Terminator 2: Judgment Day (1991)

by James Cameron, William Wisher.

Revised final shooting script.

1	EXT. CITY STREET - DAY

Downtown L.A.  Noon on a hot summer day.  On an EXTREME LONG LENS the

lunchtime crowd stacks up into a wall of humanity.  In SLOW MOTION

they move in herds among the glittering rows of cars jammed bumper to

bumper.  Heat ripples distort the torrent of faces.  The image is

surreal, dreamy... and like a dream it begins very slowly to

DISSOLVE TO:

2	EXT. CITY RUINS - NIGHT

Same spot as the last shot, but now it is a landscape in Hell.  The

cars are stopped in rusted rows, still bumper to bumper.  The

skyline of buildings beyond has been shattered by some

unimaginable force like a row of kicked-down sandcastles.

Wind blows through the desolation, keening with the sound of ten

million dead souls.  It scurries the ashes into drifts, stark

white in the moonlight against the charred rubble.

A TITLE CARD FADES IN:

LOS ANGELES, July 11, 2029

3	ANGLE ON a heap of fire-blackened human bones.  Beyond the mound is a

vast tundra of skulls and shattered concrete.  The rush hour crowd

burned down in their tracks.

4	WE DISSOLVE TO a playground... where intense heat has half-melted the

jungle gym, the blast has warped the swing set, the merry-go-round

has sagged in the firestorm.  Small skulls look accusingly from the

ash-drifts.  WE HEAR the distant echo of children's voices... playing

and laughing in the sun.  A silly, sing-songy rhyme as WE TRACKS

SLOWLY over seared asphalt where the faint hieroglyphs of hopscotch

lines are still visible.

CAMERA comes to rest on a burnt and rusted tricycle... next to the

tiny skull of its owner.  HOLD ON THIS IMAGE as a female VOICE speaks:

VOICE

3 billion human lives ended on August 29th, 1997.

The survivors of the nuclear fire called the war

Judgment Day.  They lived only to face a new

nightmare, the war against the Machines...

A metal foot crushes the skull like china.

TILT UP, revealing a humanoid machine holding a massive battle rifle.

It looks like a CHROME SKELETON... a high-tech Death figure.  It is

the endoskeleton of a Series 800 terminator.  Its glowing red eyes

compassionlessly sweep the dead terrain, hunting.

The SOUNDS of ROARING TURBINES.  Searchlights blaze down as a

formation of flying HK (Hunter-Killer) patrol machines passes

overhead.  PAN WITH THEM toward the jagged horizon, beyond which we

see flashes, and hear the distant thunder of a pitched battle in

progress.

5	EXT. BATTLEFIELD - NIGHT

THE BATTLE.  Human troops is desperate combat with the machines for

possession of the dead Earth.  The humans are a ragtag guerrilla

army.  Skynet's weapons consist of Ground HKs (tank-like robot

gun-platforms), flying Aerial HKs, four-legged gun-pods called

Centurions, and the humanoid terminators in various forms.

SEQUENCE OF RAPID CUTS:

5A      Explosions!  Beam-weapons firing like searing strobe-light.

5B      A gunner is an armored personnel carrier fires a LAW rocket at a

pursuing Aerial HK, bringing it down in a fiery explosion.

5C      Another APC is crushed under the treads of a massive Ground HK.

5D      A TEAM OF GUERRILLAS in a intense fire-fight with terminator

5E      endoskeletons in the ruins of a building.  Three terminator

5F      endoskeletons advance, firing rapidly.  Another (complete cyborg),

with flesh ripped open and back broken, gropes for a rifle on the

ground.

5G      A Centurion overruns a human firing position.  Soldiers are cut

down as they run.  Fiery explosions light the ranks of advancing

machines.

6	IN A BLASTED GUN EMPLACEMENT at the edge of battle, a man watches

the combat with night-vision binoculars.  He wears the uniform of a

guerrilla general, and a black beret.  He is still amid running,

shouting techs and officers.

C.U. MAN, pushing slowly in as the battle rages O.S.  He lowers the

binoculars.  He is forty-five years old.  Features severe.  The left

side of his face is heavily scarred.  A patch covers that eye.  An

impressive man, forged in the furnace of a lifetime of war.  The name

stitched on the band of his beret is CONNOR.  We push in until his

eyes fill frame, then...

DISSOLVE TO:

FIRE.  SLOW, BOILING, ENORMOUS.  FILLING FRAME.

VOICE (SARAH CONNOR)

Skynet, the computer which controlled the machines,

sent two terminators back through time.  Their

mission: to destroy the leader of the human

Resistance... John Connor.  My son.

The first terminator was programmed to strike at

me, in the year 1984... before John was born.

It failed.

The second was set to strike at John himself,

when he was still a child.  As before, the

Resistance was able to send a lone warrior.  A

protector for John.  It was just a question of

which one of them would reach him first...

DISSOLVE TO:

7	EXT. TRUCKSTOP - NIGHT

Wild fingers of BLUE-WHITE ELECTRIC ARCS dance in a steel canyon

formed by two TRACTOR TRAILERS, parked side by side in the back lot

of an all-night truck stop.  Then...

The strange lightning forms a circular opening in mid-air, and in

the sudden flare of light we see a FIGURE in a SPHERE OF ENERGY.

Then the FRAME WHITES OUT with an explosive THUNDERCLAP!

Through the clearing vapor we see the figure clearly... a naked man.

TERMINATOR has come through.  Physique: massive, perfect.  Face:

devoid of emotion.  Terminator stands and impassively surveys its

surroundings.

8	INT. TRUCK STOP DINER - NIGHT

On a back route to north L.A.  A handful of local TRUCKERS hunch over

chili-sizes, CAT hats pushed back on their heads.  Three BIKERS are

playing a game of pool in the back, their Miller empties lining the

table's rail.  The dive's owner, LLOYD, a fat, aging biker-type in a

soiled apron, stands behind the bar.  Nothing much going on...

Then the front door opens and a big naked guy strolls in -- that

doesn't happen every night.  All eyes simultaneously swivel toward

Terminator.  Its emotionless gaze passes over the customers as it

walks calmly through the room.  Everyone frozen, not sure how to

react.

8A      TERMINATOR POV.  A digitized electronic scan of the room, overlaid

with alphanumeric readouts which change faster than the human eye

can follow.  In POV we move past the staring truckers, past the

owner and the awestruck WAITRESS, and approach a large nasty-looking

biker puffing on a cigar.  His body is outlined, or "selected", and

thousands of estimated measurements appear.  His clothing has been

analyzed and deemed suitable...

8B	TERMINATOR

I need your clothes, your boots, and your

motorcycle.

The big biker's eyes narrow.  He takes a long draw on this cigar,

the tip cherry-red hot.

CIGAR BIKER

You forgot to say please.

He grinds the cigar out on Terminator's chest.  Which produces not

the slight reaction of pain.  Terminator calmly, and without

expression, grabs Cigar by his meaty upper arm...

Cigar screams from the hydraulic grip.

Terminator doesn't see Cigar's friend, behind him, holding his pool

cue by the narrow end like a Louisville Slugger.  The heavy send

whistles in a powerful swing and CRACKS IN TWO across the back of

Terminator's head.

Terminator seems not to notice.  Doesn't even blink.  Without

releasing his grip on Cigar, he snaps his arm straight back and grabs

Pool Cue by the front of his jacket.  Suddenly the heavyset biker

finds himself flying through the nearest window.  CRAASSH!

Terminator hurls Cigar, all 230 pounds of him, clear over the bar,

through the serving window into the kitchen, where he lands on the

big flat GRILL.  We hear a SOUND like SIZZLING BACON as Cigar

screams, flopping jerking.  He rolls off in a smoking heap.

The third biker whips out a knife with a eight-inch blade and slashes

at Terminator's face.

Terminator grabs the arcing blade with his bare hand.  Holding it by

the razor-sharp blade he jerks is from the guy's hand.

Ultra-fast here: He flips it.  Grabs the handle like you're supposed

to hold a knife.  Grabs the biker and slams him face-down over the

bar.  Then brings the knife whistling down, pinning the biker's

shoulder to the bar top with his own steel.

9	INT. KITCHEN

The doors BANGS OPEN and Terminator strides in.

The Mexican cook does a fast fade as Terminator walks toward Cigar,

who is cursing in pain on the floor.

With his deep-fried fingers he struggles to get out the .45 auto

tucked under his leather jacket.  But he can't even hold onto it.

Terminator takes it from him.  Instead of pointing it at him,

Terminator carefully examines weapon, analyzing its caliber and

operating condition.  Terminator never threatens... that's a human

thing.  He just takes.

Cigar senses what he must do when the emotionless eyes come back to

him.  He slides the keys to his bike across the floor to Terminator's

foot.  Then painfully starts getting out of his jacket.

10      INT. TRUCK STOP

Terminator strides from the kitchen, fully clothed now in a black

leather jacket, leather riding pants, and heavy, clean boots.  He

moves toward the moaning biker pinned to the pool table.  Without

slowing his stride he jerks the knife out.  The guy slumps to the

floor, groaning, behind him.

Terminator continues toward the front of the diner, passing Lloyd,

the owner.  At the door, he comes abreast of two truckers who sit

frozen like a snapshot in mid-bite.  One of the truckers finally

nods.

TRUCKER

Evening...

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

11      EXT. TRUCK STOP

Terminator walks out, surveying the parked Harleys.  Sticks the .45

in his belt and swings one leg over a massive CUSTOM ELECTRO-GLIDE.

He slips the dagger in his boot and the key in the ignition.  Kicks

over the engine.  It catches with a roar and he slams the heavy iron

into gear with a KLUNK.

Lloyd appears at the diner's door with a sawed-off 10-GAUGE

WINCHESTER LEVER-ACTION SHOTGUN.  He fires into the air and jacks

around round in fast, aiming at Terminator's back.

LLOYD

I can't let you take the man's wheels, son.

Now get off or I'll put you down.

Terminator turns and considers by coldly.  He eases the shifter up

into neutral.  Rocks the bike onto its kickstand.  Swings him leg

over and walks calmly toward the guy.

Terminator strides right up to Lloyd, staring straight into the

shotgun's muzzle.  Lloyd starts sweating, trying to decide is he's

going to kill a man in cold blood.  He's still trying to decide when

Terminator's hand blurs out like a striking cobra and is somehow

suddenly holding the shotgun.

Lloyd gapes, knowing he's screwed.  Then...

Terminator reaches toward him.  Oh shit...

And slips the sunglasses out of Lloyd's shirt pocket.  Puts them on.

Strides back to the Harley and roars off in a shower of gravel.

12      EXT. FREEWAY - NIGHT

Terminator roars down the freeway, heading for L.A.  Cold neon flares

across the chrome of the big bike.  The 10-gauge is jammed through

the clutch and brake cables, across the handlebars.  The lights flow

over Terminator's wrap-around sunglasses like the tracks of tracer

rounds.

CUT TO:

13      EXT. OVERPASS - NIGHT

The First Street Bridge.  Rusting chain-link fence and graffiti-

covered walls.  An L.A.P.D. BLACK-AND-WHITE cruises the empty street.

A TREMENDOUS BLUE-WHITE GLARE suddenly spills out between the columns

of the overpass.  The young UNIFORMED COP in the car whips his head

around at the source of the light.  He pulls over quickly, in time

to see...

13A     The powerfully arcing electrical discharge reaches its peak between

the columns.  Lightning climbs the chain-link fence and light

standards, lighting up the night, and papers swirl in a blasting

whirlwind.

13B     The cop climbs from his cruiser as the glow fades.

He sees vapor dissipating as he approaches the spot where he saw the

strange light.  He draws his revolver and cautiously moves into the

shadows between the rows of pillars.

A NAKED MAN glides from a shadowed doorway behind the cop.  Nothing

special about him.  Certainly not built like a terminator.  The flash

of light and fact that he is naked are pretty good clues that he

just arrived from the future.  His features are handsome bordering

on severe.  His eyes are gray ice.  Penetrating.  Intelligent.

THE COP spins at a sound.  Too late.  Mr. X is already on him.  The

blow is lighting fast and the cop drops like a bag of sand.

LOW ANGLE as the unconscious cop hits the deck, his BERETTA 9mm

AUTOMATIC clattering next to him.  A hand ENTERS FRAME and picks up

this pistol.

CUT TO:

13C     HIGHLY POLISHED BLACK SHOES rounding the rear tire of the police

cruiser.  FOLLOW THE SHOES to the cruiser's door then MOVE UP as

Mr. X, dressed now in LAPD blue, climbs behind the wheel.  He

looks and acts exactly like a cop.  Cool, alert, confident in his

power, his expression emotionless and judgmental.

Mr. X, now Officer X, puts the car in gear and drives into the night.

CUT TO:

14      INT. SUBURBAN HOUSE/GARAGE - DAY

TIGHT ON YOUNG JOHN CONNOR, who at his moment is ten years old and

busy reassembling the carburetor on his Honda 125 dirtbike.  He has

ripped Levi's and long stringy hair.  A sullen mouth.  Eyes which

reveal an intelligence as sharp as a scalpel.  The Ramones' "I Wanna

Be Sedated" blasts from a boom box next to him.

A WOMAN, JANELLA VOIGHT, stands in the doorway of the garage,

yelling over the music.

WOMAN

...John?  John!  Get in here right now and

clean up that pigsty of yours.

John's friend TIM, a thirteen-year-old Hispanic kid, watches as John

replies by turning up the volume on the boom box.

Janelle gives up with a SLAM of the house's back door.

TIM

Your foster parents are kinda dicks, right?

JOHN

Gimme that Phillips right there.

15      INT. HOUSE - LIVING ROOM

Janelle storms into the room.  TOD VOIGHT, her husband, watches

sports on the TV.  They're both in their thirties.  Middle-class

working stiffs.

JANELLE

I swear I've had it with that goddamn kid.

He won't even answer me.

(neither does he)

Todd?  Are you gonna sit there or are you gonna

do something?

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

16      INT. GARAGE

John hops on the bike.  Kick-starts it.  Tim picks up John's nylon

bag, then climbs on the back.  Todd ENTERS and shouts over the

engine, which John revs louder and louder.

TODD

John!  Get your ass inside right now and do

what your mother says!

John pins Todd with a defiant glare.

JOHN

She's not my mother, Todd!

He revs the engine and peels out of the garage, with Tim almost

falling off the back.  They take off down the street.

17      EXT. VACANT LOT/DRAINAGE CANAL

John cuts through a vacant lot to a trail running beside a fenced-in

drainage canal.  He guns the bike through a hole in the retaining

fence.  Tim's eyes go wide as they roar down the concrete embankment.

17A     IN THE DRAINAGE CANAL John zig-zags along, throwing up a

roostertail of muddy water.  Tim shouts, pretending he didn't just

see his life flash before his eyes.  He slaps John on the back.

TIM

Major moves, homes!  So... where is your

real mom, anyway?

(John doesn't answer)

She dead or something?

It's hard to read John's expression.

JOHN

She might as well be.

John twists the throttle angrily and the bike lunges forward.

CUT TO:

18      EXT. PESCADERO STATE HOSPITAL - DAY

A SIGN on a chain link fence topped with concertina wire reads:

PESCADERO STATE HOSPITAL FOR THE CRIMINALLY INSANE.  Beyond it

squats an imposing four-story building.  Institutional brick.

Barred windows.  About as inviting as KGB headquarters.  Security

guards patrol the manicured grass.

19      INT. HOSPITAL - MAXIMUM SECURITY WING

Sunlight is a barred slash on the bare institutional wall.  The room

is empty of all furnishings save the bed, a stainless steel sink,

toilet, and a dented metal mirror.  WE HEAR a rhythmic grunting,

small explosions of breath in perfectly-metered time.

PAN TO a bedframe leaned upright against the wall, legs facing

outward.  A pair of sweaty hands grip one leg.  Tendons knot and

release as SOMEONE does pull-ups.  A man of tangled hair hides the

face that comes INTO FRAME, dips out, comes back.

WIDER.  A WOMAN in a tank top and hospital pants in hanging from the

top leg of the vertical bedframe.  Her body is straight and taut.

Knees bent so the feet clear the ground.  The arms are lean and

muscular.  The inmate, face hidden, pulls up, dips, pulls up.  Like

a machine.  No change in rhythm.

20      INT. HOSPITAL/CORRIDOR

FIGURES MOVE TOWARD US down a corridor of polished tile and two-

tone walls.  DR. PETER SILBERMAN, a smug criminal psychologist,

leads a group of young INTERNS.  Following laconically, are THREE

BURLY ATTENDANTS.

SILBERMAN

The next patient is a 29-year old female

diagnosed as acute schizo-affective disorder.

The usual indicators... depression, anxiety,

violent acting-out, delusions of persecution.

(the interns nod judiciously)

Here we are.

Silberman stops at one of the SOUNDPROOF STEEL DOORS.  There is a two-

way speaker beneath a tiny window.  Silberman flips the intercom

switch.

21      INT. CELL

Silberman's scrubbed and cheerful face at cell window.  HIS VOICE

comes over the tinny speaker.

SILBERMAN

'Morning, Sarah.

REVERSE ANGLE as she turns slowly into CLOSE UP.

SARAH CONNOR is not the same woman we remember from last time.  Her

eyes peer out through a wild tangle of hair like those of a cornered

animal.  Defiant and intense, but skittering around looking for

escape at the same time.  Fight or flight.  Down one cheek is a long

scar, from just below the eye to her upper lip.

Her VOICE is a low and chilling monotone.

SARAH

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

22      INT. CORRIDOR

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

SILBERMAN

Fine, Sarah.

(he switches off, speaks to

the interns)

She, uh... stabbed me in the kneecap with a

screwdriver a few weeks ago.

Sarah watches them talking about her through the glass, but can't

hear them.  She feels like a lab animal.  The interns look in at her

through the glass as Silberman talks.  With her face drawn, eyes

haggard and hair wild, she looks like she belongs where she is.

SILBERMAN

The delusional architecture is interesting.

She believes a machine called a "terminator",

which looks human of course, was sent back

though time to kill her.  And also that the

father of her child was a soldier, sent to

protect her... he was from the future too...

(he smiles)

The year 2029, if I remember correctly.

(the interns chuckle)

Let's move on, shall we?

As the interns walk on, Silberman steps close to DOUGLAS, the head

attendant, and speaks low.

SILBERMAN

Douglas, I don't like seeing the patients

disturbing their rooms like this.  See that she

takes her thorazine, would you?

DOUGLAS is 6'4", 250 pounds and warm-hearted at a rattlesnake.  He

nods, catching Silberman's meaning, and gestures for the other

attendants to hang back as Silberman moves on in his rounds.

23      INT. CELL

Sarah looks up as the cell door opens.  Douglas walks in slowly,

idly tapping his POLICE BATON against the door in a ominous rhythm.

The other two orderlies ease in behind him.  One of them carries a

STUN BATON (like a sawed-off cattle prod).  The other has a tray with

cups of red liquid-thorazine.

DOUGLAS

Time to take you meds, Connor.

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

other.

SARAH

You take it.

Douglas grins, casual --

DOUGLAS

Now you know you got to be good 'cause you up

for review this afternoon...

SARAH

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

trouble...

DOUGLAS

Ain't no trouble at all --

He whips the baton in a whistling backhand, which --

WHAP!  Takes her square in the stomach.  She doubles over and drops

to her knees, unable to breathe.  Douglas tips the bed and it slams

down with a crash, right new to her.  He takes her stun wand from

the other attendant and walks forward.

TIGHT ON SARAH, grimacing and struggling to breathe.

SARAH

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

The stun wand hits her between shoulder blades as she tries to rise.

It drives her to the floor, pinning her like a bug.  Little

ELECTRIC ARCS CRACKLE as the baton makes her writhe in pain.

Douglas grabs her by the hair and jerks her up to her knees.  Holds

the cup of thorazine in front of her lips.

DOUGLAS

Last call, sugar.

Gasping, she chokes the zombie juice down.

CUT TO:

24      EXT. BANK PARKING LOT - DAY

John furtively hunches before a Ready-Teller machine at the rear of

a local bank while his friend Tim stands lookout.  John slips a

stolen ATM card into the machine slot.  It is something he's rigged

up, because trailing from the card is ribbon-wire which goes to

some kind of black-box electronics unit he's got in his ever-present

knapsack.  He holds the pack between his knees and pulls out a

little lap-top keyboard, which is also connected to the black-box.

John enters a few commands and the plasma-screen displays the PIN

number for that account.  He quickly enters the number on the Ready-

Teller's keypad and asks it for 300 bucks.  The machine whirs then

begins dispensing twenty-dollar bills.  Tim looks back over his

shoulder amazed.

JOHN

Easy money!

TIM

Where'd you learn all this stuff?

John collects the twenties as the machine kicks them out.  A cool and

professional electronic-age thief at ten years old.

JOHN

From my mom.  My real mom, I mean.  Come on

baby...

(he grabs the last bills)

Let's go!

They sprint around the corner to an --

25      EXT. ALLEY BEHIND BANK

They huddle behind the building as John counts out Tim's share.

He folds five twenties and palms them to the other kid.  When John

opens his wallet to put in his money, Tim notices a picture in a

plastic sleeve.

TIM

That her?

John reluctantly shows his friend the Polaroid.  It is a shot of

Sarah.  Pregnant, in a jeep near the Mexican border.  John doesn't

know it now, but he will carry the photo with him for over 30 years,

and give it to a young man named Kyle Reese, who will travel back in

time to become his father.  Yes, that photo.

TIM

So she's pretty cool, huh?

JOHN

Actually, no, she's a complete psycho.  That's

why she's up at Pescedero.  She tries to blow up

a computer factory, but she got shot and arrested.

TIM

No shit?

JOHN

Yeah, she's a total loser.  C'mon, let's check

out the 7-Eleven, whatya say?

John has tried to sound casual, but we see in his eyes that is really

hurts.  He slaps Tim on the shoulder and they jump onto his Honda.

John fires up and they whine off down the alley.

CUT TO:

26      INT. POLICE CRUISER - DAY

CLOSE ON COMPUTER TERMINAL, attached to the dash.  A Juvenile

Division file.  Subject: John Connor.  Below his ARREST RECORD are

his vital stats.  Mother: Sarah Connor.  Legal Guardians: Todd and

Janelle Voight.  And below their names, an address: 523 S. Almond.

Reseda, Ca.

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

27      INT./EXT. VOIGHT HOUSE - DAY

TIGHT ON FRONT DOOR as Todd Voight opens it, revealing the unsmiling

face of Officer X beyond the screen door.  Todd greets him with a

weary sigh.

OFFICER X

Are you the legal guardian of John Connor?

TODD

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

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

OFFICER X

Could I speak with him, please?

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

TODD

Well, you could if he was here.  Be he took off

on his bike this morning.  Could be anywhere.

You gonna tell me what his is about?

OFFICER X

I just need to ask him a few questions.

Janelle appears in the doorway behind Todd, concerned.

JANELLE

There was a guy here this morning asking about

him, too.

TODD

Yeah, big guy.  On a bike.  Has that got

something to do with it?

Officer X registers the significance of that.  He realizes who the

big guy must be.  He smiles.  Reassuringly shakes his head no.

OFFICER X

I wouldn't worry.  Do you have a photograph

of John?

Todd stares unhappily at the cop.  Turns to Janelle.

TODD

Get the album, Janelle.

CUT TO:

28      EXT. STREET

ANGLE THROUGH AN ALLEY from the main street.  We see John and Tim

flash by on the Honda a block away.  Hold a beat.  Then...

A BIG CHROME WHEEL ENTERS FRAME.  BOOM UP a leather-clad leg to

Terminator's implacable face.  It surveys the area slowly as the

bike idles, then kicks it into gear and moves on, scanning in a

slow shark-like manner, not aware that it missed its prey by

seconds.

CUT TO:

29      INT. SARAH'S CELL - DAY

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

Sunlight falls across her pale face.  A hand enter frame, gently

stroking her cheek.  She wakes up to see --

KYLE REESE.  Sitting on the edge of her bed, looking exactly the

same as we last saw him in 1984.  Scruffy blonde hair and a long

raincoat.

SARAH

Kyle..?  You're dead.

He gives her a gentle smile.

REESE

I know.  This is a dream, Sarah.

SARAH

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

He puts a finger to her lips.  Then silently unfastens her restraints.

They gaze into each other's eyes.  And in the look that his death

and the horror she has been through since hasn't touched their love

at all.

SARAH

Hold me.

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

REESE

I love you.  I always will.

SARAH

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

She kisses him passionately.  They are locked together in a timeless

moment.  PUSH IN TIGHT on Sarah as she buries her face in his

shoulder.  She shuts her eyes tight.  Stay on Sarah as Reese speaks.

He voice is strangely cold.

REESE (O.S.)

Where's John, Sarah?

Sarah opens her eyes and he is no longer in her arms.  He is standing

across the room.  Pinning her with an accusing gaze.

SARAH

They took him from me.

REESE

It's John who's the target now.  You have to

protect him.  He's wide open.

SARAH

I know!

REESE

Don't quit, Sarah.  Our son need you.

SARAH

(struggling not to cry)

I know, but I'm not as strong as I'm supposed

to be.  I can't do it.  I'm screwing up the

mission.

REESE

Remember the message... the future is not set.

There is not fate but what we make for ourselves.

He turns toward the door.

SARAH

Kyle, don't go!

REESE

(turning back to her)

There's not much time left in the world, Sarah.

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

the door open.  Follow her out.

30      INT. CORRIDOR

Sarah staggers from her cell.  Reese is already, impossibly, a

hundred feet away, striding down the dim corridor.  A silhouette

in a long coat, disappearing around a corner.

Sarah runs after him, her bare feet slapping the cold linoleum.

Her hospital gown floats out behind her as she dream-runs along the

seemingly infinite corridor.  She reaches the corner, slides around

it, and...

30A     Slams right into the arms of Douglas and his three helpers.  They

grab her as she struggles and screams.  The Silberman is there,

smiling soothingly.  They force her down and she is pinned to

the floor, screaming.  A new figure approaches... one even more

menacing.

TERMINATOR walks toward her, with heavy measured steps.  Backlit,

eyes concealed by the sunglasses, it stands over her like the angel

of death itself.  It reaches down and...

Takes her hand.  Lifts her up.  Leads her to a door.  They go through

together.  Emerging into...

30B     A BEAUTIFUL SUNLIGHT MORNING.  CHILDREN are playing nearby... sliding

down slides, clambering through a jungle gym.  Sarah knows this

dream know... it's is the worst of all her nightmares.  She starts

to scream but no sound comes out.

30C     THE SKY EXPLODES into WHITE LIGHT.  Everything is seared by the unholy

glare, hotter than a thousand suns.  The children ignite like

match heads.  Sarah is burning, screaming silently, everything silent

and overexposed.  Terminator's flesh and clothing are burning,

silently.  It grips her hand, Virgil to her Dante in this tour of the

nuclear-age Inferno.

30D     THE BLAST WAVE HITS... a near-solid wall of compressed air followed

by 250-mph winds.  The children, charcoal statues frozen in positions

of play, explode into black leaves of ash and swirl away.  SOUND

hit now, with a thunderous roar.  Sarah's scream merges with the

howl of the wind as the blast hits her, exploding the flesh from her

bones.  Beside her, Terminator is stripped of its burnt flesh,

becoming a smoking skeleton of steel.

30E     Then she wake up... in her cell, shackled to the bed.  Sunlight hurts

her eyes.  She looks desperate and defeated.  She knows the war is

coming.  It visits her every time she closes her eyes.  Lost and

alone, Sarah feels all hope recede for herself and for humanity.

CUT TO:

31      INT. PESCADERO STATE HOSPITAL - INTERVIEW ROOM

TIGHT ON VIDEO SCREEN, playing a previously-recorded session.

Sarah is in a strait-jacket, talking softly.

VIDEO SARAH

... it's... like a giant strobe light, burning

right through my eyes... but somehow I can still

see.  Look, you know the dream's the same every

night, why do I have to --

VIDEO SILBERMAN

Please continue...

31A     The REAL SARAH dispassionately watches herself on the screen.  Her

expression is controlled.  Silberman watches her watching.  They are

in a brightly-lit interview room.  TWO ATTENDANTS stands nearby.

31B	VIDEO SARAH

The children look like burnt paper... black,

not moving.  Then the blast wave hits them and

they fly apart like leaves..."

Video Sarah can't go on.  Real Sarah watches herself cry on tape,

her expression cold.  We hear Silberman speak on the tape.

VIDEO SILBERMAN

Dreams about cataclysm, or the end of the world,

are very common, Sarah...

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

VIDEO SARAH

It's not just a dream.  It's real, you moron!

I know the date is happens!!

VIDEO SILBERMAN

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

VIDEO SARAH

On August 29th 1997 it's going to feel pretty

fucking real to you, too!  Anybody not wearing

number two million sunblock in gonna have a

real bad day, get it?

VIDEO SILBERMAN

Relax now, Sarah --

VIDEO SARAH

You think you're alive and safe, but you're

already dead.  Everybody, you, him...

(she gestures are the

attendant)

everybody... you're all fucking dead!

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

her with something.

VIDEO SARAH

You're the one living in a dream, Silberman,

not me!  Because I know it happens.  It

happens!

31C     Silberman pauses the tape... freezing Sarah's contorted face.

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

SARAH

I was afraid... and confused.  I feel much

better, now.  Clearer.

Silberman gives a calculated paternal smile.

SILBERMAN

Yes.  Your attitude have been very positive

lately.

Sarah looks up at him.  Her voice is hopeful.

SARAH

It has helped me a lot to have a goal, something

to look forward to.

SILBERMAN

And what it that?

As she answers, WE PULL BACK, revealing that we have been looking

through a one-way mirror from an adjacent OBSERVATION ROOM.  In the

shadows of the observation room we see that interns from the

earlier rounds, and a couple of STAFF PSYCHOLOGISTS.  They smoke and

make the occasional note.

SARAH

You said I could be transferred to the minimum

security wing and have visitors if I showed

improvement in six months.  Well, it's been six

months, and I was looking forward to seeing my

son.

SILBERMAN

I see.  Let's go back to what you were saying

about these terminator machines.  Now you think

they don't exist?

CLOSE ON SARAH.  Her voice sounds hollow.

SARAH

They don't exist.  I see that now.

Silberman leans back, studying her.  Toying with her.

SILBERMAN

But you've told me on many occasions about how

you crushed one in a hydraulic press.

SARAH

If I had, there would have been some evidence.

They would have found something at the factory.

SILBERMAN

I see.  So you don't believe anymore that the

company covered it up?

Sarah shakes her head no.

CUT TO:

32      EXT. CYBERDYNE SYSTEMS - DAY

The corporate headquarters of a mega-electronic corporation.  As

imposing cubist castle of black glass.

33      INT. SECOND FLOOR/ELEVATORS

The elevator doors slide open with a whisper and MILES DYSON strides

out.  Black.  In his early thirties.  The star of the Special

Projects Division.  He's brilliant, aggressive, driven.  Dyson walks

down the corridor, swinging his arms... a man in a hurry.  A man

with much to do.

He reaches a solid security door and zips his ELECTRONIC KEY-CARD

through the scanner.  The door unlocks with a clunk.

The sign next to the door reads: SPECIAL PROJECTS DIVISION:

AUTHORIZED PERSONNEL ONLY.

34      INT. SECURITY STATION

He nods to the guards as he passes through the security checkpoint.

They can see all activities on the floor on their bank of monitors.

He unlocks another service door with his card and enters --

35      INT. ARTIFICIAL INTELLIGENCE (A.I.) LAB

The lab is quite large, comprising banks of processors, disk drives,

test bays, prototype assembly areas.  Extremely high tech.

DYSON

Greetings, troops.

He is jokingly saluted by fellow members.  Not a lab coat in sight.

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

They sit at their consoles drinking Coke and changing technology as

we know it.  A young LAB ASSISTANT rushes over to Dyson.  Name tag

says he's BRYANT.

BRYANT

Mr. Dyson?  The material teams wants to run

another test on the uh... on it.

DYSON

Yup.  Come on.  I'll get it.

Dyson produces an unusual-looking KEY from his pocket as they stride

through the lab.  Bryant has to hustle to keep up.

BRYANT

Listen, Mr. Dyson, I know I haven't been here

that long, but I was wondering if you could tell

me... I mean, if you know...

DYSON

Know what?

BRYANT

Well... where it came from.

DYSON

I asked them that question once.  Know what

they told me?  Don't ask.

36      INT. VAULT ROOM

Dyson enters with Bryant.  Dyson and a GUARD stand together before

what looks like a high-tech bank vault.  It requires two keys to

open, like the launch controls in a nuclear silo.  The guard and

Dyson insert their keys and turn them simultaneously.  Dyson then

enters a passcode at a console and the vault unlocks itself with a

sequence of clunks.  The door swings open and Dyson enters.  Bryant

stays outside with the guard, who notes Dyson's name and item on a

clipboard.

37      INT. VAULT

Dyson walks to a stainless steel cabinet and opens it.  Inside is a

small artifact in a sealed container of inert gas.  IT -- a ceramic

rectangle, about the size of a domino, the color of liver.  It has

been shattered, painstakingly reconstructed and mounted on a metal

frame.

Dyson removes the artifact, it its insert-gas, and sets it on a

specially-designed cart.  He handles it like the Turin Shroud.

Dyson closes the cabinet.  Turns to the one next to it.  Opens its

door.  In this cabinet is a larger object... an intricate METAL HAND

AND FOREARM.

At the elbow, the metal is twisted and crushed.  But the forearm and

hand are intact.  Its metal surface scorched and discolored, it

stands upright in a vacuum flask, as if saluting.  This is all that

remains of the terminator Sarah destroyed.  Dyson stares at it, lost

in thought.  The he closes the cabinet, BLACKING OUT FRAME.

CUT TO:

38      INT. INTERVIEW ROOM/OBSERVATION ROOM

We can see through the one-way mirror into the interview room where

Sarah is still talking with Silberman.  The OTHER PSYCHOLOGISTS are

still watching through the mirror.  Reviewing Sarah's condition.

SARAH

So what do you think, Doctor?  I've shown a lot

of improvement, haven't I?

SILBERMAN

You see, Sarah... here's the problem.  I know

how smart you are, and I think you're just

telling me what I want to hear.  I don't think

you really believe who you've been telling me

today.

We go tight on Sarah's reaction.  And we see that Silberman is right.

She was playing him and it didn't work.  And she knows she's fucked.

Her tone becomes quite pleading.

SARAH

You have to let me see my son.  Please.  It's

very important.  He's in danger.  At least let

me call him --

Silberman pins her with his sweet reptilian gaze.

SILBERMAN

I'm afraid not.  Not for a while.  I don't see

any choice but to recommend to the review board

that you stay here another six months.

Sarah's eyes turn cold and lethal in one second.  She knows she's

lost.  She knows this guy is just playing with her, and she --

LEAPS ACROSS THE TABLE AT HIM.

SARAH

YOU SON OF A BITCH!!

Silberman jumps back and the attendants dive on her.  She is writhing

and twisting like a bobcat.  Silberman whips open a drawer and pulls

out a syringe.  He jabs it into her and she yells --

SARAH

Goddammit.  Let me go!!  Silberman!  You don't

know what you're doing!  You fuck!  You're dead!

You hear me!!

Silberman signals and the attendants drag her out.

He looks at the doctors behind the glass.  Shrugs.

SILBERMAN

Model citizen.

CUT TO:

39      EXT. 7-ELEVEN STORE - DAY

Officer X has stopped two young girls in front of a 7-Eleven.  He is

leaning out the cruiser window and showing them the picture of John.

The first girl nods.

FIRST GIRL

Yeah, he was here about fifteen minutes ago.  I

think he said he was going to the Galleria.

OFFICER X

The what?

The second girl points toward a massive complex visible about the

houses several blocks away.  Officer X stares at it.

40      EXT. STREET

Terminator cruises slowly on the bike.  Scanning.  He crosses an

overpass above a drainage canal and whips his head around at the

sound of a dirt-bike engine.

40A     TERMINATOR POV -- OF TWO KIDS ON A BIKE DOWN IN THE CANAL.

THE IMAGE SNAP-ZOOMS IN.  FREEZES ON THE DRIVER'S FACE.

"IDENT POS" FLASHES NEXT TO THE BLURRY IMAGE OF JOHN.

40B     Terminator wheel the Harley around, cutting onto a street which runs

parallel to the canal.  Terminator hauls ass at keep John in sight.

He catches glimpses of the kid through trees and houses.  Loses him.

Catches one last glimpse of him heading into the parking lot of a

large SHOPPING MALL.

41      INT. GALLERIA - DAY

John works his way through a crowded video arcade.  Sees some guys he

knows.  Stops to talk, striking a pose.  Mall rats in the element.

We don't hear the dialogue.

42      INT. GALLERIA PARKING LOT

TERMINATOR'S idling Harley shakes the parking garage walls.  He stops

at a row of bikes near the escalators.  John's little Honda sits

proudly with the big street bikes.  Terminator parks.

43      INT. GALLERIA

OFFICER X is moving through the flow of shoppers.  The place is a zoo.

He stops some kids and shows them the picture.  They shrug.

43A     IN A CROWDED VIDEO ARCADE JOHN is lost in an intense battle, going for

a new high score at "Missile Command".  He parries deftly at the enemy

ICBMs deploy their MIRVs... the warheads stream down... it's more than

he can deal with.  The world gets nuked.  Game over.  He slouches

away from the game, looking for another.  Bored.

RACK FOCUS to Officer X passing the entrance of the store behind him.

The cop moves on, down the concourse, out of sight.

John gets in an "Afterburner" simulator game.

43B     ON TERMINATOR, walking through the crowd in slow motion.  Scanning.

He moves with methodical purpose, knowing the target is close.  We

see that he is, incredibly, carrying a box of LONG-STEM ROSES.  Like

some hopeful guy with a hot date.

43C     THE COP is pointed toward the arcade by come kids hanging out at the

multi-cinema.  He walks into the maze of kids engaged in synthesized

combat.  Cheap electronic effects blare above the crowd noise.

43D     JOHN is shooting down MiGs at Mach 2.  His friend Tim slides up next

to him.  Taps him on the shoulder, trying to play it cool.

TIM

Some cop is scoping for you, dude.

John looks around the corner of the "Afterburner" ride.  Sees the cop

showing a picture to some of the kids.  The kids point his way.

John ducks just as the cop glances over.  He slinks out the other side

of the ride and heads for the back of the store, instinctively

retreating.  Sarah has taught him that cops are bad news.

THE COP scans the crowded arcade.  Glimpses John, looking back as he

moves around a row of machines.  Starts toward him.

JOHN sees the cop homing in and starts walking fast.  Looks back.

THE COP is shoving through clots of kids.  One of them is slammed to

the floor.  As eddy of outrage behind the cop as he gains speed.

John breaks into run.  So does the cop.

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

John sprints through the arcade's back officer and store-rooms.

44      INT. SERVICE CORRIDOR

John emerges through a firedoor into a long corridor with connects

to the parking garage.  He's running full out, when around the corner

ahead of him comes...

TERMINATOR.  Time stretches to nightmarish crawl as John tries to

brake to a stop.  Terminator reaches into the box of roses.

SLOW MOTION.  The cold back steel of the SHOTGUN emerges at the box

falls open, the roses spilling to the floor.  TERMINATOR'S BOOT

crushes the flowers as it moves forward.

JOHN, transfixed by terror, is trapped in the narrow featureless

shooting gallery of the corridor.  THE SHOTGUN COMES UP.  Terminator

expressionlessly strides forward.  Jacks a round into the chamber,

slow and fluid.

John looks behind him for a place to run.  Sees the cop coming toward

him, pulling his Beretta pistol.  Incredibly, John realizes the cop

is aiming his gun at him!

John looks back at Terminator.  He is starting into the black muzzle

of the 10-gauge now.  Aimed right at his head.  He realizes he's

screwed.  Then something crazy happens...

TERMINATOR

Get down.

John instinctively ducks.  Terminator pulls the trigger. KABOOM!

THE COP catches the SHOTGUN'S BLAST square in the chest just as he

fires the pistol.  The pistol's shot goes wild.

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

Advancing a step each time he fires, he empties the shotgun into the

cop, blowing his backward down the corridor.  The sound is DEAFENING.

Then silence.

THE COP lies still on his back.

44A     Terminator is now standing right over John.  They both watch as the

cop, incredibly, sits up unharmed and gets to his feet.  Terminator

grabs John roughly by his jacket.  Clutches the kid to his chest

then spins around at the cop opens fire with the Beretta.

44B     The "cop", who not only isn't a cop, he clearly isn't even human,

pulls the trigger so fast it almost seems like a machine-pistol.

ON TERMINATOR'S BACK, as the 9mm slugs slam into it, punching bloody

holes in the motorcycle jacket.

JOHN is bug-eyed with fear, but completely unscratched.  Terminator's

body has blocked the bullets.

The Beretta CLACKS empty.  Terminator turns at the sound.

Shoves John behind a Coke machine.  Drops the empty shotgun.  Starts

walking toward the "cop".

The empty magazine clatters to the floor.

The cop inserts another one.  Snaps back the slide.

Terminator still has twenty feet to go.

He doesn't break his purposeful stride.

The cop opens fire.  Bullets rake Terminator's chest.  He doesn't

even flinch.

Ten feet to go.  BLAM BLAM BLAM BLAM!  Neither the cop nor Terminator

show the slightest change in expression as the gun rips Terminator's

wardrobe to shreds.

CLACK.  The pistol empties again.  Terminator stops two feet in front

of the cop.  The appraise each other for a second.

We realize now that the cop is a terminator too.  We don't know the

details yet, but let's call him the T-1000 (since that's what he is).

A newer model than the one we've come to know so well (the 800

Series "Arnold").  This guy's a prototype... and he's got quite a

few surprises.

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

He grabs T-1000 in his massive hands but the T-1000 snaps back with a

counter-grip.  After about two seconds of intense slamming, the walls

on both sides of the corridor have all the plaster smashed in, and

the two battling machines have blasted through the wall and

disappeared.

JOHN, totally stunned by all this, remembers to move.  He staggers to

his feet.  Stumble-runs toward the parking garage.

44C     THIRD LEVEL CONCOURSE.  A plate glass window EXPLODES and Terminator

crashes through to the tile floor like a sack of cement amid the

screaming crowd.

44D     T-1000 turns without a word and heads back through the store after

John, accelerating slowly into a loping, predatory run.

44E     Terminator is totally still.  A JAPANESE TOURIST cautiously steps

forward and takes a picture of the body.  Suddenly, Terminator's

eyes snap open.  The stunned tourist backs away.

He sits up and looks around.  Gets his bearings.  Rises smoothly to

his feet.  All servos seem to be working fine.  The tourist's camera

whirs as the motor-drive runs on by itself, taking shot after show.

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

45      INT. PARKING GARAGE

John is frantically pumping the kick-start of his bike, scared

shitless and the damned thing won't start.  His hands are shaking so

badly he can't find the choke.  He looks up to see --

The T-1000 running down the corridor toward him.

John fumbles with the choke.  The bike catches.  He slams it in gear

and spins the bike out into the main aisle of the garage.

John looks back... the T-1000 is behind him, running.  He twists the

throttle and guns the little bike forward.  Incredibly, the T-1000

is gaining.  This nightmare isn't happening.  John races out the exit

ramp, and charges right into the street.

46      EXT. STREET

John shoots into the busy traffic.  Cuts off a BIG-RIG TOW TRUCK.

The DRIVER swears.  Hits his air horn.  What the driver doesn't see

is the cop, running faster than O.J. Simpson at the airport, who

emerges onto the street and runs back at his truck.

46A     IN THE TRUCK.  The driver hears a thump as something slams against his

door, then feels himself pulled right out.  T-1000 slides in and

takes his place.  The truck is still rolling along about 25 mph.

T-1000 accelerates after John without missing a beat.  It can see him,

up ahead, weaving through traffic.

46B     Out of the garage entrance, Terminator roars onto the street on the

Harley.

He accelerates after the others.

47      EXT. FLOOD CONTROL CHANNEL

John slides his bike down the service ramp faster than he's ever done

it before.  He races along the bottom of the canal, turning into a

narrower tributary which has vertical sides.

He looks back.  No sign of pursuit.

47A     Suddenly he sees the sun blocked out by a great shadow.

The Kenworth tow-truck... big as a house, all chrome and roaring

diesel engine... crashes through the fence and launches itself right

into the center of the canal.

It crashes down, 15 feet to the ground, going about 60, hits at an

angle and tears into the concrete wall with a hideous grinding of

metal.  It ricochets back and forth between the walls then, bellowing

like a gunshot stegosaurus, it just keep on plowing forward, gathering

speed.

47B     John looks back and sees this wall of metal almost filling the narrow

concrete canal and he milks every last bit of throttle the little bike

has.  The Kenworth is all muscle, tearing along the canal like a train

in a tunnel.  Its big tires send up huge sheets of muddy spray,

backlit in the setting sun.  It looks like some kind of demon.  And...

it's gaining.

47C     ABOVE THEM, on the service road running parallel, Terminator is

fighting to overtake them.  He looks down and sees John with the tow-

truck from Hell catching up to him.  It is only about twenty feet

behind him and still gaining.

47D     ANGLE IN THE CANAL, looking back past a desperate John, at the wall

of metal filling frame behind him.

47E     ABOVE, Terminator cuts the bike suddenly hard to the left, leaving the

road.  Hitting an earth embankment just right, he jumps the bike into

the air like Steve McQueen in "The Great Escape" and vaults the fence

bordering the canal.  It slams down at the edge of the canal and tears

along, inches from the drop-off on a dirt path, accelerating past the

truck in the canal below.

47F     John hits some water and slews momentarily, loosing speed.  The

massive push-plate on the front of the truck slams into his back

fender.  Panicked, he pulls a little ahead.  All this is happening at

about sixty miles and hour.  Top speed for the little dirt bike.

47G     SLOW MOTION as Terminator jumps the bike again.  This time the 700-

pound Harley sails out into space and drops into the canal.  It arcs

down between the truck and John, hitting on its wheels.  It bottoms

out, an explosion of sparks under the frame.  Only the ultra-fast

reflexes of a machine could keep the bike upright.  Terminator fights

for control.

47H     He guns the throttle and the powerful bike roars up beside John's tiny

Honda.

Terminator sweeps the kid off his machine with one arm and swings him

onto the Harley, in front of him.  John's Honda weaves and falls,

smashing instantly under thundering tires.

The Harley roars ahead.  It hits eighty.  Ahead is an overpass, and

supporting it is an abutment which bisects the canal into two

channels.  The Harley thunders into one channel, which is essentially

a short tunnel.

47I     The truck can't fit on either side.  Neither can it stop, at that

speed.  Tires locked, it slides on the muddy concrete and piles into

the concrete abutment at seventy.

47J     Terminator and John emerge from the tunnel, looking back to see a

fireball blasting through behind them as the truck's side-tanks

explode.

Terminator stops the Harley.  John peers around his body to see the

destruction.  A burning wheel wobbles out of the tunnel and flops in

the mud.  Terminator revs the bike and they roar away, down the canal,

disappearing around a bend.

47K     ANGLE ON THE FIRE, as a column of black smoke rises from the overpass.

Smoke boils from the tunnel as well, and inside it is a solid wall of

flame.  A figure appears in the fire.

Just an outline.  Walking slowly... calmly.

The figure emerges from the flames.

It is human-shaped but far from human.  A smooth chrome man.  Not a

servo-mechanism like Terminator is underneath, with its complex

hydraulics and cables... this thing is a featureless, liquid chrome

surface, bending seamlessly at knees and elbows as it walks.  It

reminds us of mercury.  A mercury man.  Its face is simple, unformed.

Unruffled by thousand-degree heat, it walks toward us.

With each step detail returns.

First the shape and lines of its clothing emerge from the liquid

chrome surface, then finer details... buttons, facial features,

ears...

47K     But it's still al chrome.  With its last step, the color returns to

everything.  It is the cop again... handsome young face, blond hair,

mustache.  Icy eyes.  It stops and looks around.

It is a perfect chameleon.  A liquid metal robot.  A killing machine

with the ultimate skills of mimicry for infiltration of human society.

47L     ANGLE NEARBY, as several police cruisers and a fire truck pull up.

T-1000 climbs out of the canal behind them.  More cops arrive.  T-1000

blends in perfectly.  There are always cops at diasters and scenes of

violence.  We now see why its choice of protective mimicry is so

perfect.

It walks among the other cops unnoticed.

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

48      EXT. SIDE STREET - NIGHT

Terminator, with John in front of him on the Harley, roars down the

empty street.  John cranes his neck around to get a look at the

person/thing he is riding with.  The image is strangely reminiscent

of father/son, out for an evening ride.

John is still in shock from the experience of what just happened and

he's just a ten-year kid, but he's also John Connor who will someday

rise to greatness, and we see a bit of that in him even know.

JOHN

Whoa... time out.  Stop the bike!

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

They head into a nearby alley.

49      EXT. ALLEY

Terminator and John rolls into the alley and come to a stop.  John

slides off the gas tank.  Terminator impassively stares at him.  John

checks him out.  Tentatively speaks.

JOHN

Now don't take this the wrong way, but you are

a terminator, right?

TERMINATOR

Yes.  Cyberdyne Systems, Model 101.

JOHN

No way!

John touches Terminator's skin.  Then the blood on his jacket.

His mind overloads as the reality of it hits him.

JOHN

Holy shit... you're really real!  I mean...

whoah!

(stepping back)

You're, uh... like a machine underneath, right...

but sort of alive outside?

TERMINATOR

I'm a cybernetic organism.  Living tissue over

a metal endoskeleton.

JOHN

This in intense.  Get a grip, John.  Okay, uh...

you're not here to kill me... I figured that part

out for myself.  So what's the deal?

TERMINATOR

My mission is to protect you.

JOHN

Yeah?  Who sent you?

TERMINATOR

You did.  Thirty years from now you reprogrammed

me to be your protector here, in this time.

John gives him an amazed look.

JOHN

This is deep.

50      EXT. STREET - NIGHT

John and Terminator on the bike again, weaving through the side

streets.  They blend into the evening traffic.  In the darkness,

Terminator's wounds are not readily visible.  John cranes his head up

and back.

JOHN

So this other guy?  He's a terminator too,

right, like you?

TERMINATOR

Not like me.  A T-1000.  Advanced prototype.

A mimetic polyalloy.

JOHN

What does that mean?

TERMINATOR

Liquid metal.

JOHN

Radical.

TERMINATOR

You are targeted for termination.  The T-1000

will not stop until it complete its mission.

Ever.

John mulls that over.

JOHN

Where we going?

TERMINATOR

We have to leave the city, immediately.  And

avoid the authorities.

JOHN

Can I stop by my house?

TERMINATOR

Negative.  The T-1000 will definitely try to

reacquire you there.

JOHN

You sure?

TERMINATOR

I would.

CUT TO:

51      EXT. PAYPHONE

John is quickly going through his pockets for change.  He has plenty

of bills but no quarters.

JOHN

Look, Todd and Janelle are dicks but I gotta

warn them.  Shit!  You got a quarter?

Terminator reaches past John and smashes the cover plate off the

phone's cash box with the heel of his hand.  A shower of change

tumbles out.  Terminator hands one to John.  John dials.

52      INT. VOIGHT HOUSE - KITCHEN - NIGHT

Janelle Voight picks up the kitchen phone and cradles it with her

shoulder which she continues to chop vegetables with a large knife.

She answers sweetly.

JANELLE

Hello?

JOHN

(filtered through phone)

Janelle?  It's me.

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

something.

JANELLE

John?  Where are you, honey?  It's late.  You

should come home, dear.  I'm making a casserole.

AT THE PAYPHONE.  John listens, an odd look on his face.  He covers

the phone's mouthpiece and turns to Terminator.

JOHN

(whispering)

Something's wrong.  She's never this nice.

IN THE VOIGHTS' KITCHEN.  Todd comes through the kitchen's back door.

Just home from work.  He ignores Janelle and opens the fridge.  Grabs

a carton of milk.  Takes a sip.  Frowns at the dog's barking.

TODD

What the hell's the goddamn dog barking at?

SHUT UP, YOU MUTT!

TIGHT ON JANELLE as Todd growls around the kitchen behind her.  He

passes OUT OF FRAME next to her.  Janelle switches the phone to her

other hand then... THUNK!  Her free hand seems to do something out of

frame.  There is a gurgling, and the sound of liquid dribbling onto

the floor. (Don't go away.  We'll find out what happened in a moment)

AT THE PAYPHONE

JOHN

The dog's really barking.  Maybe it's already

there.  What should I do?

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

floating through the receiver.

JANELLE

(filtered)

John?  John, are you okay?

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

voice...

TERMINATOR

(in John's voice)

I'm right here.  I'm fine.

(to John, a whisper)

What's the dog's name?

JOHN

Max.

Terminator nods.  Speaks into the phone.

TERMINATOR

Hey, Janelle, what's wrong with Wolfy?  I can

hear him barking.  Is he okay?

JANELLE

(filtered)

Wolfy's fine, honey.  Where are you?

Terminator unceremoniously hangs up the phone.  Turns to John.

TERMINATOR

Your foster parents are dead.  Let's go.

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

53      INT. VOIGHT HOUSE/KITCHEN

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

PAN OVER along her arm, which is stretched out straight from the

shoulder.  Partway along its length her arm has turned smoothly into

something else... a metal cylinder which tapers into a sword-like

spike.  Now we see Todd Voight PINNED TO A KITCHEN CABINET by the

spike which has punched through his milk carton, through his mouth

and exits the back of his head into the cabinet door.  His eyes are

glassy and lifeless.

The spike is withdrawn -- SWIISHHTT! -- so rapidly, Todd is actually

standing there a second before he slumps out of sight.  THUMP.

53A     Janelle doesn't bat an eye as the spike smoothly changes shape and

color, transforming back into a hand, and then...

53B     JANELLE CHANGES rapidly into the COP we now know as the T-1000.  The

change has liquid quality.  T-1000 opens the back door.

54      EXT. VOIGHT HOUSE/BACKYARD - NIGHT

T-1000 approaches the big German Shepherd, which slinks away from it,

barking in fear.  T-1000 walk right into CLOSE UP.  Reaches down, OUT

OF FRAME.  We hear that sickening THUNK followed by a shrill YELP.

Then T-1000's hand snaps up INTO FRAME holding a bloody dog collar.

The tag reads "MAX".

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

55      EXT. PARKING LOT - NIGHT

Dark.  Off a quiet street.  Terminator stands near the Harley,

watching John pace before him.  John's brain is calling time-out.

This is all too weird.

JOHN

I need a minute here, okay?  You're telling me

it can imitate anything it touches?

TERMINATOR

Anything it samples by physical contact.

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

JOHN

Like it could disguise itself as anything...

a pack of cigarettes?

TERMINATOR

No.  Only an object of equal size.

John's still reeling from meeting one terminator, which now seems

downright conventional next to the exotic new model.

JOHN

Well, why doesn't become a bomb or something to

get me?

TERMINATOR

It can't form complex machines.  Guns and

explosives have chemicals, moving parts.  It

doesn't work that way.  But it can form solid

metal shapes.

56      INT. VOIGHT HOUSE - NIGHT

T-1000 walks down the dark hall.  It passes the bathroom and we see

the real Janelle's legs through the half-open door.  The shower is

running.  Her blood mixes with water on the white tile floor.

56A     In John's bedroom the T-1000 begins searching methodically in the

dark.

Calmly and dispassionately ripping the room apart for any clues that

could lead it to its target.  T-1000 finds a box of audio cassettes

marked "Messages from Mom".  In it are some letters, and envelopes

filled with snapshots.  It begins looking through some of the

photos...

SHOT OF JOHN AND SARAH during the missing years.  Sarah in olive

cammos with an RPG 7 grenade launcher, teaching John how to aim.

Sarah with a group of military-clad Guatemalan men, standing next to

cases of Stinger missiles.  John and Sarah in a Contra camp, deep in

the mountains.

57      EXT. PARKING LOT - NIGHT

John is now sitting on the curb, lost in stunned thought.  Terminator

stands above him, watching the street like a Doberman.  He glances

down at John.

JOHN

We spent a lot of time in Nicaragua... places

like that.  For a while she was with this crazy

ex-Green Beret guy, running guns.  Then there

were some other guys.  She'd shack up with

anybody she could learn from.  So then she

could teach me how to be this great military

leader.  Then she gets busted and it's like...

sorry kid, your mom's a psycho.  Didn't you

know?  It's like... everything I'd been brought

up to believe was just made-up fantasy, right?

I hated her for that.

(he looks up)

But everything she said was true.

(he stands)

We gotta get her out of there.

TERMINATOR

Negative.  The T-1000's highest probability for

success now would be to copy Sarah Connor and

wait for you to make contact with her.

JOHN

Oh, great.  And what happens to her?

Terminator's reply is matter-of-fact.

TERMINATOR

Typically, the subject being copied is

terminated.

JOHN

TERMINATED!?  Shit!  Why didn't you tell me?

We gotta right now!

TERMINATOR

Negative.  She is not a mission priority.

JOHN

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

John strides away.  Terminator goes after him and grabs him arm.

John struggles against the grip.  Which doesn't do him much good.

JOHN

Hey, goddammit!  What's your problem?

Starts dragging John back to the bike.  John spots a couple of

collage-age slab-o-meat JOCK-TYPES across the street and starts

yelling to them.

JOHN

Help!  HELP!!  I'm being kidnapped!  Get this

psycho off of me!

The TWO JOCKS start toward him.  John yells in outrage to Terminator.

JOHN

Let go of me!!

To his surprise, Terminator's hand opens so fast John falls right on

his butt.

He looks up at the open hand.

JOHN

Oww!  Why'd you do that?

TERMINATOR

You told me to.

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

JOHN

You have to do what I say?!

TERMINATOR

That is one of my mission parameters.

JOHN

Prove it... stand on one foot.

Terminator expressionlessly lifts one leg.

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

JOHN

Cool!  My own terminator.  This is great!

The two guys get there and look at Terminator standing there calmly

with one leg up in the air.  This big guy in black leather and dark

glasses, standing like a statue.

FIRST JOCK

Hey, kid.  You okay?

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

JOHN

Take a hike, bozo.

FIRST JOCK

Yeah?  Fuck you, you little dipshit.

JOHN

Dipshit?  Did you say dipshit?!

(to Terminator)

Grab this guy.

Terminator complies instantly, hoisting him one-handed by the collar.

the guy's legs are pinwheeling.

JOHN

Now who's the dipshit, you jock douchebag?

Immediately, things get out of hand.  The guy's friend jumps behind

Terminator and tries to grab him in a full nelson --

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

Grabs the second by the hair, whips out his .45 in a quick blur, and

aims the muzzle at the guy's forehead.

John grabs Terminator's arm with a yell as he pulls the trigger --

John's weight is just enough to deflect the gun a few inches.  The

guy flinches, stunned by the K-BOOM next to his ear.  He stares,

shocked.  Pissing himself.  John is freaking out, too.

He screams at Terminator.

JOHN

Put the gun down!  NOW!!

Terminator sets the .45 on the sidewalk.  John scoops it up fast then

turns to the shocked civilians, who can't believe what just happened.

JOHN

Walk away.

They do.  Fast.  John grabs Terminator by the arm and tugs him toward

the bike.  John still holds the gun, reluctant to give it back.

JOHN

Jesus... you were gonna kill that guy!

TERMINATOR

Of course.  I'm a terminator.

John stares at him.  Having your own terminator just became a little

bit less fun to him.

JOHN

Listen to me, very carefully, okay?  You're not

a terminator any more.  Alright?  You got that?

You can't just go around killing people!

TERMINATOR

Why?

JOHN

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

TERMINATOR

Why?

JOHN

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

Terminator doesn't get it.  John just stares at him.  Frightened at

what just almost happened.  He gets a glimpse of the responsibility

that comes with power.  Finally he hands the .45 back to Terminator,

who puts it away.

JOHN

Look, I'm gonna go get my mom.  You wanna come

along, that's fine with me.

CUT TO:

58      INT. VOIGHT HOUSE/BEDROOM - NIGHT

T-1000 finds an envelope... a letter from Sarah to John sent since

she's been at Pescadero State Hospital.  It reads the return address

on the envelope.  It has what it needs.  It picks up a tape player

and the battered shoebox full of Sarah's tapes and exits.

CUT TO:

59      CLOSE ON A BLACK & WHITE PHOTOGRAPH.  The image is a nightmare from

the past.  It is a surveillance camera still-frame from the L.A.

police station where the first terminator made such an impression in

1984.  We see the blurry forms of the cop frozen in the emergency

lights of a burning corridor.

A black-clad figure stands at the end of the corridor.  The guy has

short-cropped hair and dark glasses.  An AR-80 assault rifle in one

hand, and a 12-gauge in the other -- holding them both like toy

pistols.

ANOTHER PHOTO is slapped on top of the first.  Another still-frame

blow-up is placed over the last.  Terminator looms in CLOSEUP.

DETECTIVE WEATHERSBY (O.S.)

These were taken at the West Highland police

station in 1984.  You were there.

WIDER.  We're in --

59A     INT. INTERVIEW ROOM/PESCADERO - NIGHT

The photos are lying on the table in front of Sarah, placed there by

DETECTIVE WEATHERSBY.  His partner DET. MOSSBERG, and Dr. Silberman,

sit at the table as well.  Two uniformed cops, plus Douglas, stand by

the door.  Sarah stares listlessly at the top photo.  She's

withdrawn, haggard... drugged-looking.

MOSSBERG

He killed seventeen police officers that night.

Recognize him?

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

A closeup of Terminator taken by the Japanese tourist at the mall.

It's the same face.

MOSSBERG

This one was taken by a Japanese tourist today.

Sarah doesn't react.  It's hard to tell she's thinking.  Whether she's

up hope or is just in a drugged stupor.

WEATHERSBY

Ms. Connor, you've been told that your son's

missing.  His foster parents have been murdered,

and we know this guy's involved.  Talk to us.

Don't you care?

Sarah stares up at him.  A cold and empty stare.  He glances at

Silberman.

Then at his partner.

MOSSBERG

We're wasting out time.

One of the uniformed cops opens the door and Mossberg strides into

the hall.  Weathersby and the two uniforms follow him out, with

Silberman right behind.

SILBERMAN

Sorry, gentleman...

TIGHT ON SARAH, slumped under the bright lights.  Totally out of it.

Then we see her hand, creeping along the edge of the table toward the

stack of photos.  She slips off the paper clip binding the stills

together, and hides it between her fingers.  Douglas jerks her up by

the arms and leads her out.

CUT TO:

60      INT. SARAH'S CELL

Douglas inches up the last of Sarah's restraints.  Then her leans

over her... looking down.  Even wrecked as she is, we see the beauty

in her face.  He bends down.  We think he's going to kiss her.

Instead he runs his tongue across her face like a dog would.  She

seems not to even see him.  Her dull eyes past him.  He can't

provoke a reaction.  Even here, strapped down, the two of them alone,

she give him no superiority.  He smirks and leaves.  We hear the

sound of his night-stick tapping its way down the corridor, growing

fainter.

Sarah's eyes snap suddenly alert.  There is intensity and resolve in

them.  She slips the paper clip out from between her fingers and

awkwardly spreads it open into a straight piece of wire.  With slow,

painful concentration she moves it toward the lock of the restraints

that bind her wrists to the bed at her sides.

CUT TO:

61      EXT. ROAD - NIGHT

Terminator and John charge through the night on the Harley.

Streetlights flare past them like comets.  Two serious guys with a

mission.  One a ten-year old kid, the other a half-man/half-machine

cyborg from the post-Apocalyptic future.

CUT TO:

62      INT. SARAH'S CELL

TIGHT ON RESTRAINT LOCK as it unlatches... successfully picked by

Sarah's paper clip.  This is not an easy thing to do.  But Sarah

taught herself a lot of things in her years of hiding.

SARAH, her hands free, sits up and releases the Velcro straps on her

feet.  She rolls off the bed and we see her in a whole new light.

She is totally alert, almost feral in her movements.

CUT TO:

63      EXT. HOSPITAL ENTRANCE

GUARD SHACK.  A bored security guard glances up as an LAPD black-and-

white pulls up.  He raises the barricade and nods at the T-1000/cop

as it passes.

THE CRUISER pulls in next to the other police vehicles.  The T-1000

walks toward the main entrance.

CUT TO:

64      INT. SARAH'S CELL/CORRIDOR

Sarah is using the paper clip on the door lock.  She hears an echoing

tapping sound.  It's getting louder, coming her way.  She goes back

to work on the lock.

65      IN THE CORRIDOR.  Douglas the attendant is tapping his stick along

the wall like he does every night on his rounds.  He shines a little

mag-light in the windows of the cells as he passes, barely slowing.

65A     He rounds the corner.  His footsteps echo in the dark hallway.

The tip of the stick hits the wall.

Tap, tap, tap... getting closer to Sarah's cell.  He stops at the

door.  He is about to shine his light in when he notices that a

utility closet across the hall is open.  He goes to shut it,

absently flicking his light into the dark closet.  He notices

something strange among the buckets and cleaning supplies.  A mop lies

on the floor, with its handle snapped off about halfway up.  The

other half is missing.

Douglas ponders this for half a second, then hears a SOUND behind him

and spins around.  The sound he heard was Sarah's cell door.

The missing two feet of MOP HANDLE fill his vision as it CRACKS

viciously across the bridge of his nose.

250 pounds of doughy attendant hit the floor like a sack of cement.

Sarah slams the makeshift baton down expertly across the back of his

head, bouncing him off the linoleum.  Lights out, Douglas.

She drags him into her cell and locks him in with his own keys.  Then

swaps her mop-handle for his nice heavy night-stick.

65B     Sarah moves down the dark corridor, cat-stepping in her bare feet.

She holds the baton like a pro, laid back along the forearm, police-

style.  She looks dangerous.

CUT TO:

66      INT. HOSPITAL ENTRANCE/CORRIDOR

A long corridor ends at a reception area, which is closed, and a

NIGHT RECEIVING DESK, which is a glass window where they can buzz you

in through a heavy door.  A NIGHT NURSE types at a desk nearby.  She

looks up at the sound of footsteps and sees a young cop (T-1000)

walking toward her.

T-1000

You have a Sarah Connor here?

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

NIGHT NURSE

Running late, aren't you?

She turns to the inner door to buzz him in and sees Silberman and the

cops coming toward the door from the other side.

NIGHT NURSE

Your friends are on their way out now...

When she turns back to the window, T-1000's no longer there.  She

goes to the counter and leans out to see if he's at the drinking

fountain or someplace.  No.  Reception is empty.  And so is the long

corridor beyond.  She frowns.  Too weird.

66A     Silberman comes through the solenoid door with Mossberg and

Weathersby, the two uniformed cops, and the hospital security guard.

The guard retrieves his 9mm pistol from a lock-out box behind the

night desk.  Silberman faces him.

SILBERMAN

Lewis, see these gentleman out and them lock

up for the night.

The security guard nods.  Silberman goes back into the secure area of

the hospital and the cops walk down the long corridor to the main

doors.  No sign of T-1000.  Mossberg and the other cops exit, and

the guard locks the door behind them.

66B     The guard walks slowly back along the long corridor.  The hall is

dark, with the light at the night desk far ahead like a sanctuary.

His footsteps ring hollowly on the tile floor.  His keys jingle.

66C     ANGLE ON FLOOR as the guard's feet pass through FRAME.  An instant

later the floor starts to move.

It shivers and bulges upward like a liquid mass, still retaining the

two-tone checkerboard of the tile.  It hunches up silently into a

quivering shadow in the darkness past the guard.

66D     Up ahead we hear typing.  The night nurse has her back to us, working.

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

Behind him the fluid mass as reaches six feet of height and begins to

resolve rapidly into a human figure.  It loses the color and texture

of the tile and becomes... THE GUARD.

T-1000's mass has been spread out a quarter of an inch thick over

several square yards of floor.  The guard walked over the T-1000, and

his structure was sampled that instant.  Now we see it drawing in and

pulling up to form the figure of the guard.

The T-1000/Guard's feet are the last to form, the last of the "liquid

floor" pulling in to form shiny black guard shoes.  The shoes detach

with a faint sucking sound from the real floor as the T-1000/Guard

takes its first step.

66E     The real guard spins at the sound of footsteps to see... himself.

He has one deeply disturbing moment to consider the ramifications of

that.  Then he sees his double calmly raise its hand and,

inexplicably, points his right index finger directly at the real

guard's face, about a foot away.  In a split second, the finger

spears out, elongating into a thin steel rod which snaps out like a

stiletto, slamming into the guard's eye.

It punches into the corner of the eye, past the eyeball like a trans-

orbital lobotomy tool, and emerges from the back of the guard's skull.

Life quietly empties from the guard's face.  He is dead weight,

hanging from the rod/finger with suddenly reacts -- SSSNICK.  As the

guard slumps, the T-1000 takes his weight easily with one hand and

walks him, like it's carrying a suit on a hanger, back toward the

night desk.  The wounds are so tiny, no blood drips onto the floor.

66F     ON THE NIGHT NURSE, glancing up as the T-1000/Guard walks past,

dragging something casually which she can't see because it's below

the countertop.

NIGHT NURSE

Whatcha got, Lewis?

T-1000/GUARD

Just some trash.

She nods, uninterested.  Keeps typing.  T-1000 moves past, dragging

the unseen guard toward a closet down the hall from the night

receiving station.  T-1000/Guard removes the Browning High-Power

pistol and the keys from the real guard's belt, then stuffs the body

into the utility closet.

66G     INT. CORRIDOR/NIGHT RECEIVING DESK

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

T-1000/GUARD

All set.

She glances toward it.  Sees the Beretta in its holster.

NIGHT NURSE

Gotta check the gun first, Lewis.

T-1000/GUARD

Yeah, sorry.

T-1000 opens the locker and blocks it from her view with its body as

it mimes putting the gun in.

66H     CLOSE ANGLE ON T-1000'S CHEST, from inside the locker.  Instead of

setting the gun in the locker, it inserts the pistol into it own

chest, where is disappears inside like it was dropped into a pot of

hot fudge.  It withdraws its hand.  The chest is once again a surface

that looks like cloth, buttons, name-tag etc.  You'd ever guess it was

really an intelligent liquid metal.

T-1000 slams the locker door and waits as the nurse hits the button

unlocking the door with a BUZZ-CLACK.  T-1000/Guard goes through.

CUT TO:

67      INT. ISOLATION SECURITY CHECKPOINT

A small room before a short SALLY-PORT corridor designed to prevent

violent inmates from making a run for it.  There are doors at each

end.  The first one is barred like a jail-cell door, and the second

is a steel fire door.  The attendants have a video monitor with which

they can see the corridor on the other side of the doors.

The two bored attendants barely notice the T-1000/Guard as it

approaches.  Looks briefly at a chart next to the door, seeing

SARAH CONNOR is in #19.

67A     IN THE ISOLATION WARD, the T-1000 passes a nurses' station which looks

a cage, walled in by heavy metal mesh.  Silberman, leaning in the open

doorway, is talking to an attendant in the cage.  He doesn't glance

twice at Lewis the Guard passing by.

68      SARAH, moving like a ghost in the darkened corridor, hears footsteps

coming and quietly but quickly unlocks a cell next to her with

Douglas' master key.

68A     She slips into the cell and waits as the footsteps pass.

We glimpse the T-1000/Guard pass the window.

She waits as the footsteps fade away.  She looks over.  A female

inmate, strapped to a bed, watches her with bird-like eyes.  She puts

a finger to her lips -- SSHHH.  The inmate nods.  Sarah exits.

68B     POV MOVING TOWARD nurse's station.  We hear Silberman's voice,

reviewing medication with the night attendant.

ON SILBERMAN, yawning, looking at his watch.

He turns to go... Sarah is there.

She slams into him, hurling him through the door into the cage and

follows him in.  The orderly jumps up, going for his stunner, but she

nails him with Douglas' baton.  WHAP-WHAP-WHAP!  You can barely see

the thing she's swinging it so fast.  The guys goes down.

Silberman lunges for the alarm button and she cracks down hard on his

arm.  He cries out and grabs his wrist.

She grabs him by the hair and slams him face down on the desk,

smacking him behind the knees expertly with the baton.

His legs buckle and he drops to his knees with his chin on the desk.

She pins him with one hand.  He face is full of outraged disbelief.

SILBERMAN

You broke my arm!

SARAH

There's 215 bones in the human body, motherfucker.

That's one.  Now don't move!

68B     Moving rapidly, she whips open a medication drawer and grabs a

syringe.

They keep a few of these handy for tranking unruly patients.  She

jams it into the orderly's butt and fires the whole shot.  Still

holding the empty syringe, she sees what she need next.

They keep the toxic cleaning supplies in here to keep the inmates from

drinking Drano.  She grabs a plastic jug of LIQUID PLUM'R and slams

it down on the desk inches from Silberman's eyes.

She jams the empty syringe into the plastic jug.

Draws back the plunger.  The syringe fills with blue liquid.

She whips it out of the jug and jams the needle into Silberman's neck.

His horrified eyes rack toward it.  10 cc's of blue death fill the

cylinder.

Her thumb hovers over the plunger.

She jerks him to his feet by the collar and gets a tight grip on him,

then hauls him through the door.

69      IN THE CORRIDOR outside cell #19 the T-1000 stops and looks in the

window.  Douglas, his face a bloody mess, yells to be heard.

DOUGLAS

Open the door!  The goddamn bitch is loose in

the halls!

To Douglas' amazement, Lewis the Guard turns impassively and walks

away, leaving him shouting soundlessly at the window.

CUT TO:

70      EXT. HOSPITAL

Terminator and John are approaching the guard gate on the Harley.

They can see the guard inside looks up at the sound of the engine.

JOHN

Now remember, you're not gonna kill anyone,

right?

TERMINATOR

Right.

John looks at him.  He's not convinced.

JOHN

Swear.

TERMINATOR

What?

JOHN

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

John holds his hand up, like he's being sworn in.  Terminator stares

at John a beat.  Then mimics the gesture.

TERMINATOR

I swear I will not kill anyone.

Terminator stops the bike and gets off.

The guard, sensing trouble, has his gun drawn as he comes out of the

shack.  Terminator walks toward him drawing his .45 smoothly.  BLAM!

He shoots the guard accurately in the thigh.

The guy drops, screaming and clutching his leg.

Terminator kicks the guard's gun away, then smashes the phone in the

shack with his fist.  He pushes the button to raise the gate and walks

back to the bike.

TERMINATOR

He'll live.

Terminator climbs onto the bike.  They drive toward the hospital,

heading down an ambulance ramp to an underground receiving area.

71      INT. ISOLATION FLOOR

The attendants at the security checkpoint look up at the monitor as

someone enters the corridor.  They see Sarah, holding Silberman at

syringe-point.

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

comes through the speaker.

SARAH

Open it or he'll be dead before he hits the

floor.

The attendants' adrenaline levels just went off the scale.  The first

attendant shakes him head no.  The amperage here is really high.  The

second attendant keys the intercom switch.

2ND ATTENDANT

There's no way, Connor.  Let him go.

Silberman's face is the color of suet.

SILBERMAN

It won't work, Sarah.  You're no killer.  I don't

believe you'd do it.

Her voice is a deadly cold hiss.

SARAH

You're already dead, Silberman.  Everybody here

dies.  You know I believe that.  So don't fuck

with me!

SILBERMAN

Open the goddamn door!

The attendants looks at one another.  One of them hits the solenoid

button.  The far door unlocks.

71A     IN THE LOCKOUT CORRIDOR.  Sarah pushes Silberman ahead of her.

The nearer, barred door must be unlocked manually.

One of the attendants cautiously approaches.  Nervously unlocks it.

SARAH

Step back!

He does.  She faces both of them.

SARAH

Down on the floor!  Now!

They comply.  She comes through with Silberman, giving them a wide

berth.  Starts backing down the hall away from them, still holding

her hostage.  She's actually pulling this off.

71B     ANGLE FROM BEHIND HER.  What we can see, but she can't see, it a

third orderly waiting just around the corner.  He's poised, ready to

jump her when she comes abreast of him.

ON SARAH backing up.  She reaches the corner.

The third attendant lunges, grabbing her syringe-hand.

Sarah spins on the orderly and catches him across the throat with the

nightstick.  He loses interest fast, dropping to his knees and

gagging.  Silberman pulls away, screaming at the top of his lungs

SILBERMAN

Get her!

They scramble up as Sarah takes off like a shot around the corner.

One of them hits the panic button and ALARMS begin to sound.

72      IN THE ISOLATION WARD, the T-1000 is looking in at a very stoned

attendant inside the nurses' station when the alarms shriek through

the halls.  It reaches into its chest and pulls out the 9mm pistol.

Heads for the security entrance.

73      IN ANOTHER CORRIDOR in the maze of the vast hospital, Sarah flies

past us, her bare feet slapping on the cold tiles.  The orderlies

charge after her.

She's like an animal in a maze.  She turns the corner, glancing off

the wall, and sprints on without slowing.  She reaches a steel door.

Tries it.  Locked.

Footsteps like a drum solo behind her.

She fumbles with Douglas' keys, breathing hard.  Jams the master in.

The orderlies are bearing down on her at full tilt.

Sarah gets the door open.  Dives through.  Slams it.

She turns a deadbolt knob just as the first orderly grabs the latch

on the other side.  He's too late.

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

73A     Sarah is in another sally-port corridor.  A jail-cell type barred

door is between her and the corridors of the ward beyond.

She sprints to the walls of bars, jams her key into the door.

She unlocks and pulls open this door just as she hears the latch of

the one she just came through being unlocked.

She flings herself frantically through the barred door as the first

orderly comes through behind her.

She slams the bars shut.  CLANG.

Her keys are dangling from the lock on the other side from her.

The orderly is racing at her, white-lipped with rage.

She reaches back through the bars, turns the key, and purposefully

snaps it off in the lock.  An instant later the big orderly slams

against the door, grabbing through the bars for her as she dances

back just out of reach.

He lunges against the steel bars, unbelievably pissed off.

Sarah takes off running, looking back at the frustrated orderlies.

They're shouting at each other, unable to fit their keys into the

lock --

The broken-off key tip makes it impossible to get their keys in.

Silberman shouts at them.

SILBERMAN

Go around, goddamnit!  Go around!!

The orderlies run back the way they came, and along a cross-corridor

to another set of doors.

73B     ON SARAH as she rounds a corner and sees the elevators ahead.

Now she's home-free.  At a full-tilt sprint, she's nearly there when

the elevator doors part...

TERMINATOR steps out... his head swivels to face her.

Sarah reacts, stricken by the image from her worst nightmares.

Her eyes go wide as momentum carries her forward.

Her bare feet slip on the slick tile.  She slams to the floor,

staring up at the leather-clad figure with the shotgun.

She loses all semblance of courage and some of her sanity.

She's not even aware that she is screaming, or what would be

screaming if she could get the breath to do it.

In slowed-down dream-time, Sarah scrambles back along the floor like a

crab, spinning and clawing her way to her feet along the wall.

She runs like the wind, like in her nightmare.  If she looked back she

would have seen John step warily out of the corridor behind

Terminator.  John, however, catches a glimpse of the fleeing Sarah and

figures out instantly what happened.

JOHN

Mom!!  Wait!

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

They take off running after Sarah.

73C     She is pelting down the long corridor, back the way she came.  As she

reaches an intersection with a cross-corridor a white-clad figure

blurs from that corridor.  The orderly hits her in a flying tackle.

She skids across the floor, shrieking and struggling.  The other two

orderlies leap into the fray.

SARAH

No!  Help me!  Goddamnit, it's gonna kill us

all!!!

She is shouting, pleading, trying to get them to understand what is

coming.  They grab her thrashing arms and legs.  They don't even look

where the out-of-control woman is pointing... back along the corridor.

They have pinned her to the cold tiles, a ring of faces above her.

Silberman leans down to her, holding a syringe with a heavy dose of

trank.  Sarah cranes her neck and sees the dark silhouette of

Terminator coming up behind them.  It is exactly her nightmare.

She screams in utter hopelessness.

Terminator, holding the shotgun in one hand, reaches down and grabs

one of the orderlies with his other hand.  He hurls the 200-pound

guys against the far wall of the corridor.  SMACK!  He drops to the

floor.

The other two orderlies react instantly, leaping onto the intruder.

Terminator seems to disappear for a moment under the two big guys.

Then there is an explosion of white-clad figures, as the orderlies are

flung outward like they stepped on a land mine.

One crashes through a window of safety glass and is caught before a

two-story fall by the outer steel bars.  The other crashes through an

office door, splintering it into kindling.

Silberman has jumped to hold Sarah.  He is grabbed by a roll of skin

at the back of his neck and lifted like a cat.  The doctor feel his

feet pedaling above the ground.  He looks into the expressionless

face.  And it hit him.  Sarah was right... this guy isn't human.

He feels the fabric of reality crumbling.

Then he feels himself flying through the air.  The wall smacks him,

then the floor kicks him in the face.  He decides to lie there a

second.

Sarah blinks, staring up at the figure looming over her.

John kneels next to her.

JOHN

Mom, are you okay?

She looks from Terminator to John.  Back to Terminator.

Is this a nightmare?  Or has she finally gone truly bad?

Incredibly, Terminator politely reaches his hand down to her, offering

to help her up.  The last thing she ever expected to see.

TERMINATOR

Come with me if you want to live.

The orderlies are stirring.

JOHN

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

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

Terminator lifts her to her feet.

73D     John sees a GUARD standing thirty feet away, on the other side of the

walls of bars.  John doesn't know what we know, but he knows

something's not right with this guy.  Terminator turns to follow

John's gaze.

The T-1000 had its pistol in its hand, at its side.

Terminator pushes John behind him.  They start backing up.

73E     The T-1000 walks forward, reaching the bars.  It doesn't stop.

Its body divides like jello around the bars.  As it squeezes itself

through like metal playdough, its surface reforms perfectly on our

side.  We see it deform and squeeze through like a viscous paste

forced past an obstacle.

Silberman has recovered enough to be sitting up and watching this.

That faint snapping sound is his mind.

There is a CLANK and we see that the guard's gun has caught against

the bars... the only solid object.  The T-1000 turns its wrist and

tries again, slipping the gun endwise through the gap.

73F     Sarah is agape.  Not reacting.  It's been a heavy day for her.

Terminator grabs John by the seat of his pants and hooks him up onto

his back.  John grabs him around the neck.  Terminator raises the

shotgun and starts backing up.

TERMINATOR

Go!  Run!

Sarah doesn't need to be told twice.

T-1000 walks toward them, opening fire with the Browning Hi-Power.

Terminator straight-arms the 12-guage like a pistol and FIRES.

The stunned orderlies flop face down on the floor as the corridor is

filled with high-velocity lead.  One of them, stupidly running for the

cross-corridor, gets hit by the T-1000.

Terminator is hammered by several slugs, and the T-1000 is cratered

by two buckshots hits.  It staggers, but comes on.  In the craters

we see bright mercury before they close and reseal, disappearing in a

second.

73G     Terminator makes it around the corner and breaks into a run.  Ahead,

Sarah is already at the elevator.  Terminator and John pile in and

John slaps the button for "Garage Level".

The doors start to close.  T-1000 clears the corner.

Terminator slams John and Sarah back against the side walls as the

T-1000 charges at them, rapid firing the Browning.

The rounds hit the steel doors as they close.

T-1000 keeps pumping them at the closing gap.

73H     Inside, they see the backside of the doors denting with the hits that

are punching holes in the other side.

73I     The Browning locks open, empty.  T-1000 drops it without a glance

back.  The doors close.  K-WHAM!  The T-1000 hits them a split second

later.  The elevator hasn't moved yet.  SSWWIKK!

73J     A sword-like blade rams through in between the doors, forcing them

open.  Terminator jams the shotgun through the widening gap.  Punches

the muzzle right INTO T-1000's face -- BOOM!!

73K     We get a glimpse of the T-1000's head blown apart by the blast.  It

is hurtled back.  The doors close.  The car descends.

73L     ON THE T-1000, outside the elevator.  Its head, which is blown apart

into two doughy masses lying on the shoulders, reforms quickly.

There is no trace of the injury.  It sees the closed door and jams its

hands between them, its fingertips becoming pry-bars.  It pulls the

doors apart with inhuman strength

73M     and LEAPS INTO THE OPEN SHAFT.

It falls two floors and...

74      IN THE ELEVATOR.  Out trio hears a loud THUMP on the roof.

Terminator, reloading the shotgun, looks up.

Sarah grabs the .45 from his waistband and aims it at the ceiling.

BEAT...

Then CLANGG!! a swordlike shaft punches through the ceiling and spears

down four feet into the elevator car.

It is inches from Sarah's face.

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

Lighting-fast the lance withdraws and thrusts down again, slashing

Terminator's jacket, and missing John by inches.

Terminator chambers a round and K-BOOM! the 12-guage opens a hole in

the ceiling.

Terminator rocks out in a fury of firing/cocking/firing as the metal

shafts slash down again and again.  Sarah yells in pain as one of them

slices open her upper arm.

75      The doors open.  Sarah pulls John out as soon as the gap is wide

enough.

They emerge into the basement.  We see the Harley parked nearby.

Terminator, in a rearguard action, fires another blast through the

ceiling and runs out.  He throws his leg over the Harley, kicks it to

life with one powerful stroke and then whips something out of the

inner pocket of his jacket.  He throws it to John.  A road flare!?

76      In the elevator, the T-1000 has bashed a hole in the ceiling big

enough to...

Pour itself through.

A massive blob of mercury extrudes from the opening.  The mass drops

through the hole, down out of frame, then comes back up into frame

as Officer X.

It seems to need just a second to get its mental act together after

doing this king of taffy-pull with itself.  It opens its eyes and

sees --

77      TERMINATOR, the shot gun held in his teeth, astride the roaring

Harley twenty feet away.  Terminator twists the throttle and pops the

clutch.

The back tire screams on the concrete.  The front wheel lifts off the

ground and the heavy bike launches in a thundering wheelie.

Terminator gets off just before the bike hurtles into the elevator.

The Harley slams the T-1000 square and smashes it right through the

back wall of the elevator.

Terminator rolls to his feet.

Johns strikes the flare on the concrete.  Tosses it.

Terminator catches the life flare with one hand.

Levels the shotgun with the other.

With his last round he blows a big hole in the bike's gas tank.

Gas splashes everywhere, covering the struggling T-1000.

Terminator tosses the flare.  KA-VOOOM!

The explosion knocks Terminator backward off his feet, enveloping him

in the fireball.  He gets up, smoking, and runs after John and Sarah

toward the exit ramp.

78      AT THE EXIT RAMP.  They are partway up when a blue-and-white hospital

security car comes screeching down the other way.

Without breaking stride Sarah runs right at the car.  It skids to a

shrieking halt.  She's in the guy's face with the .45 in both hands.

SARAH

Out of the car!!

The patrol guy is thinking what he can try when BLAM! she puts a round

through the glass next to his head.

SARAH

RIGHT NOW!

The door opens and the guy is coming out with his hands up as

Terminator arrives.  The cyborg flings the rent-a-cop out of the way

and slides behind the wheel.  Sarah gets John into the back seat and

dives into the front passenger seat as --

78A     Terminator slams the car into reverse and punches it, lighting up the

tires on the slick ramp.

Terminator hands the shotgun over his shoulder to John and tells him

to reload.  John pulls some shells from the pocket of his army jacket

and starts feeding them in.

Terminator power backward up the ramp, scraping along one wall, barely

in control.  Because...

79      The T-1000 is running at them out of the inferno below.

This guy won't quit.  Shifting from chrome mode to cop-form as it

runs.

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

80      Terminator hands Sarah another magazine for the .45.  She snatches

it, drops the other out, and slaps in the new one.  Cocks the slide.

The car backs along the service driveway toward the security gate.

John hands the shot gun back to Terminator.

He leans out the window and takes aim at the pursuer.

The T-1000's face is right in the headlights.

80A     Terminator fires, blowing a hole in its shoulder.  Shiny liquid metal

visible in the hole, which then closes.

80B     Sarah, half out the passenger window, opens fire.

The car crashes backward through the security barricade.

TERMINATOR

(calmly)

Hang on.

He cuts the wheel hard.  The car slews into a reverse 180, swapping

ends with a screech.

T-1000 is almost on them.

Terminator punches it.  The car accelerates forward.

80C     T-1000 leaps.  Lands on the trunk.

Its hand is a metal crowbar slammed down through the trunk lid.

Feet dragging on the pavement, it slams its other hand down,

punching another metal hook into the trunk lid, pulling itself up.

Terminator turns to Sarah.

TERMINATOR

Drive.

Terminator heaves himself half out the driver's window.  Sarah slaps

her foot down on the throttle and steers from the passenger side.

80D     T-1000, fully on the car now, holds on with one hook-hand while it

slams the other into the back window, sweeping away the glass and

missing John by inches as he ducks.

It draws back for another swing, lunging forward as --

80E     Terminator whips the shotgun over the roof of the car.

Fires point-blank.

Hits the T-1000's arm just above the "hand" which anchors it to the

car.  The 12-guage blows the arm apart, severing the hook-hand.

80F     T-1000 tumbles backward off the accelerating car.

John looks out the back window, his eyes wide.

He sees the T-1000 roll to his feet and continue running.

But he's dropping way behind now.  Sarah has the car floored and the

liquid-metal killer won't catch them on foot.

80G     John watches, in awe, as the "crowbar hand", stuck into the trunk

right in front of him, reverts to the neutral polyalloy... a kind of

think mercury.  The gray metal slides off the trunk of the car and

falls onto the road to lie there in a quivering blob.

80H     The car speeds off into the night.

REVERSE on the T-1000, walking now, coming right up into closeup,

watching the tail lights recede.  It looks down.

80I     ANGLE ON BLACKTOP, tight on the liquid metal blob.  Next to it is the

T-1000's shiny cop shoe.  The mercury blob crawls and rejoins the

main mass, disappearing into the "shoe".

81      INT./EXT. SECURITY CAR

A GHOST CAR blasts out of the darkness on a long stretch of moonlight

highway.  Headlights off, the hospital security car punches a hole in

the wind.

81A     INSIDE THE SPEEDING CAR the energy is still high.  The air is blowing

in the shattered windows as Terminator drives the car easily by

electronic night-vision.  His eyes glow faintly red.

JOHN

Can you see anything?

81B     TERMINATOR'S POV.  A monochrome image of the highway lit bright as

day.

81C     Terminator replies in a matter-of-fact tone.

TERMINATOR

Everything.

JOHN

Cool.

Sarah looks at Terminator, still not quite believing this is

happening.  But this is a different Sarah than the waitress of 1984.

She spends only a second or two dealing with the unbelievable.

Then she turns to John in the back seat.

SARAH

You okay?

He nods.  She reaches for John and we think she's going to hug him.

She starts to rub her hands over him and we realize she's checking for

injuries, very clinically the way a vet checks a dog for broken bones.

He pulls away from her.  He hates her always checking him, treating

him like he might break, like some piece of rare china.

JOHN

I said I was okay.

Sarah looks at him, exasperated and stern.

SARAH

It was stupid of you to go there.

John stares at her, surprised.

SARAH

Goddamnit, John, you have to be smarter than

that.  You're too important!  You can't risk

yourself, not even for me, do you understand?

I can take care of myself.  I was doing fine.

Jesus, John.  You almost got yourself killed.

We see his chin quiver.  He's a tough kid, but all he really wants is

for her to love him.  He hasn't had enough years on the planet yet to

be the man of steel she demands.

JOHN

I... had to get you out of the place... I'm

sorry, I...

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

SARAH

Stop it!  Right now!  You can't cry, John.

Other kids can afford to cry.  You can't.

He's trying to be brave, he really is.  Terminator turns and sees the

water leaking from his eyes.  It doesn't make and sense to him.

TERMINATOR

What is wrong with your eyes?

John turns away, ashamed.  Sarah lets her breath out, realizing how

keyed up she is.  She turns to Terminator, giving him a wary once-

over.

SARAH

So what's your story?

CUT TO:

82      EXT. MENTAL HOSPITAL

The cops have shown up, as they always do.  There are black-and-whites

everywhere, and ambulances are arriving.  Two cops and an orderly are

required to subdue poor Doctor Silberman, who is raving at the top of

his lungs.

SILBERMAN

... it was all true and we're all going to die

and the changed, I saw him change!!

It's quite pathetic.

A nurse shoots him up with a sedative.  They lead him away.

82A     T-1000 walks unperturbed among the milling cops.  No one notices him.

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

83      INT. CAR

Terminator drives steadily into the black night.

SARAH

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

TERMINATOR

Ballistic penetration shocks it, but only for a

few seconds.

Sarah thinks about that.  Then:

SARAH

Can it be destroyed?

TERMINATOR

Unknown.

They ride along in silence for a few seconds.

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

SARAH

Pull in here.  We have to ditch this car.

84      EXT. SERVICE STATION - NIGHT

A rundown gas station with a buzzing neon sign and no one around.

They pull into the drive and slowly cruise past the empty office.  A

sign in the window says CLOSED SUNDAYS.  They continue around the

building to the garage's back door.

AT THE GARAGE DOOR.  Terminator breaks the lock on the roll-up door

and raises it.  Sarah pulls the security car in out of sight.

Terminator rolls the door down behind them.

85      INT. GAS STATION

Dark.  Sarah switches on the single drop-light.  She and Terminator

look at each other.  Terminator is shot-up and bleeding, and Sarah

has a vicious slash in her upper arm which was soaked her sleeve with

blood.

SARAH

You look like handmade shit.

TERMINATOR

So do you.

CUT TO:

86      TIGHT ON FIRST-AID KIT from the office, plus some not-so-oily rags, a

bottle of rubbing alcohol, a few small tools, and other makeshift

odds and ends.  Terminator's hand comes into shot.  Sets down a bloody

rag.  Picks up a clean one.

WIDER.  Sarah sits on an empty crate.  Terminator's is beside her,

suturing her wound with some fine wire from the winding of an

alternator.  Using a pair of needlenose pliers he draws the wire

through her pale skin with a delicate hand.

TERMINATOR

I have detailed files on human anatomy.

Sarah stares into his face, inches away, fighting the pain.  She

doesn't like him being this close to her to begin with, let alone

carving on her.

SARAH

I'll bet. Makes you a more efficient killer,

right?

TERMINATOR

Correct.

CUT TO:

87      TIGHT ON TERMINATOR'S BACK.  The leather jacket is riddled with bullet

holes.  Sarah and John help pull it off, revealing Terminator's

broad, muscular back beneath.

WIDER.  John and Sarah stare in amazement.  There are at least twenty

bullet holes in him.  Back.  Arms.  Legs.  Fortunately they're all

9mm.  The holes are small and the damage cosmetic.

JOHN

Does it hurt?

TERMINATOR

I sense injuries.  The data could be called

pain.

TIGHT ON SARAH AND TERMINATOR.  Sarah starts washing the bullet holes

in his broad back with alcohol.

SARAH

Will these heal up?

Terminator nods.  She reaches into the bloody wounds with pliers and

finds the copper-jacketed bullets, flattening against the armored

endoskeleton.  Pulls them out.  They CLINK one by one into a glass.

SARAH

That's good.  Because if you can't pass for

human, you won't be much good to us.

She concentrates on removing the slugs.  CLINK.  CLINK.

JOHN

How long do you live?  I mean, last?

TERMINATOR

A hundred and twenty years on my existing

power cell.

Sarah nods, pulling out another slug.  CLINK.  The glass nearly full

of flattened bullets.  She begins to sew the holes closed with a few

wire sutures.  John watches in quiet amazement, the two warriors

calmly fixing each other.

JOHN

Can you learn?  So you can be... you know.

More human.  Not such a dork all the time.

Terminator turns towards him.

TERMINATOR

My CPU is a neural-net processor... a learning

computer.  But Skynet presets the switch to

"read-only" when we are sent out alone.

SARAH

(cynical)

Doesn't want you thinking too much, huh?

TERMINATOR

No.

JOHN

Can we reset the switch?

CUT TO:

88      E.C.U. OF AN X-ACTO KNIFE cutting into Terminator's scalp at the base

of his skull.  His voice calmly directs Sarah as she spreads the bloody

incision and locates the maintenance port for the CPU in the chrome

skull beneath.

TERMINATOR

Now open the port cover.

She wipes away the blood and uses the garage-mechanic's air tools to

unscrew the port cover.

88A     TERMINATOR POV (DIGITIZED) as he watches her work in a mirror they've

taken from the washroom.  Sarah and John are standing behind him.

Her hands are covered with blood, like a surgeon's.

TERMINATOR

Hold the CPU by its base tab.  Pull.

Following the instructions, she reaches in with a pair of tweezers and

PULLS -- there is a BURST OF STATIC and the screen goes BLACK.

CUT TO:

89      TIGHT ON JOHN AND SARAH looking at what she has removed.  A reddish-

brown ceramic rectangle with a connector on one end.  About the size

and shape of a domino.  On close inspection it appears to be made up

of small cubes connected together.  It is identical to the shattered

one in the vault at Cyberdyne Systems.  Now we know it is that that

Miles Dyson values so highly.  The brain of a terminator.

89A     WIDER.  John walks around Terminator and looks at his face.

Eyes open, he is completely inert.  Dead.

John lifts his huge hand.  The dead servos whine sullenly as he forces

them.  It's like rigor mortis.  He releases the hand and it stays in

the lifted position.  Sarah examines the CPU chip.

JOHN

Can you see the pin switch?

She ignores him.  See looks at Terminator.

The back at the chip.

Then she sets it on the work table and picks up a small sledge hammer.

John realizes what she is about to do.  Dives at her as the sledge is

whistling down.

JOHN

No!!!!

He slaps his hand down over the chip.

Sarah barely stops the sledge before smashing his fingers.

SARAH

Out of the way, John!

JOHN

No!  Don't kill him!

SARAH

It, John.  Not him.  It.

JOHN

Alright, it!  We need it!

John keeps his hand right where it is.

SARAH

We're better off by ourselves.

JOHN

But it's the only proof we have to the future...

about the war and all that.

SARAH

I don't trust it!  These things are hard to

kill, John, believe me, I know.  We may never

have this opportunity again.

JOHN

Look, Mom, if I'm supposed to ever be this great

leader, you should start listening to my

leadership ideas once in a while.  'Cause if you

won't, nobody else will.

Smart kid.  He's got her.  She nods, reluctantly.  He palms the chip

and studies it minutely.

89B     John takes a pin and moves the almost invisible switch to the other

position.

It is now in "write" mode.  Then he grimaces as he inserts the wafer

back into the slot in Terminator's skull.

89C     TERMINATOR VISION flares back to life in a burst of static.  The image

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

TERMINATOR

Was there a problem?

John glances sheepishly at Sarah,  Then smiles at Terminator.

JOHN

No problem.  None whatsoever.

CUT TO:

90      JOHN SLEEPING, lying on a pile of rags next to a stack of tires.

The lights are off.  Sarah sits nearby, cross-legged, he back against

the wall.

The .45 is cradles in her lap.  She looks weary, but she won't allow

herself to sleep with Terminator present.

By the office windows, in a slash of moonlight, is Terminator.  He

stands silent and still, watching the night.  Only his eyes move,

tracking with the occasional car passing on the road.  He figure

silhouetted and still.

DISSOLVE TO:

91      SAME IMAGE.  Now DAYLIGHT streams in the dusty windows.

Terminator has not moved.  Faithful machine sentinel.  He turns at a

sound.  John stirs, waking up.  He squints into the sunlight.  Sarah

is still awake.  She gets up, wincing at the pain in her arm.

CUT TO:

92      EXT. GAS STATION - DAY (LATER)

John and Terminator walks to an old Chevy pickup parked behind the

garage.  The day is clear but windy.  Dust devils chase themselves

behind the place.  The pickup is locked but Terminator breaks the side

window with his fist and opens the door.  He and John climb in.

92A     IN THE PICKUP.  Terminator has this trick (which you could do too if

you had servo-driven steel fingers) where he smashes the cowl around

a steering column with one blow from the palm of his hand.  When it

shatters he strips it away with a single move, and then turns the stub

of the lock-mechanism with his fingertips.  This starts the vehicle.

It takes about three seconds.

In fact, he does it so quickly, the truck is running by the time John

flips down the sun visor.  A set of keys drops out and John catches

them.  Dangles them in front of Terminator's eyes.

JOHN

Are we learning yet?

92B     Sarah comes out.  She's found a mechanic's coverall inside, used but

fairly clean.  It doesn't fit her too well, but it's better than the

stuff from the hospital.  She's still barefoot.

The sun, which she hasn't seen in months, hurts her eyes,

Terminator and John pull up in the pickup.  She gets in.

92C	TERMINATOR

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

SARAH

Just head south.

CUT TO:

93      INT./EXT. PICKUP TRUCK/HIGHWAY - DAY

THE OPEN ROAD.  The pickup roars through light traffic down a long

stretch of highway.  They set three abreast on the bench seat, John

in between, like some improbable family on a car trip.

Sarah leans over to get a look at the speedometer.

SARAH

Keep it under sixty-five.  We can't afford to

be pulled over.

Terminator backs off the throttle slightly.

TERMINATOR

Affirmative.

JOHN

No, no, no.  You gotta listen to the way people

talk.  See, you don't say like "Affirmative" or

some shit like that.  You say... no problemo.

Terminator nods, filing away the information.  Sarah is ignoring the

lesson, lost in thought.

JOHN

It someone comes off to you with an attitude,

you say "eat me"... if you wanna shine them on,

it's "Hasta la vista, baby".

TERMINATOR

"Hasta la vista, baby"?

JOHN

Yeah, or "later, dickwad."  Or if someone gets

upset you say "chill out."  Like that.  Or you

can do combinations.

TERMINATOR

Chill out, dickwad.

JOHN

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

TERMINATOR

No problemo.

CUT TO:

94-95   OMITTED

96      EXT. ROADSIDE STAND/GAS STATION - DAY

There's a gas pump and a sleazy fast-food stand.  Picnic tables are

set up at the side of the food stand.  A family sits at one, children

playing and running about.

96A     The pickup truck pulls into the lot.  Stops at the gas pump.

Sarah turns to John.

SARAH

You got any cash?

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

JOHN

Only a couple hundred bucks.  I'll give you

half.

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

SARAH

Get some food.

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

JOHN

No sense of humor.

97      THE ORDERING WINDOW as John and Terminator approach.

JOHN

And that's another thing.  You could lighten up

a bit, yourself.  This severe routine is getting

old.  Smile once in a while.

TERMINATOR

Smile?

JOHN

Yeah.  Smile.  You know.  People smile, right?

Watch.

Goes to the order window.

JOHN

(smiling broadly)

Hi.  Nice place you got here.  How's business?

WINDOW WOMAN

(stone-faced)

Gimme a break.

JOHN

(to Terminator)

Okay.  Bad example.  Over there, look.

John points at THREE TEENAGE GUYS standing at a drinking fountain

nearby.  One of them has said something funny and the others are

laughing, grinning.

JOHN

Like that.

TERMINATOR POV (DIGITIZED)  The real-time image continues while a

replay of one of the guys grinning runs in a window.  It expands, so

that the guy's mouth fills the window.  Replays again in slow motion.

A vector-graphic of the lips smiling appears, along with an array of

symbolic data.

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

the lip.  Terminator's next effort is a marginal improvement.

JOHN

I don't know, maybe you could practice in front

of a mirror or something.

CUT TO:

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

Sarah and John are eating cheeseburgers and fries, sitting in the

truck and on the curb respectively.  They are parked away from the

other families, at the end of the gravel parking area.  Terminator

is pouring coolant into the radiator.  Sarah is deep in through,

turning and turning the whole thing in her brain.  John, unable to

deal with her silence, goes around to where Terminator is working.

98A     John sees two kids playing with machine-gun water pistols nearby,

viciously squirting each other.

FIRST KID

You're dead!

SECOND KID

Am not!

FIRST KID

Are so!

John and Terminator watch them rolling on the ground in a fight to the

death.  Sarah rounds the front of the truck, and sees the kids.  John

sighs, solemn.  He looks up at the cyborg.

JOHN

We're not gonna make it, are we?  People, I

mean.

TERMINATOR

It is in your nature to destroy yourselves.

John nods, depressed.

JOHN

Yeah.  Drag, huh?

SARAH

I need to know how Skynet get built.  Who's

responsible?

TERMINATOR

The man most directly responsible is Miles Bennet

Dyson, Director of Special Projects at

Cyberdyne Systems Corporation.

SARAH

Why him?

TERMINATOR

In a few months he creates a revolutionary

type of mircoprocessor.

SARAH

Then what?

98B     Terminator closes the hood and gets into the truck as he speaks.

TERMINATOR

In three years Cyberdyne will become the largest

supplier of military computer systems.  All

stealth bombers are upgraded with Cyberdyne

computers, becoming fully unmanned,  Afterward,

the fly with a perfect operational record.

SARAH

(getting behind John)

Uh huh, great.  Then those fat fucks in

Washington figure, what the hell, let a computer

run the whole show, right?

TERMINATOR

Basically.

(starting the engine, backing

out)

The Skynet funding bill is passed.  The system

goes on-line August 4th, 1997.  Human decisions

are removed from strategic defense.  Skynet

begins to learn, at a geometric rate.  It becomes

self-aware at 2:14 a.m. eastern time, August 29.

In a panic, they try to pull the plug.

SARAH

And Skynet fights back.

They accelerate back onto the highway.

TERMINATOR

Yes.  It launches its ICBMs against their

targets in Russia.

SARAH

Why attack Russia?

TERMINATOR

Because Skynet knows the Russian counter-strike

will remove its enemies here.

SARAH

Jesus.

(beat, then)

How much do you know about Dyson?

TERMINATOR

I have detailed files.

SARAH

I want to know everything.  What he looks like.

Where he lives.  Everything.

99      INT. DYSON HOUSE - DAY

Miles Dyson sits at the huge desk in his study.  He is deep in

thought, tapping away at the keyboard of his home computer terminal.

Next to desk are racks of sophisticated gear.  On a Sunday morning,

when most men are relaxing, spending time with their families, Dyson

is hard at work.

IN A PROFILE CLOSEUP we see him in deep concentration, his mind

prowling the labyrinth of his new microprocessor.

A WOMAN'S FACE ENTERS FRAME soundlessly behind him.  He doesn't hear

her.  His wife, TARISSA, extends her tongue and traces it down the

back of his neck.  He smiles and turns to kiss her good morning.

She's still in her bathrobe, holding coffee.  He's been up for hours.

He turns and goes back to work, forgetting instantly that she is

standing there.

She watches him work, the arcane symbols moving across the screen.

We see her frustration, her inability to truly enter the magic box

of his world.

TARISSA

You going to work all day?

DYSON

I'm sorry, baby.  This thing is just kicking my

ass.  I thought we had it with this one...

He points to a metal box on his desk, about two feet long.  As

assembly of small cubes.  It looks like a dinosaur version of

Terminator's CPU.

DYSON

... but the output went to shit after three

seconds.  I'm thinking now it's the way I'm

matrixing the command hierarchies...

TARISSA

You need a break.  You'll see it clear when you

come back.

DYSON

I can't

TARISSA

Miles, it's Sunday.  You promised to take the

kids to Raging Waters today.

DYSON

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

He takes her hands.  We see a childlike excitement in his face.  He

wants so badly to share the almost orgasmic thrill of discovery,

the satisfaction of creation.

DYSON

Baby, this thing is going to blow 'em all away.

It's a neural-net process --

TARISSA

I know.  You told me.  It's a neural-net

processor.  It thinks and learns like we do.

It's superconducting at room temperature.

Other computer are pocket calculators by

comparison.

(she pulls away from him)

But why is that so goddamn important, Miles?

I really need to know, 'cause I feel like I'm

going crazy here, sometimes.

DYSON

I'm sorry, honey, it's just that I'm thiiis

close.

He holds up his thumb and index finger... a fraction of an inch apart.

She picks up the prototype.  It doesn't look like much.

DYSON

Imagine a jetline with a pilot that never makes

a mistake, never gets tired, never shows up to

work with a hangover.

(he taps the prototype)

Meet the pilot.

TARISSA

Why did you marry me, Miles?  Why did we have

these two children?  You don't need us.  Your

heart and your mind are in here.

(she stares at the metal box

in her hands)

But it doesn't love you like we do.

He takes the anodized box from her hands and sets it down.  Then he

puts his hands on her shoulders and kisses her gently.  She acquiesces

to his kiss.

DYSON

I'm sorry.

Tarissa glances over his shoulder.  She nods her head toward the

doorway to the study.  Dyson turns and sees their two kids standing

there.  Danny (6) and Blythe (4) look rumpled and adorable in their

PJs.  Dyson wilts at their hopeful expressions.

TARISSA

How about spending some time with your other

babies?

Dyson grins. The forces of darkness have lost this round.  He holds

out his hands and his kids run to him, cheering.

CUT TO:

A100    EXT. DESERT/COMPOUND - DAY

The desert northwest of Calexico.  Burning under the sun like a

hallucination.  Heat shimmers the image, mirage-like.

Terminator turns the pickup off the paved road and barrels along a

roadbed a sand and gravel, trailing a huge plume of dust.

A sign at the turnoff says:     CHARON MESA     2 MI

CALEXICO	15 MI

A101    AHEAD is a pathetic oasis of humanity in the vast wasteland, a couple

of aging house-trailers, surrounded by assorted junk vehicles and

desert-style trash.  There is a dirt airstrip behind the trailers, and

a stripped Huey helicopter sitting on block nearby.

The truck rolls to a stop in a cloud of dust.  The place looks

deserted.  The door to the nearest trailer bangs in the wind.

SARAH

(to Terminator and John)

Stay in the truck.

A102    ANGLE FROM INSIDE ANOTHER TRAILER, NEARBY.

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

Sarah gets out.

ON SARAH peering through the backlit dust.

The sound of wind.  She approaches the trailer.

SARAH

(in Spanish)

Enrique?  You here?

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

motion.

ENRIQUE SALCEDA stands behind a rusting jeep, a 12-gauge pump trained

on her.  He is mid-forties, a tough Guatemalan with a weathered face

and heavy mustache.  He wears cowboy boots and a flak vest, no shirt.

SALCEDA

You pretty jumpy, Connor.

His fierce face breaks into a broad grin.  The shotgun drops to his

side as he walks toward her.  When he reaches her he hugs her, then

steps back.

SALCEDA

(in Spanish)

Good to see you, Connor.  I knew you'd make it

back here sooner or later.

He grins at John as he steps from the truck, and then clocks

Terminator getting out.

SALCEDA

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

friend?

JOHN

(perfect Spanish)

He's cool, Enrique.  He's... uh... this is my

Uncle Bob.

(to Terminator, in English)

Uncle Bob, this is Enrique.

Terminator smiles.  Sort of.  Salceda squints at him,

SALCEDA

Hmmm.  Uncle Bob, huh?  Okay.

(yelling)

Yolanda.  Get out here, we got company.  And

bring some fucking tequila!

A thin Guatemalan KID, FRANCO, eighteen or so, comes out of the

trailer with the AK-47, followed by Salceda's wife, YOLANDA.  She has

THREE younger children with her, from a five-year-old GIRL, JUANITA,

to a year-and-half-old BOY.  She waves at John.  They exchange

greetings in Spanish.  They seem like nice people.

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

TERMINATOR

Uncle Bob?

SALCEDA

(to Sarah)

So, Sarahlita, you getting famous, you know

that?  All over the goddamn TV.

Salceda rips the cap off the tequila bottle.  The two-year-old toddles

to Terminator and grabs his pants, sliming them with drool.

Terminator looks down at the tiny kid, fascinated.  What is it?

He picks up the child with one huge hand.  Looks at it.  Turns it

different ways.  Studying it.  Then sets it down.  The kid waddles

off, a little dizzy.

SALCEDA

Honey, take Pacolito.  Thanks, baby.

She hands him the tequila and takes the child.  Salceda takes a long

pull from the Cuervo bottle.

SALCEDA

(to Terminator)

Drink?

Terminator gestures "no" at the proffered bottle, but Sarah grabs it

and takes a long pull.  She lowers it without expression.  Her eyes

don't even water.

SARAH

I just came for my stuff.  And I need clothes,

food, and one of your trucks.

SALCEDA

(grinning)

Hey, how about the fillings out of my fucking

teeth while you're at it?

SARAH

Now, Enrique.

(turns to Terminator and John)

You two are on weapons detail.

CUT TO:

A103    EXT. COMPOUND/BEHIND THE TRAILERS

There is an aging and rusted Caterpillar sitting behind one of the

trailers.  John expertly backs it toward Terminator who is holding

one end of a piece of heavy chain which disappears into the sand.

JOHN

Hook it on.

Terminator hooks the chain onto the towhook on the back of the

tractor.  John hits the throttle and the Cat churns its treads,

pulling some massive load.  A six-by-eight foot sheet of steel plate

moves slowly under six inches of sand.

John drags it far enough to reveal... a rectangular hole in the

ground.  Like the mouth of a tomb.  The kid drops down from the

tractor and walks to the hole.

JOHN

One thing about my mom... she always plans

ahead.

A104    INT. WEAPONS CACHE

From inside the "tomb".  Sunlight slashes down into a cinder-block

room, less than six feet wide but over twenty long.  Sand spills down

the steps.  The walls are lined with guns.

John precedes Terminator into Sarah's weapons cache.  Rifles, pistols,

rocket launchers, mortars, RPGs, radio gear.  At the far end, boxes

containing ammo, grenades, etc. are stacked to the ceiling.

Terminator gets real alert.  Scanning, wondering where to begin.  He

picks up a MAC-10 machine pistol.  Racks the bolt.

TERMINATOR

Excellent.

JOHN

Yeah, I thought you'd like this place.

A105    EXT. COMPOUND/NEARBY

Sarah emerges from a trailer.  She has changed.  Boots, black fatigue

pants, T-shirt.  Shades.  She looks hard.

Salceda is nearby, packing food and other survival equipment with

Yolanda.  He looks up as Sarah approaches, and slaps the side of a

BIG FOUR-BY BRONCO next to him,

SALCEDA

This is the best truck, but the water pump is

blown.  You got the time to change it out?

SARAH

Yeah.  I'm gonna wait till dark to cross the

border.

(she pulls him away from

Yolanda)

Enrique, it's dangerous for you here.  You get

out tonight, too, okay?

SALCEDA

Yeah, Saralita.  Sure.

(he grins)

Just drop by any time and totally fuck up my

life.

She slaps him on the shoulder.

CUT TO:

A106    INT. WEAPONS CACHE

Terminator returns from carrying out several cases of ammo.  John is

selecting rifles from a long rack.

JOHN

See, I grew up in places like this, so I just

thought it was how people lived... riding

around in helicopters.  Learning how to blow

shit up.

John grabs an AK-47 and racks the bolt with a practiced action.

Inspects the receiver for wear.  Doesn't like what he sees.  Puts is

back.  His movement are efficient.  Professional.  Uninterested.

JOHN

Then, when Mom got busted I got put in a

regular school.  The other kids were, like,

into Nintendo.

Terminator has found a Vietnam-era "blooper" M-79 grenade launcher.

A very crude but effective weapon.  He opens the breech and inspects

the bore.

JOHN

Are you ever afraid?

Terminator pauses for a second.  The thought never occurred to him.

He searches him mind for the answer...

TERMINATOR

No.

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

JOHN

Not even of dying?

TERMINATOR

No.

JOHN

You don't feel any emotion about it one way

or the other?

TERMINATOR

No.  I have to stay functional until my mission

is complete.  Then it doesn't matter.

John is idly spinning a Sig Saur 9mm pistol on his finger... backwards

and forwards like Bat Masteron.

JOHN

Yeah.  I have to stay functional too.

(sing-songy)

"I'm too important".

Terminator pulls back a canvas tarp, revealing a squat, heavy weapon

with six barrels clustered in a blunt cylinder.  Chain-ammo is fed

from a canister sitting next to it.  A G.E. MINI-GUN.  The most

fearsome anti-personnel weapon of the Vietnam era.

Terminator hefts it.  Looks at John as if to say "Can I?  Please?"

JOHN

It's definitely you.

CUT TO:

A107    EXT. COMPOUND - DAY/LATER

Sarah and John have their weapons and supply selections laided out on

two battered picnic tables for cleaning and packing.  Maps, radios,

documents, explosives, detonators... just the basics.  Sarah is field-

stripping and cleaning guns, very methodical.  There is no wasted

motion.

Not far away, John and Terminator are working on the Bronco.  They're

greasy up to their elbows, lying on their backs under the engine

compartment, ratcheting bolts into places on the new water pump.

JOHN

There was this one guy that was kinda cool.

He taught me engines.  Hold this a second.  Mom

screwed it up, of course.  Sooner or later she'd

always tell them about Judgment Day and me being

this world leader and that's be all she wrote.

John thinks he's being causal, but his longing for some kind of

parental connection is obvious.

TERMINATOR

Torque wrench please.

JOHN

Here.  I wish I coulda met my real dad.

TERMINATOR

You will.

JOHN

Yeah.  I guess so.  My mom says when I'm, like,

45, I think, I send him back through time to

1984.  But right now he hasn't even been born

yet.  Man, is messes with your head.  Where's

that other bolt?

(Terminator hands it to him)

Thanks.  Mom and him were only together for one

night, but she still loves him, I guess.  I see

her crying sometimes.  She denies it totally,

of course.  Like she says she got something in

her eye.

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

TERMINATOR

Why do you cry?

JOHN

You mean people?  I don't know.  We just cry.

You know.  When it hurts.

TERMINATOR

Pain causes it?

JOHN

Uh-unh, no, it's different... It's when there's

nothing wrong with you but you hurt anyway.  You

get it?

TERMINATOR

No.

Terminator gets into the Bronco and turns the ignition key and the

engine catches with a roar.

JOHN

Alriight!!  My man!

TERMINATOR

No problemo.

John grins and does a victorious thumbs up.

Terminator imitates the gesture awkwardly.

John laughs and makes him get out of the truck, to try the move again.

A108    SARAH, across the compound, pauses in her work to watch John and

Terminator.

A109    SARAH'S POV... we don't hear what John and Terminator are saying.  It

is a soundless pantomime as John is trying to show some other gestures

to the cyborg.  Trying to get him to walk more casually.  John walks,

then Terminator tries it, then John gestures wildly, talking very

fast... explaining the fundamental principles of cool.  They try it

again.  Continued ad lib as we hear:

SARAH (V.O.)

Watching John with the machine, it was suddenly

so clear.  The Terminator would never stop, it

would never leave him... it would always be

there.  And it would never hurt him, never shout

at him or get drunk and hit him, or say it

couldn't spend time with him because it was too

busy.  And it would die to protect him.  Of all

the would-be fathers who came and went over the

years, this thing, this machine, was the only

one who measured up.  In an insane world, it was

the sanest choice.

Sarah clenches her jaw and goes grimly back to work... a strong woman

made hard and cold by years of hard choices.

CUT TO;

A110    EXT. ROAD - DAY

A police cruiser is parked off the side of a quiet, empty road on the

outskirts of Los Angeles.  A ribbon of traffic moves steadily by on a

freeway in the distance.  Nothing stirs around the cruiser except some

pump-jacks sucking the earth on the hill behind it.

A111    IN THE CRUISER.  The T-1000 sits inside.  John's notes and letters are

spread out on the seat beside it.  Sarah's voice speaks from a

cassette deck.  John's tapes.  Her voices mixes with the static filled

chatter of the radio that T-1000 monitors for any signs of its

targets.

SARAH

... if we are ever separated, and can't make

contact, go to Enrique's airstrip.  I'll

rendezvous with you there.

T-1000 whips around and rewinds the tape, replaying the last section.

It then snaps up the envelope of photos we saw earlier.

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

TIGHT ON T-1000 staring at the postmark on the envelope.  It glances

up at the sound of crunching gravel.  In the rear-view it sees a BIKE

COP pulling onto the shoulder behind it.  The big KAWASAKI 1100 idles

up next to the T-1000, still seated in the cruiser.

BIKE COP

Howdy.  I saw you pulled over here earlier.

Everything okay?

T-1000

Everything's fine.  Thanks for checking.

(it gets slowly out of

the car)

Since you're here, though, can I talk to you

a second...

CUT TO:

A112    EXT. HIGHWAY - DAY/MINUTES LATER

The T-1000 thunders along on the Kawasaki 1100, doing about a hundred

and twenty.  PAN WITH IT until it recedes toward the horizon.

CUT TO:

A113    EXT. COMPOUND - DAY (LATE AFTERNOON)

Sarah sits at the picnic table.  The weapons are cleaned and her work

is done.  She hasn't slept in twenty-four hours and she seems to have

the weight of the whole world on her shoulder.

She draws her knife from its belt sheath.

Idly starts to carve something on the table top... the letter "N".

A114    NOT FAR AWAY, John and Terminator are packing the Bronco for the trip.

A115    ON SARAH, AT THE TABLE as she looks up from her carving, thinking.

She watches Salceda's kids playing nearby... wrestling with a mutty

dog and loving it.  Sarah watches Yolanda walking her toddler by her

hands.  Backlit, stylized.  She looks over at John.  Loading guns and

supplies.

A116    ANGLE ON kids playing.

A117    SARAH'S HEAD droops.  She closes her eyes.

A118    TIGHT ON small children playing.  Different ones.

Wider now, to reveal a playground in a park.  Very idyllic.  A dream

playground, crowded with laughing children playing on swings, slides,

and a jungle gym.  It could be the playground we saw melted and frozen

in the post-nuclear desolation of 2029.  But here the grass is vibrant

green and the sun is shining.

118A    Sarah, short-haired, looking drab and paramilitary, stands outside the

playground.  An outsider.  Her fingers are hooked in a chain-link

fence and she is staring through the fence at the young mothers

playing with their kids.  A grim-faced harbinger.

118B    Some girls play skip-rope.  Their sing-song weaves through the random

burbling laughter of the kids.  One of the young mothers walks her

two-year-old son by the hands.  She is wearing a pink waitress

uniform.  She turns to us, laughing.

It is Sarah.  Beautiful.  Radiant.  Sarah from another life,

uncontaminated by the dark future.  She glances at the strange woman

beyond the fence.

118C    Grim-faced Sarah presses against the fence.  She starts shouting at

them in SLOW MOTION.  No sound comes from her mouth.  She grabs the

fence in frustration, shaking it.  Screaming soundlessly.

Waitress Sarah's smile falls.  Then returns as her little boy throws

some sand at her.  She laughs, turns away, as if the woman at the

fence were a shadow, a trick of light.

118D-118F  OMITTED

118G    THE SKY EXPLODES.  The children ignite like match heads.  Sarah is

burning, screaming silently, everything silent and overexposed.

118H    THE BLAST WAVE HITS... devouring the cowering mothers and children.

Sarah's scream merges with the howl of the wind as the shockwave rips

into her, blasting her apart and she...

119     Wakes up.

All is quiet and normal.  The children are still playing nearby.  Less

than fifteen minutes have gone by.

Bathed in sweat, Sarah sits hunched over the table.

Every muscle is shaking.  She is gasping.

Sarah struggles to breathe, running her hand through her hair which is

soaked with sweat,  She can escape from the hospital, but she can't

escape from the madness which haunts her.

She looks down at the words she has carved on the table, amid the

scrawled hearts and bird-droppings.  They are:  "NO FATE."

Something changes in her eyes.  She slams her knife down in the table

top, embedding it deeply in the words.  Then gets up suddenly and

we --

CUT TO:

A120    LONG LENS on Sarah walking toward us, striding across the compound

with grim purpose.  She carries a small nylon pack and a CAR-15

assault rifle.  Her face is an impassive mask.  She has become a

terminator.

A120A   JOHN LOOKS UP from his work in time to see Sarah throw the rifle

behind the seat of their stolen pickup, jump in and start it.  She

slams it in gear.  Salceda walks up to John.

SALCEDA

She said you go south with him...

(he points at Terminator)

... tonight, like you planned.  She will meet

you tomorrow in...

But John is moving, running after her.

JOHN

Mommm!! Wait!!

A120B   MOVING WITH SARAH as she leaves the compound.  We see John running

after her... yelling.  Can't hear his words.  She looks in the rear-

view mirror but doesn't slow down.

CUT TO:

A121    EXT. COMPOUND - DUSK/MINUTES LATER

John and Terminator ponders the message carved into the top of the

picnic table.  Sarah's knife is still embedded there.

JOHN

"No fate."  No fate but what we make.  My father

told her this... I mean I made him memorize it,

up in the future, as a message to her --

Never mind.  Okay, the whole thing goes "The

future is not set.  There is no fate but what

we make for ourselves."

TERMINATOR

She intends to change the future somehow.

JOHN

I guess, yeah --

(snaps his fingers as it hit him)

Oh shit!!

TERMINATOR

Dyson.

JOHN

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

him away!

John motions to Terminator and breaks into a run.

JOHN

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

CUT TO:

A122    INT./EXT. SARAH'S JEEP - DUSK

Sarah speeds through the darkening desert.  Expressionless.  In her

dark glasses, she looks as pitiless as an insect.

DISSOLVE TO:

A123    EXT. HIGHWAY - NIGHT

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

TERMINATOR

This is tactically dangerous.

JOHN

Drive faster.

TERMINATOR

The T-1000 has the same files that I do.  It

could anticipate this move and reacquire you

at Dyson's house.

JOHN

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

TERMINATOR

Killing Dyson might actually prevent the war.

JOHN

I don't care!! There's gotta be another way.

Haven't you learned anything?!  Haven't you

figured out why you can't kill people?

Terminator is still stumped.

JOHN

Look, maybe you don't care if you live or die.

But everybody's not like that!  Okay?!  We have

feelings.  We hurt.  We're afraid.  You gotta

learn this stuff, man, I'm not kidding.  It's

important.

PANNING as they pass, revealing the lights of the city ahead.

CUT TO:

A124    EXT, DYSON'S HOUSE - NIGHT

The house is high-tech and luxurious.  Lots of glass.  Dyson's study

is lit bluish with the glow of his computer monitors.  He is at the

terminal, working.  Where else?  We see him clearly in a long shot

from an embankment behind the house.

A DARK FIGURE moves into the foreground.  Rack focus to Sarah as she

turns into profile.  She raises the CAR-15 rifle and begins screwing

the long heavy cylinder of a sound-suppresser onto the end of the

barrel.

CUT TO:

A125-A125K  OMITTED

129     OMITTED

129A    INT. DYSON HOUSE

Dyson's kids, Danny and Blythe, are playing in the halls with a radio-

controlled off-road truck.  Danny drives and Blythe scampers after it,

trying to catch it.  They stop in the hall outside Dyson's study and

sees him working at his terminal.  Danny puts a finger to his lips,

shushing Blythe.  His expression is mischievous.

129B    With the silencer in place, Sarah eases back the bolt and then slips

it forward, chambering a .223 round.  Then she lies down on the

embankment.

He cheek pressed against the cool rifle-stock, she slides one hand

slowly forward to brace the weapon, taking the weight on her elbow.

Her other hand slips knowingly to the trigger.

Her expression is cold, impassive.  She looks through the scope at the

man in the house.  She feels nothing as she raises the rifle.

130     OMITTED

130A    INT. DYSON'S HOUSE

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

Symbols on the screen shift.

ON HIS BACK we see the glowing red dot appear.  It is the target dot

of Sarah's laser designator.  It moves silently up his back toward

his head.

131     EXT. DYSON HOUSE/EMBANKMENT

IN EXTREME CLOSEUP we see Sarah's eye at the night-scope.

TIGHT INSERT on her finger as it tightens on the trigger, taking out

the slack.  She takes a deep breath and holds it.  Adjusts her

position minutely.

132     INT. DYSON HOUSE

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

centering on the back of his skull.

132A    LOW ANGLE as Danny's Bigfoot truck roars toward us -- FILLING FRAME.

Thump.  It hits Dyson's foot.  He jerks, startled, and looks down

as --

POP!!

132B    His monitor screen is BLOWN OUT spraying his with glass.  He jerks

back, utterly shocked... and spins to see the huge hole blown through

the window behind him.  This saves him as K-THUMP! -- the second shot

blows the top of his high-backed chain into an explosion of stuffing

an inch from his head.

Instinctively he dives to the carpet as --

BLAM BLAM BLAM -- rounds blast through the window, tearing into his

desk and computer, blowing his keyboard into shrapnel.

132C    With the monitor screen blown out, the room is in darkness.  Sarah

can't see Dyson now, down behind his desk.  She puts round after round

into the heavy desk, blasting one side of it into kindling.

132D    Dyson, scared out of his mind, has his face jammed against the carpet,

terrified to move.  He sees his kids in the hall.

DYSON

Run, kids!  Go!  Run!

132E    IN THE HALL, TARISSA rounds the corner at a dead run.  She sees the

kids running toward her and grabs them in her arms.  Down the hall,

in the dark study, she sees Dyson on the floor amid the splinters and

shrapnel of the continuing fusillade.

TARISSA

Miles!  Oh my God!!

MILES

Stay back!!

132F    ON THE FLOOR, Dyson flinches as chucks of wood and shattered computer

components shower down on him.  He looks desperately toward the door,

but knows he'd be totally exposed.  He'd never make it.

133     SARAH's rifle empties with a final CLACK!

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

She starts toward the house, snapping back the slide on the pistol,

chambering a round.  She is in a fast, purposeful walk, keeping her

eyes fixed on the target.  She is utterly determined to kill this man.

134     FROM UNDER THE DESK Dyson can see a sliver in the backyard.  He sees

Sarah's feet as she strides toward him.  He tenses to make a break for

the door.

Sarah raises the pistol, eyes riveted ahead, controlling her

breathing.  Dyson springs up in a full-tilt sprint.  She tracks him.

He hooks a foot on the cord of a toppled disk drive.

BOOM!  Her shot blows apart a lamp where his head was.

He hits the floor hard, but keeps moving, scrambling forward.

Crunch of glass behind his as Sarah's dark form is framed in the

blown-out floor-to-ceiling window.  Dyson leaps toward the hall.

BOOM!  Her second shot spins him.  He hits the floor in the hallway.

Tarissa is screaming.  Dyson struggles forward, stunned.  There is a

.45-caliber hole clean through his left shoulder.  He smears the wall

with blood as he staggers up.  Looking back, he sees the implacable

figure behind him, coming on.

He topples through a doorway as --

BOOM!  BOOM!  Shots blowing away the molding where he just was.

135     EXT. DYSON HOUSE/STREET

Terminator and John leap from the jeep, sprinting toward the house.

The shots sound muffles from outside.

JOHN

Shit, we're too late!

136     INT. HOUSE

Advancing with Sarah we enter the living area.  Tarissa has Blythe and

she's screaming at Danny, who has run back to his collapsed father.

TARISSA

Danny!  DANNY!

DANNY

Daaaaddddeeee!

Danny is pulling at Dyson, crying and screaming, as his father tries

to stagger forward.  Tarissa drops Blythe and runs back for Dyson,

grabbing him.  Sarah looms behind them with the pistol aimed.

SARAH

Don't fucking move!  Don't FUCKING MOVE!!

(she swings the gun on

Tarissa)

Get on the floor, bitch!  Now!!  Fucking down!

NOW!!

Sarah is crazy-eyed now, shaking with the intensity of the moment.

The kill has gone bad, with screaming kids and the wife involved...

things she never figured on.  Tarissa drops to the knees, terrified

as she looks into the muzzle of the gun.  Blythe runs to Dyson and

hugs him, wailing.

BLYTHE

Don't hurt my father!

SARAH

(screaming)

Shut up, kid!  Get out of the way!!

Dyson looks up, through his pain and incomprehension.  Why is this

nightmare happening?  The black gun muzzle is a foot from his face.

DYSON

(gasping)

Please... let... the kids... go...

SARAH

Shut up!  SHUT UP!!  Motherfucker!  It's all

your fault!  IT'S YOUR FAULT!!

We see her psyching herself to pull the trigger... needing now to hate

this man she doesn't know.  It's a lot harder face-to-face.  She is

bathed in sweat, and it runs into her eyes.  Blinking, she wipes it

fast with one hand, then gets it back on the gun.  The .45 is

trembling.

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

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

Sarah takes a sharp breath and all the muscles in her arms contract

as she tenses to fire.

But her finger won't do it.

She lowers the gun very slowly.  It drops to her side in one hand.

All the breath and energy seems to go out of her.

She weakly raises her other hand in a strange gesture, like "Stay

where you are, don't move".  As if, should they move, the fragile

balance might tip back the other way.

She backs away from them slowly, panting.  It's as if she's backing

away in terror from what she almost did.  She reaches a wall and

slumps against it.  Slides down to her knees.  The gun falls limply

from her fingers.

She rests her cheek against the wall.

136A    The front door is kicked in.

Terminator steps inside.  John grabs his sleeve and pushes past him.

He scopes out the situation in two seconds... Sarah, the gun, the

sobbing family.  John moves to Sarah while Terminator checks Dyson.

John kneels in front of his mother.  She raises her head to look at

him.  He sees the tears spilling down her cheeks,

JOHN

Mom?  You okay?

SARAH

I couldn't... oh, God.

(she seems to she him for

the first time)

You... came here... to stop me?

JOHN

Uh huh.

She reaches out and takes his shoulder suddenly, surprising him...

drawing him to her.  She hugs him and a great sob wells up deep inside

her, from a spring she had thought long dry.  She hugs him fiercely

as the sobs wrack her.

John clutches her shoulders.  It is all he ever wanted.

JOHN

It's okay.  It'll by okay.  We'll figure it

out.

SARAH

I love you, John.  I always have.

JOHN

I know, Mom.  I know.

TARISSA looks around at the bizarre tableau.  Terminator has

wordlessly ripped open Dyson's shirt and examined the wound.

TERMINATOR

Clean penetration.  No shattered bone.

Compression should control the loss of blood.

He takes Tarissa's hands and presses them firmly over the entrance and

exit wounds.

TERMINATOR

Do you have bandages?

DYSON

In the bathroom.  Danny, can you get them for

us?

Danny nods and runs down the hall.

John disengages from Sarah.  She wipes her tears, the instinct to

toughen up taking over again.  But the healing moment has had its

effect, nevertheless.

John walks toward Dyson and Terminator.

DYSON

Who are you people?

John draws the Biker's knife from Terminator's boot.  Hands it to him.

JOHN

Show him.

Terminator takes off his jacket to reveal bare arms.

John takes Blythe by the hands and leads her down the hall, away

from what is about to happen.

136B    TIGHT ON TERMINATOR'S left forearm as the knife makes a deep cut just

below the elbow.  In one smooth motion, Terminator cuts all the way

around his arm.  With a second cut, he splits the skin of the forearm

from elbow to wrist.

TERMINATOR grasps the skin and strips is off his forearm like a

surgeon rips off a rubber glove.  It comes off with a sucking rip,

leaving a bloody skeleton.

But the skeleton is made of bright metal, and is laced with hydraulic

actuators.  The fingers are as finely crafted as watch parts... they

flex into a fist and extend.  Terminator holds it up, palm out, in

almost the exact position of the one in the vault at Cyberdyne,

HOLD ON DYSON reacting to the servo-hand in front of him.

He's seen one of these before.

Tarissa is screaming now, but he doesn't hear her.

DYSON

My God.

TERMINATOR

Now listen to me very carefully.

137     INT. HOUSE/KITCHEN - LATER

Sarah puts out her fifth cigarette.  She's sitting on the counter.

John, Terminator, Dyson, and Tarissa are at the kitchen table, under

a single overhead light.

Dyson looks like that guy on the Sistine Chapel wall, the damned

soul... eyes fixed and staring with terrifying knowledge.  His

shoulder is bandaged.  Terminator's arm is wrapped with a blood-soaked

bandage below the elbow.  The steel forearm and hand gleam in the

harsh kitchen light.  TRACKING AROUND THE TABLE as Terminator

speaks... we don't hear the words.

SARAH (V.O.)

Dyson listened while the Terminator laid it all

down.  Skynet.  Judgment Day... the history of

things to come.  It's not every day you find

out you're responsible for 3 billion deaths.

He took it pretty well, considering...

Terminator finishes speaking.

DYSON

I feel like I'M gonna throw up.

He looks around at them, clutching the table like he's about to blow

away.  His face, his posture, his ragged voice express soul-wrenching

terror.  This is a man ripped out of normal life into their grim

world.  His voice is pleading.

DYSON

You're judging me on thing's I haven't even

done yet.  Jesus.  How were we supposed to know?

Sarah speaks from the shadows behind them.  Dyson turns to find her

looking right at him.

SARAH

Yeah.  Right.  How were you supposed to know?

Fucking men... all you know how to do is thrust

into the world with your... fucking ideas and

your weapons.  Did you know that every gun in

the world is named after a man?  Colt, Browning,

Smith, Thompson, Kalashnikov... all men.  Men

built the hydrogen bomb, not women... men like

you thought it up.  You're so creative.  You

don't know what it's like to really create

something... to create a life.  To feel it growing

inside you.  All you know how to create is

death... you fucking bastards.

JOHN

Mom, Mom, we need to be more constructive here.

I don't see this as a gender-related issue.

(to the Dysons)

She's still tense.

(to Sarah)

We still have to figure out how to stop it all

from happening.  Right?

TARISSA

But I thought... aren't we changing things?  I

mean... right now?  Changing the way it goes?

DYSON

(seizing on that)

That's right!  There's no way I'm going to

finish the new processor now.  Forget it.  I'm

out of it.  I'm quitting Cyberdyne tomorrow...

I'll sell real estate, I don't care,,,

SARAH

(coldly)

That's not good enough.

Dyson's voice is pitiful.

DYSON

Look, whatever you want me to do, I'll do.  I

just want my kids to have a chance to grow up,

okay?

TERMINATOR

No one must follow your work.

DYSON

(thoughts racing)

Alright, yeah.  You're right.  We have to

destroy the stuff at the lab, the files, disk

drive... and everything I have here.  Everything!

I don't care.

CUT TO:

138     FIRE ROARING IN A METAL TRASH BARREL.

Stacks of files are dumped onto it.

WIDER reveals we are in --

138A    EXT, DYSON'S BACKYARD - NIGHT

Terminator dumps lighter fluid liberally over the fire, which flares

up, lighting his face demonically.  Sarah, Dyson, Tarissa, and John

return from his office with more stuff -- files, notes, optical disks.

Even his kids are carrying stuff.  It all goes into the fire.  Dyson

drops the prototype onto the fire... his eyes hollow and distant.

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

sudden thought.

DYSON

Do you know about the chip?

SARAH

What chip?

DYSON

They have it in a vault at Cyberdyne...

(to Terminator)

It's gotta be from the other one like you.

TERMINATOR

(to Sarah)

The CPU from the first terminator.

SARAH

Son of a bitch, I knew it!

DYSON

They told us not to ask where they got it.  I

thought... Japan... hell, I don't know.  I

didn't want to know.

SARAH

Those lying motherfuckers!

DYSON

I was scary stuff, radically advanced.  It was

shattered... didn't work.  But it gave us ideas,

It took us in new directions... things we would

never have thought of.  All this work is based

on it.

TERMINATOR

I must be destroyed.

SARAH

(to Dyson)

Can you get us in there, past security?

DYSON

I think so, yeah.  When?

Dyson looks at her, Terminator, then John.  Sees his answer.

DYSON

Now?

(he takes a breath)

Yeah, right.

He turns to his wife.  Her face is streaked with tears, but her eyes

are strong and clear.  Tarissa puts her hands on his arm.  She is

stunned by what she's heard, but dealing with it.  She believe them.

TARISSA

Miles, I'm scared.  Okay.  But the only thing

that scares me more than you going... is you

not going.

He nods.  She's right.

SARAH

(to Terminator)

Is it safe for them here?

TERMINATOR

(to Tarissa)

Take your kids.  Go to a hotel.  Right now.

Don't pack.

(to the others)

Let's go.

CUT TO:

138B    EXT, HIGHWAY - NIGHT

Pavement rushing at us, lit by headlights.  Beyond, darkness.

SARAH (V.O.)

The future, always so clear to me, has become

like a black highway at night.  We were in

uncharted territory now... making up history

as we went along.

TILT UP to reveal a rectangle of light ahead.  The Cyberdyne

Building...

139     INT. CYBERDYNE SYSTEMS BUILDING/LOBBY - NIGHT

TIGHT ON A CARD-KEY SCANNER as Dyson's hand zips his security card

through a slot in one motion.  There is the sound of a servo-lock,

and --

139A    DYSON enter the spacious lobby, followed by Sarah, John, and

Terminator last of all.  In a frontal angle, the others block

Terminator from view.

THE GUARD at the front desk, GIBBONS, looks up as Dyson moves toward

him.  Dyson is pale and sweaty, but smiles warmly at the guard,

speaking well before he reaches the desk.

DYSON

Evening, Paul.  These are friends of mine from

out of town, I just thought I'd take them up

and show them around.

GIBBONS

I'm sorry, Mr. Dyson.  You know the rules about

visitors in the lab.  I need written authoriz --

K-CHAK!  Gibbons is staring down the barrels of Sarah's .45 and

Terminator's MAC-10.

TERMINATOR

I insist.

The guard is too stunned to move.  We see that Terminator is wearing

his jacket and one black glove.

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

SARAH

Don't even think about it.

Gibbons nods.  He stays frozen.  Terminator circles quickly and gets

the guard out of the chair.  John pulls a roll of duct-tape from his

knapsack and tears off a piece.

140     INT. SECOND FLOOR CORRIDOR

ELEVATOR DOORS OPEN and Terminator leads the group warily into the

corridor.  They have a cart piled high with gear in nylon bags.

Dyson motions down the corridor to the right.  As they walk, he

continues to fill them in --

DYSON

The vault needs two keys to open.  Mine...

(holds up key)

... and one from the security station.  It's in

a locker but my card should access it.  Here

we go.

They stand in front of a wide security door.  A sign above reads

SPECIAL PROJECTS DIVISION:  AUTHORIZED PERSONNEL ONLY.  Dyson zips

his key-card through the scanner and the door unlatches.

141     OMITTED

142     INT. FIRST FLOOR CORRIDOR/LOBBY

A ROVING GUARD, MOSHIER, strolls down the long corridor from the

first-floor office block.  A punch clock swings at his hip, and he's

just completed his circuit of the building.  He passes the back of

elevators and rounds the corner to the front desk, calling out --

MOSHIER

Honey, I'm home...

He sees the desk is deserted and frowns.  Figures Gibbons must be in

the can, so checks that first before getting alarmed.

TRACKING WITH HIM to the restroom around the corner,

MOSHIER

Hey, man, you shouldn't leave the --

142A    OVER HIS SHOULDER we see past the door as he pushes it open, revealing

Gibbons handcuffed to the urinal.  Moshier spins on a dime and sprints

to the desk where he slams down on the silent alarm button.

153     INT. SECURITY STATION

The security station is a pass-through area with a counter, behind

which are desks and a bank of monitors, showing boring movies about

empty corridors.  Dyson crosses quickly to a locker behind the

monitor area.  He swished his card repeatedly through the scanner on

the locker.  Nothing happens.  The light on the locker is blinking

red.  Sarah notices Dyson's alarmed expression.

DYSON

What?  WHAT IS IT?

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

him.

DYSON

Silent alarm's been tripped.  It neutralizes

the codes throughout the building.  Nothing'll

open now.

We see his nerve snapping.

DYSON

We should abort.

SARAH

NO!! We're going all the way!  You got that,

Dyson?

She's right in his face.  Somehow, it works for him.  He nods, getting

some resolve from somewhere.

144     INT. LOBBY

Moshier's gotten Gibbons loose.  He's on the phone to the cops.

GIBBONS

... multiple armed subjects.  Look, I think

it's the guy from that mall shootout, and the

woman... yeah, her.  Pretty sure.  Just send

everything you've got in the area --

145     INT. SECURITY STATION./LAB

John jumps up on the desk next to the wall-mounted locker.  Dyson

stares in amazement as John starts pulling his counter-electronics

gear out of his knapsack.  It's just another Ready-Teller to him.

JOHN

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

this.

145A    Dyson leads Terminator and Sarah to the main lab doors.  Another

servo-lock.

He tries his card.  Nothing.

DYSON

No good.

TERMINATOR

Let me try mine.

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

Sarah grabs Dyson and drags him back down the hall.

Terminator opens the breach and slide in one of the fat 40mm H.E.

grenades.  He flips the thing closed with a snap of the wrist.

SARAH

(yelling as she runs)

John!  Fire-in-the-hole!

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

Terminator fires at inhumanely close range.

145B    The door EXPLODES into kindling.  The concussion blow his jacket

open, and flying shrapnel whizzes all around him.  Before the

thunderclap has faded Terminator walks into the fire and smoke.

John goes back to work without missing a beat.

Sarah and a stunned Dyson walk through the burning doorframe into the

Artificial Intelligence Lab.

A SIREN is sounding.  The HALON FIRE-CONTROL SYSTEM has been

triggered.  The invisible gas roars in, putting out the flames.

DYSON

Fire's set off the halo system!  Here...

hurry!

Dyson runs to a wall cabinet and pulls out some BREATHING MASKS.  He

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

one to Terminator.

DYSON

Here!

Terminator doesn't need a mask, since is oxygen requirements are so

low.  He ignores Dyson as he removes his massive backpack and opens

it.  Dyson shrugs and tosses the mask on a desk.  He turns to Sarah.

DYSON

(yelling through the mask)

We'll have to keep these on a couple minutes,

till the gas clears.

Terminator pulls two five-gallon jerry-cans of gasoline from his

pack.

Sarah starts pulling out book-sized, olive-grab CLAYMORE MINES,

stacking them next to the gasoline.  Dyson stares.  Part of him can't

believe they're really doing this.

CUT TO:

146     INT. DYSON HOUSE - NIGHT

The T-1000 moves slowly though the ravaged office, analyzing what has

happened here.  It walks down the dark hallway.  The place is

deserted.  The police-walkie clipped on its belt (real, not simulated)

blares to life.

DISPATCHER (V.O.)

All units, all units.  211 in progress at 2144

Kramer Street, the Cyberdyne building.  Multiple

suspects, armed with automatic weapons and

explosives.  SWAT unit is en route...

147     EXT. HOUSE/STREET

The T-1000 sprints up and throws its leg over the big C.H.P. Kawasaki.

Fires it up.  It smokes an arcing scorch-mark on the pavement as it

spins around and roars away.

CUT TO:

148     INT. CYBERDYNE BUILDING/LAB

TIGHT ON A LARGE DISK DRIVE.  State-of-the-art.  Very expensive.  A

FIRE AXE smashes down through the housing, shattering the disk.

148A    WIDER, revealing a scene of high-tech pillage.  Terminator beats the

disk drive into junk and steps to another.  WHAM.  Same routine.  He's

already demolished half a dozen.

Sarah topples a file cabinet, scattering files.

Dyson staggers up with an armload of heavy M-O (magnetic-optical)

disks and drops them on a growing stack in the middle of the floor.

He and Sarah have their breathing masks hanging down around their

necks, since the halon gas has dissipated.

DYSON

(to Sarah, panting)

Yeah, all that stuff!  And all the disks in

those offices.  Especially my office...

everything in my office!

(to Terminator)

These, too!  This is important.

(SMASH!)

And all this here... that's it.

148B    Sarah goes into Dyson's office and starts hurling everything out the

door onto the central junkpile... books, files, everything on the

desk.

A FRAMED PHOTO of Dyson's wife and kids lands on top of the heap.

Tarissa, hugging Danny and Blythe, all grinning.  The glass is

shattered.

148C    Terminator cuts a swath, under Dyson's direction, exploding equipment

into fragments with his inhuman swings.

SMASH!  It's carnage.  Millions in hardware, and all irreplaceable

fruits of their years of research... shattered, broken, dumped in a

heap for the big bonfire of destiny.

Dyson stops a second, panting.

DYSON

Give me that thing a second.

Terminator hands him the axe.  Dyson hefts it one-handed.  He turns to

a lab table... on it is another prototype processor.

DYSON

I've worked for years on this thing.

Swinging awkwardly but with great force he smashes the axe down onto

the processor prototype, exploding it into fragments.  His shoulder is

agony, but he looks satisfied.

149     INT. SECOND FLOOR SECURITY STATION

John taps away at his little lap-top, which is running code

combinations into the card-key lock.  Suddenly, the green light on

the lock goes on and it unlocks with a clunk.

JOHN

Easy money.

He whips it open, revealing a rack of keys.  But the VAULT-KEY is

distinctive, a long steel rectangle on a neck-chain.  John grabs it

and runs toward the lab.

150     INT. LAB

Sarah and Terminator are working like a crack team, rigging the

explosives.  She is taping the claymores to the gas cans with duct

tape to create powerful incendiary bombs.  Terminator is attaching

claymores and blocks of C-4 plastic explosive to the large MAINFRAME

COMPUTER cabinets nearby.  All the claymores are wired back to one

detonator with has a RADIO-CONTROL RELAY switch.

DYSON

How do you set them off?

Terminator shows him a REMOTE DETONATOR, a small transmitter with a

red plunger.

TERMINATOR

Radio remote.

He makes a plunger-pushing motion with his thumb and an accompanying

"click" sound.  Dyson nods.

Just then John comes running in, holding up the key.

JOHN

I got it.  Piece of cake.

SARAH

(to Dyson and Terminator)

Go!  I'll finish here.

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

TERMINATOR

I'll deal with the police.

JOHN

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

TERMINATOR

Trust me.

151     EXT. CYBERDYNE BUILDING

The security duo of Moshier and Gibbons cowers behind cars in the

parking lot in front of the building.  They turns as L.A.P.D. BLACK-

AND-WHITES pour into the lot, turn the area into a disco of whirling

blue and red lights.

152     OMITTED

153     EXT. CYBERDYNE BUILDING

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

Emphasis on small arms here.  Behind them an ugly BLACK SWAT VAN

screeches into the lot.

153A    We hear the THUMP OF ROTORS as a POLICE CHOPPER arrives and swings in

close to the building.  It rakes its XENON SPOTLIGHT through the

second floor offices.

154     INT./EXT. SECOND FLOOR OFFICE

Terminator crosses the office toward the floor-to-ceiling windows.

He is outlines starkly by the spotlight as it rakes through the dark

offices.  Without breaking stride he kicks an executive desk toward

the window.

154A    Glass explodes outward and the desk topples, falling to the sidewalk

below.

154B    Terminator, standing at the edge, FIRES A LONG BURST with strafes the

police cars lines up below.  Cops duck as glass flies.  Terminator,

with his superb aim, hits no one.  But noticed is served.

154C    The cops (surprise) FIRE BACK.  Terminator turns and is walking

calmly from the window as glass, office furniture, drapes etc. are

riddled by return fire.  A few rounds hit his back, but he doesn't

notice.  He reloads as he walks.

155     INT. VAULT ANTECHAMBER

TIGHT ON A KEY inserted into one of the vault locks.

WIDER as John and Dyson stand poised, hands on keys.

JOHN

And let's see what's behind door number one.

Dyson nods and they turns the keys together.  The vault grumbles to

itself, withdrawing it locking bolts with a final KLONK!

Together Dyson and John swing the door open.

156     EXT./INT. LOBBY

The varsity takes the field as the SWAT TROOPERS sprint forward by

squads.  They flank the lobby and work their way inside, deploying

rapidly.  They move and freeze, behind cover, quivering with

adrenaline.  They have all that great SWAT equipment:  body armor,

gas-masks, M-16s, tear-gas launchers, ropes.  The works.  They make

a lot of hand signals and keep their mouths shut.  They're well-

trained and deadly.

157     OUTSIDE we see cops firing TEAR GAS grenades through the broken

windows into second-floor offices.

158     INT. VAULT

John and Dyson are isolated from the world in this silent steel womb.

Dyson opens the cabinet containing the terminator relics.  It's John

turn to stare with uneasy deja-vu as he sees the terminator hand and

CPU.

Then in one vicious move he sweeps his arm behind the inert-gas flasks

and hurls them to the floor.  They SHATTER.  John snatches the CPU

and the metal hand out of the broken glass.

JOHN

Got ol' Skynet by the ball now, Miles.  Come

on, let's book!

Clutching the steel hand and pocketing the chip like it's a Mars bar

he just bought, John runs out.  Dyson follows.

159     INT. FIRST FLOOR CORRIDOR/STAIRWELL

We see the advance squad of SWATs make it to one of the stairwells.

They start up, two at a time, covering each other ritualistically by

the numbers.

160     INT. LAB/HALL

John pelts into the lab with Dyson stumbling along behind him.

Sarah is just finished wiring all the charges to the central

detonator.

JOHN

Ready to rock?

SARAH

Ready.

John tosses her the metal hand.  She catches it and bends to put the

hand in her empty back-pack.  Sarah zips the pack and starts to shuck

into it.

Dyson's running out of steam.  The bandages at his shoulder are soaked

with seeping blood.  He stands in the middle of the lab, saying

goodbye in his mind, looking weak and empty.

Terminator strides into the lab.

TERMINATOR

Time to go.  Right now.

He and John head back the way they came, through security.

Sarah sees that in her work, she has set the detonator down twenty

feet away, near where Dyson is standing.

SARAH

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

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

160A    CRASH!!  THE DOORS AT THE BACK END OF THE LAB ARE KICKED OPEN.

SWAT LEADER  and two others OPEN FIRE.

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

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

161     IN THE HALL, John hears the firing and spins to run back.

JOHN

Mommm!!!

Terminator grabs him as bullets slam into his broad back.  He makes

it around the corner with John, out of the line of fire.

162     IN THE LAB, bullets rake over Sarah's head, smacking all around her,

clanging into the machine protecting her.  She can see Dyson, slumped

on the floor.  Debris and flying glass rain on her as the SWATs pour

on the fire.  The detonator is clutched in his hand.  He rolls to face

her, his eyes bulging from the pain of his torn-up guts.

DYSON

Go.

162A    Sarah hesitates a split second.  Then she snap-rolls and fast-crawls

through broken glass and debris into the hall where --

TERMINATOR grabs her by the jacket and hauls her roughly to her feet.

Bullets rake the walls behind them as they sprint forward.  They

round the corner.  John does a fast take that she's not hit and they

run together through the security checkpoint.

163     INT. SECURITY STATION/CORRIDOR

John reaches the first door, and tries it.  Locked.

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

TERMINATOR

Get back.

He pulls a grenade from the bandolier over his shoulder, and slides

it into the bore.  Flick his wrist.  The breech snaps shut.  Sarah

and John have a split second to duck and cover.

TERMINATOR

Cover you ears and open you mouth.

163A    They do.  KABOOM!!! Twenty feet away the door, and half the wall

around it, EXPLODES outward.  The backblast hits Terminator full

force, but he strides through the smoking hole before the debris has

even hit the floor.

164     OMITTED

165     INT. LAB

SWAT LEADER moves cautiously through the lab.  Cat-stepping, he

circles around a desk which block Dyson's body from his view.  His

M-16 is leveled crisply.  We look over his shoulder as he rounds the

desk, revealing --

MILES DYSON is not dead.  He will be very soon, but at this moment he

is conscious.  He has propped himself up against the desk, and holds a

BOOK in one hand.  A heavy technical manual.

Below the book is the detonator, upright on the tile floor.

The message is clear.  "Shoot me, the book drops on the plunger.

Adios."  Dyson wheezes, trying to draw enough breath to talk.

DYSON

I don't know... how much longer... I can...

hold this thing...

SWAT Leader seems to see the wires, the claymores, the gas cans all

around him for the first time.  His eyes, visible through his gas-

mask, go very wide.

He spins and motions his squad back.

LEADER

Fall back!!  Everybody out!  Move it!  OUT

NOW!

They retreat so fast they crash into the next group coming up the

stairs.

166     INT. CORRIDOR

Terminator reaches the main elevators.  Hits the button.  Sarah and

John are coughing and stumbling in the choking darkness, buddy-

breathing with the single mask.  The doors open.  They get in the

elevator and head down.

167     INT. LAB

Dyson is lying amid the ruins of his dreams.  Sprawled on the floor,

he has his back propped up against the desk.  He is bathed in his own

blood, which runs out in long fingers across the tiles.  His breathing

is shallow and raspy.  He still holds the book, trembling, above the

switch.

In his lap is the picture from his desk.  He has pulled it from the

debris next to him.  A tear trickles from his eye.  His wife and

children smile up at him through broken glass.

168     OMITTED

169     CUT TO THE PUPIL OF HIS EYE, at the moment of death, the instant the

light fade from his eyes and he is gone --

His arm drops and the book his the switch --

170     EXT. BUILDING

As the face of the building EXPLODES in an eruption of glass and fire.

Remains of the second-floor windows shower the parking lot and a huge

fireball rolls out, leaping into the sky.

The cops look up, stunned.  The helicopter banks away from the heat.

Burning debris falls among the cop cars and a number of officers

break ranks, pulling back.

171     ONLY ONE OF THEM seems to be moving with purpose.  A BIKE COP who has

just arrived drives through the disorganized crowd, directly toward

the building.

171A    T-1000 guns the bike up a ramp to a pedestrian bridge which crosses

from a parking structure to the Cyberdyne building.  It enters on the

second floor, which is now a burning maze.

172     INT. SECOND FLOOR/OFFICE/CORRIDOR

T-1000 drives into the smoky wreckage.  It draws a Hoechler and Koch

MPK machine pistol and cruises slowly into the firelit offices,

scanning.

172A    IN THE CORRIDOR the bike skirts flaming wreckage as it idles forward.

T-1000 scans the leaping shadows for its prey.

173     INT. GROUND FLOOR/ELEVATOR/LOBBY

The elevator doors part and Terminator eases a look out into the

corridor.  The walls on either side of him ERUPT WITH BULLET HITS.

The SWATs have the lobby end of the corridor blocked off.  They're

totally trapped, cut off and screwed.

JOHN

(to Sarah)

Don't forget.  It's always darkness right

before... you're totally fucked.

173A    The SWATs fire a tear-gas grenade toward the elevators.  It spews the

vicious CS gas out in a swirling cloud which envelops Sarah and John,

who are pressed against the back wall of the elevator.

TERMINATOR

Keep your eyes closed.  Don't move.

(they nod, eyes squeezed shut)

I'll be back.

He slings the grenade launcher over his shoulder and walks out into

the corridor.

173B    BLAM.  A tear-gas grenade ricochets from wall to wall as it flies down

the corridor.  It skids to rest in front of Terminator, throwing out

a white cloud which quickly fills the corridor.

173C    In the elevator, Sarah and John are choking, handing the breathing

mask back and forth desperately.  They're scarred.  This looks like

it.

173D    ANGLE ON THE SWAT TEAM, gripping their weapons at the mouth of the

corridor.  They watch the boiling cloud, waiting.

173E    THEIR POV -- on the wall of boiling smoke.  A FIGURE APPEARS.  Walking

Totally unaffected.  Terminator emerges from the smoke.  Not even

misty-eyed.  Not what they expected.

LEADER

(through megaphone)

Stop where you are.  Lie down on the floor,

face down.  Down on floor, now!

He continues to stride toward them.

The SWATs tense up.  They've never seen anything like this.  They're

not sure what to do.  Closer and closer.

LEADER

Drop him.

They OPEN FIRE.  The corridor is filled with CRACKING THUNDER.  The

rounds tear into Terminator's chest.  Stomach.  Face.  Thighs.  His

leather jacket leaps and jerks as the rounds hit him.  The SWATs

think the guy's wearing body armor or something.  They keep firing.

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

moving.

LEADER

You're not hitting him!

SWAT #1

(getting scared)

Yes I am!

Terminator draws his .45 smoothly.  Unhurried.  He shoots the nearest

man in the left thigh.  As he screams and drops, Terminator shoots

him in the right thigh.  Terminator bends down and picks up the

shrieking man's weapon... the TEAR-GAS LAUNCHER.

It is one of those new rotary jobs that hold 12 rounds in a big drum.

Terminator shoots the next SWAT in the chest with the tear-gas

launcher.  The gas canister hits the guy's body armor and doesn't

penetrate.  But it's like getting slugged in the stomach with a full-

swing from a baseball bat.  The SWAT fold double and hits the tiles,

gasping.

Terminator is an image from Hell, a tall figure in shredded black

leather, streaked with blood.  One eye is a bloody socket, the metal

eye-servo glistening.  The flesh of one cheek hangs down in tatters,

revealing the chrome cheekbone beneath.  The whole front of his

jacket is blown open, revealing his metal armor chest.

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

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

173F    Terminator fires three gas canisters into the lobby.  It fills

rapidly with the white gas, cutting the visibility to a few feet.  It

is total pandemonium.  SWAT LEADER crouches in the fog, white-

knuckling the rifle.  Terminator looms suddenly out of the mist right

in front of him.  POOM!  Terminator drills him in the leg with the

.45.  As the guy screams and drops rifle to clutch his leg, Terminator

rips his gas mask off.  The SWAT leader drops writhing to the floor,

choking and gagging, clutching his bleeding thigh.

Terminator walks up to two SWATs at the front doors.  POW-POW.  Leg

and leg.  He snatches their masks as they fall.  The gunfire has

stopped.  Nobody an see anything.  Screams and whimpers echo in the

smoke.

174     EXT. BUILDING

Smoke boils out of the front door as a figure emerges.  Firing the

tear-gas launcher with one hand, Terminator launches all remaining

rounds among the cop vehicles.  Unprotected officers run, choking

and half-blind, slamming into cars and tripping over each other.  It

is a total rout.

175     AT THE SWAT VAN on of the SWATs is rapidly handing out the remaining

masks to unprotected cops.  A FIGURE appears out of the smoke beside

him.  He looks up.  His mask is ripped off and he is handed the empty

launcher.  Instinctively he catches it.  Terminator grabs his flak

vest with one hand and sails him out into the mist.

175A    INT. SWAT VAN

Terminator strides the length of the van and climbs into the driver's

seat.  No keys in the ignition.  He flips down the sun visor.  The

keys fall into his hand.  He starts the van and slams it into gear.

176     INT./EXT. LOBBY

The tear gas has cleared to a thin haze.  The uninjured SWATs are

tending their wounded.  They look up at the sound of shouts and a

roaring engine.

176A    THE SWAT VAN CRASHES INTO THE LOBBY in an explosion of glass and

debris.  Cops scatter as the van screeches across the lobby in a

smoking one-eighty, sliding to a stop across the corridor which leads

to the bank of elevators.  Terminator backs up until -- crunch -- he

seals the corridor with the back of the van.

176B    Sarah and John stumble along the corridor, coughing.

They leap into the back of the van and Terminator hits the throttle.

The van roars across the lobby and exits through blown-out windows.

CUT TO:

177     INT./EXT SECOND FLOOR

T-1000, astride the Kawasaki, looks down from a second-floor office

and sees the van tearing across the parking lot with the remaining

cops firing at it.  It knows.  It looks around.  Analyzing options.

It sees the helicopter hovering outside the building at the end of

this corner office block...

It twists full throttle on the powerful bike.

Roars through the office, accelerating fast, straight at the

windows --

178     T-1000 BLASTS OUT THROUGH THE GLASS, airborne on the motorcycle.  It

rockets across the gap to the hovering chopper and --

178A    SLAMS into the canopy.  The impact of bike and rider pitches the

chopper radically.  The startled PILOT fights to regain control as the

bike tumbles to the pavement below.

178B    The T-1000 doesn't.  It clings to the shattered canopy.

Nightmarishly, the pilot watches as the T-1000 smashes its head

through the plexiglass canopy and rapidly POURS ITSELF through the

jagged hole.  It reforms instantly into its previous self on the

passenger seat.

178C    It hurls the pilot out of the chopper and slides into the driver's

seat.

The chopper is auto-rotating, spinning out of control.  It drops

toward the parking lot.  T-1000 recovers control ten feet above the

ground.

178D    Cops hits the deck as the tail-boom swings around, going over them by

inches.

The chopper lifts out in a power climb, roaring away across the

parking lot toward the fleeing SWAT van.

OKAY, BUCKLE YOUR SEATBELTS, HERE IT COMES...

179     INT./EXT. SWAT VAN/HIGHWAY - NIGHT

Terminator looks back at his two passengers as he turns the boxy van

onto a divided highway.  Sarah and John are catching their breath,

still coughing from the CS gas.  Terminator look to the rear-view

mirror.  He sees the xenon searchlight of the chopper behind them,

gaining.

Sarah looks around the inside of the SWAT van.  It is a rolling

armory.  There are rifles, ballistic vests, all manner of equipment.

SARAH

John, get under these.  Hurry!

He sits against the front bulkhead of the van and she pile bullet-

proof vests on top of him, completely covering him.  Then she grabs

two M-16s from the wall-rack and loads them.  She starts on a shotgun

as --

180     The SWAT van weaves through sparse traffic at high speed.

Terminator slews the unstable van around cars and trucks which seem to

be crawling.  The van hits it top speed of eighty.  They swerve to

miss the back end of A WHITE 18-WHEEL TANKER.

180A    The chopper swings in behind them, closing fast.

180B    T-1000 reaches through the shattered canopy with the MPK machine

pistol and FIRES.  The back of the can CLANGS WITH HITS.  The door

windows are BLOWN IN.

Terminator weaves the van, trying to throw off the T-1000's aim.

The unstable vehicle screeches and wobbles on the edge of control.

One of the doors is kicked open.  Sarah, wearing a ballistic vest,

crouches in the doorway, whipping up the M-16.  SHE OPENS FIRE.

180C    Bullets riddle what's left of the chopper's canopy as the T-1000

returns fire.

The van is stitched with hits.

180D    INSIDE THE VAN holes are punched through the thin sheet-metal walls,

ripping up the interior.  The vests covering John are hit repeatedly.

We see that Sarah has hung two Kevlar vests on the inside of the back

door and she ducks behind these as bullets hit around her.  She pops

back out and fires in controlled bursts.  The M-16 empties and she

grabs another.

180E    Terminator serves around a car which is changing lanes, hitting it

and knocking it skidding.

181     OMITTED

181A    Sarah reloads and keeps firing.  The van swerves around a Toyota.  A

moment later the helicopter passes it, the rotor just clearing the top

of the car.

181B    T-1000 FIRES the machine pistol.

181C    Sarah has popped out to fire.  She takes a HIT in the thigh, and

several rounds hammer into her Kevlar vest.  She is thrown back onto

the floor of the van.  She lies there, an exposed target...

181D    Terminator sees the T-1000 preparing to fire again.

He locks up the van's brakes.  Tires scream as the vehicle shimmies.

Sarah is thrown forward, sliding up to the bulkhead next to John.

182     And the helicopter SLAMS RIGHT INTO THE BACK OF THE VAN.

The rotor disintegrates.  The back doors of the van are crushed in as

the canopy, the whole front of the fuselage is HAMMERED INTO JUNK,

trapping the T-1000 inside the twisted metal.  The chopper hits the

pavement, flips, sideways, and cartwheels... smashing itself into a

shapeless mass of twisted metal.

It falls away behind the van, tumbling end over end.

182A    Terminator fights to control the van, which is fishtailing violently

from the impact.  It smashes up against the center divider, screeching

along the concrete, and then pulls away.  Terminator puts the hammer

down and the van accelerates.  He swerves to avoid an UGLY PICKUP

crawling like a snail ahead.

THE RIGHT FRONT FENDER of the van, crumpled by slamming the wall, is

sawing into the tire.  The tire blows and peels off the clean rim.

The steel wheel grinds across the pavement, striking trails of sparks,

and the van slides sideways and topples --

STEEL SCREAMS on pavement as the van grinds to a stop on its side.

182B    INSIDE THE VAN, John crawls to Sarah, who is groaning and holding her

bleeding leg.  She is white and shocky.  Terminator starts to

extricate himself from the crumpled driver's seat.

183     BACK DOWN THE ROAD, THE HELICOPTER wreckage is a crumpled ball of junk

metal, unrecognizable.  Behind it, the TANKER TRUCK brakes hard,

shuddering and groaning, trying to stop.  The big tires lock up in

clouds of tire-smoke.  The rig comes to a shuddering stop just short

of the wrecked chopper.

183A    The shaken DRIVER jumps down.

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

DRIVER

Goddamn, are you alri --

183B    SSSHHCK!  T-1000 drives a blade through the man's abdomen and walks

on past without slowing, or even looking at him.

183C    It climbs into the open cab of the tanker.  Releases the brake.

As the truck bellows are rolls forward we see the large blue letters

on the side which say "CRYOCO INC.  LIQUID NITROGEN SUPPLY'.

184     AT THE SWAT VAN John and Terminator are carrying Sarah out of the

wreck.  Terminator has the M-79 slung over his shoulder, the

bandolier of grenades, and his .45 stuck in his waistband.  John has

borrowed a 12-GAUGE RIOT GUN from the SWATs.

184A    The pickup they passes seconds earlier pulls up to them.  The DRIVER,

A Hispanic guy in his 50's, is getting out to help them.  Terminator

and John hear a CRASH and look back as the

185     helicopter wreckage is knocked aside by the accelerating tanker truck.

186	JOHN

Holy shit.  Come on, Mom... we gotta keep

moving... come on --

TERMINATOR

(to the pickup owner)

We need your truck.

The guy seems to know better than to try and stop him as Terminator

slides Sarah into the front seat and climbs in behind the wheel.  John

runs to the passenger side.

187     THE TANKER ROARS, spewing smoke from its chrome stacks as it shifts

up through the gears.

188     Terminator slams the pickup in gear, checking the rear-view.  The

tanker is a hundred feet behind them now, and really moving.

Terminator puts the throttle down, but the pickup is and old slug

loaded down by a heavy home-made wooden camper-shell.  It accelerates

slowly.

189     THE TANKER slams into one end of the SWAT van, spinning it out of the

way with a roar and screech of twisting metal.  The 18-wheeler shifts

to a higher gear, still accelerating.

190     INT./EXT. PICKUP TRUCK

With the tanker right behind them, Terminator cuts the wheel, swerving

the pickup back and forth across the lanes.

The big rig stays right on them, it tanker whiplashing violently.

JOHN

Faster!  He's right on us!

Terminator doesn't reply.  He rapidly unslings the blooper, still

around his neck, and reaches for a grenade.

191     LOW ANGLE ON THE TRACTOR-TRAILER as it roars right up to the lens,

filling frame with chrome and lights.

191A    K-WHAM!!  It rams the backs of the pickup, sending it skidding.

191B    Then the T-1000 pulls the tractor trailer up alongside the pickup and

crabs over, sandwiching it against the center divider.  The spinning

chrome hubs tear into the passenger side door and the guard rail

screeches along the other side.

The pickup bucks and shakes insanely.  It ricochets violently between

the big-rig and the divider

Horrible SCREECH of tortured steel.

Sparks pour in sheets of fire from both sides.

The windshield shatters as the door-posts buckle in.

Metal and glass shower in through the side windows.

The frame twists and buckles.  John feels like the fillings are being

shaken right out of his teeth.

The wooden camper disintegrates, falling away as kindling behind

them.

191C    INT. TANKER CAB

T-1000 holds the wheel hard over, mercilessly grinding the pickup.

The whole rig jerks and shakes with the violence of the sustained

hammering.

191D    INT./EXT. PICKUP

Terminator slides toward the passenger side.  Keeping his foot on the

gas he lifts John over him and puts him in the driver's seat.

TERMINATOR

Drive for a minute.

JOHN

Where you going?!

Terminator slams the shattered windshield with the palm of his hand.

Held together by the plastic laminate, the windshield flops out of its

frame.  It flies over the top of the truck.

191E    Terminator pushes his upper body out over the dashboard and stands up.

He turns and aims the M-79 one-handed.

191F    POOM!  The grenade misses the T-1000 by less than a foot.  It EXPLODES

against the front bulkhead of the tanker, almost at the top.  Liquid

nitrogen pours from the opening, swept back by the 60-mph windstream.

191G    The big-rig swerves as T-1000 regains control.  The tanker swings like

a pendulum behind the cab.

191H    The pickup accelerates, getting back out in front by a few yards.

Behind it the big-rig is trailing a swirling comet-tail of nitrogen

vapor.  It is gaining again.

Terminator, still standing, opens the breech and starts to reload.

191I    John cuts across the highway and takes an OFF RAMP.

191J    T-1000 swerves the smoking behemoth across the lanes and down the

ramp after him, still accelerating.  It is twenty feet behind them

and closing when Terminator closes the breech and FIRES.

191K    The grenade hits the front grill and EXPLODES.

The radiator is destroyed, along with half the hood.  Steam blasts

out, obscuring the whole front of the truck.

191L    The semi rams the back of the pickup again.  Spewing smoke and vapor

like some demon locomotive, the tractor-trailer pounds into the back

of the pickup.  Driving it right through the intersection at the

bottom of the ramp, and straight toward --

EXT. STEEL MILL

The chase has led them to an area of heavy industry.

192     THE GATES are blasted off their hinges as the semi rams the pickup

right through them.  Terminator struggles to reload amid the chaos

and impacts.  He has THREE GRENADES LEFT on the bandolier.

John isn't even steering.  They are just being pushed.  There's

nothing he can do.  They are rocketing down the broad thoroughfare

which leads directly to the MAIN BUILDING of the plant.

192A    Terminator pulls himself onto the roof of the pickup.

He leaps to the bed, takes two powerful strides and --

Leaps onto the semi.  He climbs rapidly onto the hood.

192B    And FIRES POINT BLANK THROUGH THE WINDSHIELD.

Right into T-1000's face.

The EXPLOSION blows out all the glass and fills the cab with smoke

and fire  Terminator grabs onto the air-horn as the truck starts to

SHUDDER AND

192C    SCREAM.  IT IS JACK-KNIFING.

Almost dream-slow the cab begins to swing sideways, until its tires

are shrieking over the pavement.  The tractor is smashed back at

right-angles to the tanker-trailer which begins to slide broadside.

192D    The juggernaut bucks and shudders as the tires and smoke sideways

across the pavement.

It begins to topple.

Terminator hold on as the side of cab becomes the top.

With an unholy scream, like the unoiled hubs of Hell, the whole rig

slides on its side at 60 mph toward the steel mill.  A sheet of sparks

sixty feet wide trails behind it on the pavement.

192E    John sees what's behind him, then snaps around to see the building

looming right in front.  The huge rolling doors are partly open.

No choice.

He steers right through them into the mill, as --

192F    Terminator, with one second to go, leaps from the cab --

He flies through the open doors as --

The tanker hits the building and --

193     INT. STEEL MILL/MAIN AISLE

Terminator slams to the floor of the mill and rolls, as --

The tanker-trailer smashed into a massive concrete support at one side

of the doors.  Thunderous carnage of twisting metal.	o

193A    It splits wide open.  A river of liquid nitrogen pours out at -230.

193B    John hits the brakes, sliding out of control.  He slows almost to a

stop but hits a steel support column head-on.  He and Sarah are

slammed forward, hard.

193C    Terminator, still clutching the M-79 blooper, rolls and slides across

the floor.

He smashes through a railing and slams up against the base of a

massive machine.

193D    The semi cab swings about the trailer wreckage, into the building, and

shudders to a stop.  Liquid nitrogen sprays over the cab, flooding out

around it in a HISSING WAVEFRONT OF ULTRACOLD.

Freezing vapor swirls everywhere, obscuring the wreck.

193E    TERMINATOR lies still.  A beat.  Then he rolls weakly, rising on one

elbow to survey the scene.

193F    IN THE WRECKED PICKUP, John stirs.  He is stunned, and blood runs from

his nose.  Dazed, he realizes he is in a steel mill.  There are

sirens, and he can see men running... shouting.  He turns and sees

what they are running from...

193G    The wall of nitrogen vapor spreads from the demolished tanker.  It is

a strange vista of fire and ice.  The huge SMELTERS pour out orange

light and fire from the sides of the huge galley, while the freezing

vapor rolls down the center.

193H    TIGHT ON THE WRECK.  A billowing gray cloud.  Deep inside, the shape

of the cab in visible.  A FIGURE emerges, pulling itself out.  It

drops to the floor.  The hissing, boiling river of liquid nitrogen

flows around its feet.

194     The T-1000 staggers, moving slowly, painfully.  It has finally been

affected by something.  Its feet are freezing to the ground as it

walks...

194A    CLINK!  One of its feet breaks off at a glassy angle.  It stumbles

forward, and --

194B    Its other foot snaps off.  As it catches its balance on the stump of

its other ankle,

194C    the whole lower leg shatters at the impact.  It topples forward to its

knees.

Catches itself on one hand.  Liquid nitrogen flows around the hand.

Now the hand is stuck to the pavement.

194D    The T-1000 pulls and... CLINK!  The hand snaps off at the wrist.

It looks stupidly at the glassy stump of a wrist.  For the first time

we see an expression on its face we know to be a true one...

The expression is pain.  Agony.  Its mouth opens in a soundless

scream as the hoar-frost races up its legs, across its body.

194E    And that's the position it freezes in.

It has become a statue, kneeling in the frozen vapor, that surprised

look of agony frozen on its face.

The liquid nitrogen stops flowing and begins to evaporate.

194F    Terminator, just beyond the boundary of the cold, can see the T-1000

clearly.

He draws his .45 and aims.

TERMINATOR

Hasta la vista, baby.

194G    K-POW!  The single shot blows the T-1000 into a million diamonds

spraying up into the air.  They shimmer across the ground for twenty

feet in all directions.

Terminator lowers the gun, satisfied.

He looks like he needs a vacation.

195     JOHN AND SARAH have seen it from the pickup.  She is in bad shape.

Conscious but very weak.  He tries the door.  It's jammed.  He kicks

it open.

JOHN

Okay, Mom, we gotta get out now, come on.

That's it.

He helps her slide down from the seat of the truck.  Her knees give

way.  John has to take a lot of her weight.  He reaches in and picks

up the riot gun off the seat.  They hobble toward --

195A    TERMINATOR.  On his knees, he looks into the dissipating cloud of

vapor.  The heat of the furnaces has evaporated all the liquid

nitrogen.

196     INSERT, TIGHT ON THE FLOOR - the T-1000 shards are melting,

liquefying.  Hundreds of drops of mercury, spattered across the floor.

Orange light of the enormous black-furnaces dances on liquid metal.

197     TERMINATOR struggles to rise.  One arm is shattered, the hand smashed

and useless.  And some leg-servos are damaged.  He can barely stand.

John and Sarah arrive.

TERMINATOR

We don't have much time.

JOHN

What?

Terminator points.  John and Sarah watch as --

198     INSERT, T-1000 DROPLETS are creeping together.  Fusing into larger

blobs.  These pools shiver and run together, soon forming a central

mass.

199     ON JOHN AND SARAH, realizing it's not over.

JOHN

Come on!  Let's go!

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

BEHIND THEM, something is moving.

200     A HEAD is forming up out of a pool mercury.  it rises, as shoulders

form.  hunching up from the liquid mass.  Half-formed, it turns to

look straight at them.

John looks back in new terror as --

The T-1000 rises to man-height.  It is still in mercury form, but its

features are forming rapidly.  It takes its first step after them.

Sarah stumbles and they pull her up.

201     Terminator himself has a pronounces limp, dragging one leg with a

shattered ankle joint.  John's the one pulling, straining, driving

them forward.  They round a corner into --

202     INT. AISLE BETWEEN FURNACES

It is a maze of monstrous machinery.  The heat is tremendous.

The air shivers with a pounding roar.

Sarah cries out in pain and stumbles again.

JOHN

Come on, Mom, you can do it!  Come on!!

They drag her up, and stagger on.  Her leg is bathed in blood and she

is deathly pale.  He looks back.

203     INT, MAIN GALLERY

The T-1000 steps INTO FRAME.  Fully formed.  The hell-fire light

glints on its impassive cop face.  It walks forward.  At first it

seems unaffected by its crystallization but --

203A    ANGLE ON ITS HAND as it touches a railing in passing.  The railing is

covered with O.S.H.A. yellow-and-black safety tape.

The hand turns yellow and black, the color fading to normal by about

the elbow.  It rips the hand from the railing with difficulty.  There

is a sound like adhesive tape ripping off a surface.

203B    The T-1000 looks at its yellow-and-black striped hand.  It wills the

hand back to normal.  We see ripples of "static" or system noise

moving subtly over the surface of its body.  It's starting to

"glitch".

203C    TRACKING WITH THE T-1000'S FEET.  With each step, the pattern on the

tile floor "invades" its lower legs.  Fades as the foot is lifted.

Returns as it is set down.  The foot is trying to meld with the floor.

The chameleonic function is out of control.

The T-1000 is losing it.  It moves forward, searching.  It rounds the

corner, entering the aisle between the furnaces.

204     INT. AISLE

Terminator sees the SILHOUETTE closing on them through the smoky

gleam.  The T-1000 breaks into loping run when it sees them,

Terminator turns to Sarah over John.

TERMINATOR

Keep going.

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

TERMINATOR

RUN!

John runs, dragging, half-carrying Sarah as best he can.

She can barely stay conscious.  Half-running, delirious, she stumbles

and drops to her knees.  John pulls but she can't rise.

JOHN

(crying, shouting)

Come on, you gotta try... please, Mom.  Get up!

John looks back to see --

204A    TERMINATOR trying to load the M-79.  With his shattered hand, he can

barely maneuver is last grenade into the breech.

T-1000 smacks the weapon out of his hands.  It clatters to the floor.

The grenade spins across the floor, rolling under some machinery.

Terminator lunges, slamming the T-1000 against a wall with all his

weight.  The battle is joined.

204B    JOHN AND SARAH have reached the back of the aisle.  It is a cul-de-

sac, blocked on the end by the base of an IMMENSE SMELTER CRUCIBLE.

They turn to watch the titans battle in silhouette, backlit by the

molten sparks falling from the furnaces above.  The battle which will

decide their fate.

204C    Terminator grabs the T-1000 and hurls it with awesome force against

the opposite wall of the narrow alley.  In less time than it would

take to turn, the

204D    T-1000 morphs trough itself, front to back... face emerging from the

back of its head.

204E    It comes off the wall straight at Terminator, who smashes his good

fist into its face.  The pile-driver blow buries Terminator's fist

almost to the elbow.

204F    But the T-1000's head morphs in a split-second into a hand which grips

Terminator's wrist, and the head "emerges" somewhere else, the

geometry shifting faster than we can follow.

204G    The T-1000 slams Terminator into a large machine, jamming his arm into

the moving works.  A massive sliding bar SCISSORS HIS ARM, smashing it

into junk at the elbow, pinning him in the machine.

Terminator strains against the machine pinning him.  We hear his

servos whining with overload.  The T-1000 turns and lopes toward Sarah

and John.

Sarah screams and hurls John into a gap between the machines.  He

falls into a maze of pipes and girders.

205     INT. MAZE OF MACHINES

JOHN turns to see her in the entrance of the narrow gap.  She could

follow him but she doesn't.  SUDDENLY a dark mass moves toward him.

John gasps as a huge steel counterweight, driven by a chain 6 inches

thick, slides toward him.  He rolls out of the way.  When he looks

back, he cannot see the opening.

JOHN

Mom!  MOMMM!!

206     INT. AISLE BETWEEN FURNACES

TERMINATOR strains to reach a 6-foot steel bar lying near him.  Steel

workers use them to move the red-hot ingots around.  He gets hold of

the end and uses it as a lever.  With titanic effort he spreads the

massive components which are holding him, and withdraws him arm, which

is severed at the elbow.  Dangling junk hands from the crushed joint.

207     SARAH has lost sight of John.  It is much of a goodbye as they will

have.

She turns as the T-1000 closes on her.  She is half-slumped against

the sooty machines, looking barely conscious.  She struggles to load

a shell into the empty weapon.  At the last instant she whips up the

RIOT GUN and FIRES.

A207    T-1000's face is blown open, but quickly reforms as it closes on her.

She fumbles to get another shell into the magazine but --

A208    THUNK!  A steel needle slams through her shoulder, pinning her.

The polymorphic killer cocks back its other hand.  The index finger

extends as a gleaming needle, toward her eye --

T-1000

Call to John.  Now.

207C    WHAM!!  SOMETHING whistles down on the T-1000 with such force that is

cleaves it head and body in two down to the naval.  The 6-foot steel

bar is imbedded in its body.  Terminator hurls the killer off Sarah.

207D    The T-1000 pulls the steel shaft out of itself and attacks him with

fury.

Swinging again and again.  Hammering Terminator back.  Terminator

falls back against the wall.

Behind the T-1000 is an enormous I-beam, hanging from two chains.  It

is used to lift ingots into the smelters, and it runs on a linear

track.

207E    The T-1000 grabs the I-beam and rolls it down the track.  Straight at

Terminator.  The two-ton girder smashes into his chest, crushing the

armor.

The T-1000 pulls the I-beam back, and then heaves it forward again.

Terminator turns and takes the second blow on the shoulder.  We hear

metal crush and break inside him.  He sags, turning to grip the

wall...

The third blow slams into his back, smashing his spine and pelvis.  We

hear servos ratcheting and failing.  He drops to his knees, crucified

on a wall of machinery.

The fourth blow is centered between his shoulder blades.  Sound of

crushing metal.  His skull is partially caved in.

He slides to the floor.

207F    ON THE T-1000, emotionless as it walks forward.

207G    TERMINATOR is a pathetic shape on the floor.  He is trying to crawl,

feebly.

Dragging his malfunctioning legs behind the crushed spine.  His arm

stump screeches on the tile floor as he inches himself forward.  His

exposed machine eye burns red with determination.

We see his prize.  He has the M-79, with the breech still open,

cradled in the crook of his ruined arm.  He good hand, the exposed

steel one, is reaching for the last grenade, which is visible under

the skirt of the massive smelter base.  His metal fingers reach out

for it as --

207H    The T-1000 raises the heavy steel bar over his head and stabs it down

with unbelievable force.  It punches into Terminator's back, through a

gap in the shattered armor.  The T-1000 levers it back and forth,

widening the hole.  Then is raises the pointed bar again and slams it

down.

It punches right through.  Emerging from Terminator's chest.

And into the floor.  He is pinioned.  The cyborg sags face down and

stop moving.  The light goes out of his eye.

CUT TO:

208     INT. MAZE OF MACHINERY

John scuttles like a rat through the gut of the smelter.  Above him,

vast machines churn untended.  He hears a voice... SARAH'S

Calling low and urgent to him.

SARAH

John?  John?  Can you hear me?  Where are you?

208A    He crawls out of the shadows.

Onto a landing next to one of the SMELTER CRUCIBLES.  Molten steel

glows bright orange in the crucible of the furnace.  Heat shimmers

the air, giving everything a hallucinatory quality.

John sees Sarah nearby, limping toward him.  She can barely move, her

leg bathed in blood.  He runs toward her.

SARAH

(gasping)

Help me, honey...

TIGHT ON SARAH, her stoic face, as she hobbles forward, reaching out

to him.  Something rises behind her, OUT OF FOCUS.

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

Aimed right at us.

209A    JOHN freezes.  Which is which?  He looks down.  The first Sarah's

feet are melded with the floor, sucking and fusing with the tiles as

she walks.  They have the color and pattern of the tiles up to the

knee.

SARAH

John, get out of the way!!

JOHN

(screaming)

SHOOT!!!!

209B    John dives aside.  The Sarah-form spins, changing into you-know-who.

Sarah starts unloading the shotgun into it.  BOOM!  It staggers back.

K-CHAK.  She chambers another round.  BOOM!  It staggers again.

K-CHAK.  BOOM!  And again.  And again.

209C    The T-1000 is blown back a step and Sarah advances with each shot.

The craters in the T-1000's body "heal" slowly.  Its power is waning.

She FIRES again.  And again.  Her eyes blazing with feral intensity.

She walks it back, right to the edge of the pit of MOLTEN STEEL.

K-CHAK... CLICK.  She's empty.  The T-1000 is right at the edge.  In a

second it will recover its composure, as its crater hits close slowly.

She has failed.  Now it will kill them both,

Except...

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

Half human flesh, half chrome steel.

His red eye gazes right at us as he --

FIRES.

210A    The T-1000 takes the round in the belly.  The grenade EXPLODES inside

its body.  A huge hole is blown clean through it, and it is ripped

open and peeled back, half inside-out.  It topples into the molten

steel and --

211     The T-1000's head and upper body reappear above the molten steel.

It is screaming.  A terrifying, inhuman siren of a scream.

It is changing, morphing, transforming into anything and everything

it's ever been so rapidly the eye can barely follow it --

We catch a glimpse of Janelle Voight checkered with the linoleum tile

colors, Lewis the Guard with knives exploding from his face, other

faces, switching at a stroboscopic rate now... a face every two frames

until they merge into one face --

The T-1000 screams and slips beneath the surface of the molten steel.

We see liquid silver running in dissipating whorls over the

superheated surface... until it vanishes, swirling into nothing.

212     JOHN runs to Sarah.  She stands staring into the pit.  The empty

shotgun slips from her fingers.  Clatters to the floor.  He sees that

she's okay and he runs to the fallen Terminator.

212A    The crippled cyborg is trying to rise.  Its servos whine and stutter.

It pathetically lifts itself to a kneeling position, collapses...

tries again.

John lifts for all he's worth.  Sarah joins them, helping.

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

TERMINATOR

I need a vacation.

They walk to the edge of the pit.  Terminator looks down and sees

that it is over.

JOHN

(to Terminator)

Is it dead?

TERMINATOR

Terminated.

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

terminator.

JOHN

Will it melt in there?

TERMINATOR

Yes.  Throw it in.

He does.  It sinks into the lava.  Vanishes.

TERMINATOR

And the chip.

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

smelter.

SARAH

It's finally over.

TERMINATOR

No.  There is another chip.

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

TERMINATOR

And it must be destroyed also.

John suddenly understands what he means.

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

John shakes his head.

JOHN

No!

TERMINATOR

I'm sorry, John.

JOHN

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

TERMINATOR

I have to go away, John.

JOHN

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

Tears are streaming down his face.

TIGHT CLOSEUP TERMINATOR, turning toward John.

The human side of his face is in shadow, so we see mostly the chrome

skull and the red eye.

TERMINATOR

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

JOHN

I order you not to!

Terminator puts his hand on John's shoulder.  He moves slightly and

the human side of his face comes into the light.

He reaches toward John's face.  His metal finger touches the tear

trickling down his cheek.

TERMINATOR

I know now why you cry.  But it is something I

can never do.

(to both of them)

Goodbye.

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

They lock eyes.  Warriors.  Comrades.

SARAH

Are you afraid?

TERMINATOR

Yes.

He turns and steps off the edge.

213     They watch him sink into the lava.

He disappears... the metal hand sinking last... at the last second it

forms into a fist with the thumb extended... a final thumbs up.

Then it is gone.

214     HOLD ON JOHN AND SARAH, watching through the heat ripples as we --

DISSOLVE TO:

215     THE SUN, PURE IN A CLOUDLESS SKY

Tilting down reveal that we are in a park, very green.  People are

casually dressed, having fun.  Cycling, reading... children are

playing in a playground.

Beyond the line of tree we see the skyline of Washington, D.C., with

the Capital Building and the Washington Monument.  The skyline is

subtly changed, with a lot of new buildings, advanced high-rises.

A CARD APPEARS

July 11, 2029

WE BOOM DOWN AND TRACK LATERALLY through a playground in the

foreground.  Children swinging on swings.  Sliding down slides.

Timeless things that 4 decades of technical advancement will not

change.  As we track we hear:

SARAH (V.O.)

August 29th 1997 came and went.  Nothing much

happened.  Michael Jackson turned forty.  There

was no Judgment Day.  People went to work as

they always do, laughed, complained, watched

TV, made love.

We pass a jungle gym, neither melted nor burned, but full of kids

swinging and yelling raucously.  Past it we drop down to see a boy

pumping the pedals of a tricycle.

SARAH (V.O.)

I wanted to run down the street yelling... to

grab them all and say "Every day form this day

is a gift.  Use it well!"  Instead I got drunk.

STILL TRACKING we come to rest on an elderly woman seated on a bench.

It is SARAH, now 64 years old.  The world has aged her, but she seems

at peace in this moment.  She speaks into a microcassette recorder.

SARAH (V.O.)

That was thirty years ago.  But the dark future

which never came still exists for me, and it

always will, like the traces of a dream lingering

in the morning light.  And the war against the

machines goes on.  Or, to be more precise, the

war against those who build the wrong machines.

There is a man in is forties playing with two small children

nearby.  He turns.  It is John Connor.  Through he has the same stern

features in adulthood, there is no eye-patch, no scarring.  He is far

from the haggard man on grim destiny we saw in the world that might

have been.  But there is still penetrating intelligence, even wisdom,

in his eyes.

SARAH (V.O.)

John fights the war differently than it was

foretold.  Here, on the battlefield of the

Senate, the weapons are common sense... and

hope.

A FOUR-YEAR-OLD GIRL runs to her to have her shoelace tied.

GIRL

Tie me, grandma.

Grandma Sarah smiles.  It is the only time we have seen her smile so

far.  She bends as the little girls puts her foot up on the bench.

She ties as we hear:

SARAH (V.O.)

The luxury of hope was given to me by the

Terminator.  Because if a machine can learn

the value of human life... maybe we can too.

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

FADE OUT