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Terminator (1984) movie script

by James Cameron.
Fourth Draft, April 20, 1983.

More info about this movie on IMDb.com

A1      TITLE SEQUENCE - SLITSCAN EFFECT	          A1



1       EXT. SCHOOLYARD - NIGHT		        1



Silence.  Gradually the sound of distant traffic becomes

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

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

ings.  Spray-can hieroglyphics and distant streetlight sha-

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

neighborhood.



ANGLE BETWEEN SCHOOL BUILDINGS, where a trash dumpster looms

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

A CAT enters FRAME.  CAMERA DOLLIES FORWARD, prowling with

him through the landscape of trash receptacles and shadows.



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

beyond human perception.



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

Papers blow across the pavement.

The cat YOWLS and hides under the dumpster.

Windows rattle in their frames.

The WHINE intensifies, accompanied now by a wash of frigid

PURPLE LIGHT.  A CONCUSSION like a thunderclap right over-

head blows in all the windows facing the yard.



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





1A/FX   ANGLE - DUMPSTER						 1A/FX



ELECTRICAL DISCHARGES arc from the dumpster to a water

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



						CUT TO:





2       EXT. SCHOOLYARD - NIGHT		        2



SLOW PAN as the sound of stray electrical CRACKLING subsides.

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

faced away, in the previously empty yard.

He stands, slowly.

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

moving with graceful precision.



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

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

and depthless.  His hair is military short.



This man is the TERMINATOR.



He glances down, taking calm inventory of himself, and

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

at it unconcernedly as he walks toward the fence, scanning

his surroundings.



						CUT TO:





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



CAMERA MOVES UP as Terminator approaches the schoolyard fence

beyond which is an embankment rolling down in darkness to the

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

montory offering a respectable view of the urban sprawl teem-

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

shot through with occasional flashes of LIGHTNING, presaging

a thunderstorm.



Terminator stands, hands on hips in prefect symmetry, gazing

down at the city as the CAMERA REACHES FULL HEIGHT.



						CUT TO:





3       EXT. PLAYGROUND - NIGHT		       3



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

its ex-owner and his two compatriots, YOUTH GANG MEMBERS,

lounging on the jungle gym of a deserted playground.  They

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

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



The leader notices something and sits up.



		LEADER
		(pointing)

	Hey, hey...what's wrong with

	this picture?



ANGLE - REVERSE, seen past the lounging toughs, Terminator

walks naked into a pool of streetlight, striding purpose-

fully toward them.



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

They slide from their perches and drop easily to the ground

liquid shadows.



		LEADER

	Nice night for a walk, eh?



Terminator stops right in front of them.



		TERMINATOR
		(without inflection)

	 Nice night for a walk.



They surround him, all swagger and malign good humor.



		SECOND PUNK

	 Washday tomorrow, huh?  Nothing

	 clean, right?



Terminator eyes them without expression, unhurried.

Reptilian.



		TERMINATOR

	 Nothing clean.  Right.



		LEADER

	 This guy's a couple bricks

	 short.



Terminator turn to the second punk, ignoring the

others.



		TERMINATOR

	 Your clothes.  Give them to me.



The punks exchange glances, dismayed.



		TERMINATOR
		(coldly)

	 Now.



		SECOND PUNK
		(bracing)

	 Fuck you, asshole.





Without warning Terminator hammer-punches him in the temple

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

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

eyes open, twitching.



The leader whips out his SWITCHBLADE and slashes in one

motion.  Terminator ducks back and catches the knife-

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

leader with piledriver force just below the breastbone.



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

combat boots are on tiptoe, barely touching the ground.



ANGLE - TWO SHOT, Terminator and the leader are close

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

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

with an agonizing pressure.  Terminator jerks his fist back

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



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

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

he is in a corner.



Terminator takes a step toward him, his gaze ominous.



The punk begins shakily stripping off his clothes.

Thunder peals overhead.



						 CUT TO:



4       EXT. STREET/NEARBY - NIGHT		     4



A light RAIN begins to fall.

Terminator emerges onto the street from the playground,

pausing in the pool of light under a streetlight to hike

the collar of the punk's jacket.

       The rain streams down over his face, running into

and over his eyes.  They do not blink.



						 CUT TO:



5       EXT. DOWNTOWN STREET/ALLEY - NIGHT	        5



Another part of the city.  Seedy apartments and storefronts.

The streets glisten, hissing with sporadic late night traffic.

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

with trash containers and fire escapes.  From a recessed

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

An angry, inarticulate DRUNKARD'S MONOLOGUE rises occasionally

above the rain sounds.



ANGLE - DOORWAY,  The derelict rouses from his bitter stupor

as a brilliant purple glare lights up the wet brickwork

around him.  A shockwave hurls trash into the air.

Painted over windows shatter.

Rat scurry, blinded.



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

the pavement with a muddy splash.



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



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

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

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

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

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



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

as electrical ARCS lace back and forth between the fire

escapes behind him, HISSING and SPUTTERING.  The sound

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

scream of animal agony.



Reese lurches to his feet and sprints across the alley.



						 CUT TO:



5A/FX   OMITTED						          5A/FX



6       OMITTED						          6





7       EXT. FIRE ESCAPE - NIGHT		       7



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

clambers up to the first landing to crouch beside another

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

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

gasp.  CLOSER ANGLE reveals that he has been skewered through

the abdomen by the horizontal iron slats and through the

shoulder by a railing.  He has materialized in the same

space occupied by the fire escape structure.  The figure

slumps, motionless.



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



Reese descend to the alley floor and crosses to the drunk

huddled in the doorway.



A pair of flamboyantly dressed women, obviously working

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

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

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



Reese crouches down as if to speak to the drunk.



		DERELICT

	 Say, buddy...did you see a

	 real bright light?



						 CUT TO:



8       EXT. ALLEY/SAME - NIGHT		        8



A brilliant white glare stabs into the alley mouth as an

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

light illuminates the figure of Reese, crouching over the

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



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

cops leap out.



		FIRST COP

	 Hold it, right there!



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

draw their guns and race into the alley after him.



HANDHELD CAMERA or PANAGLIDE, rushing with Reese along the

narrow alley.  He vaults a pile of tumbled trashcans.

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

the cross alley.



PANAGLIDE PRECEDING COPS, as they snake through the night

maze.



						 CUT TO:



9       EXT. CROSS ALLEY - NIGHT		       9



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

dead run and scrambles over it.



10      EXT. ALLEY JUNCTION - NIGHT		    10



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

to see Reese vault the fence.  They separate.



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



						 CUT TO:



11      EXT. ALLEY/NEARBY - NIGHT		      11



LOW PANAGLIDE WITH REESE, running full tilt, displaying

incredible agility.



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

wired rat in an urban maze.



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

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

electric glare of the city wheels about him.



ANGLE - ALLEY MOUTH, Reese flashes though intermittent

cross-lighting in the B.G.



Another unit arrives out front and Reese melts back into

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

Sandwiched.  Reese crashes into a steel door, rending the

lock, and vanishes into the darkness within.



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

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



						 CUT TO:





12      INT. DEPARTMENT STORE - NIGHT		  12



Reese finds himself among the display racks of a discount

department store.  A searchlight stabs in the front

window as he dashes into the maze of aisles.



Three cops enter behind him through the shattered door.



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

moving shadows where flashlights quarter the darkness.  He

bolts the open space behind a display window.  Sees the

outside searchlight sweep toward him.  Freezes.



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

featured, smiling mannequins.  As the light passes, Reese

silently moves on.



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

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

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

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

and shadows, CAMERA MOVING LOW with him.



						 CUT TO:





13      INT. DEPARTMENT STORE/AISLE - NIGHT	       13



With a shocking GROWL the police dog hurtles out of the

shadows, LEAPING RIGHT AT CAMERA.



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

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

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

precision.



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

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

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

ing dominance.  Some ancient communication seems to pass

between the two.



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

a long overcoat from a rack.  The dog backs away from him,

stiff-legged and confused.



						 CUT TO:





14      INT. DEPARTMENT STORE - NIGHT		  14



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

shrugging into his long coat.

Running smack at him is another cop, gun aimed.



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

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

tackle and they slide together on the polished floor.



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

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



		REESE

	 What day is it?  The date...



		COP

	 Thursday...uh...May twelfth.



		REESE
		(viciously)

	 What year?



A SHOT whines off the metal side of an escalator behind

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

amazed cop lying on the floor.



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

Special in his coat.



Cops dash through the maze of aisles, converging at the

escalators.



						 CUT TO:



15      INT. DEPARTMENT STORE/SECOND FLOOR - NIGHT	15



WHIP PANNING WITH REESE, as he hurtles between displays.

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

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

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



						 CUT TO:



16      EXT. SECOND FLOOR FIRE ESCAPE LANDING - NIGHT          16



A door opens quietly and Reese slips out.



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

narrow catwalk.  TILT DOWN to include the first LAPD cruiser

parked at the mouth of the alley.



						 CUT TO:



17      EXT. ALLEY/STREET - NIGHT		      17



Reese drops cat-like beside the unattended police car.

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

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

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

shortened weapon is virtually invisible.



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

innocuous pedestrian soon lost in the rain.



						 CUT TO:





18      EXT. STREET/NEARBY - NIGHT		     18



Reese enters a telephone booth.  Harsh light rakes across

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

leafs through it.



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

Stops beside the following listings in the big metropolitan

white pages:

CONNOR, SARAH

CONNOR, SARAH ANN

CONNOR, SARAH J.



						 DISSOLVE TO:





19      EXT. CITY STREET - MORNING		     19



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

of diffuse sunlight.



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

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

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

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

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



Sarah maneuvers nimbly, apparently in a hurry.



						 CUT TO:





20      EXT. BIG BOB'S RESTRAUNT - DAY		 20



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

Restaurant and chains the moped to the icon of Big Bob

himself.  The fiberglass cherub holds up his mammoth

hamburger in perpetual homage to whatever deity watches

out for fat kids.

Sarah removes a stack of college textbooks from the luggage

carrier and tuns to go into the restaurant.



		SARAH
		(to Big Bob)

	 Watch this for me, big buns.



						 CUT TO:



21      INT. BIG BOB'S/DINING AREA		     21



HIGH WIDE SHOT prominently featuring a VIDEO SURVEILLANCE

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

video eye as she crosses the main floor of the wholesomely

appointed eatery.  Sarah goes through the swinging STAFF

doors under a third camera.



						  CUT TO:





22      INT. MANAGER'S OFFICE		          22



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

security monitors.  CHUCK BREEN, day manager, pimply and

officious,watches Sarah in an overhead view of the service

corridor.  He punches a switch and reaches for a microphone

on a studio gooseneck.



						 CUT TO:



23      INT. SERVICE CORRIDOR		          23



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



		BREEN (V.O.)

	 Sarah?



She answers the empty hallway.



		SARAH

	 Yes, Chuck?



		BREEN

	 Come to the office, please.



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

corridor.



						 CUT TO:





24      MANAGER'S OFFICE						 24



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



		SARAH

	 Mission control to Chuck,

	 come in...



		BREEN
		(without looking
		up)

	 You're late.



Sarah is undaunted.



		SARAH

	 Aren't I worth waiting for?



		BREEN

	 Not really.  Do you think you

	 can get here on time if I put

	 you on the floor as a waitress?



		SARAH
		(grinning)

	 I don't know.  I kinda had

	 my heart set on being a

	 cashier the rest of my life.



		BREEN

	 The pay's the same but you'll

	 make more in tips.



		SARAH

	 Thanks, Chuck.  I need the

	 money.  Can I still work the

	 hours around my classes?



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

small accounting computer.  Sarah looks over his shoulder

as he modifies the week's schedule.



		BREEN

	 Mmm.  Same schedule's okay.



		SARAH

	 Alright!



		BREEN
		(gravely)

	 Can you handle it?



		SARAH

	 It's not brain surgery,

	 Chuck.



Breen hands her an apron ceremoniously.



		BREEN

	 Here you go.  You're a

	 Bob's Girl now.  Nancy

	 will check you out.



		SARAH

	 I won't let the fat kid down.



						 CUT TO:



25      OMITTED						          25





26      INT. LOCKER ROOM - DAY		         26



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

Sarah transformed into a "Bob's Girl".

Her hair is in a bun.

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

She resembles a suburbanized peasant maid looking for a

goat to milk.



Sarah confronts her reflection in the mirror, pondering

its absurdity.

She pinches her sheeks.

Smiles vacuously.



		SARAH

	 Hi, I'm Sarah and I'll be

	 you waitress.

	     (pause)

	 I'm so wholesome, I could

	 puke.



						 CUT TO:





27      EXT. PARKING LOT - DAY		         27



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

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

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

It's Terminator.



						 CUT TO:





28      INT. YELLOW MAVERICK - DAY		     28



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

the ignition assembly and strips the wires with a brutal

twist of his fingers.  Touching the proper wires he starts

the car.



						 CUT TO:





28A     EXT. PAWN SHOP - DAY		           28A



Terminator walks past the long display window of an

enormous pawnshop emporium.  Signs declare, among other

things, GUNS and AMMO is red block letters.

Terminator passes the appliance section, and the pictures

on a row of TV sets distort and break-up sequentially as

he walks by, returning to normal behind him.



He enters the store.



						 CUT TO:





29      INT. PAWN SHOP - DAY		           29



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

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

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

.225 ACP.



		TERMINATOR (V.O.)

	 ...the Remington 1100 Autoloader...



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

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

beside the arsenal of perfectly legal anti-human artillery

already on the glass counter.

Terminator scans expressionlessly for additional selec-

tions.



		CLERK

	 Anything else?



		TERMINATOR

	 A phased plasma pulse-laser in

	 the forty watt range...



		CLERK
		(annoyed)

	 Just what you see, pal.



He indicates the display case and wall racks with a

minimal gesture.



		TERMINATOR

	 The Uzi 9 millimeter.



		CLERK
		(setting  it out)

	 You know your weapons, buddy.



Terminator examines each in turn, working the actions with

curt, precise movements.



		CLERK
		(continuing)

	 Any one of them's ideal for

	 home defense. Which'll it be?



		TERMINATOR

	 All.



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



		CLERK

	 Maybe I'll close early.

	 Cash or charge?



Instead of replying, Terminator takes a box of shotgun shells

from a stack on the display case.



		CLERK

	 Sorry, I can't sell the ammo

	 with the guns.  You'll have

	 to---Hey!



Terminator has calmly begun feeding the shells into the

shotgun.



		CLERK
		(continuing)

	 You can't to that...



		TERMINATOR
		(evenly)

	 Wrong.



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



						 CUT TO:





30      EXT. GAS STATION/PHONE BOOTH - DAY	        30



The yellow Maverick pulls to a stop beside a single phone

booth.



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

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

flinging him backward into the parking lot.  The guy is

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

back as he steps in to take the man's place.



		MAN
		(outraged)

	 Hey, man...



						 CUT TO:



31      PHONE BOOTH



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

dangling receiver.

Terminator leafs rapidly through the directory.



ANGLE - C.U. PAGES FLIPPING



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

beside a now-familiar listing:

CONNOR, SARAH



						 CUT TO:





32      INT. BIG BOB'S/DINING AREA



Sarah is bustling about, trying to service the start of

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

She runs the gauntlet between tables, precariously balancing

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

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

barely averts contributing the chili size to his wardrobe.



		CUSTOMER

	 Honey, can I get that coffee

	 now?



		SARAH

	 Yes sir, just a second.



She reaches her table after near collisions with a Mexican

busboy and two teenage girls doing cheerleading routines

in lock-step.



		SARAH

	 Who gets the Burly Burger?



		CUSTOMER TWO

	 I ordered Barbecue Beef.



		CUSTOMER THREE

	 Does mine come with fires?



		CUSTOMER FOUR

	 He's got the Barbecue Beef,

	 I've got a Chili-Beef Deluxe.



		SARAH

	 Okay, who gets the Burly Beef?



		CUSTOMER AT NEXT TABLE

	 Miss, we're ready to order.





In the process of setting down all the plates Sarah knocks

over someone's water glass.



		SARAH
		(mopping fran-
		tically)

	 Oh, sorry.  That's not real

	 leather, is it?



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

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

Sarah's apron



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

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

stops beside her to whisper.



		NANCY

	 Look at it this way: in a

	 hundred years, who's gonna

	 care?



						 CUT TO:



33      EXT. SUBURBAN STREET - DAY



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

racing Big Wheels B.G.



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

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

a CHILD'S PLASTIC TRUCK.



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

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

Its front tire  CRUSHES the toy.



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

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

toward the house.



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

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

back from Terminator.



He rings the doorbell and waits, motionless.

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

revealing a frail MIDDLE-AGED WOMAN in apron and rubber

cleaning gloves.



		TERMINATOR

	 Sarah Connor?



		WOMAN

	 No, she's upstairs.  Who

	 shall I say is--



Terminator breaks the chain and pushes past her as if she

didn't exist.



						 CUT TO:





33A     INT. HOUSE/FOYER						 33A



PANAGLIDE ON TERMINATOR, preceding his as he crosses the

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



		WOMAN

	 What do you think you're--

	 My God!



She gasps and stops in her tracks as Terminator smoothly

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

slide.



		WOMAN
		(screeching)

	 Oh my God...Sarah!



						 CUT TO:



33B     INT. BEDROOM						     33B



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

WRONG SARAH CONNOR.  ELECTRODE PADS exercise her doughy

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

She calls out distractedly:



		WRONG SARAH CONNOR

	 What is it, Mom?



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

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

strange clothes raises a pistol.



And aims it at her face.



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

half-second before he FIRES.



						 CUT TO:



33C     INT. FOYER						       33C



The mother is fumbling with a telephone when she hears

the SHOT.  The silence stretches for several BEATS.  Then

FIVE MORE SHOTS are heard.

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



ANGLE ON CEILING above her.  With each successive shot a

chuck of plaster explodes off the ceiling.



						 CUT TO:



33D     INT. BEDROOM						      33D



LOW ANGLE ON TERMINATOR, standing with the .45 aimed

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

He unhurriedly removes the spent clip, reloads the weapon

and replaces it under his jacket.



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

that she is dead.



						 CUT TO:



33E     INT. FOYER						       33E



The mother is frantically dialing the phone.  She mis-

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

door open.



Terminator stands at the head of the stairs.

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

shoulder.



He starts down the stairs.

The mother stands paralyzed, unable to breathe.

He reaches the main floor and walks toward her.

She edges into a corner, eyes wide.

He reaches out.



And wipes his hands clean on her apron.



Terminator walks out, without expression, leaving the

woman to sag to the floor in a faint.



						 CUT TO:





34      INT./EXT. SERVICE TUNNEL - DAY		 34



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

strokes with a hacksaw to sever the wooden stock from

the riot gun.  It clatters to the ground, leaving a short

stump, like a pistol grip.



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

an underground service tunnel below a busy street.  Shadows

of people walking across a grating in the sidewalk above

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

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

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

rigged sling.



						 CUT TO:





35      EXT. STREET - DAY						35



Reese emerges from a stairwell behind a service station,

his overcoat done up to the top button.

He walks through the sparse morning crowd on the cluttered,

overbuilt commercial street.

He is out of sync.

A stranger in a strange land.

He holds himself tightly reined, cautious and feral as he

moves among the unconcerned pedestrians.

His eyes flick rapidly about.

He is seeing this Babylon for the first time.



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

watches people walk away with food.  Moves closer.

Scrutinizes the next man as he orders.



		TAKE-OUT CUSTOMER

	 Gimme a falafel with yogurt

	 dressing and, uh, Baco-bits.



The counterman hands him his food and change wordlessly

as Reese steps up.



		REESE

	 Gimme a falafel with, uh,

	 yogurt and Baco-bits.



The counterman barely looks up as he passes the mess

through the window.



		COUNTERMAN

	 That'll be one-sixty.



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

window.



		COUNTERMAN
		(continuing)

	 Hey!  Son-of-a-bitch.



						 CUT TO:



35      EXT. ALLEY - DAY						 35



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

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

doesn't notice.



						 CUT TO:





35A     INT. BIG BOB'S/DINING AREA - DAY	          35A



An old man with a shrunken, ungenerous face scowls at

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



		SARAH

	 I haven't seen you in here

	 lately, Mr. Miller.



		MR. MILLER

	 What's it to ya?



		SARAH

	 You must have a girlfriend.



		MR. MILLER

	 That's none of your business.



		SARAH

	 Aha!  Is she young?



Mr. Miller lowers his menu and glares at her.



		MR. MILLER

	 Compared to me she is.  How

	 come you're not at the cash

	 anymore?  They catch ya steal-

	 ing?



		SARAH
		(smiling)

	 What's it to ya?



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

where no one can see him.



						 CUT TO:



36      INT. BIG BOB'S/SERVICE CORRIDOR		36



Sarah rounds the corner, walking fast as she undoes her

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



		SARAH

	 I'm on break, Chuck.  Carla's

	 got my station.



As she approaches the locker room where the girls take

their coffee breaks, the door bursts open and Nancy

beckons to Sarah.



		NANCY
		(excitedly)

	 Hurry up.  It's about you...

	 I mean sort of...Come on!



						 CUT TO:





37      INT. BIG BOB'S/BREAK ROOM		      37



Nancy guides Sarah to the small black and white portable

TV in the corner.  Two other girls, smoking cigarettes

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

already watching.  One glances at Sarah.



		WAITRESS

	 Hey, Sarah.  This is weird.



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



		TV ANCHORWOMAN

	 ...and a police spokesman at

	 the scene refused to speculate

	 on a motive for the execution-

	 style slaying of the Encino

	 housewife.  He did however say

	 that an accurate description of

	 the suspect has been compiled

	 from several witnesses.  Once

	 again, Sarah Connor, thirty-five,

	 mother of two, brutally shot to

	 death in her home this afternoon.



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

Nancy claps her on the shoulder, laughing.



		NANCY

	 You're dead, honey.



						 CUT TO:





38      EXT. HEALTH CLUB - DUSK		        38



Sunlight is dying when Sarah swings her moped to the curb

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

club.



						 CUT TO:





39      INT. HEALTH CLUB/AEROBICS STUDIO	          39



MUSIC BOOMS and masses of leotarded cellulite sway in close

F.G. as CAMERA DOLLIES along a row of panting, stretching

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

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

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

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

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

in motion.



Ginger yells commands and cheerfully dives into contortions

to the BEAT of a MOTOWN FAVORITE.

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

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

to Sarah.



		MARCO

	 Hi. I've seen you around.

	 You're cute.  Cute I remember.



		SARAH

	 I'm Sarah.  Ginger's roommate.



		MARCO

	 Yeah, right.  I'm Marco.



The dance tape ends.



		GINGER

	 ...and three aaand four!  And

	 that's it ladies!  Now, didn't

	 that feel good?



The group collapses ensemble.  A chorus of groans.



		GINGER

	 Let's think positive or next

	 time I'll play the FM version.



Ginger walks over to Sarah as the class disperses.  Marco

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

attention.



		SARAH

	 ...yeah, really?  Say some-

	 thing in Italian.



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

shorts out and peers down.  She shakes her head.



		GINGER

	 You're wasting your time, kiddo.

	 Let's go.



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

Sarah catches a glimpse of Marco's expression over her

shoulder as the door closes.



						 CUT TO:



40      INT. HEALTH CLUB/STAIRS AND CORRIDOR	      40



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

floor and enter a hallway

Sarah is gasping with laughter.



		SARAH
		(weakly)

	 I don't believe you did that.



Ginger is adjusting her ever-present WALKMAN-TYPE CASSETTE

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

along.

Sarah feigns outrage.



		SARAH
		(continuing)

	 I had him hooked.  He was

	 just about to ask me out.

	 I could tell.



		GINGER

	 That guy's a jerk.  I did

	 you a favor.



		SARAH

	 I'll do the same for you

	 sometime.



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

in at a door marked WEIGHT ROOM.



						 CUT TO:



41      INT. WEIGHT ROOM						 41



SEVERAL ANGLES, on glistening arms, legs, torsos merging

into bio-mechanical kinetic sculptures with the chrome-steel

levers and tubes.  The CRASH and SQUEAL of metal against

metal.



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

Ginger's boyfriend, MATT McCALLISTER, the assistant manager

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

enormous weight on the Nautilus machine.

Despite his imposing appearance, Matt is one of the warmest

people you'd ever want to meet.

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

He heaves it up with a guttural cry.

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

dangling at his side, eyes closed.

A pair of female legs appear.



		GINGER (V.O.)
		What's this? Sleep therapy?



Matt opens his eyes.



		GINGER
		(continuing)

	 You think somebody's gonna

	 do this for you?  Look at

	 those shriveled bi's.  And

	 you haven't worked lat's or

	 ab's since Wednesday.



		MATT
		(smiling)

	 Hello, sweetheart.  Had a

	 rough day?



		GINGER
		(softening)

	 Come here, wimp.



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

bad for the other guys' discipline.



Sarah waits until they break the clinch to speak.



		SARAH

	 Hi, Matt.



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



		MATT
		(grinning broadly)

	 Heeey!  It's my favorite

	 Sarah.  Hi, babe.



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

beneath the entire stack, the maximum weight.



		GINGER

	 Alright, warm-ups are over.

	 Back to work, Bunky.



Ginger readadjusts her headphones as the two girls walk away.



		MATT

	 'Bye beautiful.  You too,

	 Ginger.



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



		WEIGHTLIFTER

	 Bunky?



						 CUT TO:



42      EXT. HEALTH CLUB/STREETS - DUSK		42



Sarah lurches away from the curb on her moped, almost

spilling Ginger who is attempting to ride double.  They

swing out onto a main thoroughfare and careen through

the bumper-to-bumper traffic.

Sarah maneuvers deftly though overloaded and unstable.

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

near-misses.

She does both.



						 CUT TO:





43      OMITTED						          43





44      EXT. STREET/CONSTRUCTION SIGHT - DUSK



On a side street the girls pass an excavation site  between

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

construction area and Ginger's shrieks fade.



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

the powerful machines moving earth.

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

of cars gathering dirt beside the construction site.

Crab-armed back-hoes and massive caterpillars ROAR through

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

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



						 CUT TO:





45      INT. GREY SEDAN						  45



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

the dash ticks quietly.

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

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

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

him.

His bare arms are sinewy and scarred.



Reese flips the page of COSMOPOLITAN.

He look at the glossy photos, the glossy women.

Fantasy women.  Svelte and seamless.

The ads fascinate him too: Caribbean vacations and blended

whiskeys.

His head sags against the door.

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

chew through the dirt.

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



						 CUT TO:





46      EXT. MELTED RUINS - NIGHT		      46



TIGHT ON A GLEAMING STEEL TREAD as it grinds through debris.

The debris is ferroconcrete, girders, and jackstraw heaps of

HUMAN BONES, burned black.



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

electronic WHINE.  Incredibly bright searchlights play over

the ground.  PANNING with the moving treads through twisted

wreckage, F.G.

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

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

EXTREME F.G.



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

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

younger Reese, minus his burn scar.

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

SCOPE-SIGHT on a strange-looking rifle.

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

continuous low murmuring of RADIO CHATTER, grid coordinates,

casualties, unit placements, medic requests.



Reese looks over his shoulder at his teammate, a GIRL

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

DOLLYING as they start to belly crawl through the bones

and wreckage.

Reese looks up.

Through spires of a collapsed building a terrifying

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

and blinding sweeps of its searchlights.

Though we see little, this is an H-K,Hunter-Killer

mobile ground-unit.



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

and knees, past mounds of charred skulls.  They

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

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

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

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

scabrous.  And still bleeding.  Reese scrabbles past a

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

are sobbing, or screaming.



Another EXPLOSION.

The GLARE lights the huddled few.

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

invented yet.  Soldiers in a nightmare war.



Reese and his teammate stop behind a blasted wall, having

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

across the walls, its searchlights sear through the

debris.



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

CHROME LEVIATHON, with hydraulic arms folded mantis-like

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



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

path.  One tread rolls over the explosive.

Guns and searchlights swivel.  The head turns ponderously.

Reese's partner rises, poised to throw hers.

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

HER INTO RED MIST.



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

as the charges blow.

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

It lurches to a stop, burning.



The following SEQUENCE is extremely FORESHORTENED.

CUT FAST.  IMPRESSIONS ONLY.

Running.

Explosions light the ruins like flashbulbs.

ENERGY WEAPONS criss-cross the night like tracers.

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

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



Reese hauls two survivors of his unit into a PERSONNEL

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

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

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

The TIRES are OFF-ROAD and very gnarly.



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

Reese drives like a demon.  Under other circumstances it

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



The machine gun CHATTERS.

A BLACK SHAPE descends, a demon with searchlights.

A BOLT OF LIGHT.



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

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

despite his training.  The only other survivor, an

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

to drag Reese out before it burns.



						 CUT TO:





47      EXT. STREET/GREY SEDAN - NIGHT		 47



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

a blue plastic DODGERS HELMET.  He reaches through the

window of the sedan.



		BOY

	 Hey, mister...?



						 CUT TO:





48      INT. GREY SEDAN						  48



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

is a SHOTGUN MUZZLE AIMED RIGHT AT US.

Reese quivers with a curious spasm, similar to the tremors

of his arrival, and blinks at the boy.



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

away.  We see that he is straddling a bicycle.



						 CUT TO:





49      EXT. GREY SEDAN - NIGHT		        49



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

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



		SISTER
		(taunting)

	 See, I told you he wasn't

	 dead.  You owe me Baskin

	 Robbins.



The boy rides past her list a shot.



		BOY
		(urgently)

	 Come on.  Just come on.



						 CUT TO:





50      INT. GREY SEDAN						  50



Reese relaxes slowly, the voltage draining out of him.



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

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

The gun can now be fired.



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

wires, starting the car.



						 CUT TO:





51      EXT. STREET/OVERPASS - NIGHT		   51



Lit by streetlights, the car moves away with it lights

off and vanishes in the shadows.



						 CUT TO:





52      OMITTED						          52



53      INT. SARAH'S APARTMENT/BATHROOM/LIVING ROOM - NIGHT    53



Sarah and Ginger are crammed into the tiny bathroom,

becoming inextricably tangled in each other's cords as

they blow-dry, curl hair, and apply make-up.  Ginger

has her headphones inverted under her chin but in place,

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

wearing a short terry-cloth bathrobe that reveals the

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



The phone rings and Sarah goes out into the living room

to get it.



		SARAH
		(answering the
		phone)

	 Hello?



		VOICE (V.O.)
		(on phone, deep
		and breathy)

	 First I'm going to rip the

	 buttons off your blouse, one

	 by one...then run my tongue

	 along your neck, down to your

	 bare, gleaming breasts...



Sarah cups her hand over the mouthpiece and calls out

matter-of-factly:



		SARAH

	 Ginger!  It's Matt.



She resumes listening.



		MATT (V.O.)

	 ...and then slowly pull your

	 jeans off inch by inch and

	 lick your belly in circles,

	 further and further down...

	 then I'll pull off your panties

	 with my teeth...



Sarah is repressing laughter.



		SARAH
		(crossly)

	 Who is this?



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

talking to.



		MATT (V.O.)

	 Oh my God!  Sarah!  Oh, shit.

	 Jesus, I'm sorry.  I thought

	 you were...Can I talk to Ginger?



		SARAH

	 Sure, Bunky.



As Ginger approaches, Sarah hands her the receiver and

goes into the bedroom.



		GINGER

	 Hello?



		MATT (V.O.)

	 First I'm gonna rip the buttons

	 off your blouse...



						 CUT TO:





54      BEDROOM



Sarah picks up four blouses on hanger lying on the bed

and goes back into the hallway.



						 CUT TO:





55      INT. LIVING ROOM



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

and starts holding the blouses against herself one by one

for Ginger's inspection.



		SARAH

	 What do you think?



		GINGER
		(covering mouth-
		piece)

	 Great.



Sarah hold up another one.



		SARAH

	 How about this?



		GINGER

	 Great.



		SARAH

	 You're a big help.



		GINGER
		(advisory tone)

	 Alright, the beige one.



		SARAH

	 I hate the beige one.



		GINGER
		(same advisory
		tone)

	 Don't wear the beige one.



Sarah gathers up the blouses and walks out.



		SARAH (V.O.)

	 This guy's probably a schmuck

	 and I don't care what I wear.



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

a concerned expression.



		SARAH
		(continuing)

	 You think the beige?



						 CUT TO:





56      EXT. VENICE STREET - NIGHT



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

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

in front of a funky Venice apartment building.  A small

crowd  is gathered around the front steps.  LIEUTENANT

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

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

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

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

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

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

for their ten second glimpse of something under a sheet,

separate for him to pass.



						 CUT TO:





57      INT. VENICE APARTMENT BUILDING/STAIRWELL/APARTMENT



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

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

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

to find a quiet flurry of activity.  Several DETECTIVES and

a PHOTOGRAPHER prowl around, taking evidence, taking pictures.



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

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

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

of her.



Vukovich glances up as he is joined by DETECTIVE SGT.

TRAXLER.  Traxler is black, lean and very jaded.



		VUKOVICH

	 Give me the short version.



		TRAXLER

	 Six shots at less than ten

	 feet.  Weapon was a large

	 caliber--



Vukovich is looking at the body.



		VUKOVICH

	 No shit.



Traxler turns to a passing DETECTIVE.



		TRAXLER

	 Come on. man.  Don't track

	 it all over.  It's un-

	 professional.



He turn back to Vukovich, gesturing at the body.



		TRAXLER
		(continuing)

	 Okay, let's see...Got a pos-

	 itive on her.  She's Sarah

	 Connor, works as a legal--





		VUKOVICH
		(interrupting)

	 That can't be right.  That's

	 the name of the one Valley

	 Division mopped up this after-

	 noon.



Traxler slips something off his clipboard and hands

it to the Lieutenant.



		TRAXLER

	 Here's her driver's license.



		VUKOVICH
		(pondering)

	 You gotta be kidding me.  The

	 new guys'll be short-stroking

	 it over this one.  A one-day

	 pattern killer.



		TRAXLER

	 I hate the weird ones.



						 CUT TO:





58      INT. SARAH'S APARTMENT/BATHROOM		58



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

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



		GINGER
		(studying their
		reflection)

	 Better than mortal man deserves.



Sarah grins and goes into the other room.



						 CUT TO:





59      INT. LIVING ROOM



Sarah walks around the room, searching for something.



		SARAH
		(calling)

	 Ginger, have you seen Pugsley?



Ginger enters, stopping beside their phone answering machine.



		GINGER

	 Not lately.  Did you check

	 messages?



		SARAH
		(still looking)

	 I thought you did.



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

bends down.



		SARAH
		(from beside cur-
		tains)

	 Come here young man.  Mind

	 your mother.



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

vapidly.



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

perch on the windowsill.  She gives the complacent reptile

a kiss on its blunt snout.



		GINGER
		(groaning)

	 Totally nauseating.



Sarah drapes the lizard across her shoulders where it sits

contentedly as she looks for her purse.  Ginger has been

rewinding the message tape.  She punches PLAY and a MALE

VOICE is heard.



		VOICE
		(recorded)



	 Hi, Sarah...Stan Morsky.

	 Uh, something's come up and

	 it looks like I won't be able

	 to make it tonight.  I'm really

	 sorry.  Call you in a day or so.

	 Sorry.  'Bye.



Sarah stands still, crestfallen.



		GINGER

	 That bum.  So what if he has

	 a Porsche, he can't treat you

	 like that...it's Friday night

	 for crissakes.



		SARAH
		(slumping)



	 I'll live.



		GINGER

	 I'll break his kneecaps.



Sarah resignedly slips Pugsley off her shoulders.



		SARAH

	 You still love me, don't

	 you, Pugsley?



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

DOG' sign taped on the side.



		SARAH
		(continuing)

	 I'm going to a movie, kiddo.

	 See ya'.  You and Matt have

	 a good time.



		GINGER
		(as Sarah exits)

	 We will, kiddo.



						 CUT TO:





60      INT. PARKING GARAGE - NIGHT



Sarah is a small figure in the shadowed echoing garage of

her building.



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

their inky shadows.

The light near her moped is out.

She fumbles in the dark to unlock the chain.

She looks up.

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



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

garage.



ON SARAH - C.U., inexplicably nervous.

She stows the chain and starts the bike.  It whines

reassuringly.

Sarah jumps on and whirs out of the garage.



						 CUT TO:





61      INT. CAR/NEARBY - NIGHT		        61



Sarah is visible through the windshield as she pulls onto

the street.



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

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

her receding tail-light.

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

Mouth cruel where the scar tugs at it.



						 CUT TO:



62      INT. DIVISION HEADQUARTERS - NIGHT	        62



DOLLYING WITH VUKOVICH and TRAXLER, as they pass through a

group of REPORTERS.  Mostly newspaper stringers but there

is also one bored local TV MINICAM CREW.



		REPORTER

	 ...Lieutenant, are you aware

	 that these two killings occurred

	 in the same order as their listings

	 in the phone book?



		VUKOVICH

	 No comment.



He and Traxler enter their office and shut the door.



						 CUT TO:





63      VUKOVICH'S OFFICE						63



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

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

of aspirins.  Traxler grimaces.



		TRAXLER

	 That stuff's two hours cold.



		VUKOVICH
		(nodding ab-
		sently)

	 I know.



		TRAXLER
		(eyeing him)

	 I put a cigarette out in it.



Vukovich, lost in thought, turns on him suddenly.



		VUKOVICH

	 Did you reach the next girl

	 yet?



		TRAXLER

	 No.  Keep getting an answer-

	 ing machine.



		VUKOVICH

	 Send a unit.



		TRAXLER

	 I already did.  No answer at

	 the door and the apartment

	 manager's out.  I'm keeping

	 them there.



		VUKOVICH

	 Call her.



		TRAXLER

	 I just called.



		VUKOVICH

	 Call her again.



Traxler picks up the phone and begins to dial her number

as Vukovich sets down his coffee cup, unwraps a stick of

gum and pops it in his mouth.



		VUKOVICH
		(continuing)

	 Got a cigarette?



						 CUT TO:





64      INT. SARAH'S APARTMENT - NIGHT		 64



CLOSE ON PHONE, connected to the answering machine.  The

outgoing message trigger after the second ring.



		GINGER'S VOICE
		(machine V.O.)

	 Hi there.
		(long pause)

	 Ha ha ha, fooled you. You're

	 talking to a machine, but don't

	 by shy, it's okay.  Machines need

	 love too, so talk to it and Ginger,

	 that's me, or Sarah will get back

	 to you.  Wait for the beep.



As the message plays, CAMERA DOLLIES OFF the phone machine

and down the corridor of the dark apartment.  As the bedroom

door draws near, Ginger's recorded voice fades and is super-

ceded by CRIES and MOANS.



						 CUT TO:





65      INT. BEDROOM						     65



FULL SHOT, framed against the streetlit curtains, Ginger and

Matt from a beautiful tableau of lovemaking in silhouette.

Their perfect bodies glisten with backlight as they strain

in passion.



CLOSER - TIGHT TWO, revealing that Ginger is wearing her

earphones.  Matt, without breaking rhythm, reaches out to

the night table and thumbs the volume higher.



Ginger cries out louder, apparently enjoying his sure touch

on her volume control.



						 CUT TO:





66      INT. DIVISION HEADQUARTERS - NIGHT	        66



Traxler hangs up the phone.



		TRAXLER

	 Same shit.



		VUKOVICH

	 I can hear it now, it's gonna

	 be the goddamned 'Phone Book

	 Killer'.



		TRAXLER

	 I hate the press cases.

	 Especially the weird press

	 cases.  Where you going?



		VUKOVICH
		(heading for
		the door)

	 To make a statement. I'm gonna

	 give them the name.  Maybe the

	 jackals can help us out for

	 once.



He looks at his watch, then straightens his tie.



		VUKOVICH
		(continuing)

	 If they can get this on the

	 tube by eleven, she may just

	 call us.
		(pause)

	 How do I look?



		TRAXLER

	 Like shit, boss.



Vukovich goes out and the Minicam light hits him as the

door closes.



						 CUT TO:



67      INT. PIZZA PARLOR - NIGHT		      67



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



		ANCHORMAN (V.O.)

	 ...police had no further comment

	 on the apparent similarity between

	 the shooting death of an Encino

	 woman earlier today...



CUT WIDE to show Sarah watching the TV which is suspended

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

raucous with laughter and videogames.  The newscast

continues, ignored by all except Sarah.



		ANCHORMAN (V.O.)
		(continuing)

	 ...and this almost identical

	 killing two hours ago of a

	 Venice resident with virtually

	 the same name.  Sarah Ann Connor,

	 a 24 year old legal secretary, was

	 pronounced dead at the scene in

	 her beachfront apartment...



A customer gestures for the bartender's attention.



		CUSTOMER

	 Hey, can we change this and

	 catch the ball scores.



		BARTENDER
		(reaching for the
		knob)

	 Sure.



Sarah leaps half over the bar, startling everyone.



		SARAH
		(shouting)

	 Leave it where it is!



		ANCHORMAN (V.O.)

	 ...no other connections between

	 the two victims has been estab-

	 lished.
		(pause)

	 On a lighter note, these was

	 cause for celebration at the

	 L.A. Zoo today, as...



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

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

through the crowd.



						 CUT TO:



68      INT. PIZZA PARLOR HALLWAY		      68



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

single payphone and seizes the directory.  She flips rapidly

through it, then stops, looking down.

She sees that her name is next on the list.

The book slips out of her fingers.

Sarah turns and scans the crowd.

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

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



Sarah back into the women's restroom.



						 CUT TO:



69      INT. RESTROOM						    69



Sarah stumbles numbly to the sink.

She splashes her face with cold water.  In the mirror

her terrified reflection looks back.  Why me?

She hears a loud clatter and spins around.

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

Sarah edges back out into the corridor.



						 CUT TO:



70      INT. HALLWAY						     70



Sarah walks stiffly to the pay phone.

It's OUT OF ORDER.



						 CUT TO:



71      EXT. STREET/SIDEWALK - NIGHT		   71



Sarah exits the pizza place into the sparse crowd on the

sidewalk.  As she passes a figure leaning against the wall

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

It is Reese, his gaze impassive.

Streetlight catches the burn scar on his cheek.

He is motionless, sinister in his long coat.

Sarah shudders.

She walks on.



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

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

Was it always like that and she just never noticed?



C.U. - SARAH as she look over her shoulder.



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

She resists the urge to run.

On the opposite side of the street an  LAPD cruiser glides

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

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

down a side street.



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

ducks quickly through the door.



						 CUT TO:





72      INT. STOKER'S - NIGHT		          72



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

Her knuckles clench white as he reaches the entrance and

walks by, unhurriedly, without a glance inside.

She turns and scan the gloomy interior, which reveals itself

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

in submarine depths of smoky haze.



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

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

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

phone and dials.



		VOICE (V.O./RECORDED)

	 You have reached the Los Angeles

	 Police Department Emergency Number.

	 All lines are busy.  If you need

	 a police car sent out to you, please

	 stay on the line...



Sarah holds the receiver pressed to her ear, glancing

around, fear feeding on frustration.



						 CUT TO:





73      EXT. SARAH'S APARTMENT BUILDING - NIGHT	   73



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

building with two cops inside, drinking coffee.  Through

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

radio.



		DISPATCHER (V.O.)

	 ...two eleven in progress at

	 Seven-Eleven market, Third and

	 Tamarac.  One suspect believed

	 to be armed...



The car pulls out with lights and siren on.

A moment later, Terminator rounds the corner of the building

and climbs the stairs to the entryway.

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

the barred security gate.



						 CUT TO:





74      INT. SARAH'S APARTMENT - NIGHT		 74



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

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

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

Through the dark living room.

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

herself in the silent gloom as she enters the kitchen.



When she opens the refrigerator to remove snack fixings, the

light briefly illuminates the kitchen and in that moment,

SOMETHING MOVES in the F.G.



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

counter with her arms full of snack stuff.



A SUDDEN CRASH.  A flurry of motion behind her.

She spins, dropping half her load.

Ginger fumbles for the lightswitch.



Revealing Pugsley, sitting there blinking innocently among

overturned spice bottles on the counter-top.



		GINGER

	 Shoo.  Go on.  I'll make a

	 belt out of you.



Pugsley disappears into a large fern by the window and Ginger

sets about her task, slathering crunchy peanut butter on

stalks of celery.



						 CUT TO:





75      INT. BEDROOM						     75



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

light over his sleeping face.

The sound of a faint breeze.

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



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

repeated CLICKING.



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

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

right above him.

It slashes viciously downward.

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

been.



		MATT

	 Whoah!



Terminator catches him by the hair and slashed down again.

Matt grabs the wrist in both hands.

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

pressing a Chrysler, strain and knot against the pressure of

the killer's single arm...

And still the blade moves closer to his throat.



With a final heave Matt deflects the down-pressure sideways

and the blade snaps with a CLINK against the headboard.



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

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

brass deco lamp and brings it down with piledriver force.



Unperturbed, Terminator knocks the lamp away and hurls Matt

over the bed.



						 CUT TO:





76      EXT. BALCONY - NIGHT		           76



Matt crashes through the glass doors and slams against the

balcony railing.



						 CUT TO:





77      INT. KITCHEN						     77



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

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

phone.



						 CUT TO:





78      EXT./INT. BALCONY AND BEDROOM - NIGHT	     78



Matt heaves himself up, powerful body gleaming with sweat

and hurls himself upon the intruder.

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

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



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

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

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

the other's head.



						 CUT TO:





79      INT. HALLWAY						     79



DOLLY PRECEDING GINGER as she returns from the kitchen with

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

passes the closed bedroom door and STOPS, as Ginger pauses

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

open the door.



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

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

propelled halfway through the door by enormous force.

Ginger shrieks and leaps back, flinging milk and all into

the air.



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

creates resistance.

Ginger SCREAMS and back away.



The door is wrenched open and Terminator steps through with

the massive .45 drawn.



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



TIGHT ON TERMINATOR as the pistol RISES INTO FRAME, aligning

with his eyes.  BOOM!



LOW FAST DOLLY WITH GINGER as the bullet punches into her

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



LOW WIDE ANGLE as she crawls forward, gasping, drowning.

The implacable figure looms behind her.

Her expression is agony and reeling, nauseating terror.

And incomprehension: Why am I suddenly dying?

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

a burning stable.



						 CUT TO:



80      INT. BATHROOM						    80



Ginger scrabbles pathetically for a grip on the tile floor

as she pulls herself into the bathroom.

She clutches the rim of the toilet.



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

PAN UP, off her.  He takes aim.

And empties the clip.

He calmly reloads.



						 CUT TO:





81      INT. HALLWAY/BEDROOM		           81



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

ensuing silence.

Terminator spins, drawing an instantaneous bead on the source

of the sound, but doesn't fire.



		GINGER'S VOICE
		(recorded)

	 Hi there.
		(pause)

	 Ha ha ha, fooled you.  You're

	 talking to a machine...



C.U. - TERMINATOR, motionless, listening.



		GINGER'S VOICE
		(recorded, continuing)

	 ...but don't be shy, it's okay.

	 Machines need love too...



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

it over, assuring himself that she is dead.



		GINGER'S VOICE
		(continuing, recorded)

	 ...so talk to it and Ginger, that's

	 me, or Sarah will get back to you.

	 Wait for the beep.



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



		SARAH'S VOICE
		(on machine)

	 Ginger, this is Sarah...



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

He rises slowly as Sarah's voice continues.



TIGHT ON HIS UNBLINKING EYES.



		SARAH'S VOICE
		(on machine, contin-
		uing)

	 ...I'm in this sleazy bar called

	 Stoker's on Pico but I'm too

	 scared to leave.  I'm really

	 scared, kiddo...



						 CUT TO:





82      INT. STOKER'S BAR - NIGHT		      82



Sarah cups the telephone's mouthpiece with her hand and

glances around frequently.



		SARAH
		(continuing, into
		phone)

	...I think somebody's after me

	and I sure hope you play this

	soon 'cause I need you and Matt

	to come pick me up.  The police

	keep transferring me around, but

	I'm going to try them again.



						 CUT TO:





83      INT. SARAH'S APARTMENT/BEDROOM - NIGHT	    83



		SARAH
		(continuing, B.G.)

	 The number here is 468-9175.

	 Call me, kiddo.  I need you.

	 It's Stoker's on Pico. Bye.



Terminator is rapidly and methodically rifling the contents

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

He picks up a small card.



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

color photo of her.



MACRO ON PICTURE.



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

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



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

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

is gone.



						 CUT TO:





84      INT. STOKER'S BAR - NIGHT		      84



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



		SARAH
		(on phone, upset)

	 ...look, Lieutenant...uh,

	 Vukovich, don't put me on

	 hold and don't transfer me

	 to another department...



						 CUT TO:





85      INT. VUKOVICH'S OFFICE - NIGHT		 85



		VUKOVICH
		(on phone)

	 I won't.  Now just relax.

	 Where are you?
		(pause)

	 Yeah, I know it...on Pico.

	 Are you alright?



						 CUT TO:





86      INT. STOKER'S BAT - NIGHT		      86



		SARAH
		(on phone)

	 Yes, but I don't want to

	 leave.  I think this guy's

	 following me.



						 CUT TO:





87      INT. VUKOVICH'S OFFICE - NIGHT		 87



		VUKOVICH
		(on phone)

	 Alright, Ms. Connor.  Listen

	 carefully.  You're in a public

	 place, you'll be safe 'til we

	 get there.  Stay visible.

	 Don't go outside or in the

	 restroom.  I'll be there in

	 a few minutes.



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



		VUKOVICH

	 Let's roll.



						 CUT TO:





88      INT. STOKER'S BAR - NIGHT		      88



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

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

at her watch and glances around.



						 CUT TO:





89      EXT. STREET - NIGHT		            89



The yellow Maverick hurtles along an empty street.



CLOSER ANGLE as streetlight glare slashes across Terminator's

face in flaring pulses.



						 CUT TO:





90      INT. PLAIN CAR - NIGHT		         90



Vukovich draws his Colt Python .357 Magnum and check the

load.  Traxler is driving.



		VUKOVICH

	 Let's see how this guy likes

	 playing hard-ball.



						 CUT TO:





91      INT. STOKER'S BAR - NIGHT		      91



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



		WAITRESS

	 Anything else?



Sarah shakes her head "No" and contemplates her trembling

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

the mirror behind the bar.



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

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

It is Reese.

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



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



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

etted briefly against a streetlight.



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



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

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

There is a glint of metal in the shadows within.

Reese turns slowly on his barstool as the figure brushes past

him, out-of-focus F.G.

Sarah looks up.



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

a caress.  His finger slips through the triggerguard of the

riot gun.



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

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

HIS SHOULDER.



		SARAH
		(uncertainly)

	Lieutenant Vukovich?



REVERSE ANGLE - It is not Lt. Vukovich.

Terminator sits motionless for a BEAT.

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



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

in one motion.

The bore seems enormous.



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

a BEAT, like a frozen slice of nightmare.



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

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



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

simultaneously.  Sarah screams as the .45 round blows stuffing

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

singed by burning gunpowder.  An involuntary cry is punched

out of her by the double concussions.



Reese is stroking up another shell as Terminator half-rises

from booth.



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

again, advancing on Sarah's booth.

Terminator is blown backward over the center divider,

crashing through the glasses and pitchers of beer on the

table opposite, and onto the floor.



Sarah is screaming, scrunched down in the booth.



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

full of drunk patrons.

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

in the arm.



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

gaping.

Sarah stops screaming.

Reese stand motionless, gun aimed.

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

is abnormally loud.



ON TERMINATOR, very still.

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

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

ing on a shoulder strap.

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



Reese rolls like a cat and comes up firing.

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

An orgy of shattering glass.

Total pandemonium.



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

for cover, depending upon their level of intelligence.



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

her wrists.



ON TERMINATOR, kneeling amid the chaos, raising the UZI

one-handed.



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

the booth seat a moment before the divider and seat cushion

erupt with hits from the UZI.



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

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

her.



Reese fires, ducks, fires again.

Tables crash over.

A window is blown out.

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

behind the bar.

It ignites with a WHOOSH.



Reese feed two shells into the riot-gun.



TIGHT ON TERMINATOR, an island of slow, precise movement

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

another with his bloody hand.



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

firing.  At point blank range he unloads the shotgun into

Terminator's belly.



						 CUT TO:





92      INT./EXT. STOKER'S/STREET - NIGHT	         92



Terminator crashes backwards through two tables and a plate

glass window into the street.



						 CUT TO:





93      INT. STOKER'S BAR - NIGHT		      93



The roaring fire behind the bar is spreading very quickly.

The air is thick with smoke.

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

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



TIGHT ON SARAH, shrinking away from Reese, hysterical.

When he grabs her wrist she struggles, eyes wide.



C.U. - REESE, very intense.



		REESE

	Come with me if you want

	to live.



She looks where he is pointing.



						 CUT TO:





94      EXT. STOKER'S BAR/STREET - NIGHT	          94



Terminator is rising unsteadily to his feet.  Shattered

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

drenched shirt and coat.



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

riveting STRAIGHT INTO THE CAMERA.



						 CUT TO:





95      INT. STOKER'S BAR - NIGHT		      95



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

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



		SARAH
		(awed whisper)

	Oh my God...



						 CUT TO:





96      INT./EXT. STOKER'S BAR - NIGHT		 96



PANAGLIDE PRECEDING TERMINATOR as he clambers back through

the window and starts through the burning bar.



						 CUT TO:





97      INT. STOKER'S BAR - NIGHT		      97



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

ging her with him, toward the back.



REVERSE ON TERMINATOR, DOLLYING as he crashed through the

wreckage in the swirling smoke, hurling burning tables out

of his way.



						 CUT TO:





98      INT. KITCHEN/HALLWAY/EXIT CORRIDOR	        98



PANAGLIDE FOLLOWING REESE AND SARAH, running headlong

through the cluttered kitchen, then down a narrow back

hallway.  Sarah stumbles and Reese brutally pulls her to

her feet without slowing.



He hits a closed door, which crashes open.

Hauls Sarah through, into another corridor.

Slams and blot-latches it.

An instant later an impact from the far side tears the

latch-screws half out of the wall.

They run on.



						 CUT TO:





99      INT. HALLWAY - NIGHT		           99



Terminator takes a step back from the closed door and

slams into it again.  It starts to give way.

behind him the flames engulf a CAN OF CLEANING SOLVENT.



						 CUT TO:





100     INT./EXT. EXIT CORRIDOR/ALLEY - NIGHT	     100



Reese and Sarah pelt down the narrow corridor, fling open

the outside door and spin out into the alley.



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

sprints down the corridor.



						 CUT TO:





101     INT. HALLWAY - NIGHT		           101



The cleaning solvent EXPLODES.



						 CUT TO:





102     INT. EXIT CORRIDOR - NIGHT		     102



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

throttle.  Behind him a fireball of superheated gas hurtles

down the narrow hallway.  He clears the outer door an

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



						 CUT TO:





103     EXT. STREET IN FRONT OF STOKER'S - NIGHT	  103



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

glass-littered street in front of the blazing building.

He leaps out, Traxler right in behind him.



		VUKOVICH
		(shouting)

	What the fuck is going on?



TWO LAPD UNITS arrive behind them.  He motions to the

nearest one.



		VUKOVICH
		(continuing)

	Cover the alley in back.



He heads for the inferno at a run.



						 CUT TO:





104     EXT. ALLEY BEHIND STOKER'S - NIGHT	        104



DOLLYING WITH REESE AND SARAH as they run through the

dark alley.  Sarah stumbles over trashcans.

Reese pulls her along mercilessly.



WHIP-PANNING as they clear a corner.

The B.G. is a blur.

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

No static angles.

Relentless forward motion.



						 CUT TO:





105/FX  EXT. ALLEY - NIGHT			105/FX



Behind them Terminator is moving with inhuman speed,

bounding like a panther, leaping trash cans and other

obstacles.



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

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

total shadow.



						 CUT TO:





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



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

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

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

and the fleeing figures ahead are more luminous than the

background, suggesting infra-red.

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

type characters: columns of numbers and acronyms.  The

data changes more rapidly than any human eye could follow.

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

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

digitized and enhanced as well.



						 CUT TO:





107     EXT. ADJOINING ALLEY - NIGHT		   107



Reese and Sarah turn a corner by caroming off the wall

without slowing and pelt down a narrower alley.  This

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

the street.  There is little room to run.

Reese is reloading on the run, dropping shells.



Behind them Terminator enters the alley, gaining.



LOW ANGLE, FAST PANAGLIDE ahead of the fleeing pair.

As they breast the last car Reese shoves Sarah hard,

pitching her on her face to the pavement.

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

Drops to the ground.

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

just before Terminator reaches it.



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

funneled between the enclosing walls.



ANGLE ON REESE AND SARAH behind the car door as flames

roar over the hood.



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

wall of flame.



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

Climbing in after and over her he twists two wires together

and we recognize it as his stolen GREY SEDAN.

The engine catches.



A SILHOUETTE rockets out of the flames.

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

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

burning.



						 CUT TO:





108     INT./EXT. GREY SEDAN/ALLEY - NIGHT	        108



Reese jams reverse and nail the throttle.

The car backs down the alley.

Terminator draws back his fist.

Punches into the windshield.

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

shoots through.

The lacerated fingers grope for her.



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

street, narrowly missing an arriving LAPD CRUISER.



Sarah plasters herself tightly into the seat as the

fingers grasp her blouse and pull.

Reese cranks the wheel hard.



						 CUT TO:





109     EXT. STREET - NIGHT		            109



The sedan skids, slewing sideways into a parked car.



Terminator rolls down off onto the pavement.

Reese's car shoots forward.



PANNING WITH SEDAN as it roars past Vukovich, the gathering

minions of the burning building, an arriving fire

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

erate.



Terminator gets to a kneeling position, then slowly stands.

He pats out his smoldering clothing as he watches his quarry

escape.



						 CUT TO:





110     EXT. STREET - NIGHT		            110



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

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



		VUKOVICH
		(shouting)

	Go!  Go!  He's got her.



		TRAXLER
		(overlapping)

	Suspect westbound on

	Olympic.  Grey sedan.  Has

	hostage, repeat...



						 CUT TO:





111     EXT. STREET - NIGHT		            111



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

tightly lines with parked cars.

The ROAR of an engine builds.

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

with its lights off, doing ninety plus.



						 CUT TO:





112     INT. GREY SEDAN - NIGHT		        112



Sarah is in a daze.

Paralyzed.  Face bloodless.

She is shivering silently, uncontrollably.

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

quite comprehend the roaring blur outside her window.



		REESE
		(calmly)

	Hold on.



						 CUT TO:





113     EXT. CITY STREETS - NIGHT		      113



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

around a corner in an expertly controlled slide.

Then a high speed sprint down the cross-street.

Reese squirrels the vehicle between a slow-moving car

ahead and oncoming traffic.

A dive into another dark side street.



						 CUT TO:





114     INT. GRAY SEDAN - NIGHT		        114



Reese drives with total, nerveless absorption.  His eyes

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

...and the world spins outside.

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

clipped, military voice.



		REESE

	Are you injured?  Are you

	shot?



No response.

He reaches over and runs his hands over her arms, legs,

chest.  Sarah flinches.

She feels the BLIND PANIC BOILING UP WITHIN HER.

She pushes his hand away and opens the door.

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



		REESE
		(continuing)

	Do exactly what I say.

	Exactly.  Don't move un-

	less I say.  Don't make a

	sound unless I say.  Do

	you understand?



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

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

for a child.  She doesn't answer.



		REESE
		(continuing/
		shouting)

	Do you understand?



		SARAH
		(a whisper)

	Yes.  Don't hurt me.



		REESE

	I'm here to help you.  Reese,

	Sergeant/Tech-Com, DN38416...



Sarah stares numbly at his outstretched hand.  With zero

strength she automatically returns his handshake.



		REESE
		(continuing)

	Assigned to protect you.

	You've been targetted for

	termination.



						 CUT TO:





115     EXT. SIDE STREET/ALLEY - NIGHT		 115



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

cruiser parked on the street beyond.  Firelight from the

back of Stoker's lights the street garishly.

A young cop  stands beside the car talking via radio with

the mike cord pulled through the side window.  He speaks

with a distinctive twang--a displaced southerner.



		COP

	 ...I don't know, it looks

	 like it might spread to this

	 furniture warehouse across

	 the alley, the paint on the

	 wall's starting to blister

	 up...



The sweeping headlights of a turning car momentarily illuminate

the face of Terminator, motionless in the dark right in

front of us.

Eyes open.  Listening.



		COP
		(continuing)

	 Better get another truck

	 round to this side.



Terminator's silhouette emerges from the blackness and

strides purposefully toward the cop, CAMERA following.



The officer whirls and reaches for his gun but Terminator

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

him and opens the door.

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

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

gear, and pulls out.



CAMERA PRECEDING CAR, HIDE WIDE ANGLE, as it accelerates

rapidly, until the lines across the street are flashing

under it in a staccato rhythm.



						 CUT TO:





116     INT. GREY SEDAN - NIGHT		        116



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

window, trying not to see the landscape reeling outside.



		SARAH
		(hoarse whisper)

	 This is a mistake.  I haven't

	 done anything.



		REESE

	 No. But you will.  It's

	 very important that you

	 live.



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



		SARAH

	 I can't believe this is happen-

	 ing.  How could than man get up

	 after you...



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



		REESE

	 Not a man.  A Terminator.

	 Cyber Dynamics Model 101.



						 CUT TO:





117     INT. SQUAD CAR - NIGHT		         117



Terminator drives expressionlessly, monitoring the babble

from Central Dispatch.  He hears his number.



		DISPATCHER (V.O.)
		(filtered)

	 ...Suspect vehicle sighted on

	 Motor at Pico, southbound.

	 Units Two-Zero-Six and Five-

	 Seven, attempt intercept.

	 Unit One-Four-Three, come in.



Terminator picks up the mike.  He speaks in a

simulation of the young cop's southern twang.



		TERMINATOR

	 This is One-Four-Three.  West-

	 bound on Olympic, approaching

	 Overland.



						 CUT TO:





118     EXT. SANTA MONICA FREEWAY - NIGHT	         118



The grey sedan moves through traffic like a hell-bent

wraith.  Reese has the hammer down.  He handles the

car with nerves of steel.



						 CUT TO:





119     EXT. POLICE HELICOPTER - NIGHT		 119



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

chopper, F.G., drops toward it.



		PILOT (V.O.)
		(filtered)

	 Air-unit Two.  We're on him.

	 Westbound Santa Monica at 405.



						 CUT TO:





120     INT. GREY SEDAN - NIGHT		        120



		SARAH

	 A machine?  You mean, like

	 a robot?



		REESE

	 Not a robot.  Cyborg.

	 Cybernetic Organism.



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

windshield.



		SARAH

	 But...he was bleeding.



At that moment a blinding light sears down on them from

above.  Reese looks over his left shoulder and sees a

CHP cruiser coming alongside.



		REESE

	 Just a second.  Keep your

	 head down.



						 CUT TO:





121     EXT. FREEWAY - NIGHT		           121



The helicopter is right above the, its spotlight burning

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

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

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

curving off-ramp.

The helicopter banks, following.

The cruiser swaps ends trying to maneuver and slams broad-

side into the guardrail.  Out of action.



						 CUT TO:





122     EXT. OFF RAMP/INTERSECTION - NIGHT	        122



The sedan roars across the street without slowing

and vanishes down a tree-lined side street.



						 CUT TO:





123     EXT. POLICE HELICOPTER - NIGHT		 123



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

sweeps over the close-knit treetops.



						 CUT TO:





124     EXT. SIDE STREET/INTERSECTION - NIGHT	      124



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

filters in shafts through the trees further down the street,

sweeping futility back and forth.



						 CUT TO:





125     EXT. POLICE HELICOPTER - NIGHT		 125



It hovers indecisively, then banks off.



		PILOT (V.O.)
		(filtered)

	 Lost him.



						 CUT TO:





126     INT. GREY SEDAN - NIGHT		        126



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



		REESE

	 Good cover.
		(pause)

	 Alright.  Listen.

	 The Terminator's an infil-

	 tration unit.  Part man, part

	 machine.  Underneath, it's a

	 hyperalloy combat chassis,

	 mircoprocessor-controlled,

	 fully  armored. Very tough...



He pauses as they slide around another corner.



						 CUT TO:





127     EXT. STREET - NIGHT		            127



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

He turns the lights on and blends with traffic.

The helicopter crosses laterally in the distance.



						 CUT TO:





128     INT. GREY SEDAN - NIGHT		        128



		REESE
		(continuing)

	 But outside, it's living

	 human tissue.  Flesh, skin,

	 hair...blood.  Grown for the

	 cyborgs.



		SARAH

	 Look, Reese, I know you want

	 to help, but...



		REESE
		(cutting her off)

	 Pay attention.  The 600

	 series had rubber skin.

	 We spotted them easy.  But

	 these are new.  They look

	 human.  Sweat, bad breath,

	 everything.  Very hard to

	 spot.  I had to wait 'til

	 he moved on you before I

	 could zero him.



		SARAH

	 Hey, I'm not stupid, y'know.

	 They can't build anything like

	 that yet.



		REESE

	 No.  Not yet.  Not for about

	 forty years.



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

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

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

too cool.



		SARAH

	 So, it's from the future, is

	 that right?



		REESE

	 One possible future.  Four your

	 point of view.  I don't know the

	 tech stuff.



		SARAH

	 And you're from the future too?



		REESE

	 Right.



They come to a red light and Reese stops.



		SARAH
		(patronizingly)

	 Right...



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

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

her arm and hauls her struggling back into the car.



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

His grip doesn't slacken.

Slowly, without releasing her, he reaches across with his

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



Sarah draws back and stares at the blood running down his

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

light turns green and Reese drives on.

Sarah tastes blood and wipes her mouth.



		REESE
		(coldly)

	 Cyborgs don't feel pain.  I

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



He wipes his hand on his pants.



		SARAH
		(weakly, plead-
		ing)

	 Just let me go.



		REESE
		(slow, but intense)

	 Listen.  Understand.  That

	 Terminator is out there.  It

	 can't be reasoned with, it can't

	 be bargained with...it doesn't

	 feel pity of remorse or fear...

	 and it absolutely will not stop.

	 Ever.  Until you are dead.



Sarah slump in utter resignation.



		SARAH
		(quietly)

	 Can you stop it?



Reese doesn't look at her.



		REESE

	 Maybe.  With these weapons...

	 I don't know.



						 CUT TO:





129     EXT. PARKING LOT - NIGHT		       129



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

acres of pavement dotted with sporadic parked cars.



						 CUT TO:





130     EXT./INT. TERMINATOR'S CRUISER - NIGHT	    130



ANGLE THROUGH WINDSHIELD, ON TERMINATOR, as he searches.

Streetlights flare across rhythmically.



						 CUT TO:





131     EXT. POLICE HELICOPTER - NIGHT		 131



It moves between two buildings, searchlight sweeping back

and forth.  DOWN ANGLE, past the chopper, as the circle of

light moves across a row of parked cars.

It passes a grey sedan with a shattered windshield.

Flicks back.  Holds.



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

It looks empty.



						 CUT TO:





132     EXT. PARKING LOT/NEARBY  - NIGHT	          132



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

behind a row of parked cars.



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

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

Reese approaches the door of a late model brown Buick which

has been left with its window partway down.

He unlocks it and they slip inside.



						 CUT TO:





133     EXT./INT. TERMINATOR'S CRUISER - NIGHT	    133



TIGHT ON TERMINATOR, through the windshield of the black-

and-white.



		DISPATCHER (V.O.)
		(filtered)

	 Suspect vehicle located at

	 parking lot, Cedar and Glen-

	 haven...



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

and roars off in the opposite direction.



						 CUT TO:





134     INT./EXT. BROWN BUICK/PARKING LOT - NIGHT	 134



Reese uses the butt of the shotgun to smash loose the

ignition assembly.  He begins working on the wires.  A

police cruiser appears, moving slowly between the rows of

cars.



Reese grabs Sarah and pulls her down to huddle below dash

level.  A moment later a spotlight flashes across the seats

above them.  They hear the helicopter circling closer.



		SARAH

	 Reese...why me?  Why does

	 it want me?



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

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

so close they can hear its radio clearly.



		REESE

	 There's so much...



		SARAH

	 Tell me.  Just start at the

	 beginning.



Reese musters his thoughts.  And starts.



		REESE

	 There was a war.  A few years

	 from now.  Nuclear war.  The

	 whole thing.  All this--



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



		REESE
		(continuing)

	 --everythingis gone.  Just

	 gone.  There were survivors.

	 Here.  There.  Nobody knew who

	 started it.
		(pause)

	 It was the machines.



		SARAH

	 I don't understand...



		REESE

	 Defense network computer. New.

	 Powerful.  Hooked into everything.

	 Trusted to run it all.  They say it

	 got smart...a new order of intelli-

	 gence.  Then it saw all people as

	 a threat, not just the ones on the

	 other side.  Decided out fate in a

	 microsecond...extermination.



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

briefing, quieter.



		REESE
		(continuing)

	 Didn't see the war.  I was born

	 after, in the ruins.  Grew up

	 there.  Starving.  Hiding from

	 the H-K's.



		SARAH

	 The what?



		REESE

	 Hunter Killers.  Patrol machines.

	 Build in automated factories.

	 Most of us were rounded up, put in

	 camps...for orderly disposal.



He pushes up the sleeve of his jacket and shows

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

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

matic-pricing marks on product packages.



		REESE
		(continuing)

	 Burned in by laser scan.
		(pause)

	 Some of us were kept alive...

	 to work.  Loading bodies.  The

	 disposal units ran night and day.

	 We were that close to going out

	 forever...



The helicopter moves overhead.  Its searchlight illum-

inates the car interior, moves on.  Before the rotor

sound fads, Reese starts the car.



						 CUT TO:





135     EXT. PARKING LOT - NIGHT		       135



Several black-and-whites are moving among the parked

cars, slowly.



ANGLE ON TERMINATOR'S CRUISER rolling along just above

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

seeing on level we can't.



						 CUT TO:





136     INT. BROWN BUICK - NIGHT		       136



Reese is holding onto Sarah's shoulder tightly.



		REESE
		(continuing)

	 ...but there was one man...who

	 taught us to fight.  To storm

	 the wire of the camps.  To

	 smash those metal mother-

	 fuckers into junk.  He turned

	 it around...he brought us back

	 from the brink.
		(pause)

	 His name is Connor.  John Connor...

	 your son, Sarah.  Your unborn son.



Sarah stared at him.



						 CUT TO:





137     EXT. PARKING LOT - NIGHT		       137



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

appears behind it, moving slowly.



C.U. - TERMINATOR, scanning.



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

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

Terminator's head snaps around.

His eyes lock on Reese's car.

He reaches for his shotgun.



						 CUT TO:





138     INT. BUICK - NIGHT			138



Reese's head jerks up, looking in the mirror.



						 CUT TO:





139     EXT. PARKING LOT - NIGHT		       139



Reese's car launches forward from its space, tires

spinning as Terminator fires from the window of the

cruiser.



						 CUT TO:





140     INT. BUICK - NIGHT			140



The rear window explodes and Reese ducks, then cranks

the wheel.



						 CUT TO:





141     EXT. PARKING LOT - NIGHT		       141



Reese and Terminator race along opposite sides of a

row of cars, approaching the exit.

The cruiser pulls ahead and closes diagonally as they

clear the last car.

Reese sees the other's shotgun leveled.

He ducks, steering blind, keeps it floored.

The windshield and side window EXPLODES INWARD.



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

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

heading for the exit.



SEVERAL ANGLES, as the police react.



The chopper banks tight and dives across the tops of

the parked cars.  Cruisers race to converge.



						 CUT TO:





143     EXT. STREET - NIGHT		            143



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

street, accelerating.  Terminator's cruiser slides out

behind it, fishtails, races forward.

Engines roar as the cars go flat out.  Buildings lining

the street become a blur.

The chopper arcs in behind them.

Legitimate police, lights blazing, enter the pursuit

one by one.



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

across all lanes ahead of it.

Terminator gaining.

They run an intersection at a hundred plus.



						 CUT TO:





144     INT. BUICK - NIGHT			144



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



		REESE
		(yelling)

	Steer!



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

still keeping the throttle mashed down.

Sarah grabs the wheel, fighting to control the car.



						 CUT TO:





145     EXT. STREET/BUICK - NIGHT		      145



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

shotgun, buffeted by the windstream.

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



		SARAH
		(shouting)

	Reese!



						 CUT TO:





146     INT. BUICK - NIGHT			146



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

red light their way and an ALPHA BETA TRUCK entering cross

wise.



						 CUT TO:





147     EXT. STREET/CARS - NIGHT		       147



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

side...at Reese.

They are staring down each other's barrels.



						 CUT TO:





148     INT. BUICK - NIGHT			148



Sarah grabs the shift lever.



DETAIL - SHIFTER, as she slams it into reverse.



						 CUT TO:





149     EXT. STREET/CARS - NIGHT		       149



MOVING WITH BOTH CARS as the Buick skids with rear tires

locked.  Reese and Terminator FIRE simultaneously.



TIGHT ON REESE as the doorpost next to his shoulder is

torn out by the other's blast.



ON TERMINATOR, leaning to see around his shattered wind-

shield.  Too late.

He hurtles into the intersection, past the skidding Buick.

Clips the back of the semi.

Spins radically.

Vaults the curb in a screeching front-end roll.



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

through the counter area of an A & W.



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

of tire smoke.

Transmission fluid pours out of the car like blood.

An instant later they are surrounded by an assortment of

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

The helicopter hovers overhead.



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

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

drawn, approaches the car warily.



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

and runs, staggering, toward them.  Vukovich steps forward

and pulls her away to safety.



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



						 CUT TO:





150     EXT. A & W - NIGHT			150



Two cops approach the overturned squad car jammed into the

wreckage of the small building.

They shine their flashlights inside.

It is empty.



The cyborg has VANISHED.



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

crashed down across the crushed auto.



						 CUT TO:





151     INT. VUKOVICH'S OFFICE - NIGHT		 151



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

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

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



The door opens.

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

involuntarily.  Vukovich enters with Traxler and DR. PETER

SILBERMAN, a criminal psychologist.  Silberman is smooth

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

enthusiastic about the workings of the human psyche, as

emotionally involved as someone pulling the wings off a fly.



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

He puts a paternal arm around her shoulders.



		VUKOVICH

	Here, drink some of this...



		SARAH
		(voice flat,
		desperate)

	Lieutenant, are you sure it's

	them?  Maybe I should see the

	...bodies.



		VUKOVICH

	They've already been identi-

	fied.  There's no doubt.



Sarah  begins to cry again, slowly and very quickly.



		SARAH
		(to herself)

	Of, God...Ginger...kiddo,

	I'm so sorry.



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

it starts to spill.



		VUKOVICH
		(gently)

	Sarah.
		(pause)

	Sarah, this is Dr. Silber-

	man.  I'd like you to tell

	him everything Reese said

	to you.  Do you feel up to it?



		SARAH
		(almost in-
		audible)

	I guess so.
		(to Silberman)

	You're a doctor?



		SILBERMAN

	A criminal psychologist.



		SARAH

	Is Reese crazy?



		SILBERMAN

	That's what we're going to

	find out.



						 CUT TO:





152     INT. HOTEL ROOM - NIGHT		        152



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

the FIRE ESCAPE outside the window adds an element of

strategic value.

A silhouette slips in through the window and click on the

single BARE LIGHT BULB.

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

A bloody scarecrow with bullet wounds in stomach, chest,

shoulder and right wrist.



MEDIUM ON TERMINATOR as he sits at a ratty folding table

under the light.

His eyebrows are singed off.

Hair a charred stubble.

Left eyes glistening with imbedded glass shards.



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

He removes the charred remains of his jacket and props.

one elbow on the table.



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

ines it.  He picks up an X-ACTO KNIFE and cuts deeply into

the skin of his forearm.

His expression is one of mild concentration.



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

reveal a complex trunk of SHEATHED CABLES AND HYDRAULICS.

They slide as he moves his fingers.



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

blood.  With small screwdrivers he begins to patiently dis-

assemble the damaged mechanism around the 12-guage hit.



						 CUT TO:





153     INT. DIVISION HQ/INTERROGATION ROOM - NIGHT            153



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

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

Silberman.  Behind Silberman is a large mirror.  A DETECTIVE

leans against the wall.



		SILBERMAN

	So.  You're a soldier.

	Fighting for whom?



		REESE

	With the One Thirty Second

	under Perry, from '21 to '27--



		SILBERMAN
		(interrupting)

	The year 2027?



						 CUT TO:





154     INT. OBSERVATION ROOM		          154



Vukovich and Traxler are seated in the dark room, watching

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

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

a CART holding a SMALL MONITOR and VIDEOCASSETTE RECORDER.



		REESE
		(through speaker)

	That's right.



		TRAXLER
		(quietly, to
		Vukovich)

	This is fucking great.



						 CUT TO:





155     INT. INTERROGATION ROOM		        155



		REESE

	Then I was assigned Recon/

	Security, last two years,

	under John Connor.



		SILBERMAN

	And who was the enemy?



		REESE

	SKYNET.  A computer defense system

	built for SAC-NORAD by Cyber

	Dynamics.  A modified Series

	4800.



		SILBERMAN
		(gravely)

	I see.  And this...computer,

	thinks it can win by killing

	the mother of its enemy, kill-

	ing him, in effect, before he

	is even conceived?  A sort of

	retroactive abortion?



		REESE

	Yes.



						 CUT TO:





156     INT. OBSERVATION ROOM		          156



Traxler snorts and grins.



		TRAXLER
		(to Vukovich)

	That Silberman just crack me up.
		(pause)

	He had this guy in here last week

	who set his Afghan on fire.

	Screwed it first, then set it on--



		VUKOVICH
		(leaning forward)

	Shut up.



						 CUT TO:





157     INT. INTERROGATION ROOM



		REESE

	 ...it had no choice.

	 The defensive grid was

	 smashed. We'd taken the

	 mainframes...

	 We'd won.  Taking out

	 Connor then would make no

	 difference.  Skynet had to

	 wipe out his entire exist-

	 ence.  We captured the lab

	 complex.  Found the...what-

	 ever it was called...the

	 time-displacement equipment.

	 The Terminator had already

	 gone through.  They sent two

	 of us to intercept, then

	 zeroed the whole place.

	 Sumner didn't make it.



		SILBERMAN

	 Then how are you supposed to

	 get back?



		REESE

	 Can't.  Nobody goes home.

	 Nobody else comes through.

	 It's just him and me.



						 CUT TO:





158     INT. HOTEL ROOM - NIGHT



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

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

intently.



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

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

his face, holds TIGHT ON left eye.

With a smooth motion the knife point enters the eyeball

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

of the damaged eyelids.



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

Revealing the faintly glowing lens mechanism, suspended in

a chrome socket by tiny servos.

The eye whirs quietly as it tracks.



SEQUENCE OF SHOTS, showing various repairs.

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

a needle and sewing thread and starts to work on abdominal

wound out of frame below.

He slips a glove over the damaged hand.

A motoring cap over the blistered scalp.



A fresh shirt to hide his body wounds.

This is followed by a new overcoat.



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

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

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

a bit gaunt and pale.



A turn of his head brings the balefully glowing left eye

in its metal socket into view.

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



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

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

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



						 CUT TO:





159     INT. VUKOVICH'S OFFICE - NIGHT		 159



TIGHT ON VIDEO MONITOR showing Reese in the Interrogation

Room.



		REESE
		(recorded)

	 ...It's just him and me.



CUT WIDE revealing Sarah, Silberman, Vukovich and Traxler

watching a monitor sitting amid incredible paperwork clutter

on a desk top.



		SILBERMAN
		(recorded)

	 Why didn't you bring any

	 weapons?  Something more

	 advanced.  Don't you have

	 ray guns?



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

who nods appreciatively.



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



ON SARAH, as Silberman's voice is heard.



		SILBERMAN
		(recorded)

	 Show me a piece of future

	 technology.



		REESE
		(recorded/con-
		trolling his
		hostility)

	 You go naked.  Something about

	 the field generated by a living

	 organism.  Nothing dead will go.



		SILBERMAN
		(recorded)

	 Why?



		REESE
		(recorded)

	 I didn't build the fucking

	 thing.



		SILBERMAN
		(recorded)

	 Okay.  Okay.  But this...
		(consults his
		notes)

	 cyborg...if it's metal...



		REESE
		(recorded)

	 Surrounded by living tissue.



		SILBERMAN
		(recorded)

	 Of course.



The real Silberman put the tape on "PAUSE".



		SILBERMAN
		(excited)

	 This is great stuff.  I could

	 make a career out of this guy.

	 You see how clever this part

	 is...how it doesn't require a

	 shred of proof.  Most paranoid

	 delusions are intricate...but

	 this is brilliant.



He starts the tape again.



		SILBERMAN
		(recorded)

	 Why were the other two women

	 killed?



		REESE
		(recorded)

	 Most official records were

	 lost in the war.  The computer

	 knew almost nothing about

	 Connor's mother.  Her name.

	 Where she lived, just the city.

	 No scanner pictures.  The

	 Terminator was just being

	 systematic.



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



		REESE
		(recorded, con-
		tinuing)

	 You've heard enough.  Decide.

	 Are you going to release me?



		SILBERMAN
		(recorded)

	 I'm afraid that's not up

	 to me.



		REESE
		(recorded/voice
		rising)

	 Then why am I talking to you?

	 Get out.



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

begin to shout.



		SILBERMAN
		(recorded)

	 I can help you...



		REESE

	 Who is in authority here?



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



		REESE
		(recorded)

	 You still don't get it.

	 He'll find her.  That's

	 what he does.  All he does...



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

machine, to kill it.



		REESE
		(recorded, con-
		tinuing)

	 You can't stop him. He'll

	 wade through you...



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

yelling.



		REESE
		(recorded, continuing)

	 ...reach down her throat, and

	 pull her fucking heart out...



The screen goes black.

Vukovich has cut off the tape.



		SILBERMAN
		(glancing around)

	 Sorry.



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



		SARAH
		(turning)

	 So Reese is crazy.



		SILBERMAN

	 In technical terminology,

	 he's a loon.



		SARAH

	 But...



Vukovich hands her something that looks like umpire's

padding.



		VUKOVICH

	 Sarah, this is body armor.

	 Out TAC guys wear it.  It'll

	 stop a 12 gauge round.  This

	 other individual must've had

	 one under his coat.



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



		SARAH

	 But what about him punching

	 through the windshield?



		TRAXLER
		(shrugs)

	 Probably on PCP, broke every

	 bone in his hand and won't feel

	 it for hours.  There was this

	 guy once that...



Vukovich cuts him off with a gesture and sits beside Sarah

on the bench.



		VUKOVICH

	 Why don't you just stretch out

	 here and get some sleep.  It'll

	 take your mom a good hour to get

	 here from Redlands.



		SARAH

	 I can't sleep.



		VUKOVICH

	 Go ahead.  You're safe.  There're

	 thirty cops in this building.



		SARAH

	 Okay.



She lays her head on a wadded up blanket as everyone

leaves the office.



						 CUT TO:





159A    INT. CORRIDOR



Vukovich pauses outside the door, lost in thought.  Traxler

studies him for a second.



		TRAXLER

	 What?
		(pause)

	 Ed, come on...the guy's a

	 wacko.



Vukovich glances up.



		VUKOVICH
		(quietly)

	 He'd better be.



						 CUT TO:





160     INT. POLICE DEPARTMENT FOYER - NIGHT	      160



Silberman can be seen through a glass partition next to

the bullet-proof glass booth enclosing the NIGHT DESK

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

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

door opens and Silberman steps out.



As he exits the station, he passes Terminator just coming in

the front door.  He glances at the pale apparition in cap

and dark wrap-arounds, but goes on.

Terminator approaches the Desk Sergeant who barely glances

up when he speaks.



		TERMINATOR

	 I'm a friend of Sarah Connor.

	 I was told she is here.  Can

	 I see her, please?



		SERGEANT

	 You can't see here.  She's

	 making a statement.



		TERMINATOR

	 Where is she?



		SERGEANT
		(laconically)

	 Look.  It's gonna be a while.

	 You wanna wait.  There's a

	 bench.



Terminator steps back, scanning the booth, the electric

door, the rooms beyond.



		TERMINATOR

	 I'll come back.



He turns and walks out through the front doors.



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

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

get BRIGHTER outside the doors.  RAPIDLY.  He glances up

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

Several cops and late night loiterers scatter as a car

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

booth, crushing him in the wreckage.



						 CUT TO:





161     INT. DIVISION HQ/VUKOVICH'S OFFICE	        161



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

REVERBERATES through the building.  She sits up, bleary-

eyes.



						 CUT TO:





162     INT. DIVISION HQ/CORRIDOR		      162



Through the hole in the splintered wall we see Terminator

leap out of the car.

He vaults the hood and smashes through the debris of the

wall.

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

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

.38 in the other.

The shotgun dangles at his side on a shoulder sling.



LOW ANGLE DOLLY, preceding him as he starts down the

corridor.



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

one carrying a cup of coffee.

Terminator fires a burst from the assault rifle.



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

coffee and plaster.



						 CUT TO:





163     INT. DIVISION HQ/VUKOVICH'S OFFICE



Sarah is alert now with growing alarm.  The sound of

GUNFIRE is faint...but unmistakable.  Her expression

shows the dawning certainty of what is happening.



						 CUT TO:





164     INT. DIVISION HQ/CORRIDOR		      164



Terminator steps over the bodies of the two cops without

breaking stride.



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

hall.  Comes to a door.  Tries it.  Locked.

Kicks it in.

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



ANGLE ON TERMINATOR raising the AR-180.



						 CUT TO:





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



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

corner in SLOW MOTION.  As he disappears behind the wall

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

EXTRAPOLATION OF HIS MOTION.  There is a target cross-

hair following the figure.



						 CUT TO:





166     INT. DIVISION HQ/OFFICE - BEHIND WALL	     166



The wall erupts with a volley of shots beside the running

cop and he is flung OUT OF FRAME.



						 CUT TO:





167     INT. VUKOVICH'S OFFICE		         167



Shots are echoing in the hallway as Vukovich whips open

the door, startling the hell out of Sarah.



		VUKOVICH

	 Stay here.



He turns the locking knob and slams the door.

Leaving her alone.

She flinches as more SHOTS SOUND.  CLOSER.



						 CUT TO:





167A    INT. CORRIDOR						    167A



Terminator rips the cover off the station's main electrical

panel.  He pulls loose the hose-like 440 volt

incoming line and feeds it directly into the lighting

circuit.



All down the corridor the overhead fluorescent units

explode, showering sparks and glass.



The building is plunged into darkness.



Arcs SPUTTER and FLARE, lighting the corridors strobo-

scopically.



						 CUT TO:





167B    INT. VUKOVICH'S OFFICE		         167B



Sarah's terror skyrockets when the ceiling lamp explodes

and the office goes black.



						 CUT TO:





168     INT. CORRIDOR						    168



Through the smoke and emergency spotlights Terminator moves

forward, inexorably.

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

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

without slowing, killing the cop, then fires down the

corridor with the assault rifle.



						 CUT TO:





169     INT. INTERROGATION ROOM		        169



Traxler leaves the other detective to guard Reese, who is

still handcuffed to the chair.



		TRAXLER

	     (exciting)

	Watch him.



The door closes.



An instant later a chair smashes over the detective's

back, just as he is turning toward his prisoner.

Reese is on him, scrabbling for the keys.



						 CUT TO:





170     INT. CROSS CORRIDOR		            170



Traxler is running down the hall through smoke and the

wild strobing of electrical fires as Vukovich steps

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

they run on.



						 CUT TO:





171     INT. MAIN CORRIDOR			171



Terminator stops before another door.  He BLASTS the lock

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

Moves on.

He is hit twice, chest and leg.

Firelight flickers from an office doorway as he passes.



						 CUT TO:





172     INT. VUKOVICH'S OFFICE		         172



Sarah scrabbles for a place to hide in the darkened room

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

believe she has awakened into the same nightmare.



						 CUT TO:





173     INT. OFFICE NEARBY			173



ANGLE ON DOOR as it splinters open and Terminator stands,

guns raised.  A COP fires from behind a desk.

Terminator sprays the room.

Starts to reload.



						 CUT TO:





174     INT. CORRIDOR



Vukovich edges open a door and fires half a clip into

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

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

Traxler drags Vukovich's body back inside the room.



		TRAXLER

	 Ed!  Ed...?



						 CUT TO:





175     INT. CORRIDOR						    175



TIGHT ON TERMINATOR, moving forward, intent



						 CUT TO:





176     INT. VUKOVICH'S OFFICE		         176



MEDIUM ON SARAH, her teeth are chattering with fear as

SHOTS echo nearby.  There is the RHYTHMIC THUNDER of the

shotgun, rattling AUTOMATIC FIRE, SCREAMING, and the sound

of RUNNING FEET.  Getting closer.



SLOW DOLLY IN ON SARAH begins, ending in TIGHT C.U. as the

sounds get louder.  More SHOTS.

Smoke begins to seep under the door.



DETAIL - DOORKNOB rattling as it is tried from outside.



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

as SHOTS sound.



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



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

silhouetted in the smoky hallway, holding a pistol.



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



		REESE (V.O.)

	 Sarah?



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

to him in the thickening smoke.



						 CUT TO:





177     CONNECTING OFFICES			177



PANAGLIDE FOLLOWING REESE AND SARAH as they cross the

corridor and move through a series of offices, doubling back

toward the main entrance.



						 CUT TO:





178     INT. OFFICE						      178



Sarah and Reese move rapidly through the smoke.

Gunfire sounds nearby.  They pass bodies.



		VUKOVICH (V.O.)
		(weakly)

	Reese!



They find the Lieutenant propped in a corner, dying.

Reese bends toward him.

Vukovich holds out his custom Colt Python .357.



		VUKOVICH
		(continuing)

	You just keep her alive.  Do

	what you have to.



Reese snatches the gun and the keys and runs on.



C.U. - VUKOVICH watching them go.



						 CUT TO:





179     INT./EXT. OFFICES/SIDE ENTRANCE - NIGHT	   179



FAST PANAGLIDE PRECEDING TERMINATOR as he runs through

the smoky rooms.  A fire is burning, lighting everything

a flickering orange.

He emerges onto a landing through a side entrance.  PAN

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

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

away across the parking lot.



TIGHT ON TERMINATOR aiming carefully.  He pulls the trigger.

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

his eye and watches them go.



Terminator limps down the steps from the landing and walks

away as the fire spreads behind the windows of Division

Headquarters.



						 CUT TO:





180     INT. RABBIT - NIGHT		            180



DETAIL - GAS GAUGE, it reads EMPTY.



						 CUT TO:





181     EXT. HIGHWAY - NIGHT		           181



The Rabbit is stopped on the shoulder of a two lane

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

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

handing them to Sarah, who holds a flashlight.

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

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

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

the shoulder, over the embankment.



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

trundles down crashing through the underbrush to dis-

appear among the trees.



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

A helicopter circles in the distance, searchlight on.



		REESE

	Let's get off the road.



						 CUT TO:





182     INT./EXT. DRAINAGE CULVERT - NIGHT	        182



ANGLE LOOKING OUT from the mouth of an enclosed concrete

storm drain that passes under the road.  Reese, followed

by Sarah, trudges down the slope and ducks inside.

The floor is wet but he doesn't seem to mind.

They both hunker down with their backs to the concrete,

facing each other.

They look beaten, grimy, exhausted.

She huddles under the blanket, waif-like.



		REESE

	 You cold?



		SARAH

	 Freezing.



		REESE

	 Come here.



She sits beside him and they wrap their arms around each

other with the blanket covering both of them.



		SARAH

	 Reese...you got a first name?



		REESE

	 Kyle.



		SARAH

	 Kyle, what's it like when you

	 go through time?



		REESE

	 White light.  Pain.  Like

	 being ripped inside out...

	 slowly.  Like being born,

	 maybe.



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



		SARAH

	 You're wet.  Oh my god.



In the beam of the flashlight her hand is glistening

with blood.



		REESE

	 I caught one, back there.



		SARAH
		(incredulous)

	 Caught one?  You mean you

	 got shot?



Reese shrugs.



		REESE

	 It's not bad.



Sarah sits up and turns toward him.



		SARAH

	 We gotta get you to a doctor.



		REESE

	 It's okay.  Forget it.



		SARAH

	 Forget it?  Are you crazy?

	 Let me see it.



Sarah opens his jacket and the flashlight beam shows his

shirt bloodsoaked at the shoulder.



		SARAH
		(continuing)

	 Jeez.  You idiot.  Take

	 this off.



She cradles the flashlight between her knees and opens

the first aid kit as he removes his jacket.



		REESE
		(looking at the
		wound)

	 See.  Missed everything.

	 Passed through the meat.



Sarah starts swabbing the flesh wound.



		SARAH

	 This is gonna make me puke.

	 Talk about something.



		REESE

	 What?



		SARAH

	 Just talk.  Tell me about

	 my son.  Is he tall?



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



		REESE

	 About my height.  He

	 has your--
		(winces)

	 ...damn...he has your

	 eyes.



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

to work.



		SARAH

	 What's he like?



		REESE
		(thoughtful)

	 You trust him.  He's got that

	 strength.  You'd die in a

	 second for John.



		SARAH

	 Well, at least I know what

	 to name him.  I don't suppose

	 you'd know who the father is?

	 So I don't tell him to get

	 lost when I meet him.



		REESE

	 John never said much about

	 him.  He dies.  Even before

	 the war...



		SARAH
		(interrupting)

	 Stop!  I don't want to know.

	 Hold still.  So...it was John

	 that ordered you here?



		REESE

	 I volunteered.



		SARAH

	 You volunteered?



		REESE

	 It was an honor.  A chance

	 to meet the legend.  Sarah

	 Connor.  Who taught her son

	 to fight...organize, prepare.

	 From when he was a kid.  When

	 you were in hiding, before

	 the war.



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



		SARAH

	 You talk about things I haven't

	 done yet in the past tense.  It's

	 making me crazy.  I can't think.
		(pause)

	 Are you sure you've got the

	 right person?



Reese appraises her coldly.



		REESE

	 I'm sure.



		SARAH

	 Come on, me? The mother

	 of the future?  Am I tough?

	 Organized?  I can't even balance

	 my checkbook.  I cry when I see

	 a cat that's been run over...

	 and I don't even like cats.



She pulls the bandage tight with a knot.



		REESE

	 Ow!  No, it's okay.  It's

	 better tight.



		SARAH

	 And anyway, what do I know

	 about guerrilla warfare?



		REESE

	 You'll learn.



		SARAH
		(angry)

	 Look, Reese, I didn't ask for

	 this honor and I don't want it.

	 Any of it.



		REESE

	 John gave me a message for

	 you.  Made me memorize it.

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

	 'Sarah, thank you.  For your

	 courage through the dark years.

	 I can't help you with what you

	 must soon face, except to tell

	 you that the future is not set...

	 there is no such thing as Fate,

	 but what we make for ourselves

	 by our own will.  You must be

	 stronger than you imagine you

	 can be.  You must survive, or I

	 will never exist.'  That's all.



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

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



		REESE
		(continuing)

	 Good field-dressing.



		SARAH
		(brightening)

	 You like it?  It's my first.



He rebuttons his shirt and they return to the warmth-

conserving embrace.  Sarah gazes out the entrance, into

the night.



		REESE

	 Sleep.  It'll be light soon.



		SARAH
		(closing her
		eyes)

	 Okay.  Talk some more.



		REESE

	 About what?



		SARAH
		(murmuring)

	 About where you're from.



Kyle watches the helicopter circling far in the distance.



		REESE

	 Alright.
		(pause)

	 You stay down by day, but at

	 night you can move around.

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

	 still have to watch out.

	 But they're not too bright.

	 John taught us ways to dust them

	 them.  That's when the infiltra-

	 tors started to appear.  The

	 Terminators were the newest,

	 the worst...



During his monologue we have PANNED into the darkness outside

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

black.  A ROTOR ROAR fades up.



						 CUT IN BLACK TO:





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



Black sky.  Stars.

With a roar an AERIAL PATROL CRAFT enters close overhead.

It has flashing red and blue lights and powerful search-

lights which stab down.



TILT DOWN



to a vista of moonlit devastation.

White ash blows in drifts among fire-gutted ruins.

Blackened bones lie everywhere in heaps.

Searchlights sweep the night.

Another aerial unit hovers several blocks away, firing

tracers into the ruins.



						 CUT TO:





184/FX  EXT. RUINS/STREET - NIGHT		      184/FX



LOW ANGLE



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

shattered street on its tank-like tracks, crushing burnt

skulls.

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

buildings.

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

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

from shadow to shadow, B.G.



						 CUT TO:





185     INT. TUNNELS - NIGHT		           185



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

equipment and energy rifles, who enter a debris-littered

tunnel.



PANAGLIDE WITH THEM as they trot through a labyrinth of

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

SHEPHERD on a short leash.



						 CUT TO:





186     INT. PARKING STRUCTURE - NIGHT		 186



The platoon enters a cavernous chamber, an old parking

structure, in which a large group is gathering.

As the entrance, ARMED SENTRIES with dogs are passing in

new arrivals: men wearing mismatched uniforms or rags and

carrying all types of weapons from lasers to shotguns.

Weapons are left at the sentry post.



FOLLOWING REESE as he patrols the perimeter.

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

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

There are conventional military vehicles as well.

He passes several family groups.

Gaunt kids are huddles around an old TV SET.

Its glow bathes them.



REVERSE ANGLE reveals that the set has been gutted and a

small cookfire crackles inside the shell.

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

with a stick.



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

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

a worn photograph.



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

sudden sound of BARKING.



ANGLE ON SENTRY POST as the dogs go crazy.



		SENTRY
		(shouting)

	 Terminator!



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

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

forward.  ENERGY BOLTS rip into the crowd.



MOVING WITH REESE, running toward the Terminator.



RAPID CUTS:



POWERBOLTS EXPLODE among the fleeing people.

Beams sear the darkness.

A running CHILD is BURST by a plasma hit.



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

starts firing.  A powerbolt grazes his cheek, EXPLODING

a support column behind him.  Part of the ROOF COLLAPSES

as Reese tumbles.



Everything is lit as if by lightning.



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

Impressions implode on him: running feet, flashes, energy

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

ing, a burning dog howling.



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

forgotten.  It catches fire and starts to curl.  Before

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



Reese looks up.

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

glare.  THE TERMINATOR.  Its  eyes glow red.



A brilliant EXPLOSION WHITES OUT THE SCREEN.



						 CUT TO:





187     INT. CULVERT - DAWN		            187



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

and groans.

In the distance a dog is barking.



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

face.  An uncharacteristically tender gesture.  He gently

caresses her cheek with the backs of his fingers.  When

she awakens suddenly he snaps his hand away.



Sarah looks around, momentarily disoriented.  Looks up at

Reese.



		SARAH

	 I was dreaming about dogs.



Reese extricates himself from her and steps out of the

culvert.



		REESE

	 We used them to spot Terminators.



Sarah groans as she straightens her legs.



		SARAH

	 Your world...it's pretty

	 terrifying.



						 CUT TO:





189     EXT. HIGHWAY - DAWN		            189



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

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

both of hers.



		SARAH

	 Put that away.  I'll get one.



She hold out her thumb to passing traffic.

Reese watches this incomprehensible ceremony skeptically.



		SARAH
		(continuing)

	 This works...really.



						 CUT TO:





189A    EXT. HIGHWAY/PICKUP - DAY		      189A



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

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

back, long-haired and well-tanned.

Reese glowers and watches the scenery through slitted eyes.



		DRIVER

	 ...and when it breaks right

	 off the point they get some

	 pretty rad tubes up there.

	 Not awesome, but I mean, worth

	 the drive, if you're hardcore

	 like me.



		REESE
		(to Sarah)

	 Rad tubes?



		SARAH
		(to Reese)

	 He's a surfer.



		DRIVER

	 You from back East of

	 something?



		SARAH

	 No, he's from the future.



		DRIVER

	 Whoah.  I hear that.
		(pause)

	 Listen, I had a rough

	 night.  I gotta stop and

	 bag some Z's.



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



						 CUT TO:





190     EXT. SERVICE STATION - DAY		     190



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

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

like building with restrooms and a flanking PICNIC AREA,

beyond which are WOODS.

People sit under the trees, enjoying the beautiful day

while children tear around after the forced inactivity of

a long trip.



The three of them get out on unsteady legs.



		DRIVER

	 You can still ride if

	 you wanna hang out for a

	 couple hours.



		SARAH

	 Thanks.



		REESE

	 Bag some Z's?



		SARAH

	 Let's get cleaned up, Kyle.



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

inside.



		REESE
		(pushing him out)

	 Yours is over there.



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

Kyle wanders toward the drinking fountain.  A bunch of

kids are running around and throwing water at each other

with paper cups.



Reese shambles through them like a zombie.

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

fear.  He watches people at picnic tables laughing and

listening to portable music.  Kids squeal.  Dogs bark.



		LITTLE GIRL (V.O.)

	 Can you get my balloon?



DOWN ANGLE on an achingly beautiful LITTLE GIRL of about

four.  She points above his head.



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

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

the string and holds it, turning it over dully.



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



		REESE

	 Aren't you afraid to be out in

	 the open like this?



		LITTLE GIRL

	 Huh?



Reese whirls reflexively at a SCREAM behind him.  The

mylar balloon bursts in his tense hands.  A teenage girl

is being doused with water by the boys with plastic jugs.



The little girl looks at the broken balloon, then glares

at Reese.  She punches him soundly on the shoulder and

storms off.



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

licks her face while she shrieks with laughter.

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

go about it.



						 CUT TO:





191     EXT. SERVICE STATION/PAY PHONE - DAY	      191



Sarah is talking on an open pay phone.



		SARAH

	 ...I know, Mom.  This is the

	 soonest I could...I know.

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

	 No, I'm okay.
		(pause)

	 I was on TV?  Really?
		(pause)

	 Oh no, I hate that picture...

	 why didn't you give them my

	 graduation picture?
		(pause)

	 I'm okay, really.  Listen, I

	 want you to pack some stuff

	 and go up to the cabin for a

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

	 don't ask any questions.

	 Just do it.  I gotta get

	 going...gotta go.  Bye, bye.



Sarah has been idly leafing through the DIRECTORY.  On

a whim she looks up something.

She freezes for a moment when she finds the listing.

Then with a triumphant expression she rips the page out

of the book.

						 CUT TO:





192     EXT. SERVICE STATION/PICNIC TABLE - DAY	   192



Sarah is sitting at a table under a tree, lettering

something with a lipstick on a cardboard box-flap.



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

It reads:

SILICON VALLEY



FULL ON SARAH as she retracts the lipstick and leans

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



		SARAH

	 Thanks a lot.



		REESE (V.O.)

	 What's that?



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



		SARAH

	 That's where we're going.



		REESE

	 Why?



Sarah point to the directory page lying on the table.



MACRO - PAGE



Sarah's finger points to a listing which reads:



CYBER DYNAMICS CORPORATION

18144 El Camino Real, S'Vale



ANGLE ON SARAH AND REESE



She looks smug.



		SARAH

	 Look.  I found it.  Isn't

	 that it?  Cyber Dynamics

	 Corporation?



		REESE

	 What about it?



		SARAH

	 Didn't you say that they're

	 going to develop this

	 revolutionary new thing...



		REESE

	 Molecular-memory.



		SARAH

	 Whatever...they become the

	 hotshot computer guys so they

	 get the job to build El Computer

	 Grande...Skynet...for the

	 government.  Right?



		REESE
		(uneasy)

	 That's the way it was told

	 to me.



Sarah's fear has been replaced by excitement.



		SARAH

	 Well, we're gonna uninvent the

	 bastard.  Eighty-six it.  We'll

	 blow up the place...burn it

	 down.  Something.



		REESE
		(very cold)

	 Tactically dangerous.  We

	 lay low.



		SARAH

	 Reese.  Think it through.

	 We can prevent the war.

	 Nobody else is gonna do it.

	 If we go to anybody official

	 we wind up back in jail and

	 then that walking cuisinart

	 has got us again.  We have to

	 so it ourselves.



		REESE

	 That's not my mission.



		SARAH
		(upset, mocking
		his manner)

	 Listen.  Understand.  I'm

	 not a military objective,

	 Reese.  I'm a person...

	 You don't own me.



Reese takes her arm and pulls her to her feet.



		REESE

	 Let's go.  Time to move out.



		SARAH

	 Fuck you!  Let go of me!



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

she outdistances him, running.



		REESE
		(warning tone)

	 Sarah!



She dashes down a footpath among the trees, clutching her

sign.  Reese follows her into the woods.



						 CUT TO:





193     EXT. WOODS/CLEARING - DAY		      193



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

completely.



PANNING WITH SARAH



as she runs down the path.

Reese tackles her from behind and they fall together in

the long spring grass.

She struggles violently to get away.



		SARAH

	 Let...go...bastard...



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

Reese reacts instinctively, leaping back in a defensive

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

hand.



		SARAH
		(continuing,
		scared, but
		angry)

	 Oh, that's real smart.

	 Go on, shoot me. That's

	 brilliant.



Reese is trembling as he lowers the gun.

Sarah too is shaking with emotion.  Tears roll down her

cheeks and her voice cracks.



		SARAH
		(continuing)

	 Jesus Christ, Reese.  Can't

	 you see I'm scared?



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

He turns away.



		SARAH
		(continuing)

	 I can't spend my life waiting

	 for that thing to catch up

	 with me...always looking over

	 my shoulder, wondering if I

	 left some tiny clue behind...



Reese doesn't respond.

The gun slips from his fingers.

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

The moment stretches.

There is only the sunlight moving in shafts through the

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



		SARAH

	 Reese?



She crawls over to him.



C.U. - REESE



in profile, with Sarah in B.G.

His eyes are closed.

A tear meanders down his cheek.



		SARAH
		(continuing,
		quietly)

	 Kyle?



		REESE
		(a whisper)

	 I'm wrong here.  I wasn't

	 meant to see this...



He gestures at their surroundings.



		REESE
		(continuing)

	 It's...like some dream.

	 This...this...



He touches the grass, the trunk of a tree.



		REESE
		(continuing)

	 ...and you...all so...beauti-

	 ful.  It hurts, Sarah.  More

	 than death.



He looks are her beseechingly.



		REESE
		(continuing)

	 Don't you understand...it's

	 all gone!



Sarah puts her arm around him.

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



		SARAH

	 We can change it, Kyle.  We

	 have to try.



She takes his shoulder in her hands.



		SARAH
		(continuing)

	 There's no fate but what we

	 make for ourselves. Right?

	 Come on.  Let's go, kiddo.

	 Whaddya say?



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

second, then get up.



						 CUT TO:





194     INT. TERMINATOR'S HOTEL ROOM - DAY	        194



Terminator sits in his room with the blinds drawn tight.

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



MEDIUM ON TERMINATOR



sitting on the edge of the bed.

His appearance isn't improving.



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

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

of the DRIVE CABLES which move the lips.

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

two seconds.



C.U. - TERMINATOR



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

GANGRENOUS in places.  He ignores the FEW FLIES crawling

on his face.



						 CUT TO:





194A/FX POV - TERMINATOR						 194A/FX



Showing Sarah's book.

In microseconds the handwritten entries are translated

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

screen.  This updates instantly as the page is turned.



						 CUT TO:





195     INT. HOTEL CORRIDOR - DAY		      195



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

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



		MAN

	 Hey, buddy, you got a

	 dead cat in there of what?



						 CUT TO:





196     INT. TERMINATOR'S HOTEL ROOM - DAY	        196



TIGHT ON TERMINATOR



as he looks up.



						 CUT TO:





197/FX  POV - TERMINATOR						 197/FX



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

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

cluded with a list of potential appropriate responses:



YES/NO

OR WHAT

GO AWAY

PLEASE COME BACK LATER

FUCK YOU

FUCK YOU, ASSHOLE



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



						 CUT TO:





198     RESUME ANGLE



		TERMINATOR

	 Fuck you, asshole.



He returns to his scan.



						 CUT TO:





199     INT. CORRIDOR - DAY			199



The man shrugs and walks down the hall.



						 CUT TO:





200     EXT. MOTEL - DAY



The two fugitives walk toward an economy motel of the

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

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

heading back to the Interstate.  The driver answers her wave

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

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

The dog wags its tail and licks his hand.



Reese opens the door and they go in.



						 CUT TO:





201     INT. MOTEL OFFICE - DAY		        201



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

it to Sarah.



		REESE

	 Is this enough?



		SARAH

	 Yes.  And I don't want to

	 know where you got it.



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

shop lizard.



		SARAH
		(to clerk)

	 We need a room...with a

	 kitchen.



						 CUT TO:





202     INT. MOTEL ROOM - DUSK



Kyle and Sarah enter the spartan room.



		SARAH

	 I'm dying for a shower.  You

	 could use one too.  And we'd

	 better check that bandage.



		REESE

	 Later.  I'm going out for

	 materiel.  Keep this.



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



She takes it without thinking as he leaves then realizes

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

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

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

is pointing the other way.



Sarah moves the curtain slightly and looks outside.



						 CUT TO:





203     EXT. MOTEL - DUSK						203



Reese walks away toward a commercial area visible down the

road.



						 CUT TO:





204     INT. MOTEL ROOM - NIGHT		        204



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

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



		SARAH

	 ...No, Mom, I can't tell you

	 where I am.  I was told not

	 to say.



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

	 But honey, I need to know where

	 I can reach you or I'll be

	 worried sick.  It turns out I

	 can't stay up here...the

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

	 know just where I'll be.



Sarah hesitates, then:



		SARAH

	 Okay, here's the number.  Are

	 you ready?



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

	 Go ahead.



						 CUT TO:





205     INT. MOUNTAIN CABIN - NIGHT		    205



SLOW PAN around the room as the conversation between Sarah

and her Mom continues, completely VOICE OVER.



		SARAH (V.O.)
		(filtered)

	 It's 408-972-1439.  Room 14.



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

	 I got it.



The PAN continues, revealing an overturned chair.



		SARAH (V.O.)
		(filtered)

	 Okay, I've gotta go.  I'm

	 sorry I can't tell you very

	 much now, Mom.  I love you.



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

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

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

simulation of her mother's voice...



		TERMINATOR (MOTHER'S VOICE)

	 I love you too, sweetheart.



						 CUT TO:





206     INT. MOTEL ROOM - NIGHT		        206



Sarah hangs up the phone, vaguely disturbed.



						 CUT TO:





207     INT. MOUNTAIN CABIN - NIGHT		    207



Terminator rapidly dials the number Sarah gave.



		TERMINATOR (HIS VOICE)

	 Hello.
		(pause)

	 Tell me your address there.



						 CUT TO:





208     INT. MOTEL ROOM - NIGHT		        208



TIGHT ON SEVERAL GROCERY BAGS



covering the counter beside the hot-plate in the tiny

apartment.



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



FULL SHOT



Sarah looks through Reese's haul.



		SARAH

	 Let's see.  Corn syrup.

	 Ammonia.  Moth balls...

	 Mmm.  What's for dinner?



		REESE
		(preoccupied)

	 Plastique.



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

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

substances, chemicals.



		SARAH

	 What's that?



		REESE

	 Nitroglycerin, basically.

	 Bit more stable.  I learned

	 howto make it when I was a

	 kid.



Sarah looks a bit stricken as she contemplates the evening

ahead.



						 CUT TO:





209     EXT. HIGHWAY/CHEVY CAMARO - NIGHT	         209



The dashlight illuminated Terminator from beneath as he drives

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

glows a faint red in the darkness.



						 CUT TO:





210     INT. MOTEL ROOM - NIGHT		        210



A heartwarming domestic scene.

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

worktable.  Pans, packages and bottles clutter the kitchen,

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

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

Sarah how to tamp the HIGH-EXPLOSIVE PUTTY into the pipe

bombs and seal them shut.



		REESE

	 Make sure there's none on the

	 threads, like this.  Now screw

	 the end-cap on...very gently.



		SARAH

	 You must have had a fun child-

	 hood.



		REESE

	 That's good.  Now, seven more

	 like that while I make fuses.



		SARAH

	 I was thinking, there's so

	 much I've got to show you

	 when we get through this.

	 It's mind boggling, the pos-

	 sibilities...Disneyland, the

	 beach, movies...matinees with

	 popcorn and foot-long hot dogs...



		REESE

	 Hot dogs?



		SARAH

	 I want to buy you a hot dog so

	 bad,Kyle...all the things you've

	 never seen and done.  You're here,

	 but wherever you go, and whatever

	 you touch, you bring the war with

	 you.



		REESE

	 My whole life has been combat.



		SARAH

	 I want it to be over for you.



		REESE

	 Not possible.



		SARAH

	 I want it to be over for me too.

	 I feel like I slipped over some

	 invisible line, that I'm in your

	 world now.  Everything's the same,

	 but I see it differently.

	 It's like, there's you and me,

	 and him...but nobody else can

	 understand or help or even touch

	 us.



Reese looks up and finally catches her gaze.  He reaches

out for her hand and it seems he may be taking it to

comfort her.

But he turns her wrist to read her watch.



		REESE

	 We'll head out at 0200.

	 That gives you four hours

	 to sleep if you want.  I'll

	 finish.



						 CUT TO:





211     INT. MOTEL ROOM - NIGHT		        211



ANGLE ON TABLE - The bombs are neatly ranked, finished.

A nylon satchel lies nearby.  The mess is cleaned up.



WIDE SHOT reveals Reese sitting in silent vigil at the

window.  The room is dark, lit only by a streetlight

outside.

Sarah is asleep on the bed.



Reese sits cross-legged, shirtless, his body held rigid.

The image of discipline.  The .357 is held loosely in one

hand on his lap.  There is a fresh bandage on his shoulder.



Sarah wakes up and goes to him in the darkness.  He looks

at her for a moment as she sits beside him, then back outside.



		SARAH

	 He'll find us, won't he?



		REESE

	 Probably.  Sarah, if I get

	 zeroed...



		SARAH

	 Don't say that.



		REESE

	 If I do, you have to get away,

	 disappear without a trace.

	 Different country, different

	 name, everything.  In case they

	 send another one.



		SARAH

	 It'll never be over, will it?

	 Look at me, I'm shaking.

	 Some legend, huh?  You must

	 be pretty disappointed.



		REESE

	 No.  I'm not.



Several beats before Sarah speaks again.  Her eyes seem

luminous in the dark.



		SARAH
		(softly)

	 Kyle, the women in your

	 time...what were they like?



		REESE

	 Good fighters.



		SARAH

	 That's not what I meant.

	 Was there someone special?



		REESE

	 Someone?



		SARAH

	 A girl.  You know.



		REESE
		(mechanically)

	 No.
		(pause)

	 Never.



He looks away, outside the window



		SARAH
		(softly)

	 I'm sorry.



Sarah studies him for a moment.

She's sitting slightly behind him and she puts her hands

on his shoulders and back, tracing the lines of his scars

with her fingertips.



		SARAH

	 So much pain.



		REESE

	 Pain can be controlled.

	 You disconnect it.



		SARAH

	 And so you feel nothing.



		REESE

	 It's better that way.



		SARAH
		(with great
		sympathy)

	 Oh, Kyle.



Reese takes a long, slow breath before he answers, and when

he does his voice has a new quality, an unfamiliar tenderness.



		REESE

	 John Connor gave me a picture

	 of you once.  I never knew

	 why.  It was very old. Torn.

	 Faded.  You were young, like

	 you are now.  You weren't

	 smiling...just a little sad...

	 I always wondered what you

	 were thinking at that second.



He closes his eyes, reaches toward her.  His fingertips

trace the contour of her nose, chin, cheeks.



		REESE
		(continuing)

	 I memorized every line, every

	 curve...



He opens his eyes, looking right at hers.



		REESE
		(continuing)

	 Sarah, I came across time

	 for you.  I love you.

	 I always have.



Sarah is quietly overwhelmed.

Reese looks away.



		REESE
		(continuing)

	 I'm sorry.  I shouldn't

	 have said...



		SARAH

	 Kyle...



She leans forward and kisses him.

His face is frozen.  A mask.

She continues, tenderly.

He begins to respond.

The dam breaks and he holds her in a tight, trembling

embrace, clinging to her like life itself.



Kyle picks her up and carries her to the bed.

She kisses his neck and chest, tracing his scars with

her lips.



He unbuttons her blouse very slowly.

Sarah guides his powerful hands over her.



A SEQUENCE OF CUTS.  DETAILS.  IMPRESSIONS.



Sarah, a very close angle, as she grimaces in divine agony.

Reese, his face rapt.

His hand, clutching the pillow as if to kill it.

It is explosive, torrential.  A confluence of fate and will.



						 CUT TO:





212     INT. MOTEL ROOM/LATER - NIGHT		  212



TIGHT ON SARAH AND REESE in each other's arms.  Lying

across his chest, she surveys his face as his eyes close

drowsily.



		SARAH

	 I bet you're ticklish.



		REESE
		(uncompre-
		hending)

	 Ticklish?



Sarah's hand moves OUT OF FRAME.  After a moment Reese

looks down, puzzled.



		REESE

	 What are you doing?



		SARAH
		(continuing
		doggedly)

	 You'll beg for mercy in

	 a second.



Reese seems unperturbed.  Finally he begins to squirm.



		REESE

	 I don't think I like this.



		SARAH

	 You're not supposed to.



Now Reese is becoming desperate.  A grimace spreads across

his face.  It becomes a grin.  Then he's laughing, trying

to escape but she won't let him, and they collapse, laughing

together.

Sarah gazes at his grin, a glimpse of the Reese that might

have been, in another life.



A moment later the grin vanishes at the sound of dogs barking

outside.

Reese is off the bed in an instant, crouched tense, eyes

alert.  Feral as ever.



		REESE
		(whispering)

	 Listen to the dogs.



						 CUT TO:





213     EXT. MOTEL OFFICE - NIGHT		      213



The German Shepherd, barking furiously, LUNGES TOWARD

CAMERA repeatedly, at the end of a chain.



A dark figure moves by in the F.G., out of the dog's reach.



						 CUT TO:





214/FX  INT./EXT. MOTEL/TERMINATOR'S POV - NIGHT	  214/FX



The digitized view is image-intensified, bright and stark

as a lunar landscape.  PAN OFF the lunging dog to the row

of rooms facing the parking lot.



HANDHELD as we approach the doors.

It is WIDE ANGLE and the barrel of the AR-180 is visible at

the bottom of FRAME.

The nearest vehicle parked in front is a LARGE PICKUP TRUCK

WITH TWO DIRT BIKES lashed in the bed, seen prominently as

we pass.



The POV approaches a door.  Number 14.



The door is KICKED OPEN.

Moving inside.

The assault rifle sprays the room, exploding the indistinct

forms on the bed.  Staccato glare.  Approaching the bed.

Nothing there put the shredded remain of sheets and pillows.



The POV shifts to the BACK DOOR, which is ajar, and moves

toward it.  Through the door.  Revealing an EMPTY YARD.



						 CUT TO:





215     INT. PICKUP TRUCK/PARKING LOT - NIGHT	     215



Reese is under the dash, playing with the wires.

Sarah lies on the seat, clutching the nylon satchel, which

bulges with the explosive charges.  She has dressed hastily

and is barefoot.



		REESE

	 Light it now.



Sarah has been holding a BIC LIGHTER near the tip of a fuse.

She thumbs the flame on.  The fuse catches as Reese twists

the wires and the engine starts to turn over.



						 CUT TO:





216     INT./EXT. MOTEL ROOM - NIGHT		   216



Terminator spins at the sound of the truck engine catching.



FAST PANAGLIDE WITH HIM as he runs the

length of the suite, stops outside the front door.

Whips the AR to his shoulder.



The truck is BACKING WILDLY across the lot B.G.

Terminator turns, looking into CAMERA as a SIZZLING SOUND

becomes audible.



DETAIL - PIPE CHARGE, lying just inside the door, in the

shadows.  The fuse is burning.



WIDE SHOT - On doorway, from the parking lot, as Terminator

takes two leaping strides forward and the CHARGE EXPLODES.

The front of the building is BLOWN TO KINDLING.

Terminator is flung forward by the blast.



						 CUT TO:





217     EXT. STREET/PICKUP TRUCK - NIGHT	          217



PANNING RAPIDLY as the truck shoots out of the parking lot

and tears down the street.



						 CUT TO:





218     EXT. MOTEL - NIGHT			218



Terminator lies face down, motionless, F.G., as the debris

from the blast settles.  A YOUNG GUY ON A HONDA 750 crosses

the parking lot and stops near him, running forward.

Terminator starts to get up, moving slowly.



		RIDER
		(crouching be-
		side him)

	 Don't try to move, buddy.



MOVING WITH TERMINATOR as he shoves the cyclist aside and

approaches the BIKE, which is STILL RUNNING.



						 CUT TO:





219/FX  PARKING LOT/TERMINATOR'S POV - NIGHT	      219/FX



Digitized POV, approaching the cycle.  The image reduces

to GRAPHIC OUTLINES, with separate systems COLOR-CODED.

It breaks down suddenly into individual SIDE, TOP and PLAN

VIEWS.  All in less than four seconds.



						 CUT TO:





220     INT./EXT. FREEWAY/PICKUP TRUCK - NIGHT	    220



Reese slides the truck into an ON-RAMP and guns in onto the

freeway, burying the throttle.  Traffic is light...a few

18-wheelers.  The truck tops out at 110 and he holds it.

They flicker rapidly through pools of light and shadow.



ANGLE OVER REESE'S SHOULDER as they hurtle forward.  An

interchange flashes by in an instant.



PACING WITH THE TRUCK, looking back as a single headlight

arcs radically across all lanes behind them and grows

BRIGHTER, CLOSING.



						 CUT TO:





221     EXT. FREEWAY - NIGHT		           221



LOW WIDE ANGLE preceding Terminator on the bike.  He is

tucked, getting as much speed as possible out of the 750.

As he GAINS ON THE CAMERA, FILLING FRAME, he unslings the

assault rifle.  Raises it against the windstream in a one-

handed pistol grip.



						 CUT TO:





222     INT. PICKUP TRUCK - NIGHT		      222



Reese motions Sarah to keep her head down.  He pulls the

Colt Python from his coat pocket.  Steering with his elbows,

he checks the load.  Snaps the cylinder shut.  Glances in

the rear mirror.  Turns the wheel.



						 CUT TO:





223     EXT. FREEWAY - NIGHT		           223



WIDE ANGLE, following close to Terminator, as he closes on

the pickup, B.G.  The truck swerves suddenly, diving around

a TRACTOR-TRAILER.  Terminator leans hard to follow.



LOW WIDE ANGLE preceding the pickup and Terminator as they

swerve as high speed.  Reese uses the slow semis as static

obstacles.  He misses them by inches, TIRES SQUEALING.



ANGLE OVER SARAH'S SHOULDER, through the front window as

the back of a SEMI-TRAILER hurtles toward them, straight ahead.



HIGH ANGLE, following both vehicles as Reese feints RIGHT

and then skids LEFT.  He slides toward the trailer in a

FOUR-WHEEL DRIFT as Terminator commits to the right.



M.C.U. - TERMINATOR, over the barrel of the AR, as he FIRES.



SIDE ANGLE - PASSING TRUCK-TRAILER, bullets strafe across

it as the pickup vanishes behind.  Terminator skids the

bike, barely missing an abutment, and is forced onto an

OFF-RAMP.



LOW SIDE ANGLE preceding Terminator as he roars down the

off-ramp without slowing.  Runs the red light at the bottom

as a hundred miles an hour.  Climbs the ON-RAMP.



						 CUT TO:





224     INT. PICKUP TRUCK - NIGHT		      224



Sarah is buffeted as Reese fights to control the skidding

truck.  The angle is past Reese, F.G., on Sarah.

Terminator appears B.G., converging rapidly as the on-ramp

joins the freeway.



		REESE

	 Switch places with me.



She slides over him while he keeps the hammer down.



						 CUT TO:





225     EXT. FREEWAY - NIGHT		           225



Reese is out the window to the waist, aiming double-

handed.  He FIRES.  ONCE.  TWICE.  AGAIN.



They enter an interchange.  Ahead lies a LONG, SWEEPING

CURVE, two lanes wide and elevated.



Terminator rocks back from a round between the eyes that

bares metal, the FIRES.



Bullets rake the pickup.

The windows are blown out.

The side mirror explodes.

Reese is hit.  Drops the .357.

Sarah screams and weaves, barely in control.



						 CUT TO:





226     INT. PICKUP TRUCK - NIGHT		      226



Sarah reaches across and pulls Reese's limp body back

inside.  He slumps on the seat, moaning.  Stunned.



		SARAH

	 Kyle...oh God...



He has a bullet in the chest.  Another has broken his arm.

Sarah feels all hope recede.



						 CUT TO:





227     EXT. FREEWAY - NIGHT		           227



Terminator crosses behind the truck, coming up on Sarah's side.

He FIRES.

Sarah shrieks as the doorpost next to her head CLANGS WITH

HITS.



The short burst EMPTIES THE GUN.

It CLATTERS TO THE PAVEMENT a moment later, discarded.

Terminator draws the .38.  Takes aim.



Sarah SCREAMS.  HITS THE BREAKS HARD.  CRANKS THE WHEEL.

GLASS behind her EXPLODES with gunfire.



SWERVING VICIOUSLY the truck SLAMS THE BIKE, sending it

FLYING INTO A GUARDRAIL.  Terminator goes over the handle

bars at a hundred miles per hour.



						 CUT TO:





228     INT. PICKUP TRUCK - NIGHT		      228



Sarah fights the wheel, losing control of the slewing pickup.



						 CUT TO:





229     EXT. FREEWAY OVERPASS - NIGHT		  229



Terminator hits the pavement, tumbling, rolling, sliding

with a CHATTERING SCREECH and spraying sheets of SPARKS

as flesh strips away and steel screams on concrete.

The pickup SWAPS ENDS violently, smashing into the guardrail.



Terminator hits the guardrail, bounces up, tumbles along the

top and then pitches OUT INTO SPACE.



						 CUT TO:





230     EXT. INTERSECTING FREEWAY - NIGHT	         230



Terminator smashes to the pavement in the middle lane and

lies there, face-down.  Still.



						 CUT TO:





231     INT./EXT. PICKUP/OVERPASS - NIGHT	         231



Sarah is slammed hard as the truck grinds to a stop against

the guardrail.  She checks Kyle.  He is barely conscious.

Sarah heaves open the door.  Runs to the guardrail. Looks down.



						 CUT TO:





232     EXT. LOWER FREEWAY - NIGHT		     232



After a long moment Terminator slowly rolls over and sits up.



LOW ANGLE as he rises into FRAME, a mass of blood.  Clothing

and skin in tatters.



HEADLIGHTS FLARE behind him and an AIRHORN BLARES.



FULL SHOT as a DOUBLE-TRAILER KENWORTH GASOLINE TANKER smashes

him down and under with a METALLIC CRASH.



ANGLE UNDER TANKER as Terminator rolls, clattering, and the

mass blurs above him.  He RICOCHETS between the pavement and

the speeding undercarriage until a stray bounce flings him

up into the rear suspension.



						 CUT TO:





233     EXT. FREEWAY OVERPASS - NIGHT		  233



UP ANGLE ON SARAH



at the railing, looking down.  She raises one fist into

the air triumphantly.



		SARAH

	Alriiight!



						 CUT TO:





234     INT. TANKER CAB - NIGHT		        234



The stunned DRIVER hits the brakes.  His PARTNER grabs

his arm.



		PARTNER

	Don't stop.



They lock eyes for a moment.

		DRIVER.

	I have to, man.



						 CUT TO:





235     EXT. FREEWAY/TANKER		            235



ANGLE UNDER THE REAR TRAILER



Terminator clings with inhuman strength to the rear suspen-

sion.  The pavement blurs by beneath him.  The air brakes

howl.



						 CUT TO:





236     EXT. FREEWAY OVERPASS - NIGHT		  236



Sarah watches the truck roll on without leaving a body

in its wake.

She feels a premonitory dread.



						 CUT TO:





237     EXT. FREEWAY/TANKER - NIGHT		    237



Beneath the braking  semi, Terminator CRAWLS UPSIDE DOWN,

hand over hand like a HUMAN FLY, toward CAMERA.  The

left eye GLOWS LIKE A COAL in the dark.  As the pavement

stops beneath him he drops off and rolls out from under

the truck.



						 CUT TO:





238     INT. TANKER CAB - NIGHT		        238



The driver looks around in astonishment as his door is

ripped open.

Terminator appears.  A grisly apparition.

FLINGS THE DRIVER OUT and takes his place behind the wheel.

Ignoring the terrified partner, he examines the controls.



						 CUT TO:





238/FX  POV - TERMINATOR						 238/FX



In digitized cyborg-vision we see an ABSTRACT OF THE

INSTRUMENTS.  The shift lever is extended graphically

down into a three-dimensional SCHEMATIC OF THE TRANS-

MISSION.  Analytical DATA PRINTS OUT RAPID-FIRE.



						 CUT TO:





239     EXT. FREEWAY OVERPASS - NIGHT		  239



From the railing Sarah sees the tanker below as



a body falls beside it, rolling.

The truck swings in a slow arc.

TEARS THROUGH THE DIVIDING FENCE.

Heads back toward her on the wrong side of the freeway.



She stares in numb horror.

The nightmare refuses to end.

She runs to the crippled pickup and sees a front tire flat,

shredded by a crumpled fender.



She searches the cab frantically for the KEYS TO THE

MOTORCYCLES.  Finds them above the sun visor.



Sarah leaps into the bed of the pickup and attacks the

motorcycle strap-downs frantically.

Panting with terror she rolls the bike off the truck.

It crashes on its side and she falls on it painfully.



Straining until she CRIES OUT INVOLUNTARILY, she lifts

it upright.

KICKS the engine over.



LOW ANGLE



as the tanker crashes back through the divider and starts

UP THE OVERPASS.  Sarah is trapped in that concrete corridor.

She kicks for her life.

The bike catches for a moment.  Dies.



The truck BELLOWS, down-shifting on the curving grade.

Sarah kicks again and again, crying out with each stroke.

Again and again, furiously.

The engine CATCHES.



		SARAH
		(rapidly)

	Come on, come on, come on

	...run, you...



The bike runs with a healthy roar.



LOW ANGLE



up the face of the tractor-trailer, the retaining wall blur-

ring by.  Terminator's red eye can be seen through the wind-

shield.



Sarah drags Reese, stumbling,to the bike, props him on the

seat behind her.  He clutches the satchel weakly.



		SARAH

	Hold on real tight, okay?



She guns the engine and roars off.



LOW ANGLE



as the tanker demolishes the pickup a moment later, TOSSING

IT OVER THE SIDE LIKE A BEER CAN.



						 CUT TO:





240     EXT. FREEWAY - NIGHT		           240



Sarah hits level freeway with a quarter-mile lead on the

tanker, distant B.G., but the little bike is overloaded

and she can't coax it above seventy-five.



ANGLE ON TANKER roaring forward, shifting up through

the gears.



CLOSE ON SARAH AND KYLE, his head lolling on her shoulder.

He starts to fall sideways.



		SARAH
		(shouting)

	Hold on, goddamnit!



He rouses slightly, gripping her tighter.



HIGH ANGLE - MOVING WITH BOTH VEHICLES as Sarah starts to

ZIGZAG desperately across all four lanes.  The truck stays

with her, closing, its trailer WHIPLASHING VIOLENTLY.



						 CUT TO:





241     EXT./INT. TUNNEL - NIGHT		       241



The truck is right behind them as then enter a TUNNEL.

A half-mile of exitless concrete and strobing fluorescent

lights.



M.C.U. - SARAH AND KYLE (PROCESS SHOT) - He blinks and looks

back at a SOLID WALL OF METAL AND LIGHTS looming behind them.

Sarah hunches down.  They hit eighty.



FULL SHOT - The leviathan dwarfs them, its big tires ROARING

like the hubs of Hell.



						 CUT TO:





242     EXT. FREEWAY - NIGHT		           242



The tanker is twenty feet behind them as they clear the

tunnel.  Sarah dodges to one side and LOCKS THE BRAKES.

The bike slides, fish-tailing.

The truck roars past, hitting the air-brakes.

The trailers force her closer and closer  to the guardrail

as Terminator tries to sandwich her.

The bike slides to a stop.

The rearmost set of trailer wheels slams into the guardrail

right in front of Sarah.



Sarah emerges from a cloud of tire smoke, cutting across

all four lances behind the stopped semi.



						 CUT TO:





243     EXT. FREEWAY EMBANKMENT - NIGHT		243



Sarah tries to ride down the steep embankment but loses

control, spilling the bike.  She and Kyle tumble down

the slope.



MOVING WITH HER as she scrambles, half-dragging Kyle, through

a row of trees at a chainlink retaining fence.  She crawls

under the fence, tugs Kyle and the satchel through after.



Sarah looks up at the source of a SUDDEN THUNDEROUS ROAR.



						 CUT TO:





243/FX  ANGLE ON TANKER						  243/FX



It appears above them, grinding over the embankment.  It

rolls down the steep slope TOWARD CAMERA, FLATTENING TREES.



						 CUT TO:





244     EXT. INDUSTRIAL SITE - NIGHT		   244



Sarah and Kyle scramble up and run across the STORAGE LOT

of a MODERN FACTORY COMPLEX of LOW BUILDINGS.  Kyle struggles

to keep up, holding the satchel.



LIKE A JUGGERNAUT the truck follows, smashing through parked

cars and FLATTENING A PRE-FAB STORAGE BUILDING.



They enter an alley-like space between two buildings.

Kyle is fumbling to open the satchel.



ANGLE BACK as the tanker enters the alley.  It TEARS THE

CORNER OFF ONE BUILDING as it turns in.  Terminator looks

down from his mountain of steel.



						 CUT TO:





245     INT. TANKER CAB - NIGHT		        245



OVER TERMINATOR'S SHOULDER, looking down at a tiny figure

below, running in the headlights' glare.  It is Sarah, alone.



						 CUT TO:





246     EXT. ALLEY - NIGHT			246



Reese crouches in a TRASH-DUMPSTER which is sandwiched

between the wall and the tanker.  There are only inches

of clearance as the trailers pass by.



He lights a PIPE CHARGE, jumps up and wedges it under the

tank-cylinder of the second trailer.

He ducks as it rolls on.



Sarah is stumbling in the glare of the truck's lights.



E.C.U. - PIPE BOMB, the fuse burning.



M.C.U. - TERMINATOR, through the windshield, his eye glowing.



C.U. - REESE huddles in the dumpster.



						 CUT TO:





247/FX  LOW WIDE ANGLE ON SARAH AND TRAILER (PROCESS SHOT)     247/FX



The REAR TRAILER EXPLODES.  An unbelievable FIREBALL ERUPTS

SKYWARD, silhouetting Sarah's running figure F.G.

The dumpster is enveloped by fire and hurled, rolling, down

the alley.



Sarah makes it around a corner as the FORWARD TRAILER

EXPLODES and an OCEAN OF FLAME rolls forward, blasting by her.



The dumpster topples and Kyle rolls out, surrounded by fire.





248/FX  SEQUENCE - TERMINATOR		          248/FX



In the center of the inferno Terminator struggles violently.

His FLESH FIRES AND SIZZLES.  He tears loose from the

TWISTED WRECKAGE and collapses to the ground.  Sinks into

a CHARRED MASS.  STOPS MOVING.



C.U. - TERMINATOR, mouth open, skull-like, motionless

in the flames.



						 CUT TO:





249     EXT. ALLEY - NIGHT			249



Sarah crawls away from the intense heat and lies watching

the motionless figure in the blaze.



						 CUT TO:





250     EXT. ALLEY/FAR END - NIGHT		     250



Sarah rounds the corner, staggering, searching.

She sees Kyle crumpled face-down near the dumpster, sheltered

from the heat by its mass.



She drags his away.  Rolls him over.



C.U. - REESE, his head lolls.  He opens his eyes



		REESE
		(weakly)

	Sarah.



		SARAH

	We did it, Kyle.  We got it.



She hugs him.



						 CUT TO:





250/FX  FULL SHOT (PROCESS)		            250/FX



They hold the embrace, silhouetted by the diminishing flames.

It would be a wonderful final image.

Except...TERMINATOR STAGGERS OUT OF THE BLAZE BEHIND THEM.



M.C.U. - TERMINATOR, the last flakes of flesh are falling

from him like burning leaves.  His gleaming structure is

revealed in all its intricacy.  No longer a 'He', but an 'It'.

It looks like Death rendered in steel.

A CHROME SKELETON with HYDRAULIC MUSCLES and TENDONS OF

FLEXIBLE CABLE.  In the sockets of the metal skull, the

eyeball swivels with a WHIR of tiny servos, both glowing

red now.



It turns slowly and fixes its gaze directly INTO CAMERA.



						 CUT TO:





251     EXT. ALLEY - NIGHT			251



C.U. - SARAH - She chokes on a scream, crams knuckles in

her mouth.



FULL SHOT (FX), as the machine takes a step toward them,

dragging one MALFUNCTIONING LEG.



PANAGLIDE WITH KYLE AND SARAH as they stagger to their feet

and run to the nearest building.  They come to a glass door.

Kyle kicks it in.  Unlatches it.  They enter dark OFFICES

to the sound of ALARMS and DISTANT SIRENS.



						 CUT TO:





252     INT. CORRIDORS - NIGHT		         252



Sarah and Kyle run down a corridor.

Through a door, which they close and lock.

They move off down a cross-corridor.

The Terminator BLASTS THE DOOR OFF ITS HINGES, F.G., and

staggers through.  It starts after their receding figures

as they round the corner at the end of the hall.



						 CUT TO:





253     INT. OPEN OFFICES - NIGHT		      253



Wracked, exhausted, they stumble through a maze of PARTI-

TIONED OFFICE CUBICLES.



						 CUT TO:





254     INT. CORRIDOR - NIGHT		          254



The Terminator catches sight of them through a floor-to-

ceiling window.  It makes an unhesitating right turn through

the glass.



						 CUT TO:





255     INT. OPEN OFFICES - NIGHT		      255



Sarah and Kyle look back at the sound of SHATTERING GLASS.



PANAGLIDE PRECEDING THE TERMINATOR as it crashes forward,

line-of-sight, through the maze.  It splinters partitions.

Flings desks out of the way.



FOLLOWING SARAH AND KYLE as they reach a heavy FIREDOOR and

go through.



						 CUT TO:





256     INT. MANUFACTURING AREA - NIGHT		256



Kyle slides the bolts on the metal firedoor.  Behind them

are acres of machinery in darkness.  Silence.

CRASH!  The Terminator hits the door from the far side.

Hinges SQUEAL.



Kyle goes to a LARGE BREAKER PANEL and opens it.  Starts

throwing switches.  Behind them, machines START UP ONE BY ONE.



		SARAH
		(panting)

	 What are you doing?



		REESE
		(weakly)

	 Cover...our footsteps...



He sags, sliding down the wall.  She pulls him up.

Half-carries him into the maze of machines.

The dark gallery is filled with WHIRRING, CLANKING SHAPES,

SHATTERING CONVEYER BELTS and improbable mechanisms lashing

mindlessly.



Reese slips to the floor and Sarah is no longer able to

support him.



		REESE
		(faintly)

	 Leave me here.



Sarah crouches beside him.

Grabs his shirt front.

Yells over the machines.



		SARAH

	 I'm not leaving you anywhere

	 you jerk.  Haven't you figured

	 it out?  Kyle, John is our

	 son.



Reese's eyes refocus.



		SARAH
		(continuing)

	 There isn't going to be

	 anybody else...I don't want

	 anybody else.  Listen to

	 me!



She pauses, then resumes in a commanding, military shout.



		SARAH
		(continuing)

	 Move!  Reese! Let's go.

	 Move you ass!



She drags him to his feet and he staggers on.



Hinges SHATTER and the firedoor is hurled inward.

The Terminator scans the darkness.



ANGLE - PANNING WITH SARAH AND KYLE as they move through

the machines.



The cyborg steps forward, scanning methodically.



Sarah and Kyle move in a crouch through the treacherous

tangle of pipes and machinery.  Kyle picks up a length of

pipe to use as a weapon.  As they climb out onto a cat-

walk between the two huge mechanisms, Sarah clambers over

an innocuous CONTROL PANEL.

Her knee inadvertently hits a RED PUSH BUTTON.

With a ROAR the stamping-plate of a HYDRAULIC PRESS slams

down an inch from her hand.

Startled, she tumbles to the catwalk.



The Terminator's eyes swivel as he hears the single non-

rhythmic sound.



Kyle and Sarah run to the end of the catwalk, but find the

door there locked.



		SARAH

	 Come on!



They double back to escape the cul-de-sac.  The Terminator

steps in front of them, cutting them off.



		REESE
		(shouting)

	 Run!



He pushes Sarah roughly and she stumbles away.

Kyle raises the pipe with his good arm as the Terminator

advances.



		REESE
		(over his
		shoulder)

	Run, damn it!



She hesitates, backing away.

The cyborg swings at Reese

STEEL CLANGS ON STEEL.

Kyle strikes and parries but is sledgehammered back.



ANGLE ON CATWALK as Kyle lands in a heap, smashed against

a stanchion of the railing which prevented him falling to

the factory floor twenty feet below.



Sarah turns and runs.



LOW ANGLE PAST REESE, F.G., as the cyborg approaches him.



E.C.U. - A FUSE BURNING.



C.U. - KYLE'S FACE streaked with blood, pressed to the

floor as a metal foot CLANGS DOWN, F.G.   His eyes snap open.



Sarah falls, gets up, runs on.

The Terminator draws back for a death blow.

And Kyle rolls with the last of his strength, raising

the pipe bomb he has been cradling.  He jams it between two

hydraulic cylinders just beneath the cyborg's armored  rib-

cage.  Then rolls off the catwalk.  Terminator has an instant

to react, reaching for the bomb, before it EXPLODES.



Sarah is pitched forward by the blast and slides on the

floor.

Slams up against one wall.

A withering spray of shrapnel strafes the walls around her.

Pieces of scrap metal clatter throughout the factory, rain-

ing down.



C.U. - SARAH, very still.  She winces and opens her eyes.

Slowly looks up.



POV - SARAH, as the smoke clears.  The Terminator is GONE.

Unrecognizable clumps of BURNING DEBRIS lie scattered about.

Looking down through the grating floor she sees Kyle's

body.

LOW ANGLE ON KYLE F.G., Sarah on catwalk above.  Kyle's eyes

are half-open.  Still.  His face peaceful.

ANGLE ON ONE OF THE FIRES climbing some plastic tubing and

triggering a SPRINKLER HEAD.  It begins to rain.

C.U. - SARAH sitting up as the water runs over her.

She looks down.  Protruding from her right thigh is a TWISTED

PIECE OF METAL.  Shrapnel.  Part of the cyborg.  She pulls

it out, grimacing.  Her leg is broken.



It is a long time before she can gather the will to move.



SARAH'S POV - She sees a WALL PHONE several yards away,

beyond the debris from the explosion.

She starts to crawl toward it.

She passes A LARGE CLUMP OF DEBRIS, F.G.



ANGLE ON DEBRIS (FX) as it rolls over suddenly!

Now recognizable as the TERMINATOR'S HEAD AND ARMS, with

half of the scattered torso trailing wires and twisted

metal.



IT LUNGES FOR HER!



Sarah wants to scream this time, from the depths of her

soul, but there is no scream, only a dry shivering sob.



The Terminator drags itself SCRAPING over the floor, steel

fingers clutching.



Sarah is shaking and whimpering as she scrabbles away,

crawling in agony.



ANGLE ON CONVEYOR BELT as Sarah flops from the catwalk

onto the MOVING STRIP.  She is carried into the intricate

lattice of equipment.  Sarah rolls off weakly before going

under a set of sorting rollers.



ANGLE THROUGH MACHINERY - ON THE TERMINATOR (FX) as it crawls

after her, dragging its body.  It tracks her unerringly,

EYES GLOWING.



Sarah moves deeper into the DARK, CLASHING JUNGLE of machinery.

Around her is a rain-drenched tangle of CABLES, PIPES and

unforgiving mechanisms of steel.



The Terminator clambers through after her.



C.U. - SARAH - Water pours into her eyes as she catches

sight of something.  A familiar CONTROL BOX.

She drags herself toward it.



C.U. - THE TERMINATOR (FX) - It spots her wedged in a tiny

crawl space.  No way out.



It crawls the last few feet,EYES RED IN THE DARK.

Hypnotized, Sarah watches the Terminator REACHING TOWARD HER.

She is jammed in a corner.

Sarah's hand claws around to the front of the control panel,

seeking the RED BUTTON.



E.C.U. - HER WET FINGERTIPS FEEL THE BUTTON.



ANGLE ON THE TERMINATOR (FX), his steel hand reaching out.



E.C.U. - SARAH, her face inexplicably calm, eyes steady in

that infinite instant.  She clenches her teeth to keep

from screaming as she WAITS.



The Terminator's hand reaches for her throat to crush

the life out of her and end its long mission.



		SARAH
		(voice icy)

	 You're...terminated...fucker!



E.C.U. - BUTTON, as her bloody finger stabs it down.



FULL SHOT, showing how the cyborg has been led into the

MAW OF THE HYDRAULIC PRESS.

THE STAMPING PLATE THUNDERS DOWN!

Tons of mechanical pressure flatten the Terminator's head

and body like tin-foil.  The PRESS SCREAMS, jamming solid.

Lightning snaps out in one brief blaze, leaping to surround-

ing machinery, arcing to Sarah's wristwatch.  All the

Terminator's energy is released in one second.



ANGLE on the narrow gap between the upper and lower plates:

a pinpoint of red light DWINDLES AND GOES OUT.

TIGHT ON SARAH, shivering uncontrollably.  The steel fingers

are frozen an inch from her throat.  She can only stare as

water runs over her.



						 CUT TO:





257     INT. FACTORY - DAWN		            257



CLOSE ON the side rail of an ambulance gurney SNAPPING UP

into position.  Sarah's eyes are closed and she is moved

OUT OF FRAME.



WIDE SHOT, showing the gurney being rolled by TWO ATTENDANTS

past the site of the last explosion.

SEVERAL POLICE OFFICERS are picking through the debris.



PANNING WITH THE GURNEY as it is wheeled out, holding on

TWO FACTORY EMPLOYEES, F.G.

One, the PLANT MANAGER, bends to examine a piece of the

cyborg lying at the base of the hydraulic press.

A COP, B.G., notices this.



		COP

	 Look, I told you not to

	 touch anything until we're

	 done.  You got that?



		MANAGER

	 Sure thing, officer.



He stands and palms a small object to HIS ASSISTANT.  They

step around the corner.



		ASSISTANT

	 What is it?



		MANAGER

	 Microcomputer chassis.  But

	 I've never seen stuff like

	 this anywhere.



		ASSISTANT

	 Weird.  Jap stuff, maybe?



		MANAGER

	 Keep it out of sight and

	 get it down to R and D

	 Monday, first thing.



		ASSISTANT

	 Good idea.



						 CUT TO:





258     EXT. BUILDING - DAWN		           258



Sarah is being lifted into the ambulance.  She looks

up as the doors are latched shut.



TILT UP to follow her gaze.

The sign above the entrance of the building reads:



CYBER DYNAMICS CORPORATION



						 SLOW DISSOLVE TO:





259     INT./EXT. LANDROVER - LATE AFTERNOON	      259



MACRO ON CASSETTE RECORDER, the center capstans of a

tape turning.



		SARAH (V.O.)

	 ...and the hardest thing is

	 deciding what I should tell

	 you and what not to.  Well,

	 anyway, I've got a while yet

	 before you're old enough to

	 understand the tapes.  They're

	 more for me at this point...

	 to help get it all straight.



COVER SHOT reveals Sarah as the wheel of a dusty landrover

parked at the pump island of a tiny gas station.  All of

its signs are in hand-lettered Spanish.  Beyond lies an

expanse of scrub desert.  The sky scowls with an impending

storm.



Sarah speaks quietly into a hand microphone as a dark-

complected attendant laconically fills her tank.  She

cradles the cassette recorder in her lap, in the lee of

her SWOLLEN BELLY.

She looks to be about SIX MONTHS ALONG.

Under her down vest she wears a leather shoulder holster

and the butt of a .357 REVOLVER presses against her

breast.  She tugs the vest closed as the attendant glances

her way.  A German Shepherd sits in the back among taped

boxes and suitcases.



		SARAH
		(continuing)

	 Should I tell you about your

	 father?  That's a tough one.

	 Will it change your decision

	 to send him here...knowing?

	 But if you don't send Kyle,

	 you could never be.  God,

	 you can go crazy thinking

	 about all this...I suppose

	 I'll tell you...I owe him that.

	 And maybe it'll be enough if

	 you know that in the few hours

	 we had together we loved a

	 lifetime's worth...



CLICK.  WHIR.  Sarah jumps at a sound nearby, breaking

her reverie.  A small MEXICAN BOY has snapped her picture

with a beat-up Polaroid camera.  He holds it out to her,

speaking rapid Spanish.



		ATTENDANT

	 He says you are very beautiful,

	 Senora, and he is ashamed to ask

	 five American dollars for this

	 picture, but if he does not,

	 his father will beat him.



		SARAH

	 That's a pretty good hustle,

	 kid.  Four.  Quatro.



The boy takes her four dollars and she watches the

snapshot develop.  It is a good photograph of her,

the wind lightly ruffling her hair, expression thought-

ful, slightly sad.



We recognize it as the one Reese carried in 2029.

She slips it into her short pocket.



		ATTENDANT

	 Mil trescientos...fifteen dollars

	 American.



As she pays him, distant thunder rolls.

The boy yells something in Spanish as he runs off.



		SARAH

	 What did he say?



		ATTENDANT
		(accented)

	 There is a storm coming in.



Sarah gazes at the thunderheads building up out over the

desert.  Heat lightning pulses in their depths.



		SARAH
		(quietly)

	 I know.



CAMERA CRANES UP as she pulls away, driving across the

flat desert on a ribbon of highway.  A brilliant flash

crescendos from horizon to horizon out at the rim of the

world.

FADE OUT
THE END


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