>> I/ Terminator I

I/ Terminator I ( 2)

: I/ Terminator I.

I/ Terminator I

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.

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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.

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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.

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122 EXT. OFF RAMP/INTERSECTION - NIGHT 122

The sedan roars across the street without slowing and vanishes down a tree-lined side street.

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123 EXT. POLICE HELICOPTER - NIGHT 123

DOWN ANGLE - AERIAL past the chopper, F.G., as its searchlight sweeps over the close-knit treetops.

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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.

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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.

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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.

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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.

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

ANGLE THROUGH WINDSHIELD, ON TERMINATOR, as he searches. Streetlights flare across rhythmically.

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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.

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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.

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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.

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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.

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138 INT. BUICK - NIGHT 138

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

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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.

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140 INT. BUICK - NIGHT 140

The rear window explodes and Reese ducks, then cranks the wheel.

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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.

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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.

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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.

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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!

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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.

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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.

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148 INT. BUICK - NIGHT 148

Sarah grabs the shift lever.

DETAIL - SHIFTER, as she slams it into reverse.

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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.

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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.

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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?

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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167B INT. VUKOVICH'S OFFICE 167B

Sarah's terror skyrockets when the ceiling lamp explodes and the office goes black.

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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.

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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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I/ Terminator I.
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