TERMINATOR 2: JUDGMENT DAY

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: