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                         "TERMINATOR 2: JUDGMENT DAY"
                               a Screenplay
                                    by
                               James Cameron
                                    and
                               William Wisher
      Revised final shooting script

1 EXT. CITY STREET - DAY

      Downtown L.A.  Noon on a hot summer day.  On an EXTREME LONG LENS the
      lunchtime crowd stacks up into a wall of humanity.  In SLOW MOTION
      they move in herds among the glittering rows of cars jammed bumper to
      bumper.  Heat ripples distort the torrent of faces.  The image is
      surreal, dreamy... and like a dream it begins very slowly to
                                              DISSOLVE TO:

2 EXT. CITY RUINS - NIGHT

      Same spot as the last shot, but now it is a landscape in Hell.  The
      cars are stopped in rusted rows, still bumper to bumper.  The
      skyline of buildings beyond has been shattered by some
      unimaginable force like a row of kicked-down sandcastles.
      Wind blows through the desolation, keening with the sound of ten
      million dead souls.  It scurries the ashes into drifts, stark
      white in the moonlight against the charred rubble.
      A TITLE CARD FADES IN:
                      LOS ANGELES, July 11, 2029

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

      vast tundra of skulls and shattered concrete.  The rush hour crowd
      burned down in their tracks.

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

      jungle gym, the blast has warped the swing set, the merry-go-round
      has sagged in the firestorm.  Small skulls look accusingly from the
      ash-drifts.  WE HEAR the distant echo of children's voices... playing
      and laughing in the sun.  A silly, sing-songy rhyme as WE TRACKS
      SLOWLY over seared asphalt where the faint hieroglyphs of hopscotch
      lines are still visible.
      CAMERA comes to rest on a burnt and rusted tricycle... next to the
      tiny skull of its owner.  HOLD ON THIS IMAGE as a female VOICE speaks:
                              VOICE
              3 billion human lives ended on August 29th, 1997.
              The survivors of the nuclear fire called the war
              Judgment Day.  They lived only to face a new
              nightmare, the war against the Machines...
      A metal foot crushes the skull like china.
      TILT UP, revealing a humanoid machine holding a massive battle rifle.
      It looks like a CHROME SKELETON... a high-tech Death figure.  It is
      the endoskeleton of a Series 800 terminator.  Its glowing red eyes
      compassionlessly sweep the dead terrain, hunting.
      The SOUNDS of ROARING TURBINES.  Searchlights blaze down as a
      formation of flying HK (Hunter-Killer) patrol machines passes
      overhead.  PAN WITH THEM toward the jagged horizon, beyond which we
      see flashes, and hear the distant thunder of a pitched battle in
      progress.

5 EXT. BATTLEFIELD - NIGHT

      THE BATTLE.  Human troops is desperate combat with the machines for
      possession of the dead Earth.  The humans are a ragtag guerrilla
      army.  Skynet's weapons consist of Ground HKs (tank-like robot
      gun-platforms), flying Aerial HKs, four-legged gun-pods called
      Centurions, and the humanoid terminators in various forms.
      SEQUENCE OF RAPID CUTS:

5A Explosions! Beam-weapons firing like searing strobe-light. 5B A gunner is an armored personnel carrier fires a LAW rocket at a

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

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

5D A TEAM OF GUERRILLAS in a intense fire-fight with terminator 5E endoskeletons in the ruins of a building. Three terminator 5F endoskeletons advance, firing rapidly. Another (complete cyborg),

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

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

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

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

      the combat with night-vision binoculars.  He wears the uniform of a
      guerrilla general, and a black beret.  He is still amid running,
      shouting techs and officers.
      C.U. MAN, pushing slowly in as the battle rages O.S.  He lowers the
      binoculars.  He is forty-five years old.  Features severe.  The left
      side of his face is heavily scarred.  A patch covers that eye.  An
      impressive man, forged in the furnace of a lifetime of war.  The name
      stitched on the band of his beret is CONNOR.  We push in until his
      eyes fill frame, then...
                                              DISSOLVE TO:
      FIRE.  SLOW, BOILING, ENORMOUS.  FILLING FRAME.
                              VOICE (SARAH CONNOR)
              Skynet, the computer which controlled the machines,
              sent two terminators back through time.  Their
              mission: to destroy the leader of the human
              Resistance... John Connor.  My son.
              The first terminator was programmed to strike at
              me, in the year 1984... before John was born.
              It failed.
              The second was set to strike at John himself,
              when he was still a child.  As before, the
              Resistance was able to send a lone warrior.  A
              protector for John.  It was just a question of
              which one of them would reach him first...
                                              DISSOLVE TO:

7 EXT. TRUCKSTOP - NIGHT

      Wild fingers of BLUE-WHITE ELECTRIC ARCS dance in a steel canyon
      formed by two TRACTOR TRAILERS, parked side by side in the back lot
      of an all-night truck stop.  Then...
      The strange lightning forms a circular opening in mid-air, and in
      the sudden flare of light we see a FIGURE in a SPHERE OF ENERGY.
      Then the FRAME WHITES OUT with an explosive THUNDERCLAP!
      Through the clearing vapor we see the figure clearly... a naked man.
      TERMINATOR has come through.  Physique: massive, perfect.  Face:
      devoid of emotion.  Terminator stands and impassively surveys its
      surroundings.

8 INT. TRUCK STOP DINER - NIGHT

      On a back route to north L.A.  A handful of local TRUCKERS hunch over
      chili-sizes, CAT hats pushed back on their heads.  Three BIKERS are
      playing a game of pool in the back, their Miller empties lining the
      table's rail.  The dive's owner, LLOYD, a fat, aging biker-type in a
      soiled apron, stands behind the bar.  Nothing much going on...
      Then the front door opens and a big naked guy strolls in -- that
      doesn't happen every night.  All eyes simultaneously swivel toward
      Terminator.  Its emotionless gaze passes over the customers as it
      walks calmly through the room.  Everyone frozen, not sure how to
      react.

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

      with alphanumeric readouts which change faster than the human eye
      can follow.  In POV we move past the staring truckers, past the
      owner and the awestruck WAITRESS, and approach a large nasty-looking
      biker puffing on a cigar.  His body is outlined, or "selected", and
      thousands of estimated measurements appear.  His clothing has been
      analyzed and deemed suitable...

8B TERMINATOR

              I need your clothes, your boots, and your
              motorcycle.
      The big biker's eyes narrow.  He takes a long draw on this cigar,
      the tip cherry-red hot.
                              CIGAR BIKER
              You forgot to say please.
      He grinds the cigar out on Terminator's chest.  Which produces not
      the slight reaction of pain.  Terminator calmly, and without
      expression, grabs Cigar by his meaty upper arm...
      Cigar screams from the hydraulic grip.
      Terminator doesn't see Cigar's friend, behind him, holding his pool
      cue by the narrow end like a Louisville Slugger.  The heavy send
      whistles in a powerful swing and CRACKS IN TWO across the back of
      Terminator's head.
      Terminator seems not to notice.  Doesn't even blink.  Without
      releasing his grip on Cigar, he snaps his arm straight back and grabs
      Pool Cue by the front of his jacket.  Suddenly the heavyset biker
      finds himself flying through the nearest window.  CRAASSH!
      Terminator hurls Cigar, all 230 pounds of him, clear over the bar,
      through the serving window into the kitchen, where he lands on the
      big flat GRILL.  We hear a SOUND like SIZZLING BACON as Cigar
      screams, flopping jerking.  He rolls off in a smoking heap.
      The third biker whips out a knife with a eight-inch blade and slashes
      at Terminator's face.
      Terminator grabs the arcing blade with his bare hand.  Holding it by
      the razor-sharp blade he jerks is from the guy's hand.
      Ultra-fast here: He flips it.  Grabs the handle like you're supposed
      to hold a knife.  Grabs the biker and slams him face-down over the
      bar.  Then brings the knife whistling down, pinning the biker's
      shoulder to the bar top with his own steel.

9 INT. KITCHEN

      The doors BANGS OPEN and Terminator strides in.
      The Mexican cook does a fast fade as Terminator walks toward Cigar,
      who is cursing in pain on the floor.
      With his deep-fried fingers he struggles to get out the .45 auto
      tucked under his leather jacket.  But he can't even hold onto it.
      Terminator takes it from him.  Instead of pointing it at him,
      Terminator carefully examines weapon, analyzing its caliber and
      operating condition.  Terminator never threatens... that's a human
      thing.  He just takes.
      Cigar senses what he must do when the emotionless eyes come back to
      him.  He slides the keys to his bike across the floor to Terminator's
      foot.  Then painfully starts getting out of his jacket.

10 INT. TRUCK STOP

      Terminator strides from the kitchen, fully clothed now in a black
      leather jacket, leather riding pants, and heavy, clean boots.  He
      moves toward the moaning biker pinned to the pool table.  Without
      slowing his stride he jerks the knife out.  The guy slumps to the
      floor, groaning, behind him.
      Terminator continues toward the front of the diner, passing Lloyd,
      the owner.  At the door, he comes abreast of two truckers who sit
      frozen like a snapshot in mid-bite.  One of the truckers finally
      nods.
                              TRUCKER
              Evening...
      Terminator impassively stares back.  Then moves on out the door.

11 EXT. TRUCK STOP

      Terminator walks out, surveying the parked Harleys.  Sticks the .45
      in his belt and swings one leg over a massive CUSTOM ELECTRO-GLIDE.
      He slips the dagger in his boot and the key in the ignition.  Kicks
      over the engine.  It catches with a roar and he slams the heavy iron
      into gear with a KLUNK.
      Lloyd appears at the diner's door with a sawed-off 10-GAUGE
      WINCHESTER LEVER-ACTION SHOTGUN.  He fires into the air and jacks
      around round in fast, aiming at Terminator's back.
                              LLOYD
              I can't let you take the man's wheels, son.
              Now get off or I'll put you down.
      Terminator turns and considers by coldly.  He eases the shifter up
      into neutral.  Rocks the bike onto its kickstand.  Swings him leg
      over and walks calmly toward the guy.
      Terminator strides right up to Lloyd, staring straight into the
      shotgun's muzzle.  Lloyd starts sweating, trying to decide is he's
      going to kill a man in cold blood.  He's still trying to decide when
      Terminator's hand blurs out like a striking cobra and is somehow
      suddenly holding the shotgun.
      Lloyd gapes, knowing he's screwed.  Then...
      Terminator reaches toward him.  Oh shit...
      And slips the sunglasses out of Lloyd's shirt pocket.  Puts them on.
      Strides back to the Harley and roars off in a shower of gravel.

12 EXT. FREEWAY - NIGHT

      Terminator roars down the freeway, heading for L.A.  Cold neon flares
      across the chrome of the big bike.  The 10-gauge is jammed through
      the clutch and brake cables, across the handlebars.  The lights flow
      over Terminator's wrap-around sunglasses like the tracks of tracer
      rounds.
                                              CUT TO:

13 EXT. OVERPASS - NIGHT

      The First Street Bridge.  Rusting chain-link fence and graffiti-
      covered walls.  An L.A.P.D. BLACK-AND-WHITE cruises the empty street.
      A TREMENDOUS BLUE-WHITE GLARE suddenly spills out between the columns
      of the overpass.  The young UNIFORMED COP in the car whips his head
      around at the source of the light.  He pulls over quickly, in time
      to see...

13A The powerfully arcing electrical discharge reaches its peak between

      the columns.  Lightning climbs the chain-link fence and light
      standards, lighting up the night, and papers swirl in a blasting
      whirlwind.

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

      He sees vapor dissipating as he approaches the spot where he saw the
      strange light.  He draws his revolver and cautiously moves into the
      shadows between the rows of pillars.
      A NAKED MAN glides from a shadowed doorway behind the cop.  Nothing
      special about him.  Certainly not built like a terminator.  The flash
      of light and fact that he is naked are pretty good clues that he
      just arrived from the future.  His features are handsome bordering
      on severe.  His eyes are gray ice.  Penetrating.  Intelligent.
      THE COP spins at a sound.  Too late.  Mr. X is already on him.  The
      blow is lighting fast and the cop drops like a bag of sand.
      LOW ANGLE as the unconscious cop hits the deck, his BERETTA 9mm
      AUTOMATIC clattering next to him.  A hand ENTERS FRAME and picks up
      this pistol.
                                              CUT TO:

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

      cruiser.  FOLLOW THE SHOES to the cruiser's door then MOVE UP as
      Mr. X, dressed now in LAPD blue, climbs behind the wheel.  He
      looks and acts exactly like a cop.  Cool, alert, confident in his
      power, his expression emotionless and judgmental.
      Mr. X, now Officer X, puts the car in gear and drives into the night.
                                              CUT TO:

14 INT. SUBURBAN HOUSE/GARAGE - DAY

      TIGHT ON YOUNG JOHN CONNOR, who at his moment is ten years old and
      busy reassembling the carburetor on his Honda 125 dirtbike.  He has
      ripped Levi's and long stringy hair.  A sullen mouth.  Eyes which
      reveal an intelligence as sharp as a scalpel.  The Ramones' "I Wanna
      Be Sedated" blasts from a boom box next to him.
      A WOMAN, JANELLA VOIGHT, stands in the doorway of the garage,
      yelling over the music.
                              WOMAN
              ...John?  John!  Get in here right now and
              clean up that pigsty of yours.
      John's friend TIM, a thirteen-year-old Hispanic kid, watches as John
      replies by turning up the volume on the boom box.
      Janelle gives up with a SLAM of the house's back door.
                              TIM
              Your foster parents are kinda dicks, right?
                              JOHN
              Gimme that Phillips right there.

15 INT. HOUSE - LIVING ROOM

      Janelle storms into the room.  TOD VOIGHT, her husband, watches
      sports on the TV.  They're both in their thirties.  Middle-class
      working stiffs.
                              JANELLE
              I swear I've had it with that goddamn kid.
              He won't even answer me.
                      (neither does he)
              Todd?  Are you gonna sit there or are you gonna
              do something?
      He sighs.  Throws down the TV's remote and heads for the garage.

16 INT. GARAGE

      John hops on the bike.  Kick-starts it.  Tim picks up John's nylon
      bag, then climbs on the back.  Todd ENTERS and shouts over the
      engine, which John revs louder and louder.
                              TODD
              John!  Get your ass inside right now and do
              what your mother says!
      John pins Todd with a defiant glare.
                              JOHN
              She's not my mother, Todd!
      He revs the engine and peels out of the garage, with Tim almost
      falling off the back.  They take off down the street.

17 EXT. VACANT LOT/DRAINAGE CANAL

      John cuts through a vacant lot to a trail running beside a fenced-in
      drainage canal.  He guns the bike through a hole in the retaining
      fence.  Tim's eyes go wide as they roar down the concrete embankment.

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

      roostertail of muddy water.  Tim shouts, pretending he didn't just
      see his life flash before his eyes.  He slaps John on the back.
                              TIM
              Major moves, homes!  So... where is your
              real mom, anyway?
                      (John doesn't answer)
              She dead or something?
      It's hard to read John's expression.
                              JOHN
              She might as well be.
      John twists the throttle angrily and the bike lunges forward.
                                              CUT TO:

18 EXT. PESCADERO STATE HOSPITAL - DAY

      A SIGN on a chain link fence topped with concertina wire reads:
      PESCADERO STATE HOSPITAL FOR THE CRIMINALLY INSANE.  Beyond it
      squats an imposing four-story building.  Institutional brick.
      Barred windows.  About as inviting as KGB headquarters.  Security
      guards patrol the manicured grass.

19 INT. HOSPITAL - MAXIMUM SECURITY WING

      Sunlight is a barred slash on the bare institutional wall.  The room
      is empty of all furnishings save the bed, a stainless steel sink,
      toilet, and a dented metal mirror.  WE HEAR a rhythmic grunting,
      small explosions of breath in perfectly-metered time.
      PAN TO a bedframe leaned upright against the wall, legs facing
      outward.  A pair of sweaty hands grip one leg.  Tendons knot and
      release as SOMEONE does pull-ups.  A man of tangled hair hides the
      face that comes INTO FRAME, dips out, comes back.
      WIDER.  A WOMAN in a tank top and hospital pants in hanging from the
      top leg of the vertical bedframe.  Her body is straight and taut.
      Knees bent so the feet clear the ground.  The arms are lean and
      muscular.  The inmate, face hidden, pulls up, dips, pulls up.  Like
      a machine.  No change in rhythm.

20 INT. HOSPITAL/CORRIDOR

      FIGURES MOVE TOWARD US down a corridor of polished tile and two-
      tone walls.  DR. PETER SILBERMAN, a smug criminal psychologist,
      leads a group of young INTERNS.  Following laconically, are THREE
      BURLY ATTENDANTS.
                              SILBERMAN
              The next patient is a 29-year old female
              diagnosed as acute schizo-affective disorder.
              The usual indicators... depression, anxiety,
              violent acting-out, delusions of persecution.
                      (the interns nod judiciously)
              Here we are.
      Silberman stops at one of the SOUNDPROOF STEEL DOORS.  There is a two-
      way speaker beneath a tiny window.  Silberman flips the intercom
      switch.

21 INT. CELL

      Silberman's scrubbed and cheerful face at cell window.  HIS VOICE
      comes over the tinny speaker.
                              SILBERMAN
              'Morning, Sarah.
      REVERSE ANGLE as she turns slowly into CLOSE UP.
      SARAH CONNOR is not the same woman we remember from last time.  Her
      eyes peer out through a wild tangle of hair like those of a cornered
      animal.  Defiant and intense, but skittering around looking for
      escape at the same time.  Fight or flight.  Down one cheek is a long
      scar, from just below the eye to her upper lip.
      Her VOICE is a low and chilling monotone.
                              SARAH
              Good morning, Dr. Silberman.  How's the knee?

22 INT. CORRIDOR

      Silberman's smug composure drops a second.  Then returns.
                              SILBERMAN
              Fine, Sarah.
                      (he switches off, speaks to
                      the interns)
              She, uh... stabbed me in the kneecap with a
              screwdriver a few weeks ago.
      Sarah watches them talking about her through the glass, but can't
      hear them.  She feels like a lab animal.  The interns look in at her
      through the glass as Silberman talks.  With her face drawn, eyes
      haggard and hair wild, she looks like she belongs where she is.
                              SILBERMAN
              The delusional architecture is interesting.
              She believes a machine called a "terminator",
              which looks human of course, was sent back
              though time to kill her.  And also that the
              father of her child was a soldier, sent to
              protect her... he was from the future too...
                      (he smiles)
              The year 2029, if I remember correctly.
                      (the interns chuckle)
              Let's move on, shall we?
      As the interns walk on, Silberman steps close to DOUGLAS, the head
      attendant, and speaks low.
                              SILBERMAN
              Douglas, I don't like seeing the patients
              disturbing their rooms like this.  See that she
              takes her thorazine, would you?
      DOUGLAS is 6'4", 250 pounds and warm-hearted at a rattlesnake.  He
      nods, catching Silberman's meaning, and gestures for the other
      attendants to hang back as Silberman moves on in his rounds.

23 INT. CELL

      Sarah looks up as the cell door opens.  Douglas walks in slowly,
      idly tapping his POLICE BATON against the door in a ominous rhythm.
      The other two orderlies ease in behind him.  One of them carries a
      STUN BATON (like a sawed-off cattle prod).  The other has a tray with
      cups of red liquid-thorazine.
                              DOUGLAS
              Time to take you meds, Connor.
      Sarah faces him, weight centered.  Feral eyes darting from one to the
      other.
                              SARAH
              You take it.
      Douglas grins, casual --
                              DOUGLAS
              Now you know you got to be good 'cause you up
              for review this afternoon...
                              SARAH
              I'm not taking it.  Now I don't want any
              trouble...
                              DOUGLAS
              Ain't no trouble at all --
      He whips the baton in a whistling backhand, which --
      WHAP!  Takes her square in the stomach.  She doubles over and drops
      to her knees, unable to breathe.  Douglas tips the bed and it slams
      down with a crash, right new to her.  He takes her stun wand from
      the other attendant and walks forward.
      TIGHT ON SARAH, grimacing and struggling to breathe.
                              SARAH
              You... son of a... AAARRGH!!
      The stun wand hits her between shoulder blades as she tries to rise.
      It drives her to the floor, pinning her like a bug.  Little
      ELECTRIC ARCS CRACKLE as the baton makes her writhe in pain.
      Douglas grabs her by the hair and jerks her up to her knees.  Holds
      the cup of thorazine in front of her lips.
                              DOUGLAS
              Last call, sugar.
      Gasping, she chokes the zombie juice down.
                                              CUT TO:

24 EXT. BANK PARKING LOT - DAY

      John furtively hunches before a Ready-Teller machine at the rear of
      a local bank while his friend Tim stands lookout.  John slips a
      stolen ATM card into the machine slot.  It is something he's rigged
      up, because trailing from the card is ribbon-wire which goes to
      some kind of black-box electronics unit he's got in his ever-present
      knapsack.  He holds the pack between his knees and pulls out a
      little lap-top keyboard, which is also connected to the black-box.
      John enters a few commands and the plasma-screen displays the PIN
      number for that account.  He quickly enters the number on the Ready-
      Teller's keypad and asks it for 300 bucks.  The machine whirs then
      begins dispensing twenty-dollar bills.  Tim looks back over his
      shoulder amazed.
                              JOHN
              Easy money!
                              TIM
              Where'd you learn all this stuff?
      John collects the twenties as the machine kicks them out.  A cool and
      professional electronic-age thief at ten years old.
                              JOHN
              From my mom.  My real mom, I mean.  Come on
              baby...
                      (he grabs the last bills)
              Let's go!
      They sprint around the corner to an --

25 EXT. ALLEY BEHIND BANK

      They huddle behind the building as John counts out Tim's share.
      He folds five twenties and palms them to the other kid.  When John
      opens his wallet to put in his money, Tim notices a picture in a
      plastic sleeve.
                              TIM
              That her?
      John reluctantly shows his friend the Polaroid.  It is a shot of
      Sarah.  Pregnant, in a jeep near the Mexican border.  John doesn't
      know it now, but he will carry the photo with him for over 30 years,
      and give it to a young man named Kyle Reese, who will travel back in
      time to become his father.  Yes, that photo.
                              TIM
              So she's pretty cool, huh?
                              JOHN
              Actually, no, she's a complete psycho.  That's
              why she's up at Pescedero.  She tries to blow up
              a computer factory, but she got shot and arrested.
                              TIM
              No shit?
                              JOHN
              Yeah, she's a total loser.  C'mon, let's check
              out the 7-Eleven, whatya say?
      John has tried to sound casual, but we see in his eyes that is really
      hurts.  He slaps Tim on the shoulder and they jump onto his Honda.
      John fires up and they whine off down the alley.
                                              CUT TO:

26 INT. POLICE CRUISER - DAY

      CLOSE ON COMPUTER TERMINAL, attached to the dash.  A Juvenile
      Division file.  Subject: John Connor.  Below his ARREST RECORD are
      his vital stats.  Mother: Sarah Connor.  Legal Guardians: Todd and
      Janelle Voight.  And below their names, an address: 523 S. Almond.
      Reseda, Ca.
      OFFICER X stares at the screen for a moment.  Then gets out the car.

27 INT./EXT. VOIGHT HOUSE - DAY

      TIGHT ON FRONT DOOR as Todd Voight opens it, revealing the unsmiling
      face of Officer X beyond the screen door.  Todd greets him with a
      weary sigh.
                              OFFICER X
              Are you the legal guardian of John Connor?
                              TODD
              That's right, officer.  What's he done now?
      Officer X ignores the question.  He casually scans the living room.
                              OFFICER X
              Could I speak with him, please?
      Todd shrugs, showing the cop he's past his patience with the boy.
                              TODD
              Well, you could if he was here.  Be he took off
              on his bike this morning.  Could be anywhere.
              You gonna tell me what his is about?
                              OFFICER X
              I just need to ask him a few questions.
      Janelle appears in the doorway behind Todd, concerned.
                              JANELLE
              There was a guy here this morning asking about
              him, too.
                              TODD
              Yeah, big guy.  On a bike.  Has that got
              something to do with it?
      Officer X registers the significance of that.  He realizes who the
      big guy must be.  He smiles.  Reassuringly shakes his head no.
                              OFFICER X
              I wouldn't worry.  Do you have a photograph
              of John?
      Todd stares unhappily at the cop.  Turns to Janelle.
                              TODD
              Get the album, Janelle.
                                              CUT TO:

28 EXT. STREET

      ANGLE THROUGH AN ALLEY from the main street.  We see John and Tim
      flash by on the Honda a block away.  Hold a beat.  Then...
      A BIG CHROME WHEEL ENTERS FRAME.  BOOM UP a leather-clad leg to
      Terminator's implacable face.  It surveys the area slowly as the
      bike idles, then kicks it into gear and moves on, scanning in a
      slow shark-like manner, not aware that it missed its prey by
      seconds.
                                              CUT TO:

29 INT. SARAH'S CELL - DAY

      CLOSE ON SARAH.  She is shackled, hands and feet, to the bed.
      Sunlight falls across her pale face.  A hand enter frame, gently
      stroking her cheek.  She wakes up to see --
      KYLE REESE.  Sitting on the edge of her bed, looking exactly the
      same as we last saw him in 1984.  Scruffy blonde hair and a long
      raincoat.
                              SARAH
              Kyle..?  You're dead.
      He gives her a gentle smile.
                              REESE
              I know.  This is a dream, Sarah.
                              SARAH
              Oh.  Yeah.  They... make me take this stuff...
      He puts a finger to her lips.  Then silently unfastens her restraints.
      They gaze into each other's eyes.  And in the look that his death
      and the horror she has been through since hasn't touched their love
      at all.
                              SARAH
              Hold me.
      She melts into Reese's arms.  Pulls him to her.
                              REESE
              I love you.  I always will.
                              SARAH
              Oh, God... Kyle.  I need you so much.
      She kisses him passionately.  They are locked together in a timeless
      moment.  PUSH IN TIGHT on Sarah as she buries her face in his
      shoulder.  She shuts her eyes tight.  Stay on Sarah as Reese speaks.
      He voice is strangely cold.
                              REESE (O.S.)
              Where's John, Sarah?
      Sarah opens her eyes and he is no longer in her arms.  He is standing
      across the room.  Pinning her with an accusing gaze.
                              SARAH
              They took him from me.
                              REESE
              It's John who's the target now.  You have to
              protect him.  He's wide open.
                              SARAH
              I know!
                              REESE
              Don't quit, Sarah.  Our son need you.
                              SARAH
                      (struggling not to cry)
              I know, but I'm not as strong as I'm supposed
              to be.  I can't do it.  I'm screwing up the
              mission.
                              REESE
              Remember the message... the future is not set.
              There is not fate but what we make for ourselves.
      He turns toward the door.
                              SARAH
              Kyle, don't go!
                              REESE
                      (turning back to her)
              There's not much time left in the world, Sarah.
      Reese goes out the door.  Sarah jumps from the bed, frantic.  Yanks
      the door open.  Follow her out.

30 INT. CORRIDOR

      Sarah staggers from her cell.  Reese is already, impossibly, a
      hundred feet away, striding down the dim corridor.  A silhouette
      in a long coat, disappearing around a corner.
      Sarah runs after him, her bare feet slapping the cold linoleum.
      Her hospital gown floats out behind her as she dream-runs along the
      seemingly infinite corridor.  She reaches the corner, slides around
      it, and...

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

      grab her as she struggles and screams.  The Silberman is there,
      smiling soothingly.  They force her down and she is pinned to
      the floor, screaming.  A new figure approaches... one even more
      menacing.
      TERMINATOR walks toward her, with heavy measured steps.  Backlit,
      eyes concealed by the sunglasses, it stands over her like the angel
      of death itself.  It reaches down and...
      Takes her hand.  Lifts her up.  Leads her to a door.  They go through
      together.  Emerging into...

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

      down slides, clambering through a jungle gym.  Sarah knows this
      dream know... it's is the worst of all her nightmares.  She starts
      to scream but no sound comes out.

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

      glare, hotter than a thousand suns.  The children ignite like
      match heads.  Sarah is burning, screaming silently, everything silent
      and overexposed.  Terminator's flesh and clothing are burning,
      silently.  It grips her hand, Virgil to her Dante in this tour of the
      nuclear-age Inferno.

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

      by 250-mph winds.  The children, charcoal statues frozen in positions
      of play, explode into black leaves of ash and swirl away.  SOUND
      hit now, with a thunderous roar.  Sarah's scream merges with the
      howl of the wind as the blast hits her, exploding the flesh from her
      bones.  Beside her, Terminator is stripped of its burnt flesh,
      becoming a smoking skeleton of steel.

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

      her eyes.  She looks desperate and defeated.  She knows the war is
      coming.  It visits her every time she closes her eyes.  Lost and
      alone, Sarah feels all hope recede for herself and for humanity.
                                              CUT TO:

31 INT. PESCADERO STATE HOSPITAL - INTERVIEW ROOM

      TIGHT ON VIDEO SCREEN, playing a previously-recorded session.
      Sarah is in a strait-jacket, talking softly.
                              VIDEO SARAH
              ... it's... like a giant strobe light, burning
              right through my eyes... but somehow I can still
              see.  Look, you know the dream's the same every
              night, why do I have to --
                              VIDEO SILBERMAN
              Please continue...

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

      expression is controlled.  Silberman watches her watching.  They are
      in a brightly-lit interview room.  TWO ATTENDANTS stands nearby.

31B VIDEO SARAH

              The children look like burnt paper... black,
              not moving.  Then the blast wave hits them and
              they fly apart like leaves..."
      Video Sarah can't go on.  Real Sarah watches herself cry on tape,
      her expression cold.  We hear Silberman speak on the tape.
                              VIDEO SILBERMAN
              Dreams about cataclysm, or the end of the world,
              are very common, Sarah...
      Video Sarah cuts him off, her mood shifting to sudden rage.
                              VIDEO SARAH
              It's not just a dream.  It's real, you moron!
              I know the date is happens!!
                              VIDEO SILBERMAN
              I'm sure it feels very real to you --
                              VIDEO SARAH
              On August 29th 1997 it's going to feel pretty
              fucking real to you, too!  Anybody not wearing
              number two million sunblock in gonna have a
              real bad day, get it?
                              VIDEO SILBERMAN
              Relax now, Sarah --
                              VIDEO SARAH
              You think you're alive and safe, but you're
              already dead.  Everybody, you, him...
                      (she gestures are the
                      attendant)
              everybody... you're all fucking dead!
      She is raving, half out of her chair.  The orderly moves to inject
      her with something.
                              VIDEO SARAH
              You're the one living in a dream, Silberman,
              not me!  Because I know it happens.  It
              happens!

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

      Real Sarah turns away from the screen, he expression stony.
                              SARAH
              I was afraid... and confused.  I feel much
              better, now.  Clearer.
      Silberman gives a calculated paternal smile.
                              SILBERMAN
              Yes.  Your attitude have been very positive
              lately.
      Sarah looks up at him.  Her voice is hopeful.
                              SARAH
              It has helped me a lot to have a goal, something
              to look forward to.
                              SILBERMAN
              And what it that?
      As she answers, WE PULL BACK, revealing that we have been looking
      through a one-way mirror from an adjacent OBSERVATION ROOM.  In the
      shadows of the observation room we see that interns from the
      earlier rounds, and a couple of STAFF PSYCHOLOGISTS.  They smoke and
      make the occasional note.
                              SARAH
              You said I could be transferred to the minimum
              security wing and have visitors if I showed
              improvement in six months.  Well, it's been six
              months, and I was looking forward to seeing my
              son.
                              SILBERMAN
              I see.  Let's go back to what you were saying
              about these terminator machines.  Now you think
              they don't exist?
      CLOSE ON SARAH.  Her voice sounds hollow.
                              SARAH
              They don't exist.  I see that now.
      Silberman leans back, studying her.  Toying with her.
                              SILBERMAN
              But you've told me on many occasions about how
              you crushed one in a hydraulic press.
                              SARAH
              If I had, there would have been some evidence.
              They would have found something at the factory.
                              SILBERMAN
              I see.  So you don't believe anymore that the
              company covered it up?
      Sarah shakes her head no.
                                              CUT TO:

32 EXT. CYBERDYNE SYSTEMS - DAY

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

33 INT. SECOND FLOOR/ELEVATORS

      The elevator doors slide open with a whisper and MILES DYSON strides
      out.  Black.  In his early thirties.  The star of the Special
      Projects Division.  He's brilliant, aggressive, driven.  Dyson walks
      down the corridor, swinging his arms... a man in a hurry.  A man
      with much to do.
      He reaches a solid security door and zips his ELECTRONIC KEY-CARD
      through the scanner.  The door unlocks with a clunk.
      The sign next to the door reads: SPECIAL PROJECTS DIVISION:
      AUTHORIZED PERSONNEL ONLY.

34 INT. SECURITY STATION

      He nods to the guards as he passes through the security checkpoint.
      They can see all activities on the floor on their bank of monitors.
      He unlocks another service door with his card and enters --

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

      The lab is quite large, comprising banks of processors, disk drives,
      test bays, prototype assembly areas.  Extremely high tech.
                              DYSON
              Greetings, troops.
      He is jokingly saluted by fellow members.  Not a lab coat in sight.
      This is strictly jeans and sneakers crowd.  All young and bright.
      They sit at their consoles drinking Coke and changing technology as
      we know it.  A young LAB ASSISTANT rushes over to Dyson.  Name tag
      says he's BRYANT.
                              BRYANT
              Mr. Dyson?  The material teams wants to run
              another test on the uh... on it.
                              DYSON
              Yup.  Come on.  I'll get it.
      Dyson produces an unusual-looking KEY from his pocket as they stride
      through the lab.  Bryant has to hustle to keep up.
                              BRYANT
              Listen, Mr. Dyson, I know I haven't been here
              that long, but I was wondering if you could tell
              me... I mean, if you know...
                              DYSON
              Know what?
                              BRYANT
              Well... where it came from.
                              DYSON
              I asked them that question once.  Know what
              they told me?  Don't ask.

36 INT. VAULT ROOM

      Dyson enters with Bryant.  Dyson and a GUARD stand together before
      what looks like a high-tech bank vault.  It requires two keys to
      open, like the launch controls in a nuclear silo.  The guard and
      Dyson insert their keys and turn them simultaneously.  Dyson then
      enters a passcode at a console and the vault unlocks itself with a
      sequence of clunks.  The door swings open and Dyson enters.  Bryant
      stays outside with the guard, who notes Dyson's name and item on a
      clipboard.

37 INT. VAULT

      Dyson walks to a stainless steel cabinet and opens it.  Inside is a
      small artifact in a sealed container of inert gas.  IT -- a ceramic
      rectangle, about the size of a domino, the color of liver.  It has
      been shattered, painstakingly reconstructed and mounted on a metal
      frame.
      Dyson removes the artifact, it its insert-gas, and sets it on a
      specially-designed cart.  He handles it like the Turin Shroud.
      Dyson closes the cabinet.  Turns to the one next to it.  Opens its
      door.  In this cabinet is a larger object... an intricate METAL HAND
      AND FOREARM.
      At the elbow, the metal is twisted and crushed.  But the forearm and
      hand are intact.  Its metal surface scorched and discolored, it
      stands upright in a vacuum flask, as if saluting.  This is all that
      remains of the terminator Sarah destroyed.  Dyson stares at it, lost
      in thought.  The he closes the cabinet, BLACKING OUT FRAME.
                                              CUT TO:

38 INT. INTERVIEW ROOM/OBSERVATION ROOM

      We can see through the one-way mirror into the interview room where
      Sarah is still talking with Silberman.  The OTHER PSYCHOLOGISTS are
      still watching through the mirror.  Reviewing Sarah's condition.
                              SARAH
              So what do you think, Doctor?  I've shown a lot
              of improvement, haven't I?
                              SILBERMAN
              You see, Sarah... here's the problem.  I know
              how smart you are, and I think you're just
              telling me what I want to hear.  I don't think
              you really believe who you've been telling me
              today.
      We go tight on Sarah's reaction.  And we see that Silberman is right.
      She was playing him and it didn't work.  And she knows she's fucked.
      Her tone becomes quite pleading.
                              SARAH
              You have to let me see my son.  Please.  It's
              very important.  He's in danger.  At least let
              me call him --
      Silberman pins her with his sweet reptilian gaze.
                              SILBERMAN
              I'm afraid not.  Not for a while.  I don't see
              any choice but to recommend to the review board
              that you stay here another six months.
      Sarah's eyes turn cold and lethal in one second.  She knows she's
      lost.  She knows this guy is just playing with her, and she --
      LEAPS ACROSS THE TABLE AT HIM.
                              SARAH
              YOU SON OF A BITCH!!
      Silberman jumps back and the attendants dive on her.  She is writhing
      and twisting like a bobcat.  Silberman whips open a drawer and pulls
      out a syringe.  He jabs it into her and she yells --
                              SARAH
              Goddammit.  Let me go!!  Silberman!  You don't
              know what you're doing!  You fuck!  You're dead!
              You hear me!!
      Silberman signals and the attendants drag her out.
      He looks at the doctors behind the glass.  Shrugs.
                              SILBERMAN
              Model citizen.
                                              CUT TO:

39 EXT. 7-ELEVEN STORE - DAY

      Officer X has stopped two young girls in front of a 7-Eleven.  He is
      leaning out the cruiser window and showing them the picture of John.
      The first girl nods.
                              FIRST GIRL
              Yeah, he was here about fifteen minutes ago.  I
              think he said he was going to the Galleria.
                              OFFICER X
              The what?
      The second girl points toward a massive complex visible about the
      houses several blocks away.  Officer X stares at it.

40 EXT. STREET

      Terminator cruises slowly on the bike.  Scanning.  He crosses an
      overpass above a drainage canal and whips his head around at the
      sound of a dirt-bike engine.

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

      THE IMAGE SNAP-ZOOMS IN.  FREEZES ON THE DRIVER'S FACE.
      "IDENT POS" FLASHES NEXT TO THE BLURRY IMAGE OF JOHN.

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

      parallel to the canal.  Terminator hauls ass at keep John in sight.
      He catches glimpses of the kid through trees and houses.  Loses him.
      Catches one last glimpse of him heading into the parking lot of a
      large SHOPPING MALL.

41 INT. GALLERIA - DAY

      John works his way through a crowded video arcade.  Sees some guys he
      knows.  Stops to talk, striking a pose.  Mall rats in the element.
      We don't hear the dialogue.

42 INT. GALLERIA PARKING LOT

      TERMINATOR'S idling Harley shakes the parking garage walls.  He stops
      at a row of bikes near the escalators.  John's little Honda sits
      proudly with the big street bikes.  Terminator parks.

43 INT. GALLERIA

      OFFICER X is moving through the flow of shoppers.  The place is a zoo.
      He stops some kids and shows them the picture.  They shrug.

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

      a new high score at "Missile Command".  He parries deftly at the enemy
      ICBMs deploy their MIRVs... the warheads stream down... it's more than
      he can deal with.  The world gets nuked.  Game over.  He slouches
      away from the game, looking for another.  Bored.
      RACK FOCUS to Officer X passing the entrance of the store behind him.
      The cop moves on, down the concourse, out of sight.
      John gets in an "Afterburner" simulator game.

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

      He moves with methodical purpose, knowing the target is close.  We
      see that he is, incredibly, carrying a box of LONG-STEM ROSES.  Like
      some hopeful guy with a hot date.

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

      multi-cinema.  He walks into the maze of kids engaged in synthesized
      combat.  Cheap electronic effects blare above the crowd noise.

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

      to him.  Taps him on the shoulder, trying to play it cool.
                              TIM
              Some cop is scoping for you, dude.
      John looks around the corner of the "Afterburner" ride.  Sees the cop
      showing a picture to some of the kids.  The kids point his way.
      John ducks just as the cop glances over.  He slinks out the other side
      of the ride and heads for the back of the store, instinctively
      retreating.  Sarah has taught him that cops are bad news.
      THE COP scans the crowded arcade.  Glimpses John, looking back as he
      moves around a row of machines.  Starts toward him.
      JOHN sees the cop homing in and starts walking fast.  Looks back.
      THE COP is shoving through clots of kids.  One of them is slammed to
      the floor.  As eddy of outrage behind the cop as he gains speed.
      John breaks into run.  So does the cop.
      Kids scatter like ten-pins as the cop charges after John.
      John sprints through the arcade's back officer and store-rooms.

44 INT. SERVICE CORRIDOR

      John emerges through a firedoor into a long corridor with connects
      to the parking garage.  He's running full out, when around the corner
      ahead of him comes...
      TERMINATOR.  Time stretches to nightmarish crawl as John tries to
      brake to a stop.  Terminator reaches into the box of roses.
      SLOW MOTION.  The cold back steel of the SHOTGUN emerges at the box
      falls open, the roses spilling to the floor.  TERMINATOR'S BOOT
      crushes the flowers as it moves forward.
      JOHN, transfixed by terror, is trapped in the narrow featureless
      shooting gallery of the corridor.  THE SHOTGUN COMES UP.  Terminator
      expressionlessly strides forward.  Jacks a round into the chamber,
      slow and fluid.
      John looks behind him for a place to run.  Sees the cop coming toward
      him, pulling his Beretta pistol.  Incredibly, John realizes the cop
      is aiming his gun at him!
      John looks back at Terminator.  He is starting into the black muzzle
      of the 10-gauge now.  Aimed right at his head.  He realizes he's
      screwed.  Then something crazy happens...
                              TERMINATOR
              Get down.
      John instinctively ducks.  Terminator pulls the trigger. KABOOM!
      THE COP catches the SHOTGUN'S BLAST square in the chest just as he
      fires the pistol.  The pistol's shot goes wild.
      TERMINATOR pumps another round into him.  The another.  And another.
      Advancing a step each time he fires, he empties the shotgun into the
      cop, blowing his backward down the corridor.  The sound is DEAFENING.
      Then silence.
      THE COP lies still on his back.

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

      cop, incredibly, sits up unharmed and gets to his feet.  Terminator
      grabs John roughly by his jacket.  Clutches the kid to his chest
      then spins around at the cop opens fire with the Beretta.

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

      pulls the trigger so fast it almost seems like a machine-pistol.
      ON TERMINATOR'S BACK, as the 9mm slugs slam into it, punching bloody
      holes in the motorcycle jacket.
      JOHN is bug-eyed with fear, but completely unscratched.  Terminator's
      body has blocked the bullets.
      The Beretta CLACKS empty.  Terminator turns at the sound.
      Shoves John behind a Coke machine.  Drops the empty shotgun.  Starts
      walking toward the "cop".
      The empty magazine clatters to the floor.
      The cop inserts another one.  Snaps back the slide.
      Terminator still has twenty feet to go.
      He doesn't break his purposeful stride.
      The cop opens fire.  Bullets rake Terminator's chest.  He doesn't
      even flinch.
      Ten feet to go.  BLAM BLAM BLAM BLAM!  Neither the cop nor Terminator
      show the slightest change in expression as the gun rips Terminator's
      wardrobe to shreds.
      CLACK.  The pistol empties again.  Terminator stops two feet in front
      of the cop.  The appraise each other for a second.
      We realize now that the cop is a terminator too.  We don't know the
      details yet, but let's call him the T-1000 (since that's what he is).
      A newer model than the one we've come to know so well (the 800
      Series "Arnold").  This guy's a prototype... and he's got quite a
      few surprises.
      T-1000 AND TERMINATOR size each other up.  Terminator moves first.
      He grabs T-1000 in his massive hands but the T-1000 snaps back with a
      counter-grip.  After about two seconds of intense slamming, the walls
      on both sides of the corridor have all the plaster smashed in, and
      the two battling machines have blasted through the wall and
      disappeared.
      JOHN, totally stunned by all this, remembers to move.  He staggers to
      his feet.  Stumble-runs toward the parking garage.

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

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

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

      John, accelerating slowly into a loping, predatory run.

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

      forward and takes a picture of the body.  Suddenly, Terminator's
      eyes snap open.  The stunned tourist backs away.
      He sits up and looks around.  Gets his bearings.  Rises smoothly to
      his feet.  All servos seem to be working fine.  The tourist's camera
      whirs as the motor-drive runs on by itself, taking shot after show.
      The owner isn't even looking through the eyepiece, he's so shocked.

45 INT. PARKING GARAGE

      John is frantically pumping the kick-start of his bike, scared
      shitless and the damned thing won't start.  His hands are shaking so
      badly he can't find the choke.  He looks up to see --
      The T-1000 running down the corridor toward him.
      John fumbles with the choke.  The bike catches.  He slams it in gear
      and spins the bike out into the main aisle of the garage.
      John looks back... the T-1000 is behind him, running.  He twists the
      throttle and guns the little bike forward.  Incredibly, the T-1000
      is gaining.  This nightmare isn't happening.  John races out the exit
      ramp, and charges right into the street.

46 EXT. STREET

      John shoots into the busy traffic.  Cuts off a BIG-RIG TOW TRUCK.
      The DRIVER swears.  Hits his air horn.  What the driver doesn't see
      is the cop, running faster than O.J. Simpson at the airport, who
      emerges onto the street and runs back at his truck.

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

      door, then feels himself pulled right out.  T-1000 slides in and
      takes his place.  The truck is still rolling along about 25 mph.
      T-1000 accelerates after John without missing a beat.  It can see him,
      up ahead, weaving through traffic.

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

      Harley.
      He accelerates after the others.

47 EXT. FLOOD CONTROL CHANNEL

      John slides his bike down the service ramp faster than he's ever done
      it before.  He races along the bottom of the canal, turning into a
      narrower tributary which has vertical sides.
      He looks back.  No sign of pursuit.

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

      The Kenworth tow-truck... big as a house, all chrome and roaring
      diesel engine... crashes through the fence and launches itself right
      into the center of the canal.
      It crashes down, 15 feet to the ground, going about 60, hits at an
      angle and tears into the concrete wall with a hideous grinding of
      metal.  It ricochets back and forth between the walls then, bellowing
      like a gunshot stegosaurus, it just keep on plowing forward, gathering
      speed.

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

      concrete canal and he milks every last bit of throttle the little bike
      has.  The Kenworth is all muscle, tearing along the canal like a train
      in a tunnel.  Its big tires send up huge sheets of muddy spray,
      backlit in the setting sun.  It looks like some kind of demon.  And...
      it's gaining.

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

      fighting to overtake them.  He looks down and sees John with the tow-
      truck from Hell catching up to him.  It is only about twenty feet
      behind him and still gaining.

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

      of metal filling frame behind him.

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

      road.  Hitting an earth embankment just right, he jumps the bike into
      the air like Steve McQueen in "The Great Escape" and vaults the fence
      bordering the canal.  It slams down at the edge of the canal and tears
      along, inches from the drop-off on a dirt path, accelerating past the
      truck in the canal below.

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

      massive push-plate on the front of the truck slams into his back
      fender.  Panicked, he pulls a little ahead.  All this is happening at
      about sixty miles and hour.  Top speed for the little dirt bike.

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

      pound Harley sails out into space and drops into the canal.  It arcs
      down between the truck and John, hitting on its wheels.  It bottoms
      out, an explosion of sparks under the frame.  Only the ultra-fast
      reflexes of a machine could keep the bike upright.  Terminator fights
      for control.

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

      Honda.
      Terminator sweeps the kid off his machine with one arm and swings him
      onto the Harley, in front of him.  John's Honda weaves and falls,
      smashing instantly under thundering tires.
      The Harley roars ahead.  It hits eighty.  Ahead is an overpass, and
      supporting it is an abutment which bisects the canal into two
      channels.  The Harley thunders into one channel, which is essentially
      a short tunnel.

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

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

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

      fireball blasting through behind them as the truck's side-tanks
      explode.
      Terminator stops the Harley.  John peers around his body to see the
      destruction.  A burning wheel wobbles out of the tunnel and flops in
      the mud.  Terminator revs the bike and they roar away, down the canal,
      disappearing around a bend.

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

      Smoke boils from the tunnel as well, and inside it is a solid wall of
      flame.  A figure appears in the fire.
      Just an outline.  Walking slowly... calmly.
      The figure emerges from the flames.
      It is human-shaped but far from human.  A smooth chrome man.  Not a
      servo-mechanism like Terminator is underneath, with its complex
      hydraulics and cables... this thing is a featureless, liquid chrome
      surface, bending seamlessly at knees and elbows as it walks.  It
      reminds us of mercury.  A mercury man.  Its face is simple, unformed.
      Unruffled by thousand-degree heat, it walks toward us.
      With each step detail returns.
      First the shape and lines of its clothing emerge from the liquid
      chrome surface, then finer details... buttons, facial features,
      ears...

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

      everything.  It is the cop again... handsome young face, blond hair,
      mustache.  Icy eyes.  It stops and looks around.
      It is a perfect chameleon.  A liquid metal robot.  A killing machine
      with the ultimate skills of mimicry for infiltration of human society.

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

      T-1000 climbs out of the canal behind them.  More cops arrive.  T-1000
      blends in perfectly.  There are always cops at diasters and scenes of
      violence.  We now see why its choice of protective mimicry is so
      perfect.
      It walks among the other cops unnoticed.
      Gets into one of the squad cars.  Starts it and drives away.

48 EXT. SIDE STREET - NIGHT

      Terminator, with John in front of him on the Harley, roars down the
      empty street.  John cranes his neck around to get a look at the
      person/thing he is riding with.  The image is strangely reminiscent
      of father/son, out for an evening ride.
      John is still in shock from the experience of what just happened and
      he's just a ten-year kid, but he's also John Connor who will someday
      rise to greatness, and we see a bit of that in him even know.
                              JOHN
              Whoa... time out.  Stop the bike!
      Terminator immediately complies.  He leans the bike into a turn.
      They head into a nearby alley.

49 EXT. ALLEY

      Terminator and John rolls into the alley and come to a stop.  John
      slides off the gas tank.  Terminator impassively stares at him.  John
      checks him out.  Tentatively speaks.
                              JOHN
              Now don't take this the wrong way, but you are
              a terminator, right?
                              TERMINATOR
              Yes.  Cyberdyne Systems, Model 101.
                              JOHN
              No way!
      John touches Terminator's skin.  Then the blood on his jacket.
      His mind overloads as the reality of it hits him.
                              JOHN
              Holy shit... you're really real!  I mean...
              whoah!
                      (stepping back)
              You're, uh... like a machine underneath, right...
              but sort of alive outside?
                              TERMINATOR
              I'm a cybernetic organism.  Living tissue over
              a metal endoskeleton.
                              JOHN
              This in intense.  Get a grip, John.  Okay, uh...
              you're not here to kill me... I figured that part
              out for myself.  So what's the deal?
                              TERMINATOR
              My mission is to protect you.
                              JOHN
              Yeah?  Who sent you?
                              TERMINATOR
              You did.  Thirty years from now you reprogrammed
              me to be your protector here, in this time.
      John gives him an amazed look.
                              JOHN
              This is deep.

50 EXT. STREET - NIGHT

      John and Terminator on the bike again, weaving through the side
      streets.  They blend into the evening traffic.  In the darkness,
      Terminator's wounds are not readily visible.  John cranes his head up
      and back.
                              JOHN
              So this other guy?  He's a terminator too,
              right, like you?
                              TERMINATOR
              Not like me.  A T-1000.  Advanced prototype.
              A mimetic polyalloy.
                              JOHN
              What does that mean?
                              TERMINATOR
              Liquid metal.
                              JOHN
              Radical.
                              TERMINATOR
              You are targeted for termination.  The T-1000
              will not stop until it complete its mission.
              Ever.
      John mulls that over.
                              JOHN
              Where we going?
                              TERMINATOR
              We have to leave the city, immediately.  And
              avoid the authorities.
                              JOHN
              Can I stop by my house?
                              TERMINATOR
              Negative.  The T-1000 will definitely try to
              reacquire you there.
                              JOHN
              You sure?
                              TERMINATOR
              I would.
                                              CUT TO:

51 EXT. PAYPHONE

      John is quickly going through his pockets for change.  He has plenty
      of bills but no quarters.
                              JOHN
              Look, Todd and Janelle are dicks but I gotta
              warn them.  Shit!  You got a quarter?
      Terminator reaches past John and smashes the cover plate off the
      phone's cash box with the heel of his hand.  A shower of change
      tumbles out.  Terminator hands one to John.  John dials.

52 INT. VOIGHT HOUSE - KITCHEN - NIGHT

      Janelle Voight picks up the kitchen phone and cradles it with her
      shoulder which she continues to chop vegetables with a large knife.
      She answers sweetly.
                              JANELLE
              Hello?
                              JOHN
                      (filtered through phone)
              Janelle?  It's me.
      In the backyard, John's German Shepherd is going bonkers, barking at
      something.
                              JANELLE
              John?  Where are you, honey?  It's late.  You
              should come home, dear.  I'm making a casserole.
      AT THE PAYPHONE.  John listens, an odd look on his face.  He covers
      the phone's mouthpiece and turns to Terminator.
                              JOHN
                      (whispering)
              Something's wrong.  She's never this nice.
      IN THE VOIGHTS' KITCHEN.  Todd comes through the kitchen's back door.
      Just home from work.  He ignores Janelle and opens the fridge.  Grabs
      a carton of milk.  Takes a sip.  Frowns at the dog's barking.
                              TODD
              What the hell's the goddamn dog barking at?
              SHUT UP, YOU MUTT!
      TIGHT ON JANELLE as Todd growls around the kitchen behind her.  He
      passes OUT OF FRAME next to her.  Janelle switches the phone to her
      other hand then... THUNK!  Her free hand seems to do something out of
      frame.  There is a gurgling, and the sound of liquid dribbling onto
      the floor. (Don't go away.  We'll find out what happened in a moment)
      AT THE PAYPHONE
                              JOHN
              The dog's really barking.  Maybe it's already
              there.  What should I do?
      Terminator takes the phone from John's hand.  Janelle's voice is
      floating through the receiver.
                              JANELLE
                      (filtered)
              John?  John, are you okay?
      Terminator speaks into the phone in a perfect imitation of John's
      voice...
                              TERMINATOR
                      (in John's voice)
              I'm right here.  I'm fine.
                      (to John, a whisper)
              What's the dog's name?
                              JOHN
              Max.
      Terminator nods.  Speaks into the phone.
                              TERMINATOR
              Hey, Janelle, what's wrong with Wolfy?  I can
              hear him barking.  Is he okay?
                              JANELLE
                      (filtered)
              Wolfy's fine, honey.  Where are you?
      Terminator unceremoniously hangs up the phone.  Turns to John.
                              TERMINATOR
              Your foster parents are dead.  Let's go.
      Terminator heads for the bike.  John, shocked, stares after him.

53 INT. VOIGHT HOUSE/KITCHEN

      Janelle hangs up the phone.  Her expression is neutral.  Calm.
      PAN OVER along her arm, which is stretched out straight from the
      shoulder.  Partway along its length her arm has turned smoothly into
      something else... a metal cylinder which tapers into a sword-like
      spike.  Now we see Todd Voight PINNED TO A KITCHEN CABINET by the
      spike which has punched through his milk carton, through his mouth
      and exits the back of his head into the cabinet door.  His eyes are
      glassy and lifeless.
      The spike is withdrawn -- SWIISHHTT! -- so rapidly, Todd is actually
      standing there a second before he slumps out of sight.  THUMP.

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

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

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

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

54 EXT. VOIGHT HOUSE/BACKYARD - NIGHT

      T-1000 approaches the big German Shepherd, which slinks away from it,
      barking in fear.  T-1000 walk right into CLOSE UP.  Reaches down, OUT
      OF FRAME.  We hear that sickening THUNK followed by a shrill YELP.
      Then T-1000's hand snaps up INTO FRAME holding a bloody dog collar.
      The tag reads "MAX".
      T-1000 nods thoughtfully.  Heads back to the house.

55 EXT. PARKING LOT - NIGHT

      Dark.  Off a quiet street.  Terminator stands near the Harley,
      watching John pace before him.  John's brain is calling time-out.
      This is all too weird.
                              JOHN
              I need a minute here, okay?  You're telling me
              it can imitate anything it touches?
                              TERMINATOR
              Anything it samples by physical contact.
      John thinks about that, trying to grasp their opponent's parameters.
                              JOHN
              Like it could disguise itself as anything...
              a pack of cigarettes?
                              TERMINATOR
              No.  Only an object of equal size.
      John's still reeling from meeting one terminator, which now seems
      downright conventional next to the exotic new model.
                              JOHN
              Well, why doesn't become a bomb or something to
              get me?
                              TERMINATOR
              It can't form complex machines.  Guns and
              explosives have chemicals, moving parts.  It
              doesn't work that way.  But it can form solid
              metal shapes.

56 INT. VOIGHT HOUSE - NIGHT

      T-1000 walks down the dark hall.  It passes the bathroom and we see
      the real Janelle's legs through the half-open door.  The shower is
      running.  Her blood mixes with water on the white tile floor.

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

      dark.
      Calmly and dispassionately ripping the room apart for any clues that
      could lead it to its target.  T-1000 finds a box of audio cassettes
      marked "Messages from Mom".  In it are some letters, and envelopes
      filled with snapshots.  It begins looking through some of the
      photos...
      SHOT OF JOHN AND SARAH during the missing years.  Sarah in olive
      cammos with an RPG 7 grenade launcher, teaching John how to aim.
      Sarah with a group of military-clad Guatemalan men, standing next to
      cases of Stinger missiles.  John and Sarah in a Contra camp, deep in
      the mountains.

57 EXT. PARKING LOT - NIGHT

      John is now sitting on the curb, lost in stunned thought.  Terminator
      stands above him, watching the street like a Doberman.  He glances
      down at John.
                              JOHN
              We spent a lot of time in Nicaragua... places
              like that.  For a while she was with this crazy
              ex-Green Beret guy, running guns.  Then there
              were some other guys.  She'd shack up with
              anybody she could learn from.  So then she
              could teach me how to be this great military
              leader.  Then she gets busted and it's like...
              sorry kid, your mom's a psycho.  Didn't you
              know?  It's like... everything I'd been brought
              up to believe was just made-up fantasy, right?
              I hated her for that.
                      (he looks up)
              But everything she said was true.
                      (he stands)
              We gotta get her out of there.
                              TERMINATOR
              Negative.  The T-1000's highest probability for
              success now would be to copy Sarah Connor and
              wait for you to make contact with her.
                              JOHN
              Oh, great.  And what happens to her?
      Terminator's reply is matter-of-fact.
                              TERMINATOR
              Typically, the subject being copied is
              terminated.
                              JOHN
              TERMINATED!?  Shit!  Why didn't you tell me?
              We gotta right now!
                              TERMINATOR
              Negative.  She is not a mission priority.
                              JOHN
              Yeah, well fuck you, she's a priority to me!
      John strides away.  Terminator goes after him and grabs him arm.
      John struggles against the grip.  Which doesn't do him much good.
                              JOHN
              Hey, goddammit!  What's your problem?
      Starts dragging John back to the bike.  John spots a couple of
      collage-age slab-o-meat JOCK-TYPES across the street and starts
      yelling to them.
                              JOHN
              Help!  HELP!!  I'm being kidnapped!  Get this
              psycho off of me!
      The TWO JOCKS start toward him.  John yells in outrage to Terminator.
                              JOHN
              Let go of me!!
      To his surprise, Terminator's hand opens so fast John falls right on
      his butt.
      He looks up at the open hand.
                              JOHN
              Oww!  Why'd you do that?
                              TERMINATOR
              You told me to.
      John stares at him in amazement as he realizes...
                              JOHN
              You have to do what I say?!
                              TERMINATOR
              That is one of my mission parameters.
                              JOHN
              Prove it... stand on one foot.
      Terminator expressionlessly lifts one leg.
      John grins.  He's the first on his block...
                              JOHN
              Cool!  My own terminator.  This is great!
      The two guys get there and look at Terminator standing there calmly
      with one leg up in the air.  This big guy in black leather and dark
      glasses, standing like a statue.
                              FIRST JOCK
              Hey, kid.  You okay?
      John turns to him.  No longer needing to be rescued.
                              JOHN
              Take a hike, bozo.
                              FIRST JOCK
              Yeah?  Fuck you, you little dipshit.
                              JOHN
              Dipshit?  Did you say dipshit?!
                      (to Terminator)
              Grab this guy.
      Terminator complies instantly, hoisting him one-handed by the collar.
      the guy's legs are pinwheeling.
                              JOHN
              Now who's the dipshit, you jock douchebag?
      Immediately, things get out of hand.  The guy's friend jumps behind
      Terminator and tries to grab him in a full nelson --
      Terminator throws the first guy across the hood of a car --
      Grabs the second by the hair, whips out his .45 in a quick blur, and
      aims the muzzle at the guy's forehead.
      John grabs Terminator's arm with a yell as he pulls the trigger --
      John's weight is just enough to deflect the gun a few inches.  The
      guy flinches, stunned by the K-BOOM next to his ear.  He stares,
      shocked.  Pissing himself.  John is freaking out, too.
      He screams at Terminator.
                              JOHN
              Put the gun down!  NOW!!
      Terminator sets the .45 on the sidewalk.  John scoops it up fast then
      turns to the shocked civilians, who can't believe what just happened.
                              JOHN
              Walk away.
      They do.  Fast.  John grabs Terminator by the arm and tugs him toward
      the bike.  John still holds the gun, reluctant to give it back.
                              JOHN
              Jesus... you were gonna kill that guy!
                              TERMINATOR
              Of course.  I'm a terminator.
      John stares at him.  Having your own terminator just became a little
      bit less fun to him.
                              JOHN
              Listen to me, very carefully, okay?  You're not
              a terminator any more.  Alright?  You got that?
              You can't just go around killing people!
                              TERMINATOR
              Why?
                              JOHN
              Whattaya mean, why?  'Cause you can't!
                              TERMINATOR
              Why?
                              JOHN
              You just can't, okay?  Trust me on this.
      Terminator doesn't get it.  John just stares at him.  Frightened at
      what just almost happened.  He gets a glimpse of the responsibility
      that comes with power.  Finally he hands the .45 back to Terminator,
      who puts it away.
                              JOHN
              Look, I'm gonna go get my mom.  You wanna come
              along, that's fine with me.
                                              CUT TO:

58 INT. VOIGHT HOUSE/BEDROOM - NIGHT

      T-1000 finds an envelope... a letter from Sarah to John sent since
      she's been at Pescadero State Hospital.  It reads the return address
      on the envelope.  It has what it needs.  It picks up a tape player
      and the battered shoebox full of Sarah's tapes and exits.
                                              CUT TO:

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

      the past.  It is a surveillance camera still-frame from the L.A.
      police station where the first terminator made such an impression in
      1984.  We see the blurry forms of the cop frozen in the emergency
      lights of a burning corridor.
      A black-clad figure stands at the end of the corridor.  The guy has
      short-cropped hair and dark glasses.  An AR-80 assault rifle in one
      hand, and a 12-gauge in the other -- holding them both like toy
      pistols.
      ANOTHER PHOTO is slapped on top of the first.  Another still-frame
      blow-up is placed over the last.  Terminator looms in CLOSEUP.
                              DETECTIVE WEATHERSBY (O.S.)
              These were taken at the West Highland police
              station in 1984.  You were there.
      WIDER.  We're in --

59A INT. INTERVIEW ROOM/PESCADERO - NIGHT

      The photos are lying on the table in front of Sarah, placed there by
      DETECTIVE WEATHERSBY.  His partner DET. MOSSBERG, and Dr. Silberman,
      sit at the table as well.  Two uniformed cops, plus Douglas, stand by
      the door.  Sarah stares listlessly at the top photo.  She's
      withdrawn, haggard... drugged-looking.
                              MOSSBERG
              He killed seventeen police officers that night.
              Recognize him?
      Weathersby slaps another black-and-white eight-by-ten on the table.
      A closeup of Terminator taken by the Japanese tourist at the mall.
      It's the same face.
                              MOSSBERG
              This one was taken by a Japanese tourist today.
      Sarah doesn't react.  It's hard to tell she's thinking.  Whether she's
      up hope or is just in a drugged stupor.
                              WEATHERSBY
              Ms. Connor, you've been told that your son's
              missing.  His foster parents have been murdered,
              and we know this guy's involved.  Talk to us.
              Don't you care?
      Sarah stares up at him.  A cold and empty stare.  He glances at
      Silberman.
      Then at his partner.
                              MOSSBERG
              We're wasting out time.
      One of the uniformed cops opens the door and Mossberg strides into
      the hall.  Weathersby and the two uniforms follow him out, with
      Silberman right behind.
                              SILBERMAN
              Sorry, gentleman...
      TIGHT ON SARAH, slumped under the bright lights.  Totally out of it.
      Then we see her hand, creeping along the edge of the table toward the
      stack of photos.  She slips off the paper clip binding the stills
      together, and hides it between her fingers.  Douglas jerks her up by
      the arms and leads her out.
                                              CUT TO:

60 INT. SARAH'S CELL

      Douglas inches up the last of Sarah's restraints.  Then her leans
      over her... looking down.  Even wrecked as she is, we see the beauty
      in her face.  He bends down.  We think he's going to kiss her.
      Instead he runs his tongue across her face like a dog would.  She
      seems not to even see him.  Her dull eyes past him.  He can't
      provoke a reaction.  Even here, strapped down, the two of them alone,
      she give him no superiority.  He smirks and leaves.  We hear the
      sound of his night-stick tapping its way down the corridor, growing
      fainter.
      Sarah's eyes snap suddenly alert.  There is intensity and resolve in
      them.  She slips the paper clip out from between her fingers and
      awkwardly spreads it open into a straight piece of wire.  With slow,
      painful concentration she moves it toward the lock of the restraints
      that bind her wrists to the bed at her sides.
                                              CUT TO:

61 EXT. ROAD - NIGHT

      Terminator and John charge through the night on the Harley.
      Streetlights flare past them like comets.  Two serious guys with a
      mission.  One a ten-year old kid, the other a half-man/half-machine
      cyborg from the post-Apocalyptic future.
                                              CUT TO:

62 INT. SARAH'S CELL

      TIGHT ON RESTRAINT LOCK as it unlatches... successfully picked by
      Sarah's paper clip.  This is not an easy thing to do.  But Sarah
      taught herself a lot of things in her years of hiding.
      SARAH, her hands free, sits up and releases the Velcro straps on her
      feet.  She rolls off the bed and we see her in a whole new light.
      She is totally alert, almost feral in her movements.
                                              CUT TO:

63 EXT. HOSPITAL ENTRANCE

      GUARD SHACK.  A bored security guard glances up as an LAPD black-and-
      white pulls up.  He raises the barricade and nods at the T-1000/cop
      as it passes.
      THE CRUISER pulls in next to the other police vehicles.  The T-1000
      walks toward the main entrance.
                                              CUT TO:

64 INT. SARAH'S CELL/CORRIDOR

      Sarah is using the paper clip on the door lock.  She hears an echoing
      tapping sound.  It's getting louder, coming her way.  She goes back
      to work on the lock.

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

      the wall like he does every night on his rounds.  He shines a little
      mag-light in the windows of the cells as he passes, barely slowing.

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

      The tip of the stick hits the wall.
      Tap, tap, tap... getting closer to Sarah's cell.  He stops at the
      door.  He is about to shine his light in when he notices that a
      utility closet across the hall is open.  He goes to shut it,
      absently flicking his light into the dark closet.  He notices
      something strange among the buckets and cleaning supplies.  A mop lies
      on the floor, with its handle snapped off about halfway up.  The
      other half is missing.
      Douglas ponders this for half a second, then hears a SOUND behind him
      and spins around.  The sound he heard was Sarah's cell door.
      The missing two feet of MOP HANDLE fill his vision as it CRACKS
      viciously across the bridge of his nose.
      250 pounds of doughy attendant hit the floor like a sack of cement.
      Sarah slams the makeshift baton down expertly across the back of his
      head, bouncing him off the linoleum.  Lights out, Douglas.
      She drags him into her cell and locks him in with his own keys.  Then
      swaps her mop-handle for his nice heavy night-stick.

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

      She holds the baton like a pro, laid back along the forearm, police-
      style.  She looks dangerous.
                                              CUT TO:

66 INT. HOSPITAL ENTRANCE/CORRIDOR

      A long corridor ends at a reception area, which is closed, and a
      NIGHT RECEIVING DESK, which is a glass window where they can buzz you
      in through a heavy door.  A NIGHT NURSE types at a desk nearby.  She
      looks up at the sound of footsteps and sees a young cop (T-1000)
      walking toward her.
                              T-1000
              You have a Sarah Connor here?
      She assumes he's with the other cops.  Smiles.
                              NIGHT NURSE
              Running late, aren't you?
      She turns to the inner door to buzz him in and sees Silberman and the
      cops coming toward the door from the other side.
                              NIGHT NURSE
              Your friends are on their way out now...
      When she turns back to the window, T-1000's no longer there.  She
      goes to the counter and leans out to see if he's at the drinking
      fountain or someplace.  No.  Reception is empty.  And so is the long
      corridor beyond.  She frowns.  Too weird.

66A Silberman comes through the solenoid door with Mossberg and

      Weathersby, the two uniformed cops, and the hospital security guard.
      The guard retrieves his 9mm pistol from a lock-out box behind the
      night desk.  Silberman faces him.
                              SILBERMAN
              Lewis, see these gentleman out and them lock
              up for the night.
      The security guard nods.  Silberman goes back into the secure area of
      the hospital and the cops walk down the long corridor to the main
      doors.  No sign of T-1000.  Mossberg and the other cops exit, and
      the guard locks the door behind them.

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

      dark, with the light at the night desk far ahead like a sanctuary.
      His footsteps ring hollowly on the tile floor.  His keys jingle.

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

      later the floor starts to move.
      It shivers and bulges upward like a liquid mass, still retaining the
      two-tone checkerboard of the tile.  It hunches up silently into a
      quivering shadow in the darkness past the guard.

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

      The guard stops as the drinking fountain.  Bends to take a sip.
      Behind him the fluid mass as reaches six feet of height and begins to
      resolve rapidly into a human figure.  It loses the color and texture
      of the tile and becomes... THE GUARD.
      T-1000's mass has been spread out a quarter of an inch thick over
      several square yards of floor.  The guard walked over the T-1000, and
      his structure was sampled that instant.  Now we see it drawing in and
      pulling up to form the figure of the guard.
      The T-1000/Guard's feet are the last to form, the last of the "liquid
      floor" pulling in to form shiny black guard shoes.  The shoes detach
      with a faint sucking sound from the real floor as the T-1000/Guard
      takes its first step.

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

      He has one deeply disturbing moment to consider the ramifications of
      that.  Then he sees his double calmly raise its hand and,
      inexplicably, points his right index finger directly at the real
      guard's face, about a foot away.  In a split second, the finger
      spears out, elongating into a thin steel rod which snaps out like a
      stiletto, slamming into the guard's eye.
      It punches into the corner of the eye, past the eyeball like a trans-
      orbital lobotomy tool, and emerges from the back of the guard's skull.
      Life quietly empties from the guard's face.  He is dead weight,
      hanging from the rod/finger with suddenly reacts -- SSSNICK.  As the
      guard slumps, the T-1000 takes his weight easily with one hand and
      walks him, like it's carrying a suit on a hanger, back toward the
      night desk.  The wounds are so tiny, no blood drips onto the floor.

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

      dragging something casually which she can't see because it's below
      the countertop.
                              NIGHT NURSE
              Whatcha got, Lewis?
                              T-1000/GUARD
              Just some trash.
      She nods, uninterested.  Keeps typing.  T-1000 moves past, dragging
      the unseen guard toward a closet down the hall from the night
      receiving station.  T-1000/Guard removes the Browning High-Power
      pistol and the keys from the real guard's belt, then stuffs the body
      into the utility closet.

66G INT. CORRIDOR/NIGHT RECEIVING DESK

      T-1000/Guard comes back out and glances at the nurse.
                              T-1000/GUARD
              All set.
      She glances toward it.  Sees the Beretta in its holster.
                              NIGHT NURSE
              Gotta check the gun first, Lewis.
                              T-1000/GUARD
              Yeah, sorry.
      T-1000 opens the locker and blocks it from her view with its body as
      it mimes putting the gun in.

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

      setting the gun in the locker, it inserts the pistol into it own
      chest, where is disappears inside like it was dropped into a pot of
      hot fudge.  It withdraws its hand.  The chest is once again a surface
      that looks like cloth, buttons, name-tag etc.  You'd ever guess it was
      really an intelligent liquid metal.
      T-1000 slams the locker door and waits as the nurse hits the button
      unlocking the door with a BUZZ-CLACK.  T-1000/Guard goes through.
                                              CUT TO:

67 INT. ISOLATION SECURITY CHECKPOINT

      A small room before a short SALLY-PORT corridor designed to prevent
      violent inmates from making a run for it.  There are doors at each
      end.  The first one is barred like a jail-cell door, and the second
      is a steel fire door.  The attendants have a video monitor with which
      they can see the corridor on the other side of the doors.
      The two bored attendants barely notice the T-1000/Guard as it
      approaches.  Looks briefly at a chart next to the door, seeing
      SARAH CONNOR is in #19.

67A IN THE ISOLATION WARD, the T-1000 passes a nurses' station which looks

      a cage, walled in by heavy metal mesh.  Silberman, leaning in the open
      doorway, is talking to an attendant in the cage.  He doesn't glance
      twice at Lewis the Guard passing by.

68 SARAH, moving like a ghost in the darkened corridor, hears footsteps

      coming and quietly but quickly unlocks a cell next to her with
      Douglas' master key.

68A She slips into the cell and waits as the footsteps pass.

      We glimpse the T-1000/Guard pass the window.
      She waits as the footsteps fade away.  She looks over.  A female
      inmate, strapped to a bed, watches her with bird-like eyes.  She puts
      a finger to her lips -- SSHHH.  The inmate nods.  Sarah exits.

68B POV MOVING TOWARD nurse's station. We hear Silberman's voice,

      reviewing medication with the night attendant.
      ON SILBERMAN, yawning, looking at his watch.
      He turns to go... Sarah is there.
      She slams into him, hurling him through the door into the cage and
      follows him in.  The orderly jumps up, going for his stunner, but she
      nails him with Douglas' baton.  WHAP-WHAP-WHAP!  You can barely see
      the thing she's swinging it so fast.  The guys goes down.
      Silberman lunges for the alarm button and she cracks down hard on his
      arm.  He cries out and grabs his wrist.
      She grabs him by the hair and slams him face down on the desk,
      smacking him behind the knees expertly with the baton.
      His legs buckle and he drops to his knees with his chin on the desk.
      She pins him with one hand.  He face is full of outraged disbelief.
                              SILBERMAN
              You broke my arm!
                              SARAH
              There's 215 bones in the human body, motherfucker.
              That's one.  Now don't move!

68B Moving rapidly, she whips open a medication drawer and grabs a

      syringe.
      They keep a few of these handy for tranking unruly patients.  She
      jams it into the orderly's butt and fires the whole shot.  Still
      holding the empty syringe, she sees what she need next.
      They keep the toxic cleaning supplies in here to keep the inmates from
      drinking Drano.  She grabs a plastic jug of LIQUID PLUM'R and slams
      it down on the desk inches from Silberman's eyes.
      She jams the empty syringe into the plastic jug.
      Draws back the plunger.  The syringe fills with blue liquid.
      She whips it out of the jug and jams the needle into Silberman's neck.
      His horrified eyes rack toward it.  10 cc's of blue death fill the
      cylinder.
      Her thumb hovers over the plunger.
      She jerks him to his feet by the collar and gets a tight grip on him,
      then hauls him through the door.

69 IN THE CORRIDOR outside cell #19 the T-1000 stops and looks in the

      window.  Douglas, his face a bloody mess, yells to be heard.
                              DOUGLAS
              Open the door!  The goddamn bitch is loose in
              the halls!
      To Douglas' amazement, Lewis the Guard turns impassively and walks
      away, leaving him shouting soundlessly at the window.
                                              CUT TO:

70 EXT. HOSPITAL

      Terminator and John are approaching the guard gate on the Harley.
      They can see the guard inside looks up at the sound of the engine.
                              JOHN
              Now remember, you're not gonna kill anyone,
              right?
                              TERMINATOR
              Right.
      John looks at him.  He's not convinced.
                              JOHN
              Swear.
                              TERMINATOR
              What?
                              JOHN
              Just say "I swear I won't kill anyone."
      John holds his hand up, like he's being sworn in.  Terminator stares
      at John a beat.  Then mimics the gesture.
                              TERMINATOR
              I swear I will not kill anyone.
      Terminator stops the bike and gets off.
      The guard, sensing trouble, has his gun drawn as he comes out of the
      shack.  Terminator walks toward him drawing his .45 smoothly.  BLAM!
      He shoots the guard accurately in the thigh.
      The guy drops, screaming and clutching his leg.
      Terminator kicks the guard's gun away, then smashes the phone in the
      shack with his fist.  He pushes the button to raise the gate and walks
      back to the bike.
                              TERMINATOR
              He'll live.
      Terminator climbs onto the bike.  They drive toward the hospital,
      heading down an ambulance ramp to an underground receiving area.

71 INT. ISOLATION FLOOR

      The attendants at the security checkpoint look up at the monitor as
      someone enters the corridor.  They see Sarah, holding Silberman at
      syringe-point.
      Sarah speaks to them through an intercom on the wall.  Her voice
      comes through the speaker.
                              SARAH
              Open it or he'll be dead before he hits the
              floor.
      The attendants' adrenaline levels just went off the scale.  The first
      attendant shakes him head no.  The amperage here is really high.  The
      second attendant keys the intercom switch.
                              2ND ATTENDANT
              There's no way, Connor.  Let him go.
      Silberman's face is the color of suet.
                              SILBERMAN
              It won't work, Sarah.  You're no killer.  I don't
              believe you'd do it.
      Her voice is a deadly cold hiss.
                              SARAH
              You're already dead, Silberman.  Everybody here
              dies.  You know I believe that.  So don't fuck
              with me!
                              SILBERMAN
              Open the goddamn door!
      The attendants looks at one another.  One of them hits the solenoid
      button.  The far door unlocks.

71A IN THE LOCKOUT CORRIDOR. Sarah pushes Silberman ahead of her.

      The nearer, barred door must be unlocked manually.
      One of the attendants cautiously approaches.  Nervously unlocks it.
                              SARAH
              Step back!
      
      He does.  She faces both of them.
                              SARAH
              Down on the floor!  Now!
      They comply.  She comes through with Silberman, giving them a wide
      berth.  Starts backing down the hall away from them, still holding
      her hostage.  She's actually pulling this off.

71B ANGLE FROM BEHIND HER. What we can see, but she can't see, it a

      third orderly waiting just around the corner.  He's poised, ready to
      jump her when she comes abreast of him.
      ON SARAH backing up.  She reaches the corner.
      The third attendant lunges, grabbing her syringe-hand.
      Sarah spins on the orderly and catches him across the throat with the
      nightstick.  He loses interest fast, dropping to his knees and
      gagging.  Silberman pulls away, screaming at the top of his lungs
                              SILBERMAN
              Get her!
      They scramble up as Sarah takes off like a shot around the corner.
      One of them hits the panic button and ALARMS begin to sound.

72 IN THE ISOLATION WARD, the T-1000 is looking in at a very stoned

      attendant inside the nurses' station when the alarms shriek through
      the halls.  It reaches into its chest and pulls out the 9mm pistol.
      Heads for the security entrance.

73 IN ANOTHER CORRIDOR in the maze of the vast hospital, Sarah flies

      past us, her bare feet slapping on the cold tiles.  The orderlies
      charge after her.
      She's like an animal in a maze.  She turns the corner, glancing off
      the wall, and sprints on without slowing.  She reaches a steel door.
      Tries it.  Locked.
      Footsteps like a drum solo behind her.
      She fumbles with Douglas' keys, breathing hard.  Jams the master in.
      The orderlies are bearing down on her at full tilt.
      Sarah gets the door open.  Dives through.  Slams it.
      She turns a deadbolt knob just as the first orderly grabs the latch
      on the other side.  He's too late.
      Sarah sees them beyond the window, fumbling with their keys.

73A Sarah is in another sally-port corridor. A jail-cell type barred

      door is between her and the corridors of the ward beyond.
      She sprints to the walls of bars, jams her key into the door.
      She unlocks and pulls open this door just as she hears the latch of
      the one she just came through being unlocked.
      She flings herself frantically through the barred door as the first
      orderly comes through behind her.
      She slams the bars shut.  CLANG.
      Her keys are dangling from the lock on the other side from her.
      The orderly is racing at her, white-lipped with rage.
      She reaches back through the bars, turns the key, and purposefully
      snaps it off in the lock.  An instant later the big orderly slams
      against the door, grabbing through the bars for her as she dances
      back just out of reach.
      He lunges against the steel bars, unbelievably pissed off.
      Sarah takes off running, looking back at the frustrated orderlies.
      They're shouting at each other, unable to fit their keys into the
      lock --
      The broken-off key tip makes it impossible to get their keys in.
      Silberman shouts at them.
                              SILBERMAN
              Go around, goddamnit!  Go around!!
      The orderlies run back the way they came, and along a cross-corridor
      to another set of doors.

73B ON SARAH as she rounds a corner and sees the elevators ahead.

      Now she's home-free.  At a full-tilt sprint, she's nearly there when
      the elevator doors part...
      TERMINATOR steps out... his head swivels to face her.
      Sarah reacts, stricken by the image from her worst nightmares.
      Her eyes go wide as momentum carries her forward.
      Her bare feet slip on the slick tile.  She slams to the floor,
      staring up at the leather-clad figure with the shotgun.
      She loses all semblance of courage and some of her sanity.
      She's not even aware that she is screaming, or what would be
      screaming if she could get the breath to do it.
      In slowed-down dream-time, Sarah scrambles back along the floor like a
      crab, spinning and clawing her way to her feet along the wall.
      She runs like the wind, like in her nightmare.  If she looked back she
      would have seen John step warily out of the corridor behind
      Terminator.  John, however, catches a glimpse of the fleeing Sarah and
      figures out instantly what happened.
                              JOHN
              Mom!!  Wait!
      Sarah doesn't hear.  She has clicked fully into her own nightmare.
      They take off running after Sarah.

73C She is pelting down the long corridor, back the way she came. As she

      reaches an intersection with a cross-corridor a white-clad figure
      blurs from that corridor.  The orderly hits her in a flying tackle.
      She skids across the floor, shrieking and struggling.  The other two
      orderlies leap into the fray.
                              SARAH
              No!  Help me!  Goddamnit, it's gonna kill us
              all!!!
      She is shouting, pleading, trying to get them to understand what is
      coming.  They grab her thrashing arms and legs.  They don't even look
      where the out-of-control woman is pointing... back along the corridor.
      They have pinned her to the cold tiles, a ring of faces above her.
      Silberman leans down to her, holding a syringe with a heavy dose of
      trank.  Sarah cranes her neck and sees the dark silhouette of
      Terminator coming up behind them.  It is exactly her nightmare.
      She screams in utter hopelessness.
      Terminator, holding the shotgun in one hand, reaches down and grabs
      one of the orderlies with his other hand.  He hurls the 200-pound
      guys against the far wall of the corridor.  SMACK!  He drops to the
      floor.
      The other two orderlies react instantly, leaping onto the intruder.
      Terminator seems to disappear for a moment under the two big guys.
      Then there is an explosion of white-clad figures, as the orderlies are
      flung outward like they stepped on a land mine.
      One crashes through a window of safety glass and is caught before a
      two-story fall by the outer steel bars.  The other crashes through an
      office door, splintering it into kindling.
      Silberman has jumped to hold Sarah.  He is grabbed by a roll of skin
      at the back of his neck and lifted like a cat.  The doctor feel his
      feet pedaling above the ground.  He looks into the expressionless
      face.  And it hit him.  Sarah was right... this guy isn't human.
      He feels the fabric of reality crumbling.
      Then he feels himself flying through the air.  The wall smacks him,
      then the floor kicks him in the face.  He decides to lie there a
      second.
      Sarah blinks, staring up at the figure looming over her.
      John kneels next to her.
                              JOHN
              Mom, are you okay?
      She looks from Terminator to John.  Back to Terminator.
      Is this a nightmare?  Or has she finally gone truly bad?
      Incredibly, Terminator politely reaches his hand down to her, offering
      to help her up.  The last thing she ever expected to see.
                              TERMINATOR
              Come with me if you want to live.
      The orderlies are stirring.
                              JOHN
              It's all right, Mom.  He's here to help.
      Sarah, is a daze, takes the huge hand in her shaking fingers.
      Terminator lifts her to her feet.

73D John sees a GUARD standing thirty feet away, on the other side of the

      walls of bars.  John doesn't know what we know, but he knows
      something's not right with this guy.  Terminator turns to follow
      John's gaze.
      The T-1000 had its pistol in its hand, at its side.
      Terminator pushes John behind him.  They start backing up.

73E The T-1000 walks forward, reaching the bars. It doesn't stop.

      Its body divides like jello around the bars.  As it squeezes itself
      through like metal playdough, its surface reforms perfectly on our
      side.  We see it deform and squeeze through like a viscous paste
      forced past an obstacle.
      Silberman has recovered enough to be sitting up and watching this.
      That faint snapping sound is his mind.
      There is a CLANK and we see that the guard's gun has caught against
      the bars... the only solid object.  The T-1000 turns its wrist and
      tries again, slipping the gun endwise through the gap.

73F Sarah is agape. Not reacting. It's been a heavy day for her.

      Terminator grabs John by the seat of his pants and hooks him up onto
      his back.  John grabs him around the neck.  Terminator raises the
      shotgun and starts backing up.
                              TERMINATOR
              Go!  Run!
      Sarah doesn't need to be told twice.
      T-1000 walks toward them, opening fire with the Browning Hi-Power.
      Terminator straight-arms the 12-guage like a pistol and FIRES.
      The stunned orderlies flop face down on the floor as the corridor is
      filled with high-velocity lead.  One of them, stupidly running for the
      cross-corridor, gets hit by the T-1000.
      Terminator is hammered by several slugs, and the T-1000 is cratered
      by two buckshots hits.  It staggers, but comes on.  In the craters
      we see bright mercury before they close and reseal, disappearing in a
      second.

73G Terminator makes it around the corner and breaks into a run. Ahead,

      Sarah is already at the elevator.  Terminator and John pile in and
      John slaps the button for "Garage Level".
      The doors start to close.  T-1000 clears the corner.
      Terminator slams John and Sarah back against the side walls as the
      T-1000 charges at them, rapid firing the Browning.
      The rounds hit the steel doors as they close.
      T-1000 keeps pumping them at the closing gap.

73H Inside, they see the backside of the doors denting with the hits that

      are punching holes in the other side.

73I The Browning locks open, empty. T-1000 drops it without a glance

      back.  The doors close.  K-WHAM!  The T-1000 hits them a split second
      later.  The elevator hasn't moved yet.  SSWWIKK!

73J A sword-like blade rams through in between the doors, forcing them

      open.  Terminator jams the shotgun through the widening gap.  Punches
      the muzzle right INTO T-1000's face -- BOOM!!

73K We get a glimpse of the T-1000's head blown apart by the blast. It

      is hurtled back.  The doors close.  The car descends.

73L ON THE T-1000, outside the elevator. Its head, which is blown apart

      into two doughy masses lying on the shoulders, reforms quickly.
      There is no trace of the injury.  It sees the closed door and jams its
      hands between them, its fingertips becoming pry-bars.  It pulls the
      doors apart with inhuman strength

73M and LEAPS INTO THE OPEN SHAFT.

      It falls two floors and...

74 IN THE ELEVATOR. Out trio hears a loud THUMP on the roof.

      Terminator, reloading the shotgun, looks up.
      Sarah grabs the .45 from his waistband and aims it at the ceiling.
      BEAT...
      Then CLANGG!! a swordlike shaft punches through the ceiling and spears
      down four feet into the elevator car.
      It is inches from Sarah's face.
      She opens fire, BAM-BAM-BAM -- right through the roof.
      Lighting-fast the lance withdraws and thrusts down again, slashing
      Terminator's jacket, and missing John by inches.
      Terminator chambers a round and K-BOOM! the 12-guage opens a hole in
      the ceiling.
      Terminator rocks out in a fury of firing/cocking/firing as the metal
      shafts slash down again and again.  Sarah yells in pain as one of them
      slices open her upper arm.

75 The doors open. Sarah pulls John out as soon as the gap is wide

      enough.
      They emerge into the basement.  We see the Harley parked nearby.
      Terminator, in a rearguard action, fires another blast through the
      ceiling and runs out.  He throws his leg over the Harley, kicks it to
      life with one powerful stroke and then whips something out of the
      inner pocket of his jacket.  He throws it to John.  A road flare!?

76 In the elevator, the T-1000 has bashed a hole in the ceiling big

      enough to...
      Pour itself through.
      A massive blob of mercury extrudes from the opening.  The mass drops
      through the hole, down out of frame, then comes back up into frame
      as Officer X.
      It seems to need just a second to get its mental act together after
      doing this king of taffy-pull with itself.  It opens its eyes and
      sees --

77 TERMINATOR, the shot gun held in his teeth, astride the roaring

      Harley twenty feet away.  Terminator twists the throttle and pops the
      clutch.
      The back tire screams on the concrete.  The front wheel lifts off the
      ground and the heavy bike launches in a thundering wheelie.
      Terminator gets off just before the bike hurtles into the elevator.
      The Harley slams the T-1000 square and smashes it right through the
      back wall of the elevator.
      Terminator rolls to his feet.
      Johns strikes the flare on the concrete.  Tosses it.
      Terminator catches the life flare with one hand.
      Levels the shotgun with the other.
      With his last round he blows a big hole in the bike's gas tank.
      Gas splashes everywhere, covering the struggling T-1000.
      Terminator tosses the flare.  KA-VOOOM!
      The explosion knocks Terminator backward off his feet, enveloping him
      in the fireball.  He gets up, smoking, and runs after John and Sarah
      toward the exit ramp.

78 AT THE EXIT RAMP. They are partway up when a blue-and-white hospital

      security car comes screeching down the other way.
      Without breaking stride Sarah runs right at the car.  It skids to a
      shrieking halt.  She's in the guy's face with the .45 in both hands.
                              SARAH
              Out of the car!!
      The patrol guy is thinking what he can try when BLAM! she puts a round
      through the glass next to his head.
                              SARAH
              RIGHT NOW!
      The door opens and the guy is coming out with his hands up as
      Terminator arrives.  The cyborg flings the rent-a-cop out of the way
      and slides behind the wheel.  Sarah gets John into the back seat and
      dives into the front passenger seat as --

78A Terminator slams the car into reverse and punches it, lighting up the

      tires on the slick ramp.
      Terminator hands the shotgun over his shoulder to John and tells him
      to reload.  John pulls some shells from the pocket of his army jacket
      and starts feeding them in.
      Terminator power backward up the ramp, scraping along one wall, barely
      in control.  Because...

79 The T-1000 is running at them out of the inferno below.

      This guy won't quit.  Shifting from chrome mode to cop-form as it
      runs.
      It sprints up the ramp after the retreating car.  T-1000 is gaining.

80 Terminator hands Sarah another magazine for the .45. She snatches

      it, drops the other out, and slaps in the new one.  Cocks the slide.
      The car backs along the service driveway toward the security gate.
      John hands the shot gun back to Terminator.
      He leans out the window and takes aim at the pursuer.
      The T-1000's face is right in the headlights.

80A Terminator fires, blowing a hole in its shoulder. Shiny liquid metal

      visible in the hole, which then closes.

80B Sarah, half out the passenger window, opens fire.

      The car crashes backward through the security barricade.
                              TERMINATOR
                      (calmly)
              Hang on.
      He cuts the wheel hard.  The car slews into a reverse 180, swapping
      ends with a screech.
      T-1000 is almost on them.
      Terminator punches it.  The car accelerates forward.

80C T-1000 leaps. Lands on the trunk.

      Its hand is a metal crowbar slammed down through the trunk lid.
      Feet dragging on the pavement, it slams its other hand down,
      punching another metal hook into the trunk lid, pulling itself up.
      Terminator turns to Sarah.
                              TERMINATOR
              Drive.
      Terminator heaves himself half out the driver's window.  Sarah slaps
      her foot down on the throttle and steers from the passenger side.

80D T-1000, fully on the car now, holds on with one hook-hand while it

      slams the other into the back window, sweeping away the glass and
      missing John by inches as he ducks.
      It draws back for another swing, lunging forward as --

80E Terminator whips the shotgun over the roof of the car.

      Fires point-blank.
      Hits the T-1000's arm just above the "hand" which anchors it to the
      car.  The 12-guage blows the arm apart, severing the hook-hand.

80F T-1000 tumbles backward off the accelerating car.

      John looks out the back window, his eyes wide.
      He sees the T-1000 roll to his feet and continue running.
      But he's dropping way behind now.  Sarah has the car floored and the
      liquid-metal killer won't catch them on foot.

80G John watches, in awe, as the "crowbar hand", stuck into the trunk

      right in front of him, reverts to the neutral polyalloy... a kind of
      think mercury.  The gray metal slides off the trunk of the car and
      falls onto the road to lie there in a quivering blob.

80H The car speeds off into the night.

      REVERSE on the T-1000, walking now, coming right up into closeup,
      watching the tail lights recede.  It looks down.

80I ANGLE ON BLACKTOP, tight on the liquid metal blob. Next to it is the

      T-1000's shiny cop shoe.  The mercury blob crawls and rejoins the
      main mass, disappearing into the "shoe".

81 INT./EXT. SECURITY CAR

      A GHOST CAR blasts out of the darkness on a long stretch of moonlight
      highway.  Headlights off, the hospital security car punches a hole in
      the wind.

81A INSIDE THE SPEEDING CAR the energy is still high. The air is blowing

      in the shattered windows as Terminator drives the car easily by
      electronic night-vision.  His eyes glow faintly red.
                              JOHN
              Can you see anything?

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

      day.

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

                              TERMINATOR
              Everything.
                              JOHN
              Cool.
      Sarah looks at Terminator, still not quite believing this is
      happening.  But this is a different Sarah than the waitress of 1984.
      She spends only a second or two dealing with the unbelievable.
      Then she turns to John in the back seat.
                              SARAH
              You okay?
      He nods.  She reaches for John and we think she's going to hug him.
      She starts to rub her hands over him and we realize she's checking for
      injuries, very clinically the way a vet checks a dog for broken bones.
      He pulls away from her.  He hates her always checking him, treating
      him like he might break, like some piece of rare china.
                              JOHN
              I said I was okay.
      Sarah looks at him, exasperated and stern.
                              SARAH
              It was stupid of you to go there.
      John stares at her, surprised.
                              SARAH
              Goddamnit, John, you have to be smarter than
              that.  You're too important!  You can't risk
              yourself, not even for me, do you understand?
              I can take care of myself.  I was doing fine.
              Jesus, John.  You almost got yourself killed.
      We see his chin quiver.  He's a tough kid, but all he really wants is
      for her to love him.  He hasn't had enough years on the planet yet to
      be the man of steel she demands.
                              JOHN
              I... had to get you out of the place... I'm
              sorry, I...
      His face crumples.  He starts to cry.  Sarah gives him a cold stare.
                              SARAH
              Stop it!  Right now!  You can't cry, John.
              Other kids can afford to cry.  You can't.
      He's trying to be brave, he really is.  Terminator turns and sees the
      water leaking from his eyes.  It doesn't make and sense to him.
                              TERMINATOR
              What is wrong with your eyes?
      John turns away, ashamed.  Sarah lets her breath out, realizing how
      keyed up she is.  She turns to Terminator, giving him a wary once-
      over.
                              SARAH
              So what's your story?
                                              CUT TO:

82 EXT. MENTAL HOSPITAL

      The cops have shown up, as they always do.  There are black-and-whites
      everywhere, and ambulances are arriving.  Two cops and an orderly are
      required to subdue poor Doctor Silberman, who is raving at the top of
      his lungs.
                              SILBERMAN
              ... it was all true and we're all going to die
              and the changed, I saw him change!!
      It's quite pathetic.
      A nurse shoots him up with a sedative.  They lead him away.

82A T-1000 walks unperturbed among the milling cops. No one notices him.

      It slips into its cruiser and drives off into the night.

83 INT. CAR

      Terminator drives steadily into the black night.
                              SARAH
              This T-1000... what happens when you shoot it?
                              TERMINATOR
              Ballistic penetration shocks it, but only for a
              few seconds.
      Sarah thinks about that.  Then:
                              SARAH
              Can it be destroyed?
                              TERMINATOR
              Unknown.
      They ride along in silence for a few seconds.
      Sarah sees something up ahead, some lonely neon in the blackness.
                              SARAH
              Pull in here.  We have to ditch this car.

84 EXT. SERVICE STATION - NIGHT

      A rundown gas station with a buzzing neon sign and no one around.
      They pull into the drive and slowly cruise past the empty office.  A
      sign in the window says CLOSED SUNDAYS.  They continue around the
      building to the garage's back door.
      AT THE GARAGE DOOR.  Terminator breaks the lock on the roll-up door
      and raises it.  Sarah pulls the security car in out of sight.
      Terminator rolls the door down behind them.

85 INT. GAS STATION

      Dark.  Sarah switches on the single drop-light.  She and Terminator
      look at each other.  Terminator is shot-up and bleeding, and Sarah
      has a vicious slash in her upper arm which was soaked her sleeve with
      blood.
                              SARAH
              You look like handmade shit.
                              TERMINATOR
              So do you.
                                              CUT TO:

86 TIGHT ON FIRST-AID KIT from the office, plus some not-so-oily rags, a

      bottle of rubbing alcohol, a few small tools, and other makeshift
      odds and ends.  Terminator's hand comes into shot.  Sets down a bloody
      rag.  Picks up a clean one.
      WIDER.  Sarah sits on an empty crate.  Terminator's is beside her,
      suturing her wound with some fine wire from the winding of an
      alternator.  Using a pair of needlenose pliers he draws the wire
      through her pale skin with a delicate hand.
                              TERMINATOR
              I have detailed files on human anatomy.
      Sarah stares into his face, inches away, fighting the pain.  She
      doesn't like him being this close to her to begin with, let alone
      carving on her.
                              SARAH
              I'll bet. Makes you a more efficient killer,
              right?
                              TERMINATOR
              Correct.
                                              CUT TO:

87 TIGHT ON TERMINATOR'S BACK. The leather jacket is riddled with bullet

      holes.  Sarah and John help pull it off, revealing Terminator's
      broad, muscular back beneath.
      WIDER.  John and Sarah stare in amazement.  There are at least twenty
      bullet holes in him.  Back.  Arms.  Legs.  Fortunately they're all
      9mm.  The holes are small and the damage cosmetic.
                              JOHN
              Does it hurt?
                              TERMINATOR
              I sense injuries.  The data could be called
              pain.
      TIGHT ON SARAH AND TERMINATOR.  Sarah starts washing the bullet holes
      in his broad back with alcohol.
                              SARAH
              Will these heal up?
      Terminator nods.  She reaches into the bloody wounds with pliers and
      finds the copper-jacketed bullets, flattening against the armored
      endoskeleton.  Pulls them out.  They CLINK one by one into a glass.
                              SARAH
              That's good.  Because if you can't pass for
              human, you won't be much good to us.
      She concentrates on removing the slugs.  CLINK.  CLINK.
                              JOHN
              How long do you live?  I mean, last?
                              TERMINATOR
              A hundred and twenty years on my existing
              power cell.
      Sarah nods, pulling out another slug.  CLINK.  The glass nearly full
      of flattened bullets.  She begins to sew the holes closed with a few
      wire sutures.  John watches in quiet amazement, the two warriors
      calmly fixing each other.
                              JOHN
              Can you learn?  So you can be... you know.
              More human.  Not such a dork all the time.
      Terminator turns towards him.
                              TERMINATOR
              My CPU is a neural-net processor... a learning
              computer.  But Skynet presets the switch to
              "read-only" when we are sent out alone.
                              SARAH
                      (cynical)
              Doesn't want you thinking too much, huh?
                              TERMINATOR
              No.
                              JOHN
              Can we reset the switch?
                                              CUT TO:

88 E.C.U. OF AN X-ACTO KNIFE cutting into Terminator's scalp at the base

      of his skull.  His voice calmly directs Sarah as she spreads the bloody
      incision and locates the maintenance port for the CPU in the chrome
      skull beneath.
                              TERMINATOR
              Now open the port cover.
      She wipes away the blood and uses the garage-mechanic's air tools to
      unscrew the port cover.

88A TERMINATOR POV (DIGITIZED) as he watches her work in a mirror they've

      taken from the washroom.  Sarah and John are standing behind him.
      Her hands are covered with blood, like a surgeon's.
                              TERMINATOR
              Hold the CPU by its base tab.  Pull.
      Following the instructions, she reaches in with a pair of tweezers and
      PULLS -- there is a BURST OF STATIC and the screen goes BLACK.
                                              CUT TO:

89 TIGHT ON JOHN AND SARAH looking at what she has removed. A reddish-

      brown ceramic rectangle with a connector on one end.  About the size
      and shape of a domino.  On close inspection it appears to be made up
      of small cubes connected together.  It is identical to the shattered
      one in the vault at Cyberdyne Systems.  Now we know it is that that
      Miles Dyson values so highly.  The brain of a terminator.

89A WIDER. John walks around Terminator and looks at his face.

      Eyes open, he is completely inert.  Dead.
      John lifts his huge hand.  The dead servos whine sullenly as he forces
      them.  It's like rigor mortis.  He releases the hand and it stays in
      the lifted position.  Sarah examines the CPU chip.
                              JOHN
              Can you see the pin switch?
      She ignores him.  See looks at Terminator.
      The back at the chip.
      Then she sets it on the work table and picks up a small sledge hammer.
      John realizes what she is about to do.  Dives at her as the sledge is
      whistling down.
                              JOHN
              No!!!!
      He slaps his hand down over the chip.
      Sarah barely stops the sledge before smashing his fingers.
                              SARAH
              Out of the way, John!
                              JOHN
              No!  Don't kill him!
                              SARAH
              It, John.  Not him.  It.
                              JOHN
              Alright, it!  We need it!
      John keeps his hand right where it is.
                              SARAH
              We're better off by ourselves.
                              JOHN
              But it's the only proof we have to the future...
              about the war and all that.
                              SARAH
              I don't trust it!  These things are hard to
              kill, John, believe me, I know.  We may never
              have this opportunity again.
                              JOHN
              Look, Mom, if I'm supposed to ever be this great
              leader, you should start listening to my
              leadership ideas once in a while.  'Cause if you
              won't, nobody else will.
      Smart kid.  He's got her.  She nods, reluctantly.  He palms the chip
      and studies it minutely.

89B John takes a pin and moves the almost invisible switch to the other

      position.
      It is now in "write" mode.  Then he grimaces as he inserts the wafer
      back into the slot in Terminator's skull.

89C TERMINATOR VISION flares back to life in a burst of static. The image

      forms.  Sarah and John stands behind him in the mirror.
                              TERMINATOR
              Was there a problem?
      John glances sheepishly at Sarah,  Then smiles at Terminator.
                              JOHN
              No problem.  None whatsoever.
                                              CUT TO:

90 JOHN SLEEPING, lying on a pile of rags next to a stack of tires.

      The lights are off.  Sarah sits nearby, cross-legged, he back against
      the wall.
      The .45 is cradles in her lap.  She looks weary, but she won't allow
      herself to sleep with Terminator present.
      By the office windows, in a slash of moonlight, is Terminator.  He
      stands silent and still, watching the night.  Only his eyes move,
      tracking with the occasional car passing on the road.  He figure
      silhouetted and still.
                                              DISSOLVE TO:

91 SAME IMAGE. Now DAYLIGHT streams in the dusty windows.

      Terminator has not moved.  Faithful machine sentinel.  He turns at a
      sound.  John stirs, waking up.  He squints into the sunlight.  Sarah
      is still awake.  She gets up, wincing at the pain in her arm.
                                              CUT TO:

92 EXT. GAS STATION - DAY (LATER)

      John and Terminator walks to an old Chevy pickup parked behind the
      garage.  The day is clear but windy.  Dust devils chase themselves
      behind the place.  The pickup is locked but Terminator breaks the side
      window with his fist and opens the door.  He and John climb in.

92A IN THE PICKUP. Terminator has this trick (which you could do too if

      you had servo-driven steel fingers) where he smashes the cowl around
      a steering column with one blow from the palm of his hand.  When it
      shatters he strips it away with a single move, and then turns the stub
      of the lock-mechanism with his fingertips.  This starts the vehicle.
      It takes about three seconds.
      In fact, he does it so quickly, the truck is running by the time John
      flips down the sun visor.  A set of keys drops out and John catches
      them.  Dangles them in front of Terminator's eyes.
                              JOHN
              Are we learning yet?

92B Sarah comes out. She's found a mechanic's coverall inside, used but

      fairly clean.  It doesn't fit her too well, but it's better than the
      stuff from the hospital.  She's still barefoot.
      The sun, which she hasn't seen in months, hurts her eyes,
      Terminator and John pull up in the pickup.  She gets in.

92C TERMINATOR

              We need to get as far from the city as possible.
                              SARAH
              Just head south.
                                              CUT TO:

93 INT./EXT. PICKUP TRUCK/HIGHWAY - DAY

      THE OPEN ROAD.  The pickup roars through light traffic down a long
      stretch of highway.  They set three abreast on the bench seat, John
      in between, like some improbable family on a car trip.
      Sarah leans over to get a look at the speedometer.
                              SARAH
              Keep it under sixty-five.  We can't afford to
              be pulled over.
      Terminator backs off the throttle slightly.
                              TERMINATOR
              Affirmative.
                              JOHN
              No, no, no.  You gotta listen to the way people
              talk.  See, you don't say like "Affirmative" or
              some shit like that.  You say... no problemo.
      Terminator nods, filing away the information.  Sarah is ignoring the
      lesson, lost in thought.
                              JOHN
              It someone comes off to you with an attitude,
              you say "eat me"... if you wanna shine them on,
              it's "Hasta la vista, baby".
                              TERMINATOR
              "Hasta la vista, baby"?
                              JOHN
              Yeah, or "later, dickwad."  Or if someone gets
              upset you say "chill out."  Like that.  Or you
              can do combinations.
                              TERMINATOR
              Chill out, dickwad.
                              JOHN
              That's great!  See, you're getting it.
                              TERMINATOR
              No problemo.
                                              CUT TO:

94-95 OMITTED

96 EXT. ROADSIDE STAND/GAS STATION - DAY

      There's a gas pump and a sleazy fast-food stand.  Picnic tables are
      set up at the side of the food stand.  A family sits at one, children
      playing and running about.

96A The pickup truck pulls into the lot. Stops at the gas pump.

      Sarah turns to John.
                              SARAH
              You got any cash?
      John pulls what's left of his Ready-Teller money from his pocket.
                              JOHN
              Only a couple hundred bucks.  I'll give you
              half.
      Sarah grabs all of it.  Peels off a twenty, hands it to John.
                              SARAH
              Get some food.
      She opens the truck door and steps out.  John turns to Terminator.
                              JOHN
              No sense of humor.

97 THE ORDERING WINDOW as John and Terminator approach.

                              JOHN
              And that's another thing.  You could lighten up
              a bit, yourself.  This severe routine is getting
              old.  Smile once in a while.
                              TERMINATOR
              Smile?
                              JOHN
              Yeah.  Smile.  You know.  People smile, right?
              Watch.
      Goes to the order window.
                              JOHN
                      (smiling broadly)
              Hi.  Nice place you got here.  How's business?
                              WINDOW WOMAN
                      (stone-faced)
              Gimme a break.
                              JOHN
                      (to Terminator)
              Okay.  Bad example.  Over there, look.
      John points at THREE TEENAGE GUYS standing at a drinking fountain
      nearby.  One of them has said something funny and the others are
      laughing, grinning.
                              JOHN
              Like that.
      TERMINATOR POV (DIGITIZED)  The real-time image continues while a
      replay of one of the guys grinning runs in a window.  It expands, so
      that the guy's mouth fills the window.  Replays again in slow motion.
      A vector-graphic of the lips smiling appears, along with an array of
      symbolic data.
      Terminator tries it.  The result is dismal.  A rictus-like curling of
      the lip.  Terminator's next effort is a marginal improvement.
                              JOHN
              I don't know, maybe you could practice in front
              of a mirror or something.
                                              CUT TO:

98 EXT. REST STOP/PICKUP TRUCK - DAY (LATER)

      Sarah and John are eating cheeseburgers and fries, sitting in the
      truck and on the curb respectively.  They are parked away from the
      other families, at the end of the gravel parking area.  Terminator
      is pouring coolant into the radiator.  Sarah is deep in through,
      turning and turning the whole thing in her brain.  John, unable to
      deal with her silence, goes around to where Terminator is working.

98A John sees two kids playing with machine-gun water pistols nearby,

      viciously squirting each other.
                              FIRST KID
              You're dead!
                              SECOND KID
              Am not!
                              FIRST KID
              Are so!
      John and Terminator watch them rolling on the ground in a fight to the
      death.  Sarah rounds the front of the truck, and sees the kids.  John
      sighs, solemn.  He looks up at the cyborg.
                              JOHN
              We're not gonna make it, are we?  People, I
              mean.
                              TERMINATOR
              It is in your nature to destroy yourselves.
      John nods, depressed.
                              JOHN
              Yeah.  Drag, huh?
                              SARAH
              I need to know how Skynet get built.  Who's
              responsible?
                              TERMINATOR
              The man most directly responsible is Miles Bennet
              Dyson, Director of Special Projects at
              Cyberdyne Systems Corporation.
                              SARAH
              Why him?
                              TERMINATOR
              In a few months he creates a revolutionary
              type of mircoprocessor.
                              SARAH
              Then what?

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

                              TERMINATOR
              In three years Cyberdyne will become the largest
              supplier of military computer systems.  All
              stealth bombers are upgraded with Cyberdyne
              computers, becoming fully unmanned,  Afterward,
              the fly with a perfect operational record.
                              SARAH
                      (getting behind John)
              Uh huh, great.  Then those fat fucks in
              Washington figure, what the hell, let a computer
              run the whole show, right?
                              TERMINATOR
              Basically.
                      (starting the engine, backing
                      out)
              The Skynet funding bill is passed.  The system
              goes on-line August 4th, 1997.  Human decisions
              are removed from strategic defense.  Skynet
              begins to learn, at a geometric rate.  It becomes
              self-aware at 2:14 a.m. eastern time, August 29.
              In a panic, they try to pull the plug.
                              SARAH
              And Skynet fights back.
      They accelerate back onto the highway.
                              TERMINATOR
              Yes.  It launches its ICBMs against their
              targets in Russia.
                              SARAH
              Why attack Russia?
                              TERMINATOR
              Because Skynet knows the Russian counter-strike
              will remove its enemies here.
                              SARAH
              Jesus.
                      (beat, then)
              How much do you know about Dyson?
                              TERMINATOR
              I have detailed files.
                              SARAH
              I want to know everything.  What he looks like.
              Where he lives.  Everything.

99 INT. DYSON HOUSE - DAY

      Miles Dyson sits at the huge desk in his study.  He is deep in
      thought, tapping away at the keyboard of his home computer terminal.
      Next to desk are racks of sophisticated gear.  On a Sunday morning,
      when most men are relaxing, spending time with their families, Dyson
      is hard at work.
      IN A PROFILE CLOSEUP we see him in deep concentration, his mind
      prowling the labyrinth of his new microprocessor.
      A WOMAN'S FACE ENTERS FRAME soundlessly behind him.  He doesn't hear
      her.  His wife, TARISSA, extends her tongue and traces it down the
      back of his neck.  He smiles and turns to kiss her good morning.
      She's still in her bathrobe, holding coffee.  He's been up for hours.
      He turns and goes back to work, forgetting instantly that she is
      standing there.
      She watches him work, the arcane symbols moving across the screen.
      We see her frustration, her inability to truly enter the magic box
      of his world.
                              TARISSA
              You going to work all day?
                              DYSON
              I'm sorry, baby.  This thing is just kicking my
              ass.  I thought we had it with this one...
      He points to a metal box on his desk, about two feet long.  As
      assembly of small cubes.  It looks like a dinosaur version of
      Terminator's CPU.
                              DYSON
              ... but the output went to shit after three
              seconds.  I'm thinking now it's the way I'm
              matrixing the command hierarchies...
                              TARISSA
              You need a break.  You'll see it clear when you
              come back.
                              DYSON
              I can't
                              TARISSA
              Miles, it's Sunday.  You promised to take the
              kids to Raging Waters today.
                              DYSON
              Oh.  I can't, honey.  I'm on a roll here.
      He takes her hands.  We see a childlike excitement in his face.  He
      wants so badly to share the almost orgasmic thrill of discovery,
      the satisfaction of creation.
                              DYSON
              Baby, this thing is going to blow 'em all away.
              It's a neural-net process --
                              TARISSA
              I know.  You told me.  It's a neural-net
              processor.  It thinks and learns like we do.
              It's superconducting at room temperature.
              Other computer are pocket calculators by
              comparison.
                      (she pulls away from him)
              But why is that so goddamn important, Miles?
              I really need to know, 'cause I feel like I'm
              going crazy here, sometimes.
                              DYSON
              I'm sorry, honey, it's just that I'm thiiis
              close.
      He holds up his thumb and index finger... a fraction of an inch apart.
      She picks up the prototype.  It doesn't look like much.
                              DYSON
              Imagine a jetline with a pilot that never makes
              a mistake, never gets tired, never shows up to
              work with a hangover.
                      (he taps the prototype)
              Meet the pilot.
                              TARISSA
              Why did you marry me, Miles?  Why did we have
              these two children?  You don't need us.  Your
              heart and your mind are in here.
                      (she stares at the metal box
                      in her hands)
              But it doesn't love you like we do.
      He takes the anodized box from her hands and sets it down.  Then he
      puts his hands on her shoulders and kisses her gently.  She acquiesces
      to his kiss.
                              DYSON
              I'm sorry.
      Tarissa glances over his shoulder.  She nods her head toward the
      doorway to the study.  Dyson turns and sees their two kids standing
      there.  Danny (6) and Blythe (4) look rumpled and adorable in their
      PJs.  Dyson wilts at their hopeful expressions.
                              TARISSA
              How about spending some time with your other
              babies?
      Dyson grins. The forces of darkness have lost this round.  He holds
      out his hands and his kids run to him, cheering.
                                              CUT TO:

A100 EXT. DESERT/COMPOUND - DAY

      The desert northwest of Calexico.  Burning under the sun like a
      hallucination.  Heat shimmers the image, mirage-like.
      Terminator turns the pickup off the paved road and barrels along a
      roadbed a sand and gravel, trailing a huge plume of dust.
      A sign at the turnoff says:     CHARON MESA     2 MI
                                      CALEXICO        15 MI

A101 AHEAD is a pathetic oasis of humanity in the vast wasteland, a couple

      of aging house-trailers, surrounded by assorted junk vehicles and
      desert-style trash.  There is a dirt airstrip behind the trailers, and
      a stripped Huey helicopter sitting on block nearby.
      The truck rolls to a stop in a cloud of dust.  The place looks
      deserted.  The door to the nearest trailer bangs in the wind.
                              SARAH
                      (to Terminator and John)
              Stay in the truck.

A102 ANGLE FROM INSIDE ANOTHER TRAILER, NEARBY.

      A DARK FIGURE in the F.G. has an AK-47 trained on the pickup as
      Sarah gets out.
      ON SARAH peering through the backlit dust.
      The sound of wind.  She approaches the trailer.
                              SARAH
                      (in Spanish)
              Enrique?  You here?
      She hears KACHANK! behind her and spins, whipping out her .45 in one
      motion.
      ENRIQUE SALCEDA stands behind a rusting jeep, a 12-gauge pump trained
      on her.  He is mid-forties, a tough Guatemalan with a weathered face
      and heavy mustache.  He wears cowboy boots and a flak vest, no shirt.
                              SALCEDA
              You pretty jumpy, Connor.
      His fierce face breaks into a broad grin.  The shotgun drops to his
      side as he walks toward her.  When he reaches her he hugs her, then
      steps back.
                              SALCEDA
                      (in Spanish)
              Good to see you, Connor.  I knew you'd make it
              back here sooner or later.
      He grins at John as he steps from the truck, and then clocks
      Terminator getting out.
                              SALCEDA
              Oye, Big John!  Que pasa?  Who's your very large
              friend?
                              JOHN
                      (perfect Spanish)
              He's cool, Enrique.  He's... uh... this is my
              Uncle Bob.
                      (to Terminator, in English)
              Uncle Bob, this is Enrique.
      Terminator smiles.  Sort of.  Salceda squints at him,
                              SALCEDA
              Hmmm.  Uncle Bob, huh?  Okay.
                      (yelling)
              Yolanda.  Get out here, we got company.  And
              bring some fucking tequila!
      A thin Guatemalan KID, FRANCO, eighteen or so, comes out of the
      trailer with the AK-47, followed by Salceda's wife, YOLANDA.  She has
      THREE younger children with her, from a five-year-old GIRL, JUANITA,
      to a year-and-half-old BOY.  She waves at John.  They exchange
      greetings in Spanish.  They seem like nice people.
      Terminator looks down at John, next to him.  He says quietly...
                              TERMINATOR
              Uncle Bob?
                              SALCEDA
                      (to Sarah)
              So, Sarahlita, you getting famous, you know
              that?  All over the goddamn TV.
      Salceda rips the cap off the tequila bottle.  The two-year-old toddles
      to Terminator and grabs his pants, sliming them with drool.
      Terminator looks down at the tiny kid, fascinated.  What is it?
      He picks up the child with one huge hand.  Looks at it.  Turns it
      different ways.  Studying it.  Then sets it down.  The kid waddles
      off, a little dizzy.
                              SALCEDA
              Honey, take Pacolito.  Thanks, baby.
      She hands him the tequila and takes the child.  Salceda takes a long
      pull from the Cuervo bottle.
                              SALCEDA
                      (to Terminator)
              Drink?
      Terminator gestures "no" at the proffered bottle, but Sarah grabs it
      and takes a long pull.  She lowers it without expression.  Her eyes
      don't even water.
                              SARAH
              I just came for my stuff.  And I need clothes,
              food, and one of your trucks.
                              SALCEDA
                      (grinning)
              Hey, how about the fillings out of my fucking
              teeth while you're at it?
                              SARAH
              Now, Enrique.
                      (turns to Terminator and John)
              You two are on weapons detail.
                                              CUT TO:

A103 EXT. COMPOUND/BEHIND THE TRAILERS

      There is an aging and rusted Caterpillar sitting behind one of the
      trailers.  John expertly backs it toward Terminator who is holding
      one end of a piece of heavy chain which disappears into the sand.
                              JOHN
              Hook it on.
      Terminator hooks the chain onto the towhook on the back of the
      tractor.  John hits the throttle and the Cat churns its treads,
      pulling some massive load.  A six-by-eight foot sheet of steel plate
      moves slowly under six inches of sand.
      John drags it far enough to reveal... a rectangular hole in the
      ground.  Like the mouth of a tomb.  The kid drops down from the
      tractor and walks to the hole.
                              JOHN
              One thing about my mom... she always plans
              ahead.

A104 INT. WEAPONS CACHE

      From inside the "tomb".  Sunlight slashes down into a cinder-block
      room, less than six feet wide but over twenty long.  Sand spills down
      the steps.  The walls are lined with guns.
      John precedes Terminator into Sarah's weapons cache.  Rifles, pistols,
      rocket launchers, mortars, RPGs, radio gear.  At the far end, boxes
      containing ammo, grenades, etc. are stacked to the ceiling.
      Terminator gets real alert.  Scanning, wondering where to begin.  He
      picks up a MAC-10 machine pistol.  Racks the bolt.
                              TERMINATOR
              Excellent.
                              JOHN
              Yeah, I thought you'd like this place.

A105 EXT. COMPOUND/NEARBY

      Sarah emerges from a trailer.  She has changed.  Boots, black fatigue
      pants, T-shirt.  Shades.  She looks hard.
      Salceda is nearby, packing food and other survival equipment with
      Yolanda.  He looks up as Sarah approaches, and slaps the side of a
      BIG FOUR-BY BRONCO next to him,
                              SALCEDA
              This is the best truck, but the water pump is
              blown.  You got the time to change it out?
                              SARAH
              Yeah.  I'm gonna wait till dark to cross the
              border.
                      (she pulls him away from
                      Yolanda)
              Enrique, it's dangerous for you here.  You get
              out tonight, too, okay?
                              SALCEDA
              Yeah, Saralita.  Sure.
                      (he grins)
              Just drop by any time and totally fuck up my
              life.
      She slaps him on the shoulder.
                                              CUT TO:

A106 INT. WEAPONS CACHE

      Terminator returns from carrying out several cases of ammo.  John is
      selecting rifles from a long rack.
                              JOHN
              See, I grew up in places like this, so I just
              thought it was how people lived... riding
              around in helicopters.  Learning how to blow
              shit up.
      John grabs an AK-47 and racks the bolt with a practiced action.
      Inspects the receiver for wear.  Doesn't like what he sees.  Puts is
      back.  His movement are efficient.  Professional.  Uninterested.
                              JOHN
              Then, when Mom got busted I got put in a
              regular school.  The other kids were, like,
              into Nintendo.
      Terminator has found a Vietnam-era "blooper" M-79 grenade launcher.
      A very crude but effective weapon.  He opens the breech and inspects
      the bore.
                              JOHN
              Are you ever afraid?
      Terminator pauses for a second.  The thought never occurred to him.
      He searches him mind for the answer...
                              TERMINATOR
              No.
      Terminator slings the M-79 and starts looking for the grenades.
                              JOHN
              Not even of dying?
                              TERMINATOR
              No.
                              JOHN
              You don't feel any emotion about it one way
              or the other?
                              TERMINATOR
              No.  I have to stay functional until my mission
              is complete.  Then it doesn't matter.
      John is idly spinning a Sig Saur 9mm pistol on his finger... backwards
      and forwards like Bat Masteron.
                              JOHN
              Yeah.  I have to stay functional too.
                      (sing-songy)
              "I'm too important".
      Terminator pulls back a canvas tarp, revealing a squat, heavy weapon
      with six barrels clustered in a blunt cylinder.  Chain-ammo is fed
      from a canister sitting next to it.  A G.E. MINI-GUN.  The most
      fearsome anti-personnel weapon of the Vietnam era.
      Terminator hefts it.  Looks at John as if to say "Can I?  Please?"
                              JOHN
              It's definitely you.
                                              CUT TO:

A107 EXT. COMPOUND - DAY/LATER

      Sarah and John have their weapons and supply selections laided out on
      two battered picnic tables for cleaning and packing.  Maps, radios,
      documents, explosives, detonators... just the basics.  Sarah is field-
      stripping and cleaning guns, very methodical.  There is no wasted
      motion.
      Not far away, John and Terminator are working on the Bronco.  They're
      greasy up to their elbows, lying on their backs under the engine
      compartment, ratcheting bolts into places on the new water pump.
                              JOHN
              There was this one guy that was kinda cool.
              He taught me engines.  Hold this a second.  Mom
              screwed it up, of course.  Sooner or later she'd
              always tell them about Judgment Day and me being
              this world leader and that's be all she wrote.
      John thinks he's being causal, but his longing for some kind of
      parental connection is obvious.
                              TERMINATOR
              Torque wrench please.
                              JOHN
              Here.  I wish I coulda met my real dad.
                              TERMINATOR
              You will.
                              JOHN
              Yeah.  I guess so.  My mom says when I'm, like,
              45, I think, I send him back through time to
              1984.  But right now he hasn't even been born
              yet.  Man, is messes with your head.  Where's
              that other bolt?
                      (Terminator hands it to him)
              Thanks.  Mom and him were only together for one
              night, but she still loves him, I guess.  I see
              her crying sometimes.  She denies it totally,
              of course.  Like she says she got something in
              her eye.
      They crawl out from under the truck into the bright sunlight.
                              TERMINATOR
              Why do you cry?
                              JOHN
              You mean people?  I don't know.  We just cry.
              You know.  When it hurts.
                              TERMINATOR
              Pain causes it?
                              JOHN
              Uh-unh, no, it's different... It's when there's
              nothing wrong with you but you hurt anyway.  You
              get it?
                              TERMINATOR
              No.
      Terminator gets into the Bronco and turns the ignition key and the
      engine catches with a roar.
                              JOHN
              Alriight!!  My man!
                              TERMINATOR
              No problemo.
      John grins and does a victorious thumbs up.
      Terminator imitates the gesture awkwardly.
      John laughs and makes him get out of the truck, to try the move again.

A108 SARAH, across the compound, pauses in her work to watch John and

      Terminator.

A109 SARAH'S POV… we don't hear what John and Terminator are saying. It

      is a soundless pantomime as John is trying to show some other gestures
      to the cyborg.  Trying to get him to walk more casually.  John walks,
      then Terminator tries it, then John gestures wildly, talking very
      fast... explaining the fundamental principles of cool.  They try it
      again.  Continued ad lib as we hear:
                              SARAH (V.O.)
              Watching John with the machine, it was suddenly
              so clear.  The Terminator would never stop, it
              would never leave him... it would always be
              there.  And it would never hurt him, never shout
              at him or get drunk and hit him, or say it
              couldn't spend time with him because it was too
              busy.  And it would die to protect him.  Of all
              the would-be fathers who came and went over the
              years, this thing, this machine, was the only
              one who measured up.  In an insane world, it was
              the sanest choice.
      Sarah clenches her jaw and goes grimly back to work... a strong woman
      made hard and cold by years of hard choices.
                                              CUT TO;

A110 EXT. ROAD - DAY

      A police cruiser is parked off the side of a quiet, empty road on the
      outskirts of Los Angeles.  A ribbon of traffic moves steadily by on a
      freeway in the distance.  Nothing stirs around the cruiser except some
      pump-jacks sucking the earth on the hill behind it.

A111 IN THE CRUISER. The T-1000 sits inside. John's notes and letters are

      spread out on the seat beside it.  Sarah's voice speaks from a
      cassette deck.  John's tapes.  Her voices mixes with the static filled
      chatter of the radio that T-1000 monitors for any signs of its
      targets.
                              SARAH
              ... if we are ever separated, and can't make
              contact, go to Enrique's airstrip.  I'll
              rendezvous with you there.
      T-1000 whips around and rewinds the tape, replaying the last section.
      It then snaps up the envelope of photos we saw earlier.
      ECU on envelope.  We see the postmark:  "Charon Mesa, Calif."
      TIGHT ON T-1000 staring at the postmark on the envelope.  It glances
      up at the sound of crunching gravel.  In the rear-view it sees a BIKE
      COP pulling onto the shoulder behind it.  The big KAWASAKI 1100 idles
      up next to the T-1000, still seated in the cruiser.
                              BIKE COP
              Howdy.  I saw you pulled over here earlier.
              Everything okay?
                              T-1000
              Everything's fine.  Thanks for checking.
                      (it gets slowly out of
                      the car)
              Since you're here, though, can I talk to you
              a second...
                                              CUT TO:

A112 EXT. HIGHWAY - DAY/MINUTES LATER

      The T-1000 thunders along on the Kawasaki 1100, doing about a hundred
      and twenty.  PAN WITH IT until it recedes toward the horizon.
                                              CUT TO:

A113 EXT. COMPOUND - DAY (LATE AFTERNOON)

      Sarah sits at the picnic table.  The weapons are cleaned and her work
      is done.  She hasn't slept in twenty-four hours and she seems to have
      the weight of the whole world on her shoulder.
      She draws her knife from its belt sheath.
      Idly starts to carve something on the table top... the letter "N".

A114 NOT FAR AWAY, John and Terminator are packing the Bronco for the trip.

A115 ON SARAH, AT THE TABLE as she looks up from her carving, thinking.

      She watches Salceda's kids playing nearby... wrestling with a mutty
      dog and loving it.  Sarah watches Yolanda walking her toddler by her
      hands.  Backlit, stylized.  She looks over at John.  Loading guns and
      supplies.

A116 ANGLE ON kids playing.

A117 SARAH'S HEAD droops. She closes her eyes.

A118 TIGHT ON small children playing. Different ones.

      Wider now, to reveal a playground in a park.  Very idyllic.  A dream
      playground, crowded with laughing children playing on swings, slides,
      and a jungle gym.  It could be the playground we saw melted and frozen
      in the post-nuclear desolation of 2029.  But here the grass is vibrant
      green and the sun is shining.

118A Sarah, short-haired, looking drab and paramilitary, stands outside the

      playground.  An outsider.  Her fingers are hooked in a chain-link
      fence and she is staring through the fence at the young mothers
      playing with their kids.  A grim-faced harbinger.

118B Some girls play skip-rope. Their sing-song weaves through the random

      burbling laughter of the kids.  One of the young mothers walks her
      two-year-old son by the hands.  She is wearing a pink waitress
      uniform.  She turns to us, laughing.
      It is Sarah.  Beautiful.  Radiant.  Sarah from another life,
      uncontaminated by the dark future.  She glances at the strange woman
      beyond the fence.

118C Grim-faced Sarah presses against the fence. She starts shouting at

      them in SLOW MOTION.  No sound comes from her mouth.  She grabs the
      fence in frustration, shaking it.  Screaming soundlessly.
      Waitress Sarah's smile falls.  Then returns as her little boy throws
      some sand at her.  She laughs, turns away, as if the woman at the
      fence were a shadow, a trick of light.

118D-118F OMITTED

118G THE SKY EXPLODES. The children ignite like match heads. Sarah is

      burning, screaming silently, everything silent and overexposed.

118H THE BLAST WAVE HITS… devouring the cowering mothers and children.

      Sarah's scream merges with the howl of the wind as the shockwave rips
      into her, blasting her apart and she...

119 Wakes up.

      All is quiet and normal.  The children are still playing nearby.  Less
      than fifteen minutes have gone by.
      Bathed in sweat, Sarah sits hunched over the table.
      Every muscle is shaking.  She is gasping.
      Sarah struggles to breathe, running her hand through her hair which is
      soaked with sweat,  She can escape from the hospital, but she can't
      escape from the madness which haunts her.
      She looks down at the words she has carved on the table, amid the
      scrawled hearts and bird-droppings.  They are:  "NO FATE."
      Something changes in her eyes.  She slams her knife down in the table
      top, embedding it deeply in the words.  Then gets up suddenly and
      we --
                                              CUT TO:

A120 LONG LENS on Sarah walking toward us, striding across the compound

      with grim purpose.  She carries a small nylon pack and a CAR-15
      assault rifle.  Her face is an impassive mask.  She has become a
      terminator.

A120A JOHN LOOKS UP from his work in time to see Sarah throw the rifle

      behind the seat of their stolen pickup, jump in and start it.  She
      slams it in gear.  Salceda walks up to John.
                              SALCEDA
              She said you go south with him...
                      (he points at Terminator)
              ... tonight, like you planned.  She will meet
              you tomorrow in...
      But John is moving, running after her.
                              JOHN
              Mommm!! Wait!!

A120B MOVING WITH SARAH as she leaves the compound. We see John running

      after her... yelling.  Can't hear his words.  She looks in the rear-
      view mirror but doesn't slow down.
                                              CUT TO:

A121 EXT. COMPOUND - DUSK/MINUTES LATER

      John and Terminator ponders the message carved into the top of the
      picnic table.  Sarah's knife is still embedded there.
                              JOHN
              "No fate."  No fate but what we make.  My father
              told her this... I mean I made him memorize it,
              up in the future, as a message to her --
              Never mind.  Okay, the whole thing goes "The
              future is not set.  There is no fate but what
              we make for ourselves."
                              TERMINATOR
              She intends to change the future somehow.
                              JOHN
              I guess, yeah --
                      (snaps his fingers as it hit him)
              Oh shit!!
                              TERMINATOR
              Dyson.
                              JOHN
              Yeah, gotta be!  Miles Dyson!  She's gonna blow
              him away!
      John motions to Terminator and breaks into a run.
                              JOHN
              Come on.  Let's go.  LET'S GO!!
                                              CUT TO:

A122 INT./EXT. SARAH'S JEEP - DUSK

      Sarah speeds through the darkening desert.  Expressionless.  In her
      dark glasses, she looks as pitiless as an insect.
                                              DISSOLVE TO:

A123 EXT. HIGHWAY - NIGHT

      TRACKING WITH THE BRONCO, Terminator and John heading toward L.A.
                              TERMINATOR
              This is tactically dangerous.
                              JOHN
              Drive faster.
                              TERMINATOR
              The T-1000 has the same files that I do.  It
              could anticipate this move and reacquire you
              at Dyson's house.
                              JOHN
              I don't care.  We've gotta stop her.
                              TERMINATOR
              Killing Dyson might actually prevent the war.
                              JOHN
              I don't care!! There's gotta be another way.
              Haven't you learned anything?!  Haven't you
              figured out why you can't kill people?
      Terminator is still stumped.
                              JOHN
              Look, maybe you don't care if you live or die.
              But everybody's not like that!  Okay?!  We have
              feelings.  We hurt.  We're afraid.  You gotta
              learn this stuff, man, I'm not kidding.  It's
              important.
      PANNING as they pass, revealing the lights of the city ahead.
                                              CUT TO:

A124 EXT, DYSON'S HOUSE - NIGHT

      The house is high-tech and luxurious.  Lots of glass.  Dyson's study
      is lit bluish with the glow of his computer monitors.  He is at the
      terminal, working.  Where else?  We see him clearly in a long shot
      from an embankment behind the house.
      A DARK FIGURE moves into the foreground.  Rack focus to Sarah as she
      turns into profile.  She raises the CAR-15 rifle and begins screwing
      the long heavy cylinder of a sound-suppresser onto the end of the
      barrel.
                                              CUT TO:

A125-A125K OMITTED

129 OMITTED

129A INT. DYSON HOUSE

      Dyson's kids, Danny and Blythe, are playing in the halls with a radio-
      controlled off-road truck.  Danny drives and Blythe scampers after it,
      trying to catch it.  They stop in the hall outside Dyson's study and
      sees him working at his terminal.  Danny puts a finger to his lips,
      shushing Blythe.  His expression is mischievous.

129B With the silencer in place, Sarah eases back the bolt and then slips

      it forward, chambering a .223 round.  Then she lies down on the
      embankment.
      He cheek pressed against the cool rifle-stock, she slides one hand
      slowly forward to brace the weapon, taking the weight on her elbow.
      Her other hand slips knowingly to the trigger.
      Her expression is cold, impassive.  She looks through the scope at the
      man in the house.  She feels nothing as she raises the rifle.

130 OMITTED

130A INT. DYSON'S HOUSE

      DYSON, in deep thought.  The rhythmic sounds of keys as he works.
      Symbols on the screen shift.
      ON HIS BACK we see the glowing red dot appear.  It is the target dot
      of Sarah's laser designator.  It moves silently up his back toward
      his head.

131 EXT. DYSON HOUSE/EMBANKMENT

      IN EXTREME CLOSEUP we see Sarah's eye at the night-scope.
      TIGHT INSERT on her finger as it tightens on the trigger, taking out
      the slack.  She takes a deep breath and holds it.  Adjusts her
      position minutely.

132 INT. DYSON HOUSE

      The laser dot jiggles on the back of Dyson's neck and then rises,
      centering on the back of his skull.

132A LOW ANGLE as Danny's Bigfoot truck roars toward us – FILLING FRAME.

      Thump.  It hits Dyson's foot.  He jerks, startled, and looks down
      as --
      POP!!

132B His monitor screen is BLOWN OUT spraying his with glass. He jerks

      back, utterly shocked... and spins to see the huge hole blown through
      the window behind him.  This saves him as K-THUMP! -- the second shot
      blows the top of his high-backed chain into an explosion of stuffing
      an inch from his head.
      Instinctively he dives to the carpet as --
      BLAM BLAM BLAM -- rounds blast through the window, tearing into his
      desk and computer, blowing his keyboard into shrapnel.

132C With the monitor screen blown out, the room is in darkness. Sarah

      can't see Dyson now, down behind his desk.  She puts round after round
      into the heavy desk, blasting one side of it into kindling.

132D Dyson, scared out of his mind, has his face jammed against the carpet,

      terrified to move.  He sees his kids in the hall.
                              DYSON
              Run, kids!  Go!  Run!

132E IN THE HALL, TARISSA rounds the corner at a dead run. She sees the

      kids running toward her and grabs them in her arms.  Down the hall,
      in the dark study, she sees Dyson on the floor amid the splinters and
      shrapnel of the continuing fusillade.
                              TARISSA
              Miles!  Oh my God!!
                              MILES
              Stay back!!

132F ON THE FLOOR, Dyson flinches as chucks of wood and shattered computer

      components shower down on him.  He looks desperately toward the door,
      but knows he'd be totally exposed.  He'd never make it.

133 SARAH's rifle empties with a final CLACK!

      She throws it down and draws her .45 smoothly from a shoulder base.
      She starts toward the house, snapping back the slide on the pistol,
      chambering a round.  She is in a fast, purposeful walk, keeping her
      eyes fixed on the target.  She is utterly determined to kill this man.

134 FROM UNDER THE DESK Dyson can see a sliver in the backyard. He sees

      Sarah's feet as she strides toward him.  He tenses to make a break for
      the door.
      Sarah raises the pistol, eyes riveted ahead, controlling her
      breathing.  Dyson springs up in a full-tilt sprint.  She tracks him.
      He hooks a foot on the cord of a toppled disk drive.
      BOOM!  Her shot blows apart a lamp where his head was.
      He hits the floor hard, but keeps moving, scrambling forward.
      Crunch of glass behind his as Sarah's dark form is framed in the
      blown-out floor-to-ceiling window.  Dyson leaps toward the hall.
      BOOM!  Her second shot spins him.  He hits the floor in the hallway.
      Tarissa is screaming.  Dyson struggles forward, stunned.  There is a
      .45-caliber hole clean through his left shoulder.  He smears the wall
      with blood as he staggers up.  Looking back, he sees the implacable
      figure behind him, coming on.
      He topples through a doorway as --
      BOOM!  BOOM!  Shots blowing away the molding where he just was.

135 EXT. DYSON HOUSE/STREET

      Terminator and John leap from the jeep, sprinting toward the house.
      The shots sound muffles from outside.
                              JOHN
              Shit, we're too late!

136 INT. HOUSE

      Advancing with Sarah we enter the living area.  Tarissa has Blythe and
      she's screaming at Danny, who has run back to his collapsed father.
                              TARISSA
              Danny!  DANNY!
                              DANNY
              Daaaaddddeeee!
      Danny is pulling at Dyson, crying and screaming, as his father tries
      to stagger forward.  Tarissa drops Blythe and runs back for Dyson,
      grabbing him.  Sarah looms behind them with the pistol aimed.
                              SARAH
              Don't fucking move!  Don't FUCKING MOVE!!
                      (she swings the gun on
                      Tarissa)
              Get on the floor, bitch!  Now!!  Fucking down!
              NOW!!
      Sarah is crazy-eyed now, shaking with the intensity of the moment.
      The kill has gone bad, with screaming kids and the wife involved...
      things she never figured on.  Tarissa drops to the knees, terrified
      as she looks into the muzzle of the gun.  Blythe runs to Dyson and
      hugs him, wailing.
                              BLYTHE
              Don't hurt my father!
                              SARAH
                      (screaming)
              Shut up, kid!  Get out of the way!!
      Dyson looks up, through his pain and incomprehension.  Why is this
      nightmare happening?  The black gun muzzle is a foot from his face.
                              DYSON
                      (gasping)
              Please... let... the kids... go...
                              SARAH
              Shut up!  SHUT UP!!  Motherfucker!  It's all
              your fault!  IT'S YOUR FAULT!!
      We see her psyching herself to pull the trigger... needing now to hate
      this man she doesn't know.  It's a lot harder face-to-face.  She is
      bathed in sweat, and it runs into her eyes.  Blinking, she wipes it
      fast with one hand, then gets it back on the gun.  The .45 is
      trembling.
      TIGHT ON SARAH as we see the forces at war behind her eyes.
      She looks into the faces of Dyson, Tarissa, Blythe, Danny.
      Sarah takes a sharp breath and all the muscles in her arms contract
      as she tenses to fire.
      But her finger won't do it.
      She lowers the gun very slowly.  It drops to her side in one hand.
      All the breath and energy seems to go out of her.
      She weakly raises her other hand in a strange gesture, like "Stay
      where you are, don't move".  As if, should they move, the fragile
      balance might tip back the other way.
      She backs away from them slowly, panting.  It's as if she's backing
      away in terror from what she almost did.  She reaches a wall and
      slumps against it.  Slides down to her knees.  The gun falls limply
      from her fingers.
      She rests her cheek against the wall.

136A The front door is kicked in.

      Terminator steps inside.  John grabs his sleeve and pushes past him.
      He scopes out the situation in two seconds... Sarah, the gun, the
      sobbing family.  John moves to Sarah while Terminator checks Dyson.
      John kneels in front of his mother.  She raises her head to look at
      him.  He sees the tears spilling down her cheeks,
                              JOHN
              Mom?  You okay?
                              SARAH
              I couldn't... oh, God.
                      (she seems to she him for
                      the first time)
              You... came here... to stop me?
                              JOHN
              Uh huh.
      She reaches out and takes his shoulder suddenly, surprising him...
      drawing him to her.  She hugs him and a great sob wells up deep inside
      her, from a spring she had thought long dry.  She hugs him fiercely
      as the sobs wrack her.
      John clutches her shoulders.  It is all he ever wanted.
                              JOHN
              It's okay.  It'll by okay.  We'll figure it
              out.
                              SARAH
              I love you, John.  I always have.
                              JOHN
              I know, Mom.  I know.
      TARISSA looks around at the bizarre tableau.  Terminator has
      wordlessly ripped open Dyson's shirt and examined the wound.
                              TERMINATOR
              Clean penetration.  No shattered bone.
              Compression should control the loss of blood.
      He takes Tarissa's hands and presses them firmly over the entrance and
      exit wounds.
                              TERMINATOR
              Do you have bandages?
                              DYSON
              In the bathroom.  Danny, can you get them for
              us?
      Danny nods and runs down the hall.
      John disengages from Sarah.  She wipes her tears, the instinct to
      toughen up taking over again.  But the healing moment has had its
      effect, nevertheless.
      John walks toward Dyson and Terminator.
                              DYSON
              Who are you people?
      John draws the Biker's knife from Terminator's boot.  Hands it to him.
                              JOHN
              Show him.
      Terminator takes off his jacket to reveal bare arms.
      John takes Blythe by the hands and leads her down the hall, away
      from what is about to happen.

136B TIGHT ON TERMINATOR'S left forearm as the knife makes a deep cut just

      below the elbow.  In one smooth motion, Terminator cuts all the way
      around his arm.  With a second cut, he splits the skin of the forearm
      from elbow to wrist.
      TERMINATOR grasps the skin and strips is off his forearm like a
      surgeon rips off a rubber glove.  It comes off with a sucking rip,
      leaving a bloody skeleton.
      But the skeleton is made of bright metal, and is laced with hydraulic
      actuators.  The fingers are as finely crafted as watch parts... they
      flex into a fist and extend.  Terminator holds it up, palm out, in
      almost the exact position of the one in the vault at Cyberdyne,
      HOLD ON DYSON reacting to the servo-hand in front of him.
      He's seen one of these before.
      Tarissa is screaming now, but he doesn't hear her.
                              DYSON
              My God.
                              TERMINATOR
              Now listen to me very carefully.

137 INT. HOUSE/KITCHEN - LATER

      Sarah puts out her fifth cigarette.  She's sitting on the counter.
      John, Terminator, Dyson, and Tarissa are at the kitchen table, under
      a single overhead light.
      Dyson looks like that guy on the Sistine Chapel wall, the damned
      soul... eyes fixed and staring with terrifying knowledge.  His
      shoulder is bandaged.  Terminator's arm is wrapped with a blood-soaked
      bandage below the elbow.  The steel forearm and hand gleam in the
      harsh kitchen light.  TRACKING AROUND THE TABLE as Terminator
      speaks... we don't hear the words.
                              SARAH (V.O.)
              Dyson listened while the Terminator laid it all
              down.  Skynet.  Judgment Day... the history of
              things to come.  It's not every day you find
              out you're responsible for 3 billion deaths.
              He took it pretty well, considering...
      Terminator finishes speaking.
                              DYSON
              I feel like I'M gonna throw up.
      He looks around at them, clutching the table like he's about to blow
      away.  His face, his posture, his ragged voice express soul-wrenching
      terror.  This is a man ripped out of normal life into their grim
      world.  His voice is pleading.
                              DYSON
              You're judging me on thing's I haven't even
              done yet.  Jesus.  How were we supposed to know?
      Sarah speaks from the shadows behind them.  Dyson turns to find her
      looking right at him.
                              SARAH
              Yeah.  Right.  How were you supposed to know?
              Fucking men... all you know how to do is thrust
              into the world with your... fucking ideas and
              your weapons.  Did you know that every gun in
              the world is named after a man?  Colt, Browning,
              Smith, Thompson, Kalashnikov... all men.  Men
              built the hydrogen bomb, not women... men like
              you thought it up.  You're so creative.  You
              don't know what it's like to really create
              something... to create a life.  To feel it growing
              inside you.  All you know how to create is
              death... you fucking bastards.
                              JOHN
              Mom, Mom, we need to be more constructive here.
              I don't see this as a gender-related issue.
                      (to the Dysons)
              She's still tense.
                      (to Sarah)
              We still have to figure out how to stop it all
              from happening.  Right?
                              TARISSA
              But I thought... aren't we changing things?  I
              mean... right now?  Changing the way it goes?
                              DYSON
                      (seizing on that)
              That's right!  There's no way I'm going to
              finish the new processor now.  Forget it.  I'm
              out of it.  I'm quitting Cyberdyne tomorrow...
              I'll sell real estate, I don't care,,,
                              SARAH
                      (coldly)
              That's not good enough.
      Dyson's voice is pitiful.
                              DYSON
              Look, whatever you want me to do, I'll do.  I
              just want my kids to have a chance to grow up,
              okay?
                              TERMINATOR
              No one must follow your work.
                              DYSON
                      (thoughts racing)
              Alright, yeah.  You're right.  We have to
              destroy the stuff at the lab, the files, disk
              drive... and everything I have here.  Everything!
              I don't care.
                                              CUT TO:

138 FIRE ROARING IN A METAL TRASH BARREL.

      Stacks of files are dumped onto it.
      WIDER reveals we are in --

138A EXT, DYSON'S BACKYARD - NIGHT

      Terminator dumps lighter fluid liberally over the fire, which flares
      up, lighting his face demonically.  Sarah, Dyson, Tarissa, and John
      return from his office with more stuff -- files, notes, optical disks.
      Even his kids are carrying stuff.  It all goes into the fire.  Dyson
      drops the prototype onto the fire... his eyes hollow and distant.
      He stares into the fire, watching his world burning.  The has a
      sudden thought.
                              DYSON
              Do you know about the chip?
                              SARAH
              What chip?
                              DYSON
              They have it in a vault at Cyberdyne...
                      (to Terminator)
              It's gotta be from the other one like you.
                              TERMINATOR
                      (to Sarah)
              The CPU from the first terminator.
                              SARAH
              Son of a bitch, I knew it!
                              DYSON
              They told us not to ask where they got it.  I
              thought... Japan... hell, I don't know.  I
              didn't want to know.
                              SARAH
              Those lying motherfuckers!
                              DYSON
              I was scary stuff, radically advanced.  It was
              shattered... didn't work.  But it gave us ideas,
              It took us in new directions... things we would
              never have thought of.  All this work is based
              on it.
                              TERMINATOR
              I must be destroyed.
                              SARAH
                      (to Dyson)
              Can you get us in there, past security?
                              DYSON
              I think so, yeah.  When?
      Dyson looks at her, Terminator, then John.  Sees his answer.
                              DYSON
              Now?
                      (he takes a breath)
              Yeah, right.
      He turns to his wife.  Her face is streaked with tears, but her eyes
      are strong and clear.  Tarissa puts her hands on his arm.  She is
      stunned by what she's heard, but dealing with it.  She believe them.
                              TARISSA
              Miles, I'm scared.  Okay.  But the only thing
              that scares me more than you going... is you
              not going.
      He nods.  She's right.
                              SARAH
                      (to Terminator)
              Is it safe for them here?
                              TERMINATOR
                      (to Tarissa)
              Take your kids.  Go to a hotel.  Right now.
              Don't pack.
                      (to the others)
              Let's go.
                                              CUT TO:

138B EXT, HIGHWAY - NIGHT

      Pavement rushing at us, lit by headlights.  Beyond, darkness.
                              SARAH (V.O.)
              The future, always so clear to me, has become
              like a black highway at night.  We were in
              uncharted territory now... making up history
              as we went along.
      TILT UP to reveal a rectangle of light ahead.  The Cyberdyne
      Building...

139 INT. CYBERDYNE SYSTEMS BUILDING/LOBBY - NIGHT

      TIGHT ON A CARD-KEY SCANNER as Dyson's hand zips his security card
      through a slot in one motion.  There is the sound of a servo-lock,
      and --

139A DYSON enter the spacious lobby, followed by Sarah, John, and

      Terminator last of all.  In a frontal angle, the others block
      Terminator from view.
      THE GUARD at the front desk, GIBBONS, looks up as Dyson moves toward
      him.  Dyson is pale and sweaty, but smiles warmly at the guard,
      speaking well before he reaches the desk.
                              DYSON
              Evening, Paul.  These are friends of mine from
              out of town, I just thought I'd take them up
              and show them around.
                              GIBBONS
              I'm sorry, Mr. Dyson.  You know the rules about
              visitors in the lab.  I need written authoriz --
      K-CHAK!  Gibbons is staring down the barrels of Sarah's .45 and
      Terminator's MAC-10.
                              TERMINATOR
              I insist.
      The guard is too stunned to move.  We see that Terminator is wearing
      his jacket and one black glove.
      Gibbon's eyes go to the silent alarm button on the console.
                              SARAH
              Don't even think about it.
      Gibbons nods.  He stays frozen.  Terminator circles quickly and gets
      the guard out of the chair.  John pulls a roll of duct-tape from his
      knapsack and tears off a piece.

140 INT. SECOND FLOOR CORRIDOR

      ELEVATOR DOORS OPEN and Terminator leads the group warily into the
      corridor.  They have a cart piled high with gear in nylon bags.
      Dyson motions down the corridor to the right.  As they walk, he
      continues to fill them in --
                              DYSON
              The vault needs two keys to open.  Mine...
                      (holds up key)
              ... and one from the security station.  It's in
              a locker but my card should access it.  Here
              we go.
      They stand in front of a wide security door.  A sign above reads
      SPECIAL PROJECTS DIVISION:  AUTHORIZED PERSONNEL ONLY.  Dyson zips
      his key-card through the scanner and the door unlatches.

141 OMITTED

142 INT. FIRST FLOOR CORRIDOR/LOBBY

      A ROVING GUARD, MOSHIER, strolls down the long corridor from the
      first-floor office block.  A punch clock swings at his hip, and he's
      just completed his circuit of the building.  He passes the back of
      elevators and rounds the corner to the front desk, calling out --
                              MOSHIER
              Honey, I'm home...
      He sees the desk is deserted and frowns.  Figures Gibbons must be in
      the can, so checks that first before getting alarmed.
      TRACKING WITH HIM to the restroom around the corner,
                              MOSHIER
              Hey, man, you shouldn't leave the --

142A OVER HIS SHOULDER we see past the door as he pushes it open, revealing

      Gibbons handcuffed to the urinal.  Moshier spins on a dime and sprints
      to the desk where he slams down on the silent alarm button.

153 INT. SECURITY STATION

      The security station is a pass-through area with a counter, behind
      which are desks and a bank of monitors, showing boring movies about
      empty corridors.  Dyson crosses quickly to a locker behind the
      monitor area.  He swished his card repeatedly through the scanner on
      the locker.  Nothing happens.  The light on the locker is blinking
      red.  Sarah notices Dyson's alarmed expression.
                              DYSON
              What?  WHAT IS IT?
      Dyson whips around, staring at a light flashing on the console behind
      him.
                              DYSON
              Silent alarm's been tripped.  It neutralizes
              the codes throughout the building.  Nothing'll
              open now.
      We see his nerve snapping.
                              DYSON
              We should abort.
                              SARAH
              NO!! We're going all the way!  You got that,
              Dyson?
      She's right in his face.  Somehow, it works for him.  He nods, getting
      some resolve from somewhere.

144 INT. LOBBY

      Moshier's gotten Gibbons loose.  He's on the phone to the cops.
                              GIBBONS
              ... multiple armed subjects.  Look, I think
              it's the guy from that mall shootout, and the
              woman... yeah, her.  Pretty sure.  Just send
              everything you've got in the area --

145 INT. SECURITY STATION./LAB

      John jumps up on the desk next to the wall-mounted locker.  Dyson
      stares in amazement as John starts pulling his counter-electronics
      gear out of his knapsack.  It's just another Ready-Teller to him.
                              JOHN
              You guys get started on the lab... I can open
              this.

145A Dyson leads Terminator and Sarah to the main lab doors. Another

      servo-lock.
      He tries his card.  Nothing.
                              DYSON
              No good.
                              TERMINATOR
              Let me try mine.
      He unslings the M-79, pulling it over his shoulder in one motion.
      Sarah grabs Dyson and drags him back down the hall.
      Terminator opens the breach and slide in one of the fat 40mm H.E.
      grenades.  He flips the thing closed with a snap of the wrist.
                              SARAH
                      (yelling as she runs)
              John!  Fire-in-the-hole!
      John drops what he is doing, and covers his ears.
      Terminator fires at inhumanely close range.

145B The door EXPLODES into kindling. The concussion blow his jacket

      open, and flying shrapnel whizzes all around him.  Before the
      thunderclap has faded Terminator walks into the fire and smoke.
      John goes back to work without missing a beat.
      Sarah and a stunned Dyson walk through the burning doorframe into the
      Artificial Intelligence Lab.
      A SIREN is sounding.  The HALON FIRE-CONTROL SYSTEM has been
      triggered.  The invisible gas roars in, putting out the flames.
                              DYSON
              Fire's set off the halo system!  Here...
              hurry!
      Dyson runs to a wall cabinet and pulls out some BREATHING MASKS.  He
      hands one to Sarah and dons the other.  Then he reaches out to hand
      one to Terminator.
                              DYSON
              Here!
      Terminator doesn't need a mask, since is oxygen requirements are so
      low.  He ignores Dyson as he removes his massive backpack and opens
      it.  Dyson shrugs and tosses the mask on a desk.  He turns to Sarah.
                              DYSON
                      (yelling through the mask)
              We'll have to keep these on a couple minutes,
              till the gas clears.
      Terminator pulls two five-gallon jerry-cans of gasoline from his
      pack.
      Sarah starts pulling out book-sized, olive-grab CLAYMORE MINES,
      stacking them next to the gasoline.  Dyson stares.  Part of him can't
      believe they're really doing this.
                                              CUT TO:

146 INT. DYSON HOUSE - NIGHT

      The T-1000 moves slowly though the ravaged office, analyzing what has
      happened here.  It walks down the dark hallway.  The place is
      deserted.  The police-walkie clipped on its belt (real, not simulated)
      blares to life.
                              DISPATCHER (V.O.)
              All units, all units.  211 in progress at 2144
              Kramer Street, the Cyberdyne building.  Multiple
              suspects, armed with automatic weapons and
              explosives.  SWAT unit is en route...

147 EXT. HOUSE/STREET

      The T-1000 sprints up and throws its leg over the big C.H.P. Kawasaki.
      Fires it up.  It smokes an arcing scorch-mark on the pavement as it
      spins around and roars away.
                                              CUT TO:

148 INT. CYBERDYNE BUILDING/LAB

      TIGHT ON A LARGE DISK DRIVE.  State-of-the-art.  Very expensive.  A
      FIRE AXE smashes down through the housing, shattering the disk.

148A WIDER, revealing a scene of high-tech pillage. Terminator beats the

      disk drive into junk and steps to another.  WHAM.  Same routine.  He's
      already demolished half a dozen.
      Sarah topples a file cabinet, scattering files.
      Dyson staggers up with an armload of heavy M-O (magnetic-optical)
      disks and drops them on a growing stack in the middle of the floor.
      He and Sarah have their breathing masks hanging down around their
      necks, since the halon gas has dissipated.
                              DYSON
                      (to Sarah, panting)
              Yeah, all that stuff!  And all the disks in
              those offices.  Especially my office...
              everything in my office!
                      (to Terminator)
              These, too!  This is important.
                      (SMASH!)
              And all this here... that's it.

148B Sarah goes into Dyson's office and starts hurling everything out the

      door onto the central junkpile... books, files, everything on the
      desk.
      A FRAMED PHOTO of Dyson's wife and kids lands on top of the heap.
      Tarissa, hugging Danny and Blythe, all grinning.  The glass is
      shattered.

148C Terminator cuts a swath, under Dyson's direction, exploding equipment

      into fragments with his inhuman swings.
      SMASH!  It's carnage.  Millions in hardware, and all irreplaceable
      fruits of their years of research... shattered, broken, dumped in a
      heap for the big bonfire of destiny.
      Dyson stops a second, panting.
                              DYSON
              Give me that thing a second.
      Terminator hands him the axe.  Dyson hefts it one-handed.  He turns to
      a lab table... on it is another prototype processor.
                              DYSON
              I've worked for years on this thing.
      Swinging awkwardly but with great force he smashes the axe down onto
      the processor prototype, exploding it into fragments.  His shoulder is
      agony, but he looks satisfied.

149 INT. SECOND FLOOR SECURITY STATION

      John taps away at his little lap-top, which is running code
      combinations into the card-key lock.  Suddenly, the green light on 
      the lock goes on and it unlocks with a clunk.
                              JOHN
              Easy money.
      He whips it open, revealing a rack of keys.  But the VAULT-KEY is
      distinctive, a long steel rectangle on a neck-chain.  John grabs it
      and runs toward the lab.

150 INT. LAB

      Sarah and Terminator are working like a crack team, rigging the
      explosives.  She is taping the claymores to the gas cans with duct
      tape to create powerful incendiary bombs.  Terminator is attaching
      claymores and blocks of C-4 plastic explosive to the large MAINFRAME
      COMPUTER cabinets nearby.  All the claymores are wired back to one
      detonator with has a RADIO-CONTROL RELAY switch.
                              DYSON
              How do you set them off?
      Terminator shows him a REMOTE DETONATOR, a small transmitter with a
      red plunger.
                              TERMINATOR
              Radio remote.
      He makes a plunger-pushing motion with his thumb and an accompanying
      "click" sound.  Dyson nods.
      Just then John comes running in, holding up the key.
                              JOHN
              I got it.  Piece of cake.
                              SARAH
                      (to Dyson and Terminator)
              Go!  I'll finish here.
      They run out as the SOUND OF SIRENS grow louder outside.
                              TERMINATOR
              I'll deal with the police.
                              JOHN
              Remember what I said, you can't...
                              TERMINATOR
              Trust me.

151 EXT. CYBERDYNE BUILDING

      The security duo of Moshier and Gibbons cowers behind cars in the
      parking lot in front of the building.  They turns as L.A.P.D. BLACK-
      AND-WHITES pour into the lot, turn the area into a disco of whirling
      blue and red lights.

152 OMITTED

153 EXT. CYBERDYNE BUILDING

      The cops are jumping from their cars and ducking behind them.
      Emphasis on small arms here.  Behind them an ugly BLACK SWAT VAN
      screeches into the lot.

153A We hear the THUMP OF ROTORS as a POLICE CHOPPER arrives and swings in

      close to the building.  It rakes its XENON SPOTLIGHT through the
      second floor offices.

154 INT./EXT. SECOND FLOOR OFFICE

      Terminator crosses the office toward the floor-to-ceiling windows.
      He is outlines starkly by the spotlight as it rakes through the dark
      offices.  Without breaking stride he kicks an executive desk toward
      the window.

154A Glass explodes outward and the desk topples, falling to the sidewalk

      below.

154B Terminator, standing at the edge, FIRES A LONG BURST with strafes the

      police cars lines up below.  Cops duck as glass flies.  Terminator,
      with his superb aim, hits no one.  But noticed is served.

154C The cops (surprise) FIRE BACK. Terminator turns and is walking

      calmly from the window as glass, office furniture, drapes etc. are
      riddled by return fire.  A few rounds hit his back, but he doesn't
      notice.  He reloads as he walks.

155 INT. VAULT ANTECHAMBER

      TIGHT ON A KEY inserted into one of the vault locks.
      WIDER as John and Dyson stand poised, hands on keys.
                              JOHN
              And let's see what's behind door number one.
      Dyson nods and they turns the keys together.  The vault grumbles to
      itself, withdrawing it locking bolts with a final KLONK!
      Together Dyson and John swing the door open.

156 EXT./INT. LOBBY

      The varsity takes the field as the SWAT TROOPERS sprint forward by
      squads.  They flank the lobby and work their way inside, deploying
      rapidly.  They move and freeze, behind cover, quivering with
      adrenaline.  They have all that great SWAT equipment:  body armor,
      gas-masks, M-16s, tear-gas launchers, ropes.  The works.  They make
      a lot of hand signals and keep their mouths shut.  They're well-
      trained and deadly.

157 OUTSIDE we see cops firing TEAR GAS grenades through the broken

      windows into second-floor offices.

158 INT. VAULT

      John and Dyson are isolated from the world in this silent steel womb.
      Dyson opens the cabinet containing the terminator relics.  It's John
      turn to stare with uneasy deja-vu as he sees the terminator hand and
      CPU.
      Then in one vicious move he sweeps his arm behind the inert-gas flasks
      and hurls them to the floor.  They SHATTER.  John snatches the CPU
      and the metal hand out of the broken glass.
                              JOHN
              Got ol' Skynet by the ball now, Miles.  Come
              on, let's book!
      Clutching the steel hand and pocketing the chip like it's a Mars bar
      he just bought, John runs out.  Dyson follows.

159 INT. FIRST FLOOR CORRIDOR/STAIRWELL

      We see the advance squad of SWATs make it to one of the stairwells.
      They start up, two at a time, covering each other ritualistically by
      the numbers.

160 INT. LAB/HALL

      John pelts into the lab with Dyson stumbling along behind him.
      Sarah is just finished wiring all the charges to the central
      detonator.
                              JOHN
              Ready to rock?
                              SARAH
              Ready.
      John tosses her the metal hand.  She catches it and bends to put the
      hand in her empty back-pack.  Sarah zips the pack and starts to shuck
      into it.
      Dyson's running out of steam.  The bandages at his shoulder are soaked
      with seeping blood.  He stands in the middle of the lab, saying
      goodbye in his mind, looking weak and empty.
      Terminator strides into the lab.
                              TERMINATOR
              Time to go.  Right now.
      He and John head back the way they came, through security.
      Sarah sees that in her work, she has set the detonator down twenty
      feet away, near where Dyson is standing.
                              SARAH
              Dyson, hand me the detonator.  Let's go --
      He gingerly picks up the detonator.  Starts toward her.  Then --

160A CRASH!! THE DOORS AT THE BACK END OF THE LAB ARE KICKED OPEN.

      SWAT LEADER  and two others OPEN FIRE.
      Their M-16s rake the room.  Sarah dives behind a computer cabinet.
      Dyson is HIT.  He is slammed to the floor by the impacts.

161 IN THE HALL, John hears the firing and spins to run back.

                              JOHN
              Mommm!!!
      Terminator grabs him as bullets slam into his broad back.  He makes
      it around the corner with John, out of the line of fire.

162 IN THE LAB, bullets rake over Sarah's head, smacking all around her,

      clanging into the machine protecting her.  She can see Dyson, slumped
      on the floor.  Debris and flying glass rain on her as the SWATs pour
      on the fire.  The detonator is clutched in his hand.  He rolls to face
      her, his eyes bulging from the pain of his torn-up guts.
                              DYSON
              Go.

162A Sarah hesitates a split second. Then she snap-rolls and fast-crawls

      through broken glass and debris into the hall where --
      TERMINATOR grabs her by the jacket and hauls her roughly to her feet.
      Bullets rake the walls behind them as they sprint forward.  They
      round the corner.  John does a fast take that she's not hit and they
      run together through the security checkpoint.

163 INT. SECURITY STATION/CORRIDOR

      John reaches the first door, and tries it.  Locked.
      Terminator unslings the M-79 blooper smoothly, opening the breach.
                              TERMINATOR
              Get back.
      He pulls a grenade from the bandolier over his shoulder, and slides
      it into the bore.  Flick his wrist.  The breech snaps shut.  Sarah
      and John have a split second to duck and cover.
                              TERMINATOR
              Cover you ears and open you mouth.

163A They do. KABOOM!!! Twenty feet away the door, and half the wall

      around it, EXPLODES outward.  The backblast hits Terminator full
      force, but he strides through the smoking hole before the debris has
      even hit the floor.

164 OMITTED

165 INT. LAB

      SWAT LEADER moves cautiously through the lab.  Cat-stepping, he
      circles around a desk which block Dyson's body from his view.  His
      M-16 is leveled crisply.  We look over his shoulder as he rounds the
      desk, revealing --
      MILES DYSON is not dead.  He will be very soon, but at this moment he
      is conscious.  He has propped himself up against the desk, and holds a
      BOOK in one hand.  A heavy technical manual.
      Below the book is the detonator, upright on the tile floor.
      The message is clear.  "Shoot me, the book drops on the plunger.
      Adios."  Dyson wheezes, trying to draw enough breath to talk.
                              DYSON
              I don't know... how much longer... I can...
              hold this thing...
      SWAT Leader seems to see the wires, the claymores, the gas cans all
      around him for the first time.  His eyes, visible through his gas-
      mask, go very wide.
      He spins and motions his squad back.
                              LEADER
              Fall back!!  Everybody out!  Move it!  OUT
              NOW!
      They retreat so fast they crash into the next group coming up the
      stairs.

166 INT. CORRIDOR

      Terminator reaches the main elevators.  Hits the button.  Sarah and
      John are coughing and stumbling in the choking darkness, buddy-
      breathing with the single mask.  The doors open.  They get in the
      elevator and head down.

167 INT. LAB

      Dyson is lying amid the ruins of his dreams.  Sprawled on the floor,
      he has his back propped up against the desk.  He is bathed in his own
      blood, which runs out in long fingers across the tiles.  His breathing
      is shallow and raspy.  He still holds the book, trembling, above the
      switch.
      In his lap is the picture from his desk.  He has pulled it from the
      debris next to him.  A tear trickles from his eye.  His wife and
      children smile up at him through broken glass.

168 OMITTED

169 CUT TO THE PUPIL OF HIS EYE, at the moment of death, the instant the

      light fade from his eyes and he is gone --
      His arm drops and the book his the switch --

170 EXT. BUILDING

      As the face of the building EXPLODES in an eruption of glass and fire.
      Remains of the second-floor windows shower the parking lot and a huge
      fireball rolls out, leaping into the sky.
      The cops look up, stunned.  The helicopter banks away from the heat.
      Burning debris falls among the cop cars and a number of officers 
      break ranks, pulling back.

171 ONLY ONE OF THEM seems to be moving with purpose. A BIKE COP who has

      just arrived drives through the disorganized crowd, directly toward
      the building.

171A T-1000 guns the bike up a ramp to a pedestrian bridge which crosses

      from a parking structure to the Cyberdyne building.  It enters on the
      second floor, which is now a burning maze.

172 INT. SECOND FLOOR/OFFICE/CORRIDOR

      T-1000 drives into the smoky wreckage.  It draws a Hoechler and Koch
      MPK machine pistol and cruises slowly into the firelit offices,
      scanning.

172A IN THE CORRIDOR the bike skirts flaming wreckage as it idles forward.

      T-1000 scans the leaping shadows for its prey.

173 INT. GROUND FLOOR/ELEVATOR/LOBBY

      The elevator doors part and Terminator eases a look out into the
      corridor.  The walls on either side of him ERUPT WITH BULLET HITS.
      The SWATs have the lobby end of the corridor blocked off.  They're
      totally trapped, cut off and screwed.
                              JOHN
                      (to Sarah)
              Don't forget.  It's always darkness right
              before... you're totally fucked.

173A The SWATs fire a tear-gas grenade toward the elevators. It spews the

      vicious CS gas out in a swirling cloud which envelops Sarah and John,
      who are pressed against the back wall of the elevator.
                              TERMINATOR
              Keep your eyes closed.  Don't move.
                      (they nod, eyes squeezed shut)
              I'll be back.
      He slings the grenade launcher over his shoulder and walks out into
      the corridor.

173B BLAM. A tear-gas grenade ricochets from wall to wall as it flies down

      the corridor.  It skids to rest in front of Terminator, throwing out
      a white cloud which quickly fills the corridor.

173C In the elevator, Sarah and John are choking, handing the breathing

      mask back and forth desperately.  They're scarred.  This looks like
      it.

173D ANGLE ON THE SWAT TEAM, gripping their weapons at the mouth of the

      corridor.  They watch the boiling cloud, waiting.

173E THEIR POV – on the wall of boiling smoke. A FIGURE APPEARS. Walking

      Totally unaffected.  Terminator emerges from the smoke.  Not even
      misty-eyed.  Not what they expected.
                              LEADER
                      (through megaphone)
              Stop where you are.  Lie down on the floor,
              face down.  Down on floor, now!
      He continues to stride toward them.
      The SWATs tense up.  They've never seen anything like this.  They're
      not sure what to do.  Closer and closer.
                              LEADER
              Drop him.
      They OPEN FIRE.  The corridor is filled with CRACKING THUNDER.  The
      rounds tear into Terminator's chest.  Stomach.  Face.  Thighs.  His
      leather jacket leaps and jerks as the rounds hit him.  The SWATs
      think the guy's wearing body armor or something.  They keep firing.
      The rounds tear into him, staggering him slightly, but he keeps
      moving.
                              LEADER
              You're not hitting him!
                              SWAT #1
                      (getting scared)
              Yes I am!
      Terminator draws his .45 smoothly.  Unhurried.  He shoots the nearest
      man in the left thigh.  As he screams and drops, Terminator shoots
      him in the right thigh.  Terminator bends down and picks up the 
      shrieking man's weapon... the TEAR-GAS LAUNCHER.
      It is one of those new rotary jobs that hold 12 rounds in a big drum.
      Terminator shoots the next SWAT in the chest with the tear-gas
      launcher.  The gas canister hits the guy's body armor and doesn't
      penetrate.  But it's like getting slugged in the stomach with a full-
      swing from a baseball bat.  The SWAT fold double and hits the tiles,
      gasping.
      Terminator is an image from Hell, a tall figure in shredded black
      leather, streaked with blood.  One eye is a bloody socket, the metal
      eye-servo glistening.  The flesh of one cheek hangs down in tatters,
      revealing the chrome cheekbone beneath.  The whole front of his 
      jacket is blown open, revealing his metal armor chest.
      The remaining SWATs start to fall back.  One turns to run and --
      KPOW!  A gas canister nail him in the back, sending him sprawling.

173F Terminator fires three gas canisters into the lobby. It fills

      rapidly with the white gas, cutting the visibility to a few feet.  It
      is total pandemonium.  SWAT LEADER crouches in the fog, white-
      knuckling the rifle.  Terminator looms suddenly out of the mist right
      in front of him.  POOM!  Terminator drills him in the leg with the
      .45.  As the guy screams and drops rifle to clutch his leg, Terminator
      rips his gas mask off.  The SWAT leader drops writhing to the floor,
      choking and gagging, clutching his bleeding thigh.
      Terminator walks up to two SWATs at the front doors.  POW-POW.  Leg
      and leg.  He snatches their masks as they fall.  The gunfire has
      stopped.  Nobody an see anything.  Screams and whimpers echo in the
      smoke.

174 EXT. BUILDING

      Smoke boils out of the front door as a figure emerges.  Firing the
      tear-gas launcher with one hand, Terminator launches all remaining
      rounds among the cop vehicles.  Unprotected officers run, choking
      and half-blind, slamming into cars and tripping over each other.  It
      is a total rout.

175 AT THE SWAT VAN on of the SWATs is rapidly handing out the remaining

      masks to unprotected cops.  A FIGURE appears out of the smoke beside
      him.  He looks up.  His mask is ripped off and he is handed the empty
      launcher.  Instinctively he catches it.  Terminator grabs his flak
      vest with one hand and sails him out into the mist.

175A INT. SWAT VAN

      Terminator strides the length of the van and climbs into the driver's
      seat.  No keys in the ignition.  He flips down the sun visor.  The
      keys fall into his hand.  He starts the van and slams it into gear.

176 INT./EXT. LOBBY

      The tear gas has cleared to a thin haze.  The uninjured SWATs are
      tending their wounded.  They look up at the sound of shouts and a
      roaring engine.

176A THE SWAT VAN CRASHES INTO THE LOBBY in an explosion of glass and

      debris.  Cops scatter as the van screeches across the lobby in a 
      smoking one-eighty, sliding to a stop across the corridor which leads
      to the bank of elevators.  Terminator backs up until -- crunch -- he
      seals the corridor with the back of the van.

176B Sarah and John stumble along the corridor, coughing.

      They leap into the back of the van and Terminator hits the throttle.
      The van roars across the lobby and exits through blown-out windows.
                                              CUT TO:

177 INT./EXT SECOND FLOOR

      T-1000, astride the Kawasaki, looks down from a second-floor office
      and sees the van tearing across the parking lot with the remaining
      cops firing at it.  It knows.  It looks around.  Analyzing options.
      It sees the helicopter hovering outside the building at the end of
      this corner office block...
      It twists full throttle on the powerful bike.
      Roars through the office, accelerating fast, straight at the
      windows --

178 T-1000 BLASTS OUT THROUGH THE GLASS, airborne on the motorcycle. It

      rockets across the gap to the hovering chopper and --

178A SLAMS into the canopy. The impact of bike and rider pitches the

      chopper radically.  The startled PILOT fights to regain control as the
      bike tumbles to the pavement below.

178B The T-1000 doesn't. It clings to the shattered canopy.

      Nightmarishly, the pilot watches as the T-1000 smashes its head
      through the plexiglass canopy and rapidly POURS ITSELF through the
      jagged hole.  It reforms instantly into its previous self on the
      passenger seat.

178C It hurls the pilot out of the chopper and slides into the driver's

      seat.
      The chopper is auto-rotating, spinning out of control.  It drops
      toward the parking lot.  T-1000 recovers control ten feet above the
      ground.

178D Cops hits the deck as the tail-boom swings around, going over them by

      inches.
      The chopper lifts out in a power climb, roaring away across the
      parking lot toward the fleeing SWAT van.
      OKAY, BUCKLE YOUR SEATBELTS, HERE IT COMES...

179 INT./EXT. SWAT VAN/HIGHWAY - NIGHT

      Terminator looks back at his two passengers as he turns the boxy van
      onto a divided highway.  Sarah and John are catching their breath,
      still coughing from the CS gas.  Terminator look to the rear-view
      mirror.  He sees the xenon searchlight of the chopper behind them,
      gaining.
      Sarah looks around the inside of the SWAT van.  It is a rolling
      armory.  There are rifles, ballistic vests, all manner of equipment.
                              SARAH
              John, get under these.  Hurry!
      He sits against the front bulkhead of the van and she pile bullet-
      proof vests on top of him, completely covering him.  Then she grabs
      two M-16s from the wall-rack and loads them.  She starts on a shotgun
      as --

180 The SWAT van weaves through sparse traffic at high speed.

      Terminator slews the unstable van around cars and trucks which seem to
      be crawling.  The van hits it top speed of eighty.  They swerve to
      miss the back end of A WHITE 18-WHEEL TANKER.

180A The chopper swings in behind them, closing fast. 180B T-1000 reaches through the shattered canopy with the MPK machine

      pistol and FIRES.  The back of the can CLANGS WITH HITS.  The door
      windows are BLOWN IN.
      Terminator weaves the van, trying to throw off the T-1000's aim.
      The unstable vehicle screeches and wobbles on the edge of control.
      One of the doors is kicked open.  Sarah, wearing a ballistic vest,
      crouches in the doorway, whipping up the M-16.  SHE OPENS FIRE.

180C Bullets riddle what's left of the chopper's canopy as the T-1000

      returns fire.
      The van is stitched with hits.

180D INSIDE THE VAN holes are punched through the thin sheet-metal walls,

      ripping up the interior.  The vests covering John are hit repeatedly.
      We see that Sarah has hung two Kevlar vests on the inside of the back
      door and she ducks behind these as bullets hit around her.  She pops
      back out and fires in controlled bursts.  The M-16 empties and she
      grabs another.

180E Terminator serves around a car which is changing lanes, hitting it

      and knocking it skidding.

181 OMITTED

181A Sarah reloads and keeps firing. The van swerves around a Toyota. A

      moment later the helicopter passes it, the rotor just clearing the top
      of the car.

181B T-1000 FIRES the machine pistol. 181C Sarah has popped out to fire. She takes a HIT in the thigh, and

      several rounds hammer into her Kevlar vest.  She is thrown back onto
      the floor of the van.  She lies there, an exposed target...

181D Terminator sees the T-1000 preparing to fire again.

      He locks up the van's brakes.  Tires scream as the vehicle shimmies.
      Sarah is thrown forward, sliding up to the bulkhead next to John.

182 And the helicopter SLAMS RIGHT INTO THE BACK OF THE VAN.

      The rotor disintegrates.  The back doors of the van are crushed in as
      the canopy, the whole front of the fuselage is HAMMERED INTO JUNK,
      trapping the T-1000 inside the twisted metal.  The chopper hits the
      pavement, flips, sideways, and cartwheels... smashing itself into a
      shapeless mass of twisted metal.
      It falls away behind the van, tumbling end over end.

182A Terminator fights to control the van, which is fishtailing violently

      from the impact.  It smashes up against the center divider, screeching
      along the concrete, and then pulls away.  Terminator puts the hammer
      down and the van accelerates.  He swerves to avoid an UGLY PICKUP
      crawling like a snail ahead.
      THE RIGHT FRONT FENDER of the van, crumpled by slamming the wall, is
      sawing into the tire.  The tire blows and peels off the clean rim.
      The steel wheel grinds across the pavement, striking trails of sparks,
      and the van slides sideways and topples --
      STEEL SCREAMS on pavement as the van grinds to a stop on its side.

182B INSIDE THE VAN, John crawls to Sarah, who is groaning and holding her

      bleeding leg.  She is white and shocky.  Terminator starts to
      extricate himself from the crumpled driver's seat.

183 BACK DOWN THE ROAD, THE HELICOPTER wreckage is a crumpled ball of junk

      metal, unrecognizable.  Behind it, the TANKER TRUCK brakes hard, 
      shuddering and groaning, trying to stop.  The big tires lock up in
      clouds of tire-smoke.  The rig comes to a shuddering stop just short
      of the wrecked chopper.

183A The shaken DRIVER jumps down.

      The behind the wreckage a cop emerges, walking toward him.
                              DRIVER
              Goddamn, are you alri --

183B SSSHHCK! T-1000 drives a blade through the man's abdomen and walks

      on past without slowing, or even looking at him.

183C It climbs into the open cab of the tanker. Releases the brake.

      As the truck bellows are rolls forward we see the large blue letters
      on the side which say "CRYOCO INC.  LIQUID NITROGEN SUPPLY'.

184 AT THE SWAT VAN John and Terminator are carrying Sarah out of the

      wreck.  Terminator has the M-79 slung over his shoulder, the
      bandolier of grenades, and his .45 stuck in his waistband.  John has
      borrowed a 12-GAUGE RIOT GUN from the SWATs.

184A The pickup they passes seconds earlier pulls up to them. The DRIVER,

      A Hispanic guy in his 50's, is getting out to help them.  Terminator
      and John hear a CRASH and look back as the

185 helicopter wreckage is knocked aside by the accelerating tanker truck.

186 JOHN

              Holy shit.  Come on, Mom... we gotta keep
              moving... come on --
                              TERMINATOR
                      (to the pickup owner)
              We need your truck.
      The guy seems to know better than to try and stop him as Terminator
      slides Sarah into the front seat and climbs in behind the wheel.  John
      runs to the passenger side.

187 THE TANKER ROARS, spewing smoke from its chrome stacks as it shifts

      up through the gears.

188 Terminator slams the pickup in gear, checking the rear-view. The

      tanker is a hundred feet behind them now, and really moving.
      Terminator puts the throttle down, but the pickup is and old slug
      loaded down by a heavy home-made wooden camper-shell.  It accelerates
      slowly.

189 THE TANKER slams into one end of the SWAT van, spinning it out of the

      way with a roar and screech of twisting metal.  The 18-wheeler shifts
      to a higher gear, still accelerating.

190 INT./EXT. PICKUP TRUCK

      With the tanker right behind them, Terminator cuts the wheel, swerving
      the pickup back and forth across the lanes.
      The big rig stays right on them, it tanker whiplashing violently.
                              JOHN
              Faster!  He's right on us!
      Terminator doesn't reply.  He rapidly unslings the blooper, still
      around his neck, and reaches for a grenade.

191 LOW ANGLE ON THE TRACTOR-TRAILER as it roars right up to the lens,

      filling frame with chrome and lights.

191A K-WHAM!! It rams the backs of the pickup, sending it skidding.

191B Then the T-1000 pulls the tractor trailer up alongside the pickup and

      crabs over, sandwiching it against the center divider.  The spinning
      chrome hubs tear into the passenger side door and the guard rail
      screeches along the other side.
      The pickup bucks and shakes insanely.  It ricochets violently between
      the big-rig and the divider
      Horrible SCREECH of tortured steel.
      Sparks pour in sheets of fire from both sides.
      The windshield shatters as the door-posts buckle in.
      Metal and glass shower in through the side windows.
      The frame twists and buckles.  John feels like the fillings are being
      shaken right out of his teeth.
      The wooden camper disintegrates, falling away as kindling behind
      them.

191C INT. TANKER CAB

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

191D INT./EXT. PICKUP

      Terminator slides toward the passenger side.  Keeping his foot on the
      gas he lifts John over him and puts him in the driver's seat.
                              TERMINATOR
              Drive for a minute.
                              JOHN
              Where you going?!
      Terminator slams the shattered windshield with the palm of his hand.
      Held together by the plastic laminate, the windshield flops out of its
      frame.  It flies over the top of the truck.

191E Terminator pushes his upper body out over the dashboard and stands up.

      He turns and aims the M-79 one-handed.

191F POOM! The grenade misses the T-1000 by less than a foot. It EXPLODES

      against the front bulkhead of the tanker, almost at the top.  Liquid
      nitrogen pours from the opening, swept back by the 60-mph windstream.

191G The big-rig swerves as T-1000 regains control. The tanker swings like

      a pendulum behind the cab.

191H The pickup accelerates, getting back out in front by a few yards.

      Behind it the big-rig is trailing a swirling comet-tail of nitrogen
      vapor.  It is gaining again.
      Terminator, still standing, opens the breech and starts to reload.

191I John cuts across the highway and takes an OFF RAMP.

191J T-1000 swerves the smoking behemoth across the lanes and down the

      ramp after him, still accelerating.  It is twenty feet behind them
      and closing when Terminator closes the breech and FIRES.

191K The grenade hits the front grill and EXPLODES.

      The radiator is destroyed, along with half the hood.  Steam blasts
      out, obscuring the whole front of the truck.

191L The semi rams the back of the pickup again. Spewing smoke and vapor

      like some demon locomotive, the tractor-trailer pounds into the back
      of the pickup.  Driving it right through the intersection at the
      bottom of the ramp, and straight toward --
      EXT. STEEL MILL
      The chase has led them to an area of heavy industry.

192 THE GATES are blasted off their hinges as the semi rams the pickup

      right through them.  Terminator struggles to reload amid the chaos
      and impacts.  He has THREE GRENADES LEFT on the bandolier.
      John isn't even steering.  They are just being pushed.  There's
      nothing he can do.  They are rocketing down the broad thoroughfare
      which leads directly to the MAIN BUILDING of the plant.

192A Terminator pulls himself onto the roof of the pickup.

      He leaps to the bed, takes two powerful strides and --
      Leaps onto the semi.  He climbs rapidly onto the hood.

192B And FIRES POINT BLANK THROUGH THE WINDSHIELD.

      Right into T-1000's face.
      The EXPLOSION blows out all the glass and fills the cab with smoke
      and fire  Terminator grabs onto the air-horn as the truck starts to
      SHUDDER AND

192C SCREAM. IT IS JACK-KNIFING.

      Almost dream-slow the cab begins to swing sideways, until its tires
      are shrieking over the pavement.  The tractor is smashed back at
      right-angles to the tanker-trailer which begins to slide broadside.

192D The juggernaut bucks and shudders as the tires and smoke sideways

      across the pavement.
      It begins to topple.
      Terminator hold on as the side of cab becomes the top.
      With an unholy scream, like the unoiled hubs of Hell, the whole rig
      slides on its side at 60 mph toward the steel mill.  A sheet of sparks
      sixty feet wide trails behind it on the pavement.

192E John sees what's behind him, then snaps around to see the building

      looming right in front.  The huge rolling doors are partly open.
      No choice.
      He steers right through them into the mill, as --

192F Terminator, with one second to go, leaps from the cab –

      He flies through the open doors as --
      The tanker hits the building and --

193 INT. STEEL MILL/MAIN AISLE

      Terminator slams to the floor of the mill and rolls, as --
      The tanker-trailer smashed into a massive concrete support at one side
      of the doors.  Thunderous carnage of twisting metal.              o

193A It splits wide open. A river of liquid nitrogen pours out at -230.

193B John hits the brakes, sliding out of control. He slows almost to a

      stop but hits a steel support column head-on.  He and Sarah are
      slammed forward, hard.

193C Terminator, still clutching the M-79 blooper, rolls and slides across

      the floor.
      He smashes through a railing and slams up against the base of a
      massive machine.

193D The semi cab swings about the trailer wreckage, into the building, and

      shudders to a stop.  Liquid nitrogen sprays over the cab, flooding out
      around it in a HISSING WAVEFRONT OF ULTRACOLD.
      Freezing vapor swirls everywhere, obscuring the wreck.

193E TERMINATOR lies still. A beat. Then he rolls weakly, rising on one

      elbow to survey the scene.

193F IN THE WRECKED PICKUP, John stirs. He is stunned, and blood runs from

      his nose.  Dazed, he realizes he is in a steel mill.  There are
      sirens, and he can see men running... shouting.  He turns and sees
      what they are running from...

193G The wall of nitrogen vapor spreads from the demolished tanker. It is

      a strange vista of fire and ice.  The huge SMELTERS pour out orange
      light and fire from the sides of the huge galley, while the freezing
      vapor rolls down the center.

193H TIGHT ON THE WRECK. A billowing gray cloud. Deep inside, the shape

      of the cab in visible.  A FIGURE emerges, pulling itself out.  It
      drops to the floor.  The hissing, boiling river of liquid nitrogen
      flows around its feet.

194 The T-1000 staggers, moving slowly, painfully. It has finally been

      affected by something.  Its feet are freezing to the ground as it
      walks...

194A CLINK! One of its feet breaks off at a glassy angle. It stumbles

      forward, and --

194B Its other foot snaps off. As it catches its balance on the stump of

      its other ankle,

194C the whole lower leg shatters at the impact. It topples forward to its

      knees.
      Catches itself on one hand.  Liquid nitrogen flows around the hand.
      Now the hand is stuck to the pavement.

194D The T-1000 pulls and… CLINK! The hand snaps off at the wrist.

      It looks stupidly at the glassy stump of a wrist.  For the first time
      we see an expression on its face we know to be a true one...
      The expression is pain.  Agony.  Its mouth opens in a soundless
      scream as the hoar-frost races up its legs, across its body.

194E And that's the position it freezes in.

      It has become a statue, kneeling in the frozen vapor, that surprised
      look of agony frozen on its face.
      The liquid nitrogen stops flowing and begins to evaporate.

194F Terminator, just beyond the boundary of the cold, can see the T-1000

      clearly.
      He draws his .45 and aims.
                              TERMINATOR
              Hasta la vista, baby.

194G K-POW! The single shot blows the T-1000 into a million diamonds

      spraying up into the air.  They shimmer across the ground for twenty
      feet in all directions.
      Terminator lowers the gun, satisfied.
      He looks like he needs a vacation.

195 JOHN AND SARAH have seen it from the pickup. She is in bad shape.

      Conscious but very weak.  He tries the door.  It's jammed.  He kicks
      it open.
                              JOHN
              Okay, Mom, we gotta get out now, come on.
              That's it.
      He helps her slide down from the seat of the truck.  Her knees give
      way.  John has to take a lot of her weight.  He reaches in and picks
      up the riot gun off the seat.  They hobble toward --

195A TERMINATOR. On his knees, he looks into the dissipating cloud of

      vapor.  The heat of the furnaces has evaporated all the liquid
      nitrogen.

196 INSERT, TIGHT ON THE FLOOR - the T-1000 shards are melting,

      liquefying.  Hundreds of drops of mercury, spattered across the floor.
      Orange light of the enormous black-furnaces dances on liquid metal.

197 TERMINATOR struggles to rise. One arm is shattered, the hand smashed

      and useless.  And some leg-servos are damaged.  He can barely stand.
      John and Sarah arrive.
                              TERMINATOR
              We don't have much time.
                              JOHN
              What?
      Terminator points.  John and Sarah watch as --

198 INSERT, T-1000 DROPLETS are creeping together. Fusing into larger

      blobs.  These pools shiver and run together, soon forming a central
      mass.

199 ON JOHN AND SARAH, realizing it's not over.

                              JOHN
              Come on!  Let's go!
      Terminator gets one of Sarah's arms over his shoulder and they go.
      BEHIND THEM, something is moving.

200 A HEAD is forming up out of a pool mercury. it rises, as shoulders

      form.  hunching up from the liquid mass.  Half-formed, it turns to 
      look straight at them.
      John looks back in new terror as --
      The T-1000 rises to man-height.  It is still in mercury form, but its
      features are forming rapidly.  It takes its first step after them.
      Sarah stumbles and they pull her up.

201 Terminator himself has a pronounces limp, dragging one leg with a

      shattered ankle joint.  John's the one pulling, straining, driving
      them forward.  They round a corner into --

202 INT. AISLE BETWEEN FURNACES

      It is a maze of monstrous machinery.  The heat is tremendous.
      The air shivers with a pounding roar.
      Sarah cries out in pain and stumbles again.
                              JOHN
              Come on, Mom, you can do it!  Come on!!
      They drag her up, and stagger on.  Her leg is bathed in blood and she
      is deathly pale.  He looks back.

203 INT, MAIN GALLERY

      The T-1000 steps INTO FRAME.  Fully formed.  The hell-fire light
      glints on its impassive cop face.  It walks forward.  At first it
      seems unaffected by its crystallization but --

203A ANGLE ON ITS HAND as it touches a railing in passing. The railing is

      covered with O.S.H.A. yellow-and-black safety tape.
      The hand turns yellow and black, the color fading to normal by about
      the elbow.  It rips the hand from the railing with difficulty.  There
      is a sound like adhesive tape ripping off a surface.

203B The T-1000 looks at its yellow-and-black striped hand. It wills the

      hand back to normal.  We see ripples of "static" or system noise
      moving subtly over the surface of its body.  It's starting to
      "glitch".

203C TRACKING WITH THE T-1000'S FEET. With each step, the pattern on the

      tile floor "invades" its lower legs.  Fades as the foot is lifted.
      Returns as it is set down.  The foot is trying to meld with the floor.
      The chameleonic function is out of control.
      The T-1000 is losing it.  It moves forward, searching.  It rounds the
      corner, entering the aisle between the furnaces.

204 INT. AISLE

      Terminator sees the SILHOUETTE closing on them through the smoky
      gleam.  The T-1000 breaks into loping run when it sees them,
      Terminator turns to Sarah over John.
                              TERMINATOR
              Keep going.
      John shakes his head no.  The T-1000 is almost on them.
                              TERMINATOR
              RUN!
      John runs, dragging, half-carrying Sarah as best he can.
      She can barely stay conscious.  Half-running, delirious, she stumbles
      and drops to her knees.  John pulls but she can't rise.
                              JOHN
                      (crying, shouting)
              Come on, you gotta try... please, Mom.  Get up!
      John looks back to see --

204A TERMINATOR trying to load the M-79. With his shattered hand, he can

      barely maneuver is last grenade into the breech.
      T-1000 smacks the weapon out of his hands.  It clatters to the floor.
      The grenade spins across the floor, rolling under some machinery.
      Terminator lunges, slamming the T-1000 against a wall with all his
      weight.  The battle is joined.

204B JOHN AND SARAH have reached the back of the aisle. It is a cul-de-

      sac, blocked on the end by the base of an IMMENSE SMELTER CRUCIBLE.
      They turn to watch the titans battle in silhouette, backlit by the
      molten sparks falling from the furnaces above.  The battle which will
      decide their fate.

204C Terminator grabs the T-1000 and hurls it with awesome force against

      the opposite wall of the narrow alley.  In less time than it would
      take to turn, the

204D T-1000 morphs trough itself, front to back… face emerging from the

      back of its head.

204E It comes off the wall straight at Terminator, who smashes his good

      fist into its face.  The pile-driver blow buries Terminator's fist
      almost to the elbow.

204F But the T-1000's head morphs in a split-second into a hand which grips

      Terminator's wrist, and the head "emerges" somewhere else, the
      geometry shifting faster than we can follow.

204G The T-1000 slams Terminator into a large machine, jamming his arm into

      the moving works.  A massive sliding bar SCISSORS HIS ARM, smashing it
      into junk at the elbow, pinning him in the machine.
      Terminator strains against the machine pinning him.  We hear his
      servos whining with overload.  The T-1000 turns and lopes toward Sarah
      and John.
      Sarah screams and hurls John into a gap between the machines.  He
      falls into a maze of pipes and girders.

205 INT. MAZE OF MACHINES

      JOHN turns to see her in the entrance of the narrow gap.  She could
      follow him but she doesn't.  SUDDENLY a dark mass moves toward him.
      John gasps as a huge steel counterweight, driven by a chain 6 inches
      thick, slides toward him.  He rolls out of the way.  When he looks
      back, he cannot see the opening.
                              JOHN
              Mom!  MOMMM!!

206 INT. AISLE BETWEEN FURNACES

      TERMINATOR strains to reach a 6-foot steel bar lying near him.  Steel
      workers use them to move the red-hot ingots around.  He gets hold of
      the end and uses it as a lever.  With titanic effort he spreads the
      massive components which are holding him, and withdraws him arm, which
      is severed at the elbow.  Dangling junk hands from the crushed joint.

207 SARAH has lost sight of John. It is much of a goodbye as they will

      have.
      She turns as the T-1000 closes on her.  She is half-slumped against
      the sooty machines, looking barely conscious.  She struggles to load
      a shell into the empty weapon.  At the last instant she whips up the
      RIOT GUN and FIRES.

A207 T-1000's face is blown open, but quickly reforms as it closes on her.

      She fumbles to get another shell into the magazine but --

A208 THUNK! A steel needle slams through her shoulder, pinning her.

      The polymorphic killer cocks back its other hand.  The index finger
      extends as a gleaming needle, toward her eye --
                              T-1000
              Call to John.  Now.

207C WHAM!! SOMETHING whistles down on the T-1000 with such force that is

      cleaves it head and body in two down to the naval.  The 6-foot steel
      bar is imbedded in its body.  Terminator hurls the killer off Sarah.

207D The T-1000 pulls the steel shaft out of itself and attacks him with

      fury.
      Swinging again and again.  Hammering Terminator back.  Terminator
      falls back against the wall.
      Behind the T-1000 is an enormous I-beam, hanging from two chains.  It
      is used to lift ingots into the smelters, and it runs on a linear
      track.

207E The T-1000 grabs the I-beam and rolls it down the track. Straight at

      Terminator.  The two-ton girder smashes into his chest, crushing the
      armor.
      The T-1000 pulls the I-beam back, and then heaves it forward again.
      Terminator turns and takes the second blow on the shoulder.  We hear
      metal crush and break inside him.  He sags, turning to grip the
      wall...
      The third blow slams into his back, smashing his spine and pelvis.  We
      hear servos ratcheting and failing.  He drops to his knees, crucified
      on a wall of machinery.
      The fourth blow is centered between his shoulder blades.  Sound of
      crushing metal.  His skull is partially caved in.
      He slides to the floor.

207F ON THE T-1000, emotionless as it walks forward.

207G TERMINATOR is a pathetic shape on the floor. He is trying to crawl,

      feebly.
      Dragging his malfunctioning legs behind the crushed spine.  His arm
      stump screeches on the tile floor as he inches himself forward.  His
      exposed machine eye burns red with determination.
      We see his prize.  He has the M-79, with the breech still open, 
      cradled in the crook of his ruined arm.  He good hand, the exposed
      steel one, is reaching for the last grenade, which is visible under
      the skirt of the massive smelter base.  His metal fingers reach out
      for it as --

207H The T-1000 raises the heavy steel bar over his head and stabs it down

      with unbelievable force.  It punches into Terminator's back, through a
      gap in the shattered armor.  The T-1000 levers it back and forth,
      widening the hole.  Then is raises the pointed bar again and slams it
      down.
      It punches right through.  Emerging from Terminator's chest.
      And into the floor.  He is pinioned.  The cyborg sags face down and
      stop moving.  The light goes out of his eye.
                                              CUT TO:

208 INT. MAZE OF MACHINERY

      John scuttles like a rat through the gut of the smelter.  Above him,
      vast machines churn untended.  He hears a voice... SARAH'S
      Calling low and urgent to him.
                              SARAH
              John?  John?  Can you hear me?  Where are you?

208A He crawls out of the shadows.

      Onto a landing next to one of the SMELTER CRUCIBLES.  Molten steel
      glows bright orange in the crucible of the furnace.  Heat shimmers
      the air, giving everything a hallucinatory quality.
      John sees Sarah nearby, limping toward him.  She can barely move, her
      leg bathed in blood.  He runs toward her.
                              SARAH
                      (gasping)
              Help me, honey...
      TIGHT ON SARAH, her stoic face, as she hobbles forward, reaching out
      to him.  Something rises behind her, OUT OF FOCUS.

209 ANOTHER, IDENTICAL, SARAH… but this one has a shotgun.

      Aimed right at us.

209A JOHN freezes. Which is which? He looks down. The first Sarah's

      feet are melded with the floor, sucking and fusing with the tiles as
      she walks.  They have the color and pattern of the tiles up to the
      knee.
                              SARAH
              John, get out of the way!!
                              JOHN
                      (screaming)
              SHOOT!!!!

209B John dives aside. The Sarah-form spins, changing into you-know-who.

      Sarah starts unloading the shotgun into it.  BOOM!  It staggers back.
      K-CHAK.  She chambers another round.  BOOM!  It staggers again.
      K-CHAK.  BOOM!  And again.  And again.

209C The T-1000 is blown back a step and Sarah advances with each shot.

      The craters in the T-1000's body "heal" slowly.  Its power is waning.
      She FIRES again.  And again.  Her eyes blazing with feral intensity.
      She walks it back, right to the edge of the pit of MOLTEN STEEL.
      K-CHAK... CLICK.  She's empty.  The T-1000 is right at the edge.  In a
      second it will recover its composure, as its crater hits close slowly.
      She has failed.  Now it will kill them both,
      Except...

210 CLOSEUP TERMINATOR, as the chain drive brings it into view.

      Half human flesh, half chrome steel.
      His red eye gazes right at us as he --
      FIRES.

210A The T-1000 takes the round in the belly. The grenade EXPLODES inside

      its body.  A huge hole is blown clean through it, and it is ripped
      open and peeled back, half inside-out.  It topples into the molten
      steel and --

211 The T-1000's head and upper body reappear above the molten steel.

      It is screaming.  A terrifying, inhuman siren of a scream.
      It is changing, morphing, transforming into anything and everything
      it's ever been so rapidly the eye can barely follow it --
      We catch a glimpse of Janelle Voight checkered with the linoleum tile
      colors, Lewis the Guard with knives exploding from his face, other
      faces, switching at a stroboscopic rate now... a face every two frames
      until they merge into one face --
      The T-1000 screams and slips beneath the surface of the molten steel.
      We see liquid silver running in dissipating whorls over the
      superheated surface... until it vanishes, swirling into nothing.

212 JOHN runs to Sarah. She stands staring into the pit. The empty

      shotgun slips from her fingers.  Clatters to the floor.  He sees that
      she's okay and he runs to the fallen Terminator.

212A The crippled cyborg is trying to rise. Its servos whine and stutter.

      It pathetically lifts itself to a kneeling position, collapses...
      tries again.
      John lifts for all he's worth.  Sarah joins them, helping.
      The help the crippled machine get on its feet.  It can barely stand.
                              TERMINATOR
              I need a vacation.
      They walk to the edge of the pit.  Terminator looks down and sees
      that it is over.
                              JOHN
                      (to Terminator)
              Is it dead?
                              TERMINATOR
              Terminated.
      John unzips Sarah's backpack and takes out the hand of the first
      terminator.
                              JOHN
              Will it melt in there?
                              TERMINATOR
              Yes.  Throw it in.
      
      He does.  It sinks into the lava.  Vanishes.
                              TERMINATOR
              And the chip.
      John takes it out of his pocket.  Looks at it.  Tosses it into the
      smelter.
                              SARAH
              It's finally over.
                              TERMINATOR
              No.  There is another chip.
      He touches a metal finger to the side of his head.
                              TERMINATOR
              And it must be destroyed also.
      John suddenly understands what he means.
      Terminator looks at Sarah.  They both know what must be done.
      John shakes his head.
                              JOHN
              No!
                              TERMINATOR
              I'm sorry, John.
                              JOHN
              No, no no!!  It'll be okay.  Stay with us!
                              TERMINATOR
              I have to go away, John.
                              JOHN
              Don't do it.  Please... don't go --
      Tears are streaming down his face.
      TIGHT CLOSEUP TERMINATOR, turning toward John.
      The human side of his face is in shadow, so we see mostly the chrome
      skull and the red eye.
                              TERMINATOR
              It must end here... or I am the future.
                              JOHN
              I order you not to!
      Terminator puts his hand on John's shoulder.  He moves slightly and
      the human side of his face comes into the light.
      He reaches toward John's face.  His metal finger touches the tear
      trickling down his cheek.
                              TERMINATOR
              I know now why you cry.  But it is something I
              can never do.
                      (to both of them)
              Goodbye.
      Sarah looks at Terminator.  Reaches out her hand to shake it.
      They lock eyes.  Warriors.  Comrades.
                              SARAH
              Are you afraid?
                              TERMINATOR
              Yes.
      He turns and steps off the edge.

213 They watch him sink into the lava.

      He disappears... the metal hand sinking last... at the last second it
      forms into a fist with the thumb extended... a final thumbs up.
      Then it is gone.

214 HOLD ON JOHN AND SARAH, watching through the heat ripples as we –

                                              DISSOLVE TO:

215 THE SUN, PURE IN A CLOUDLESS SKY

      Tilting down reveal that we are in a park, very green.  People are
      casually dressed, having fun.  Cycling, reading... children are
      playing in a playground.
      Beyond the line of tree we see the skyline of Washington, D.C., with
      the Capital Building and the Washington Monument.  The skyline is
      subtly changed, with a lot of new buildings, advanced high-rises.
      A CARD APPEARS
                              July 11, 2029
      WE BOOM DOWN AND TRACK LATERALLY through a playground in the
      foreground.  Children swinging on swings.  Sliding down slides.
      Timeless things that 4 decades of technical advancement will not
      change.  As we track we hear:
                              SARAH (V.O.)
              August 29th 1997 came and went.  Nothing much
              happened.  Michael Jackson turned forty.  There
              was no Judgment Day.  People went to work as
              they always do, laughed, complained, watched
              TV, made love.
      We pass a jungle gym, neither melted nor burned, but full of kids
      swinging and yelling raucously.  Past it we drop down to see a boy
      pumping the pedals of a tricycle.
                              SARAH (V.O.)
              I wanted to run down the street yelling... to
              grab them all and say "Every day form this day
              is a gift.  Use it well!"  Instead I got drunk.
      STILL TRACKING we come to rest on an elderly woman seated on a bench.
      It is SARAH, now 64 years old.  The world has aged her, but she seems
      at peace in this moment.  She speaks into a microcassette recorder.
                              SARAH (V.O.)
              That was thirty years ago.  But the dark future
              which never came still exists for me, and it
              always will, like the traces of a dream lingering
              in the morning light.  And the war against the
              machines goes on.  Or, to be more precise, the
              war against those who build the wrong machines.
      There is a man in is forties playing with two small children
      nearby.  He turns.  It is John Connor.  Through he has the same stern
      features in adulthood, there is no eye-patch, no scarring.  He is far
      from the haggard man on grim destiny we saw in the world that might
      have been.  But there is still penetrating intelligence, even wisdom,
      in his eyes.
                              SARAH (V.O.)
              John fights the war differently than it was
              foretold.  Here, on the battlefield of the
              Senate, the weapons are common sense... and
              hope.
      A FOUR-YEAR-OLD GIRL runs to her to have her shoelace tied.
                              GIRL
              Tie me, grandma.
      Grandma Sarah smiles.  It is the only time we have seen her smile so
      far.  She bends as the little girls puts her foot up on the bench.
      She ties as we hear:
                              SARAH (V.O.)
              The luxury of hope was given to me by the
              Terminator.  Because if a machine can learn
              the value of human life... maybe we can too.
      Sarah ruffles the kids's hair as she runs off to play with her dad.
                                              FADE OUT

                              MARIO KASSAR
                                PRESENTS
                                   A
                             PACIFIC WESTERN
                               PRODUCTION
                          IN ASSOCIATION WITH
                        LIGHTSTORM ENTERTAINMENT
                                   A
                             JAMES CAMERON
                                  FILM
                                 ARNOLD
                             SCHWARZENEGGER
                              TERMINATOR 2
                              JUDGMENT DAY
                             LINDA HAMILTON
                             ROBERT PATRICK
                               JOE MORTON
                               EARL BOEN
                          S. EPATHA MERKERSON
                             DANNY COOKSEY
                             CASTULO GUERRA
                             AND INTODUCING
                             EDWARD FURLONG
                               CASTING BY
                               MALI FINN
                          COSTUMES DESIGNED BY
                             MARLENE STEWARD
                                MUSIC BY
                               BRAD FIEDEL
                       INDUSTRIAL LIGHT AND MAGIC
                       VISUAL EFFECTS SUPERVISOR
                          DENNIS MUREN, A.S.C.
                  SPECIAL MAKEUP AND TERMINATOR EFFECTS
                              PRODUCED BY
                             STAN WINSTON
                              FILM EDITORS
                              CONRAD BUFF
                         MARK GOLDBLATT, A.C.E
                           RICHARD A. HARRIS
                           PRODUCTION DESIGN
                           JOSEPH NEMEC, III
                        DIRECTOR OF PHOTOGRAPHY
                         ADAM GREENBERG, A.S.C.
                             CO-PRODUCERS
                               B.J. RACK
                            STEPHANIE AUSTIN
                          EXECUTIVE PRODUCERS
                             GALE ANN HURD
                                  AND
                              MARIO KASSAR
                              WRITTEN BY
                             JAMES CAMERON
                            & WILLIAM WISHER
                              DIRECTED BY
                             JAMES CAMERON

                     Presented in Association with
                         LE STUDIO CANAL + S.A.
           Unit Production Manager  DIRK PETERMANN
         First Assistnat Directors  J. MICHAEL HAYNIE
                                    TERRY MILLER
    Key Second Assistant Directors  SCOTT LAUGHLIN
                                    FRANK DAVIS
                          CAST OF CHARACTERS
                    The Terminator  ARNOLD SCWARZENEGGER
                      Sarah Connor  LINDA HAMILTON
                       John Connor  EDWARD FURLONG
                            T-1000  ROBERT PATRICK
                     Dr. Silberman  EARL BOEN
                       Miles Dyson  JOE MORTON
                     Tarissa Dyson  S. EPATHA MERKERSON
                   Enrique Salceda  CASTULO GUERRA
                               Tim  DANNY COOKSEY
                    Janelle Voight  JENETTE GOLDSTEIN
                       Todd Voight  XANDER BERKELEY
                        Twin Sarah  LESIE HAMILTON GEARREN
                           Douglas  KEN GIBBEL
                       Cigar Biker  ROBERT WINLEY
                             Lloyd  PETE SCHRUM
                           Trucker  SHANE WILDER
                   Old John Connor  MICHAEL EDWARDS
                              Kids  JARED LOUNSBERY
                                    CASEY CHAVEZ
                            Bryant  ENNALIS BERL
                          Mossberg  DON LAKE
                        Weathersby  RICHARD VIDAN
                               Cop  TOM McDONALD
                             Jocks  JIM PALMER
                                    GERARD G. WILLIAMS
                       Night Nurse  GWENDA DEACON
                  Lewis, the Guard  DON STANTON
                   Lewis at T-1000  DAN STANTON
                         Attendant  COLIN PATRICK LYNCH
                    Hospital Guard  NOEL EVANGELISTI
                             Girls  NIKKI COX
                                    LISA BRINEGAR
                       Danny Dyson  DE VAUGHH NIXON
                       Vault Gaurd  TONY SIMOTES
                   Jolanda Salceda  DIANE RODRIGUEZ
                Infant John Connor  DALTON ABBOT
                    Pool Cue Biker  RON YOUNG
                      Tattoo Biker  CHARLES ROBERT BROWN
                          Gibbons   ABDUL SALAAM EL RAZZAC
                           Moshier  MIKE MUSCAT
                  SWAT Team Leader  DEAN NORRIS
              Police Chopper Pilot  CHARLES TAMBURRO
               Pickup Truck Driver  J. ROB JORDAN
               Tanker Truck Driver  TERRENCE EVANS
                 Burley Attendants  DENNEY PIERCE
                                    MARK CHRISTOPHER LAWRENCE
                       SWAT Leader  PAT KOURI
                    Cyberdyne Tech  VAN LING
     Mr. Schwarzenegger's Stand-In  PETER KENT
           Ms. Hamilton's Stand-In  MARY ELLEN AVIANO
            Mr. Furlong's Stand-In  RHONDA MILLER
                                   
                                Stunts
       JANET BRADY        BILLY HANK HOOKER           BILL LUCAS
        BOB BROWN           NORMAN HOWELL            COTTON MATHER
   DOC C. CHARBONNEAU       THOMAS J. HUFF           BOBBY PORTER
    GILBERT B. COMBS        LARRY JOHNSON            DAVID WEBSTER
      JEFF DASHNAW           PETER KENT              GLENN WILDER
      DEBBIE EVANS          LANE LEAVITT              DICK ZIKER
                          Stunt Coordinators
                       JOEL KRAMER  GARY DAVIS
        Second Assistant Directors  TONY PEREZ
                                    DUSTIN BERNARD
                                    JAMES LANSBURY
  Second Second Assistant Director  XOCHI BLYMER
      Art Director                    "A" Camera Operators
      JOSEPH P. LUCKY                 MICHAEL A. BENSON, S.O.C.
                                      MICHAEL ST, HILLAIRE, S.O.C.
      Assistant Art Directors
      CHARLES E. BREEN                Lead Assistant Camera
      GARY DIAMOND                    DNNIS J. LAINE
      Art Department Coordinator      First Assistant Camera
      CARLA S. NEMEC                  MICHAEL J. FAUNTLEROY
      Art Deparment Assistant         Second Assistant Camera
      DUNCAN KENNEDY                  ALAN COHEN
                                      GALVIN ALCOTT
      Set Designers                   DAN TEAZE
      WALTER MARTISHIUS
      CAROLE L. COLE                  Film Loader
                                      STEPHEN A. SFETKU
      Set Decorator
      JOHN M. DWYER                   Extra Camera Operator
                                      PAUL C. BABIN
      Leadman
      BARTON M. SUSMAN                Steadicam (r) Operator
                                      JAMES MURO
      On Set Dressor
      R. PATRICK McGEE                Vista Vision Camera Technician
                                      CHRISTOPHER DUDDY
      Set Dressors
      JOE PIZZORUSSO                  Aerial Director of Photography
      WILLIAM DOLAN                   DAVID L. BUTLER
      GRAIG BARON
                                      Aerial Coordinator
      Chief Lighting Technician       CHUCK TAMBURRO
      GARY TANDROW
                                      Still Photographer
      Electric Best Boy               ZADE ROSENTHAL
      STEVEN C. McGEE
                                      Video Assistant Operators
      Rigging Gaffer                  PETE MARTINEZ
      KEVIN J. LANG                   SCOTT WARNER
      Rigging Best Boy                Sound Mixer
      STEVE HASTINGS                  LEE ORLOFF, C.A.S.
      Electricians                    Boom Operator
      JAMES COX                       NICHOLAS R. ALLEN
      DAVID DUNBAR
      BRAD EMMONS                     Cable
      JASON GUNN                      KNOX GRANTHAM WHITE
      DAVID E. HENGSTELLAR
      FRANK KREJSA                    Property Master
      JOE ROWAN                       CHARLES STEWARD
      JOHN SMOCK
      DONALD STANFORD                 Assistant Propery Master
      DARRIN PULFORD                  LINDA WAXMAN
      Key Grip                        Grips
      ROBERT GRAY                     RICHARD CROMPTON
                                      HILARY KLYM
      Best Boy Grip                   BRIAN LIBERMAN
      "SLICK" RICK RADER              TYRONE JACKSON
                                      JOHN NASH, RYAN RUSSILL
      Dolly Grip
      DONALD L. HARTLEY               Rigging Grip
                                      RODNEY VELO
       Secial Effector Coordinator  THOMAS L. FISHER
      Special Effect Assistants       Costume Supervisor
      SCOTT FISHER, BOB KING          BRUCE R. HOGARD
      JAY KING, TERRY KING
      ROGER HANSEN, BRUCE MINKUS      Set Costumers
      MARK NOEL                       GREG HALL, DAWN Y. LINE
      Key Makeup Artist  JEFF DAWN    Specialty Costume Manufacturing
                                      CAROL DOBROVOLNY
      Makeup Artists
      STEVE LaPORTE                   Key Hairstylist  PETER TOTHPAL
      ED FRENCH
                                      Hairstylist
      Script Supervisor               ROBERT L. STEVENSEN
      TRUDY RAMIREZ
                                      Production Accountant
      Location Managers               CHRIS SILVER FINIGAN
      RICHARD KLOTZ
      STEVE DAWSON                    Assistant Prodution Accountants
      JIM MORRIS                      THOMAS A. DAVLA
                                      TIMOTHY A. BURRIS
      Assistant Location Manager      RICK SWEENEY
      ROBERT FOULKES
                                      Acting Couch
      Location Assistant              MIKE MUSCAT
      MARC COHEN
                                      Teacher
      Location Security               PIA MEHR
      LAURA CATHLEEN SHERMAN

Production Coordinator Assistant Production Assistant to Mr. Cameron JANE PROSNIT Coordinator ALEXANDRA DROBAC

                           DEAN WRIGHT

Assisant to Mr. Kassar Assistant to Ms. Austin KIM BALSER Assistant to Ms. Hurd MARRY LAMAR MAHLER

                           HOE EARLEY

Assistant to Mr. Rack Assistant to LISA ANN STONE Ms. Hamilton's Personal Mr. Schawazenegger

                           Trainer                 ANNE MERREM

Production Assistant ANTHONY CORTES JOHN DAVIS DGA Trainee JEFFERY D. NELSON Technical Advisor KELLY CANTLEY RACHEL OBERSTEIN UZI GAL MICHAEL PITT First Aid KRISTINE SPINDLER Coordinating Motor CINDY LASHER LIAM PHILLIPS Officers MICHAEL VIGILETTA JACK WOOD, L.A.P.D. Publicity

                           WALLACE SARVER,L.A.P.D. STEVE NEWMAN

Transportation Coordinator GENE JOHNSON Police Technical Advisors International Publicity

                           CALL THE COPS           DENNIS DAVIDSON   

Transportation Captain RANDY WALKER ASSOCIATES JERRY JOHNSON ED ARNESON

                           MICHAEL ALBANESE        Electronic Press Kit

Picture Car Captain JAMES DAHL ED W. MARSH STEVE BONNER STEVEN STEAR DAVID G. HUDSON

Transportation Office Cast Security Assistant Casting Assoc. Coordinator RONALD D. HUGHES EMILY SCHWEBER KENNETH NEWLAND

                           Weapons Master          Extras Casting

Construction Coordinator HARRY LU UNO CASTING STEVE CALLAS

                           Weapons Specialist      San Jose Extras Casting

General Foreman TONY DIDIO ABRA EDELMAN MIKE WELLS

                           Fucntional Papers       Extra Set Coordinator

Steel Mill Consultant CAMAIR RESEARCH ERIC SINDON MARV FREEMAN MIKE CAMERON

                           VINCE CATLIN            Projectionist

Craft Service J. DOLAN PRODUCTION JOHN MOY UNITS

Stand-By Painter BILL K. HOYT

Catering GALA CATERING

                              Second Unit

Second Unit Director First Assistant Directors Second Assistant Dir. GARY DAVIS GEORGE PARRA GRANT GIMORE

                           RANDALL BADGER          DAVID FUDGE   

Director of Photography BARRY THOMAS MICHAEL A. BENSON Chief Lighting Technician

                           Script Supervisor       SALVATORE J. OREFICE

Camera Operator KATHARYN JOYCE KING DON FAULTEROY Key Grip

                           Transportation Captain  SCOTT ROBINSON   

First Assistant Camera PETE JOHNSON TED HAWSER Costumers BRUCE MANNING Catering COLLIN BOOTH

                           SILVER SCREEN           PATTIR MOON

Second Assistant Camera BRUCE DeARAGON Video Assist Operator TODD GAVIN RICHARD J. DUNGAN

                      Post Production Supervisor
                            PAMELA EASLEY
      Post Production Coordinator     Supervising        
      CRYSTAL DOWD                    First Assistant Editor
                                      CLARINDA WONG
      First Assistant Editors
      CAROLINE ROSS                   Second Assistant Editors
      JANIE KASS                      RON SOUTH
                                      CLAY RAWLINS
      Supervising Music Editor        KELLY TARTAN
      ALLAN K. ROSEN
                                      Assistant Music Editor
      Assistant to Mr. Fiedel         DAN GARDE
      ROSS LEVINSON
                                      Post Production Assistant
                                      JOSEPH BERGER-DAVIS
      Visual Effects Production       Creative Supervisor/
      Supervisor                      Visual Effects Coordinator
      ALISON SAVITCH                  VAN LING
      Visual Effect Editor            Visual Effects Designer
      MILLER DRAKE                    JOHN BRUNO
      Conceptual Artist               Storyboard Artist
      STEPHEN BURG                    PHILLIP NORWOOD
      Illustrator                     Visual Effects
      GEORGE JENSEN                   Lighting Consultant
                                      RICHARD MULA
      Assistant Visual
      Effects Editor                  Visual Effects Assistant
      JULIE J. WEBB                   GEOFFERY BURDICK
      Special Projects
      STEVEN QUALE
              Post Production Sound Service Provided By
                           SKYWALKER SOUND
            A Division of LucasArts Entertainment Company
                      Marin County, California
                             Sound Design
                             GARY RYDSTROM
                          Re-Recording Mixers
                              TOM JOHNSON
                             GARY RYDSTROM
                             GARY SUMMERS
                           Sound Supervisor
                           GLORIA S. BORDERS

Sound Effects Editors Dialogue Editors ADR Editors ROBERT SHOUP PAIGE SATORIUS C.J. APPEL TIM HOLLAND STACEY FOILES BARBARA McBANE TERESA ECKTON EWA SZTOMPKE MICHAEL PERRONE KEN FISCHER GWEN YATES-WHITTLE RICAHRD HYMNS SARA BOLDER Assistant ETHAN VAN DER RYN Sound Designers LARRY OATFIELD Sound Assistants DAVID SLUSSER

                           DIANNE STIRPE           TOM MYERS

Foley Editor CLAIRE SANFILIPPO SCOTT CHANDLER MARION WILDE VENESSA JAMES DIANA PELLEGRINI KEVIN WILLIAMS Foley Artist SANDININA BAILO-LAPE J.R. GRUBBS DENNIE THORPE

                           PAN UZZELE

Re-Sync Editor CLARE FREEMAN Foley Assistant KATHLEEN KORTH PHIL OLBRANTZ MARNIE MOORE

                           SAM HINCKLEY
                           HAEL KOBAYASHI          Foley Recordist
                           SUSAN SANFORD           CHRISTOPHER BOYES
                           JIM SEYMOUR
                           SUSAN POPOVIC
                       Computer Graphics Images By
                        INDUSTRIAL LIGHT & MAGIC
              A Division of LucasArts Entertainment Company
                        Marin County, California

Assistant Visual Effect Computer Graphics Visual Effects Producer Supervisor Animation Supervisor JANET HEALY MARK A.Z. DIPPE' STEVE WILLIAMS

                                                   Visual Effects Art Dir.

Computer Graphics Computer Graphics DOUG CHIANG Shot Supervisors Animators JAY RIDDLE JOHN ANDREW BERTON, JR. Visual Effects Editor DOUG SMYTHE GEOFF CAMPBELL MICHAEL GLEASON LINCOLN HU RICHARD L. COHEN GEORGE H. JOBLOVE JONATHAN FRENCH Scanning Supervisor SCOTT E. ANDERSON CHRISTIAN HOQUE JOSHUA FINES THOMAS A. WILLIAMS ELIZABETH MAXWELL KEITH STEFEN M. FANGMEIER JOHN NELSON Optical Photography

                           JOSEPH M. PASQUALE      Supervisor

Computer Graphics STEPHEN ROSENBAUM BRUCE VECCHITTO Software Developers ANDREW SCHMIDT ERIC ENDERTON ALEX SEIDEN Visual Effects CARL NAI FREDERICK ANNABELLA SERRA Coordinator MICHAEL J. NATKIN GAIL CURREY ANGUS POON Vice President and JOHN F. SCHLAG General Manager Digital Supervisor TIEN TRUONG SCOTT ROSS STUART ROBERTSON

ILM Plate Photography Executive in Charge Scanning Operators PATRICK McARDLE of Post Production RANDALL K. BEAN CHUCK SCHUMANN ED JONES GEORGE GAMBETTA CARL MILLER MICHAEL COOPER

                           Executive in Charge

ILM Effects Photography of Finance Scanning Software TERRY CHOSTNER MARTY SHINDLER JEFF LIGHT BOB HILL

                           Computer Graphics       Negative Cutter

Plate Photography Coordinators ROBERTO McGRATH JACK GALLAGHER JUDITH WEAVER

                           GINGER THEISEN          Scanning Coordinator
                                                   LISA VAUGHN

Digital Artists Computer Graphics Visual Effects BARBARA BRENNAN Technical Assistants Assistant Editor JIM HAGEDORN JAMES D. MITCHELL JIM MAY GORDON BAKER RACHEL FALK

                           DIANA ACE               Computer Graphics

Digital Transer Operator ALICE ROSEN Department Manager GREG MALONEY DOUGLAS SCOTT KAY

                           Computer Graphics

Digital Coordinator System Support Production Assistant SUSAN ADELE COLLETTA JAY LENCI LESLIE SCHOR

                           KEN BEYER

Stage Technicians Roto Supervisor CHUCK RAY TOM BERTINO TIM MORGAN PHIL HERON Rotoscopers

                                                   TETTY MOLATORE
                                                   JACK MONOOVAN
                                                   JOANNE HAFNER
                                                   SANDY HOUSTON
                                                   Production Accountant
                                                   RAMELA KAYE
             Special Makeup and Terminator Effects Created At
                          STAN WINSTON STUDIO
                      Art Department Coordinators
             JOHN ROSENGRANT  SHANNON SHEA  SHANE MAHAN
                             Art Department

BILL BASSO DAN REBERT MARK "CRASH" McCREEY IAN STEVENSON SEAN ROGERS JEFF PERIERRA LEN BURGE GLEN EISNER EILEEN KASTNER DELAGO DAVID GRASSO JOSEPH PATRICK TODD BETH HATAWAY JOE READER MARK JURINKO J.C. MATALON MIKE TRCIC BRAD KRISKO CURT MASSOF RICHARD DAVIDSON ROBERT BURMAN BRUCE SPAULDING FULLER GREG FIGIEL MICHAEL SPATOLA BRENT BAKER KAREN MASON ANDY SCHONEBERG DAVID STINNETT ROB WATSON CHRIS SWIFT JOSEPH KELLY MICHIKO TAGAWA ADAM JONES ALAN SCOTT PAUL MEJIAS Artists' Assistant PAUL SCIACCA DAVE BENEKE MARK LOHFF

                                                   Assistant to Stan Winston
                                                   TARA MEANEY CROCITTO
                   Mechanical Department Coordinator
                            RICHARD LANDON
                        Mechanical Department

EVAN BRAINARD ARMANDO GONZALEZ HAL MILES II CRAIG CATON CHARLES LUTKUS JON C. PRICE CHRISTIAN COWAN GREGORY MANION BROCK WINKLESS MARK GOLDBERG

                    Additional Digital Compositing
                         PACIFIC DATA IMAGES
                      Special Visual Effects By
                     FANTASY II FILM EFFECTS INC.

Visual Effects Supervisior Visual Effects Producer Pyrotechic Supervisor GENE WARREN, JR. LESLIE HUNTLEY JOSEPH VISKOCIL

Model Makers Camera Operators Model and Shop GARY RHODABACK CHRISTOPHER WARREN Supervisor PETER GERARD PAUL GENTRY MICHAEL JOYCE DENNIS SCHULTZ MICHAEL KARP DWIGHT SHOOK Go Animation MONTY SHOOK Illustrator PETER KLEINOW STEVE PETRUZATES JOHN EAVES

                                                   Production Assistants

Visual Consultant Production Coordinator SCOTT BEVERLY JERRY POJAWA BETH BLOC JAMES COOK

                                                   STEVEN COHEN

Optical Engineers Optical Camera TONY MOFFET BOB MICHELETTI DON FERGUS KIRBY JONES JIM MARTIN DAVID TUCKER

                           DAVE EMERSON            Optical Line-Up

Optical Supervisor BRYAN COOKE BETZY BROMBERG Head Animator

                           SEAN APPLEGATE          Roto Supervisor

Fire Shots BRET MIXON TONY ALDERSON Sculptors

                           MAKE UP EFFECTS         Tesla Coil

Ink and Paint Supervisor UNLIMITED THE ARTIFICIAL MARY MULLEN BART MIXON LIGHTING COMPANY

                           DAN FRYE                ED ANGELL
                           DAN PLATT
                     Special Visual Effect Sequences
                         4-WARD PRODUCTIONS, INC.
                             ROBERT SKOTAK
                             ELAINE EDFORD

Visual Effects Supervisor Supervising Effects Coordinator ROBERT SKOTAK Director of Photography JENNIFER BELL

                           DENNIS SKOTAK

Optical Effects Supervisor Opticals ROBERT COSTA/ Production Designer HOLLYWOOD OPTICAL GENESIS OPTICAL EFX MICHAEL NOVOTNY SYSTEMS, INC.

Directors of Photography Editor Computer Imaging JAMES BELKIN W. PETER MILLER ELECTRIC IMAGE, INC. GEORGE D. DODGE

                           Best Boy                Effects Lead Men

Matte Painters MARY SHELTON EMMET KANE RICK RISCHE RICHARD KILROY Gaffers Miniature Set and

                           MARK SHELTON            Rig Supervisors

Model Builders GEORGE NEIL RICC RUSKUSKI LOUIS ZUTAVERN STEPHEN BRIEN BRIAN McFADDEN Stage Manager DANIEL CARTER JORGE FUENTES Miniature Set Operator WILLIAM STROMBERG JOE STEINER JIM DAVIDSON Stage Assistants DAVID ZEN MANKLEY SAMATHA STEVENS Special Effects ANTHONY STABLEY KEVIN BROWN Technicians TIM CONRAD SERGIO MORENO THOMAS ZELL BRET ALEXANDER ANTHONY FORZAGLIA, JR. PHILLIP HARTMANN DOUG MOORE STEVE SANDERS ANTHONY CHANEY Special Effects Super. JOSEPH THOMPSON JOSEPH VISKOCIL Production Assistant

                                                   PAULA PIROK
          Terminator P.O.V., Video and Graphic Displays By
                              VIDEO IMAGE
      RHONDA C. GUNNER                        RICHARD E. HOLLANDER
      GREGORY L. McMURRY                      JOHN C. WASH
                                  Crew

LARRY WEISS SCOTT PETERSON JOSEPH GOLDSTONE ANTOINE DURR ANDY KOPRA CAROLINE ALLEN JOHN DesJARDIN SCOTT GIGIELER

"YOU COULD BE MINE"      "BAD TO THE BONE"         "GUITARS, CADILLACS"
   Preformed by             Preformed by          Written and Preformed
   Gun N' Roses           George Thorogood          by Dwight Yoakam

Written by Izzy Stradlin and The Destroyers Published by Cool Dust

 and W. Axl Rose            Written By               West Music (BMI)
   Published by           George Thorogood              Courtesy of
Gun N' Roses Music          Published by              Reprise Records
    (ASCAP)             Del Sound Music (BMI)       By Arrangement with
  Courtesy of               Courtesy of           Warner Special Products
 Geffen Records           EMI Records USA
                           A division of
                        Capital Records, Inc.
                        By Arrangement with
                        CEMA Special Markets
       Soundtrack Available on Geffen cassettes and Compact Discs.
                           Finicial Services
                            FRANS J. AFMAN
                  Complete Bond Servies Provided By
                      COMPLETE FILM CORPORATION
                    Production Insurance Provided By
                    ALBERT G. RUBEN & COMPANY, INC.
            Cyderdyne Systems Corporation Building Courtesy
                       RENCO INVESTMENT COMPANY
                      The Producers wish to thank:
          Advanced Computer Products; Atari Games Corporation;
   Jon Bell; California Film Commission; California Steel Industries;
      CalTrans - Ray Baghshomali and Marc Duprey; Capt. Mike Lanam
  and the Fremont Police Department; The City of Fremont, California;
      Cinetica Giotto Bicycle Provided by Ochnser International;
      The County of Los Angeles Economic Development Corporation
Film Office - Chandra Shah; Edge Innovations; ElectroCom Automation Inc.;
    Hero Cologne by Prince Matchabelli; The Hewitt-Packard Company;
      Tom Hudson; The Los Angeles County Flood Control District;
  Matte World; Midway Manufacturing Company; Miller Brewer Company;
         Miller Electric Mfg. Co.; James Juro; Nation Drager;
            Northgate Computer Systems; Pepsi-Cola Company;
            C.A. Robinson Company; Sega Enterprises, Inc.;
Southern California Prosthetic and Orthoics; Subway Sandwiches & Salads;
            Williams Electronic Games, Inc.; Torba Systems.
      Main Title Supervised By        Main Title Design By
      ERNEST FARINO                   PAUL OLSEN
      Main Title Graphics By          Negative Cutting
      LUMENI PRODUCTIONS, INC.        MARY NELSON DUERRSTEIN
      Color By                        Color Timer
      CFI                             ART TOSTADO
      Title and Opticals By           Process Compositing By
      PACIFIC TITLE                   HANSARD (R)
              Prints by TECHNICOLOR (R) EASTMAN PRINT FILM
       Lenses by ARRIFLEX (R) Camera by OTTO NEMENZ INTERNATIONAL
                           Cranes and Dollies
                               CHAPMAN
                Lighting and Grip Equipment Supplied By
                    HOLLYWOOD RENTAL COMPANY, INC.
       PLAY THE HIT NINTENDO GAMES FROM ACCLAIM/LIN ENTERTAINMENT
                        NOW READ THE BANTAM BOOK
                      T2 (TM) and TERMINATOR (TM)
  are trademarks of Carolco Pictures Inc. and Carolco International N.V.
    Copyright (c) 1991 Carolco Pictures Inc. (United State & Canada);
           Carolco International N.V. (all other countires)
      All Right Reserved.  Unauthorized duplication is prohibited.
                              CAROLCO (R)
            (R) Denotes a trademark of Carolco Pictures Inc.
          Registered in the U.S. Patent and Trademark Office.
  Carolco Pictures Inc. and Carolco International N.V. are the co-authors 
        of this film for the purpose of copyright and other laws.
 SPECTRAL RECORDING (R)                             CINEMA
 ------------------                                 DIGITAL
|)(|DOLBY STEREO|SR| (TM)                           SOUND (TM)
 ------------------                         Available in Selected Theaters
 IN SELECT THEATRES
         MPAA #31159                           THIS PICTURE MADE UNDER

MOTION PICTURE ASSOCIATION OF AMERICA THE JURISDICTION OF

                                                    AFFILATED WITH
                                                     A.F.L.-C.I.O.
      Filmed on location in Fontana, Fremont, Lancaster, Long Beach,
                  Los Angeles, and San Jose, California
The story, all names, character and incidents protrayed in this production
  are fictitious.  No identification with or similarity to actual persons,
              living or dead, or to actual events or entities is
                       intended or should be infered.
 This motion picture is protected under the laws of the United States and

other countries. Any unauthorized exhibition, distribution or reproduction

          of this motion picture or videotape or any part therof
              (including the soundtrack) may result in severe
                        civil and criminal penalties.
                            A TRI-STAR RELEASE

R - RESTRICTED UNDER 17 REQUIRES ACCOMPANYING PARNET OR ADULT GUARDIAN

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