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                        TERMINATOR: SALVATION
      
      
                             Written by
      
                   John Brancato & Michael Ferris
      
      
      
      
                                                    REVISED DRAFT
                                                         10.12.05
      
      
      
      
      SUPER ON BLACK:
      
      LONGVIEW STATE CORRECTIONAL FACILITY, TEXAS, 2003.
      
      FADE IN ON:
      
      
      INT.   DEATH ROW/CELL - DAWN
      
      START TIGHT ON MARCUS WRIGHT. He's an intense, powerful man,
      20's-30's, his head shaven. Marcus stares INTO CAMERA with a
      resigned expression. We hear the voice of a PRIEST:
      
                           PRIEST
                 Yea, though I walk through the valley
                 of the shadow of death, I will fear
                 no evil: for thou art beside me; thy
                 rod and thy staff they comfort me...
      
      CAMERA PULLS BACK, straight up. MARCUS lies in his cot,
      staring at the ceiling. He's smoking a CIGARETTE. This
      OVERHEAD ANGLE reveals a PRIEST with a BIBLE, in a folding
      chair beside him. A CHESS SET, stacks of BOOKS, WRITING
      MATERIALS in the cell. TWO GUARDS wait, shackles in hand.
      
      MARCUS has no interest in scripture. He blows a cloud of
      SMOKE which drifts in the direction of the PRIEST, who blinks
      and shuts his bible.
      
      One of the GUARDS unlocks the cell door for--
      
      DR. SERENA KOGAN. She's in her 30's-50's, brilliant,
      attractive, but thin and pale, a scarf tied around her head.
      She carries a CLIPBOARD. The PRIEST backs off to give her
      some privacy with Marcus.
      
                           SERENA
                 Marcus-- I'm Doctor Serena Kogan, I'm
                 with Project Angel. You consented to
                 donate your body to science...
      
      
                                                           (CONTINUED)
      
                                                                             2.
      CONTINUED:
      
                             MARCUS
                   Yeah, I'm pretty much done with it.
      
                             SERENA
                   You've been chosen for our research.
      
                               MARCUS
                   Chosen?    Lucky me.
      
                             SERENA
                   We just need a couple of signatures...
      
      Marcus sits up, she passes him the clipboard and pen-- he
      notes that her hands are SHAKING.
      
                             MARCUS
                   You don't need to be scared.
      
                               SERENA
                   I'm not.    It's nerve degeneration.
      
      MARCUS looks up from the form, takes in the scarf covering
      her sparse hair.
      
                               MARCUS
                   Cancer?
      
                              SERENA
                       (NODS)
                   You're not the only one with a
                   death sentence.
      
      MARCUS meets her eyes.      She studies him a beat.
      
                             SERENA (cont'd)
                   What you're doing is important,
                   Marcus. Our work is still highly
                   experimental... but you may be
                   helping people in ways you can't
                   begin to imagine.
      
                             MARCUS
                   I'm a regular hero.
      
      With that sarcastic comment, he SIGNS HIS NAME-- we see the
      words "PROJECT ANGEL" at the top of DENSE TYPE on the form.
      
      SERENA takes the clipboard, starts to rise.         She touches his
      hand for a moment.
                                                               (CONTINUED)
      
                                                                      3.
      CONTINUED: (2)
      
                              SERENA
                 Thank you.     And... I'm sorry.
      
                           MARCUS
                 No one lives forever.
      
      THE GUARD sees SERENA out.
      
      
      INT.   DEATH ROW/CORRIDOR - NIGHT
      
      LOW ANGLE - MARCUS' CHAINED ANKLES clank as the GUARDS lead
      him down the corridor, past PRISONERS in their cells; some
      avert their eyes, others give a nod or raise a fist.
      
                           PRIEST (V.O.)
                 Marcus, this is your last
                 opportunity to make a confession...
      
      MARCUS stares straight ahead, taking deep, steady breaths,
      struggling not to succumb to fear.
      
                           PRIEST (V.O.) (cont'd)
                 Is there nothing you would say to
                 Officer Martinez' family?
      
      
      INT.   DEATH ROW/EXECUTION CHAMBER - NIGHT
      
      CLOSE - BUCKLES TIGHTEN... AN ALCOHOL SWAB on MARCUS'
      FOREARM... A NEEDLE punctures his skin.
      
                           MARCUS (V.O.)
                 What can I say. I was seventeen, I
                 was angry, I was stupid.
      
      FINGERS turn the VALVE to release the LETHAL CHEMICALS.
      
      CLOSE ON MARCUS' EYES, looking up toward--
      
      THE DEADLY I.V., running into his arm.
      
      From this, he looks toward--
      
      HIS REFLECTION in a one-way mirror, the dim shapes of
      WITNESSES beyond.
      
      
      
                                                        (CONTINUED)
      
                                                                          4.
      CONTINUED:
      
                             MARCUS (V.O.) (cont'd)
                   Yeah... I'm sorry about it. I'm
                   sorry about everything. The whole
                   goddamn world...
      
      As the lethal injection takes hold, his POV moves to BRIGHT
      LIGHTS overhead, losing FOCUS and BLEACHING TO WHITE...
      
      From the WHITE SCREEN, a FACE emerges, backlit, blurred--
      it's SERENA. She's in focus for just a moment, leaning INTO
      CAMERA-- then moves OUT OF FRAME.
      
                                                       CUT TO BLACK.
      
      
      SUPER ON BLACK:
      
      SOUTH-CENTRAL SECTOR, NORTH AMERICA, 2018
      
      
      EXT.   CORNFIELD - DUSK
      
      CORNSTALKS as far as the eye can see, rustling in a summer
      breeze. FIGURES are moving within the FIELD. We only make
      them out in SILHOUETTE, but all carry HEAVY RIFLES.
      
      
      INT.   A-10 COCKPIT - DUSK
      
      A COMPUTER TARGETING SCREEN - the FIGURES are HIGHLIGHTED in
      this tactical display, as is an OCTAGONAL HATCH into the
      ground beneath the corn.
      
      
      EXT.   CORNFIELD - DUSK
      
      THE FIGURES in the corn look up-- we hear an AIRCRAFT
      APPROACH with a JET WHINE--
      
      FWOOM! A MASSIVE CONCUSSION as a BUNKER-BUSTING MISSILE
      BORES into the earth at high-velocity, burrowing deep--
      
      --then a HUGE BLAST - FLAME and DIRT are thrown high in the
      air, many of the FIGURES blown sky-high.
      
      A FLAMING BODY hits the ground IN FG, FACE TO CAMERA... we
      now see it was a STEEL TERMINATOR-- its METAL SKULL BLOWN
      OPEN and SCORCHED, its RED EYES SHATTERED.
      
                                                            (CONTINUED)
      
                                                                        5.
      CONTINUED:
      
      A-10 WARTHOGS-- stubby attack planes-- SCREAM from the sky,
      RAKING THE REMAINING FIGURES with CANNON FIRE, BLASTING THEM
      to bits. These aircraft no longer bear traditional U.S.
      insignia-- they're painted in WILD COLORS, graffiti lettering
      says things like: "BOT BLASTER," "KILL FOR CONNOR," "RAGE
      AGAINST THE MACHINES," etc... Resistance fighters.
      
      Motley military and civilian CHOPPERS LAND in the CORNFIELD,
      disgorging RESISTANCE SOLDIERS. These are human troops in
      high-tech HELMETS, carrying slightly futuristic conventional
      ASSAULT WEAPONS.
      
      THE WARTHOGS veer off, laying NAPALM in the distance behind
      the SOLDIERS. The troops run toward--
      
      --AN OPENING which has been blown into the ground, the
      remains of the octagonal hatch where the bunker-buster hit.
      
      A surviving TERMINATOR rises from the SINGED CORN, FIRES its
      PLASMA RIFLE--
      
      --DROPPING A SOLDIER. His comrades FIRE EXPLOSIVE BULLETS--
      and BLOW THE ROBOT APART. The LEADER of this assault group
      waves his soldiers to enter the dark hatchway.
      
      
      INT.   UNDERGROUND FACILITY/CORRIDOR - NIGHT
      
      COLLAPSED CEILINGS, FLAMES, a high-tech installation in
      ruins; RED LIGHTING, distinctive of Skynet environments.
      
      SOLDIERS flick on HELMET LAMPS and make their way carefully
      inside-- pretty deserted. They kick aside rubble to enter--
      
      
      INT.   UNDERGROUND FACILITY/ROBOTIC ROOM - NIGHT
      
      HELMET BEAMS play over BANKS OF ELECTRONICS and--
      
      --a dozen fixed, INDUSTRIAL ROBOTS-- not remotely HUMANOID--
      engaged in mysterious tasks, mechanical arms at work.
      
      THE SOLDIERS rake the room with GUNFIRE-- MACHINERY
      collapses, SPARKS from EXPLODING CIRCUITRY.
      
      
      INT.   UNDERGROUND FACILITY/CORRIDOR - NIGHT
      
      Deeper into the complex, A HEAVY DOOR BLOWS off its hinges.
                                                          (CONTINUED)
      
                                                                       6.
      CONTINUED:
      
                             TEAM LEADER
                   Clear!
      
      SOLDIERS move from cover and through the blown door.
      
      
      INT.   UNDERGROUND FACILITY/STORAGE ROOM - NIGHT
      
      TUBES and FIBER-OPTIC CABLES run into DOZENS OF GLASS
      CYLINDERS filled with translucent PINK LIQUID. The SOLDIERS
      make their way in, alert-- but nothing's moving in here.
      
      THE TEAM LEADER peers into a cylinder, aims his HEADLAMP at--
      
      --A small MASS OF TISSUE floating inside, connected to a
      dense network of FIBER-OPTIC CABLES... it's a HUMAN BRAIN.
      
                             TEAM LEADER
                   Oh God.
      
      THE TEAM LEADER recoils-- but before he can say more, the
      ROOM SHAKES with a DEAFENING ROAR.
      
      
      EXT.   CORNFIELD - NIGHT
      
      A huge ESCAPE SHIP rises straight up from an open HATCHWAY.
      Nearby TROOPS crouch and FIRE after it. THE SHIP PIVOTS in
      mid-air and ROARS OFF, SOLDIERS dodging the ENGINE BLAST.
      
      
      INT.   UNDERGROUND FACILITY/STORAGE ROOM - NIGHT
      
      THE TEAM LEADER speaks into his headset. The OTHER SOLDIERS
      inspect the many CYLINDERS, react in horror and shock.
      
                             TEAM LEADER
                   You will not believe the shit we
                   found down here--
      
      As he speaks, CAMERA FINDS a GREEN LED on the ceiling-- which
      suddenly FLASHES RED and BLINKS RAPIDLY--
      
      
      EXT.   CORNFIELD - NIGHT
      
      WIDE - AN IMMENSE SUBTERRANEAN BLAST causes a few hundred
      yards square to SWELL and then COLLAPSE.
      
                                                         (CONTINUED)
      
                                                                        7.
      CONTINUED:
      
      JETS of FLAME, SMOKE and DIRT RISE in the aftermath.
      
      
      INT.   CHOPPER - NIGHT
      
      A PANICKED PILOT on the radio:
      
                             PILOT
                   --repeat, that was not us! A ship
                   escaped, they musta blown the place
                   themselves! Jesus, a lot of our
                   guys were still down there...
      
      
      EXT.   CORNFIELD - NIGHT
      
      SOLDIERS above ground help the WOUNDED to EVAC CHOPPERS.
      
      IN FG, FIND the STEEL SKULL of the dead TERMINATOR.
      
                                                         DISSOLVE TO:
      
      
      EXT.   CORNFIELD - DAY
      
      SAME ANGLE-- the TERMINATOR now half-sunk in mud. A FIELD
      MOUSE has nested in its skull cavity, seeking shelter from
      RAINDROPS.
      
      Months have passed, the season changed-- CORN long dead, a
      black stubble. RAIN falls.
      
      A PATCH OF MUD stirs-- something below is moving.       The MUD
      roils, seeming to assume a HUMAN SHAPE...
      
      EYES OPEN, looking around in shock, the naked FIGURE is so
      drenched in mud we can't recognize it at first. The figure
      rises, looks up at the sky, and FALLING RAIN washes away mud
      from his face... it's MARCUS WRIGHT. He opens his mouth,
      makes a few GUTTURAL NOISES... then SCREAMS.
      
      CAMERA PULLS UP from MARCUS' AGONIZED FACE...
      
                                                             CUT TO:
      
                                                                      8.
      
      
      EXT.   PLATEAU - EVENING
      
      BARE FEET trudge through the dirt. MARCUS moves along a
      slight rise, wrapped in torn and filthy RAGS, mud caked on
      his body. Eerie silence. Reaching the edge of a rise, he
      sees in the distance--
      
      A DECIMATED CITY, buildings collapsed into rubble.
      
      
      EXT.   DEAD CITY - NIGHT
      
      MOONLIGHT. THE SKELETON of a large DOG lies on the ground,
      partially covered by a dusting of SNOW. It still bears a
      rotting COLLAR attached to a CHAIN.
      
      MOVE to a CHAIN-LINK FENCE, partially collapsed, a singed,
      faded sign: "BEWARE OF DOG."
      
      WIDER, we're in the low-rent district of this CITY IN RUINS--
      rubble, random walls still stand. Hulks of cars, rusted,
      windowless. It's been over a decade since the bombs fell.
      
      MARCUS is the only thing alive here. He moves down this
      block, picks up a handful of SNOW, brings it to his lips.
      
      A COLLAPSED NEWSSTAND. MARCUS walks past the racks, picks up
      a MAGAZINE which crumbles in his hands.
      
      A HUMAN SKELETON, clothes in tatters, is half-buried behind
      the collapsed counter. There's a bulge in its shirt pocket.
      
      MARCUS gingerly reaches into the pocket and fishes out a
      cellophane-wrapped PACK OF CIGARETTES and a butane LIGHTER.
      
      MARCUS sits on a piece of rubble by the skeleton. He tears
      open the packet and puts a dried-out, stale cigarette to his
      lips, tries the lighter a few times, finally gets a flame.
      He lights the cig, inhales deeply-- he waits for a rush,
      feels nothing. He takes a few more drags, increasingly
      disappointed, then flicks the cigarette away.
      
      He rises, looks toward a caved-in STOREFRONT, makes out a
      clothing store's TATTERED SIGN on the ground, amidst broken
      glass: "SALE! GOING OUT OF BUSINESS! EVERYTHING MUST GO!"
      
                                                                        9.
      
      
      INT.   RUINED CLOTHING STORE - NIGHT
      
      FALLEN RACKS, CLOTHES and SHOES covered in years of dust and
      rubble. MARCUS, grateful to be rid of the rags, has pulled
      on jeans and sneakers, using the CIGARETTE LIGHTER for
      illumination. He kicks away some FALLEN CEILING TILES from a
      RACK OF ARMY JACKETS. He holds one up-- looks good.
      
      
      INT.   RUINED BAR - NIGHT
      
      Partially collapsed, a downscale watering hole. Broken
      stools, booths, a dead pinball machine. MARCUS, dressed now,
      again using the LIGHTER to find his way, sorts through the
      broken glass and rubble behind the bar, comes up with--
      
      A DUSTY BOTTLE OF WHISKY.
      
                           MARCUS
                 Hallelujah.
      
      He unscrews the cap, raises the bottle to a SKELETON on the
      floor nearby. Marcus takes a long pull-- and CHOKES,
      instantly dizzy. He sinks to the floor, passing out.
      
                                                  CUT TO BLACK.
      
      MEMORY MONTAGE: quick, fragmentary, impressionistic POVs,
      blurred, altered. SFX of HEARTBEATS, a RESPIRATOR.
      
      --WEBS of TUBES and FIBER-OPTICS FILLS THE FRAME.
      
      --GRIDS OF LASER LIGHT scan rapidly INTO CAMERA.
      
      --DIGITAL DISPLAYS blink through murky LIQUID. SERENA moves
      INTO FRAME, a look of concentration on her face as she peers
      through the LIQUID, INTO CAMERA. She starts to smile.
      
                                                   DISSOLVE TO:
      
      
      EXT.   DEAD CITY - DAY
      
      BLUE SKY. TILT DOWN to find MARCUS, who plods on through the
      dead city's outskirts. He pauses near a collapsed BUS KIOSK.
      A SMILING WOMAN stares out at him from a faded ADVERTISEMENT.
      
      MARCUS studies the woman. She's nothing like Serena, but her
      expression recalls the beckoning vision.
                                                          (CONTINUED)
      
                                                                       10.
      CONTINUED:
      
      He runs his hand over the image of her face, pulls away a
      chunk of cracked, graffitied GLASS over the poster. Then he
      carefully tears the poster to remove the woman's face, folds
      the paper, slips it in a pocket and continues on.
      
      
      EXT.   HIGHWAY - NIGHT
      
      Deserted, CAR HULKS about, crumbling SKELETONS at the wheels.
      MARCUS moves down the center of the freeway on this MOONLIT
      NIGHT, paying little attention to anything around him. We're
      in mostly flat, treeless plains.
      
      From the opposite direction, FIGURES approach, moving through
      the darkness. Marcus hurries excitedly toward them, the
      first living creatures he's seen. He waves.
      
                              MARCUS
                   Hey!   Yo, over here!
      
      The FIGURES pause, turning toward him in unison.
      
                             MARCUS (cont'd)
                   Damn it's good to see you guys, I felt
                   like I was the last man on...
      
      He freezes in his tracks. These aren't humans. They're T-
      400s-- PLASTIC-SKINNED TERMINATORS-- armed with PLASMA
      RIFLES. They wear a motley collection of found CLOTHING, but
      their male humanoid faces are identical, unnatural and
      motionless, like masks. Their EYES FLICKER RED as they scan
      him.
      
                               MARCUS (cont'd)
                   Oh God...
      
      Marcus backs away, runs.      The T-400s stare after him-- but
      don't fire.
      
      ANGLE THROUGH BINOCULAR MASK - MARCUS running for all he's
      worth, heading toward the viewer. We hear a muttering VOICE:
      
                             BOY
                   Hey mister, where you goin' in such
                   a hurry?
      
      ANGLE ON A BOY, scrawny and filthy, in his early to mid
      teens. He crouches on the supports of a FREEWAY SIGN.
      
                                                            (CONTINUED)
      
                                                                        11.
      CONTINUED:
      
      He wears layers of TATTERED, OVER-SIZED CLOTHING.     He
      scrambles quickly down from the sign.
      
      AT AN OFF-RAMP, Marcus' pace slows as he moves to get off the
      freeway, when--
      
      THE BOY emerges from behind some RUBBLE, holding a HANDGUN in
      one hand, a lit OIL LANTERN in the other.
      
                             BOY (cont'd)
                   Whoah, whoah-- hang on there.   Got
                   any food?
      
      Marcus raises his hands, shakes his head.     The boy looks him
      over dubiously.
      
                             BOY (cont'd)
                   You look like you been eating
                   pretty good.
      
      The boy moves closer, puts down the LANTERN, frisks Marcus
      with one hand while holding the gun on him with the other.
      
                             MARCUS
                   You're human... you can see me, you
                   can touch me. This place is real.
      
      THE BOY makes a dubious face, yanks a handful of PAPER SCRAPS
      from Marcus' pocket.
      
                             MARCUS (cont'd)
                   I thought I was in hell.
      
                             BOY
                       (raises an eyebrow)
                   This sure ain't heaven.
      
                             MARCUS
                   Those things with masks, red eyes--
      
                             BOY
                       (CASUALLY)
                   Terminators-- T-400s.   What is this stuff?
      
      THE BOY unfolds the paper scraps in the LANTERN LIGHT--
      
      ANGLE ON PAPER SCRAPS - the WOMAN'S FACE from the poster, a
      fragment of a MODEL'S PHOTO from a MAGAZINE AD, a painting of
      a FEMALE FACE from a PAPERBACK COVER.
                                                            (CONTINUED)
      
                                                                       12.
      CONTINUED: (2)
      
      THE BOY looks puzzled, intrigued by the pictures. But with
      sudden speed, MARCUS GRABS THE BOY'S GUN HAND and wrenches it
      hard-- it FIRES into the air. MARCUS gets control of the
      gun, wraps one arm around the boy's throat.
      
                          MARCUS
                If I'm not in hell, where am I?!
      
                          BOY
                    (CHOKING)
                Texas!
      
      The NOISE of a SHOTGUN PUMPING close behind MARCUS--
      
      MARCUS spins to face his attacker, pressing the handgun into
      the boy's cheek. He's face to face with--
      
      A GIRL, a couple of years younger than the BOY, training the
      shotgun at Marcus' head-- she looks ready to shoot.
      
                          GIRL
                Let him go!
      
                          MARCUS
                First put down the shotgun.
      
      THE GIRL shakes her head angrily.   She wears an aged, beloved
      BASEBALL CAP with a STAR on it.
      
                          BOY
                Do what he says.
      
                          GIRL
                He'll kill us both!
      
                          MARCUS
                I don't wanna kill anyone.
      
                          BOY
                Do it, Star. Put it down.
      
      She shakes her head slightly, aiming carefully at Marcus'
      head, just a few feet away, a slight smile on her face.
      
                          GIRL
                There was only one bullet in that gun.
      
      MARCUS hooks his foot around the oil lantern and deftly--
      
                                                         (CONTINUED)
      
                                                                      13.
      CONTINUED: (3)
      
      --BOOTS IT at the GIRL. BURNING OIL spills across her leg,
      she cries out and fumbles the shotgun. MARCUS tosses the BOY
      at her, the two of them SPRAWL on the ground, the shotgun
      falling to one side--
      
      MARCUS quickly snatches up the shotgun.
      
      Using SNOW, the BOY helps the GIRL extinguish the flames from
      her clothing.
      
      MARCUS stands over the kids with a gun in each hand.   He
      struggles to control anger, speaks quietly.
      
                          MARCUS
                I don't like it when people point
                guns at me.
      
                          GIRL
                It wasn't loaded.
      
      MARCUS quickly checks the chambers of both the shotgun and
      handgun-- indeed, both are empty.
      
                          MARCUS
                You took on a guy like me with one
                bullet and an empty shotgun?
                    (studies them admiringly)
                Pretty stupid.
      
      He shoves the handgun in his belt, puts the shotgun down and
      kneels to pick up fallen scraps of paper-- a few have caught
      FIRE and are incinerated.
      
      THE BOY and GIRL get to their feet, stare at Marcus.
      
                          GIRL
                Can I have my gun back?
      
      MARCUS shrugs, gestures for her to pick it up.   He still
      looks at the PICTURES in his hands.
      
                          GIRL (cont'd)
                Where'd you get those?
      
                          MARCUS
                In the city.
      
      
      
                                                         (CONTINUED)
      
                                                                      14.
      CONTINUED: (4)
      
                          BOY
                    (steps away from him)
                The city? Oh man. That place is
                red hot.
      
                          MARCUS
                    (a small smile)
                Seemed kinda dead to me.
      
                          BOY
                No-- radiation.
      
      A SPOTLIGHT appears in the distance-- a ROVING HUNTER-KILLER
      moving in their direction.
      
      Quickly, automatically, the kids dive for cover behind a WALL
      OF DEBRIS. MARCUS looks toward the LIGHT, unaware of danger.
      
      THE BOY bolts from behind cover, grabs MARCUS by the arm--
      
                          BOY (cont'd)
                Get down, they've seen the light!
      
      He drags Marcus back behind the debris wall, just in time--
      
      As the H-K nears, the LIGHT FINDS the BURNING OIL. It FIRES
      BLUE PULSES, which CHEW up the asphalt nearby-- then it moves
      on, failing to pick out the humans. Marcus is dumbfounded.
      
                          MARCUS
                That wasn't a helicopter...
      
                          BOY
                It's an H-K-- hunter-killer.   Where
                the hell have you been?
      
                          GIRL
                Rads musta fried his brains.   Let's
                go, Kyle.
      
      The H-K has vanished in the distance. The girl rises.   The
      boy-- KYLE-- shakes his head, stays at Marcus' side.
      
                          KYLE
                What's your name?
      
                          MARCUS
                    (after a beat)
                Marcus. Marcus Wright.
                                                        (CONTINUED)
      
                                                                      15.
      CONTINUED: (5)
      
                           KYLE
                 Kyle Reese.
                     (indicates girl)
                 She doesn't remember her name--
                     (re: her cap)
                 --so I call her Star.
      
      STAR gives Marcus a small, reluctant wave.
      
                           KYLE (cont'd)
                 Gonna be light soon, Marcus, better
                 find cover. We spotted some
                 buildings half a mile that way.
      
      KYLE points but gets no response. He shrugs, sets off with
      Star in that direction. Kyle calls over his shoulder:
      
                           KYLE (cont'd)
                 You can come if you want.
      
                           STAR
                     (hissing at him)
                 Why? We don't need him.
      
                           KYLE
                     (a shrug, sotto)
                 I like him. He's funny.
      
      MARCUS looks around at the desolate world-- and the two teens
      receding ahead of him. After a beat, he follows.
      
                                                        CUT TO:
      
      
      EXT.   HIGHWAY - DAWN
      
      A FALLEN SIGN - "GAS FOOD LODGING."
      
      KYLE, STAR and MARCUS move along the roadside, heading toward
      dark BUILDINGS a few hundred yards off near an overpass.
      
                           MARCUS
                 What year is it?
      
                              STAR
                 Seventeen.
      
                            KYLE
                 Nope.   Eighteen.
                                                        (CONTINUED)
      
                                                                      16.
      CONTINUED:
      
                             STAR
                   Are you sure?
      
                              KYLE
                   Yup.   Two thousand eighteen.
      
                             MARCUS
                   Fifteen years... I've lost 15 years.
                   So who did it to us? Terrorists?
                   The Russians, the Chinese--?
      
                              STAR
                   Huh?
      
                             MARCUS
                   The nukes. There was a war, right?
                   Who started it?
      
      KYLE cocks his head at him.
      
                             KYLE
                   Something fall on your head? The
                   machines did it, the computers--
                   they got smart.
      
                             STAR
                   Judgment Day... I was just a baby.
      
                             KYLE
                   What's the last thing you remember?
      
                             MARCUS
                       (a beat)
                   Dying.
      
      
      EXT.   REST STOP - DAY
      
      A MEXICAN FAST FOOD JOINT, windows broken, sign collapsed,
      near a two-story MOTEL with a COVERED CARPORT. The pavement
      is CRACKED, the structures WEATHERED, abandoned for a decade.
      
      MARCUS, KYLE and STAR suddenly rise from a hiding spot by a
      DUMPSTER in a parking area. KYLE scans the FAST-FOOD PLACE
      with the binoculars, while STAR studies a WATCH she carries.
      
                              KYLE
                   Eyeball.   Only one.
      
                                                          (CONTINUED)
      
                                                                      17.
      CONTINUED:
      
      They drop down again.
      
      ONE AEROSTAT patrols the area. It's a surveillance drone the
      size of a softball, shiny steel, an inset camera lens with a
      RED GLOW. It flies in a geometric pattern, hovering every
      few seconds before continuing on. It vanishes around the
      corner of the fast-food joint, moving in the direction of the
      motel. STAR has been timing its moves.
      
                             STAR
                   Now!
      
      KYLE and STAR dash for the fast-food entrance, MARCUS just
      behind. They round the doorway and--
      
      
      INT.   FAST FOOD JOINT - DAY
      
      --drop down inside behind an upended table in what was once a
      taco place, remnants of Mexican decor.
      
      THROUGH A DIRTY WINDOW, they see the AEROSTAT buzz past,
      flying its pattern. It moves on without spotting them, then
      takes off in a new direction.
      
      KYLE and STAR set to searching the place, something they've
      done many times. They go through trash cans, check behind
      the counters and in the kitchen. MARCUS gets up, still
      looking out the windows.
      
                             MARCUS
                   That flying grapefruit, what was it?
      
                             KYLE
                   Aerostat-- one of Skynet's eyes.
                   They patrol places like this,
                   looking for survivors.
      
                             STAR
                   Yes!
      
      She's come up with some UNOPENED PACKETS OF CONDIMENTS from a
      bag of TRASH. KYLE trots over.
      
                             KYLE
                   Any red ones?
      
      She nods excitedly, hands him a packet.    He tears it open,
      sucks down the contents eagerly.
                                                          (CONTINUED)
      
                                                                     18.
      CONTINUED:
      
                               KYLE (cont'd)
                   Mm.    Ketchup.
      
      STAR discards one packet, sucks at another-- and immediately
      makes a pained face and tosses the packet aside.
      
                                STAR
                   Yuk!
      
      MARCUS picks up the packet, looks at it.
      
                             MARCUS
                   Jalape�o sauce.
      
      STAR and KYLE pause in their eating, stare at him.
      
                             STAR
                   You can read.
      
      MARCUS shrugs modestly.
      
                             KYLE
                   So can I.
                       (off Star's look)
                   Well, sort of... a little.
      
      With obvious reluctance, STAR holds a packet of mustard
      toward Marcus.
      
                                STAR
                   Want some?
      
      Marcus gallantly waves it away.
      
                                MARCUS
                   No thanks.     Not hungry.
      
                             KYLE
                   Never heard anyone say that before.
      
                                                           CUT TO:
      
      
      INT.   ABANDONED MOTEL ROOM - DAY
      
      ANGLE IN MIRROR - MARCUS stares at his own reflection in a
      cracked MIRROR.
      
      
                                                           (CONTINUED)
      
                                                                     19.
      CONTINUED:
      
                             MARCUS
                   I look the same.
      
      STAR closes tattered curtains, plops on the bare bed, ready
      for sleep. The room's a mess, GRAFFITI here and there, trash
      scattered about; they're not the first squatters who've been
      here. THE GUNS and STAR'S WATCH lie on a dresser.
      
      KYLE sits before the TV-- he's scratching STICK FIGURES onto
      the screen with a rusted POCKETKNIFE. One is clearly meant
      to be him; the smaller one, wearing a baseball cap, is Star.
      
                             KYLE
                   You ever watch television?
      
                             MARCUS
                   Oh yeah. Was about all I ever had
                   to look forward to in the joint.
      
                             STAR
                       (YAWNING)
                   What's a joint?
      
                             MARCUS
                       (BLINKS)
                   Prison. Spent half my life there.
      
                             KYLE
                   I remember TV a little.   Cartoons.
                   It was great.
      
      KYLE plops on the bed next to STAR, who's already out.
      MARCUS studies them.
      
                             MARCUS
                   She your sister?
      
                             KYLE
                   Dunno. Been together since we was
                   little. Bunch of us kids was at
                   the day-care center when the bombs
                   fell... she and me are the only
                   ones still around.
      
                             MARCUS
                       (disturbed; gestures around)
                   So this is it? Your life?
      
      
                                                         (CONTINUED)
      
                                                                     20.
      CONTINUED: (2)
      
                          KYLE
                We're gonna find the Resistance, fight
                for John Connor against Skynet. You
                oughta join us, you're pretty cool.
      
                          MARCUS
                You don't know me.
      
                          KYLE
                You're strong, you can read... you
                didn't kill us. Good enough for me...
      
                          MARCUS
                Skynet runs the machines...?   So
                who's this John Connor?
      
                          KYLE
                He's... I don't know. The best.
                Everybody talks about him. He's
                the one who's gonna save us.
      
                          MARCUS
                Yeah, right. Him and Jesus.
      
                          KYLE
                Who's Jesus?
      
                          MARCUS
                You're asking the wrong guy.
      
                          KYLE
                    (closing his eyes)
                So why were you in prison?
      
                          MARCUS
                    (a long beat)
                I killed a cop.
      
                          KYLE
                Were cops like terminators?
      
                          MARCUS
                Well... Nah, some of `em were all right.
                    (SIGHS)
                My little brother Max, pretty wild
                kid, not much older than you-- he
                stole a car, just joy-riding,
                y'know, showing off.
                          (MORE)
                                                           (CONTINUED)
      
                                                                     21.
      CONTINUED: (3)
                            MARCUS (cont'd)
                 Cop chased him right into our front
                 yard, pulled him outta the car...
                 and started whaling on him, kicking
                 the shit out of him. No reason for
                 it, Max was already in cuffs. I ran
                 out of the house, guy tried to pull
                 his gun on me-- guess I just went
                 off on him. Don't even remember it
                 really... they say I broke his neck.
                     (BEAT)
                 Max must be dead too, now... like
                 everybody else.
      
      MARCUS notices now that Kyle is asleep-- it's as if he's
      lulled him with a bedtime story. Marcus is oddly touched,
      pulls a cover over both the kids. KYLE starts, half-asleep--
      
                           KYLE
                 You gonna be here when I wake up?
      
                            MARCUS
                 Sure.
      
                            KYLE
                 Good.   Stay away from the windows.
      
      So saying, KYLE falls back asleep. MARCUS sighs, moves
      through the room, quietly opens a drawer or two and finds--
      
      A BIBLE.
      
      
      INT.   MOTEL CORRIDOR - DAY
      
      AFTERNOON LIGHT, MARCUS sits on the floor by a room door,
      shotgun leaned on the wall at his side. He has the bible
      open in his lap, head bowed over it. CLOSER-- his eyes are
      closed, he's asleep.
      
      THE DOOR OPENS behind him, STAR peers out-- and looks
      relieved to see Marcus is still with them. As she takes a
      step toward him, he starts awake.
      
                            STAR
                 Just me.
      
      MARCUS relaxes, she sits down beside him.
      
      
                                                        (CONTINUED)
      
                                                                       22.
      CONTINUED:
      
                             STAR (cont'd)
                   Whatcha reading?
      
                              MARCUS
                   The bible. My grandma always tried
                   to get me into it, but-- it always
                   put me to sleep.
                       (BEAT)
                   Still does.
      
                             STAR
                   Would you read something to me?
      
      MARCUS shrugs and nods, flips to a random page, squints at
      the text.
      
                             MARCUS
                   "...of the tribe of Simeon, Shaphat
                   the son of Hori. Of the tribe of
                   Judah, Caleb the son Jephunneh--"
      
                             STAR
                   There's a book inside with pictures.
      
      She's already on her feet.
      
      CLOSE - A PHONEBOOK, minutes later.    We hear MARCUS reading:
      
                             MARCUS
                   "Guaranteed lowest prices... open
                   seven days..."
      
      STAR sits at his side, looking over his shoulder as he turns
      pages. She points to something:
      
                             STAR
                   What's that?
      
                             MARCUS
                   It's a flower. A rose.
      
                             STAR
                       (full of wonder)
                   So... all those numbers... you
                   could call them and get, like,
                   flowers, or someone to come over
                   and fix stuff, or bring you food...
      
      
                                                          (CONTINUED)
      
                                                                     23.
      CONTINUED: (2)
      
                          MARCUS
                    (nods, touched)
                Guess people had it pretty good.
                    (FLIPS)
                What else we got... movers,
                mufflers, music--
      
                          STAR
                Music?
      
                          MARCUS
                You know, pianos, guitars...
      
                          STAR
                I don't remember music.
      
                          MARCUS
                Come on. You must...
                    (approximating the tune)
                "I can't get no... satisfaction..."
                    (off her blank look)
                "We are family... I got all my sisters
                with me..." No, huh. How about...
                "Twinkle twinkle little star..."
      
      Star's face lights up, she nods eagerly, sings along:
      
                          MARCUS & STAR
                "How I wonder what you are... up
                above the world so high, like a
                diamond in the sky..."
      
      STAR is dizzy with emotion, wipes an eye, turning away.
      
                          MARCUS
                You OK?
      
                          STAR
                    (shakes her head)
                Somebody used to sing that to me.
      
      MARCUS puts the phonebook aside, puts a hand on her arm; and
      she leans into him for a hug, tears forming in her eyes.
      
                          STAR (cont'd)
                Stay with us, Marcus. Please.
      
      
      
                                                         (CONTINUED)
      
                                                                      24.
      CONTINUED: (3)
      
      MARCUS looks down at her, affected.
      
                                                   DISSOLVE TO:
      
      
      EXT.   MOTEL - DAY
      
      AEROSTAT POV - a PIXELLATED ELECTRONIC IMAGE as it patrols
      the MOTEL AREA in its geometric pattern. It ZOOMS into the
      CARPORT, quickly scanning the abandoned VEHICLES, among which
      is an aged, open JEEP WRANGLER, its HOOD UP, parked beside a
      customized VAN. The cars are covered in DUST, the TIRES
      FLAT, they've been sitting here for a decade.
      
      OBJECTIVE ANGLE - the AEROSTAT zips off on its rounds. After
      a moment, the VAN DOOR slides open. MARCUS moves quickly
      back to the JEEP, KYLE and STAR behind him.
      
      STAR checks her WATCH while MARCUS goes back to work on the
      JEEP'S ENGINE. He's found some tools, already has removed
      and cleaned SPARK PLUGS, dismantled the DISTRIBUTOR. KYLE,
      meanwhile, returns to INFLATING one of the tires with a
      BICYCLE PUMP.
      
                           KYLE
                 If we get it to move, will you
                 teach me to make it go?
      
                           MARCUS
                 It's called driving.   Sure.
      
      STAR wipes DIRT off the side of the VAN, revealing air-
      brushed ARTWORK beneath...
      
                            STAR
                 Wow.   What were these like?
      
      MARCUS looks up from his work to see--
      
      A WHITE UNICORN in a FIELD OF FLOWERS.
      
                           MARCUS
                     (SMILING)
                 Not too many around in my time.
      
                                                   DISSOLVE TO:
      
                                                                      25.
      
      
      EXT.   MOTEL - NIGHT
      
      THE AEROSTAT zips past the CARPORT.   As soon as its gone--
      
                             STAR
                 Now!
      
      THE JEEP is suddenly PUSHED from the carport, tires somewhat
      inflated. MARCUS is on one side of the rear, KYLE on the
      other, STAR behind the wheel, the seat moved all the way up.
      
      They get the vehicle to a slight SLOPE, it begins to roll on
      its own.
      
                           MARCUS
                 Pop the clutch! Let your foot up!
      
      ANGLE IN JEEP
      
      We see it's been hot-wired. STAR has her foot all the way
      down on the clutch, now lets up--
      
      THE JEEP BUCKS and SPUTTERS... but CATCHES. As soon as it
      does, MUSIC BLARES from the tape deck-- raucous HEAVY METAL,
      the aged cassette SPEEDS and SLOWS. MARCUS runs for the
      driver's side, but the JEEP is pulling ahead fast.
      
      ANGLE IN JEEP
      
      STAR is staring at the speaker, mesmerized at the sound of
      the MUSIC. When she looks out the windshield--
      
      --she's about to HIT A WALL, SQUEALS in terror--
      
      --MARCUS vaults in and pushes her aside, squeezing behind the
      wheel, hitting the brakes and throwing the Jeep into neutral.
      
                           KYLE
                 Aerostat's coming!
      
      KYLE hops in back as MARCUS adjusts the seat and FLOORS IT.
      THE KIDS are exhilarated as MARCUS zooms out of there,
      heading off-road across the plains, LIGHTS OFF, MUSIC LOUD.
      
                             STAR
                 Music...
      
                             MARCUS
                 Sort of.
                                                         (CONTINUED)
      
                                                                          26.
      CONTINUED:
      
      MARCUS turns the MUSIC DOWN.       He looks up to see--
      
      --THE AEROSTAT, right over their heads, keeping pace with the
      vehicle, RED LIGHTS FLASHING.
      
      KYLE rises in back, SWINGS at it with the SHOTGUN BUTT--
      
      THE AEROSTAT deftly dodges the blows.
      
                             STAR
                   Oh no! It's gonna call a
                   Harvester, we're dead--
      
      MARCUS SLAMS on the brakes-- the AEROSTAT stops a few feet
      ahead of them, hovering in the air.
      
      MARCUS picks up an X-shaped LUG WRENCH from behind his seat,
      rises, taking aim--
      
      --and HURLS THE WRENCH with amazing speed and power--
      
      --it flies like a throwing star and SMASHES the AEROSTAT to
      BITS in a shower of SPARKS and METAL.
      
      The three of them stare breathlessly for a moment.
      
                              KYLE
                   Wow.   You're good.
      
      MARCUS flexes his hand, startled at his own strength.
      
                                                        DISSOLVE TO:
      
      
      EXT.   TEXAS PLAINS - NIGHT
      
      The JEEP moves off-road, HEADLIGHTS OFF, traveling by
      MOONLIGHT. It SWERVES and BUCKS from time to time. MUSIC
      PLAYS from the TAPE DECK, something more melodic.
      
      ANGLE IN JEEP - KYLE behind the wheel, having the time of his
      life, MARCUS supervising, STAR enjoying the breeze and the
      unfamiliar sensation of a moving vehicle.
      
                               STAR
                   Faster!
      
                               MARCUS
                   No!    You're doing fine.
                                                                (CONTINUED)
      
                                                                      27.
      CONTINUED:
      
      The SONG suddenly GARBLES, turning to NOISE. MARCUS ejects
      the tape, pulls it out-- it's unspooled, tangled in the
      stereo's guts. THE KIDS groan disappointedly. STATIC from
      the radio now... but a FAINT VOICE audible beneath it.
      
                             MARCUS (cont'd)
                   Ssh.
      
      MARCUS FIDDLES with the dial. He can't get the SOUND clear,
      rolls through the dial. Varying levels of STATIC, then a
      relatively CLEAR VOICE:
      
                             RADIO VOICE
                   --proper ratio of ammonium nitrate
                   to diesel fuel. A bomb of this
                   type can be contained in an
                   ordinary plastic garbage bag, and
                   will detonate on impact...
      
                             KYLE
                       (EXCITED)
                   That's him!
      
                             RADIO VOICE
                   This recording has described booby-
                   traps and explosive devices. It
                   will repeat every two hours on
                   different frequencies to avoid
                   Skynet jamming...
      
      STAR points toward the horizon.    Marcus looks up.
      
                             MARCUS
                   Stop the car.
      
      KYLE ACCELERATES.
      
                             MARCUS (cont'd)
                   Other pedal, other pedal!
      
      They SCREECH to a halt.
      
      IN THE DISTANCE - a RED GLOW of FLAMES far away. SILHOUETTED
      against this, strange FLYING VEHICLES and spindly, spider-
      like MACHINES are just visible.
      
      
      
      
                                                            (CONTINUED)
      
                                                                      28.
      CONTINUED: (2)
      
                           RADIO VOICE
                 Do not give in to despair. As
                 bleak as things seem, I assure you,
                 humanity will triumph.
      
      HIGH ANGLE - THE JEEP turns away from the conflagration,
      moves off in a new direction and vanishes into the darkness.
      
                           RADIO VOICE (cont'd)
                 The machines only win when we give
                 up hope... this is John Connor.
      
                                                       DISSOLVE TO:
      
      
      EXT.   SERVICE STATION - DAWN
      
      HIGH ANGLE - a crumbling SERVICE STATION with a RUSTING
      TANKER on flat tires, the cab long gone.   MOVE TO FIND the
      JEEP approaching off-road.
      
      THE JEEP pulls to a stop, MARCUS gets out from behind the
      wheel and moves to the TANKER. STAR and KYLE, with his
      binocs, scan the area for signs of Skynet surveillance.
      
                           KYLE
                 We oughta find a place to hole up
                 for the day...
      
      MARCUS pounds on the TANKER-- a deep echo.
      
                             MARCUS
                 Damn it.    Empty.
      
      KYLE sniffs the air.
      
                           KYLE
                 You smell that?
      
      STAR sniffs the air herself, eyes going wide.
      
                             STAR
                 Food!
      
      They both hop out of the Jeep, running toward the GARAGE,
      each carrying their unloaded GUNS.
      
      HIGH ANGLE - from BEHIND THE RUSTING SIGN, an AEROSTAT
      appears, aimed at the kids, LIGHTS BLINKING.
      
                                                                       29.
      
      
      INT.   SERVICE STATION - DAWN
      
      KYLE and STAR slither under a partially open GARAGE DOOR.
      The space is dark, SMOKE-FILLED... STRIPS OF DRIED MEAT hang
      from the hydraulic lift. The two youths look amazed and
      delighted. Kyle shoves the gun into his waistband, moves to
      the closest strip and PEELS OFF A PIECE, takes a tentative
      bite, then gnaws ravenously. Star leans the shotgun against
      the wall and follows suit.
      
      MARCUS lifts the garage door and enters, DAWN LIGHT streaming
      in behind him.
      
                           MARCUS
                 What is this?
      
                            KYLE
                     (mouth full)
                 Who cares?
      
      Marcus squints at something in the darkness.   He takes a step
      forward, then grabs Star's arm.
      
                           MARCUS
                 Spit it out!
      
                            STAR
                     (CHEWING)
                 It's good!
      
      Now KYLE reacts to what Marcus saw, GAGS and SPITS out meat.
      He's staring at--
      
      --a dried, severed HUMAN HAND, resting on a GRILLE in the
      sunken SERVICE PIT, where a CHARCOAL FIRE smolders.
      
      Star sees it too, turns and RETCHES, just as--
      
      --three animal-like CANNIBALS emerge from the back of the
      garage-- two burly, ugly, unshaven MEN and a wild-eyed,
      unhealthy-looking WOMAN with matted hair. We'll call them
      PIG, BULL and COW. PIG grabs the SHOTGUN, BULL grabs KYLE
      and yanks the HANDGUN from his waistband.
      
      COW grabs STAR, shoves her into the center of the garage,
      beside Kyle and Bull. Bull tosses the handgun to COW who
      keeps it trained on the kids, sizing them up.
      
      
                                                         (CONTINUED)
      
                                                                      30.
      CONTINUED:
      
                             COW
                   Not much meat on `em.
      
      PIG eyes Marcus, points the shotgun in his face.
      
                             PIG
                   This one's fi-i-ine--
      
      MARCUS raises two fingers like a peace sign-- then shoves
      them into the barrels of the shotgun. PIG snorts and PULLS
      THE TRIGGER-- CLICK.
      
                             MARCUS
                   Oops.
      
      MARCUS yanks the gun away and tosses it aside, HEAD-BUTTS
      Pig, who staggers backward, BLOOD SPRAYING from his nose.
      
      COW points the unloaded HANDGUN at Marcus-- CLICK CLICK.
      
      KYLE and STAR get free of BULL and dash for the exit, they're
      out of there in a flash.
      
      BULL CHARGES MARCUS, who dodges him, grabs the man and--
      
      --HURLS HIM HEAD FIRST into the CHARCOAL PIT-- his BODY
      SIZZLES against the coals, he SCREAMS and WRITHES.
      
      COW picks up an AXE with two hands and SWINGS it at MARCUS
      who GRABS the HANDLE with one hand and YANKS it away.
      
      COW knows she's met her match, turns and flees, heading out
      the way Kyle and Star went.
      
      MARCUS advances on PIG and BULL, brandishing the AXE. Pig
      squirms back across the floor, wiping BLOOD from his face.
      
                             PIG
                   We didn't kill `em! I swear to
                   God, they was dead already, we
                   wasn't gonna let `em rot--
      
      BULL has scrambled out of the coal pit, but is in too much
      pain to rise.
      
                             BULL
                   Go `head, take as much as you want,
                   we're on the same side here--
      
                                                         (CONTINUED)
      
                                                                        31.
      CONTINUED: (2)
      
      Marcus looks ready to finish them off-- but reacts to CRIES
      from outside, a loud MECHANICAL RUMBLE.
      
      
      EXT.   SERVICE STATION - DAY
      
      A HARVESTER-- a GIANT INSECT-LIKE TERMINATOR-- is outside the
      station. Many times the size of a human being, MULTIPLE ARMS
      and LEGS sprout from its thorax, it has multiple CAMERA EYES
      on long, swiveling stalks-- it carries KYLE and STAR, the
      kids struggle frantically, caught in the harvester's jointed
      steel appendages.
      
      One unblinking EYE SCANS KYLE, another STAR; the harvester
      produces a NEEDLE from one of its arms, INJECTS the boy-- who
      instantly goes limp, unconscious. It does the same to STAR.
      
      As COW emerges--
      
      --THE HARVESTER SPRINGS on her, with startling speed. She
      SCREAMS as the enormous terminator hoists her into the air
      with the others, INJECTS her and begins moving toward--
      
      --A TRANSPORT. This consists of CONTAINER resembling a semi-
      trailer or wheeled dumpster, attached within a FRAMEWORK that
      features movable ENGINE PODS and a mysterious ARMATURE at the
      front. A STEEL LID in the top of the container OPENS
      hydraulically, the Harvester DEPOSITS the HUMAN CAPTIVES
      inside, and the LID SLAMS SHUT.
      
      MARCUS has emerged from the garage, still carrying the AXE.
      He stays low, hidden behind the tanker, watching as--
      
      --PIG and BULL flee through a back entrance to the garage,
      immediately attracting the attention of--
      
      --the Harvester, which sets off in pursuit.
      
      Marcus comes to a decision.    He SPRINTS into the open, toward
      the TRANSPORT, and--
      
      --CLAMBERS up the side, hitting the thing at full speed,
      using an engine pod to boost himself higher. He's still
      short but swings the AXE and--
      
      --hooks the AXE HEAD over the top of the container, like a
      grappling hook. He pulls himself up and--
      
      
                                                          (CONTINUED)
      
                                                                      32.
      CONTINUED:
      
      --crawls across the roof, to the LID. There's a barred,
      reinforced MESH PANEL here, through which he can see--
      
      ANGLE IN TRANSPORT
      
      --about TWENTY HUMAN PRISONERS, unconscious on the steel
      floor. Among them are KYLE and STAR. Star MOANS, opens her
      eyes briefly and sees--
      
      --MARCUS' SILHOUETTE above her.
      
      Her eyes flutter shut again.
      
      MARCUS struggles to raise the sealed lid, but there's no
      purchase available, just a smooth seam. Suddenly--
      
      --the TRANSPORT JERKS. MARCUS nearly loses his footing as
      the TRANSPORT STARTS ROLLING forward. He drops to his belly,
      seeing that the transport is approaching--
      
      --the HARVESTER, which now carries PIG and BULL, both
      unconscious. THE LID OPENS and the Harvester DROPS the two
      men INSIDE-- but its camera eyes fail to register Marcus, who
      crouches behind the open lid. As the lid BEGINS TO CLOSE,
      the Harvester attaches to the armature at the front of the
      transport, making itself an aerodynamic part of the machine.
      
      MARCUS THRUSTS THE HEAD OF THE AXE under the closing LID in
      order to prevent it from sealing. THE LID grinds against it,
      but remains ajar. A moment later--
      
      --THE ENGINE PODS ROTATE DOWNWARD, FIRE and--
      
      --THE TRANSPORT LIFTS OFF THE GROUND. Within moments, the
      airborne dumpster has risen hundreds of feet in the air.
      
      
      EXT.   AERIAL - DAY
      
      MARCUS moves to the edge, looks down in astonishment at the
      fallow plains far below. Looking to the side, he sees--
      
      --A PAIR OF HUNTER KILLERS, swooping in quickly to provide an
      escort for the slower moving transport.
      
      WIND buffets Marcus, he hangs on for dear life. Clinging to
      the top of the transport, he slowly makes his way back toward
      the LID. As the transport BANKS, he almost loses his grasp,
      dangling for a moment before the craft rights itself.
                                                        (CONTINUED)
      
                                                                      33.
      CONTINUED:
      
      MARCUS reaches under the jammed lid and pulls with all his
      might. This thing is really heavy, plus he's fighting the
      WIND BLAST. MARCUS hears something behind him--
      
      THE HARVESTER has spotted him and is now prying itself loose
      from the armature. Also buffeted by the wind, it starts to
      move gingerly down the length of the transport toward Marcus.
      
      MARCUS must let the LID CLOSE. He snatches up the AXE, takes
      a couple of WHACKS at the thing, DENTING the metal, but doing
      no serious damage. The Harvester KNOCKS the weapon out of
      his hand, Marcus has no choice but to keep backing away.
      
      MARCUS is driven to the back of the transport. Struggling
      for handholds, he lowers himself out of sight, down the
      framework along the side, getting out of the wind. Suddenly--
      
      --STEEL CLAWS WRAP around him FROM BELOW, YANK him downward.
      
      THE HARVESTER has crawled around the SIDE of the TRANSPORT,
      and under the BOTTOM, in order to GRAB HIM. The hideous
      machine now holds him in its clutches, hundreds of feet in
      the air, its CAMERA EYES fixed on him.
      
      THE HARVESTER produces its needle, it's coming at his face--
      but MARCUS frees one hand, grabs the syringe, managing to
      hold it back, inches from his skin. His strength is
      weakening, but as the Harvester makes its final thrust--
      
      --he JERKS the NEEDLE to one side and it BENDS against one of
      the Harvester's own steel limbs.
      
      Undaunted, the creature crawls up the side of the transport,
      Marcus still in its clutches. It moves to the lid, which
      OPENS. It lets go of Marcus to drop him inside when--
      
      --MARCUS seizes two of its appendages and swings up onto the
      harvester's back, where he--
      
      --GRABS a couple of EYE STALKS, trying to RIP them from the
      harvester's thorax, LOOSE WIRES SPARK. The Harvester twists
      and thrashes, it's like he's a rodeo rider. A LIMB wraps
      around him, starting to CRUSH him in a vise-like grip, when
      SUDDENLY--
      
      --CANNON FIRE RIPS through the towering HARVESTER, blowing
      its thorax to PIECES, barely MISSING MARCUS.
      
      
                                                        (CONTINUED)
      
                                                                      34.
      CONTINUED: (2)
      
      A PAIR OF A-10 WARTHOGS-- the same colorful ground attack
      aircraft we saw in the first battle-- ROAR PAST on either
      side of the transport.
      
      THE CRIPPLED HARVESTER topples off the side of the transport,
      still clutching MARCUS and--
      
      --CATCHES on an ENGINE POD, the creature and Marcus both
      suspended in the air. THE HARVESTER ROASTS in the ENGINE
      BLAST, its CPU finally dies. Marcus is suspended below the
      engine, the steel limb RELEASES HIM, he has to cling to it
      now, to keep from falling.
      
      The HUNTER-KILLERS peel out in pursuit of the two Resistance
      planes.
      
      A DOGFIGHT ensues between the much larger, more heavily
      armored H-Ks, and the smaller, more maneuverable WARTHOGS.
      CANNON FIRE CATCHES an H-K but has no effect. The H-Ks' BLUE
      PLASMA PULSES barely miss the planes, which loop and bank.
      
      An AIR-TO-AIR MISSILE STREAKS from a WARTHOG and BLASTS the
      ENGINE of an H-K. AN EXPLOSION, the thing starts flying
      erratically, heading downward and--
      
      --CRASHING to earth in a glorious FIREBALL.
      
      
      EXT.   AERIAL & RIVER - DAY
      
      The planes are nearing a RIVER, bordered by sickly TREES. On
      the far banks, even from above, we see ominous MILITARY
      FORTIFICATIONS-- CONCRETE BUNKERS, ANTI-AIRCRAFT GUNS, etc.
      
      MARCUS meanwhile, is trying to climb up the dead Harvester,
      avoid the ENGINE BLAST and find a handhold on the transport.
      
      THE A-10 that shot down the H-K comes around for another pass
      at the transport, but--
      
      --ANTI-AIRCRAFT GUNS at the far side of the river let out a
      VOLLEY of BLUE PLASMA-FIRE. The BURSTS arc toward the A-10,
      which swerves and climbs, but--
      
      --PLASMA FIRE destroys a wing, the A-10 SPINS out of control.
      
      THE OTHER A-10 breaks off its dogfight with its H-K and
      speeds away from the river.
      
                                                        (CONTINUED)
      
                                                                      35.
      CONTINUED:
      
      MARCUS is tantalizingly close to the upper lip of the
      transport, he reaches out and--
      
      --THE FRIED HARVESTER suddenly dislodges from the ENGINE POD,
      taking Marcus with it, into FREEFALL.
      
      WITH MARCUS, plummeting downward toward earth, a hundred feet
      below, the transport continuing on its way above, crossing
      the river.
      
      MARCUS' POV - the ground and treetops getting closer. At the
      last moment, his continuing forward momentum takes him OVER
      THE RIVER and--
      
      MARCUS and the DEAD HARVESTER HIT THE WATER, hard, vanishing
      below the surface with enormous SPLASHES.
      
      The surviving H-K and the TRANSPORT continue across the river
      into Skynet territory, vanishing in the distance.
      
      CAMERA MOVES to FIND a PARACHUTE, drifting earthward on the
      unfortified side of the river.
      
      
      EXT.   RIVERBANK - DUSK
      
      HOLD ON LAPPING WATER for a beat.      Then--
      
      --MARCUS breaks the surface, staggering toward shore, he
      drops to his knees in the shallows.
      
      WAKES APPEAR behind him. Hearing the water stir, Marcus
      turns to see numerous DARK SHAPES moving rapidly in on him,
      from different directions, FLASHES OF METAL visible beneath
      the surface. These are HYDROBOTS-- AQUATIC TERMINATORS-- but
      we don't get a good look at them (yet) and Marcus isn't
      sticking around. He scrambles for the riverbank and makes
      his way into the leafless trees.
      
      
      EXT.   TREES - EVENING
      
      MARCUS moves past the trunks of bare trees, pauses, looks
      over the water in the direction the transport took.
      
                              BLAIR (O.S.)
                   Yo!   Up here!
      
      
                                                        (CONTINUED)
      
                                                                      36.
      CONTINUED:
      
      BLAIR WILLIAMS, the helmeted pilot who ejected, hangs from
      the tangled remains of her parachute, caught in the trees
      about fifteen feet in the air above Marcus.
      
      MARCUS moves closer.    Blair struggles to saw through her
      lines with a KNIFE.
      
                             BLAIR (cont'd)
                   Who are you--
      
      The LINES suddenly SNAP, Blair FALLS from the tree.
      
      Marcus' reflexes are fast as ever, he's beneath her in an
      instant and CATCHES HER. He holds her in his arms:
      
                             MARCUS
                   Name's Marcus.
      
                             BLAIR
                   You can put me down now, Marcus.
      
      He does so. Blair pulls off her helmet, her hair is short.
      She's in her 20s, pretty, petite but strong, a no-nonsense,
      battle-hardened member of the Resistance. She pulls a
      COMPASS from her flight suit, consults it briefly as she
      orients herself.
      
                             BLAIR (cont'd)
                   I've got an ELT, but I can't call
                   for a rescue here. There's an
                   outpost a few miles upriver-- not
                   my favorite people in the world,
                   but it's safe. Let's move.
      
      Blair is already moving, Marcus hesitates, then points across
      the water.
      
                             MARCUS
                   I'm heading that way.
      
                             BLAIR
                       (a short laugh)
                   The hot zone? No you're not.
      
                             MARCUS
                   I've got to get to my friends--
      
                             BLAIR
                   What friends?
                                                          (CONTINUED)
      
                                                                     37.
      CONTINUED: (2)
      
                          MARCUS
                Couple of kids. They were in that
                flying dumpster--
      
                          BLAIR
                The Skynet transport? It was
                carrying people?
                    (off his nod)
                Christ, we almost shot it down.
                There've been rumors about a
                concentration camp, but...
      
      She shakes her head, gestures toward the river.
      
                          BLAIR (cont'd)
                You can't get across-- river's
                fulla hydrobots--
      
                             MARCUS
                Hydrobots?
      
                          BLAIR
                They can't see, but they have killer
                sonar. They'll attack anything that
                moves or makes a sound. Even if you
                get past them, you'd be dead before
                you covered a hundred yards. If the
                terminators don't get you, the fallout
                will-- heavy rads all the way to the
                Gulf coast, nothing can live there.
      
      Marcus absorbs this, starts walking with her.
      
                          MARCUS
                You're with the Resistance.
      
                          BLAIR
                Lt. Blair Williams, I fly for what
                used to be the Air National Guard.
      
      She puts a hand out, listening.   She signals for him to lay
      low, behind a fallen tree.
      
      NEARBY-- a pair of T-1s on patrol rumble into view. They
      pause, scanning the area, chain-guns at the ready. They
      start to move toward BLAIR and MARCUS' hiding place.
      
      BLAIR quickly grabs a STONE and, staying down, hurls it as
      far away as she can--
                                                         (CONTINUED)
      
                                                                        38.
      CONTINUED: (3)
      
      THE STONE strikes a few BRANCHES--
      
      THE T-1s suddenly turn in that direction, GUNS BLAZING--
      
      THE WOODS in the immediate vicinity are torn to pieces by the
      GUNFIRE, small FIRES erupt from the incendiary bullets-- it's
      definitely overkill.
      
      THE T-1s roll over to inspect the damage, out of view.
      
      BLAIR whispers:
      
                           BLAIR (cont'd)
                 Stupid bastards. Come on.
      
      She and Marcus move away quickly, away from the trees.    When
      they're a safe distance from the robots--
      
                           MARCUS
                 I don't know... this has gotta be
                 some kind of, like, dream or
                 hallucination. Like what happens
                 to people right before they die...
      
      Blair SLUGS him hard, in the arm.     He doesn't flinch, but he
      looks surprised.
      
                           BLAIR
                 That snap you out of it?
      
      MARCUS shakes his head.   They keep walking.
      
                           BLAIR (cont'd)
                 Well hell, maybe you are dreaming. Do
                 us all a favor and wake up already.
      
                                                           CUT TO:
      
      
      EXT.   MUTANT FOREST - NIGHT
      
      THE MOON over a scrubby forest, trees just a few feet high.
      BLAIR and MARCUS seem like giants as they move among them.
      They've been talking a while, Blair's absorbing something.
      
                           BLAIR
                 So let me get this straight, Marcus.
                 There you are on death row, they stick
                 a needle in your arm...
                           (MORE)
                                                           (CONTINUED)
      
                                                                      39.
      CONTINUED:
                             BLAIR (cont'd)
                   and the next thing you know, you're
                   here.
                       (off his nod)
                   Since this ain't the resurrection,
                   there's only one possibility.
      
                             MARCUS
                   Let's hear it.
      
                             BLAIR
                   Whatever they pumped into your veins just
                   knocked you out. This Angel Project you
                   signed up for-- there was a lotta
                   cryogenic stuff going on before the bombs
                   fell, they musta froze your ass.
      
                             MARCUS
                   What the hell for?
      
                             BLAIR
                   Drug tests, medical experiments, organ
                   harvesting, who knows? You said you
                   had no family, no friends-- why let a
                   body like yours go to waste?
      
      She's looking him over as she says this, it almost sounds
      flirtatious. Marcus changes the subject.
      
                             MARCUS
                   I've never seen trees like these.
      
                             BLAIR
                   We're in a mutation zone. I saw a
                   two-headed squirrel here once--
      
                             MARCUS
                   Freaky.
      
                             BLAIR
                       (SHRUGS)
                   Tasted like chicken.
      
      BLAIR pauses, checking a small GEIGER COUNTER she carries--
      it CLICKS a bit.
      
                             BLAIR (cont'd)
                   Levels are tolerable now, but just.
                   We can't spend the night here.
      
                                                            (CONTINUED)
      
                                                                      40.
      CONTINUED: (2)
      
      They start moving again.   Marcus pauses, listens:
      
                          MARCUS
                What was that?
      
                          BLAIR
                I didn't hear anything--
      
      Now they both hear an eerie HOWL, changing in pitch-- like a
      coyote on crack. More than one picks up the CHORUS.
      
                            BLAIR (cont'd)
                Skindogs.
      
      She pulls a SIDEARM, holds it at the ready as she starts
      running, away from the direction of the noise. Marcus keeps
      up at her side, looking behind them.
      
      WITH THE DOGS
      
      We don't get a good look at them, but there's a pack of large
      BEASTS moving quickly through the undergrowth, gaining on the
      fleeing humans.
      
      BLAIR sees they won't outrun them. She spins, FIRES in the
      direction of the approaching PACK. Suddenly it's quiet-- the
      animals fan out, forming a circle around Blair and Marcus.
      
                          MARCUS
                They're surrounding us.
      
      QUICK SHOTS of MUTANT EYES, glowing in the dark-- ENLARGED
      TEETH-- DARK, MASSIVE FORMS moving through the brush.
      
                          BLAIR
                They're smart. And they don't
                scare easy.
      
      After a few tense beats, from the foliage--
      
      A SKINDOG leaps at BLAIR from behind-- it's hideous, the size
      of a Great Dane, hairless, with veiny, wrinkled skin and
      long, catlike CLAWS. Before Blair can react, MARCUS leaps
      between her and the dog, grabs the slavering creature by the
      throat. It SNAPS its ELONGATED TEETH at him, but he manages
      to BREAK its neck and hurl it toward--
      
      TWO MORE SKINDOGS moving in for an attack.
      
                                                           (CONTINUED)
      
                                                                     41.
      CONTINUED: (3)
      
      BLAIR FIRES a few SHOTS at the encroaching pack, we hear a
      few YELPS--
      
      MARCUS protects her, effortlessly tosses a few more SKINDOGS
      aside, ignoring vicious bites and scratches.
      
      The other SKINDOGS turn on dead and injured pack members,
      begin TEARING INTO THEM. There's an opening now, the two
      humans make a run for it.
      
      BLAIR catches her breath, looking him over, seriously
      impressed by his strength and calm.
      
                           BLAIR (cont'd)
                 You saved my ass. Thanks.
      
      MARCUS shrugs, turns back to see the feeding frenzy.
      
                           MARCUS
                 Dog eat dog world.
      
      
                                                     DISSOLVE TO:
      
      
      EXT.   NORMAL FOREST - NIGHT
      
      It's darker now, the moon is down. MARCUS and BLAIR move
      gingerly-- she TRIPS, he catches her before she falls.
      
                            BLAIR
                 Thanks.
      
      BLAIR sighs, yawns, sits against a tree.
      
                           BLAIR (cont'd)
                 It's not far, but we'll never get
                 across the mine field at night.
                 Might as well STAF till morning.
      
      MARCUS nods, sits a few feet away from her.
      
                           BLAIR (cont'd)
                 C'mere, it's cold. I don't bite.
      
      MARCUS slides toward her, she nestles against him.
      
                            MARCUS
                 Staf?   What's that mean?
                                                           (CONTINUED)
      
                                                                       42.
      CONTINUED:
      
                             BLAIR
                   It's a resistance term.    Sit tight
                   and fuck.
      
      Soon they're kissing passionately.      But MARCUS pulls away,
      rolls onto his back.
      
                             BLAIR (cont'd)
                   You holding out for lipstick?
                   Lingerie? Or am I not your... type?
      
                             MARCUS
                   I'm not gay. In prison, I thought
                   about puss-- women all the time. But
                   now... it's not working. Who knows,
                   all those years on ice...
      
                             BLAIR
                   Maybe it's just gonna take some time.
                   Before you're completely thawed out.
      
      She's slipped a hand inside his pocket for warmth... now she
      pulls out the SCRAPS of paper, with women's faces. She
      squints at these in the dark.
      
                             BLAIR (cont'd)
                   What are these?
      
                             MARCUS
                   I dunno. They just... sorta
                   reminded me of her.
      
                             BLAIR
                   Who?
      
      MARCUS speaks carefully, unsure how to articulate this.
      
                             MARCUS
                   There's a woman, the last woman I
                   saw before... when I was under, the
                   dead time-- she kept coming to me.
                   I think she must've saved me.
      
                             BLAIR
                   I can't compete with that.
      
      
      
      
                                                            (CONTINUED)
      
                                                                      43.
      CONTINUED: (2)
      
      She closes her eyes, settling against him, her head against
      his chest. Marcus stares up into the darkness.
      
                                                          CUT TO:
      
      
      INT.   TRANSPORT - NIGHT
      
      DARKNESS. We just make out KYLE and STAR among the other
      PRISONERS, most of whom are awake now in the steel container.
      Star still wears her baseball cap. The prisoners are JOSTLED
      as the transport touches down.
      
                           KYLE
                 We've landed.
      
      
      EXT.   LOADING ZONE - NIGHT
      
      The TRANSPORT has landed amongst numerous CONTAINERS, CRANES
      and VEHICLES-- all is dimly lit, enveloped in a vague reddish
      HAZE. THE FLYING FRAMEWORK and ARMATURE detach from the
      TRANSPORT, and TAKE OFF into the air again-- leaving the
      trailer-like wheeled CONTAINER. Something resembling the CAB
      of a semi-truck backs into position, latching onto attachment
      points on the container.
      
      
      INT.   TRANSPORT - NIGHT
      
      --A SMALL PANEL SLIDES OPEN   at the front of the transport,
      and a half-dozen PROCESSING   AEROSTATS buzz inside from the
      cab. These are larger than    the spy drones, with attached
      PINCERS that can encircle a   person's arm.
      
      PRISONERS duck, try to dodge these things. But they quickly
      buzz from captive to captive, latching onto their arms-- we
      hear SCREAMS, see FLASHES OF LIGHT from the aerostats.
      
      KYLE tries to bat away an AEROSTAT, but its PINCERS latch
      onto his forearm. A SIZZLING SOUND-- Kyle CRIES OUT with the
      pain, a flash of RED LIGHT-- then the aerostat DETACHES and
      moves to its next victim.
      
      STAR gets the same treatment from a different AEROSTAT.   She
      moves to Kyle's side, tears in her eyes, sucking on her
      burned wrist to ease the pain.
      
      
                                                          (CONTINUED)
      
                                                                      44.
      CONTINUED:
      
                             STAR
                   What's going to happen to us?
      
                             KYLE
                   I don't know...
      
      KYLE looks grimly down at--
      
      --a fresh BAR CODE seared into his arm.
      
      
      EXT.   LOADING ZONE/HIGHWAY - NIGHT
      
      THE CAB and CONTAINER, now resembling a semi, pulls out of
      the loading area. Digitally controlled, it needs no
      headlights as it rolls in the near-darkness.
      
      OVERHEAD ANGLE as the vehicle moves onto a cloverleaf access
      ramp leading to a HIGH SPEED SUNKEN HIGHWAY, a river of fast-
      moving TRAFFIC heading in both directions-- unlit vehicles
      moving close together at 120 mph through the reddish gloom.
      
                                                        CUT TO:
      
      
      EXT.   FOREST CLEARING - DAWN
      
      CLOSE - BLAIR and MARCUS's feet trudge through low brush,
      step over undergrowth. CAMERA MOVES to find a STRAND OF
      BARBED WIRE, emerging from the dirt a few feet away.
      
      MARCUS pauses, almost having stepped on a WATERMELON.
      
                             MARCUS
                   We're in somebody's garden.
      
      BLAIR stops walking, alarmed, a few feet away from him.
      
                             BLAIR
                   Christ... there's supposed to be
                   barbed wire along the edge.
      
      MARCUS looks around them, points.
      
                             MARCUS
                   Over there.
      
      
      
                                                        (CONTINUED)
      
                                                                      45.
      CONTINUED:
      
      A few yards away, STRINGS OF BARBED WIRE... CAMERA MOVES to
      reveal it's behind as well as ahead of them. They've come
      through a gap where the wire had fallen.
      
                             BLAIR
                   Whatever you do, don't move.
                       (SHOUTS)
                   Yo! Morrison, Barnes! Can anybody
                   hear me?!
                       (to Marcus)
                   We're in the middle of the mine field.
      
                                                            CUT TO:
      
      
      INT.   OUTPOST/BARRACKS & COMMUNICATIONS AREA - DAY
      
      DARK. We hear BABIES CRYING from nearby, FUMBLING in the
      dark, muttered CURSES-- then a MATCH lights a CANDLE.
      BARNES, 20-ish, good-looking and cocky, yawns and sneers,
      annoyed at being awakened. TWO WOMEN share his mattress.
      
                             BARNES
                   Somebody feed those things!
      
                             MORRISON
                   Start up the generator, Barnes.
      
      MORRISON is bearded, long-haired, bleary-eyed, a middle-aged
      man in charge here. He sits up in bed, also beside A COUPLE
      OF WOMEN. This place has become an underground crash pad,
      communal living for about a dozen people-- Morrison and
      Barnes the only men, four or five WOMEN and quite a few
      CHILDREN of varying age.
      
      BARNES grunts, yanks the blanket off his bedmates, who CRY
      OUT in protest. He wraps it around himself, carries the
      candle as he steps around other SLEEPING FIGURES, makes his
      way toward a METAL STAIRCASE winding downward. Moments
      later, we hear a GAS ENGINE start up-- LIGHTS flicker on.
      
      The place is pretty grimy and run-down, but it was once a
      military environment. There's a BANK OF TV MONITORS against
      one wall, which COME TO LIFE. A couple of the WOMEN move
      toward the adjacent NURSERY AREA to tend to the babies-- one
      of them, LISA, moves to the TV MONITORS. She squints at one.
      
                             LISA
                   We got company!
                                                            (CONTINUED)
      
                                                                      46.
      CONTINUED:
      
      ON A SCREEN
      
      MARCUS and BLAIR in the exact positions we last saw them,
      looking exhausted. They CRY OUT, unheard.
      
      
      EXT.   FOREST CLEARING - DAY
      
      BARNES pokes his head up from a concealed TRAPDOOR thirty
      yards from BLAIR and MARCUS, who are hoarse from shouting.
      
                             BARNES
                   Blair? Good to see you.
                       (off her glare)
                   What's the password?
      
                             BLAIR
                   Eat shit and die, Barnes!
      
                             BARNES
                   Close enough. Who's your friend?
      
                             BLAIR
                   Could you get us outta here please?
      
                             BARNES
                   Kinda dumb-ass, wandering around in
                   a mine field.
      
                             BLAIR
                   You didn't maintain the perimeter!
                   Where are your sentries?
      
                             BARNES
                   It's too early for that military crap.
      
      BARNES consults a MAP, turning it to orient himself.
      
                             BARNES (cont'd)
                   OK, if you keep walking straight
                   you're gonna get blown all to
                   hell... turn to your left and take,
                   oh... five steps.
      
      BLAIR and MARCUS obey, moving cautiously.
      
                             BARNES (cont'd)
                   OK, face me now. Three steps.
      
                                                            (CONTINUED)
      
                                                                      47.
      CONTINUED:
      
      They do as told.
      
                             BARNES (cont'd)
                   Almost home. Turn to your right
                   and take another five steps...
      
      They slowly pace five steps.      On the fifth one, there's a
      CLICK beneath Marcus' foot--
      
      A horrified moment of eye contact between him and Blair-- she
      DIVES TO THE GROUND, away from him as--
      
      BOOM!   MARCUS is thrown through the air by the EXPLOSION--
      
      MARCUS' BODY lands a few feet from the trap door.
      
      
      INT.    OUTPOST/CORRIDOR - DAY
      
      Frantic action-- the unconscious MARCUS is carried down a
      corridor from the open trap door by BARNES, MORRISON and a
      couple of women, NANCY and LISA. BLAIR, bleeding from
      shrapnel injuries, assists. She yells at BARNES:
      
                             BLAIR
                   You goddamn idiot!
      
                             BARNES
                   He was takin' bigger steps!
      
                             MORRISON
                   Son of a bitch is heavy.
      
      
      INT.    OUTPOST/INFIRMARY - DAY
      
      MARCUS is deposited gingerly on a METAL TABLE in this crude
      MEDICAL AREA. Numerous INFANTS and TODDLERS about.
      
      JANE, a doctor, moves toward MARCUS with scissors and other
      medical tools, cuts away a tattered pants leg, the shreds of
      his sneaker. She stops and stares, palpates a BLACKENED LEG
      briefly. She looks up in alarm.
      
                             JANE
                   He stepped on a Claymore? This guy
                   oughta be in a hundred pieces...
      
      
                                                            (CONTINUED)
      
                                                                       48.
      CONTINUED:
      
      She takes a scalpel, pulls it across the CHARRED, HEAT-
      DEFORMED SKIN. It doesn't even leave an incision.
      
                             BLAIR
                   What are you doing?
      
                             JANE
                   Does he have a prosthetic limb?
      
                             BLAIR
                   I don't think so.
      
      JANE opens Marcus' shrapnel-torn shirt, takes the scalpel and
      gingerly pulls it across the flesh of his chest. No effect.
      
                             JANE
                   This is not skin... oh Jesus-- oh God--
      
      JANE looks at MORRISON, backing away from Marcus.
      
                             JANE (cont'd)
                   He's a terminator.
      
                                                     CUT TO BLACK.
      
      MEMORY MONTAGE: QUICK SHOTS-- altered, impressionistic, as
      before. SFX of STATIC, high-pitched, complex DIGITAL NOISE.
      
      --a detached, fleshless metal framework for a ROBOTIC HAND is
      suspended by wires-- it FLEXES, forming a FIST.
      
      --CAMERA CIRCLES a muscular MALE TORSO, without arms, legs or
      head. METALLIC ATTACHMENT POINTS await these missing parts.
      
      --the inside of MARCUS' FACE, a thin membrane of artificial
      skin with eye, nose and mouth holes, is lowered through an
      AQUEOUS environment TOWARD CAMERA.
      
      THROUGH AN EYEHOLE we see SERENA, face distorted by the
      LIQUID. She looks worried. We hear her MUFFLED VOICE:
      
                             SERENA
                   Why isn't he conscious?
                   Something's wrong, he should be
                   coming out of it by now...
      
                                                             CUT TO:
      
                                                                      49.
      
      
      INT.   OUTPOST/LAUNCH TUBE - DAY
      
      START TIGHT ON MARCUS as he opens his eyes, a beam of bright
      SUNLIGHT in his face. CAMERA PULLS BACK and ROTATES to
      reveal that he is suspended UPSIDE-DOWN from a winch by a two-
      inch thick STEEL CABLE.
      
      MARCUS thrashes, trying to free himself, then looks up and
      sees that--
      
      --the CABLES are strung through HEAVY STEEL BOLTS which have
      been DRILLED THROUGH HIS CALVES, locking them together. His
      FOREARMS have been immobilized in the same grotesque fashion.
      
      From above, the BEAM OF SUNLIGHT shines through the narrow
      crack between an enormous pair of SLIDING STEEL PANELS.
      
      MARCUS twists his neck to look downward--
      
      MARCUS' POV-- a circular pit below, the dark bottom invisible
      to him-- he's hanging near the top of an empty MISSILE SILO,
      its ICBM launched years ago.
      
      At one edge of the silo pit, near scaffolding and tool carts,
      SMALL CHILDREN have gathered to stare. Also there is BARNES--
      he leans back, eyes closed, in a folding chair, with an RPG
      in his lap. One of the KIDS taps Barnes' leg and he jerks
      upright. He immediately trains his weapon on MARCUS, clearly
      nervous now that the terminator is conscious.
      
      MARCUS stares at Barnes, deadpan, for a beat.
      
                           MARCUS
                 Boo!
      
      
      INT.   OUTPOST/BARRACKS & COMMUNICATIONS AREA - DAY
      
      CLOSE ON X-RAYs of MARCUS' TORSO and LIMBS-- clearly
      mechanical gears, steel plating, hydraulics, etc.
      
                           JANE
                 Thermoplastic skin, some larger
                 hydraulics, but mostly titanium
                 microgears... This looks like some sort
                 of aeration and hydration system,
                 function unclear at this point. Valves
                 and what looks like an access panel
                 below the ribcage...
                                                            (CONTINUED)
      
                                                                       50.
      CONTINUED:
      
      WIDER, JANE holds up an X-ray of his SKULL, which shows
      almost nothing.
      
                             JANE (cont'd)
                   Eyes are polymer optics, very lifelike.
                   Lead shielding all around the skull,
                   presumably to protect the CPU.
      
      MATTRESSES have been piled to one side, we now see framed,
      cracked and yellowing POSTERS of MILITARY EQUIPMENT-- AIR
      FORCE JETS, ATLAS ROCKETS, etc. These are interspersed with
      crude CHILDREN'S DRAWINGS on the walls.
      
      BLAIR sits at a battered dining table, surrounded by angry
      outpost RESIDENTS, including JANE and MORRISON.
      
                             BLAIR
                   Whatever he is-- he's on our side--
      
                             MORRISON
                   How can he be?
      
                             BLAIR
                   He saved my life!
      
                             MORRISON
                   Winning your trust would aid his
                   infiltration.
      
      At the communications area by the TVs, LISA wears a HEADSET,
      speaking into a SHORTWAVE RADIO. She calls to the others:
      
                             LISA
                   Regional doesn't know what to do.
                   They're gonna patch us through to
                   Command Los Angeles.
      
      NANCY, an overwrought older WOMAN, gets in Blair's face,
      pointing at the X-rays.
      
                             NANCY
                   How could you bring this monster here?!
                   This is our home! Our children--
      
                             BLAIR
                   What do you want from me-- I didn't know!
      
      A KID runs into the room.
      
                                                             (CONTINUED)
      
                                                                   51.
      CONTINUED: (2)
      
                           KID
                 It's awake!
      
      
      INT.   OUTPOST/LAUNCH TUBE - DAY
      
      BLAIR is first to reach the edge of the silo, horrified at
      the sight of the dangling MARCUS. BARNES keeps the RPG
      trained on him, they shout over each other.
      
                           MARCUS
                 Get me the hell down from here!
      
                            BARNES
                 Shut up!   I told you to shut up!
      
                           BLAIR
                 Leave him alone!
                     (turning away from him)
                 Marcus, I'm so sorry...
      
      MORRISON and the OTHERS join them, eyes fixed on Marcus.
      
                           BARNES
                 It keeps talkin' at me. God this
                 thing gives me the creeps.
      
                           MARCUS
                 Why are you doing this?    What is
                 this place?
      
                           MORRISON
                 We're trying to--
      
                           NANCY
                     (over him)
                 Don't say anything!     It's probably
                 uplinked to Skynet.
      
      Morrison puts a hand on her arm.
      
                           MORRISON
                 Then it's already too late.
                     (to Marcus)
                 This used to be an ICBM silo, we're
                 just trying to stay alive here.
                 Your turn-- where'd you come from?
      
      
                                                         (CONTINUED)
      
                                                                         52.
      CONTINUED:
      
                             MARCUS
                   Corpus Christi. It's in Texas.     Or
                   it was.
      
                             BARNES
                       (AMAZED)
                   It sounds completely human... it
                   really could pass.
      
                             JANE
                   Didn't John Connor say they'd start
                   building things like this?
      
                             MORRISON
                   Not yet-- not for years.
                       (to Marcus)
                   So, you're programmed with false
                   memories, a human history--
      
                             MARCUS
                   What are you talking about?
      
                             MORRISON
                   You can skip the act, we know what
                   you are.
      
                             NANCY
                   Why are you even speaking to it?!
      
                             BARNES
                   She's right, let's just waste the
                   damn thing--
      
                             NANCY
                   It'll kill us all if we give it a
                   CHANCE--
      
      During the above, other KIDS and ADULTS IN BG AD LIB-- "Kill
      it," "Goddamn robot," etc.-- increasing mob anger, until--
      
                                MARCUS
                   I'm a man!
      
      His impassioned CRY silences the onlookers.       He speaks more
      quietly, desperately:
      
                             MARCUS (cont'd)
                   Even if I never been treated like
                   one.
                             (MORE)
                                                             (CONTINUED)
      
                                                                     53.
      CONTINUED: (2)
                           MARCUS (cont'd)
                 Year after year after year on death
                 row, I just wanted it to end! I
                 cut my own wrists. But they nursed
                 me back to health, `cause that
                 wouldn't be fair, they needed to
                 kill me themselves. For Chrissake,
                 you all want me dead so bad-- just
                 do it.
                     (a scream)
                 Do it!
      
      His CRY ECHOES through the silo. The CHILDREN cower behind
      the adults. BLAIR is genuinely moved by his plight.
      
      BARNES hefts the RPG, looks toward MORRISON-- "should I?"
      Morrison seems torn, about to give the order--
      
      LISA rushes in from the communications area, breathless,
      amazed by her own news:
      
                           LISA
                 Regional got through to CLA-- they
                 want us to rig a video feed.
                     (gesturing at Marcus)
                 He wants to see him.
      
                             MORRISON
                 Who does?
      
                           LISA
                 John Connor.
      
      They all seem astonished-- this has gone right to the top.
      
                                                        CUT TO:
      
      
      INT.   OUTPOST/COMMUNICATIONS AREA - DAY
      
      MARCUS sits impatiently in a wooden chair, facing a VIDEO
      CAMERA and a MICROPHONE. BARNES trains an RPG at his head
      while MORRISON finishes PADLOCKING HEAVY CHAINS to the BOLTS
      in Marcus' arms and legs-- these attach to a nearby STEEL
      POST. BLAIR stands nearby. LISA fumbles nervously with the
      TRANSMITTER, plugging in wires.
      
                           MARCUS
                 So this guy is what, like king of
                 the world, or what's left of it?
                                                        (CONTINUED)
      
                                                                      54.
      CONTINUED:
      
                             MORRISON
                   John Connor founded the Resistance.
                   When the war began, no one even
                   knew who the enemy was-- Connor
                   taught us how to fight back. He
                   saved humanity.
      
                             MARCUS
                   Yeah, well, humanity's never done
                   all that much for me. Why can't I
                   see him?
      
                             MORRISON
                   Nobody sees him. Skynet can't be
                   allowed to discover his location,
                   even his appearance is kept secret.
      
      LISA makes a connection, we hear CONNOR'S VOICE, the same one
      we heard on the car radio.
      
                             CONNOR'S VOICE
                   --hello-- standing by--
      
                             LISA
                   Sir, we can hear you, sir, working
                   on a visual, sir...
      
      
      INT.   COMMAND CENTER/CONFERENCE AREA - DAY
      
      MARCUS' FACE pops to life on a VIDEO MONITOR. We're in a
      Spartan, windowless space, it feels like it's underground.
      
                             CONNOR
                   Not what I expected...
      
      JOHN CONNOR leans INTO FRAME, studies the screen. He wears a
      dark sweater, nothing like a uniform. Connor is 40ish now,
      but looks older, prematurely grey, years of war have taken a
      toll. There's an ever-present sadness in his eyes.
      
                                                    INTERCUT WITH:
      
      
      INT.   OUTPOST/COMMUNICATIONS AREA - DAY
      
      MARCUS listens to the disembodied VOICE, unimpressed.    The
      OTHERS almost stand at attention.
      
                                                          (CONTINUED)
      
                                                                        55.
      CONTINUED:
      
                             CONNOR'S VOICE
                   It does seem lifelike-- is the face
                   able to mimic emotions--?
      
      MARCUS rolls his eyes, makes an angry FACE at the CAMERA.
      
                             MARCUS
                   This shit is ridiculous. What the
                   hell do you want from me?
      
                             CONNOR
                       (STUNNED)
                   I-- I need to know what you are.
      
                             MARCUS
                   So do I! I don't know what I am, what
                   I'm doing here, I don't know shit--
                   maybe I never did, but-- I'm sick of it!
                   Just blow my head off or let me go.
      
                             CONNOR
                   This isn't right. I can't be
                   having a conversation with a
                   terminator, Skynet isn't that
                   sophisticated yet. Unless... were
                   you sent here from the future?
      
                             MARCUS
                       (very confused)
                   What?
      
                             CONNOR
                   Skynet's developing a time
                   displacement field, we've decrypted
                   recent data transmissions.
                       (SADLY)
                   I know for a fact that soon machines
                   will be travelling back decades. To
                   try and stop us from winning this war
                   before it begins...
      
      Marcus takes this in for a sober moment.
      
                             MARCUS
                   You're out of your mind, aren't you?
      
      This earns outraged glares from the others, but Blair stifles
      a smile. Barnes moves to strike him, Morrison stops him.
      
                                                              (CONTINUED)
      
                                                                     56.
      CONTINUED: (2)
      
                           CONNOR'S VOICE
                 Jesus... I've seen enough. Stand
                 by for further instructions.
      
      The CONNECTION goes dead.
      
      
      INT.   COMMAND CENTER/CONFERENCE AREA - DAY
      
      Densely marked MAPS on a CONFERENCE TABLE. CONNOR is now
      flanked by a couple of SENIOR ADVISORS, older military men--
      along with KATE BREWSTER, late 30s, now his wife-- and
      visibly PREGNANT. She's poring over FAXES of the X-RAY
      IMAGES. (Like Connor, all military personnel here favor
      casual dress, at most pins or patches to indicate rank.)
      
                           KATE
                 He's not a cyborg-- no blood, no
                 human tissue over the endoskeleton.
      
                           CONNOR
                 Besides, the first T-800s won't be
                 manufactured until `26.
      
                           ADVISOR #1
                 Maybe he's a one-off, an experiment.
      
                           ADVISOR #2
                 Let's hope. If there are more out there
                 like him, we're in serious trouble.
                 Christ, a terminator with attitude...
      
                           KATE
                 Where did they find him?
      
                           ADVISOR #1
                 East-central Texas, near an area of
                 heavy Skynet concentration. The
                 outpost where they're holding him is
                 reasonably secure, but it's not much
                 more than a commune.
      
                           CONNOR
                 I want him extracted.
      
                            ADVISOR #1
                 Done.   What then?
      
      CONNOR picks up the FAXES, disturbed by them.
                                                           (CONTINUED)
      
                                                                      57.
      CONTINUED:
      
                             CONNOR
                   Get him to our best people for
                   disassembly, find out what makes him
                   tick. We need to get into that metal
                   skull, crack his CPU at all costs.
      
      THE ADVISORS nod, pick up their papers and exit. As soon as
      they're gone, Connor sits wearily in a chair, tosses the X-
      rays and papers onto the table, his authoritative mask
      slipping. Kate touches his arm. He leans his head against
      her pregnant belly.
      
                             CONNOR (cont'd)
                   Kate, why did I become leader of
                   the Resistance?
      
                             KATE
                   Because people trust you... you
                   give them faith--
      
                             CONNOR
                   No. Because I knew I would be, I
                   was told. I know when and where the
                   major battles are going to take
                   place. I know I'm going to send my
                   own father back through time to save
                   my mother-- even though I haven't
                   met him yet. Christ, I even know
                   the year I'm going to die...
      
                             KATE
                   JOHN--
      
                             CONNOR
                   So how could I not know about this?!
      
      He BANGS HIS FIST on the table atop the PAPERS.
      
                                                          CUT TO:
      
      
      INT.   OUTPOST/CORRIDOR & LAUNCH TUBE - DAY
      
      MARCUS is marched down the corridor to the launch tube,
      Frankenstein-like, MORRISON holding the chains, keeping a
      safe distance from him, while BARNES keeps the RPG trained at
      Marcus' head.
      
      
                                                          (CONTINUED)
      
                                                                        58.
      CONTINUED:
      
      Marcus shuffles awkwardly, the bolts hampering his ankles.
      It's reminiscent of his death walk at film's opening.
      
                             MARCUS
                   Feels like I been here before...
                   what are you gonna do to me?
      
                             MORRISON
                   Nothing. Los Angeles is sending a
                   chopper-- seems you're some kind of VIP.
      
      They reach the edge of the SILO PIT-- a long drop, smooth
      walls, a long METAL LADDER leading down into darkness.
      MARCUS pauses by the ladder, holds up his bolted arms
      questioningly-- "now what?"
      
      At a look from Morrison, he and Barnes BODY-CHECK MARCUS at
      once, sending him flying over the edge--
      
      MARCUS FALLS the thirty feet or so, strikes the concrete
      FLOOR of the launch tube with a sickening THUD, the CHAINS
      clattering down around him.
      
      MARCUS is stunned, barely conscious as the LADDER is PULLED
      UPWARD. It's like the bottom of a well, twenty feet in
      diameter, sheer concrete walls, the floor BLACKENED from a
      rocket blast.
      
      ANGLE UP - his captors look down at him for a moment, then
      move out of view.
      
                                                              CUT TO:
      
      
      INT.   TRANSPORT - NIGHT
      
      CAMERA MOVES past the PRISONERS, a couple dozen total... An
      HISPANIC COUPLE huddle against one wall, whispering to each
      other IN SPANISH... COW rocks in despair, head in her hands,
      BULL and PIG mutter to each other nearby... an OLDER WOMAN
      prays, going through rosary beads... FIND STAR and KYLE.
      She's watching as KYLE uses his pocket knife to CARVE an
      image in the wall of the transport. He looks up.
      
                             KYLE
                   We're stopping.
      
      
      
                                                              (CONTINUED)
      
                                                                       59.
      CONTINUED:
      
      The BACK PANEL rolls upward. CONTROL ROBOTS-- reminiscent of
      the treaded T-1s but without the heavy weaponry-- flank a
      path from the rear of the transport towards BRIGHT LIGHT up a
      RAMP a short distance away.
      
      THE PRISONERS instinctively move away from the robots, moving
      to the front of the container... until ZZZAP! BLUE ENERGY
      crackles across the floor. THE PRISONERS CRY OUT in pain at
      the electrified surface, and dash toward the opening at the
      rear, leaping out of the container.
      
      LOW ANGLE, as the prisoners run by, we hold a moment on
      Kyle's graffiti-- it's the STICK FIGURE IMAGES of KYLE and
      STAR we saw before, they both hold hands with a LARGER STICK
      FIGURE who stands between them, meant to be MARCUS.
      
      
      INT.   UNDERGROUND GARAGE - NIGHT
      
      THE CONTAINER has stopped in a large subterranean space.
      There are numerous FUTURISTIC VEHICLES here-- hydrogen CARS,
      three-wheeled ATVs, electric BUSES. CONTROL `BOTS closest to
      the container start to close in on the huddling PRISONERS.
      
      A ROBOT BUMPS into BULL, sending another JOLT OF ELECTRICITY
      through his body, like a cattle prod. Everyone gets the
      picture, starts hurrying down the line, the ROBOTS closing
      around them.
      
      COW looks around nervously, clearly freaking out.   Spotting a
      gap between the robots, she bolts--
      
      --a ROBOT SWIVELS and CUTS HER DOWN with an ENERGY BLAST.
      She lies still, SMOKE rising from her body.
      
      The other PRISONERS pick up the pace.
      
                             STAR
                   I'm scared.
      
                             KYLE
                       (hugging her)
                   Whatever happens, we stick together.
      
      The LIGHT emanates from FROSTED WINDOWS at the top of the
      RAMP, through which we make out the SILHOUETTES of human
      figures.
      
      
                                                          (CONTINUED)
      
                                                                      60.
      CONTINUED:
      
      GLASS DOORS part ahead of the prisoners-- a stark white,
      sterile environment beyond. THE ROBOTS stop here. THE
      PRISONERS disappear inside... and the DOORS CLOSE.
      
                                                           CUT TO:
      
      
      INT.   OUTPOST/LAUNCH TUBE - NIGHT
      
      BARNES remains on guard duty with the RPG, propped up on some
      cushions, a LANTERN by his side-- it's pretty late, the
      generator's shut down. He's reading an old, yellowed COMIC
      BOOK, he has a small stack at his side.
      
      MARCUS' VOICE echoes up from below, startling him.
      
                              MARCUS
                   Hello? Anyone there?
                       (BEAT)
                   I'm thirsty.
      
                             BARNES
                       (SNICKERING)
                   Want some motor oil?
      
                             MARCUS
                   I need water.
      
                               BARNES
                   Bullshit.    Machines don't drink.
      
                             MARCUS
                   Please, I'm--
      
                             BARNES
                   Shut up, robot!
      
      BARNES returns to his reading. He reacts to FOOTSTEPS from
      the long corridor into the living area behind him.
      
      BLAIR approaches with a FLASHLIGHT, her manner conciliatory.
      
                             BLAIR
                   How's it going, Barnes? Thought
                   you might like a late-night snack.
      
      She pulls a crumpled plastic PACKAGE out of a pocket of her
      flight suit-- ancient Hostess snack cakes. BARNES' eyes
      light up as he puts the RPG aside and grabs it.
                                                           (CONTINUED)
      
                                                                        61.
      CONTINUED:
      
                             BARNES
                   Where in hell'd you get these?
      
                             BLAIR
                   We got a stash back at the base.
      
      BARNES tears open the package hungrily, takes a bite.       He
      grins, but as he chews, his expression darkens.
      
                             BARNES
                   Kinda stale.
      
                             BLAIR
                   You need something to wash it down.
      
      From another pocket, she produces a plastic water bottle
      filled with a murky gray liquid.
      
                             BARNES
                   I'm on duty, you know.
      
      So saying, he takes the bottle, unscrews the cap and takes a
      long pull. It's powerful hootch, he gasps for air, passes
      her the bottle as she sits beside him. She doesn't drink.
      
                             BARNES (cont'd)
                   Twinkies and moonshine. You trying
                   to seduce me again?
      
                             BLAIR
                   You know I always liked you, Barnes.   I
                   just didn't want to join the harem.
      
                             BARNES
                   What can I say? It's our duty to
                   repopulate the planet.
      
                             BLAIR
                   Noble of you to make the sacrifice.
      
                             BARNES
                   C'mere.
      
      He pulls her close to him for a kiss. After a moment, she
      pulls away and moves to the corridor entrance. There's a
      large SLIDING STEEL DOOR here.
      
                             BLAIR
                   I prefer a little privacy.
                                                              (CONTINUED)
      
                                                                      62.
      CONTINUED: (2)
      
      With some effort, she pulls the door CLOSED. BARNES rises
      with a grin, undoing his shirt, coming close to her. He's
      already unsteady on his feet.
      
                          BARNES
                You're so twentieth century...
      
      He puts his arms around her for a full body embrace--
      
                          BARNES (cont'd)
                Admit it, I'm the best you ever had...
      
      His words are slurring. He slides to the floor, slowly
      losing his grip. He rolls onto his back with a drugged-out
      expression of bliss on his unconscious face.
      
                           BLAIR
                Men.   You're all talk.
      
      IN THE BOTTOM OF THE PIT
      
      MARCUS leans against the wall in the dark, rolls out of the
      way as the LADDER drops. BLAIR descends quickly, the
      FLASHLIGHT in her belt, a battery BLADE SAW in one hand. She
      sets the flashlight on the ground and moves to his side--
      
                          BLAIR (cont'd)
                I used up the last of my Valium for
                you... Hold out your arms.
      
      He does, she fires up the SAW, moves it carefully to the bolt
      joining his forearms. SPARKS fly from the BUZZING BLADE as
      it digs into the metal-- it's going to take some time.
      
                          MARCUS
                Why are you doing this?
      
                          BLAIR
                I don't believe you're a terminator.
      
                          MARCUS
                So what am I...?
      
                          BLAIR
                Whatever you are-- I owe you one.
                Once you're free, I'll lie down
                next to Barnes-- they'll assume you
                escaped while we were passed out--
      
                                                         (CONTINUED)
      
                                                                      63.
      CONTINUED: (3)
      
                           MARCUS
                 You think they'll buy that?
      
                           BLAIR
                 Worth a shot.
                     (looking at him)
                 Marcus, Command wants to take you
                 apart, cut open your head. One
                 thing I know, you're alive-- and
                 you've got a right to live.
      
      THE BUZZING SAW BLADE sound-bridges to:
      
      
      EXT.   FOREST CLEARING - NIGHT
      
      THE WHIR OF CHOPPER BLADES. A SPOTLIGHT shines over the low
      growth in the minefield as a BLACKHAWK HELICOPTER circles,
      coming in for a landing. WEAPONS RACKS are jury-rigged
      beside the spotlight, the chopper bristles with AUTOMATED
      CANNONS, MISSILES and NAPALM TANKS.
      
      THE SPOTLIGHT picks out the CONCRETE and STEEL CAP of the
      LAUNCH TUBE.
      
      
      INT.   OUTPOST/LAUNCH TUBE - NIGHT
      
      THE SAW finishes cutting the BOLT between Marcus' legs; his
      arms are already free. The BUZZING cuts out, but now they
      hear the CHOPPER LANDING directly overhead.
      
                           BLAIR
                 They're already here for you--
      
      MARCUS slides the BOLTS out of his legs, freeing himself from
      the chains.
      
                           BLAIR (cont'd)
                 Hide in the forest, then aim west
                 for open country--
      
                           MARCUS
                 I'm heading across the river.
      
                           BLAIR
                 No human being can survive there--
      
      
                                                        (CONTINUED)
      
                                                                       64.
      CONTINUED:
      
                             MARCUS
                   I'm not human, remember?
      
                             BLAIR
                   You're gonna try and save those kids.
      
                             MARCUS
                   It's the only thing I can think of
                   that makes any sense...
      
                             BLAIR
                   Marcus, for all you know, they're
                   dead already--
      
                             MARCUS
                   For all I know, they're the reason
                   I'm back from the dead.
      
      BLAIR studies him a moment, no changing his mind. But she
      admires him. She starts up the ladder, MARCUS following.
      
      BARNES is still passed out as BLAIR and MARCUS ascend to the
      platform around the pit. They move to the sliding door--
      
      BLAIR starts to open it, but sees a LIGHT and hears VOICES
      and FOOTSTEPS at the far end, SLIDES IT SHUT again.
      
                             BLAIR
                   Damn it, we're too late--
      
                             MARCUS
                   Where's that go?
      
      MARCUS points to a LARGE VENTILATION FAN behind STEEL
      GRATING, eight feet above them, on the far side of the pit.
      It's not running, but there's no way to get through it.
      
                             BLAIR
                   Should lead out, but there's no way
                   past the fan--
      
      MARCUS is already picking up the RPG-- but he points it
      backwards, has no idea how to shoot it--
      
      BLAIR grins, grabs the RPG from him-- then braces herself,
      takes aim and FIRES--
      
      KABOOM!   The EXPLOSION rips OPEN the GRATE, destroys the FAN.
      
                                                                        65.
      
      
      INT.   OUTPOST/CORRIDOR - NIGHT
      
      MORRISON escorts a pair of powerful UNIFORMED SOLDIERS armed
      with HIGH-TECH RIFLES with explosive shells-- they react to
      the EXPLOSION beyond the closed door-- and break into a run,
      the soldiers readying their weapons.
      
      
      INT.   OUTPOST/LAUNCH TUBE - NIGHT
      
      MARCUS and BLAIR have moved around the narrow walkway to the
      far end of the pit, beneath the SMOKING HOLE. Blair thinks
      of something, pulls a small DEVICE from her flight suit, the
      size of a pack of cigarettes, holds it toward Marcus.
      
                           BLAIR
                 Here. My ELT-- emergency locator
                 transmitter. If you find the camp,
                 activate it like this. It could
                 really help the Resistance.
      
      She indicates a button.     MARCUS takes the device--
      
      --then grabs her, KISSES HER hard on the mouth-- she's
      startled-- it felt very human.
      
                              MARCUS
                 Thank you.
      
      MARCUS grabs the sharp, still smoking STEEL projecting from
      the hole and pulls himself upward as--
      
      THE DOOR SLIDES OPEN and the SOLDIERS open FIRE at MARCUS--
      
      BLAIR hits the deck as EXPLOSIVE SHELLS tear HOLES in the
      CONCRETE--
      
      --SHRAPNEL hits MARCUS in the back, he's thrown into the
      ventilation shaft--
      
      
      INT.   VENTILATION SHAFT - NIGHT
      
      MARCUS has a CHUNK OF REBAR lodged in his left SHOULDER, but
      he doesn't even notice this yet. He picks himself up and
      moves quickly in the darkness, crouching in this cramped
      tube. There's a TURN up ahead, he just makes it as--
      
      An EXPLOSIVE SHELL rockets through the shaft behind him--
                                                              (CONTINUED)
      
                                                                      66.
      CONTINUED:
      
      BOOM! THE BLAST TEARS through the metal tube, DIRT POURS IN,
      blocking the tunnel from his pursuers.
      
      
      EXT.   FOREST CLEARING - NIGHT
      
      Near the edge of the clearing, a low STEEL VENT with a peaked
      CAP. DENTS appear in it from within--
      
      MARCUS finally PUNCHES his way out, pulls himself up and
      rolls onto the dirt-- for a moment he seems safe, laying low
      in the grass. Then--
      
      --he registers the REBAR in his shoulder. It goes right
      through him, emerging from his chest. Marcus is stunned.
      With some effort, he YANKS OUT the REBAR and tosses it aside.
      TORN METAL of his steel endoskeleton is now exposed, along
      with a glimpse of circuitry. Marcus reels, puts a hand over
      the hole in his chest where a heart should be; he really
      isn't human. He doesn't have much time to deal with this as--
      
      --THE CHOPPER emerges from behind the treeline, the SPOTLIGHT
      picks him out and AUTOMATIC FIRE erupts--
      
      MARCUS runs a few yards and throws himself to the ground as--
      
      GUNFIRE STRAFES around and ahead of him-- setting off several
      MINES which send up clouds of dirt.
      
      MARCUS picks himself up and runs for the trees, leaping over
      the barbed wire.
      
      
      EXT.   FOREST - NIGHT
      
      MORE GUNFIRE rips apart the trees around Marcus as he sprints
      and weaves, making his way toward the river. The SPOTLIGHT
      picks him up and loses him again-- it's tough for the chopper
      to get a clear shot at him here.
      
      
      EXT.   RIVERBANK - NIGHT
      
      MARCUS has reached the edge of the trees, he can see the
      river just beyond. He starts to move for it, when--
      
      --FWOOM! The forest around him ERUPTS INTO FLAME, the
      chopper has laid NAPALM along the river's edge.
      
                                                        (CONTINUED)
      
                                                                      67.
      CONTINUED:
      
      MARCUS reels from the intense heat, bats out FLAMES on his
      clothes, but his skin remains undamaged. Realizing he can
      keep on moving--
      
      --MARCUS DASHES through the dense FIRE to--
      
      
      EXT.   RIVER - DAWN
      
      --the RIVER, where the sky is just starting to LIGHTEN.
      MARCUS SPLASHES into the shallows, extinguishing the FLAMES.
      He fills his hands with water and sucks it down gratefully.
      
      ANGLE ON THE WATER - A GLIMMER of METAL below the surface,
      heading for the source of the splashing. Suddenly--
      
      --the BLACKHAWK CHOPPER drops down directly in front of
      Marcus, hovering a few feet above the water, the GUNNER
      pointing his weapon directly at Marcus (he's one of the two
      soldiers we saw before). The BLADE WASH swirls the water in
      a whirlpool and beats back the FIRE behind Marcus. As the
      GUNNER OPENS FIRE--
      
      --MARCUS DIVES below the surface, BULLETS ZINGING through the
      murky water.
      
      UNDERWATER - MARCUS is winged by a couple of shots, his
      thermoplastic flesh getting torn apart--
      
      WITH THE GUNNER - He pauses a moment, squinting into the
      WATER for a glimpse of Marcus, but failing to register that--
      
      --BELOW THE CHOPPER, right beneath him, the WATER ROILS as if
      teeming with piranha. Suddenly--
      
      --HYDROBOTS ERUPT from the RIVER with a hideous BUZZING
      SOUND. Hydrobots resemble segmented serpents, eyeless, but
      with razor-sharp heads that DRILL into their victims-- they
      respond to sound and vibrations. About a dozen of these four-
      foot long, glistening steel snakes shoot from the water to
      attack the chopper.
      
      INSIDE THE CHOPPER - HYDROBOTS PIERCE the aluminum FLOOR, and
      shoot into the cabin, the PILOT and the two SOLDIERS CRY OUT.
      
      The GUNNER tumbles out of the chopper and FALLS in the water.
      
      THE PILOT attempts to maintain control, but the hydraulics
      are damaged and the steel serpents thrash about in the cabin.
                                                        (CONTINUED)
      
                                                                      68.
      CONTINUED:
      
      THE GUNNER surfaces, trying frantically to swim to shore.
      But the hydrobots are upon him, he SHRIEKS and disappears
      beneath the bubbling surface, which now boils with BLOOD.
      
      IN THE CHOPPER - A WHIRRING HYDROBOT penetrates the other
      soldier's leg. He SCREAMS and wrenches the thing back out,
      tossing it from the chopper just before--
      
      --THE CHOPPER CRASHES INTO THE SHALLOWS.
      
      THE PILOT leaps from the cabin and makes it to shore, where
      he collapses. But the remaining, wounded SOLDIER can't get
      out of the hip-deep water before the HYDROBOTS are upon him.
      
      Suddenly, HANDS BURST from the water, grabbing the soldier.
      A second later, MARCUS SURFACES, slinging the man over his
      shoulder. He strides to shore, as if rescuing the man from
      enemy fire, hydrobots thrashing and bubbling at his waist.
      
      MARCUS reaches the amazed pilot, lays the wounded soldier
      down beside him, then tears a whirring, writhing HYDROBOT
      from the soldier's belly and WHIPS its head against a ROCK--
      it SPARKS, micro-machine parts fly. The pilot and wounded
      soldier stare at him, astonished.
      
                             MARCUS
                   Don't mention it.
      
      He tosses the dead robo-snake aside, then turns and moves
      back into the water, quickly vanishing below the surface.
      
      UNDERWATER - MARCUS moves steadily across the silty river
      bottom. He doesn't need air. HYDROBOTS come at him, he
      swats them away as if they were mosquitoes, CRUSHING in his
      hand those that linger too long. Those which make contact
      with his artificial skin can't get far, turn and swim off.
      
      
      EXT.   FAR RIVERBANK - DAY
      
      MARCUS emerges, the FLAMES still visible on the other side of
      the river, behind him. He doesn't look back, as he moves
      into Skynet turf. This side of the river isn't wooded,
      everything has a concrete, industrial feel. Marcus is a
      mess, both clothing and skin are shredded and charred.
      
      He nearly bumps into a SKELETAL STEEL TERMINATOR, which
      emerges from behind a concrete wall. The terminator trains
      its PLASMA RIFLE on MARCUS, scans him, RED EYES glowing...
                                                        (CONTINUED)
      
                                                                     69.
      CONTINUED:
      
      TERMINATOR'S POV - RED FILTER, MARCUS' FORM is TARGETED.
      READ-OUTS on the side, the HIGHLIGHTED WORDS "NON-ORGANIC -
      DO NOT TERMINATE."
      
      THE TERMINATOR turns from MARCUS, no longer interested,
      moving off on its preprogrammed patrol.
      
      MARCUS moves up a sloping, CONCRETE EMBANKMENT.   At the top
      of the rise, he sees, spread out before him--
      
      
      EXT.   SKYNET TERRITORY - DAY
      
      --a hideous industrial sprawl, OPEN GAS FLAMES, SMOKING
      FACTORIES, rumbling VEHICLES, H-Ks, TERMINATOR TROOPS on
      patrol. Nothing green, a GREY HAZE hangs over the landscape.
      
      After a moment, MARCUS shakes his head and gamely soldiers
      on, moving along the edge of the elevated embankment.
      
      
      EXT.   SKYNET PERIPHERY - DAY
      
      MARCUS moves past banks of ANTI-AIRCRAFT guns and MISSILE
      LAUNCHERS, interspersed with slowly rotating RADAR TRACKING
      DISHES-- the first line of defense. From this fortress-like
      wall he descends into the nightmarish environment beyond.
      
      MARCUS reacts to a CAWING SOUND above, looks up to see--
      
      --A CROW perching on an overhead WIRE.   A second later--
      
      ZAP! A BLUE PLASMA PULSE blasts the thing to smithereens, a
      few BLACK FEATHERS drift down as--
      
      --a T-400 (same mask-like face we saw earlier) lowers its
      plasma weapon and strolls on. Target practice.
      
      MARCUS stays out of the way of the TERMINATOR LEGIONS
      patrolling near the riverside.
      
      
      EXT.   DEMOLITION SITE - DAY
      
      MARCUS heads inland, past the ruins of a CHURCH-- WALLS with
      the remains of stained glass WINDOWS, STATUES OF SAINTS.
      Hearing RUMBLING NOISES, Marcus hurries out of the way as--
      
      
                                                         (CONTINUED)
      
                                                                      70.
      CONTINUED:
      
      A WALL collapses, pushed down by an automated SKYNET
      BULLDOZER. This gigantic, self-operated construction machine
      has a swivelling CAMERA HEAD instead of a cab. Its giant
      TREADS roll over the STONE STATUES, crushing them to dust.
      
      
      EXT.   CONSTRUCTION SITE - DAY
      
      MARCUS keeps moving into Skynet's turf. The demolition gives
      way to massive CONSTRUCTION, as the robots remake the human
      world in their own image.
      
      CONSTRUCTION ROBOTS erect a low-slung STEEL FRAME structure,
      automated CRANES and SUPPLY TRUCKS about. These robots are
      oversized versions of the steel terminators we know, but with
      multiple limbs bearing WELDING TOOLS, and TREADS instead of
      legs. Marcus watches as BEAMS are quickly welded into place
      by telescoping steel arms.
      
      
      EXT.   SKYNET STREET - DAY
      
      MARCUS continues into the completed robot city. Skynet's
      ARCHITECTURE is featureless, bland, purely practical: single-
      story, windowless CONCRETE or STEEL structures with massive
      open DOORWAYS to accommodate their largest machines. A RED
      GLOW emanates from the interiors, the robots' preferred
      lighting scheme. No sidewalks or signs, just thick GRIDS of
      POWER LINES and PIPES overhead. Constant NOISE of BUZZING
      POWER, RATTLING MACHINES, etc.
      
      MARCUS steps inside one of these buildings--
      
      
      INT.   TERMINATOR FACTORY - DAY
      
      This TERMINATOR ASSEMBLY PLANT is an intricate, multi-leveled
      clockwork maze of moving CONVEYORS and INDUSTRIAL ROBOTICS.
      
      ELECTRONICS and HYDRAULICS are ROBOTICALLY SOLDERED in place.
      STEEL PRESSES stamp out TERMINATOR PARTS-- TORSOS, FACE
      PLATES, SPINAL COLUMNS, LIMBS.
      
      Partially-completed PARTS are moved by CONVEYOR to ASSEMBLY
      STATIONS, where LIMBS and HEADS are JOINED to TORSOS,
      elaborate OPERATIONS carried out by INDUSTRIAL ROBOTS, like
      the ones in present-day factories.
      
      
                                                        (CONTINUED)
      
                                                                      71.
      CONTINUED:
      
      SYNTHETIC SKIN is SPRAYED OVER a METAL ENDOSKELETON in
      precise amounts, building up to create human features... this
      is a T-400.
      
      An INDUSTRIAL ROBOT ARM picks up a CPU from a DRY-ICE
      CONTAINER. The CPU features the distinctive, linked
      rectangles familiar from the earlier films. The arm lifts
      this gingerly to a TERMINATOR SKELETON and INSERTS IT into
      the STEEL SKULL, SCREWING A SEAL over the hole.
      
      THE RED EYES flicker to life, and THE ARMATURE releases the
      TERMINATOR, which moves away under its own power. It removes
      a PLASMA WEAPON from a WALL RACK, moving past--
      
      --the dumbfounded MARCUS.
      
      THE TERMINATOR joins a dozen identical robots, who ride on a
      treaded SKYNET TANK with a PLASMA CANNON and FLAMETHROWER.
      There are numerous TANKS here, awaiting deployment.
      
      
      EXT.   SKYNET STREET - DAY
      
      Rounding a corner on a straight, narrow street, MARCUS sees
      all the ROBOTS and SMALL VEHICLES clearing into small NICHES
      built into the walls on either side, as if clearing a path
      for him. It takes him a moment to realize it's not him
      they're responding to-- a RUMBLE BUILDS...
      
      A convoy of GIGANTIC SKYNET TRUCKS-- a half-dozen modified
      SEMIS now driven by CPUS-- bear down on MARCUS at extremely
      high speed. They carry construction supplies: massive STEEL
      BEAMS, CONCRETE PIPES, etc. And there's barely inches of
      clearance on either side.
      
      These things aren't slowing down. There's nowhere for Marcus
      to duck out of the way. He has no choice but to RUN, as fast
      as he can, the lead vehicle gaining on him rapidly.
      
      MARCUS THROWS HIMSELF to the concrete in the middle of the
      street, pressing his body flat as the LEAD TRUCK passes over
      him, the wheels missing him by inches.
      
      But he has only a moment's respite. THE NEXT TRUCK has a
      lower undercarriage, a steel CROSSMEMBER catches his back--
      
      --and DRAGS MARCUS beneath the vehicle, ripping off chunks of
      flesh.
      
                                                        (CONTINUED)
      
                                                                           72.
      CONTINUED:
      
      Marcus CRIES OUT, crawls ahead and clings to a forward
      portion of the undercarriage, keeping himself just above the
      pavement. His LEFT LEG, twisted and damaged, still drags on
      the asphalt, throwing up SPARKS.
      
      OVERHEAD ANGLE ON THE TRUCK - CAMERA PULLS BACK straight
      above the MOVING VEHICLE, amidst the convoy speeding down
      this sunken artery. CAMERA KEEPS MOVING UPWARD to reveal an
      AERIAL VIEW of Skynet's city. Seen from above, the
      rectilinear STRUCTURES, criss-crossing POWER LINES and
      SPEEDING VEHICLES strongly resemble a PULSING CIRCUIT BOARD.
      
                                                           CUT TO:
      
      
      INT.   COMMAND CENTER/CORRIDOR - DAY
      
      JOHN CONNOR moves grimly down a narrow, steel passageway,
      FOOTSTEPS ECHOING. He reaches the MP, outside the door.
      
                             CONNOR
                   I need to talk to the prisoner.
      
      The MP looks a little surprised, but says nothing.    He undoes
      the LATCH on the door and opens it for Connor.
      
      
      INT.   COMMAND CENTER/INTERROGATION CELL - DAY
      
      A bare, windowless space with only a cot, a metal chair and a
      bedpan. BLAIR looks up, bleary-eyed, exhausted and scared.
      CONNOR gestures for the MP to close the door behind him.
      
                             CONNOR
                   Lieutenant Williams. I'm sorry
                   about the way you've been treated,
                   but we're forced to take every
                   precaution. I'm John Connor.
      
      Blair's mighty impressed, in spite of the circumstances.       She
      leaps to her feet, stands at attention and salutes.
      
                              BLAIR
                   Sir.
      
                              CONNOR
                   At ease.   Please, sit.
      
      
                                                           (CONTINUED)
      
                                                                     73.
      CONTINUED:
      
      CONNOR pulls up the chair, close to Blair, who sits on the
      bed. His tone is careful, controlled.
      
                              CONNOR (cont'd)
                   I've gone over your record,
                   lieutenant. You're a good soldier,
                   flown a lot of missions...
                       (BEAT)
                   Why in God's name would you help a
                   terminator escape?
      
                             BLAIR
                   Sir-- he isn't a terminator.     He's
                   human.
      
                              CONNOR
                   We know he's crossed into Skynet
                   territory, why would he do that if
                   he isn't--
      
                             BLAIR
                   He's trying to find his friends.
      
                             CONNOR
                   What friends?
      
                             BLAIR
                   A couple of kids. They were taken
                   in a Skynet transport, probably to
                   some kind of prison camp-- he said
                   their names were Star and Kyle.
      
      Connor blinks at this, alert.
      
                                CONNOR
                   Kyle.
      
      Blair picks up on his interest, but doesn't understand it.
      
                             BLAIR
                   Mm... Kyle something.    With an `R.'
      
                                CONNOR
                   Reese.
      
                                BLAIR
                   That's it.     How did you...?
      
      
                                                           (CONTINUED)
      
                                                                      74.
      CONTINUED: (2)
      
      CONNOR is already on his feet, BANGING on the door-- the MP
      unlatches it to let him out--
      
      
      INT.   COMMAND CENTER/CORRIDOR - DAY
      
      Partway down the hallway, CONNOR encounters KATE, who walks
      with him, takes in his expression.
      
                           KATE
                 What is it, John?
      
                           CONNOR
                 I always knew I'd have to find him
                 someday. I just didn't know how.
      
                            KATE
                 What?   Find who?
      
                              CONNOR
                 My father.
      
                                                        CUT TO:
      
      
      INT.   LABORATORY - DAY
      
      START CLOSE on KYLE'S HAND, clutching STAR'S tightly.   We
      hear them SINGING faintly, together:
      
                           KYLE AND STAR
                 Twinkle, twinkle, little star...
      
      WIDER, their heads, feet and chests are clamped onto SLIDING
      TRAYS, a long row of these hold OTHER PRISONERS as well.
      Kyle and Star must reach across a gap between the trays to
      hold hands. (It's the first time we've seen her hatless.)
      
      The trays are all poised before panel-covered SEMI-CIRCULAR
      OPENINGS built into the wall, in a sterile, hospital-like
      environment. Above each opening is a MONITOR SCREEN. An
      ominous HUM is building.
      
      IN AN ADJACENT OPERATING THEATER, visible through GLASS
      WALLS, MEDICAL LASERS mounted on ROBOTIC ARMS work on
      anesthetized patients (we needn't see the grisly details).
      
      BEHIND STAR and KYLE, the PANELS OPEN, the trays slowly SLIDE
      into the OPENINGS. SCREAMS and SOBS from other prisoners.
                                                        (CONTINUED)
      
                                                                        75.
      CONTINUED:
      
                             STAR
                   Oh no, oh no...
      
                             KYLE
                   Shh, keep singing.
      
      Kyle and Star hold hands for as long as possible, then
      release their grip as their bodies enter the chambers and the
      panels slide shut.
      
      
      INT.   STAR'S TESTING CHAMBER - DAY
      
      Immobilized in this small, tubular chamber, like an MRI, STAR
      closes her eyes as she's bathed in BRIGHT LIGHT, LASER GRIDS
      projecting over her skull. The HUMMING is LOUDER.
      
                             STAR
                   Up above the world so high, like a
                   diamond in the sky...
      
      
      INT.   KYLE'S TESTING CHAMBER - DAY
      
      The same thing is happening to Kyle.    He's no longer singing.
      
                             KYLE
                   Stop it stop it STOP IT!
      
                                                          CUT TO:
      
      
      EXT.   SKYNET HIGHWAY - DAY
      
      WITH MARCUS beneath the truck. He's moved to the edge of the
      chassis, near a WHEEL, moving slowly, carefully. There's a
      bit more clearance at the sides of the sunken highway now,
      but they're still moving awfully fast.
      
      THE WHEEL TURNS, the vehicle suddenly SLOWS to negotiate a
      turn, braking downhill. Marcus seizes this opportunity.
      
      ANOTHER ANGLE as MARCUS LAUNCHES himself from below the
      vehicle, rolling into the GAP between the convoy and the
      concrete wall. The remaining vehicles RUMBLE PAST, as MARCUS
      presses himself against the wall.
      
      
      
                                                          (CONTINUED)
      
                                                                          76.
      CONTINUED:
      
      When they're gone, he gets to his feet, limping down the
      highway on foot for a short distance, dragging his damaged
      leg behind him. He hears ANOTHER CONVOY approaching.
      
      Just in time, he finds a SEAM in the poured concrete, it's
      enough to give him purchase-- he struggles to climb up the
      eight feet of freeway wall.
      
      MARCUS makes it over the top, TRUCKS RUMBLING past below.
      This is desolate, hilly country.
      
      ANGLE DOWN - among the vehicles below is a CONTAINER, like
      the one that held Kyle and Star. We glimpse the anguished
      FACES and REACHING HANDS of CAPTIVES within.
      
      MARCUS reacts, moves as fast as he can alongside the trucks
      for a short distance until--
      
      THE VEHICLES shoot ahead around a curve and out of sight.      In
      the distance is a COMPLEX OF BUILDINGS, clearly the
      destination.
      
      Marcus begins moving along the edge of the freeway, heading
      for the complex. He reaches the edge of a plateau, looks
      down, his expression changing. This is the last thing he
      expected to see. CAMERA MOVES to reveal--
      
      
      EXT.   COASTAL VALLEY - DAY
      
      --a panoramic view of a GORGEOUS COASTAL COMMUNITY. The
      place is lush, green, with well-maintained, lovely HOMES in
      the distance, a BLUE SEA beyond. The complex of buildings
      stands a few miles away, at the far end of the valley.
      
      MARCUS, amazed, limps down a gentle slope leading to this
      seeming paradise.
      
      
      EXT.   GOLF COURSE - DAY
      
      MARCUS emerges from a small stand of trees and finds himself
      looking at a groomed FAIRWAY. Marcus hears a NOISE nearby--
      
      --a GOLF BALL bouncing on the ground not far away.    MARCUS
      turns in the direction it came from.
      
      
      
                                                           (CONTINUED)
      
                                                                        77.
      CONTINUED:
      
      An electric GOLF CART approaches, driven by a handsome,
      middle-aged golfer-- JEREMY-- who wears casual country club
      attire, eating from a clear BAG OF TRAIL MIX. Jeremy comes
      to a stop beside Marcus.
      
                             JEREMY
                   Are you all right?
      
      Marcus slowly shakes his head, as Jeremy climbs out of the
      cart, looking him over carefully, taking in the exposed metal
      at his shoulder and leg.
      
                             MARCUS
                   What the hell is this?
      
                             JEREMY
                   You look like you've been hit by a truck--
      
                             MARCUS
                   Among other things. Look, I'm
                   trying to find some friends-- a
                   couple of kids. They were taken
                   here, I saw some buildings--
      
      JEREMY eyes him, a little surprised at his ignorance.
      
                             JEREMY
                   The facility, sure.   Hop in, I'll
                   take you there.
      
      Marcus hesitates a beat, can he trust this guy? But Jeremy
      simply seems eager to help, as he guides him to the passenger
      seat, then gets behind the wheel. With a smile:
      
                             JEREMY (cont'd)
                   This round was gonna blow my
                   handicap anyway. I'm Jeremy.
      
      He extends a hand.     After a beat, Marcus reaches toward it--
      
                             MARCUS
                   Marcus.
      
      Jeremy clutches Marcus' hand tightly.     Marcus blinks, Jeremy
      cocks his head, then lets go.
      
      
      
      
                                                           (CONTINUED)
      
                                                                      78.
      CONTINUED: (2)
      
                           JEREMY
                 I can't connect with you at all...
                 your interface must've been
                 damaged. Don't worry, soon they'll
                 have you as good as new.
      
      With that, he hits the gas.
      
      
      EXT.   RESIDENTIAL STREET - EVENING
      
      JEREMY drives the cart down the road, past well-kept homes
      with generous lawns-- it's a beautiful, upscale community at
      MAGIC HOUR. BICYCLISTS and FUTURISTIC CARS pass, Jeremy
      waves to NEIGHBORS. Marcus takes it all in with disbelief.
      
                           MARCUS
                 I didn't think there was-- anything
                 like this left... anywhere.
      
                            JEREMY
                 Yes.   We're very lucky.   Want some?
      
      He holds the plastic bag out to Marcus, who obligingly takes
      a handful of trail mix, pops it in his mouth. After a beat,
      he spits it back out in his hand, stares at it.
      
                           MARCUS
                 This isn't food.
      
                           JEREMY
                 Well, of course not. Seems you got
                 a little memory loss going on.
      
      Marcus stares at him, confused. Jeremy is starting to
      realize just how out of it he is, speaks as if to a child.
      
                            JEREMY (cont'd)
                 It's a foam resin. It can taste like
                 anything you want it to-- but of
                 course, we don't really need to eat.
                     (BEAT)
                 Our brains are powered by fuel cells,
                 remember?
      
      Marcus just stares, Jeremy gestures at the world around them.
      
      
      
                                                         (CONTINUED)
      
                                                                      79.
      CONTINUED:
      
                             JEREMY (cont'd)
                   We're in a transitional phase.
                   Most of us need the comfort of the
                   familiar a little while longer--
                   food, shelter, sex. Until we
                   forget the old life.
      
      As he speaks, he notices his BAG is nearly empty. He
      casually lifts his sport shirt and CLICKS OPEN a PANEL
      beneath his rib cage. We glimpse CIRCUITS, FIBER-OPTICS.
      
                             JEREMY (cont'd)
                   Eating-- well, chewing-- it's one of
                   the hardest habits to break... but
                   before long, none of this will be
                   necessary. We won't even need these
                   bodies.
      
      From within he removes an identical BAG FILLED with TRAIL MIX
      (the stuff he just ate), and replaces it with the empty bag.
      He clicks the panel shut again, pops a NUT in his mouth.
      
      Marcus stares at this, appalled, then blinks and looks away.
      He reacts to the sound of PIANO MUSIC, a difficult piece
      being played expertly-- PASSING a PICTURE WINDOW, he sees a
      PIANIST practicing.
      
      In front of this home, a GARDENER and WINDOW WASHER are hard
      at work. They're both T-400s, with the eerie mask-like
      faces. Marcus reacts.
      
                             MARCUS
                   Terminators!
      
      Jeremy winces, as if at a racial epithet. He's starting to
      regret giving Marcus a lift, his manner is careful, as if
      he'd picked up some homeless guy.
      
                             JEREMY
                   We don't call them that here.
      
      Marcus grabs Jeremy, who pulls back a bit, alarmed.
      
                             MARCUS
                   What are you?
      
                               JEREMY
                   A hybrid.    The same as you.
      
                                                          (CONTINUED)
      
                                                                         80.
      CONTINUED: (2)
      
                           MARCUS
                 A hybrid-- human and machine?
      
                           JEREMY
                 Of course. That's what this community
                 is for-- people like us.
      
                           MARCUS
                 Jesus... why?
      
                           JEREMY
                 You should be grateful to have been
                 chosen.
      
                           MARCUS
                 What about the ones who weren't?
      
                           JEREMY
                 You mean like Janet and the kids.
      
      For a moment, Jeremy's expression darkens.     Then he shuts his
      eyes, and his features relax.
      
                           MARCUS
                 Your family. You lost them?
      
      Jeremy nods and SMILES, looking at him once more.
      
                           MARCUS (cont'd)
                 Why are you smiling?
      
                           JEREMY
                 `Cause I feel good. The interface
                 recognizes negative emotions-- rage,
                 grief, despair-- and stimulates
                 positive endorphins in response. Thank
                 God, life would be pretty unbearable
                 otherwise, don't you think?
      
      
      EXT.   PARK - DUSK
      
      They've left the main street now, driving down a WOODED PATH
      leading to the "facility." There are lawns, fountains, etc.
      Marcus SLAMS ON the brakes, then clutches Jeremy by the
      throat-- the man looks more annoyed than frightened.
      
      
      
                                                           (CONTINUED)
      
                                                                           81.
      CONTINUED:
      
                             MARCUS
                   Tell me everything.   How did you
                   people get here?
      
                             JEREMY
                   Most of us worked at NASA or DARPA.
                   I was an engineer on Project Angel--
      
      Marcus drags the man from the cart by his throat, squeezing
      harder.
      
                             MARCUS
                   Angel-- what is it?
      
                             JEREMY
                   Advanced Nexus of Genetic and
                   Electronic Life-forms... A-N-G-E-L.
                   You can stop choking me, it's not
                   like I need to breathe.
      
      Marcus releases him, but remains in his face.       Jeremy takes a
      moment to recover his composure.
      
                             JEREMY (cont'd)
                   We replaced the body's hydrocarbons
                   with plastinated compounds while
                   maintaining cellular structure--
                   analog neural impulses were converted
                   to wireless digital signals,
                   controlling the micro-tech chassis--
      
                              MARCUS
                   English!
      
                             JEREMY
                       (sighs, slowly)
                   The goal was a superior support
                   system for the human brain-- to go
                   anywhere, do anything-- explore
                   deep space, the bottom of the sea.
                   I specialized in optics.
      
      He taps his own eye with an audible CLICK, not flinching.
      Marcus takes a couple steps away, looking at his own hands.
      
      Jeremy points to nearby BUILDINGS, a little peevish.
      
      
      
                                                             (CONTINUED)
      
                                                                       82.
      CONTINUED: (2)
      
                           JEREMY (cont'd)
                 The facility is just ahead. I'll
                 let them know you're coming.
      
      So saying, he's back in the cart, pulling away in a hurry.   A
      moment later, Marcus moves off amongst the trees.
      
      Nearing the complex, Marcus reacts to BIRDSONG above.   He
      looks up, stops as he sees--
      
      --a TINY SPEAKER, concealed amongst the LEAVES.
      
      MARCUS moves to this tree, touches it-- the bark feels
      unnatural. He RAPS it with his FIST-- it sounds hollow, made
      of FIBERGLAS. He fingers a LEAF, tries to bend it-- PLASTIC.
      
      He crouches, studying the GRASS. After a moment, he finds a
      SEAM in the pristine lawn. He starts to peel it up... it's
      ASTROTURF. Beneath it is SANDY DIRT.
      
      Marcus KEEPS PEELING the plastic covering back... more dirt--
      and BITS OF BONE. As he continues to uncover the ground we
      see recognizable CHUNKS of SKULLS, LEGBONES, etc.
      
      By now he's rolled back a few square yards, numb with horror.
      Marcus moves on toward the complex with new determination,
      trying to stay out of sight.
      
                                                        CUT TO:
      
      
      INT.   LABORATORY - NIGHT
      
      ON THE MONITORS above the long row of chambers-- colorful 3-D
      IMAGES of the prisoner's BRAINS are being constructed, like
      PET scans. DENSE DIGITAL READ-OUTS BELOW, as data is
      analyzed. (Levels of seratonin, endorphins, etc.) Beside
      these are BARCODES and small INSET PHOTOS taken within the
      chamber, the subjects looking frightened.
      
      IN THE OPERATING THEATER, the LASERS are still now, their
      grisly work done for the moment, awaiting the next batch.
      
      An ENGINEER, a nice-looking, well-built young man in loose
      black clothing, moves down the row of chambers, studying
      results. He speaks into a subtle HEAD-SET:
      
      
      
                                                        (CONTINUED)
      
                                                                      83.
      CONTINUED:
      
                             ENGINEER
                   32578 - acceptable. 32579 - no,
                   insufficient neural capacity.
                   32580 - eh, this one shouldn't have
                   even been brought here...
      
      As he speaks, the BARCODES on the monitors in question turn
      either RED or GREEN in response to his judgments.
      
      He reaches KYLE'S CHAMBER, we see Kyle's anguished FACE on
      the monitor photograph.
      
                             ENGINEER (cont'd)
                   32581 looks good...
      
      Kyle gets a GREEN BARCODE, the engineer is on to Star, he
      strokes his chin.
      
                             ENGINEER (cont'd)
                   32582... hm, borderline. May not
                   be emotionally compatible. Pass.
      
      On STAR'S MONITOR-- RED BARCODE.
      
      The engineer KICKS something on the floor, bends down to pick
      it up-- STAR'S BASEBALL CAP. He flings it expertly into--
      
      --a nearby TRASH RECEPTACLE.
      
                                                         CUT TO:
      
      
      EXT.   OFFICE PARK FACILITY - NIGHT
      
      A series of LOW-RISE BUILDINGS, attractively LIT, surrounded
      by lawn, trees and water features. A HUMAN TRANSPORT heads
      down a RAMP into a parking structure; a GATE closes.
      
      FIND MARCUS, watching this from behind some plastic foliage.
      He sets his jaw, removes something from his pocket, fiddles
      with it and places it carefully in the bushes. He moves on.
      
      Nearing an entrance, he hears a familiar voice from nearby.
      
                             SERENA
                   Marcus!
      
      
      
                                                         (CONTINUED)
      
                                                                      84.
      CONTINUED:
      
      A BACKLIT FIGURE approaches-- as her face enters the light,
      we see that it's SERENA, looking healthy, beautiful. Marcus
      stares at her coldly.
      
                             SERENA (cont'd)
                   Marcus... it is you. You're alive,
                   you found us. Welcome to paradise.
      
                             MARCUS
                       (DISGUSTED)
                   It's a graveyard.
      
      SERENA takes in his anger, adopts a regretful tone.
      
                             SERENA
                   There was no choice-- the old
                   civilization had to be eliminated.
                   To make way for a new world... a
                   world without death or suffering.
      
      SERENA puts her arms around him. He doesn't return the
      embrace, but he doesn't resist her.
      
                             SERENA (cont'd)
                   You were the first... I'm sorry.
      
      So saying, she presses a small, taser-like device at the base
      of his skull-- ZAP! MARCUS SPASMS and goes limp in her arms.
      SERENA lets him down gently on the ground.
      
                             SERENA (cont'd)
                   We should never have left you behind.
      
      A pair of T-400s now approach from the shadows. They pick up
      Marcus and carry him toward the building. CAMERA MOVES to
      find, hidden in the bushes where Marcus placed it--
      
      --the ELT, the EMERGENCY BEACON Blaire gave him... activated
      now, a single GREEN LIGHT PULSES.
      
                                                            CUT TO:
      
      
      INT.   SLEEPING CABIN - NIGHT
      
      DARKNESS, then a KNOCK and a DOOR FLIES OPEN.
      
      JOHN CONNOR sits up in bed.      KATE blinks beside him.
      
                                                            (CONTINUED)
      
                                                                       85.
      CONTINUED:
      
                             AIDE
                   Sir, I'm sorry to disturb you, but you
                   said you wanted to know immediately--
      
                             CONNOR
                   What is it?
      
                             AIDE
                   We found our terminator.
      
      
      INT.   COMMAND CENTER - NIGHT
      
      CONNOR and KATE, hastily dressed, cross through the command
      center we've seen before, and step through a HATCHWAY into--
      
      
      INT.   SUBMARINE/BRIDGE - NIGHT
      
      --a MASSIVE CONTROL AREA for a HUGE SUBMARINE. SONAR and
      RADAR stations, a CREW of NAVAL PERSONNEL, most do not wear
      uniforms. This sub is where Connor has been the whole time.
      
      THE AIDE leads CONNOR to a GPS TRACKING TERMINAL, where NAVAL
      and AIR FORCE OFFICERS hover.
      
                             AIR FORCE OFFICER
                   The signal's coming from near what used
                   to be Galveston, right on the coast.
      
                             NAVAL OFFICER
                   There can't be any prisoners there.
                   The whole area's a nuclear
                   wasteland-- only machines can
                   survive the radiation levels for
                   any length of time.
      
                              CONNOR
                   Mobilize a combined air and naval
                   assault, all available resources.
                   We're sending in a rescue team ASAP.
      
      The OFFICERS raise AD LIB objections ("but sir--"). CONNOR
      raises a hand to silence them and moves a few steps away,
      beside KATE. They speak in hushed tones:
      
                             KATE
                   All to find one teenage boy...?
                   John, you really think this can work?
                                                             (CONTINUED)
      
                                                                         86.
      CONTINUED:
      
                             CONNOR
                   I'm standing here, I exist-- so it
                   must have worked. We will find him.
      
      He turns back to the OTHERS, holding their gaze.
      
                             CONNOR (cont'd)
                   Call it an act of faith.
      
      
      EXT.   UNDERWATER - NIGHT
      
      We see now that Connor's on board a NUCLEAR ATTACK SUB, with
      TWO MORE SUBS moving in tandem behind it.
      
      HOLD ON the LEAD SUB and MOVE IN ON the STENCILLED NAME as it
      PASSES CAMERA: "LOS ANGELES SSN-688."
      
                                                          DISSOLVE TO:
      
      
      INT.   REPAIR LAB - DAY
      
      START ON MARCUS' DAMAGED LEG. It has been DETACHED from his
      body, halfway down the thigh. Elaborate CIRCUITS are
      exposed, as SURGICAL MACHINES perform repairs with LASERS,
      MECHANICAL ARMS replacing damaged parts.
      
      NEARBY, MARCUS opens his eyes, coming to. He's CLAMPED onto
      an elaborate, mobile SURGICAL TABLE, the stump exposed. His
      body and head are secured within its framework. MORE
      MACHINES swiftly repair the damage to his chest and shoulder.
      
      MARCUS twitches, freaking out, struggling in his bonds--
      
      THE DETACHED LEG twitches as well.
      
                             SERENA
                   Calm down, Marcus.   It's all right.
      
      SERENA is on the other side of a GLASS PANEL, operating
      computer controls. This is an automated surgical
      environment, the work on Marcus carried out by various
      MACHINES and MICROTOOLS-- busy HYDRAULIC ARMS, LASERS, etc.
      
                             MARCUS
                   Like fuck it is. I'm sick of being
                   your guinea pig, what are you doing
                   to me now?!
                                                              (CONTINUED)
      
                                                                        87.
      CONTINUED:
      
                             SERENA
                   Repairing you.
      
                             MARCUS
                   You all work for Skynet!
      
                             SERENA
                   Please. Skynet works for us. It's only
                   a program-- a tool, a means to an end.
      
                             MARCUS
                   The end of the world.
      
                             SERENA
                   Its sole purpose is to protect humanity.
      
      MARCUS lets out a horrified, bitter laugh.
      
                             SERENA (cont'd)
                   Listen to me. Skynet was designed to
                   detect threats, make projections and
                   implement solutions. As soon as it
                   came on line, it factored in war,
                   disease, environmental destruction--
                   and calculated a high probability of
                   total human extinction within two
                   hundred years. The human race was
                   doomed... unless we were transformed.
      
      THE SURGICAL TABLE swivels, bringing MARCUS into alignment
      with the repaired leg. In moments it's reattached, the
      plastic skin thermosealed at the joint.
      
                             MARCUS
                   Into-- this? A brain in a box?
      
                             SERENA
                   Skynet had access to the entire
                   defense web-- including Project
                   Angel. It determined hybrids were
                   the only path to salvation.
      
                             MARCUS
                   Destroying the human race in order
                   to save it.
      
      THE LASER TOOLS and HYDRAULIC ARMS now move on their ceiling
      racks, coming close to MARCUS' FACE. The TABLE INVERTS,
      exposing the back of his head.
                                                              (CONTINUED)
      
                                                                      88.
      CONTINUED: (2)
      
                           MARCUS (cont'd)
                 What are you doing?
      
                           SERENA
                 When the resistance attacked our
                 installation, we were forced to
                 self-destruct. We would have taken
                 you with us, but we thought you
                 were in a permanent coma...
      
      THE LASERS start cutting into the back of Marcus' head,
      BURNING through the plastic SKIN. MARCUS lets out a CRY of
      rage, strains at his bonds.
      
                           SERENA (cont'd)
                 Your interface was never installed.
      
      CLOSE as the HYDRAULIC ARM attaches to the back of Marcus'
      head and removes a section of STEEL SKULL...
      
      REVEALING THE SURFACE of a HUMAN BRAIN, gray matter enmeshed
      in WIRES and CIRCUITRY beneath a clear PLASTIC CASING, in a
      bath of pale reddish LIQUID. Tiny NEURAL SPARKS fire.
      
                           MARCUS
                 No, stop... I don't want it!
                 You're dead inside, all of you!
      
                           SERENA
                 We're immortal. No sane person
                 would choose to live in pain,
                 forever. Soon you'll understand.
      
      CLOSE as an elaborate ELECTRONIC INTERFACE MODULE is fixed at
      the base of Marcus' exposed brain.
      
      ON MARCUS' FACE - his expression of agony vanishes, his
      features become peaceful.
      
                                                       DISSOLVE TO:
      
      
      EXT.   OFFICE PARK FACILITY - NIGHT
      
      MARCUS is dressed in fresh clothes, his damage repaired-- and
      he seems more at ease than we've yet seen him. He walks
      beside SERENA, who wears a small EARPIECE, a high-tech
      cellphone device. They smile as they pass other HYBRIDS on
      the late shift.
                                                           (CONTINUED)
      
                                                                       89.
      CONTINUED:
      
                             SERENA
                   How are you feeling, Marcus?
      
                             MARCUS
                   I'm not sure I know how to describe it.
      
                             SERENA
                   It's called happiness. You've been
                   angry all your life. You don't
                   know what it's like to feel... a
                   part of something.
      
      She clasps his hand in both of hers. MARCUS closes his eyes,
      a jolt of pleasure shooting through him.
      
      
      SPFX MONTAGE
      
      FLYING POV, THROUGH BANKS OF CLOUDS, RICH COLORS in the sky,
      glinting GOLDEN LIGHT--
      
      ROCKET DOWNWARD to a PRISTINE COASTLINE, some place like
      Hawaii-- PLUNGE INTO THE WATER--
      
      RISE and come face to face with SERENA, SMILING... moving in
      for a kiss... CAMERA IRISES OPEN TO WHITE...
      
      
      EXT.   OFFICE PARK - NIGHT
      
      SERENA releases Marcus' hands. He opens his eyes slowly,
      reeling from the intense moment. CAMERA REVEALS a subtle
      BULGE at the base of his skull, the implanted interface.
      
                             SERENA
                   Pure ecstasy... we can share in it
                   together.
      
                             MARCUS
                   When I was a kid my grandmother
                   would go on about heaven... it
                   always sounded so boring.
      
                             SERENA
                   Were you bored just now?
      
      Marcus shakes his head-- far from it.       Serena laughs.
      
      
                                                             (CONTINUED)
      
                                                                      90.
      CONTINUED:
      
                             SERENA (cont'd)
                   That sensation is always there for
                   you, whenever you desire. But most of
                   us here are scientists... our greatest
                   joy is using our minds to explore, to
                   discover... I'll show you.
      
      She leads him up steps into one of the buildings.
      
      
      INT.   CORRIDOR - NIGHT
      
      CAMERA TRACKS past GLASS WINDOWS, we glimpse ARTIFICIAL SKIN
      growing on a steel terminator skeleton... a prototype T-800,
      perhaps with a strong resemblance to Arnold.
      
      Elsewhere ENGINEERS observe a SHIMMERING COLUMN of LIQUID
      METAL, twisting and assuming different shapes within a sealed
      GLASS CONTAINER.
      
      WITH MARCUS and SERENA, moving past these observation areas.
      
                             SERENA
                   Nanotechnology, polymimetic metals...
                   working with Skynet, we're making
                   amazing breakthroughs, well beyond
                   anything possible before Judgment Day.
      
      
      INT.   TIME DISPLACEMENT CHAMBER - NIGHT
      
      START on a glowing TIME SPHERE, just a vague, translucent
      blue ball right now, dwarfed by the MACHINERY which sustains
      it. The sphere is set into a dome-shaped depression in the
      floor. There's a distinctive, loud HUM.
      
      A PHYSICIST here at a TERMINAL.    He nods toward--
      
      --SERENA and MARCUS as they enter.
      
                             SERENA
                   We've already freed ourselves from
                   biological limits... soon we'll
                   transcend the laws of physics.
      
      SERENA gestures at a large DIGITAL DISPLAY of a 24-hour
      CLOCK: the date, 10.16.18, 00:25, SECONDS FLASHING PAST.
      
      
                                                            (CONTINUED)
      
                                                                    91.
      CONTINUED:
      
                             SERENA (cont'd)
                   Right now, we can only go back a
                   few days at most...
      
                             MARCUS
                   A time machine... Connor was right.
      
                             SERENA
                       (sudden interest)
                   The Resistance leader?   You know him?
      
                             MARCUS
                   ...I've just heard him speak.
      
                             SERENA
                   He's a dangerous man. Delusional.
                   He thinks he's a savior, but all he's
                   really fighting for is... death.
      
      They move to an exit, Marcus looking back over his shoulder
      at the glowing blue sphere.
      
      
      EXT.   OFFICE PARK FACILITY - NIGHT
      
      MARCUS and SERENA cross the attractive campus.
      
                             MARCUS
                   In the world outside-- the
                   survivors think Skynet is the
                   enemy, out to destroy them. Why
                   don't you tell them about all this?
      
                             SERENA
                   Not everyone can become like us,
                   Marcus. We just don't have the
                   resources to sustain more than a
                   few thousand hybrids.
      
                             MARCUS
                   Then why... Some people I knew were
                   picked up, taken here...
      
                                                                     92.
      
      
      INT.   NEURAL NET CHAMBER - NIGHT
      
      CAMERA MOVES over TUBES and FIBER-OPTIC CABLES, which run
      into multiple GLASS CYLINDERS filled with translucent PINK
      LIQUID. These contain HUMAN BRAINS... there are hundreds of
      them hooked up in here.
      
                           SERENA
                 A boy and a girl-- in the last day
                 or two?
      
                           MARCUS
                 Yes... what is this place?
      
                           SERENA
                 Part of the neural net-- human minds
                 linked directly with artificial
                 intelligence. The processing power
                 of the human brain is still beyond
                 anything Skynet can manufacture.
      
      SERENA has moved to a COMPUTER TERMINAL, one of a few here.
      
                           SERENA (cont'd)
                 Display recent arrivals for processing.
      
      IMAGES begin to appear on the screen-- small inset PHOTOS,
      each with a BARCODE. They quickly fill the screen. MARCUS
      leans forward, squinting.
      
      ON SCREEN - dozens of FACES, PHOTOS taken inside the TUBES,
      mostly looking terrified.
      
      MARCUS shakes his head.
      
                           SERENA (cont'd)
                 Next page...
      
      ON SCREEN - a new SET OF FACES appears one by one on the
      screen. This time, STAR and KYLE are among them, next to
      each other.
      
                           MARCUS
                 That's them.
      
      MARCUS touches the screen, two fingers, one on each of the
      kid's faces. THEIR IMAGES expand to fill the screen, side by
      side, KYLE on the left.
      
                                                           (CONTINUED)
      
                                                                          93.
      CONTINUED:
      
      KYLE'S IMAGE, the date 10.16.18... the time, 22:19:23.      The
      word, in green: PROCESSED.
      
      SERENA smiles.
      
                             SERENA
                   Good news. He'll soon be part of
                   the network-- you'll be able to
                   connect with him.
      
      Move to STAR'S IMAGE.       10.15.18... 22:20:49... and the word,
      in red: TERMINATED.
      
                             SERENA (cont'd)
                   I'm sorry about the girl, Marcus.
                   She didn't suffer.
      
      Marcus takes this in, his face shows pain. Then SERENA
      grasps his hand-- in moments, he's smiling.
      
                                MARCUS
                   Of course.     I... I understand.
      
      Suddenly the building SHAKES, the sound of a distant
      EXPLOSION. SERENA releases MARCUS, listens in her earpiece.
      
                             MARCUS (cont'd)
                   What is it?
      
                             SERENA
                   I don't know-- I have to go.    Will
                   you be all right?
                       (off his smile and nod)
                   Of course you will.
      
      She touches him once more and moves off, leaving him alone
      here. We'll hear other far off EXPLOSIONS from time to time
      during the following. MARCUS stares at--
      
      HIS FRIENDS' FACES, which slowly FADE TO BLACK, replaced by
      his own REFLECTION. Seeing his own face, his smile vanishes.
      
      MARCUS is going through a terrible internal struggle, the
      interface fighting his own natural emotions. He backs away
      from the machine, looks around at the brains, all the lives
      destroyed.
      
      Hurrying past the wall of brains, he moves a hand to the base
      of his skull... with an ANGRY CRY--
                                                             (CONTINUED)
      
                                                                      94.
      CONTINUED: (2)
      
      --his FINGERS dig into the plastic skin at the back of his
      HEAD--
      
      MARCUS grits his teeth, this is incredibly hard to do, but--
      
      --he RIPS THE INTERFACE MODULE from his skull-- CONNECTIONS
      SPARK, we glimpse STEEL SKULL and the encased BRAIN beneath.
      
      MARCUS hurls the DEVICE to the floor, its elaborate CIRCUITRY
      SHATTERS. He reels with momentary anguish at what he's just
      given up-- then he moves out of there with determination.
      
      
      EXT.   OFFICE PARK FACILITY - NIGHT
      
      FIRE and SMOKE in the distance, VEHICLES MOVING fast amidst
      the destruction. It looks like the place is under attack.
      
      MARCUS moves purposefully across the campus-- suddenly
      HEADLIGHTS illuminate him. He dives out of the way as--
      
      A FUTURISTIC ATV roars past at high speed.   It's followed
      moments later by a massive SKYNET TANK.
      
      MARCUS scrambles to his feet, continues on his way.
      
      
      INT.   TIME DISPLACEMENT CHAMBER - NIGHT
      
      THE PHYSICIST is SLAMMED against a wall. He never loses his
      unperturbed expression as MARCUS manhandles him. THE CLOCK
      reads 01:05.
      
                           MARCUS
                 I need to go back!
      
                           PHYSICIST
                 The wormholing fluctuates, right
                 now it's oscillating between three
                 and six hours--
      
                           MARCUS
                 What do I do?
      
                           PHYSICIST
                 Just breach the sphere. But you
                 could materialize anywhere in a
                 mile radius--
      
                                                         (CONTINUED)
      
                                                                      95.
      CONTINUED:
      
      MARCUS tosses the man aside, regards the GLOWING, CRACKLING
      TIME SPHERE-- it doesn't look too inviting.
      
      THE DOOR bursts open. SKELETAL TERMINATORS storm in,
      wielding PLASMA RIFLES-- they mean business--
      
      THE PHYSICIST finally looks alarmed, getting in front of
      MARCUS as he yells--
      
                             PHYSICIST (cont'd)
                   No, don't shoot in here--!
      
      A TERMINATOR FIRES anyway, BLOWING A HUGE HOLE through the
      center of the Physicist's chest and throwing him backward to
      the floor-- the man looks down and shakes his head at the
      damage to his plastinated body.
      
                             PHYSICIST (cont'd)
                   Idiots.
      
      A SECOND TERMINATOR spins his weapon on--
      
      --MARCUS, who LEAPS into the center of the sphere just as THE
      ROBOT FIRES and HITS nearby MACHINERY which EXPLODES--
      
      ENERGY ERUPTS around MARCUS, the CRACKLING BLUE LIGHT of the
      time sphere surrounds him. We experience this from--
      
      --INSIDE THE SPHERE. Marcus instinctively crouches in a
      FETAL POSITION. An instant later, his CLOTHING BURNS OFF HIS
      FLESH. The HIGH TECH ENVIRONMENT around him TRANSFORMS into--
      
      
      EXT.   PARK - DUSK
      
      STAY WITH MARCUS-- FOLIAGE APPEARS around the SPHERE. The
      BLUE ENERGY fades, leaving him naked, 20 FEET IN THE AIR--
      
      MARCUS PLUNGES to the ground and rolls.     He looks up--
      
      THE PLASTIC TREE has been melted with the heat like a candle,
      DRIPPING down around him.
      
      MARCUS tries to get his bearings-- he's in the park area, the
      FACILITY not too far off. He moves in that direction.
      
                                                                      96.
      
      
      EXT.   OFFICE PARK FACILITY - NIGHT
      
      THE GATE to the garage OPENS, an empty HUMAN TRANSPORT
      emerges... FIND MARCUS, concealed, still unclothed. He dives
      under the GATE as it rolls shut.
      
      
      INT.   UNDERGROUND GARAGE - NIGHT
      
      MARCUS moves stealthily through the space where the prisoners
      were off-loaded, keeping out of sight behind parked vehicles.
      He starts at the sight of--
      
      THE CONTROL ROBOTS, hooked to CHARGING POSTS along one wall.
      
      MARCUS makes his way to the GLASS DOORS.   Using all his
      strength, he manages to PRY THEM OPEN.
      
      
      INT.   LABORATORY - NIGHT
      
      The ENGINEER as we saw him before, consulting the MONITORS
      above the CHAMBERS.
      
                           ENGINEER
                 32581 looks good... 32582... hm,
                 borderline. May not be emotionally
                 compatible. Pass.
      
      The engineer picks up STAR'S BASEBALL CAP and flings it into
      the TRASH...
      
      Just then he hears SHATTERING GLASS behind him.   He spins--
      
      MARCUS trains a ripped-off ROBOTIC LASER ARM at him like a
      weapon. The arm trails heavy CABLES and CIRCUITS, linking it
      to the operating theater we saw earlier. (These also
      artfully conceal Marcus' nakedness.)
      
                           MARCUS
                 Let them go.
      
                            ENGINEER
                 What?   Who are you?
      
      MARCUS takes a step closer.
      
                           MARCUS
                 I said, let them go!
                                                         (CONTINUED)
      
                                                                      97.
      CONTINUED:
      
      THE ENGINEER moves to a RED ALARM BUTTON on a COMMUNICATION
      PANEL mounted in the wall, extending a hand--
      
      MARCUS connects two wires to FIRE UP the LASER and--
      
      A RED BEAM neatly SEVERS the ENGINEER'S HAND at his WRIST.
      
      THE ENGINEER studies the metal STUMP of his severed hand with
      a blank expression.
      
                             ENGINEER
                   You can't hurt me.
      
      The ENGINEER smirks and WHACKS the ALARM BUTTON with his
      other hand. An ELECTRONIC KLAXON sounds.
      
                             MARCUS
                   Now you're pissing me off.
      
      MARCUS FIRES OFF THE LASER again--
      
      --THE ENGINEER stares at him-- we see a flaming STRIP in the
      wall behind his head. He takes a step toward Marcus and--
      
      --his HEAD TUMBLES OFF, bounces on the ground, and rolls to
      MARCUS' FEET. (There's no blood, just laser-severed
      electronic connections).
      
      MARCUS picks up the ENGINEER'S HEAD by the hair.   The man's
      brain is unharmed.
      
                             MARCUS (cont'd)
                   How'd that feel?
      
      THE MAN'S MOUTH twists and grimaces, making ELECTRONIC STATIC
      from the FRIED VOICEBOX. MARCUS is taken by surprise when--
      
      --THE DECAPITATED BODY lunges at him, knocks the LASER from
      his grasp. After a brief STRUGGLE, MARCUS spins the
      engineer's HEAD to face his body. He grabs the INTERFACE at
      the base of his neck.
      
                             MARCUS (cont'd)
                   I pull this off and you'll be in a
                   world of pain!
      
      THE ENGINEER'S FACE suddenly shows fear-- his body FREEZES.
      
      
                                                         (CONTINUED)
      
                                                                       98.
      CONTINUED: (2)
      
                          MARCUS (cont'd)
                Last chance. Let them out.
      
      AT A CONTROL TERMINAL, the one-handed, headless BODY taps
      keys and controls. MARCUS holds the Engineer's HEAD so that
      he can see over his own shoulder. Moments later--
      
      --the MACHINE HUM winds down. THE MONITORS flash the word
      "ABORT," the PANELS begin to OPEN.
      
      MARCUS addresses the HEAD in his hand.
      
                          MARCUS (cont'd)
                I'm gonna need your clothes.
      
      THE HEADLESS BODY begins to unbutton its shirt.
      
      MOMENTS LATER - CLOSE as KYLE'S TRAY slides out of his
      CHAMBER. The RESTRAINTS retract automatically. He sits up,
      looking toward--
      
      --STAR, on the next tray.   She hasn't moved, her eyes closed.
      
                          KYLE
                No!
      
      He climbs off his tray, takes her in his arms.    She starts
      awake.
      
                          STAR
                What?
      
      Around them, the dozen OTHER PRISONERS are getting to their
      feet, surprised at their sudden freedom.
      
      MARCUS approaches KYLE, buttoning his new shirt.
      
                          KYLE
                Marcus!
      
      The two kids hurry to him, Marcus hands Star her BASEBALL
      CAP, rescued from the trash. As she puts it on:
      
                          STAR
                I knew you'd come.
      
      THE PRISONERS are already on the move, frantically dashing
      out of the lab ahead of our heros.
      
                                                          (CONTINUED)
      
                                                                      99.
      CONTINUED: (3)
      
                           MARCUS
                 We've gotta get out of here.
      
      He leads the kids out the way he came, passing...
      
      THE ENGINEER, in underwear, sitting in a corner, cradling his
      head in his lap. His remaining hand strokes his interface,
      his eyes closed in a blissful expression.
      
      
      INT.   UNDERGROUND GARAGE - NIGHT
      
      THE PRISONERS smash the GLASS DOORS off their hinges, and
      charge past--
      
      THE CONTROL ROBOTS, which are now coming to life. ELECTRIC
      BURSTS drop a couple of slow-moving ESCAPEES as they dash
      into the garage and make for--
      
      --ANY AVAILABLE VEHICLE. Former PRISONERS hijack BUSES,
      HYDROGEN CARS. Pure chaos, it feels like a prison riot.
      
      MARCUS, STAR and KYLE weave amidst the robots and humans.
      
                              MARCUS
                 Stay down!
      
      KYLE and STAR take cover behind a concrete post just as--
      
      --PLASMA BURSTS explode around them.
      
      SKELETAL TERMINATORS armed with PLASMA RIFLES are pouring in
      through the OPENING GARAGE GATE.
      
      A STOLEN BUS heads for the exit, KNOCKING a couple of
      TERMINATORS aside and SMASHING through the rising GATE,
      clearing a path for others to follow.
      
      A SKELETAL TERMINATOR sets its sights on a MOVING HYDROGEN
      CAR, which follows the bus--
      
      TERMINATOR POV - RED FILTER, HIGHLIGHTING BULL, the DRIVER.
      "TARGET ACQUIRED - TERMINATE."
      
      THE TERMINATOR SHOOTS HIS RIFLE through the car's windshield--
      it EXPLODES, close to KYLE and STAR, the building SHAKES.
      
      
      
                                                          (CONTINUED)
      
                                                                     100.
      CONTINUED:
      
      KYLE and STAR flee the flames, THE TERMINATOR'S HEAD swivels
      quickly, taking them in. It starts to pursue, but MARCUS
      gets in front of it. Before it can fire--
      
                             MARCUS (cont'd)
                   It's OK, I'm not human!
      
      The Terminator pauses, looks him over.
      
      TERMINATOR POV - MARCUS is quickly scanned, comes up "NON-
      ORGANIC - DO NOT TERMINATE."
      
      THE   TERMINATOR starts to move past Marcus, who LEAPS on it
      and   WRENCHES THE RIFLE from its grasp. As the robot spins on
      him   he BLOWS ITS HEAD OFF, then looks around frantically for
      the   kids. A moment later--
      
      --KYLE ROARS up at the controls of a futuristic ATV, STAR
      clinging to him.
      
                             MARCUS (cont'd)
                   You can't drive!
      
                               KYLE
                   Watch me!
      
      No time to argue, MARCUS leaps into the back beside STAR and
      KYLE GUNS IT out of there, careening off walls and other
      vehicles, he's still not much of a driver. MARCUS meanwhile
      PICKS OFF potential threats with the PLASMA RIFLE.
      
      
      EXT.   OFFICE PARK FACILITY - NIGHT
      
      KYLE has to swerve to avoid the stolen BUS, which is now on
      its side, IN FLAMES. It was taken out by--
      
      --an automated SKYNET TANK, one of THREE TANKS here. They're
      positioned to take out escaping vehicles. But the ATV is a
      small, maneuverable target, swerving and speeding crazily. A
      TANK FIRES and MISSES, the BLAST taking out a chunk of wall.
      
      KYLE WHOOPS, heading across the campus--
      
      --ONE TANK pursues, it moves surprisingly fast, capable of
      flattening anything in its path. MARCUS FIRES at it, but the
      PLASMA RIFLE BLASTS don't have much effect on the ARMOR.
      
      THE TANK FIRES again, but--
                                                         (CONTINUED)
      
                                                                     101.
      CONTINUED:
      
      --KYLE ROARS around a corner, just in time.   However, in so
      doing, he nearly runs over--
      
      --MARCUS, from earlier, on his way to the time sphere,
      visible in the HEADLIGHTS for only an instant before he LEAPS
      OUT OF THE WAY.
      
      KYLE, focused on the pursuing tank, didn't even see this.
      But STAR did. She looks wide-eyed at MARCUS beside her.
      
                             STAR
                   That looked like--
      
                              MARCUS
                   I know.   Long story.
      
      PLAY THE CHASE, as the TANK pursues the ATV through the
      facility.
      
      KYLE takes his vehicle through a large FOUNTAIN, which the
      TANK SMASHES to bits.
      
      KYLE OVERSTEERS, putting them up on two wheels, then
      recovers, narrowly avoiding--
      
      --PLASMA BLASTS, which obliterate the FACADE of a building.
      
      SKELETAL TERMINATORS appear in their HEADLIGHTS, weapons
      raised.
      
      MARCUS stands and FIRES over KYLE'S HEAD, BLOWING them out of
      the way.
      
      NEAR THE PARK, MARCUS points.
      
                             MARCUS (cont'd)
                   Take that path!
      
      
      EXT.   PARK/WOODS - NIGHT
      
      THE TANK is gaining on them, KYLE steers around a GAZEBO, the
      tank SMASHES right through it, turning it to splinters.
      
                                MARCUS
                   The trees!
      
      
      
                                                         (CONTINUED)
      
                                                                     102.
      CONTINUED:
      
      Kyle steers toward THE WOODS, dodging between the thick
      TREES. Too many obstacles for the TANK here, it SCREECHES TO
      A HALT and lets off a JET OF FLAME.
      
      THE TREES behind the ATV all IGNITE, turning to acrid pools
      of MELTING PLASTIC. KYLE barely stays ahead of the FIRE.
      
      THE TANK backs up and takes a new route, around the woods.
      
      IN THE WOODS, KYLE strikes a GLANCING BLOW against a tree
      trunk, and the ATV TOPPLES on its side, spilling its
      passengers. After a beat, they rise, shaken.
      
                             MARCUS (cont'd)
                   You two all right?
      
                             STAR
                       (NODDING)
                   Why don't you drive?
      
                             KYLE
                   Come on I was doing good!
      
      MARCUS rights the vehicle, taking the wheel, the kids climb
      in back.
      
      
      EXT.   RESIDENTIAL STREET - NIGHT
      
      THE ATV comes rocketing down the main street, MARCUS driving
      now. Suddenly, directly in front of them--
      
      --THE TANK APPEARS, moving swiftly around a corner, GUN
      TURRET SWIVELING at them.
      
      AS IT FIRES, MARCUS SWERVES onto a LAWN and--
      
      --CRASHES THROUGH a PICTURE WINDOW.
      
      
      INT.   LUXURY HOME - NIGHT
      
      A handsome HYBRID COUPLE, in pajamas in front of a BIG SCREEN
      TV. They turn and react as the ATV skitters through the room
      and down a hallway. The ATV is followed a moment later by--
      
      --THE TANK, which TAKES OUT THE ENTIRE WALL, BARRELLING
      through the living room and BURYING the HYBRIDS in RUBBLE.
      
                                                        (CONTINUED)
      
                                                                    103.
      CONTINUED:
      
      MARCUS takes the ATV UP A FLIGHT OF STAIRS.
      
      THE TANK keeps SMASHING through the house, as its TURRET
      SWIVELS upward and BLASTS AWAY.
      
      UPSTAIRS - THE PLASMA BLAST COMES THROUGH the FLOOR, just
      missing the ATV as it rockets through a MASTER BEDROOM,
      toward a BALCONY.
      
      DOWNSTAIRS - THE TANK tears through an upscale RECREATION
      ROOM, splintering a POOL TABLE, smashing through PINBALL
      MACHINES.
      
      UPSTAIRS - MARCUS takes the ATV straight out onto the
      BALCONY, THROUGH THE RAILING and INTO THE AIR.
      
      DOWNSTAIRS - THE TANK BLASTS THROUGH a KITCHEN and BATHROOM
      on its way out the other side of the house.
      
      
      EXT.   LUXURY HOME/BACK YARD - NIGHT
      
      THE ATV JUST CLEARS an enormous SWIMMING POOL, landing hard
      on the far deck and moving on, fast.
      
      THE TANK SMASHES THROUGH THE BACK WALL and--
      
      --TAKES A NOSEDIVE into the pool, out of commission.
      
      
      INT.   LUXURY HOME - NIGHT
      
      THE RUBBLE in the living room shifts and the HYBRID COUPLE
      extract themselves, taking in their destroyed home with
      placid expressions.
      
      
      EXT.   RESIDENTIAL SIDESTREET - NIGHT
      
      A moment's breather. Marcus slows the vehicle, which WOBBLES
      and SMOKES from all it's been through. He looks around.
      
                             KYLE
                   Where are we going?
      
                             MARCUS
                   There.
      
      
                                                        (CONTINUED)
      
                                                                     104.
      CONTINUED:
      
      He points toward the COAST, we see a MARINA in the distance,
      a BOAT moored at a DOCK.
      
      MARCUS steers the ATV down a slope toward the shoreline.
      
      
      EXT.   COASTLINE/DOCK - NIGHT/DAWN
      
      MARCUS, KYLE and STAR leap off the ATV and sprint for a
      MOTORBOAT. Kyle carries the rifle now.
      
      As they near the boat, MARCUS reacts to the sight of--
      
      --RED EYES FLICKERING in the darkness at the END OF THE DOCK,
      the BLUE GLOW of a RIFLE CHARGING.
      
      MARCUS leaps in front of KYLE and STAR shielding them with
      his BODY. The PLASMA BLAST envelops him, MARCUS is blown--
      
      --INTO THE WATER. KYLE and STAR are flattened by the force
      of the blast, lie motionless on the dock. Their PLASMA RIFLE
      lies a few feet away.
      
      THE SKELETAL TERMINATOR who shot Marcus moves swiftly down
      the dock, its PLASMA RIFLE trained on the water now. It
      moves past Kyle and Star, who remain motionless on the
      ground, and goes to the edge of the dock--
      
      --BLAM! STAR snatches up their own PLASMA WEAPON, and BLASTS
      the thing in the back, knocking it INTO THE WATER, which is
      only a few feet deep here. As it rises, SHE FIRES again,
      taking the Terminator's head off. It goes under.
      
      THE SKY is beginning to LIGHTEN now as, a moment later,
      MARCUS EMERGES. As he climbs from the shallow water back
      onto the dock, Kyle and Star stare at him with astonishment.
      
      Seeing their expressions, he checks himself for damage--
      there's METAL exposed at his shoulder, arm and hand, his FACE
      partially TORN AWAY, ONE EYE MISSING. He tries to speak, but
      can only manage an ELECTRONIC CROAK.
      
      Kyle and Star back away from him.
      
                             KYLE
                   He's not real.
      
      Marcus shakes his head, starts to move toward them.   STAR
      raises the rifle, points it at him.
                                                        (CONTINUED)
      
                                                                    105.
      CONTINUED:
      
                             STAR
                   Don't come any closer!
      
      They hear a WHISTLING SOUND from shore, hit the deck as--
      
      --a MISSILE BLAST TAKES OUT THE BOAT and a large chunk of
      DOCK.
      
      Laying low, they look up to see--
      
      --a small army of TANKS and TERMINATORS approaching... even a
      HUNTER-KILLER moving in from the horizon, swinging its
      SPOTLIGHT in all directions. It looks like the last stand.
      
      MARCUS turns back to KYLE and STAR.   His voice is a distorted
      WHISPER.
      
                                MARCUS
                   I'm sorry.
      
      Star puts the rifle aside, with an apologetic expression.
      She moves to Marcus, gingerly touches his exposed metal--
      then hugs him tightly.
      
      Kyle, more stoical, looks out to sea.   His expression
      changes, becomes almost hopeful as--
      
      --IN THE DISTANCE, a HUGE, BLACK SHAPE rises to the surface
      of the water, just visible against the dawn horizon.
      
      FIREWORKS! MISSILES blast the H-K... NAPALM erupts around
      the TANKS and TERMINATOR ARMY as--
      
      --A SQUAD OF A-10s SCREAM IN from over the land, FIRING
      CANNONS, launching AIR-TO GROUND MISSILES to take out the
      TANKS. ONE A-10 flies low overhead and WAGS ITS WINGS.
      
      
      INT.   A-10 COCKPIT - DAWN
      
      BLAIR at the controls, helmeted with her face exposed, lets
      out a VICTORY WHOOP as she looks out her canopy at the
      huddled humans below.
      
      
      EXT.   COASTLINE - DAY
      
      KYLE points to the dark shape on the water-- now visible as a
      huge SUBMARINE with the RISING SUN behind it.
                                                         (CONTINUED)
      
                                                                        106.
      CONTINUED:
      
      HIGH ANGLE as ZODIAC BOATS reach land. HAZ-MAT SUITED
      SOLDIERS leap out and run to our heroes at what remains of
      the dock, others head inland to provide covering FIRE.
      
      MARCUS addresses a TEAM LEADER, who's taken aback at his
      frightening appearance and distorted voice:
      
                             MARCUS
                   There are more prisoners, a complex
                   about a mile in--
      
      As MARCUS gives the man a few more directions--
      
      --ONE HAZ-MAT FIGURE, standing a few feet off, studies Kyle
      and approaches.
      
                             HAZ-MAT MAN
                   What's your name, son?
      
                             KYLE
                   Kyle Reese.
      
      The figure pulls off a glove and unzips his mask, extends a
      hand. It's JOHN CONNOR.
      
                             CONNOR
                   John Connor. I'm glad you made it.
      
      KYLE is amazed to be meeting the man face-to-face. He shakes
      hands, wide-eyed and speechless. It's a strange moment for
      Connor, too, for different reasons.
      
      CONNOR turns away from his first meeting with his father to
      be, a bit dizzy at the experience. He addresses Marcus.
      
                             CONNOR (cont'd)
                   Seems I owe you an apology.
      
      MARCUS smiles as best he can, given his ruined face.
      
                             MARCUS
                   Yeah, well. Get in line.
      
      WIDER, as CONNOR replaces his mask, moves to direct his
      troops. MARCUS, KYLE and STAR stay close together.
      
                                                         DISSOLVE TO:
      
                                                                    107.
      
      
      INT.   SUBMARINE/HATCH AREA - DAY
      
      Near the ENGINE ROOM, a couple dozen RESCUED PRISONERS are
      being treated by unarmed MEDICAL PERSONNEL, others huddle
      under blankets with food and drink. KATE is among those
      helping the former prisoners.
      
      KYLE and STAR eat ravenously, he finishes one MRE and grabs
      up another. A few feet away, MARCUS leans against a wall,
      plasma RIFLE at his side. A DOCTOR examines him warily,
      prodding his injured face.
      
                           DOCTOR
                 Does this hurt?
      
                           MARCUS
                 I don't feel a thing.    Help
                 somebody else.
      
      The doctor moves on as a couple of HAZ-MAT SUITED FIGURES
      come down the ladder from the hatch, FACE-MASKS removed.
      Among them is CONNOR. KATE moves to his side as more dazed
      HUMANS come down. She speaks quietly, eying KYLE nearby.
      
                           KATE
                 Your dad-- he seems like a nice kid.
      
      Connor can't deal with that at the moment, speaks loudly.
      
                           CONNOR
                 The last boatload is right behind
                 me. Skynet's pouring in
                 reinforcements, we can't hold this
                 place. And the people in the
                 houses, they won't leave--
      
                           MARCUS
                 They're not people anymore...
      
      He trails off, reacting to the sight of--
      
      A FAMILIAR FIGURE descending the ladder, in a long coat, head
      down. She looks up to make eye contact... SERENA.
      
                           MARCUS (cont'd)
                 No!
      
      SLO-MO:   seeing Marcus, Serena reaches into her coat--
      
                                                         (CONTINUED)
      
                                                                     108.
      CONTINUED:
      
      MARCUS moves at the same time, to grab his PLASMA RIFLE--
      
      SERENA leaps off the ladder, aiming a small, powerful PLASMA
      WEAPON.
      
      SERENA fires first--
      
      BLAM! THE PLASMA BLAST catches MARCUS in the shoulder and
      BLOWS his GUN ARM clean off. His PLASMA RIFLE discharges,
      BLOWING a HOLE in the side of the sub, near the floor-- WATER
      gushes in like a FIREHOSE.
      
      LEAVE SLO-MO. Spun around by the force of the blast, MARCUS
      lands on his back, SPARKS and SEVERED CABLES protruding from
      his damaged shoulder. An ALARM KLAXON SOUNDS.
      
      PRISONERS and DOCTORS SCREAM and scramble for cover--
      
      CONNOR steps in front of KATE to shield her, they back away
      through the WATER BLAST, CONNOR FIRING at SERENA--
      
      SERENA takes numerous HITS from the EXPLOSIVE BULLETS, which
      take off PIECES of her, but she keeps coming, FIRES again--
      
      --HITTING CONNOR in the lower abdomen. He's thrown backward,
      KATE cries out and throws herself on top of him. His gun has
      gone flying.
      
      SERENA turns her attention to MARCUS, standing over him,
      plasma weapon aimed point-blank at his head.
      
                             SERENA
                   Why, Marcus? You were immortal...
      
      MARCUS manages a smile as he shakes his head.
      
                             MARCUS
                   No one lives forever.
      
      BLAM! MULTIPLE PLASMA BLASTS from behind RIDDLE SERENA'S
      TORSO, the BLUE PULSES burning right through her-- her HEAD
      takes a hit, the STEEL is RUPTURED.
      
      THE PLASMA WEAPON flies out of her arms, she COLLAPSES.
      
      TIGHT ON HER FACE, as she turns to see who got her--
      
      There's no one there.    But ON THE FLOOR lies--
      
                                                         (CONTINUED)
      
                                                                       109.
      CONTINUED: (2)
      
      --MARCUS' SEVERED ARM, still holding his PLASMA RIFLE.     The
      hand RELEASES the weapon.
      
      SERENA'S HEAD tilts, her eyes go blank-- she's dead.
      
      MEDICAL PERSONNEL are doing what they can to help CONNOR,
      blood at his lips, KATE and KYLE at his side.
      
                           CONNOR
                 This... this can't happen...
      
                                                       DISSOLVE TO:
      
      
      UNDERWATER - DAY
      
      THE SUBMARINE "LOS ANGELES" moves TOWARD CAMERA as it slowly
      SINKS deeper beneath the water's surface. We see a makeshift
      STEEL PATCH welded near the hatch.
      
                                                       DISSOLVE TO:
      
      
      INT.   SUBMARINE/CORRIDOR - DAY
      
      MARCUS waits outside the entrance to the SICKBAY. He's
      cleaned up a bit, wears fresh clothes (one sleeve pinned up).
      He seems weary, wrung out, his systems damaged. He'll move
      stiffly through the following scene, like a stroke victim.
      
      STAR sits beside him, a hand on his arm.   BLAIR approaches
      from down the corridor.
      
                           BLAIR
                 Marcus... I need to head back to my
                 unit.
      
      MARCUS nods, keeps his head bowed.
      
                           BLAIR (cont'd)
                 What about you?
      
      His voice is still WEAK.
      
                           MARCUS
                 I have no idea. I should be dead...
      
                           STAR
                 But you're alive.
                                                           (CONTINUED)
      
                                                                      110.
      CONTINUED:
      
                             MARCUS
                       (a half-smile)
                   So to speak.
      
                             BLAIR
                   We've been ordered not to talk
                   about it-- the hybrids, everything
                   about that place is top secret...
      
                             MARCUS
                   Yeah, simpler to keep it man versus
                   machine.
      
      Star gingerly reaches up to touch the torn plastic at the
      back of Marcus' head, where the interface was.
      
                              STAR
                       (BEAT)
                   What did it feel like?   To be...
                   one of them?
      
                             MARCUS
                       (thoughtful beat)
                   Better than anything. Everything made
                   sense. For the first time in my life,
                   I felt... right. It was heaven.
      
                             BLAIR
                   How could you give that up?
      
      He turns to her, exposing his mangled face, one eye gone.
      
                             MARCUS
                   I never really believed in heaven.
      
      BLAIR takes this in, fishes in a pocket.
      
                              BLAIR
                   Here.   You need these more than I do.
      
      She holds out a PAIR OF SUNGLASSES.     MARCUS, a bit amused,
      slips them on.
      
      THE DOOR opens nearby and an ashen-faced KATE emerges.
      
                             KATE
                   He wants to see you.
      
      BLAIR gives MARCUS a farewell hug.
      
                                                                     111.
      
      
      INT.   SUBMARINE SICKBAY - DAY
      
      CONNOR has a PRIVATE MEDICAL AREA set aside. He's not
      looking good-- pale, weak, only semi-conscious. I.V.s and
      MONITORS, other LIFE-SUPPORT EQUIPMENT. KYLE is with Connor,
      staring at a small POLAROID PHOTO in his hand. CONNOR can
      barely speak above a whisper.
      
                            CONNOR
                 Her name was Sarah... she was...
                 amazing...
      
                           KYLE
                 I don't remember my mother.
      
      KYLE starts to hand the photo back, CONNOR waves it away.
      
                            CONNOR
                 Keep it.
      
      KYLE is a bit puzzled, but obediently keeps the snapshot.
      KATE enters with MARCUS, touches the boy's shoulder.
      
                           KATE
                 Kyle, could you give us a minute?
      
      KYLE reluctantly leaves, still looking at the photo, with a
      nod to MARCUS on the way out. He joins STAR in the doorway,
      they go off together.
      
      KATE, CONNOR and MARCUS are alone now. Throughout scene,
      Kate fights to maintain a steely control-- but she's clearly
      not far from tears.
      
                           KATE (cont'd)
                 Marcus... you're going to need to
                 be rebuilt. Your face, your body,
                 your voice...
                     (off his shrug)
                 We have people who can do it.
      
      She pulls some MEDICAL DIAGRAMS out of a drawer, lays them
      before Marcus. He examines--
      
      --a SCANNED IMAGE of his FACE, various elements HIGHLIGHTED.
      
                           KATE (cont'd)
                 But you won't be the same...
      
                                                        (CONTINUED)
      
                                                                     112.
      CONTINUED:
      
      MARCUS moves to the NEXT IMAGE-- it shows his features
      TRANSFORMED into another's-- something closer to JOHN
      CONNOR'S FACE, with a JAGGED SCAR over part of his features.
      
                             KATE (cont'd)
                   The scar will help hide the change.
      
      Marcus lowers the papers, absorbing this.
      
                              MARCUS
                   You're asking me to become...
                        (gesturing at Connor)
                   Him?
      
      Connor can barely speak above a whisper:
      
                               CONNOR
                   You must.
      
                             KATE
                       (QUIETLY)
                   We can't keep him alive much longer.
                       (shakes her head, swallows)
                   Very few people know what John
                   actually looks like. Only the
                   technicians and our closest advisors
                   need ever know the truth.
      
                               MARCUS
                   Why me?
      
                             KATE
                   Who else? Only you know the enemy
                   from the inside. You liberated a
                   Skynet camp... you're a hero.
      
      Connor gestures for Marcus to move closer, he speaks with
      great effort:
      
                             CONNOR
                   I never knew how I was supposed to
                   win this war. But I finally
                   understand: the idea of John Connor
                   is more important than the person.
                       (sinks back, spent)
                   I can die. He cannot.
      
      Kate leans toward Marcus, who's lost in thought.
      
                                                          (CONTINUED)
      
                                                                     113.
      CONTINUED: (2)
      
                            KATE
                 Please.   We need you.
      
      MARCUS bows his head for a long beat, as if seeking an answer
      from within. Then he looks up again with resolve.
      
      He lifts his hand-- the SKIN TATTERED, METAL exposed at
      finger joints-- and moves to take CONNOR'S TREMBLING HAND.
      
                                                         CUT TO:
      
      
      EXT.   MOUNTAIN WAR - NIGHT
      
      SLOW-MOTION, MOS - a SNOWY, MOUNTAINOUS ENVIRONMENT...
      
      STEEL TERMINATORS go down in HAILS OF BULLETS.   We hear
      Marcus' VO, his voice strong and assured:
      
                           MARCUS (V.O.)
                 Yea, though I walk through the
                 valley of the shadow of death...
      
      AN ARMY of HUMAN RESISTANCE FIGHTERS marches through the
      SNOW, GUNS BLAZING.
      
                           MARCUS (V.O.) (cont'd)
                 ...I shall fear no evil...
      
      AN H-K goes down IN FLAMES, SMASHES in the MOUNTAINSIDE.
      
      THE GOLDEN EXPLOSION silhouettes a single FIGURE, who stands
      on a PROMONTORY, surveying the battle below. AIDES and
      SOLDIERS surround him, but he towers over them, giving
      orders, in complete control. MOVE IN SLOWLY on him.
      
                           MARCUS (V.O.) (cont'd)
                 I died, and was reborn. I wear
                 another man's face, lead another
                 man's life... yet only now do I
                 have a reason for living. I once
                 was lost, but now I'm found...
      
      ANOTHER BLAST illuminates his face for an instant-- scarred,
      craggy, a blend of Marcus and Connor-- but fierce, determined
      and proud. [Perhaps shoot this with both actors.]
      
                           MARCUS (V.O.) (cont'd)
                 ...was blind, but now I see.
                                                         (CONTINUED)
      
                                                                   114.
      CONTINUED:
      
      THE LIGHT FADES, shadowing him in darkness again and we...
      
                                                               THE END