TERMINATOR 2: JUDGMENT DAY

by

James Cameron

and

William Wisher


Revised final shooting script
1 EXT. CITY STREET - DAY

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

DISSOLVE TO:

2 EXT. CITY RUINS - NIGHT

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

A TITLE CARD FADES IN:

LOS ANGELES, July 11, 2029

3 ANGLE ON a heap of fire-blackened human bones. Beyond the mound is a
vast tundra of skulls and shattered concrete. The rush hour crowd
burned down in their tracks.

4 WE DISSOLVE TO a playground... where intense heat has half-melted the
jungle gym, the blast has warped the swing set, the merry-go-round
has sagged in the firestorm. Small skulls look accusingly from the
ash-drifts. WE HEAR the distant echo of children's voices... playing
and laughing in the sun. A silly, sing-songy rhyme as WE TRACKS
SLOWLY over seared asphalt where the faint hieroglyphs of hopscotch
lines are still visible.

CAMERA comes to rest on a burnt and rusted tricycle... next to the
tiny skull of its owner. HOLD ON THIS IMAGE as a female VOICE speaks:

VOICE
3 billion human lives ended on August 29th, 1997.
The survivors of the nuclear fire called the war
Judgment Day. They lived only to face a new
nightmare, the war against the Machines...

A metal foot crushes the skull like china.

TILT UP, revealing a humanoid machine holding a massive battle rifle.
It looks like a CHROME SKELETON... a high-tech Death figure. It is
the endoskeleton of a Series 800 terminator. Its glowing red eyes
compassionlessly sweep the dead terrain, hunting.

The SOUNDS of ROARING TURBINES. Searchlights blaze down as a
formation of flying HK (Hunter-Killer) patrol machines passes
overhead. PAN WITH THEM toward the jagged horizon, beyond which we
see flashes, and hear the distant thunder of a pitched battle in
progress.
5 EXT. BATTLEFIELD - NIGHT

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

SEQUENCE OF RAPID CUTS:
5A Explosions! Beam-weapons firing like searing strobe-light.
5B A gunner is an armored personnel carrier fires a LAW rocket at a
pursuing Aerial HK, bringing it down in a fiery explosion.
5C Another APC is crushed under the treads of a massive Ground HK.

5D A TEAM OF GUERRILLAS in a intense fire-fight with terminator
5E endoskeletons in the ruins of a building. Three terminator
5F endoskeletons advance, firing rapidly. Another (complete cyborg),
with flesh ripped open and back broken, gropes for a rifle on the
ground.

5G A Centurion overruns a human firing position. Soldiers are cut
down as they run. Fiery explosions light the ranks of advancing
machines.

6 IN A BLASTED GUN EMPLACEMENT at the edge of battle, a man watches
the combat with night-vision binoculars. He wears the uniform of a
guerrilla general, and a black beret. He is still amid running,
shouting techs and officers.

C.U. MAN, pushing slowly in as the battle rages O.S. He lowers the
binoculars. He is forty-five years old. Features severe. The left
side of his face is heavily scarred. A patch covers that eye. An
impressive man, forged in the furnace of a lifetime of war. The name
stitched on the band of his beret is CONNOR. We push in until his
eyes fill frame, then...

DISSOLVE TO:

FIRE. SLOW, BOILING, ENORMOUS. FILLING FRAME.

VOICE (SARAH CONNOR)
Skynet, the computer which controlled the machines,
sent two terminators back through time. Their
mission: to destroy the leader of the human
Resistance... John Connor. My son.

The first terminator was programmed to strike at
me, in the year 1984... before John was born.
It failed.

The second was set to strike at John himself,
when he was still a child. As before, the
Resistance was able to send a lone warrior. A
protector for John. It was just a question of
which one of them would reach him first...

DISSOLVE TO:
7 EXT. TRUCKSTOP - NIGHT

Wild fingers of BLUE-WHITE ELECTRIC ARCS dance in a steel canyon
formed by two TRACTOR TRAILERS, parked side by side in the back lot
of an all-night truck stop. Then...

The strange lightning forms a circular opening in mid-air, and in
the sudden flare of light we see a FIGURE in a SPHERE OF ENERGY.
Then the FRAME WHITES OUT with an explosive THUNDERCLAP!

Through the clearing vapor we see the figure clearly... a naked man.
TERMINATOR has come through. Physique: massive, perfect. Face:
devoid of emotion. Terminator stands and impassively surveys its
surroundings.

8 INT. TRUCK STOP DINER - NIGHT

On a back route to north L.A. A handful of local TRUCKERS hunch over
chili-sizes, CAT hats pushed back on their heads. Three BIKERS are
playing a game of pool in the back, their Miller empties lining the
table's rail. The dive's owner, LLOYD, a fat, aging biker-type in a
soiled apron, stands behind the bar. Nothing much going on...

Then the front door opens and a big naked guy strolls in -- that
doesn't happen every night. All eyes simultaneously swivel toward
Terminator. Its emotionless gaze passes over the customers as it
walks calmly through the room. Everyone frozen, not sure how to
react.

8A TERMINATOR POV. A digitized electronic scan of the room, overlaid
with alphanumeric readouts which change faster than the human eye
can follow. In POV we move past the staring truckers, past the
owner and the awestruck WAITRESS, and approach a large nasty-looking
biker puffing on a cigar. His body is outlined, or "selected", and
thousands of estimated measurements appear. His clothing has been
analyzed and deemed suitable...

8B TERMINATOR
I need your clothes, your boots, and your
motorcycle.

The big biker's eyes narrow. He takes a long draw on this cigar,
the tip cherry-red hot.

CIGAR BIKER
You forgot to say please.

He grinds the cigar out on Terminator's chest. Which produces not
the slight reaction of pain. Terminator calmly, and without
expression, grabs Cigar by his meaty upper arm...
Cigar screams from the hydraulic grip.

Terminator doesn't see Cigar's friend, behind him, holding his pool
cue by the narrow end like a Louisville Slugger. The heavy send
whistles in a powerful swing and CRACKS IN TWO across the back of
Terminator's head.
 Terminator seems not to notice. Doesn't even blink. Without
releasing his grip on Cigar, he snaps his arm straight back and grabs
Pool Cue by the front of his jacket. Suddenly the heavyset biker
finds himself flying through the nearest window. CRAASSH!

Terminator hurls Cigar, all 230 pounds of him, clear over the bar,
through the serving window into the kitchen, where he lands on the
big flat GRILL. We hear a SOUND like SIZZLING BACON as Cigar
screams, flopping jerking. He rolls off in a smoking heap.

The third biker whips out a knife with a eight-inch blade and slashes
at Terminator's face.

Terminator grabs the arcing blade with his bare hand. Holding it by
the razor-sharp blade he jerks is from the guy's hand.
Ultra-fast here: He flips it. Grabs the handle like you're supposed
to hold a knife. Grabs the biker and slams him face-down over the
bar. Then brings the knife whistling down, pinning the biker's
shoulder to the bar top with his own steel.

9 INT. KITCHEN

The doors BANGS OPEN and Terminator strides in.
The Mexican cook does a fast fade as Terminator walks toward Cigar,
who is cursing in pain on the floor.

With his deep-fried fingers he struggles to get out the .45 auto
tucked under his leather jacket. But he can't even hold onto it.
Terminator takes it from him. Instead of pointing it at him,
Terminator carefully examines weapon, analyzing its caliber and
operating condition. Terminator never threatens... that's a human
thing. He just takes.

Cigar senses what he must do when the emotionless eyes come back to
him. He slides the keys to his bike across the floor to Terminator's
foot. Then painfully starts getting out of his jacket.

10 INT. TRUCK STOP

Terminator strides from the kitchen, fully clothed now in a black
leather jacket, leather riding pants, and heavy, clean boots. He
moves toward the moaning biker pinned to the pool table. Without
slowing his stride he jerks the knife out. The guy slumps to the
floor, groaning, behind him.

Terminator continues toward the front of the diner, passing Lloyd,
the owner. At the door, he comes abreast of two truckers who sit
frozen like a snapshot in mid-bite. One of the truckers finally
nods.

TRUCKER
Evening...

Terminator impassively stares back. Then moves on out the door.
11 EXT. TRUCK STOP

Terminator walks out, surveying the parked Harleys. Sticks the .45
in his belt and swings one leg over a massive CUSTOM ELECTRO-GLIDE.
He slips the dagger in his boot and the key in the ignition. Kicks
over the engine. It catches with a roar and he slams the heavy iron
into gear with a KLUNK.

Lloyd appears at the diner's door with a sawed-off 10-GAUGE
WINCHESTER LEVER-ACTION SHOTGUN. He fires into the air and jacks
around round in fast, aiming at Terminator's back.

LLOYD
I can't let you take the man's wheels, son.
Now get off or I'll put you down.

Terminator turns and considers by coldly. He eases the shifter up
into neutral. Rocks the bike onto its kickstand. Swings him leg
over and walks calmly toward the guy.

Terminator strides right up to Lloyd, staring straight into the
shotgun's muzzle. Lloyd starts sweating, trying to decide is he's
going to kill a man in cold blood. He's still trying to decide when
Terminator's hand blurs out like a striking cobra and is somehow
suddenly holding the shotgun.

Lloyd gapes, knowing he's screwed. Then...
Terminator reaches toward him. Oh shit...
And slips the sunglasses out of Lloyd's shirt pocket. Puts them on.
Strides back to the Harley and roars off in a shower of gravel.

12 EXT. FREEWAY - NIGHT

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

CUT TO:

13 EXT. OVERPASS - NIGHT

The First Street Bridge. Rusting chain-link fence and graffiti-
covered walls. An L.A.P.D. BLACK-AND-WHITE cruises the empty street.

A TREMENDOUS BLUE-WHITE GLARE suddenly spills out between the columns
of the overpass. The young UNIFORMED COP in the car whips his head
around at the source of the light. He pulls over quickly, in time
to see...

13A The powerfully arcing electrical discharge reaches its peak between
the columns. Lightning climbs the chain-link fence and light
standards, lighting up the night, and papers swirl in a blasting
whirlwind.

13B The cop climbs from his cruiser as the glow fades.
He sees vapor dissipating as he approaches the spot where he saw the
 strange light. He draws his revolver and cautiously moves into the
shadows between the rows of pillars.

A NAKED MAN glides from a shadowed doorway behind the cop. Nothing
special about him. Certainly not built like a terminator. The flash
of light and fact that he is naked are pretty good clues that he
just arrived from the future. His features are handsome bordering
on severe. His eyes are gray ice. Penetrating. Intelligent.

THE COP spins at a sound. Too late. Mr. X is already on him. The
blow is lighting fast and the cop drops like a bag of sand.

LOW ANGLE as the unconscious cop hits the deck, his BERETTA 9mm
AUTOMATIC clattering next to him. A hand ENTERS FRAME and picks up
this pistol.

CUT TO:

13C HIGHLY POLISHED BLACK SHOES rounding the rear tire of the police
cruiser. FOLLOW THE SHOES to the cruiser's door then MOVE UP as
Mr. X, dressed now in LAPD blue, climbs behind the wheel. He
looks and acts exactly like a cop. Cool, alert, confident in his
power, his expression emotionless and judgmental.
Mr. X, now Officer X, puts the car in gear and drives into the night.

CUT TO:

14 INT. SUBURBAN HOUSE/GARAGE - DAY

TIGHT ON YOUNG JOHN CONNOR, who at his moment is ten years old and
busy reassembling the carburetor on his Honda 125 dirtbike. He has
ripped Levi's and long stringy hair. A sullen mouth. Eyes which
reveal an intelligence as sharp as a scalpel. The Ramones' "I Wanna
Be Sedated" blasts from a boom box next to him.

A WOMAN, JANELLA VOIGHT, stands in the doorway of the garage,
yelling over the music.

WOMAN
...John? John! Get in here right now and
clean up that pigsty of yours.

John's friend TIM, a thirteen-year-old Hispanic kid, watches as John
replies by turning up the volume on the boom box.
Janelle gives up with a SLAM of the house's back door.

TIM
Your foster parents are kinda dicks, right?

JOHN
Gimme that Phillips right there.

15 INT. HOUSE - LIVING ROOM

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

He sighs. Throws down the TV's remote and heads for the garage.

16 INT. GARAGE

John hops on the bike. Kick-starts it. Tim picks up John's nylon
bag, then climbs on the back. Todd ENTERS and shouts over the
engine, which John revs louder and louder.

TODD
John! Get your ass inside right now and do
what your mother says!

John pins Todd with a defiant glare.

JOHN
She's not my mother, Todd!

He revs the engine and peels out of the garage, with Tim almost
falling off the back. They take off down the street.

17 EXT. VACANT LOT/DRAINAGE CANAL

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

17A IN THE DRAINAGE CANAL John zig-zags along, throwing up a
roostertail of muddy water. Tim shouts, pretending he didn't just
see his life flash before his eyes. He slaps John on the back.

TIM
Major moves, homes! So... where is your
real mom, anyway?
(John doesn't answer)
She dead or something?

It's hard to read John's expression.

JOHN
She might as well be.

John twists the throttle angrily and the bike lunges forward.

CUT TO:

18 EXT. PESCADERO STATE HOSPITAL - DAY

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

19 INT. HOSPITAL - MAXIMUM SECURITY WING

Sunlight is a barred slash on the bare institutional wall. The room
is empty of all furnishings save the bed, a stainless steel sink,
toilet, and a dented metal mirror. WE HEAR a rhythmic grunting,
small explosions of breath in perfectly-metered time.

PAN TO a bedframe leaned upright against the wall, legs facing
outward. A pair of sweaty hands grip one leg. Tendons knot and
release as SOMEONE does pull-ups. A man of tangled hair hides the
face that comes INTO FRAME, dips out, comes back.

WIDER. A WOMAN in a tank top and hospital pants in hanging from the
top leg of the vertical bedframe. Her body is straight and taut.
Knees bent so the feet clear the ground. The arms are lean and
muscular. The inmate, face hidden, pulls up, dips, pulls up. Like
a machine. No change in rhythm.

20 INT. HOSPITAL/CORRIDOR

FIGURES MOVE TOWARD US down a corridor of polished tile and two-
tone walls. DR. PETER SILBERMAN, a smug criminal psychologist,
leads a group of young INTERNS. Following laconically, are THREE
BURLY ATTENDANTS.

SILBERMAN
The next patient is a 29-year old female
diagnosed as acute schizo-affective disorder.
The usual indicators... depression, anxiety,
violent acting-out, delusions of persecution.
(the interns nod judiciously)
Here we are.

Silberman stops at one of the SOUNDPROOF STEEL DOORS. There is a two-
way speaker beneath a tiny window. Silberman flips the intercom
switch.

21 INT. CELL

Silberman's scrubbed and cheerful face at cell window. HIS VOICE
comes over the tinny speaker.

SILBERMAN
'Morning, Sarah.

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

22 INT. CORRIDOR

Silberman's smug composure drops a second. Then returns.

SILBERMAN
Fine, Sarah.
(he switches off, speaks to
the interns)
She, uh... stabbed me in the kneecap with a
screwdriver a few weeks ago.

Sarah watches them talking about her through the glass, but can't
hear them. She feels like a lab animal. The interns look in at her
through the glass as Silberman talks. With her face drawn, eyes
haggard and hair wild, she looks like she belongs where she is.

SILBERMAN
The delusional architecture is interesting.
She believes a machine called a "terminator",
which looks human of course, was sent back
though time to kill her. And also that the
father of her child was a soldier, sent to
protect her... he was from the future too...
(he smiles)
The year 2029, if I remember correctly.
(the interns chuckle)
Let's move on, shall we?

As the interns walk on, Silberman steps close to DOUGLAS, the head
attendant, and speaks low.

SILBERMAN
Douglas, I don't like seeing the patients
disturbing their rooms like this. See that she
takes her thorazine, would you?

DOUGLAS is 6'4", 250 pounds and warm-hearted at a rattlesnake. He
nods, catching Silberman's meaning, and gestures for the other
attendants to hang back as Silberman moves on in his rounds.

23 INT. CELL

Sarah looks up as the cell door opens. Douglas walks in slowly,
idly tapping his POLICE BATON against the door in a ominous rhythm.
The other two orderlies ease in behind him. One of them carries a
STUN BATON (like a sawed-off cattle prod). The other has a tray with
cups of red liquid-thorazine.

DOUGLAS
Time to take you meds, Connor.

Sarah faces him, weight centered. Feral eyes darting from one to the
other.
 SARAH
You take it.

Douglas grins, casual --

DOUGLAS
Now you know you got to be good 'cause you up
for review this afternoon...

SARAH
I'm not taking it. Now I don't want any
trouble...

DOUGLAS
Ain't no trouble at all --

He whips the baton in a whistling backhand, which --
WHAP! Takes her square in the stomach. She doubles over and drops
to her knees, unable to breathe. Douglas tips the bed and it slams
down with a crash, right new to her. He takes her stun wand from
the other attendant and walks forward.

TIGHT ON SARAH, grimacing and struggling to breathe.

SARAH
You... son of a... AAARRGH!!

The stun wand hits her between shoulder blades as she tries to rise.
It drives her to the floor, pinning her like a bug. Little
ELECTRIC ARCS CRACKLE as the baton makes her writhe in pain.
Douglas grabs her by the hair and jerks her up to her knees. Holds
the cup of thorazine in front of her lips.

DOUGLAS
Last call, sugar.

Gasping, she chokes the zombie juice down.

CUT TO:

24 EXT. BANK PARKING LOT - DAY

John furtively hunches before a Ready-Teller machine at the rear of
a local bank while his friend Tim stands lookout. John slips a
stolen ATM card into the machine slot. It is something he's rigged
up, because trailing from the card is ribbon-wire which goes to
some kind of black-box electronics unit he's got in his ever-present
knapsack. He holds the pack between his knees and pulls out a
little lap-top keyboard, which is also connected to the black-box.

John enters a few commands and the plasma-screen displays the PIN
number for that account. He quickly enters the number on the Ready-
Teller's keypad and asks it for 300 bucks. The machine whirs then
begins dispensing twenty-dollar bills. Tim looks back over his
shoulder amazed.

JOHN
Easy money!
 TIM
Where'd you learn all this stuff?

John collects the twenties as the machine kicks them out. A cool and
professional electronic-age thief at ten years old.

JOHN
From my mom. My real mom, I mean. Come on
baby...
(he grabs the last bills)
Let's go!

They sprint around the corner to an --

25 EXT. ALLEY BEHIND BANK

They huddle behind the building as John counts out Tim's share.
He folds five twenties and palms them to the other kid. When John
opens his wallet to put in his money, Tim notices a picture in a
plastic sleeve.

TIM
That her?

John reluctantly shows his friend the Polaroid. It is a shot of
Sarah. Pregnant, in a jeep near the Mexican border. John doesn't
know it now, but he will carry the photo with him for over 30 years,
and give it to a young man named Kyle Reese, who will travel back in
time to become his father. Yes, that photo.

TIM
So she's pretty cool, huh?

JOHN
Actually, no, she's a complete psycho. That's
why she's up at Pescedero. She tries to blow up
a computer factory, but she got shot and arrested.

TIM
No shit?

JOHN
Yeah, she's a total loser. C'mon, let's check
out the 7-Eleven, whatya say?

John has tried to sound casual, but we see in his eyes that is really
hurts. He slaps Tim on the shoulder and they jump onto his Honda.
John fires up and they whine off down the alley.

CUT TO:

26 INT. POLICE CRUISER - DAY

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

27 INT./EXT. VOIGHT HOUSE - DAY

TIGHT ON FRONT DOOR as Todd Voight opens it, revealing the unsmiling
face of Officer X beyond the screen door. Todd greets him with a
weary sigh.

OFFICER X
Are you the legal guardian of John Connor?

TODD
That's right, officer. What's he done now?

Officer X ignores the question. He casually scans the living room.

OFFICER X
Could I speak with him, please?

Todd shrugs, showing the cop he's past his patience with the boy.

TODD
Well, you could if he was here. Be he took off
on his bike this morning. Could be anywhere.
You gonna tell me what his is about?

OFFICER X
I just need to ask him a few questions.

Janelle appears in the doorway behind Todd, concerned.

JANELLE
There was a guy here this morning asking about
him, too.

TODD
Yeah, big guy. On a bike. Has that got
something to do with it?

Officer X registers the significance of that. He realizes who the
big guy must be. He smiles. Reassuringly shakes his head no.

OFFICER X
I wouldn't worry. Do you have a photograph
of John?

Todd stares unhappily at the cop. Turns to Janelle.

TODD
Get the album, Janelle.

CUT TO:

28 EXT. STREET

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

CUT TO:

29 INT. SARAH'S CELL - DAY

CLOSE ON SARAH. She is shackled, hands and feet, to the bed.
Sunlight falls across her pale face. A hand enter frame, gently
stroking her cheek. She wakes up to see --

KYLE REESE. Sitting on the edge of her bed, looking exactly the
same as we last saw him in 1984. Scruffy blonde hair and a long
raincoat.

SARAH
Kyle..? You're dead.

He gives her a gentle smile.

REESE
I know. This is a dream, Sarah.

SARAH
Oh. Yeah. They... make me take this stuff...

He puts a finger to her lips. Then silently unfastens her restraints.
They gaze into each other's eyes. And in the look that his death
and the horror she has been through since hasn't touched their love
at all.

SARAH
Hold me.

She melts into Reese's arms. Pulls him to her.

REESE
I love you. I always will.

SARAH
Oh, God... Kyle. I need you so much.

She kisses him passionately. They are locked together in a timeless
moment. PUSH IN TIGHT on Sarah as she buries her face in his
shoulder. She shuts her eyes tight. Stay on Sarah as Reese speaks.
He voice is strangely cold.

REESE (O.S.)
Where's John, Sarah?

Sarah opens her eyes and he is no longer in her arms. He is standing
across the room. Pinning her with an accusing gaze.

SARAH
They took him from me.
 REESE
It's John who's the target now. You have to
protect him. He's wide open.

SARAH
I know!

REESE
Don't quit, Sarah. Our son need you.

SARAH
(struggling not to cry)
I know, but I'm not as strong as I'm supposed
to be. I can't do it. I'm screwing up the
mission.

REESE
Remember the message... the future is not set.
There is not fate but what we make for ourselves.

He turns toward the door.

SARAH
Kyle, don't go!

REESE
(turning back to her)
There's not much time left in the world, Sarah.

Reese goes out the door. Sarah jumps from the bed, frantic. Yanks
the door open. Follow her out.

30 INT. CORRIDOR

Sarah staggers from her cell. Reese is already, impossibly, a
hundred feet away, striding down the dim corridor. A silhouette
in a long coat, disappearing around a corner.

Sarah runs after him, her bare feet slapping the cold linoleum.
Her hospital gown floats out behind her as she dream-runs along the
seemingly infinite corridor. She reaches the corner, slides around
it, and...

30A Slams right into the arms of Douglas and his three helpers. They
grab her as she struggles and screams. The Silberman is there,
smiling soothingly. They force her down and she is pinned to
the floor, screaming. A new figure approaches... one even more
menacing.

TERMINATOR walks toward her, with heavy measured steps. Backlit,
eyes concealed by the sunglasses, it stands over her like the angel
of death itself. It reaches down and...
Takes her hand. Lifts her up. Leads her to a door. They go through
together. Emerging into...
30B A BEAUTIFUL SUNLIGHT MORNING. CHILDREN are playing nearby... sliding
down slides, clambering through a jungle gym. Sarah knows this
dream know... it's is the worst of all her nightmares. She starts
to scream but no sound comes out.

30C THE SKY EXPLODES into WHITE LIGHT. Everything is seared by the unholy
glare, hotter than a thousand suns. The children ignite like
match heads. Sarah is burning, screaming silently, everything silent
and overexposed. Terminator's flesh and clothing are burning,
silently. It grips her hand, Virgil to her Dante in this tour of the
nuclear-age Inferno.

30D THE BLAST WAVE HITS... a near-solid wall of compressed air followed
by 250-mph winds. The children, charcoal statues frozen in positions
of play, explode into black leaves of ash and swirl away. SOUND
hit now, with a thunderous roar. Sarah's scream merges with the
howl of the wind as the blast hits her, exploding the flesh from her
bones. Beside her, Terminator is stripped of its burnt flesh,
becoming a smoking skeleton of steel.

30E Then she wake up... in her cell, shackled to the bed. Sunlight hurts
her eyes. She looks desperate and defeated. She knows the war is
coming. It visits her every time she closes her eyes. Lost and
alone, Sarah feels all hope recede for herself and for humanity.

CUT TO:

31 INT. PESCADERO STATE HOSPITAL - INTERVIEW ROOM

TIGHT ON VIDEO SCREEN, playing a previously-recorded session.
Sarah is in a strait-jacket, talking softly.

VIDEO SARAH
... it's... like a giant strobe light, burning
right through my eyes... but somehow I can still
see. Look, you know the dream's the same every
night, why do I have to --

VIDEO SILBERMAN
Please continue...

31A The REAL SARAH dispassionately watches herself on the screen. Her
expression is controlled. Silberman watches her watching. They are
in a brightly-lit interview room. TWO ATTENDANTS stands nearby.

31B VIDEO SARAH
The children look like burnt paper... black,
not moving. Then the blast wave hits them and
they fly apart like leaves..."

Video Sarah can't go on. Real Sarah watches herself cry on tape,
her expression cold. We hear Silberman speak on the tape.

VIDEO SILBERMAN
Dreams about cataclysm, or the end of the world,
are very common, Sarah...

Video Sarah cuts him off, her mood shifting to sudden rage.
 VIDEO SARAH
It's not just a dream. It's real, you moron!
I know the date is happens!!

VIDEO SILBERMAN
I'm sure it feels very real to you --

VIDEO SARAH
On August 29th 1997 it's going to feel pretty
fucking real to you, too! Anybody not wearing
number two million sunblock in gonna have a
real bad day, get it?

VIDEO SILBERMAN
Relax now, Sarah --

VIDEO SARAH
You think you're alive and safe, but you're
already dead. Everybody, you, him...
(she gestures are the
attendant)
everybody... you're all fucking dead!

She is raving, half out of her chair. The orderly moves to inject
her with something.

VIDEO SARAH
You're the one living in a dream, Silberman,
not me! Because I know it happens. It
happens!

31C Silberman pauses the tape... freezing Sarah's contorted face.
Real Sarah turns away from the screen, he expression stony.

SARAH
I was afraid... and confused. I feel much
better, now. Clearer.

Silberman gives a calculated paternal smile.

SILBERMAN
Yes. Your attitude have been very positive
lately.

Sarah looks up at him. Her voice is hopeful.

SARAH
It has helped me a lot to have a goal, something
to look forward to.

SILBERMAN
And what it that?

As she answers, WE PULL BACK, revealing that we have been looking
through a one-way mirror from an adjacent OBSERVATION ROOM. In the
shadows of the observation room we see that interns from the
earlier rounds, and a couple of STAFF PSYCHOLOGISTS. They smoke and
make the occasional note.
 SARAH
You said I could be transferred to the minimum
security wing and have visitors if I showed
improvement in six months. Well, it's been six
months, and I was looking forward to seeing my
son.

SILBERMAN
I see. Let's go back to what you were saying
about these terminator machines. Now you think
they don't exist?

CLOSE ON SARAH. Her voice sounds hollow.

SARAH
They don't exist. I see that now.

Silberman leans back, studying her. Toying with her.

SILBERMAN
But you've told me on many occasions about how
you crushed one in a hydraulic press.

SARAH
If I had, there would have been some evidence.
They would have found something at the factory.

SILBERMAN
I see. So you don't believe anymore that the
company covered it up?

Sarah shakes her head no.

CUT TO:

32 EXT. CYBERDYNE SYSTEMS - DAY

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

33 INT. SECOND FLOOR/ELEVATORS

The elevator doors slide open with a whisper and MILES DYSON strides
out. Black. In his early thirties. The star of the Special
Projects Division. He's brilliant, aggressive, driven. Dyson walks
down the corridor, swinging his arms... a man in a hurry. A man
with much to do.

He reaches a solid security door and zips his ELECTRONIC KEY-CARD
through the scanner. The door unlocks with a clunk.
The sign next to the door reads: SPECIAL PROJECTS DIVISION:
AUTHORIZED PERSONNEL ONLY.

34 INT. SECURITY STATION

He nods to the guards as he passes through the security checkpoint.
They can see all activities on the floor on their bank of monitors.
He unlocks another service door with his card and enters --
35 INT. ARTIFICIAL INTELLIGENCE (A.I.) LAB

The lab is quite large, comprising banks of processors, disk drives,
test bays, prototype assembly areas. Extremely high tech.

DYSON
Greetings, troops.

He is jokingly saluted by fellow members. Not a lab coat in sight.
This is strictly jeans and sneakers crowd. All young and bright.
They sit at their consoles drinking Coke and changing technology as
we know it. A young LAB ASSISTANT rushes over to Dyson. Name tag
says he's BRYANT.

BRYANT
Mr. Dyson? The material teams wants to run
another test on the uh... on it.

DYSON
Yup. Come on. I'll get it.

Dyson produces an unusual-looking KEY from his pocket as they stride
through the lab. Bryant has to hustle to keep up.

BRYANT
Listen, Mr. Dyson, I know I haven't been here
that long, but I was wondering if you could tell
me... I mean, if you know...

DYSON
Know what?

BRYANT
Well... where it came from.

DYSON
I asked them that question once. Know what
they told me? Don't ask.

36 INT. VAULT ROOM

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

37 INT. VAULT

Dyson walks to a stainless steel cabinet and opens it. Inside is a
small artifact in a sealed container of inert gas. IT -- a ceramic
rectangle, about the size of a domino, the color of liver. It has
been shattered, painstakingly reconstructed and mounted on a metal
frame.
 Dyson removes the artifact, it its insert-gas, and sets it on a
specially-designed cart. He handles it like the Turin Shroud.
Dyson closes the cabinet. Turns to the one next to it. Opens its
door. In this cabinet is a larger object... an intricate METAL HAND
AND FOREARM.

At the elbow, the metal is twisted and crushed. But the forearm and
hand are intact. Its metal surface scorched and discolored, it
stands upright in a vacuum flask, as if saluting. This is all that
remains of the terminator Sarah destroyed. Dyson stares at it, lost
in thought. The he closes the cabinet, BLACKING OUT FRAME.

CUT TO:

38 INT. INTERVIEW ROOM/OBSERVATION ROOM

We can see through the one-way mirror into the interview room where
Sarah is still talking with Silberman. The OTHER PSYCHOLOGISTS are
still watching through the mirror. Reviewing Sarah's condition.

SARAH
So what do you think, Doctor? I've shown a lot
of improvement, haven't I?

SILBERMAN
You see, Sarah... here's the problem. I know
how smart you are, and I think you're just
telling me what I want to hear. I don't think
you really believe who you've been telling me
today.

We go tight on Sarah's reaction. And we see that Silberman is right.
She was playing him and it didn't work. And she knows she's fucked.
Her tone becomes quite pleading.

SARAH
You have to let me see my son. Please. It's
very important. He's in danger. At least let
me call him --

Silberman pins her with his sweet reptilian gaze.

SILBERMAN
I'm afraid not. Not for a while. I don't see
any choice but to recommend to the review board
that you stay here another six months.

Sarah's eyes turn cold and lethal in one second. She knows she's
lost. She knows this guy is just playing with her, and she --
LEAPS ACROSS THE TABLE AT HIM.

SARAH
YOU SON OF A BITCH!!

Silberman jumps back and the attendants dive on her. She is writhing
and twisting like a bobcat. Silberman whips open a drawer and pulls
out a syringe. He jabs it into her and she yells --
 SARAH
Goddammit. Let me go!! Silberman! You don't
know what you're doing! You fuck! You're dead!
You hear me!!

Silberman signals and the attendants drag her out.
He looks at the doctors behind the glass. Shrugs.

SILBERMAN
Model citizen.

CUT TO:

39 EXT. 7-ELEVEN STORE - DAY

Officer X has stopped two young girls in front of a 7-Eleven. He is
leaning out the cruiser window and showing them the picture of John.
The first girl nods.

FIRST GIRL
Yeah, he was here about fifteen minutes ago. I
think he said he was going to the Galleria.

OFFICER X
The what?

The second girl points toward a massive complex visible about the
houses several blocks away. Officer X stares at it.

40 EXT. STREET

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

40A TERMINATOR POV -- OF TWO KIDS ON A BIKE DOWN IN THE CANAL.
THE IMAGE SNAP-ZOOMS IN. FREEZES ON THE DRIVER'S FACE.
"IDENT POS" FLASHES NEXT TO THE BLURRY IMAGE OF JOHN.

40B Terminator wheel the Harley around, cutting onto a street which runs
parallel to the canal. Terminator hauls ass at keep John in sight.
He catches glimpses of the kid through trees and houses. Loses him.
Catches one last glimpse of him heading into the parking lot of a
large SHOPPING MALL.

41 INT. GALLERIA - DAY

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

42 INT. GALLERIA PARKING LOT

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

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

43A IN A CROWDED VIDEO ARCADE JOHN is lost in an intense battle, going for
a new high score at "Missile Command". He parries deftly at the enemy
ICBMs deploy their MIRVs... the warheads stream down... it's more than
he can deal with. The world gets nuked. Game over. He slouches
away from the game, looking for another. Bored.

RACK FOCUS to Officer X passing the entrance of the store behind him.
The cop moves on, down the concourse, out of sight.
John gets in an "Afterburner" simulator game.

43B ON TERMINATOR, walking through the crowd in slow motion. Scanning.
He moves with methodical purpose, knowing the target is close. We
see that he is, incredibly, carrying a box of LONG-STEM ROSES. Like
some hopeful guy with a hot date.

43C THE COP is pointed toward the arcade by come kids hanging out at the
multi-cinema. He walks into the maze of kids engaged in synthesized
combat. Cheap electronic effects blare above the crowd noise.

43D JOHN is shooting down MiGs at Mach 2. His friend Tim slides up next
to him. Taps him on the shoulder, trying to play it cool.

TIM
Some cop is scoping for you, dude.

John looks around the corner of the "Afterburner" ride. Sees the cop
showing a picture to some of the kids. The kids point his way.

John ducks just as the cop glances over. He slinks out the other side
of the ride and heads for the back of the store, instinctively
retreating. Sarah has taught him that cops are bad news.

THE COP scans the crowded arcade. Glimpses John, looking back as he
moves around a row of machines. Starts toward him.

JOHN sees the cop homing in and starts walking fast. Looks back.
THE COP is shoving through clots of kids. One of them is slammed to
the floor. As eddy of outrage behind the cop as he gains speed.
John breaks into run. So does the cop.
Kids scatter like ten-pins as the cop charges after John.
John sprints through the arcade's back officer and store-rooms.

44 INT. SERVICE CORRIDOR

John emerges through a firedoor into a long corridor with connects
to the parking garage. He's running full out, when around the corner
ahead of him comes...

TERMINATOR. Time stretches to nightmarish crawl as John tries to
brake to a stop. Terminator reaches into the box of roses.
 SLOW MOTION. The cold back steel of the SHOTGUN emerges at the box
falls open, the roses spilling to the floor. TERMINATOR'S BOOT
crushes the flowers as it moves forward.

JOHN, transfixed by terror, is trapped in the narrow featureless
shooting gallery of the corridor. THE SHOTGUN COMES UP. Terminator
expressionlessly strides forward. Jacks a round into the chamber,
slow and fluid.

John looks behind him for a place to run. Sees the cop coming toward
him, pulling his Beretta pistol. Incredibly, John realizes the cop
is aiming his gun at him!
John looks back at Terminator. He is starting into the black muzzle
of the 10-gauge now. Aimed right at his head. He realizes he's
screwed. Then something crazy happens...

TERMINATOR
Get down.

John instinctively ducks. Terminator pulls the trigger. KABOOM!

THE COP catches the SHOTGUN'S BLAST square in the chest just as he
fires the pistol. The pistol's shot goes wild.

TERMINATOR pumps another round into him. The another. And another.
Advancing a step each time he fires, he empties the shotgun into the
cop, blowing his backward down the corridor. The sound is DEAFENING.
Then silence.

THE COP lies still on his back.

44A Terminator is now standing right over John. They both watch as the
cop, incredibly, sits up unharmed and gets to his feet. Terminator
grabs John roughly by his jacket. Clutches the kid to his chest
then spins around at the cop opens fire with the Beretta.

44B The "cop", who not only isn't a cop, he clearly isn't even human,
pulls the trigger so fast it almost seems like a machine-pistol.

ON TERMINATOR'S BACK, as the 9mm slugs slam into it, punching bloody
holes in the motorcycle jacket.

JOHN is bug-eyed with fear, but completely unscratched. Terminator's
body has blocked the bullets.

The Beretta CLACKS empty. Terminator turns at the sound.
Shoves John behind a Coke machine. Drops the empty shotgun. Starts
walking toward the "cop".
The empty magazine clatters to the floor.
The cop inserts another one. Snaps back the slide.
Terminator still has twenty feet to go.
He doesn't break his purposeful stride.

The cop opens fire. Bullets rake Terminator's chest. He doesn't
even flinch.
Ten feet to go. BLAM BLAM BLAM BLAM! Neither the cop nor Terminator
show the slightest change in expression as the gun rips Terminator's
wardrobe to shreds.
 CLACK. The pistol empties again. Terminator stops two feet in front
of the cop. The appraise each other for a second.

We realize now that the cop is a terminator too. We don't know the
details yet, but let's call him the T-1000 (since that's what he is).
A newer model than the one we've come to know so well (the 800
Series "Arnold"). This guy's a prototype... and he's got quite a
few surprises.

T-1000 AND TERMINATOR size each other up. Terminator moves first.
He grabs T-1000 in his massive hands but the T-1000 snaps back with a
counter-grip. After about two seconds of intense slamming, the walls
on both sides of the corridor have all the plaster smashed in, and
the two battling machines have blasted through the wall and
disappeared.

JOHN, totally stunned by all this, remembers to move. He staggers to
his feet. Stumble-runs toward the parking garage.

44C THIRD LEVEL CONCOURSE. A plate glass window EXPLODES and Terminator
crashes through to the tile floor like a sack of cement amid the
screaming crowd.

44D T-1000 turns without a word and heads back through the store after
John, accelerating slowly into a loping, predatory run.

44E Terminator is totally still. A JAPANESE TOURIST cautiously steps
forward and takes a picture of the body. Suddenly, Terminator's
eyes snap open. The stunned tourist backs away.

He sits up and looks around. Gets his bearings. Rises smoothly to
his feet. All servos seem to be working fine. The tourist's camera
whirs as the motor-drive runs on by itself, taking shot after show.
The owner isn't even looking through the eyepiece, he's so shocked.

45 INT. PARKING GARAGE

John is frantically pumping the kick-start of his bike, scared
shitless and the damned thing won't start. His hands are shaking so
badly he can't find the choke. He looks up to see --
The T-1000 running down the corridor toward him.
John fumbles with the choke. The bike catches. He slams it in gear
and spins the bike out into the main aisle of the garage.

John looks back... the T-1000 is behind him, running. He twists the
throttle and guns the little bike forward. Incredibly, the T-1000
is gaining. This nightmare isn't happening. John races out the exit
ramp, and charges right into the street.

46 EXT. STREET

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

46A IN THE TRUCK. The driver hears a thump as something slams against his
door, then feels himself pulled right out. T-1000 slides in and
 takes his place. The truck is still rolling along about 25 mph.
T-1000 accelerates after John without missing a beat. It can see him,
up ahead, weaving through traffic.

46B Out of the garage entrance, Terminator roars onto the street on the
Harley.
He accelerates after the others.

47 EXT. FLOOD CONTROL CHANNEL

John slides his bike down the service ramp faster than he's ever done
it before. He races along the bottom of the canal, turning into a
narrower tributary which has vertical sides.

He looks back. No sign of pursuit.
47A Suddenly he sees the sun blocked out by a great shadow.
The Kenworth tow-truck... big as a house, all chrome and roaring
diesel engine... crashes through the fence and launches itself right
into the center of the canal.

It crashes down, 15 feet to the ground, going about 60, hits at an
angle and tears into the concrete wall with a hideous grinding of
metal. It ricochets back and forth between the walls then, bellowing
like a gunshot stegosaurus, it just keep on plowing forward, gathering
speed.

47B John looks back and sees this wall of metal almost filling the narrow
concrete canal and he milks every last bit of throttle the little bike
has. The Kenworth is all muscle, tearing along the canal like a train
in a tunnel. Its big tires send up huge sheets of muddy spray,
backlit in the setting sun. It looks like some kind of demon. And...
it's gaining.

47C ABOVE THEM, on the service road running parallel, Terminator is
fighting to overtake them. He looks down and sees John with the tow-
truck from Hell catching up to him. It is only about twenty feet
behind him and still gaining.

47D ANGLE IN THE CANAL, looking back past a desperate John, at the wall
of metal filling frame behind him.

47E ABOVE, Terminator cuts the bike suddenly hard to the left, leaving the
road. Hitting an earth embankment just right, he jumps the bike into
the air like Steve McQueen in "The Great Escape" and vaults the fence
bordering the canal. It slams down at the edge of the canal and tears
along, inches from the drop-off on a dirt path, accelerating past the
truck in the canal below.

47F John hits some water and slews momentarily, loosing speed. The
massive push-plate on the front of the truck slams into his back
fender. Panicked, he pulls a little ahead. All this is happening at
about sixty miles and hour. Top speed for the little dirt bike.
47G SLOW MOTION as Terminator jumps the bike again. This time the 700-
pound Harley sails out into space and drops into the canal. It arcs
down between the truck and John, hitting on its wheels. It bottoms
out, an explosion of sparks under the frame. Only the ultra-fast
reflexes of a machine could keep the bike upright. Terminator fights
for control.

47H He guns the throttle and the powerful bike roars up beside John's tiny
Honda.
Terminator sweeps the kid off his machine with one arm and swings him
onto the Harley, in front of him. John's Honda weaves and falls,
smashing instantly under thundering tires.

The Harley roars ahead. It hits eighty. Ahead is an overpass, and
supporting it is an abutment which bisects the canal into two
channels. The Harley thunders into one channel, which is essentially
a short tunnel.

47I The truck can't fit on either side. Neither can it stop, at that
speed. Tires locked, it slides on the muddy concrete and piles into
the concrete abutment at seventy.

47J Terminator and John emerge from the tunnel, looking back to see a
fireball blasting through behind them as the truck's side-tanks
explode.

Terminator stops the Harley. John peers around his body to see the
destruction. A burning wheel wobbles out of the tunnel and flops in
the mud. Terminator revs the bike and they roar away, down the canal,
disappearing around a bend.

47K ANGLE ON THE FIRE, as a column of black smoke rises from the overpass.
Smoke boils from the tunnel as well, and inside it is a solid wall of
flame. A figure appears in the fire.
Just an outline. Walking slowly... calmly.
The figure emerges from the flames.

It is human-shaped but far from human. A smooth chrome man. Not a
servo-mechanism like Terminator is underneath, with its complex
hydraulics and cables... this thing is a featureless, liquid chrome
surface, bending seamlessly at knees and elbows as it walks. It
reminds us of mercury. A mercury man. Its face is simple, unformed.
Unruffled by thousand-degree heat, it walks toward us.

With each step detail returns.
First the shape and lines of its clothing emerge from the liquid
chrome surface, then finer details... buttons, facial features,
ears...

47K But it's still al chrome. With its last step, the color returns to
everything. It is the cop again... handsome young face, blond hair,
mustache. Icy eyes. It stops and looks around.

It is a perfect chameleon. A liquid metal robot. A killing machine
with the ultimate skills of mimicry for infiltration of human society.

47L ANGLE NEARBY, as several police cruisers and a fire truck pull up.
T-1000 climbs out of the canal behind them. More cops arrive. T-1000
 blends in perfectly. There are always cops at diasters and scenes of
violence. We now see why its choice of protective mimicry is so
perfect.

It walks among the other cops unnoticed.
Gets into one of the squad cars. Starts it and drives away.

48 EXT. SIDE STREET - NIGHT

Terminator, with John in front of him on the Harley, roars down the
empty street. John cranes his neck around to get a look at the
person/thing he is riding with. The image is strangely reminiscent
of father/son, out for an evening ride.

John is still in shock from the experience of what just happened and
he's just a ten-year kid, but he's also John Connor who will someday
rise to greatness, and we see a bit of that in him even know.

JOHN
Whoa... time out. Stop the bike!

Terminator immediately complies. He leans the bike into a turn.
They head into a nearby alley.

49 EXT. ALLEY

Terminator and John rolls into the alley and come to a stop. John
slides off the gas tank. Terminator impassively stares at him. John
checks him out. Tentatively speaks.

JOHN
Now don't take this the wrong way, but you are
a terminator, right?

TERMINATOR
Yes. Cyberdyne Systems, Model 101.

JOHN
No way!

John touches Terminator's skin. Then the blood on his jacket.
His mind overloads as the reality of it hits him.

JOHN
Holy shit... you're really real! I mean...
whoah!
(stepping back)
You're, uh... like a machine underneath, right...
but sort of alive outside?

TERMINATOR
I'm a cybernetic organism. Living tissue over
a metal endoskeleton.

JOHN
This in intense. Get a grip, John. Okay, uh...
you're not here to kill me... I figured that part
out for myself. So what's the deal?
 TERMINATOR
My mission is to protect you.

JOHN
Yeah? Who sent you?

TERMINATOR
You did. Thirty years from now you reprogrammed
me to be your protector here, in this time.

John gives him an amazed look.

JOHN
This is deep.

50 EXT. STREET - NIGHT

John and Terminator on the bike again, weaving through the side
streets. They blend into the evening traffic. In the darkness,
Terminator's wounds are not readily visible. John cranes his head up
and back.

JOHN
So this other guy? He's a terminator too,
right, like you?

TERMINATOR
Not like me. A T-1000. Advanced prototype.
A mimetic polyalloy.

JOHN
What does that mean?

TERMINATOR
Liquid metal.

JOHN
Radical.

TERMINATOR
You are targeted for termination. The T-1000
will not stop until it complete its mission.
Ever.

John mulls that over.

JOHN
Where we going?

TERMINATOR
We have to leave the city, immediately. And
avoid the authorities.

JOHN
Can I stop by my house?
 TERMINATOR
Negative. The T-1000 will definitely try to
reacquire you there.

JOHN
You sure?

TERMINATOR
I would.

CUT TO:

51 EXT. PAYPHONE

John is quickly going through his pockets for change. He has plenty
of bills but no quarters.

JOHN
Look, Todd and Janelle are dicks but I gotta
warn them. Shit! You got a quarter?

Terminator reaches past John and smashes the cover plate off the
phone's cash box with the heel of his hand. A shower of change
tumbles out. Terminator hands one to John. John dials.

52 INT. VOIGHT HOUSE - KITCHEN - NIGHT

Janelle Voight picks up the kitchen phone and cradles it with her
shoulder which she continues to chop vegetables with a large knife.
She answers sweetly.

JANELLE
Hello?

JOHN
(filtered through phone)
Janelle? It's me.

In the backyard, John's German Shepherd is going bonkers, barking at
something.

JANELLE
John? Where are you, honey? It's late. You
should come home, dear. I'm making a casserole.

AT THE PAYPHONE. John listens, an odd look on his face. He covers
the phone's mouthpiece and turns to Terminator.

JOHN
(whispering)
Something's wrong. She's never this nice.

IN THE VOIGHTS' KITCHEN. Todd comes through the kitchen's back door.
Just home from work. He ignores Janelle and opens the fridge. Grabs
a carton of milk. Takes a sip. Frowns at the dog's barking.
 TODD
What the hell's the goddamn dog barking at?
SHUT UP, YOU MUTT!

TIGHT ON JANELLE as Todd growls around the kitchen behind her. He
passes OUT OF FRAME next to her. Janelle switches the phone to her
other hand then... THUNK! Her free hand seems to do something out of
frame. There is a gurgling, and the sound of liquid dribbling onto
the floor. (Don't go away. We'll find out what happened in a moment)

AT THE PAYPHONE

JOHN
The dog's really barking. Maybe it's already
there. What should I do?

Terminator takes the phone from John's hand. Janelle's voice is
floating through the receiver.

JANELLE
(filtered)
John? John, are you okay?

Terminator speaks into the phone in a perfect imitation of John's
voice...

TERMINATOR
(in John's voice)
I'm right here. I'm fine.
(to John, a whisper)
What's the dog's name?

JOHN
Max.

Terminator nods. Speaks into the phone.

TERMINATOR
Hey, Janelle, what's wrong with Wolfy? I can
hear him barking. Is he okay?

JANELLE
(filtered)
Wolfy's fine, honey. Where are you?

Terminator unceremoniously hangs up the phone. Turns to John.

TERMINATOR
Your foster parents are dead. Let's go.

Terminator heads for the bike. John, shocked, stares after him.

53 INT. VOIGHT HOUSE/KITCHEN

Janelle hangs up the phone. Her expression is neutral. Calm.

PAN OVER along her arm, which is stretched out straight from the
shoulder. Partway along its length her arm has turned smoothly into
 something else... a metal cylinder which tapers into a sword-like
spike. Now we see Todd Voight PINNED TO A KITCHEN CABINET by the
spike which has punched through his milk carton, through his mouth
and exits the back of his head into the cabinet door. His eyes are
glassy and lifeless.

The spike is withdrawn -- SWIISHHTT! -- so rapidly, Todd is actually
standing there a second before he slumps out of sight. THUMP.
53A Janelle doesn't bat an eye as the spike smoothly changes shape and
color, transforming back into a hand, and then...

53B JANELLE CHANGES rapidly into the COP we now know as the T-1000. The
change has liquid quality. T-1000 opens the back door.

54 EXT. VOIGHT HOUSE/BACKYARD - NIGHT

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

55 EXT. PARKING LOT - NIGHT

Dark. Off a quiet street. Terminator stands near the Harley,
watching John pace before him. John's brain is calling time-out.
This is all too weird.

JOHN
I need a minute here, okay? You're telling me
it can imitate anything it touches?

TERMINATOR
Anything it samples by physical contact.

John thinks about that, trying to grasp their opponent's parameters.

JOHN
Like it could disguise itself as anything...
a pack of cigarettes?

TERMINATOR
No. Only an object of equal size.

John's still reeling from meeting one terminator, which now seems
downright conventional next to the exotic new model.

JOHN
Well, why doesn't become a bomb or something to
get me?

TERMINATOR
It can't form complex machines. Guns and
explosives have chemicals, moving parts. It
doesn't work that way. But it can form solid
metal shapes.
56 INT. VOIGHT HOUSE - NIGHT

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

56A In John's bedroom the T-1000 begins searching methodically in the
dark.
Calmly and dispassionately ripping the room apart for any clues that
could lead it to its target. T-1000 finds a box of audio cassettes
marked "Messages from Mom". In it are some letters, and envelopes
filled with snapshots. It begins looking through some of the
photos...

SHOT OF JOHN AND SARAH during the missing years. Sarah in olive
cammos with an RPG 7 grenade launcher, teaching John how to aim.
Sarah with a group of military-clad Guatemalan men, standing next to
cases of Stinger missiles. John and Sarah in a Contra camp, deep in
the mountains.

57 EXT. PARKING LOT - NIGHT

John is now sitting on the curb, lost in stunned thought. Terminator
stands above him, watching the street like a Doberman. He glances
down at John.

JOHN
We spent a lot of time in Nicaragua... places
like that. For a while she was with this crazy
ex-Green Beret guy, running guns. Then there
were some other guys. She'd shack up with
anybody she could learn from. So then she
could teach me how to be this great military
leader. Then she gets busted and it's like...
sorry kid, your mom's a psycho. Didn't you
know? It's like... everything I'd been brought
up to believe was just made-up fantasy, right?
I hated her for that.
(he looks up)
But everything she said was true.
(he stands)
We gotta get her out of there.

TERMINATOR
Negative. The T-1000's highest probability for
success now would be to copy Sarah Connor and
wait for you to make contact with her.

JOHN
Oh, great. And what happens to her?

Terminator's reply is matter-of-fact.

TERMINATOR
Typically, the subject being copied is
terminated.
 JOHN
TERMINATED!? Shit! Why didn't you tell me?
We gotta right now!

TERMINATOR
Negative. She is not a mission priority.

JOHN
Yeah, well fuck you, she's a priority to me!

John strides away. Terminator goes after him and grabs him arm.
John struggles against the grip. Which doesn't do him much good.

JOHN
Hey, goddammit! What's your problem?

Starts dragging John back to the bike. John spots a couple of
collage-age slab-o-meat JOCK-TYPES across the street and starts
yelling to them.

JOHN
Help! HELP!! I'm being kidnapped! Get this
psycho off of me!

The TWO JOCKS start toward him. John yells in outrage to Terminator.

JOHN
Let go of me!!

To his surprise, Terminator's hand opens so fast John falls right on
his butt.
He looks up at the open hand.

JOHN
Oww! Why'd you do that?

TERMINATOR
You told me to.

John stares at him in amazement as he realizes...

JOHN
You have to do what I say?!

TERMINATOR
That is one of my mission parameters.

JOHN
Prove it... stand on one foot.

Terminator expressionlessly lifts one leg.
John grins. He's the first on his block...

JOHN
Cool! My own terminator. This is great!
The two guys get there and look at Terminator standing there calmly
with one leg up in the air. This big guy in black leather and dark
glasses, standing like a statue.

FIRST JOCK
Hey, kid. You okay?

John turns to him. No longer needing to be rescued.

JOHN
Take a hike, bozo.

FIRST JOCK
Yeah? Fuck you, you little dipshit.

JOHN
Dipshit? Did you say dipshit?!
(to Terminator)
Grab this guy.

Terminator complies instantly, hoisting him one-handed by the collar.
the guy's legs are pinwheeling.

JOHN
Now who's the dipshit, you jock douchebag?

Immediately, things get out of hand. The guy's friend jumps behind
Terminator and tries to grab him in a full nelson --
Terminator throws the first guy across the hood of a car --
Grabs the second by the hair, whips out his .45 in a quick blur, and
aims the muzzle at the guy's forehead.
John grabs Terminator's arm with a yell as he pulls the trigger --
John's weight is just enough to deflect the gun a few inches. The
guy flinches, stunned by the K-BOOM next to his ear. He stares,
shocked. Pissing himself. John is freaking out, too.
He screams at Terminator.

JOHN
Put the gun down! NOW!!

Terminator sets the .45 on the sidewalk. John scoops it up fast then
turns to the shocked civilians, who can't believe what just happened.

JOHN
Walk away.

They do. Fast. John grabs Terminator by the arm and tugs him toward
the bike. John still holds the gun, reluctant to give it back.

JOHN
Jesus... you were gonna kill that guy!

TERMINATOR
Of course. I'm a terminator.

John stares at him. Having your own terminator just became a little
bit less fun to him.
 JOHN
Listen to me, very carefully, okay? You're not
a terminator any more. Alright? You got that?
You can't just go around killing people!

TERMINATOR
Why?

JOHN
Whattaya mean, why? 'Cause you can't!

TERMINATOR
Why?

JOHN
You just can't, okay? Trust me on this.

Terminator doesn't get it. John just stares at him. Frightened at
what just almost happened. He gets a glimpse of the responsibility
that comes with power. Finally he hands the .45 back to Terminator,
who puts it away.

JOHN
Look, I'm gonna go get my mom. You wanna come
along, that's fine with me.

CUT TO:

58 INT. VOIGHT HOUSE/BEDROOM - NIGHT

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

CUT TO:

59 CLOSE ON A BLACK & WHITE PHOTOGRAPH. The image is a nightmare from
the past. It is a surveillance camera still-frame from the L.A.
police station where the first terminator made such an impression in
1984. We see the blurry forms of the cop frozen in the emergency
lights of a burning corridor.

A black-clad figure stands at the end of the corridor. The guy has
short-cropped hair and dark glasses. An AR-80 assault rifle in one
hand, and a 12-gauge in the other -- holding them both like toy
pistols.
ANOTHER PHOTO is slapped on top of the first. Another still-frame
blow-up is placed over the last. Terminator looms in CLOSEUP.

DETECTIVE WEATHERSBY (O.S.)
These were taken at the West Highland police
station in 1984. You were there.

WIDER. We're in --
59A INT. INTERVIEW ROOM/PESCADERO - NIGHT

The photos are lying on the table in front of Sarah, placed there by
DETECTIVE WEATHERSBY. His partner DET. MOSSBERG, and Dr. Silberman,
sit at the table as well. Two uniformed cops, plus Douglas, stand by
the door. Sarah stares listlessly at the top photo. She's
withdrawn, haggard... drugged-looking.

MOSSBERG
He killed seventeen police officers that night.
Recognize him?

Weathersby slaps another black-and-white eight-by-ten on the table.
A closeup of Terminator taken by the Japanese tourist at the mall.
It's the same face.

MOSSBERG
This one was taken by a Japanese tourist today.

Sarah doesn't react. It's hard to tell she's thinking. Whether she's
up hope or is just in a drugged stupor.

WEATHERSBY
Ms. Connor, you've been told that your son's
missing. His foster parents have been murdered,
and we know this guy's involved. Talk to us.
Don't you care?

Sarah stares up at him. A cold and empty stare. He glances at
Silberman.
Then at his partner.

MOSSBERG
We're wasting out time.

One of the uniformed cops opens the door and Mossberg strides into
the hall. Weathersby and the two uniforms follow him out, with
Silberman right behind.

SILBERMAN
Sorry, gentleman...

TIGHT ON SARAH, slumped under the bright lights. Totally out of it.
Then we see her hand, creeping along the edge of the table toward the
stack of photos. She slips off the paper clip binding the stills
together, and hides it between her fingers. Douglas jerks her up by
the arms and leads her out.

CUT TO:

60 INT. SARAH'S CELL

Douglas inches up the last of Sarah's restraints. Then her leans
over her... looking down. Even wrecked as she is, we see the beauty
in her face. He bends down. We think he's going to kiss her.
Instead he runs his tongue across her face like a dog would. She
seems not to even see him. Her dull eyes past him. He can't
provoke a reaction. Even here, strapped down, the two of them alone,
 she give him no superiority. He smirks and leaves. We hear the
sound of his night-stick tapping its way down the corridor, growing
fainter.

Sarah's eyes snap suddenly alert. There is intensity and resolve in
them. She slips the paper clip out from between her fingers and
awkwardly spreads it open into a straight piece of wire. With slow,
painful concentration she moves it toward the lock of the restraints
that bind her wrists to the bed at her sides.

CUT TO:

61 EXT. ROAD - NIGHT

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

CUT TO:

62 INT. SARAH'S CELL

TIGHT ON RESTRAINT LOCK as it unlatches... successfully picked by
Sarah's paper clip. This is not an easy thing to do. But Sarah
taught herself a lot of things in her years of hiding.

SARAH, her hands free, sits up and releases the Velcro straps on her
feet. She rolls off the bed and we see her in a whole new light.
She is totally alert, almost feral in her movements.

CUT TO:

63 EXT. HOSPITAL ENTRANCE

GUARD SHACK. A bored security guard glances up as an LAPD black-and-
white pulls up. He raises the barricade and nods at the T-1000/cop
as it passes.

THE CRUISER pulls in next to the other police vehicles. The T-1000
walks toward the main entrance.

CUT TO:

64 INT. SARAH'S CELL/CORRIDOR

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

65 IN THE CORRIDOR. Douglas the attendant is tapping his stick along
the wall like he does every night on his rounds. He shines a little
mag-light in the windows of the cells as he passes, barely slowing.

65A He rounds the corner. His footsteps echo in the dark hallway.
The tip of the stick hits the wall.
Tap, tap, tap... getting closer to Sarah's cell. He stops at the
door. He is about to shine his light in when he notices that a
 utility closet across the hall is open. He goes to shut it,
absently flicking his light into the dark closet. He notices
something strange among the buckets and cleaning supplies. A mop lies
on the floor, with its handle snapped off about halfway up. The
other half is missing.

Douglas ponders this for half a second, then hears a SOUND behind him
and spins around. The sound he heard was Sarah's cell door.
The missing two feet of MOP HANDLE fill his vision as it CRACKS
viciously across the bridge of his nose.

250 pounds of doughy attendant hit the floor like a sack of cement.
Sarah slams the makeshift baton down expertly across the back of his
head, bouncing him off the linoleum. Lights out, Douglas.
She drags him into her cell and locks him in with his own keys. Then
swaps her mop-handle for his nice heavy night-stick.

65B Sarah moves down the dark corridor, cat-stepping in her bare feet.
She holds the baton like a pro, laid back along the forearm, police-
style. She looks dangerous.

CUT TO: