"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 ]

"THE TERMINATOR"

by

James Cameron & Gale Anne Hurd

Fourth Draft April 20, 1983



TITLE SEQUENCE - SLITSCAN EFFECT

EXT. SCHOOLYARD - NIGHT

Silence. Gradually the sound of distant traffic becomes
audible. A LOW ANGLE bounded on one side by a chain-link
fence and on the other by the one-story public school
buildings. Spray-can hieroglyphics and distant streetlight
shadows. This is a Los Angeles public school in a blue collar
neighborhood.

ANGLE BETWEEN SCHOOL BUILDINGS, where a trash dumpster looms
in a LOW ANGLE, part of the clutter behind the gymnasium. A
CAT enters FRAME. CAMERA DOLLIES FORWARD, prowling with him
through the landscape of trash receptacles and shadows.

CLOSE ON CAT, which freezes, alert, sensing something just
beyond human perception.

A sourceless wind rises, and with it a keening WHINE.

Papers blow across the pavement.

The cat YOWLS and hides under the dumpster.

Windows rattle in their frames.

The WHINE intensifies, accompanied now by a wash of frigid
PURPLE LIGHT. A CONCUSSION like a thunderclap right overhead
blows in all the windows facing the yard.

C.U. - CAT, its eyes are wide as the glare dies.

ANGLE - DUMPSTER

ELECTRICAL DISCHARGES arc from the dumpster to a water faucet
and climb a drain pipe like a Jacob's Ladder.

CUT TO:

EXT. SCHOOLYARD - NIGHT

SLOW PAN as the sound of stray electrical CRACKLING subsides.

FRAME comes to rest on the figure of a NAKED MAN kneeling,
faced away, in the previously empty yard.

He stands, slowly.

The man is in his late thirties, tall and powerfully built,
moving with graceful precision.

C.U. - MAN, his facial features reiterate the power of his
body and are dominated by the eyes, which are intense, blue
and depthless. His hair is military short.

This man is the TERMINATOR.

He glances down, taking calm inventory of himself, and notices
that a fine white ash covers his skin. He brushes at it
unconcernedly as he walks toward the fence, scanning his
surroundings.

CUT TO:

CRANE SHOT - SCHOOLYARD/CITY - NIGHT

CAMERA MOVES UP as Terminator approaches the schoolyard fence
beyond which is an embankment rolling down in darkness to
the cityscape below. The school is perched at the edge of a
promontory offering a respectable view of the urban sprawl
teeming and glistening under a sullen sky. The night clouds
are shot through with occasional flashes of LIGHTNING,
presaging a thunderstorm.

Terminator stands, hands on hips in prefect symmetry, gazing
down at the city as the CAMERA REACHES FULL HEIGHT.

CUT TO:

EXT. PLAYGROUND - NIGHT

A beer bottle SMASHES on the ground. PULL BACK to include
its ex-owner and his two compatriots, YOUTH GANG MEMBERS,
lounging on the jungle gym of a deserted playground. They
sport nondescript PUNK REGALIA... torn T-shirts, fatigue
pants, combat boots or high-top sneakers, leather jackets.

The leader notices something and sits up.

LEADER
(pointing)
Hey, hey... what's wrong with this
picture?

ANGLE - REVERSE, seen past the lounging toughs, Terminator
walks naked into a pool of streetlight, striding purposefully
toward them.

ANGLE - OVER TERMINATOR'S SHOULDER, as he approaches them.

They slide from their perches and drop easily to the ground
liquid shadows.

LEADER
Nice night for a walk, eh?

Terminator stops right in front of them.

TERMINATOR
(without inflection)
Nice night for a walk.

They surround him, all swagger and malign good humor.

SECOND PUNK
Washday tomorrow, huh? Nothing clean,
right?

Terminator eyes them without expression, unhurried.
Reptilian.

TERMINATOR
Nothing clean. Right.

LEADER
This guy's a couple bricks short.

Terminator turn to the second punk, ignoring the others.

TERMINATOR
Your clothes. Give them to me.

The punks exchange glances, dismayed.

TERMINATOR
(coldly)
Now.

SECOND PUNK
(bracing)
Fuck you, asshole.

Without warning Terminator hammer-punches him in the temple
with blinding speed. The blow flings him with a CLANG into
the jungle gym. He drops to the ground in a still heap, eyes
open, twitching.

The leader whips out his SWITCHBLADE and slashes in one
motion. Terminator ducks back and catches the knife- wielder's
wrist in an inhuman grip. Then he punches the leader with
piledriver force just below the breastbone.

ANGLE - PAVEMENT, as the knife clatters down. The punk's
combat boots are on tiptoe, barely touching the ground.

ANGLE - TWO SHOT, Terminator and the leader are close together
as if dancing, but motionless. Their bodies are in total
shadow. The punk's eyes are wide, his veins distended with
an agonizing pressure. Terminator jerks his fist back with a
WET SOUND and the other drops OUT OF FRAME.

The last tough is stumbling away, gaping with terror. He
backs into a chainlink fence, turns to run along it, finds
he is in a corner.

Terminator takes a step toward him, his gaze ominous.

The punk begins shakily stripping off his clothes. Thunder
peals overhead.

CUT TO:

EXT. STREET/NEARBY - NIGHT

A light RAIN begins to fall.

Terminator emerges onto the street from the playground,
pausing in the pool of light under a streetlight to hike the
collar of the punk's jacket.

The rain streams down over his face, running into and over
his eyes. They do not blink.

CUT TO:

EXT. DOWNTOWN STREET/ALLEY - NIGHT

Another part of the city. Seedy apartments and storefronts.
The streets glisten, hissing with sporadic late night traffic.
SLOW PAN AND DOLLY into the mouth of a narrow alley lined
with trash containers and fire escapes. From a recessed
doorway, two filthy legs sprawl out onto the wet pavement.
An angry, inarticulate DRUNKARD'S MONOLOGUE rises occasionally
above the rain sounds.

ANGLE - DOORWAY, The derelict rouses from his bitter stupor
as a brilliant purple glare lights up the wet brickwork around
him. A shockwave hurls trash into the air.

Painted over windows shatter.

Rat scurry, blinded.

A FIGURE drops INTO FRAME as if out of the sky and smacks
the pavement with a muddy splash.

C.U. - DERELICT, as he blinks at the fading glare, amazed.

A NAKED MAN, compact and muscular, rises in a defensive
crouch. KYLE REESE is 22, but his face has been aged by
ordeal, the mouth hard, eyes grim. A crinkled burn scar
traverses one side of his face from chin to forehead. Other
scars, from burns and bullets, mar his hard-muscled body.

The rain washes a fine coating of white ash from his skin as
electrical ARCS lace back and forth between the fire escapes
behind him, HISSING and SPUTTERING. The sound fades, then
stops altogether, to be replaced by a rising scream of animal
agony.

Reese lurches to his feet and sprints across the alley.

CUT TO:

EXT. FIRE ESCAPE - NIGHT

CAMERA MOVES WITH REESE as he leaps to the fire escape and
clambers up to the first landing to crouch beside another
NAKED MAN who appears to be entangled in the ironwork. The
man is contorted with pain as his screams die to a shivering
gasp. CLOSER ANGLE reveals that he has been skewered through
the abdomen by the horizontal iron slats and through the
shoulder by a railing. He has materialized in the same space
occupied by the fire escape structure. The figure slumps,
motionless.

Reese quickly checks for signs of life. The man is dead.

Reese descend to the alley floor and crosses to the drunk
huddled in the doorway.

A pair of flamboyantly dressed women, obviously working girls,
passes by the alley mouth. They do a double take when they
see Reese, but walk on without breaking stride, completely
jaded. He's certainly not a potential customer.

Reese crouches down as if to speak to the drunk.

DERELICT
Say, buddy... did you see a real
bright light?

CUT TO:

EXT. ALLEY/SAME - NIGHT

A brilliant white glare stabs into the alley mouth as an
LAPD cruiser glides slowly by on the street. The search-
light illuminates the figure of Reese, crouching over the
sprawled drunk, just pulling on the other's trousers.

The cruiser chirps to a stop. The doors fly open and two
cops leap out.

FIRST COP
Hold it, right there!

Reese hitches his pants and bolt like a shot. The cops draw
their guns and race into the alley after him.

HANDHELD CAMERA or PANAGLIDE, rushing with Reese along the
narrow alley. He vaults a pile of tumbled trashcans. Whips
around a corner. Leaps the hood of a parked car in the cross
alley.

PANAGLIDE PRECEDING COPS, as they snake through the night
maze.

CUT TO:

EXT. CROSS ALLEY - NIGHT

PANAGLIDE WITH REESE as he hits a chain link gate at a dead
run and scrambles over it.

EXT. ALLEY JUNCTION - NIGHT

WHIP PAN ON COPS, skidding to a stop at the corner in time
to see Reese vault the fence. They separate.

DOLLY WITH SECOND COP, as he runs to the gate.

CUT TO:

EXT. ALLEY/NEARBY - NIGHT

LOW PANAGLIDE WITH REESE, running full tilt, displaying
incredible agility.

REESE'S POV, the alley walls blur by. The view of a hot-
wired rat in an urban maze.

C.U. - REESE, CAMERA hugging him as he sprints and turns,
alternately front-lit, side-lit and silhouetted as the
electric glare of the city wheels about him.

ANGLE - ALLEY MOUTH, Reese flashes though intermittent cross-
lighting in the B.G.

Another unit arrives out front and Reese melts back into the
alley, only to see a cop round the corner behind him.
Sandwiched. Reese crashes into a steel door, rending the
lock, and vanishes into the darkness within.

The newly arrived cops are a K-9 unit. They open the back
door of the squad car to release a large black Doberman.

CUT TO:

INT. DEPARTMENT STORE - NIGHT

Reese finds himself among the display racks of a discount
department store. A searchlight stabs in the front window as
he dashes into the maze of aisles.

Three cops enter behind him through the shattered door.

FAST PANAGLIDE WITH REESE, as he crab-runs low among the
moving shadows where flashlights quarter the darkness. He
bolts the open space behind a display window. Sees the outside
searchlight sweep toward him. Freezes.

ANGLE - REESE, his feral face frozen among the smooth-
featured, smiling mannequins. As the light passes, Reese
silently moves on.

ANGLE - COP, passing the end of a long aisle B.G. while in
the F.G. a hand ENTERS FRAME, removing a knit shirt from a
hanger. Reese slips the shirt on quietly and does a fast
crab-walk across the aisles to melt into the other racks and
shadows, CAMERA MOVING LOW with him.

CUT TO:

INT. DEPARTMENT STORE/AISLE - NIGHT

With a shocking GROWL the police dog hurtles out of the
shadows, LEAPING RIGHT AT CAMERA.

ANGLE - REESE AND DOG, a dark blur with teeth, extremely
Doberman, flies toward Reese. He spins. Catches it by the
throat in mid-air. Arcs it to the floor with unflinching
precision.

C.U. - DOBERMAN, suddenly on its back and held by the throat,
THE DOG YELPS and stares at Reese, who leans very close.
Inches from its eyes he fixes it with a gaze of uncompromising
dominance. Some ancient communication seems to pass between
the two.

Reese releases the animal and turns his back on it, selecting
a long overcoat from a rack. The dog backs away from him,
stiff-legged and confused.

CUT TO:

INT. DEPARTMENT STORE - NIGHT

TRACKING WITH REESE as he rounds a corner on the run, still
shrugging into his long coat.

Running smack at him is another cop, gun aimed.

Without slowing, Reese leaps toward him, twisting in mid-air
like a cat. The cop FIRES. Misses. Goes down under Reese's
tackle and they slide together on the polished floor.

Before they even come to rest Reese snatches the cop's gun,
aiming it at the other's face two-handed.

REESE
What day is it? The date...

COP
Thursday... uh... May twelfth.

REESE
(viciously)
What year?

A SHOT whines off the metal side of an escalator behind
Reese's head. He vaults the escalator rail, leaving the amazed
cop lying on the floor.

Reese bounds up the frozen steps, pocketing the .38 Police
Special in his coat.

Cops dash through the maze of aisles, converging at the
escalators.

CUT TO:

INT. DEPARTMENT STORE/SECOND FLOOR - NIGHT

WHIP PANNING WITH REESE, as he hurtles between displays.

He stops for a moment beside a rack of shoes. Slaps one of a
pair of tennis shoes sole-to-sole against his bare foot.
Too small. Another. Holding the shoes he runs on.

CUT TO:

EXT. SECOND FLOOR FIRE ESCAPE LANDING - NIGHT

A door opens quietly and Reese slips out.

CAMERA TRACKS WITH HIM as he moves like a panther along the
narrow catwalk. TILT DOWN to include the first LAPD cruiser
parked at the mouth of the alley.

CUT TO:

EXT. ALLEY/STREET - NIGHT

Reese drops cat-like beside the unattended police car.

Cautiously, he opens the door of the cruiser, removes the
RIOT GUN, an Ithaca pump model, from the dash rack and slips
it under his coat. Cradled in a vertical position, the
shortened weapon is virtually invisible.

He walks out onto the street and away, unhurriedly, an
innocuous pedestrian soon lost in the rain.

CUT TO:

EXT. STREET/NEARBY - NIGHT

Reese enters a telephone booth. Harsh light rakes across his
face, outlining the long scar. He opens the directory, leafs
through it.

ANGLE - MACRO ON PAGE, Reese's finger slides down a column.

Stops beside the following listings in the big metropolitan
white pages:

CONNOR, SARAH

CONNOR, SARAH ANN

CONNOR, SARAH J.

DISSOLVE TO:

EXT. CITY STREET - MORNING

The night's rain has given way to a typical L.A. morning of
diffuse sunlight.

MOVING WITH A GIRL on a MOPED as she zips through traffic.

SARAH CONNER is 19, small and delicate-featured. Pretty in a
flawed, accessible way. She doesn't stop the party when she
walks in, but you'd like to get to know her. Her vulnerable
quality masks a strength even she doesn't know exists.

Sarah maneuvers nimbly, apparently in a hurry.

CUT TO:

EXT. BIG BOB'S RESTRAUNT - DAY

Sarah buzzes into the parking lot of Big Bob's Family
Restaurant and chains the moped to the icon of Big Bob
himself. The fiberglass cherub holds up his mammoth hamburger
in perpetual homage to whatever deity watches out for fat
kids.

Sarah removes a stack of college textbooks from the luggage
carrier and tuns to go into the restaurant.

SARAH
(to Big Bob)
Watch this for me, big buns.

CUT TO:

INT. BIG BOB'S/DINING AREA

HIGH WIDE SHOT prominently featuring a VIDEO SURVEILLANCE
CAMERA F.G. as Sarah enters below. She passes under another
video eye as she crosses the main floor of the wholesomely
appointed eatery. Sarah goes through the swinging STAFF doors
under a third camera.

CUT TO:

INT. MANAGER'S OFFICE

The office is closet-like, lit by the glow of several security
monitors. CHUCK BREEN, day manager, pimply and officious,
watches Sarah in an overhead view of the service corridor.
He punches a switch and reaches for a microphone on a studio
gooseneck.

CUT TO:

INT. SERVICE CORRIDOR

Sarah glances up as Breen's voice rasps from a ceiling
speaker.

BREEN (V.O.)
Sarah?

She answers the empty hallway.

SARAH
Yes, Chuck?

BREEN
Come to the office, please.

She turns back toward the office door at the end of the
corridor.

CUT TO:

MANAGER'S OFFICE

Sarah opens the door to Breen's closet control center.

SARAH
Mission control to Chuck, come in...

BREEN
(without looking up)
You're late.

Sarah is undaunted.

SARAH
Aren't I worth waiting for?

BREEN
Not really. Do you think you can get
here on time if I put you on the
floor as a waitress?

SARAH
(grinning)
I don't know. I kinda had my heart
set on being a cashier the rest of
my life.

BREEN
The pay's the same but you'll make
more in tips.

SARAH
Thanks, Chuck. I need the money. Can
I still work the hours around my
classes?

Breen turns to punch up a display on the restaurant's small
accounting computer. Sarah looks over his shoulder as he
modifies the week's schedule.

BREEN
Mmm. Same schedule's okay.

SARAH
Alright!

BREEN
(gravely)
Can you handle it?

SARAH
It's not brain surgery, Chuck.

Breen hands her an apron ceremoniously.

BREEN
Here you go. You're a Bob's Girl
now. Nancy will check you out.

SARAH
I won't let the fat kid down.

CUT TO:

INT. LOCKER ROOM - DAY

ANGLE - TIGHT ON LOCKER DOOR as it slams shut, revealing
Sarah transformed into a "Bob's Girl".

Her hair is in a bun.

White blouse. Short flared skirt and apron with a bow.

She resembles a suburbanized peasant maid looking for a goat
to milk.

Sarah confronts her reflection in the mirror, pondering its
absurdity.

She pinches her sheeks.

Smiles vacuously.

SARAH
Hi, I'm Sarah and I'll be you
waitress.
(pause)
I'm so wholesome, I could puke.

CUT TO:

EXT. PARKING LOT - DAY

TIGHT ON CAR SIDE WINDOW, as a figure approaches, reflected
in the glass. A fist punches through the window, shattering
it. The thief unlocks the door and gets behind the wheel.

It's Terminator.

CUT TO:

INT. YELLOW MAVERICK - DAY

With a blow from the heel of his hand Terminator smashes
loose the ignition assembly and strips the wires with a brutal
twist of his fingers. Touching the proper wires he starts
the car.

CUT TO:

EXT. PAWN SHOP - DAY

Terminator walks past the long display window of an enormous
pawnshop emporium. Signs declare, among other things, GUNS
and AMMO is red block letters.

Terminator passes the appliance section, and the pictures on
a row of TV sets distort and break-up sequentially as he
walks by, returning to normal behind him.

He enters the store.

CUT TO:

INT. PAWN SHOP - DAY

TIGHT ON GLASS COUNTERTOP as an AR-180 ASSAULT RIFLE WITH
SCOPE is laid beside a number of other guns: a COLT K- MODEL
.45 ACP, a SMITH AND WESSON .38 FOUR-INCH, a BERETTA .225
ACP.

TERMINATOR (V.O.)
...the Remington 1100 Autoloader...

WIDE as the CLERK, who looks like a sick lizard, pallid and
paunchy, takes the rifle from a wall rack. He lays it beside
the arsenal of perfectly legal anti-human artillery already
on the glass counter.

Terminator scans expressionlessly for additional selections.

CLERK
Anything else?

TERMINATOR
A phased plasma pulse-laser in the
forty watt range...

CLERK
(annoyed)
Just what you see, pal.

He indicates the display case and wall racks with a minimal
gesture.

TERMINATOR
The Uzi 9 millimeter.

CLERK
(setting it out)
You know your weapons, buddy.

Terminator examines each in turn, working the actions with
curt, precise movements.

CLERK
Any one of them's ideal for home
defense. Which'll it be?

TERMINATOR
All.

The clerk digs deep and finds a scrap of a smile.

CLERK
Maybe I'll close early. Cash or
charge?

Instead of replying, Terminator takes a box of shotgun shells
from a stack on the display case.

CLERK
Sorry, I can't sell the ammo with
the guns. You'll have to -- Hey!

Terminator has calmly begun feeding the shells into the
shotgun.

CLERK
You can't to that...

TERMINATOR
(evenly)
Wrong.

He raises the barrel and pulls the trigger. The gun THUNDERS.

CUT TO:

EXT. GAS STATION/PHONE BOOTH - DAY

The yellow Maverick pulls to a stop beside a single phone
booth.

MOVING WITH TERMINATOR, as he gets out, walks to the booth
and rapidly pulls its occupant out by his greasy T-shirt,
flinging him backward into the parking lot. The guy is bear-
like, slab-handed, but Terminator doesn't even glance back
as he steps in to take the man's place.

MAN
(outraged)
Hey, man...

CUT TO:

PHONE BOOTH

A woman's voice, a faint reedy monologue, issues from the
dangling receiver.

Terminator leafs rapidly through the directory.

ANGLE - C.U. PAGES FLIPPING

ANGLE - MACRO SHOT, as Terminator's finger comes to rest
beside a now-familiar listing:

CONNOR, SARAH

CUT TO:

INT. BIG BOB'S/DINING AREA

Sarah is bustling about, trying to service the start of the
dinner rush. In waitress parlance, she's 'in it'.

She runs the gauntlet between tables, precariously balancing
two full dinner plates on one arm and hand-carrying a third.
A customer tugs on her apron for attention and she barely
averts contributing the chili size to his wardrobe.

CUSTOMER
Honey, can I get that coffee now?

SARAH
Yes sir, just a second.

She reaches her table after near collisions with a Mexican
busboy and two teenage girls doing cheerleading routines in
lock-step.

SARAH
Who gets the Burly Burger?

CUSTOMER TWO
I ordered Barbecue Beef.

CUSTOMER THREE
Does mine come with fires?

CUSTOMER FOUR
He's got the Barbecue Beef, I've got
a Chili-Beef Deluxe.

SARAH
Okay, who gets the Burly Beef?

CUSTOMER AT NEXT TABLE

Miss, we're ready to order.

In the process of setting down all the plates Sarah knocks
over someone's water glass.

SARAH
(mopping frantically)
Oh, sorry. That's not real leather,
is it?

As she cleans up the spill, a kid at the next booth reaches
over and dumps a scoop of ice cream into the top pouch of
Sarah's apron She stares down at the mess melting over her
hard-earned and sags with defeat. NANCY, a plump, gum-chewing
waitress, stops beside her to whisper.

NANCY
Look at it this way: in a hundred
years, who's gonna care?

CUT TO:

EXT. SUBURBAN STREET - DAY

ANGLE on a standard-issue L.A. suburban street with kids
racing Big Wheels B.G.

LOW ANGLE with the FRAME comprising a single house, toy-
littered lawn and mailbox. EXTREME F.G., by the curb, is a
CHILD'S PLASTIC TRUCK.

There is the sound of a CAR ENGINE approaching, and the front
of the yellow Maverick appears, stopping at the curb. Its
front tire CRUSHES the toy.

PANAGLIDE ON TERMINATOR, preceding him as he steps out of
the car, pauses by the mailbox to check the name, and strides
toward the house.

A YOUNG BOY, playing in the driveway, watches him pass. The
boy's DOG, a small Terrier, growls low and mean, crouching
back from Terminator.

He rings the doorbell and waits, motionless.

The door opens a few inches, held by a security chain,
revealing a frail MIDDLE-AGED WOMAN in apron and rubber
cleaning gloves.

TERMINATOR
Sarah Connor?

WOMAN
No, she's upstairs. Who shall I say
is --

Terminator breaks the chain and pushes past her as if she
didn't exist.

CUT TO:

INT. HOUSE/FOYER

PANAGLIDE ON TERMINATOR, preceding his as he crosses the
foyer and mounts the stairs. The woman starts after him.

WOMAN
What do you think you're -- My God!

She gasps and stops in her tracks as Terminator smoothly
pulls the .45 from under his jacket and snaps the cocking
slide.

WOMAN
(screeching)
Oh my God... Sarah!

CUT TO:

INT. BEDROOM

Installed on her bed for an afternoon of 'soaps' is the WRONG
SARAH CONNOR. ELECTRODE PADS exercise her doughy thighs as
the 35 year old divorcee watches "GENERAL HOSPITAL". She
calls out distractedly:

WRONG SARAH CONNOR
What is it, Mom?

She jumps as the door BANGS open. And stares in dumb amazement
as the good-looking, intense-eyed man in the strange clothes
raises a pistol.

And aims it at her face.

It all seems less real than "GENERAL HOSPITAL" in that half-
second before he FIRES.

CUT TO:

INT. FOYER

The mother is fumbling with a telephone when she hears the
SHOT. The silence stretches for several BEATS. Then FIVE
MORE SHOTS are heard.

The woman screams and drops the phone as she stares upward.

ANGLE ON CEILING above her. With each successive shot a chuck
of plaster explodes off the ceiling.

CUT TO:

INT. BEDROOM

LOW ANGLE ON TERMINATOR, standing with the .45 aimed down at
the dead woman, just OUT OF FRAME on the floor. He unhurriedly
removes the spent clip, reloads the weapon and replaces it
under his jacket.

Crouching down, he turns the woman's body over, confirming
that she is dead.

CUT TO:

INT. FOYER

The mother is frantically dialing the phone. She mis-dials,
starts over. Then stops as she hears the bedroom door open.

Terminator stands at the head of the stairs.

His hand is bloody where he grasped the dead woman's shoulder.

He starts down the stairs.

The mother stands paralyzed, unable to breathe.

He reaches the main floor and walks toward her.

She edges into a corner, eyes wide.

He reaches out.

And wipes his hands clean on her apron.

Terminator walks out, without expression, leaving the woman
to sag to the floor in a faint.

CUT TO:

INT./EXT. SERVICE TUNNEL - DAY

TIGHT ON KYLE REESE'S HANDS as they make the last few strokes
with a hacksaw to sever the wooden stock from the riot gun.
It clatters to the ground, leaving a short stump, like a
pistol grip.

CUT WIDER as Reese hefts the weapon. He is crouched in an
underground service tunnel below a busy street. Shadows of
people walking across a grating in the sidewalk above him
flicker past. They can't see him in the darkness below their
feet as he checks the gun's action carefully. He slips it
under his overcoat where it hangs from a jerry-rigged sling.

CUT TO:

EXT. STREET - DAY

Reese emerges from a stairwell behind a service station, his
overcoat done up to the top button.

He walks through the sparse morning crowd on the cluttered,
overbuilt commercial street.

He is out of sync.

A stranger in a strange land.

He holds himself tightly reined, cautious and feral as he
moves among the unconcerned pedestrians.

His eyes flick rapidly about.

He is seeing this Babylon for the first time.

Reese stops at a hole-in-the-wall take-out stand. He watches
people walk away with food. Moves closer. Scrutinizes the
next man as he orders.

TAKE-OUT CUSTOMER
Gimme a falafel with yogurt dressing
and, uh, Baco-bits.

The counterman hands him his food and change wordlessly as
Reese steps up.

REESE
Gimme a falafel with, uh, yogurt and
Baco-bits.

The counterman barely looks up as he passes the mess through
the window.

COUNTERMAN
That'll be one-sixty.

He glances up and Reese is gone. He leans half out the window.

COUNTERMAN
Hey! Son-of-a-bitch.

CUT TO:

EXT. ALLEY - DAY

Reese crouches in an alley, out of sight of passersby, wolfing
his food. The sauce runs down his sleeve but he doesn't
notice.

CUT TO:

INT. BIG BOB'S/DINING AREA - DAY

An old man with a shrunken, ungenerous face scowls at the
menu as Sarah wipes the tabletop in front of him.

SARAH
I haven't seen you in here lately,
Mr. Miller.

MR. MILLER
What's it to ya?

SARAH
You must have a girlfriend.

MR. MILLER
That's none of your business.

SARAH
Aha! Is she young?

Mr. Miller lowers his menu and glares at her.

MR. MILLER
Compared to me she is. How come you're
not at the cash anymore? They catch
ya stealing?

SARAH
(smiling)
What's it to ya?

When she leaves, the old man is grinning, behind the menu,
where no one can see him.

CUT TO:

INT. BIG BOB'S/SERVICE CORRIDOR

Sarah rounds the corner, walking fast as she undoes her apron.
She calls out to the walls without looking up.

SARAH
I'm on break, Chuck. Carla's got my
station.

As she approaches the locker room where the girls take their
coffee breaks, the door bursts open and Nancy beckons to
Sarah.

NANCY
(excitedly)
Hurry up. It's about you... I mean
sort of... Come on!

CUT TO:

INT. BIG BOB'S/BREAK ROOM

Nancy guides Sarah to the small black and white portable TV
in the corner. Two other girls, smoking cigarettes with their
shoes off and nyloned feet on the table, are already watching.
One glances at Sarah.

WAITRESS
Hey, Sarah. This is weird.

They huddle around the set, intent on a newscast in progress.

TV ANCHORWOMAN
...and a police spokesman at the
scene refused to speculate on a motive
for the execution-style slaying of
the Encino housewife. He did however
say that an accurate description of
the suspect has been compiled from
several witnesses. Once again, Sarah
Connor, thirty-five, mother of two,
brutally shot to death in her home
this afternoon.

As the news grinds on, Sarah gazes unseeingly at the screen.
Nancy claps her on the shoulder, laughing.

NANCY
You're dead, honey.

CUT TO:

EXT. HEALTH CLUB - DUSK

Sunlight is dying when Sarah swings her moped to the curb in
front of the 'GOOD LIFE SPA', a large, crowded health club.

CUT TO:

INT. HEALTH CLUB/AEROBICS STUDIO

MUSIC BOOMS and masses of leotarded cellulite sway in close
F.G. as CAMERA DOLLIES along a row of panting, stretching
women. In deep B.G. Sarah slips in through the door and waits
against the wall while the human dynamo, GINGER VENTURA,
leads the class energetically. Ginger, Sarah's roommate, is
a party-stopper. Red-haired, athletic, sensuous. She's pretty
enough when still, but stunning in motion. And she's in
motion.

Ginger yells commands and cheerfully dives into contortions
to the BEAT of a MOTOWN FAVORITE.

MARCO, a handsome, well-defined guy wearing a tight STAFF T-
shirt, strolls up for a drink at the water fountain next to
Sarah.

MARCO
Hi. I've seen you around. You're
cute. Cute I remember.

SARAH
I'm Sarah. Ginger's roommate.

MARCO
Yeah, right. I'm Marco.

The dance tape ends.

GINGER
...and three aaand four! And that's
it ladies! Now, didn't that feel
good?

The group collapses ensemble. A chorus of groans.

GINGER
Let's think positive or next time
I'll play the FM version.

Ginger walks over to Sarah as the class disperses. Marco is
leaning on the wall next to Sarah, who is enjoying the
attention.

SARAH
...yeah, really? Say something in
Italian.

Before Marco can reply, Ginger pulls the front of his gym
shorts out and peers down. She shakes her head.

GINGER
You're wasting your time, kiddo.
Let's go.

She grabs Sarah by the arm and pulls her out the door. Sarah
catches a glimpse of Marco's expression over her shoulder as
the door closes.

CUT TO:

INT. HEALTH CLUB/STAIRS AND CORRIDOR

PANAGLIDE WITH THE TWO GIRLS, as they descend to the first
floor and enter a hallway.

Sarah is gasping with laughter.

SARAH
(weakly)
I don't believe you did that.

Ginger is adjusting her ever-present WALKMAN-TYPE CASSETTE
PLAYER at her hip. She slips on the earphones as they walk
along.

Sarah feigns outrage.

SARAH
I had him hooked. He was just about
to ask me out. I could tell.

GINGER
That guy's a jerk. I did you a favor.

SARAH
I'll do the same for you sometime.

Sarah laughs and claps her friend on the back. They turn in
at a door marked WEIGHT ROOM.

CUT TO:

INT. WEIGHT ROOM

SEVERAL ANGLES, on glistening arms, legs, torsos merging
into bio-mechanical kinetic sculptures with the chrome-steel
levers and tubes. The CRASH and SQUEAL of metal against metal.

In F.G., two Conan-esque arms thrust upward, glistening.
Ginger's boyfriend, MATT McCALLISTER, the assistant manager
of the club, strains out his last reps, bench-pressing
enormous weight on the Nautilus machine.

Despite his imposing appearance, Matt is one of the warmest
people you'd ever want to meet.

His face is contorted, muscles knotted for the last push. He
heaves it up with a guttural cry.

Lowering his weights with a CLANG, Matt lies panting, arms
dangling at his side, eyes closed.

A pair of female legs appear.

GINGER (V.O.)
What's this? Sleep therapy?

Matt opens his eyes.

GINGER
You think somebody's gonna do this
for you? Look at those shriveled
bi's. And you haven't worked lat's
or ab's since Wednesday.

MATT
(smiling)
Hello, sweetheart. Had a rough day?

GINGER
(softening)
Come here, wimp.

She leans down as he sits up and they meet in a kiss that's
bad for the other guys' discipline.

Sarah waits until they break the clinch to speak.

SARAH
Hi, Matt.

Matt look backwards over the bench, and replies, upside-down.

MATT
(grinning broadly)
Heeey! It's my favorite Sarah. Hi,
babe.

Ginger pulls the pin on Mat's weights and re-inserts it
beneath the entire stack, the maximum weight.

GINGER
Alright, warm-ups are over. Back to
work, Bunky.

Ginger re-adjusts her headphones as the two girls walk away.

MATT
'Bye beautiful. You too, Ginger.

Two weightlifters nearby look at each other, than at Matt.

WEIGHTLIFTER
Bunky?

CUT TO:

EXT. HEALTH CLUB/STREETS - DUSK

Sarah lurches away from the curb on her moped, almost spilling
Ginger who is attempting to ride double. They swing out onto
a main thoroughfare and careen through the bumper-to-bumper
traffic.

Sarah maneuvers deftly though overloaded and unstable. Ginger
doesn't know whether to laugh of scream at the near-misses.

She does both.

CUT TO:

EXT. STREET/CONSTRUCTION SIGHT - DUSK

On a side street the girls pass an excavation site between
high-rises. They pass OUT OF FRAME as CAMERA HOLDS on the
construction area and Ginger's shrieks fade.

In the F.G., under an overpass, Reese sits is a car watching
the powerful machines moving earth.

He's in a late-model non-descript GREY SEDAN, one of a row
of cars gathering dirt beside the construction site.

Crab-armed back-hoes and massive caterpillars ROAR through a
curtain of dust, under intense floodlights. A power-shovel
moves its great arm, lighting its own way with an arc-light.

CUT TO:

INT. GREY SEDAN

Reese sits motionless in the dark. Waiting. The clock in
the dash ticks quietly.

He flips on the radio. A fatuous POP ROCK STATION.

Reese fishes a magazine off the dirty floor. His overcoat is
off, draped over the shotgun on the seat beside him.

His bare arms are sinewy and scarred.

Reese flips the page of COSMOPOLITAN.

He look at the glossy photos, the glossy women.

Fantasy women. Svelte and seamless.

The ads fascinate him too: Caribbean vacations and blended
whiskeys.

His head sags against the door.

He gazes dully at the tracks of a passing CATERPILLAR as
they chew through the dirt.

The ROAD and CLATTER of treads intensifies as his eyes close.

CUT TO:

EXT. MELTED RUINS - NIGHT

TIGHT ON A GLEAMING STEEL TREAD as it grinds through debris.
The debris is ferroconcrete, girders, and jackstraw heaps of
HUMAN BONES, burned black.

There is the sound of EXPLOSIONS, distant, and an intermittent
electronic WHINE. Incredibly bright searchlights play over
the ground. PANNING with the moving treads through twisted
wreckage, F.G.

The screen WHITES OUT with a BLAST, very close. As the debris
clatters down, a helmetted head snaps up into FRAME, EXTREME
F.G.

The visor of the HIGH-TECH HELMET is shattered, presumably
by the explosion. The wearer rips it off, revealing a younger
Reese, minus his burn scar.

His face is bathed in sweat, lit by the glow from a CRT SCOPE-
SIGHT on a strange-looking rifle.

The sound of SCREAMS and HOARSE SHOUTS not far off, and a
continuous low murmuring of RADIO CHATTER, grid coordinates,
casualties, unit placements, medic requests.

Reese looks over his shoulder at his teammate, a GIRL of
about sixteen, gaunt, dirty, heavily armed like himself.

DOLLYING as they start to belly crawl through the bones and
wreckage.

Reese looks up.

Through spires of a collapsed building a terrifying SPHINX-
LIKE SHAPE moves against the sky... obscured by dust and
blinding sweeps of its searchlights.

Though we see little, this is an H-K, Hunter-Killer mobile
ground-unit.

Reese crawls, pacing the H-K, under and through, on elbows
and knees, past mounds of charred skulls. They pass the BODY
OF A CHILD, a boy of about 10, center-punched with a smoking
hole. The boy clutches a rifle.

More bodies. Some in rags, some in uniforms like theirs.

WOMEN. OLD MEN. CHILDREN. They're all dirty and gaunt,
scabrous. And still bleeding. Reese scrabbles past a dark
rat-hole and there are human rats in it. Some of them are
sobbing, or screaming.

Another EXPLOSION.

The GLARE lights the huddled few.

Human vermin with mud-caked weapons that haven't been invented
yet. Soldiers in a nightmare war.

Reese and his teammate stop behind a blasted wall, having
outflanked the massive H-K. Its flashing blue lights flick
across the walls, its searchlights sear through the debris.

WIDER, showing the H-K more clearly... a blast-scarred CHROME
LEVIATHON, with hydraulic arms folded mantis-like against
its 'torso', and huge underslung GUN TURRETS.

Reese leaps up and straight-arms a satchel-charge into its
path. One tread rolls over the explosive.

Guns and searchlights swivel. The head turns ponderously.
Reese's partner rises, poised to throw hers.

A POWER-BOLT catches her at the top of her arc, BLOWING HER
INTO RED MIST.

Reese is knocked down by the concussion. Gets up, running,
as the charges blow.

The H-K's tread carriers are RIPPED APART.

It lurches to a stop, burning.

The following SEQUENCE is extremely FORESHORTENED.

CUT FAST. IMPRESSIONS ONLY.

Running.

Explosions light the ruins like flashbulbs.

ENERGY WEAPONS criss-cross the night like tracers.

LOW ANGLE, up past the burning H-K as its flying counterpart,
an AERIAL H-K, arcs into view with a TURBOJET WHINE.

Reese hauls two survivors of his unit into a PERSONNEL
CARRIER, a CHEVY CAMARO with steel plate welded over it and
the roof cut away to access the 50 CALIBER MACHINE GUN.

It's stripped and rusted and bullet-riddled, glassless. The
TIRES are OFF-ROAD and very gnarly.

They're driving through the ruins, up and over and through.
Reese drives like a demon. Under other circumstances it would
be considered insane. Here it is merely very good.

The machine gun CHATTERS.

A BLACK SHAPE descends, a demon with searchlights.

A BOLT OF LIGHT.

Reese's car flips like a kicked beer can, rolling and
crumpling. He's pinned in the wreck, bloody, screaming despite
his training. The only other survivor, an emaciated BOY of
twelve, is pulling for all he's worth to drag Reese out before
it burns.

CUT TO:

EXT. STREET/GREY SEDAN - NIGHT

CLOSE ON A BOY, about twelve, clean and healthy, wearing a
blue plastic DODGERS HELMET. He reaches through the window
of the sedan.

BOY
Hey, mister...?

CUT TO:

INT. GREY SEDAN

Reese's eyes open in a split-second, and suddenly there is a
SHOTGUN MUZZLE AIMED RIGHT AT US.

Reese quivers with a curious spasm, similar to the tremors
of his arrival, and blinks at the boy.

The boy is white-faced, staring down the bore. He backs away.
We see that he is straddling a bicycle.

CUT TO:

EXT. GREY SEDAN - NIGHT

The boy's SISTER, slightly younger and also on a bicycle,
can't see the shotgun from where she's waiting.

SISTER
(taunting)
See, I told you he wasn't dead. You
owe me Baskin Robbins.

The boy rides past her list a shot.

BOY
(urgently)
Come on. Just come on.

CUT TO:

INT. GREY SEDAN

Reese relaxes slowly, the voltage draining out of him.

INSERT - MACRO, Reese's finger on the trigger is white with
pressure. He slips the safety to the OFF position. The gun
can now be fired.

He sets it on the seat and reaches for the dangling ignition
wires, starting the car.

CUT TO:

EXT. STREET/OVERPASS - NIGHT

Lit by streetlights, the car moves away with it lights off
and vanishes in the shadows.

CUT TO:

INT. SARAH'S APARTMENT/BATHROOM/LIVING ROOM - NIGHT

Sarah and Ginger are crammed into the tiny bathroom, becoming
inextricably tangled in each other's cords as they blow-dry,
curl hair, and apply make-up. Ginger has her headphones
inverted under her chin but in place, and is bouncing to
music as she dries her hair. She is wearing a short terrycloth
bathrobe that reveals the greater part of her legs. Sarah is
in a skirt and bra.

The phone rings and Sarah goes out into the living room to
get it.

SARAH
(answering the phone)
Hello?

VOICE (V.O.)
(on phone, deep and
breathy)
First I'm going to rip the buttons
off your blouse, one by one... then
run my tongue along your neck, down
to your bare, gleaming breasts...

Sarah cups her hand over the mouthpiece and calls out matter-
of-factly:

SARAH
Ginger! It's Matt.

She resumes listening.

MATT (V.O.)
...and then slowly pull your jeans
off inch by inch and lick your belly
in circles, further and further
down... then I'll pull off your
panties with my teeth...

Sarah is repressing laughter.

SARAH
(crossly)
Who is this?

Silence. Then Matt realizes to his horror who he's been
talking to.

MATT (V.O.)
Oh my God! Sarah! Oh, shit. Jesus,
I'm sorry. I thought you were... Can
I talk to Ginger?

SARAH
Sure, Bunky.

As Ginger approaches, Sarah hands her the receiver and goes
into the bedroom.

GINGER
Hello?

MATT (V.O.)
First I'm gonna rip the buttons off
your blouse...

CUT TO:

BEDROOM

Sarah picks up four blouses on hanger lying on the bed and
goes back into the hallway.

CUT TO:

INT. LIVING ROOM

Ginger is still listening to Matt, nodding, as Sarah enters
and starts holding the blouses against herself one by one
for Ginger's inspection.

SARAH
What do you think?

GINGER
(covering mouthpiece)
Great.

Sarah hold up another one.

SARAH
How about this?

GINGER
Great.

SARAH
You're a big help.

GINGER
(advisory tone)
Alright, the beige one.

SARAH
I hate the beige one.

GINGER
(same advisory tone)
Don't wear the beige one.

Sarah gathers up the blouses and walks out.

SARAH (V.O.)
This guy's probably a schmuck and I
don't care what I wear.

A couple of BEATS, and she's back in the doorway with a
concerned expression.

SARAH
You think the beige?

CUT TO:

EXT. VENICE STREET - NIGHT

An unmarked car with a clamp-on light and siren blaring
screeches to the curb behind two marked black-and-whites in
front of a funky Venice apartment building. A small crowd
is gathered around the front steps. LIEUTENANT ED VUKOVICH,
Homicide Division, gets out of the car and strides through
the crowd. He's fiftyish, short, but square and solid, a
human bulldog gone a little to paunch.

He chews Juicy Fruit gum like a maniac: a chain-chewer. He's
homely as an old boot. And he's not a smart cop, he's a wise
one; rarer still. The onlookers, gathered patiently for their
ten second glimpse of something under a sheet, separate for
him to pass.

CUT TO:

INT. VENICE APARTMENT BUILDING/STAIRWELL/APARTMENT

CAMERA PANAGLIDES AHEAD OF VUKOVICH, as he climbs the
switchback staircase two steps at a time. He passes TWO
UNIFORMED COPS at the doorway of a second-floor apartment,
and enters to find a quiet flurry of activity. Several
DETECTIVES and a PHOTOGRAPHER prowl around, taking evidence,
taking pictures.

In the center of the living room floor is the body of a young
woman, crumpled face down in a small lake of blood. Two bags
of groceries lie split open on the floor in front of her.

Vukovich glances up as he is joined by DETECTIVE SGT. TRAXLER.
Traxler is black, lean and very jaded.

VUKOVICH
Give me the short version.

TRAXLER
Six shots at less than ten feet.
Weapon was a large caliber --

Vukovich is looking at the body.

VUKOVICH
No shit.

Traxler turns to a passing DETECTIVE.

TRAXLER
Come on. man. Don't track it all
over. It's unprofessional.

He turn back to Vukovich, gesturing at the body.

TRAXLER
Okay, let's see... Got a positive on
her. She's Sarah Connor, works as a
legal --

VUKOVICH
(interrupting)
That can't be right. That's the name
of the one Valley Division mopped up
this afternoon.

Traxler slips something off his clipboard and hands it to
the Lieutenant.

TRAXLER
Here's her driver's license.

VUKOVICH
(pondering)
You gotta be kidding me. The new
guys'll be short-stroking it over
this one. A one-day pattern killer.

TRAXLER
I hate the weird ones.

CUT TO:

INT. SARAH'S APARTMENT/BATHROOM

Sarah poses with Ginger in front of the mirror. They are
dressed, made-up, hair-styled and READY.

GINGER
(studying their
reflection)
Better than mortal man deserves.

Sarah grins and goes into the other room.

CUT TO:

INT. LIVING ROOM

Sarah walks around the room, searching for something.

SARAH
(calling)
Ginger, have you seen Pugsley?

Ginger enters, stopping beside their phone answering machine.

GINGER
Not lately. Did you check messages?

SARAH
(still looking)
I thought you did.

She checks under the couch, then behind the drapes. She bends
down.

SARAH
(from beside curtains)
Come here young man. Mind your mother.

C.U. - PUGSLEY, as the GREEN IGUANA cocks its head, blinking
vapidly.

RESUME WIDE, Sarah lifts the three foot long lizard from his
perch on the windowsill. She gives the complacent reptile a
kiss on its blunt snout.

GINGER
(groaning)
Totally nauseating.

Sarah drapes the lizard across her shoulders where it sits
contentedly as she looks for her purse. Ginger has been
rewinding the message tape. She punches PLAY and a MALE VOICE
is heard.

VOICE
(recorded)
Hi, Sarah... Stan Morsky. Uh,
something's come up and it looks
like I won't be able to make it
tonight. I'm really sorry. Call you
in a day or so. Sorry. 'Bye.

Sarah stands still, crestfallen.

GINGER
That bum. So what if he has a Porsche,
he can't treat you like that... it's
Friday night for crissakes.

SARAH
(slumping)
I'll live.

GINGER
I'll break his kneecaps.

Sarah resignedly slips Pugsley off her shoulders.

SARAH
You still love me, don't you, Pugsley?

She places Pugsley in a large terrarium with a 'BEWARE OF
DOG' sign taped on the side.

SARAH
I'm going to a movie, kiddo. See
ya'. You and Matt have a good time.

GINGER
(as Sarah exits)
We will, kiddo.

CUT TO:

INT. PARKING GARAGE - NIGHT

Sarah is a small figure in the shadowed echoing garage of
her building.

CONVERGING DOLLY, PACING HER, as she passes the stalls with
their inky shadows.

The light near her moped is out.

She fumbles in the dark to unlock the chain.

She looks up.

Did she hear something... masked by the rattle of the chain?

POV - SARAH, there is no movement for the length of the
garage.

ON SARAH - C.U., inexplicably nervous.

She stows the chain and starts the bike. It whines
reassuringly.

Sarah jumps on and whirs out of the garage.

CUT TO:

INT. CAR/NEARBY - NIGHT

Sarah is visible through the windshield as she pulls onto
the street.

PAN WITH HER to reveal Kyle Reese, hunched down in shadow,
watching. He puts the car in gear and pulls out to follow
her receding tail-light.

Streetlights flash across his face, in stark-lines profile.
Mouth cruel where the scar tugs at it.

CUT TO:

INT. DIVISION HEADQUARTERS - NIGHT

DOLLYING WITH VUKOVICH and TRAXLER, as they pass through a
group of REPORTERS. Mostly newspaper stringers but there is
also one bored local TV MINICAM CREW.

REPORTER
...Lieutenant, are you aware that
these two killings occurred in the
same order as their listings in the
phone book?

VUKOVICH
No comment.

He and Traxler enter their office and shut the door.

CUT TO:

VUKOVICH'S OFFICE

Vukovich drops his gun in the wastebasket, picks up a cup of
coffee from his desk and uses it to wash down a handful of
aspirins. Traxler grimaces.

TRAXLER
That stuff's two hours cold.

VUKOVICH
(nodding absently)
I know.

TRAXLER
(eyeing him)
I put a cigarette out in it.

Vukovich, lost in thought, turns on him suddenly.

VUKOVICH
Did you reach the next girl yet?

TRAXLER
No. Keep getting an answering machine.

VUKOVICH
Send a unit.

TRAXLER
I already did. No answer at the door
and the apartment manager's out. I'm
keeping them there.

VUKOVICH
Call her.

TRAXLER
I just called.

VUKOVICH
Call her again.

Traxler picks up the phone and begins to dial her number as
Vukovich sets down his coffee cup, unwraps a stick of gum
and pops it in his mouth.

VUKOVICH
Got a cigarette?

CUT TO:

INT. SARAH'S APARTMENT - NIGHT

CLOSE ON PHONE, connected to the answering machine. The
outgoing message trigger after the second ring.

GINGER'S VOICE
(machine V.O.)
Hi there.
(long pause)
Ha ha ha, fooled you. You're talking
to a machine, but don't by shy, it's
okay. Machines need love too, so
talk to it and Ginger, that's me, or
Sarah will get back to you. Wait for
the beep.

As the message plays, CAMERA DOLLIES OFF the phone machine
and down the corridor of the dark apartment. As the bedroom
door draws near, Ginger's recorded voice fades and is
superceded by CRIES and MOANS.

CUT TO:

INT. BEDROOM

FULL SHOT, framed against the streetlit curtains, Ginger and
Matt from a beautiful tableau of lovemaking in silhouette.
Their perfect bodies glisten with backlight as they strain
in passion.

CLOSER - TIGHT TWO, revealing that Ginger is wearing her
earphones. Matt, without breaking rhythm, reaches out to the
night table and thumbs the volume higher.

Ginger cries out louder, apparently enjoying his sure touch
on her volume control.

CUT TO:

INT. DIVISION HEADQUARTERS - NIGHT

Traxler hangs up the phone.

TRAXLER
Same shit.

VUKOVICH
I can hear it now, it's gonna be the
goddamned 'Phone Book Killer'.

TRAXLER
I hate the press cases. Especially
the weird press cases. Where you
going?

VUKOVICH
(heading for the door)
To make a statement. I'm gonna give
them the name. Maybe the jackals can
help us out for once.

He looks at his watch, then straightens his tie.

VUKOVICH
If they can get this on the tube by
eleven, she may just call us.
(pause)
How do I look?

TRAXLER
Like shit, boss.

Vukovich goes out and the Minicam light hits him as the door
closes.

CUT TO:

INT. PIZZA PARLOR - NIGHT

TIGHT ON A TV SCREEN, a news cast in progress.

ANCHORMAN (V.O.)
...police had no further comment on
the apparent similarity between the
shooting death of an Encino woman
earlier today...

CUT WIDE to show Sarah watching the TV which is suspended
over the bar. The place is a crowded, post-movie hangout,
raucous with laughter and videogames. The newscast continues,
ignored by all except Sarah.

ANCHORMAN (V.O.)
...and this almost identical killing
two hours ago of a Venice resident
with virtually the same name. Sarah
Ann Connor, a 24 year old legal
secretary, was pronounced dead at
the scene in her beachfront
apartment...

A customer gestures for the bartender's attention.

CUSTOMER
Hey, can we change this and catch
the ball scores.

BARTENDER
(reaching for the
knob)
Sure.

Sarah leaps half over the bar, startling everyone.

SARAH
(shouting)
Leave it where it is!

ANCHORMAN (V.O.)
...no other connections between the
two victims has been established.
(pause)
On a lighter note, these was cause
for celebration at the L.A. Zoo today,
as...

Sarah leaves her half-finished pizza and beer, getting up in
a daze. Followed by puzzles glances, she makes her way through
the crowd.

CUT TO:

INT. PIZZA PARLOR HALLWAY

In the crowded hallway by the restrooms, Sarah goes to the
single payphone and seizes the directory. She flips rapidly
through it, then stops, looking down.

She sees that her name is next on the list.

The book slips out of her fingers.

Sarah turns and scans the crowd.

She's getting looks, covert and otherwise, like any
unaccompanied girl on a Friday night. But is that all they
mean?

Sarah back into the women's restroom.

CUT TO:

INT. RESTROOM

Sarah stumbles numbly to the sink.

She splashes her face with cold water. In the mirror her
terrified reflection looks back. Why me?

She hears a loud clatter and spins around.

It's just a drunken woman fumbling with a toilet stall door.

Sarah edges back out into the corridor.

CUT TO:

INT. HALLWAY

Sarah walks stiffly to the pay phone.

It's OUT OF ORDER.

CUT TO:

EXT. STREET/SIDEWALK - NIGHT

Sarah exits the pizza place into the sparse crowd on the
sidewalk. As she passes a figure leaning against the wall
just outside, the man turns his head to watch her.

It is Reese, his gaze impassive.

Streetlight catches the burn scar on his cheek.

He is motionless, sinister in his long coat.

Sarah shudders.

She walks on.

POV - SARAH, ON CROWD, moving toward and through approaching
groups of pedestrians. They seem to be glancing at her. Was
it always like that and she just never noticed?

C.U. - SARAH as she look over her shoulder.

POV - SARAH, ON PIZZA PARLOR DOORWAY. Reese is gone.

She resists the urge to run.

On the opposite side of the street an LAPD cruiser glides
slowly by. Sarah is about to call out but a bus blocks her
view and when it had passed, the car is turning away down a
side street.

She passes a large window with STOKER'S written on it, and
ducks quickly through the door.

CUT TO:

INT. STOKER'S - NIGHT

ANGLE THROUGH WINDOW, SARAH F.G., as Reese approaches. Her
knuckles clench white as he reaches the entrance and walks
by, unhurriedly, without a glance inside.

She turns and scan the gloomy interior, which reveals itself
to be less than savory. Pool tables and upper-middle lowlife
in submarine depths of smoky haze.

Sarah draws stares, menacing in their own right, as she weaves
between the pool tables to the back of the bar. her hands
are trembling as she drops a dime in the pay phone and dials.

VOICE (V.O./RECORDED)
You have reached the Los Angeles
Police Department Emergency Number.
All lines are busy. If you need a
police car sent out to you, please
stay on the line...

Sarah holds the receiver pressed to her ear, glancing around,
fear feeding on frustration.

CUT TO:

EXT. SARAH'S APARTMENT BUILDING - NIGHT

An LAPD black-and-white sits at the curb in front of Sarah's
building with two cops inside, drinking coffee. Through the
open window we hear the dispatcher's voice on the radio.

DISPATCHER (V.O.)
...two eleven in progress at Seven-
Eleven market, Third and Tamarac.
One suspect believed to be armed...

The car pulls out with lights and siren on.

A moment later, Terminator rounds the corner of the building
and climbs the stairs to the entryway.

He surveys the bank of call buttons, then turns to consider
the barred security gate.

CUT TO:

INT. SARAH'S APARTMENT - NIGHT

PANAGLIDE WITH GINGER as she ties her terry-cloth robe and,
leaving Matt in a dead sleep, pads through the dark apartment.

Down the hall, past the phone with Traxler's message.

Through the dark living room.

She has her Walkman in the pocket of her robe and bops to
herself in the silent gloom as she enters the kitchen.

When she opens the refrigerator to remove snack fixings, the
light briefly illuminates the kitchen and in that moment,
SOMETHING MOVES in the F.G.

TIGHT ON GINGER, MOVING WITH HER as she backs toward the
counter with her arms full of snack stuff.

A SUDDEN CRASH. A flurry of motion behind her.

She spins, dropping half her load.

Ginger fumbles for the lightswitch.

Revealing Pugsley, sitting there blinking innocently among
overturned spice bottles on the counter-top.

GINGER
Shoo. Go on. I'll make a belt out of
you.

Pugsley disappears into a large fern by the window and Ginger
sets about her task, slathering crunchy peanut butter on
stalks of celery.

CUT TO:

INT. BEDROOM

MEDIUM ON MATT, as rustling curtains play patterns of
streetlight over his sleeping face.

The sound of a faint breeze.

In the B.G. is the balcony, empty. The sliding door is open.

TIGHT ON MATT, as his eyes open at the sound of a quiet,
repeated CLICKING.

UP ANGLE - PAST MATT, as the five-inch blade of an industrial
razor-knife reaches full extension in Terminator's hand,
right above him.

It slashes viciously downward.

Matt rolls and the pillow is SLIT OPEN where his throat had
been.

MATT
Whoah!

Terminator catches him by the hair and slashed down again.

Matt grabs the wrist in both hands.

The enormous muscles of his arms, which seem capable of bench
pressing a Chrysler, strain and knot against the pressure of
the killer's single arm...

And still the blade moves closer to his throat.

With a final heave Matt deflects the down-pressure sideways
and the blade snaps with a CLINK against the headboard.

HANDHELD WITH MATT as he rolls off the bed, spins and slams
his fists together into Terminator's temple. He picks up a
brass deco lamp and brings it down with piledriver force.

Unperturbed, Terminator knocks the lamp away and hurls Matt
over the bed.

CUT TO:

EXT. BALCONY - NIGHT

Matt crashes through the glass doors and slams against the
balcony railing.

CUT TO:

INT. KITCHEN

Oblivious to the noise, Ginger croons in rock-and-roll
ecstasy, singing to a celery stalk as if it were a microphone.

CUT TO:

EXT./INT. BALCONY AND BEDROOM - NIGHT

Matt heaves himself up, powerful body gleaming with sweat
and hurls himself upon the intruder.

The titans CRASH INTO A DRESSER, reducing it to kindling.

Then into the closet door, EXPLODING THE FULL-LENGTH MIRROR.

Terminator places one hand on either side of Matt's barrel
chest. SINKS HIS FINGERS INTO THE FLESH. An inhuman grip.

Matt is raised off the floor, contorted with agony, above
the other's head.

CUT TO:

INT. HALLWAY

DOLLY PRECEDING GINGER as she returns from the kitchen with
a plate full of celery stalks and a glass of milk. CAMERA
passes the closed bedroom door and STOPS, as Ginger pauses
to set the plate on top of the glass, freeing one hand to
open the door.

AN EXPLOSION OF SPLINTERS in close F.G. as a shape smashes
through the door right in front of her... Matt's body
propelled halfway through the door by enormous force.

Ginger shrieks and leaps back, flinging milk and all into
the air.

The door begins to open the pressure of Matt's body creates
resistance.

Ginger SCREAMS and back away.

The door is wrenched open and Terminator steps through with
the massive .45 drawn.

HANDHELD WITH GINGER, the walls blur by as she runs.

TIGHT ON TERMINATOR as the pistol RISES INTO FRAME, aligning
with his eyes. BOOM!

LOW FAST DOLLY WITH GINGER as the bullet punches into her
shoulder, pitching her on her face outside the bathroom door.

LOW WIDE ANGLE as she crawls forward, gasping, drowning.

The implacable figure looms behind her.

Her expression is agony and reeling, nauseating terror.

And incomprehension: Why am I suddenly dying?

Her eyes roll, showing the whites, like a horse tethered in
a burning stable.

CUT TO:

INT. BATHROOM

Ginger scrabbles pathetically for a grip on the tile floor
as she pulls herself into the bathroom.

She clutches the rim of the toilet.

LOW ANGLE PAST HER, ON TERMINATOR, as he stands behind her.

PAN UP, off her. He takes aim.

And empties the clip.

He calmly reloads.

CUT TO:

INT. HALLWAY/BEDROOM

CLOSE ON PHONE MACHINE, as the telephone rings loudly in the
ensuing silence.

Terminator spins, drawing an instantaneous bead on the source
of the sound, but doesn't fire.

GINGER'S VOICE
(recorded)
Hi there.
(pause)
Ha ha ha, fooled you. You're talking
to a machine...

C.U. - TERMINATOR, motionless, listening.

GINGER'S VOICE
(recorded)
...but don't be shy, it's okay.
Machines need love too...

Terminator turns abruptly back to Ginger's body. He turns it
over, assuring himself that she is dead.

GINGER'S VOICE
(recorded)
...so talk to it and Ginger, that's
me, or Sarah will get back to you.
Wait for the beep.

There is a loud tone and the incoming call is heard.

SARAH'S VOICE
(on machine)
Ginger, this is Sarah...

Terminator's head snaps back and he freezes, listening. He
rises slowly as Sarah's voice continues.

TIGHT ON HIS UNBLINKING EYES.

SARAH'S VOICE
(on machine)
...I'm in this sleazy bar called
Stoker's on Pico but I'm too scared
to leave. I'm really scared, kiddo...

CUT TO:

INT. STOKER'S BAR - NIGHT

Sarah cups the telephone's mouthpiece with her hand and
glances around frequently.

SARAH
(into phone)
...I think somebody's after me and I
sure hope you play this soon 'cause
I need you and Matt to come pick me
up. The police keep transferring me
around, but I'm going to try them
again.

CUT TO:

INT. SARAH'S APARTMENT/BEDROOM - NIGHT

SARAH
(B.G.)
The number here is 468-9175. Call
me, kiddo. I need you. It's Stoker's
on Pico. Bye.

Terminator is rapidly and methodically rifling the contents
of Sarah's small desk. SIREN'S WAIL, approaching.

He picks up a small card.

E.C.U. - CARD. It is Sarah's college I.D. card, complete
with color photo of her.

MACRO ON PICTURE.

E.C.U. - TERMINATOR'S EYES as he tosses the card down, after
a fraction of a second's scan. Picks up something else.

TIGHT ON SARAH'S ADDRESS BOOK, Terminator pockets this and
slips out the balcony door. Climbing over the railing, he is
gone.

CUT TO:

INT. STOKER'S BAR - NIGHT

Sarah is huddled, back to the wall, beside the phone.

SARAH
(on phone, upset)
...look, Lieutenant...uh, Vukovich,
don't put me on hold and don't
transfer me to another department...

CUT TO:

INT. VUKOVICH'S OFFICE - NIGHT

VUKOVICH
(on phone)
I won't. Now just relax. Where are
you?
(pause)
Yeah, I know it... on Pico. Are you
alright?

CUT TO:

INT. STOKER'S BAR - NIGHT

SARAH
(on phone)
Yes, but I don't want to leave. I
think this guy's following me.

CUT TO:

INT. VUKOVICH'S OFFICE - NIGHT

VUKOVICH
(on phone)
Alright, Ms. Connor. Listen carefully.
You're in a public place, you'll be
safe 'til we get there. Stay visible.
Don't go outside or in the restroom.
I'll be there in a few minutes.

He hangs up and grabs his coat, motioning to Traxler.

VUKOVICH
Let's roll.

CUT TO:

INT. STOKER'S BAR - NIGHT

Sarah takes a seat at a booth near the bar, and picks up a
dog-eared menu, but can't concentrate on it. She looks at
her watch and glances around.

CUT TO:

EXT. STREET - NIGHT

The yellow Maverick hurtles along an empty street.

CLOSER ANGLE as streetlight glare slashes across Terminator's
face in flaring pulses.

CUT TO:

INT. PLAIN CAR - NIGHT

Vukovich draws his Colt Python .357 Magnum and check the
load. Traxler is driving.

VUKOVICH
Let's see how this guy likes playing
hard-ball.

CUT TO:

INT. STOKER'S BAR - NIGHT

The waitress set a cup of coffee in front of Sarah.

WAITRESS
Anything else?

Sarah shakes her head "No" and contemplates her trembling
hands. She half-turns, catching a glimpse of herself in the
mirror behind the bar.

TIGHT ON SARAH, reflected in the mirror. In the F.G. a man
at the bar looks up from his beer, straight into her eyes.

It is Reese.

He gazes at her coolly for a moment, then glances away.

C.U. - SARAH, feeling trapped, frantic.

ANGLE ON FRONT DOOR as it opens and a figure stands
silhouetted briefly against a streetlight.

Reese turns, his eyes flickering to the mirror, the figure.

C.U. - REESE as he mechanically raises his beer. His knuckles
are white. He slowly undoes the top button of his overcoat.

There is a glint of metal in the shadows within.

Reese turns slowly on his barstool as the figure brushes
past him, out-of-focus F.G.

Sarah looks up.

E.C.U. - REESE'S HAND sliding slowly along polished steel, a
caress. His finger slips through the triggerguard of the
riot gun.

MEDIUM ON SARAH, as the man stops in front of her in close
F.G. He sits slowly in the booth opposite her. The angle is
OVER HIS SHOULDER.

SARAH
(uncertainly)
Lieutenant Vukovich?

REVERSE ANGLE - It is not Lt. Vukovich.

Terminator sits motionless for a BEAT.

Blue eyes so pure and deep. The eyes of a saint, perhaps.

The .45 is out and cocked and AIMED DIRECTLY AT CAMERA, almost
in one motion.

The bore seems enormous.

BACK ON SARAH, over the gun barrel, her eyes go wide. We
hold a BEAT, like a frozen slice of nightmare.

MEDIUM ON REESE as he whips the riot-gun to a hip-firing
position, his overcoat falling back with a snap. HE FIRES.

ON TERMINATOR, as the shotgun blast hits his arm and he FIRES,
simultaneously. Sarah screams as the .45 round blows stuffing
out of the booth seat inches from her face. Her hair is singed
by burning gunpowder. An involuntary cry is punched out of
her by the double concussions.

Reese is stroking up another shell as Terminator half-rises
from booth.

OVER REESE'S SHOULDER, as he fires, cocks the slide, fires
again, advancing on Sarah's booth.

Terminator is blown backward over the center divider, crashing
through the glasses and pitchers of beer on the table
opposite, and onto the floor.

Sarah is screaming, scrunched down in the booth.

Terminator is lying on his back at the feet of a table full
of drunk patrons.

He has two rifled 12 gauge slugs in his chest and one in the
arm.

The bar customers are frozen in the weird tableau, cowering,
gaping.

Sarah stops screaming.

Reese stand motionless, gun aimed.

In the sudden silence, the sound of him cocking the shotgun
is abnormally loud.

ON TERMINATOR, very still.

Then he smoothly rolls to a crouch and slips the UZI machine
pistol from beneath his overcoat, where it has been hanging
on a shoulder strap.

He doesn't seem too impaired as he swings around to fire.

Reese rolls like a cat and comes up firing.

A burst from the UZI rakes the bar where he stood.

An orgy of shattering glass.

Total pandemonium.

SEVERAL ANGLES as patrons of the bar run, scream or dive for
cover, depending upon their level of intelligence.

Reese slides through the glass to Sarah's booth and seizes
her wrists.

ON TERMINATOR, kneeling amid the chaos, raising the UZI one-
handed.

Reese tugs viciously on Sarah's arm and she sprawls across
the booth seat a moment before the divider and seat cushion
erupt with hits from the UZI.

ANGLE ON A RUNNING PATRON as a burst of 9mm fire catches him
in the chest. He pitches into Sarah's booth, pinning her.

Reese fires, ducks, fires again.

Tables crash over.

A window is blown out.

A table candle rolls into a pool of high-proof alcohol behind
the bar.

It ignites with a WHOOSH.

Reese feed two shells into the riot-gun.

TIGHT ON TERMINATOR, an island of slow, precise movement
amid the confusion. He drops a spent clip. Reaches for another
with his bloody hand.

MOVING WITH REESE as he vaults the row of booths and starts
firing. At point blank range he unloads the shotgun into
Terminator's belly.

CUT TO:

INT./EXT. STOKER'S/STREET - NIGHT

Terminator crashes backwards through two tables and a plate
glass window into the street.

CUT TO:

INT. STOKER'S BAR - NIGHT

The roaring fire behind the bar is spreading very quickly.
The air is thick with smoke.

Reese tosses the UZI, for which he has no ammo, into the
fire. He hauls the dead man off Sarah and reaches for her.

TIGHT ON SARAH, shrinking away from Reese, hysterical. When
he grabs her wrist she struggles, eyes wide.

C.U. - REESE, very intense.

REESE
Come with me if you want to live.

She looks where he is pointing.

CUT TO:

EXT. STOKER'S BAR/STREET - NIGHT

Terminator is rising unsteadily to his feet. Shattered glass
rains from him, except where it sticks to his blood-drenched
shirt and coat.

C.U. - TERMINATOR, as he slowly look up, his blue eyes
riveting STRAIGHT INTO THE CAMERA.

CUT TO:

INT. STOKER'S BAR - NIGHT

C.U. - SARAH, feeling a lightning blot of terror greater
than she could ever imagine as the cold gaze fixes on her.

SARAH
(awed whisper)
Oh my God...

CUT TO:

INT./EXT. STOKER'S BAR - NIGHT

PANAGLIDE PRECEDING TERMINATOR as he clambers back through
the window and starts through the burning bar.

CUT TO:

INT. STOKER'S BAR - NIGHT

PANAGLIDE MOVING IN ON REESE AND SARAH as he runs, dragging
her with him, toward the back.

REVERSE ON TERMINATOR, DOLLYING as he crashed through the
wreckage in the swirling smoke, hurling burning tables out
of his way.

CUT TO:

INT. KITCHEN/HALLWAY/EXIT CORRIDOR

PANAGLIDE FOLLOWING REESE AND SARAH, running headlong through
the cluttered kitchen, then down a narrow back hallway. Sarah
stumbles and Reese brutally pulls her to her feet without
slowing.

He hits a closed door, which crashes open.

Hauls Sarah through, into another corridor.

Slams and bolt-latches it.

An instant later an impact from the far side tears the latch-
screws half out of the wall.

They run on.

CUT TO:

INT. HALLWAY - NIGHT

Terminator takes a step back from the closed door and slams
into it again. It starts to give way.

Behind him the flames engulf a CAN OF CLEANING SOLVENT.

CUT TO:

INT./EXT. EXIT CORRIDOR/ALLEY - NIGHT

Reese and Sarah pelt down the narrow corridor, fling open
the outside door and spin out into the alley.

TIGHT ON DOOR at far end. It splinters open and Terminator
sprints down the corridor.

CUT TO:

INT. HALLWAY - NIGHT

The cleaning solvent EXPLODES.

CUT TO:

INT. EXIT CORRIDOR - NIGHT

DOLLYING AHEAD OF TERMINATOR, very fast, as he runs full-
throttle. Behind him a fireball of superheated gas hurtles
down the narrow hallway. He clears the outer door an instant
before the tongue of flame roars out into the alley.

CUT TO:

EXT. STREET IN FRONT OF STOKER'S - NIGHT

Vukovich's plain car arrives, slewing to a stop in the glass-
littered street in front of the blazing building.

He leaps out, Traxler right in behind him.

VUKOVICH
(shouting)
What the fuck is going on?

TWO LAPD UNITS arrive behind them. He motions to the nearest
one.

VUKOVICH
Cover the alley in back.

He heads for the inferno at a run.

CUT TO:

EXT. ALLEY BEHIND STOKER'S - NIGHT

DOLLYING WITH REESE AND SARAH as they run through the dark
alley. Sarah stumbles over trashcans.

Reese pulls her along mercilessly.

WHIP-PANNING as they clear a corner.

The B.G. is a blur.

The night-maze is a blur in all of these shots.

No static angles.

Relentless forward motion.

CUT TO:

EXT. ALLEY - NIGHT

Behind them Terminator is moving with inhuman speed, bounding
like a panther, leaping trash cans and other obstacles.

TRACKING C.U. - TERMINATOR, catching the faintest glimpse of
a red glow in the pupils of his eyes as he passes through
total shadow.

CUT TO:

EXT. ALLEY/POV - TERMINATOR (HANDHELD) - NIGHT

We know this is Terminator's POV because Sarah and Reese are
just ahead of us. But the image is bizarre, alien. Bright
and hyper-real. There is a hint of digitization, and the
fleeing figures ahead are more luminous than the background,
suggesting infra-red.

The margins of the FRAME are crammed with columns of CRT-
type characters: columns of numbers and acronyms. The data
changes more rapidly than any human eye could follow.

There is no doubt that we are seeing as a machine would see.
The sound effects are bright and clear, as if they are
digitized and enhanced as well.

CUT TO:

EXT. ADJOINING ALLEY - NIGHT

Reese and Sarah turn a corner by caroming off the wall without
slowing and pelt down a narrower alley. This one is lined
with a row of parked cars and connects to the street. There
is little room to run.

Reese is reloading on the run, dropping shells.

Behind them Terminator enters the alley, gaining.

LOW ANGLE, FAST PANAGLIDE ahead of the fleeing pair.

As they breast the last car Reese shoves Sarah hard, pitching
her on her face to the pavement.

He flings open the car door... a shield.

Drops to the ground.

Fires into the gas tank of a car further back in the row
just before Terminator reaches it.

The car EXPLODES, filling the alley with fire. An inferno
funneled between the enclosing walls.

ANGLE ON REESE AND SARAH behind the car door as flames roar
over the hood.

ON TERMINATOR, as he slides to a stop, cut off by the wall
of flame.

Reese doesn't waste any time stuffing Sarah into the car.
Climbing in after and over her he twists two wires together
and we recognize it as his stolen GREY SEDAN.

The engine catches.

A SILHOUETTE rockets out of the flames.

Terminator, leaping from the roof of the blazing car ahead,
impacts on the hood of Reese's car. His hair and coat are
burning.

CUT TO:

INT./EXT. GREY SEDAN/ALLEY - NIGHT

Reese jams reverse and nail the throttle.

The car backs down the alley.

Terminator draws back his fist.

Punches into the windshield.

Inside, Sarah is sprayed with glass as the killer's fist
shoots through.

The lacerated fingers grope for her.

WIDE as the car shoots backwards out of the alley onto the
street, narrowly missing an arriving LAPD CRUISER.

Sarah plasters herself tightly into the seat as the fingers
grasp her blouse and pull.

Reese cranks the wheel hard.

CUT TO:

EXT. STREET - NIGHT

The sedan skids, slewing sideways into a parked car.

Terminator rolls down off onto the pavement.

Reese's car shoots forward.

PANNING WITH SEDAN as it roars past Vukovich, the gathering
minions of the burning building, an arriving fire truck...
shoots through a red light and continues to accelerate.

Terminator gets to a kneeling position, then slowly stands.
He pats out his smoldering clothing as he watches his quarry
escape.

CUT TO:

EXT. STREET - NIGHT

ON VUKOVICH as he runs to his car, exhorting the nearby LAPD
guys to give pursuit, while Traxler grabs the radio.

VUKOVICH
(shouting)
Go! Go! He's got her.

TRAXLER
(overlapping)
Suspect westbound on Olympic. Grey
sedan. Has hostage, repeat...

CUT TO:

EXT. STREET - NIGHT

LOW WIDE ANGLE on the empty street, which is narrow and
tightly lines with parked cars.

The ROAR of an engine builds.

The sedan, like a night-demon, hurtles out of the shadows
with its lights off, doing ninety plus.

CUT TO:

INT. GREY SEDAN - NIGHT

Sarah is in a daze.

Paralyzed. Face bloodless.

She is shivering silently, uncontrollably.

Her eyes are wide, and it seems likely that she doesn't quite
comprehend the roaring blur outside her window.

REESE
(calmly)
Hold on.

CUT TO:

EXT. CITY STREETS - NIGHT

WIDE ANGLE, CLOSE TO SEDAN, and following it as it hurtles
around a corner in an expertly controlled slide.

Then a high speed sprint down the cross-street.

Reese squirrels the vehicle between a slow-moving car ahead
and oncoming traffic.

A dive into another dark side street.

CUT TO:

INT. GRAY SEDAN - NIGHT

Reese drives with total, nerveless absorption. His eyes flick
to the mirror, to the road, over his shoulder, back... and
the world spins outside.

With occasional glances to Sarah, he speaks to her in a
clipped, military voice.

REESE
Are you injured? Are you shot?

No response.

He reaches over and runs his hands over her arms, legs, chest.
Sarah flinches.

She feels the BLIND PANIC BOILING UP WITHIN HER.

She pushes his hand away and opens the door.

Reese slams her back in the seat and slaps her. Hard.

REESE
Do exactly what I say. Exactly. Don't
move unless I say. Don't make a sound
unless I say. Do you understand?

As he speaks he is locking the door and fastening Sarah's
seatbelt over her, cinching it very tightly, like you would
for a child. She doesn't answer.

REESE
(shouting)
Do you understand?

SARAH
(a whisper)
Yes. Don't hurt me.

REESE
I'm here to help you. Reese,
Sergeant/Tech-Com, DN38416...

Sarah stares numbly at his outstretched hand. With zero
strength she automatically returns his handshake.

REESE
Assigned to protect you. You've been
targeted for termination.

CUT TO:

EXT. SIDE STREET/ALLEY - NIGHT

The walls of a narrow alley, inky black, frame a police
cruiser parked on the street beyond. Firelight from the back
of Stoker's lights the street garishly.

A young cop stands beside the car talking via radio with
the mike cord pulled through the side window. He speaks with
a distinctive twang -- a displaced southerner.

COP
...I don't know, it looks like it
might spread to this furniture
warehouse across the alley, the paint
on the wall's starting to blister
up...

The sweeping headlights of a turning car momentarily
illuminate the face of Terminator, motionless in the dark
right in front of us.

Eyes open. Listening.

COP
Better get another truck round to
this side.

Terminator's silhouette emerges from the blackness and strides
purposefully toward the cop, CAMERA following.

The officer whirls and reaches for his gun but Terminator
flings him brutally into the side of the car, steps over him
and opens the door.

Before getting in he notes the unit number on the roof: 143.
Then he slides behind the wheel, slips the squad car into
gear, and pulls out.

CAMERA PRECEDING CAR, HIDE WIDE ANGLE, as it accelerates
rapidly, until the lines across the street are flashing under
it in a staccato rhythm.

CUT TO:

INT. GREY SEDAN - NIGHT

Sarah is slumped way down in the seat, turned away from the
window, trying not to see the landscape reeling outside.

SARAH
(hoarse whisper)
This is a mistake. I haven't done
anything.

REESE
No. But you will. It's very important
that you live.

Sarah closes her eyes, as if to shut it all out.

SARAH
I can't believe this is happening.
How could than man get up after you...

Reese's tone is equal parts hatred and respect as he replies.

REESE
Not a man. A Terminator. Cyber
Dynamics Model 101.

CUT TO:

INT. SQUAD CAR - NIGHT

Terminator drives expressionlessly, monitoring the babble
from Central Dispatch. He hears his number.

DISPATCHER (V.O.)
(filtered)
...Suspect vehicle sighted on Motor
at Pico, southbound. Units Two-Zero-
Six and Five-Seven, attempt intercept.
Unit One-Four-Three, come in.

Terminator picks up the mike. He speaks in a simulation of
the young cop's southern twang.

TERMINATOR
This is One-Four-Three. Westbound on
Olympic, approaching Overland.

CUT TO:

EXT. SANTA MONICA FREEWAY - NIGHT

The grey sedan moves through traffic like a hell-bent wraith.
Reese has the hammer down. He handles the car with nerves of
steel.

CUT TO:

EXT. POLICE HELICOPTER - NIGHT

Below, Reese's sedan snakes along at 110 plus. The chopper,
F.G., drops toward it.

PILOT (V.O.)
(filtered)
Air-unit Two. We're on him. Westbound
Santa Monica at 405.

CUT TO:

INT. GREY SEDAN - NIGHT

SARAH
A machine? You mean, like a robot?

REESE
Not a robot. Cyborg. Cybernetic
Organism.

They have to yell over the roar of air through the broken
windshield.

SARAH
But... he was bleeding.

At that moment a blinding light sears down on them from above.
Reese looks over his left shoulder and sees a CHP cruiser
coming alongside.

REESE
Just a second. Keep your head down.

CUT TO:

EXT. FREEWAY - NIGHT

The helicopter is right above the, its spotlight burning on
Reese. The cruiser flanks them, closing. Reese peels off to
the right, inches in front of a tractor-trailer rig, brakes
hard and slides into a four-wheel drift through a curving
off-ramp.

The helicopter banks, following.

The cruiser swaps ends trying to maneuver and slams broadside
into the guardrail. Out of action.

CUT TO:

EXT. OFF RAMP/INTERSECTION - NIGHT

The sedan roars across the street without slowing and vanishes
down a tree-lined side street.

CUT TO:

EXT. POLICE HELICOPTER - NIGHT

DOWN ANGLE - AERIAL past the chopper, F.G., as its searchlight
sweeps over the close-knit treetops.

CUT TO:

EXT. SIDE STREET/INTERSECTION - NIGHT

The sedan skids around a corner, F.G., as the searchlight
filters in shafts through the trees further down the street,
sweeping futility back and forth.

CUT TO:

EXT. POLICE HELICOPTER - NIGHT

It hovers indecisively, then banks off.

PILOT (V.O.)
(filtered)
Lost him.

CUT TO:

INT. GREY SEDAN - NIGHT

Reese is ultra-alert, craning to look up, back, forward.

REESE
Good cover.
(pause)
Alright. Listen. The Terminator's an
infiltration unit. Part man, part
machine. Underneath, it's a hyperalloy
combat chassis, mircoprocessor-
controlled, fully armored. Very
tough...

He pauses as they slide around another corner.

CUT TO:

EXT. STREET - NIGHT

Reese's sedan glides out onto a main drag, very subdued.

He turns the lights on and blends with traffic.

The helicopter crosses laterally in the distance.

CUT TO:

INT. GREY SEDAN - NIGHT

REESE
But outside, it's living human tissue.
Flesh, skin, hair... blood. Grown
for the cyborgs.

SARAH
Look, Reese, I know you want to help,
but...

REESE
(cutting her off)
Pay attention. The 600 series had
rubber skin. We spotted them easy.
But these are new. They look human.
Sweat, bad breath, everything. Very
hard to spot. I had to wait 'til he
moved on you before I could zero
him.

SARAH
Hey, I'm not stupid, y'know. They
can't build anything like that yet.

REESE
No. Not yet. Not for about forty
years.

Reese is driving sedately for a low profile, but his eyes
rove constantly, searching for a place to ditch the car.
Sarah's eyes are alert as well, and her tone becomes a bit
too cool.

SARAH
So, it's from the future, is that
right?

REESE
One possible future. Four your point
of view. I don't know the tech stuff.

SARAH
And you're from the future too?

REESE
Right.

They come to a red light and Reese stops.

SARAH
(patronizingly)
Right...

Like a shot she unlatches the seatbelt, pulls the door lock
and has the door half open before Reese can react. He catches
her arm and hauls her struggling back into the car.

Sarah sinks her teeth into his hand with all her strength.

His grip doesn't slacken.

Slowly, without releasing her, he reaches across with his
other hand and shuts the door. His face shows no reaction.

Sarah draws back and stares at the blood running down his
arm from the bite, that at his grim, scarred face. The light
turns green and Reese drives on.

Sarah tastes blood and wipes her mouth.

REESE
(coldly)
Cyborgs don't feel pain. I do.
Don't... do that... again.

He wipes his hand on his pants.

SARAH
(weakly, pleading)
Just let me go.

REESE
(slow, but intense)
Listen. Understand. That Terminator
is out there. It can't be reasoned
with, it can't be bargained with...
it doesn't feel pity of remorse or
fear... and it absolutely will not
stop. Ever. Until you are dead.

Sarah slump in utter resignation.

SARAH
(quietly)
Can you stop it?

Reese doesn't look at her.

REESE
Maybe. With these weapons... I don't
know.

CUT TO:

EXT. PARKING LOT - NIGHT

Reese's car turns into the parking lot of a large hospital,
acres of pavement dotted with sporadic parked cars.

CUT TO:

EXT./INT. TERMINATOR'S CRUISER - NIGHT

ANGLE THROUGH WINDSHIELD, ON TERMINATOR, as he searches.
Streetlights flare across rhythmically.

CUT TO:

EXT. POLICE HELICOPTER - NIGHT

It moves between two buildings, searchlight sweeping back
and forth. DOWN ANGLE, past the chopper, as the circle of
light moves across a row of parked cars.

It passes a grey sedan with a shattered windshield. Flicks
back. Holds.

TIGHTER ON CAR, GROUND LEVEL, in the glare and propwash. It
looks empty.

CUT TO:

EXT. PARKING LOT/NEARBY - NIGHT

LOW ANGLE DOLLY, MOVING WITH REESE AND SARAH as they crawl
behind a row of parked cars.

He has firm hold of her arm but she seems to be cooperating.
In the B.G., the chopper hovers, on the far side of the lot.
Reese approaches the door of a late model brown Buick which
has been left with its window partway down.

He unlocks it and they slip inside.

CUT TO:

EXT./INT. TERMINATOR'S CRUISER - NIGHT

TIGHT ON TERMINATOR, through the windshield of the black-
and-white.

DISPATCHER (V.O.)
(filtered)
Suspect vehicle located at parking
lot, Cedar and Glenhaven...

FULL SHOT as Terminator's cruiser slews in a radical turn
and roars off in the opposite direction.

CUT TO:

INT./EXT. BROWN BUICK/PARKING LOT - NIGHT

Reese uses the butt of the shotgun to smash loose the ignition
assembly. He begins working on the wires. A police cruiser
appears, moving slowly between the rows of cars.

Reese grabs Sarah and pulls her down to huddle below dash
level. A moment later a spotlight flashes across the seats
above them. They hear the helicopter circling closer.

SARAH
Reese... why me? Why does it want
me?

They are lying very close, a forced intimacy. Reese's voice
is an urgent whisper, almost in her ear. A cruiser passes so
close they can hear its radio clearly.

REESE
There's so much...

SARAH
Tell me. Just start at the beginning.

Reese musters his thoughts. And starts.

REESE
There was a war. A few years from
now. Nuclear war. The whole thing.
All this --

His gesture includes the car, the city, the world.

REESE
-- everything is gone. Just gone.
There were survivors. Here. There.
Nobody knew who started it.
(pause)
It was the machines.

SARAH
I don't understand...

REESE
Defense network computer. New.
Powerful. Hooked into everything.
Trusted to run it all. They say it
got smart... a new order of
intelligence. Then it saw all people
as a threat, not just the ones on
the other side. Decided out fate in
a microsecond... extermination.

Reese pauses, and when he continues it's less like a military
briefing, quieter.

REESE
I didn't see the war. I was born
after, in the ruins. Grew up there.
Starving. Hiding from the H-K's.

SARAH
The what?

REESE
Hunter Killers. Patrol machines.
Build in automated factories. Most
of us were rounded up, put in camps...
for orderly disposal.

He pushes up the sleeve of his jacket and shows her a ten
digit number etches on the skin of his forearm. Beneath the
numbers is a pattern of lines like the automatic pricing
marks on product packages.

REESE
Burned in by laser scan.
(pause)
Some of us were kept alive... to
work. Loading bodies. The disposal
units ran night and day. We were
that close to going out forever...

The helicopter moves overhead. Its searchlight illuminates
the car interior, moves on. Before the rotor sound fads,
Reese starts the car.

CUT TO:

EXT. PARKING LOT - NIGHT

Several black-and-whites are moving among the parked cars,
slowly.

ANGLE ON TERMINATOR'S CRUISER rolling along just above idle.
He peers into the row of cars, listening and seeing on level
we can't.

CUT TO:

INT. BROWN BUICK - NIGHT

Reese is holding onto Sarah's shoulder tightly.

REESE
...but there was one man... who taught
us to fight. To storm the wire of
the camps. To smash those metal
motherfuckers into junk. He turned
it around... he brought us back from
the brink.
(pause)
His name is Connor. John Connor...
your son, Sarah. Your unborn son.

Sarah stared at him.

CUT TO:

EXT. PARKING LOT - NIGHT

The brown Buick is F.G. as the nose of Terminator's cruiser
appears behind it, moving slowly.

C.U. - TERMINATOR, scanning.

LOW ANGLE, past the back of the Buick, as Terminator cruises
by. The tailpipe, F.G., puffs quietly.

Terminator's head snaps around.

His eyes lock on Reese's car.

He reaches for his shotgun.

CUT TO:

INT. BUICK - NIGHT

Reese's head jerks up, looking in the mirror.

CUT TO:

EXT. PARKING LOT - NIGHT

Reese's car launches forward from its space, tires spinning
as Terminator fires from the window of the cruiser.

CUT TO:

INT. BUICK - NIGHT

The rear window explodes and Reese ducks, then cranks the
wheel.

CUT TO:

EXT. PARKING LOT - NIGHT

Reese and Terminator race along opposite sides of a row of
cars, approaching the exit.

The cruiser pulls ahead and closes diagonally as they clear
the last car.

Reese sees the other's shotgun leveled.

He ducks, steering blind, keeps it floored.

The windshield and side window EXPLODES INWARD.

The Buick slams into the black-and-white, spinning it into a
parked truck. TIRES SCREAM as the two cars slew around heading
for the exit.

SEVERAL ANGLES, as the police react.

The chopper banks tight and dives across the tops of the
parked cars. Cruisers race to converge.

CUT TO:

EXT. STREET - NIGHT

LOW WIDE ANGLE, PRECEDING REESE'S BUICK as it hits the street,
accelerating. Terminator's cruiser slides out behind it,
fishtails, races forward.

Engines roar as the cars go flat out. Buildings lining the
street become a blur.

The chopper arcs in behind them.

Legitimate police, lights blazing, enter the pursuit one by
one.

LOW ANGLE, MOVING WITH TERMINATOR'S CAR as Reese dodges across
all lanes ahead of it.

Terminator gaining.

They run an intersection at a hundred plus.

CUT TO:

INT. BUICK - NIGHT

Reese is feeding his last two shells into the riot gun.

REESE
(yelling)
Steer!

Holding the gun is both hands he leans out the window, still
keeping the throttle mashed down.

Sarah grabs the wheel, fighting to control the car.

CUT TO:

EXT. STREET/BUICK - NIGHT

MOVING WITH THE BUICK, looking back, as Reese aims the
shotgun, buffeted by the windstream.

Terminator's car, B.G., overtakes rapidly.

SARAH
(shouting)
Reese!

CUT TO:

INT. BUICK - NIGHT

OVER SARAH'S SHOULDER as they approach an intersection...
red light their way and an ALPHA BETA TRUCK entering cross
wise.

CUT TO:

EXT. STREET/CARS - NIGHT

Past Terminator, F.G., his shotgun aimed as he comes along
side... at Reese.

They are staring down each other's barrels.

CUT TO:

INT. BUICK - NIGHT

Sarah grabs the shift lever.

DETAIL - SHIFTER, as she slams it into reverse.

CUT TO:

EXT. STREET/CARS - NIGHT

MOVING WITH BOTH CARS as the Buick skids with rear tires
locked. Reese and Terminator FIRE simultaneously.

TIGHT ON REESE as the doorpost next to his shoulder is torn
out by the other's blast.

ON TERMINATOR, leaning to see around his shattered windshield.
Too late.

He hurtles into the intersection, past the skidding Buick.
Clips the back of the semi.

Spins radically.

Vaults the curb in a screeching front-end roll.

WHIP-PANNING WITH THE CRUISER as it crashes upside-down
through the counter area of an A & W.

LOW ANGLE as Reese and Sarah slide to a stop in a cloud of
tire smoke.

Transmission fluid pours out of the car like blood.

An instant later they are surrounded by an assortment of
LAPD, SHERIFF'S DEPT., and CHP CARS.

The helicopter hovers overhead.

MEDIUM ON SARAH AND REESE, he raises his hands, through the
side window, in plain sight. A phalanx of cops, guns drawn,
approaches the car warily.

Sarah looks at Reese. Then at the cops. She opens the door
and runs, staggering, toward them. Vukovich steps forward
and pulls her away to safety.

C.U. - REESE watching her go as a cop eases his door open.

CUT TO:

EXT. A & W - NIGHT

Two cops approach the overturned squad car jammed into the
wreckage of the small building.

They shine their flashlights inside.

It is empty.

The cyborg has VANISHED.

A sign which reads 'DRIVE IN' detaches from an awning and
crashed down across the crushed auto.

CUT TO:

INT. VUKOVICH'S OFFICE - NIGHT

Sarah, huddles in a blanket, is siting on a bench opposite
Vukovich's desk. Motionless. Her eyes are fixed on the middle
distance. She's been crying. Now she's emptied out.

The door opens.

At the sound of the latch Sarah jerks as if struck, and
cringes involuntarily. Vukovich enters with Traxler and DR.
PETER SILBERMAN, a criminal psychologist. Silberman is smooth
of skin and manner, young, ambitious and... fat. He is
enthusiastic about the workings of the human psyche, as
emotionally involved as someone pulling the wings off a fly.

Vukovich sits beside Sarah and hands her a cup of coffee. He
puts a paternal arm around her shoulders.

VUKOVICH
Here, drink some of this...

SARAH
(voice flat, desperate)
Lieutenant, are you sure it's them?
Maybe I should see the... bodies.

VUKOVICH
They've already been identified.
There's no doubt.

Sarah begins to cry again, slowly and very quickly.

SARAH
(to herself)
Of, God... Ginger... kiddo, I'm so
sorry.

Vukovich takes the coffee cup from her as her arms sag and
it starts to spill.

VUKOVICH
(gently)
Sarah.
(pause)
Sarah, this is Dr. Silberman. I'd
like you to tell him everything Reese
said to you. Do you feel up to it?

SARAH
(almost inaudible)
I guess so.
(to Silberman)
You're a doctor?

SILBERMAN
A criminal psychologist.

SARAH
Is Reese crazy?

SILBERMAN
That's what we're going to find out.

CUT TO:

INT. HOTEL ROOM - NIGHT

The room costs five dollars a night and that's steep, but
the FIRE ESCAPE outside the window adds an element of
strategic value.

A silhouette slips in through the window and click on the
single BARE LIGHT BULB.

It's Terminator, and he's a mess.

A bloody scarecrow with bullet wounds in stomach, chest,
shoulder and right wrist.

MEDIUM ON TERMINATOR as he sits at a ratty folding table
under the light.

His eyebrows are singed off.

Hair a charred stubble.

Left eyes glistening with imbedded glass shards.

Before him on the table is an array of SMALL TOOLS.

He removes the charred remains of his jacket and props one
elbow on the table.

ANGLE PAST HIS NON-FUNCTIONAL RIGHT ARM, F.G., as he examines
it. He picks up an X-ACTO KNIFE and cuts deeply into the
skin of his forearm.

His expression is one of mild concentration.

E.C.U. - FOREARM, as he pulls back a large flap of skin to
reveal a complex trunk of SHEATHED CABLES AND HYDRAULICS.
They slide as he moves his fingers.

RESUME MEDIUM, as Terminator uses a rag to wipe away the
blood. With small screwdrivers he begins to patiently
disassemble the damaged mechanism around the 12-gauge hit.

CUT TO:

INT. DIVISION HQ/INTERROGATION ROOM - NIGHT

The room is small, furnished with only a table and two chairs.
Reese, his arms handcuffed behind him, sits opposite Dr.
Silberman. Behind Silberman is a large mirror. A DETECTIVE
leans against the wall.

SILBERMAN
So. You're a soldier. Fighting for
whom?

REESE
With the One Thirty Second under
Perry, from '21 to '27--

SILBERMAN
(interrupting)
The year 2027?

CUT TO:

INT. OBSERVATION ROOM

Vukovich and Traxler are seated in the dark room, watching
Reese, B.G., through the two-way mirror. Just behind the
glass is a VIDEO CAMERA ON A TRIPOD, aimed at Reese, and a
CART holding a SMALL MONITOR and VIDEOCASSETTE RECORDER.

REESE
(through speaker)
That's right.

TRAXLER
(quietly, to Vukovich)
This is fucking great.

CUT TO:

INT. INTERROGATION ROOM

REESE
Then I was assigned Recon/Security,
last two years, under John Connor.

SILBERMAN
And who was the enemy?

REESE
SKYNET. A computer defense system
built for SAC-NORAD by Cyber Dynamics.
A modified Series 4800.

SILBERMAN
(gravely)
I see. And this... computer, thinks
it can win by killing the mother of
its enemy, killing him, in effect,
before he is even conceived? A sort
of retroactive abortion?

REESE
Yes.

CUT TO:

INT. OBSERVATION ROOM

Traxler snorts and grins.

TRAXLER
(to Vukovich)
That Silberman just crack me up.
(pause)
He had this guy in here last week
who set his Afghan on fire. Screwed
it first, then set it on --

VUKOVICH
(leaning forward)
Shut up.

CUT TO:

INT. INTERROGATION ROOM

REESE
...it had no choice. The defensive
grid was smashed. We'd taken the
mainframes... We'd won. Taking out
Connor then would make no difference.
Skynet had to wipe out his entire
existence. We captured the lab
complex. Found the... whatever it
was called... the time-displacement
equipment. The Terminator had already
gone through. They sent two of us to
intercept, then zeroed the whole
place. Sumner didn't make it.

SILBERMAN
Then how are you supposed to get
back?

REESE
Can't. Nobody goes home. Nobody else
comes through. It's just him and me.

CUT TO:

INT. HOTEL ROOM - NIGHT

E.C.U. - TERMINATOR, in profile, showing his lacerated eye.
He is close to a mirror, practically touching it, staring
intently.

MACRO - X-ACTO KNIFE lying on the dresser. Terminator's
fingers lift it. CAMERA TILTS TO FOLLOW as it rises to his
face, holds TIGHT ON left eye.

With a smooth motion the knife point enters the eyeball and
cuts away the ruins sclera and cornea, as well as part of
the damaged eyelids.

He wipes with a rag to clear the electronic eye's vision.
Revealing the faintly glowing lens mechanism, suspended in a
chrome socket by tiny servos.

The eye whirs quietly as it tracks.

SEQUENCE OF SHOTS, showing various repairs. Terminator's
right hand, its wrist SUTURED crudely, holds a needle and
sewing thread and starts to work on abdominal wound out of
frame below.

He slips a glove over the damaged hand.

A motoring cap over the blistered scalp.

A fresh shirt to hide his body wounds.

This is followed by a new overcoat.

C.U. - TERMINATOR, contemplating his reflection in the mirror.
With the hat pulled down, the collar pulled up, and favoring
his right profile he looks unhurt... though a bit gaunt and
pale.

A turn of his head brings the balefully glowing left eye in
its metal socket into view.

He slips on a pair of tight, wrap-around sunglasses.

FULL SHOT as he goes to the bed and flips up the stained
mattress. He picks up the Remington 12 gauge, the AR-180 and
the .38 off the springs and leaves by the fire escape.

CUT TO:

INT. VUKOVICH'S OFFICE - NIGHT

TIGHT ON VIDEO MONITOR showing Reese in the Interrogation
Room.

REESE
(recorded)
...It's just him and me.

CUT WIDE revealing Sarah, Silberman, Vukovich and Traxler
watching a monitor sitting amid incredible paperwork clutter
on a desk top.

SILBERMAN
(recorded)
Why didn't you bring any weapons?
Something more advanced. Don't you
have ray guns?

Traxler, standing in the back, grins and nudges Silberman,
who nods appreciatively.

TIGHT ON REESE'S RECORDED IMAGE - He glares at Silberman.

ON SARAH, as Silberman's voice is heard.

SILBERMAN
(recorded)
Show me a piece of future technology.

REESE
(recorded/controlling
his hostility)
You go naked. Something about the
field generated by a living organism.
Nothing dead will go.

SILBERMAN
(recorded)
Why?

REESE
(recorded)
I didn't build the fucking thing.

SILBERMAN
(recorded)
Okay. Okay. But this...
(consults his notes)
cyborg... if it's metal...

REESE
(recorded)
Surrounded by living tissue.

SILBERMAN
(recorded)
Of course.

The real Silberman put the tape on "PAUSE".

SILBERMAN
(excited)
This is great stuff. I could make a
career out of this guy. You see how
clever this part is... how it doesn't
require a shred of proof. Most
paranoid delusions are intricate...
but this is brilliant.

He starts the tape again.

SILBERMAN
(recorded)
Why were the other two women killed?

REESE
(recorded)
Most official records were lost in
the war. The computer knew almost
nothing about Connor's mother. Her
name. Where she lived, just the city.
No scanner pictures. The Terminator
was just being systematic.

C.U. - REESE, ON SCREEN, as he goes on.

REESE
(recorded)
You've heard enough. Decide. Are you
going to release me?

SILBERMAN
(recorded)
I'm afraid that's not up to me.

REESE
(recorded/voice rising)
Then why am I talking to you? Get
out.

ON SARAH, DOLLYING SLOWLY IN TO C.U. as we hear Reese begin
to shout.

SILBERMAN
(recorded)
I can help you...

REESE
Who is in authority here?

C.U. REESE, ON SCREEN, as he looks straight at the camera.

REESE
(recorded)
You still don't get it. He'll find
her. That's what he does. All he
does...

MEDIUM ON VUKOVICH, gesturing to Silberman, who is near the
machine, to kill it.

REESE
(recorded)
You can't stop him. He'll wade through
you...

C.U. - REESE, ON SCREEN, rising partway out of his chair,
yelling.

REESE
(recorded)
...reach down her throat, and pull
her fucking heart out...

The screen goes black.

Vukovich has cut off the tape.

SILBERMAN
(glancing around)
Sorry.

C.U. - SARAH staring at the empty screen.

SARAH
(turning)
So Reese is crazy.

SILBERMAN
In technical terminology, he's a
loon.

SARAH
But...

Vukovich hands her something that looks like umpire's padding.

VUKOVICH
Sarah, this is body armor. Our TAC
guys wear it. It'll stop a 12 gauge
round. This other individual must've
had one under his coat.

Sarah want to believe him. God help her if he's wrong.

SARAH
But what about him punching through
the windshield?

TRAXLER
(shrugs)
Probably on PCP, broke every bone in
his hand and won't feel it for hours.
There was this guy once that...

Vukovich cuts him off with a gesture and sits beside Sarah
on the bench.

VUKOVICH
Why don't you just stretch out here
and get some sleep. It'll take your
mom a good hour to get here from
Redlands.

SARAH
I can't sleep.

VUKOVICH
Go ahead. You're safe. There're thirty
cops in this building.

SARAH
Okay.

She lays her head on a wadded up blanket as everyone leaves
the office.

CUT TO:

INT. CORRIDOR

Vukovich pauses outside the door, lost in thought. Traxler
studies him for a second.

TRAXLER
What?
(pause)
Ed, come on... the guy's a wacko.

Vukovich glances up.

VUKOVICH
(quietly)
He'd better be.

CUT TO:

INT. POLICE DEPARTMENT FOYER - NIGHT

Silberman can be seen through a glass partition next to the
bullet-proof glass booth enclosing the NIGHT DESK SERGEANT'S
counter. The Sergeant hits a button and there is a loud BOLT-
CLACK. The electric bolt on the security door opens and
Silberman steps out.

As he exits the station, he passes Terminator just coming in
the front door. He glances at the pale apparition in cap
and dark wrap-arounds, but goes on.

Terminator approaches the Desk Sergeant who barely glances
up when he speaks.

TERMINATOR
I'm a friend of Sarah Connor. I was
told she is here. Can I see her,
please?

SERGEANT
You can't see here. She's making a
statement.

TERMINATOR
Where is she?

SERGEANT
(laconically)
Look. It's gonna be a while. You
wanna wait. There's a bench.

Terminator steps back, scanning the booth, the electric door,
the rooms beyond.

TERMINATOR
I'll come back.

He turns and walks out through the front doors.

ANGLE PAST DESK SERGEANT, F.G. - ON FRONT DOORS, the officer
is absorbed in paperwork, not watching as a pair of lights
get BRIGHTER outside the doors. RAPIDLY. He glances up at
the last second as the glare falls fully on him. CRASH!

Several cops and late night loiterers scatter as a car smashes
into the foyer. It blasts through the sergeant's booth,
crushing him in the wreckage.

CUT TO:

INT. DIVISION HQ/VUKOVICH'S OFFICE

Sarah, lying on the couch, jerks awake as the crash
REVERBERATES through the building. She sits up, bleary-eyed.

CUT TO:

INT. DIVISION HQ/CORRIDOR

Through the hole in the splintered wall we see Terminator
leap out of the car.

He vaults the hood and smashes through the debris of the
wall.

Leaps to the corridor floor in a shower of plaster fragments.
He brandishes the AR-180 like a pistol in one hand, the .38
in the other.

The shotgun dangles at his side on a shoulder sling.

LOW ANGLE DOLLY, preceding him as he starts down the corridor.

ANGLE ON LOUNGE DOORWAY as TWO COPS run into the hall, one
carrying a cup of coffee.

Terminator fires a burst from the assault rifle.

ANGLE ON COPS - They are flung backward in a spray of coffee
and plaster.

CUT TO:

INT. DIVISION HQ/VUKOVICH'S OFFICE

Sarah is alert now with growing alarm. The sound of GUNFIRE
is faint... but unmistakable. Her expression shows the dawning
certainty of what is happening.

CUT TO:

INT. DIVISION HQ/CORRIDOR

Terminator steps over the bodies of the two cops without
breaking stride.

OVER HIS SHOULDER, MOVING WITH HIM as he walks down the hall.
Comes to a door. Tries it. Locked.

Kicks it in.

A DESK COP, drawing his gun, sprints for cover.

ANGLE ON TERMINATOR raising the AR-180.

CUT TO:

INT. DIVISION HQ/OFFICE - TERMINATOR'S POV

In computer-enhanced vision we see the cop dash around a
corner in SLOW MOTION. As he disappears behind the wall an
ANIMATED OUTLINE OF HIM is still visible... a PROBABILISTIC
EXTRAPOLATION OF HIS MOTION. There is a target cross-hair
following the figure.

CUT TO:

INT. DIVISION HQ/OFFICE - BEHIND WALL

The wall erupts with a volley of shots beside the running
cop and he is flung OUT OF FRAME.

CUT TO:

INT. VUKOVICH'S OFFICE

Shots are echoing in the hallway as Vukovich whips open the
door, startling the hell out of Sarah.

VUKOVICH
Stay here.

He turns the locking knob and slams the door. Leaving her
alone.

She flinches as more SHOTS SOUND. CLOSER.

CUT TO:

INT. CORRIDOR

Terminator rips the cover off the station's main electrical
panel. He pulls loose the hose-like 440 volt incoming line
and feeds it directly into the lighting circuit.

All down the corridor the overhead fluorescent units explode,
showering sparks and glass.

The building is plunged into darkness.

Arcs SPUTTER and FLARE, lighting the corridors
stroboscopically.

CUT TO:

INT. VUKOVICH'S OFFICE

Sarah's terror skyrockets when the ceiling lamp explodes and
the office goes black.

CUT TO:

INT. CORRIDOR

Through the smoke and emergency spotlights Terminator moves
forward, inexorably.

A door behind him opens. A COP fires, hitting him in the
shoulder. Terminator fires straight-arm with the .38 without
slowing, killing the cop, then fires down the corridor with
the assault rifle.

CUT TO:

INT. INTERROGATION ROOM

Traxler leaves the other detective to guard Reese, who is
still handcuffed to the chair.

TRAXLER
(exciting)
Watch him.

The door closes.

An instant later a chair smashes over the detective's back,
just as he is turning toward his prisoner.

Reese is on him, scrabbling for the keys.

CUT TO:

INT. CROSS CORRIDOR

Traxler is running down the hall through smoke and the wild
strobing of electrical fires as Vukovich steps out of an
armory room. He tosses Traxler an M-16 and they run on.

CUT TO:

INT. MAIN CORRIDOR

Terminator stops before another door. He BLASTS the lock
with the riot-gun. Flings open the door, scanning.

Moves on.

He is hit twice, chest and leg.

Firelight flickers from an office doorway as he passes.

CUT TO:

INT. VUKOVICH'S OFFICE

Sarah scrabbles for a place to hide in the darkened room but
it's so tiny. Behind the desk. She crouches unable to believe
she has awakened into the same nightmare.

CUT TO:

INT. OFFICE NEARBY

ANGLE ON DOOR as it splinters open and Terminator stands,
guns raised. A COP fires from behind a desk.

Terminator sprays the room.

Starts to reload.

CUT TO:

INT. CORRIDOR

Vukovich edges open a door and fires half a clip into
Terminator's back. His eyes bulge as the intruder turns,
slamming a clip into his rifle and calmly fires two rounds.
Traxler drags Vukovich's body back inside the room.

TRAXLER
Ed! Ed...?

CUT TO:

INT. CORRIDOR

TIGHT ON TERMINATOR, moving forward, intent

CUT TO:

INT. VUKOVICH'S OFFICE

MEDIUM ON SARAH, her teeth are chattering with fear as SHOTS
echo nearby. There is the RHYTHMIC THUNDER of the shotgun,
rattling AUTOMATIC FIRE, SCREAMING, and the sound of RUNNING
FEET. Getting closer.

SLOW DOLLY IN ON SARAH begins, ending in TIGHT C.U. as the
sounds get louder. More SHOTS.

Smoke begins to seep under the door.

DETAIL - DOORKNOB rattling as it is tried from outside.

E.C.U. - SARAH stifling a cry. She flinches as if slapped as
SHOTS sound.

DETAIL - DOOR KNOB, a series of SHOTS shatter the lock.

FULL ON DOORWAY - The door bangs open and a figure stands
silhouetted in the smoky hallway, holding a pistol.

E.C.U. - SARAH, as she closes her eyes. Holds her breath.

REESE (V.O.)
Sarah?

FULL SHOT -- She scrambles out from beneath the desk and
runs to him in the thickening smoke.

CUT TO:

CONNECTING OFFICES

PANAGLIDE FOLLOWING REESE AND SARAH as they cross the corridor
and move through a series of offices, doubling back toward
the main entrance.

CUT TO:

INT. OFFICE

Sarah and Reese move rapidly through the smoke. Gunfire sounds
nearby. They pass bodies.

VUKOVICH (V.O.)
(weakly)
Reese!

They find the Lieutenant propped in a corner, dying.

Reese bends toward him.

Vukovich holds out his custom Colt Python .357.

VUKOVICH
You just keep her alive. Do what you
have to.

Reese snatches the gun and the keys and runs on.

C.U. - VUKOVICH watching them go.

CUT TO:

INT./EXT. OFFICES/SIDE ENTRANCE - NIGHT

FAST PANAGLIDE PRECEDING TERMINATOR as he runs through the
smoky rooms. A fire is burning, lighting everything a
flickering orange.

He emerges onto a landing through a side entrance. PAN to
follow his line of sight as he snaps the AR-180 to his
shoulder. B.G. a BLUE VOLKSWAGEN RABBIT is roaring away across
the parking lot.

TIGHT ON TERMINATOR aiming carefully. He pulls the trigger.
It clicks... empty. Slowly he lowers the scope-sight from
his eye and watches them go.

Terminator limps down the steps from the landing and walks
away as the fire spreads behind the windows of Division
Headquarters.

CUT TO:

INT. RABBIT - NIGHT

DETAIL - GAS GAUGE, it reads EMPTY.

CUT TO:

EXT. HIGHWAY - NIGHT

The Rabbit is stopped on the shoulder of a two lane secondary
road winding through the hills north of L.A. Reese is fishing
objects out of the car's trunk and handing them to Sarah,
who holds a flashlight.

He hands her a blanket, some road flares, and a first aid
kit. Then he slams the trunk. Reaching through the side
window, he turns the wheel and pushes the car off the
shoulder, over the embankment.

DOWN ANGLE INTO RAVINE, past Sarah and Reese, as the car
trundles down crashing through the underbrush to disappear
among the trees.

Reese looks out across the valley and the lights of L.A. A
helicopter circles in the distance, searchlight on.

REESE
Let's get off the road.

CUT TO:

INT./EXT. DRAINAGE CULVERT - NIGHT

ANGLE LOOKING OUT from the mouth of an enclosed concrete
storm drain that passes under the road. Reese, followed by
Sarah, trudges down the slope and ducks inside.

The floor is wet but he doesn't seem to mind.

They both hunker down with their backs to the concrete, facing
each other.

They look beaten, grimy, exhausted.

She huddles under the blanket, waif-like.

REESE
You cold?

SARAH
Freezing.

REESE
Come here.

She sits beside him and they wrap their arms around each
other with the blanket covering both of them.

SARAH
Reese... you got a first name?

REESE
Kyle.

SARAH
Kyle, what's it like when you go
through time?

REESE
White light. Pain. Like being ripped
inside out... slowly. Like being
born, maybe.

Sarah scowls and draws her hand out from under his jacket.

SARAH
You're wet. Oh my god.

In the beam of the flashlight her hand is glistening with
blood.

REESE
I caught one, back there.

SARAH
(incredulous)
Caught one? You mean you got shot?

Reese shrugs.

REESE
It's not bad.

Sarah sits up and turns toward him.

SARAH
We gotta get you to a doctor.

REESE
It's okay. Forget it.

SARAH
Forget it? Are you crazy? Let me see
it.

Sarah opens his jacket and the flashlight beam shows his
shirt bloodsoaked at the shoulder.

SARAH
Jeez. You idiot. Take this off.

She cradles the flashlight between her knees and opens the
first aid kit as he removes his jacket.

REESE
(looking at the wound)
See. Missed everything. Passed through
the meat.

Sarah starts swabbing the flesh wound.

SARAH
This is gonna make me puke. Talk
about something.

REESE
What?

SARAH
Just talk. Tell me about my son. Is
he tall?

She places a gauze pad in place and starts to wrap it.

REESE
About my height. He has your --
(winces)
...damn... he has your eyes.

Sarah glances at his face for a second and then goes back to
work.

SARAH
What's he like?

REESE
(thoughtful)
You trust him. He's got that strength.
You'd die in a second for John.

SARAH
Well, at least I know what to name
him. I don't suppose you'd know who
the father is? So I don't tell him
to get lost when I meet him.

REESE
John never said much about him. He
dies. Even before the war...

SARAH
(interrupting)
Stop! I don't want to know. Hold
still. So... it was John that ordered
you here?

REESE
I volunteered.

SARAH
You volunteered?

REESE
It was an honor. A chance to meet
the legend. Sarah Connor. Who taught
her son to fight... organize, prepare.
From when he was a kid. When you
were in hiding, before the war.

She stops taping. She seems lost, her bravado dissipated.

SARAH
You talk about things I haven't done
yet in the past tense. It's making
me crazy. I can't think.
(pause)
Are you sure you've got the right
person?

Reese appraises her coldly.

REESE
I'm sure.

SARAH
Come on, me? The mother of the future?
Am I tough? Organized? I can't even
balance my checkbook. I cry when I
see a cat that's been run over...
and I don't even like cats.

She pulls the bandage tight with a knot.

REESE
Ow! No, it's okay. It's better tight.

SARAH
And anyway, what do I know about
guerrilla warfare?

REESE
You'll learn.

SARAH
(angry)
Look, Reese, I didn't ask for this
honor and I don't want it. Any of
it.

REESE
John gave me a message for you. Made
me memorize it. 'Sarah'... this is
the message... 'Sarah, thank you.
For your courage through the dark
years. I can't help you with what
you must soon face, except to tell
you that the future is not set...
there is no such thing as Fate, but
what we make for ourselves by our
own will. You must be stronger than
you imagine you can be. You must
survive, or I will never exist.'
That's all.

Sarah stares at him as the enormity of it all becomes real
to her. Reese moves his arm, testing the bandage.

REESE
Good field-dressing.

SARAH
(brightening)
You like it? It's my first.

He rebuttons his shirt and they return to the warmth-
conserving embrace. Sarah gazes out the entrance, into the
night.

REESE
Sleep. It'll be light soon.

SARAH
(closing her eyes)
Okay. Talk some more.

REESE
About what?

SARAH
(murmuring)
About where you're from.

Kyle watches the helicopter circling far in the distance.

REESE
Alright.
(pause)
You stay down by day, but at night
you can move around. The H-K's use
infra-red so you still have to watch
out. But they're not too bright.
John taught us ways to dust them
them. That's when the infiltrators
started to appear. The Terminators
were the newest, the worst...

During his monologue we have PANNED into the darkness outside
and to the helicopter, which flies OUT OF FRAME, leaving
black. A ROTOR ROAR fades up.

CUT IN BLACK TO:

EXT. CITY RUINS, 2029 - NIGHT

Black sky. Stars.

With a roar an AERIAL PATROL CRAFT enters close overhead.

It has flashing red and blue lights and powerful searchlights
which stab down.

TILT DOWN

to a vista of moonlit devastation.

White ash blows in drifts among fire-gutted ruins.

Blackened bones lie everywhere in heaps.

Searchlights sweep the night.

Another aerial unit hovers several blocks away, firing tracers
into the ruins.

CUT TO:

EXT. RUINS/STREET - NIGHT

LOW ANGLE

as a gleaming chrome H-K grinds through the debris of the
shattered street on its tank-like tracks, crushing burnt
skulls.

Its head turns slowly, playing high-intensity lights over
the buildings.

Its hydraulic arms are folded, mantis-like, against its
'torso'. After it passes a number of human figures dart from
shadow to shadow, B.G.

CUT TO:

INT. TUNNELS - NIGHT

Reese is among a SQUAD OF MEN in black fatigues, carrying
equipment and energy rifles, who enter a debris-littered
tunnel.

PANAGLIDE WITH THEM as they trot through a labyrinth of
tunnels, pass several guard-posts. Reese has a GERMAN SHEPHERD
on a short leash.

CUT TO:

INT. PARKING STRUCTURE - NIGHT

The platoon enters a cavernous chamber, an old parking
structure, in which a large group is gathering.

As the entrance, ARMED SENTRIES with dogs are passing in new
arrivals: men wearing mismatched uniforms or rags and carrying
all types of weapons from lasers to shotguns. Weapons are
left at the sentry post.

FOLLOWING REESE as he patrols the perimeter.

He walks along a row of CARS, models from the eighties and
nineties, now stripped, rusty and modified to carry weapons.
There are conventional military vehicles as well.

He passes several family groups.

Gaunt kids are huddles around an old TV SET.

Its glow bathes them.

REVERSE ANGLE reveals that the set has been gutted and a
small cookfire crackles inside the shell.

Nearby a kid has a LARGE RAT cornered and is whacking it
with a stick.

Reese pauses at the end of the row of vehicles and unsnaps a
pocket in his tunic, removing a small paper rectangle, a
worn photograph.

C.U. - REESE, gazing down. His head snaps around at the sudden
sound of BARKING.

ANGLE ON SENTRY POST as the dogs go crazy.

SENTRY
(shouting)
Terminator!

An innocuous, RAG-DRESSED MAN flips back his poncho to reveal
a powerful PLASMA-RIFLE. He opens FIRE, running forward.
ENERGY BOLTS rip into the crowd.

MOVING WITH REESE, running toward the Terminator.

RAPID CUTS:

POWERBOLTS EXPLODE among the fleeing people.

Beams sear the darkness.

A running CHILD is BURST by a plasma hit.

ANGLE ON REESE running. He levels his energy-rifle and starts
firing. A powerbolt grazes his cheek, EXPLODING a support
column behind him. Part of the ROOF COLLAPSES as Reese
tumbles.

Everything is lit as if by lightning.

C.U. - REESE, semi-conscious. Burned. Bleeding.

Impressions implode on him: running feet, flashes, energy
beams raking the ground leaving molten worm-tracks, screaming,
a burning dog howling.

DETAIL - The picture Reese has been looking at has fallen,
forgotten. It catches fire and starts to curl. Before the
image vanishes we see that it is a picture of Sarah.

Reese looks up.

A figure looms above, a silhouette in the smoky, hellish
glare. THE TERMINATOR. Its eyes glow red.

A brilliant EXPLOSION WHITES OUT THE SCREEN.

CUT TO:

INT. CULVERT - DAWN

C.U. - SARAH, brightly lit by daylight. Asleep. She grimaces
and groans.

In the distance a dog is barking.

Reese, still holding her, lightly lifts her hair from her
face. An uncharacteristically tender gesture. He gently
caresses her cheek with the backs of his fingers. When she
awakens suddenly he snaps his hand away.

Sarah looks around, momentarily disoriented. Looks up at
Reese.

SARAH
I was dreaming about dogs.

Reese extricates himself from her and steps out of the
culvert.

REESE
We used them to spot Terminators.

Sarah groans as she straightens her legs.

SARAH
Your world... it's pretty terrifying.

CUT TO:

EXT. HIGHWAY - DAWN

Sarah catches up to him just as he is about to try and stop
an approaching car. She pulls his gun hand down with both of
hers.

SARAH
Put that away. I'll get one.

She hold out her thumb to passing traffic.

Reese watches this incomprehensible ceremony skeptically.

SARAH
This works... really.

CUT TO:

EXT. HIGHWAY/PICKUP - DAY

Reese and Sarah are crammed into the cab of a beat-to-hell
PICKUP TRUCK with the DRIVER, obviously a surfer. Laid-back,
long-haired and well-tanned.

Reese glowers and watches the scenery through slitted eyes.

DRIVER
...and when it breaks right off the
point they get some pretty rad tubes
up there. Not awesome, but I mean,
worth the drive, if you're hardcore
like me.

REESE
(to Sarah)
Rad tubes?

SARAH
(to Reese)
He's a surfer.

DRIVER
You from back East of something?

SARAH
No, he's from the future.

DRIVER
Whoah. I hear that.
(pause)
Listen, I had a rough night. I gotta
stop and bag some Z's.

They pull off the highway toward a gas station/rest area.

CUT TO:

EXT. SERVICE STATION - DAY

The gas station is like an oasis of clutter in a rolling
stretch of meadows and woods. It consists of a bunker-like
building with restrooms and a flanking PICNIC AREA, beyond
which are WOODS.

People sit under the trees, enjoying the beautiful day while
children tear around after the forced inactivity of a long
trip.

The three of them get out on unsteady legs.

DRIVER
You can still ride if you wanna hang
out for a couple hours.

SARAH
Thanks.

REESE
Bag some Z's?

SARAH
Let's get cleaned up, Kyle.

She heads for the WOMEN'S RESTROOM and Kyle follows her
inside.

SARAH
(pushing him out)
Yours is over there.

Instead of following her directions to the Men's Room, Kyle
wanders toward the drinking fountain. A bunch of kids are
running around and throwing water at each other with paper
cups.

Reese shambles through them like a zombie.

He stands among the children, an alien in this land without
fear. He watches people at picnic tables laughing and
listening to portable music. Kids squeal. Dogs bark.

LITTLE GIRL (V.O.)
Can you get my balloon?

DOWN ANGLE on an achingly beautiful LITTLE GIRL of about
four. She points above his head.

Reese looks up to see a helium-filled mylar balloon stuck in
the foliage of a tree just above him. He pulls it down by
the string and holds it, turning it over dully.

He crouches down to her eye-level. She smiles.

REESE
Aren't you afraid to be out in the
open like this?

LITTLE GIRL
Huh?

Reese whirls reflexively at a SCREAM behind him. The mylar
balloon bursts in his tense hands. A teenage girl is being
doused with water by the boys with plastic jugs.

The little girl looks at the broken balloon, then glares at
Reese. She punches him soundly on the shoulder and storms
off.

At this moment she is bowled over by an IRISH SETTER that
licks her face while she shrieks with laughter.

Reese seems about to smile but doesn't quite know how to go
about it.

CUT TO:

EXT. SERVICE STATION/PAY PHONE - DAY

Sarah is talking on an open pay phone.

SARAH
...I know, Mom. This is the soonest
I could... I know. Mom... Mom, I
can't talk long. No, I'm okay.
(pause)
I was on TV? Really?
(pause)
Oh no, I hate that picture... why
didn't you give them my graduation
picture?
(pause)
I'm okay, really. Listen, I want you
to pack some stuff and go up to the
cabin for a few days. Just don't...
no, don't ask any questions. Just do
it. I gotta get going... gotta go.
Bye, bye.

Sarah has been idly leafing through the DIRECTORY. On a whim
she looks up something.

She freezes for a moment when she finds the listing.

Then with a triumphant expression she rips the page out of
the book.

CUT TO:

EXT. SERVICE STATION/PICNIC TABLE - DAY

Sarah is sitting at a table under a tree, lettering something
with a lipstick on a cardboard box-flap.

E.C.U. - SIGN, as the last letters are finished.

IT READS:

SILICON VALLEY

FULL ON SARAH as she retracts the lipstick and leans across
to hand it to a girl at the next table.

SARAH
Thanks a lot.

REESE (V.O.)
What's that?

Sarah looks up, startled to see him standing beside her.

SARAH
That's where we're going.

REESE
Why?

Sarah point to the directory page lying on the table.

MACRO - PAGE

Sarah's finger points to a listing which reads:

CYBER DYNAMICS CORPORATION
18144 El Camino Real, S'Vale

ANGLE ON SARAH AND REESE

She looks smug.

SARAH
Look. I found it. Isn't that it?
Cyber Dynamics Corporation?

REESE
What about it?

SARAH
Didn't you say that they're going to
develop this revolutionary new
thing...

REESE
Molecular memory.

SARAH
Whatever... they become the hotshot
computer guys so they get the job to
build El Computer Grande... Skynet...
for the government. Right?

REESE
(uneasy)
That's the way it was told to me.

Sarah's fear has been replaced by excitement.

SARAH
Well, we're gonna uninvent the
bastard. Eighty-six it. We'll blow
up the place... burn it down.
Something.

REESE
(very cold)
Tactically dangerous. We lay low.

SARAH
Reese. Think it through. We can
prevent the war. Nobody else is gonna
do it. If we go to anybody official
we wind up back in jail and then
that walking cuisinart has got us
again. We have to so it ourselves.

REESE
That's not my mission.

SARAH
(upset, mocking his
manner)
Listen. Understand. I'm not a military
objective, Reese. I'm a person...
You don't own me.

Reese takes her arm and pulls her to her feet.

REESE
Let's go. Time to move out.

SARAH
Fuck you! Let go of me!

She jerks her arm free. He reaches for her again but she
outdistances him, running.

REESE
(warning tone)
Sarah!

She dashes down a footpath among the trees, clutching her
sign. Reese follows her into the woods.

CUT TO:

EXT. WOODS/CLEARING - DAY

Only a few yards from the picnic area, the woods take over
completely.

PANNING WITH SARAH

as she runs down the path.

Reese tackles her from behind and they fall together in the
long spring grass.

She struggles violently to get away.

SARAH
Let... go... bastard...

She gets one arm free and whacks him hard in the face. Reese
reacts instinctively, leaping back in a defensive crouch.
Sarah freezes when she sees the .357 in his hand.

SARAH
(scared, but angry)
Oh, that's real smart. Go on, shoot
me. That's brilliant.

Reese is trembling as he lowers the gun.

Sarah too is shaking with emotion. Tears roll down her cheeks
and her voice cracks.

SARAH
Jesus Christ, Reese. Can't you see
I'm scared?

He straightens up and his arms go limp at his sides.

He turns away.

SARAH
I can't spend my life waiting for
that thing to catch up with me...
always looking over my shoulder,
wondering if I left some tiny clue
behind...

Reese doesn't respond.

The gun slips from his fingers.

His will seems to drain from him and he sags to his knees.

The moment stretches.

There is only the sunlight moving in shafts through the
leaves, the sound of a small stream nearby, birds chirping.

SARAH
Reese?

She crawls over to him.

C.U. - REESE

in profile, with Sarah in B.G.

His eyes are closed.

A tear meanders down his cheek.

SARAH
(quietly)
Kyle?

REESE
(a whisper)
I'm wrong here. I wasn't meant to
see this...

He gestures at their surroundings.

REESE
It's... like some dream. This...
this...

He touches the grass, the trunk of a tree.

REESE
...and you... all so... beautiful.
It hurts, Sarah. More than death.

He looks are her beseechingly.

REESE
Don't you understand... it's all
gone!

Sarah puts her arm around him.

She sniffs and wipes at her nose with the back of her hand.

SARAH
We can change it, Kyle. We have to
try.

She takes his shoulder in her hands.

SARAH
There's no fate but what we make for
ourselves. Right? Come on. Let's go,
kiddo. Whaddya say?

He picks up her sign and they look at each other for a second,
then get up.

CUT TO:

INT. TERMINATOR'S HOTEL ROOM - DAY

Terminator sits in his room with the blinds drawn tight.
Murky. Claustrophobic. With knife-slits of hot sunlight.

MEDIUM ON TERMINATOR

sitting on the edge of the bed.

His appearance isn't improving.

A patch of SCALP is blown away, revealing CHROME underneath.

A flap of skin dangles from his cheek, which exposes some of
the DRIVE CABLES which move the lips.

He is scanning Sarah's address book, turning a page every
two seconds.

C.U. - TERMINATOR

his eyes tracking rapidly. His skin is waxy, WHITE, BRUISED,
GANGRENOUS in places. He ignores the FEW FLIES crawling on
his face.

CUT TO:

POV - TERMINATOR

Showing Sarah's book.

In microseconds the handwritten entries are translated into
CRT-type characters and displayed to one side of the screen.
This updates instantly as the page is turned.

CUT TO:

INT. HOTEL CORRIDOR - DAY

A MIDDLE-AGED MAN with a torn T-shirt covering his paunch
knocks on the door. He is wheeling a trash cart.

MAN
Hey, buddy, you got a dead cat in
there of what?

CUT TO:

INT. TERMINATOR'S HOTEL ROOM - DAY

TIGHT ON TERMINATOR

as he looks up.

CUT TO:

POV - TERMINATOR

The digitized image PANS to the door and a LOGIC-FLOW DIAGRAM
appears overlaid in color-coded words. It concluded with a
list of potential appropriate responses:

YES/NO

OR WHAT

GO AWAY

PLEASE COME BACK LATER

FUCK YOU

FUCK YOU, ASSHOLE

The last begins to FLASH, and enlarges to fill the screen.

CUT TO:

RESUME ANGLE

TERMINATOR
Fuck you, asshole.

He returns to his scan.

CUT TO:

INT. CORRIDOR - DAY

The man shrugs and walks down the hall.

CUT TO:

EXT. MOTEL - DAY

The two fugitives walk toward an economy motel of the two-
story park-by-the-door variety.

Sarah turns to wave as a TRACTOR-TRAILER pulls away noisily,
heading back to the Interstate. The driver answers her wave
out the side window. Reese stops for a moment outside the
motel office to pet a GERMAN SHEPHERD sitting on the porch.

The dog wags its tail and licks his hand.

Reese opens the door and they go in.

CUT TO:

INT. MOTEL OFFICE - DAY

Reese pulls a crumpled wad of bills from his jeans and shows
it to Sarah.

REESE
Is this enough?

SARAH
Yes. And I don't want to know where
you got it.

She turns to the desk clerk, a female version of the pawnshop
lizard.

SARAH
(to clerk)
We need a room... with a kitchen.

CUT TO:

INT. MOTEL ROOM - DUSK

Kyle and Sarah enter the spartan room.

SARAH
I'm dying for a shower. You could
use one too. And we'd better check
that bandage.

REESE
Later. I'm going out for material.
Keep this.

He hands her the .38 he took off the detective.

She takes it without thinking as he leaves then realizes
that she has A LOADED GUN IN HER HAND, without the slightest
idea of how to use it. She lays it gently on the dresser.

As an afterthought, she turns it with one finger so that it
is pointing the other way.

Sarah moves the curtain slightly and looks outside.

CUT TO:

EXT. MOTEL - DUSK

Reese walks away toward a commercial area visible down the
road.

CUT TO:

INT. MOTEL ROOM - NIGHT

Sarah is on the phone, her hair still wet from a shower. She
sits on the bed with a towel wrapped around her.

SARAH
...No, Mom, I can't tell you where I
am. I was told not to say.

SARAH'S MOM (V.O.)
(filtered)
But honey, I need to know where I
can reach you or I'll be worried
sick. It turns out I can't stay up
here... the electricity's off... and
I don't know just where I'll be.

Sarah hesitates, then:

SARAH
Okay, here's the number. Are you
ready?

SARAH'S MOM (V.O.)
(filtered)
Go ahead.

CUT TO:

INT. MOUNTAIN CABIN - NIGHT

SLOW PAN around the room as the conversation between Sarah
and her Mom continues, completely VOICE OVER.

SARAH (V.O.)
(filtered)
It's 408-972-1439. Room 14.

SARAH'S MOM (V.O.)
(filtered)
I got it.

The PAN continues, revealing an overturned chair.

SARAH (V.O.)
(filtered)
Okay, I've gotta go. I'm sorry I
can't tell you very much now, Mom. I
love you.

The PAN comes to a table. Smashed plates. Spilled coffee. A
spatter of blood. A phone. It follows the phone cord onto
Terminator in CLOSE-UP as he continues in a perfect simulation
of her mother's voice...

TERMINATOR (MOTHER'S VOICE)
I love you too, sweetheart.

CUT TO:

INT. MOTEL ROOM - NIGHT

Sarah hangs up the phone, vaguely disturbed.

CUT TO:

INT. MOUNTAIN CABIN - NIGHT

Terminator rapidly dials the number Sarah gave.

TERMINATOR (HIS VOICE)
Hello.
(pause)
Tell me your address there.

CUT TO:

INT. MOTEL ROOM - NIGHT

TIGHT ON SEVERAL GROCERY BAGS

covering the counter beside the hot plate in the tiny
apartment.

Reese's hands split one open and its contents spill out.

FULL SHOT

Sarah looks through Reese's haul.

SARAH
Let's see. Corn syrup. Ammonia. Moth
balls... Mmm. What's for dinner?

REESE
(preoccupied)
Plastique.

There are also boxes of shotgun shells, road flares, tape,
scissors, pans, a strainer and many other odd utensils,
substances, chemicals.

SARAH
What's that?

REESE
Nitroglycerin, basically. Bit more
stable. I learned how to make it
when I was a kid.

Sarah looks a bit stricken as she contemplates the evening
ahead.

CUT TO:

EXT. HIGHWAY/CHEVY CAMARO - NIGHT

The dashlight illuminated Terminator from beneath as he drives
through the night. He looks like Death. His left eye glows a
faint red in the darkness.

CUT TO:

INT. MOTEL ROOM - NIGHT

A heartwarming domestic scene.

Sarah and Kyle have pulled the dresser out to use as a
worktable. Pans, packages and bottles clutter the kitchen,
B.G. On the table between them are eight ten-inch lengths of
PLUMBER'S PIPE, threaded each end. Kyle is showing Sarah how
to tamp the HIGH-EXPLOSIVE PUTTY into the pipe bombs and
seal them shut.

REESE
Make sure there's none on the threads,
like this. Now screw the end-cap
on... very gently.

SARAH
You must have had a fun childhood.

REESE
That's good. Now, seven more like
that while I make fuses.

SARAH
I was thinking, there's so much I've
got to show you when we get through
this. It's mind boggling, the
possibilities... Disneyland, the
beach, movies... matinees with popcorn
and foot-long hot dogs...

REESE
Hot dogs?

SARAH
I want to buy you a hot dog so
bad,Kyle... all the things you've
never seen and done. You're here,
but wherever you go, and whatever
you touch, you bring the war with
you.

REESE
My whole life has been combat.

SARAH
I want it to be over for you.

REESE
Not possible.

SARAH
I want it to be over for me too. I
feel like I slipped over some
invisible line, that I'm in your
world now. Everything's the same,
but I see it differently. It's like,
there's you and me, and him... but
nobody else can understand or help
or even touch us.

Reese looks up and finally catches her gaze. He reaches out
for her hand and it seems he may be taking it to comfort
her.

But he turns her wrist to read her watch.

REESE
We'll head out at 0200. That gives
you four hours to sleep if you want.
I'll finish.

CUT TO:

INT. MOTEL ROOM - NIGHT

ANGLE ON TABLE - The bombs are neatly ranked, finished. A
nylon satchel lies nearby. The mess is cleaned up.

WIDE SHOT reveals Reese sitting in silent vigil at the window.
The room is dark, lit only by a streetlight outside.

Sarah is asleep on the bed.

Reese sits cross-legged, shirtless, his body held rigid. The
image of discipline. The .357 is held loosely in one hand on
his lap. There is a fresh bandage on his shoulder.

Sarah wakes up and goes to him in the darkness. He looks at
her for a moment as she sits beside him, then back outside.

SARAH
He'll find us, won't he?

REESE
Probably. Sarah, if I get zeroed...

SARAH
Don't say that.

REESE
If I do, you have to get away,
disappear without a trace. Different
country, different name, everything.
In case they send another one.

SARAH
It'll never be over, will it? Look
at me, I'm shaking. Some legend,
huh? You must be pretty disappointed.

REESE
No. I'm not.

Several beats before Sarah speaks again. Her eyes seem
luminous in the dark.

SARAH
(softly)
Kyle, the women in your time... what
were they like?

REESE
Good fighters.

SARAH
That's not what I meant. Was there
someone special?

REESE
Someone?

SARAH
A girl. You know.

REESE
(mechanically)
No.
(pause)
Never.

He looks away, outside the window

SARAH
(softly)
I'm sorry.

Sarah studies him for a moment.

She's sitting slightly behind him and she puts her hands on
his shoulders and back, tracing the lines of his scars with
her fingertips.

SARAH
So much pain.

REESE
Pain can be controlled. You disconnect
it.

SARAH
And so you feel nothing.

REESE
It's better that way.

SARAH
(with great sympathy)
Oh, Kyle.

Reese takes a long, slow breath before he answers, and when
he does his voice has a new quality, an unfamiliar tenderness.

REESE
John Connor gave me a picture of you
once. I never knew why. It was very
old. Torn. Faded. You were young,
like you are now. You weren't
smiling... just a little sad... I
always wondered what you were thinking
at that second.

He closes his eyes, reaches toward her. His fingertips trace
the contour of her nose, chin, cheeks.

REESE
I memorized every line, every curve...

He opens his eyes, looking right at hers.

REESE
Sarah, I came across time for you. I
love you. I always have.

Sarah is quietly overwhelmed.

Reese looks away.

REESE
I'm sorry. I shouldn't have said...

SARAH
Kyle...

She leans forward and kisses him.

His face is frozen. A mask.

She continues, tenderly.

He begins to respond.

The dam breaks and he holds her in a tight, trembling embrace,
clinging to her like life itself.

Kyle picks her up and carries her to the bed.

She kisses his neck and chest, tracing his scars with her
lips.

He unbuttons her blouse very slowly.

Sarah guides his powerful hands over her.

A SEQUENCE OF CUTS. DETAILS. IMPRESSIONS.

Sarah, a very close angle, as she grimaces in divine agony.

Reese, his face rapt.

His hand, clutching the pillow as if to kill it.

It is explosive, torrential. A confluence of fate and will.

CUT TO:

INT. MOTEL ROOM/LATER - NIGHT

TIGHT ON SARAH AND REESE in each other's arms. Lying across
his chest, she surveys his face as his eyes close drowsily.

SARAH
I bet you're ticklish.

REESE
(uncomprehending)
Ticklish?

Sarah's hand moves OUT OF FRAME. After a moment Reese looks
down, puzzled.

REESE
What are you doing?

SARAH
(doggedly)
You'll beg for mercy in a second.

Reese seems unperturbed. Finally he begins to squirm.

REESE
I don't think I like this.

SARAH
You're not supposed to.

Now Reese is becoming desperate. A grimace spreads across
his face. It becomes a grin. Then he's laughing, trying to
escape but she won't let him, and they collapse, laughing
together.

Sarah gazes at his grin, a glimpse of the Reese that might
have been, in another life.

A moment later the grin vanishes at the sound of dogs barking
outside.

Reese is off the bed in an instant, crouched tense, eyes
alert. Feral as ever.

REESE
(whispering)
Listen to the dogs.

CUT TO:

EXT. MOTEL OFFICE - NIGHT

The German Shepherd, barking furiously, LUNGES TOWARD CAMERA
repeatedly, at the end of a chain.

A dark figure moves by in the F.G., out of the dog's reach.

CUT TO:

INT./EXT. MOTEL/TERMINATOR'S POV - NIGHT

The digitized view is image-intensified, bright and stark as
a lunar landscape. PAN OFF the lunging dog to the row of
rooms facing the parking lot.

HANDHELD as we approach the doors.

It is WIDE ANGLE and the barrel of the AR-180 is visible at
the bottom of FRAME.

The nearest vehicle parked in front is a LARGE PICKUP TRUCK
WITH TWO DIRT BIKES lashed in the bed, seen prominently as
we pass.

The POV approaches a door. Number 14.

The door is KICKED OPEN.

Moving inside.

The assault rifle sprays the room, exploding the indistinct
forms on the bed. Staccato glare. Approaching the bed. Nothing
there put the shredded remain of sheets and pillows.

The POV shifts to the BACK DOOR, which is ajar, and moves
toward it. Through the door. Revealing an EMPTY YARD.

CUT TO:

INT. PICKUP TRUCK/PARKING LOT - NIGHT

Reese is under the dash, playing with the wires.

Sarah lies on the seat, clutching the nylon satchel, which
bulges with the explosive charges. She has dressed hastily
and is barefoot.

REESE
Light it now.

Sarah has been holding a BIC LIGHTER near the tip of a fuse.
She thumbs the flame on. The fuse catches as Reese twists
the wires and the engine starts to turn over.

CUT TO:

INT./EXT. MOTEL ROOM - NIGHT

Terminator spins at the sound of the truck engine catching.

FAST PANAGLIDE WITH HIM as he runs the length of the suite,
stops outside the front door. Whips the AR to his shoulder.

The truck is BACKING WILDLY across the lot B.G.

Terminator turns, looking into CAMERA as a SIZZLING SOUND
becomes audible.

DETAIL - PIPE CHARGE, lying just inside the door, in the
shadows. The fuse is burning.

WIDE SHOT - On doorway, from the parking lot, as Terminator
takes two leaping strides forward and the CHARGE EXPLODES.

The front of the building is BLOWN TO KINDLING.

Terminator is flung forward by the blast.

CUT TO:

EXT. STREET/PICKUP TRUCK - NIGHT

PANNING RAPIDLY as the truck shoots out of the parking lot
and tears down the street.

CUT TO:

EXT. MOTEL - NIGHT

Terminator lies face down, motionless, F.G., as the debris
from the blast settles. A YOUNG GUY ON A HONDA 750 crosses
the parking lot and stops near him, running forward.

Terminator starts to get up, moving slowly.

RIDER
(crouching beside him)
Don't try to move, buddy.

MOVING WITH TERMINATOR as he shoves the cyclist aside and
approaches the BIKE, which is STILL RUNNING.

CUT TO:

PARKING LOT/TERMINATOR'S POV - NIGHT

Digitized POV, approaching the cycle. The image reduces to
GRAPHIC OUTLINES, with separate systems COLOR-CODED. It breaks
down suddenly into individual SIDE, TOP and PLAN VIEWS. All
in less than four seconds.

CUT TO:

INT./EXT. FREEWAY/PICKUP TRUCK - NIGHT

Reese slides the truck into an ON-RAMP and guns in onto the
freeway, burying the throttle. Traffic is light... a few 18-
wheelers. The truck tops out at 110 and he holds it. They
flicker rapidly through pools of light and shadow.

ANGLE OVER REESE'S SHOULDER as they hurtle forward. An
interchange flashes by in an instant.

PACING WITH THE TRUCK, looking back as a single headlight
arcs radically across all lanes behind them and grows
BRIGHTER, CLOSING.

CUT TO:

EXT. FREEWAY - NIGHT

LOW WIDE ANGLE preceding Terminator on the bike. He is tucked,
getting as much speed as possible out of the 750. As he GAINS
ON THE CAMERA, FILLING FRAME, he unslings the assault rifle.
Raises it against the windstream in a one-handed pistol grip.

CUT TO:

INT. PICKUP TRUCK - NIGHT

Reese motions Sarah to keep her head down. He pulls the Colt
Python from his coat pocket. Steering with his elbows, he
checks the load. Snaps the cylinder shut. Glances in the
rear mirror. Turns the wheel.

CUT TO:

EXT. FREEWAY - NIGHT

WIDE ANGLE, following close to Terminator, as he closes on
the pickup, B.G. The truck swerves suddenly, diving around a
TRACTOR-TRAILER. Terminator leans hard to follow.

LOW WIDE ANGLE preceding the pickup and Terminator as they
swerve as high speed. Reese uses the slow semis as static
obstacles. He misses them by inches, TIRES SQUEALING.

ANGLE OVER SARAH'S SHOULDER, through the front window as the
back of a SEMI-TRAILER hurtles toward them, straight ahead.

HIGH ANGLE, following both vehicles as Reese feints RIGHT
and then skids LEFT. He slides toward the trailer in a FOUR-
WHEEL DRIFT as Terminator commits to the right.

M.C.U. - TERMINATOR, over the barrel of the AR, as he FIRES.

SIDE ANGLE - PASSING TRUCK-TRAILER, bullets strafe across it
as the pickup vanishes behind. Terminator skids the bike,
barely missing an abutment, and is forced onto an OFF-RAMP.

LOW SIDE ANGLE preceding Terminator as he roars down the off-
ramp without slowing. Runs the red light at the bottom as a
hundred miles an hour. Climbs the ON-RAMP.

CUT TO:

INT. PICKUP TRUCK - NIGHT

Sarah is buffeted as Reese fights to control the skidding
truck. The angle is past Reese, F.G., on Sarah.

Terminator appears B.G., converging rapidly as the on-ramp
joins the freeway.

REESE
Switch places with me.

She slides over him while he keeps the hammer down.

CUT TO:

EXT. FREEWAY - NIGHT

Reese is out the window to the waist, aiming double-handed.
He FIRES. ONCE. TWICE. AGAIN.

They enter an interchange. Ahead lies a LONG, SWEEPING CURVE,
two lanes wide and elevated.

Terminator rocks back from a round between the eyes that
bares metal, the FIRES.

Bullets rake the pickup.

The windows are blown out.

The side mirror explodes.

Reese is hit. Drops the .357.

Sarah screams and weaves, barely in control.

CUT TO:

INT. PICKUP TRUCK - NIGHT

Sarah reaches across and pulls Reese's limp body back inside.
He slumps on the seat, moaning. Stunned.

SARAH
Kyle... oh God...

He has a bullet in the chest. Another has broken his arm.
Sarah feels all hope recede.

CUT TO:

EXT. FREEWAY - NIGHT

Terminator crosses behind the truck, coming up on Sarah's
side.

He FIRES.

Sarah shrieks as the doorpost next to her head CLANGS WITH
HITS.

The short burst EMPTIES THE GUN.

It CLATTERS TO THE PAVEMENT a moment later, discarded.
Terminator draws the .38. Takes aim.

Sarah SCREAMS. HITS THE BREAKS HARD. CRANKS THE WHEEL.

GLASS behind her EXPLODES with gunfire.

SWERVING VICIOUSLY the truck SLAMS THE BIKE, sending it FLYING
INTO A GUARDRAIL. Terminator goes over the handle bars at a
hundred miles per hour.

CUT TO:

INT. PICKUP TRUCK - NIGHT

Sarah fights the wheel, losing control of the slewing pickup.

CUT TO:

EXT. FREEWAY OVERPASS - NIGHT

Terminator hits the pavement, tumbling, rolling, sliding
with a CHATTERING SCREECH and spraying sheets of SPARKS as
flesh strips away and steel screams on concrete.

The pickup SWAPS ENDS violently, smashing into the guardrail.

Terminator hits the guardrail, bounces up, tumbles along the
top and then pitches OUT INTO SPACE.

CUT TO:

EXT. INTERSECTING FREEWAY - NIGHT

Terminator smashes to the pavement in the middle lane and
lies there, face-down. Still.

CUT TO:

INT./EXT. PICKUP/OVERPASS - NIGHT

Sarah is slammed hard as the truck grinds to a stop against
the guardrail. She checks Kyle. He is barely conscious. Sarah
heaves open the door. Runs to the guardrail. Looks down.

CUT TO:

EXT. LOWER FREEWAY - NIGHT

After a long moment Terminator slowly rolls over and sits
up.

LOW ANGLE as he rises into FRAME, a mass of blood. Clothing
and skin in tatters.

HEADLIGHTS FLARE behind him and an AIRHORN BLARES.

FULL SHOT as a DOUBLE-TRAILER KENWORTH GASOLINE TANKER smashes
him down and under with a METALLIC CRASH.

ANGLE UNDER TANKER as Terminator rolls, clattering, and the
mass blurs above him. He RICOCHETS between the pavement and
the speeding undercarriage until a stray bounce flings him
up into the rear suspension.

CUT TO:

EXT. FREEWAY OVERPASS - NIGHT

UP ANGLE ON SARAH

at the railing, looking down. She raises one fist into the
air triumphantly.

SARAH
Alriiight!

CUT TO:

INT. TANKER CAB - NIGHT

The stunned DRIVER hits the brakes. His PARTNER grabs his
arm.

PARTNER
Don't stop.

They lock eyes for a moment.

DRIVER
I have to, man.

CUT TO:

EXT. FREEWAY/TANKER

ANGLE UNDER THE REAR TRAILER

Terminator clings with inhuman strength to the rear
suspension. The pavement blurs by beneath him. The air brakes
howl.

CUT TO:

EXT. FREEWAY OVERPASS - NIGHT

Sarah watches the truck roll on without leaving a body in
its wake.

She feels a premonitory dread.

CUT TO:

EXT. FREEWAY/TANKER - NIGHT

Beneath the braking semi, Terminator CRAWLS UPSIDE DOWN,
hand over hand like a HUMAN FLY, toward CAMERA. The left eye
GLOWS LIKE A COAL in the dark. As the pavement stops beneath
him he drops off and rolls out from under the truck.

CUT TO:

INT. TANKER CAB - NIGHT

The driver looks around in astonishment as his door is ripped
open.

Terminator appears. A grisly apparition.

FLINGS THE DRIVER OUT and takes his place behind the wheel.
Ignoring the terrified partner, he examines the controls.

CUT TO:

POV - TERMINATOR

In digitized cyborg-vision we see an ABSTRACT OF THE
INSTRUMENTS. The shift lever is extended graphically down
into a three-dimensional SCHEMATIC OF THE TRANSMISSION.
Analytical DATA PRINTS OUT RAPID-FIRE.

CUT TO:

EXT. FREEWAY OVERPASS - NIGHT

From the railing Sarah sees the tanker below as a body falls
beside it, rolling.

The truck swings in a slow arc.

TEARS THROUGH THE DIVIDING FENCE.

Heads back toward her on the wrong side of the freeway.

She stares in numb horror.

The nightmare refuses to end.

She runs to the crippled pickup and sees a front tire flat,
shredded by a crumpled fender.

She searches the cab frantically for the KEYS TO THE
MOTORCYCLES. Finds them above the sun visor.

Sarah leaps into the bed of the pickup and attacks the
motorcycle strap-downs frantically.

Panting with terror she rolls the bike off the truck.

It crashes on its side and she falls on it painfully.

Straining until she CRIES OUT INVOLUNTARILY, she lifts it
upright.

KICKS the engine over.

LOW ANGLE

as the tanker crashes back through the divider and starts UP
THE OVERPASS. Sarah is trapped in that concrete corridor.

She kicks for her life.

The bike catches for a moment. Dies.

The truck BELLOWS, down-shifting on the curving grade.

Sarah kicks again and again, crying out with each stroke.

Again and again, furiously.

The engine CATCHES.

SARAH
(rapidly)
Come on, come on, come on... run,
you...

The bike runs with a healthy roar.

LOW ANGLE

up the face of the tractor-trailer, the retaining wall
blurring by. Terminator's red eye can be seen through the
windshield.

Sarah drags Reese, stumbling, to the bike, props him on the
seat behind her. He clutches the satchel weakly.

SARAH
Hold on real tight, okay?

She guns the engine and roars off.

LOW ANGLE

as the tanker demolishes the pickup a moment later, TOSSING
IT OVER THE SIDE LIKE A BEER CAN.

CUT TO:

EXT. FREEWAY - NIGHT

Sarah hits level freeway with a quarter-mile lead on the
tanker, distant B.G., but the little bike is overloaded and
she can't coax it above seventy-five.

ANGLE ON TANKER roaring forward, shifting up through the
gears.

CLOSE ON SARAH AND KYLE, his head lolling on her shoulder.
He starts to fall sideways.

SARAH
(shouting)
Hold on, goddamnit!

He rouses slightly, gripping her tighter.

HIGH ANGLE - MOVING WITH BOTH VEHICLES as Sarah starts to
ZIGZAG desperately across all four lanes. The truck stays
with her, closing, its trailer WHIPLASHING VIOLENTLY.

CUT TO:

EXT./INT. TUNNEL - NIGHT

The truck is right behind them as then enter a TUNNEL. A
half-mile of exitless concrete and strobing fluorescent
lights.

M.C.U. - SARAH AND KYLE (PROCESS SHOT) - He blinks and looks
back at a SOLID WALL OF METAL AND LIGHTS looming behind them.
Sarah hunches down. They hit eighty.

FULL SHOT -- The leviathan dwarfs them, its big tires ROARING
like the hubs of Hell.

CUT TO:

EXT. FREEWAY - NIGHT

The tanker is twenty feet behind them as they clear the
tunnel. Sarah dodges to one side and LOCKS THE BRAKES. The
bike slides, fish-tailing.

The truck roars past, hitting the air-brakes.

The trailers force her closer and closer to the guardrail as
Terminator tries to sandwich her.

The bike slides to a stop.

The rearmost set of trailer wheels slams into the guardrail
right in front of Sarah.

Sarah emerges from a cloud of tire smoke, cutting across all
four lances behind the stopped semi.

CUT TO:

EXT. FREEWAY EMBANKMENT - NIGHT

Sarah tries to ride down the steep embankment but loses
control, spilling the bike. She and Kyle tumble down the
slope.

MOVING WITH HER as she scrambles, half-dragging Kyle, through
a row of trees at a chainlink retaining fence. She crawls
under the fence, tugs Kyle and the satchel through after.

Sarah looks up at the source of a SUDDEN THUNDEROUS ROAR.

CUT TO:

ANGLE ON TANKER

It appears above them, grinding over the embankment. It rolls
down the steep slope TOWARD CAMERA, FLATTENING TREES.

CUT TO:

EXT. INDUSTRIAL SITE - NIGHT

Sarah and Kyle scramble up and run across the STORAGE LOT of
a MODERN FACTORY COMPLEX of LOW BUILDINGS. Kyle struggles to
keep up, holding the satchel.

LIKE A JUGGERNAUT the truck follows, smashing through parked
cars and FLATTENING A PRE-FAB STORAGE BUILDING.

They enter an alley-like space between two buildings. Kyle
is fumbling to open the satchel.

ANGLE BACK as the tanker enters the alley. It TEARS THE CORNER
OFF ONE BUILDING as it turns in. Terminator looks down from
his mountain of steel.

CUT TO:

INT. TANKER CAB - NIGHT

OVER TERMINATOR'S SHOULDER, looking down at a tiny figure
below, running in the headlights' glare. It is Sarah, alone.

CUT TO:

EXT. ALLEY - NIGHT

Reese crouches in a TRASH DUMPSTER which is sandwiched between
the wall and the tanker. There are only inches of clearance
as the trailers pass by.

He lights a PIPE CHARGE, jumps up and wedges it under the
tank-cylinder of the second trailer.

He ducks as it rolls on.

Sarah is stumbling in the glare of the truck's lights.

E.C.U. - PIPE BOMB, the fuse burning.

M.C.U. - TERMINATOR, through the windshield, his eye glowing.

C.U. - REESE huddles in the dumpster.

CUT TO:

LOW WIDE ANGLE ON SARAH AND TRAILER (PROCESS SHOT)

The REAR TRAILER EXPLODES. An unbelievable FIREBALL ERUPTS
SKYWARD, silhouetting Sarah's running figure F.G.

The dumpster is enveloped by fire and hurled, rolling, down
the alley.

Sarah makes it around a corner as the FORWARD TRAILER EXPLODES
and an OCEAN OF FLAME rolls forward, blasting by her.

The dumpster topples and Kyle rolls out, surrounded by fire.

SEQUENCE - TERMINATOR

In the center of the inferno Terminator struggles violently.

His FLESH FIRES AND SIZZLES. He tears loose from the TWISTED
WRECKAGE and collapses to the ground. Sinks into a CHARRED
MASS. STOPS MOVING.

C.U. - TERMINATOR, mouth open, skull-like, motionless in the
flames.

CUT TO:

EXT. ALLEY - NIGHT

Sarah crawls away from the intense heat and lies watching
the motionless figure in the blaze.

CUT TO:

EXT. ALLEY/FAR END - NIGHT

Sarah rounds the corner, staggering, searching.

She sees Kyle crumpled face-down near the dumpster, sheltered
from the heat by its mass.

She drags his away. Rolls him over.

C.U. - REESE, his head lolls. He opens his eyes

REESE
(weakly)
Sarah.

SARAH
We did it, Kyle. We got it.

She hugs him.

CUT TO:

FULL SHOT (PROCESS)

They hold the embrace, silhouetted by the diminishing flames.

It would be a wonderful final image.

Except... TERMINATOR STAGGERS OUT OF THE BLAZE BEHIND THEM.

M.C.U. - TERMINATOR, the last flakes of flesh are falling
from him like burning leaves. His gleaming structure is
revealed in all its intricacy. No longer a 'He', but an 'It'.

It looks like Death rendered in steel.

A CHROME SKELETON with HYDRAULIC MUSCLES and TENDONS OF
FLEXIBLE CABLE. In the sockets of the metal skull, the eyeball
swivels with a WHIR of tiny servos, both glowing red now.

It turns slowly and fixes its gaze directly INTO CAMERA.

CUT TO:

EXT. ALLEY - NIGHT

C.U. - SARAH - She chokes on a scream, crams knuckles in her
mouth.

FULL SHOT (FX), as the machine takes a step toward them,
dragging one MALFUNCTIONING LEG.

PANAGLIDE WITH KYLE AND SARAH as they stagger to their feet
and run to the nearest building. They come to a glass door.
Kyle kicks it in. Unlatches it. They enter dark OFFICES to
the sound of ALARMS and DISTANT SIRENS.

CUT TO:

INT. CORRIDORS - NIGHT

Sarah and Kyle run down a corridor.

Through a door, which they close and lock.

They move off down a cross-corridor.

The Terminator BLASTS THE DOOR OFF ITS HINGES, F.G., and
staggers through. It starts after their receding figures as
they round the corner at the end of the hall.

CUT TO:

INT. OPEN OFFICES - NIGHT

Wracked, exhausted, they stumble through a maze of PARTITIONED
OFFICE CUBICLES.

CUT TO:

INT. CORRIDOR - NIGHT

The Terminator catches sight of them through a floor-to-
ceiling window. It makes an unhesitating right turn through
the glass.

CUT TO:

INT. OPEN OFFICES - NIGHT

Sarah and Kyle look back at the sound of SHATTERING GLASS.

PANAGLIDE PRECEDING THE TERMINATOR as it crashes forward,
line-of-sight, through the maze. It splinters partitions.
Flings desks out of the way.

FOLLOWING SARAH AND KYLE as they reach a heavy FIREDOOR and
go through.

CUT TO:

INT. MANUFACTURING AREA - NIGHT

Kyle slides the bolts on the metal firedoor. Behind them are
acres of machinery in darkness. Silence.

CRASH! The Terminator hits the door from the far side. Hinges
SQUEAL.

Kyle goes to a LARGE BREAKER PANEL and opens it. Starts
throwing switches. Behind them, machines START UP ONE BY
ONE.

SARAH
(panting)
What are you doing?

REESE
(weakly)
Cover... our footsteps...

He sags, sliding down the wall. She pulls him up.

Half-carries him into the maze of machines.

The dark gallery is filled with WHIRRING, CLANKING SHAPES,
SHATTERING CONVEYER BELTS and improbable mechanisms lashing
mindlessly.

Reese slips to the floor and Sarah is no longer able to
support him.

REESE
(faintly)
Leave me here.

Sarah crouches beside him.

Grabs his shirt front.

Yells over the machines.

SARAH
I'm not leaving you anywhere you
jerk. Haven't you figured it out?
Kyle, John is our son.

Reese's eyes refocus.

SARAH
There isn't going to be anybody
else... I don't want anybody else.
Listen to me!

She pauses, then resumes in a commanding, military shout.

SARAH
Move! Reese! Let's go. Move you ass!

She drags him to his feet and he staggers on.

Hinges SHATTER and the firedoor is hurled inward.

The Terminator scans the darkness.

ANGLE - PANNING WITH SARAH AND KYLE as they move through the
machines.

The cyborg steps forward, scanning methodically.

Sarah and Kyle move in a crouch through the treacherous tangle
of pipes and machinery. Kyle picks up a length of pipe to
use as a weapon. As they climb out onto a catwalk between
the two huge mechanisms, Sarah clambers over an innocuous
CONTROL PANEL.

Her knee inadvertently hits a RED PUSH BUTTON.

With a ROAR the stamping plate of a HYDRAULIC PRESS slams
down an inch from her hand.

Startled, she tumbles to the catwalk.

The Terminator's eyes swivel as he hears the single non-
rhythmic sound.

Kyle and Sarah run to the end of the catwalk, but find the
door there locked.

SARAH
Come on!

They double back to escape the cul-de-sac. The Terminator
steps in front of them, cutting them off.

REESE
(shouting)
Run!

He pushes Sarah roughly and she stumbles away.

Kyle raises the pipe with his good arm as the Terminator
advances.

REESE
(over his shoulder)
Run, damn it!

She hesitates, backing away.

The cyborg swings at Reese.

STEEL CLANGS ON STEEL.

Kyle strikes and parries but is sledgehammered back.

ANGLE ON CATWALK as Kyle lands in a heap, smashed against a
stanchion of the railing which prevented him falling to the
factory floor twenty feet below.

Sarah turns and runs.

LOW ANGLE PAST REESE, F.G., as the cyborg approaches him.

E.C.U. - A FUSE BURNING.

C.U. - KYLE'S FACE streaked with blood, pressed to the floor
as a metal foot CLANGS DOWN, F.G. His eyes snap open.

Sarah falls, gets up, runs on.

The Terminator draws back for a death blow.

And Kyle rolls with the last of his strength, raising the
pipe bomb he has been cradling. He jams it between two
hydraulic cylinders just beneath the cyborg's armored ribcage.
Then rolls off the catwalk. Terminator has an instant to
react, reaching for the bomb, before it EXPLODES.

Sarah is pitched forward by the blast and slides on the floor.

Slams up against one wall.

A withering spray of shrapnel strafes the walls around her.

Pieces of scrap metal clatter throughout the factory, raining
down.

C.U. - SARAH, very still. She winces and opens her eyes.
Slowly looks up.

POV - SARAH, as the smoke clears. The Terminator is GONE.

Unrecognizable clumps of BURNING DEBRIS lie scattered about.

Looking down through the grating floor she sees Kyle's body.

LOW ANGLE ON KYLE F.G., Sarah on catwalk above. Kyle's eyes
are half-open. Still. His face peaceful.

ANGLE ON ONE OF THE FIRES climbing some plastic tubing and
triggering a SPRINKLER HEAD. It begins to rain.

C.U. - SARAH sitting up as the water runs over her.

She looks down. Protruding from her right thigh is a TWISTED
PIECE OF METAL. Shrapnel. Part of the cyborg. She pulls it
out, grimacing. Her leg is broken.

It is a long time before she can gather the will to move.

SARAH'S POV - She sees a WALL PHONE several yards away, beyond
the debris from the explosion.

She starts to crawl toward it.

She passes A LARGE CLUMP OF DEBRIS, F.G.

ANGLE ON DEBRIS (FX) as it rolls over suddenly!

Now recognizable as the TERMINATOR'S HEAD AND ARMS, with
half of the scattered torso trailing wires and twisted metal.

IT LUNGES FOR HER!

Sarah wants to scream this time, from the depths of her soul,
but there is no scream, only a dry shivering sob.

The Terminator drags itself SCRAPING over the floor, steel
fingers clutching.

Sarah is shaking and whimpering as she scrabbles away,
crawling in agony.

ANGLE ON CONVEYOR BELT as Sarah flops from the catwalk onto
the MOVING STRIP. She is carried into the intricate lattice
of equipment. Sarah rolls off weakly before going under a
set of sorting rollers.

ANGLE THROUGH MACHINERY - ON THE TERMINATOR (FX) as it crawls
after her, dragging its body. It tracks her unerringly, EYES
GLOWING.

Sarah moves deeper into the DARK, CLASHING JUNGLE of
machinery.

Around her is a rain-drenched tangle of CABLES, PIPES and
unforgiving mechanisms of steel.

The Terminator clambers through after her.

C.U. - SARAH - Water pours into her eyes as she catches sight
of something. A familiar CONTROL BOX.

She drags herself toward it.

C.U. - THE TERMINATOR (FX) - It spots her wedged in a tiny
crawl space. No way out.

It crawls the last few feet, EYES RED IN THE DARK.

Hypnotized, Sarah watches the Terminator REACHING TOWARD
HER.

She is jammed in a corner.

Sarah's hand claws around to the front of the control panel,
seeking the RED BUTTON.

E.C.U. - HER WET FINGERTIPS FEEL THE BUTTON.

ANGLE ON THE TERMINATOR (FX), his steel hand reaching out.

E.C.U. - SARAH, her face inexplicably calm, eyes steady in
that infinite instant. She clenches her teeth to keep from
screaming as she WAITS.

The Terminator's hand reaches for her throat to crush the
life out of her and end its long mission.

SARAH
(voice icy)
You're... terminated... fucker!

E.C.U. - BUTTON, as her bloody finger stabs it down.

FULL SHOT, showing how the cyborg has been led into the MAW
OF THE HYDRAULIC PRESS.

THE STAMPING PLATE THUNDERS DOWN!

Tons of mechanical pressure flatten the Terminator's head
and body like tin-foil. The PRESS SCREAMS, jamming solid.

Lightning snaps out in one brief blaze, leaping to surround-
ing machinery, arcing to Sarah's wristwatch. All the
Terminator's energy is released in one second.

ANGLE on the narrow gap between the upper and lower plates:
a pinpoint of red light DWINDLES AND GOES OUT.

TIGHT ON SARAH, shivering uncontrollably. The steel fingers
are frozen an inch from her throat. She can only stare as
water runs over her.

CUT TO:

INT. FACTORY - DAWN

CLOSE ON the side rail of an ambulance gurney SNAPPING UP
into position. Sarah's eyes are closed and she is moved OUT
OF FRAME.

WIDE SHOT, showing the gurney being rolled by TWO ATTENDANTS
past the site of the last explosion.

SEVERAL POLICE OFFICERS are picking through the debris.

PANNING WITH THE GURNEY as it is wheeled out, holding on TWO
FACTORY EMPLOYEES, F.G.

One, the PLANT MANAGER, bends to examine a piece of the cyborg
lying at the base of the hydraulic press. A COP, B.G., notices
this.

COP
Look, I told you not to touch anything
until we're done. You got that?

MANAGER
Sure thing, officer.

He stands and palms a small object to HIS ASSISTANT. They
step around the corner.

ASSISTANT
What is it?

MANAGER
Microcomputer chassis. But I've never
seen stuff like this anywhere.

ASSISTANT
Weird. Jap stuff, maybe?

MANAGER
Keep it out of sight and get it down
to R and D Monday, first thing.

ASSISTANT
Good idea.

CUT TO:

EXT. BUILDING - DAWN

Sarah is being lifted into the ambulance. She looks up as
the doors are latched shut.

TILT UP to follow her gaze.

The sign above the entrance of the building reads:

CYBER DYNAMICS CORPORATION

SLOW DISSOLVE TO:

INT./EXT. LANDROVER - LATE AFTERNOON

MACRO ON CASSETTE RECORDER, the center capstans of a tape
turning.

SARAH (V.O.)
...and the hardest thing is deciding
what I should tell you and what not
to. Well, anyway, I've got a while
yet before you're old enough to
understand the tapes. They're more
for me at this point... to help get
it all straight.

COVER SHOT reveals Sarah as the wheel of a dusty landrover
parked at the pump island of a tiny gas station. All of its
signs are in hand-lettered Spanish. Beyond lies an expanse
of scrub desert. The sky scowls with an impending storm.

Sarah speaks quietly into a hand microphone as a dark-
complected attendant laconically fills her tank. She cradles
the cassette recorder in her lap, in the lee of her SWOLLEN
BELLY.

She looks to be about SIX MONTHS ALONG.

Under her down vest she wears a leather shoulder holster and
the butt of a .357 REVOLVER presses against her breast. She
tugs the vest closed as the attendant glances her way. A
German Shepherd sits in the back among taped boxes and
suitcases.

SARAH
Should I tell you about your father?
That's a tough one. Will it change
your decision to send him here...
knowing? But if you don't send Kyle,
you could never be. God, you can go
crazy thinking about all this... I
suppose I'll tell you... I owe him
that. And maybe it'll be enough if
you know that in the few hours we
had together we loved a lifetime's
worth...

CLICK. WHIR. Sarah jumps at a sound nearby, breaking her
reverie. A small MEXICAN BOY has snapped her picture with a
beat-up Polaroid camera. He holds it out to her, speaking
rapid Spanish.

ATTENDANT
He says you are very beautiful,
Senora, and he is ashamed to ask
five American dollars for this
picture, but if he does not, his
father will beat him.

SARAH
That's a pretty good hustle, kid.
Four. Quatro.

The boy takes her four dollars and she watches the snapshot
develop. It is a good photograph of her, the wind lightly
ruffling her hair, expression thoughtful, slightly sad.

We recognize it as the one Reese carried in 2029. She slips
it into her short pocket.

ATTENDANT
Mil trescientos... fifteen dollars
American.

As she pays him, distant thunder rolls.

The boy yells something in Spanish as he runs off.

SARAH
What did he say?

ATTENDANT
(accented)
There is a storm coming in.

Sarah gazes at the thunderheads building up out over the
desert. Heat lightning pulses in their depths.

SARAH
(quietly)
I know.

CAMERA CRANES UP as she pulls away, driving across the flat
desert on a ribbon of highway. A brilliant flash crescendos
from horizon to horizon out at the rim of the world.

THE END

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