the TERMINATOR

By

James Cameron

Registered WGAw

Fourth Draft

April 20, 1983

TERMINATOR

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 inflec- tion) 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.

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