"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

"TERMINATOR 2: JUDGMENT DAY"

by

James Cameron and William Wisher

Revised final shooting script



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.

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 crowd 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 TRACKS 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 nuclear 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. Its glowing
red eyes compassionlessly sweep the dead terrain, hunting.

The SOUNDS 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 is desperate combat with the machines
for possession of the dead Earth. The humans are a ragtag
guerrilla army. Skynet's weapons consist of 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-light.

-- A gunner is 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 a 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 CONNOR. We push in until his eyes fill frame, then...

DISSOLVE TO:

FIRE. SLOW, BOILING, ENORMOUS. FILLING FRAME.

VOICE (SARAH CONNOR)
Skynet, the computer which controlled
the machines, sent two terminators
back through time. Their mission: to
destroy the leader of the human
Resistance... John Connor. My son.
The first terminator was programmed
to strike at me, in the year 1984...
before John was born. It failed. 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 to north L.A. A handful of local TRUCKERS
hunch over chili-sizes, CAT hats pushed back on their heads.
Three BIKERS are playing a game of pool in the back, their
Miller empties lining 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 every night. All eyes simultaneously
swivel toward Terminator. Its emotionless gaze passes over
the customers as it walks calmly through the room. Everyone
frozen, 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 this
cigar, 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 slight 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 send 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 jerking. He rolls off in a
smoking heap.

The third biker whips out a knife with a 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 is 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 doors 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 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, clean
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 around round in fast, aiming at Terminator's back.

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

Terminator turns and considers by coldly. He eases the shifter
up into neutral. Rocks the bike onto its kickstand. Swings
him 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
is 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's 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 for 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. OVERPASS - NIGHT

The first street bridge. Rusting chain-link fence and graffiti-
covered walls. An L.A.P.D. BLACK-AND-WHITE cruises the empty
street.

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

The powerfully arcing electrical discharge reaches its peak
between the columns. Lightning climbs the chain-link fence
and light standards, lighting up the night, and papers swirl
in a blasting whirlwind.

The cop climbs from his cruiser as the glow fades.

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 the rows of pillars.

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 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 lighting 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 this 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 CONNOR, who at his 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, JANELLA 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,
right?

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 guards patrol the manicured grass.

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 pull-ups. A man of tangled hair
hides the face that comes INTO FRAME, dips out, comes back.

WIDER. A WOMAN in a tank top and hospital pants in 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, Sarah.

REVERSE ANGLE as she turns slowly into CLOSE UP.

SARAH CONNOR 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.

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

INT. CORRIDOR

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

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

Sarah 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 though
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 seeing the
patients disturbing their rooms like
this. See that she takes her
thorazine, would you?

DOUGLAS is 6'4", 250 pounds and warm-hearted at 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

Sarah looks up as the cell door opens. Douglas walks in
slowly, idly tapping his POLICE BATON against the door in a
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 you meds, Connor.

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

SARAH
You take it.

Douglas grins, casual --

DOUGLAS
Now you know you got to be good 'cause
you up for review this afternoon...

SARAH
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 breathe. Douglas tips the bed
and it slams down with a crash, right new to her. He takes
her stun wand from the other attendant and walks forward.

TIGHT ON SARAH, grimacing and struggling to breathe.

SARAH
You... son of a... AAARRGH!!

The stun wand hits her between 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 slot. It is
something he's rigged up, because trailing from the card is
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 keypad 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 Sarah. Pregnant, in a jeep near the Mexican border. John
doesn't know it now, but he will carry the 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 Pescedero.
She tries 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 7-Eleven, whatya
say?

John has tried to sound casual, but we see in his eyes that
is 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 Connor. Below his ARREST RECORD
are his vital stats. Mother: Sarah Connor. Legal Guardians:
Todd and Janelle Voight. And below their names, an address:
523 S. Almond. Reseda, Ca.

OFFICER X stares at the screen for a moment. Then gets out
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
Connor?

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. He
he took off on his bike this morning.
Could be anywhere. You gonna tell me
what his 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. SARAH'S CELL - DAY

CLOSE ON SARAH. She is shackled, hands and feet, to the bed.

Sunlight falls across her pale face. A hand enter 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 blonde hair and
a long raincoat.

SARAH
Kyle...? You're dead.

He gives her a gentle smile.

REESE
I know. This is a dream, Sarah.

SARAH
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 the look that his
death and the horror she has been through since hasn't touched
their love at all.

SARAH
Hold me.

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

REESE
I love you. I always will.

SARAH
Oh, God... Kyle. I need you so much.

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

He voice is strangely cold.

REESE (O.S.)
Where's John, Sarah?

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

SARAH
They took him from me.

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

SARAH
I know!

REESE
Don't quit, Sarah. Our son needs
you.

SARAH
(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 not fate but
what we make for ourselves.

He turns toward the door.

SARAH
Kyle, don't go!

REESE
(turning back to her)
There's not much time left in the
world, Sarah.

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

INT. CORRIDOR

Sarah 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.

Sarah 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. The 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 SUNLIGHT MORNING. CHILDREN are playing nearby...
sliding down slides, clambering through a jungle gym. Sarah
knows this dream now... it's 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. Sarah 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.
Sarah'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, Sarah 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.

Sarah is in a strait-jacket, talking softly.

VIDEO SARAH
...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 SARAH dispassionately watches herself on the screen.
Her expression is controlled. Silberman watches her watching.
They are in a brightly-lit interview room. TWO ATTENDANTS
stands nearby.

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

Video Sarah can't go on. Real Sarah 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,
Sarah...

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

VIDEO SARAH
It's not just a dream. It's real,
you moron! I know the date is
happens!!

VIDEO SILBERMAN
I'm sure it feels very real to you --

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

VIDEO SILBERMAN
Relax now, Sarah --

VIDEO SARAH
You think you're alive and safe, but
you're already dead. Everybody, you,
him...
(she gestures are 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 SARAH
You're the one living in a dream,
Silberman, not me! Because I know it
happens. It happens!

Silberman pauses the tape... freezing Sarah's contorted face.

Real Sarah turns away from the screen, he expression stony.

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

Silberman gives a calculated paternal smile.

SILBERMAN
Yes. Your attitude have been very
positive lately.

Sarah looks up at him. Her voice is hopeful.

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

SILBERMAN
And what it 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 that
interns from the earlier rounds, and a couple of STAFF
PSYCHOLOGISTS. They smoke and make the occasional note.

SARAH
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 SARAH. Her voice sounds hollow.

SARAH
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.

SARAH
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?

Sarah shakes her head no.

CUT TO:

EXT. CYBERDYNE SYSTEMS - DAY

The corporate headquarters of a mega-electronic corporation.
As 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 Projects 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
monitors.

He unlocks another service 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 members. Not a lab coat in
sight.

This is strictly jeans and sneakers crowd. All young and
bright.

They sit at their consoles drinking Coke 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 material teams 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 item 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, it its insert-gas, 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 Sarah
destroyed. Dyson stares at it, lost in thought. The 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 Sarah is still talking with Silberman. The OTHER
PSYCHOLOGISTS are still watching through the mirror. Reviewing
Sarah's condition.

SARAH
So what do you think, Doctor? I've
shown a lot of improvement, haven't
I?

SILBERMAN
You see, Sarah... 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 who you've been telling me
today.

We go tight on Sarah'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 quite pleading.

SARAH
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.

Sarah'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.

SARAH
YOU SON OF A 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 and she
yells --

SARAH
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 about
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 wheel the Harley around, cutting onto a street
which runs parallel to the canal. Terminator hauls ass at
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 lot
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 LOT

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 at 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 in an "Afterburner" simulator game.

ON TERMINATOR, walking through the crowd in slow motion.
Scanning.

He moves with methodical purpose, knowing the target is close.
We see that he 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 come kids hanging
out at the multi-cinema. He walks into the maze of kids
engaged in synthesized combat. Cheap electronic 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. Sarah 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. As eddy of outrage behind the cop as
he gains speed.

John breaks into run. So does the cop.

Kids scatter like ten-pins as the cop charges after John.

John sprints through the arcade's back officer and storerooms.

INT. SERVICE CORRIDOR

John emerges through a firedoor into a long corridor that
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 back steel of the SHOTGUN emerges at
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 starting 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 the pistol. The pistol's shot goes wild.

TERMINATOR pumps another round into him. The another. And
another.

Advancing a step each time he fires, he empties the shotgun
into the cop, blowing his 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 his
feet. Terminator grabs John roughly by his jacket. Clutches
the kid to his chest then spins around at 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.

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.

He doesn't break his purposeful stride.

The cop opens fire. Bullets rake Terminator's chest. He
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. The 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 a prototype... and he's got
quite a few surprises.

T-1000 AND TERMINATOR size each other up. Terminator moves
first.

He grabs T-1000 in his 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 this, remembers to move. He
staggers to his feet. Stumble-runs toward the parking garage.

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

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

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.

He sits up and looks around. Gets his bearings. Rises smoothly
to his feet. All servos seem to be working fine. The tourist's
camera whirs as the motor-drive runs on by itself, taking
shot after show.

The owner isn't even looking through the eyepiece, he's so
shocked.

INT. PARKING GARAGE

John is frantically pumping the kick-start 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 back 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.

He 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 a 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 gunshot stegosaurus, it just
keep 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. He 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, he
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 canal below.

John hits some water and slews momentarily, loosing speed.
The massive push-plate on the front of the truck slams into
his back fender. Panicked, he pulls a little ahead. All this
is happening at about sixty miles and 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 under the
frame. Only the ultra-fast reflexes of a machine could keep
the bike upright. Terminator fights for control.

He 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, smashing 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 concrete 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 his 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 servo-mechanism 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 shape and lines of its clothing emerge from the
liquid chrome surface, then finer details... buttons, facial
features, ears...

But it's still al chrome. With its last step, the color
returns to everything. It is the cop again... handsome young
face, blond hair, mustache. 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.

EXT. SIDE STREET - NIGHT

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 in shock from the experience of what just
happened and he's just a ten-year kid, but he's also John
Connor who will someday rise to greatness, and we see a bit
of that in him even know.

JOHN
Whoa... time out. Stop the bike!

Terminator immediately complies. He leans the bike into a
turn.

They head into a nearby alley.

EXT. ALLEY

Terminator and John rolls 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 in 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 years from now you
reprogrammed me to be your protector
here, in this time.

John gives him an amazed look.

JOHN
This is deep.

EXT. STREET - NIGHT

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 does that mean?

TERMINATOR
Liquid metal.

JOHN
Radical.

TERMINATOR
You are targeted for termination.
The T-1000 will not stop until it
complete 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:

EXT. PAYPHONE

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.

INT. VOIGHT HOUSE - KITCHEN - NIGHT

Janelle Voight picks up the kitchen phone and cradles it
with her shoulder which 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 VOIGHTS' KITCHEN. Todd comes through the kitchen's
back door.

Just home from work. He ignores Janelle and opens the fridge.
Grabs a carton of milk. 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 find out what happened in a moment)

AT THE PAYPHONE

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's 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
milk carton, 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 liquid quality. T-1000 opens the back
door.

EXT. VOIGHT HOUSE/BACKYARD - NIGHT

T-1000 approaches the big German Shepherd, which slinks away
from it, barking in fear. T-1000 walk 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 doesn't 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...

SHOT OF JOHN AND SARAH during the missing years. Sarah in
olive cammos with an RPG 7 grenade launcher, teaching John
how to aim.

Sarah with a group of military-clad Guatemalan men, standing
next to cases of Stinger missiles. John and Sarah 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. 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 Sarah Connor 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 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 him
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 collage-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 him. John yells in outrage to
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 my 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 the 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 any more.
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 Sarah 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
Sarah'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 L.A. police station where the first terminator made such
an impression in 1984. We see the blurry forms of the cop
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-80 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
CLOSEUP.

DETECTIVE WEATHERSBY (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 Sarah, placed
there by DETECTIVE WEATHERSBY. His partner DET. MOSSBERG,
and Dr. Silberman, sit at the table as well. Two uniformed
cops, plus Douglas, stand by the door. Sarah stares listlessly
at the top photo. She's withdrawn, haggard... drugged-looking.

MOSSBERG
He killed seventeen police officers
that night. Recognize him?

Weathersby slaps another black-and-white eight-by-ten on the
table.

A closeup 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.

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

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

Sarah stares 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. Weathersby and the two uniforms follow him
out, with Silberman right behind.

SILBERMAN
Sorry, gentleman...

TIGHT ON SARAH, 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 arms and leads her out.

CUT TO:

INT. SARAH'S CELL

Douglas inches up the last of Sarah's restraints. Then her
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 past him. He
can't provoke a reaction. Even here, strapped down, the two
of them alone, she give him no superiority. He smirks and
leaves. We hear the sound of his night-stick tapping its way
down the corridor, growing fainter.

Sarah'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 from the post-Apocalyptic future.

CUT TO:

INT. SARAH'S CELL

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

SARAH, 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 it passes.

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

CUT TO:

INT. SARAH'S CELL/CORRIDOR

Sarah 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. 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 Sarah's cell. He stops at
the 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 this for half a second, then hears a SOUND
behind him and spins around. The sound he heard was Sarah's
cell door.

The missing two feet of MOP HANDLE fill 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.

Sarah 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.

Sarah moves down the dark corridor, cat-stepping in her bare
feet.

She holds the baton like a pro, laid back along the 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 Sarah Connor 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
Weathersby, the two uniformed 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
them 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 past the
guard.

Up ahead we hear typing. The night nurse has her back to us,
working.

The guard stops as the drinking fountain. Bends to take a
sip.

Behind him the fluid mass as reaches 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 has 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 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
its hand and, inexplicably, points 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,
hanging from the rod/finger with suddenly reacts -- SSSNICK.
As the guard slumps, the T-1000 takes his weight easily with
one hand and walks him, like it'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 NIGHT 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 the 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 it. Sees the Beretta in its holster.

NIGHT NURSE
Gotta 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 it own chest, where is 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 ever 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 SARAH CONNOR is in #19.

IN THE ISOLATION WARD, the T-1000 passes a nurses' station
which looks 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.

SARAH, moving like a ghost in the darkened corridor, hears
footsteps coming and quietly but quickly unlocks a cell next
to her with Douglas' 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.
Sarah 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... Sarah is there.

She slams into him, hurling him through the door into the
cage and follows him in. The orderly jumps up, going for his
stunner, but she nails him with Douglas' baton. WHAP-WHAP-
WHAP! You can barely see the thing she's swinging it so fast.
The guys 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. He face is full of outraged
disbelief.

SILBERMAN
You broke my arm!

SARAH
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 orderly's butt and fires the whole shot.
Still holding the empty syringe, she sees what she need next.

They keep the toxic cleaning supplies in here to keep the
inmates from drinking Drano. She grabs a plastic jug of LIQUID
PLUM'R and slams it down on the desk inches from Silberman's
eyes.

She jams 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' 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 looks 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 a beat. Then mimics the gesture.

TERMINATOR
I swear I will not kill anyone.

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 onto 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 Sarah,
holding Silberman at syringe-point.

Sarah speaks to them through an intercom on the wall. Her
voice comes through the speaker.

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

The attendants' adrenaline levels just went off the scale.
The first attendant shakes him head no. The amperage here is
really high. The second attendant keys the intercom switch.

2ND ATTENDANT
There's no way, Connor. Let him go.

Silberman's face is the color of suet.

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

Her voice is a deadly cold hiss.

SARAH
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 looks at one another. One of them hits the
solenoid button. The far door unlocks.

IN THE LOCKOUT CORRIDOR. Sarah pushes Silberman ahead of
her.

The nearer, barred door must be unlocked manually.

One of the attendants cautiously approaches. Nervously unlocks
it.

SARAH
Step back!

He does. She faces both of them.

SARAH
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 see,
it a third orderly waiting just around the corner. He's
poised, ready to jump her when she comes abreast of him.

ON SARAH backing up. She reaches the corner.

The third attendant lunges, grabbing her syringe-hand.

Sarah 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 Sarah 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, Sarah
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 the 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' keys, breathing hard. Jams the
master in.

The orderlies are bearing down on her at full tilt.

Sarah 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.

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

Sarah 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 walls 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.

Sarah 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, goddamnit! Go around!!

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

ON SARAH 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 swivels to face her.

Sarah 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, Sarah 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 Sarah and figures out instantly what happened.

JOHN
Mom!! Wait!

Sarah doesn't hear. She has clicked fully into her own
nightmare.

They take off running after Sarah.

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.

SARAH
No! Help me! Goddamnit, 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 pinned her to the cold tiles, a ring of faces above
her.

Silberman leans down to her, holding a syringe with a heavy
dose of trank. Sarah 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 guys 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 to hold Sarah. He is grabbed by a roll
of skin at the back of his neck and lifted like a cat. The
doctor feel his feet pedaling above the ground. He looks
into the expressionless face. And it hits him. Sarah was
right... this guy isn't human.

He feels the fabric of 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.

Sarah 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 bad?

Incredibly, Terminator politely reaches his 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.

Sarah, is a daze, takes the huge hand in her shaking fingers.

Terminator lifts her to her feet.

John sees a GUARD standing thirty feet away, on the other
side of the walls 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 had its pistol in its hand, at its 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 CLANK 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.

Sarah 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!

Sarah 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 buckshots 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, Sarah 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 Sarah 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 through in between the doors, forcing
them open. Terminator jams the shotgun through the widening
gap. Punches the muzzle right INTO T-1000's face -- BOOM!!

We get a glimpse of the T-1000's head blown apart by the
blast. It is hurtled 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 door 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. Out trio hears a loud THUMP on the roof.

Terminator, reloading the shotgun, looks up.

Sarah 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 Sarah's face.

She opens fire, BAM-BAM-BAM -- right through the roof.

Lighting-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. Sarah yells in
pain as one of them slices open her upper arm.

The doors open. Sarah 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 king of taffy-pull with itself. It opens
its eyes and sees --

TERMINATOR, the shot gun 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.

Johns strikes the flare on the concrete. Tosses it.

Terminator catches the life 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 Sarah 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 Sarah runs right at the car. It skids
to a shrieking halt. She's in the guy's face with the .45 in
both hands.

SARAH
Out of the car!!

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

SARAH
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. Sarah gets John into
the back seat and dives into the front passenger seat as --

Terminator slams the car into 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 power 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 cop-form
as it runs.

It sprints up the ramp after the retreating car. T-1000 is
gaining.

Terminator hands Sarah 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 shot gun 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.

Sarah, 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 Sarah.

TERMINATOR
Drive.

Terminator heaves himself half out the driver's window. Sarah
slaps her foot down on the 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 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. Sarah 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
closeup, 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
moonlight 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
blowing in the shattered windows as Terminator drives the
car easily by electronic night-vision. His eyes glow faintly
red.

JOHN
Can you 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.

Sarah looks at Terminator, still not quite believing this is
happening. But this is a different Sarah 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.

SARAH
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.

Sarah looks at him, exasperated and stern.

SARAH
It was stupid of you to go there.

John stares at her, surprised.

SARAH
Goddamnit, 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 the
place... I'm sorry, I...

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

SARAH
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 and
sense to him.

TERMINATOR
What is wrong with your eyes?

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

SARAH
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 he 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.

It slips into its cruiser and drives off into the night.

INT. CAR

Terminator drives steadily into the black night.

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

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

Sarah thinks about that. Then:

SARAH
Can it be destroyed?

TERMINATOR
Unknown.

They ride along in silence for a few seconds.

Sarah sees something up ahead, some lonely neon in the
blackness.

SARAH
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 SUNDAYS. 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. Sarah pulls the security car in out
of sight.

Terminator rolls the door down behind them.

INT. GAS STATION

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

SARAH
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. Sarah sits on an empty crate. Terminator's 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.

Sarah 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.

SARAH
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. Sarah and John help pull it off, revealing
Terminator's broad, muscular back beneath.

WIDER. John and Sarah 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 injuries. The data could be
called pain.

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

SARAH
Will these heal up?

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

SARAH
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.

Sarah nods, pulling out another slug. CLINK. The glass 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... you
know. More human. Not such a dork
all the time.

Terminator turns towards him.

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

SARAH
(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 Sarah 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. Sarah 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 the 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 SARAH 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 it is that 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. Sarah examines the CPU
chip.

JOHN
Can you see the pin switch?

She ignores him. See 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.

Sarah barely stops the sledge before smashing his fingers.

SARAH
Out of the way, John!

JOHN
No! Don't kill him!

SARAH
It, John. Not him. It.

JOHN
Alright, it! We need it!

John keeps his hand right where it is.

SARAH
We're better off by ourselves.

JOHN
But it's the only proof we have to
the future... about the war and all
that.

SARAH
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. Sarah and John stands behind him in the
mirror.

TERMINATOR
Was there a problem?

John glances sheepishly at Sarah, 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. Sarah sits nearby, cross-legged, he back
against the wall.

The .45 is cradles 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. He 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 into the
sunlight. Sarah is still awake. She gets up, wincing at the
pain in her arm.

CUT TO:

EXT. GAS STATION - DAY (LATER)

John and Terminator walks 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 PICKUP. 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?

Sarah comes out. She's found a mechanic's coverall inside,
used but fairly clean. It doesn't fit her 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.

SARAH
Just head south.

CUT TO:

INT./EXT. PICKUP TRUCK/HIGHWAY - DAY

THE OPEN ROAD. The pickup roars through light traffic down a
long stretch of highway. They set three abreast on the bench
seat, John in between, like some improbable family on a car
trip.

Sarah leans over to get a look at the speedometer.

SARAH
Keep it under sixty-five. We can't
afford to be 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. Sarah is
ignoring the lesson, lost in thought.

JOHN
It someone comes off to you with an
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.

Sarah turns to John.

SARAH
You got any cash?

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

JOHN
Only a couple hundred bucks. I'll
give you half.

Sarah grabs all of it. Peels off a twenty, hands it to John.

SARAH
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 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 the lips smiling appears, along with an
array of symbolic data.

Terminator tries it. The result is dismal. A rictus-like
curling 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)

Sarah 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. Sarah
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 water 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. Sarah 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?

SARAH
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.

SARAH
Why him?

TERMINATOR
In a few months he creates a
revolutionary type of mircoprocessor.

SARAH
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.

SARAH
(getting 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.

SARAH
And Skynet fights back.

They accelerate back onto the highway.

TERMINATOR
Yes. It launches its ICBMs against
their targets in Russia.

SARAH
Why attack Russia?

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

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

TERMINATOR
I have detailed files.

SARAH
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 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.
As 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
the way I'm matrixing the command
hierarchies...

TARISSA
You need a break. You'll see it clear
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. It's superconducting at
room temperature. Other computer 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
thiiis 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 jetline 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 a 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.

SARAH
(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 Sarah gets out.

ON SARAH peering through the backlit dust.

The sound of wind. She approaches the trailer.

SARAH
(in Spanish)
Enrique? You here?

She hears KACHANK! 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 mustache. He wears cowboy
boots and a flak vest, no shirt.

SALCEDA
You pretty jumpy, Connor.

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, Connor. 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 Sarah)
So, Sarahlita, 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 up the child 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. Salceda takes
a long pull from the Cuervo bottle.

SALCEDA
(to Terminator)
Drink?

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

SARAH
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?

SARAH
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 Sarah'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

Sarah 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 Sarah 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?

SARAH
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 slaps 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 is back. His movement 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 for a second. The thought never occurred
to him.

He searches him 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 canister 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

Sarah 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. Sarah is field-stripping and cleaning guns, very
methodical. 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 places 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's
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
Alriight!! 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.

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

SARAH'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:

SARAH (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.

Sarah 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 it. Sarah'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 signs of its targets.

SARAH
...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. It
glances up at the sound of crunching gravel. In the rear-
view it sees a BIKE COP pulling onto the shoulder behind it.
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.
(it 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)

Sarah 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
shoulder.

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 SARAH, 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. Sarah watches Yolanda walking her
toddler by her hands. Backlit, stylized. She looks over at
John. Loading guns and supplies.

ANGLE ON KIDS PLAYING.

SARAH'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 children 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.

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

Grim-faced Sarah 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 Sarah's smile falls. Then returns as her little boy
throws some sand at her. She laughs, turns away, as if the
woman at the fence were a shadow, a trick of light.

THE SKY EXPLODES. The children ignite like match heads. Sarah
is burning, screaming silently, everything silent and
overexposed.

THE BLAST WAVE HITS... devouring the cowering mothers and
children.

Sarah's scream merges with the howl of the wind as the
shockwave rips into her, blasting her apart and she...

Wakes up.

All is quiet and normal. The children are still playing
nearby. Less than fifteen minutes have gone by.

Bathed in sweat, Sarah sits hunched over the table.

Every muscle is shaking. She is gasping.

Sarah 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 Sarah walking toward us, striding across the
compound with grim purpose. She carries a small nylon pack
and a Ar-15 assault rifle. Her face is an impassive mask.
She has become a terminator.

JOHN LOOKS UP from his work in time to see Sarah throw the
rifle behind the seat of their stolen pickup, jumps in and
starts 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 SARAH 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 ponders the message carved into the top
of the picnic table. Sarah's knife is still embedded 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 hit him)
Oh shit!!

TERMINATOR
Dyson.

JOHN
Yeah, gotta be! Miles Dyson! She's
gonna blow him away!

John motions to Terminator and breaks into a run.

JOHN
Come on. Let's go. LET'S GO!!

CUT TO:

INT./EXT. SARAH'S JEEP - DUSK

Sarah 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
This is tactically dangerous.

JOHN
Drive faster.

TERMINATOR
The T-1000 has the same files that I
do. It could anticipate this move
and reacquire you at Dyson's house.

JOHN
I don't care. We've gotta stop her.

TERMINATOR
Killing Dyson might actually 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.

PANNING 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 of 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 Sarah
as she turns into profile. She raises the Ar-15 rifle and
begins screwing the long heavy cylinder of a sound-suppresser
onto the end of the barrel.

CUT TO:

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 sees him working at his
terminal. Danny puts a finger to his lips, shushing Blythe.
His expression is mischievous.

With the silencer in place, Sarah eases back the bolt and
then slips it forward, chambering a .223 round. Then she
lies down on the embankment.

He cheek pressed against the cool rifle-stock, she slides
one hand slowly forward to brace the 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'S HOUSE

DYSON, in deep thought. The rhythmic sounds of keys as he
works.

Symbols on the screen shift.

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

EXT. DYSON HOUSE/EMBANKMENT

IN EXTREME CLOSEUP we see Sarah'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 his 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
chain 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.
Sarah can't see Dyson now, down behind his 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!!

MILES
Stay back!!

ON THE FLOOR, Dyson flinches as chucks 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.

SARAH's rifle empties with a final CLACK!

She throws it down and draws her .45 smoothly from a shoulder
base.

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 in the backyard.
He sees Sarah's feet as she strides toward him. He tenses to
make a break for the door.

Sarah 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 his as Sarah'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 the jeep, sprinting toward the
house.

The shots sound muffles from outside.

JOHN
Shit, we're too late!

INT. HOUSE

Advancing with Sarah we enter the living area. 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. Sarah looms behind them with the
pistol aimed.

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

Sarah 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
the knees, terrified as she looks into the muzzle of the
gun. Blythe runs to Dyson and hugs him, wailing.

BLYTHE
Don't hurt my father!

SARAH
(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...

SARAH
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 SARAH as we see the forces at war behind her eyes.

She looks into the faces of Dyson, Tarissa, Blythe, Danny.

Sarah 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... Sarah, the
gun, the sobbing family. John moves to Sarah 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?

SARAH
I couldn't... oh, God.
(she seems to she him
for the first time)
You... came here... to stop me?

JOHN
Uh huh.

She reaches out and takes his shoulder suddenly, surprising
him... drawing him to her. She hugs him and a great sob wells
up 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 by okay. We'll figure
it out.

SARAH
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 Sarah. She wipes 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 hands 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 skin and strips is 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 to me very carefully.

INT. HOUSE/KITCHEN - LATER

Sarah 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 gleam in the harsh kitchen light.

TRACKING AROUND THE TABLE as Terminator speaks... we don't
hear the words.

SARAH (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?

Sarah speaks from the shadows behind them. Dyson turns to
find her looking right at him.

SARAH
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...

SARAH
(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 drive... 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. Sarah, 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 onto the fire... his eyes hollow
and distant.

He stares into the fire, watching his world burning. The has
a sudden thought.

DYSON
Do you know about the chip?

SARAH
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 Sarah)
The CPU from the first terminator.

SARAH
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.

SARAH
Those lying motherfuckers!

DYSON
I 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.

SARAH
(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 believe 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.

SARAH
(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.

SARAH (V.O.)
The future, always so clear to me,
has 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 a slot in one motion. There is the sound of a
servo-lock, and --

DYSON enters the spacious lobby, followed by Sarah, 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 Sarah'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.

Gibbon's eyes go to the silent alarm button on the console.

SARAH
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.
It's in a locker but my card should
access it. Here we go.

They stand in front of a wide security door. A sign above
reads SPECIAL PROJECTS DIVISION: AUTHORIZED PERSONNEL ONLY.
Dyson zips his key-card through the scanner and the door
unlatches.

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 back of the 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 checks 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 slams down on the
silent alarm button.

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. Dyson crosses quickly to a
locker behind the monitor area. He swished his card repeatedly
through the scanner on the locker. Nothing happens. The light
on the locker is blinking red. Sarah notices Dyson's alarmed
expression.

DYSON
What? WHAT IS IT?

Dyson whips around, staring at a light flashing on the console
behind him.

DYSON
Silent alarm's been tripped. It
neutralizes the codes throughout the
building. Nothing'll open now.

We see his nerve snapping.

DYSON
We should abort.

SARAH
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 subjects. 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 the 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 Ready-
Teller to him.

JOHN
You guys get started on the lab... I
can open this.

Dyson leads Terminator and Sarah to the main lab doors.
Another servo-lock.

He tries his card. Nothing.

DYSON
No good.

TERMINATOR
Let me try mine.

He unslings the M-79, pulling it over his shoulder in one
motion.

Sarah grabs Dyson and drags him back down the hall.

Terminator opens the breach and slide in one of the fat 40mm
H.E. grenades. He flips the thing closed with a snap of the
wrist.

SARAH
(yelling as she runs)
John! Fire-in-the-hole!

John drops what he is doing, and covers his ears.

Terminator fires at inhumanely close range.

The door EXPLODES into kindling. The concussion blow 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.

Sarah 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 Sarah and dons the other. Then he
reaches out to hand one to Terminator.

DYSON
Here!

Terminator doesn't need a mask, since is oxygen requirements
are so low. He ignores Dyson as he removes his massive
backpack and opens it. Dyson shrugs and tosses the mask on a
desk. He turns to Sarah.

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.

Sarah starts pulling out book-sized, olive-grab 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 though the ravaged office, analyzing
what has happened here. It walks down the dark hallway. The
place is deserted. The police-walkie clipped on its 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 its 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.

Sarah topples a file cabinet, scattering 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 Sarah have their breathing masks hanging down around
their necks, since the halon gas has dissipated.

DYSON
(to Sarah, 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.

Sarah goes into Dyson's 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
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 thing.

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 lock 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

Sarah 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 with 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 of cake.

SARAH
(to Dyson and
Terminator)
Go! I'll finish here.

They run out as the SOUND OF SIRENS grow louder outside.

TERMINATOR
I'll deal with the police.

JOHN
Remember what I said, you can't...

TERMINATOR
Trust me.

EXT. CYBERDYNE BUILDING

The security duo of Moshier and Gibbons cowers behind cars
in the parking lot in front of the building. They turns as
L.A.P.D. BLACK-AND-WHITES pour into the lot, turn the area
into a disco of whirling blue and red lights.

EXT. CYBERDYNE BUILDING

The cops are jumping from their cars and ducking behind them.

Emphasis on small arms here. Behind them an ugly BLACK SWAT
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 outlines 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 with
strafes the police cars lines up below. Cops duck as glass
flies. Terminator, with his superb aim, hits no one. But
noticed is served.

The cops (surprise) FIRE BACK. Terminator turns and is walking
calmly from the window 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 turns the keys together. The vault
grumbles to itself, withdrawing it 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 adrenaline. They have all that great SWAT
equipment: body armor, gas-masks, M-16s, tear-gas launchers,
ropes. The works. They make lots 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 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.

Sarah is just finished wiring all the charges to the central
detonator.

JOHN
Ready to rock?

SARAH
Ready.

John tosses her the metal hand. She catches it and bends to
put the hand in her empty back-pack. Sarah 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.

Sarah sees that in her work, she has set the detonator down
twenty feet away, near where Dyson is standing.

SARAH
Dyson, hand me the detonator. Let's
go --

He gingerly picks up the detonator. Starts toward her. Then --

CRASH!! THE DOORS AT THE BACK END OF THE LAB ARE KICKED OPEN.

SWAT LEADER and two others OPEN FIRE.

Their M-16s rake the room. Sarah dives behind a computer
cabinet.

Dyson is HIT. He is slammed to the floor by the impacts.

IN THE HALL, John hears 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 Sarah'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.

Sarah 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 first door, and tries it. Locked.

Terminator unslings the M-79 blooper smoothly, opening the
breach.

TERMINATOR
Get back.

He pulls a grenade from the bandolier over his shoulder, and
slides it into the bore. Flick his wrist. The breech snaps
shut. Sarah and John have a split second to duck and cover.

TERMINATOR
Cover you ears and open you 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. LAB

SWAT LEADER moves cautiously through the lab. Cat-stepping,
he circles around a desk which block Dyson's body from his
view. His M-16 is leveled 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 gasmask, 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. Sarah
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 dreams. 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.

CUT TO THE PUPIL OF HIS EYE, at the moment of death, the
instant the light fade from his eyes and he is gone --

His arm drops and the book his 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 Sarah)
Don't forget. It's always darkness
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
envelops Sarah 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, Sarah and John are choking, handing the
breathing mask back and forth desperately. They're scarred.
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 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 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 SWATs think the guy's wearing body armor or
something. They keep firing.

The rounds tear into him, staggering him slightly, but he
keeps moving.

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 hold 12 rounds in a
big drum.

Terminator shoots the next SWAT 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 fold
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-servo glistening. 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 armor chest.

The remaining SWATs start to fall back. One turns to run and --

KPOW! A gas canister nail him in the back, sending him
sprawling.

Terminator fires three gas canisters 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 the 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 their masks as they fall. The
gunfire has stopped. Nobody an see anything. Screams and
whimpers echo in the smoke.

EXT. BUILDING

Smoke boils out of 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 rout.

AT THE SWAT VAN on 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.

Sarah 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 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 plexiglass 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 hits 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. Sarah and John are catching
their breath, still coughing from the CS gas. Terminator
look to the rear-view mirror. He sees the xenon searchlight
of the chopper behind them, gaining.

Sarah looks around the inside of the SWAT van. It is a rolling
armory. There are rifles, ballistic vests, all manner of
equipment.

SARAH
John, get under these. Hurry!

He sits against the front bulkhead of the van and she pile
bulletproof 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
eighty. 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 can 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. Sarah, 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 Sarah 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.

Sarah 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.

Sarah 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.

Sarah 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 the 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 off
the clean 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 Sarah, 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.

The behind the wreckage a cop emerges, walking toward him.

DRIVER
Goddamn, are you alri --

SSSHHCK! 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 are 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 Sarah 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 passes 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 Sarah into the front seat and climbs in
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 and 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, it 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 backs 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 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 him, 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 the 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 and smoke
sideways across the pavement.

It begins to topple.

Terminator hold on as the side of 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 smashed 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
Sarah 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
galley, while the freezing vapor rolls down the center.

TIGHT ON THE WRECK. A billowing gray cloud. Deep inside, the
shape of the cab in 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 angle. 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 SARAH 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 --

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 black-furnaces dances on liquid
metal.

TERMINATOR struggles to rise. One arm is shattered, the hand
smashed and useless. And some leg-servos are damaged. He can
barely stand.

John and Sarah arrive.

TERMINATOR
We don't have much time.

JOHN
What?

Terminator points. John and Sarah 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 SARAH, realizing it's not over.

JOHN
Come on! Let's go!

Terminator gets one of Sarah's arms over his shoulder and
they go.

BEHIND THEM, something is moving.

A HEAD is forming up out of a pool 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 in mercury form,
but its features are forming rapidly. It takes its first
step after them.

Sarah stumbles and they pull her up.

Terminator himself has a pronounces 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.

Sarah 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
on 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 gleam. The T-1000 breaks into loping run when it sees
them, Terminator turns to Sarah over John.

TERMINATOR
Keep going.

John shakes his head no. The T-1000 is almost on them.

TERMINATOR
RUN!

John runs, dragging, half-carrying Sarah 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 is 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 Sarah 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 trough itself,
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 Sarah and John.

Sarah 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 the 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 him arm, which is severed at the elbow.
Dangling junk hands from the crushed joint.

SARAH has lost sight of John. It is 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 is cleaves it head and body in two down to the naval.
The 6-foot steel bar is imbedded in its body. Terminator
hurls the killer off Sarah.

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. He 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 is 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 stop moving. The light goes out of his eye.

CUT TO:

INT. MAZE OF MACHINERY

John scuttles like a rat through the gut of the smelter.
Above him, vast machines churn untended. He hears a voice...
SARAH'S calling low and urgent to him.

SARAH
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 Sarah nearby, limping toward him. She can barely
move, her leg bathed in blood. He runs toward her.

SARAH
(gasping)
Help me, honey...

TIGHT ON SARAH, her stoic face, as she hobbles forward,
reaching out to him. Something rises behind her, OUT OF FOCUS.

ANOTHER, IDENTICAL, SARAH... but this one has a shotgun.

Aimed right at us.

JOHN freezes. Which is which? He looks down. The first Sarah's
feet are melded 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.

SARAH
John, get out of the way!!

JOHN
(screaming)
SHOOT!!!!

John dives aside. The Sarah-form spins, changing into you-
know-who.

Sarah 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 Sarah advances 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...

CLOSEUP TERMINATOR, as the chain drive brings it into view.

Half human flesh, half chrome steel.

His red eye gazes right at us as he --

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
it --

We catch a glimpse of Janelle Voight checkered with the
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 T-1000 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 Sarah. 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. Sarah joins them, helping.

The help the crippled machine get on its feet. It can barely
stand.

TERMINATOR
I need a vacation.

They walk to the edge of the pit. Terminator looks down and
sees that it is over.

JOHN
(to Terminator)
Is it dead?

TERMINATOR
Terminated.

John unzips Sarah's backpack and takes out the hand of the
first terminator.

JOHN
Will it melt in there?

TERMINATOR
Yes. Throw it in.

He does. It sinks into the lava. Vanishes.

TERMINATOR
And the chip.

John takes it out of his pocket. Looks at it. Tosses it into
the smelter.

SARAH
It's finally over.

TERMINATOR
No. There is another chip.

He touches a metal finger to the side of his head.

TERMINATOR
And it must be destroyed also.

John suddenly understands what he means.

Terminator looks at Sarah. They both know what must be done.

John shakes his head.

JOHN
No!

TERMINATOR
I'm sorry, John.

JOHN
No, no no!! It'll be okay. Stay with
us!

TERMINATOR
I have to go away, John.

JOHN
Don't do it. Please... don't go --

Tears are streaming down his face.

TIGHT CLOSEUP TERMINATOR, turning toward John.

The human side of his face is in shadow, so we see mostly
the chrome skull and the red eye.

TERMINATOR
It must end here... or I am the
future.

JOHN
I order you not to!

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. But it is
something I can never do.
(to both of them)
Goodbye.

Sarah looks at Terminator. Reaches out her hand to shake it.

They lock eyes. Warriors. Comrades.

SARAH
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 SARAH, watching through the heat ripples as
we --

DISSOLVE TO:

THE SUN, PURE IN A CLOUDLESS SKY

Tilting down reveal 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 tree 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:

SARAH (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.

SARAH (V.O.)
I wanted to run down the street
yelling... to grab them all and say
"Every day from this day 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 SARAH, now 64 years old. The world has aged her, but
she seems at peace in this moment. She speaks into a
microcassette recorder.

SARAH (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 is forties playing with two small children
nearby. He turns. It is John Connor. Through he has the same
stern features in adulthood, there is no eye-patch, no
scarring. He is far from the haggard man on grim destiny we
saw in the world that might have been. But there is still
penetrating intelligence, even wisdom, in his eyes.

SARAH (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 Sarah smiles. It is the only time we have seen her
smile so far. She bends as the little girls puts her foot up
on the bench.

She ties as we hear:

SARAH (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.

Sarah ruffles the kids's hair as she runs off to play with
her dad.

FADE OUT

THE END

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