Terminator 2: Judgement Day

"TERMINATOR 2: JUDGEMENT DAY"

a Screenplay

by

James Cameron

and

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