I?"

Silberman
"You see, Sara... here's the problem.  I know how smart you are, and I
think you're just telling me what I want to hear.  I don't think you
really
believe what you've been telling me today."

We go tight on Sara's reaction.  And we see that Silberman is right.
She
was playing him and it didn't work.  And she knows she's fucked.  Her
tone
becomes quietly pleading.

SARA
"You have to let me see my son.  Please.  It's very important.  He's
in
danger.  At least let me call him-- "

Silberman pins her with his sweet reptilian gaze.

Silberman
"I'm afraid not.  Not for a while.  I don't see any choice but to
recommend
to the review board that you stay here another six months."

Sara's eyes turn cold and lethal in one second.  She knows she's lost.
She knows this guy is just playing with her, and she--

LEAPS ACROSS THE TABLE AT HIM.

SARA
"YOU SON OF BITCH!!"

Silberman jumps back and the attendants dive on her.  She is writhing
and
twisting like a bobcat.  Silberman whips open a drawer and pulls out a
syringe.  He jabs it into her as she yells--

SARA
"Goddammit.  Let me go!!  Silberman!  You don't know what you're
doing!
You fuck!  You're dead!  You hear me!!  "

Silberman signals and the attendants drag her out. He looks at the
doctors
behind the glass.  Shrugs.

Silberman
"Model citizen.  "

cut to:

    EXT. 7-eleven store - DAY

Officer X has stopped two young girls in front of a 7-Eleven.  He is
leaning out the cruiser window and showing them the picture of John.
The
first girl nods.

FIRST GIRL
"Yeah, he was here about fifteen minutes ago.  I think he said he was
going
to the Galleria."

Officer X
"The what?"

The second girl points toward a massive complex visible above the
houses
several blocks away.  Officer X stares at it.

    EXT. STREET

Terminator cruises slowly on the bike.  Scanning.  He crosses an
overpass
above a drainage canal and whips his head around at the sound of a
dirt-bike
engine.

TERMINATOR POV-- of two kids on a bike down in the canal. The IMAGE
snap-zooms in.  FREEZES on the driver's face.  IDENT POS flashes next
to
the blurry image of John.

Terminator wheels the Harley around, cutting onto a street which
runs parallel to the canal.   Terminator hauls ass to keep John in
sight.
He catches glimpses of the kid through trees and houses.  Loses him.
Catches one last glimpse of him heading into the parking garage of a
large
SHOPPING MALL.

    INT. GALLERIA -  DAY

John works his way through a crowded video arcade.  Sees some guys he
knows.  Stops to talk, striking a pose.  Mall rats in their element.
We
don't hear the dialogue.

    int. galleria parking garage

TERMINATOR'S idling Harley shakes the parking garage walls.   He stops
at
a row of bikes near the escalators.  John's little Honda sits proudly
with
the big street bikes.  Terminator parks.

    int. galleria

OFFICER X is moving through the flow of shoppers.  The place is a zoo.
He stops some kids and shows them the picture.  They shrug.


IN A CROWDED VIDEO ARCADE JOHN is lost in an intense battle, going for
a
new high score at "Missile Command".   He parries deftly as the enemy
ICBMs deploy their MIRVs... the warheads stream down... it's more than
he can deal with.  The world gets nuked.  Game over.  He slouches away
from the game, looking for another.  Bored.

RACK FOCUS to Officer X passing the entrance of the store behind him.
The
cop moves on, down the concourse, out of sight. John gets into an
"Afterburner" simulator game.

ON TERMINATOR, walking through the crowd in slow motion.  Scanning. It
moves with methodical purpose, knowing the target is close.  We see
that
it is, incredibly, carrying a box of LONG STEM ROSES.  Like some
hopeful
guy with a hot date.

THE COP is pointed toward the arcade by some kids hanging out at the
multi-cinema.  He walks into the maze of kids engaged in synthesized
conflict.  Cheap electronic sound effects blare above the crowd noise.

JOHN is shooting down MiGs at Mach 2.  His friend Tim slides up next
to
him.  Taps him on the shoulder, trying to play it cool.

Tim
"Some cop is scoping for you, dude."

John looks around the corner of the "Afterburner" ride.  Sees the cop
showing a picture to some of the kids.  The kids point his way.

John ducks just as the cop glances over.  He slinks out the other side
of
the ride and heads for the back of the store, instinctively
retreating.
Sara has taught him that cops are bad news.

THE COP scans the crowded arcade.  Glimpses John, looking back as he
moves
around a row of machines.  Starts toward him.

JOHN sees the cop homing in and starts walking fast.  Looks back.
THE COP  is shoving through clots of kids.  One of them is slammed to
the
floor.  An eddy of outrage behind the cop as he gains speed.
John breaks into a run.  So does the cop.
Kids scatter like ten-pins as the cop charges after John.
John sprints through the arcade's back office and store-rooms.

    int.  SERVICE CORRIDOR

John emerges through a firedoor into a long corridor which connects to
the parking garage.  He's running full out, when around the corner
ahead
of him comes...

TERMINATOR.  Time stretches to nightmarish crawl as John tries to
brake
to a stop.  Terminator reaches into the box of roses.

SLOW MOTION.  The cold black steel of the SHOTGUN emerges as the box
falls
open, the roses spilling to the floor.  TERMINATOR'S BOOT crushes the
flowers as it moves forward.


JOHN, transfixed by terror, is trapped in the narrow featureless
shooting
gallery of the corridor.

THE SHOTGUN COMES UP.  Terminator expressionlessly strides forward.
Jacks
a round into the chamber, slow and fluid.

John looks behind him for a place to run.  Sees the cop coming toward
him,
pulling his Beretta pistol.  Incredibly, John realizes the cop is
aiming
his gun at him!
John looks back at Terminator.  He is staring into the black muzzle of
the
10 gauge now.  Aimed right at his head.  He realizes he's screwed.
Then
something crazy happens...

Terminator
"Get down."

John instinctively ducks.  Terminator pulls the trigger.  KABOOM!

THE COP catches the SHOTGUN'S BLAST square in the chest just as he
fires
his pistol.  The pistol's shot goes wild.

TERMINATOR pumps another round into him.  Then another. And another.
And
another.   Advancing a step each time he fires, he empties the shotgun
into
the cop, blowing him backward down the corridor.  The sound is
DEAFENING.
Then silence.

THE COP lies still on his back.

Terminator is now standing right over John.  They both watch as the
cop,
incredibly, sits up unharmed and gets to its feet.   Terminator grabs
John
roughly by his jacket.  Clutches the kid to his chest then spins
around as
the cop opens fire with the Beretta.

The "cop", who not only isn't a cop, he clearly isn't even human,
pulls
the trigger so fast it almost seems like a machine-pistol.

ON TERMINATOR'S BACK, as the 9mm slugs slam into it, punching bloody
holes
in the motorcycle jacket.

A MAN emerges from a restroom and steps right between the cop and his
target.  He's instantly cut down by the fusillade.

JOHN is bug-eyed with fear, but completely unscratched.  Terminator's
body
has blocked the bullets.

The Beretta CLACKS empty.  Terminator turns at the sound.
Shoves John behind a coke machine.  Drops the empty shotgun,  Starts
walking toward the "cop".
The empty magazine clatters to the floor.
The cop inserts another one.   Snaps back the slide.
Terminator still has twenty feet to go.
It doesn't break its purposeful stride.

The cop opens fire.  Bullets rake Terminator's chest.  It doesn't even
flinch. Ten feet to go.  BLAM BLAM BLAM BLAM!  Neither the cop nor
Terminator show the slightest change in expression as the gun rips
Terminator's wardrobe to shreds.

CLACK.  The pistol empties again.  Terminator stops two feet in front
of
the cop.   They appraise each other for a second.

We realize now that the cop is a terminator too.  We don't know the
details
yet, but let's call him the T-1000 (since that's what he is).  A newer
model than the one we've come to know so well (the 800 Series
"Arnold").
This guy's an advanced prototype... and he's got quite a few
surprises.

T-1000 AND TERMINATOR size each other up.  Terminator moves first.  It
grabs the T-1000 in its massive hands but the T-1000 snaps back with a
counter-grip.  After about two seconds of intense slamming, the walls
on
both sides of the corridor have all the plaster smashed in, and the
two
battling machines have blasted through the wall and disappeared.

JOHN, totally stunned by all of this, remembers to move.  He staggers
to
his feet.  Stumble-runs toward the parking garage.

THIRD LEVEL CONCOURSE. A plate glass window EXPLODES and the
Terminator
crashes through to the tile floor like a sack of cement amid the
screaming
crowd.

The T-1000, swatting mannequins aside, emerges through the broken
window.
Picks up the stunned Terminator by its jacket.  Hurls him against the
balcony, which shatters at the impact.  Terminator crashes through and
falls two levels to the courtyard below!

T-1000 turns without a word and heads back through the store after
John,
accelerating slowly into a loping, predatory run.

DOWN ON THE COURTYARD.  Terminator is totally still.  A JAPANESE
TOURIST
cautiously  steps forward and takes a picture of the body.  Suddenly,
Terminator's eyes snap open.  The stunned tourist backs away.

It sits up and looks around.  Gets its bearings.  Rises smoothly to
its
feet.  All servos seem to be working fine.  The tourist's camera whirs
as
the motor-drive runs on by itself, taking shot after shot.  The owner
isn't
even looking through the eyepiece, he's so shocked.

    int. parking garage

John is frantically pumping the kick starter of his bike, scared
shitless
and the damned thing won't start.  His hands are shaking so badly he
can't
find the choke.  He looks up to see--

The T-1000 running down the corridor toward him.

John fumbles with the choke. The bike catches.   He slams it in gear
and
spins the bike out into the main aisle of the garage.


John looks back... the T-1000 is behind him, running.  He twists the
throttle and guns the little bike forward.  Incredibly, the T-1000 is
gaining.  This nightmare isn't happening.  John races out the exit
ramp,
and charges right into the street.

    EXT.  STREET

John shoots into the busy traffic.  Cuts off a BIG-RIG TOW TRUCK.
The DRIVER swears.  Hits his air horn.  What the driver doesn't see is
the
cop, running faster than O.J. Simpson at the airport, who emerges onto
the
street and runs right at his truck.

IN THE TRUCK.  The driver hears a thump as something slams against his
door, then feels himself pulled right out.  T-1000 slides in and takes
his
place.  The truck is still rolling along about 25 mph.  T-1000
accelerates
after John without missing a beat.  It can see him, up ahead, weaving
through traffic.

Out of the garage entrance, Terminator roars onto the street on the
Harley.
It accelerates after the others.

    EXT. FLOOD CONTROL CHANNEL

John slides his bike down the service ramp faster than he's ever done
it
before.  He races along the bottom of the canal, turning into a
narrower
tributary which has vertical sides.

He looks back.  No sign of pursuit.

Suddenly he sees the sun blocked out by a great shadow. The Kenworth
tow-truck... big as  house, all chrome and roaring diesel engine...
crashes
through the fence and launches itself right into the center of the
canal.

It crashes down, 15 feet to the ground, going about 60, hits at an
angle and
tears into the concrete wall with a hideous grinding of metal.  It
ricochets
back and forth between the walls then, bellowing like a gutshot
stegosaurus,
it just keeps on plowing forward, gathering speed.

John looks back and sees this wall of metal  almost filling the narrow
concrete canal and he milks every last bit of throttle the little bike
has.
The Kenworth is all muscle, tearing along the canal like a train in a
tunnel.
Its big tires send up huge sheets of muddy spray, backlit in the
setting
sun.  It looks like some kind of demon.  And... it's gaining.

ABOVE THEM, on the service road running parallel, Terminator is
fighting to
overtake them.  It looks down and sees John with the tow-truck from
Hell
catching up to him.  It is only about twenty feet behind him and still
gaining.

ANGLE IN THE CANAL, looking back past a desperate John, at the wall of
metal filling frame behind him.

ABOVE, Terminator cuts the bike suddenly hard to the left, leaving the
road.  Hitting an earth embankment just right, it jumps the bike into
the
air like Steve McQueen in "The Great Escape" and vaults the fence
bordering
the canal.  It slams down at the edge of the canal and tears along,
inches
from the drop-off on a dirt path, accelerating past the truck in the
channel
below.

John hits some water and slews momentarily, losing speed.  The massive
push-plate on the front of the truck slams his back fender.  Panicked,
he
pulls a little ahead.  All this is happening at about sixty miles an
hour.
Top speed for the little dirt bike.

SLOW MOTION as Terminator jumps the bike again.  This time the 700-
pound
Harley sails out into space and drops into the canal.  It arcs down
between
the truck and John, hitting on its wheels.  It bottoms out, an
explosion of
sparks from under the frame.  Only the ultra-fast reflexes of a
machine
could keep the bike upright.  Terminator fights for control.

It guns the throttle and the powerful bike roars up beside John's tiny
Honda. Terminator sweeps the kid off his machine with one arm and
swings
him onto the Harley, in front of him.  John's Honda weaves and falls,
smashed instantly under thundering tires.

The Harley roars ahead.  It hits eighty.  Ahead is an overpass, and
supporting it is an abutment which bisects the canal into two
channels.
The Harley thunders into one channel, which is essentially a short
tunnel.

The truck can't fit on either side.  Neither can it stop, at that
speed.
Tires locked, it slides on the muddy concrete and piles into the
concreted
abutment at seventy.

Terminator and John emerge from the tunnel, looking back to see a
fireball
blasting through behind them as the truck's side-tanks explode.

Terminator stops the Harley.  John peers around its body to see the
destruction.  A burning wheel wobbles out of the tunnel and flops in
the
mud.  Terminator revs the bike and they roar away, down the canal,
disappearing around a bend.

ANGLE ON THE FIRE, as a column of black smoke rises from the overpass.
Smoke boils from the tunnel as well, and inside it is a solid wall of
flame.  A figure appears in the fire.

Just an outline.  Walking slowly... calmly.

The figure emerges from the flames.

It is human-shaped but far from human.  A smooth chrome man.   Not a
servomechanism like Terminator is underneath, with its complex
hydraulics
and cables... this thing is a featureless, liquid chrome surface,
bending
seamlessly at knees and elbows as it walks.  It reminds us of mercury.
A
mercury man. Its face is simple, unformed.

Unruffled by thousand degree heat, it walks toward us.

With each step detail returns.

First the shapes and lines of its clothing emerge from the liquid
chrome
surface, then finer details... buttons, facial features, ears...

But it's still all chrome.  With its last step, the color returns to
everything.  It is the cop again... handsome young face, blond hair,
moustache.  Icy eyes.  It stops and looks around.

It is a perfect chameleon.  A liquid metal robot.  A killing machine
with
the ultimate skills of mimicry for infiltration of human society.

ANGLE NEARBY, as several police cruisers and a fire truck pull up. T-
1000
climbs out of the canal behind them.  More cops arrive.  T-1000 blends
in
perfectly.  There are always cops at disasters and scenes of violence.
We
now see why its choice of protective mimicry is so perfect.

It walks among the other cops unnoticed.

Gets into one of the squad cars.  Starts it and drives away.

Terminator, with John in front of him, on the Harley roars down the
empty
street.  John cranes his neck around to get a look at the person/thing
he
is riding with.  The image is strangely reminiscent of father/son, out
for
an evening ride.

John is still shaking from the experience of what just happened and
he's
just a ten year old kid, but he's also the John Conner who will
someday
rise to greatness, and we see a bit of that in him even now.

John
"Whoa... time out.  Stop the bike!"

Terminator immediately complies.  He leans the bike into a turn.  They
head
into a nearby alley.

Terminator and John roll into the alley and come to a stop.  John
slides
off the gas tank.  Terminator impassively stares at him.  John checks
him
out.  Tentatively speaks.

John
"Now don't take this the wrong way, but you are a terminator, right? "

Terminator
"Yes.  Cyberdyne Systems, Model 101. "

John
" No way! "

John touches Terminator's skin.  Then the blood on his jacket. His
mind
overloads as the reality of it hits him.

John
"Holy shit... you're really real!  I mean... whoah! "

(stepping back)

"You're, uh... like a machine underneath, right...  but sort of alive
outside? "

TERMINATOR
"I'm a cybernetic organism.  Living tissue over a metal endoskeleton.
"

John
"This is intense.  Get a grip, John.   Okay, uh... you're not here to
kill
me... I figured that part out for myself.  So what's the deal? "

Terminator
"My mission is to protect you. "

John
"Yeah? Who sent you? "

Terminator
"You did.  Thirty five years from now you reprogrammed me to be your
protector here, in this time. "

John gives him an amazed look.

John
"This is deep. "

John and Terminator on the bike again, weaving through the side
streets.
They blend into the evening traffic.  In the darkness, Terminator's
wounds
are not readily visible.   John cranes his head up and back.

John
"So this other guy?  He's a terminator too, right, like you? "

Terminator
"Not like me.  A T-1000.  Advanced prototype.   A mimetic polyalloy. "

John
"What's that mean? "

Terminator
"Liquid metal. "

John
"Radical. "

Terminator
"You are targeted for termination.  The T-1000 will not stop until it
completes its mission.  Ever. "

John mulls that over.

John
"Where we going? "

Terminator
"We have to leave the city, immediately.  And avoid the authorities. "

John
"Can I stop by my house? "

Terminator
"Negative.  The T-1000 will definitely try to reacquire you there. "

John
"You sure? "

Terminator
"I would. "

cut to:

John is quickly going through his pockets for change.   He has plenty
of
bills but no quarters.

John
"Look, Todd and Janelle are dicks but I gotta warn them.  Shit!  You
got a
quarter? "

Terminator reaches past John and smashes the cover plate off the
phone's
cash box with the heel of his hand.  A shower of change tumbles out.
Terminator hands one to John.  John dials.

   INTERIOR OF JANELLE & TODD'S HOUSE

Janelle Voight  picks up the kitchen phone and cradles it with her
shoulder while she continues to chop vegetables with a large knife.
She
answers sweetly.

Janelle
"Hello? "

John
(filtered through phone)
"Janelle?  It's me. "

In the backyard John's German Shepherd is going bonkers, barking at
something.

Janelle
"John?  Where are you, honey?  It's late.  You should come home, dear.
I'm
making a casserole. "

AT THE PAYPHONE.  John listens, an odd look on his face.  He covers
the
phone's mouthpiece and turns to Terminator.

John
(whispering)
"Something's wrong.  She's never this nice. "

IN THE VOIGHT'S KITCHEN.  Todd comes in through the kitchen's back
door.
Just home from work.  He ignores Janelle and opens the fridge.  Grabs
a
Coors.  Takes a sip.  Frowns at the dog's barking.

Todd
"What the hell's the goddamn dog barking at?  SHUT UP YOU MUTT! "

TIGHT ON JANELLE as Todd growls around the kitchen behind her.  He
passes
OUT OF FRAME next to her.  Janelle switches the phone to her other
hand
then... THUNK!  Her free hand seems to do something out of frame.
There is
a gurgling, and the sound of liquid dribbling onto the floor.  (Don't
go
away.  We'll found out what happened in a moment)

AT THE PAYPHONE.  John cups the phone again. Turns to Terminator.

John
"The dog's really barking.  Maybe it's already there.  What should I
do? "

Terminator takes the phone from John's hand.  Janelle's voice is
floating
through the receiver.

Janelle
(filtered)
"John?  John, are you okay? "

Terminator speaks into the phone in a perfect imitation of John's
voice...

Terminator
(in John's voice)
"I'm right here.  I'm fine. "
(to John, a whisper)
"What is the dog's name? "

John
"Max. "

Terminator nods.  Speaks into the phone.

Terminator
"Hey Janelle, what's wrong with Wolfy?  I can hear him barking.  Is he
okay? "

Janelle
(filtered)
"Wolfy's fine, honey.  Where are you?  "

Terminator unceremoniously hangs up the phone.  Turns to John.

Terminator
"Your foster parents are dead.  Let's go. "

Terminator heads for the bike.  John, shocked, stares after him.

    int. voight house / kitchen

Janelle hangs up the phone.  Her expression is neutral.  Calm.

PAN OVER along her arm, which is stretched out straight from the
shoulder.
Partway along its length her arm has turned smoothly into something
else--
a metal cylinder which tapers into a sword-like spike.  Now we see
Todd
Voight PINNED TO A KITCHEN CABINET by the spike which has punched
through
his beer can, through his mouth and exits the back of his head into
the
cabinet door.  His eyes are glassy and lifeless.

The spike is withdrawn-- SWIISHHTT!-- so rapidly, Todd is actually
standing there a second before he slumps out of sight.  THUMP.

Janelle doesn't bat an eye as the spike smoothly changes shape and
color,
transforming back into a hand, and then...

JANELLE CHANGES rapidly into the COP we now know as the T-1000.  The
change
has a liquid quality.   T-1000 opens the back door.

    ext. voight house/ backyard - night

T-1000 approaches the big German Shepherd, which slinks away from him,
barking in fear.    T-1000 walks right into CLOSE UP.  Reaches down,
OUT
OF FRAME.  We hear that sickening THUNK followed by a shrill YELP.
Then
T-1000's hand snaps up INTO FRAME holding a bloody dog collar.

The tag reads "MAX".

T-1000 nods thoughtfully.  Heads back to the house.

    EXT. parking lot - NIGHT

Dark.  Off a quiet street.  Terminator stands near the Harley watching
John pace before him.  John's brain is calling time-out.   This is all
too
weird.

John
"I need a minute here, okay?  You're telling me it can imitate
anything it
touches? "

Terminator
"Anything it samples by physical contact. "

John thinks about that, trying to grasp their opponent's parameters.

John
"Like it could disguise itself as anything... a pack of cigarettes? "

Terminator
"No.  Only an object of equal size.  "

John's still reeling from meeting one terminator, which now seems
downright
conventional next to the exotic new model.

John
"Well, why didn't it just become a bomb or something to get me? "

Terminator
"It can't form complex machines.  Guns and explosives have chemicals,
moving parts.  It doesn't work that way.   But it can form solid metal
shapes. "


    INT. VOIGHT HOUSE - night

T-1000 walks down the dark hall.  It passes the bathroom and we see
the
real Janelle's legs through the half-open door.  The shower is
running.
Her blood mixes with water on the white tile floor.

In John's bedroom the T-1000 begins searching methodically in the
dark.
Calmly and dispassionately ripping the room apart for any clues that
could
lead it to its target.

T-1000 finds a box of audio cassettes marked "Messages from Mom". In
it
are some letters, and envelopes filled with snapshots.  It begins
looking
through some of the photos...

SHOTS OF JOHN AND SARA during the missing years.  Sara in olive cammos
with
an RPG 7 grenade launcher, teaching John how to aim.  Sara with a
group of
military-clad Guatemalan men, standing next to cases of stinger
missiles.
John and Sara in a Contra camp, deep in the mountains.


    EXT. PARKING LOT - NIGHT

John is now sitting on the curb, lost in stunned thought.  Terminator
stands above him, watching the street like a Doberman.  He glances
down at
John.

John
"We spent a lot of time in Nicaragua... places like that.  For a while
she
was with this crazy ex-green beret guy, running guns.  Then there were
some
other guys."

JOHN
"She'd shack up with anybody she could learn from.  So then she could
teach me how to be this great military leader. Then she gets busted
and
it's like... sorry kid, your mom's a psycho. Didn't you know?   It's
like... everything I'd  been brought up to believe was just made-up
fantasy, right?  I hated her for that. "

(he looks up)

"But everything she said was true. "

(he stands)

"We gotta get her out of there."

Terminator
"Negative.  The T-1000's highest probability for success now would be
to
copy Sara Conner and wait for you to make contact with her. "

John
"Oh, great.  And what happens to her? "

Terminator's reply is matter-of-fact.

Terminator
"Typically, the subject being copied is terminated. "

John
"TERMINATED!?  Shit!  Why didn't you tell me?  We gotta go right now!
"

Terminator
"Negative.  She is not a mission priority.  "

John
"Yeah, well fuck you, she's a priority to me! "

John strides away.  Terminator goes after him and grabs his arm. John
struggles against the grip.  Which doesn't do him much good.

John
"Hey, goddammit!  What's your problem? "

Starts dragging John back to the bike.  John spots a couple of
college-age
slab-o-meat JOCK-TYPES  across the street and starts yelling to them.

John
"Help!  HELP!! I'm being kidnapped!  Get this psycho off of me! "

The TWO JOCKS  start toward them.  John yells in outrage at Terminator

John
"Let go of me!! "

To his surprise, Terminator's hand opens so fast John falls right on
his
butt. He looks up at the open hand.

John
"Oww!  Why'd you do that? "

Terminator
"You told me to. "

John stares at him in amazement as he realizes...

John
"You have to do what I say?! "

Terminator
"That is one of the mission parameters. "

John
"Prove it.... stand on one foot. "

Terminator expressionlessly lifts one leg.

John grins.  He's the first on his block...

John
"Cool! My own Terminator. This is great! "

The two guys get there and look at Terminator standing there calmly
with
one leg up in the air.  This big guy in black leather and dark
glasses,
standing like a statue.

First jock
"Hey, kid.  You okay? "

John turns to him.  No longer needing to be rescued.

John
"Take a hike, bozo. "

First jock
"Yeah?   Fuck you, you little dipshit. "

John
"Dipshit?  Did you say dipshit?! "
(to Terminator)
"Grab this guy. "

Terminator complies instantly, hoisting him one-handed by the collar.
The
guy's legs are pinwheeling.

John
"Now who's a dipshit, you jock douchebag? "

Immediately, things get out of hand.  The guy's friend jumps behind
Terminator and tries to grab him in a full nelson--

Terminator throws the first guy across the hood of a car--

Grabs the second by the hair, whips out his .45 in a quick blur, and
aims
the muzzle at the guy's forehead.

John grabs Terminator's arm with a yell as he pulls the trigger--
John's
weight is just enough to deflect the gun a few inches.  The guy
flinches,
stunned by the K-BOOM next to his ear.  He stares, shocked.  Pissing
himself.  John is freaking out too.

He screams at Terminator.

John
"Put the gun down!  NOW!! "

Terminator sets the .45 on the sidewalk.  John scoops it up fast then
turns to the shocked civilians, who can't believe what just happened.

John
"Walk away. "

They do.  Fast.  John grabs Terminator by the arm and tugs him toward
the
bike.  John still holds the gun, reluctant to give it back.

John
"Jesus... you were gonna kill that guy! "

Terminator
"Of course.  I'm a terminator. "

John stares at him.  Having your own terminator just became a little
bit
less fun to him.

John
"Listen to me, very carefully, okay?  You're not a terminator anymore.
Alright?  You got that?  You can't just go around killing people!

Terminator
"Why ? "

John
"Whattaya mean, why?  Cause you can't! "

Terminator
"Why? "

John
"You just can't, okay.  Trust me on this. "

Terminator doesn't get it.   John just stares at him.  Frightened at
what
just almost happened.  He gets a glimpse of the responsibility that
comes
with power.  Finally he hands the .45 back to Terminator,  who puts it
away.

John
"Look, I'm gonna go get my mom. You wanna come along, that's fine with
me."

cut to

    int. voight house/ bedroom - night

T-1000 finds an envelope... a letter from Sara to John sent since
she's been
at Pescadero State Hospital.   It reads the return address on the
envelope.
It has what it needs.  It picks up a tape player and the battered
shoebox
full of Sara's tapes and exits.

cut to:

CLOSE ON A BLACK & WHITE PHOTOGRAPH.  The image is a nightmare from
the
past.  It is a surveillance camera still-frame from the LA police
station
where the first terminator made such an impression in 1984.  We see
the
blurry forms of cops frozen in the emergency lights of a burning
corridor.

A  black-clad figure stands at the end of  the corridor.  The guy has
short-cropped hair and dark glasses.  An AR-180 assault rifle in one
hand,
and a 12-gauge in the other--holding them both like toy pistols.

ANOTHER PHOTO is slapped on top of the first.  Another still-frame
blow-up
is placed over the last.  Terminator looms in CLOSE UP.

Detective  weatherby (O.S.)
"These were taken at the West Highland police station in 1984.  You
were
there. "

WIDER.  We're in--

    int. INTERVIEW ROOM/ peSCADERO  - night

The photos are lying on the table in front of Sara, placed there by
DETECTIVE WEATHERBY.  His partner DET. MOSSBERG, and Dr. Silberman,
sit at
the table as well.  Two uniformed cops, plus Douglas,  stand by the
door.
Sara stares listlessly at the top photo.  She's withdrawn, haggard...
drugged-looking.

Mossberg
"He killed seventeen police officers that night.  Recognize him? "

Weatherby slaps another  black and white eight-by-ten on the table.  A
close up of Terminator taken by the Japanese tourist at the mall.
It's
the same face.

Mossberg
"This one was taken by a Japanese tourist today.  "

Sara doesn't react.  It's hard to tell she's thinking.  Whether she's
given up hope or is just in a drugged stupor.

Weatherby
"Ms. Conner,  you've been told your son's missing.  His foster parents
have
been murdered, and we know this guy's involved.  Talk to us.  Don't
you
care? "


Sara looks up at him.  A cold and empty stare.  He  glances at
Silberman.
Then at his partner.

Mossberg
"We're wasting our time. "

One of the uniformed cops opens the door and Mossberg strides into the
hall.  Weatherby and the two uniforms follow him out, with Silberman
right
behind.

Silberman
"Sorry, gentleman... "

TIGHT ON SARA, slumped under the bright lights.  Totally out of it.
Then we see her hand, creeping along the edge of the table toward the
stack of photos.  She slips off the paper clip binding the stills
together,
and hides it between her fingers.  Douglas jerks her up by the arm and
leads her out.

cut to:

   int. SARA's cell

Douglas cinches up the last of Sara's restraints.  Then leans over
her...
looking down.  Even wrecked as she is, we see the beauty in her face.
He bends down.  We think he's going to kiss her.  Instead he runs his
tongue across her face like a dog would.  She seems not to even see
him.
Her dull eyes see past him.  He can't provoke a reaction.  Even here,
strapped down, the two of them alone, she gives him no superiority.
He
smirks and leaves.  We hear the sound of his night-stick tapping its
way
down the corridor, growing fainter.

Sara's eyes snap suddenly alert.  There is intensity and resolve in
them.
She slips the paper clip out from between her fingers and awkwardly
spreads
it open into a straight piece of wire.  With slow, painful
concentration
she moves it toward the lock of the restraints that bind her wrists to
the
bed at her sides.

cut to:

    EXT. road - NIGHT

Terminator and John charge through the night on the Harley.
Streetlights
flare past them like comets.  Two serious guys with a mission.  One a
ten
year old kid, the other a half-man/ half-machine cyborg killer from
the
post-apocalypse future.

cut to:

    INT. SARA'S CELL

TIGHT ON RESTRAINT LOCK as it unlatches... successfully picked by
Sara's
paper clip.  This is not an easy thing to do.  But Sara taught herself
a
lot of things in her years of hiding.

SARA, her hands free, sits up and releases the Velcro straps on her
feet.
She rolls off the bed and we see her in a whole new light.  She is
totally
alert, almost feral in her movements.

CUT TO:

    EXT. hospital entrance

GUARD SHACK.  A  bored security guard glances up as an LAPD black-and-
white
pulls up.  He raises the barricade and nods at the T-1000/cop as he
passes.

THE CRUISER pulls in next to the other police vehicles.  The T-1000
walks
toward the main entrance.

cut to:

    int. SARA's cell/ corridor

Sara is using the paper clip on the door lock.    She hears an echoing
tapping  sound.  It's getting louder, coming her way.  She goes back
to
work on the lock.

IN THE CORRIDOR. Douglas the attendant is tapping his stick along the
wall
like he does every night on his rounds.  It is dark.  He shines a
little
mag-light in the windows of the cells as he passes, barely slowing.

He rounds the corner.  His footsteps echo in the dark hallway. The tip
of
the stick hits the wall. Tap, tap, tap... getting closer to Sara's
cell.
He stops at her door.  He is about to shine his light in when he
notices
that a utility closet across the hall is open.  He goes to shut it,
absently flicking his light into the dark closet.  He notices
something
strange among the buckets and cleaning supplies.  A mop lies on the
floor,
with its handle snapped off about halfway up.  The other half is
missing.

Douglas ponders that for half a second, then hears a SOUND behind him
and
spins around.  The sound he heard was Sara's cell door. The missing
two
feet of MOP HANDLE fills his vision as it CRACKS viciously across the
bridge of his nose.

250 pounds of doughy attendant hit the floor like a sack of cement.
Sara
slams the makeshift baton down expertly across the back of his head,
bouncing him off the linoleum.  Lights out, Douglas. She drags him
into
her cell and locks him in with his own keys.  Then swaps her mop-
handle for
his nice heavy night-stick.

Sara moves down the dark corridor, cat-stepping in her bare feet.  She
holds the baton like a pro, laid back along her forearm, police-style.
She
looks dangerous.

CUT TO:

    INT. HOSPITAL ENTRANCE/ CORRIDOR

A long corridor ends at a reception area, which is closed, and a NIGHT
RECEIVING DESK,  which is a glass window where they can buzz you in
through
a heavy door.  A NIGHT NURSE types at a desk nearby.  She looks up at
the
sound of footsteps and sees a young cop (T-1000) walking toward her.

T-1000
"You have a Sara Conner here? "

She assumes he's with the other cops.  Smiles.

Night nurse
"Running late, aren't you? "

She turns to the inner door to buzz him in and sees Silberman and the
cops
coming toward the door from the other side.

Night nurse
"Your friends are on their way out now... "

When she turns back to the window, T-1000's  no longer there.   She
goes
to the counter and leans out to see if he's at the drinking fountain
or
someplace.  No.  Reception is empty.  And so is the long corridor
beyond.
She frowns.  Too weird.

Silberman comes through the solenoid door with Mossberg and Weatherby,
the
two uniform cops, and the hospital security guard.  The guard
retrieves his
9mm pistol from a lock-out box behind the night desk.  Silberman faces
him.

Silberman
"Lewis, see these gentleman out and then lock up for the night. "

The security guard nods.  Silberman goes back into the secure area of
the
hospital and the cops walk down the long corridor to the main doors.
No
sign of T-1000.  Mossberg and the other cops exit, and the guard locks
the
door behind them.

The guard walks slowly back along the long corridor.  The hall is
dark,
with the light at the night desk far ahead like a sanctuary.  His
footsteps
ring hollowly on the tile floor.  His keys jingle.

ANGLE ON FLOOR as the guard's feet pass through FRAME.  An instant
later
the floor starts to move. It shivers and bulges upward like a liquid
mass,
still retaining the two-tone checkerboard of the tile.  It hunches up
silently into a quivering shadow in the darkness behind the guard.

Up ahead we hear typing.  The night nurse has her back to us, working.
The
guard stops at the  drinking fountain.  Bends to take a sip.  Behind
him
the fluid mass has reached six feet of height and begins to resolve
rapidly into a human figure.  It loses the color and texture of the
tile
and becomes... THE GUARD.

T-1000's mass had been spread out a quarter of an inch thick over
several
square yards of floor.  The guard walked over the T-1000, and his
structure
was sampled in that instant.  Now we see it drawing in and pulling up
to
form the figure of the guard.

The T-1000/Guard's feet are the last to form, the last of the "liquid
floor"
pulling in to form shiny black guard shoes.  The shoes detach with a
faint
sucking sound from the real floor as the T-1000/Guard takes its first
step.


The real guard spins at the sound of footsteps to see... himself. He
has
one deeply disturbing moment to consider the ramifications of that.
Then
he sees his double calmly raise his hand and, inexplicably, point his
right index finger directly at the real guard's face, about a foot
away.
In a split second, the finger spears out, elongating into a thin steel
rod
which snaps out like a stiletto, slamming into the guard's eye.

It punches into the corner of the eye, past the eyeball like a trans-
orbital
lobotomy tool, and emerges from the back of the guard's skull.

Life quietly empties from the guard's face.  He is dead weight now,
hanging from the rod/finger, which suddenly retracts-- SSSNICK.  As
the
guard slumps, the T-1000 takes his weight easily with one hand and
walks
him, like he's carrying a suit on a hanger, back toward the night
desk.
The wounds are so tiny, no blood drips onto the floor.

ON THE NURSE, glancing up as the T-1000/guard walks past, dragging
something casually which she can't see because it's below the
countertop.

Night nurse
"Whatcha got, Lewis? "

T-1000/guard
"Just some trash. "

She nods, uninterested.  Keeps typing.  T-1000 moves past, dragging
the
unseen guard toward a closet down the hall from the night receiving
station.  T-1000/Guard removes the Browning High-Power pistol and the
keys
from the real guard's belt, then stuffs his body into the utility
closet.

   int. corridor / night receiving desk

T-1000 / Guard comes back out and glances at the nurse.

T-1000/guard
"All set. "

She glances toward him.  Sees the Beretta in his holster.

Night nurse
"Gotta to check the gun first, Lewis. "

T-1000/guard
"Yeah, sorry. "

T-1000 opens the locker and blocks it from her view with its body as
it
mimes putting the gun in.

CLOSE ANGLE ON T-1000'S CHEST, from inside the locker.  Instead of
setting
the gun in the locker, it inserts the pistol into its own chest, where
it
disappears inside like it was dropped into a pot of hot fudge.  It
withdraws its hand.  The chest is once again a surface that looks like
cloth, buttons, name-tag etc.  You'd never guess it was really an
intelligent liquid metal.


T-1000 slams the locker door and  waits as the nurse hits the button
unlocking the door  with a BUZZ-CLACK.  T-1000/Guard goes through.

CUT TO:

    int. isolation SECURITY CHECKPOINT

A small room before a short SALLY-PORT corridor designed to prevent
violent inmates from making a run for it.  There are doors at each
end.
The first  one is barred like a jail-cell door, and the second is a
steel
fire door.    The attendants have a video monitor with which they can
see
the corridor on the other side of the doors.

The two bored attendants barely notice the T-1000/Guard as it
approaches.
Looks briefly at a chart next to the door, seeing SARA CONNER is in
#19.
T-1000/Guard goes into the Isolation Ward through the two doors, which
lock
behind it.

IN THE ISOLATION WARD, the T-1000 passes a nurses' station which looks
like
a cage, walled in by heavy metal mesh.  Silberman, leaning in the open
doorway, is talking to an attendant in the cage.  He doesn't glance
twice at
Lewis the guard passing by.

SARA, moving like a ghost in the darkened corridor, hears footsteps
coming
and quietly but quickly unlocks a cell next to her with Douglas's
master
key.

She slips into the cell and waits as the footsteps pass. We glimpse
the
T-1000/Guard pass the window.

She waits as the footsteps fade away.  She looks over.  A female
inmate,
strapped to a bed, watches her with bird-like eyes.  She puts a finger
to
her lips-- SSHHH.  The inmate nods.  Sara exits.

POV MOVING TOWARD nurse's station.  We hear Silberman's voice,
reviewing
medication with the night attendant.

ON SILBERMAN yawning, looking at his watch.

He turns to go...  Sara is there.

She slams into him, hurling him through the door into the cage and
following him in.  The orderly jumps up, going for his stunner, but
she
nails him with Douglas's baton.  WHAP-WHAP-WHAP!  You can barely see
the
thing she's swinging it so fast.  The guy goes down.

Silberman lunges for the alarm button and she cracks down hard on his
arm.  He cries out and grabs his wrist.

She grabs him by the hair and slams him face down on the desk,
smacking
him behind the knees expertly with the baton.  His legs buckle and he
drops
to his knees with his chin on the desk.  She pins him with one hand.
His
face is full of outraged disbelief.

Silberman
"You broke my arm! "

SARA
"There's 215 bones in the human body, motherfucker.  That's one.  Now
don't
move! "

Moving rapidly, she whips open a medication drawer and grabs a
syringe. They
keep a few of these handy for tranking unruly patients.  She jams it
into
the guard's butt and fires the whole shot.  Still holding the empty
syringe,
she sees what she needs next.
They keep the toxic cleaning supplies in here to keep the inmates from
drinking the Drano.  She grabs a plastic jug of LIQUID PLUM'R and
slams it
down on the desk inches from Silberman's eyes.

She jabs the empty syringe into the plastic jug.
Draws back the plunger.  The syringe fills with blue liquid.
She whips it out of the jug and jams the needle into Silberman's neck.
His
horrified eyes rack toward it.  10 cc's of blue death fill the
cylinder. Her
thumb hovers over the plunger.
She jerks him to his feet by the collar and gets a tight grip on him,
then
hauls him through the door.

IN THE CORRIDOR outside cell #19 the T-1000 stops  and looks in the
window.
Douglas, his face a bloody mess, yells to be heard.

Douglas
"Open the door!  The goddamn bitch is loose in the halls! "

To Douglas's amazement, Lewis the Guard turns impassively and walks
away,
leaving him shouting soundlessly at the window.

cut to:

    ext. hospital

Terminator and John are approaching the guard gate on the Harley.
They can
see the guard inside look up at the sound of the engine.

John
"Now remember, you're not gonna kill anyone, right? "

Terminator
"Right. "

John looks at him.  He's not convinced.

John
"Swear. "

Terminator
"What? "

John
"Just say 'I swear I won't kill anyone.' "

John holds his hand up, like he's being sworn in.  Terminator stares
at
John at beat.  Then mimics the gesture.

Terminator
"I swear I will not kill anybody. "

Terminator stops the bike and gets off.
The guard, sensing trouble, has his gun drawn as he comes out of the
shack.
Terminator walks toward him drawing his .45 smoothly.  BLAM!
He shoots the guard accurately in the thigh.
The guy drops, screaming and clutching his leg.
Terminator kicks the guard's gun away, then smashes the phone in the
shack
with his fist.  He pushes the button to raise the gate and walks back
to
the bike.

Terminator
"He'll live. "

Terminator climbs on the bike.  They drive toward the hospital,
heading
down an ambulance ramp to an underground receiving area.


    int. isolation floor

The attendants at the security checkpoint look up at the monitor as
someone
enters the corridor.  They see Sara, holding Silberman at syringe-
point.
Sara speaks to them through an intercom on the wall.  Her voice comes
through the speaker.

SARA
"Open it or he'll be dead before he hits the floor. "

The attendants' adrenalin levels just went off the scale.  The first
attendant adamantly shakes his head no.  The amperage here is really
high.
The second attendant keys the intercom mike.

2nd attendant
"There's no way, Conner.  Let him go. "

Silberman's face is the color of suet.

SILBERMAN
"It won't work, Sara.  You're no killer.  I don't believe you'd do it.
"

Her voice is a deadly cold hiss.

SARA
"You're already dead, Silberman.  Everybody here dies.  You know I
believe
that.  So don't fuck with me! "

Silberman
"Open the goddamn door! "

The attendants look at one another.  One of them finally hits the
solenoid
button.  The far door unlocks.

IN THE LOCKOUT CORRIDOR. Sara pushes Silberman ahead of her. The
nearer,
barred door must be unlocked manually. One of the attendants
cautiously
approaches.  Nervously unlocks it.

SARA
"Step back! "

He does.  She faces both of them.

SARA
"Down on the floor!  Now! "

They comply.  She comes through with Silberman, giving them a wide
berth.
Starts backing down the hall away from them, still holding her
hostage.
She's actually pulling this off.

ANGLE FROM BEHIND HER.  What we can see, but she can't, is a third
orderly
waiting just around the corner.  He's poised, ready to jump her when
she
comes abreast of him.

ON SARA backing up.  She reaches the corner.
The third attendant lunges, grabbing her syringe-hand.
Sara spins on the orderly and catches him across the throat with the
nightstick.  He loses interest fast, dropping to his knees and
gagging.
Silberman pulls away, screaming at the top of his lungs.

Silberman
"Get her!  "

They scramble up as Sara takes off like a shot around the corner.
One of them hits the panic button and ALARMS begin to sound.

IN THE ISOLATION WARD, the T-1000 is looking in at a very stoned
attendant
inside the nurses' station when the alarms shriek through the halls.
It
reaches into its chest and pulls out the 9mm pistol.  Heads for the
security entrance.

IN ANOTHER CORRIDOR in the maze of the vast hospital, Sara flies past
us,
her bare feet slapping on the cold tiles.  The orderlies charge after
her.
She's like an animal in a maze.   She turns a corner, glancing off the
wall, and sprints on without slowing.  She reaches a steel door.
Tries
it.  Locked.  Footsteps like a drum solo behind her.

She fumbles with Douglas's  keys, breathing hard.  Jams the master in.
The orderlies are bearing down on her at full tilt.
Sara gets the door open.  Dives through.  Slams it.
She turns a deadbolt knob just as  the first orderly grabs the latch
on
the other side. He's too late.

Sara sees them beyond the window, fumbling with their keys.

Sara is in another sally-port corridor.  A jail-cell type barred door
is
between her and the corridors of the ward beyond.
She sprints to the  wall of bars, jams her key into the door.
She unlocks and pulls open this door just as she hears the latch of
the
one she just came through being unlocked.

She flings herself frantically through the barred door as the first
orderly
comes through behind her.
She slams the bars shut.  CLANG.
Her keys are dangling from the lock on the other side from her.
The orderly is racing at her, white-lipped with rage.

She reaches back through the bars, turns the key, and purposefully
snaps
it off in the lock.    An instant later the big orderly slams against
the
door, grabbing through the bars for her as she dances back just out of
reach.
He lunges against the steel bars, unbelievably pissed off.

Sara takes off running, looking back at the frustrated orderlies.
They're
shouting at each other, unable  to fit their keys into the lock--
The broken-off key tip makes it impossible to get their keys in.
Silberman shouts at them.

Silberman
"Go around, goddammit!  Go around!! "

The orderlies run back the way they came, and along a cross-corridor
to
another set of doors.

ON SARA as she rounds a corner and sees the elevators ahead. Now she's
home-free.  At a full tilt sprint, she's nearly there when the
elevator
doors part...

TERMINATOR steps out... his head swivelling to face her.
Sara reacts, stricken by the image from her worst nightmares.
Her eyes go wide as momentum carries her forward.
Her bare feet slip on the slick tile.  She slams to the floor, staring
up
at the leather clad figure with the shotgun.

She loses all semblance of courage and some of her sanity.
She's not even aware that she is screaming, or what would be screaming
if
she could get the breath to do it.
In slowed down dream-time, Sara scrambles back along the floor like a
crab,
spinning and clawing her way to her feet along the wall.

She runs like the wind, like in her nightmare.   If she looked back
she
would have seen John step warily out of the corridor behind
Terminator.
John, however, catches a glimpse of the fleeing Sara and figures out
instantly what happened.

John
"Mom!!  Wait! "


Sara doesn't hear.  She has clicked fully into her own nightmare. They
take
off running after Sara.

She is pelting down the long corridor, back the way she came.   As she
reaches an intersection with a cross corridor a white-clad figure
blurs
from that corridor.  The orderly hits her in a flying tackle.  She
skids
across the floor, shrieking  and struggling.  The other two orderlies
leap
into the fray.

SARA
"No!  Help me!  Goddammit, it's gonna kill us all!!!   "

She is shouting, pleading, trying to get them to understand what is
coming.  They grab her thrashing arms and legs.  They don't even look
where
the out-of-control woman is pointing... back along the corridor.

They have her pinned to the cold tiles, a ring of faces above her.
Silberman leans down to her, holding a syringe with a heavy dose of
trank.
Sara cranes her neck and sees the dark silhouette of Terminator coming
up
behind them.  It is exactly her nightmare.

She screams in utter hopelessness.

Terminator, holding the shotgun in one hand, reaches down and grabs
one of
the orderlies with his other hand.  He hurls the 200 pound guy against
the
far wall of the corridor.  SMACK!  He drops to the floor.

The other two orderlies react instantly, leaping onto the intruder.
Terminator seems to disappear for a moment under the two big guys.
Then there is an explosion of white-clad figures, as the orderlies are
flung outward like they stepped on a land mine.
One crashes through a window of safety glass and is caught before a
two-story fall by the outer steel bars.  The other crashes through an
office door, splintering it into kindling.

Silberman has jumped in to hold Sara.  He is grabbed by a roll of skin
at
the back of his neck and lifted like a cat.  The doctor feels his feet
pedaling above the ground.  He looks into the expressionless face.
And it
hits him.  Sara was right... this guy isn't human.

He feels the fabric of his reality crumbling.

Then he feels himself flying through the air.  The wall smacks him,
then
the floor kicks him in the face.  He decides to lie there a second.

Sara blinks, staring up at the figure looming over her.
John kneels next to her.

John
"Mom, are you okay? "

She looks from Terminator to John.  Back to Terminator. Is this a
nightmare?  Or has she finally gone truly mad?

Incredibly, Terminator politely reaches its hand down to her, offering
to
help her up.  The last thing she ever expected to see.

Terminator
"Come with me if you want to live.  "

The orderlies are stirring.

John
"It's all right, Mom.  He's here to help. "

Sara, in a daze, takes the huge hand in her shaking fingers.
Terminator
lifts her to her feet.

John sees a COP standing thirty feet away, on the other side of the
wall
of bars.  John doesn't know what we know, but he knows something's not
right with this guy.  Terminator turns to follow John's gaze.
The T-1000 has his pistol in his hand, at his side.
Terminator pushes John behind him.  They start backing up.

The T-1000 walks forward, reaching the bars.   It doesn't stop. Its
body
divides like jello around the bars.  As it squeezes itself through
like
metal playdough, its surface reforms perfectly on our side.  We see it
deform and squeeze through like a viscous paste forced past an
obstacle.
Silberman has recovered enough to be sitting up and watching this.
That
faint snapping sound is his mind.

There is a CLINK and we see that the guard's gun has caught against
the
bars... the only solid object.  The T-1000 turns its wrist and tries
again,
slipping the gun endwise through the gap.

Sara is agape.  Not reacting.  It's been a heavy day for her.
Terminator
grabs John by the seat of his pants and hooks him up onto his back.
John
grabs him around the neck.  Terminator raises the shotgun and starts
backing up.

Terminator
"Go!  Run! "

Sara doesn't need to be told twice.

T-1000 walks toward them, opening fire with the Browning Hi-Power.
Terminator straight-arms the 12 gauge like a pistol and FIRES.
The stunned orderlies flop face down on the floor as the corridor is
filled
with high-velocity lead.  One of them, stupidly running for the
cross-corridor,  gets hit by the T-1000.

Terminator is hammered by several slugs, and the T-1000 is cratered by
two
buckshot hits.  It staggers, but comes on.  In the craters we see
bright
mercury  before they close and reseal, disappearing in a second.


Terminator makes it around the corner and breaks into a run.  Ahead,
Sara
is already at the elevator.  Terminator and John pile in and John
slaps
the button for "Garage Level".

The doors start to close.  T-1000 clears the corner.
Terminator slams John and Sara back against the side walls as the T-
1000
charges at them, rapid-firing the Browning.
The rounds hit the steel doors as they close.
T-1000 keeps pumping them at the closing gap.

Inside, they see the backside of the doors denting with the hits that
are
punching holes in the other side.

The Browning locks open, empty.  T-1000 drops it without a glance
back.
The doors close.  K-WHAM!  The T-1000 hits them a split second later.
The
elevator hasn't moved yet.  SSWWIKK!

A sword-like blade rams in between the doors forcing them open.
Terminator
jams the shotgun through the widening gap.  Punches the muzzle right
INTO
the T-1000's face -- BOOM!!

We get a glimpse of the T-1000's head blown apart by the blast.  It is
hurled back.   The doors close.  The car descends.

ON THE T-1000, outside the elevator.  Its head, which is blown apart
into
two doughy masses lying on the shoulders, reforms quickly.  There is
no
trace of the injury.   It sees the closed doors and jams its hands
between
them, its fingertips becoming pry-bars.  It pulls the doors apart with
inhuman strength and LEAPS INTO THE OPEN SHAFT.

It falls two floors and...

IN THE ELEVATOR.  Our trio hears  a loud THUMP on the roof.
Terminator,
reloading the shotgun, looks up.
Sara grabs the .45 from his waistband and aims it at the  ceiling.
BEAT...
Then  CLANGG!! a swordlike shaft punches through the ceiling and
spears
down four feet into the elevator car.
It is inches from Sara's face.
She opens fire, BAM-BAM-BAM-- right through the roof.
Lightning fast the lance withdraws and thrusts down again, slashing
Terminator's jacket, and missing John by inches.
Terminator chambers a round and K-BOOM! the 12 gauge opens a hole in
the
ceiling.

Terminator rocks out in a fury of firing/cocking/firing as the metal
shafts slash down again and again.  Sara yells in pain as one of them
slices open her upper arm.

The doors open.  Sara pulls John out as soon as the gap is wide
enough. They
emerge into the basement.  We see the Harley parked nearby.

Terminator, in a rearguard action, fires another blast through the
ceiling
and runs out.   He throws his leg over the Harley, kicks it to life
with
one powerful stroke and then whips something out of the inner pocket
of
his jacket.  He throws it to John.  A road flare !?


In the elevator, the T-1000 has bashed a hole in the ceiling big
enough to...
Pour itself through.
A massive blob of mercury extrudes from the opening.  The mass drops
through
the hole, down out of frame, then comes back up into frame as Officer
X.

It seems to need just a second to get its mental act together after
doing
this kind of taffy-pull with itself.  It opens its eyes and sees--

TERMINATOR, the shotgun held in his teeth, astride the roaring Harley
twenty
feet away.  Terminator twists the throttle and pops the clutch.
The back tire screams on the concrete.  The front wheel lifts off the
ground and the heavy bike launches in a thundering wheelie.

Terminator gets off just before the bike hurtles into the elevator.
The Harley slams  the T-1000 square and smashes it right through the
back
wall of the elevator.
Terminator rolls to his feet.
John strikes the flare on the concrete.  Tosses it.
Terminator catches the lit flare with one hand.
Levels the shotgun with the other.
With his last round he blows a big hole in the bike's gas tank.
Gas splashes everywhere, covering the struggling T-1000.
Terminator tosses the flare.  KA-VOOOM!

The explosion knocks Terminator backward off his feet, enveloping him
in
the fireball.  He gets up, smoking, and runs after John and Sara
toward
the exit ramp.

AT THE EXIT RAMP.  They are partway up  when a blue-and-white hospital
security car comes screeching down the other way.
Without breaking stride Sara runs right at the car.  It skids to a
shrieking halt.  She's in the guy's face with the .45 in both hands.

SARA
"Out of the car!! "

The patrol guy is thinking what he can try when BAM! she puts a round
through the glass next to his head.

SARA
"RIGHT NOW! "

The door opens and the guy is coming out with his hands up as
Terminator
arrives.  The cyborg flings the rent-a-cop out of the way and slides
behind
the wheel.  Sara gets John into the back seat and dives into the front
passenger seat as--

Terminator slams the car in reverse and punches it, lighting up the
tires
on the slick ramp.  Terminator hands the shotgun over his shoulder to
John
and tells him to reload.  John pulls some shells from the pocket of
his
army jacket and starts feeding them in.
Terminator  powers backward up the ramp, scraping along one wall,
barely in
control.  Because...

The T-1000 is running at them out of the inferno below. This guy won't
quit.  Shifting from chrome mode to the cop-form as it runs.
It sprints up the ramp after the retreating car.  T-1000 is gaining.

Terminator hands Sara another magazine for the .45.  She snatches it,
drops
the other out, and slaps in the new one.  Cocks the slide.
The car backs along the service driveway toward the security gate.
John hands the shotgun back to Terminator.
He leans out the window and takes aim at the pursuer.
The T-1000's face is right in the headlights.
Terminator fires, blowing a hole in its shoulder.  Shiny liquid metal
visible in the hole, which then closes.
Sara, half out the passenger window, opens fire.
The car crashes backward through the security barricade.

Terminator
(calmly)
"Hang on. "

He cuts the wheel hard.  The car slews into a reverse 180, swapping
ends
with a screech.  T-1000 is almost on them.
Terminator punches it.  The car accelerates forward.

T-1000 leaps.  Lands on the trunk. Its hand is a metal crowbar slammed
down
through the trunk lid.  Feet dragging on the pavement, it slams its
other
hand down, punching another metal hook into the trunk lid, pulling
itself up.
Terminator turns to Sara

Terminator
"Drive. "

Terminator heaves himself half out of the driver's window.   Sara
slaps her
foot down on he throttle and steers from the passenger side.

T-1000, fully on the car now, holds on with one hook-hand while it
slams the
other into the back window, sweeping away the glass and missing John
by
inches as he ducks.
It draws back for another swing, lunging forward as--

Terminator whips the shotgun down over the roof of the car.
Fires point-blank.
Hits the T-1000's arm just above the "hand" which anchors it to the
car.
The 12 gauge blows the arm apart, severing the hook-hand.

T-1000 tumbles backward off the accelerating car. John looks out the
back
window, his eyes wide.
He sees the T-1000 roll to his feet and continue running.
But he's dropping way behind now.  Sara has the car floored and the
liquid-metal killer won't catch them on foot.

John watches, in awe, as the "crowbar hand", stuck into the trunk
right in
front of him, reverts to the neutral polyalloy... a kind of thick
mercury.
The gray metal slides off the trunk of the car and falls onto the road
to
lie there in a quivering blob.

The car speeds off into the night.

REVERSE on the T-1000, walking now, coming right up into close up,
watching
the tail lights recede.  It looks down.

ANGLE ON BLACKTOP, tight on the liquid metal blob.  Next to it is the
T-1000's shiny cop shoe.  The mercury blob crawls and rejoins the main
mass,
disappearing into the "shoe".

    int./ ext. security car

A GHOST CAR blasts out of the darkness on a long stretch of moonlit
highway.  Headlights off, the Hospital Security car punches a hole in
the
wind.

INSIDE THE SPEEDING CAR the energy is still high.  The air is blasting
in
the shattered windows as Terminator drives the car easily by
electronic
night-vision.  His eyes glow faintly red.

John
"Can you even see anything? "

TERMINATOR'S POV.  A monochrome image of  the highway lit bright as
day.

Terminator replies in a matter of fact tone.

Terminator
"Everything. "

John
"Cool. "

Sara looks at Terminator, still not quite believing this is happening.
But this is a different Sara than the waitress of 1984.
She spends only a second or two dealing with the unbelievable.
Then she turns to John in the back seat.

SARA
"You okay? "

He nods.  She reaches for John and we think she's going to hug him.
She
starts to rub her hands over him and we realize she's checking for
injuries, very clinically the way a vet checks a dog for broken bones.

He pulls away from her.  He hates her always checking him, treating
him
like he might break, like some piece of rare china.

John
"I said I was okay. "

Sara looks at him, exasperated and stern.

SARA
"It was stupid of you to go there. "

John stares at her, surprised.

SARA
"Goddammit, John,  you have to be smarter than that.  You're too
important!   You can't risk yourself, not even for me, do you
understand?
I can take care of myself. I was doing fine.  Jesus, John.  You almost
got
yourself killed. "

We see his chin quiver.  He's a tough kid, but all he really wants is
for
her to love him.  He hasn't had enough years on the planet yet to be
the
man of steel she demands.

John
"I...  had to get you out of that place... I'm sorry, I... "

His face crumples.  He starts to cry.  Sara gives him a cold stare.

SARA
"Stop it!  Right now!  You can't cry, John.  Other kids can afford to
cry.
You can't. "

He's trying to be brave, he really is.  Terminator turns and sees the
water
leaking from his eyes.  It doesn't make any sense to him.

Terminator
"What is wrong with your eyes? "

John turns away, ashamed.  Sara lets her breath out, realizing how
keyed up
she is. She turns to Terminator, giving him a wary once-over.

SARA
"So what's your story? "

cut to:

    ext. mental hospital

The cops have shown up, as they always do.  There are black and whites
everywhere, and ambulances are arriving.  Two cops and an orderly are
required to subdue poor doctor Silberman, who is raving at the top of
his
lungs.

Silberman
"...it was all true and we're all going to die and the guy changed, I
saw
him change!!   "

It's quite pathetic.
A nurse shoots him up with a sedative.  They lead him away.

T-1000 walks unperturbed among the milling cops.  No-one notices him.
He
slips into his cruiser and drives off into the night.

    int. car

Terminator  drives steadily into the black night.

SARA
"This T-1000... what happens when you shoot it? "

Terminator
"Ballistic penetration shocks it, but only for a few seconds. "

Sara thinks about that.  Then.

SARA
"Can it be destroyed? "

Terminator
"Unknown. "

They ride along in silence for a few seconds.
Sara sees something up ahead, some lonely neon in the blackness.

SARA
"Pull in here.  We have to ditch this car. "


   EXT.  SERVICE STATION - NIGHT

A rundown gas station with a buzzing neon sign and no-one around.
They
pull into the drive and slowly cruise past the empty office.  A sign
in
the window says CLOSED SUNDAY.   They continue around the building to
the
garage's back door.

AT THE GARAGE DOOR.  Terminator breaks the lock on the roll-up door
and
raises it.  Sara pulls the security car in out of sight.  Terminator
rolls
the door down behind them.

    INT. GAS STATION

Dark.  Sara switches on the single drop-light.  She and Terminator
look at
each other.  Terminator is shot-up and bleeding, and Sara has a
vicious
slash in her upper arm which has soaked her sleeve with blood.

SARA
"You look like handmade shit. "

Terminator
"So do you. "

CUT TO:

TIGHT ON FIRST AID KIT from the office, plus some not-so-oily rags, a
bottle  of rubbing alcohol, a few small tools, and other makeshift
odds
and ends.  Terminator's hand comes into shot.  Sets down a bloody rag.
Picks up a clean one.

WIDER.  Sara sits on an empty crate.  Terminator is beside her,
suturing
her wound with some fine wire from the winding of an alternator.
Using a
pair of needlenose pliers he draws the wire through her pale skin with
a
delicate hand.

Terminator
"I have detailed files on human anatomy.  "

Sara stares into his face, inches away, fighting the pain.  She
doesn't
like  him being this close to her to begin with, let alone carving on
her.

SARA
"I'll bet.  Makes you a more efficient killer, right? "

Terminator
"Correct. "

Cut to:

TIGHT ON TERMINATOR'S BACK.  The leather jacket is riddled with bullet
holes.  Sara and John help pull it off, revealing Terminator's broad,
muscled back beneath.

WIDER.  John and Sara stare in amazement.  There are at least twenty
bullet
holes in him.  Back Arms.  Legs.  Fortunately they're all 9mm.  The
holes
are small and the damage cosmetic.

John
"Does it hurt? "

Terminator
"I sense the injuries.  The data could be called pain. "

TIGHT ON SARA AND TERMINATOR. Sara starts washing the bullet holes in
his
broad back with alcohol.

SARA
"Will these heal up? "

Terminator nods.  She reaches into the bloody wounds with pliers and
finds
the  copper-jacketed bullets, flattened against his armored
endoskeleton.
Pulls them out.  They CLINK one by one into a glass.

SARA
"That's good.  Because if you can't pass for human, you won't be much
good
to us.  "

She concentrates on removing the slugs.  CLINK.  CLINK.

John
"How long do you live.  I mean last? "

Terminator
"A hundred and twenty years on my existing power cell. "

Sara nods, pulling out another slug.  CLINK.  The glass is nearly full
of
flattened bullets.   She begins to sew the holes closed with a few
wire
sutures.  John watches in quiet amazement, the two warriors calmly
fixing
each other.

John
"Can you learn?  So you can be be... you know.  More human.  Not such
a
dork all the time. "

Terminator turns toward him.

Terminator
"My CPU is a neural-net processor... a learning computer.   But Skynet
presets the switch to "read only" mode when we are sent out alone. "

SARA
(cynical)
"Doesn't want you thinking too much, huh? "

Terminator
"No.  "

John
"Can we reset the switch? "

CUT TO:

E.C.U. OF AN X-ACTO KNIFE cutting into Terminator's scalp at the base
of his
skull.  His voice calmly directs Sara as she spreads the bloody
incision and
locates the maintenance port for the CPU in the chrome skull beneath.

Terminator
"Now open the port cover. "

She wipes away the blood and uses the garage-mechanic's air tools to
unscrew the port cover.

TERMINATOR POV (DIGITIZED) as he watches her work in a mirror they've
taken from the washroom.  Sara and John are standing behind him.  Her
hands
are covered with blood, like a surgeon's.

Terminator
"Hold the CPU by its base tab.  Pull. "

Following his instructions, she reaches in with a pair of tweezers and
PULLS--
There is a BURST OF STATIC and the screen goes BLACK.

CUT TO:

TIGHT ON JOHN AND SARA looking at what she has removed.  A reddish
brown
ceramic rectangle with a connector on one end.  About the size and
shape of a
domino.  On close inspection it appears to be made up of small cubes
connected together.  It is identical to the shattered one in the vault
at
Cyberdyne Systems.  Now we know what it is that Miles Dyson values so
highly.  The brain of a terminator.

WIDER.  John walks around Terminator and looks at his face. Eyes open,
he is
completely inert.  Dead.

John lifts his huge hand.  The dead servos whine sullenly as he forces
them.
It's like rigor mortis.  He releases the hand and it stays in the
lifted
position.  Sara examines the CPU chip.

John
"Can you see the pin switch? "

She ignores him.  She looks at Terminator.
Then back at the chip.
Then she sets it on the work table and picks up a small sledge hammer.
John
realizes what she is about to do.  Dives at her as the sledge is
whistling
down.

John
"No!!!! "

He slaps his hand down over the chip.
Sara barely stops the sledge before smashing his fingers.

SARA
"Out of the way, John! "

John
"No!  Don't kill him! "

SARA
"It, John.  Not him.  It.  "

John
"Alright, it.  We need it!  "

John keeps his hand right where it is.

SARA
"We're better off by ourselves.  "

JOHN
"But it's the only proof we have of the future. About the war and all
that. "

SARA
"I don't trust it!  These things are hard to kill, John, believe me, I
know.
We may never have this opportunity again. "

John
"Look, Mom, if I'm supposed to ever be this great leader, you should
start
listening to my leadership ideas once in a while.  'Cause if you
won't,
nobody else will. "

Smart kid.  He's got her.  She nods, reluctantly.  He palms the chip
and
studies it minutely.

John takes a pin and moves the almost invisible switch to the other
position.
It is now in "write" mode.  Then he grimaces as he inserts the wafer
back
into the slot in Terminator's skull.

TERMINATOR VISION flares back to life in a burst of static.  The image
forms.  Sara and John stand behind him in the mirror.

Terminator
"Was there a problem? "

John glances sheepishly at Sara.  Then smiles at Terminator.

John
"No problem.  None whatsoever."

CUT TO:

JOHN  SLEEPING, lying on a pile of rags next to a stack of tires. The
lights
are off.   Sara sits nearby, crosslegged, her back against the wall.
The
.45 is cradled in her lap.  She looks weary, but she won't allow
herself to
sleep with Terminator present.

By the office windows, in a slash of moonlight, is Terminator.  He
stands
silent and still, watching the night.  Only his eyes move, tracking
with the
occasional car passing on the road. His figure silhouetted and still.

DISSOLVE TO:

SAME IMAGE.  Now DAYLIGHT streams in the dusty windows. Terminator has
not
moved.  Faithful machine sentinel.  He turns at a sound.  John stirs,
waking
up.  He squints at the sunlight.  Sara is still awake.  She gets up,
wincing
at the pain in her arm.

cut to:

    ext. gas station - day (later)

John and Terminator walk to an old Chevy pickup parked behind the
garage.
The day is clear but windy.  Dust devils chase themselves behind the
place.
The pickup is locked but Terminator breaks the side-window with his
fist
and opens the door.  He and John climb in.

IN THE PICK UP.  Terminator has this trick (which you could do too if
you
had servo-driven steel fingers) where he smashes the cowl around a
steering
column with one blow from the palm of his hand.  When it shatters he
strips
it away with a single move, and then turns the stub of the lock-
mechanism
with his fingertips.  This starts the vehicle.  It takes about three
seconds.

In fact, he does it so quickly, the truck is running by the time John
flips
down the sun visor.  A set of keys drops out and John catches them.
Dangles
them in front of Terminator's eyes.

John
"Are we learning yet? "

Sara comes out.  She's found a mechanic's coverall inside, used but
fairly
clean.  It doesn't fit too well but it's better than the stuff from
the
hospital.  She's still barefoot.
The sun, which she hasn't seen in months, hurts her eyes.
Terminator and John pull up in the pickup.  She gets in.

Terminator
"We need to get as far from the city as possible. "

SARA
"Just head south. "

cut to:

    int. / ext. pickup truck / highway - day

THE OPEN ROAD.  The pick-up roars through light traffic down a long
stretch
of highway.  They sit three abreast on the bench seat, John in
between,
like some improbable family on a car trip.
Sara leans over to get a look at the speedometer.

SARA
"Keep it under sixty five.  We can't afford to get pulled over. "

Terminator backs off the throttle slightly.

Terminator
"Affirmative. "

John
"No, no, no.  You gotta listen to the way people talk.  See, you don't
say
like "Affirmative" or some shit like that.  You say... no problemo. "

Terminator nods, filing away the information.  Sara is ignoring the
lesson,
lost in thought.

John
"If someone gets upset you say " chill out".  If someone comes off to
you
with attitude, you say "eat me"...  if you wanna shine them on it's
"Hasta
la vista, baby".

Terminator
"Hasta la vista, baby? "

John
"Yeah, or "later, dickwad."  Or if someone gets upset you say "chill
out."
Like that.  Or you can do combinations. "

Terminator
"Chill out, dickwad. "

John
"That's great!  See, you're getting it. "

Terminator
"No problemo. "

cut to:

    ext. roadside stand/gas station - day

There's a gas pump and a sleazy fast-food stand.   Picnic tables are
set up
at the side of the food stand.  A  family sits at one, children
playing and
running about.

The pickup truck pulls into the lot.  Stops at the gas pump. Sara
turns
to John.

SARA
"You got any cash? "

John pulls what's left of his Ready Teller money from his pocket.

John
"Only a couple of hundred.  I'll give you half. "

Sara grabs all of it.  Peels off a twenty,  Hands it to John.

SARA
"Get some food.   "

She opens the truck door and steps out.  John turns to Terminator.

John
"No sense of humor. "

    THE ORDERING WINDOW as John and Terminator approach.

John
"And that's another thing.  You could lighten up a bit, yourself.
This
severe routine is getting old.  Smile once in a while. "

Terminator
"Smile? "

John
"Yeah.  Smile. You know.  People smile, right?  Watch. "

Goes to the order window.

John
(smiling broadly)
"Hi.  Nice place you got here.  How's business? "

Window Woman
(stone faced)
"Gimme a break. "

John
(to Terminator)
"Okay.  Bad example.  Over there, look.  "

John points at THREE TEENAGE GUYS standing at a drinking fountain
nearby.
One of them has said something funny and the others are laughing,
grinning.

John
"Like that. "

TERMINATOR POV (DIGITIZED)  The real-time image continues while a
replay of
one of the guys grinning runs in a window.  It expands, so that the
guy's
mouth fills the window.  Replays again in slow motion.  A vector-
graphic of
lips smiling appears, along with an array of symbolic data.

Terminator tries it.  The result is dismal.  A rictus-like curling up
of the
lip.  Terminator's next effort is a marginal improvement.

John
"I don't know, maybe you could practice in front of a mirror or
something."

         CUT TO:

    EXT.  REST STOP/PICKUP TRUCK - DAY (LATER)

Sara and John are eating cheeseburgers and fries, sitting in the truck
and
on the curb respectively.  They are parked away from the other
families, at
the end of the gravel parking area.   Terminator is pouring coolant
into the
radiator.  Sara is deep in thought, turning and turning the whole
thing in
her brain.  John, unable to deal with her silence, goes around to
where
Terminator is working.

John sees two kids playing with machine-gun watering pistols nearby,
viciously squirting each other.

First kid
"You're dead! "

Second kid
"Am not! "

First kid
"Are so! "

John and Terminator watch them rolling on the ground in a fight to the
death.  Sara rounds the front of the truck, and sees the kids.  John
sighs,
solemn.  He looks up at the cyborg.

John
"We're not gonna make it, are we?  People, I mean.  "

Terminator
"It is in your nature to destroy yourselves. "

John nods, depressed.

John
"Yeah.  Drag, huh? "

SARA
"I need to know how Skynet gets built.  Who's responsible? "

Terminator
"The man most directly responsible is Miles Bennet Dyson, director of
Special Projects at Cyberdyne Systems Corporation. "

SARA
"Why him? "

Terminator
"In a few months he creates a revolutionary type of microprocessor.  "

SARA
"Then what? "

Terminator closes the hood and gets into the truck as he speaks.

Terminator
"In three years Cyberdyne  will become the largest supplier of
military
computer systems.  All stealth bombers are upgraded with Cyberdyne
computers,
becoming fully unmanned.  Afterward, they fly with a perfect
operational
record.  "

SARA
(getting in behind John)
"Uh huh, great.  Then those fat fucks in Washington figure, what the
hell,
let a computer run the whole show, right? "

Terminator
"Basically.  "
(starting the engine, backing out)
"The Skynet funding bill is passed.  The system goes on-line August
4th,
1997.  Human decisions are removed from strategic defense.  Skynet
begins to
learn, at a geometric rate.  It becomes self-aware at 2:14 a.m.
eastern time,
August 29.  In a panic, they try to pull the plug. "

SARA
"And Skynet fights back. "

They accelerate back onto the highway.

Terminator
"Yes. It launches  its ICBMs  against their targets in Russia. "

SARA
"Why attack Russia? "

Terminator
"Because Skynet knows the Russian counter-strike will remove its
enemies
here. "

SARA
"Jesus. "
(beat, then)
"How much do you know about Dyson? "

Terminator
"I have detailed files. "

SARA
"I want to know everything.  What he looks like.  Where he lives.
Everything. "

    int. dyson house - day

Miles Dyson sits at the huge desk in his study.  He is deep in
thought,
tapping away at the keyboard of his home computer terminal.  Next to
his
desk are racks of sophisticated gear.  On a Sunday morning, when most
men
are relaxing, spending time with their families, Dyson is hard at
work.

IN A PROFILE CLOSEUP we see him in deep concentration, his mind
prowling the
labyrinth of his new microprocessor.

A WOMAN'S FACE ENTERS FRAME soundlessly behind him.  He doesn't hear
her.
His wife, TARISSA, extends her tongue and traces it down the back of
his
neck.  He smiles and turns to kiss her good morning.  She's still in
her
bathrobe, holding coffee.  He's been up for hours.  He turns and goes
back to
work, forgetting instantly that she is standing there.

She watches him work, the arcane symbols moving across the screen.  We
see
her frustration, her inability to truly enter the magic box of his
world.

Tarissa
"You going to work all day? "

Dyson
"I'm sorry, baby.  This thing is just kicking my ass.  I thought we
had it
with this one... "

He points to a  metal box on his desk, about two feet long.  An
assembly of
small cubes.  It looks like a dinosaur version of Terminator's CPU.

Dyson
"... but the output went to shit after three seconds.  I'm thinking
now it's
in the way I'm matrixing the command hierarchies. "

Tarissa
"You need a break.  You'll see it clearer when you come back. "

Dyson
"I can't. "

Tarissa
"Miles, it's Sunday.  You promised to take the kids to Raging Waters
today."

Dyson
"Oh.  I can't honey.  I'm on a roll here. "

He takes her hands.  We see a childlike excitement in his face.  He
wants so
badly to share the almost orgasmic thrill of discovery, the
satisfaction of
creation.

Dyson
"Baby, this thing is going to blow 'em all away.  It's a neural-net
process-- "

Tarissa
"I know.  You told me. It's a neural-net processor.  It thinks and
learns
like we do.   Its superconducting at room temperature.  Other
computers are
pocket calculators by comparison.  "
(she pulls away from him)
"But why is that so goddamn important, Miles?  I really need to know,
cause
I feel like I'm going crazy here, sometimes.  "

Dyson
"I'm sorry honey, it's just that I'm  this close.  "

He holds up his thumb and index finger... a fraction of an inch apart.
She picks up the prototype.  It doesn't look like much.

Dyson
"Imagine a jetliner with a pilot that never makes a mistake, never
gets tired,
never shows up to work with a hangover.  "
(he taps the prototype)
"Meet the pilot. "

Tarissa
"Why did you marry me, Miles?  Why did we have these two children?
You don't
need us. Your heart and your mind are in here. "
(she stares at the metal box in her hands)
"But it doesn't love you like we do. "

He takes the anodized box from her hands and sets it down.  Then he
puts his
hands on her shoulders and kisses her gently.  She acquiesces to his
kiss.

Dyson
"I'm sorry. "

Tarissa glances over his shoulder.  She nods her head toward the
doorway to
the study.  Dyson turns and sees their two kids standing there.  Danny
(6)
and Blythe (4) look rumpled and adorable in their PJs.  Dyson wilts at
their
hopeful expressions.

Tarissa
"How about spending some time with your other babies? "

Dyson grins.  The forces of darkness have lost this round.  He holds
out his
hands and his kids run to him, cheering.

          CUT TO:

        EXT. desert / compound - DAY

The desert northwest of Calexico.  Burning under the sun like a
hallucination.
Heat shimmers the image, mirage-like. Terminator turns the pickup off
the
paved road and barrels along a roadbed of sand and gravel, trailing a
huge
plume of dust.

A sign at the turnoff says:          CHARON MESA       2 MI
                                     CALEXICO          15 MI

AHEAD is a pathetic oasis of humanity in the vast wasteland, a couple
of aging
house-trailers, surrounded by assorted junk vehicles and desert-style
trash.
There is a dirt airstrip behind the trailers, and a stripped Huey
helicopter
sitting on blocks nearby.

The truck rolls to a stop in a cloud of dust.   The place looks
deserted. The
door to the nearest trailer bangs in the wind.

SARA
(to Terminator and John)
"Stay in the truck. "

ANGLE FROM INSIDE ANOTHER TRAILER, NEARBY.

A DARK FIGURE in the F.G. has an AK 47 trained on the pickup as Sara
gets out.

ON SARA peering through the backlit dust.
The sound of wind.  She approaches the trailer.

SARA
(in Spanish)
"Enrique?  You here? "

She hears KACHACK! behind her and spins, whipping out her .45 in one
motion.

ENRIQUE SALCEDA stands behind a rusting jeep, a 12-gauge pump trained
on her.
He is mid-forties, a tough Guatemalan with a weathered face and heavy
moustache.  He wears cowboy boots and a flak vest, no shirt.

Salceda
"You pretty jumpy, Conner. "

His fierce face breaks into a broad grin.  The shotgun drops to his
side as
he walks toward her.  When he reaches her he hugs her, then steps
back.

Salceda
(in Spanish)
"Good to see you, Conner.  I knew you'd make it back here sooner or
later."

He grins at John as he steps from the truck, and then clocks
Terminator
getting out.

Salceda
"Oye, Big John!  Que pasa?  Who's your very large friend? "

John
(perfect Spanish)
"He's cool, Enrique.  He's... uh...  this is my Uncle Bob.  "
(to Terminator, in English)
"Uncle Bob, this is Enrique. "

Terminator smiles.  Sort of.  Salceda squints at him.

Salceda
"Hmmm.  Uncle Bob, huh?  Okay.  "
(yelling)
"Yolanda.  Get out here, we got company.   And bring some fucking
tequila! "

A thin Guatemalan KID, FRANCO, eighteen or so, comes out of the
trailer with
the AK-47, followed by Salceda's wife, YOLANDA.   She has THREE
younger
children with her, from a five year old GIRL, JUANITA, to a year-and-
half old
BOY.   She waves at John.  They exchange greetings in Spanish.  They
seem
like nice people.

Terminator looks down at John, next to him.  He says quietly...

TERMINATOR
"Uncle Bob? "

SALCEDA
(to Sara)
"So, Saralita, you getting famous, you know that?  All over the
goddamn TV. "

Salceda rips the cap off the tequila bottle.  The two year old toddles
to
Terminator and grabs his pants, sliming them with drool.
Terminator looks down at the tiny kid, fascinated.  What is it?
He picks the child up with one huge hand.  Looks at it.  Turns it
different
ways.  Studying it.  Then sets it down.  The kid waddles off, a little
dizzy.

Salceda
"Honey, take Pacolito.  Thanks, baby. "

She hands him the tequila and takes the child.  Salcedo takes a long
pull
from the Cuervo bottle.

Salceda
(to Terminator)
"Drink? "

Terminator gestures "no" at the proffered bottle, but Sara grabs it
and takes
a long plug.  She lowers it without expression.  Her eyes don't even
water.

SARA
"I just came for my stuff.  And I need clothes, food, and one of your
trucks."

Salceda
(grinning)
"Hey, how about the fillings out of my fucking teeth while you're at
it?  "

SARA
"Now, Enrique."
(turns to Terminator and John)
"You two are on weapons detail. "

cut to:

        Ext. compound/ behind the trailers

There is an aging and rusted Caterpillar sitting  behind one of the
trailers.
John expertly backs it toward Terminator who is holding one end of a
piece of
heavy chain which disappears into the sand.

John
"Hook it on. "

Terminator hooks the chain onto the towhook on the back of the
tractor.  John
hits the throttle and the Cat churns its treads, pulling some massive
load.
A six-by-eight foot sheet of  steel plate moves slowly under six
inches of
sand.

John drags it far enough to reveal...  a rectangular hole in the
ground.
Like the mouth of a tomb.  The kid drops down from the tractor and
walks to
the hole.

John
"One thing about my mom... she always plans ahead. "

        int. weapons cache

From inside the "tomb".   Sunlight slashes down into a cinder-block
room, less
than six feet wide but over twenty long.   Sand spills down the steps.
The
walls are lined with guns.

John precedes Terminator into Sara's weapons cache.  Rifles, pistols,
rocket
launchers, mortars, RPGs, radio gear.  At the far end boxes containing
ammo,
grenades etc. are stacked to the ceiling.  Terminator gets real alert.
Scanning, wondering where to begin.
He picks up a MAC 10 machine pistol.  Racks the bolt.

Terminator
"Excellent. "

John
"Yeah, I thought you'd like this place.  "

        ext. compound / nearby

Sara emerges from a trailer.  She has changed.   Boots, black fatigue
pants,
T-shirt.   Shades.  She looks hard.
Salceda is nearby, packing food and other survival equipment with
Yolanda.
He looks up as Sara approaches, and slaps the side of a BIG FOUR-BY
BRONCO
next to him.

Salceda
"This is the best truck, but the water pump is blown.  You got the
time to
change it out? "

SARA
"Yeah.  I'm gonna wait till dark to cross the border. "
(she pulls him away from Yolanda)
"Enrique, it's dangerous for you here.  You get out tonight, too,
okay? "

Salceda
"Yeah, Saralita.  Sure.  "
(he grins)
"Just drop by any time and totally fuck up my life. "

She claps him on the shoulder.

cut to:

        int. weapons cache

Terminator returns from carrying out several cases of ammo.  John is
selecting
rifles from a long rack.

John
"See, I grew up in places like this, so I just thought it was how
people
lived... riding around in helicopters.  Learning how to blow shit up.
"

John grabs an AK-47 and racks the bolt with a practiced action.
Inspects the
receiver for wear.  Doesn't like what he sees.  Puts it back.  His
movements
are efficient.  Professional.  Uninterested.

John
"Then, when Mom got busted I got put in a regular school.  The other
kids
were like, into Nintendo.   "

Terminator has found a Vietnam era "blooper" M-79 grenade launcher.  A
very
crude, but effective, weapon.  He opens the breech and inspects the
bore.

John
"Are you ever afraid? "

Terminator pauses a second.  The thought never occurred to him.  He
searches
his mind for the answer...

Terminator
"No.  "

Terminator slings the M-79 and starts looking for the grenades.

John
"Not even of dying? "

Terminator
"No. "

John
"You don't feel any emotion about it one way or the other?  "

Terminator
"No.  I have to stay functional until my mission is complete.  Then it
doesn't matter. "

John is idly spinning a Sig Saur 9mm pistol on his finger... backwards
and
forwards like Bat Masterson.

John
"Yeah.  I have to stay functional too. "
(sing-songy)
"'I'm too important'".

Terminator pulls back a canvas tarp, revealing a squat, heavy weapon
with six
barrels clustered in a blunt cylinder.  Chain-ammo is fed from a
cannister
sitting next to it.  A G.E. MINI-GUN.  The most fearsome anti-
personnel
weapon of the Vietnam era.
Terminator hefts it.  Looks at John as if to say "Can I?  Please."

John
"It's definitely you. "

cut to:

        ext. compound - day /LATER

Sara and John have their weapons and supply selections laid out on two
battered picnic tables for cleaning and packing.  Maps, radios,
documents,
explosives, detonators... just the basics.
Sara is field-stripping and cleaning guns, very methodically.  There
is no
wasted motion.

Not far away, John and Terminator are working on the Bronco.  They're
greasy
up to their elbows, lying on their backs under the engine compartment,
ratcheting bolts into place on the new water pump.

John
"There was this one guy that was kinda cool.  He taught me engines.
Hold
this a second.  Mom screwed it up, of course.  Sooner or later she'd
always
tell them about Judgment Day and me being this world leader and that'd
be all
she wrote. "

John thinks he's being casual, but his longing for some kind of
parental
connection is obvious.

Terminator
"Torque wrench please. "

John
"Here.  I wish I coulda met my real dad.   "

Terminator
"You will. "

John
"Yeah.  I guess so.  My mom says when I'm like, 45, I think, I send
him back
through time to 1984.  But right now he hasn't even been born yet.
Man, it
messes with your head.  Where's that other bolt? "
(Terminator hands it to him)
"Thanks.  Mom and him were only together for one night, but she still
loves
him, I guess.  I see her crying sometimes.  She denies it totally, of
course.
Like she says she got something in her eye. "

They crawl out from under the truck into the bright sunlight.

Terminator
"Why do you cry? "

John
"You mean people?  I don't know.  We just cry.  You know.  When it
hurts. "

Terminator
"Pain causes it? "

John
"Uh-unh, no, it's different...  It's  when there's nothing wrong with
you but
you hurt anyway.  You get it? "

Terminator
"No.  "

Terminator gets into the Bronco and turns the ignition key and the
engine
catches with a roar.

John
"Alriiight!!  My man! "

Terminator
"No problemo. "

John grins and does a victorious thumbs up.
Terminator imitates the gesture awkwardly.
John laughs and makes him get out of the truck, to try the move again.

SARA, across the compound, pauses in her work to watch John and
Terminator.

SARA'S POV... we don't hear what John and Terminator are saying.  It
is a
soundless pantomime as John is trying to show some other gestures to
the
cyborg.  Trying to get him to walk more casually.  John walks, then
Terminator tries it, then John  gestures wildly, talking very fast...
explaining the fundamental principles of cool.  They try it again.
Continued
ad lib as we hear:

SARA (V.O.)
"Watching John with the machine, it was suddenly so clear.  The
Terminator
would never stop, it would never leave him... it would always be
there.   And
it would never hurt him, never shout at him or get drunk and hit him,
or say
it couldn't spend time with him because it was too busy.  And it would
die to
protect him.  Of all the would-be fathers who came and went over the
years,
this thing, this machine, was the only one who measured up.  In an
insane
world, it was the sanest choice. "

Sara clenches her jaw and goes grimly back to work... a strong woman
made hard
and cold by years of hard choices.

cut to:

        ext.  road - day

A police cruiser is parked off the side of a quiet, empty road on the
outskirts of Los Angeles.   A ribbon of traffic moves steadily  by on
a
freeway in the distance.  Nothing stirs around the cruiser except some
pump-jacks sucking the earth on the hill behind it.

IN THE CRUISER.  The T-1000 sits inside.  John's notes and letters are
spread
out on the seat beside him.  Sara's voice speaks from a cassette deck.
John's tapes.  Her voices mixes with the static filled chatter of the
radio
that T-1000 monitors for any sign of its target.

SARA
"... if we are ever separated, and can't make contact, go to Enrique's
airstrip.  I'll rendezvous with you there. "

T-1000 whips around and rewinds the tape, replaying the last section.
It
then snaps up the envelope of photos we saw earlier.

ECU on envelope.  We see the postmark:  "Charon Mesa, Calif."

TIGHT ON T-1000 staring at the postmark on the envelope.  He glances
up at
the sound of crunching gravel.   In the rearview he sees a BIKE COP
pulling
onto the shoulder behind him.  The big KAWASAKI 1100 idles up next to
the
T-1000, still seated in the cruiser.

Bike Cop
"Howdy.  I saw you pulled over here earlier.  Everything okay? "

T-1000
"Everything's fine.  Thanks for checking. "
(he gets slowly out of the car)
"Since you're here, though, can I talk to you a second... "

cut to:

        ext. highway - day / minutes later

The T-1000 thunders along on the Kawasaki 1100, doing about a hundred
and
twenty.  PAN WITH IT until it recedes toward the horizon.

cut to:

        ext. compound - day (late afternoon)

Sara sits at the picnic table.  The weapons are cleaned and her work
is
done.  She hasn't slept in twenty four hours and she seems to have the
weight
of the whole world on her shoulders.
She draws her knife from its belt sheath.
Idly starts to carve something on the table top... the letter "N".

NOT FAR AWAY, John and Terminator are packing the Bronco for the trip.

ON SARA, AT THE TABLE as she looks up from her carving, thinking.  She
watches
Salceda's kids playing nearby...  wrestling with a mutty dog and
loving it.
Sara watches Yolanda walking her toddler by the hands.  Backlit,
stylized.
She looks over at John.  Loading guns and supplies.

ANGLE ON kids playing.

SARA'S HEAD droops.  She closes her eyes.

TIGHT ON small children playing.  Different ones.
Wider now, to reveal a playground in a park.  Very idyllic.  A dream
playground, crowded with laughing kids playing on swings, slides, and
a
jungle gym.  It could be the playground we saw melted and frozen in
the
post-nuclear desolation of 2029.  But here the grass is vibrant green
and the
sun is shining.

Sara, short-haired, looking drab and paramilitary, stands outside the
playground.  An outsider.  Her fingers are hooked in a chain link
fence and
she is staring through the fence at the young mothers playing with
their
kids.   A grim-faced harbinger.

Some girls play skip-rope.  Their sing-song chant weaves through the
random
burbling laughter of the kids.  One of the young mothers walks her two
year
old son by the hands.  She is wearing a pink waitress uniform.  She
turns to
us, laughing.

It is Sara.  Beautiful.  Radiant.  Sara from another life,
uncontaminated by
the dark future.  She glances at the strange woman beyond the fence.

Grim-faced Sara presses against the fence.  She starts shouting at
them in
SLOW MOTION.  No sound comes from her mouth.    She grabs the fence in
frustration, shaking it.  Screaming soundlessly.
Waitress Sara's smile falls.  Then returns as her little boy throws
some sand
at her.  She laughs, turning away, as if the woman at the fence were a
shadow, a trick of the light.

Behind her the earth splits open.
In a wide shot we see everyone stop and stare as the ground heaves
upward all
around them.  As far as the eye can see the monstrous caps of missile
silos
are hinging up, ripping up through the grass and soil.  Now the
mothers are
screaming, pulling their children to them... but it is too late to
run.  The
silo caps are open, rows of them marching to the horizon.  As if a
tranquil
reality has split open to reveal another horrible reality which has
always
been there, hidden beneath it.

Thunder shakes the earth.  We see the obscene heads of the missiles
thrusting
up out of the holes in the ground.  Walls of fire erupt as the fat
cylinders
rise like awakened monsters from the earth.

Sara stares in numb horror as the tail-nozzles clear the silo rims,
and a
wall of flame roars out, devouring the cowering mothers and children.
Incinerating them and rolling on, toward her.
She screams and we hear it now, shrill and terrifying, mixing with the
thunder as the flames wrap around her, blasting her apart and she...

Wakes up.
All is quiet and normal.  The children are still running through the
sprinkler nearby.   Less than fifteen minutes have gone by.

Bathed in sweat, Sara sits hunched over the table.
Every muscle is shaking.  She is gasping.
Sara struggles to breathe, running her hand through her hair which is
soaked
with sweat.  She can escape from the hospital, but she can't escape
from the
madness which haunts her.

She looks down at the words she has carved on the table, amid the
scrawled
hearts and bird-droppings.  They are:  "NO FATE."
Something changes in her eyes.  She slams her knife down in the table
top,
embedding it deeply in the words.  Then gets up suddenly and we--

CUT TO:

LONG LENS on Sara walking toward us, striding across the compound with
grim
purpose.  She carries a small nylon pack and a heavy FN FAL .308
assault
rifle.   Her face is an impassive mask.  She has become a terminator.

JOHN LOOKS UP from his work in time to see Sara throw the rifle behind
the
seat of their stolen pickup, jump in and start it.  She slams it in
gear.
Salceda walks up to John.

Salceda
"She said you go south with him... "
(he points at Terminator)
"... tonight, like you planned.  She will meet you tomorrow in... "

But John is moving, running after her.

John
"Mommm!!  Wait!! "

MOVING WITH SARA as she leaves the compound.  We see John running
after her...
yelling.  Can't hear his words.  She looks in the rear-view mirror but
doesn't slow down.

cut to:

        ext. compound - dusk / minutes later

John and Terminator ponder the message carved into the top of the
picnic
table.  Sara's knife is still imbedded there.

john
"'No fate.'  No fate but what we make.  My father told her this... I
mean I
made him memorize it, up in the future, as a message to her-- Never
mind.
Okay, the whole thing goes 'The future is not set. There is no fate
but what
we make for ourselves.'"

Terminator
"She intends to change the future somehow.  "

John
"I guess, yeah-- "
(snaps his fingers as it hits him)
"Oh shit!! "

Terminator
"Dyson. "

John
"Yeah, gotta be!  Miles Dyson!  She's gonna blow him away!  We gotta
stop her."

John motions to Terminator and breaks into a run.

john
"Come on.  Let's go.  LET'S GO!! "

cut to:

        int. / ext. SARA's jeep - dusk

Sara speeds through the darkening desert.  Expressionless.  In her
dark
glasses, she looks as pitiless as an insect.

dissolve to:

        ext. highway - night

TRACKING WITH THE BRONCO, Terminator and John heading toward L.A.

Terminator
"Why do you want to stop her?  Killing Dyson may prevent the war. "

John
"I don't care!!  There's gotta be another way.  Haven't you learned
anything?! Haven't you figured out why you can't kill people? "

Terminator is still stumped.

John
"Look, maybe you don't care if you live or die. But everybody's not
like
that!  Okay?! We have feelings.  We hurt.  We're afraid.  You gotta
learn
this stuff, man, I'm not kidding.  It's important. "

PAN THEM BY as they pass, revealing the lights of the city ahead.

cut to:

         EXT. DYSON'S HOUSE - NIGHT

The house is high-tech and luxurious.  Lots of glass.  Dyson's study
is lit
bluish with the glow from his computer monitors.  He is at the
terminal,
working.  Where else?  We see him clearly in a long shot from an
embankment
behind the house.

A DARK FIGURE moves into the foreground.  Rack focus to Sara as she
turns
into profile.  She raises the FN FAL rifle and begins screwing the
long heavy
cylinder of a sound-suppressor onto the end of the  barrel.

cut to:

        ext. salceda's camp - night

SALCEDA'S DOG, teeth bared, barks a furious warning.  The SOUND of
machine
gun fire erupts, drowning him out.
YOLANDA, clutching a .45 Officer's Colt, sweeps Paco and Juanita up in
her
arms and races away.

SALCEDA is firing an MP5K on full auto, its strobing barrel flash
lighting up
the camp.  CAMERA PUSHING IN ON HIM AS...

THE T-1000 calmly walks toward him, unbothered by the stream of
bullets.
Unhurried.   Salceda, amazed, is backing toward his truck, and the
stacks of
crated grenades and ammo boxes beside it.
The T-1000 keeps coming.  Steps right up to Salceda, knocks the weapon
away
and slams him to the ground.

Salceda sprawls against one of the open wooden crates. T-1000 kneels
before
him.  Points his finger.  THUNK.   Salceda screams, pinned to the
crate by a
two-foot steel needle through his left lung.

T-1000
"Where is John Conner? "

Salceda
"John who? "

THUNK!!  Another needle slams through him.   Salceda struggles to
breathe
against the excruciating pain.

T-1000
(almost soothingly)
"I know this hurts.  Where is John Conner? "

Salceda's hand gropes in the open crate of grenades behind him.  He
clutches
one.  Then apparently ready to cooperate he clutches T-1000's shoulder
and
struggles to pull himself closer, up along the impaling spikes.

Behind the T-1000's neck, Salceda pulls the grenade's pin with his
free
hand.  The spoon flies off... CLINK.

Salceda
"FUCK YOU!! "

The truck, Salceda, and the T-1000 vanish in a MASSIVE EXPLOSION as
the
grenade sets off the other munitions.  A huge ball of fire ascends
into the
night.

YOLANDA, huddled with her children, the .45 held before her in a
combat grip,
screams as--

A CHROME HEAD rolls out of the inferno and comes to rest in the dirt,
the
liquid metal mouth gulping like a gaffed fish.
A figure appears, silhouetted by the fire... or most of a figure.

We TRACK WITH the polished black cop shoes toward the head lying in
the dirt.
A hand enters frame.  The head dissolves and fuses with the hand, like
two
blobs of solder running together.

IN CLOSE-UP, the T-1000 rises into frame, whole again.  It trains its
gaze on
Yolanda and the children.

She stares in shock at the thing approaching.  She slowly lowers the
useless
pistol.  The T-1000 walks right up to her.  It reaches down and picks
up
little Juanita.  Gives her a friendly smile.

T-1000
"Do you know where John Conner is? "

The child mutely shakes her head no.  T-1000 nods, unperturbed.
Points
toward the road.  Juanita follows with her eyes.

T-1000
"When they reached the main road, did they go north... "
(indicating)
"...or south? "

She points north.  T-1000 smiles.  Sets her down, unharmed.

T-1000
"Thank you for your cooperation. "

With that, T-1000 turns and strides to his motorcycle parked a few
yards away.
Yolanda and her children silently watch as the Cop from Hell climbs
onto the
bike and and roars off into the night.

cut to:

   EXT. DYSON'S HOUSE

With the silencer in place, Sara eases back the bolt and then slips it
forward, chambering a .308 round.  Then she lies down on the
embankment.
Her cheek pressed against the cool rifle-stock, she slides one hand
slowly
forward to brace the heavy weapon, taking the weight on her elbow.
Her other
hand slips knowingly to the trigger.

Her expression is cold, impassive.   She looks through the scope at
the man
in the house.  She feels nothing as she raises the rifle.

    int. dyson house

Dyson's kids, Danny and Blythe, are playing in the halls with a radio-
controlled off-road truck.  Danny drives and Blythe scampers after it,
trying
to catch it.  They stop in the hall outside Dyson's study and see him
working
at his terminal.  Danny puts a finger to his lips, shushing Blythe.
His
expression is mischievous.

DYSON, in deep thought.  The rhythmic sounds of keys as he works.
Symbols on
the screen shift.

ON HIS BACK we see a glowing red dot appear.  It is the target dot of
Sara's
laser designator.  It moves silently up his back toward his head.

   EXT. DYSON HOUSE/ EMBANKMENT

IN EXTREME CLOSEUP we see Sara's eye at the night-scope.
TIGHT INSERT on her finger as it tightens on the trigger, taking out
the
slack.  She takes a deep breath and holds it.  Adjusts her position
minutely.

    int. dyson house

The laser dot jiggles on the back of Dyson's neck and then rises,
centering
on the back of his skull.

LOW ANGLE as Danny's Bigfoot truck roars toward us-- FILLING FRAME.
Thump.  It hits Dyson's foot.
He jerks, startled, and looks down as--
POP!!
His monitor screen is BLOWN OUT spraying him with glass.  He jerks
back,
utterly shocked... and spins to see the huge hole blown through the
window
behind him.   This saves him as K-THUMP! -- the second shot blows the
top of
his high-backed chair into an explosion of stuffing an inch from his
head.
Instinctively he dives to the carpet as --

BLAM BLAM BLAM -- rounds blast through the window, tearing into his
desk and
computer, blowing his keyboard into shrapnel.

With the monitor screen blown out, the room is in darkness.  Sara
can't see
Dyson now, down behind the desk.  She puts round after round into the
heavy
desk, blasting one side of it into kindling.

Dyson, scared out of his mind, has his face jammed against the carpet,
terrified to move.  He sees his kids in the hall.

Dyson
"Run, kids!  Go!  Run! "

IN THE HALL, TARISSA rounds the corner at a dead run.  She sees the
kids
running toward her and grabs them in her arms.  Down the hall, in the
dark
study, she sees Dyson on the floor amid the splinters and shrapnel of
the
continuing fusillade.

Tarissa
"Miles!  Oh my God!! "

Dyson
"Stay back!!  "

ON THE FLOOR, Dyson flinches as chunks of wood and shattered computer
components shower down on him.  He looks desperately toward the door,
but
knows he'd be totally exposed.  He'd never make it.

SARA's rifle empties with a final CLACK!
She throws it down and draws her .45 smoothly from a shoulder holster.
She
starts toward the house, snapping back the slide on the pistol,
chambering a
round.  She is in a fast, purposeful walk, keeping her eyes fixed on
the
target.  She is utterly determined to kill this man.

FROM UNDER THE DESK Dyson can see a sliver of the back yard.  He sees
Sara's
feet as she strides toward him.  He tenses to make a break for the
door.

Sara raises the pistol, eyes riveted ahead, controlling her breathing.
Dyson
springs up in a full-tilt sprint.  She tracks him.
He hooks a foot on the cord of a toppled disk-drive.
BOOM!  Her shot blows apart a lamp where his head was.
He hits the floor hard, but keeps moving, scrambling forward.

Crunch of glass behind him as Sara's dark form is framed in the blown-
out
floor-to-ceiling window.  Dyson leaps toward the hall.
BOOM!  Her second shot spins him.  He hits the floor in the hallway.
Tarissa
is screaming. Dyson struggles forward, stunned.  There is a .45
caliber hole
clean through his left shoulder.  He smears the wall with blood as he
staggers up.  Looking back, he sees the implacable figure behind him,
coming
on. He topples through a doorway as ---
BOOM!  BOOM!  Shots blowing away the molding where he just was.

    EXT. DYSON HOUSE/ STREET

Terminator and John leap from their jeep, sprinting toward the house.
The
shots sound muffled from outside.

John
"Shit, we're too late! "

    INT. HOUSE

Advancing with Sara we enter the living room.  Tarissa has Blythe and
she's
screaming at Danny, who has run back to his collapsed father.

Tarissa
"Danny!  DANNY! "

Danny
"Daaaaddddeeee! "

Danny is pulling at Dyson, crying and screaming, as his father tries
to
stagger forward.  Tarissa drops Blythe and runs back for Dyson,
grabbing him.
Sara looms behind them with the pistol aimed.

SARA
"Don't fucking move!  Don't FUCKING MOVE!! "
(she swings the gun on Tarissa)
"Get on the floor, bitch!  Now!!  Fucking down!  NOW!! "


Sara is crazy-eyed now, shaking with the intensity of the moment.  The
kill
has gone bad, with screaming kids and the wife involved... things she
never
figured on.  Tarissa drops to her knees, terrified as she looks into
the
muzzle of the gun.  Blythe runs to Dyson and hugs him, wailing.

Blythe
"Don't you hurt my father! "

SARA
(screaming)
"Shut up, kid! Get out of the way!! "

Dyson looks up, through his pain and incomprehension.  Why is this
nightmare
happening?  The black gun muzzle is a foot from his face.

Dyson
(gasping)
"Please... let... the kids... go "

SARA
"Shut up!  SHUT UP!! Motherfucker! It's all your fault!  IT'S YOUR
FAULT!! "

We see her psyching herself to pull the trigger... needing now to hate
this
man she doesn't know. It's a lot harder face-to-face.  She is bathed
in
sweat, and it runs into her eyes.  Blinking, she wipes it fast with
one hand,
then gets it back on the gun.  The .45 is trembling.

TIGHT ON SARA as we see the forces at war behind her eyes.
She looks into the faces of  Dyson, Tarissa, Blythe, Danny.
Sara takes a sharp breath and all the muscles in her arms contract as
she
tenses to fire.   But her finger won't do it.
She lowers the gun very slowly.  It drops to her side in one hand.

All the breath and energy seems to go out of her.
She weakly raises her other hand in a strange gesture, like "Stay
where you
are, don't move".  As if, should they move, the fragile balance might
tip
back the other way.
She backs away from them slowly, panting.  It's as if she's backing
away in
terror from what she almost did.  She reaches a wall and slumps
against it.
Slides down to her knees.  The gun falls limply from her fingers.
She rests her cheek against the wall.

The front door is kicked in.
Terminator steps inside.  John grabs his sleeve and pushes past him.
He scopes out the situation in two seconds... Sara, the gun, the
sobbing
family.  John moves to Sara while Terminator checks Dyson.

John kneels in front of his mother.  She raises her head to look at
him.  He
sees the tears spilling down her cheeks.

John
"Mom?  You okay? "

SARA
"I couldn't... oh, God.  "
(she seems to see him for  the first time)
"You... came here... to stop me? "

John
"Uh huh.   "

She reaches out and takes his shoulders suddenly, surprising him...
drawing
him to her.  She hugs him and a great sob wells up from deep inside
her, from
a spring she had thought long dry.  She hugs him fiercely as the sobs
wrack
her.

John clutches her shoulders.  It is all he ever wanted.

John
"It's okay.  It'll be okay.  We'll figure it out. "

SARA
"I love you, John.  I always have. "

John
"I know, Mom.  I know. "

TARISSA looks around at the bizarre tableau.  Terminator has
wordlessly
ripped open Dyson's shirt and examined the wound.

Terminator
"Clean penetration.  No shattered bone. Compression should control the
loss
of blood. "

He takes Tarissa's hands and presses them firmly over the entrance and
exit
wounds.

Terminator
"Do you have bandages? "

Dyson
"In the bathroom.  Danny, can you get them for us? "

Danny nods and runs down the hall.
John disengages from Sara.  She wipes at her tears, the instinct to
toughen
up taking over again.  But the healing moment has had its effect,
nevertheless.

John walks toward Dyson and Terminator.

Dyson
"Who are you people? "

John draws the Biker's knife from Terminator's boot.  Hands it to him.

John
"Show him. "

Terminator takes off his jacket to reveal bare arms.
John takes Blythe by the hand and leads her down the hall, away from
what is
about to happen.

TIGHT ON TERMINATOR'S  left forearm as the knife makes a deep cut just
below
the elbow.  In one smooth motion, Terminator cuts all the way around
his
arm.  With a second cut, he splits the skin of the forearm from elbow
to
wrist.

TERMINATOR grasps the skins and strips it off his forearm like a
surgeon rips
off a rubber glove.  It comes off with a sucking rip, leaving a bloody
skeleton.

But the skeleton is made of bright metal, and is laced with hydraulic
actuators.  The fingers are as finely crafted as watch parts... they
flex
into a fist and extend.  Terminator holds it up, palm out, in almost
the exact
position of the one in the vault at Cyberdyne.

HOLD ON DYSON reacting to the servo-hand in front of him.
He's seen one of these before.
Tarissa is screaming now, but he doesn't hear her.

Dyson
"My God. "

Terminator
"Now listen very carefully. "

    int. house/ kitchen - later

Sara puts out her fifth cigarette.  She's sitting on the counter.
John,
Terminator, Dyson, and Tarissa are at the kitchen table, under a
single
overhead light.

Dyson looks like that guy on the Sistine Chapel wall, the damned soul
...
eyes fixed and staring with terrifying knowledge.  His shoulder is
bandaged.
Terminator's arm is wrapped with a blood-soaked bandage below the
elbow.  The
steel forearm and hand gleams in the harsh kitchen light.  TRACKING
AROUND THE
TABLE as Terminator speaks... we don't hear the words.

SARA (v.o.)
"Dyson listened while the Terminator laid it all down.  Skynet.
Judgment
Day... the history of things to come. It's not every day you find out
you're
responsible for 3 billion deaths.  He took it pretty well,
considering... "

Terminator finishes speaking.

DYSON
"I feel like I'm gonna throw up.   "

He looks around at them, clutching the table like he's about to blow
away.
His face, his posture, his ragged voice express soul-wrenching terror.
This
is a man ripped out of normal life into their grim world.  His voice
is
pleading.

Dyson
"You're judging me on thing's I haven't even done yet.  Jesus.  How
were we
supposed to know?   "

Sara speaks from the shadows behind them.  Dyson turns to find her
looking
right at him.

SARA
"Yeah.  Right.  How were you supposed to know?  Fucking men... all you
know
how to do is thrust into the world with your... fucking ideas and your
weapons.   Did you know that every gun in the world is named after a
man?
Colt, Browning,  Smith, Thompson, Kalashnikov...  all men.  Men built
the
hydrogen bomb, not women...  men like you thought it up. You're so
creative.   You don't know what it's like to really create
something... to
create a life.  To feel it growing inside you.  All you know how to
create is
death...  you fucking bastards.  "

John
"Mom, Mom,  we need to be more constructive  here.  I don't see this
as a
gender related issue. "
(to the Dysons)
"She's still tense. "
(to Sara)
"We still have to figure out how to stop it all from happening.
Right? "

TARISSA
"But I thought... aren't we changing things?  I mean... right now?
Changing
the way it goes? "

Dyson
(seizing on that)
"That's right!  There's no way I'm going to finish the new processor
now.
Forget it.  I'm out of it.  I'm quitting Cyberdyne tomorrow...  I'll
sell
real estate, I don't care-- "

Sara
(coldly)
"That's not good enough. "

Dyson's voice is pitiful.

Dyson
"Look, whatever you want me to do, I'll do.  I just want my kids to
have a
chance  to grow up, okay?  "

Terminator
"No one must follow your work.  "

Dyson
(thoughts racing)
"Alright, yeah.  You're right.  We have to destroy the stuff at the
lab, the
files, disk drives... and everything I have here.  Everything!  I
don't care."

cut to:

FIRE ROARING IN A METAL TRASH-BARREL.
Stacks of files are dumped onto it.
WIDER reveals we are in--

        ext. dyson's backyard - night

Terminator dumps lighter fluid liberally over the fire, which flares
up,
lighting his face demonically.  Sara, Dyson, Tarissa and John return
from his
office with more stuff-- files, notes, optical disks.  Even his kids
are
carrying stuff.  It all goes into the fire.  Dyson drops the prototype
processor onto the fire... his eyes hollow and distant.

He stares into the fire, watching his world burning.  Then has a
sudden
thought.

Dyson
"Do you know about the chip?  "

SARA
"What chip? "

Dyson
"They have it in a vault at Cyberdyne... "
(to Terminator)
"It's gotta be from the other one like you.   "

Terminator
(to Sara)
"The CPU from the first terminator. "

SARA
"Son of a bitch, I knew it! "

Dyson
"They told us not to ask where they got it.  I thought... Japan...
hell, I
don't know.   I didn't want to know.  "

SARA
"Those lying motherfuckers! "

Dyson
"It was scary stuff, radically advanced.   It was shattered...  didn't
work.
But it gave us ideas.  It took us in new directions... things we would
never
have thought of.  All this work is based on it.   "

Terminator
"It must be destroyed.   "

SARA
(to Dyson)
"Can you get us in there, past security? "

Dyson
"I think so, yeah.  When? "

Dyson looks at her, Terminator, then John.  Sees his answer.

Dyson
"Now? "
(he takes a breath)
"Yeah, right.  "

He turns to his wife.  Her face is streaked with tears, but her eyes
are
strong and clear.  Tarissa puts her hands on his arm.  She is stunned
by what
she's heard, but dealing with it.  She believes them.

Tarissa
"Miles, I'm scared. Okay.  But the only thing that scares me more than
you
going... is you not going. "

He nods.  She's right.

SARA
(to Terminator)
"Is it safe for them here? "

TERMINATOR
( to Tarissa)
"Take your kids.  Go to a hotel.  Right now. Don't pack.  "
(to the others)
"Let's go. "

cut to:

       ext. highway - night

Pavement rushing at us, lit by headlights.  Beyond, darkness.

SARA (V.O.)
"The future, always so clear to me, had become like a black highway at
night.   We were in uncharted territory now...   making up history as
we went
along. "

TILT UP to reveal a rectangle of light ahead.  The Cyberdyne
Building...

    int. cyberdyne systems building/ lobby - night

TIGHT ON A CARD-KEY SCANNER as Dyson's hand zips his security card
through
the slot in one motion.  There is the sound of a servo-lock, and--

DYSON enters the spacious lobby, followed by Sara, John, and
Terminator last of
all.  In a frontal angle, the others block Terminator from view.

THE GUARD at the front desk, GIBBONS, looks up as Dyson moves toward
him.
Dyson is pale and sweaty, but smiles warmly at the guard, speaking
well
before he reaches the desk.

Dyson
"Evening, Paul.  These are friends of mine from out of town, I just
thought
I'd take them up and show them around. "

Gibbons
"I'm sorry, Mr. Dyson.  You know the rules about visitors in the lab.
I need
written authoriz-- "

K-CHAK!  Gibbons is staring down the barrels of Sara's .45 and
Terminator's
MAC 10.

Terminator
"I insist. "

The guard is too stunned to move.  We see that Terminator is wearing
his
jacket and one black glove.
Gibbons' eyes go to the silent alarm button on the console.

SARA
"Don't even think about it. "

Gibbons nods.  He stays frozen.  Terminator circles quickly and gets
the guard
out of the chair.  John pulls a roll of duct-tape from his knapsack
and tears
off a piece.

    int. second floor corridor

ELEVATOR DOORS OPEN and Terminator leads the group warily into the
corridor.
They have a cart piled high with gear in nylon bags.  Dyson motions
down the
corridor to the right.  As they walk, he continues to fill them in--

Dyson
"The vault needs two keys to open. Mine...  "
(holds up key)
"...and one from the security station.  One of the guards has it on a
chain
around his neck.  Here we go. "

They stand in front of a wide security door.  A sign above reads
SPECIAL
PROJECTS DIVISION: AUTHORIZED PERSONNEL ONLY.  Sara grabs Dyson in a
headlock
from behind and jams the muzzle of the .45 up against his temple.  He
doesn't
flinch.  They've talked about this.

Terminator
"Go. "

Dyson zips his key-card through the scanner and the door unlatches.

    int.  security station

The security station is a pass-through area with a counter, behind
which are
desks and a bank of monitors, showing boring movies about empty
corridors.

It's lunch-time for the graveyard shift.  THREE GUARDS choke on their
egg
salad sandwiches as the door bangs open and Terminator charges into
the
security station with the MAC 10 leveled.  Sara drags Dyson in like a
hostage, causing them to hesitate that fateful moment.

SARA
"FREEZE!!  Don't make me say it twice. "

Terminator backhands the nearest guard into a file cabinet.  The guy
loses
some teeth and slumps.  John snatches the pistol from his holster and
pockets
it.  Sara releases Dyson and spins the other two around... slamming
them
face-down over a desk.  She kicks their legs apart, cop style.  They
are
disarmed in seconds.  John uses heavy-duty tie-wraps, cinched very
tight, to
bind their wrists. Terminator pushes them down to their knees.
Sara notices Dyson's alarmed expression.

SARA
"What? "

Dyson
"He's not here. "
(to the nearest guard)
"Where's the other guy?  The fat guy? "

Guard #1
"Elkins?  He went home sick. "

Dyson
"Shit.  Did he leave the key?   "

Guard #1
"What key? "

SARA
"The key to the vault, fuckface!!  Where is it? "

Guard#1
"I don't know... I swear-- "

John nods almost imperceptibly to Terminator.  The guard is slammed
against
the wall and lifted by his throat.  Terminator's gloved hand tightens.
The
guy's face bulges, going red.
John pulls at Terminator's arm, pretending to try pulling him away.
He
speaks earnestly to the choking guard.

John
"Open it, man.  I'm not kidding around.  I can't reason with this guy
when he
gets like this.  I've seen him do things made the coroner puke. "

Guard #1
(barely intelligible)
"Okay... okay...  "

Terminator releases him.  The guy coughs and looks defiantly at the
other
guards.

Guard #1
"I ain't dyin' for a goddamn key. "
(to Sara et al)
"In there.  He locked it in there.  "

The guard nods toward a safe-like LOCKER on the wall.  There is a key-
card
slot with a green light next to it.

Guard #1
"Key-card's in my shirt pocket. "

John winks at Terminator and shoots him a THUMBS UP.
The cyborg winks back, like he's been doing it all his life.

    int. first floor corridor/ lobby

A ROVING GUARD, MOSHIER,  strolls down the long corridor from the
first-floor
office block.  A punch clock swings at his hip, and he's just
completed his
circuit of the building.  He passes the bank of elevators and rounds
the
corner to the front desk, calling out--

Moshier
"Honey, I'm home... "


He sees the desk is deserted and frowns.  Figures Gibbons must be in
the can,
so check that first before getting alarmed.
TRACKING WITH HIM to the restroom around the corner.

Moshier
"Hey, man, you shouldn't leave the -- "

OVER HIS SHOULDER we see past the door as he pushes it open, revealing
Gibbons
handcuffed to the urinal.  Moshier spins on a dime and sprints to the
desk
where he slaps his hand down on the silent alarm button.

    int. security station

Terminator's hand swishes the card repeatedly through the scanner slot
on the
locker.  Nothing happens.  The light on the locker is blinking red.

SARA
"What?  WHAT IS IT? "

Guard #2  motions toward a light flashing on the console.

Guard #2
"Silent alarm's been tripped.  It neutralizes the codes throughout the
building.  Nothing'll open now. "

Dyson takes that in, and we see his nerve snap.

Dyson
"We should abort. "

SARA
"NO!!  We're going all the way!  You got that, Dyson? "

She's right in his face.  Somehow, it works for him.  He nods, getting
some
resolve from somewhere.

    int. lobby

Moshier's gotten Gibbons loose.  He's on the phone to the cops.

Gibbons
"... multiple armed suspects.  Look, I think it's the guy from that
mall
shootout, and the woman...  yeah, her.  Pretty sure.  Just  send
everything
you've got in the area-- "

    int. security station/ lab

John jumps up on a desk next to the wall-mounted locker.  Dyson stares
in
amazement as John starts pulling his counter-electronics gear out of
his
knapsack.  It's just another Insta-Teller to him.

John
"You guys get started on the lab... I can open this. "

Dyson leads Terminator and Sara to the main lab doors.  Another servo
lock. He
tries his card.  Nothing.

Terminator
"Let me try mine. "

He unslings the M-79, pulling it over his shoulder in one motion.
Sara grabs Dyson and drags him back down the hall.
Terminator opens the breech and slides in one of the fat 40mm H.E.
grenades.
He flips the thing closed with a snap of the wrist.

SARA
(yelling as she runs)
"John!  Fire-in-the-hole! "

John drops what he's doing, and covers his ears.
Terminator fires at inhumanly close range.
The door EXPLODES into kindling.  The concussion blows his jacket
open, and
flying shrapnel whizzes all around him.  Before the thunderclap has
faded
Terminator walks into the fire and smoke.
John goes back to work without missing a beat.
Sara and a stunned Dyson walk through the burning doorframe into the
Artificial Intelligence lab.

A SIREN is sounding.  The HALON FIRE-CONTROL SYSTEM has been
triggered.  The
invisible gas roars in, putting out the flames.

Dyson
"Fire's set off the halon system!  Here... hurry! "

Dyson runs to a wall cabinet and pulls out some BREATHING MASKS.  He
hands
one to Sara and dons the other.  Then he reaches out to hand one to
Terminator.

Dyson
"Here! "

Terminator  doesn't need a mask, since his oxygen requirements are so
low.
He ignores Dyson as he removes his massive back-pack and opens it.
Dyson
shrugs and tosses the mask on a desk.  He turns to Sara.

Dyson
(yelling through the mask)
"We'll have to keep these on a couple minutes, till the gas clears.
"


Terminator pulls two five gallon jerry-cans of gasoline from his pack.
Sara
starts pulling out book-sized, olive-drab CLAYMORE MINES, stacking
them next
to the gasoline.  Dyson stares.  Part of him can't believe they're
really
doing this.

cut to:

    int. dyson house - night

The T-1000 moves slowly through the ravaged office, analyzing what has
happened here.  He walks down the dark hallway.  The place is
deserted.  The
police-walkie clipped on his belt (real, not simulated) blares to
life.

Dispatcher (V.O.)
"All units, all units.  211 in progress at 2144 Kramer Street, the
Cyberdyne
building.  Multiple suspects, armed with automatic weapons and
explosives.
SWAT unit is en route...  "

    ext. house/ street

The T-1000 sprints up and throws his leg over the big C.H.P. Kawasaki.
Fires
it up.  It smokes an arcing scorch-mark on the pavement as it spins
around
and roars away.

cut to:

    int. cyberdyne building/ lab

TIGHT ON A LARGE DISK-DRIVE.  State-of-the-art.  Very expensive.  A
FIRE AXE
smashes down through the housing, shattering the disk.

WIDER, revealing a scene of high-tech pillage. Terminator beats the
disk drive
into junk and steps to another.  WHAM.  Same routine.  He's already
demolished
half a dozen.
Sara topples a file cabinet, scattering the files.
Dyson staggers up with an armload of heavy M-O (magnetic-optical)
disks and
drops them on a growing stack in the middle of the floor.  He and Sara
have
their breathing masks hanging down around their necks, since the halon
gas
has dissipated.

Dyson
(to Sara, panting)
"Yeah, all that stuff!  And all the disks in those offices.
Especially my
office... everything in my office! "
(to Terminator)
"These, too!  This is important.   "
(SMASH!)
"And all this here... that's it. "


Sara goes into Dysons office and starts hurling everything out the
door onto
the central junkpile... books, files, everything on the desk.
A FRAMED PHOTO of Dyson's wife and kids lands on top of the heap.
Tarissa,
hugging Danny and Blythe, all grinning.  The glass is shattered.

Terminator cuts a swath, under Dyson's direction, exploding equipment
into
fragments with his inhuman swings.
SMASH!  It's carnage.  Millions in hardware, and all the irreplaceable
fruits
of their years of research... shattered, broken, dumped in a heap for
the big
bonfire of destiny.
Dyson stops a second, panting.

Dyson
"Give me that thing a second. "

Terminator hands him the axe.  Dyson hefts it one-handed.  He turns to
a lab
table... on it is another prototype processor.

Dyson
"I've worked for years on this stuff.   "

Swinging awkwardly but with great force he smashes the axe down onto
the
processor prototype, exploding it into fragments.  His shoulder is
agony, but
he looks satisfied.

    int. second floor security station

John taps away at his little lap-top, which is running code-
combinations into
the card-key lock.  Suddenly, the green light on the locker goes on
and it
unlocks with a clunk.

John
"Easy money. "

He whips it open, revealing a rack of keys.  But the VAULT-KEY is
distinctive,
a long steel rectangle on a neck-chain.  John grabs it and runs toward
the lab.

    int. lab

Sara and Terminator are working like a crack team, rigging the
explosives.
She is taping the claymores to the gas-cans with duct-tape to create
powerful
incendiary bombs.  Terminator is attaching claymores and blocks of C-4
plastic
explosive to the large MAINFRAME COMPUTER cabinets nearby.   All the
claymores
are wired back to one detonator which has a RADIO-CONTROL RELAY
switch.

Dyson
"How do you set them off? "

Terminator shows him a REMOTE DETONATOR, a small transmitter with a
red
plunger.

Terminator
"Radio remote. "

He makes a plunger-pushing motion with his thumb and an accompanying
"click"
sound.  Dyson nods.
Just then John comes running in, holding up the key.

John
"I got it.  Piece a cake.   "

SARA
(to Dyson and Terminator)
"Go!  I'll finish here. "

They run out as the SOUND OF SIRENS grows louder outside.

    ext. cyberdyne building

The security duo of Moshier and Gibbons cowers behind cars in the
parking lot
in front of the building.  They turn as L.A.P.D. BLACK-AND-WHITES pour
into
the lot, turning the area into a disco of whirling blue and red
lights.

    int. second floor security station/ stairs

John and Dyson sprint through the security station, heading for the
vault.
Terminator herds the three guards to the stairwell, pushing them
through the
door.  With their wrists bound, they stumble down the stairs.
Terminator
FIRES A BURST from the MAC 10 over their heads, showering them with
plaster
dust.   Their feet fly as they clatter down the steps.

Terminator
"Later, dickwads. "

    ext. cyberdyne building

The cops are jumping from their cars and ducking behind them.
Emphasis on
small arms here.  They react to the sound of automatic weapon fire
inside the
building.  Behind them an ugly BLACK S.W.A.T. VAN screeches into the
lot.

We hear the THUMP OF ROTORS as a POLICE CHOPPER arrives and swings in
close to
the building.  It rakes its XENON SPOTLIGHT through the second floor
offices.

    int./ext. second floor office

Terminator crosses the office toward the floor-to-ceiling windows.  He
is
outlined starkly by the spotlight as it rakes through the dark
offices.
Without breaking stride he kicks an executive desk toward the window.

Glass explodes outward and the desk topples, falling to the sidewalk
below.

Terminator, standing at the edge, FIRES A LONG BURST which strafes the
police
cars lined up below.  Cops duck as glass flies.  Terminator, with his
superb
aim, hits no one.  But notice is served.

The cops (surprise) FIRE BACK.  Terminator turns and is walking calmly
from
the windows as glass, office furniture, drapes etc. are riddled by
return
fire.   A few rounds hit his back, but he doesn't notice.  He reloads
as he
walks.

    int. vault antechamber

TIGHT ON A KEY inserted into one of the vault locks.

WIDER as John and Dyson stand poised, hands on keys.

John
"And let's see what's behind door number one.   "

Dyson nods and they turn the keys together.  The vault grumbles to
itself,
withdrawing its locking bolts with a final KLONK!
Together Dyson and John swing the door open.

    ext./ int. lobby

The varsity takes the field as the SWAT TROOPERS sprint forward by
squads.
They flank the lobby and work their way inside, deploying rapidly.
They move
and freeze, behind cover, quivering with adrenalin.  They have all
that great
SWAT equipment: body armor, gas-masks, M-16s, tear-gas launchers,
ropes.  The
works.  They make a lot of hand signals and keep their mouths shut.
They're
well-trained and deadly.

OUTSIDE we see cops firing TEAR GAS grenades through the broken
windows into
second floor offices.

    int. vault

John and Dyson are isolated from the world in this silent steel womb.
Dyson
opens the cabinet containing the terminator relics.   It's John's turn
to
stare with uneasy deja-vu as he sees the terminator hand and CPU.

Then in one vicious move he sweeps his arm behind the inert-gas flasks
and
hurls them to the floor.  They SHATTER.  John snatches the CPU and the
metal
hand out of the broken glass.

John
"Got ol' Skynet by the balls now, Miles.  Come on, let's book! "

Clutching the steel hand and pocketing the chip like it's a Mars bar
he just
bought, John runs out.  Dyson follows.

    int. first floor corridor/ stairwell

We see the advance squad of SWATs make it to one of the stairwells.
They
start up, two at a time, covering each other ritualistically by the
numbers.

    int. lab/ hall

John pelts into the lab with Dyson stumbling along behind him.
Sara has just finished wiring all the charges to the central
detonator.

John
"Ready to rock? "

SARA
"Ready. "

John tosses her the metal hand.  She catches it and  bends to put the
hand in
her empty back-pack.  Sara zips the pack and starts to shuck into it.

Dyson's running out of steam.  The bandages at his shoulder are soaked
with
seeping blood.  He stands in the middle of the lab, saying goodbye in
his
mind, looking weak and empty.
Terminator strides into the lab.

Terminator
"Time to go.  Right now. "

He and John head back the way they came, through security.
Sara sees that in her work, she has set the detonator down twenty feet
away,
near where Dyson is standing.

SARA
"Dyson, hand me the detonator.  Let's go-- "

He gingerly picks up the detonator.  Starts toward her.  Then--

CRASH!!  THE DOORS AT THE BACK OF THE LAB ARE KICKED OPEN.
SWAT LEADER and two others OPEN FIRE.

Their M-16s rake the room.  Sara dives behind a computer cabinet.
Dyson is HIT.  He is slammed to the floor by the impacts.

IN THE HALL, John heres the firing and spins to run back.

John
"Mommm!!! "

Terminator grabs him as bullets slam into his broad back.  He makes it
around
the corner with John, out of the line of fire.

IN THE LAB, bullets rake over Sara's head, smacking all around her,
clanging
into the machine protecting her.  She can see Dyson, slumped on the
floor.
Debris and flying glass rain on her as the SWATs pour on the fire.
The
detonator is clutched in his hand.  He rolls to face her, his eyes
bulging
from the pain of his torn-up guts.

Dyson
"Go. "

Sara hesitates a split second.  Then she snap-rolls and fast-crawls
through
broken glass and debris into the hall where--

TERMINATOR grabs her by the jacket and hauls her roughly to her feet.
Bullets rake the walls behind them as they sprint forward.  They round
the
corner.  John does a fast take that she's not hit and they run
together
through the security checkpoint.

    INT. security station/ CORRIDOR

John reaches the door first, and tries it.  Locked.
Terminator unslings the M-78 Blooper smoothly, opening the breech.

Terminator
"Get back. "

He pulls a grenade from the bandolier over his shoulder, and slides it
into
the bore.  Flicks his wrist.  The breech snaps shut.  Sara and John
have a
split second to duck and cover.

Terminator
"Cover your ears and open your mouth. "

They do.  KABOOM!!!  Twenty feet away the door, and half the wall
around it,
EXPLODES outward.  The backblast hits Terminator full force, but he
strides
through the smoking hole before the debris has even hit the floor.

     int. corridor

Terminator leads John and Sara down the dark corridor.  Tear gas seeps
under
office doors and hangs in the air.   They start to cough.  She pulls
off her
breathing mask and hands it to him.

Terminator strides ahead of them.   He reloads the blooper as he
walks.  Up
ahead is another security door.
He closes the breech with a wrist-snap and fires one-handed.
KABOOM!!  The door vanishes in a FLASH- THUNDERCLAP.  Plaster chunks
and
burning debris shower around him.  He doesn't flinch or slow down.
They
enter another corridor.
Terminator reloads the grenade launcher.

    int. lab

SWAT LEADER moves cautiously through the lab.   Cat-stepping, he
circles
around a desk which blocks Dyson's body from his view.  His M-16 is
levelled
crisply.  We look over his shoulder as he rounds the desk, revealing--

MILES DYSON is not dead.  He will be very soon, but at this moment he
is
conscious.  He has propped himself up against the desk, and holds a
BOOK in
one hand.  A heavy, technical manual.
Below the book is the detonator, upright on the tile floor.
The message is clear.  "Shoot me, the book drops on the plunger.
Adios."
Dyson wheezes, trying to draw enough breath to talk.

Dyson
"I don't know... how much longer... I can... hold this thing... "

Swat leader seems to see the wires, the claymores, the gas cans all
around
him for the first time.  His eyes, visible through his gas-mask, go
very
wide. He spins and motions his squad back.

Leader
"Fall back!!  Everybody out!  Move it!  OUT NOW! "

They retreat so fast they crash into the next group coming up the
stairs.

        int. corridor

Terminator reaches the main elevators.  Hits the button.  Sara and
John are
coughing and stumbling in the choking darkness, buddy- breathing with
the
single mask.  The doors open.  They get in the elevator and head down.

    int. lab

Dyson is lying  amid the ruins of his dream.  Sprawled on the floor,
he has
his back propped up against the desk.  He is bathed in his own blood,
which
runs out in long fingers across the tiles.   His breathing is shallow
and
raspy.  He still holds the book, trembling, above the switch.

In his lap is the picture from his desk.  He has pulled it from the
debris
next to him.  A tear trickles from his eye.  His wife and children
smile up
at him through broken glass.

DYSON'S POV-- He see's only the picture.  WE PUSH IN SLOWLY.  The
sounds from
outside are fading... megaphones, the helicopter, distant sirens, all
become
fainter... replaced by a ROARING SOUND which swells as the image of
the
picture grows dark.  Darker and darker, the blackness rushing at us
now with
the sound of thunder.  It gets louder, and LOUDER.  Like a black train
pounding at us, only it is a roiling cloud of red and black... blood-
red fire
boiling up through a cloud-mass black as iron.  It is the cloud-column
of a
hydrogen bomb, FILLING FRAME, shaking our senses with its power.

And then--
It begins to recede.  The thunder rolls away, dying into a wind which
is like
the last winds of a great storm, ebbing into a soothing breeze as the
iron
clouds swirl away, giving way to an image of gauzy light.  As if
behind a
soft veil we see--

Danny and Blythe running toward us, laughing, in slow motion.  Tarissa
is
behind them, smiling.  They are in bright sunlight, an image of motion
and
life, a slice of memory so vivid and precious a man needs only this to
face
eternity.  We see their hair blown by the wind, the wind which blows
through
history now, changing it...

We tilt up into a pure blue sky until the sun comes into frame,
spearing
straight into the lens with pure light and we...

CUT TO THE PUPIL OF HIS EYE, the sun becoming a glint of light in that
pupil,
as we do a SNAP-PULLBACK to see Miles Dyson at the moment of death.
His face
is almost blank,  his gaze fixed, seeing what we cannot see, seeing a
future
which is changed... there is the faintest hint of a smile, the instant
the
light fades from his eyes and he is gone--

His arm drops and the book hits the switch--

    ext. building

As the face of the building EXPLODES in an eruption of glass and fire.
Remains of the second-floor windows shower the parking lot and a huge
fireball rolls out, leaping into the sky.
The cops look up, stunned.  The helicopter banks away from the heat.
Burning
debris falls among the cop cars and a number of officers break ranks,
pulling
back.

ONLY ONE OF THEM seems to be moving with purpose.  A BIKE COP who has
just
arrived drives through the disorganized crowd, directly toward the
building.

T-1000 guns the bike up a ramp to a pedestrian bridge which crosses
from a
parking structure to the Cyberdyne building.  It enters on the second
floor,
which is now a burning maze.

    int. second floor/ office/ corridor

T-1000 drives into the smoky wreckage.  It draws a Hoechler and Koch
MPK
machine pistol and cruises slowly into the firelit offices, scanning.

IN THE CORRIDOR the bike skirts flaming wreckage as it idles forward.
T-1000
scans the leaping shadows for its prey.

    int. ground floor/ elevator/ lobby

The elevator doors part and Terminator eases a look out into the
corridor.
The walls on either side of him ERUPT WITH BULLET HITS.  The SWATs
have the
lobby end of the corridor blocked off.
They're totally trapped, cut off and screwed.

John
(to Sara)
"Don't forget.  It's always darkest right before...  you're totally
fucked."

The SWATs fire a tear-gas grenade toward the elevators.  It spews the
vicious
CS gas out in a swirling cloud which envelopes Sara and John, who are
pressed
against the back-wall of the elevator.

Terminator
"Keep your eyes closed.  Don't move. "
(they nod, eyes squeezed shut)
"I'll be back. "

He slings the grenade launcher over his shoulder and walks out into
the
corridor.

BLAM.  A tear-gas grenade ricochets from wall to wall as it flies down
the
corridor.  It skids to rest in front of Terminator, throwing out a
white
cloud which quickly fills the corridor.

In the elevator, Sara and John are choking, handing the breathing mask
back
and forth desperately.  They're scared.  This looks like it.

ANGLE ON THE SWAT TEAM, gripping their weapons at the mouth of the
corridor.
They watch the boiling cloud, waiting.

THEIR POV-- on the wall of boiling smoke.  A FIGURE APPEARS.  Walking
calmly.
Totally unaffected.  Terminator emerges from the smoke.  Not even
misty-eyed.
Not what they expected.

Leader
(through megaphone)
"Stop where you are.  Lie down on the floor, face down.  Down on the
floor,
now! "

He continues to stride toward them.
The SWATs tense up.  They've never seen anything like this.  They're
not sure
what to do.  Closer and closer.

Leader
"Drop him. "

They OPEN FIRE.  The corridor is filled with CRACKING THUNDER.  The
rounds
tear into Terminator's chest.  Stomach.  Face.  Thighs.  His leather
jacket
leaps and jerks as the rounds hit him.  The SWAT's think the guy's
wearing
body armor or something.  They keep firing.  The rounds tear into him,
staggering him slightly, but he keeps coming.

Leader
"You're not hitting him! "

SWAT #1
(getting scared)
"Yes I am! "

Terminator draws his .45 smoothly.  Unhurried.  He shoots the nearest
man in
the left thigh.  As he screams and drops, Terminator shoots him in the
right
thigh.  Terminator bends down and picks up the shrieking man's
weapon... the
TEAR-GAS LAUNCHER.

It is one of those new rotary jobs that holds 12 rounds in a big drum.
Terminator shoots the next SWAT square in the chest with the tear-gas
launcher.  The gas canister hits the guy's body armor and doesn't
penetrate.
But it's like getting slugged in the stomach with a full-swing from a
baseball bat.  The SWAT folds double and hits the tiles, gasping.


Terminator is an image from Hell, a tall figure in shredded black
leather,
streaked with blood.  One eye is a bloody socket, the metal eye-servos
glinting.  The flesh of one cheek hangs down in tatters, revealing the
chrome
cheekbone beneath.  The whole front of his jacket is blown open,
revealing his
metal chest armor.

The remaining SWATs start to fall back.  One turns to run and--
KPOW!  A gas canister nails him in the back, sending him sprawling.

Terminator fires three gas grenades into the lobby.  It fills rapidly
with the
white gas, cutting the visibility to a few feet.  It is total
pandemonium.
SWAT LEADER crouches in the fog, white-knuckling his rifle.
Terminator looms
suddenly out of the mist right in front of him.

POOM!  Terminator drills him in the leg with the .45.  As the guy
screams and
drops rifle to clutch his leg, Terminator rips his gas mask off.  The
SWAT
leader drops writhing to the floor, choking and gagging, clutching his
bleeding thigh.

Terminator walks up to two SWATs at the front doors.  POW-POW. Leg and
leg.
He snatches off their masks as they fall.  The gunfire has stopped.
Nobody
can see anything.  Screams and whimpers echo in the smoke.

    ext. building

Smoke boils out the front door as a figure emerges.  Firing the tear-
gas
launcher with one hand, Terminator launches all remaining rounds among
the
cop vehicles.  Unprotected officers run, choking and half-blind,
slamming
into cars and tripping over each other.  It is a total route.

AT THE SWAT VAN one of the SWATs is rapidly handing out the remaining
masks to
unprotected cops.  A FIGURE appears out of the smoke beside him.   He
looks
up.  His mask is ripped off and he is handed the empty launcher.
Instinctively
he catches it.  Terminator grabs his flak vest with one hand and sails
him
out into the mist.

        int. swat van

Terminator strides the length of the van and climbs into the driver's
seat.
No keys in the ignition.  He flips down the sun visor.  The keys fall
into
his hand.  He starts the van and slams it into gear.

     int. / ext.  lobby

The tear gas has cleared to a thin haze.  The uninjured SWATs are
tending
their wounded.  They look up at the sound of shouts and  a roaring
engine.

THE SWAT VAN CRASHES INTO THE LOBBY in an explosion of glass and
debris. Cops
scatter as the van screeches across the lobby in a smoking one-eighty,
sliding to a stop across the corridor which leads to the bank of
elevators.
Terminator backs up until-- crunch-- he seals the corridor with the
back of
the van.

Sara and John stumble along the corridor, coughing. They leap into the
back
of the van and Terminator hits the throttle.
The van roars across the lobby and exits through blown-out windows.

cut to:

     int. / ext. second floor

T-1000, astride the Kawasaki, looks down from a second-floor office
and sees
the van tearing away across the parking lot with the remaining cops
firing
at it.  It knows.  It looks around.  Analyzing options.  It sees the
helicopter hovering outside the building at the end of this corner
office
block...
It twists full throttle on the powerful bike.
Roars through the office, accelerating fast, straight at the windows--

T-1000 BLASTS OUT THROUGH THE GLASS, airborne on the motorcycle.  It
rockets
across the gap to the hovering chopper and--

SLAMS into the canopy.  The impact of bike and rider pitches the
chopper
radically.  The startled PILOT fights to regain control as the bike
tumbles
to the pavement below.

The T-1000 doesn't.  It clings to the shattered canopy.
Nightmarishly, the
pilot watches as the T-1000 smashes its head through the plexiglas
canopy and
rapidly POURS ITSELF through the jagged hole.   It reforms instantly
into its
previous self on the passenger seat.

It hurls the pilot out of the chopper and slides into the driver's
seat. The
chopper is auto-rotating, spinning out of control.  It drops toward
the
parking lot.  T-1000 recovers control ten feet above the ground.

Cops hit the deck as the tail-boom swings around, going over them by
inches.
The chopper lifts out in a power climb, roaring away across the
parking lot
toward the fleeing SWAT van.

OKAY, BUCKLE YOUR SEATBELTS, HERE IT COMES...

    int. / ext. swat van/ highway - night

Terminator looks back at his two passengers as he turns the boxy van
onto a
divided highway.  Sara and John are catching their breath, still
coughing
from the CS gas.  Terminator looks to the rearview mirror.   He sees
the
xenon searchlight of the chopper behind them, gaining.

Sara looks around the inside of the SWAT van.  It is a rolling armory.
There
are rifles, ballistic vests, all manner of equipment.

SARA
"John, get under these.  Hurry! "

He sits against the front bulkhead of the van and she piles bullet-
proof
vests on top of him, completely covering him.  Then she grabs two M-
16s from
the wall-rack and loads them.   She starts on a shotgun as--

The SWAT van weaves through sparse traffic at high speed. Terminator
slews
the unstable van around cars and trucks which seem to be crawling.
The van
hits its top speed of 80.  They swerve to miss the back end of A WHITE
18-WHEEL TANKER .
The chopper swings in behind them, closing fast.
T-1000 reaches through the shattered canopy with the MPK machine
pistol and
FIRES.  The back of the van CLANGS WITH HITS.  The door windows are
BLOWN IN.

Terminator weaves the van, trying to throw off the T-1000's aim.
The unstable vehicle screeches and wobbles on the edge of control.
One of the doors is kicked open.  Sara, wearing a ballistic vest,
crouches in
the doorway, whipping up the M-16.  SHE OPENS FIRE.

Bullets riddle what's left of the chopper's canopy as the T-1000
returns fire.
The van is stitched with hits.

INSIDE THE VAN holes are punched through the thin sheet-metal walls,
ripping
up the interior.  The vests covering John are hit repeatedly.  We see
that
Sara has hung two Kevlar vests on the inside of the back door and she
ducks
behind these as bullets hit around her.  She pops back out and fires
in
controlled bursts.  The M-16 empties and she grabs another.

Terminator serves around a car which is changing lanes, hitting it and
knocking it skidding.

Sara reloads and keeps firing.  The van swerves around a Toyota.  A
moment
later the helicopter passes it, the rotor just clearing the top of the
car.

T-1000 FIRES the machine pistol.
Sara has popped out to fire.  She takes a HIT in the thigh, and
several
rounds hammer into her Kevlar vest.  She is thrown back onto the floor
of the
van.  She lies there, an exposed target--

Terminator sees the T-1000 preparing to fire again.
He locks up the van's brakes.  Tires scream as the vehicle shimmies.
Sara is
thrown forward, sliding up to the bulkhead next to John.

And the helicopter SLAMS RIGHT INTO THE BACK OF THE VAN.

The rotor disintegrates.  The back doors of the van are crushed in as
the
canopy, the whole front of the fuselage is HAMMERED INTO JUNK,
trapping the
T-1000 inside twisted metal.  The chopper hits the pavement, flips
sideways,
and cartwheels... smashing itself into a shapeless mass of twisted
metal.
It falls away behind the van, tumbling end over end.

Terminator fights to control the van, which is fishtailing violently
from the
impact.  It smashes up against the center divider, screeching along
the
concrete, and then pulls away.   Terminator puts the hammer down and
the van
accelerates.  He swerves to avoid an UGLY PICKUP crawling like a snail
ahead.

THE RIGHT FRONT FENDER of the van, crumpled by slamming the wall, is
sawing
into the tire.  The tire blows and peels clean off the rim.  The steel
wheel
grinds across the pavement, striking trails of sparks, and the van
slides
sideways and topples--

STEEL SCREAMS on pavement as the van grinds to a stop on its side.

INSIDE THE VAN, John crawls to Sara, who is groaning and holding her
bleeding
leg.  She is white and shocky.  Terminator starts to extricate himself
from
the crumpled driver's seat.

BACK DOWN THE ROAD, THE HELICOPTER wreckage is a crumpled ball of junk
metal,
unrecognizable.  Behind it, the TANKER TRUCK brakes hard, shuddering
and
groaning, trying to stop.   The big tires lock up in clouds of tire-
smoke.
The rig comes to a shuddering stop just short of the wrecked chopper.

The shaken DRIVER jumps down.
From behind the wreckage a cop emerges, walking toward him.

Driver
"Goddamn, are you alri--- "

SSSSHHCK!  T-1000 drives a blade through the man's abdomen and walks
on past
without slowing, or even looking at him.

It climbs into the open cab of the tanker.  Releases the brake. As the
truck
bellows and rolls forward we see the large blue letters on the side
which say
'CRYOCO INC.  LIQUID NITROGEN SUPPLY'.

AT THE SWAT VAN John and Terminator are carrying Sara out of the
wreck.
Terminator has the M-79 slung over his shoulder, the bandolier of
grenades,
and his .45 stuck in his waistband.  John has borrowed a 12 GAUGE RIOT
GUN
from the SWATs.

The pickup they passed seconds earlier pulls up to them.  The DRIVER,
a
Hispanic guy in his 50's, is getting out to help them.  Terminator and
John
hear a CRASH and look back as the helicopter wreckage is knocked aside
by the
accelerating tanker truck.

John
"Holy shit.  Come on, Mom... we gotta keep moving... come on-- "

Terminator
(to the pickup owner)
"We need your truck. "

The guy seems to know better than to try and stop him as Terminator
slides
Sara into the front seat and climbs behind the wheel.  John runs to
the
passenger side.

THE TANKER ROARS, spewing smoke from its chrome stacks as it shifts up
through
the gears.

Terminator slams the pickup in gear, checking the rear-view.  The
tanker is a
hundred feet behind them now, and really moving.  Terminator puts the
throttle
down, but the pickup is an old slug loaded down by a heavy home-made
wooden
camper-shell.  It accelerates slowly.

THE TANKER slams into one end of the Swat van, spinning it out of the
way with
a roar and screech of twisting metal.  The 18-wheeler shifts to a
higher gear,
still accelerating.

    int. / ext. pickup truck

With the tanker right behind them,  Terminator cuts the wheel,
swerving the
pickup back and forth across the lanes.
The big rig stays right on them, its tanker whiplashing violently.

John
"Faster!  He's right on us!  "

Terminator doesn't reply.  He rapidly unslings the blooper, still
around his
neck, and reaches for a grenade.

LOW ANGLE ON THE TRACTOR TRAILER as it roars right up to the lens,
filling
frame with chrome and lights.

K-WHAM!! It rams the back of the pickup, sending it skidding.

Then the T-1000 pulls the tractor trailer up alongside the pickup and
crabs
over, sandwiching it against the center divider.  The spinning chrome
hubs
tear into the passenger side door and the guard rail screeches along
the
other side.

The pickup bucks and shakes insanely.  It ricochets violently between
the
big-rig and the divider.  Horrible SCREECH of tortured steel.
Sparks pour in sheets of fire from both sides.
The windshield shatters as the door-posts buckle in.
Metal and glass shower in through the side windows.
The frame twists and buckles.  John feels like the fillings are being
shaken
right out of his teeth.  The wooden camper disintegrates, falling away
as
kindling behind them.

     int. tanker cab

T-1000 holds the wheel hard over, mercilessly grinding the pickup.
The whole
rig jerks and shakes with the violence of the sustained hammering.

    int. / ext. pickup

Terminator slides toward the passenger side.  Keeping his foot on the
gas he
lifts John over him and puts him in the driver's seat.

Terminator
"Drive for a minute. "

John
"Where you going?! "

Terminator slams the shattered windshield with the palm of his hand.
Held
together by the plastic laminate, the windshield flops out of its
frame.  It
flies back over the top of the truck.

Terminator pushes his upper body out over the dashboard and stands up.
He
turns and aims the M-79 one-handed.
POOM!  The grenade misses the T-1000 by less than a foot.  It EXPLODES
against
the front bulkhead of the tanker, almost at the top.  Liquid nitrogen
pours
from the opening, swept back by the 60 mph windstream.

The big-rig swerves as T-1000 regains control.  The tanker swings like
a
pendulum behind the cab.

The pickup accelerates, getting back out in front by a few yards.
Behind it
the big-rig is trailing a swirling comet-tail of nitrogen vapor.  It
is
gaining again.

Terminator, still standing, opens the breech and starts to reload.
John cuts across the highway and takes an OFF RAMP.

T-1000 swerves the smoking behemoth across the lanes and down the ramp
after
them, still accelerating.  It is twenty feet behind them and closing
when
Terminator closes the breech and FIRES.

The grenade hits the front grill and EXPLODES.
The radiator is destroyed, along with half the hood.  Steam blasts
out,
obscuring the whole front of the truck.

The semi rams the back of the pickup again.  Spewing smoke and vapor
like some
demon locomotive, the tractor-trailer pounds into the back of the
pickup.
Driving it right through the intersection at the bottom of the ramp,
and
straight toward---

    ext. steel mill

The chase has led them to an area of heavy industry.

The GATES are blasted off their hinges as the semi rams the pickup
right
through them.   Terminator struggles to reload amid the chaos and
impacts. He
has THREE GRENADES LEFT on the bandolier.

John isn't even steering.  They are just being pushed.  There's
nothing he can
do.  They are rocketing down the broad thoroughfare which leads
directly to
the MAIN BUILDING of the plant.

Terminator pulls himself onto the roof of the pickup. He leaps to the
bed,
takes two powerful strides and--
Leaps onto the semi.  He climbs rapidly onto hood.

And FIRES POINT BLANK THROUGH THE WINDSHIELD.

Right into T-1000's face.

The EXPLOSION blows out all the glass and fills the cab with smoke and
fire.
Terminator grabs onto the air-horn as the truck starts to SHUDDER AND
SCREAM.
IT IS JACK-KNIFING.
Almost dream-slow the cab begins to swing sideways, until its tires
are
shrieking over the pavement.  The tractor is smashed back at right-
angles to
the tanker-trailer which begins to slide broadside.

The juggernaut bucks and shudders as the tires are smoke sideways
across the
pavement.  It begins to topple.
Terminator holds on as the side of the cab becomes the top.
With an unholy scream, like the unoiled hubs of Hell, the whole rig
slides on
its side at 60 mph toward the steel mill.  A sheet of sparks sixty
feet wide
trails behind it on the pavement.

John sees what's behind him, then snaps around to see the building
looming
right in front.  The huge rolling doors are partly open.
No choice.
He steers right through them into the mill, as--

Terminator, with one second to go, leaps from the cab--
He flies through the open doors as--
The tanker hits the building and--

      int. steel mill / main aisle

Terminator slams to the floor of the mill and rolls, as--
The tanker-trailer smashes into a massive concrete support at one side
of the
doors.  Thunderous carnage of twisting metal.

It splits wide open.  A river of liquid nitrogen pours out at -230.

John hits the brakes, sliding out of control.  He slows almost to a
stop but
hits a steel support column head-on.  He and Sara are slammed forward,
hard.

Terminator, still clutching the M-79 blooper, rolls and slides across
the
floor. He smashes through a railing and slams up against the base of a
massive
machine.

The semi cab swings about the trailer wreckage, into the building, and
shudders
to a stop.  Liquid nitrogen sprays over the cab, flooding out around
it in a
HISSING WAVEFRONT OF ULTRACOLD.
Freezing vapor swirls everywhere, obscuring the wreck.


TERMINATOR lies still.  A beat.  Then he rolls weakly, rising on one
elbow to
survey the scene.

IN THE WRECKED PICKUP, John stirs.  He is stunned, and blood runs from
his
nose. Dazed, he realizes he is in a steel mill.  There are sirens, and
he can
see men running... shouting.  He turns and sees what they are running
from...

The wall of nitrogen vapor spreads from the demolished tanker. It is a
strange
vista of fire and ice.  The huge SMELTERS pour out orange light and
fire from
the sides of the huge gallery, while the freezing vapor rolls down the
center.

TIGHT ON THE WRECK.  A billowing gray cloud.  Deep inside, the shape
of the cab
is visible.  A FIGURE emerges, pulling itself out.  It drops to the
floor. The
hissing, boiling river of liquid nitrogen flows around its feet.

The T-1000 staggers, moving slowly, painfully.  It has finally been
affected by
something.  Its feet are freezing to the ground as it walks...

CLINK!  One of its feet breaks off at a glassy ankle.  It stumbles
forward,
and-- Its other foot snaps off.  As it catches its balance on the
stump of its
other ankle, the whole lower leg shatters at the impact.  It topples
forward
to its knees.  Catches itself on one hand.  Liquid nitrogen flows
around the
hand.

Now the hand is stuck to the pavement.
The T-1000 pulls and... CLINK!  The hand snaps off at the wrist. It
looks
stupidly at the glassy stump of a wrist.  For the first time we see an
expression on its face we know to be a true one...
The expression is pain.  Agony.  Its mouth opens in a soundless scream
as the
hoar-frost races up its legs, across its body.
And that's the position it freezes in.
It has become a statue, kneeling in the frozen vapor, that surprised
look of
agony frozen on its face.

The liquid nitrogen stops flowing and begins to evaporate.
Terminator, just beyond the boundary of the cold, can see the T-1000
clearly.
He draws his .45 and aims.

Terminator
"Hasta la vista, baby. "

K-POW!  The single shot blows the T-1000 into a million diamonds
spraying up
into the air.   They shimmer across the ground for twenty feet in all
directions. Terminator lowers the gun, satisfied.
He looks like he needs a vacation.

JOHN AND SARA have seen it from the pickup.  She is in bad shape.
Conscious but
very weak.  He tries the door.  It's jammed.  He kicks it open.

John
"Okay, Mom, we gotta get out now, come on.  That's it. "


He helps her  slide down from the seat of the truck.  Her knees give
way. John
has to take a lot of her weight.  He reaches in and picks up the riot
gun  off
the seat.   They hobble toward the--

TERMINATOR.  On his knees, he looks into the dissipating cloud of
vapor. The
heat of the furnaces has evaporated all the liquid nitrogen.

INSERT, TIGHT ON THE FLOOR-- the T-1000 shards are melting,
liquefying.
Hundreds of drops of mercury, spattered across the floor.  Orange
light of the
enormous blast-furnaces dances on liquid metal.

TERMINATOR struggles to rise.  One arm is shattered, the hand smashed
and
nearly useless.  And some leg-servos are damaged.  He can barely
stand.  John
and Sara arrive.

Terminator
"We don't have much time. "

John
"What? "

Terminator points.  John and Sara watch as--

INSERT, T-1000 DROPLETS are creeping together.  Fusing into larger
blobs. These
pools shiver and run together, soon forming a central mass.

ON JOHN AND SARA, realizing it's not over.

John
"Come on!  Let's go! "

Terminator gets one of Sara's arms over his shoulder and they go.
BEHIND THEM, something is moving.
A HEAD is forming up out of a pool of mercury.  It rises, as shoulders
form,
hunching up from the liquid mass.  Half formed, it turns to look
straight at
them.

John looks back in new terror as--

The T-1000 rises to man-height.  It is still the mercury form, but its
features are forming rapidly.  It takes its first step after them.
Sara stumbles and they pull her up.
Terminator himself has a pronounced limp, dragging one leg with a
shattered
ankle joint.  John's the one pulling, straining, driving them forward.
They
round a corner into--

     int. aisle between furnaces

It is a maze of monstrous machinery.  The heat is tremendous.
The air shivers with a pounding roar.
Sara cries out in pain and stumbles again.

John
"Come on, mom, you can do it!  Come on!! "


They drag her up, and stagger on.  Her leg is bathed in blood and she
is
deathly pale.  He looks back.

    int. main gallery

The T-1000 steps INTO FRAME.  Fully formed.  The hell-fire light
glints on its
impassive cop face.  It walks forward.   At first it seems unaffected
by its
crystallization but--

ANGLE ON ITS hand as it touches a railing in passing.  The railing is
covered
with O.S.H.A. yellow-and-black safety tape.
The hand turns yellow and black, the color fading to normal by about
the elbow.
It rips the hand from the railing with difficulty.  There is a sound
like
adhesive tape ripping off a surface.

The T-1000 looks at its yellow and black striped hand.  It wills the
hand back
to normal.  We see ripples of "static" or system noise moving subtly
over the
surface of its body.  It's starting to "glitch".

TRACKING WITH THE T-1000'S FEET.  With each step, the pattern of the
tile floor
"invades" its lower legs.  Fades as the foot is lifted.  Returns as it
is set
down.  The foot is trying to meld with the floor.  The chameleonic
function is
out of control.
The T-1000 is losing it.  It moves forward  searching.  It rounds the
corner,
entering the aisle between the furnaces.

     int. aisle

Terminator sees the SILHOUETTE closing on them through the smoky
gloom.  The
T-1000 breaks into a loping run when it sees them.
Terminator turns Sara over to John.

Terminator
"Keep going.  "

John shakes his head, no.  The T-1000 is almost on them.

Terminator
"RUN! "

John runs, dragging, half-carrying Sara as best he can.
She can barely stay conscious.  Half-running, delirious, she stumbles
and
drops to her knees.  John pulls but she can't rise.

John
(crying, shouting)
"Come on, you gotta try... please, mom.  Get up!   "

John looks back to see--

TERMINATOR trying to load the M-79.  With his shattered hand, he can
barely
maneuver his last grenade into the breech.
T-1000 smacks the weapon out of his hands.  It clatters to the floor.

The grenade spins across the floor, rolling under some machinery.
Terminator
lunges, slamming the T-1000 against a wall with all his weight. The
battle is
joined.

JOHN AND SARA have reached the back of the aisle.  It is a cul-de-sac,
blocked
on the end by the base of an IMMENSE SMELTER CRUCIBLE.  They turn to
watch the
titans battle in silhouette, backlit by the molten sparks falling from
the
furnaces above.  The battle which will decide their fate.

Terminator grabs the T-1000 and hurls it with awesome force against
the
opposite wall of the narrow alley.  In less time than it would take to
turn,
the T-1000 morphs through itself, from front to back... face emerging
from the
back of its head.
It comes off the wall straight at Terminator, who smashes his good
fist into
its face.  The pile-driver blow buries Terminator's fist almost to the
elbow.

But the T-1000's head morphs in a split-second into a hand which grips
Terminator's wrist, and the head "emerges" somewhere else, the
geometry
shifting faster than we can follow.
The T-1000 slams Terminator into a large machine, jamming his arm into
the
moving works.  A massive sliding bar SCISSORS HIS ARM, smashing it
into junk
at the elbow, pinning him in the machine.

Terminator  strains against the machine pinning him.  We hear his
servos
whining with overload.  The T-1000 turns and lopes toward Sara and
John.

Sara screams and hurls John into a gap between the machines.  He falls
into a
maze of pipes and girders.

   int. maze of machines

JOHN turns to see her in the entrance of the narrow gap.  She could
follow him
but she doesn't.  SUDDENLY a dark mass moves toward him.  John gasps
as a huge
steel counterweight, driven by a chain 6 inches thick, slides toward
him.  He
rolls out of its way.  When he looks back, he cannot see the opening.

John
"Mom!  MOMMM!! "

    int. aisle between furnaces

TERMINATOR strains to reach a 6-foot steel bar lying near him.  Steel
workers
use them to move the red-hot ingots around.  He gets hold of the end
and uses
it as a lever.   With titanic effort he spreads the massive components
which
are holding him, and withdraws his arm, which is severed at the elbow.
Dangling junk hangs from the crushed joint.

SARA has lost sight of John.  It is as much of a goodbye as they will
have. She
turns as the T-1000 closes on her.  She is half-slumped against the
sooty
machines, looking barely conscious.  She struggles to load a shell
into the
empty weapon.  At the last instant she whips up the RIOT GUN and
FIRES.

T-1000's face is blown open, but quickly reforms as it closes on her.
She
fumbles to get another shell into the magazine but-- THUNK!  A steel
needle
slams through her shoulder, pinning her.
The polymorphic killer cocks back its other hand.  The index finger
extends
as a gleaming needle, toward her eye...

T-1000
"Call to John.  Now. "

WHAM!!  SOMETHING whistles down on the T-1000 with such force that it
cleaves
its  head and body in two down to the navel.  The 6-foot steel bar is
imbedded
in its body.  Terminator hurls the killer off Sara.

The T-1000 pulls the steel shaft out of itself and attacks him with
fury.
Swinging again and again.  Hammering Terminator back.  Terminator
falls back
against the wall.

Behind the T-1000 is an enormous I-beam, hanging from two chains.  It
is used
to lift ingots into the smelters, and it runs on a linear track.
The T-1000 grabs the I-beam and rolls it down the track.  Straight at
Terminator.  The two-ton girder smashes into his chest, crushing the
armor.
The T-1000 pulls the I-beam back, and then heaves it forward again.
Terminator turns and takes the second blow on the shoulder.  We hear
metal
crush and break inside him.  He sags, turning to grip the wall...
The third blow slams into his back, smashing his spine and pelvis.  We
hear
servos ratcheting and failing.  He drops to his knees, crucified on a
wall of
machinery.
The fourth blow is centered between his shoulder blades.  Sound of
crushing
metal.  His skull is partially caved in.
He slides to the floor.

ON THE T-1000, emotionless as it walks forward.

TERMINATOR is a pathetic shape on the floor.  He is trying to crawl,
feebly.
Dragging his malfunctioning legs behind the crushed spine.  His arm
stump
screeches on the tile floor as he inches himself forward.  His exposed
machine eye burns red with determination.

We see his prize.  He has the M-79, with the breech still open,
cradled in
the crook of his ruined arm.   His good hand, the exposed steel one,
is
reaching for the last grenade, which is visible under the skirt of the
massive
smelter base.  His metal fingers reach out for it as--

The T-1000 raises the heavy steel bar over his head and stabs it down
with
unbelievable force.  It punches into Terminator's back, through a gap
in the
shattered armor.  The T-1000 levers it back and forth, widening the
hole.
Then it raises the pointed bar again and slams it down.
It punches right through.  Emerging from Terminator's chest.
And into the floor.  He is pinioned.  The cyborg sags face down and
stops
moving.  The light goes out of his eye.

cut to:

    int. maze of machinery

John scuttles like a rat through the guts of the smelter.  Above him,
vast
machines churn untended.  He hears a voice... SARA'S.
Calling low and urgent to him.

SARA
"John?  John?  Can you hear me?  Where are you? "

He crawls out of the shadows.
Onto a landing next to one of the SMELTER CRUCIBLES.   Molten steel
glows
bright orange in the crucible of the furnace.  Heat shimmers the air,
giving
everything a hallucinatory quality.

John sees Sara nearby, limping toward him.  She can barely move, her
leg
bathed in blood.   He runs toward her.

SARA
(gasping)
"Help me, honey... "

TIGHT ON SARA, her stoic face, as she hobbles forward, reaching out to
him.
Something rises behind her, OUT OF FOCUS.

ANOTHER, IDENTICAL,  SARA... but this one has a shotgun. Aimed right
at us.

JOHN freezes.  Which is which?  He looks down.  The first Sara's feet
are
melding with the floor, sucking and fusing with the tiles as she
walks.  They
have the color and pattern of the tiles up to the knee.

John
(screaming)
"SHOOT!!!! "

John dives aside.  The Sara-form spins, changing into you-know-who.
Sara
starts unloading the shotgun into it.  BOOM! It staggers back.  K-
CHAK.  She
chambers another round.  BOOM!  It staggers again. K-CHAK. BOOM!  And
again.
And again.

The T-1000 is blown back a step and Sara advances a step with each
shot.
The craters in the T-1000's body "heal" slowly.  Its power is waning.
She
FIRES again.  And again.  Her eyes blazing with feral intensity.  She
walks
it back, right to the edge of the pit of MOLTEN STEEL.

K-CHAK... CLICK.  She's empty.  The T-1000 is right at the edge.  In a
second
it will recover its composure, as its crater hits close slowly.  She
has
failed.  Now it will kill them both.
Except...

TIGHT INSERT as steel fingers slide a grenade into the bore of the M-
79.

CLOSEUP TERMINATOR, lying on the floor among the machines.  It raises
its head.
Half human flesh, half chrome skull. Its red eye gazes right at us as-
-
It snaps the breech closed with a flick of its wrist and--
The muzzle is right in the lens as it--
FIRES.

The T-1000 takes the round in the belly.   The grenade EXPLODES inside
its
body.  A huge hole is blown clean through it, and it is ripped open
and peeled
back, half inside out. It topples into the molten steel and--

The T-1000's head and upper body reappear above the molten steel. It
is
screaming.  A terrifying, inhuman siren of a scream.
It is changing, morphing, transforming into anything and everything
it's ever
been so rapidly the eye can barely follow...
We catch a glimpse of Janelle Voight checkered with linoleum tile
colors,
Lewis the Guard with knives exploding from his face, other faces,
switching
at a stroboscopic rate now... a face every two frames until they merge
into
one face--

The chrome figure screams and slips beneath the surface of the molten
steel.
We see liquid silver running in dissipating whorls over the
superheated
surface... until it vanishes, swirling into nothing.

JOHN runs to Sara.  She stands staring into the pit.  The empty
shotgun slips
from her fingers.  Clatters to the floor.  He sees that she's okay and
he runs
to the fallen Terminator.

The crippled cyborg is trying to rise.  Its servos whine and stutter.
It
pathetically lifts itself to a kneeling position, collapses... tries
again.
John lifts for all he's worth.  Sara joins them, helping.
They help the crippled machine get on its feet.  It can barely stand.
It walks to the edge of the pit.  Terminator looks down and sees that
it is
over.  John unzips Sara's back-pack and takes out the hand of the
first
terminator.

John
(to Terminator)
"Will it melt in there? "

Terminator
"Yes.  Throw it in.   "

He does.  It sinks in the lava.  Vanishes.

Terminator
"And the chip. "

John takes it out of his pocket.  Looks at it.  Tosses it into the
smelter.

SARA
"It's finally over. "

Terminator
"No.  There is another chip. "

He touches a metal finger to the side of his head.  John suddenly
understands
what he means.
Terminator looks at Sara.  They both know what must be done.
John shakes his head.  Tears are streaming down his face.

John
"No! "

TIGHT CLOSE-UP TERMINATOR, turning toward John.

Terminator
"I have to go away, John.  It must end here... or I am the future. "

The human side of his face is in shadow, so we see mostly the chrome
skull and
the red eye.

John
"Don't do it.  Please... don't go-- "

Terminator puts his hand on John's shoulder.  He moves slightly and
the human
side of his face comes into the light.
He reaches toward John's face.  His metal finger touches the tear
trickling
down his cheek.

Terminator
"I know now why you cry, though it is something I can never do.   "
(to both of them)
"Goodbye. "

SARA
"Are you afraid? "

Terminator
"Yes. "

He turns and steps off the edge.
They watch him sink into the lava.
He disappears... the metal hand sinking last...  at the last second it
forms
into a fist with the thumb extended... a final thumbs up.
Then it is gone.

HOLD ON JOHN AND SARA, watching through the heat ripples as we--

dissolve to:

THE SUN, PURE IN A CLOUDLESS SKY.
Tilting down reveals that we are in a park, very green.  People are
casually
dressed, having fun.  Cycling, reading... children are playing in a
playground.

Beyond the line of trees we see the skyline of Washington, D.C., with
the
Capital Building and the Washington monument.  The skyline is subtly
changed,
with a lot of new buildings, advanced high-rises.

 A CARD APPEARS.

July  11, 2029

WE BOOM DOWN AND TRACK LATERALLY through a playground in the
foreground.
Children swinging on swings.  Sliding down slides.  Timeless things
that 4
decades of technical advancement will not change.  As we track we
hear:

SARA (v.o.)
"August 29th 1997 came and went.  Nothing much happened.  Michael
Jackson
turned forty.  There was no Judgment Day.  People went to work as they
always
do, laughed, complained, watched TV, made love.   "

We pass a jungle gym, neither melted nor burned, but full of kids
swinging and
yelling raucously.  Past it we drop down to see a boy pumping the
pedals of a
tricycle.

SARA (V.O.)
"I wanted to run down the street yelling... to grab them all and say
'Every day
from this day on is a gift.  Use it well!' Instead I got drunk."

STILL TRACKING we come to rest on an elderly woman seated on a bench.
It is
SARA, now 64 years old.  The world has aged her, but she seems at
peace in this
moment.  She speaks into a microcassette recorder.

SARA (V.O.)
"That was thirty years ago.  But the dark future which never came
still exists
for me, and it always will, like the traces of a dream lingering in
the morning
light.   And the war against the machines goes on.  Or, to be more
precise,
the war against those who build the wrong machines.

There is a man in his forties playing with two small children nearby.
He turns.
It is John Conner.  Though he has the same stern features in
adulthood, there
is no eye-patch, no scarring.  He is far from the haggard man of grim
destiny
we saw in the world that might have been.  But there is still
penetrating
intelligence, even wisdom, in his eyes.

SARA (V.O.)
"John fights the war differently than it was foretold.  Here, on the
battlefield of the Senate, the weapons are common sense... and hope. "

A FOUR-YEAR OLD GIRL runs to her to have her shoelace tied.

Girl
"Tie me, grandma. "

Grandma Sara smiles.  It is the only time we have seen her smile so
far.   She
bends as the little girl puts her foot up on the bench.  She ties as
we hear:

SARA (V.O.)
"The luxury of hope was given to me by the Terminator.  Because if a
machine
can learn the value of human life... maybe we can too. "

Sara ruffles the kid's hair as she runs off to play with her dad.

fade out



THE END.
~~~~~~~~





        Well the first thing that strikes you when this script is read
all the way through, is the amount of this script that didn't feature
in the English version (which if you didn't know was the only 15 rated
version shown in all of Europe!) I'd guess this is an early revision
script as to the way it describes the T-1000 having blond hair and a
moustache.
        The most notable missing scene is the dream sequence when Sara
is still in the nuthouse. I've actually seen parts of this used in the
review that was shown on MTV for the film so why didn't it feature in
the British version?
        Another important scene occurs when the Terminator is asked if
he can be reprogrammed (after the escape from the mental hospital.)
This scene was also not shown in the UK version but I don't know
whether this was actually filmed or not. The significance of this
scene is that it shows what the computer chip that Cyberdine is
holding can do, if they could get their own version working. Why cut
this out ? It helps explain how important it is that they convince
Dyson to destroy his work and the artifacts.
        The only clue I've spotted for a possible Terminator III
(which as I type has apparently been given the go ahead at the scrpt
stage...) is when Terminator is trapped by the arm in the big cog and
escapes by breaking his own arm in half. This leaves the only
surviving piece of future technology as everything else is dissolved
in the molten steel. How they could base a script around this I do not
know , but that's why scriptwriters get $ 1 million a time these days
at a guess !

        Thanks for reading all the way through this. I took the
original file, (credit at the top) and went all the way through,
reformatting it to make it readable and correcting the odd spelling
error but doubtless I've missed a few!

End.