"THE TERMINATOR" (1984)

Silence. Gradually the sound of distant traffic becomes

audible. A LOW ANGLE bounded on one side by a chain-link

fence and on the other by the one-story public school build-

ings. Spray-can hieroglyphics and distant streetlight sha-

dows. This is a Los Angeles public school in a blue collar

neighborhood.

ANGLE BETWEEN SCHOOL BUILDINGS, where a trash dumpster looms

in a LOW ANGLE, part of the clutter behind the gymnasium.

A CAT enters FRAME. CAMERA DOLLIES FORWARD, prowling with

him through the landscape of trash receptacles and shadows.

CLOSE ON CAT, which freezes, alert, sensing something just

beyond human perception.

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

Papers blow across the pavement.

Windows rattle in their frames.

The WHINE intensifies, accompanied now by a wash of frigid PURPLE LIGHT. A CONCUSSION like a thunderclap right over-

head blows in all the windows facing the yard.

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

1A/FX ANGLE - DUMPSTER 1A/FX

ELECTRICAL DISCHARGES arc from the dumpster to a water

faucet and climb a drain pipe like a Jacob's Ladder.

SLOW PAN as the sound of stray electrical CRACKLING subsides.

FRAME comes to rest on the figure of a NAKED MAN kneeling,

faced away, in the previously empty yard.

He stands, slowly.

The man is in his late thirties, tall and powerfully built,

moving with graceful precision.

C.U. - MAN, his facial features reiterate the power of his

body and are dominated by the eyes, which are intense, blue

This man is the TERMINATOR.

He glances down, taking calm inventory of himself, and

notices that a fine white ash covers his skin. He brushes

at it unconcernedly as he walks toward the fence, scanning

his surroundings.

2A/FX CRANE SHOT - SCHOOLYARD/CITY - NIGHT 2A/FX

CAMERA MOVES UP as Terminator approaches the schoolyard fence

beyond which is an embankment rolling down in darkness to the

cityscape below. The school is perched at the edge of a pro-

montory offering a respectable view of the urban sprawl teem-

ing and glistening under a sullen sky. The night clouds are

shot through with occasional flashes of LIGHTNING, presaging

a thunderstorm.

Terminator stands, hands on hips in prefect symmetry, gazing

down at the city as the CAMERA REACHES FULL HEIGHT.

CUT TO: 3 EXT. PLAYGROUND - NIGHT 3

A beer bottle SMASHES on the ground. PULL BACK to include

its ex-owner and his two compatriots, YOUTH GANG MEMBERS, lounging on the jungle gym of a deserted playground. They

sport nondescript PUNK REGALIA...torn T-shirts, fatigue

pants, combat boots or high-top sneakers, leather jackets.

The leader notices something and sits up.

this picture?

ANGLE - REVERSE, seen past the lounging toughs, Terminator

walks naked into a pool of streetlight, striding purpose-

fully toward them.

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

They slide from their perches and drop easily to the ground

liquid shadows.

Terminator stops right in front of them.

They surround him, all swagger and malign good humor.

@SECOND PUNKWashday tomorrow, huh? Nothing

clean, right?

Terminator eyes them without expression, unhurried.

Reptilian.

@LEADERThis guy's a couple bricks

short.

Terminator turn to the second punk, ignoring the

others.

The punks exchange glances, dismayed.

Without warning Terminator hammer-punches him in the temple

with blinding speed. The blow flings him with a CLANG into

the jungle gym. He drops to the ground in a still heap,

eyes open, twitching.

The leader whips out his SWITCHBLADE and slashes in one

motion. Terminator ducks back and catches the knife-

wielder's wrist in an inhuman grip. Then he punches the

leader with piledriver force just below the breastbone.

ANGLE - PAVEMENT, as the knife clatters down. The punk's

combat boots are on tiptoe, barely touching the ground.

ANGLE - TWO SHOT, Terminator and the leader are close

together as if dancing, but motionless. Their bodies are in

total shadow. The punk's eyes are wide, his veins distended

with an agonizing pressure. Terminator jerks his fist back

with a WET SOUND and the other drops OUT OF FRAME.

The last tough is stumbling away, gaping with terror. He

backs into a chainlink fence, turns to run along it, finds

he is in a corner.

Terminator takes a step toward him, his gaze ominous.

The punk begins shakily stripping off his clothes.

Thunder peals overhead.

A light RAIN begins to fall.

Terminator emerges onto the street from the playground,

pausing in the pool of light under a streetlight to hike

the collar of the punk's jacket.

The rain streams down over his face, running into

and over his eyes. They do not blink.

Another part of the city. Seedy apartments and storefronts.

The streets glisten, hissing with sporadic late night traffic.

SLOW PAN AND DOLLY into the mouth of a narrow alley lined

with trash containers and fire escapes. From a recessed

doorway, two filthy legs sprawl out onto the wet pavement.

An angry, inarticulate DRUNKARD'S MONOLOGUE rises occasionally

above the rain sounds.

ANGLE - DOORWAY, The derelict rouses from his bitter stupor as a brilliant purple glare lights up the wet brickwork

around him. A shockwave hurls trash into the air.

Painted over windows shatter.

Rat scurry, blinded.

A FIGURE drops INTO FRAME as if out of the sky and smacks

the pavement with a muddy splash.

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

A NAKED MAN, compact and muscular, rises in a defensive

crouch. KYLE REESE is 22, but his face has been aged by

ordeal, the mouth hard, eyes grim. A crinkled burn scar

traverses one side of his face from chin to forehead. Other

scars, from burns and bullets, mar his hard-muscled body.

The rain washes a fine coating of white ash from his skin

as electrical ARCS lace back and forth between the fire

escapes behind him, HISSING and SPUTTERING. The sound

fades, then stops altogether, to be replaced by a rising

scream of animal agony.

Reese lurches to his feet and sprints across the alley.

5A/FX OMITTED 5A/FX 6 OMITTED 6

CAMERA MOVES WITH REESE as he leaps to the fire escape and

clambers up to the first landing to crouch beside another

NAKED MAN who appears to be entangled in the ironwork. The

man is contorted with pain as his screams die to a shivering

gasp. CLOSER ANGLE reveals that he has been skewered through

the abdomen by the horizontal iron slats and through the

shoulder by a railing. He has materialized in the same

space occupied by the fire escape structure. The figure

slumps, motionless.

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

Reese descend to the alley floor and crosses to the drunk

huddled in the doorway.

A pair of flamboyantly dressed women, obviously working

girls, passes by the alley mouth. They do a double take

when they see Reese, but walk on without breaking stride,

completely jaded. He's certainly not a potential customer.

Reese crouches down as if to speak to the drunk.

A brilliant white glare stabs into the alley mouth as an

LAPD cruiser glides slowly by on the street. The search-

light illuminates the figure of Reese, crouching over the

sprawled drunk, just pulling on the other's trousers.

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

cops leap out.

Reese hitches his pants and bolt like a shot. The cops

draw their guns and race into the alley after him.

HANDHELD CAMERA or PANAGLIDE, rushing with Reese along the

narrow alley. He vaults a pile of tumbled trashcans.

Whips around a corner. Leaps the hood of a parked car in

the cross alley.

PANAGLIDE PRECEDING COPS, as they snake through the night

maze.

PANAGLIDE WITH REESE as he hits a chain link gate at a

dead run and scrambles over it.

WHIP PAN ON COPS, skidding to a stop at the corner in time

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

LOW PANAGLIDE WITH REESE, running full tilt, displaying

incredible agility.

REESE'S POV, the alley walls blur by. The view of a hot-

wired rat in an urban maze.

C.U. - REESE, CAMERA hugging him as he sprints and turns,

alternately front-lit, side-lit and silhouetted as the

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

Another unit arrives out front and Reese melts back into

the alley, only to see a cop round the corner behind him.

Sandwiched. Reese crashes into a steel door, rending the

The newly arrived cops are a K-9 unit. They open the back

door of the squad car to release a large black Doberman.

Reese finds himself among the display racks of a discount

department store. A searchlight stabs in the front

Three cops enter behind him through the shattered door.

FAST PANAGLIDE WITH REESE, as he crab-runs low among the

moving shadows where flashlights quarter the darkness. He

bolts the open space behind a display window. Sees the

outside searchlight sweep toward him. Freezes.

ANGLE - REESE, his feral face frozen among the smooth-

featured, smiling mannequins. As the light passes, Reese silently moves on.

ANGLE - COP, passing the end of a long aisle B.G. while in

the F.G. a hand ENTERS FRAME, removing a knit shirt from a

hanger. Reese slips the shirt on quietly and does a fast

crab-walk across the aisles to melt into the other racks

and shadows, CAMERA MOVING LOW with him.

With a shocking GROWL the police dog hurtles out of the

shadows, LEAPING RIGHT AT CAMERA.

ANGLE - REESE AND DOG, a dark blur with teeth, extremely

Doberman, flies toward Reese. He spins. Catches it by

the throat in mid-air. Arcs it to the floor with unflinching

precision.

C.U. - DOBERMAN, suddenly on its back and held by the throat,

THE DOG YELPS and stares at Reese, who leans very close.

Inches from its eyes he fixes it with a gaze of uncompromis-

ing dominance. Some ancient communication seems to pass

between the two.

Reese releases the animal and turns his back on it, selecting

a long overcoat from a rack. The dog backs away from him, stiff-legged and confused.

TRACKING WITH REESE as he rounds a corner on the run, still

shrugging into his long coat.

Running smack at him is another cop, gun aimed.

Without slowing, Reese leaps toward him, twisting in mid-air

like a cat. The cop FIRES. Misses. Goes down under Reese's

tackle and they slide together on the polished floor.

Before they even come to rest Reese snatches the cop's gun,

aiming it at the other's face two-handed.

A SHOT whines off the metal side of an escalator behind

Reese's head. He vaults the escalator rail, leaving the

amazed cop lying on the floor.

Reese bounds up the frozen steps, pocketing the .38 Police

Special in his coat.

Cops dash through the maze of aisles, converging at the

escalators.

WHIP PANNING WITH REESE, as he hurtles between displays.

He stops for a moment beside a rack of shoes. Slaps one of

a pair of tennis shoes sole-to-sole against his bare foot.

Too small. Another. Holding the shoes he runs on.

A door opens quietly and Reese slips out.

CAMERA TRACKS WITH HIM as he moves like a panther along the

narrow catwalk. TILT DOWN to include the first LAPD cruiser

parked at the mouth of the alley.

Reese drops cat-like beside the unattended police car.

Cautiously, he opens the door of the cruiser, removes the

RIOT GUN, an Ithaca pump model, from the dash rack and slips

it under his coat. Cradled in a vertical position, the

shortened weapon is virtually invisible.

He walks out onto the street and away, unhurriedly, an

Reese enters a telephone booth. Harsh light rakes across

his face, outlining the long scar. He opens the directory,

leafs through it.

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

Stops beside the following listings in the big metropolitan

white pages:

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

of diffuse sunlight.

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

SARAH CONNER is 19, small and delicate-featured. Pretty in

a flawed, accessible way. She doesn't stop the party when

she walks in, but you'd like to get to know her. Her vulner-

able quality masks a strength even she doesn't know exists.

Sarah maneuvers nimbly, apparently in a hurry.

Sarah buzzes into the parking lot of Big Bob's Family

Restaurant and chains the moped to the icon of Big Bob

himself. The fiberglass cherub holds up his mammoth

hamburger in perpetual homage to whatever deity watches

out for fat kids.

Sarah removes a stack of college textbooks from the luggage

HIGH WIDE SHOT prominently featuring a VIDEO SURVEILLANCE

CAMERA F.G. as Sarah enters below. She passes under another

video eye as she crosses the main floor of the wholesomely

appointed eatery. Sarah goes through the swinging STAFF

doors under a third camera.

The office is closet-like, lit by the glow of several

security monitors. CHUCK BREEN, day manager, pimply and

officious,watches Sarah in an overhead view of the service

corridor. He punches a switch and reaches for a microphone

on a studio gooseneck.

CUT TO: 23 INT. SERVICE CORRIDOR 23

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

She answers the empty hallway.

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

corridor.

24 MANAGER'S OFFICE 24

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

@SARAHMission control to Chuck,

come in...

up)You're late.

Sarah is undaunted.

@BREENNot really. Do you think you

can get here on time if I put

you on the floor as a waitress?

@SARAH(grinning)I don't know. I kinda had

my heart set on being a

cashier the rest of my life.

@BREENThe pay's the same but you'll

make more in tips.

@SARAHThanks, Chuck. I need the

money. Can I still work the hours around my classes?

Breen turns to punch up a display on the restaurant's

small accounting computer. Sarah looks over his shoulder

as he modifies the week's schedule.

@SARAHIt's not brain surgery,

Chuck.

Breen hands her an apron ceremoniously.

@BREENHere you go. You're a

Bob's Girl now. Nancy

will check you out.

ANGLE - TIGHT ON LOCKER DOOR as it slams shut, revealing

Sarah transformed into a "Bob's Girl".

Her hair is in a bun.

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

She resembles a suburbanized peasant maid looking for a

goat to milk.

Sarah confronts her reflection in the mirror, pondering

its absurdity.

She pinches her sheeks.

Smiles vacuously.

@SARAHHi, I'm Sarah and I'll be

you waitress. (pause) I'm so wholesome, I could

puke.

TIGHT ON CAR SIDE WINDOW, as a figure approaches, reflected

in the glass. A fist punches through the window, shattering

it. The thief unlocks the door and gets behind the wheel.

It's Terminator.

With a blow from the heel of his hand Terminator smashes loose

the ignition assembly and strips the wires with a brutal

twist of his fingers. Touching the proper wires he starts

the car.

Terminator walks past the long display window of an

enormous pawnshop emporium. Signs declare, among other

Terminator passes the appliance section, and the pictures

on a row of TV sets distort and break-up sequentially as he walks by, returning to normal behind him.

He enters the store.

TIGHT ON GLASS COUNTERTOP as an AR-180 ASSAULT RIFLE WITH

SCOPE is laid beside a number of other guns: a COLT K-

MODEL .45 ACP, a SMITH AND WESSON .38 FOUR-INCH, a BERETTA

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

WIDE as the CLERK, who looks like a sick lizard, pallid

and paunchy, takes the rifle from a wall rack. He lays it

beside the arsenal of perfectly legal anti-human artillery

already on the glass counter.

Terminator scans expressionlessly for additional selec-

tions.

the forty watt range...

He indicates the display case and wall racks with a

minimal gesture.

Terminator examines each in turn, working the actions with

curt, precise movements.

@CLERK(continuing)Any one of them's ideal for

home defense. Which'll it be?

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

@CLERKMaybe I'll close early.

Cash or charge?

Instead of replying, Terminator takes a box of shotgun shells

from a stack on the display case.

@CLERKSorry, I can't sell the ammo

with the guns. You'll have

to---Hey!

Terminator has calmly begun feeding the shells into the

shotgun.

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

The yellow Maverick pulls to a stop beside a single phone

booth.

MOVING WITH TERMINATOR, as he gets out, walks to the booth

and rapidly pulls its occupant out by his greasy T-shirt,

flinging him backward into the parking lot. The guy is

bear-like, slab-handed, but Terminator doesn't even glance

31 PHONE BOOTH

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

dangling receiver.

Terminator leafs rapidly through the directory.

ANGLE - MACRO SHOT, as Terminator's finger comes to rest

beside a now-familiar listing:

Sarah is bustling about, trying to service the start of

the dinner rush. In waitress parlance, she's 'in it'.

She runs the gauntlet between tables, precariously balancing

two full dinner plates on one arm and hand-carrying a

third. A customer tugs on her apron for attention and she

barely averts contributing the chili size to his wardrobe.

@CUSTOMERHoney, can I get that coffee

now?

She reaches her table after near collisions with a Mexican

busboy and two teenage girls doing cheerleading routines

in lock-step.

@CUSTOMER FOURHe's got the Barbecue Beef,

I've got a Chili-Beef Deluxe.

CUSTOMER AT NEXT TABLEMiss, we're ready to order.

In the process of setting down all the plates Sarah knocks

over someone's water glass.

tically)Oh, sorry. That's not real

leather, is it?

As she cleans up the spill, a kid at the next booth reaches

over and dumps a scoop of ice cream into the top pouch of

Sarah's apron

She stares down at the mess melting over her hard-earned

and sags with defeat. NANCY, a plump, gum-chewing waitress,

stops beside her to whisper.

@NANCYLook at it this way: in a

hundred years, who's gonna

care?

ANGLE on a standard-issue L.A. suburban street with kids

racing Big Wheels B.G.

LOW ANGLE with the FRAME comprising a single house, toy-

littered lawn and mailbox. EXTREME F.G., by the curb, is

a CHILD'S PLASTIC TRUCK.

There is the sound of a CAR ENGINE approaching, and the

front of the yellow Maverick appears, stopping at the curb.

Its front tire CRUSHES the toy.

PANAGLIDE ON TERMINATOR, preceding him as he steps out of the

car, pauses by the mailbox to check the name, and strides

toward the house.

A YOUNG BOY, playing in the driveway, watches him pass. The

boy's DOG, a small Terrier, growls low and mean, crouching

back from Terminator.

The door opens a few inches, held by a security chain,

revealing a frail MIDDLE-AGED WOMAN in apron and rubber

cleaning gloves.

@WOMANNo, she's upstairs. Who

shall I say is--

Terminator breaks the chain and pushes past her as if she

didn't exist.

PANAGLIDE ON TERMINATOR, preceding his as he crosses the

foyer and mounts the stairs. The woman starts after him.

She gasps and stops in her tracks as Terminator smoothly

pulls the .45 from under his jacket and snaps the cocking

slide.

Installed on her bed for an afternoon of 'soaps' is the

WRONG SARAH CONNOR. ELECTRODE PADS exercise her doughy

thighs as the 35 year old divorcee watches "GENERAL HOSPITAL".

She calls out distractedly:

WRONG SARAH CONNORWhat is it, Mom?

She jumps as the door BANGS open. And stares in dumb

amazement as the good-looking, intense-eyed man in the

strange clothes raises a pistol.

And aims it at her face.

It all seems less real than "GENERAL HOSPITAL" in that

half-second before he FIRES.

The mother is fumbling with a telephone when she hears

the SHOT. The silence stretches for several BEATS. Then

FIVE MORE SHOTS are heard.

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

ANGLE ON CEILING above her. With each successive shot a

chuck of plaster explodes off the ceiling.

LOW ANGLE ON TERMINATOR, standing with the .45 aimed

down at the dead woman, just OUT OF FRAME on the floor.

He unhurriedly removes the spent clip, reloads the weapon

and replaces it under his jacket.

Crouching down, he turns the woman's body over, confirming

that she is dead.

CUT TO: 33E INT. FOYER 33E

The mother is frantically dialing the phone. She mis-

dials, starts over. Then stops as she hears the bedroom

door open.

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

shoulder.

He starts down the stairs.

The mother stands paralyzed, unable to breathe.

He reaches the main floor and walks toward her.

She edges into a corner, eyes wide.

He reaches out.

And wipes his hands clean on her apron.

Terminator walks out, without expression, leaving the

woman to sag to the floor in a faint.

CUT TO: 34 INT./EXT. SERVICE TUNNEL - DAY 34

TIGHT ON KYLE REESE'S HANDS as they make the last few

strokes with a hacksaw to sever the wooden stock from the riot gun. It clatters to the ground, leaving a short

stump, like a pistol grip.

CUT WIDER as Reese hefts the weapon. He is crouched in

an underground service tunnel below a busy street. Shadows

of people walking across a grating in the sidewalk above

him flicker past. They can't see him in the darkness below

their feet as he checks the gun's action carefully. He

slips it under his overcoat where it hangs from a jerry-

rigged sling.

Reese emerges from a stairwell behind a service station,

his overcoat done up to the top button.

He walks through the sparse morning crowd on the cluttered,

overbuilt commercial street.

He is out of sync.

A stranger in a strange land.

He holds himself tightly reined, cautious and feral as he

moves among the unconcerned pedestrians.

His eyes flick rapidly about.

Reese stops at a hole-in-the-wall take-out stand. He

watches people walk away with food. Moves closer.

Scrutinizes the next man as he orders.

@TAKE-OUT CUSTOMERGimme a falafel with yogurt

dressing and, uh, Baco-bits.

The counterman hands him his food and change wordlessly

as Reese steps up.

@REESEGimme a falafel with, uh,

yogurt and Baco-bits.

The counterman barely looks up as he passes the mess

through the window.

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

window.

CUT TO: 35 EXT. ALLEY - DAY 35

Reese crouches in an alley, out of sight of passersby,

wolfing his food. The sauce runs down his sleeve but he

doesn't notice.

An old man with a shrunken, ungenerous face scowls at

the menu as Sarah wipes the tabletop in front of him.

@SARAHI haven't seen you in here

lately, Mr. Miller.

@MR. MILLERCompared to me she is. How

come you're not at the cash

anymore? They catch ya steal-

ing?

When she leaves, the old man is grinning, behind the menu,

where no one can see him.

Sarah rounds the corner, walking fast as she undoes her

apron. She calls out to the walls without looking up.

@SARAHI'm on break, Chuck. Carla's

got my station.

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

beckons to Sarah.

@NANCY(excitedly)Hurry up. It's about you...

I mean sort of...Come on!

Nancy guides Sarah to the small black and white portable

TV in the corner. Two other girls, smoking cigarettes

with their shoes off and nyloned feet on the table, are

already watching. One glances at Sarah.

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

@TV ANCHORWOMAN...and a police spokesman at

the scene refused to speculate

on a motive for the execution-

style slaying of the Encino

housewife. He did however say that an accurate description of

the suspect has been compiled

from several witnesses. Once

again, Sarah Connor, thirty-five,

mother of two, brutally shot to

death in her home this afternoon.

As the news grinds on, Sarah gazes unseeingly at the screen.

Nancy claps her on the shoulder, laughing.

Sunlight is dying when Sarah swings her moped to the curb

in front of the 'GOOD LIFE SPA', a large, crowded health

club.

CUT TO: 39 INT. HEALTH CLUB/AEROBICS STUDIO 39

MUSIC BOOMS and masses of leotarded cellulite sway in close F.G. as CAMERA DOLLIES along a row of panting, stretching

women. In deep B.G. Sarah slips in through the door and

waits against the wall while the human dynamo, GINGER VENTURA,

leads the class energetically. Ginger, Sarah's roommate,

is a party-stopper. Red-haired, athletic, sensuous. She's

pretty enough when still, but stunning in motion. And she's

in motion.

Ginger yells commands and cheerfully dives into contortions

to the BEAT of a MOTOWN FAVORITE.

MARCO, a handsome, well-defined guy wearing a tight STAFF

T-shirt, strolls up for a drink at the water fountain next

to Sarah.

@MARCOHi. I've seen you around.

You're cute. Cute I remember.

The dance tape ends.

@GINGER...and three aaand four! And

that's it ladies! Now, didn't that feel good?

The group collapses ensemble. A chorus of groans.

@GINGERLet's think positive or next

time I'll play the FM version.

Ginger walks over to Sarah as the class disperses. Marco

is leaning on the wall next to Sarah, who is enjoying the

attention.

@SARAH...yeah, really? Say some-

thing in Italian.

Before Marco can reply, Ginger pulls the front of his gym

shorts out and peers down. She shakes her head.

@GINGERYou're wasting your time, kiddo.

Let's go.

She grabs Sarah by the arm and pulls her out the door.

Sarah catches a glimpse of Marco's expression over her

shoulder as the door closes.

CUT TO: 40 INT. HEALTH CLUB/STAIRS AND CORRIDOR 40

PANAGLIDE WITH THE TWO GIRLS, as they descend to the first

floor and enter a hallway

Sarah is gasping with laughter.

Ginger is adjusting her ever-present WALKMAN-TYPE CASSETTE

PLAYER at her hip. She slips on the earphones as they walk

along.

Sarah feigns outrage.

@SARAH(continuing)I had him hooked. He was

just about to ask me out.

I could tell.

@GINGERThat guy's a jerk. I did

you a favor.

@SARAHI'll do the same for you

sometime.

Sarah laughs and claps her friend on the back. They turn

in at a door marked WEIGHT ROOM.

SEVERAL ANGLES, on glistening arms, legs, torsos merging

into bio-mechanical kinetic sculptures with the chrome-steel

levers and tubes. The CRASH and SQUEAL of metal against

metal.

In F.G., two Conan-esque arms thrust upward, glistening.

Ginger's boyfriend, MATT McCALLISTER, the assistant manager

of the club, strains out his last reps, bench-pressing

enormous weight on the Nautilus machine.

Despite his imposing appearance, Matt is one of the warmest

people you'd ever want to meet.

His face is contorted, muscles knotted for the last push.

He heaves it up with a guttural cry.

Lowering his weights with a CLANG, Matt lies panting, arms

dangling at his side, eyes closed.

A pair of female legs appear.

Matt opens his eyes.

@GINGER(continuing)You think somebody's gonna

do this for you? Look at

those shriveled bi's. And

you haven't worked lat's or

ab's since Wednesday.

@MATT(smiling)Hello, sweetheart. Had a

rough day?

She leans down as he sits up and they meet in a kiss that's

bad for the other guys' discipline.

Sarah waits until they break the clinch to speak.

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

@MATT(grinning broadly)Heeey! It's my favorite

Sarah. Hi, babe.

Ginger pulls the pin on Mat's weights and re-inserts it

@GINGERAlright, warm-ups are over.

Back to work, Bunky.

Ginger readadjusts her headphones as the two girls walk away.

@MATT'Bye beautiful. You too,

Ginger.

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

Sarah lurches away from the curb on her moped, almost spilling Ginger who is attempting to ride double. They

swing out onto a main thoroughfare and careen through

the bumper-to-bumper traffic.

Sarah maneuvers deftly though overloaded and unstable.

Ginger doesn't know whether to laugh of scream at the

near-misses.

She does both.

On a side street the girls pass an excavation site between

high-rises. They pass OUT OF FRAME as CAMERA HOLDS on the

In the F.G., under an overpass, Reese sits is a car watching

the powerful machines moving earth.

He's in a late-model non-descript GREY SEDAN, one of a row

of cars gathering dirt beside the construction site.

Crab-armed back-hoes and massive caterpillars ROAR through

a curtain of dust, under intense floodlights. A power-shovel

moves its great arm, lighting its own way with an arc-light.

Reese sits motionless in the dark. Waiting. The clock in

the dash ticks quietly.

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

Reese fishes a magazine off the dirty floor. His over-

coat is off, draped over the shotgun on the seat beside

him.

His bare arms are sinewy and scarred.

Reese flips the page of COSMOPOLITAN.

He look at the glossy photos, the glossy women.

Fantasy women. Svelte and seamless.

The ads fascinate him too: Caribbean vacations and blended

whiskeys.

His head sags against the door.

He gazes dully at the tracks of a passing CATERPILLAR as they

chew through the dirt.

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

CUT TO: 46 EXT. MELTED RUINS - NIGHT 46

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

HUMAN BONES, burned black.

There is the sound of EXPLOSIONS, distant, and an intermittent

electronic WHINE. Incredibly bright searchlights play over

the ground. PANNING with the moving treads through twisted

wreckage, F.G.

The screen WHITES OUT with a BLAST, very close. As the

debris clatters down, a helmetted head snaps up into FRAME,

The visor of the HIGH-TECH HELMET is shattered, presumably

by the explosion. The wearer rips it off, revealing a

younger Reese, minus his burn scar.

His face is bathed in sweat, lit by the glow from a CRT

SCOPE-SIGHT on a strange-looking rifle.

The sound of SCREAMS and HOARSE SHOUTS not far off, and a

continuous low murmuring of RADIO CHATTER, grid coordinates,

Reese looks over his shoulder at his teammate, a GIRL

of about sixteen, gaunt, dirty, heavily armed like himself.

DOLLYING as they start to belly crawl through the bones

and wreckage.

Reese looks up.

Through spires of a collapsed building a terrifying

SPHINX-LIKE SHAPE moves against the sky...obscured by dust

and blinding sweeps of its searchlights.

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

Reese crawls, pacing the H-K, under and through, on elbows

and knees, past mounds of charred skulls. They

pass the BODY OF A CHILD, a boy of about 10, center-

punched with a smoking hole. The boy clutches a rifle.

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

WOMEN. OLD MEN. CHILDREN. They're all dirty and gaunt,

scabrous. And still bleeding. Reese scrabbles past a

dark rat-hole and there are human rats in it. Some of them

are sobbing, or screaming.

Another EXPLOSION.

The GLARE lights the huddled few.

Human vermin with mud-caked weapons that haven't been

Reese and his teammate stop behind a blasted wall, having

outflanked the massive H-K. Its flashing blue lights flick

across the walls, its searchlights sear through the

debris.

WIDER, showing the H-K more clearly...a blast-scarred

CHROME LEVIATHON, with hydraulic arms folded mantis-like

against its 'torso', and huge underslung GUN TURRETS.

Reese leaps up and straight-arms a satchel-charge into its

path. One tread rolls over the explosive.

Guns and searchlights swivel. The head turns ponderously.

A POWER-BOLT catches her at the top of her arc, BLOWING

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

as the charges blow.

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

It lurches to a stop, burning.

The following SEQUENCE is extremely FORESHORTENED.

Running.

ENERGY WEAPONS criss-cross the night like tracers.

LOW ANGLE, up past the burning H-K as its flying counter-

part, an AERIAL H-K, arcs into view with a TURBOJET WHINE.

Reese hauls two survivors of his unit into a PERSONNEL

CARRIER, a CHEVY CAMARO with steel plate welded over it and

the roof cut away to access the 50 CALIBER MACHINE GUN.

It's stripped and rusted and bullet-riddled, glassless.

The TIRES are OFF-ROAD and very gnarly.

They're driving through the ruins, up and over and through.

Reese drives like a demon. Under other circumstances it

would be considered insane. Here it is merely very good.

The machine gun CHATTERS.

A BLACK SHAPE descends, a demon with searchlights.

Reese's car flips like a kicked beer can, rolling and

crumpling. He's pinned in the wreck, bloody, screaming

despite his training. The only other survivor, an

emaciated BOY of twelve, is pulling for all he's worth

to drag Reese out before it burns.

CLOSE ON A BOY, about twelve, clean and healthy, wearing

a blue plastic DODGERS HELMET. He reaches through the

window of the sedan.

CUT TO: 48 INT. GREY SEDAN 48

Reese's eyes open in a split-second, and suddenly there

is a SHOTGUN MUZZLE AIMED RIGHT AT US.

Reese quivers with a curious spasm, similar to the tremors

of his arrival, and blinks at the boy.

The boy is white-faced, staring down the bore. He backs

away. We see that he is straddling a bicycle.

The boy's SISTER, slightly younger and also on a bicycle,

can't see the shotgun from where she's waiting.

@SISTER(taunting)See, I told you he wasn't

dead. You owe me Baskin

Robbins.

The boy rides past her list a shot.

Reese relaxes slowly, the voltage draining out of him.

INSERT - MACRO, Reese's finger on the trigger is white

with pressure. He slips the safety to the OFF position.

The gun can now be fired.

He sets it on the seat and reaches for the dangling ignition

wires, starting the car.

Lit by streetlights, the car moves away with it lights

off and vanishes in the shadows.

Sarah and Ginger are crammed into the tiny bathroom,

becoming inextricably tangled in each other's cords as they blow-dry, curl hair, and apply make-up. Ginger

has her headphones inverted under her chin but in place,

and is bouncing to music as she dries her hair. She is

wearing a short terry-cloth bathrobe that reveals the

greater part of her legs. Sarah is in a skirt and bra.

The phone rings and Sarah goes out into the living room

to get it.

and breathy)First I'm going to rip the

buttons off your blouse, one

by one...then run my tongue

along your neck, down to your

bare, gleaming breasts...

Sarah cups her hand over the mouthpiece and calls out

matter-of-factly:

She resumes listening.

@MATT (V.O.)...and then slowly pull your

jeans off inch by inch and

lick your belly in circles,

further and further down...

then I'll pull off your panties

with my teeth...

Sarah is repressing laughter.

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

talking to.

@MATT (V.O.)Oh my God! Sarah! Oh, shit.

Jesus, I'm sorry. I thought

you were...Can I talk to Ginger?

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

@MATT (V.O.)First I'm gonna rip the buttons

off your blouse...

54 BEDROOM

Sarah picks up four blouses on hanger lying on the bed

and goes back into the hallway.

Ginger is still listening to Matt, nodding, as Sarah enters

and starts holding the blouses against herself one by one

for Ginger's inspection.

Sarah hold up another one.

@SARAH (V.O.)This guy's probably a schmuck

and I don't care what I wear.

A couple of BEATS, and she's back in the doorway with

a concerned expression.

An unmarked car with a clamp-on light and siren blaring

screeches to the curb behind two marked black-and-whites

in front of a funky Venice apartment building. A small

crowd is gathered around the front steps. LIEUTENANT

ED VUKOVICH, Homicide Division, gets out of the car and

strides through the crowd. He's fiftyish, short, but

square and solid, a human bulldog gone a little to paunch.

He chews Juicy Fruit gum like a maniac: a chain-chewer.

He's homely as an old boot. And he's not a smart cop, he's

a wise one; rarer still. The onlookers, gathered patiently

for their ten second glimpse of something under a sheet, separate for him to pass.

CAMERA PANAGLIDES AHEAD OF VUKOVICH, as he climbs the switch-

back staircase two steps at a time. He passes TWO UNIFORMED

COPS at the doorway of a second-floor apartment, and enters

to find a quiet flurry of activity. Several DETECTIVES and

a PHOTOGRAPHER prowl around, taking evidence, taking pictures.

In the center of the living room floor is the body of a

young woman, crumpled face down in a small lake of blood.

Two bags of groceries lie split open on the floor in front

of her.

Vukovich glances up as he is joined by DETECTIVE SGT.

TRAXLER. Traxler is black, lean and very jaded.

@TRAXLERSix shots at less than ten

feet. Weapon was a large

caliber--

Vukovich is looking at the body.

Traxler turns to a passing DETECTIVE.

@TRAXLERCome on. man. Don't track

it all over. It's un-

professional.

He turn back to Vukovich, gesturing at the body.

@TRAXLER(continuing)Okay, let's see...Got a pos-

itive on her. She's Sarah

Connor, works as a legal--

@VUKOVICH(interrupting)That can't be right. That's

the name of the one Valley

Division mopped up this after-

noon.

Traxler slips something off his clipboard and hands

it to the Lieutenant.

@VUKOVICH(pondering)You gotta be kidding me. The

new guys'll be short-stroking

it over this one. A one-day

pattern killer.

Sarah poses with Ginger in front of the mirror. They are

dressed, made-up, hair-styled and READY.

Sarah grins and goes into the other room.

Sarah walks around the room, searching for something.

Ginger enters, stopping beside their phone answering machine.

@GINGERNot lately. Did you check

messages?

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

bends down.

your mother.

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

vapidly.

RESUME WIDE, Sarah lifts the three foot long lizard from his

perch on the windowsill. She gives the complacent reptile

a kiss on its blunt snout.

Sarah drapes the lizard across her shoulders where it sits

contentedly as she looks for her purse. Ginger has been

rewinding the message tape. She punches PLAY and a MALE

VOICE is heard.

@VOICE(recorded)Hi, Sarah...Stan Morsky.

Uh, something's come up and

it looks like I won't be able

to make it tonight. I'm really

sorry. Call you in a day or so. Sorry. 'Bye.

Sarah stands still, crestfallen.

@GINGERThat bum. So what if he has

a Porsche, he can't treat you

like that...it's Friday night

for crissakes.

Sarah resignedly slips Pugsley off her shoulders.

@SARAHYou still love me, don't

you, Pugsley?

She places Pugsley in a large terrarium with a 'BEWARE OF

DOG' sign taped on the side.

See ya'. You and Matt have

a good time.

Sarah is a small figure in the shadowed echoing garage of

her building.

CONVERGING DOLLY, PACING HER, as she passes the stalls with

their inky shadows.

The light near her moped is out.

She looks up.

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

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

garage.

ON SARAH - C.U., inexplicably nervous.

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

Sarah is visible through the windshield as she pulls onto

the street.

PAN WITH HER to reveal Kyle Reese, hunched down in shadow,

watching. He puts the car in gear and pulls out to follow

her receding tail-light.

Streetlights flash across his face, in stark-lines profile.

Mouth cruel where the scar tugs at it.

DOLLYING WITH VUKOVICH and TRAXLER, as they pass through a

group of REPORTERS. Mostly newspaper stringers but there

is also one bored local TV MINICAM CREW.

@REPORTER...Lieutenant, are you aware

that these two killings occurred

in the same order as their listings in the phone book?

He and Traxler enter their office and shut the door.

63 VUKOVICH'S OFFICE 63

Vukovich drops his gun in the wastebasket, picks up a cup

of coffee from his desk and uses it to wash down a handful

of aspirins. Traxler grimaces.

Vukovich, lost in thought, turns on him suddenly.

@VUKOVICHDid you reach the next girl

yet?

@TRAXLERNo. Keep getting an answer-

ing machine.

@TRAXLERI already did. No answer at

the door and the apartment

manager's out. I'm keeping

them there.

Traxler picks up the phone and begins to dial her number as Vukovich sets down his coffee cup, unwraps a stick of

gum and pops it in his mouth.

CLOSE ON PHONE, connected to the answering machine. The

outgoing message trigger after the second ring.

@GINGER'S VOICE(machine V.O.)Hi there.(long pause)Ha ha ha, fooled you. You're

talking to a machine, but don't

by shy, it's okay. Machines need

love too, so talk to it and Ginger,

that's me, or Sarah will get back

to you. Wait for the beep.

As the message plays, CAMERA DOLLIES OFF the phone machine

and down the corridor of the dark apartment. As the bedroom door draws near, Ginger's recorded voice fades and is super-

ceded by CRIES and MOANS.

FULL SHOT, framed against the streetlit curtains, Ginger and

Matt from a beautiful tableau of lovemaking in silhouette.

Their perfect bodies glisten with backlight as they strain

in passion.

CLOSER - TIGHT TWO, revealing that Ginger is wearing her

earphones. Matt, without breaking rhythm, reaches out to

Ginger cries out louder, apparently enjoying his sure touch

on her volume control.

Traxler hangs up the phone.

@VUKOVICHI can hear it now, it's gonna

be the goddamned 'Phone Book

Killer'.

@TRAXLERI hate the press cases.

Especially the weird press

cases. Where you going?

the door)To make a statement. I'm gonna

give them the name. Maybe the

jackals can help us out for

once.

He looks at his watch, then straightens his tie.

@VUKOVICH(continuing)If they can get this on the

tube by eleven, she may just

call us. (pause) How do I look?

Vukovich goes out and the Minicam light hits him as the

door closes.

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

@ANCHORMAN (V.O.)...police had no further comment

on the apparent similarity between

the shooting death of an Encino

woman earlier today...

CUT WIDE to show Sarah watching the TV which is suspended

over the bar. The place is a crowded, post-movie hangout,

raucous with laughter and videogames. The newscast

continues, ignored by all except Sarah.

@ANCHORMAN (V.O.)(continuing)...and this almost identical

killing two hours ago of a

Venice resident with virtually the same name. Sarah Ann Connor,

a 24 year old legal secretary, was

pronounced dead at the scene in

her beachfront apartment...

A customer gestures for the bartender's attention.

@CUSTOMERHey, can we change this and

catch the ball scores.

Sarah leaps half over the bar, startling everyone.

@ANCHORMAN (V.O.)...no other connections between

the two victims has been estab-

lished. (pause) On a lighter note, these was cause for celebration at the

L.A. Zoo today, as...

Sarah leaves her half-finished pizza and beer, getting up

in a daze. Followed by puzzles glances, she makes her way

through the crowd.

In the crowded hallway by the restrooms, Sarah goes to the

single payphone and seizes the directory. She flips rapidly

through it, then stops, looking down.

The book slips out of her fingers.

Sarah turns and scans the crowd.

She's getting looks, covert and otherwise, like any unaccom-

panied girl on a Friday night. But is that all they mean?

Sarah back into the women's restroom.

Sarah stumbles numbly to the sink.

She splashes her face with cold water. In the mirror

She hears a loud clatter and spins around.

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

Sarah edges back out into the corridor.

Sarah walks stiffly to the pay phone.

It's OUT OF ORDER.

Sarah exits the pizza place into the sparse crowd on the

sidewalk. As she passes a figure leaning against the wall

just outside, the man turns his head to watch her.

It is Reese, his gaze impassive.

Streetlight catches the burn scar on his cheek.

Sarah shudders.

She walks on.

POV - SARAH, ON CROWD, moving toward and through approaching

groups of pedestrians. They seem to be glancing at her.

Was it always like that and she just never noticed?

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

She resists the urge to run.

On the opposite side of the street an LAPD cruiser glides

slowly by. Sarah is about to call out but a bus blocks

her view and when it had passed, the car is turning away

down a side street.

She passes a large window with STOKER'S written on it, and

ducks quickly through the door.

ANGLE THROUGH WINDOW, SARAH F.G., as Reese approaches.

Her knuckles clench white as he reaches the entrance and

walks by, unhurriedly, without a glance inside.

She turns and scan the gloomy interior, which reveals itself

to be less than savory. Pool tables and upper-middle lowlife

in submarine depths of smoky haze.

Sarah draws stares, menacing in their own right, as she

weaves between the pool tables to the back of the bar.

her hands are trembling as she drops a dime in the pay

phone and dials.

@VOICE (V.O./RECORDED)You have reached the Los Angeles

Police Department Emergency Number.

All lines are busy. If you need

a police car sent out to you, please

stay on the line...

Sarah holds the receiver pressed to her ear, glancing

around, fear feeding on frustration.

An LAPD black-and-white sits at the curb in front of Sarah's

building with two cops inside, drinking coffee. Through

the open window we hear the dispatcher's voice on the

radio.

@DISPATCHER (V.O.)...two eleven in progress at

Seven-Eleven market, Third and

Tamarac. One suspect believed

to be armed...

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

He surveys the bank of call buttons, then turns to consider

the barred security gate.

PANAGLIDE WITH GINGER as she ties her terry-cloth robe and,

leaving Matt in a dead sleep, pads through the dark apartment.

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

Through the dark living room.

She has her Walkman in the pocket of her robe and bops to

herself in the silent gloom as she enters the kitchen.

When she opens the refrigerator to remove snack fixings, the

light briefly illuminates the kitchen and in that moment,

SOMETHING MOVES in the F.G.

TIGHT ON GINGER, MOVING WITH HER as she backs toward the

counter with her arms full of snack stuff.

A SUDDEN CRASH. A flurry of motion behind her.

She spins, dropping half her load.

Ginger fumbles for the lightswitch.

Revealing Pugsley, sitting there blinking innocently among

@GINGERShoo. Go on. I'll make a

belt out of you.

Pugsley disappears into a large fern by the window and Ginger

sets about her task, slathering crunchy peanut butter on

stalks of celery.

MEDIUM ON MATT, as rustling curtains play patterns of street-

light over his sleeping face.

The sound of a faint breeze.

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

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

repeated CLICKING.

UP ANGLE - PAST MATT, as the five-inch blade of an industrial

razor-knife reaches full extension in Terminator's hand,

right above him.

It slashes viciously downward.

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

been.

Terminator catches him by the hair and slashed down again.

Matt grabs the wrist in both hands.

The enormous muscles of his arms, which seem capable of bench

pressing a Chrysler, strain and knot against the pressure of

the killer's single arm...

And still the blade moves closer to his throat.

With a final heave Matt deflects the down-pressure sideways

and the blade snaps with a CLINK against the headboard.

HANDHELD WITH MATT as he rolls off the bed, spins and slams

his fists together into Terminator's temple. He picks up a

brass deco lamp and brings it down with piledriver force.

Unperturbed, Terminator knocks the lamp away and hurls Matt

over the bed.

CUT TO: 76 EXT. BALCONY - NIGHT 76

Matt crashes through the glass doors and slams against the

balcony railing.

Oblivious to the noise, Ginger croons in rock-and-roll

ecstasy, singing to a celery stalk as if it were a micro-

phone.

Matt heaves himself up, powerful body gleaming with sweat

and hurls himself upon the intruder.

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

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

Terminator places one hand on either side of Matt's barrel

chest. SINKS HIS FINGERS INTO THE FLESH. An inhuman grip.

Matt is raised off the floor, contorted with agony, above

the other's head.

CUT TO: 79 INT. HALLWAY 79

DOLLY PRECEDING GINGER as she returns from the kitchen with

a plate full of celery stalks and a glass of milk. CAMERA

passes the closed bedroom door and STOPS, as Ginger pauses

to set the plate on top of the glass, freeing one hand to

open the door.

AN EXPLOSION OF SPLINTERS in close F.G. as a shape smashes

through the door right in front of her...Matt's body

propelled halfway through the door by enormous force.

Ginger shrieks and leaps back, flinging milk and all into

the air.

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

creates resistance.

Ginger SCREAMS and back away.

The door is wrenched open and Terminator steps through with

the massive .45 drawn.

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

TIGHT ON TERMINATOR as the pistol RISES INTO FRAME, aligning

with his eyes. BOOM!

LOW FAST DOLLY WITH GINGER as the bullet punches into her

shoulder, pitching her on her face outside the bathroom door.

LOW WIDE ANGLE as she crawls forward, gasping, drowning. The implacable figure looms behind her.

Her expression is agony and reeling, nauseating terror.

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

a burning stable.

Ginger scrabbles pathetically for a grip on the tile floor

as she pulls herself into the bathroom.

She clutches the rim of the toilet.

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

PAN UP, off her. He takes aim.

And empties the clip.

He calmly reloads.

CLOSE ON PHONE MACHINE, as the telephone rings loudly in the

ensuing silence.

Terminator spins, drawing an instantaneous bead on the source

of the sound, but doesn't fire.

@GINGER'S VOICE(recorded)Hi there.(pause)Ha ha ha, fooled you. You're

talking to a machine...

C.U. - TERMINATOR, motionless, listening.

@GINGER'S VOICE(recorded, continuing)...but don't be shy, it's okay.

Machines need love too...

Terminator turns abruptly back to Ginger's body. He turns

@GINGER'S VOICE(continuing, recorded)...so talk to it and Ginger, that's

me, or Sarah will get back to you.

Wait for the beep.

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

Terminator's head snaps back and he freezes, listening.

uing)...I'm in this sleazy bar called

Stoker's on Pico but I'm too

scared to leave. I'm really

scared, kiddo...

Sarah cups the telephone's mouthpiece with her hand and

glances around frequently.

soon 'cause I need you and Matt to come pick me up. The police

@SARAH(continuing, B.G.)The number here is 468-9175.

Call me, kiddo. I need you.

It's Stoker's on Pico. Bye.

Terminator is rapidly and methodically rifling the contents

of Sarah's small desk. SIREN'S WAIL, approaching.

He picks up a small card.

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

color photo of her.

E.C.U. - TERMINATOR'S EYES as he tosses the card down,

after a fraction of a second's scan. Picks up something else.

TIGHT ON SARAH'S ADDRESS BOOK, Terminator pockets this and

slips out the balcony door. Climbing over the railing, he is gone.

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

@SARAH(on phone, upset)...look, Lieutenant...uh,

Vukovich, don't put me on

hold and don't transfer me

to another department...

@VUKOVICH(on phone)I won't. Now just relax.

Where are you? (pause) Yeah, I know it...on Pico.

Are you alright?

@SARAH(on phone)Yes, but I don't want to

leave. I think this guy's

following me.

@VUKOVICH(on phone)Alright, Ms. Connor. Listen

carefully. You're in a public

place, you'll be safe 'til we

get there. Stay visible.

Don't go outside or in the

restroom. I'll be there in

a few minutes.

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

Sarah takes a seat at a booth near the bar, and picks up

a dog-eared menu, but can't concentrate on it. She looks

at her watch and glances around.

The yellow Maverick hurtles along an empty street.

CLOSER ANGLE as streetlight glare slashes across Terminator's

face in flaring pulses.

CUT TO: 90 INT. PLAIN CAR - NIGHT 90

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

@VUKOVICHLet's see how this guy likes

playing hard-ball.

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

Sarah shakes her head "No" and contemplates her trembling

hands. She half-turns, catching a glimpse of herself in

the mirror behind the bar.

TIGHT ON SARAH, reflected in the mirror. In the F.G. a

man at the bar looks up from his beer, straight into her eyes.

It is Reese.

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

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

ANGLE ON FRONT DOOR as it opens and a figure stands silhou-

etted briefly against a streetlight.

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

C.U. - REESE as he mechanically raises his beer. His knuckles

are white. He slowly undoes the top button of his overcoat.

There is a glint of metal in the shadows within.

Reese turns slowly on his barstool as the figure brushes past

him, out-of-focus F.G.

Sarah looks up.

E.C.U. - REESE'S HAND sliding slowly along polished steel,

a caress. His finger slips through the triggerguard of the

riot gun.

MEDIUM ON SARAH, as the man stops in front of her in close F.G.

He sits slowly in the booth opposite her. The angle is OVER

REVERSE ANGLE - It is not Lt. Vukovich.

Terminator sits motionless for a BEAT.

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

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

in one motion.

The bore seems enormous.

BACK ON SARAH, over the gun barrel, her eyes go wide. We hold

a BEAT, like a frozen slice of nightmare.

MEDIUM ON REESE as he whips the riot-gun to a hip-firing posi-

tion, his overcoat falling back with a snap. HE FIRES.

ON TERMINATOR, as the shotgun blast hits his arm and he FIRES,

simultaneously. Sarah screams as the .45 round blows stuffing

out of the booth seat inches from her face. Her hair is

singed by burning gunpowder. An involuntary cry is punched

out of her by the double concussions.

Reese is stroking up another shell as Terminator half-rises

from booth.

OVER REESE'S SHOULDER, as he fires, cocks the slide, fires

again, advancing on Sarah's booth.

Terminator is blown backward over the center divider,

crashing through the glasses and pitchers of beer on the

table opposite, and onto the floor.

Sarah is screaming, scrunched down in the booth.

Terminator is lying on his back at the feet of a table-

full of drunk patrons.

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

in the arm.

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

gaping.

Sarah stops screaming.

Reese stand motionless, gun aimed.

In the sudden silence, the sound of him cocking the shotgun

is abnormally loud.

ON TERMINATOR, very still.

Then he smoothly rolls to a crouch and slips the UZI machine

pistol from beneath his overcoat, where it has been hang-

ing on a shoulder strap.

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

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

An orgy of shattering glass.

Total pandemonium.

SEVERAL ANGLES as patrons of the bar run, scream or dive

for cover, depending upon their level of intelligence.

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

her wrists.

ON TERMINATOR, kneeling amid the chaos, raising the UZI

one-handed.

Reese tugs viciously on Sarah's arm and she sprawls across

the booth seat a moment before the divider and seat cushion

erupt with hits from the UZI.

ANGLE ON A RUNNING PATRON as a burst of 9mm fire catches

him in the chest. He pitches into Sarah's booth, pinning

her.

Reese fires, ducks, fires again.

Tables crash over.

A window is blown out.

A table candle rolls into a pool of high-proof alcohol

behind the bar.

It ignites with a WHOOSH.

Reese feed two shells into the riot-gun.

TIGHT ON TERMINATOR, an island of slow, precise movement

amid the confusion. He drops a spent clip. Reaches for

another with his bloody hand.

MOVING WITH REESE as he vaults the row of booths and starts

firing. At point blank range he unloads the shotgun into

Terminator's belly.

CUT TO: 92 INT./EXT. STOKER'S/STREET - NIGHT 92

Terminator crashes backwards through two tables and a plate

glass window into the street.

The roaring fire behind the bar is spreading very quickly.

The air is thick with smoke.

Reese tosses the UZI, for which he has no ammo, into the

fire. He hauls the dead man off Sarah and reaches for her.

TIGHT ON SARAH, shrinking away from Reese, hysterical.

When he grabs her wrist she struggles, eyes wide.

C.U. - REESE, very intense.

to live.

She looks where he is pointing.

Terminator is rising unsteadily to his feet. Shattered

glass rains from him, except where it sticks to his blood-

drenched shirt and coat.

C.U. - TERMINATOR, as he slowly look up, his blue eyes

riveting STRAIGHT INTO THE CAMERA.

C.U. - SARAH, feeling a lightning blot of terror greater

than she could ever imagine as the cold gaze fixes on her.

Oh my God...

CUT TO: 96 INT./EXT. STOKER'S BAR - NIGHT 96

PANAGLIDE PRECEDING TERMINATOR as he clambers back through

the window and starts through the burning bar.

PANAGLIDE MOVING IN ON REESE AND SARAH as he runs, drag-

ging her with him, toward the back.

REVERSE ON TERMINATOR, DOLLYING as he crashed through the

wreckage in the swirling smoke, hurling burning tables out

of his way.

PANAGLIDE FOLLOWING REESE AND SARAH, running headlong

through the cluttered kitchen, then down a narrow back

hallway. Sarah stumbles and Reese brutally pulls her to

her feet without slowing.

He hits a closed door, which crashes open.

Slams and blot-latches it.

An instant later an impact from the far side tears the

latch-screws half out of the wall.

They run on.

Terminator takes a step back from the closed door and

behind him the flames engulf a CAN OF CLEANING SOLVENT.

Reese and Sarah pelt down the narrow corridor, fling open

TIGHT ON DOOR at far end. It splinters open and Terminator

sprints down the corridor.

CUT TO: 101 INT. HALLWAY - NIGHT 101

The cleaning solvent EXPLODES.

DOLLYING AHEAD OF TERMINATOR, very fast, as he runs full-

throttle. Behind him a fireball of superheated gas hurtles

down the narrow hallway. He clears the outer door an

instant before the tongue of flame roars out into the alley.

Vukovich's plain car arrives, slewing to a stop in the

glass-littered street in front of the blazing building.

He leaps out, Traxler right in behind him.

TWO LAPD UNITS arrive behind them. He motions to the

nearest one.

He heads for the inferno at a run.

DOLLYING WITH REESE AND SARAH as they run through the

Reese pulls her along mercilessly.

WHIP-PANNING as they clear a corner.

The B.G. is a blur.

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

No static angles.

Relentless forward motion.

105/FX EXT. ALLEY - NIGHT 105/FX

Behind them Terminator is moving with inhuman speed,

bounding like a panther, leaping trash cans and other

obstacles.

TRACKING C.U. - TERMINATOR, catching the faintest glimpse

of a red glow in the pupils of his eyes as he passes through total shadow.

106/FX EXT. ALLEY/POV - TERMINATOR (HANDHELD) - NIGHT 106/FX

We know this is Terminator's POV because Sarah and Reese

are just ahead of us. But the image is bizarre, alien.

Bright and hyper-real. There is a hint of digitization,

and the fleeing figures ahead are more luminous than the

background, suggesting infra-red.

The margins of the FRAME are crammed with columns of CRT-

type characters: columns of numbers and acronyms. The

data changes more rapidly than any human eye could follow.

There is no doubt that we are seeing as a machine would see.

The sound effects are bright and clear, as if they are

digitized and enhanced as well.

Reese and Sarah turn a corner by caroming off the wall

without slowing and pelt down a narrower alley. This

one is lined with a row of parked cars and connects to

the street. There is little room to run.

Reese is reloading on the run, dropping shells.

Behind them Terminator enters the alley, gaining.

LOW ANGLE, FAST PANAGLIDE ahead of the fleeing pair.

As they breast the last car Reese shoves Sarah hard,

pitching her on her face to the pavement.

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

Drops to the ground.

Fires into the gas tank of a car further back in the row

just before Terminator reaches it.

The car EXPLODES, filling the alley with fire. An inferno

funneled between the enclosing walls.

ANGLE ON REESE AND SARAH behind the car door as flames

roar over the hood.

ON TERMINATOR, as he slides to a stop, cut off by the

wall of flame.

Reese doesn't waste any time stuffing Sarah into the car.

Climbing in after and over her he twists two wires together

The engine catches.

A SILHOUETTE rockets out of the flames.

Terminator, leaping from the roof of the blazing car ahead,

impacts on the hood of Reese's car. His hair and coat are burning.

Reese jams reverse and nail the throttle.

The car backs down the alley.

Terminator draws back his fist.

Punches into the windshield.

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

shoots through.

The lacerated fingers grope for her.

WIDE as the car shoots backwards out of the alley onto the

street, narrowly missing an arriving LAPD CRUISER.

Sarah plasters herself tightly into the seat as the

fingers grasp her blouse and pull.

Reese cranks the wheel hard.

CUT TO: 109 EXT. STREET - NIGHT 109

The sedan skids, slewing sideways into a parked car.

Reese's car shoots forward.

PANNING WITH SEDAN as it roars past Vukovich, the gathering

minions of the burning building, an arriving fire

truck...shoots through a red light and continues to accel-

erate.

Terminator gets to a kneeling position, then slowly stands.

He pats out his smoldering clothing as he watches his quarry

escape.

ON VUKOVICH as he runs to his car, exhorting the nearby

LAPD guys to give pursuit, while Traxler grabs the radio.

Olympic. Grey sedan. Has hostage, repeat...

LOW WIDE ANGLE on the empty street, which is narrow and

tightly lines with parked cars.

The ROAR of an engine builds.

The sedan, like a night-demon, hurtles out of the shadows

with its lights off, doing ninety plus.

Sarah is in a daze.

Paralyzed. Face bloodless.

She is shivering silently, uncontrollably.

Her eyes are wide, and it seems likely that she doesn't

quite comprehend the roaring blur outside her window.

Hold on.

WIDE ANGLE, CLOSE TO SEDAN, and following it as it hurtles

around a corner in an expertly controlled slide.

Then a high speed sprint down the cross-street.

Reese squirrels the vehicle between a slow-moving car

ahead and oncoming traffic.

A dive into another dark side street.

Reese drives with total, nerveless absorption. His eyes

flick to the mirror, to the road, over his shoulder, back

...and the world spins outside.

With occasional glances to Sarah, he speaks to her in a

clipped, military voice.

shot?

No response.

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

She feels the BLIND PANIC BOILING UP WITHIN HER.

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

you understand?

As he speaks he is locking the door and fastening Sarah's

seatbelt over her, cinching it very tightly, like you would

for a child. She doesn't answer.

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

Sarah stares numbly at his outstretched hand. With zero

strength she automatically returns his handshake.

termination.

The walls of a narrow alley, inky black, frame a police

cruiser parked on the street beyond. Firelight from the

A young cop stands beside the car talking via radio with

the mike cord pulled through the side window. He speaks

with a distinctive twang--a displaced southerner.

@COP...I don't know, it looks

like it might spread to this

furniture warehouse across

the alley, the paint on the

wall's starting to blister up...

The sweeping headlights of a turning car momentarily illuminate

the face of Terminator, motionless in the dark right in

front of us.

Eyes open. Listening.

@COP(continuing)Better get another truck

round to this side.

Terminator's silhouette emerges from the blackness and

strides purposefully toward the cop, CAMERA following.

The officer whirls and reaches for his gun but Terminator

flings him brutally into the side of the car, steps over

him and opens the door.

Before getting in he notes the unit number on the roof: 143.

Then he slides behind the wheel, slips the squad car into

gear, and pulls out.

CAMERA PRECEDING CAR, HIDE WIDE ANGLE, as it accelerates

rapidly, until the lines across the street are flashing

under it in a staccato rhythm.

Sarah is slumped way down in the seat, turned away from the

window, trying not to see the landscape reeling outside.

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

done anything.

@REESENo. But you will. It's

very important that you

live.

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

@SARAHI can't believe this is happen-

ing. How could than man get up

after you...

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

@REESENot a man. A Terminator.

Cyber Dynamics Model 101.

Terminator drives expressionlessly, monitoring the babble

@DISPATCHER (V.O.)(filtered)...Suspect vehicle sighted on

Motor at Pico, southbound.

Units Two-Zero-Six and Five-

Seven, attempt intercept.

Unit One-Four-Three, come in.

@TERMINATORThis is One-Four-Three. West-

bound on Olympic, approaching

Overland.

CUT TO: 118 EXT. SANTA MONICA FREEWAY - NIGHT 118

The grey sedan moves through traffic like a hell-bent

wraith. Reese has the hammer down. He handles the

car with nerves of steel.

Below, Reese's sedan snakes along at 110 plus. The

chopper, F.G., drops toward it.

@PILOT (V.O.)(filtered)Air-unit Two. We're on him.

Westbound Santa Monica at 405.

@SARAHA machine? You mean, like

a robot?

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

windshield.

At that moment a blinding light sears down on them from

above. Reese looks over his left shoulder and sees a

CHP cruiser coming alongside.

@REESEJust a second. Keep your

head down.

The helicopter is right above the, its spotlight burning

on Reese. The cruiser flanks them, closing. Reese peels

off to the right, inches in front of a tractor-trailer rig,

brakes hard and slides into a four-wheel drift through a

curving off-ramp.

The helicopter banks, following.

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

The sedan roars across the street without slowing

DOWN ANGLE - AERIAL past the chopper, F.G., as its searchlight

sweeps over the close-knit treetops.

The sedan skids around a corner, F.G., as the searchlight

filters in shafts through the trees further down the street,

sweeping futility back and forth.

It hovers indecisively, then banks off.

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

@REESEGood cover.(pause)Alright. Listen.

The Terminator's an infil-

tration unit. Part man, part

machine. Underneath, it's a

hyperalloy combat chassis,

mircoprocessor-controlled,

fully armored. Very tough...

He pauses as they slide around another corner.

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

He turns the lights on and blends with traffic.

The helicopter crosses laterally in the distance.

@REESE(continuing)But outside, it's living

human tissue. Flesh, skin,

hair...blood. Grown for the

cyborgs.

@SARAHLook, Reese, I know you want

to help, but...

We spotted them easy. But

these are new. They look

human. Sweat, bad breath,

everything. Very hard to

spot. I had to wait 'til

he moved on you before I

could zero him.

@SARAHHey, I'm not stupid, y'know.

They can't build anything like

that yet.

@REESENo. Not yet. Not for about

forty years.

Reese is driving sedately for a low profile, but his eyes

rove constantly, searching for a place to ditch the car.

Sarah's eyes are alert as well, and her tone becomes a bit

too cool.

@SARAHSo, it's from the future, is

that right?

point of view. I don't know the

tech stuff.

They come to a red light and Reese stops.

Like a shot she unlatches the seatbelt, pulls the door lock

and has the door half open before Reese can react. He catches

her arm and hauls her struggling back into the car.

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

His grip doesn't slacken.

Slowly, without releasing her, he reaches across with his

other hand and shuts the door. His face shows no reaction.

Sarah draws back and stares at the blood running down his

arm from the bite, that at his grim, scarred face. The

light turns green and Reese drives on.

Sarah tastes blood and wipes her mouth.

@REESE(coldly)Cyborgs don't feel pain. I

do. Don't...do that...again.

He wipes his hand on his pants.

ing)Just let me go.

@REESE(slow, but intense)Listen. Understand. That

Terminator is out there. It

can't be reasoned with, it can't

be bargained with...it doesn't

feel pity of remorse or fear...

and it absolutely will not stop.

Ever. Until you are dead.

Sarah slump in utter resignation.

Reese doesn't look at her.

@REESEMaybe. With these weapons...

I don't know.

Reese's car turns into the parking lot of a large hospital,

acres of pavement dotted with sporadic parked cars.

ANGLE THROUGH WINDSHIELD, ON TERMINATOR, as he searches.

Streetlights flare across rhythmically.

CUT TO: 131 EXT. POLICE HELICOPTER - NIGHT 131

It moves between two buildings, searchlight sweeping back and forth. DOWN ANGLE, past the chopper, as the circle of

light moves across a row of parked cars.

It passes a grey sedan with a shattered windshield.

Flicks back. Holds.

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

It looks empty.

LOW ANGLE DOLLY, MOVING WITH REESE AND SARAH as they crawl

behind a row of parked cars.

He has firm hold of her arm but she seems to be cooperating.

In the B.G., the chopper hovers, on the far side of the lot.

Reese approaches the door of a late model brown Buick which

He unlocks it and they slip inside.

CUT TO: 133 EXT./INT. TERMINATOR'S CRUISER - NIGHT 133

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

@DISPATCHER (V.O.)(filtered)Suspect vehicle located at

parking lot, Cedar and Glen-

haven...

FULL SHOT as Terminator's cruiser slews in a radical turn

and roars off in the opposite direction.

Reese uses the butt of the shotgun to smash loose the

ignition assembly. He begins working on the wires. A

police cruiser appears, moving slowly between the rows of

cars.

Reese grabs Sarah and pulls her down to huddle below dash

level. A moment later a spotlight flashes across the seats

above them. They hear the helicopter circling closer.

@SARAHReese...why me? Why does

it want me?

They are lying very close, a forced intimacy. Reese's voice

is an urgent whisper, almost in her ear. A cruiser passes

so close they can hear its radio clearly.

@SARAHTell me. Just start at the

beginning.

Reese musters his thoughts. And starts.

@REESEThere was a war. A few years

from now. Nuclear war. The

whole thing. All this--

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

@REESE(continuing)--everythingis gone. Just

gone. There were survivors.

Here. There. Nobody knew who

started it. (pause) It was the machines.

@REESEDefense network computer. New.

Powerful. Hooked into everything.

Trusted to run it all. They say it

got smart...a new order of intelli-

gence. Then it saw all people as

a threat, not just the ones on the

other side. Decided out fate in a

microsecond...extermination.

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

briefing, quieter.

@REESE(continuing)Didn't see the war. I was born

after, in the ruins. Grew up

there. Starving. Hiding from

the H-K's.

Most of us were rounded up, put in

camps...for orderly disposal.

He pushes up the sleeve of his jacket and shows

her a ten digit number etches on the skin of his forearm.

Beneath the numbers is a pattern of lines like the auto-

matic-pricing marks on product packages.

@REESE(continuing)Burned in by laser scan.(pause)Some of us were kept alive...

to work. Loading bodies. The

disposal units ran night and day.

We were that close to going out

forever...

The helicopter moves overhead. Its searchlight illum-

inates the car interior, moves on. Before the rotor

sound fads, Reese starts the car.

CUT TO: 135 EXT. PARKING LOT - NIGHT 135

Several black-and-whites are moving among the parked

cars, slowly.

ANGLE ON TERMINATOR'S CRUISER rolling along just above

idle. He peers into the row of cars, listening and

seeing on level we can't.

Reese is holding onto Sarah's shoulder tightly.

@REESE(continuing)...but there was one man...who

taught us to fight. To storm

the wire of the camps. To

smash those metal mother-

fuckers into junk. He turned

it around...he brought us back

from the brink. (pause) His name is Connor. John Connor...

your son, Sarah. Your unborn son.

Sarah stared at him.

The brown Buick is F.G. as the nose of Terminator's cruiser

appears behind it, moving slowly.

C.U. - TERMINATOR, scanning.

LOW ANGLE, past the back of the Buick, as Terminator

cruises by. The tailpipe, F.G., puffs quietly.

Terminator's head snaps around.

His eyes lock on Reese's car.

He reaches for his shotgun.

CUT TO: 139 EXT. PARKING LOT - NIGHT 139

Reese's car launches forward from its space, tires

spinning as Terminator fires from the window of the

cruiser.

The rear window explodes and Reese ducks, then cranks

the wheel.

Reese and Terminator race along opposite sides of a

row of cars, approaching the exit.

The cruiser pulls ahead and closes diagonally as they

clear the last car.

Reese sees the other's shotgun leveled.

The windshield and side window EXPLODES INWARD.

The Buick slams into the black-and-white, spinning it into

a parked truck. TIRES SCREAM as the two cars slew around

heading for the exit.

SEVERAL ANGLES, as the police react.

The chopper banks tight and dives across the tops of

LOW WIDE ANGLE, PRECEDING REESE'S BUICK as it hits the

street, accelerating. Terminator's cruiser slides out

behind it, fishtails, races forward.

Engines roar as the cars go flat out. Buildings lining

the street become a blur.

The chopper arcs in behind them.

Legitimate police, lights blazing, enter the pursuit

one by one.

LOW ANGLE, MOVING WITH TERMINATOR'S CAR as Reese dodges

across all lanes ahead of it.

Terminator gaining.

CUT TO: 144 INT. BUICK - NIGHT 144

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

Steer!

Holding the gun is both hands he leans out the window,

still keeping the throttle mashed down.

Sarah grabs the wheel, fighting to control the car.

MOVING WITH THE BUICK, looking back, as Reese aims the

shotgun, buffeted by the windstream.

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

Reese!

CUT TO: 146 INT. BUICK - NIGHT 146

OVER SARAH'S SHOULDER as they approach an intersection...

red light their way and an ALPHA BETA TRUCK entering cross

wise.

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

side...at Reese.

Sarah grabs the shift lever.

DETAIL - SHIFTER, as she slams it into reverse.

CUT TO: 149 EXT. STREET/CARS - NIGHT 149

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

TIGHT ON REESE as the doorpost next to his shoulder is

torn out by the other's blast.

ON TERMINATOR, leaning to see around his shattered wind-

shield. Too late.

He hurtles into the intersection, past the skidding Buick.

Clips the back of the semi.

Spins radically.

Vaults the curb in a screeching front-end roll.

WHIP-PANNING WITH THE CRUISER as it crashes upside-down

through the counter area of an A & W.

LOW ANGLE as Reese and Sarah slide to a stop in a cloud

of tire smoke.

Transmission fluid pours out of the car like blood.

An instant later they are surrounded by an assortment of

LAPD, SHERIFF'S DEPT., and CHP CARS.

The helicopter hovers overhead.

MEDIUM ON SARAH AND REESE, he raises his hands, through

the side window, in plain sight. A phalanx of cops, guns

drawn, approaches the car warily.

Sarah looks at Reese. Then at the cops. She opens the door

and runs, staggering, toward them. Vukovich steps forward

and pulls her away to safety.

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

Two cops approach the overturned squad car jammed into the

wreckage of the small building.

They shine their flashlights inside.

It is empty.

The cyborg has VANISHED.

A sign which reads 'DRIVE IN' detaches from an awning and

crashed down across the crushed auto.

Sarah, huddles in a blanket, is siting on a bench opposite

Vukovich's desk. Motionless. Her eyes are fixed on the

middle distance. She's been crying. Now she's emptied out.

The door opens.

At the sound of the latch Sarah jerks as if struck, and cringes

involuntarily. Vukovich enters with Traxler and DR. PETER

SILBERMAN, a criminal psychologist. Silberman is smooth

of skin and manner, young, ambitious and...fat. He is

enthusiastic about the workings of the human psyche, as

emotionally involved as someone pulling the wings off a fly.

Vukovich sits beside Sarah and hands her a cup of coffee.

...bodies.

Sarah begins to cry again, slowly and very quickly.

Of, God...Ginger...kiddo, I'm so sorry.

Vukovich takes the coffee cup from her as her arms sag and

it starts to spill.

Sarah.

I guess so.

You're a doctor?

Is Reese crazy?

find out.

The room costs five dollars a night and that's steep, but

the FIRE ESCAPE outside the window adds an element of

strategic value.

A silhouette slips in through the window and click on the

single BARE LIGHT BULB.

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

A bloody scarecrow with bullet wounds in stomach, chest,

shoulder and right wrist.

MEDIUM ON TERMINATOR as he sits at a ratty folding table

under the light.

His eyebrows are singed off.

Hair a charred stubble.

Left eyes glistening with imbedded glass shards.

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

He removes the charred remains of his jacket and props.

one elbow on the table.

ANGLE PAST HIS NON-FUNCTIONAL RIGHT ARM, F.G., as he exam-

ines it. He picks up an X-ACTO KNIFE and cuts deeply into the skin of his forearm.

E.C.U. - FOREARM, as he pulls back a large flap of skin to

reveal a complex trunk of SHEATHED CABLES AND HYDRAULICS.

They slide as he moves his fingers.

RESUME MEDIUM, as Terminator uses a rag to wipe away the

blood. With small screwdrivers he begins to patiently dis-

assemble the damaged mechanism around the 12-guage hit.

The room is small, furnished with only a table and two chairs.

Reese, his arms handcuffed behind him, sits opposite Dr.

Silberman. Behind Silberman is a large mirror. A DETECTIVE

leans against the wall.

The year 2027?

Vukovich and Traxler are seated in the dark room, watching

Reese, B.G., through the two-way mirror. Just behind the

glass is a VIDEO CAMERA ON A TRIPOD, aimed at Reese, and

a CART holding a SMALL MONITOR and VIDEOCASSETTE RECORDER.

That's right.

CUT TO: 155 INT. INTERROGATION ROOM 155

4800.

Yes.

Traxler snorts and grins.

Shut up.

@REESE...it had no choice.

The defensive grid was

smashed. We'd taken the

mainframes...

We'd won. Taking out

Connor then would make no difference. Skynet had to

wipe out his entire exist-

ence. We captured the lab

complex. Found the...what-

ever it was called...the

time-displacement equipment.

The Terminator had already

gone through. They sent two

of us to intercept, then

zeroed the whole place.

Sumner didn't make it.

@SILBERMANThen how are you supposed to

get back?

@REESECan't. Nobody goes home.

Nobody else comes through.

It's just him and me.

CUT TO: 158 INT. HOTEL ROOM - NIGHT

E.C.U. - TERMINATOR, in profile, showing his lacerated eye.

He is close to a mirror, practically touching it, staring intently.

MACRO - X-ACTO KNIFE lying on the dresser. Terminator's

fingers lift it. CAMERA TILTS TO FOLLOW as it rises to

his face, holds TIGHT ON left eye.

With a smooth motion the knife point enters the eyeball

and cuts away the ruins sclera and cornea, as well as part

of the damaged eyelids.

He wipes with a rag to clear the electronic eye's vision.

Revealing the faintly glowing lens mechanism, suspended in

a chrome socket by tiny servos.

The eye whirs quietly as it tracks.

Terminator's right hand, its wrist SUTURED crudely, holds

a needle and sewing thread and starts to work on abdominal

wound out of frame below.

He slips a glove over the damaged hand.

A motoring cap over the blistered scalp.

A fresh shirt to hide his body wounds.

This is followed by a new overcoat.

C.U. - TERMINATOR, contemplating his reflection in the

mirror. With the hat pulled down, the collar pulled up,

and favoring his right profile he looks unhurt...though

a bit gaunt and pale.

A turn of his head brings the balefully glowing left eye

in its metal socket into view.

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

FULL SHOT as he goes to the bed and flips up the stained

mattress. He picks up the Remington 12 gauge, the AR-180

and the .38 off the springs and leaves by the fire escape.

TIGHT ON VIDEO MONITOR showing Reese in the Interrogation

Room.

CUT WIDE revealing Sarah, Silberman, Vukovich and Traxler

watching a monitor sitting amid incredible paperwork clutter

on a desk top.

@SILBERMAN(recorded)Why didn't you bring any

weapons? Something more advanced. Don't you have

ray guns?

Traxler, standing in the back, grins and nudges Silberman,

who nods appreciatively.

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

ON SARAH, as Silberman's voice is heard.

@SILBERMAN(recorded)Show me a piece of future

technology.

hostility)You go naked. Something about

the field generated by a living

organism. Nothing dead will go.

thing.

@SILBERMAN(excited)This is great stuff. I could

make a career out of this guy.

You see how clever this part

is...how it doesn't require a

shred of proof. Most paranoid

delusions are intricate...but this is brilliant.

He starts the tape again.

@SILBERMAN(recorded)Why were the other two women

killed?

@REESE(recorded)Most official records were

lost in the war. The computer

knew almost nothing about

Connor's mother. Her name.

Where she lived, just the city.

No scanner pictures. The

Terminator was just being

systematic.

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

tinuing)You've heard enough. Decide.

Are you going to release me?

to me.

rising)Then why am I talking to you?

Get out.

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

begin to shout.

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

@REESE(recorded)You still don't get it.

He'll find her. That's

what he does. All he does...

MEDIUM ON VUKOVICH, gesturing to Silberman, who is near the

machine, to kill it.

tinuing)You can't stop him. He'll

wade through you...

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

yelling.

@REESE(recorded, continuing)...reach down her throat, and

pull her fucking heart out...

The screen goes black.

Vukovich has cut off the tape.

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

@SILBERMANIn technical terminology,

he's a loon.

Vukovich hands her something that looks like umpire's

padding.

@VUKOVICHSarah, this is body armor.

Out TAC guys wear it. It'll

stop a 12 gauge round. This

other individual must've had

one under his coat.

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

@SARAHBut what about him punching

through the windshield?

@TRAXLER(shrugs)Probably on PCP, broke every

bone in his hand and won't feel it for hours. There was this

guy once that...

Vukovich cuts him off with a gesture and sits beside Sarah

on the bench.

@VUKOVICHWhy don't you just stretch out

here and get some sleep. It'll

take your mom a good hour to get

here from Redlands.

@VUKOVICHGo ahead. You're safe. There're

thirty cops in this building.

She lays her head on a wadded up blanket as everyone

leaves the office.

CUT TO: 159A INT. CORRIDOR

Vukovich pauses outside the door, lost in thought. Traxler

studies him for a second.

@TRAXLERWhat?(pause)Ed, come on...the guy's a

wacko.

Vukovich glances up.

Silberman can be seen through a glass partition next to

the bullet-proof glass booth enclosing the NIGHT DESK

SERGEANT'S counter. The Sergeant hits a button and there

is a loud BULL-CLACK. The electric bolt on the security

door opens and Silberman steps out.

As he exits the station, he passes Terminator just coming in the front door. He glances at the pale apparition in cap

and dark wrap-arounds, but goes on.

Terminator approaches the Desk Sergeant who barely glances

up when he speaks.

@TERMINATORI'm a friend of Sarah Connor.

I was told she is here. Can

I see her, please?

@SERGEANTYou can't see here. She's

making a statement.

@SERGEANT(laconically)Look. It's gonna be a while.

You wanna wait. There's a

bench.

Terminator steps back, scanning the booth, the electric

door, the rooms beyond.

He turns and walks out through the front doors.

ANGLE PAST DESK SERGEANT, F.G. - ON FRONT DOORS, the officer

is absorbed in paperwork, not watching as a pair of lights

get BRIGHTER outside the doors. RAPIDLY. He glances up

at the last second as the glare falls fully on him. CRASH!

Several cops and late night loiterers scatter as a car

smashes into the foyer. It blasts through the sergeant's

booth, crushing him in the wreckage.

Sarah, lying on the couch, jerks awake as the crash

REVERBERATES through the building. She sits up, bleary-

eyes.

Through the hole in the splintered wall we see Terminator

leap out of the car.

He vaults the hood and smashes through the debris of the

wall.

Leaps to the corridor floor in a shower of plaster fragments.

He brandishes the AR-180 like a pistol in one hand, the

The shotgun dangles at his side on a shoulder sling.

LOW ANGLE DOLLY, preceding him as he starts down the

corridor.

ANGLE ON LOUNGE DOORWAY as TWO COPS run into the hall,

one carrying a cup of coffee.

Terminator fires a burst from the assault rifle.

ANGLE ON COPS - They are flung backward in a spray of

coffee and plaster.

Sarah is alert now with growing alarm. The sound of

GUNFIRE is faint...but unmistakable. Her expression

shows the dawning certainty of what is happening.

CUT TO: 164 INT. DIVISION HQ/CORRIDOR 164

Terminator steps over the bodies of the two cops without

breaking stride.

OVER HIS SHOULDER, MOVING WITH HIM as he walks down the

Kicks it in.

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

ANGLE ON TERMINATOR raising the AR-180.

165/FX INT. DIVISION HQ/OFFICE - TERMINATOR'S POV 165/FX

In computer-enhanced vision we see the cop dash around a

corner in SLOW MOTION. As he disappears behind the wall

an ANIMATED OUTLINE OF HIM is still visible...a PROBABILISTIC

EXTRAPOLATION OF HIS MOTION. There is a target cross-

hair following the figure.

CUT TO: 166 INT. DIVISION HQ/OFFICE - BEHIND WALL 166

The wall erupts with a volley of shots beside the running

cop and he is flung OUT OF FRAME.

Shots are echoing in the hallway as Vukovich whips open

the door, startling the hell out of Sarah.

Leaving her alone.

She flinches as more SHOTS SOUND. CLOSER.

Terminator rips the cover off the station's main electrical

incoming line and feeds it directly into the lighting

circuit.

All down the corridor the overhead fluorescent units

explode, showering sparks and glass.

The building is plunged into darkness.

Arcs SPUTTER and FLARE, lighting the corridors strobo-

scopically.

Sarah's terror skyrockets when the ceiling lamp explodes

and the office goes black.

Through the smoke and emergency spotlights Terminator moves

forward, inexorably.

A door behind him opens. A COP fires, hitting him in

the shoulder. Terminator fires straight-arm with the .38

without slowing, killing the cop, then fires down the

corridor with the assault rifle.

Traxler leaves the other detective to guard Reese, who is

still handcuffed to the chair.

Watch him.

The door closes.

An instant later a chair smashes over the detective's

back, just as he is turning toward his prisoner.

Reese is on him, scrabbling for the keys.

Traxler is running down the hall through smoke and the

wild strobing of electrical fires as Vukovich steps

out of an armory room. He tosses Traxler an M-16 and

they run on.

CUT TO: 171 INT. MAIN CORRIDOR 171

Terminator stops before another door. He BLASTS the lock

with the riot-gun. Flings open the door, scanning.

Moves on.

He is hit twice, chest and leg.

Firelight flickers from an office doorway as he passes.

Sarah scrabbles for a place to hide in the darkened room

but it's so tiny. Behind the desk. She crouches unable to

believe she has awakened into the same nightmare.

ANGLE ON DOOR as it splinters open and Terminator stands,

Terminator sprays the room.

Starts to reload.

Vukovich edges open a door and fires half a clip into

Terminator's back. His eyes bulge as the intruder turns,

slamming a clip into his rifle and calmly fires two rounds.

Traxler drags Vukovich's body back inside the room.

MEDIUM ON SARAH, her teeth are chattering with fear as

SHOTS echo nearby. There is the RHYTHMIC THUNDER of the

shotgun, rattling AUTOMATIC FIRE, SCREAMING, and the sound

of RUNNING FEET. Getting closer.

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

Smoke begins to seep under the door.

DETAIL - DOORKNOB rattling as it is tried from outside.

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

as SHOTS sound.

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

FULL ON DOORWAY - The door bangs open and a figure stands

silhouetted in the smoky hallway, holding a pistol.

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

FULL SHOT - She scrambles out from beneath the desk and runs

to him in the thickening smoke.

CUT TO: 177 CONNECTING OFFICES 177

PANAGLIDE FOLLOWING REESE AND SARAH as they cross the

corridor and move through a series of offices, doubling back toward the main entrance.

Sarah and Reese move rapidly through the smoke.

Gunfire sounds nearby. They pass bodies.

VUKOVICH (V.O.)(weakly)

Reese!

They find the Lieutenant propped in a corner, dying.

Reese bends toward him.

Vukovich holds out his custom Colt Python .357.

Reese snatches the gun and the keys and runs on.

C.U. - VUKOVICH watching them go.

FAST PANAGLIDE PRECEDING TERMINATOR as he runs through

the smoky rooms. A fire is burning, lighting everything

a flickering orange.

He emerges onto a landing through a side entrance. PAN

to follow his line of sight as he snaps the AR-180 to

his shoulder. B.G. a BLUE VOLKSWAGEN RABBIT is roaring

away across the parking lot.

TIGHT ON TERMINATOR aiming carefully. He pulls the trigger.

It clicks...empty. Slowly he lowers the scope-sight from

his eye and watches them go.

Terminator limps down the steps from the landing and walks

away as the fire spreads behind the windows of Division

Headquarters.

DETAIL - GAS GAUGE, it reads EMPTY.

The Rabbit is stopped on the shoulder of a two lane

secondary road winding through the hills north of L.A.

Reese is fishing objects out of the car's trunk and

handing them to Sarah, who holds a flashlight.

He hands her a blanket, some road flares, and a first

aid kit. Then he slams the trunk. Reaching through the

side window, he turns the wheel and pushes the car off

the shoulder, over the embankment.

DOWN ANGLE INTO RAVINE, past Sarah and Reese, as the car

trundles down crashing through the underbrush to dis-

appear among the trees.

Reese looks out across the valley and the lights of L.A.

A helicopter circles in the distance, searchlight on.

CUT TO: 182 INT./EXT. DRAINAGE CULVERT - NIGHT 182

ANGLE LOOKING OUT from the mouth of an enclosed concrete

storm drain that passes under the road. Reese, followed by Sarah, trudges down the slope and ducks inside.

They both hunker down with their backs to the concrete,

facing each other.

They look beaten, grimy, exhausted.

She huddles under the blanket, waif-like.

She sits beside him and they wrap their arms around each

@SARAHKyle, what's it like when you

go through time?

@REESEWhite light. Pain. Like

being ripped inside out...

slowly. Like being born,

maybe.

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

In the beam of the flashlight her hand is glistening

with blood.

@SARAH(incredulous)Caught one? You mean you

got shot?

Reese shrugs.

Sarah sits up and turns toward him.

@SARAHForget it? Are you crazy?

Let me see it.

Sarah opens his jacket and the flashlight beam shows his

shirt bloodsoaked at the shoulder.

@SARAH(continuing)Jeez. You idiot. Take

this off.

She cradles the flashlight between her knees and opens

wound)See. Missed everything.

Passed through the meat.

Sarah starts swabbing the flesh wound.

@SARAHThis is gonna make me puke.

Talk about something.

@SARAHJust talk. Tell me about

my son. Is he tall?

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

@REESEAbout my height. He

has your-- (winces) ...damn...he has your

eyes.

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

to work.

strength. You'd die in a

second for John.

@SARAHWell, at least I know what

to name him. I don't suppose

you'd know who the father is?

So I don't tell him to get

lost when I meet him.

@REESEJohn never said much about

him. He dies. Even before

the war...

@SARAH(interrupting)Stop! I don't want to know.

Hold still. So...it was John

that ordered you here?

@REESEIt was an honor. A chance

to meet the legend. Sarah

Connor. Who taught her son

to fight...organize, prepare.

From when he was a kid. When

you were in hiding, before

the war.

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

@SARAHYou talk about things I haven't

done yet in the past tense. It's

making me crazy. I can't think. (pause) Are you sure you've got the

right person?

Reese appraises her coldly.

@SARAHCome on, me? The mother

of the future? Am I tough?

Organized? I can't even balance my checkbook. I cry when I see

a cat that's been run over...

and I don't even like cats.

She pulls the bandage tight with a knot.

@REESEOw! No, it's okay. It's

better tight.

@SARAHAnd anyway, what do I know

about guerrilla warfare?

@SARAH(angry)Look, Reese, I didn't ask for

this honor and I don't want it.

Any of it.

@REESEJohn gave me a message for

you. Made me memorize it.

'Sarah"...this is the message...

'Sarah, thank you. For your courage through the dark years.

I can't help you with what you

must soon face, except to tell

you that the future is not set...

there is no such thing as Fate,

but what we make for ourselves

by our own will. You must be

stronger than you imagine you

can be. You must survive, or I

will never exist.' That's all.

Sarah stares at him as the enormity of it all becomes real

to her. Reese moves his arm, testing the bandage.

He rebuttons his shirt and they return to the warmth-

conserving embrace. Sarah gazes out the entrance, into

the night.

Kyle watches the helicopter circling far in the distance.

@REESEAlright.(pause)You stay down by day, but at

night you can move around.

The H-K's use infra-red so you

still have to watch out.

But they're not too bright.

John taught us ways to dust them

them. That's when the infiltra-

tors started to appear. The

Terminators were the newest,

the worst...

During his monologue we have PANNED into the darkness outside

and to the helicopter, which flies OUT OF FRAME, leaving

black. A ROTOR ROAR fades up.

183/FX EXT. CITY RUINS, 2029 - NIGHT 183/FX

Black sky. Stars.

With a roar an AERIAL PATROL CRAFT enters close overhead.

It has flashing red and blue lights and powerful search-

lights which stab down.

to a vista of moonlit devastation.

White ash blows in drifts among fire-gutted ruins.

Blackened bones lie everywhere in heaps.

Searchlights sweep the night.

Another aerial unit hovers several blocks away, firing

tracers into the ruins.

CUT TO: 184/FX EXT. RUINS/STREET - NIGHT 184/FX

as a gleaming chrome H-K grinds through the debris of the

shattered street on its tank-like tracks, crushing burnt

skulls.

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

buildings.

Its hydraulic arms are folded, mantis-like, against its

'torso'. After it passes a number of human figures dart

from shadow to shadow, B.G.

Reese is among a SQUAD OF MEN in black fatigues, carrying

equipment and energy rifles, who enter a debris-littered

tunnel.

PANAGLIDE WITH THEM as they trot through a labyrinth of

tunnels, pass several guard-posts. Reese has a GERMAN

SHEPHERD on a short leash.

CUT TO: 186 INT. PARKING STRUCTURE - NIGHT 186

The platoon enters a cavernous chamber, an old parking

structure, in which a large group is gathering.

As the entrance, ARMED SENTRIES with dogs are passing in

new arrivals: men wearing mismatched uniforms or rags and

carrying all types of weapons from lasers to shotguns.

Weapons are left at the sentry post.

He walks along a row of CARS, models from the eighties and

nineties, now stripped, rusty and modified to carry weapons.

There are conventional military vehicles as well.

He passes several family groups.

Its glow bathes them.

REVERSE ANGLE reveals that the set has been gutted and a

small cookfire crackles inside the shell.

Nearby a kid has a LARGE RAT cornered and is whacking it

with a stick.

Reese pauses at the end of the row of vehicles and unsnaps

a pocket in his tunic, removing a small paper rectangle,

a worn photograph.

C.U. - REESE, gazing down. His head snaps around at the

sudden sound of BARKING.

ANGLE ON SENTRY POST as the dogs go crazy.

An innocuous, RAG-DRESSED MAN flips back his poncho to

reveal a powerful PLASMA-RIFLE. He opens FIRE, running

forward. ENERGY BOLTS rip into the crowd.

MOVING WITH REESE, running toward the Terminator.

RAPID CUTS:

Beams sear the darkness.

A running CHILD is BURST by a plasma hit.

ANGLE ON REESE running. He levels his energy-rifle and

starts firing. A powerbolt grazes his cheek, EXPLODING

a support column behind him. Part of the ROOF COLLAPSES

as Reese tumbles.

Everything is lit as if by lightning.

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

Impressions implode on him: running feet, flashes, energy

beams raking the ground leaving molten worm-tracks, scream-

ing, a burning dog howling.

DETAIL - The picture Reese has been looking at has fallen,

forgotten. It catches fire and starts to curl. Before

the image vanishes we see that it is a picture of Sarah.

Reese looks up.

A figure looms above, a silhouette in the smoky, hellish

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

and groans.

In the distance a dog is barking.

Reese, still holding her, lightly lifts her hair from her

face. An uncharacteristically tender gesture. He gently

caresses her cheek with the backs of his fingers. When

Sarah looks around, momentarily disoriented. Looks up at

Reese.

Reese extricates himself from her and steps out of the

culvert.

Sarah groans as she straightens her legs.

@SARAHYour world...it's pretty

terrifying.

Sarah catches up to him just as he is about to try and

stop an approaching car. She pulls his gun hand down with

both of hers.

She hold out her thumb to passing traffic.

Reese watches this incomprehensible ceremony skeptically.

Reese and Sarah are crammed into the cab of a beat-to-hell

PICKUP TRUCK with the DRIVER, obviously a surfer. Laid-

back, long-haired and well-tanned.

Reese glowers and watches the scenery through slitted eyes.

@DRIVER...and when it breaks right

off the point they get some

pretty rad tubes up there.

Not awesome, but I mean, worth

the drive, if you're hardcore

like me.

@DRIVERYou from back East of

something?

@DRIVERWhoah. I hear that.(pause)Listen, I had a rough

night. I gotta stop and

bag some Z's.

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

The gas station is like an oasis of clutter in a rolling

stretch of meadows and woods. It consists of a bunker-

like building with restrooms and a flanking PICNIC AREA,

beyond which are WOODS.

People sit under the trees, enjoying the beautiful day

while children tear around after the forced inactivity of a long trip.

@DRIVERYou can still ride if

you wanna hang out for a

couple hours.

She heads for the WOMEN'S RESTROOM and Kyle follows her

inside.

Instead of following her directions to the Men's Room,

Kyle wanders toward the drinking fountain. A bunch of

kids are running around and throwing water at each other

with paper cups.

Reese shambles through them like a zombie.

He stands among the children, an alien in this land without

fear. He watches people at picnic tables laughing and

listening to portable music. Kids squeal. Dogs bark.

LITTLE GIRL (V.O.)Can you get my balloon?

DOWN ANGLE on an achingly beautiful LITTLE GIRL of about

four. She points above his head.

Reese looks up to see a helium-filled mylar balloon stuck in

the foliage of a tree just above him. He pulls it down by

the string and holds it, turning it over dully.

He crouches down to her eye-level. She smiles.

@REESEAren't you afraid to be out in

the open like this?

Reese whirls reflexively at a SCREAM behind him. The

mylar balloon bursts in his tense hands. A teenage girl

is being doused with water by the boys with plastic jugs. The little girl looks at the broken balloon, then glares

at Reese. She punches him soundly on the shoulder and

storms off.

At this moment she is bowled over by an IRISH SETTER that

licks her face while she shrieks with laughter.

Reese seems about to smile but doesn't quite know how to

go about it.

Sarah is talking on an open pay phone.

@SARAH...I know, Mom. This is the

soonest I could...I know.

Mom...Mom, I can't talk long.

No, I'm okay. (pause) I was on TV? Really? (pause) Oh no, I hate that picture...

why didn't you give them my

graduation picture? (pause) I'm okay, really. Listen, I

want you to pack some stuff

and go up to the cabin for a

few days. Just don't...no,

don't ask any questions.

Just do it. I gotta get

going...gotta go. Bye, bye.

Sarah has been idly leafing through the DIRECTORY. On

a whim she looks up something.

She freezes for a moment when she finds the listing.

Then with a triumphant expression she rips the page out

of the book.

Sarah is sitting at a table under a tree, lettering

something with a lipstick on a cardboard box-flap.

E.C.U. - SIGN, as the last letters are finished.

It reads:

FULL ON SARAH as she retracts the lipstick and leans

across to hand it to a girl at the next table.

Sarah looks up, startled to see him standing beside her.

Sarah point to the directory page lying on the table.

Sarah's finger points to a listing which reads:

18144 El Camino Real, S'Vale

She looks smug.

Corporation?

@SARAHDidn't you say that they're

going to develop this

revolutionary new thing...

@SARAHWhatever...they become the

hotshot computer guys so they

get the job to build El Computer

Grande...Skynet...for the

government. Right?

@REESE(uneasy)That's the way it was told

to me.

@SARAHWell, we're gonna uninvent the

bastard. Eighty-six it. We'll

blow up the place...burn it

down. Something.

@REESE(very cold)Tactically dangerous. We

lay low.

@SARAHReese. Think it through.

We can prevent the war.

Nobody else is gonna do it.

If we go to anybody official

we wind up back in jail and

then that walking cuisinart

has got us again. We have to

so it ourselves.

his manner)Listen. Understand. I'm

not a military objective, Reese. I'm a person...

You don't own me.

Reese takes her arm and pulls her to her feet.

She jerks her arm free. He reaches for her again but

she outdistances him, running.

She dashes down a footpath among the trees, clutching her

sign. Reese follows her into the woods.

CUT TO: 193 EXT. WOODS/CLEARING - DAY 193

Only a few yards from the picnic area, the woods take over

completely.

as she runs down the path.

Reese tackles her from behind and they fall together in

the long spring grass.

She struggles violently to get away.

She gets one arm free and whacks him hard in the face.

Reese reacts instinctively, leaping back in a defensive

crouch. Sarah freezes when she sees the .357 in his

hand.

angry)Oh, that's real smart.

Go on, shoot me. That's

brilliant.

Reese is trembling as he lowers the gun.

Sarah too is shaking with emotion. Tears roll down her

cheeks and her voice cracks.

you see I'm scared?

He straightens up and his arms go limp at his sides.

He turns away.

@SARAH(continuing)I can't spend my life waiting

for that thing to catch up

with me...always looking over

my shoulder, wondering if I

left some tiny clue behind...

Reese doesn't respond.

The gun slips from his fingers.

His will seems to drain from him and he sags to his knees.

The moment stretches.

There is only the sunlight moving in shafts through the

leaves, the sound of a small stream nearby, birds chirping.

She crawls over to him.

in profile, with Sarah in B.G.

His eyes are closed.

A tear meanders down his cheek.

@REESE(a whisper)I'm wrong here. I wasn't

meant to see this...

He gestures at their surroundings.

@REESE(continuing)It's...like some dream.

This...this...

He touches the grass, the trunk of a tree.

@REESE(continuing)...and you...all so...beauti-

ful. It hurts, Sarah. More

than death.

He looks are her beseechingly.

@REESE(continuing)Don't you understand...it's

all gone!

Sarah puts her arm around him.

She sniffs and wipes at her nose with the back of her hand.

@SARAHWe can change it, Kyle. We

have to try.

She takes his shoulder in her hands.

@SARAH(continuing)There's no fate but what we

make for ourselves. Right?

Come on. Let's go, kiddo.

Whaddya say?

He picks up her sign and they look at each other for a

second, then get up.

Terminator sits in his room with the blinds drawn tight.

Murky. Claustrophobic. With knife-slits of hot sunlight.

sitting on the edge of the bed.

His appearance isn't improving.

A patch of SCALP is blown away, revealing CHROME underneath.

A flap of skin dangles from his cheek, which exposes some

of the DRIVE CABLES which move the lips.

He is scanning Sarah's address book, turning a page every

two seconds.

his eyes tracking rapidly. His skin is waxy, WHITE, BRUISED,

GANGRENOUS in places. He ignores the FEW FLIES crawling

on his face.

CUT TO: 194A/FX POV - TERMINATOR 194A/FX

Showing Sarah's book.

In microseconds the handwritten entries are translated

into CRT-type characters and displayed to one side of the

screen. This updates instantly as the page is turned.

A MIDDLE-AGED MAN with a torn T-shirt covering his paunch

knocks on the door. He is wheeling a trash cart.

@MANHey, buddy, you got a

dead cat in there of what?

as he looks up.

197/FX POV - TERMINATOR 197/FX

The digitized image PANS to the door and a LOGIC-FLOW

DIAGRAM appears overlaid in color-coded words. It con-

cluded with a list of potential appropriate responses:

YES/NO

The last begins to FLASH, and enlarges to fill the screen.

198 RESUME ANGLE

He returns to his scan.

The man shrugs and walks down the hall.

The two fugitives walk toward an economy motel of the

two-story park-by-the-door variety.

Sarah turns to wave as a TRACTOR-TRAILER pulls away noisily,

heading back to the Interstate. The driver answers her wave

out the side window. Reese stops for a moment outside the

motel office to pet a GERMAN SHEPHERD sitting on the porch.

The dog wags its tail and licks his hand.

Reese opens the door and they go in.

Reese pulls a crumpled wad of bills from his jeans and shows

it to Sarah.

@SARAHYes. And I don't want to

know where you got it.

She turns to the desk clerk, a female version of the pawn-

shop lizard.

@SARAH(to clerk)We need a room...with a

kitchen.

Kyle and Sarah enter the spartan room.

@SARAHI'm dying for a shower. You

could use one too. And we'd

better check that bandage.

@REESELater. I'm going out for

materiel. Keep this.

He hands her the .38 he took off the detective.

She takes it without thinking as he leaves then realizes

that she has A LOADED GUN IN HER HAND, without the slightest

idea of how to use it. She lays it gently on the dresser.

As an afterthought, she turns it with one finger so that it

is pointing the other way.

Sarah moves the curtain slightly and looks outside.

Reese walks away toward a commercial area visible down the

road.

Sarah is on the phone, her hair still wet from a shower.

She sits on the bed with a towel wrapped around her.

where I am. I was told not

to say.

@SARAH'S MOM (V.O.)(filtered)But honey, I need to know where

I can reach you or I'll be

worried sick. It turns out I

can't stay up here...the

electricity's off...and I don't

know just where I'll be.

Sarah hesitates, then:

@SARAHOkay, here's the number. Are

you ready?

SARAH'S MOM (V.O.)(filtered)Go ahead.

CUT TO: 205 INT. MOUNTAIN CABIN - NIGHT 205

SLOW PAN around the room as the conversation between Sarah and her Mom continues, completely VOICE OVER.

SARAH'S MOM (V.O.)(filtered)I got it.

The PAN continues, revealing an overturned chair.

@SARAH (V.O.)(filtered)Okay, I've gotta go. I'm

sorry I can't tell you very

much now, Mom. I love you.

The PAN comes to a table. Smashed plates. Spilled coffee.

A spatter of blood. A phone. It follows the phone cord

onto Terminator in CLOSE-UP as he continues in a perfect

simulation of her mother's voice...

TERMINATOR (MOTHER'S VOICE)I love you too, sweetheart.

Terminator rapidly dials the number Sarah gave.

TERMINATOR (HIS VOICE)Hello.(pause)Tell me your address there.

covering the counter beside the hot-plate in the tiny

apartment.

Reese's hands split one open and its contents spill out. FULL SHOT

Sarah looks through Reese's haul.

@SARAHLet's see. Corn syrup.

Ammonia. Moth balls...

Mmm. What's for dinner?

There are also boxes of shotgun shells, road flares, tape,

scissors, pans, a strainer and many other odd utensils,

substances, chemicals.

@REESENitroglycerin, basically.

Bit more stable. I learned

howto make it when I was a

kid.

Sarah looks a bit stricken as she contemplates the evening

ahead.

The dashlight illuminated Terminator from beneath as he drives

through the night. He looks like Death. His left eye

glows a faint red in the darkness.

A heartwarming domestic scene.

Sarah and Kyle have pulled the dresser out to use as a

worktable. Pans, packages and bottles clutter the kitchen,

B.G. On the table between them are eight ten-inch lengths

of PLUMBER'S PIPE, threaded each end. Kyle is showing

Sarah how to tamp the HIGH-EXPLOSIVE PUTTY into the pipe

bombs and seal them shut.

@REESEMake sure there's none on the

threads, like this. Now screw

the end-cap on...very gently.

hood.

@REESEThat's good. Now, seven more

like that while I make fuses.

@SARAHI was thinking, there's so

much I've got to show you

when we get through this.

It's mind boggling, the pos-

sibilities...Disneyland, the

beach, movies...matinees with

popcorn and foot-long hot dogs...

@SARAHI want to buy you a hot dog so

bad,Kyle...all the things you've

never seen and done. You're here,

but wherever you go, and whatever

you touch, you bring the war with

you.

@SARAHI want it to be over for me too.

I feel like I slipped over some

invisible line, that I'm in your

world now. Everything's the same,

but I see it differently.

It's like, there's you and me,

and him...but nobody else can

understand or help or even touch

us.

Reese looks up and finally catches her gaze. He reaches

out for her hand and it seems he may be taking it to

comfort her.

But he turns her wrist to read her watch.

@REESEWe'll head out at 0200.

That gives you four hours

to sleep if you want. I'll

finish.

ANGLE ON TABLE - The bombs are neatly ranked, finished.

A nylon satchel lies nearby. The mess is cleaned up.

WIDE SHOT reveals Reese sitting in silent vigil at the

window. The room is dark, lit only by a streetlight

outside.

Sarah is asleep on the bed.

Reese sits cross-legged, shirtless, his body held rigid.

The image of discipline. The .357 is held loosely in one

hand on his lap. There is a fresh bandage on his shoulder.

Sarah wakes up and goes to him in the darkness. He looks

at her for a moment as she sits beside him, then back outside.

@REESEProbably. Sarah, if I get

zeroed...

@REESEIf I do, you have to get away,

disappear without a trace.

Different country, different

name, everything. In case they

send another one.

@SARAHIt'll never be over, will it?

Look at me, I'm shaking.

Some legend, huh? You must

be pretty disappointed.

Several beats before Sarah speaks again. Her eyes seem

luminous in the dark.

@SARAH(softly)Kyle, the women in your

time...what were they like?

@SARAHThat's not what I meant.

Was there someone special?

He looks away, outside the window

Sarah studies him for a moment.

She's sitting slightly behind him and she puts her hands

on his shoulders and back, tracing the lines of his scars

with her fingertips.

@REESEPain can be controlled.

You disconnect it.

Reese takes a long, slow breath before he answers, and when

he does his voice has a new quality, an unfamiliar tenderness.

@REESEJohn Connor gave me a picture

of you once. I never knew

why. It was very old. Torn.

Faded. You were young, like

you are now. You weren't

smiling...just a little sad...

I always wondered what you were thinking at that second.

He closes his eyes, reaches toward her. His fingertips

@REESE(continuing)I memorized every line, every

curve...

He opens his eyes, looking right at hers.

@REESE(continuing)Sarah, I came across time

for you. I love you.

I always have.

Sarah is quietly overwhelmed.

Reese looks away.

@REESE(continuing)I'm sorry. I shouldn't

have said...

She leans forward and kisses him.

His face is frozen. A mask.

She continues, tenderly.

He begins to respond.

The dam breaks and he holds her in a tight, trembling

embrace, clinging to her like life itself.

She kisses his neck and chest, tracing his scars with

her lips.

He unbuttons her blouse very slowly.

Sarah guides his powerful hands over her.

Sarah, a very close angle, as she grimaces in divine agony.

Reese, his face rapt.

His hand, clutching the pillow as if to kill it.

It is explosive, torrential. A confluence of fate and will.

CUT TO: 212 INT. MOTEL ROOM/LATER - NIGHT 212

TIGHT ON SARAH AND REESE in each other's arms. Lying

across his chest, she surveys his face as his eyes close drowsily.

Sarah's hand moves OUT OF FRAME. After a moment Reese

looks down, puzzled.

doggedly)You'll beg for mercy in

a second.

Reese seems unperturbed. Finally he begins to squirm.

Now Reese is becoming desperate. A grimace spreads across

his face. It becomes a grin. Then he's laughing, trying

to escape but she won't let him, and they collapse, laughing

together.

Sarah gazes at his grin, a glimpse of the Reese that might

have been, in another life.

A moment later the grin vanishes at the sound of dogs barking

outside.

Reese is off the bed in an instant, crouched tense, eyes

alert. Feral as ever.

The German Shepherd, barking furiously, LUNGES TOWARD

CAMERA repeatedly, at the end of a chain.

A dark figure moves by in the F.G., out of the dog's reach.

214/FX INT./EXT. MOTEL/TERMINATOR'S POV - NIGHT 214/FX

The digitized view is image-intensified, bright and stark

as a lunar landscape. PAN OFF the lunging dog to the row

of rooms facing the parking lot.

HANDHELD as we approach the doors.

It is WIDE ANGLE and the barrel of the AR-180 is visible at

the bottom of FRAME.

The nearest vehicle parked in front is a LARGE PICKUP TRUCK

WITH TWO DIRT BIKES lashed in the bed, seen prominently as

we pass.

The POV approaches a door. Number 14.

The door is KICKED OPEN.

Moving inside.

The assault rifle sprays the room, exploding the indistinct

forms on the bed. Staccato glare. Approaching the bed.

Nothing there put the shredded remain of sheets and pillows.

The POV shifts to the BACK DOOR, which is ajar, and moves

toward it. Through the door. Revealing an EMPTY YARD.

Reese is under the dash, playing with the wires.

Sarah lies on the seat, clutching the nylon satchel, which

bulges with the explosive charges. She has dressed hastily

and is barefoot.

Sarah has been holding a BIC LIGHTER near the tip of a fuse.

She thumbs the flame on. The fuse catches as Reese twists

Terminator spins at the sound of the truck engine catching.

FAST PANAGLIDE WITH HIM as he runs the

length of the suite, stops outside the front door.

Whips the AR to his shoulder.

The truck is BACKING WILDLY across the lot B.G.

Terminator turns, looking into CAMERA as a SIZZLING SOUND

becomes audible.

DETAIL - PIPE CHARGE, lying just inside the door, in the

shadows. The fuse is burning.

WIDE SHOT - On doorway, from the parking lot, as Terminator

takes two leaping strides forward and the CHARGE EXPLODES.

The front of the building is BLOWN TO KINDLING.

Terminator is flung forward by the blast.

PANNING RAPIDLY as the truck shoots out of the parking lot

and tears down the street.

Terminator lies face down, motionless, F.G., as the debris

from the blast settles. A YOUNG GUY ON A HONDA 750 crosses

the parking lot and stops near him, running forward.

MOVING WITH TERMINATOR as he shoves the cyclist aside and

219/FX PARKING LOT/TERMINATOR'S POV - NIGHT 219/FX

Digitized POV, approaching the cycle. The image reduces

to GRAPHIC OUTLINES, with separate systems COLOR-CODED.

It breaks down suddenly into individual SIDE, TOP and PLAN

VIEWS. All in less than four seconds.

Reese slides the truck into an ON-RAMP and guns in onto the

freeway, burying the throttle. Traffic is light...a few

18-wheelers. The truck tops out at 110 and he holds it.

They flicker rapidly through pools of light and shadow.

ANGLE OVER REESE'S SHOULDER as they hurtle forward. An

interchange flashes by in an instant.

PACING WITH THE TRUCK, looking back as a single headlight

arcs radically across all lanes behind them and grows

LOW WIDE ANGLE preceding Terminator on the bike. He is

tucked, getting as much speed as possible out of the 750.

As he GAINS ON THE CAMERA, FILLING FRAME, he unslings the

assault rifle. Raises it against the windstream in a one-

handed pistol grip.

Reese motions Sarah to keep her head down. He pulls the

Colt Python from his coat pocket. Steering with his elbows,

he checks the load. Snaps the cylinder shut. Glances in

the rear mirror. Turns the wheel.

WIDE ANGLE, following close to Terminator, as he closes on

the pickup, B.G. The truck swerves suddenly, diving around

a TRACTOR-TRAILER. Terminator leans hard to follow.

LOW WIDE ANGLE preceding the pickup and Terminator as they

swerve as high speed. Reese uses the slow semis as static

obstacles. He misses them by inches, TIRES SQUEALING.

ANGLE OVER SARAH'S SHOULDER, through the front window as

the back of a SEMI-TRAILER hurtles toward them, straight ahead.

HIGH ANGLE, following both vehicles as Reese feints RIGHT

and then skids LEFT. He slides toward the trailer in a

FOUR-WHEEL DRIFT as Terminator commits to the right.

M.C.U. - TERMINATOR, over the barrel of the AR, as he FIRES.

SIDE ANGLE - PASSING TRUCK-TRAILER, bullets strafe across

it as the pickup vanishes behind. Terminator skids the

bike, barely missing an abutment, and is forced onto an

LOW SIDE ANGLE preceding Terminator as he roars down the

off-ramp without slowing. Runs the red light at the bottom

as a hundred miles an hour. Climbs the ON-RAMP.

Sarah is buffeted as Reese fights to control the skidding

truck. The angle is past Reese, F.G., on Sarah.

Terminator appears B.G., converging rapidly as the on-ramp

joins the freeway.

She slides over him while he keeps the hammer down.

Reese is out the window to the waist, aiming double-

handed. He FIRES. ONCE. TWICE. AGAIN.

They enter an interchange. Ahead lies a LONG, SWEEPING

CURVE, two lanes wide and elevated.

Terminator rocks back from a round between the eyes that

bares metal, the FIRES.

Bullets rake the pickup.

The windows are blown out.

The side mirror explodes.

Reese is hit. Drops the .357.

Sarah reaches across and pulls Reese's limp body back

inside. He slumps on the seat, moaning. Stunned.

He has a bullet in the chest. Another has broken his arm.

Sarah feels all hope recede.

CUT TO: 227 EXT. FREEWAY - NIGHT 227

Terminator crosses behind the truck, coming up on Sarah's side.

He FIRES.

Sarah shrieks as the doorpost next to her head CLANGS WITH HITS.

The short burst EMPTIES THE GUN.

It CLATTERS TO THE PAVEMENT a moment later, discarded.

Terminator draws the .38. Takes aim.

Sarah SCREAMS. HITS THE BREAKS HARD. CRANKS THE WHEEL.

GLASS behind her EXPLODES with gunfire.

SWERVING VICIOUSLY the truck SLAMS THE BIKE, sending it

FLYING INTO A GUARDRAIL. Terminator goes over the handle

bars at a hundred miles per hour.

Sarah fights the wheel, losing control of the slewing pickup.

Terminator hits the pavement, tumbling, rolling, sliding

with a CHATTERING SCREECH and spraying sheets of SPARKS

as flesh strips away and steel screams on concrete.

The pickup SWAPS ENDS violently, smashing into the guardrail.

Terminator hits the guardrail, bounces up, tumbles along the

top and then pitches OUT INTO SPACE.

Terminator smashes to the pavement in the middle lane and

lies there, face-down. Still.

Sarah is slammed hard as the truck grinds to a stop against

the guardrail. She checks Kyle. He is barely conscious.

Sarah heaves open the door. Runs to the guardrail. Looks down.

CUT TO: 232 EXT. LOWER FREEWAY - NIGHT 232

After a long moment Terminator slowly rolls over and sits up. LOW ANGLE as he rises into FRAME, a mass of blood. Clothing

and skin in tatters.

HEADLIGHTS FLARE behind him and an AIRHORN BLARES.

FULL SHOT as a DOUBLE-TRAILER KENWORTH GASOLINE TANKER smashes

him down and under with a METALLIC CRASH.

ANGLE UNDER TANKER as Terminator rolls, clattering, and the

mass blurs above him. He RICOCHETS between the pavement and

the speeding undercarriage until a stray bounce flings him

up into the rear suspension.

at the railing, looking down. She raises one fist into

the air triumphantly.

Alriiight!

The stunned DRIVER hits the brakes. His PARTNER grabs

his arm.

Don't stop.

They lock eyes for a moment.

I have to, man.

Terminator clings with inhuman strength to the rear suspen-

sion. The pavement blurs by beneath him. The air brakes

howl.

CUT TO: 236 EXT. FREEWAY OVERPASS - NIGHT 236

Sarah watches the truck roll on without leaving a body

in its wake.

She feels a premonitory dread.

Beneath the braking semi, Terminator CRAWLS UPSIDE DOWN,

hand over hand like a HUMAN FLY, toward CAMERA. The

left eye GLOWS LIKE A COAL in the dark. As the pavement

stops beneath him he drops off and rolls out from under

the truck.

The driver looks around in astonishment as his door is

ripped open.

Terminator appears. A grisly apparition.

FLINGS THE DRIVER OUT and takes his place behind the wheel.

Ignoring the terrified partner, he examines the controls.

238/FX POV - TERMINATOR 238/FX

In digitized cyborg-vision we see an ABSTRACT OF THE

INSTRUMENTS. The shift lever is extended graphically

down into a three-dimensional SCHEMATIC OF THE TRANS-

MISSION. Analytical DATA PRINTS OUT RAPID-FIRE.

From the railing Sarah sees the tanker below as

a body falls beside it, rolling.

The truck swings in a slow arc.

Heads back toward her on the wrong side of the freeway.

She stares in numb horror.

The nightmare refuses to end.

She runs to the crippled pickup and sees a front tire flat,

shredded by a crumpled fender.

She searches the cab frantically for the KEYS TO THE

Sarah leaps into the bed of the pickup and attacks the motorcycle strap-downs frantically.

Panting with terror she rolls the bike off the truck.

It crashes on its side and she falls on it painfully.

Straining until she CRIES OUT INVOLUNTARILY, she lifts

it upright.

KICKS the engine over.

as the tanker crashes back through the divider and starts

UP THE OVERPASS. Sarah is trapped in that concrete corridor.

She kicks for her life.

The bike catches for a moment. Dies.

The truck BELLOWS, down-shifting on the curving grade.

Sarah kicks again and again, crying out with each stroke.

Again and again, furiously.

The engine CATCHES.

...run, you...

The bike runs with a healthy roar.

up the face of the tractor-trailer, the retaining wall blur-

ring by. Terminator's red eye can be seen through the wind-

shield.

Sarah drags Reese, stumbling,to the bike, props him on the

seat behind her. He clutches the satchel weakly.

She guns the engine and roars off.

as the tanker demolishes the pickup a moment later, TOSSING

Sarah hits level freeway with a quarter-mile lead on the

tanker, distant B.G., but the little bike is overloaded

and she can't coax it above seventy-five.

ANGLE ON TANKER roaring forward, shifting up through

the gears.

CLOSE ON SARAH AND KYLE, his head lolling on her shoulder.

He starts to fall sideways.

He rouses slightly, gripping her tighter.

HIGH ANGLE - MOVING WITH BOTH VEHICLES as Sarah starts to

ZIGZAG desperately across all four lanes. The truck stays

with her, closing, its trailer WHIPLASHING VIOLENTLY.

The truck is right behind them as then enter a TUNNEL.

A half-mile of exitless concrete and strobing fluorescent

lights.

M.C.U. - SARAH AND KYLE (PROCESS SHOT) - He blinks and looks

back at a SOLID WALL OF METAL AND LIGHTS looming behind them.

Sarah hunches down. They hit eighty.

FULL SHOT - The leviathan dwarfs them, its big tires ROARING like the hubs of Hell.

The tanker is twenty feet behind them as they clear the

tunnel. Sarah dodges to one side and LOCKS THE BRAKES.

The bike slides, fish-tailing.

The trailers force her closer and closer to the guardrail

as Terminator tries to sandwich her.

The bike slides to a stop.

The rearmost set of trailer wheels slams into the guardrail

right in front of Sarah.

Sarah emerges from a cloud of tire smoke, cutting across

all four lances behind the stopped semi.

Sarah tries to ride down the steep embankment but loses

control, spilling the bike. She and Kyle tumble down

the slope.

MOVING WITH HER as she scrambles, half-dragging Kyle, through

a row of trees at a chainlink retaining fence. She crawls

under the fence, tugs Kyle and the satchel through after.

Sarah looks up at the source of a SUDDEN THUNDEROUS ROAR.

243/FX ANGLE ON TANKER 243/FX

It appears above them, grinding over the embankment. It

rolls down the steep slope TOWARD CAMERA, FLATTENING TREES.

Sarah and Kyle scramble up and run across the STORAGE LOT

of a MODERN FACTORY COMPLEX of LOW BUILDINGS. Kyle struggles

to keep up, holding the satchel.

LIKE A JUGGERNAUT the truck follows, smashing through parked

cars and FLATTENING A PRE-FAB STORAGE BUILDING.

They enter an alley-like space between two buildings.

Kyle is fumbling to open the satchel.

ANGLE BACK as the tanker enters the alley. It TEARS THE

CORNER OFF ONE BUILDING as it turns in. Terminator looks

down from his mountain of steel.

OVER TERMINATOR'S SHOULDER, looking down at a tiny figure

below, running in the headlights' glare. It is Sarah, alone.

Reese crouches in a TRASH-DUMPSTER which is sandwiched

between the wall and the tanker. There are only inches

of clearance as the trailers pass by.

He lights a PIPE CHARGE, jumps up and wedges it under the

tank-cylinder of the second trailer.

He ducks as it rolls on.

Sarah is stumbling in the glare of the truck's lights.

E.C.U. - PIPE BOMB, the fuse burning.

M.C.U. - TERMINATOR, through the windshield, his eye glowing.

C.U. - REESE huddles in the dumpster.

247/FX LOW WIDE ANGLE ON SARAH AND TRAILER (PROCESS SHOT) 247/FX

The REAR TRAILER EXPLODES. An unbelievable FIREBALL ERUPTS

SKYWARD, silhouetting Sarah's running figure F.G.

The dumpster is enveloped by fire and hurled, rolling, down

the alley.

Sarah makes it around a corner as the FORWARD TRAILER

EXPLODES and an OCEAN OF FLAME rolls forward, blasting by her.

The dumpster topples and Kyle rolls out, surrounded by fire.

248/FX SEQUENCE - TERMINATOR 248/FX

In the center of the inferno Terminator struggles violently.

His FLESH FIRES AND SIZZLES. He tears loose from the

TWISTED WRECKAGE and collapses to the ground. Sinks into

a CHARRED MASS. STOPS MOVING.

C.U. - TERMINATOR, mouth open, skull-like, motionless

in the flames.

Sarah crawls away from the intense heat and lies watching

the motionless figure in the blaze.

Sarah rounds the corner, staggering, searching.

She sees Kyle crumpled face-down near the dumpster, sheltered

from the heat by its mass.

She drags his away. Rolls him over.

C.U. - REESE, his head lolls. He opens his eyes

Sarah.

She hugs him.

250/FX FULL SHOT (PROCESS) 250/FX

They hold the embrace, silhouetted by the diminishing flames.

It would be a wonderful final image.

Except...TERMINATOR STAGGERS OUT OF THE BLAZE BEHIND THEM.

M.C.U. - TERMINATOR, the last flakes of flesh are falling

from him like burning leaves. His gleaming structure is

revealed in all its intricacy. No longer a 'He', but an 'It'.

It looks like Death rendered in steel.

A CHROME SKELETON with HYDRAULIC MUSCLES and TENDONS OF

FLEXIBLE CABLE. In the sockets of the metal skull, the

eyeball swivels with a WHIR of tiny servos, both glowing

red now.

It turns slowly and fixes its gaze directly INTO CAMERA.

CUT TO: 251 EXT. ALLEY - NIGHT 251

C.U. - SARAH - She chokes on a scream, crams knuckles in

her mouth.

FULL SHOT (FX), as the machine takes a step toward them,

dragging one MALFUNCTIONING LEG.

PANAGLIDE WITH KYLE AND SARAH as they stagger to their feet

and run to the nearest building. They come to a glass door.

Kyle kicks it in. Unlatches it. They enter dark OFFICES

to the sound of ALARMS and DISTANT SIRENS.

Sarah and Kyle run down a corridor.

Through a door, which they close and lock.

They move off down a cross-corridor.

The Terminator BLASTS THE DOOR OFF ITS HINGES, F.G., and

staggers through. It starts after their receding figures

as they round the corner at the end of the hall.

CUT TO: 253 INT. OPEN OFFICES - NIGHT 253

Wracked, exhausted, they stumble through a maze of PARTI-

The Terminator catches sight of them through a floor-to-

ceiling window. It makes an unhesitating right turn through

the glass.

Sarah and Kyle look back at the sound of SHATTERING GLASS.

PANAGLIDE PRECEDING THE TERMINATOR as it crashes forward,

line-of-sight, through the maze. It splinters partitions.

Flings desks out of the way.

FOLLOWING SARAH AND KYLE as they reach a heavy FIREDOOR and

go through.

Kyle slides the bolts on the metal firedoor. Behind them

CRASH! The Terminator hits the door from the far side.

Hinges SQUEAL.

Kyle goes to a LARGE BREAKER PANEL and opens it. Starts

throwing switches. Behind them, machines START UP ONE BY ONE.

He sags, sliding down the wall. She pulls him up.

The dark gallery is filled with WHIRRING, CLANKING SHAPES,

SHATTERING CONVEYER BELTS and improbable mechanisms lashing

mindlessly.

Reese slips to the floor and Sarah is no longer able to

support him.

Sarah crouches beside him.

Grabs his shirt front.

Yells over the machines.

@SARAHI'm not leaving you anywhere

you jerk. Haven't you figured

it out? Kyle, John is our

son.

Reese's eyes refocus.

@SARAH(continuing)There isn't going to be

anybody else...I don't want

anybody else. Listen to

me!

She pauses, then resumes in a commanding, military shout.

@SARAH(continuing)Move! Reese! Let's go.

Move you ass!

Hinges SHATTER and the firedoor is hurled inward.

The Terminator scans the darkness.

ANGLE - PANNING WITH SARAH AND KYLE as they move through

the machines.

The cyborg steps forward, scanning methodically.

Sarah and Kyle move in a crouch through the treacherous

tangle of pipes and machinery. Kyle picks up a length of

pipe to use as a weapon. As they climb out onto a cat-

walk between the two huge mechanisms, Sarah clambers over

an innocuous CONTROL PANEL.

Her knee inadvertently hits a RED PUSH BUTTON.

With a ROAR the stamping-plate of a HYDRAULIC PRESS slams

down an inch from her hand.

Startled, she tumbles to the catwalk.

The Terminator's eyes swivel as he hears the single non-

rhythmic sound.

Kyle and Sarah run to the end of the catwalk, but find the

door there locked.

They double back to escape the cul-de-sac. The Terminator

steps in front of them, cutting them off.

He pushes Sarah roughly and she stumbles away.

Kyle raises the pipe with his good arm as the Terminator

advances.

Run, damn it!

She hesitates, backing away.

The cyborg swings at Reese

Kyle strikes and parries but is sledgehammered back.

ANGLE ON CATWALK as Kyle lands in a heap, smashed against

a stanchion of the railing which prevented him falling to

the factory floor twenty feet below.

Sarah turns and runs.

LOW ANGLE PAST REESE, F.G., as the cyborg approaches him.

C.U. - KYLE'S FACE streaked with blood, pressed to the

floor as a metal foot CLANGS DOWN, F.G. His eyes snap open.

Sarah falls, gets up, runs on.

And Kyle rolls with the last of his strength, raising

the pipe bomb he has been cradling. He jams it between two

hydraulic cylinders just beneath the cyborg's armored rib-

cage. Then rolls off the catwalk. Terminator has an instant

to react, reaching for the bomb, before it EXPLODES.

Sarah is pitched forward by the blast and slides on the

floor.

Slams up against one wall.

A withering spray of shrapnel strafes the walls around her.

Pieces of scrap metal clatter throughout the factory, rain-

ing down.

C.U. - SARAH, very still. She winces and opens her eyes.

Slowly looks up.

POV - SARAH, as the smoke clears. The Terminator is GONE.

Unrecognizable clumps of BURNING DEBRIS lie scattered about.

Looking down through the grating floor she sees Kyle's

body.

LOW ANGLE ON KYLE F.G., Sarah on catwalk above. Kyle's eyes

are half-open. Still. His face peaceful.

ANGLE ON ONE OF THE FIRES climbing some plastic tubing and

triggering a SPRINKLER HEAD. It begins to rain.

C.U. - SARAH sitting up as the water runs over her.

She looks down. Protruding from her right thigh is a TWISTED

PIECE OF METAL. Shrapnel. Part of the cyborg. She pulls

it out, grimacing. Her leg is broken.

It is a long time before she can gather the will to move.

SARAH'S POV - She sees a WALL PHONE several yards away,

beyond the debris from the explosion.

She starts to crawl toward it.

She passes A LARGE CLUMP OF DEBRIS, F.G.

ANGLE ON DEBRIS (FX) as it rolls over suddenly!

Now recognizable as the TERMINATOR'S HEAD AND ARMS, with

half of the scattered torso trailing wires and twisted

metal.

IT LUNGES FOR HER!

Sarah wants to scream this time, from the depths of her

soul, but there is no scream, only a dry shivering sob.

The Terminator drags itself SCRAPING over the floor, steel

fingers clutching.

Sarah is shaking and whimpering as she scrabbles away,

crawling in agony.

ANGLE ON CONVEYOR BELT as Sarah flops from the catwalk

onto the MOVING STRIP. She is carried into the intricate

lattice of equipment. Sarah rolls off weakly before going

under a set of sorting rollers.

ANGLE THROUGH MACHINERY - ON THE TERMINATOR (FX) as it crawls

after her, dragging its body. It tracks her unerringly,

Sarah moves deeper into the DARK, CLASHING JUNGLE of machinery.

Around her is a rain-drenched tangle of CABLES, PIPES and

unforgiving mechanisms of steel.

The Terminator clambers through after her.

C.U. - SARAH - Water pours into her eyes as she catches

She drags herself toward it.

C.U. - THE TERMINATOR (FX) - It spots her wedged in a tiny

crawl space. No way out.

It crawls the last few feet,EYES RED IN THE DARK.

Hypnotized, Sarah watches the Terminator REACHING TOWARD HER.

She is jammed in a corner.

Sarah's hand claws around to the front of the control panel,

seeking the RED BUTTON.

ANGLE ON THE TERMINATOR (FX), his steel hand reaching out.

E.C.U. - SARAH, her face inexplicably calm, eyes steady in

that infinite instant. She clenches her teeth to keep

from screaming as she WAITS.

The Terminator's hand reaches for her throat to crush

E.C.U. - BUTTON, as her bloody finger stabs it down.

FULL SHOT, showing how the cyborg has been led into the

THE STAMPING PLATE THUNDERS DOWN!

Tons of mechanical pressure flatten the Terminator's head

and body like tin-foil. The PRESS SCREAMS, jamming solid.

Lightning snaps out in one brief blaze, leaping to surround-

ing machinery, arcing to Sarah's wristwatch. All the

Terminator's energy is released in one second.

ANGLE on the narrow gap between the upper and lower plates:

a pinpoint of red light DWINDLES AND GOES OUT.

TIGHT ON SARAH, shivering uncontrollably. The steel fingers

are frozen an inch from her throat. She can only stare as

water runs over her.

CLOSE ON the side rail of an ambulance gurney SNAPPING UP

into position. Sarah's eyes are closed and she is moved

WIDE SHOT, showing the gurney being rolled by TWO ATTENDANTS

past the site of the last explosion.

SEVERAL POLICE OFFICERS are picking through the debris.

PANNING WITH THE GURNEY as it is wheeled out, holding on

One, the PLANT MANAGER, bends to examine a piece of the

cyborg lying at the base of the hydraulic press.

A COP, B.G., notices this.

@COPLook, I told you not to

touch anything until we're done. You got that?

He stands and palms a small object to HIS ASSISTANT. They

step around the corner.

@MANAGERMicrocomputer chassis. But

I've never seen stuff like

this anywhere.

@MANAGERKeep it out of sight and

get it down to R and D

Monday, first thing.

Sarah is being lifted into the ambulance. She looks

up as the doors are latched shut.

TILT UP to follow her gaze.

The sign above the entrance of the building reads:

MACRO ON CASSETTE RECORDER, the center capstans of a

tape turning.

@SARAH (V.O.)...and the hardest thing is

deciding what I should tell

you and what not to. Well,

anyway, I've got a while yet

before you're old enough to

understand the tapes. They're

more for me at this point...

to help get it all straight.

COVER SHOT reveals Sarah as the wheel of a dusty landrover

parked at the pump island of a tiny gas station. All of

its signs are in hand-lettered Spanish. Beyond lies an

expanse of scrub desert. The sky scowls with an impending

storm.

Sarah speaks quietly into a hand microphone as a dark-

complected attendant laconically fills her tank. She

cradles the cassette recorder in her lap, in the lee of

her SWOLLEN BELLY.

She looks to be about SIX MONTHS ALONG.

Under her down vest she wears a leather shoulder holster

and the butt of a .357 REVOLVER presses against her

breast. She tugs the vest closed as the attendant glances

her way. A German Shepherd sits in the back among taped

boxes and suitcases.

@SARAH(continuing)Should I tell you about your

father? That's a tough one.

Will it change your decision

to send him here...knowing?

But if you don't send Kyle,

you could never be. God,

you can go crazy thinking

about all this...I suppose I'll tell you...I owe him that.

And maybe it'll be enough if

you know that in the few hours

we had together we loved a

lifetime's worth...

CLICK. WHIR. Sarah jumps at a sound nearby, breaking

her reverie. A small MEXICAN BOY has snapped her picture

with a beat-up Polaroid camera. He holds it out to her,

speaking rapid Spanish.

@ATTENDANTHe says you are very beautiful,

Senora, and he is ashamed to ask

five American dollars for this

picture, but if he does not,

his father will beat him.

@SARAHThat's a pretty good hustle,

kid. Four. Quatro.

The boy takes her four dollars and she watches the

snapshot develop. It is a good photograph of her,

the wind lightly ruffling her hair, expression thought-

ful, slightly sad.

We recognize it as the one Reese carried in 2029.

She slips it into her short pocket.

@ATTENDANTMil trescientos...fifteen dollars

American.

As she pays him, distant thunder rolls.

The boy yells something in Spanish as he runs off.

Sarah gazes at the thunderheads building up out over the

desert. Heat lightning pulses in their depths.

CAMERA CRANES UP as she pulls away, driving across the

flat desert on a ribbon of highway. A brilliant flash

crescendos from horizon to horizon out at the rim of the

world.