"TERMINATOR 2: JUDGMENT DAY" (1991)

Revised final shooting script

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

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.

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...

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...

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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

John pins Todd with a defiant glare.

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

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.

It's hard to read John's expression.

John twists the throttle angrily and the bike lunges forward.

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.

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.

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

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

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.

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

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.

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

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.

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.

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

Douglas grins, casual --

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.

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.

Gasping, she chokes the zombie juice down.

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

They sprint around the corner to an --

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.

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.

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.

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.

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 ignores the question. He casually scans the living room.

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

Janelle appears in the doorway behind Todd, concerned.

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

Todd stares unhappily at the cop. Turns to Janelle.

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.

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.

He gives her a gentle smile.

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.

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

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.

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

He turns toward the door.

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

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.

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

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

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

31C Silberman pauses the tape... freezing Sarah's contorted face. Real Sarah turns away from the screen, he expression stony.

Silberman gives a calculated paternal smile.

Sarah looks up at him. Her voice is hopeful.

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.

CLOSE ON SARAH. Her voice sounds hollow.

Silberman leans back, studying her. Toying with her.

Sarah shakes her head no.

The corporate headquarters of a mega-electronic corporation. As imposing cubist castle of black glass.

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.

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 --

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

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.

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

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.

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.

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.

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.

Silberman pins her with his sweet reptilian gaze.

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.

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 --

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

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.

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

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.

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.

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.

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.

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.

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...

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.

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.

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.

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.

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.

Terminator immediately complies. He leans the bike into a turn. They head into a nearby 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 touches Terminator's skin. Then the blood on his jacket. His mind overloads as the reality of it hits him.

John gives him an amazed look.

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 mulls that over.

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

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.

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.

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

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

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.

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)

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

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

Terminator nods. Speaks into the phone.

Terminator unceremoniously hangs up the phone. Turns to John.

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

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.

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.

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

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

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.

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.

Terminator's reply is matter-of-fact.

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

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.

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

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

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

Terminator expressionlessly lifts one leg. John grins. He's the first on his block...

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.

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

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

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.

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.

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

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.

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.

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.

WIDER. We're in --

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.

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.

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

Sarah stares up at him. A cold and empty stare. He glances at Silberman. Then at his partner.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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.

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.

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

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

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.

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.

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.

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

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 looks at him. He's not convinced.

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

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

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.

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.

Her voice is a deadly cold hiss.

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.

He does. She faces both of them.

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

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.

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.

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.

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.

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.

The orderlies are stirring.

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.

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.

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

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.

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 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".

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.

81B TERMINATOR'S POV. A monochrome image of the highway lit bright as day.

81C Terminator replies in a matter-of-fact tone.

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.

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.

Sarah looks at him, exasperated and stern.

John stares at her, surprised.

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.

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

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.

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.

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.

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.

Terminator drives steadily into the black night.

Sarah thinks about that. Then:

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

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.

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.

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.

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.

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.

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

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.

She concentrates on removing the slugs. CLINK. CLINK.

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.

Terminator turns towards him.

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.

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.

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

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.

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.

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

John keeps his hand right where it is.

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.

John glances sheepishly at Sarah, Then smiles at Terminator.

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.

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.

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.

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.

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.

Terminator backs off the throttle slightly.

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

94-95 OMITTED

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.

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

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

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

97 THE ORDERING WINDOW as John and Terminator approach.

Goes to the order window.

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.

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.

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.

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 nods, depressed.

98B Terminator closes the hood and gets into the truck as he speaks.

They accelerate back onto the highway.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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

Terminator smiles. Sort of. Salceda squints at him,

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...

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.

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

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.

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.

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 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.

She slaps him on the shoulder.

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.

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.

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

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

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

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?"

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

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

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

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 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.

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.

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.

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 --

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.

But John is moving, running after her.

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.

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 motions to Terminator and breaks into a run.

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.

A123 EXT. HIGHWAY - NIGHT

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

Terminator is still stumped.

PANNING as they pass, revealing the lights of the city ahead.

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.

A125-A125K OMITTED

129 OMITTED

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

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.

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.

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.

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.

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

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.

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

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.

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 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.

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

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,

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.

TARISSA looks around at the bizarre tableau. Terminator has wordlessly ripped open Dyson's shirt and examined the wound.

He takes Tarissa's hands and presses them firmly over the entrance and exit wounds.

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.

John draws the Biker's knife from Terminator's boot. Hands it to 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.

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.

Terminator finishes speaking.

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.

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

Dyson's voice is pitiful.

138 FIRE ROARING IN A METAL TRASH BARREL. Stacks of files are dumped onto it. WIDER reveals we are in --

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 looks at her, Terminator, then John. Sees his answer.

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.

He nods. She's right.

Pavement rushing at us, lit by headlights. Beyond, darkness.

TILT UP to reveal a rectangle of light ahead. The Cyberdyne Building...

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.

K-CHAK! Gibbons is staring down the barrels of Sarah's .45 and Terminator's MAC-10.

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.

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.

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 --

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

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 --

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,

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.

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

We see his nerve snapping.

She's right in his face. Somehow, it works for him. He nods, getting some resolve from somewhere.

Moshier's gotten Gibbons loose. He's on the phone to the cops.

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.

145A Dyson leads Terminator and Sarah to the main lab doors. Another servo-lock. He tries his card. Nothing.

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.

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 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.

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.

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.

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.

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.

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.

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.

Terminator hands him the axe. Dyson hefts it one-handed. He turns to a lab table... on it is another prototype processor.

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.

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.

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.

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.

Terminator shows him a REMOTE DETONATOR, a small transmitter with a red plunger.

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.

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

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

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.

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.

TIGHT ON A KEY inserted into one of the vault locks.

WIDER as John and Dyson stand poised, hands on keys.

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.

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.

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.

Clutching the steel hand and pocketing the chip like it's a Mars bar he just bought, John runs out. Dyson follows.

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.

John pelts into the lab with Dyson stumbling along behind him. Sarah is just finished wiring all the charges to the central detonator.

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.

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.

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.

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.

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.

John reaches the first door, and tries it. Locked. Terminator unslings the M-79 blooper smoothly, opening the breach.

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.

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

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.

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.

They retreat so fast they crash into the next group coming up the stairs.

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.

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 --

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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...

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.

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.

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 --

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.

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.

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.

T-1000 holds the wheel hard over, mercilessly grinding the pickup. The whole rig jerks and shakes with the violence of the sustained hammering.

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 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 --

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 --

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.

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.

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 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.

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 --

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.

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.

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.

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

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 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.

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.

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 --

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.

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.

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.

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.

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.

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

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

He does. It sinks into the lava. Vanishes.

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

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

John suddenly understands what he means. Terminator looks at Sarah. They both know what must be done. John shakes his head.

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 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.

Sarah looks at Terminator. Reaches out her hand to shake it. They lock eyes. Warriors. Comrades.

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 --

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:

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.

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.

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.

A FOUR-YEAR-OLD GIRL runs to her to have her shoelace tied.

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