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                  " T E R M I N A T O R "

                            by

                       James Cameron



    Registered WGAw

    Fourth Draft
    April 20, 1983

                         TERMINATOR

A1 TITLE SEQUENCE - SLITSCAN EFFECT A1

1 EXT. SCHOOLYARD - NIGHT 1

    Silence.  Gradually the sound of distant traffic becomes
    audible.  A LOW ANGLE bounded on one side by a chain-link
    fence and on the other by the one-story public school build-
    ings.  Spray-can hieroglyphics and distant streetlight sha-
    dows.  This is a Los Angeles public school in a blue collar
    neighborhood.

    ANGLE BETWEEN SCHOOL BUILDINGS, where a trash dumpster looms
    in a LOW ANGLE, part of the clutter behind the gymnasium.
    A CAT enters FRAME.  CAMERA DOLLIES FORWARD, prowling with
    him through the landscape of trash receptacles and shadows.

    CLOSE ON CAT, which freezes, alert, sensing something just
    beyond human perception.

    A sourceless wind rises, and with it a keening WHINE.
    Papers blow across the pavement.
    The cat YOWLS and hides under the dumpster.
    Windows rattle in their frames.
    The WHINE intensifies, accompanied now by a wash of frigid
    PURPLE LIGHT.  A CONCUSSION like a thunderclap right over-
    head blows in all the windows facing the yard.

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

1A/FX ANGLE - DUMPSTER 1A/FX

    ELECTRICAL DISCHARGES arc from the dumpster to a water
    faucet and climb a drain pipe like a Jacob's Ladder.

                                          CUT TO:

2 EXT. SCHOOLYARD - NIGHT 2

    SLOW PAN as the sound of stray electrical CRACKLING subsides.
    FRAME comes to rest on the figure of a NAKED MAN kneeling,
    faced away, in the previously empty yard.
    He stands, slowly.
    The man is in his late thirties, tall and powerfully built,
    moving with graceful precision.

    C.U. - MAN, his facial features reiterate the power of his
    body and are dominated by the eyes, which are intense, blue
    and depthless.  His hair is military short.

    This man is the TERMINATOR.

    He glances down, taking calm inventory of himself, and
    notices that a fine white ash covers his skin.  He brushes
    at it unconcernedly as he walks toward the fence, scanning
    his surroundings.

                                          CUT TO:

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

    CAMERA MOVES UP as Terminator approaches the schoolyard fence
    beyond which is an embankment rolling down in darkness to the
    cityscape below.  The school is perched at the edge of a pro-
    montory offering a respectable view of the urban sprawl teem-
    ing and glistening under a sullen sky.  The night clouds are
    shot through with occasional flashes of LIGHTNING, presaging
    a thunderstorm.

    Terminator stands, hands on hips in prefect symmetry, gazing
    down at the city as the CAMERA REACHES FULL HEIGHT.

                                          CUT TO:

3 EXT. PLAYGROUND - NIGHT 3

    A beer bottle SMASHES on the ground.  PULL BACK to include
    its ex-owner and his two compatriots, YOUTH GANG MEMBERS,
    lounging on the jungle gym of a deserted playground.  They
    sport nondescript PUNK REGALIA...torn T-shirts, fatigue
    pants, combat boots or high-top sneakers, leather jackets.

    The leader notices something and sits up.

                            LEADER
                       (pointing)
                 Hey, hey...what's wrong with
                 this picture?

    ANGLE - REVERSE, seen past the lounging toughs, Terminator
    walks naked into a pool of streetlight, striding purpose-
    fully toward them.

    ANGLE - OVER TERMINATOR'S SHOULDER, as he approaches them.
    They slide from their perches and drop easily to the ground
    liquid shadows.

                            LEADER
                 Nice night for a walk, eh?

    Terminator stops right in front of them.

                            TERMINATOR
                       (without inflec-
                       tion)
                  Nice night for a walk.

    They surround him, all swagger and malign good humor.

                            SECOND PUNK
                  Washday tomorrow, huh?  Nothing
                  clean, right?

    Terminator eyes them without expression, unhurried.
    Reptilian.

                            TERMINATOR
                  Nothing clean.  Right.

                            LEADER
                  This guy's a couple bricks
                  short.

    Terminator turn to the second punk, ignoring the
    others.

                            TERMINATOR
                  Your clothes.  Give them to me.

    The punks exchange glances, dismayed.

                            TERMINATOR
                       (coldly)
                  Now.

                            SECOND PUNK
                       (bracing)
                  Fuck you, asshole.


    Without warning Terminator hammer-punches him in the temple
    with blinding speed.  The blow flings him with a CLANG into
    the jungle gym.  He drops to the ground in a still heap,
    eyes open, twitching.

    The leader whips out his SWITCHBLADE and slashes in one
    motion.  Terminator ducks back and catches the knife-
    wielder's wrist in an inhuman grip.  Then he punches the
    leader with piledriver force just below the breastbone.

    ANGLE - PAVEMENT, as the knife clatters down.  The punk's
    combat boots are on tiptoe, barely touching the ground.

    ANGLE - TWO SHOT, Terminator and the leader are close
    together as if dancing, but motionless.  Their bodies are in
    total shadow.  The punk's eyes are wide, his veins distended
    with an agonizing pressure.  Terminator jerks his fist back
    with a WET SOUND and the other drops OUT OF FRAME.

    The last tough is stumbling away, gaping with terror.  He
    backs into a chainlink fence, turns to run along it, finds
    he is in a corner.

    Terminator takes a step toward him, his gaze ominous.

    The punk begins shakily stripping off his clothes.
    Thunder peals overhead.

                                           CUT TO:

4 EXT. STREET/NEARBY - NIGHT 4

    A light RAIN begins to fall.
    Terminator emerges onto the street from the playground,
    pausing in the pool of light under a streetlight to hike
    the collar of the punk's jacket.
           The rain streams down over his face, running into
    and over his eyes.  They do not blink.

                                           CUT TO:

5 EXT. DOWNTOWN STREET/ALLEY - NIGHT 5

    Another part of the city.  Seedy apartments and storefronts.
    The streets glisten, hissing with sporadic late night traffic.
    SLOW PAN AND DOLLY into the mouth of a narrow alley lined
    with trash containers and fire escapes.  From a recessed
    doorway, two filthy legs sprawl out onto the wet pavement.
    An angry, inarticulate DRUNKARD'S MONOLOGUE rises occasionally
    above the rain sounds.

    ANGLE - DOORWAY,  The derelict rouses from his bitter stupor
    as a brilliant purple glare lights up the wet brickwork
    around him.  A shockwave hurls trash into the air.
    Painted over windows shatter.
    Rat scurry, blinded.

    A FIGURE drops INTO FRAME as if out of the sky and smacks
    the pavement with a muddy splash.

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

    A NAKED MAN, compact and muscular, rises in a defensive
    crouch.  KYLE REESE is 22, but his face has been aged by
    ordeal, the mouth hard, eyes grim.  A crinkled burn scar
    traverses one side of his face from chin to forehead.  Other
    scars, from burns and bullets, mar his hard-muscled body.

    The rain washes a fine coating of white ash from his skin
    as electrical ARCS lace back and forth between the fire
    escapes behind him, HISSING and SPUTTERING.  The sound
    fades, then stops altogether, to be replaced by a rising
    scream of animal agony.

    Reese lurches to his feet and sprints across the alley.

                                           CUT TO:

5A/FX OMITTED 5A/FX

6 OMITTED 6

7 EXT. FIRE ESCAPE - NIGHT 7

    CAMERA MOVES WITH REESE as he leaps to the fire escape and
    clambers up to the first landing to crouch beside another
    NAKED MAN who appears to be entangled in the ironwork.  The
    man is contorted with pain as his screams die to a shivering
    gasp.  CLOSER ANGLE reveals that he has been skewered through
    the abdomen by the horizontal iron slats and through the
    shoulder by a railing.  He has materialized in the same
    space occupied by the fire escape structure.  The figure
    slumps, motionless.

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

    Reese descend to the alley floor and crosses to the drunk
    huddled in the doorway.

    A pair of flamboyantly dressed women, obviously working
    girls, passes by the alley mouth.  They do a double take
    when they see Reese, but walk on without breaking stride,
    completely jaded.  He's certainly not a potential customer.

    Reese crouches down as if to speak to the drunk.

                            DERELICT
                  Say, buddy...did you see a
                  real bright light?

                                           CUT TO:

8 EXT. ALLEY/SAME - NIGHT 8

    A brilliant white glare stabs into the alley mouth as an
    LAPD cruiser glides slowly by on the street.  The search-
    light illuminates the figure of Reese, crouching over the
    sprawled drunk, just pulling on the other's trousers.

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

                            FIRST COP
                  Hold it, right there!

    Reese hitches his pants and bolt like a shot.  The cops
    draw their guns and race into the alley after him.

    HANDHELD CAMERA or PANAGLIDE, rushing with Reese along the
    narrow alley.  He vaults a pile of tumbled trashcans.
    Whips around a corner.  Leaps the hood of a parked car in
    the cross alley.

    PANAGLIDE PRECEDING COPS, as they snake through the night
    maze.

                                           CUT TO:

9 EXT. CROSS ALLEY - NIGHT 9

    PANAGLIDE WITH REESE as he hits a chain link gate at a
    dead run and scrambles over it.

10 EXT. ALLEY JUNCTION - NIGHT 10

    WHIP PAN ON COPS, skidding to a stop at the corner in time
    to see Reese vault the fence.  They separate.

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

                                           CUT TO:

11 EXT. ALLEY/NEARBY - NIGHT 11

    LOW PANAGLIDE WITH REESE, running full tilt, displaying
    incredible agility.

    REESE'S POV, the alley walls blur by.  The view of a hot-
    wired rat in an urban maze.

    C.U. - REESE, CAMERA hugging him as he sprints and turns,
    alternately front-lit, side-lit and silhouetted as the
    electric glare of the city wheels about him.

    ANGLE - ALLEY MOUTH, Reese flashes though intermittent
    cross-lighting in the B.G.

    Another unit arrives out front and Reese melts back into
    the alley, only to see a cop round the corner behind him.
    Sandwiched.  Reese crashes into a steel door, rending the
    lock, and vanishes into the darkness within.

    The newly arrived cops are a K-9 unit.  They open the back
    door of the squad car to release a large black Doberman.

                                           CUT TO:

12 INT. DEPARTMENT STORE - NIGHT 12

    Reese finds himself among the display racks of a discount
    department store.  A searchlight stabs in the front
    window as he dashes into the maze of aisles.

    Three cops enter behind him through the shattered door.

    FAST PANAGLIDE WITH REESE, as he crab-runs low among the
    moving shadows where flashlights quarter the darkness.  He
    bolts the open space behind a display window.  Sees the
    outside searchlight sweep toward him.  Freezes.

    ANGLE - REESE, his feral face frozen among the smooth-
    featured, smiling mannequins.  As the light passes, Reese
    silently moves on.

    ANGLE - COP, passing the end of a long aisle B.G. while in
    the F.G. a hand ENTERS FRAME, removing a knit shirt from a
    hanger.  Reese slips the shirt on quietly and does a fast
    crab-walk across the aisles to melt into the other racks
    and shadows, CAMERA MOVING LOW with him.

                                           CUT TO:

13 INT. DEPARTMENT STORE/AISLE - NIGHT 13

    With a shocking GROWL the police dog hurtles out of the
    shadows, LEAPING RIGHT AT CAMERA.

    ANGLE - REESE AND DOG, a dark blur with teeth, extremely
    Doberman, flies toward Reese.  He spins.  Catches it by
    the throat in mid-air. Arcs it to the floor with unflinching
    precision.

    C.U. - DOBERMAN, suddenly on its back and held by the throat,
    THE DOG YELPS and stares at Reese, who leans very close.
    Inches from its eyes he fixes it with a gaze of uncompromis-
    ing dominance.  Some ancient communication seems to pass
    between the two.

    Reese releases the animal and turns his back on it, selecting
    a long overcoat from a rack.  The dog backs away from him,
    stiff-legged and confused.

                                           CUT TO:

14 INT. DEPARTMENT STORE - NIGHT 14

    TRACKING WITH REESE as he rounds a corner on the run, still
    shrugging into his long coat.
    Running smack at him is another cop, gun aimed.

    Without slowing, Reese leaps toward him, twisting in mid-air
    like a cat.  The cop FIRES. Misses.  Goes down under Reese's
    tackle and they slide together on the polished floor.

    Before they even come to rest Reese snatches the cop's gun,
    aiming it at the other's face two-handed.

                            REESE
                  What day is it?  The date...

                            COP
                  Thursday...uh...May twelfth.

                            REESE
                       (viciously)
                  What year?

    A SHOT whines off the metal side of an escalator behind
    Reese's head.  He vaults the escalator rail, leaving the
    amazed cop lying on the floor.

    Reese bounds up the frozen steps, pocketing the .38 Police
    Special in his coat.

    Cops dash through the maze of aisles, converging at the
    escalators.

                                           CUT TO:

15 INT. DEPARTMENT STORE/SECOND FLOOR - NIGHT 15

    WHIP PANNING WITH REESE, as he hurtles between displays.
    He stops for a moment beside a rack of shoes.  Slaps one of
    a pair of tennis shoes sole-to-sole against his bare foot.
    Too small.  Another.  Holding the shoes he runs on.

                                           CUT TO:

16 EXT. SECOND FLOOR FIRE ESCAPE LANDING - NIGHT 16

    A door opens quietly and Reese slips out.

    CAMERA TRACKS WITH HIM as he moves like a panther along the
    narrow catwalk.  TILT DOWN to include the first LAPD cruiser
    parked at the mouth of the alley.

                                           CUT TO:

17 EXT. ALLEY/STREET - NIGHT 17

    Reese drops cat-like beside the unattended police car.
    Cautiously, he opens the door of the cruiser, removes the
    RIOT GUN, an Ithaca pump model, from the dash rack and slips
    it under his coat.  Cradled in a vertical position, the
    shortened weapon is virtually invisible.

    He walks out onto the street and away,  unhurriedly, an
    innocuous pedestrian soon lost in the rain.

                                           CUT TO:

18 EXT. STREET/NEARBY - NIGHT 18

    Reese enters a telephone booth.  Harsh light rakes across
    his face, outlining the long scar.  He opens the directory,
    leafs through it.

    ANGLE - MACRO ON PAGE, Reese's finger slides down a column.
    Stops beside the following listings in the big metropolitan
    white pages:
    CONNOR, SARAH
    CONNOR, SARAH ANN
    CONNOR, SARAH J.

                                           DISSOLVE TO:

19 EXT. CITY STREET - MORNING 19

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

    MOVING WITH A GIRL on a MOPED as she zips through traffic.
    SARAH CONNER is 19, small and delicate-featured.  Pretty in
    a flawed, accessible way. She doesn't stop the party when
    she walks in, but you'd like to get to know her.  Her vulner-
    able quality masks a strength even she doesn't know exists.

    Sarah maneuvers nimbly, apparently in a hurry.

                                           CUT TO:

20 EXT. BIG BOB'S RESTRAUNT - DAY 20

    Sarah buzzes into the parking lot of Big Bob's Family
    Restaurant and chains the moped to the icon of Big Bob
    himself.  The fiberglass cherub holds up his mammoth
    hamburger in perpetual homage to whatever deity watches
    out for fat kids.
    Sarah removes a stack of college textbooks from the luggage
    carrier and tuns to go into the restaurant.

                            SARAH
                       (to Big Bob)
                  Watch this for me, big buns.

                                           CUT TO:

21 INT. BIG BOB'S/DINING AREA 21

    HIGH WIDE SHOT prominently featuring a VIDEO SURVEILLANCE
    CAMERA F.G. as Sarah enters below.  She passes under another
    video eye as she crosses the main floor of the wholesomely
    appointed eatery.  Sarah goes through the swinging STAFF
    doors under a third camera.

                                            CUT TO:

22 INT. MANAGER'S OFFICE 22

    The office is closet-like, lit by the glow of several
    security monitors.  CHUCK BREEN, day manager, pimply and
    officious,watches Sarah in an overhead view of the service
    corridor.  He punches a switch and reaches for a microphone
    on a studio gooseneck.

                                           CUT TO:

23 INT. SERVICE CORRIDOR 23

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

                            BREEN (V.O.)
                  Sarah?

    She answers the empty hallway.

                            SARAH
                  Yes, Chuck?

                            BREEN
                  Come to the office, please.

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

                                           CUT TO:

24 MANAGER'S OFFICE 24

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

                            SARAH
                  Mission control to Chuck,
                  come in...

                            BREEN
                       (without looking
                       up)
                  You're late.

    Sarah is undaunted.

                            SARAH
                  Aren't I worth waiting for?

                            BREEN
                  Not really.  Do you think you
                  can get here on time if I put
                  you on the floor as a waitress?

                            SARAH
                       (grinning)
                  I don't know.  I kinda had
                  my heart set on being a
                  cashier the rest of my life.

                            BREEN
                  The pay's the same but you'll
                  make more in tips.

                            SARAH
                  Thanks, Chuck.  I need the

                  money.  Can I still work the
                  hours around my classes?

    Breen turns to punch up a display on the restaurant's
    small accounting computer.  Sarah looks over his shoulder
    as he modifies the week's schedule.

                            BREEN
                  Mmm.  Same schedule's okay.

                            SARAH
                  Alright!

                            BREEN
                       (gravely)
                  Can you handle it?

                            SARAH
                  It's not brain surgery,
                  Chuck.

    Breen hands her an apron ceremoniously.

                            BREEN
                  Here you go.  You're a
                  Bob's Girl now.  Nancy
                  will check you out.

                            SARAH
                  I won't let the fat kid down.

                                           CUT TO:

25 OMITTED 25

26 INT. LOCKER ROOM - DAY 26

    ANGLE - TIGHT ON LOCKER DOOR as it slams shut, revealing
    Sarah transformed into a "Bob's Girl".
    Her hair is in a bun.
    White blouse.  Short flared skirt and apron with a bow.
    She resembles a suburbanized peasant maid looking for a
    goat to milk.

    Sarah confronts her reflection in the mirror, pondering
    its absurdity.
    She pinches her sheeks.
    Smiles vacuously.

                            SARAH
                  Hi, I'm Sarah and I'll be
                  you waitress.
                      (pause)
                  I'm so wholesome, I could
                  puke.

                                           CUT TO:

27 EXT. PARKING LOT - DAY 27

    TIGHT ON CAR SIDE WINDOW, as a figure approaches, reflected
    in the glass.  A fist punches through the window, shattering
    it.  The thief unlocks the door and gets behind the wheel.
    It's Terminator.

                                           CUT TO:

28 INT. YELLOW MAVERICK - DAY 28

    With a blow from the heel of his hand Terminator smashes loose
    the ignition assembly and strips the wires with a brutal
    twist of his fingers.  Touching the proper wires he starts
    the car.

                                           CUT TO:

28A EXT. PAWN SHOP - DAY 28A

    Terminator walks past the long display window of an
    enormous pawnshop emporium.  Signs declare, among other
    things, GUNS and AMMO is red block letters.
    Terminator passes the appliance section, and the pictures
    on a row of TV sets distort and break-up sequentially as
    he walks by, returning to normal behind him.

    He enters the store.

                                           CUT TO:

29 INT. PAWN SHOP - DAY 29

    TIGHT ON GLASS COUNTERTOP as an AR-180 ASSAULT RIFLE WITH
    SCOPE is laid beside a number of other guns: a COLT K-
    MODEL .45 ACP, a SMITH AND WESSON .38 FOUR-INCH, a BERETTA
    .225 ACP.

                            TERMINATOR (V.O.)
                  ...the Remington 1100 Autoloader...

    WIDE as the CLERK, who looks like a sick lizard, pallid
    and paunchy, takes the rifle from a wall rack.  He lays it
    beside the arsenal of perfectly legal anti-human artillery
    already on the glass counter.
    Terminator scans expressionlessly for additional selec-
    tions.

                            CLERK
                  Anything else?

                            TERMINATOR
                  A phased plasma pulse-laser in
                  the forty watt range...

                            CLERK
                       (annoyed)
                  Just what you see, pal.

    He indicates the display case and wall racks with a
    minimal gesture.

                            TERMINATOR
                  The Uzi 9 millimeter.

                            CLERK
                       (setting  it out)
                  You know your weapons, buddy.

    Terminator examines each in turn, working the actions with
    curt, precise movements.

                            CLERK
                       (continuing)
                  Any one of them's ideal for
                  home defense. Which'll it be?

                            TERMINATOR
                  All.

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

                            CLERK
                  Maybe I'll close early.
                  Cash or charge?

    Instead of replying, Terminator takes a box of shotgun shells
    from a stack on the display case.

                            CLERK
                  Sorry, I can't sell the ammo
                  with the guns.  You'll have
                  to---Hey!

    Terminator has calmly begun feeding the shells into the
    shotgun.

                            CLERK
                       (continuing)
                  You can't to that...

                            TERMINATOR
                       (evenly)
                  Wrong.

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

                                           CUT TO:

30 EXT. GAS STATION/PHONE BOOTH - DAY 30

    The yellow Maverick pulls to a stop beside a single phone
    booth.

    MOVING WITH TERMINATOR, as he gets out, walks to the booth
    and rapidly pulls its occupant out by his greasy T-shirt,
    flinging him backward into the parking lot.  The guy is
    bear-like, slab-handed, but Terminator doesn't even glance
    back as he steps in to take the man's place.

                            MAN
                       (outraged)
                  Hey, man...

                                           CUT TO:

31 PHONE BOOTH

    A woman's voice, a faint reedy monologue, issues from the
    dangling receiver.
    Terminator leafs rapidly through the directory.

    ANGLE - C.U. PAGES FLIPPING

    ANGLE - MACRO SHOT, as Terminator's finger comes to rest
    beside a now-familiar listing:
    CONNOR, SARAH

                                           CUT TO:

32 INT. BIG BOB'S/DINING AREA

    Sarah is bustling about, trying to service the start of
    the dinner rush.  In waitress parlance, she's 'in it'.
    She runs the gauntlet between tables, precariously balancing
    two full dinner plates on one arm and hand-carrying a
    third.  A customer tugs on her apron for attention and she
    barely averts contributing the chili size to his wardrobe.

                            CUSTOMER
                  Honey, can I get that coffee
                  now?

                            SARAH
                  Yes sir, just a second.

    She reaches her table after near collisions with a Mexican
    busboy and two teenage girls doing cheerleading routines
    in lock-step.

                            SARAH
                  Who gets the Burly Burger?

                            CUSTOMER TWO
                  I ordered Barbecue Beef.

                            CUSTOMER THREE
                  Does mine come with fires?

                            CUSTOMER FOUR
                  He's got the Barbecue Beef,
                  I've got a Chili-Beef Deluxe.

                            SARAH
                  Okay, who gets the Burly Beef?

                            CUSTOMER AT NEXT TABLE
                  Miss, we're ready to order.


    In the process of setting down all the plates Sarah knocks
    over someone's water glass.

                            SARAH
                       (mopping fran-
                       tically)
                  Oh, sorry.  That's not real
                  leather, is it?

    As she cleans up the spill, a kid at the next booth reaches
    over and dumps a scoop of ice cream into the top pouch of
    Sarah's apron

    She stares down at the mess melting over her hard-earned
    and sags with defeat.  NANCY, a plump, gum-chewing waitress,
    stops beside her to whisper.

                            NANCY
                  Look at it this way: in a
                  hundred years, who's gonna
                  care?

                                           CUT TO:

33 EXT. SUBURBAN STREET - DAY

    ANGLE on a standard-issue L.A. suburban street with kids
    racing Big Wheels B.G.

    LOW ANGLE with the FRAME comprising a single house, toy-
    littered lawn and mailbox.  EXTREME F.G., by the curb, is
    a CHILD'S PLASTIC TRUCK.

    There is the sound of a CAR ENGINE approaching, and the
    front of the yellow Maverick appears, stopping at the curb.
    Its front tire  CRUSHES the toy.

    PANAGLIDE ON TERMINATOR, preceding him as he steps out of the
    car, pauses by the mailbox to check the name, and strides
    toward the house.

    A YOUNG BOY, playing in the driveway, watches him pass.  The
    boy's DOG, a small Terrier, growls low and mean, crouching
    back from Terminator.

    He rings the doorbell and waits, motionless.
    The door opens a few inches, held by a security chain,
    revealing a frail MIDDLE-AGED WOMAN in apron and rubber
    cleaning gloves.

                            TERMINATOR
                  Sarah Connor?

                            WOMAN
                  No, she's upstairs.  Who
                  shall I say is--

    Terminator breaks the chain and pushes past her as if she
    didn't exist.

                                           CUT TO:

33A INT. HOUSE/FOYER 33A

    PANAGLIDE ON TERMINATOR, preceding his as he crosses the
    foyer and mounts the stairs.  The woman starts after him.

                            WOMAN
                  What do you think you're--
                  My God!

    She gasps and stops in her tracks as Terminator smoothly
    pulls the .45 from under his jacket and snaps the cocking
    slide.

                            WOMAN
                       (screeching)
                  Oh my God...Sarah!

                                           CUT TO:

33B INT. BEDROOM 33B

    Installed on her bed for an afternoon of 'soaps' is the
    WRONG SARAH CONNOR.  ELECTRODE PADS exercise her doughy
    thighs as the 35 year old divorcee watches "GENERAL HOSPITAL".
    She calls out distractedly:

                            WRONG SARAH CONNOR
                  What is it, Mom?

    She jumps as the door BANGS open.  And stares in dumb
    amazement as the good-looking, intense-eyed man in the
    strange clothes raises a pistol.

    And aims it at her face.

    It all seems less real than "GENERAL HOSPITAL" in that
    half-second before he FIRES.

                                           CUT TO:

33C INT. FOYER 33C

    The mother is fumbling with a telephone when she hears
    the SHOT.  The silence stretches for several BEATS.  Then
    FIVE MORE SHOTS are heard.
    The woman screams and drops the phone as she stares upward.

    ANGLE ON CEILING above her.  With each successive shot a
    chuck of plaster explodes off the ceiling.

                                           CUT TO:

33D INT. BEDROOM 33D

    LOW ANGLE ON TERMINATOR, standing with the .45 aimed
    down at the dead woman, just OUT OF FRAME on the floor.
    He unhurriedly removes the spent clip, reloads the weapon
    and replaces it under his jacket.

    Crouching down, he turns the woman's body over, confirming
    that she is dead.

                                           CUT TO:

33E INT. FOYER 33E

    The mother is frantically dialing the phone.  She mis-
    dials, starts over.  Then stops as she hears the bedroom
    door open.

    Terminator stands at the head of the stairs.
    His hand is bloody where he grasped the dead woman's
    shoulder.

    He starts down the stairs.
    The mother stands paralyzed, unable to breathe.
    He reaches the main floor and walks toward her.
    She edges into a corner, eyes wide.
    He reaches out.

    And wipes his hands clean on her apron.

    Terminator walks out, without expression, leaving the
    woman to sag to the floor in a faint.

                                           CUT TO:

34 INT./EXT. SERVICE TUNNEL - DAY 34

    TIGHT ON KYLE REESE'S HANDS as they make the last few
    strokes with a hacksaw to sever the wooden stock from
    the riot gun.  It clatters to the ground, leaving a short
    stump, like a pistol grip.

    CUT WIDER as Reese hefts the weapon.  He is crouched in
    an underground service tunnel below a busy street.  Shadows
    of people walking across a grating in the sidewalk above
    him flicker past.  They can't see him in the darkness below
    their feet as he checks the gun's action carefully.  He
    slips it under his overcoat where it hangs from a jerry-
    rigged sling.

                                           CUT TO:

35 EXT. STREET - DAY 35

    Reese emerges from a stairwell behind a service station,
    his overcoat done up to the top button.
    He walks through the sparse morning crowd on the cluttered,
    overbuilt commercial street.
    He is out of sync.
    A stranger in a strange land.
    He holds himself tightly reined, cautious and feral as he
    moves among the unconcerned pedestrians.
    His eyes flick rapidly about.
    He is seeing this Babylon for the first time.

    Reese stops at a hole-in-the-wall take-out stand.  He
    watches people walk away with food.  Moves closer.
    Scrutinizes the next man as he orders.

                            TAKE-OUT CUSTOMER
                  Gimme a falafel with yogurt
                  dressing and, uh, Baco-bits.

    The counterman hands him his food and change wordlessly
    as Reese steps up.

                            REESE
                  Gimme a falafel with, uh,
                  yogurt and Baco-bits.

    The counterman barely looks up as he passes the mess
    through the window.

                            COUNTERMAN
                  That'll be one-sixty.

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

                            COUNTERMAN
                       (continuing)
                  Hey!  Son-of-a-bitch.

                                           CUT TO:

35 EXT. ALLEY - DAY 35

    Reese crouches in an alley, out of sight of passersby,
    wolfing his food.  The sauce runs down his sleeve but he
    doesn't notice.

                                           CUT TO:

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

    An old man with a shrunken, ungenerous face scowls at
    the menu as Sarah wipes the tabletop in front of him.

                            SARAH
                  I haven't seen you in here
                  lately, Mr. Miller.

                            MR. MILLER
                  What's it to ya?

                            SARAH
                  You must have a girlfriend.

                            MR. MILLER
                  That's none of your business.

                            SARAH
                  Aha!  Is she young?

    Mr. Miller lowers his menu and glares at her.

                            MR. MILLER
                  Compared to me she is.  How

                  come you're not at the cash
                  anymore?  They catch ya steal-
                  ing?

                            SARAH
                       (smiling)
                  What's it to ya?

    When she leaves, the old man is grinning, behind the menu,
    where no one can see him.

                                           CUT TO:

36 INT. BIG BOB'S/SERVICE CORRIDOR 36

    Sarah rounds the corner, walking fast as she undoes her
    apron.  She calls out to the walls without looking up.

                            SARAH
                  I'm on break, Chuck.  Carla's
                  got my station.

    As she approaches the locker room where the girls take
    their coffee breaks, the door bursts open and Nancy
    beckons to Sarah.

                            NANCY
                       (excitedly)
                  Hurry up.  It's about you...
                  I mean sort of...Come on!

                                           CUT TO:

37 INT. BIG BOB'S/BREAK ROOM 37

    Nancy guides Sarah to the small black and white portable
    TV in the corner.  Two other girls, smoking cigarettes
    with their shoes off and nyloned feet on the table, are
    already watching.  One glances at Sarah.

                            WAITRESS
                  Hey, Sarah.  This is weird.

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

                            TV ANCHORWOMAN
                  ...and a police spokesman at
                  the scene refused to speculate
                  on a motive for the execution-
                  style slaying of the Encino
                  housewife.  He did however say
                  that an accurate description of
                  the suspect has been compiled
                  from several witnesses.  Once
                  again, Sarah Connor, thirty-five,
                  mother of two, brutally shot to
                  death in her home this afternoon.

    As the news grinds on, Sarah gazes unseeingly at the screen.
    Nancy claps her on the shoulder, laughing.

                            NANCY
                  You're dead, honey.

                                           CUT TO:

38 EXT. HEALTH CLUB - DUSK 38

    Sunlight is dying when Sarah swings her moped to the curb
    in front of the 'GOOD LIFE SPA', a large, crowded health
    club.

                                           CUT TO:

39 INT. HEALTH CLUB/AEROBICS STUDIO 39

    MUSIC BOOMS and masses of leotarded cellulite sway in close
    F.G. as CAMERA DOLLIES along a row of panting, stretching
    women.  In deep B.G. Sarah slips in through the door and
    waits against the wall while the human dynamo, GINGER VENTURA,
    leads the class energetically.  Ginger, Sarah's roommate,
    is a party-stopper.  Red-haired, athletic, sensuous.  She's
    pretty enough when still, but stunning in motion.  And she's
    in motion.

    Ginger yells commands and cheerfully dives into contortions
    to the BEAT of a MOTOWN FAVORITE.
    MARCO, a handsome, well-defined guy wearing a tight STAFF
    T-shirt, strolls up for a drink at the water fountain next
    to Sarah.

                            MARCO
                  Hi. I've seen you around.
                  You're cute.  Cute I remember.

                            SARAH
                  I'm Sarah.  Ginger's roommate.

                            MARCO
                  Yeah, right.  I'm Marco.

    The dance tape ends.

                            GINGER
                  ...and three aaand four!  And
                  that's it ladies!  Now, didn't
                  that feel good?

    The group collapses ensemble.  A chorus of groans.

                            GINGER
                  Let's think positive or next
                  time I'll play the FM version.

    Ginger walks over to Sarah as the class disperses.  Marco
    is leaning on the wall next to Sarah, who is enjoying the
    attention.

                            SARAH
                  ...yeah, really?  Say some-
                  thing in Italian.

    Before Marco can reply, Ginger pulls the front of his gym
    shorts out and peers down.  She shakes her head.

                            GINGER
                  You're wasting your time, kiddo.
                  Let's go.

    She grabs Sarah by the arm and pulls her out the door.
    Sarah catches a glimpse of Marco's expression over her
    shoulder as the door closes.

                                           CUT TO:

40 INT. HEALTH CLUB/STAIRS AND CORRIDOR 40

    PANAGLIDE WITH THE TWO GIRLS, as they descend to the first
    floor and enter a hallway
    Sarah is gasping with laughter.

                            SARAH
                       (weakly)
                  I don't believe you did that.

    Ginger is adjusting her ever-present WALKMAN-TYPE CASSETTE
    PLAYER at her hip.  She slips on the earphones as they walk
    along.
    Sarah feigns outrage.

                            SARAH
                       (continuing)
                  I had him hooked.  He was
                  just about to ask me out.
                  I could tell.

                            GINGER
                  That guy's a jerk.  I did
                  you a favor.

                            SARAH
                  I'll do the same for you
                  sometime.

    Sarah laughs and claps her friend on the back.  They turn
    in at a door marked WEIGHT ROOM.

                                           CUT TO:

41 INT. WEIGHT ROOM 41

    SEVERAL ANGLES, on glistening arms, legs, torsos merging
    into bio-mechanical kinetic sculptures with the chrome-steel
    levers and tubes.  The CRASH and SQUEAL of metal against
    metal.

    In F.G., two Conan-esque arms thrust upward, glistening.
    Ginger's boyfriend, MATT McCALLISTER, the assistant manager
    of the club, strains out his last reps, bench-pressing
    enormous weight on the Nautilus machine.
    Despite his imposing appearance, Matt is one of the warmest
    people you'd ever want to meet.
    His face is contorted, muscles knotted for the last push.
    He heaves it up with a guttural cry.
    Lowering his weights with a CLANG, Matt lies panting, arms
    dangling at his side, eyes closed.
    A pair of female legs appear.

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

    Matt opens his eyes.

                            GINGER
                       (continuing)
                  You think somebody's gonna
                  do this for you?  Look at
                  those shriveled bi's.  And
                  you haven't worked lat's or
                  ab's since Wednesday.

                            MATT
                       (smiling)
                  Hello, sweetheart.  Had a
                  rough day?

                            GINGER
                       (softening)
                  Come here, wimp.

    She leans down as he sits up and they meet in a kiss that's
    bad for the other guys' discipline.

    Sarah waits until they break the clinch to speak.

                            SARAH
                  Hi, Matt.

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

                            MATT
                       (grinning broadly)
                  Heeey!  It's my favorite
                  Sarah.  Hi, babe.

    Ginger pulls the pin on Mat's weights and re-inserts it
    beneath the entire stack, the maximum weight.

                            GINGER
                  Alright, warm-ups are over.
                  Back to work, Bunky.

    Ginger readadjusts her headphones as the two girls walk away.

                            MATT
                  'Bye beautiful.  You too,
                  Ginger.

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

                            WEIGHTLIFTER
                  Bunky?

                                           CUT TO:

42 EXT. HEALTH CLUB/STREETS - DUSK 42

    Sarah lurches away from the curb on her moped, almost
    spilling Ginger who is attempting to ride double.  They
    swing out onto a main thoroughfare and careen through
    the bumper-to-bumper traffic.
    Sarah maneuvers deftly though overloaded and unstable.
    Ginger doesn't know whether to laugh of scream at the
    near-misses.
    She does both.

                                           CUT TO:

43 OMITTED 43

44 EXT. STREET/CONSTRUCTION SIGHT - DUSK

    On a side street the girls pass an excavation site  between
    high-rises.  They pass OUT OF FRAME as CAMERA HOLDS on the
    construction area and Ginger's shrieks fade.

    In the F.G., under an overpass, Reese sits is a car watching
    the powerful machines moving earth.
    He's in a late-model non-descript GREY SEDAN, one of a row
    of cars gathering dirt beside the construction site.
    Crab-armed back-hoes and massive caterpillars ROAR through
    a curtain of dust, under intense floodlights.  A power-shovel
    moves its great arm, lighting its own way with an arc-light.

                                           CUT TO:

45 INT. GREY SEDAN 45

    Reese sits motionless in the dark.  Waiting.  The clock in
    the dash ticks quietly.
    He flips on the radio.  A fatuous POP ROCK STATION.
    Reese fishes a magazine off the dirty floor.  His over-
    coat is off, draped over the shotgun on the seat beside
    him.
    His bare arms are sinewy and scarred.

    Reese flips the page of COSMOPOLITAN.
    He look at the glossy photos, the glossy women.
    Fantasy women.  Svelte and seamless.
    The ads fascinate him too: Caribbean vacations and blended
    whiskeys.
    His head sags against the door.
    He gazes dully at the tracks of a passing CATERPILLAR as they
    chew through the dirt.
    The ROAD and CLATTER of treads intensifies as his eyes close.

                                           CUT TO:

46 EXT. MELTED RUINS - NIGHT 46

    TIGHT ON A GLEAMING STEEL TREAD as it grinds through debris.
    The debris is ferroconcrete, girders, and jackstraw heaps of
    HUMAN BONES, burned black.

    There is the sound of EXPLOSIONS, distant, and an intermittent
    electronic WHINE.  Incredibly bright searchlights play over
    the ground.  PANNING with the moving treads through twisted
    wreckage, F.G.
    The screen WHITES OUT with a BLAST, very close.  As the
    debris clatters down, a helmetted head snaps up into FRAME,
    EXTREME F.G.

    The visor of the HIGH-TECH HELMET is shattered, presumably
    by the explosion.  The wearer rips it off, revealing a
    younger Reese, minus his burn scar.
    His face is bathed in sweat, lit by the glow from a CRT
    SCOPE-SIGHT on a strange-looking rifle.
    The sound of SCREAMS and HOARSE SHOUTS not far off, and a
    continuous low murmuring of RADIO CHATTER, grid coordinates,
    casualties, unit placements, medic requests.

    Reese looks over his shoulder at his teammate, a GIRL
    of about sixteen, gaunt, dirty, heavily armed like himself.
    DOLLYING as they start to belly crawl through the bones
    and wreckage.
    Reese looks up.
    Through spires of a collapsed building a terrifying
    SPHINX-LIKE SHAPE moves against the sky...obscured by dust
    and blinding sweeps of its searchlights.
    Though we see little, this is an H-K,Hunter-Killer
    mobile ground-unit.

    Reese crawls, pacing the H-K, under and through, on elbows
    and knees, past mounds of charred skulls.  They
    pass the BODY OF A CHILD, a boy of about 10, center-
    punched with a smoking hole.  The boy clutches a rifle.
    More bodies.  Some in rags, some in uniforms like theirs.
    WOMEN. OLD MEN. CHILDREN.  They're all dirty and gaunt,
    scabrous.  And still bleeding.  Reese scrabbles past a
    dark rat-hole and there are human rats in it.  Some of them
    are sobbing, or screaming.

    Another EXPLOSION.
    The GLARE lights the huddled few.
    Human vermin with mud-caked weapons that haven't been
    invented yet.  Soldiers in a nightmare war.

    Reese and his teammate stop behind a blasted wall, having
    outflanked the massive H-K.  Its flashing blue lights flick
    across the walls, its searchlights sear through the
    debris.

    WIDER, showing the H-K more clearly...a blast-scarred
    CHROME LEVIATHON, with hydraulic arms folded mantis-like
    against its 'torso', and huge underslung GUN TURRETS.

    Reese leaps up and straight-arms a satchel-charge into its
    path.  One tread rolls over the explosive.
    Guns and searchlights swivel.  The head turns ponderously.
    Reese's partner rises, poised to throw hers.
    A POWER-BOLT catches her at the top of her arc, BLOWING
    HER INTO RED MIST.

    Reese is knocked down by the concussion.  Gets up, running,
    as the charges blow.
    The H-K's tread carriers are RIPPED APART.
    It lurches to a stop, burning.

    The following SEQUENCE is extremely FORESHORTENED.
    CUT FAST.  IMPRESSIONS ONLY.
    Running.
    Explosions light the ruins like flashbulbs.
    ENERGY WEAPONS criss-cross the night like tracers.
    LOW ANGLE, up past the burning H-K as its flying counter-
    part, an AERIAL H-K, arcs into view with a TURBOJET WHINE.

    Reese hauls two survivors of his unit into a PERSONNEL
    CARRIER, a CHEVY CAMARO with steel plate welded over it and
    the roof cut away to access the 50 CALIBER MACHINE GUN.
    It's stripped and rusted and bullet-riddled, glassless.
    The TIRES are OFF-ROAD and very gnarly.

    They're driving through the ruins, up and over and through.
    Reese drives like a demon.  Under other circumstances it
    would be considered insane.  Here it is merely very good.

    The machine gun CHATTERS.
    A BLACK SHAPE descends, a demon with searchlights.
    A BOLT OF LIGHT.

    Reese's car flips like a kicked beer can, rolling and
    crumpling.  He's pinned in the wreck, bloody, screaming
    despite his training.  The only other survivor, an
    emaciated BOY of twelve, is pulling for all he's worth
    to drag Reese out before it burns.

                                           CUT TO:

47 EXT. STREET/GREY SEDAN - NIGHT 47

    CLOSE ON A BOY, about twelve, clean and healthy, wearing
    a blue plastic DODGERS HELMET.  He reaches through the
    window of the sedan.

                            BOY
                  Hey, mister...?

                                           CUT TO:

48 INT. GREY SEDAN 48

    Reese's eyes open in a split-second, and suddenly there
    is a SHOTGUN MUZZLE AIMED RIGHT AT US.
    Reese quivers with a curious spasm, similar to the tremors
    of his arrival, and blinks at the boy.

    The boy is white-faced, staring down the bore.  He backs
    away.  We see that he is straddling a bicycle.

                                           CUT TO:

49 EXT. GREY SEDAN - NIGHT 49

    The boy's SISTER, slightly younger and also on a bicycle,
    can't see the shotgun from where she's waiting.

                            SISTER
                       (taunting)
                  See, I told you he wasn't
                  dead.  You owe me Baskin
                  Robbins.

    The boy rides past her list a shot.

                            BOY
                       (urgently)
                  Come on.  Just come on.

                                           CUT TO:

50 INT. GREY SEDAN 50

    Reese relaxes slowly, the voltage draining out of him.

    INSERT - MACRO, Reese's finger on the trigger is white
    with pressure.  He slips the safety to the OFF position.
    The gun can now be fired.

    He sets it on the seat and reaches for the dangling ignition
    wires, starting the car.

                                           CUT TO:

51 EXT. STREET/OVERPASS - NIGHT 51

    Lit by streetlights, the car moves away with it lights
    off and vanishes in the shadows.

                                           CUT TO:

52 OMITTED 52

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

    Sarah and Ginger are crammed into the tiny bathroom,
    becoming inextricably tangled in each other's cords as
    they blow-dry, curl hair, and apply make-up.  Ginger
    has her headphones inverted under her chin but in place,
    and is bouncing to music as she dries her hair.  She is
    wearing a short terry-cloth bathrobe that reveals the
    greater part of her legs.  Sarah is in a skirt and bra.

    The phone rings and Sarah goes out into the living room
    to get it.

                            SARAH
                       (answering the
                       phone)
                  Hello?

                            VOICE (V.O.)
                       (on phone, deep
                       and breathy)
                  First I'm going to rip the
                  buttons off your blouse, one
                  by one...then run my tongue
                  along your neck, down to your
                  bare, gleaming breasts...

    Sarah cups her hand over the mouthpiece and calls out
    matter-of-factly:

                            SARAH
                  Ginger!  It's Matt.

    She resumes listening.

                            MATT (V.O.)
                  ...and then slowly pull your
                  jeans off inch by inch and
                  lick your belly in circles,
                  further and further down...
                  then I'll pull off your panties
                  with my teeth...

    Sarah is repressing laughter.

                            SARAH
                       (crossly)
                  Who is this?

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

                            MATT (V.O.)
                  Oh my God!  Sarah!  Oh, shit.
                  Jesus, I'm sorry.  I thought
                  you were...Can I talk to Ginger?

                            SARAH
                  Sure, Bunky.

    As Ginger approaches, Sarah hands her the receiver and
    goes into the bedroom.

                            GINGER
                  Hello?

                            MATT (V.O.)
                  First I'm gonna rip the buttons
                  off your blouse...

                                           CUT TO:

54 BEDROOM

    Sarah picks up four blouses on hanger lying on the bed
    and goes back into the hallway.

                                           CUT TO:

55 INT. LIVING ROOM

    Ginger is still listening to Matt, nodding, as Sarah enters
    and starts holding the blouses against herself one by one
    for Ginger's inspection.

                            SARAH
                  What do you think?

                            GINGER
                       (covering mouth-
                       piece)
                  Great.

    Sarah hold up another one.

                            SARAH
                  How about this?

                            GINGER
                  Great.

                            SARAH
                  You're a big help.

                            GINGER
                       (advisory tone)
                  Alright, the beige one.

                            SARAH
                  I hate the beige one.

                            GINGER
                       (same advisory
                       tone)
                  Don't wear the beige one.

    Sarah gathers up the blouses and walks out.

                            SARAH (V.O.)
                  This guy's probably a schmuck
                  and I don't care what I wear.

    A couple of BEATS, and she's back in the doorway with
    a concerned expression.

                            SARAH
                       (continuing)
                  You think the beige?

                                           CUT TO:

56 EXT. VENICE STREET - NIGHT

    An unmarked car with a clamp-on light and siren blaring
    screeches to the curb behind two marked black-and-whites
    in front of a funky Venice apartment building.  A small
    crowd  is gathered around the front steps.  LIEUTENANT
    ED VUKOVICH, Homicide Division, gets out of the car and
    strides through the crowd.  He's fiftyish, short, but
    square and solid, a human bulldog gone a little to paunch.
    He chews Juicy Fruit gum like a maniac: a chain-chewer.
    He's homely as an old boot.  And he's not a smart cop, he's
    a wise one; rarer still.  The onlookers, gathered patiently
    for their ten second glimpse of something under a sheet,
    separate for him to pass.

                                           CUT TO:

57 INT. VENICE APARTMENT BUILDING/STAIRWELL/APARTMENT

    CAMERA PANAGLIDES AHEAD OF VUKOVICH, as he climbs the switch-
    back staircase two steps at a time.  He passes TWO UNIFORMED
    COPS at the doorway of a second-floor apartment, and enters
    to find a quiet flurry of activity.  Several DETECTIVES and
    a PHOTOGRAPHER prowl around, taking evidence, taking pictures.

    In the center of the living room floor is the body of a
    young woman, crumpled face down in a small lake of blood.
    Two bags of groceries lie split open on the floor in front
    of her.

    Vukovich glances up as he is joined by DETECTIVE SGT.
    TRAXLER.  Traxler is black, lean and very jaded.

                            VUKOVICH
                  Give me the short version.

                            TRAXLER
                  Six shots at less than ten
                  feet.  Weapon was a large
                  caliber--

    Vukovich is looking at the body.

                            VUKOVICH
                  No shit.

    Traxler turns to a passing DETECTIVE.

                            TRAXLER
                  Come on. man.  Don't track
                  it all over.  It's un-
                  professional.

    He turn back to Vukovich, gesturing at the body.

                            TRAXLER
                       (continuing)
                  Okay, let's see...Got a pos-
                  itive on her.  She's Sarah
                  Connor, works as a legal--


                            VUKOVICH
                       (interrupting)
                  That can't be right.  That's
                  the name of the one Valley
                  Division mopped up this after-
                  noon.

    Traxler slips something off his clipboard and hands
    it to the Lieutenant.

                            TRAXLER
                  Here's her driver's license.

                            VUKOVICH
                       (pondering)
                  You gotta be kidding me.  The
                  new guys'll be short-stroking
                  it over this one.  A one-day
                  pattern killer.

                            TRAXLER
                  I hate the weird ones.

                                           CUT TO:

58 INT. SARAH'S APARTMENT/BATHROOM 58

    Sarah poses with Ginger in front of the mirror.  They are
    dressed, made-up, hair-styled and READY.

                            GINGER
                       (studying their
                       reflection)
                  Better than mortal man deserves.

    Sarah grins and goes into the other room.

                                           CUT TO:

59 INT. LIVING ROOM

    Sarah walks around the room, searching for something.

                            SARAH
                       (calling)
                  Ginger, have you seen Pugsley?

    Ginger enters, stopping beside their phone answering machine.

                            GINGER
                  Not lately.  Did you check
                  messages?

                            SARAH
                       (still looking)
                  I thought you did.

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

                            SARAH
                       (from beside cur-
                       tains)
                  Come here young man.  Mind
                  your mother.

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

    RESUME WIDE, Sarah lifts the three foot long lizard from his
    perch on the windowsill.  She gives the complacent reptile
    a kiss on its blunt snout.

                            GINGER
                       (groaning)
                  Totally nauseating.

    Sarah drapes the lizard across her shoulders where it sits
    contentedly as she looks for her purse.  Ginger has been
    rewinding the message tape.  She punches PLAY and a MALE
    VOICE is heard.

                            VOICE
                       (recorded)

                  Hi, Sarah...Stan Morsky.
                  Uh, something's come up and
                  it looks like I won't be able
                  to make it tonight.  I'm really
                  sorry.  Call you in a day or so.
                  Sorry.  'Bye.

    Sarah stands still, crestfallen.

                            GINGER
                  That bum.  So what if he has
                  a Porsche, he can't treat you
                  like that...it's Friday night
                  for crissakes.

                            SARAH
                       (slumping)

                  I'll live.

                            GINGER
                  I'll break his kneecaps.

    Sarah resignedly slips Pugsley off her shoulders.

                            SARAH
                  You still love me, don't
                  you, Pugsley?

    She places Pugsley in a large terrarium with a 'BEWARE OF
    DOG' sign taped on the side.

                            SARAH
                       (continuing)
                  I'm going to a movie, kiddo.
                  See ya'.  You and Matt have
                  a good time.

                            GINGER
                       (as Sarah exits)
                  We will, kiddo.

                                           CUT TO:

60 INT. PARKING GARAGE - NIGHT

    Sarah is a small figure in the shadowed echoing garage of
    her building.

    CONVERGING DOLLY, PACING HER, as she passes the stalls with
    their inky shadows.
    The light near her moped is out.
    She fumbles in the dark to unlock the chain.
    She looks up.
    Did she hear something...masked by the rattle of the chain?

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

    ON SARAH - C.U., inexplicably nervous.
    She stows the chain and starts the bike.  It whines
    reassuringly.
    Sarah jumps on and whirs out of the garage.

                                           CUT TO:

61 INT. CAR/NEARBY - NIGHT 61

    Sarah is visible through the windshield as she pulls onto
    the street.

    PAN WITH HER to reveal Kyle Reese, hunched down in shadow,
    watching.  He puts the car in gear and pulls out to follow
    her receding tail-light.
    Streetlights flash across his face, in stark-lines profile.
    Mouth cruel where the scar tugs at it.

                                           CUT TO:

62 INT. DIVISION HEADQUARTERS - NIGHT 62

    DOLLYING WITH VUKOVICH and TRAXLER, as they pass through a
    group of REPORTERS.  Mostly newspaper stringers but there
    is also one bored local TV MINICAM CREW.

                            REPORTER
                  ...Lieutenant, are you aware
                  that these two killings occurred
                  in the same order as their listings
                  in the phone book?

                            VUKOVICH
                  No comment.

    He and Traxler enter their office and shut the door.

                                           CUT TO:

63 VUKOVICH'S OFFICE 63

    Vukovich drops his gun in the wastebasket, picks up a cup
    of coffee from his desk and uses it to wash down a handful
    of aspirins.  Traxler grimaces.

                            TRAXLER
                  That stuff's two hours cold.

                            VUKOVICH
                       (nodding ab-
                       sently)
                  I know.

                            TRAXLER
                       (eyeing him)
                  I put a cigarette out in it.

    Vukovich, lost in thought, turns on him suddenly.

                            VUKOVICH
                  Did you reach the next girl
                  yet?

                            TRAXLER
                  No.  Keep getting an answer-
                  ing machine.

                            VUKOVICH
                  Send a unit.

                            TRAXLER
                  I already did.  No answer at
                  the door and the apartment
                  manager's out.  I'm keeping
                  them there.

                            VUKOVICH
                  Call her.

                            TRAXLER
                  I just called.

                            VUKOVICH
                  Call her again.

    Traxler picks up the phone and begins to dial her number
    as Vukovich sets down his coffee cup, unwraps a stick of
    gum and pops it in his mouth.

                            VUKOVICH
                       (continuing)
                  Got a cigarette?

                                           CUT TO:

64 INT. SARAH'S APARTMENT - NIGHT 64

    CLOSE ON PHONE, connected to the answering machine.  The
    outgoing message trigger after the second ring.

                            GINGER'S VOICE
                       (machine V.O.)
                  Hi there.
                       (long pause)
                  Ha ha ha, fooled you. You're
                  talking to a machine, but don't
                  by shy, it's okay.  Machines need
                  love too, so talk to it and Ginger,
                  that's me, or Sarah will get back
                  to you.  Wait for the beep.

    As the message plays, CAMERA DOLLIES OFF the phone machine
    and down the corridor of the dark apartment.  As the bedroom
    door draws near, Ginger's recorded voice fades and is super-
    ceded by CRIES and MOANS.

                                           CUT TO:

65 INT. BEDROOM 65

    FULL SHOT, framed against the streetlit curtains, Ginger and
    Matt from a beautiful tableau of lovemaking in silhouette.
    Their perfect bodies glisten with backlight as they strain
    in passion.

    CLOSER - TIGHT TWO, revealing that Ginger is wearing her
    earphones.  Matt, without breaking rhythm, reaches out to
    the night table and thumbs the volume higher.

    Ginger cries out louder, apparently enjoying his sure touch
    on her volume control.

                                           CUT TO:

66 INT. DIVISION HEADQUARTERS - NIGHT 66

    Traxler hangs up the phone.

                            TRAXLER
                  Same shit.

                            VUKOVICH
                  I can hear it now, it's gonna
                  be the goddamned 'Phone Book
                  Killer'.

                            TRAXLER
                  I hate the press cases.
                  Especially the weird press
                  cases.  Where you going?


                            VUKOVICH
                       (heading for
                       the door)
                  To make a statement. I'm gonna
                  give them the name.  Maybe the
                  jackals can help us out for
                  once.

    He looks at his watch, then straightens his tie.

                            VUKOVICH
                       (continuing)
                  If they can get this on the
                  tube by eleven, she may just
                  call us.
                       (pause)
                  How do I look?

                            TRAXLER
                  Like shit, boss.

    Vukovich goes out and the Minicam light hits him as the
    door closes.

                                           CUT TO:

67 INT. PIZZA PARLOR - NIGHT 67

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

                            ANCHORMAN (V.O.)
                  ...police had no further comment
                  on the apparent similarity between
                  the shooting death of an Encino
                  woman earlier today...

    CUT WIDE to show Sarah watching the TV which is suspended
    over the bar.  The place is a crowded, post-movie hangout,
    raucous with laughter and videogames.  The newscast
    continues, ignored by all except Sarah.

                            ANCHORMAN (V.O.)
                       (continuing)
                  ...and this almost identical
                  killing two hours ago of a
                  Venice resident with virtually
                  the same name.  Sarah Ann Connor,
                  a 24 year old legal secretary, was
                  pronounced dead at the scene in
                  her beachfront apartment...

    A customer gestures for the bartender's attention.

                            CUSTOMER
                  Hey, can we change this and
                  catch the ball scores.

                            BARTENDER
                       (reaching for the
                       knob)
                  Sure.

    Sarah leaps half over the bar, startling everyone.

                            SARAH
                       (shouting)
                  Leave it where it is!

                            ANCHORMAN (V.O.)
                  ...no other connections between
                  the two victims has been estab-
                  lished.
                       (pause)
                  On a lighter note, these was
                  cause for celebration at the
                  L.A. Zoo today, as...

    Sarah leaves her half-finished pizza and beer, getting up
    in a daze.  Followed by puzzles glances, she makes her way
    through the crowd.

                                           CUT TO:

68 INT. PIZZA PARLOR HALLWAY 68

    In the crowded hallway by the restrooms, Sarah goes to the
    single payphone and seizes the directory.  She flips rapidly
    through it, then stops, looking down.
    She sees that her name is next on the list.
    The book slips out of her fingers.
    Sarah turns and scans the crowd.
    She's getting looks, covert and otherwise, like any unaccom-
    panied girl on a Friday night.  But is that all they mean?

    Sarah back into the women's restroom.

                                           CUT TO:

69 INT. RESTROOM 69

    Sarah stumbles numbly to the sink.
    She splashes her face with cold water.  In the mirror
    her terrified reflection looks back.  Why me?
    She hears a loud clatter and spins around.
    It's just a drunken woman fumbling with a toilet stall door.
    Sarah edges back out into the corridor.

                                           CUT TO:

70 INT. HALLWAY 70

    Sarah walks stiffly to the pay phone.
    It's OUT OF ORDER.

                                           CUT TO:

71 EXT. STREET/SIDEWALK - NIGHT 71

    Sarah exits the pizza place into the sparse crowd on the
    sidewalk.  As she passes a figure leaning against the wall
    just outside, the man turns his head to watch her.
    It is Reese, his gaze impassive.
    Streetlight catches the burn scar on his cheek.
    He is motionless, sinister in his long coat.
    Sarah shudders.
    She walks on.

    POV - SARAH, ON CROWD, moving toward and through approaching
    groups of pedestrians.  They seem to be glancing at her.
    Was it always like that and she just never noticed?

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

    POV - SARAH, ON PIZZA PARLOR DOORWAY.  Reese is gone.
    She resists the urge to run.
    On the opposite side of the street an  LAPD cruiser glides
    slowly by.  Sarah is about to call out but a bus blocks
    her view and when it had passed, the car is turning away
    down a side street.

    She passes a large window with STOKER'S written on it, and
    ducks quickly through the door.

                                           CUT TO:

72 INT. STOKER'S - NIGHT 72

    ANGLE THROUGH WINDOW, SARAH F.G., as Reese approaches.
    Her knuckles clench white as he reaches the entrance and
    walks by, unhurriedly, without a glance inside.
    She turns and scan the gloomy interior, which reveals itself
    to be less than savory.  Pool tables and upper-middle lowlife
    in submarine depths of smoky haze.

    Sarah draws stares, menacing in their own right, as she
    weaves between the pool tables to the back of the bar.
    her hands are trembling as she drops a dime in the pay
    phone and dials.

                            VOICE (V.O./RECORDED)
                  You have reached the Los Angeles
                  Police Department Emergency Number.
                  All lines are busy.  If you need
                  a police car sent out to you, please
                  stay on the line...

    Sarah holds the receiver pressed to her ear, glancing
    around, fear feeding on frustration.

                                           CUT TO:

73 EXT. SARAH'S APARTMENT BUILDING - NIGHT 73

    An LAPD black-and-white sits at the curb in front of Sarah's
    building with two cops inside, drinking coffee.  Through
    the open window we hear the dispatcher's voice on the
    radio.

                            DISPATCHER (V.O.)
                  ...two eleven in progress at
                  Seven-Eleven market, Third and
                  Tamarac.  One suspect believed
                  to be armed...

    The car pulls out with lights and siren on.
    A moment later, Terminator rounds the corner of the building
    and climbs the stairs to the entryway.
    He surveys the bank of call buttons, then turns to consider
    the barred security gate.

                                           CUT TO:

74 INT. SARAH'S APARTMENT - NIGHT 74

    PANAGLIDE WITH GINGER as she ties her terry-cloth robe and,
    leaving Matt in a dead sleep, pads through the dark apartment.
    Down the hall, past the phone with Traxler's message.
    Through the dark living room.
    She has her Walkman in the pocket of her robe and bops to
    herself in the silent gloom as she enters the kitchen.

    When she opens the refrigerator to remove snack fixings, the
    light briefly illuminates the kitchen and in that moment,
    SOMETHING MOVES in the F.G.

    TIGHT ON GINGER, MOVING WITH HER as she backs toward the
    counter with her arms full of snack stuff.

    A SUDDEN CRASH.  A flurry of motion behind her.
    She spins, dropping half her load.
    Ginger fumbles for the lightswitch.

    Revealing Pugsley, sitting there blinking innocently among
    overturned spice bottles on the counter-top.

                            GINGER
                  Shoo.  Go on.  I'll make a
                  belt out of you.

    Pugsley disappears into a large fern by the window and Ginger
    sets about her task, slathering crunchy peanut butter on
    stalks of celery.

                                           CUT TO:

75 INT. BEDROOM 75

    MEDIUM ON MATT, as rustling curtains play patterns of street-
    light over his sleeping face.
    The sound of a faint breeze.
    In the B.G. is the balcony, empty.  The sliding door is open.

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

    UP ANGLE - PAST MATT, as the five-inch blade of an industrial
    razor-knife reaches full extension in Terminator's hand,
    right above him.
    It slashes viciously downward.
    Matt rolls and the pillow is SLIT OPEN where his throat had
    been.

                            MATT
                  Whoah!

    Terminator catches him by the hair and slashed down again.
    Matt grabs the wrist in both hands.
    The enormous muscles of his arms, which seem capable of bench
    pressing a Chrysler, strain and knot against the pressure of
    the killer's single arm...
    And still the blade moves closer to his throat.

    With a final heave Matt deflects the down-pressure sideways
    and the blade snaps with a CLINK against the headboard.

    HANDHELD WITH MATT as he rolls off the bed, spins and slams
    his fists together into Terminator's temple.  He picks up a
    brass deco lamp and brings it down with piledriver force.

    Unperturbed, Terminator knocks the lamp away and hurls Matt
    over the bed.

                                           CUT TO:

76 EXT. BALCONY - NIGHT 76

    Matt crashes through the glass doors and slams against the
    balcony railing.

                                           CUT TO:

77 INT. KITCHEN 77

    Oblivious to the noise, Ginger croons in rock-and-roll
    ecstasy, singing to a celery stalk as if it were a micro-
    phone.

                                           CUT TO:

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

    Matt heaves himself up, powerful body gleaming with sweat
    and hurls himself upon the intruder.
    The titans CRASH INTO A DRESSER, reducing it to kindling.
    Then into the closet door, EXPLODING THE FULL-LENGTH MIRROR.

    Terminator places one hand on either side of Matt's barrel
    chest.  SINKS HIS FINGERS INTO THE FLESH.  An inhuman grip.
    Matt is raised off the floor, contorted with agony, above
    the other's head.

                                           CUT TO:

79 INT. HALLWAY 79

    DOLLY PRECEDING GINGER as she returns from the kitchen with
    a plate full of celery stalks and a glass of milk.  CAMERA
    passes the closed bedroom door and STOPS, as Ginger pauses
    to set the plate on top of the glass, freeing one hand to
    open the door.

    AN EXPLOSION OF SPLINTERS in close F.G. as a shape smashes
    through the door right in front of her...Matt's body
    propelled halfway through the door by enormous force.
    Ginger shrieks and leaps back, flinging milk and all into
    the air.

    The door begins to open the pressure of Matt's body
    creates resistance.
    Ginger SCREAMS and back away.

    The door is wrenched open and Terminator steps through with
    the massive .45 drawn.

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

    TIGHT ON TERMINATOR as the pistol RISES INTO FRAME, aligning
    with his eyes.  BOOM!

    LOW FAST DOLLY WITH GINGER as the bullet punches into her
    shoulder, pitching her on her face outside the bathroom door.

    LOW WIDE ANGLE as she crawls forward, gasping, drowning.
    The implacable figure looms behind her.
    Her expression is agony and reeling, nauseating terror.
    And incomprehension: Why am I suddenly dying?
    Her eyes roll, showing the whites, like a horse tethered in
    a burning stable.

                                           CUT TO:

80 INT. BATHROOM 80

    Ginger scrabbles pathetically for a grip on the tile floor
    as she pulls herself into the bathroom.
    She clutches the rim of the toilet.

    LOW ANGLE PAST HER, ON TERMINATOR, as he stands behind her.
    PAN UP, off her.  He takes aim.
    And empties the clip.
    He calmly reloads.

                                           CUT TO:

81 INT. HALLWAY/BEDROOM 81

    CLOSE ON PHONE MACHINE, as the telephone rings loudly in the
    ensuing silence.
    Terminator spins, drawing an instantaneous bead on the source
    of the sound, but doesn't fire.

                            GINGER'S VOICE
                       (recorded)
                  Hi there.
                       (pause)
                  Ha ha ha, fooled you.  You're
                  talking to a machine...

    C.U. - TERMINATOR, motionless, listening.

                            GINGER'S VOICE
                       (recorded, continuing)
                  ...but don't be shy, it's okay.
                  Machines need love too...

    Terminator turns abruptly back to Ginger's body.  He turns
    it over, assuring himself that she is dead.

                            GINGER'S VOICE
                       (continuing, recorded)
                  ...so talk to it and Ginger, that's
                  me, or Sarah will get back to you.
                  Wait for the beep.

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

                            SARAH'S VOICE
                       (on machine)
                  Ginger, this is Sarah...

    Terminator's head snaps back and he freezes, listening.
    He rises slowly as Sarah's voice continues.

    TIGHT ON HIS UNBLINKING EYES.

                            SARAH'S VOICE
                       (on machine, contin-
                       uing)
                  ...I'm in this sleazy bar called
                  Stoker's on Pico but I'm too
                  scared to leave.  I'm really
                  scared, kiddo...

                                           CUT TO:

82 INT. STOKER'S BAR - NIGHT 82

    Sarah cups the telephone's mouthpiece with her hand and
    glances around frequently.

                            SARAH
                       (continuing, into
                       phone)
                 ...I think somebody's after me
                 and I sure hope you play this
                 soon 'cause I need you and Matt
                 to come pick me up.  The police
                 keep transferring me around, but
                 I'm going to try them again.

                                           CUT TO:

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

                            SARAH
                       (continuing, B.G.)
                  The number here is 468-9175.
                  Call me, kiddo.  I need you.
                  It's Stoker's on Pico. Bye.

    Terminator is rapidly and methodically rifling the contents
    of Sarah's small desk.  SIREN'S WAIL, approaching.
    He picks up a small card.

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

    MACRO ON PICTURE.

    E.C.U. - TERMINATOR'S EYES as he tosses the card down,
    after a fraction of a second's scan.  Picks up something else.

    TIGHT ON SARAH'S ADDRESS BOOK, Terminator pockets this and
    slips out the balcony door.  Climbing over the railing, he
    is gone.

                                           CUT TO:

84 INT. STOKER'S BAR - NIGHT 84

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

                            SARAH
                       (on phone, upset)
                  ...look, Lieutenant...uh,
                  Vukovich, don't put me on
                  hold and don't transfer me
                  to another department...

                                           CUT TO:

85 INT. VUKOVICH'S OFFICE - NIGHT 85

                            VUKOVICH
                       (on phone)
                  I won't.  Now just relax.
                  Where are you?
                       (pause)
                  Yeah, I know it...on Pico.
                  Are you alright?

                                           CUT TO:

86 INT. STOKER'S BAT - NIGHT 86

                            SARAH
                       (on phone)
                  Yes, but I don't want to
                  leave.  I think this guy's
                  following me.

                                           CUT TO:

87 INT. VUKOVICH'S OFFICE - NIGHT 87

                            VUKOVICH
                       (on phone)
                  Alright, Ms. Connor.  Listen
                  carefully.  You're in a public
                  place, you'll be safe 'til we
                  get there.  Stay visible.
                  Don't go outside or in the
                  restroom.  I'll be there in
                  a few minutes.

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

                            VUKOVICH
                  Let's roll.

                                           CUT TO:

88 INT. STOKER'S BAR - NIGHT 88

    Sarah takes a seat at a booth near the bar, and picks up
    a dog-eared menu, but can't concentrate on it.  She looks
    at her watch and glances around.

                                           CUT TO:

89 EXT. STREET - NIGHT 89

    The yellow Maverick hurtles along an empty street.

    CLOSER ANGLE as streetlight glare slashes across Terminator's
    face in flaring pulses.

                                           CUT TO:

90 INT. PLAIN CAR - NIGHT 90

    Vukovich draws his Colt Python .357 Magnum and check the
    load.  Traxler is driving.

                            VUKOVICH
                  Let's see how this guy likes
                  playing hard-ball.

                                           CUT TO:

91 INT. STOKER'S BAR - NIGHT 91

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

                            WAITRESS
                  Anything else?

    Sarah shakes her head "No" and contemplates her trembling
    hands.  She half-turns, catching a glimpse of herself in
    the mirror behind the bar.

    TIGHT ON SARAH, reflected in the mirror.  In the F.G. a
    man at the bar looks up from his beer, straight into her eyes.
    It is Reese.
    He gazes at her coolly for a moment, then glances away.

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

    ANGLE ON FRONT DOOR as it opens and a figure stands silhou-
    etted briefly against a streetlight.

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

    C.U. - REESE as he mechanically raises his beer.  His knuckles
    are white.  He slowly undoes the top button of his overcoat.
    There is a glint of metal in the shadows within.
    Reese turns slowly on his barstool as the figure brushes past
    him, out-of-focus F.G.
    Sarah looks up.

    E.C.U. - REESE'S HAND sliding slowly along polished steel,
    a caress.  His finger slips through the triggerguard of the
    riot gun.

    MEDIUM ON SARAH, as the man stops in front of her in close F.G.
    He sits slowly in the booth opposite her.  The angle is OVER
    HIS SHOULDER.

                            SARAH
                       (uncertainly)
                 Lieutenant Vukovich?

    REVERSE ANGLE - It is not Lt. Vukovich.
    Terminator sits motionless for a BEAT.
    Blue eyes so pure and deep.  The eyes of a saint, perhaps.

    The .45 is out and cocked and AIMED DIRECTLY AT CAMERA, almost
    in one motion.
    The bore seems enormous.

    BACK ON SARAH, over the gun barrel, her eyes go wide.  We hold
    a BEAT, like a frozen slice of nightmare.

    MEDIUM ON REESE as he whips the riot-gun to a hip-firing posi-
    tion, his overcoat falling back with a snap.  HE FIRES.

    ON TERMINATOR, as the shotgun blast hits his arm and he FIRES,
    simultaneously.  Sarah screams as the .45 round blows stuffing
    out of the booth seat inches from her face.  Her hair is
    singed by burning gunpowder.  An involuntary cry is punched
    out of her by the double concussions.

    Reese is stroking up another shell as Terminator half-rises
    from booth.

    OVER REESE'S SHOULDER, as he fires, cocks the slide, fires
    again, advancing on Sarah's booth.
    Terminator is blown backward over the center divider,
    crashing through the glasses and pitchers of beer on the
    table opposite, and onto the floor.

    Sarah is screaming, scrunched down in the booth.

    Terminator is lying on his back at the feet of a table-
    full of drunk patrons.
    He has two rifled 12 gauge slugs in his chest and one
    in the arm.

    The bar customers are frozen in the weird tableau, cowering,
    gaping.
    Sarah stops screaming.
    Reese stand motionless, gun aimed.
    In the sudden silence, the sound of him cocking the shotgun
    is abnormally loud.

    ON TERMINATOR, very still.
    Then he smoothly rolls to a crouch and slips the UZI machine
    pistol from beneath his overcoat, where it has been hang-
    ing on a shoulder strap.
    He doesn't seem too impaired as he swings around to fire.

    Reese rolls like a cat and comes up firing.
    A burst from the UZI rakes the bar where he stood.
    An orgy of shattering glass.
    Total pandemonium.

    SEVERAL ANGLES  as patrons of the bar run, scream or dive
    for cover, depending upon their level of intelligence.

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

    ON TERMINATOR, kneeling amid the chaos, raising the UZI
    one-handed.

    Reese tugs viciously on Sarah's arm and she sprawls across
    the booth seat a moment before the divider and seat cushion
    erupt with hits from the UZI.

    ANGLE ON A RUNNING PATRON as a burst of 9mm fire catches
    him in the chest.  He pitches into Sarah's booth, pinning
    her.

    Reese fires, ducks, fires again.
    Tables crash over.
    A window is blown out.
    A table candle rolls into a pool of high-proof alcohol
    behind the bar.
    It ignites with a WHOOSH.

    Reese feed two shells into the riot-gun.

    TIGHT ON TERMINATOR, an island of slow, precise movement
    amid the confusion.  He drops a spent clip.  Reaches for
    another with his bloody hand.

    MOVING WITH REESE as he vaults the row of booths and starts
    firing.  At point blank range he unloads the shotgun into
    Terminator's belly.

                                           CUT TO:

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

    Terminator crashes backwards through two tables and a plate
    glass window into the street.

                                           CUT TO:

93 INT. STOKER'S BAR - NIGHT 93

    The roaring fire behind the bar is spreading very quickly.
    The air is thick with smoke.
    Reese tosses the UZI, for which he has no ammo, into the
    fire.  He hauls the dead man off Sarah and reaches for her.

    TIGHT ON SARAH, shrinking away from Reese, hysterical.
    When he grabs her wrist she struggles, eyes wide.

    C.U. - REESE, very intense.

                            REESE
                 Come with me if you want
                 to live.

    She looks where he is pointing.

                                           CUT TO:

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

    Terminator is rising unsteadily to his feet.  Shattered
    glass rains from him, except where it sticks to his blood-
    drenched shirt and coat.

    C.U. - TERMINATOR, as he slowly look up, his blue eyes
    riveting STRAIGHT INTO THE CAMERA.

                                           CUT TO:

95 INT. STOKER'S BAR - NIGHT 95

    C.U. - SARAH, feeling a lightning blot of terror greater
    than she could ever imagine as the cold gaze fixes on her.

                            SARAH
                       (awed whisper)
                 Oh my God...

                                           CUT TO:

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

    PANAGLIDE PRECEDING TERMINATOR as he clambers back through
    the window and starts through the burning bar.

                                           CUT TO:

97 INT. STOKER'S BAR - NIGHT 97

    PANAGLIDE MOVING IN ON REESE AND SARAH as he runs, drag-
    ging her with him, toward the back.

    REVERSE ON TERMINATOR, DOLLYING as he crashed through the
    wreckage in the swirling smoke, hurling burning tables out
    of his way.

                                           CUT TO:

98 INT. KITCHEN/HALLWAY/EXIT CORRIDOR 98

    PANAGLIDE FOLLOWING REESE AND SARAH, running headlong
    through the cluttered kitchen, then down a narrow back
    hallway.  Sarah stumbles and Reese brutally pulls her to
    her feet without slowing.

    He hits a closed door, which crashes open.
    Hauls Sarah through, into another corridor.
    Slams and blot-latches it.
    An instant later an impact from the far side tears the
    latch-screws half out of the wall.
    They run on.

                                           CUT TO:

99 INT. HALLWAY - NIGHT 99

    Terminator takes a step back from the closed door and
    slams into it again.  It starts to give way.
    behind him the flames engulf a CAN OF CLEANING SOLVENT.

                                           CUT TO:

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

    Reese and Sarah pelt down the narrow corridor, fling open
    the outside door and spin out into the alley.

    TIGHT ON DOOR at far end.  It splinters open and Terminator
    sprints down the corridor.

                                           CUT TO:

101 INT. HALLWAY - NIGHT 101

    The cleaning solvent EXPLODES.

                                           CUT TO:

102 INT. EXIT CORRIDOR - NIGHT 102

    DOLLYING AHEAD OF TERMINATOR, very fast, as he runs full-
    throttle.  Behind him a fireball of superheated gas hurtles
    down the narrow hallway.  He clears the outer door an
    instant before the tongue of flame roars out into the alley.

                                           CUT TO:

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

    Vukovich's plain car arrives, slewing to a stop in the
    glass-littered street in front of the blazing building.
    He leaps out, Traxler right in behind him.

                            VUKOVICH
                       (shouting)
                 What the fuck is going on?

    TWO LAPD UNITS arrive behind them.  He motions to the
    nearest one.

                            VUKOVICH
                       (continuing)
                 Cover the alley in back.

    He heads for the inferno at a run.

                                           CUT TO:

104 EXT. ALLEY BEHIND STOKER'S - NIGHT 104

    DOLLYING WITH REESE AND SARAH as they run through the
    dark alley.  Sarah stumbles over trashcans.
    Reese pulls her along mercilessly.

    WHIP-PANNING as they clear a corner.
    The B.G. is a blur.
    The night-maze is a blur in all of these shots.
    No static angles.
    Relentless forward motion.

                                           CUT TO:

105/FX EXT. ALLEY - NIGHT 105/FX

    Behind them Terminator is moving with inhuman speed,
    bounding like a panther, leaping trash cans and other
    obstacles.

    TRACKING C.U. - TERMINATOR, catching the faintest glimpse
    of a red glow in the pupils of his eyes as he passes through
    total shadow.

                                           CUT TO:

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

    We know this is Terminator's POV because Sarah and Reese
    are just ahead of us.  But the image is bizarre, alien.
    Bright and hyper-real.  There is a hint of digitization,
    and the fleeing figures ahead are more luminous than the
    background, suggesting infra-red.
    The margins of the FRAME are crammed with columns of CRT-
    type characters: columns of numbers and acronyms.  The
    data changes more rapidly than any human eye could follow.
    There is no doubt that we are seeing as a machine would see.
    The sound effects are bright and clear, as if they are
    digitized and enhanced as well.

                                           CUT TO:

107 EXT. ADJOINING ALLEY - NIGHT 107

    Reese and Sarah turn a corner by caroming off the wall
    without slowing and pelt down a narrower alley.  This
    one is lined with a row of parked cars and connects to
    the street.  There is little room to run.
    Reese is reloading on the run, dropping shells.

    Behind them Terminator enters the alley, gaining.

    LOW ANGLE, FAST PANAGLIDE ahead of the fleeing pair.
    As they breast the last car Reese shoves Sarah hard,
    pitching her on her face to the pavement.
    He flings open the car door...a shield.
    Drops to the ground.
    Fires into the gas tank of a car further back in the row
    just before Terminator reaches it.

    The car EXPLODES, filling the alley with fire.  An inferno
    funneled between the enclosing walls.

    ANGLE ON REESE AND SARAH behind the car door as flames
    roar over the hood.

    ON TERMINATOR, as he slides to a stop, cut off by the
    wall of flame.

    Reese doesn't waste any time stuffing Sarah into the car.
    Climbing in after and over her he twists two wires together
    and we recognize it as his stolen GREY SEDAN.
    The engine catches.

    A SILHOUETTE rockets out of the flames.
    Terminator, leaping from the roof of the blazing car ahead,
    impacts on the hood of Reese's car.  His hair and coat are
    burning.

                                           CUT TO:

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

    Reese jams reverse and nail the throttle.
    The car backs down the alley.
    Terminator draws back his fist.
    Punches into the windshield.
    Inside, Sarah is sprayed with glass as the killer's fist
    shoots through.
    The lacerated fingers grope for her.

    WIDE as the car shoots backwards out of the alley onto the
    street, narrowly missing an arriving LAPD CRUISER.

    Sarah plasters herself tightly into the seat as the
    fingers grasp her blouse and pull.
    Reese cranks the wheel hard.

                                           CUT TO:

109 EXT. STREET - NIGHT 109

    The sedan skids, slewing sideways into a parked car.

    Terminator rolls down off onto the pavement.
    Reese's car shoots forward.

    PANNING WITH SEDAN as it roars past Vukovich, the gathering
    minions of the burning building, an arriving fire
    truck...shoots through a red light and continues to accel-
    erate.

    Terminator gets to a kneeling position, then slowly stands.
    He pats out his smoldering clothing as he watches his quarry
    escape.

                                           CUT TO:

110 EXT. STREET - NIGHT 110

    ON VUKOVICH as he runs to his car, exhorting the nearby
    LAPD guys to give pursuit, while Traxler grabs the radio.

                            VUKOVICH
                       (shouting)
                 Go!  Go!  He's got her.

                            TRAXLER
                       (overlapping)
                 Suspect westbound on
                 Olympic.  Grey sedan.  Has
                 hostage, repeat...

                                           CUT TO:

111 EXT. STREET - NIGHT 111

    LOW WIDE ANGLE on the empty street, which is narrow and
    tightly lines with parked cars.
    The ROAR of an engine builds.
    The sedan, like a night-demon, hurtles out of the shadows
    with its lights off, doing ninety plus.

                                           CUT TO:

112 INT. GREY SEDAN - NIGHT 112

    Sarah is in a daze.
    Paralyzed.  Face bloodless.
    She is shivering silently, uncontrollably.
    Her eyes are wide, and it seems likely that she doesn't
    quite comprehend the roaring blur outside her window.

                            REESE
                       (calmly)
                 Hold on.

                                           CUT TO:

113 EXT. CITY STREETS - NIGHT 113

    WIDE ANGLE, CLOSE TO SEDAN, and following it as it hurtles
    around a corner in an expertly controlled slide.
    Then a high speed sprint down the cross-street.
    Reese squirrels the vehicle between a slow-moving car
    ahead and oncoming traffic.
    A dive into another dark side street.

                                           CUT TO:

114 INT. GRAY SEDAN - NIGHT 114

    Reese drives with total, nerveless absorption.  His eyes
    flick to the mirror, to the road, over his shoulder, back
    ...and the world spins outside.
    With occasional glances to Sarah, he speaks to her in a
    clipped, military voice.

                            REESE
                 Are you injured?  Are you
                 shot?

    No response.
    He reaches over and runs his hands over her arms, legs,
    chest.  Sarah flinches.
    She feels the BLIND PANIC BOILING UP WITHIN HER.
    She pushes his hand away and opens the door.
    Reese slams her back in the seat and slaps her.  Hard.

                            REESE
                       (continuing)
                 Do exactly what I say.
                 Exactly.  Don't move un-
                 less I say.  Don't make a
                 sound unless I say.  Do
                 you understand?

    As he speaks he is locking the door and fastening Sarah's
    seatbelt over her, cinching it very tightly, like you would
    for a child.  She doesn't answer.

                            REESE
                       (continuing/
                       shouting)
                 Do you understand?

                            SARAH
                       (a whisper)
                 Yes.  Don't hurt me.

                            REESE
                 I'm here to help you.  Reese,
                 Sergeant/Tech-Com, DN38416...

    Sarah stares numbly at his outstretched hand.  With zero
    strength she automatically returns his handshake.

                            REESE
                       (continuing)
                 Assigned to protect you.
                 You've been targetted for
                 termination.

                                           CUT TO:

115 EXT. SIDE STREET/ALLEY - NIGHT 115

    The walls of a narrow alley, inky black, frame a police
    cruiser parked on the street beyond.  Firelight from the
    back of Stoker's lights the street garishly.
    A young cop  stands beside the car talking via radio with
    the mike cord pulled through the side window.  He speaks
    with a distinctive twang--a displaced southerner.

                            COP
                  ...I don't know, it looks
                  like it might spread to this
                  furniture warehouse across
                  the alley, the paint on the
                  wall's starting to blister
                  up...

    The sweeping headlights of a turning car momentarily illuminate
    the face of Terminator, motionless in the dark right in
    front of us.
    Eyes open.  Listening.

                            COP
                       (continuing)
                  Better get another truck
                  round to this side.

    Terminator's silhouette emerges from the blackness and
    strides purposefully toward the cop, CAMERA following.

    The officer whirls and reaches for his gun but Terminator
    flings him brutally into the side of the car, steps over
    him and opens the door.
    Before getting in he notes the unit number on the roof: 143.
    Then he slides behind the wheel, slips the squad car into
    gear, and pulls out.

    CAMERA PRECEDING CAR, HIDE WIDE ANGLE, as it accelerates
    rapidly, until the lines across the street are flashing
    under it in a staccato rhythm.

                                           CUT TO:

116 INT. GREY SEDAN - NIGHT 116

    Sarah is slumped way down in the seat, turned away from the
    window, trying not to see the landscape reeling outside.

                            SARAH
                       (hoarse whisper)
                  This is a mistake.  I haven't
                  done anything.

                            REESE
                  No. But you will.  It's
                  very important that you
                  live.

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

                            SARAH
                  I can't believe this is happen-
                  ing.  How could than man get up
                  after you...

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


                            REESE
                  Not a man.  A Terminator.
                  Cyber Dynamics Model 101.

                                           CUT TO:

117 INT. SQUAD CAR - NIGHT 117

    Terminator drives expressionlessly, monitoring the babble
    from Central Dispatch.  He hears his number.

                            DISPATCHER (V.O.)
                       (filtered)
                  ...Suspect vehicle sighted on
                  Motor at Pico, southbound.
                  Units Two-Zero-Six and Five-
                  Seven, attempt intercept.
                  Unit One-Four-Three, come in.

    Terminator picks up the mike.  He speaks in a
    simulation of the young cop's southern twang.

                            TERMINATOR
                  This is One-Four-Three.  West-
                  bound on Olympic, approaching
                  Overland.

                                           CUT TO:

118 EXT. SANTA MONICA FREEWAY - NIGHT 118

    The grey sedan moves through traffic like a hell-bent
    wraith.  Reese has the hammer down.  He handles the
    car with nerves of steel.

                                           CUT TO:

119 EXT. POLICE HELICOPTER - NIGHT 119

    Below, Reese's sedan snakes along at 110 plus.  The
    chopper, F.G., drops toward it.

                            PILOT (V.O.)
                       (filtered)
                  Air-unit Two.  We're on him.
                  Westbound Santa Monica at 405.

                                           CUT TO:

120 INT. GREY SEDAN - NIGHT 120

                            SARAH
                  A machine?  You mean, like
                  a robot?

                            REESE
                  Not a robot.  Cyborg.
                  Cybernetic Organism.

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

                            SARAH
                  But...he was bleeding.

    At that moment a blinding light sears down on them from
    above.  Reese looks over his left shoulder and sees a
    CHP cruiser coming alongside.

                            REESE
                  Just a second.  Keep your
                  head down.

                                           CUT TO:

121 EXT. FREEWAY - NIGHT 121

    The helicopter is right above the, its spotlight burning
    on Reese.  The cruiser flanks them, closing.  Reese peels
    off to the right, inches in front of a tractor-trailer rig,
    brakes hard and slides into a four-wheel drift through a
    curving off-ramp.
    The helicopter banks, following.
    The cruiser swaps ends trying to maneuver and slams broad-
    side into the guardrail.  Out of action.

                                           CUT TO:

122 EXT. OFF RAMP/INTERSECTION - NIGHT 122

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

                                           CUT TO:

123 EXT. POLICE HELICOPTER - NIGHT 123

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

                                           CUT TO:

124 EXT. SIDE STREET/INTERSECTION - NIGHT 124

    The sedan skids around a corner, F.G., as the searchlight
    filters in shafts through the trees further down the street,
    sweeping futility back and forth.

                                           CUT TO:

125 EXT. POLICE HELICOPTER - NIGHT 125

    It hovers indecisively, then banks off.

                            PILOT (V.O.)
                       (filtered)
                  Lost him.

                                           CUT TO:

126 INT. GREY SEDAN - NIGHT 126

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

                            REESE
                  Good cover.
                       (pause)
                  Alright.  Listen.
                  The Terminator's an infil-
                  tration unit.  Part man, part
                  machine.  Underneath, it's a
                  hyperalloy combat chassis,
                  mircoprocessor-controlled,
                  fully  armored. Very tough...

    He pauses as they slide around another corner.

                                           CUT TO:

127 EXT. STREET - NIGHT 127

    Reese's sedan glides out onto a main drag, very subdued.
    He turns the lights on and blends with traffic.
    The helicopter crosses laterally in the distance.

                                           CUT TO:

128 INT. GREY SEDAN - NIGHT 128

                            REESE
                       (continuing)
                  But outside, it's living
                  human tissue.  Flesh, skin,
                  hair...blood.  Grown for the
                  cyborgs.

                            SARAH
                  Look, Reese, I know you want
                  to help, but...

                            REESE
                       (cutting her off)
                  Pay attention.  The 600
                  series had rubber skin.
                  We spotted them easy.  But
                  these are new.  They look
                  human.  Sweat, bad breath,
                  everything.  Very hard to
                  spot.  I had to wait 'til
                  he moved on you before I
                  could zero him.

                            SARAH
                  Hey, I'm not stupid, y'know.
                  They can't build anything like
                  that yet.

                            REESE
                  No.  Not yet.  Not for about
                  forty years.

    Reese is driving sedately for a low profile, but his eyes
    rove constantly, searching for a place to ditch the car.
    Sarah's eyes are alert as well, and her tone becomes a bit
    too cool.

                            SARAH
                  So, it's from the future, is
                  that right?

                            REESE
                  One possible future.  Four your
                  point of view.  I don't know the
                  tech stuff.

                            SARAH
                  And you're from the future too?

                            REESE
                  Right.

    They come to a red light and Reese stops.

                            SARAH
                       (patronizingly)
                  Right...

    Like a shot she unlatches the seatbelt, pulls the door lock
    and has the door half open before Reese can react.  He catches
    her arm and hauls her struggling back into the car.

    Sarah sinks her teeth into his hand with all her strength.
    His grip doesn't slacken.
    Slowly, without releasing her, he reaches across with his
    other hand and shuts the door.  His face shows no reaction.

    Sarah draws back and stares at the blood running down his
    arm from the bite, that at his grim, scarred face.  The
    light turns green and Reese drives on.
    Sarah tastes blood and wipes her mouth.

                            REESE
                       (coldly)
                  Cyborgs don't feel pain.  I
                  do.  Don't...do that...again.

    He wipes his hand on his pants.

                            SARAH
                       (weakly, plead-
                       ing)
                  Just let me go.

                            REESE
                       (slow, but intense)
                  Listen.  Understand.  That
                  Terminator is out there.  It
                  can't be reasoned with, it can't
                  be bargained with...it doesn't
                  feel pity of remorse or fear...
                  and it absolutely will not stop.
                  Ever.  Until you are dead.

    Sarah slump in utter resignation.

                            SARAH
                       (quietly)
                  Can you stop it?

    Reese doesn't look at her.

                            REESE
                  Maybe.  With these weapons...
                  I don't know.

                                           CUT TO:

129 EXT. PARKING LOT - NIGHT 129

    Reese's car turns into the parking lot of a large hospital,
    acres of pavement dotted with sporadic parked cars.

                                           CUT TO:

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

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

                                           CUT TO:

131 EXT. POLICE HELICOPTER - NIGHT 131

    It moves between two buildings, searchlight sweeping back
    and forth.  DOWN ANGLE, past the chopper, as the circle of
    light moves across a row of parked cars.
    It passes a grey sedan with a shattered windshield.
    Flicks back.  Holds.

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

                                           CUT TO:

132 EXT. PARKING LOT/NEARBY - NIGHT 132

    LOW ANGLE DOLLY, MOVING WITH REESE AND SARAH as they crawl
    behind a row of parked cars.

    He has firm hold of her arm but she seems to be cooperating.
    In the B.G., the chopper hovers, on the far side of the lot.
    Reese approaches the door of a late model brown Buick which
    has been left with its window partway down.
    He unlocks it and they slip inside.

                                           CUT TO:

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

    TIGHT ON TERMINATOR, through the windshield of the black-
    and-white.

                            DISPATCHER (V.O.)
                       (filtered)
                  Suspect vehicle located at
                  parking lot, Cedar and Glen-
                  haven...

    FULL SHOT as Terminator's cruiser slews in a radical turn
    and roars off in the opposite direction.

                                           CUT TO:

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

    Reese uses the butt of the shotgun to smash loose the
    ignition assembly.  He begins working on the wires.  A
    police cruiser appears, moving slowly between the rows of
    cars.

    Reese grabs Sarah and pulls her down to huddle below dash
    level.  A moment later a spotlight flashes across the seats
    above them.  They hear the helicopter circling closer.

                            SARAH
                  Reese...why me?  Why does
                  it want me?

    They are lying very close, a forced intimacy.  Reese's voice
    is an urgent whisper, almost in her ear.  A cruiser passes
    so close they can hear its radio clearly.

                            REESE
                  There's so much...

                            SARAH
                  Tell me.  Just start at the
                  beginning.

    Reese musters his thoughts.  And starts.

                            REESE
                  There was a war.  A few years
                  from now.  Nuclear war.  The
                  whole thing.  All this--

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

                            REESE
                       (continuing)
                  --everythingis gone.  Just
                  gone.  There were survivors.
                  Here.  There.  Nobody knew who
                  started it.
                       (pause)
                  It was the machines.

                            SARAH
                  I don't understand...

                            REESE
                  Defense network computer. New.
                  Powerful.  Hooked into everything.
                  Trusted to run it all.  They say it
                  got smart...a new order of intelli-
                  gence.  Then it saw all people as
                  a threat, not just the ones on the
                  other side.  Decided out fate in a
                  microsecond...extermination.

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

                            REESE
                       (continuing)
                  Didn't see the war.  I was born
                  after, in the ruins.  Grew up
                  there.  Starving.  Hiding from
                  the H-K's.

                            SARAH
                  The what?

                            REESE
                  Hunter Killers.  Patrol machines.
                  Build in automated factories.
                  Most of us were rounded up, put in
                  camps...for orderly disposal.

    He pushes up the sleeve of his jacket and shows
    her a ten digit number etches on the skin of his forearm.
    Beneath the numbers is a pattern of lines like the auto-
    matic-pricing marks on product packages.

                            REESE
                       (continuing)
                  Burned in by laser scan.
                       (pause)
                  Some of us were kept alive...
                  to work.  Loading bodies.  The
                  disposal units ran night and day.
                  We were that close to going out
                  forever...

    The helicopter moves overhead.  Its searchlight illum-
    inates the car interior, moves on.  Before the rotor
    sound fads, Reese starts the car.

                                           CUT TO:

135 EXT. PARKING LOT - NIGHT 135

    Several black-and-whites are moving among the parked
    cars, slowly.

    ANGLE ON TERMINATOR'S CRUISER rolling along just above
    idle.  He peers into the row of cars, listening and
    seeing on level we can't.

                                           CUT TO:

136 INT. BROWN BUICK - NIGHT 136

    Reese is holding onto Sarah's shoulder tightly.

                            REESE
                       (continuing)
                  ...but there was one man...who
                  taught us to fight.  To storm
                  the wire of the camps.  To
                  smash those metal mother-
                  fuckers into junk.  He turned
                  it around...he brought us back
                  from the brink.
                       (pause)
                  His name is Connor.  John Connor...
                  your son, Sarah.  Your unborn son.

    Sarah stared at him.

                                           CUT TO:

137 EXT. PARKING LOT - NIGHT 137

    The brown Buick is F.G. as the nose of Terminator's cruiser
    appears behind it, moving slowly.

    C.U. - TERMINATOR, scanning.

    LOW ANGLE, past the back of the Buick, as Terminator
    cruises by.  The tailpipe, F.G., puffs quietly.
    Terminator's head snaps around.
    His eyes lock on Reese's car.
    He reaches for his shotgun.

                                           CUT TO:

138 INT. BUICK - NIGHT 138

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

                                           CUT TO:

139 EXT. PARKING LOT - NIGHT 139

    Reese's car launches forward from its space, tires
    spinning as Terminator fires from the window of the
    cruiser.

                                           CUT TO:

140 INT. BUICK - NIGHT 140

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

                                           CUT TO:

141 EXT. PARKING LOT - NIGHT 141

    Reese and Terminator race along opposite sides of a
    row of cars, approaching the exit.
    The cruiser pulls ahead and closes diagonally as they
    clear the last car.
    Reese sees the other's shotgun leveled.
    He ducks, steering blind, keeps it floored.
    The windshield and side window EXPLODES INWARD.

    The Buick slams into the black-and-white, spinning it into
    a parked truck.  TIRES SCREAM as the two cars slew around
    heading for the exit.

    SEVERAL ANGLES, as the police react.

    The chopper banks tight and dives across the tops of
    the parked cars.  Cruisers race to converge.

                                           CUT TO:

143 EXT. STREET - NIGHT 143

    LOW WIDE ANGLE, PRECEDING REESE'S BUICK as it hits the
    street, accelerating.  Terminator's cruiser slides out
    behind it, fishtails, races forward.
    Engines roar as the cars go flat out.  Buildings lining
    the street become a blur.
    The chopper arcs in behind them.
    Legitimate police, lights blazing, enter the pursuit
    one by one.

    LOW ANGLE, MOVING WITH TERMINATOR'S CAR as Reese dodges
    across all lanes ahead of it.
    Terminator gaining.
    They run an intersection at a hundred plus.

                                           CUT TO:

144 INT. BUICK - NIGHT 144

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

                            REESE
                       (yelling)
                 Steer!

    Holding the gun is both hands he leans out the window,
    still keeping the throttle mashed down.
    Sarah grabs the wheel, fighting to control the car.

                                           CUT TO:

145 EXT. STREET/BUICK - NIGHT 145

    MOVING WITH THE BUICK, looking back, as Reese aims the
    shotgun, buffeted by the windstream.
    Terminator's car, B.G., overtakes rapidly.

                            SARAH
                       (shouting)
                 Reese!

                                           CUT TO:

146 INT. BUICK - NIGHT 146

    OVER SARAH'S SHOULDER as they approach an intersection...
    red light their way and an ALPHA BETA TRUCK entering cross
    wise.

                                           CUT TO:

147 EXT. STREET/CARS - NIGHT 147

    Past Terminator, F.G., his shotgun aimed as he comes along
    side...at Reese.
    They are staring down each other's barrels.

                                           CUT TO:

148 INT. BUICK - NIGHT 148

    Sarah grabs the shift lever.

    DETAIL - SHIFTER, as she slams it into reverse.

                                           CUT TO:

149 EXT. STREET/CARS - NIGHT 149

    MOVING WITH BOTH CARS as the Buick skids with rear tires
    locked.  Reese and Terminator FIRE simultaneously.

    TIGHT ON REESE as the doorpost next to his shoulder is
    torn out by the other's blast.

    ON TERMINATOR, leaning to see around his shattered wind-
    shield.  Too late.
    He hurtles into the intersection, past the skidding Buick.
    Clips the back of the semi.
    Spins radically.
    Vaults the curb in a screeching front-end roll.

    WHIP-PANNING WITH THE CRUISER as it crashes upside-down
    through the counter area of an A & W.

    LOW ANGLE as Reese and Sarah slide to a stop in a cloud
    of tire smoke.
    Transmission fluid pours out of the car like blood.
    An instant later they are surrounded by an assortment of
    LAPD, SHERIFF'S DEPT., and CHP CARS.
    The helicopter hovers overhead.

    MEDIUM ON SARAH AND REESE, he raises his hands, through
    the side window, in plain sight. A phalanx of cops, guns
    drawn, approaches the car warily.

    Sarah looks at Reese.  Then at the cops.  She opens the door
    and runs, staggering, toward them.  Vukovich steps forward
    and pulls her away to safety.

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

                                           CUT TO:

150 EXT. A & W - NIGHT 150

    Two cops approach the overturned squad car jammed into the
    wreckage of the small building.
    They shine their flashlights inside.
    It is empty.

    The cyborg has VANISHED.

    A sign which reads 'DRIVE IN' detaches from an awning and
    crashed down across the crushed auto.

                                           CUT TO:

151 INT. VUKOVICH'S OFFICE - NIGHT 151

    Sarah, huddles in a blanket, is siting on a bench opposite
    Vukovich's desk.  Motionless.  Her eyes are fixed on the
    middle distance.  She's been crying.  Now she's emptied out.

    The door opens.
    At the sound of the latch Sarah jerks as if struck, and cringes
    involuntarily.  Vukovich enters with Traxler and DR. PETER
    SILBERMAN, a criminal psychologist.  Silberman is smooth
    of skin and manner, young, ambitious and...fat.  He is
    enthusiastic about the workings of the human psyche, as
    emotionally involved as someone pulling the wings off a fly.

    Vukovich sits beside Sarah and hands her a cup of coffee.
    He puts a paternal arm around her shoulders.

                            VUKOVICH
                 Here, drink some of this...

                            SARAH
                       (voice flat,
                       desperate)
                 Lieutenant, are you sure it's
                 them?  Maybe I should see the
                 ...bodies.

                            VUKOVICH
                 They've already been identi-
                 fied.  There's no doubt.

    Sarah  begins to cry again, slowly and very quickly.

                            SARAH
                       (to herself)
                 Of, God...Ginger...kiddo,
                 I'm so sorry.

    Vukovich takes the coffee cup from her as her arms sag and
    it starts to spill.

                            VUKOVICH
                       (gently)
                 Sarah.
                       (pause)
                 Sarah, this is Dr. Silber-
                 man.  I'd like you to tell
                 him everything Reese said
                 to you.  Do you feel up to it?

                            SARAH
                       (almost in-
                       audible)
                 I guess so.
                       (to Silberman)
                 You're a doctor?

                            SILBERMAN
                 A criminal psychologist.

                            SARAH
                 Is Reese crazy?

                            SILBERMAN
                 That's what we're going to
                 find out.

                                           CUT TO:

152 INT. HOTEL ROOM - NIGHT 152

    The room costs five dollars a night and that's steep, but
    the FIRE ESCAPE outside the window adds an element of
    strategic value.
    A silhouette slips in through the window and click on the
    single BARE LIGHT BULB.
    It's Terminator, and he's a mess.
    A bloody scarecrow with bullet wounds in stomach, chest,
    shoulder and right wrist.

    MEDIUM ON TERMINATOR as he sits at a ratty folding table
    under the light.
    His eyebrows are singed off.
    Hair a charred stubble.
    Left eyes glistening with imbedded glass shards.

    Before him on the table is an array of SMALL TOOLS.
    He removes the charred remains of his jacket and props.
    one elbow on the table.

    ANGLE PAST HIS NON-FUNCTIONAL RIGHT ARM, F.G., as he exam-
    ines it.  He picks up an X-ACTO KNIFE and cuts deeply into
    the skin of his forearm.
    His expression is one of mild concentration.

    E.C.U. - FOREARM, as he pulls back a large flap of skin to
    reveal a complex trunk of SHEATHED CABLES AND HYDRAULICS.
    They slide as he moves his fingers.

    RESUME MEDIUM, as Terminator uses a rag to wipe away the
    blood.  With small screwdrivers he begins to patiently dis-
    assemble the damaged mechanism around the 12-guage hit.

                                           CUT TO:

153 INT. DIVISION HQ/INTERROGATION ROOM - NIGHT 153

    The room is small, furnished with only a table and two chairs.
    Reese, his arms handcuffed behind him, sits opposite Dr.
    Silberman.  Behind Silberman is a large mirror.  A DETECTIVE
    leans against the wall.

                            SILBERMAN
                 So.  You're a soldier.
                 Fighting for whom?

                            REESE
                 With the One Thirty Second
                 under Perry, from '21 to '27--

                            SILBERMAN
                       (interrupting)
                 The year 2027?

                                           CUT TO:

154 INT. OBSERVATION ROOM 154

    Vukovich and Traxler are seated in the dark room, watching
    Reese, B.G., through the two-way mirror.  Just behind the
    glass is a VIDEO CAMERA ON A TRIPOD, aimed at Reese, and
    a CART holding a SMALL MONITOR and VIDEOCASSETTE RECORDER.

                            REESE
                       (through speaker)
                 That's right.

                            TRAXLER
                       (quietly, to
                       Vukovich)
                 This is fucking great.

                                           CUT TO:

155 INT. INTERROGATION ROOM 155

                            REESE
                 Then I was assigned Recon/
                 Security, last two years,
                 under John Connor.

                            SILBERMAN
                 And who was the enemy?

                            REESE
                 SKYNET.  A computer defense system
                 built for SAC-NORAD by Cyber
                 Dynamics.  A modified Series
                 4800.

                            SILBERMAN
                       (gravely)
                 I see.  And this...computer,
                 thinks it can win by killing
                 the mother of its enemy, kill-
                 ing him, in effect, before he
                 is even conceived?  A sort of
                 retroactive abortion?

                            REESE
                 Yes.

                                           CUT TO:

156 INT. OBSERVATION ROOM 156

    Traxler snorts and grins.

                            TRAXLER
                       (to Vukovich)
                 That Silberman just crack me up.
                       (pause)
                 He had this guy in here last week
                 who set his Afghan on fire.
                 Screwed it first, then set it on--

                            VUKOVICH
                       (leaning forward)
                 Shut up.

                                           CUT TO:

157 INT. INTERROGATION ROOM

                            REESE
                  ...it had no choice.
                  The defensive grid was
                  smashed. We'd taken the
                  mainframes...
                  We'd won.  Taking out
                  Connor then would make no
                  difference.  Skynet had to
                  wipe out his entire exist-
                  ence.  We captured the lab
                  complex.  Found the...what-
                  ever it was called...the
                  time-displacement equipment.
                  The Terminator had already
                  gone through.  They sent two
                  of us to intercept, then
                  zeroed the whole place.
                  Sumner didn't make it.

                            SILBERMAN
                  Then how are you supposed to
                  get back?

                            REESE
                  Can't.  Nobody goes home.
                  Nobody else comes through.
                  It's just him and me.

                                           CUT TO:

158 INT. HOTEL ROOM - NIGHT

    E.C.U. - TERMINATOR, in profile, showing his lacerated eye.
    He is close to a mirror, practically touching it, staring
    intently.

    MACRO - X-ACTO KNIFE lying on the dresser.  Terminator's
    fingers lift it.  CAMERA TILTS TO FOLLOW as it rises to
    his face, holds TIGHT ON left eye.
    With a smooth motion the knife point enters the eyeball
    and cuts away the ruins sclera and cornea, as well as part
    of the damaged eyelids.

    He wipes with a rag to clear the electronic eye's vision.
    Revealing the faintly glowing lens mechanism, suspended in
    a chrome socket by tiny servos.
    The eye whirs quietly as it tracks.

    SEQUENCE OF SHOTS, showing various repairs.
    Terminator's right hand, its wrist SUTURED crudely, holds
    a needle and sewing thread and starts to work on abdominal
    wound out of frame below.
    He slips a glove over the damaged hand.
    A motoring cap over the blistered scalp.

    A fresh shirt to hide his body wounds.
    This is followed by a new overcoat.

    C.U. - TERMINATOR, contemplating his reflection in the
    mirror.  With the hat pulled down, the collar pulled up,
    and favoring his right profile he looks unhurt...though
    a bit gaunt and pale.

    A turn of his head brings the balefully glowing left eye
    in its metal socket into view.
    He slips on a pair of tight, wrap-around sunglasses.

    FULL SHOT as he goes to the bed and flips up the stained
    mattress.  He picks up the Remington 12 gauge, the AR-180
    and the .38 off the springs and leaves by the fire escape.

                                           CUT TO:

159 INT. VUKOVICH'S OFFICE - NIGHT 159

    TIGHT ON VIDEO MONITOR showing Reese in the Interrogation
    Room.

                            REESE
                       (recorded)
                  ...It's just him and me.

    CUT WIDE revealing Sarah, Silberman, Vukovich and Traxler
    watching a monitor sitting amid incredible paperwork clutter
    on a desk top.

                            SILBERMAN
                       (recorded)
                  Why didn't you bring any
                  weapons?  Something more
                  advanced.  Don't you have
                  ray guns?

    Traxler, standing in the back, grins and nudges Silberman,
    who nods appreciatively.

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

    ON SARAH, as Silberman's voice is heard.

                            SILBERMAN
                       (recorded)
                  Show me a piece of future
                  technology.

                            REESE
                       (recorded/con-
                       trolling his
                       hostility)
                  You go naked.  Something about
                  the field generated by a living
                  organism.  Nothing dead will go.

                            SILBERMAN
                       (recorded)
                  Why?

                            REESE
                       (recorded)
                  I didn't build the fucking
                  thing.

                            SILBERMAN
                       (recorded)
                  Okay.  Okay.  But this...
                       (consults his
                       notes)
                  cyborg...if it's metal...

                            REESE
                       (recorded)
                  Surrounded by living tissue.

                            SILBERMAN
                       (recorded)
                  Of course.

    The real Silberman put the tape on "PAUSE".

                            SILBERMAN
                       (excited)
                  This is great stuff.  I could
                  make a career out of this guy.
                  You see how clever this part
                  is...how it doesn't require a
                  shred of proof.  Most paranoid
                  delusions are intricate...but
                  this is brilliant.

    He starts the tape again.

                            SILBERMAN
                       (recorded)
                  Why were the other two women
                  killed?

                            REESE
                       (recorded)
                  Most official records were
                  lost in the war.  The computer
                  knew almost nothing about
                  Connor's mother.  Her name.
                  Where she lived, just the city.
                  No scanner pictures.  The
                  Terminator was just being
                  systematic.

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

                            REESE
                       (recorded, con-
                       tinuing)
                  You've heard enough.  Decide.
                  Are you going to release me?

                            SILBERMAN
                       (recorded)
                  I'm afraid that's not up
                  to me.

                            REESE
                       (recorded/voice
                       rising)
                  Then why am I talking to you?
                  Get out.

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

                            SILBERMAN
                       (recorded)
                  I can help you...

                            REESE
                  Who is in authority here?

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

                            REESE
                       (recorded)
                  You still don't get it.
                  He'll find her.  That's
                  what he does.  All he does...

    MEDIUM ON VUKOVICH, gesturing to Silberman, who is near the
    machine, to kill it.

                            REESE
                       (recorded, con-
                       tinuing)
                  You can't stop him. He'll
                  wade through you...

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

                            REESE
                       (recorded, continuing)
                  ...reach down her throat, and
                  pull her fucking heart out...

    The screen goes black.
    Vukovich has cut off the tape.

                            SILBERMAN
                       (glancing around)
                  Sorry.

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

                            SARAH
                       (turning)
                  So Reese is crazy.

                            SILBERMAN
                  In technical terminology,
                  he's a loon.

                            SARAH
                  But...

    Vukovich hands her something that looks like umpire's
    padding.

                            VUKOVICH
                  Sarah, this is body armor.
                  Out TAC guys wear it.  It'll
                  stop a 12 gauge round.  This
                  other individual must've had
                  one under his coat.

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

                            SARAH
                  But what about him punching
                  through the windshield?

                            TRAXLER
                       (shrugs)
                  Probably on PCP, broke every
                  bone in his hand and won't feel
                  it for hours.  There was this
                  guy once that...

    Vukovich cuts him off with a gesture and sits beside Sarah
    on the bench.

                            VUKOVICH
                  Why don't you just stretch out
                  here and get some sleep.  It'll
                  take your mom a good hour to get
                  here from Redlands.

                            SARAH
                  I can't sleep.

                            VUKOVICH
                  Go ahead.  You're safe.  There're
                  thirty cops in this building.

                            SARAH
                  Okay.

    She lays her head on a wadded up blanket as everyone
    leaves the office.

                                           CUT TO:

159A INT. CORRIDOR

    Vukovich pauses outside the door, lost in thought.  Traxler
    studies him for a second.

                            TRAXLER
                  What?
                       (pause)
                  Ed, come on...the guy's a
                  wacko.

    Vukovich glances up.

                            VUKOVICH
                       (quietly)
                  He'd better be.

                                           CUT TO:

160 INT. POLICE DEPARTMENT FOYER - NIGHT 160

    Silberman can be seen through a glass partition next to
    the bullet-proof glass booth enclosing the NIGHT DESK
    SERGEANT'S counter.  The Sergeant hits a button and there
    is a loud BULL-CLACK.  The electric bolt on the security
    door opens and Silberman steps out.

    As he exits the station, he passes Terminator just coming in
    the front door.  He glances at the pale apparition in cap
    and dark wrap-arounds, but goes on.
    Terminator approaches the Desk Sergeant who barely glances
    up when he speaks.

                            TERMINATOR
                  I'm a friend of Sarah Connor.
                  I was told she is here.  Can
                  I see her, please?

                            SERGEANT
                  You can't see here.  She's
                  making a statement.

                            TERMINATOR
                  Where is she?

                            SERGEANT
                       (laconically)
                  Look.  It's gonna be a while.
                  You wanna wait.  There's a
                  bench.

    Terminator steps back, scanning the booth, the electric
    door, the rooms beyond.

                            TERMINATOR
                  I'll come back.

    He turns and walks out through the front doors.

    ANGLE PAST DESK SERGEANT, F.G. - ON FRONT DOORS, the officer
    is absorbed in paperwork, not watching as a pair of lights
    get BRIGHTER outside the doors.  RAPIDLY.  He glances up
    at the last second as the glare falls fully on him.  CRASH!
    Several cops and late night loiterers scatter as a car
    smashes into the foyer.  It blasts through the sergeant's
    booth, crushing him in the wreckage.

                                           CUT TO:

161 INT. DIVISION HQ/VUKOVICH'S OFFICE 161

    Sarah, lying on the couch, jerks awake as the crash
    REVERBERATES through the building.  She sits up, bleary-
    eyes.

                                           CUT TO:

162 INT. DIVISION HQ/CORRIDOR 162

    Through the hole in the splintered wall we see Terminator
    leap out of the car.
    He vaults the hood and smashes through the debris of the
    wall.
    Leaps to the corridor floor in a shower of plaster fragments.
    He brandishes the AR-180 like a pistol in one hand, the
    .38 in the other.
    The shotgun dangles at his side on a shoulder sling.

    LOW ANGLE DOLLY, preceding him as he starts down the
    corridor.

    ANGLE ON LOUNGE DOORWAY as TWO COPS run into the hall,
    one carrying a cup of coffee.
    Terminator fires a burst from the assault rifle.

    ANGLE ON COPS - They are flung backward in a spray of
    coffee and plaster.

                                           CUT TO:

163 INT. DIVISION HQ/VUKOVICH'S OFFICE

    Sarah is alert now with growing alarm.  The sound of
    GUNFIRE is faint...but unmistakable.  Her expression
    shows the dawning certainty of what is happening.

                                           CUT TO:

164 INT. DIVISION HQ/CORRIDOR 164

    Terminator steps over the bodies of the two cops without
    breaking stride.

    OVER HIS SHOULDER, MOVING WITH HIM as he walks down the
    hall.  Comes to a door.  Tries it.  Locked.
    Kicks it in.
    A DESK COP, drawing his gun, sprints for cover.

    ANGLE ON TERMINATOR raising the AR-180.

                                           CUT TO:

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

    In computer-enhanced vision we see the cop dash around a
    corner in SLOW MOTION.  As he disappears behind the wall
    an ANIMATED OUTLINE OF HIM is still visible...a PROBABILISTIC
    EXTRAPOLATION OF HIS MOTION.  There is a target cross-
    hair following the figure.

                                           CUT TO:

166 INT. DIVISION HQ/OFFICE - BEHIND WALL 166

    The wall erupts with a volley of shots beside the running
    cop and he is flung OUT OF FRAME.

                                           CUT TO:

167 INT. VUKOVICH'S OFFICE 167

    Shots are echoing in the hallway as Vukovich whips open
    the door, startling the hell out of Sarah.

                            VUKOVICH
                  Stay here.

    He turns the locking knob and slams the door.
    Leaving her alone.
    She flinches as more SHOTS SOUND.  CLOSER.

                                           CUT TO:

167A INT. CORRIDOR 167A

    Terminator rips the cover off the station's main electrical
    panel.  He pulls loose the hose-like 440 volt
    incoming line and feeds it directly into the lighting
    circuit.

    All down the corridor the overhead fluorescent units
    explode, showering sparks and glass.

    The building is plunged into darkness.

    Arcs SPUTTER and FLARE, lighting the corridors strobo-
    scopically.

                                           CUT TO:

167B INT. VUKOVICH'S OFFICE 167B

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

                                           CUT TO:

168 INT. CORRIDOR 168

    Through the smoke and emergency spotlights Terminator moves
    forward, inexorably.
    A door behind him opens.  A COP fires, hitting him in
    the shoulder.  Terminator fires straight-arm with the .38
    without slowing, killing the cop, then fires down the
    corridor with the assault rifle.

                                           CUT TO:

169 INT. INTERROGATION ROOM 169

    Traxler leaves the other detective to guard Reese, who is
    still handcuffed to the chair.

                            TRAXLER
                      (exciting)
                 Watch him.

    The door closes.

    An instant later a chair smashes over the detective's
    back, just as he is turning toward his prisoner.
    Reese is on him, scrabbling for the keys.

                                           CUT TO:

170 INT. CROSS CORRIDOR 170

    Traxler is running down the hall through smoke and the
    wild strobing of electrical fires as Vukovich steps
    out of an armory room.  He tosses Traxler an M-16 and
    they run on.

                                           CUT TO:

171 INT. MAIN CORRIDOR 171

    Terminator stops before another door.  He BLASTS the lock
    with the riot-gun.  Flings open the door, scanning.
    Moves on.
    He is hit twice, chest and leg.
    Firelight flickers from an office doorway as he passes.

                                           CUT TO:

172 INT. VUKOVICH'S OFFICE 172

    Sarah scrabbles for a place to hide in the darkened room
    but it's so tiny.  Behind the desk.  She crouches unable to
    believe she has awakened into the same nightmare.

                                           CUT TO:

173 INT. OFFICE NEARBY 173

    ANGLE ON DOOR as it splinters open and Terminator stands,
    guns raised.  A COP fires from behind a desk.
    Terminator sprays the room.
    Starts to reload.

                                           CUT TO:

174 INT. CORRIDOR

    Vukovich edges open a door and fires half a clip into
    Terminator's back.  His eyes  bulge as the intruder turns,
    slamming a clip into his rifle and calmly fires two rounds.
    Traxler drags Vukovich's body back inside the room.

                            TRAXLER
                  Ed!  Ed...?

                                           CUT TO:

175 INT. CORRIDOR 175

    TIGHT ON TERMINATOR, moving forward, intent

                                           CUT TO:

176 INT. VUKOVICH'S OFFICE 176

    MEDIUM ON SARAH, her teeth are chattering with fear as
    SHOTS echo nearby.  There is the RHYTHMIC THUNDER of the
    shotgun, rattling AUTOMATIC FIRE, SCREAMING, and the sound
    of RUNNING FEET.  Getting closer.

    SLOW DOLLY IN ON SARAH begins, ending in TIGHT C.U. as the
    sounds get louder.  More SHOTS.
    Smoke begins to seep under the door.

    DETAIL - DOORKNOB rattling as it is tried from outside.

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

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

    FULL ON DOORWAY - The door bangs open and a figure stands
    silhouetted in the smoky hallway, holding a pistol.

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

                            REESE (V.O.)
                  Sarah?

    FULL SHOT - She scrambles out from beneath the desk and runs
    to him in the thickening smoke.

                                           CUT TO:

177 CONNECTING OFFICES 177

    PANAGLIDE FOLLOWING REESE AND SARAH as they cross the
    corridor and move through a series of offices, doubling back
    toward the main entrance.

                                           CUT TO:

178 INT. OFFICE 178

    Sarah and Reese move rapidly through the smoke.
    Gunfire sounds nearby.  They pass bodies.

                            VUKOVICH (V.O.)
                       (weakly)
                 Reese!

    They find the Lieutenant propped in a corner, dying.
    Reese bends toward him.
    Vukovich holds out his custom Colt Python .357.

                            VUKOVICH
                       (continuing)
                 You just keep her alive.  Do
                 what you have to.

    Reese snatches the gun and the keys and runs on.

    C.U. - VUKOVICH watching them go.

                                           CUT TO:

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

    FAST PANAGLIDE PRECEDING TERMINATOR as he runs through
    the smoky rooms.  A fire is burning, lighting everything
    a flickering orange.
    He emerges onto a landing through a side entrance.  PAN
    to follow his line of sight as he snaps the AR-180 to
    his shoulder.  B.G. a BLUE VOLKSWAGEN RABBIT is roaring
    away across the parking lot.

    TIGHT ON TERMINATOR aiming carefully.  He pulls the trigger.
    It clicks...empty.  Slowly he lowers the scope-sight from
    his eye and watches them go.

    Terminator limps down the steps from the landing and walks
    away as the fire spreads behind the windows of Division
    Headquarters.

                                           CUT TO:

180 INT. RABBIT - NIGHT 180

    DETAIL - GAS GAUGE, it reads EMPTY.

                                           CUT TO:

181 EXT. HIGHWAY - NIGHT 181

    The Rabbit is stopped on the shoulder of a two lane
    secondary road winding through the hills north of L.A.
    Reese is fishing objects out of the car's trunk and
    handing them to Sarah, who holds a flashlight.
    He hands her a blanket, some road flares, and a first
    aid kit.  Then he slams the trunk.  Reaching through the
    side window, he turns the wheel and pushes the car off
    the shoulder, over the embankment.

    DOWN ANGLE INTO RAVINE, past Sarah and Reese, as the car
    trundles down crashing through the underbrush to dis-
    appear among the trees.

    Reese looks out across the valley and the lights of L.A.
    A helicopter circles in the distance, searchlight on.

                            REESE
                 Let's get off the road.

                                           CUT TO:

182 INT./EXT. DRAINAGE CULVERT - NIGHT 182

    ANGLE LOOKING OUT from the mouth of an enclosed concrete
    storm drain that passes under the road.  Reese, followed
    by Sarah, trudges down the slope and ducks inside.
    The floor is wet but he doesn't seem to mind.
    They both hunker down with their backs to the concrete,
    facing each other.
    They look beaten, grimy, exhausted.
    She huddles under the blanket, waif-like.

                            REESE
                  You cold?

                            SARAH
                  Freezing.

                            REESE
                  Come here.

    She sits beside him and they wrap their arms around each
    other with the blanket covering both of them.

                            SARAH
                  Reese...you got a first name?

                            REESE
                  Kyle.

                            SARAH
                  Kyle, what's it like when you
                  go through time?

                            REESE
                  White light.  Pain.  Like
                  being ripped inside out...
                  slowly.  Like being born,
                  maybe.

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

                            SARAH
                  You're wet.  Oh my god.

    In the beam of the flashlight her hand is glistening
    with blood.

                            REESE
                  I caught one, back there.

                            SARAH
                       (incredulous)
                  Caught one?  You mean you
                  got shot?

    Reese shrugs.

                            REESE
                  It's not bad.

    Sarah sits up and turns toward him.

                            SARAH
                  We gotta get you to a doctor.

                            REESE
                  It's okay.  Forget it.

                            SARAH
                  Forget it?  Are you crazy?
                  Let me see it.

    Sarah opens his jacket and the flashlight beam shows his
    shirt bloodsoaked at the shoulder.

                            SARAH
                       (continuing)
                  Jeez.  You idiot.  Take
                  this off.

    She cradles the flashlight between her knees and opens
    the first aid kit as he removes his jacket.

                            REESE
                       (looking at the
                       wound)
                  See.  Missed everything.
                  Passed through the meat.

    Sarah starts swabbing the flesh wound.

                            SARAH
                  This is gonna make me puke.
                  Talk about something.

                            REESE
                  What?

                            SARAH
                  Just talk.  Tell me about
                  my son.  Is he tall?

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

                            REESE
                  About my height.  He
                  has your--
                       (winces)
                  ...damn...he has your
                  eyes.

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

                            SARAH
                  What's he like?

                            REESE
                       (thoughtful)
                  You trust him.  He's got that
                  strength.  You'd die in a
                  second for John.

                            SARAH
                  Well, at least I know what
                  to name him.  I don't suppose
                  you'd know who the father is?
                  So I don't tell him to get
                  lost when I meet him.

                            REESE
                  John never said much about
                  him.  He dies.  Even before
                  the war...

                            SARAH
                       (interrupting)
                  Stop!  I don't want to know.
                  Hold still.  So...it was John
                  that ordered you here?

                            REESE
                  I volunteered.

                            SARAH
                  You volunteered?

                            REESE
                  It was an honor.  A chance
                  to meet the legend.  Sarah
                  Connor.  Who taught her son
                  to fight...organize, prepare.
                  From when he was a kid.  When
                  you were in hiding, before
                  the war.

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

                            SARAH
                  You talk about things I haven't
                  done yet in the past tense.  It's
                  making me crazy.  I can't think.
                       (pause)
                  Are you sure you've got the
                  right person?

    Reese appraises her coldly.

                            REESE
                  I'm sure.

                            SARAH
                  Come on, me? The mother
                  of the future?  Am I tough?
                  Organized?  I can't even balance
                  my checkbook.  I cry when I see
                  a cat that's been run over...
                  and I don't even like cats.

    She pulls the bandage tight with a knot.

                            REESE
                  Ow!  No, it's okay.  It's
                  better tight.

                            SARAH
                  And anyway, what do I know
                  about guerrilla warfare?

                            REESE
                  You'll learn.

                            SARAH
                       (angry)
                  Look, Reese, I didn't ask for
                  this honor and I don't want it.
                  Any of it.

                            REESE
                  John gave me a message for
                  you.  Made me memorize it.
                  'Sarah"...this is the message...
                  'Sarah, thank you.  For your
                  courage through the dark years.
                  I can't help you with what you
                  must soon face, except to tell
                  you that the future is not set...
                  there is no such thing as Fate,
                  but what we make for ourselves
                  by our own will.  You must be
                  stronger than you imagine you
                  can be.  You must survive, or I
                  will never exist.'  That's all.

    Sarah stares at him as the enormity of it all becomes real
    to her.  Reese moves his arm, testing the bandage.

                            REESE
                       (continuing)
                  Good field-dressing.

                            SARAH
                       (brightening)
                  You like it?  It's my first.

    He rebuttons his shirt and they return to the warmth-
    conserving embrace.  Sarah gazes out the entrance, into
    the night.

                            REESE
                  Sleep.  It'll be light soon.

                            SARAH
                       (closing her
                       eyes)
                  Okay.  Talk some more.

                            REESE
                  About what?

                            SARAH
                       (murmuring)
                  About where you're from.

    Kyle watches the helicopter circling far in the distance.

                            REESE
                  Alright.
                       (pause)
                  You stay down by day, but at
                  night you can move around.
                  The H-K's use infra-red so you
                  still have to watch out.
                  But they're not too bright.
                  John taught us ways to dust them
                  them.  That's when the infiltra-
                  tors started to appear.  The
                  Terminators were the newest,
                  the worst...

    During his monologue we have PANNED into the darkness outside
    and to the helicopter, which flies OUT OF FRAME, leaving
    black.  A ROTOR ROAR fades up.

                                           CUT IN BLACK TO:

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

    Black sky.  Stars.
    With a roar an AERIAL PATROL CRAFT enters close overhead.
    It has flashing red and blue lights and powerful search-
    lights which stab down.

    TILT DOWN

    to a vista of moonlit devastation.
    White ash blows in drifts among fire-gutted ruins.
    Blackened bones lie everywhere in heaps.
    Searchlights sweep the night.
    Another aerial unit hovers several blocks away, firing
    tracers into the ruins.

                                           CUT TO:

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

    LOW ANGLE

    as a gleaming chrome H-K grinds through the debris of the
    shattered street on its tank-like tracks, crushing burnt
    skulls.
    Its head turns slowly, playing high-intensity lights over the
    buildings.
    Its hydraulic arms are folded, mantis-like, against its
    'torso'.  After it passes a number of human figures dart
    from shadow to shadow, B.G.

                                           CUT TO:

185 INT. TUNNELS - NIGHT 185

    Reese is among a SQUAD OF MEN in black fatigues, carrying
    equipment and energy rifles, who enter a debris-littered
    tunnel.

    PANAGLIDE WITH THEM as they trot through a labyrinth of
    tunnels, pass several guard-posts.  Reese has a GERMAN
    SHEPHERD on a short leash.

                                           CUT TO:

186 INT. PARKING STRUCTURE - NIGHT 186

    The platoon enters a cavernous chamber, an old parking
    structure, in which a large group is gathering.
    As the entrance, ARMED SENTRIES with dogs are passing in
    new arrivals: men wearing mismatched uniforms or rags and
    carrying all types of weapons from lasers to shotguns.
    Weapons are left at the sentry post.

    FOLLOWING REESE as he patrols the perimeter.
    He walks along a row of CARS, models from the eighties and
    nineties, now stripped, rusty and modified to carry weapons.
    There are conventional military vehicles as well.
    He passes several family groups.
    Gaunt kids are huddles around an old TV SET.
    Its glow bathes them.

    REVERSE ANGLE reveals that the set has been gutted and a
    small cookfire crackles inside the shell.
    Nearby a kid has a LARGE RAT cornered and is whacking it
    with a stick.

    Reese pauses at the end of the row of vehicles and unsnaps
    a pocket in his tunic, removing a small paper rectangle,
    a worn photograph.

    C.U. - REESE, gazing down.  His head snaps around at the
    sudden sound of BARKING.

    ANGLE ON SENTRY POST as the dogs go crazy.

                            SENTRY
                       (shouting)
                  Terminator!

    An innocuous, RAG-DRESSED MAN flips back his poncho to
    reveal a powerful PLASMA-RIFLE.  He opens FIRE, running
    forward.  ENERGY BOLTS rip into the crowd.

    MOVING WITH REESE, running toward the Terminator.

    RAPID CUTS:

    POWERBOLTS EXPLODE among the fleeing people.
    Beams sear the darkness.
    A running CHILD is BURST by a plasma hit.

    ANGLE ON REESE running.  He levels his energy-rifle and
    starts firing.  A powerbolt grazes his cheek, EXPLODING
    a support column behind him.  Part of the ROOF COLLAPSES
    as Reese tumbles.

    Everything is lit as if by lightning.

    C.U. - REESE, semi-conscious.  Burned.  Bleeding.
    Impressions implode on him: running feet, flashes, energy
    beams raking the ground leaving molten worm-tracks, scream-
    ing, a burning dog howling.

    DETAIL - The picture Reese has been looking at has fallen,
    forgotten.  It catches fire and starts to curl.  Before
    the image vanishes we see that it is a picture of Sarah.

    Reese looks up.
    A figure looms above, a silhouette in the smoky, hellish
    glare.  THE TERMINATOR.  Its  eyes glow red.

    A brilliant EXPLOSION WHITES OUT THE SCREEN.

                                           CUT TO:

187 INT. CULVERT - DAWN 187

    C.U. - SARAH, brightly lit by daylight.  Asleep.  She grimaces
    and groans.
    In the distance a dog is barking.

    Reese, still holding her, lightly lifts her hair from her
    face.  An uncharacteristically tender gesture.  He gently
    caresses her cheek with the backs of his fingers.  When
    she awakens suddenly he snaps his hand away.

    Sarah looks around, momentarily disoriented.  Looks up at
    Reese.

                            SARAH
                  I was dreaming about dogs.

    Reese extricates himself from her and steps out of the
    culvert.

                            REESE
                  We used them to spot Terminators.

    Sarah groans as she straightens her legs.

                            SARAH
                  Your world...it's pretty
                  terrifying.

                                           CUT TO:

189 EXT. HIGHWAY - DAWN 189

    Sarah catches up to him just as he is about to try and
    stop an approaching car.  She pulls his gun hand down with
    both of hers.

                            SARAH
                  Put that away.  I'll get one.

    She hold out her thumb to passing traffic.
    Reese watches this incomprehensible ceremony skeptically.

                            SARAH
                       (continuing)
                  This works...really.

                                           CUT TO:

189A EXT. HIGHWAY/PICKUP - DAY 189A

    Reese and Sarah are crammed into the cab of a beat-to-hell
    PICKUP TRUCK with the DRIVER, obviously a surfer.  Laid-
    back, long-haired and well-tanned.
    Reese glowers and watches the scenery through slitted eyes.

                            DRIVER
                  ...and when it breaks right
                  off the point they get some
                  pretty rad tubes up there.
                  Not awesome, but I mean, worth
                  the drive, if you're hardcore
                  like me.

                            REESE
                       (to Sarah)
                  Rad tubes?

                            SARAH
                       (to Reese)
                  He's a surfer.

                            DRIVER
                  You from back East of
                  something?

                            SARAH
                  No, he's from the future.

                            DRIVER
                  Whoah.  I hear that.
                       (pause)
                  Listen, I had a rough
                  night.  I gotta stop and
                  bag some Z's.

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

                                           CUT TO:

190 EXT. SERVICE STATION - DAY 190

    The gas station is like an oasis of clutter in a rolling
    stretch of meadows and woods.  It consists of a bunker-
    like building with restrooms and a flanking PICNIC AREA,
    beyond which are WOODS.
    People sit under the trees, enjoying the beautiful day
    while children tear around after the forced inactivity of
    a long trip.

    The three of them get out on unsteady legs.

                            DRIVER
                  You can still ride if
                  you wanna hang out for a
                  couple hours.

                            SARAH
                  Thanks.

                            REESE
                  Bag some Z's?

                            SARAH
                  Let's get cleaned up, Kyle.

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

                            REESE
                       (pushing him out)
                  Yours is over there.

    Instead of following her directions to the Men's Room,
    Kyle wanders toward the drinking fountain.  A bunch of
    kids are running around and throwing water at each other
    with paper cups.

    Reese shambles through them like a zombie.
    He stands among the children, an alien in this land without
    fear.  He watches people at picnic tables laughing and
    listening to portable music.  Kids squeal.  Dogs bark.

                            LITTLE GIRL (V.O.)
                  Can you get my balloon?

    DOWN ANGLE on an achingly beautiful LITTLE GIRL of about
    four.  She points above his head.

    Reese looks up to see a helium-filled mylar balloon stuck in
    the foliage of a tree just above him.  He pulls it down by
    the string and holds it, turning it over dully.

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

                            REESE
                  Aren't you afraid to be out in
                  the open like this?

                            LITTLE GIRL
                  Huh?

    Reese whirls reflexively at a SCREAM behind him.  The
    mylar balloon bursts in his tense hands.  A teenage girl
    is being doused with water by the boys with plastic jugs.

    The little girl looks at the broken balloon, then glares
    at Reese.  She punches him soundly on the shoulder and
    storms off.

    At this moment she is bowled over by an IRISH SETTER that
    licks her face while she shrieks with laughter.
    Reese seems about to smile but doesn't quite know how to
    go about it.

                                           CUT TO:

191 EXT. SERVICE STATION/PAY PHONE - DAY 191

    Sarah is talking on an open pay phone.

                            SARAH
                  ...I know, Mom.  This is the
                  soonest I could...I know.
                  Mom...Mom, I can't talk long.
                  No, I'm okay.
                       (pause)
                  I was on TV?  Really?
                       (pause)
                  Oh no, I hate that picture...
                  why didn't you give them my
                  graduation picture?
                       (pause)
                  I'm okay, really.  Listen, I
                  want you to pack some stuff
                  and go up to the cabin for a
                  few days.  Just don't...no,
                  don't ask any questions.
                  Just do it.  I gotta get
                  going...gotta go.  Bye, bye.

    Sarah has been idly leafing through the DIRECTORY.  On
    a whim she looks up something.
    She freezes for a moment when she finds the listing.
    Then with a triumphant expression she rips the page out
    of the book.
                                           CUT TO:

192 EXT. SERVICE STATION/PICNIC TABLE - DAY 192

    Sarah is sitting at a table under a tree, lettering
    something with a lipstick on a cardboard box-flap.

    E.C.U. - SIGN, as the last letters are finished.
    It reads:
    SILICON VALLEY

    FULL ON SARAH as she retracts the lipstick and leans
    across to hand it to a girl at the next table.

                            SARAH
                  Thanks a lot.

                            REESE (V.O.)
                  What's that?

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

                            SARAH
                  That's where we're going.

                            REESE
                  Why?

    Sarah point to the directory page lying on the table.

    MACRO - PAGE

    Sarah's finger points to a listing which reads:

    CYBER DYNAMICS CORPORATION
    18144 El Camino Real, S'Vale

    ANGLE ON SARAH AND REESE

    She looks smug.

                            SARAH
                  Look.  I found it.  Isn't
                  that it?  Cyber Dynamics
                  Corporation?

                            REESE
                  What about it?

                            SARAH
                  Didn't you say that they're
                  going to develop this
                  revolutionary new thing...

                            REESE
                  Molecular-memory.

                            SARAH
                  Whatever...they become the
                  hotshot computer guys so they
                  get the job to build El Computer
                  Grande...Skynet...for the
                  government.  Right?

                            REESE
                       (uneasy)
                  That's the way it was told
                  to me.

    Sarah's fear has been replaced by excitement.

                            SARAH
                  Well, we're gonna uninvent the
                  bastard.  Eighty-six it.  We'll
                  blow up the place...burn it
                  down.  Something.

                            REESE
                       (very cold)
                  Tactically dangerous.  We
                  lay low.

                            SARAH
                  Reese.  Think it through.
                  We can prevent the war.
                  Nobody else is gonna do it.
                  If we go to anybody official
                  we wind up back in jail and
                  then that walking cuisinart
                  has got us again.  We have to
                  so it ourselves.

                            REESE
                  That's not my mission.

                            SARAH
                       (upset, mocking
                       his manner)
                  Listen.  Understand.  I'm
                  not a military objective,
                  Reese.  I'm a person...
                  You don't own me.

    Reese takes her arm and pulls her to her feet.

                            REESE
                  Let's go.  Time to move out.

                            SARAH
                  Fuck you!  Let go of me!

    She jerks her arm free.  He reaches for her again but
    she outdistances him, running.

                            REESE
                       (warning tone)
                  Sarah!

    She dashes down a footpath among the trees, clutching her
    sign.  Reese follows her into the woods.

                                           CUT TO:

193 EXT. WOODS/CLEARING - DAY 193

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

    PANNING WITH SARAH

    as she runs down the path.
    Reese tackles her from behind and they fall together in
    the long spring grass.
    She struggles violently to get away.

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

    She gets one arm free and whacks him hard in the face.
    Reese reacts instinctively, leaping back in a defensive
    crouch.  Sarah freezes when she sees the .357 in his
    hand.

                            SARAH
                       (continuing,
                       scared, but
                       angry)
                  Oh, that's real smart.
                  Go on, shoot me. That's
                  brilliant.

    Reese is trembling as he lowers the gun.
    Sarah too is shaking with emotion.  Tears roll down her
    cheeks and her voice cracks.

                            SARAH
                       (continuing)
                  Jesus Christ, Reese.  Can't
                  you see I'm scared?

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

                            SARAH
                       (continuing)
                  I can't spend my life waiting
                  for that thing to catch up
                  with me...always looking over
                  my shoulder, wondering if I
                  left some tiny clue behind...

    Reese doesn't respond.
    The gun slips from his fingers.
    His will seems to drain from him and he sags to his knees.
    The moment stretches.
    There is only the sunlight moving in shafts through the
    leaves, the sound of a small stream nearby, birds chirping.

                            SARAH
                  Reese?

    She crawls over to him.

    C.U. - REESE

    in profile, with Sarah in B.G.
    His eyes are closed.
    A tear meanders down his cheek.

                            SARAH
                       (continuing,
                       quietly)
                  Kyle?

                            REESE
                       (a whisper)
                  I'm wrong here.  I wasn't
                  meant to see this...

    He gestures at their surroundings.

                            REESE
                       (continuing)
                  It's...like some dream.
                  This...this...

    He touches the grass, the trunk of a tree.

                            REESE
                       (continuing)
                  ...and you...all so...beauti-
                  ful.  It hurts, Sarah.  More
                  than death.

    He looks are her beseechingly.

                            REESE
                       (continuing)
                  Don't you understand...it's
                  all gone!

    Sarah puts her arm around him.
    She sniffs and wipes at her nose with the back of her hand.

                            SARAH
                  We can change it, Kyle.  We
                  have to try.

    She takes his shoulder in her hands.

                            SARAH
                       (continuing)
                  There's no fate but what we
                  make for ourselves. Right?
                  Come on.  Let's go, kiddo.
                  Whaddya say?

    He picks up her sign and they look at each other for a
    second, then get up.

                                           CUT TO:

194 INT. TERMINATOR'S HOTEL ROOM - DAY 194

    Terminator sits in his room with the blinds drawn tight.
    Murky.  Claustrophobic.  With knife-slits of hot sunlight.

    MEDIUM ON TERMINATOR

    sitting on the edge of the bed.
    His appearance isn't improving.

    A patch of SCALP is blown away, revealing CHROME underneath.
    A flap of skin dangles from his cheek, which exposes some
    of the DRIVE CABLES which move the lips.
    He is scanning Sarah's address book, turning a page every
    two seconds.

    C.U. - TERMINATOR

    his eyes tracking rapidly.  His skin is waxy, WHITE, BRUISED,
    GANGRENOUS in places.  He ignores the FEW FLIES crawling
    on his face.

                                           CUT TO:

194A/FX POV - TERMINATOR 194A/FX

    Showing Sarah's book.
    In microseconds the handwritten entries are translated
    into CRT-type characters and displayed to one side of the
    screen.  This updates instantly as the page is turned.

                                           CUT TO:

195 INT. HOTEL CORRIDOR - DAY 195

    A MIDDLE-AGED MAN with a torn T-shirt covering his paunch
    knocks on the door.  He is wheeling a trash cart.

                            MAN
                  Hey, buddy, you got a
                  dead cat in there of what?

                                           CUT TO:

196 INT. TERMINATOR'S HOTEL ROOM - DAY 196

    TIGHT ON TERMINATOR

    as he looks up.

                                           CUT TO:

197/FX POV - TERMINATOR 197/FX

    The digitized image PANS to the door and a LOGIC-FLOW
    DIAGRAM appears overlaid in color-coded words.  It con-
    cluded with a list of potential appropriate responses:

    YES/NO
    OR WHAT
    GO AWAY
    PLEASE COME BACK LATER
    FUCK YOU
    FUCK YOU, ASSHOLE

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

                                           CUT TO:

198 RESUME ANGLE

                            TERMINATOR
                  Fuck you, asshole.

    He returns to his scan.

                                           CUT TO:

199 INT. CORRIDOR - DAY 199

    The man shrugs and walks down the hall.

                                           CUT TO:

200 EXT. MOTEL - DAY

    The two fugitives walk toward an economy motel of the
    two-story park-by-the-door variety.
    Sarah turns to wave as a TRACTOR-TRAILER pulls away noisily,
    heading back to the Interstate.  The driver answers her wave
    out the side window.  Reese stops for a moment outside the
    motel office to pet a GERMAN SHEPHERD sitting on the porch.
    The dog wags its tail and licks his hand.

    Reese opens the door and they go in.

                                           CUT TO:

201 INT. MOTEL OFFICE - DAY 201

    Reese pulls a crumpled wad of bills from his jeans and shows
    it to Sarah.

                            REESE
                  Is this enough?

                            SARAH
                  Yes.  And I don't want to
                  know where you got it.

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

                            SARAH
                       (to clerk)
                  We need a room...with a
                  kitchen.

                                           CUT TO:

202 INT. MOTEL ROOM - DUSK

    Kyle and Sarah enter the spartan room.

                            SARAH
                  I'm dying for a shower.  You
                  could use one too.  And we'd
                  better check that bandage.

                            REESE
                  Later.  I'm going out for
                  materiel.  Keep this.

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

    She takes it without thinking as he leaves then realizes
    that she has A LOADED GUN IN HER HAND, without the slightest
    idea of how to use it.  She lays it gently on the dresser.
    As an afterthought, she turns it with one finger so that it
    is pointing the other way.

    Sarah moves the curtain slightly and looks outside.

                                           CUT TO:

203 EXT. MOTEL - DUSK 203

    Reese walks away toward a commercial area visible down the
    road.

                                           CUT TO:

204 INT. MOTEL ROOM - NIGHT 204

    Sarah is on the phone, her hair still wet from a shower.
    She sits on the bed with a towel wrapped around her.

                            SARAH
                  ...No, Mom, I can't tell you
                  where I am.  I was told not
                  to say.

                            SARAH'S MOM (V.O.)
                       (filtered)
                  But honey, I need to know where
                  I can reach you or I'll be
                  worried sick.  It turns out I
                  can't stay up here...the
                  electricity's off...and I don't
                  know just where I'll be.

    Sarah hesitates, then:

                            SARAH
                  Okay, here's the number.  Are
                  you ready?

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

                                           CUT TO:

205 INT. MOUNTAIN CABIN - NIGHT 205

    SLOW PAN around the room as the conversation between Sarah
    and her Mom continues, completely VOICE OVER.

                            SARAH (V.O.)
                       (filtered)
                  It's 408-972-1439.  Room 14.

                            SARAH'S MOM (V.O.)
                       (filtered)
                  I got it.

    The PAN continues, revealing an overturned chair.

                            SARAH (V.O.)
                       (filtered)
                  Okay, I've gotta go.  I'm
                  sorry I can't tell you very
                  much now, Mom.  I love you.

    The PAN comes to a table.  Smashed plates.  Spilled coffee.
    A spatter of blood.  A phone.  It follows the phone cord
    onto Terminator in CLOSE-UP as he continues in a perfect
    simulation of her mother's voice...

                            TERMINATOR (MOTHER'S VOICE)
                  I love you too, sweetheart.

                                           CUT TO:

206 INT. MOTEL ROOM - NIGHT 206

    Sarah hangs up the phone, vaguely disturbed.

                                           CUT TO:

207 INT. MOUNTAIN CABIN - NIGHT 207

    Terminator rapidly dials the number Sarah gave.

                            TERMINATOR (HIS VOICE)
                  Hello.
                       (pause)
                  Tell me your address there.

                                           CUT TO:

208 INT. MOTEL ROOM - NIGHT 208

    TIGHT ON SEVERAL GROCERY BAGS

    covering the counter beside the hot-plate in the tiny
    apartment.

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

    FULL SHOT

    Sarah looks through Reese's haul.

                            SARAH
                  Let's see.  Corn syrup.
                  Ammonia.  Moth balls...
                  Mmm.  What's for dinner?

                            REESE
                       (preoccupied)
                  Plastique.

    There are also boxes of shotgun shells, road flares, tape,
    scissors, pans, a strainer and many other odd utensils,
    substances, chemicals.

                            SARAH
                  What's that?

                            REESE
                  Nitroglycerin, basically.
                  Bit more stable.  I learned
                  howto make it when I was a
                  kid.

    Sarah looks a bit stricken as she contemplates the evening
    ahead.

                                           CUT TO:

209 EXT. HIGHWAY/CHEVY CAMARO - NIGHT 209

    The dashlight illuminated Terminator from beneath as he drives
    through the night.  He looks like Death.  His left eye
    glows a faint red in the darkness.

                                           CUT TO:

210 INT. MOTEL ROOM - NIGHT 210

    A heartwarming domestic scene.
    Sarah and Kyle have pulled the dresser out to use as a
    worktable.  Pans, packages and bottles clutter the kitchen,
    B.G.  On the table between them are eight ten-inch lengths
    of PLUMBER'S PIPE, threaded each end.  Kyle is showing
    Sarah how to tamp the HIGH-EXPLOSIVE PUTTY into the pipe
    bombs and seal them shut.

                            REESE
                  Make sure there's none on the
                  threads, like this.  Now screw
                  the end-cap on...very gently.


                            SARAH
                  You must have had a fun child-
                  hood.

                            REESE
                  That's good.  Now, seven more
                  like that while I make fuses.

                            SARAH
                  I was thinking, there's so
                  much I've got to show you
                  when we get through this.
                  It's mind boggling, the pos-
                  sibilities...Disneyland, the
                  beach, movies...matinees with
                  popcorn and foot-long hot dogs...

                            REESE
                  Hot dogs?

                            SARAH
                  I want to buy you a hot dog so
                  bad,Kyle...all the things you've
                  never seen and done.  You're here,
                  but wherever you go, and whatever
                  you touch, you bring the war with
                  you.

                            REESE
                  My whole life has been combat.

                            SARAH
                  I want it to be over for you.

                            REESE
                  Not possible.

                            SARAH
                  I want it to be over for me too.
                  I feel like I slipped over some
                  invisible line, that I'm in your
                  world now.  Everything's the same,
                  but I see it differently.
                  It's like, there's you and me,
                  and him...but nobody else can
                  understand or help or even touch
                  us.

    Reese looks up and finally catches her gaze.  He reaches
    out for her hand and it seems he may be taking it to
    comfort her.
    But he turns her wrist to read her watch.

                            REESE
                  We'll head out at 0200.
                  That gives you four hours
                  to sleep if you want.  I'll
                  finish.

                                           CUT TO:

211 INT. MOTEL ROOM - NIGHT 211

    ANGLE ON TABLE - The bombs are neatly ranked, finished.
    A nylon satchel lies nearby.  The mess is cleaned up.

    WIDE SHOT reveals Reese sitting in silent vigil at the
    window.  The room is dark, lit only by a streetlight
    outside.
    Sarah is asleep on the bed.

    Reese sits cross-legged, shirtless, his body held rigid.
    The image of discipline.  The .357 is held loosely in one
    hand on his lap.  There is a fresh bandage on his shoulder.

    Sarah wakes up and goes to him in the darkness.  He looks
    at her for a moment as she sits beside him, then back outside.

                            SARAH
                  He'll find us, won't he?

                            REESE
                  Probably.  Sarah, if I get
                  zeroed...

                            SARAH
                  Don't say that.

                            REESE
                  If I do, you have to get away,
                  disappear without a trace.
                  Different country, different
                  name, everything.  In case they
                  send another one.

                            SARAH
                  It'll never be over, will it?
                  Look at me, I'm shaking.
                  Some legend, huh?  You must
                  be pretty disappointed.

                            REESE
                  No.  I'm not.

    Several beats before Sarah speaks again.  Her eyes seem
    luminous in the dark.

                            SARAH
                       (softly)
                  Kyle, the women in your
                  time...what were they like?

                            REESE
                  Good fighters.

                            SARAH
                  That's not what I meant.
                  Was there someone special?

                            REESE
                  Someone?

                            SARAH
                  A girl.  You know.

                            REESE
                       (mechanically)
                  No.
                       (pause)
                  Never.

    He looks away, outside the window

                            SARAH
                       (softly)
                  I'm sorry.

    Sarah studies him for a moment.
    She's sitting slightly behind him and she puts her hands
    on his shoulders and back, tracing the lines of his scars
    with her fingertips.

                            SARAH
                  So much pain.

                            REESE
                  Pain can be controlled.
                  You disconnect it.

                            SARAH
                  And so you feel nothing.

                            REESE
                  It's better that way.

                            SARAH
                       (with great
                       sympathy)
                  Oh, Kyle.

    Reese takes a long, slow breath before he answers, and when
    he does his voice has a new quality, an unfamiliar tenderness.

                            REESE
                  John Connor gave me a picture
                  of you once.  I never knew
                  why.  It was very old. Torn.
                  Faded.  You were young, like
                  you are now.  You weren't
                  smiling...just a little sad...
                  I always wondered what you
                  were thinking at that second.

    He closes his eyes, reaches toward her.  His fingertips
    trace the contour of her nose, chin, cheeks.

                            REESE
                       (continuing)
                  I memorized every line, every
                  curve...

    He opens his eyes, looking right at hers.

                            REESE
                       (continuing)
                  Sarah, I came across time
                  for you.  I love you.
                  I always have.

    Sarah is quietly overwhelmed.
    Reese looks away.

                            REESE
                       (continuing)
                  I'm sorry.  I shouldn't
                  have said...

                            SARAH
                  Kyle...


    She leans forward and kisses him.
    His face is frozen.  A mask.
    She continues, tenderly.
    He begins to respond.
    The dam breaks and he holds her in a tight, trembling
    embrace, clinging to her like life itself.

    Kyle picks her up and carries her to the bed.
    She kisses his neck and chest, tracing his scars with
    her lips.

    He unbuttons her blouse very slowly.
    Sarah guides his powerful hands over her.

    A SEQUENCE OF CUTS.  DETAILS.  IMPRESSIONS.

    Sarah, a very close angle, as she grimaces in divine agony.
    Reese, his face rapt.
    His hand, clutching the pillow as if to kill it.
    It is explosive, torrential.  A confluence of fate and will.

                                           CUT TO:

212 INT. MOTEL ROOM/LATER - NIGHT 212

    TIGHT ON SARAH AND REESE in each other's arms.  Lying
    across his chest, she surveys his face as his eyes close
    drowsily.

                            SARAH
                  I bet you're ticklish.

                            REESE
                       (uncompre-
                       hending)
                  Ticklish?

    Sarah's hand moves OUT OF FRAME.  After a moment Reese
    looks down, puzzled.

                            REESE
                  What are you doing?

                            SARAH
                       (continuing
                       doggedly)
                  You'll beg for mercy in
                  a second.

    Reese seems unperturbed.  Finally he begins to squirm.

                            REESE
                  I don't think I like this.

                            SARAH
                  You're not supposed to.

    Now Reese is becoming desperate.  A grimace spreads across
    his face.  It becomes a grin.  Then he's laughing, trying
    to escape but she won't let him, and they collapse, laughing
    together.
    Sarah gazes at his grin, a glimpse of the Reese that might
    have been, in another life.

    A moment later the grin vanishes at the sound of dogs barking
    outside.
    Reese is off the bed in an instant, crouched tense, eyes
    alert.  Feral as ever.

                            REESE
                       (whispering)
                  Listen to the dogs.

                                           CUT TO:

213 EXT. MOTEL OFFICE - NIGHT 213

    The German Shepherd, barking furiously, LUNGES TOWARD
    CAMERA repeatedly, at the end of a chain.

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

                                           CUT TO:

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

    The digitized view is image-intensified, bright and stark
    as a lunar landscape.  PAN OFF the lunging dog to the row
    of rooms facing the parking lot.

    HANDHELD as we approach the doors.
    It is WIDE ANGLE and the barrel of the AR-180 is visible at
    the bottom of FRAME.
    The nearest vehicle parked in front is a LARGE PICKUP TRUCK
    WITH TWO DIRT BIKES lashed in the bed, seen prominently as
    we pass.

    The POV approaches a door.  Number 14.

    The door is KICKED OPEN.
    Moving inside.
    The assault rifle sprays the room, exploding the indistinct
    forms on the bed.  Staccato glare.  Approaching the bed.
    Nothing there put the shredded remain of sheets and pillows.

    The POV shifts to the BACK DOOR, which is ajar, and moves
    toward it.  Through the door.  Revealing an EMPTY YARD.

                                           CUT TO:

215 INT. PICKUP TRUCK/PARKING LOT - NIGHT 215

    Reese is under the dash, playing with the wires.
    Sarah lies on the seat, clutching the nylon satchel, which
    bulges with the explosive charges.  She has dressed hastily
    and is barefoot.

                            REESE
                  Light it now.

    Sarah has been holding a BIC LIGHTER near the tip of a fuse.
    She thumbs the flame on.  The fuse catches as Reese twists
    the wires and the engine starts to turn over.

                                           CUT TO:

216 INT./EXT. MOTEL ROOM - NIGHT 216

    Terminator spins at the sound of the truck engine catching.

    FAST PANAGLIDE WITH HIM as he runs the
    length of the suite, stops outside the front door.
    Whips the AR to his shoulder.

    The truck is BACKING WILDLY across the lot B.G.
    Terminator turns, looking into CAMERA as a SIZZLING SOUND
    becomes audible.

    DETAIL - PIPE CHARGE, lying just inside the door, in the
    shadows.  The fuse is burning.

    WIDE SHOT - On doorway, from the parking lot, as Terminator
    takes two leaping strides forward and the CHARGE EXPLODES.
    The front of the building is BLOWN TO KINDLING.
    Terminator is flung forward by the blast.

                                           CUT TO:

217 EXT. STREET/PICKUP TRUCK - NIGHT 217

    PANNING RAPIDLY as the truck shoots out of the parking lot
    and tears down the street.

                                           CUT TO:

218 EXT. MOTEL - NIGHT 218

    Terminator lies face down, motionless, F.G., as the debris
    from the blast settles.  A YOUNG GUY ON A HONDA 750 crosses
    the parking lot and stops near him, running forward.
    Terminator starts to get up, moving slowly.

                            RIDER
                       (crouching be-
                       side him)
                  Don't try to move, buddy.

    MOVING WITH TERMINATOR as he shoves the cyclist aside and
    approaches the BIKE, which is STILL RUNNING.

                                           CUT TO:

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

    Digitized POV, approaching the cycle.  The image reduces
    to GRAPHIC OUTLINES, with separate systems COLOR-CODED.
    It breaks down suddenly into individual SIDE, TOP and PLAN
    VIEWS.  All in less than four seconds.

                                           CUT TO:

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

    Reese slides the truck into an ON-RAMP and guns in onto the
    freeway, burying the throttle.  Traffic is light...a few
    18-wheelers.  The truck tops out at 110 and he holds it.
    They flicker rapidly through pools of light and shadow.

    ANGLE OVER REESE'S SHOULDER as they hurtle forward.  An
    interchange flashes by in an instant.

    PACING WITH THE TRUCK, looking back as a single headlight
    arcs radically across all lanes behind them and grows
    BRIGHTER, CLOSING.

                                           CUT TO:

221 EXT. FREEWAY - NIGHT 221

    LOW WIDE ANGLE preceding Terminator on the bike.  He is
    tucked, getting as much speed as possible out of the 750.
    As he GAINS ON THE CAMERA, FILLING FRAME, he unslings the
    assault rifle.  Raises it against the windstream in a one-
    handed pistol grip.

                                           CUT TO:

222 INT. PICKUP TRUCK - NIGHT 222

    Reese motions Sarah to keep her head down.  He pulls the
    Colt Python from his coat pocket.  Steering with his elbows,
    he checks the load.  Snaps the cylinder shut.  Glances in
    the rear mirror.  Turns the wheel.

                                           CUT TO:

223 EXT. FREEWAY - NIGHT 223

    WIDE ANGLE, following close to Terminator, as he closes on
    the pickup, B.G.  The truck swerves suddenly, diving around
    a TRACTOR-TRAILER.  Terminator leans hard to follow.

    LOW WIDE ANGLE preceding the pickup and Terminator as they
    swerve as high speed.  Reese uses the slow semis as static
    obstacles.  He misses them by inches, TIRES SQUEALING.

    ANGLE OVER SARAH'S SHOULDER, through the front window as
    the back of a SEMI-TRAILER hurtles toward them, straight ahead.

    HIGH ANGLE, following both vehicles as Reese feints RIGHT
    and then skids LEFT.  He slides toward the trailer in a
    FOUR-WHEEL DRIFT as Terminator commits to the right.

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

    SIDE ANGLE - PASSING TRUCK-TRAILER, bullets strafe across
    it as the pickup vanishes behind.  Terminator skids the
    bike, barely missing an abutment, and is forced onto an
    OFF-RAMP.

    LOW SIDE ANGLE preceding Terminator as he roars down the
    off-ramp without slowing.  Runs the red light at the bottom
    as a hundred miles an hour.  Climbs the ON-RAMP.

                                           CUT TO:

224 INT. PICKUP TRUCK - NIGHT 224

    Sarah is buffeted as Reese fights to control the skidding
    truck.  The angle is past Reese, F.G., on Sarah.
    Terminator appears B.G., converging rapidly as the on-ramp
    joins the freeway.

                            REESE
                  Switch places with me.

    She slides over him while he keeps the hammer down.

                                           CUT TO:

225 EXT. FREEWAY - NIGHT 225

    Reese is out the window to the waist, aiming double-
    handed.  He FIRES.  ONCE.  TWICE.  AGAIN.

    They enter an interchange.  Ahead lies a LONG, SWEEPING
    CURVE, two lanes wide and elevated.

    Terminator rocks back from a round between the eyes that
    bares metal, the FIRES.

    Bullets rake the pickup.
    The windows are blown out.
    The side mirror explodes.
    Reese is hit.  Drops the .357.
    Sarah screams and weaves, barely in control.

                                           CUT TO:

226 INT. PICKUP TRUCK - NIGHT 226

    Sarah reaches across and pulls Reese's limp body back
    inside.  He slumps on the seat, moaning.  Stunned.

                            SARAH
                  Kyle...oh God...

    He has a bullet in the chest.  Another has broken his arm.
    Sarah feels all hope recede.

                                           CUT TO:

227 EXT. FREEWAY - NIGHT 227

    Terminator crosses behind the truck, coming up on Sarah's side.
    He FIRES.
    Sarah shrieks as the doorpost next to her head CLANGS WITH
    HITS.

    The short burst EMPTIES THE GUN.
    It CLATTERS TO THE PAVEMENT a moment later, discarded.
    Terminator draws the .38.  Takes aim.

    Sarah SCREAMS.  HITS THE BREAKS HARD.  CRANKS THE WHEEL.
    GLASS behind her EXPLODES with gunfire.

    SWERVING VICIOUSLY the truck SLAMS THE BIKE, sending it
    FLYING INTO A GUARDRAIL.  Terminator goes over the handle
    bars at a hundred miles per hour.

                                           CUT TO:

228 INT. PICKUP TRUCK - NIGHT 228

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

                                           CUT TO:

229 EXT. FREEWAY OVERPASS - NIGHT 229

    Terminator hits the pavement, tumbling, rolling, sliding
    with a CHATTERING SCREECH and spraying sheets of SPARKS
    as flesh strips away and steel screams on concrete.
    The pickup SWAPS ENDS violently, smashing into the guardrail.

    Terminator hits the guardrail, bounces up, tumbles along the
    top and then pitches OUT INTO SPACE.

                                           CUT TO:

230 EXT. INTERSECTING FREEWAY - NIGHT 230

    Terminator smashes to the pavement in the middle lane and
    lies there, face-down.  Still.

                                           CUT TO:

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

    Sarah is slammed hard as the truck grinds to a stop against
    the guardrail.  She checks Kyle.  He is barely conscious.
    Sarah heaves open the door.  Runs to the guardrail. Looks down.

                                           CUT TO:

232 EXT. LOWER FREEWAY - NIGHT 232

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

    LOW ANGLE as he rises into FRAME, a mass of blood.  Clothing
    and skin in tatters.

    HEADLIGHTS FLARE behind him and an AIRHORN BLARES.

    FULL SHOT as a DOUBLE-TRAILER KENWORTH GASOLINE TANKER smashes
    him down and under with a METALLIC CRASH.

    ANGLE UNDER TANKER as Terminator rolls, clattering, and the
    mass blurs above him.  He RICOCHETS between the pavement and
    the speeding undercarriage until a stray bounce flings him
    up into the rear suspension.

                                           CUT TO:

233 EXT. FREEWAY OVERPASS - NIGHT 233

    UP ANGLE ON SARAH

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

                            SARAH
                 Alriiight!

                                           CUT TO:

234 INT. TANKER CAB - NIGHT 234

    The stunned DRIVER hits the brakes.  His PARTNER grabs
    his arm.

                            PARTNER
                 Don't stop.

    They lock eyes for a moment.
                            DRIVER.
                 I have to, man.

                                           CUT TO:

235 EXT. FREEWAY/TANKER 235

    ANGLE UNDER THE REAR TRAILER

    Terminator clings with inhuman strength to the rear suspen-
    sion.  The pavement blurs by beneath him.  The air brakes
    howl.

                                           CUT TO:

236 EXT. FREEWAY OVERPASS - NIGHT 236

    Sarah watches the truck roll on without leaving a body
    in its wake.
    She feels a premonitory dread.

                                           CUT TO:

237 EXT. FREEWAY/TANKER - NIGHT 237

    Beneath the braking  semi, Terminator CRAWLS UPSIDE DOWN,
    hand over hand like a HUMAN FLY, toward CAMERA.  The
    left eye GLOWS LIKE A COAL in the dark.  As the pavement
    stops beneath him he drops off and rolls out from under
    the truck.

                                           CUT TO:

238 INT. TANKER CAB - NIGHT 238

    The driver looks around in astonishment as his door is
    ripped open.
    Terminator appears.  A grisly apparition.
    FLINGS THE DRIVER OUT and takes his place behind the wheel.
    Ignoring the terrified partner, he examines the controls.

                                           CUT TO:

238/FX POV - TERMINATOR 238/FX

    In digitized cyborg-vision we see an ABSTRACT OF THE
    INSTRUMENTS.  The shift lever is extended graphically
    down into a three-dimensional SCHEMATIC OF THE TRANS-
    MISSION.  Analytical DATA PRINTS OUT RAPID-FIRE.

                                           CUT TO:

239 EXT. FREEWAY OVERPASS - NIGHT 239

    From the railing Sarah sees the tanker below as

    a body falls beside it, rolling.
    The truck swings in a slow arc.
    TEARS THROUGH THE DIVIDING FENCE.
    Heads back toward her on the wrong side of the freeway.

    She stares in numb horror.
    The nightmare refuses to end.
    She runs to the crippled pickup and sees a front tire flat,
    shredded by a crumpled fender.

    She searches the cab frantically for the KEYS TO THE
    MOTORCYCLES.  Finds them above the sun visor.

    Sarah leaps into the bed of the pickup and attacks the
    motorcycle strap-downs frantically.
    Panting with terror she rolls the bike off the truck.
    It crashes on its side and she falls on it painfully.

    Straining until she CRIES OUT INVOLUNTARILY, she lifts
    it upright.
    KICKS the engine over.

    LOW ANGLE

    as the tanker crashes back through the divider and starts
    UP THE OVERPASS.  Sarah is trapped in that concrete corridor.
    She kicks for her life.
    The bike catches for a moment.  Dies.

    The truck BELLOWS, down-shifting on the curving grade.
    Sarah kicks again and again, crying out with each stroke.
    Again and again, furiously.
    The engine CATCHES.

                            SARAH
                       (rapidly)
                 Come on, come on, come on
                 ...run, you...

    The bike runs with a healthy roar.

    LOW ANGLE

    up the face of the tractor-trailer, the retaining wall blur-
    ring by.  Terminator's red eye can be seen through the wind-
    shield.

    Sarah drags Reese, stumbling,to the bike, props him on the
    seat behind her.  He clutches the satchel weakly.

                            SARAH
                 Hold on real tight, okay?

    She guns the engine and roars off.

    LOW ANGLE

    as the tanker demolishes the pickup a moment later, TOSSING
    IT OVER THE SIDE LIKE A BEER CAN.

                                           CUT TO:

240 EXT. FREEWAY - NIGHT 240

    Sarah hits level freeway with a quarter-mile lead on the
    tanker, distant B.G., but the little bike is overloaded
    and she can't coax it above seventy-five.

    ANGLE ON TANKER roaring forward, shifting up through
    the gears.

    CLOSE ON SARAH AND KYLE, his head lolling on her shoulder.
    He starts to fall sideways.

                            SARAH
                       (shouting)
                 Hold on, goddamnit!

    He rouses slightly, gripping her tighter.

    HIGH ANGLE - MOVING WITH BOTH VEHICLES as Sarah starts to
    ZIGZAG desperately across all four lanes.  The truck stays
    with her, closing, its trailer WHIPLASHING VIOLENTLY.

                                           CUT TO:

241 EXT./INT. TUNNEL - NIGHT 241

    The truck is right behind them as then enter a TUNNEL.
    A half-mile of exitless concrete and strobing fluorescent
    lights.

    M.C.U. - SARAH AND KYLE (PROCESS SHOT) - He blinks and looks
    back at a SOLID WALL OF METAL AND LIGHTS looming behind them.
    Sarah hunches down.  They hit eighty.

    FULL SHOT - The leviathan dwarfs them, its big tires ROARING
    like the hubs of Hell.

                                           CUT TO:

242 EXT. FREEWAY - NIGHT 242

    The tanker is twenty feet behind them as they clear the
    tunnel.  Sarah dodges to one side and LOCKS THE BRAKES.
    The bike slides, fish-tailing.
    The truck roars past, hitting the air-brakes.
    The trailers force her closer and closer  to the guardrail
    as Terminator tries to sandwich her.
    The bike slides to a stop.
    The rearmost set of trailer wheels slams into the guardrail
    right in front of Sarah.

    Sarah emerges from a cloud of tire smoke, cutting across
    all four lances behind the stopped semi.

                                           CUT TO:

243 EXT. FREEWAY EMBANKMENT - NIGHT 243

    Sarah tries to ride down the steep embankment but loses
    control, spilling the bike.  She and Kyle tumble down
    the slope.

    MOVING WITH HER as she scrambles, half-dragging Kyle, through
    a row of trees at a chainlink retaining fence.  She crawls
    under the fence, tugs Kyle and the satchel through after.

    Sarah looks up at the source of a SUDDEN THUNDEROUS ROAR.

                                           CUT TO:

243/FX ANGLE ON TANKER 243/FX

    It appears above them, grinding over the embankment.  It
    rolls down the steep slope TOWARD CAMERA, FLATTENING TREES.

                                           CUT TO:

244 EXT. INDUSTRIAL SITE - NIGHT 244

    Sarah and Kyle scramble up and run across the STORAGE LOT
    of a MODERN FACTORY COMPLEX of LOW BUILDINGS.  Kyle struggles
    to keep up, holding the satchel.

    LIKE A JUGGERNAUT the truck follows, smashing through parked
    cars and FLATTENING A PRE-FAB STORAGE BUILDING.

    They enter an alley-like space between two buildings.
    Kyle is fumbling to open the satchel.

    ANGLE BACK as the tanker enters the alley.  It TEARS THE
    CORNER OFF ONE BUILDING as it turns in.  Terminator looks
    down from his mountain of steel.

                                           CUT TO:

245 INT. TANKER CAB - NIGHT 245

    OVER TERMINATOR'S SHOULDER, looking down at a tiny figure
    below, running in the headlights' glare.  It is Sarah, alone.

                                           CUT TO:

246 EXT. ALLEY - NIGHT 246

    Reese crouches in a TRASH-DUMPSTER which is sandwiched
    between the wall and the tanker.  There are only inches
    of clearance as the trailers pass by.

    He lights a PIPE CHARGE, jumps up and wedges it under the
    tank-cylinder of the second trailer.
    He ducks as it rolls on.

    Sarah is stumbling in the glare of the truck's lights.

    E.C.U. - PIPE BOMB, the fuse burning.

    M.C.U. - TERMINATOR, through the windshield, his eye glowing.

    C.U. - REESE huddles in the dumpster.

                                           CUT TO:

247/FX LOW WIDE ANGLE ON SARAH AND TRAILER (PROCESS SHOT) 247/FX

    The REAR TRAILER EXPLODES.  An unbelievable FIREBALL ERUPTS
    SKYWARD, silhouetting Sarah's running figure F.G.
    The dumpster is enveloped by fire and hurled, rolling, down
    the alley.

    Sarah makes it around a corner as the FORWARD TRAILER
    EXPLODES and an OCEAN OF FLAME rolls forward, blasting by her.

    The dumpster topples and Kyle rolls out, surrounded by fire.

248/FX SEQUENCE - TERMINATOR 248/FX

    In the center of the inferno Terminator struggles violently.
    His FLESH FIRES AND SIZZLES.  He tears loose from the
    TWISTED WRECKAGE and collapses to the ground.  Sinks into
    a CHARRED MASS.  STOPS MOVING.

    C.U. - TERMINATOR, mouth open, skull-like, motionless
    in the flames.

                                           CUT TO:

249 EXT. ALLEY - NIGHT 249

    Sarah crawls away from the intense heat and lies watching
    the motionless figure in the blaze.

                                           CUT TO:

250 EXT. ALLEY/FAR END - NIGHT 250

    Sarah rounds the corner, staggering, searching.
    She sees Kyle crumpled face-down near the dumpster, sheltered
    from the heat by its mass.

    She drags his away.  Rolls him over.

    C.U. - REESE, his head lolls.  He opens his eyes

                            REESE
                       (weakly)
                 Sarah.

                            SARAH
                 We did it, Kyle.  We got it.

    She hugs him.

                                           CUT TO:

250/FX FULL SHOT (PROCESS) 250/FX

    They hold the embrace, silhouetted by the diminishing flames.
    It would be a wonderful final image.
    Except...TERMINATOR STAGGERS OUT OF THE BLAZE BEHIND THEM.

    M.C.U. - TERMINATOR, the last flakes of flesh are falling
    from him like burning leaves.  His gleaming structure is
    revealed in all its intricacy.  No longer a 'He', but an 'It'.
    It looks like Death rendered in steel.
    A CHROME SKELETON with HYDRAULIC MUSCLES and TENDONS OF
    FLEXIBLE CABLE.  In the sockets of the metal skull, the
    eyeball swivels with a WHIR of tiny servos, both glowing
    red now.

    It turns slowly and fixes its gaze directly INTO CAMERA.

                                           CUT TO:

251 EXT. ALLEY - NIGHT 251

    C.U. - SARAH - She chokes on a scream, crams knuckles in
    her mouth.

    FULL SHOT (FX), as the machine takes a step toward them,
    dragging one MALFUNCTIONING LEG.

    PANAGLIDE WITH KYLE AND SARAH as they stagger to their feet
    and run to the nearest building.  They come to a glass door.
    Kyle kicks it in.  Unlatches it.  They enter dark OFFICES
    to the sound of ALARMS and DISTANT SIRENS.

                                           CUT TO:

252 INT. CORRIDORS - NIGHT 252

    Sarah and Kyle run down a corridor.
    Through a door, which they close and lock.
    They move off down a cross-corridor.
    The Terminator BLASTS THE DOOR OFF ITS HINGES, F.G., and
    staggers through.  It starts after their receding figures
    as they round the corner at the end of the hall.

                                           CUT TO:

253 INT. OPEN OFFICES - NIGHT 253

    Wracked, exhausted, they stumble through a maze of PARTI-
    TIONED OFFICE CUBICLES.

                                           CUT TO:

254 INT. CORRIDOR - NIGHT 254

    The Terminator catches sight of them through a floor-to-
    ceiling window.  It makes an unhesitating right turn through
    the glass.

                                           CUT TO:

255 INT. OPEN OFFICES - NIGHT 255

    Sarah and Kyle look back at the sound of SHATTERING GLASS.

    PANAGLIDE PRECEDING THE TERMINATOR as it crashes forward,
    line-of-sight, through the maze.  It splinters partitions.
    Flings desks out of the way.

    FOLLOWING SARAH AND KYLE as they reach a heavy FIREDOOR and
    go through.

                                           CUT TO:

256 INT. MANUFACTURING AREA - NIGHT 256

    Kyle slides the bolts on the metal firedoor.  Behind them
    are acres of machinery in darkness.  Silence.
    CRASH!  The Terminator hits the door from the far side.
    Hinges SQUEAL.

    Kyle goes to a LARGE BREAKER PANEL and opens it.  Starts
    throwing switches.  Behind them, machines START UP ONE BY ONE.

                            SARAH
                       (panting)
                  What are you doing?

                            REESE
                       (weakly)
                  Cover...our footsteps...

    He sags, sliding down the wall.  She pulls him up.
    Half-carries him into the maze of machines.
    The dark gallery is filled with WHIRRING, CLANKING SHAPES,
    SHATTERING CONVEYER BELTS and improbable mechanisms lashing
    mindlessly.

    Reese slips to the floor and Sarah is no longer able to
    support him.

                            REESE
                       (faintly)
                  Leave me here.

    Sarah crouches beside him.
    Grabs his shirt front.
    Yells over the machines.

                            SARAH
                  I'm not leaving you anywhere
                  you jerk.  Haven't you figured
                  it out?  Kyle, John is our
                  son.

    Reese's eyes refocus.

                            SARAH
                       (continuing)
                  There isn't going to be
                  anybody else...I don't want
                  anybody else.  Listen to
                  me!

    She pauses, then resumes in a commanding, military shout.

                            SARAH
                       (continuing)
                  Move!  Reese! Let's go.
                  Move you ass!

    She drags him to his feet and he staggers on.

    Hinges SHATTER and the firedoor is hurled inward.
    The Terminator scans the darkness.

    ANGLE - PANNING WITH SARAH AND KYLE as they move through
    the machines.

    The cyborg steps forward, scanning methodically.

    Sarah and Kyle move in a crouch through the treacherous
    tangle of pipes and machinery.  Kyle picks up a length of
    pipe to use as a weapon.  As they climb out onto a cat-
    walk between the two huge mechanisms, Sarah clambers over
    an innocuous CONTROL PANEL.
    Her knee inadvertently hits a RED PUSH BUTTON.
    With a ROAR the stamping-plate of a HYDRAULIC PRESS slams
    down an inch from her hand.
    Startled, she tumbles to the catwalk.

    The Terminator's eyes swivel as he hears the single non-
    rhythmic sound.

    Kyle and Sarah run to the end of the catwalk, but find the
    door there locked.

                            SARAH
                  Come on!

    They double back to escape the cul-de-sac.  The Terminator
    steps in front of them, cutting them off.

                            REESE
                       (shouting)
                  Run!

    He pushes Sarah roughly and she stumbles away.
    Kyle raises the pipe with his good arm as the Terminator
    advances.

                            REESE
                       (over his
                       shoulder)
                 Run, damn it!

    She hesitates, backing away.
    The cyborg swings at Reese
    STEEL CLANGS ON STEEL.
    Kyle strikes and parries but is sledgehammered back.

    ANGLE ON CATWALK as Kyle lands in a heap, smashed against
    a stanchion of the railing which prevented him falling to
    the factory floor twenty feet below.

    Sarah turns and runs.

    LOW ANGLE PAST REESE, F.G., as the cyborg approaches him.

    E.C.U. - A FUSE BURNING.

    C.U. - KYLE'S FACE streaked with blood, pressed to the
    floor as a metal foot CLANGS DOWN, F.G.   His eyes snap open.

    Sarah falls, gets up, runs on.
    The Terminator draws back for a death blow.
    And Kyle rolls with the last of his strength, raising
    the pipe bomb he has been cradling.  He jams it between two
    hydraulic cylinders just beneath the cyborg's armored  rib-
    cage.  Then rolls off the catwalk.  Terminator has an instant
    to react, reaching for the bomb, before it EXPLODES.

    Sarah is pitched forward by the blast and slides on the
    floor.
    Slams up against one wall.
    A withering spray of shrapnel strafes the walls around her.
    Pieces of scrap metal clatter throughout the factory, rain-
    ing down.

    C.U. - SARAH, very still.  She winces and opens her eyes.
    Slowly looks up.

    POV - SARAH, as the smoke clears.  The Terminator is GONE.
    Unrecognizable clumps of BURNING DEBRIS lie scattered about.
    Looking down through the grating floor she sees Kyle's
    body.
    LOW ANGLE ON KYLE F.G., Sarah on catwalk above.  Kyle's eyes
    are half-open.  Still.  His face peaceful.
    ANGLE ON ONE OF THE FIRES climbing some plastic tubing and
    triggering a SPRINKLER HEAD.  It begins to rain.
    C.U. - SARAH sitting up as the water runs over her.
    She looks down.  Protruding from her right thigh is a TWISTED
    PIECE OF METAL.  Shrapnel.  Part of the cyborg.  She pulls
    it out, grimacing.  Her leg is broken.

    It is a long time before she can gather the will to move.

    SARAH'S POV - She sees a WALL PHONE several yards away,
    beyond the debris from the explosion.
    She starts to crawl toward it.
    She passes A LARGE CLUMP OF DEBRIS, F.G.

    ANGLE ON DEBRIS (FX) as it rolls over suddenly!
    Now recognizable as the TERMINATOR'S HEAD AND ARMS, with
    half of the scattered torso trailing wires and twisted
    metal.

    IT LUNGES FOR HER!

    Sarah wants to scream this time, from the depths of her
    soul, but there is no scream, only a dry shivering sob.

    The Terminator drags itself SCRAPING over the floor, steel
    fingers clutching.

    Sarah is shaking and whimpering as she scrabbles away,
    crawling in agony.

    ANGLE ON CONVEYOR BELT as Sarah flops from the catwalk
    onto the MOVING STRIP.  She is carried into the intricate
    lattice of equipment.  Sarah rolls off weakly before going
    under a set of sorting rollers.

    ANGLE THROUGH MACHINERY - ON THE TERMINATOR (FX) as it crawls
    after her, dragging its body.  It tracks her unerringly,
    EYES GLOWING.

    Sarah moves deeper into the DARK, CLASHING JUNGLE of machinery.
    Around her is a rain-drenched tangle of CABLES, PIPES and
    unforgiving mechanisms of steel.

    The Terminator clambers through after her.

    C.U. - SARAH - Water pours into her eyes as she catches
    sight of something.  A familiar CONTROL BOX.
    She drags herself toward it.

    C.U. - THE TERMINATOR (FX) - It spots her wedged in a tiny
    crawl space.  No way out.

    It crawls the last few feet,EYES RED IN THE DARK.
    Hypnotized, Sarah watches the Terminator REACHING TOWARD HER.
    She is jammed in a corner.
    Sarah's hand claws around to the front of the control panel,
    seeking the RED BUTTON.

    E.C.U. - HER WET FINGERTIPS FEEL THE BUTTON.

    ANGLE ON THE TERMINATOR (FX), his steel hand reaching out.

    E.C.U. - SARAH, her face inexplicably calm, eyes steady in
    that infinite instant.  She clenches her teeth to keep
    from screaming as she WAITS.

    The Terminator's hand reaches for her throat to crush
    the life out of her and end its long mission.

                            SARAH
                       (voice icy)
                  You're...terminated...fucker!

    E.C.U. - BUTTON, as her bloody finger stabs it down.

    FULL SHOT, showing how the cyborg has been led into the
    MAW OF THE HYDRAULIC PRESS.
    THE STAMPING PLATE THUNDERS DOWN!
    Tons of mechanical pressure flatten the Terminator's head
    and body like tin-foil.  The PRESS SCREAMS, jamming solid.
    Lightning snaps out in one brief blaze, leaping to surround-
    ing machinery, arcing to Sarah's wristwatch.  All the
    Terminator's energy is released in one second.

    ANGLE on the narrow gap between the upper and lower plates:
    a pinpoint of red light DWINDLES AND GOES OUT.
    TIGHT ON SARAH, shivering uncontrollably.  The steel fingers
    are frozen an inch from her throat.  She can only stare as
    water runs over her.

                                           CUT TO:

257 INT. FACTORY - DAWN 257

    CLOSE ON the side rail of an ambulance gurney SNAPPING UP
    into position.  Sarah's eyes are closed and she is moved
    OUT OF FRAME.

    WIDE SHOT, showing the gurney being rolled by TWO ATTENDANTS
    past the site of the last explosion.
    SEVERAL POLICE OFFICERS are picking through the debris.

    PANNING WITH THE GURNEY as it is wheeled out, holding on
    TWO FACTORY EMPLOYEES, F.G.
    One, the PLANT MANAGER, bends to examine a piece of the
    cyborg lying at the base of the hydraulic press.
    A COP, B.G., notices this.

                            COP
                  Look, I told you not to
                  touch anything until we're
                  done.  You got that?

                            MANAGER
                  Sure thing, officer.

    He stands and palms a small object to HIS ASSISTANT.  They
    step around the corner.

                            ASSISTANT
                  What is it?

                            MANAGER
                  Microcomputer chassis.  But
                  I've never seen stuff like
                  this anywhere.

                            ASSISTANT
                  Weird.  Jap stuff, maybe?

                            MANAGER
                  Keep it out of sight and
                  get it down to R and D
                  Monday, first thing.

                            ASSISTANT
                  Good idea.

                                           CUT TO:

258 EXT. BUILDING - DAWN 258

    Sarah is being lifted into the ambulance.  She looks
    up as the doors are latched shut.

    TILT UP to follow her gaze.
    The sign above the entrance of the building reads:

    CYBER DYNAMICS CORPORATION

                                           SLOW DISSOLVE TO:

259 INT./EXT. LANDROVER - LATE AFTERNOON 259

    MACRO ON CASSETTE RECORDER, the center capstans of a
    tape turning.

                            SARAH (V.O.)
                  ...and the hardest thing is
                  deciding what I should tell
                  you and what not to.  Well,
                  anyway, I've got a while yet
                  before you're old enough to
                  understand the tapes.  They're
                  more for me at this point...
                  to help get it all straight.

    COVER SHOT reveals Sarah as the wheel of a dusty landrover
    parked at the pump island of a tiny gas station.  All of
    its signs are in hand-lettered Spanish.  Beyond lies an
    expanse of scrub desert.  The sky scowls with an impending
    storm.

    Sarah speaks quietly into a hand microphone as a dark-
    complected attendant laconically fills her tank.  She
    cradles the cassette recorder in her lap, in the lee of
    her SWOLLEN BELLY.
    She looks to be about SIX MONTHS ALONG.
    Under her down vest she wears a leather shoulder holster
    and the butt of a .357 REVOLVER presses against her
    breast.  She tugs the vest closed as the attendant glances
    her way.  A German Shepherd sits in the back among taped
    boxes and suitcases.

                            SARAH
                       (continuing)
                  Should I tell you about your
                  father?  That's a tough one.
                  Will it change your decision
                  to send him here...knowing?
                  But if you don't send Kyle,
                  you could never be.  God,
                  you can go crazy thinking
                  about all this...I suppose
                  I'll tell you...I owe him that.
                  And maybe it'll be enough if
                  you know that in the few hours
                  we had together we loved a
                  lifetime's worth...

    CLICK.  WHIR.  Sarah jumps at a sound nearby, breaking
    her reverie.  A small MEXICAN BOY has snapped her picture
    with a beat-up Polaroid camera.  He holds it out to her,
    speaking rapid Spanish.

                            ATTENDANT
                  He says you are very beautiful,
                  Senora, and he is ashamed to ask
                  five American dollars for this
                  picture, but if he does not,
                  his father will beat him.

                            SARAH
                  That's a pretty good hustle,
                  kid.  Four.  Quatro.

    The boy takes her four dollars and she watches the
    snapshot develop.  It is a good photograph of her,
    the wind lightly ruffling her hair, expression thought-
    ful, slightly sad.

    We recognize it as the one Reese carried in 2029.
    She slips it into her short pocket.

                            ATTENDANT
                  Mil trescientos...fifteen dollars
                  American.

    As she pays him, distant thunder rolls.
    The boy yells something in Spanish as he runs off.

                            SARAH
                  What did he say?

                            ATTENDANT
                       (accented)
                  There is a storm coming in.

    Sarah gazes at the thunderheads building up out over the
    desert.  Heat lightning pulses in their depths.

                            SARAH
                       (quietly)
                  I know.

    CAMERA CRANES UP as she pulls away, driving across the
    flat desert on a ribbon of highway.  A brilliant flash
    crescendos from horizon to horizon out at the rim of the
    world.