                           "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
