TERMINATOR

							by

						James Cameron

 Registered WGAw

 Fourth Draft
 April 20, 1983

 -----------------------------------------------------------------------------

					 TERMINATOR

 A1	 TITLE SEQUENCE - SLITSCAN EFFECT				A1

 1	  EXT. SCHOOLYARD - NIGHT						  1

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

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

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

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

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

 1A/FX   ANGLE - DUMPSTER							1A/FX

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

									  CUT TO:

 2	  EXT. SCHOOLYARD - NIGHT						  2

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

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

	This man is the TERMINATOR.

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

									  CUT TO:

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

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

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

									  CUT TO:

 3	  EXT. PLAYGROUND - NIGHT						 3

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

	The leader notices something and sits up.

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

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

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

						LEADER
				  Nice night for a walk, eh?

	Terminator stops right in front of them.

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

	They surround him, all swagger and malign good humor.

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

	Terminator eyes them without expression, unhurried.
	Reptilian.

						TERMINATOR
				Nothing clean.  Right.

						LEADER
				This guy's a couple bricks
				short.

	Terminator turn to the second punk, ignoring the
	others.

						TERMINATOR
				Your clothes.  Give them to me.

	The punks exchange glances, dismayed.

						TERMINATOR
					(coldly)
				Now.

						SECOND PUNK
					(bracing)
				Fuck you, asshole.

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

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

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

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

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

	Terminator takes a step toward him, his gaze ominous.

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

									CUT TO:

 4	  EXT. STREET/NEARBY - NIGHT					4

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

									CUT TO:

 5	  EXT. DOWNTOWN STREET/ALLEY - NIGHT				 5

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

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

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

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

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

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

	Reese lurches to his feet and sprints across the alley.

									CUT TO:

 5A/FX   OMITTED									5A/FX

 6	  OMITTED									6

 7	  EXT. FIRE ESCAPE - NIGHT						 7

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

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

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

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

	Reese crouches down as if to speak to the drunk.

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

									CUT TO:

 8	  EXT. ALLEY/SAME - NIGHT						  8

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

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

						FIRST COP
				Hold it, right there!

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

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

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

									CUT TO:

 9	  EXT. CROSS ALLEY - NIGHT						 9

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

 10	 EXT. ALLEY JUNCTION - NIGHT					10

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

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

									CUT TO:

 11	 EXT. ALLEY/NEARBY - NIGHT						11

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

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

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

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

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

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

									CUT TO:

 12	 INT. DEPARTMENT STORE - NIGHT					 12

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

	Three cops enter behind him through the shattered door.

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

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

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

									CUT TO:

 13	 INT. DEPARTMENT STORE/AISLE - NIGHT				13

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

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

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

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

									CUT TO:

 14	 INT. DEPARTMENT STORE - NIGHT					 14

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

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

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

						REESE
				What day is it?  The date...

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

						REESE
					(viciously)
				What year?

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

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

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

									CUT TO:

 15	 INT. DEPARTMENT STORE/SECOND FLOOR - NIGHT		15

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

									CUT TO:

 16	 EXT. SECOND FLOOR FIRE ESCAPE LANDING - NIGHT		16

	A door opens quietly and Reese slips out.

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

									CUT TO:

 17	 EXT. ALLEY/STREET - NIGHT						17

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

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

									CUT TO:

 18	 EXT. STREET/NEARBY - NIGHT					18

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

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

									DISSOLVE TO:

 19	 EXT. CITY STREET - MORNING					19

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

	of diffuse sunlight.

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

	Sarah maneuvers nimbly, apparently in a hurry.

									CUT TO:

 20	 EXT. BIG BOB'S RESTRAUNT - DAY					20

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

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

									CUT TO:

 21	 INT. BIG BOB'S/DINING AREA					21

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

									CUT TO:

 22	 INT. MANAGER'S OFFICE						22

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

									CUT TO:

 23	 INT. SERVICE CORRIDOR						23

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

						BREEN (V.O.)
				Sarah?

	She answers the empty hallway.

						SARAH
				Yes, Chuck?

						BREEN
				Come to the office, please.

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

									CUT TO:

 24	 MANAGER'S OFFICE							24

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

						SARAH
				Mission control to Chuck,
				come in...

						BREEN
					(without looking
					up)
				You're late.

	Sarah is undaunted.

						SARAH
				Aren't I worth waiting for?

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

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

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

						SARAH
				Thanks, Chuck.  I need the
				money.  Can I still work the
				hours around my classes?

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

						BREEN
				Mmm.  Same schedule's okay.

						SARAH
				Alright!

						BREEN
					(gravely)
				Can you handle it?

						SARAH
				It's not brain surgery,
				Chuck.

	Breen hands her an apron ceremoniously.

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

						SARAH
				I won't let the fat kid down.

									CUT TO:

 25	 OMITTED									25

 26	 INT. LOCKER ROOM - DAY						26

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

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

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

									CUT TO:

 27	 EXT. PARKING LOT - DAY						27

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

									CUT TO:

 28	 INT. YELLOW MAVERICK - DAY					28

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

									CUT TO:

 28A	EXT. PAWN SHOP - DAY							28A

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

	He enters the store.

									CUT TO:

 29	 INT. PAWN SHOP - DAY							29

	TIGHT ON GLASS COUNTERTOP as an AR-180 ASSAULT RIFLE WITH

	SCOPE is laid beside a number of other guns: a COLT K-
	MODEL .45 ACP, a SMITH AND WESSON .38 FOUR-INCH, a BERETTA
	.225 ACP.

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

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

						CLERK
				Anything else?

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

						CLERK
					(annoyed)
				Just what you see, pal.

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

						TERMINATOR
				The Uzi 9 millimeter.

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

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

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

						TERMINATOR
				All.

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

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

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

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

	Terminator has calmly begun feeding the shells into the
	shotgun.

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

						TERMINATOR
					(evenly)
				Wrong.

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

									CUT TO:

 30	 EXT. GAS STATION/PHONE BOOTH - DAY				 30

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

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

						MAN
					(outraged)
				Hey, man...

									CUT TO:

 31	 PHONE BOOTH

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

	ANGLE - C.U. PAGES FLIPPING

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

									CUT TO:

 32	 INT. BIG BOB'S/DINING AREA

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

						CUSTOMER
				Honey, can I get that coffee
				now?

						SARAH
				Yes sir, just a second.

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

						SARAH
				Who gets the Burly Burger?

						CUSTOMER TWO
				I ordered Barbecue Beef.

						CUSTOMER THREE
				Does mine come with fires?

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

						SARAH
				Okay, who gets the Burly Beef?

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

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

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

	As she cleans up the spill, a kid at the next booth reaches

	over and dumps a scoop of ice cream into the top pouch of
	Sarah's apron

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

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

									CUT TO:

 33	 EXT. SUBURBAN STREET - DAY

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

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

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

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

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

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

						TERMINATOR
				Sarah Connor?

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

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

									CUT TO:

 33A	INT. HOUSE/FOYER							33A

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

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

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

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

									CUT TO:

 33B	INT. BEDROOM								33B

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

						WRONG SARAH CONNOR
				What is it, Mom?

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

	And aims it at her face.

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

									CUT TO:

 33C	INT. FOYER									33C

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

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

									CUT TO:

 33D	INT. BEDROOM								33D

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

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

									CUT TO:

 33E	INT. FOYER									33E

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

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

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

	And wipes his hands clean on her apron.

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

									CUT TO:

 34	 INT./EXT. SERVICE TUNNEL - DAY					34

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

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

									CUT TO:

 35	 EXT. STREET - DAY							35

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

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

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

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

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

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

						COUNTERMAN
				That'll be one-sixty.

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

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

									CUT TO:

 35	 EXT. ALLEY - DAY							35

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

									CUT TO:

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

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

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

						MR. MILLER
				What's it to ya?

						SARAH
				You must have a girlfriend.

						MR. MILLER
				That's none of your business.

						SARAH
				Aha!  Is she young?

	Mr. Miller lowers his menu and glares at her.

						MR. MILLER
				Compared to me she is.  How
				come you're not at the cash
				anymore?  They catch ya steal-
				ing?

						SARAH
					(smiling)
				What's it to ya?

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

									CUT TO:

 36	 INT. BIG BOB'S/SERVICE CORRIDOR				36

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

						SARAH
				I'm on break, Chuck.  Carla's

				got my station.

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

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

									CUT TO:

 37	 INT. BIG BOB'S/BREAK ROOM						37

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

						WAITRESS
				Hey, Sarah.  This is weird.

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

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

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

						NANCY
				You're dead, honey.

									CUT TO:

 38	 EXT. HEALTH CLUB - DUSK						  38

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

									CUT TO:

 39	 INT. HEALTH CLUB/AEROBICS STUDIO				39

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

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

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

						SARAH
				I'm Sarah.  Ginger's roommate.

						MARCO
				Yeah, right.  I'm Marco.

	The dance tape ends.

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

	The group collapses ensemble.  A chorus of groans.

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

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

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

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

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

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

									CUT TO:

 40	 INT. HEALTH CLUB/STAIRS AND CORRIDOR			40

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

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

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

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

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

						SARAH
				I'll do the same for you
				sometime.

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

									CUT TO:

 41	 INT. WEIGHT ROOM							41

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

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

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

	Matt opens his eyes.

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

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

						GINGER
					(softening)
				Come here, wimp.

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

	Sarah waits until they break the clinch to speak.

						SARAH
				Hi, Matt.

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

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

	Ginger pulls the pin on Mat's weights and re-inserts it

	beneath the entire stack, the maximum weight.

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

	Ginger readadjusts her headphones as the two girls walk away.

						MATT
				'Bye beautiful.  You too,
				Ginger.

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

						WEIGHTLIFTER
				Bunky?

									CUT TO:

 42	 EXT. HEALTH CLUB/STREETS - DUSK				42

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

									CUT TO:

 43	 OMITTED									43

 44	 EXT. STREET/CONSTRUCTION SIGHT - DUSK

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

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

									CUT TO:

 45	 INT. GREY SEDAN								45

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

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

									CUT TO:

 46	 EXT. MELTED RUINS - NIGHT						46

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

									CUT TO:

 47	 EXT. STREET/GREY SEDAN - NIGHT					47

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

						BOY
				Hey, mister...?

									CUT TO:

 48	 INT. GREY SEDAN								48

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

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

									CUT TO:

 49	 EXT. GREY SEDAN - NIGHT						  49

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

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

	The boy rides past her list a shot.

						BOY
					(urgently)
				Come on.  Just come on.

									CUT TO:

 50	 INT. GREY SEDAN								50

	Reese relaxes slowly, the voltage draining out of him.

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

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

									CUT TO:

 51	 EXT. STREET/OVERPASS - NIGHT					  51

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

									CUT TO:

 52	 OMITTED									52

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

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

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

						SARAH
					(answering the
					phone)
				Hello?

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

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

						SARAH
				Ginger!  It's Matt.

	She resumes listening.

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

	Sarah is repressing laughter.

						SARAH
					(crossly)
				Who is this?

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

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

						SARAH
				Sure, Bunky.

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

						GINGER
				Hello?

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

									CUT TO:

 54	 BEDROOM

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

									CUT TO:

 55	 INT. LIVING ROOM

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

						SARAH
				What do you think?

						GINGER
					(covering mouth-
					piece)
				Great.

	Sarah hold up another one.

						SARAH

				How about this?

						GINGER
				Great.

						SARAH
				You're a big help.

						GINGER
					(advisory tone)
				Alright, the beige one.

						SARAH
				I hate the beige one.

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

	Sarah gathers up the blouses and walks out.

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

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

						SARAH
					(continuing)
				You think the beige?

									CUT TO:

 56	 EXT. VENICE STREET - NIGHT

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

									CUT TO:

 57	 INT. VENICE APARTMENT BUILDING/STAIRWELL/APARTMENT

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

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

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

						VUKOVICH
				Give me the short version.

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

	Vukovich is looking at the body.

						VUKOVICH
				No shit.

	Traxler turns to a passing DETECTIVE.

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

	He turn back to Vukovich, gesturing at the body.

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

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

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

						TRAXLER
				Here's her driver's license.

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

						TRAXLER
				I hate the weird ones.

									CUT TO:

 58	 INT. SARAH'S APARTMENT/BATHROOM				58

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

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

	Sarah grins and goes into the other room.

									CUT TO:

 59	 INT. LIVING ROOM

	Sarah walks around the room, searching for something.

						SARAH
					(calling)
				Ginger, have you seen Pugsley?

	Ginger enters, stopping beside their phone answering machine.

						GINGER
				Not lately.  Did you check
				messages?

						SARAH
					(still looking)
				I thought you did.

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

						SARAH
					(from beside cur-

					tains)
				Come here young man.  Mind
				your mother.

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

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

						GINGER
					(groaning)
				Totally nauseating.

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

						VOICE
					(recorded)

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

	Sarah stands still, crestfallen.

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

						SARAH
					(slumping)

				I'll live.

						GINGER
				I'll break his kneecaps.

	Sarah resignedly slips Pugsley off her shoulders.

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

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

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

						GINGER
					(as Sarah exits)
				We will, kiddo.

									CUT TO:

 60	 INT. PARKING GARAGE - NIGHT

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

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

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

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

									CUT TO:

 61	 INT. CAR/NEARBY - NIGHT						  61

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

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

									CUT TO:

 62	 INT. DIVISION HEADQUARTERS - NIGHT				 62

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

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

						VUKOVICH
				No comment.

	He and Traxler enter their office and shut the door.

									CUT TO:

 63	 VUKOVICH'S OFFICE							63

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

						TRAXLER
				That stuff's two hours cold.

						VUKOVICH
					(nodding ab-
					sently)
				I know.

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

	Vukovich, lost in thought, turns on him suddenly.

						VUKOVICH
				Did you reach the next girl
				yet?

						TRAXLER
				No.  Keep getting an answer-
				ing machine.

						VUKOVICH
				Send a unit.

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

						VUKOVICH
				Call her.

						TRAXLER
				I just called.

						VUKOVICH
				Call her again.

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

						VUKOVICH
					(continuing)
				Got a cigarette?

									CUT TO:

 64	 INT. SARAH'S APARTMENT - NIGHT					64

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

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

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

									CUT TO:

 65	 INT. BEDROOM								65

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

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

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

									CUT TO:

 66	 INT. DIVISION HEADQUARTERS - NIGHT				 66

	Traxler hangs up the phone.

						TRAXLER
				Same shit.

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

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

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

	He looks at his watch, then straightens his tie.

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

						TRAXLER
				Like shit, boss.

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

									CUT TO:

 67	 INT. PIZZA PARLOR - NIGHT						67

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

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

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

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

	A customer gestures for the bartender's attention.

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

						BARTENDER
					(reaching for the
					knob)
				Sure.

	Sarah leaps half over the bar, startling everyone.

						SARAH
					(shouting)
				Leave it where it is!

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

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

									CUT TO:

 68	 INT. PIZZA PARLOR HALLWAY						68

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

	Sarah back into the women's restroom.

									CUT TO:

 69	 INT. RESTROOM								  69

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

									CUT TO:

 70	 INT. HALLWAY								70

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

									CUT TO:

 71	 EXT. STREET/SIDEWALK - NIGHT					  71

	Sarah exits the pizza place into the sparse crowd on the
	sidewalk.  As she passes a figure leaning against the wall
	just outside, the man turns his head to watch her.
	It is Reese, his gaze impassive.

	Streetlight catches the burn scar on his cheek.
	He is motionless, sinister in his long coat.
	Sarah shudders.
	She walks on.

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

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

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

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

									CUT TO:

 72	 INT. STOKER'S - NIGHT						72

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

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

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

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

									CUT TO:

 73	 EXT. SARAH'S APARTMENT BUILDING - NIGHT			 73

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

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

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

									CUT TO:

 74	 INT. SARAH'S APARTMENT - NIGHT					74

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

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

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

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

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

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

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

									CUT TO:

 75	 INT. BEDROOM								75

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

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

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

						MATT
				Whoah!

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

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

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

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

									CUT TO:

 76	 EXT. BALCONY - NIGHT							76

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

									CUT TO:

 77	 INT. KITCHEN								77

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

									CUT TO:

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

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

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

									CUT TO:

 79	 INT. HALLWAY								79

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

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

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

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

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

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

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

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

									CUT TO:

 80	 INT. BATHROOM								  80

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

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

									CUT TO:

 81	 INT. HALLWAY/BEDROOM							81

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

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

	C.U. - TERMINATOR, motionless, listening.

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

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

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

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

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

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

	TIGHT ON HIS UNBLINKING EYES.

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

									CUT TO:

 82	 INT. STOKER'S BAR - NIGHT						82

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

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

									CUT TO:

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

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

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

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

	MACRO ON PICTURE.

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

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

									CUT TO:

 84	 INT. STOKER'S BAR - NIGHT						84

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

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

									CUT TO:

 85	 INT. VUKOVICH'S OFFICE - NIGHT					85

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

									CUT TO:

 86	 INT. STOKER'S BAT - NIGHT						86

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

									CUT TO:

 87	 INT. VUKOVICH'S OFFICE - NIGHT					87

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

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

						VUKOVICH
				Let's roll.

									CUT TO:

 88	 INT. STOKER'S BAR - NIGHT						88

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

									CUT TO:

 89	 EXT. STREET - NIGHT							 89

	The yellow Maverick hurtles along an empty street.

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

									CUT TO:

 90	 INT. PLAIN CAR - NIGHT						90

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

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

									CUT TO:

 91	 INT. STOKER'S BAR - NIGHT						91

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

						WAITRESS
				Anything else?

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

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

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

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

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

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

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

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

						SARAH
					(uncertainly)
				  Lieutenant Vukovich?

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

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

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

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

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

	Reese is stroking up another shell as Terminator half-rises

	from booth.

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

	Sarah is screaming, scrunched down in the booth.

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

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

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

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

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

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

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

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

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

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

	Reese feed two shells into the riot-gun.

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

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

									CUT TO:

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

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

									CUT TO:

 93	 INT. STOKER'S BAR - NIGHT						93

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

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

	C.U. - REESE, very intense.

						REESE
				  Come with me if you want
				  to live.

	She looks where he is pointing.

									CUT TO:

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

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

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

									CUT TO:

 95	 INT. STOKER'S BAR - NIGHT						95

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

						SARAH
					(awed whisper)
				  Oh my God...

									CUT TO:

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

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

									CUT TO:

 97	 INT. STOKER'S BAR - NIGHT						97

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

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

									CUT TO:

 98	 INT. KITCHEN/HALLWAY/EXIT CORRIDOR				 98

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

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

									CUT TO:

 99	 INT. HALLWAY - NIGHT							99

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

									CUT TO:

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

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

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

									CUT TO:

 101	INT. HALLWAY - NIGHT							101

	The cleaning solvent EXPLODES.

									CUT TO:

 102	INT. EXIT CORRIDOR - NIGHT					102

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

									CUT TO:

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

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

						VUKOVICH
					(shouting)
				  What the fuck is going on?

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

						VUKOVICH
					(continuing)
				  Cover the alley in back.

	He heads for the inferno at a run.

									CUT TO:

 104	EXT. ALLEY BEHIND STOKER'S - NIGHT				 104

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

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

									CUT TO:

 105/FX  EXT. ALLEY - NIGHT							  105/FX

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

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

									CUT TO:

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

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

									CUT TO:

 107	EXT. ADJOINING ALLEY - NIGHT					  107

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

	Behind them Terminator enters the alley, gaining.

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

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

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

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

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

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

									CUT TO:

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

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

	shoots through.
	The lacerated fingers grope for her.

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

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

									CUT TO:

 109	EXT. STREET - NIGHT							 109

	The sedan skids, slewing sideways into a parked car.

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

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

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

									CUT TO:

 110	EXT. STREET - NIGHT							 110

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

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

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

									CUT TO:

 111	EXT. STREET - NIGHT							 111

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

									CUT TO:

 112	INT. GREY SEDAN - NIGHT						  112

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

						REESE
					(calmly)
				  Hold on.

									CUT TO:

 113	EXT. CITY STREETS - NIGHT						113

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

									CUT TO:

 114	INT. GRAY SEDAN - NIGHT						  114

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

						REESE
				  Are you injured?  Are you
				  shot?

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

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

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

						REESE
					(continuing/
					shouting)
				  Do you understand?

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

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

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

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

									CUT TO:

 115	EXT. SIDE STREET/ALLEY - NIGHT					115

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

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

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

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

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

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

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

									CUT TO:

 116	INT. GREY SEDAN - NIGHT						  116

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

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

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

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

						SARAH
				I can't believe this is happen-

				ing.  How could than man get up
				after you...

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

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

									CUT TO:

 117	INT. SQUAD CAR - NIGHT						117

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

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

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

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

									CUT TO:

 118	EXT. SANTA MONICA FREEWAY - NIGHT				  118

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

									CUT TO:

 119	EXT. POLICE HELICOPTER - NIGHT					119

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

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

									CUT TO:

 120	INT. GREY SEDAN - NIGHT						  120

						SARAH
				A machine?  You mean, like
				a robot?

						REESE
				Not a robot.  Cyborg.
				Cybernetic Organism.

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

						SARAH
				But...he was bleeding.

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

						REESE
				Just a second.  Keep your
				head down.

									CUT TO:

 121	EXT. FREEWAY - NIGHT							121

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

									CUT TO:

 122	EXT. OFF RAMP/INTERSECTION - NIGHT				 122

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

									CUT TO:

 123	EXT. POLICE HELICOPTER - NIGHT					123

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

									CUT TO:

 124	EXT. SIDE STREET/INTERSECTION - NIGHT			124

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

									CUT TO:

 125	EXT. POLICE HELICOPTER - NIGHT					125

	It hovers indecisively, then banks off.

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

									CUT TO:

 126	INT. GREY SEDAN - NIGHT						  126

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

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

	He pauses as they slide around another corner.

									CUT TO:

 127	EXT. STREET - NIGHT							 127

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

									CUT TO:

 128	INT. GREY SEDAN - NIGHT						  128

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

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

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

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

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

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

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

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

						SARAH
				And you're from the future too?

						REESE
				Right.

	They come to a red light and Reese stops.

						SARAH
					(patronizingly)
				Right...

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

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

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

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

	He wipes his hand on his pants.

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

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

	Sarah slump in utter resignation.

						SARAH
					(quietly)
				Can you stop it?

	Reese doesn't look at her.

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

									CUT TO:

 129	EXT. PARKING LOT - NIGHT						 129

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

									CUT TO:

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

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

									CUT TO:

 131	EXT. POLICE HELICOPTER - NIGHT					131

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

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

									CUT TO:

 132	EXT. PARKING LOT/NEARBY  - NIGHT				132

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

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

									CUT TO:

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

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

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

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

									CUT TO:

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

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

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

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

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

						REESE
				There's so much...

						SARAH
				Tell me.  Just start at the
				beginning.

	Reese musters his thoughts.  And starts.

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

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

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

						SARAH
				I don't understand...

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

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

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

						SARAH
				The what?

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

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

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

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

									CUT TO:

 135	EXT. PARKING LOT - NIGHT						 135

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

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

									CUT TO:

 136	INT. BROWN BUICK - NIGHT						 136

	Reese is holding onto Sarah's shoulder tightly.

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

	Sarah stared at him.

									CUT TO:

 137	EXT. PARKING LOT - NIGHT						 137

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

	C.U. - TERMINATOR, scanning.

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

									CUT TO:

 138	INT. BUICK - NIGHT							  138

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

									CUT TO:


 139	EXT. PARKING LOT - NIGHT						 139

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

									CUT TO:

 140	INT. BUICK - NIGHT							  140

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

									CUT TO:

 141	EXT. PARKING LOT - NIGHT						 141

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

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

	SEVERAL ANGLES, as the police react.

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

									CUT TO:

 143	EXT. STREET - NIGHT							 143

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

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

									CUT TO:

 144	INT. BUICK - NIGHT							  144

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

						REESE
					(yelling)
				  Steer!

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

									CUT TO:

 145	EXT. STREET/BUICK - NIGHT						145

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

						SARAH
					(shouting)
				  Reese!

									CUT TO:

 146	INT. BUICK - NIGHT							  146

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

									CUT TO:

 147	EXT. STREET/CARS - NIGHT						 147

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

									CUT TO:

 148	INT. BUICK - NIGHT							  148

	Sarah grabs the shift lever.

	DETAIL - SHIFTER, as she slams it into reverse.

									CUT TO:

 149	EXT. STREET/CARS - NIGHT						 149

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

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

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

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

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

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

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

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

									CUT TO:

 150	EXT. A & W - NIGHT							  150

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

	The cyborg has VANISHED.

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

									CUT TO:

 151	INT. VUKOVICH'S OFFICE - NIGHT					151

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

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

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

						VUKOVICH
				  Here, drink some of this...

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

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

	Sarah  begins to cry again, slowly and very quickly.

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

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

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

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

						SILBERMAN
				  A criminal psychologist.

						SARAH
				  Is Reese crazy?

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

									CUT TO:

 152	INT. HOTEL ROOM - NIGHT						  152

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

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

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

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

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

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

									CUT TO:

 153	INT. DIVISION HQ/INTERROGATION ROOM - NIGHT		  153

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

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

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

						SILBERMAN
					(interrupting)
				  The year 2027?

									CUT TO:

 154	INT. OBSERVATION ROOM						154

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

						REESE
					(through speaker)
				  That's right.

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

									CUT TO:

 155	INT. INTERROGATION ROOM						  155

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

						SILBERMAN
				  And who was the enemy?

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

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

						REESE
				  Yes.

									CUT TO:

 156	INT. OBSERVATION ROOM						156

	Traxler snorts and grins.

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

						VUKOVICH
					(leaning forward)
				  Shut up.

									CUT TO:

 157	INT. INTERROGATION ROOM

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

						SILBERMAN
				Then how are you supposed to
				get back?

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

									CUT TO:

 158	INT. HOTEL ROOM - NIGHT

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

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

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

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

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

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

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

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

									CUT TO:

 159	INT. VUKOVICH'S OFFICE - NIGHT					159

	TIGHT ON VIDEO MONITOR showing Reese in the Interrogation
	Room.

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

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

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

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

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

	ON SARAH, as Silberman's voice is heard.

						SILBERMAN

					(recorded)
				Show me a piece of future
				technology.

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

						SILBERMAN
					(recorded)
				Why?

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

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

						REESE
					(recorded)
				Surrounded by living tissue.

						SILBERMAN
					(recorded)
				Of course.

	The real Silberman put the tape on "PAUSE".

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

	He starts the tape again.

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

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

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

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

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

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

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

						SILBERMAN
					(recorded)
				I can help you...

						REESE
				Who is in authority here?

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

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

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

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

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

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

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

						SILBERMAN
					(glancing around)
				Sorry.

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

						SARAH
					(turning)
				So Reese is crazy.

						SILBERMAN
				In technical terminology,
				he's a loon.

						SARAH
				But...

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

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

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

						SARAH
				But what about him punching
				through the windshield?

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

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

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

						SARAH
				I can't sleep.

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

						SARAH
				Okay.

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

									CUT TO:

 159A    INT. CORRIDOR

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

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

	Vukovich glances up.

						VUKOVICH
					(quietly)
				He'd better be.

									CUT TO:

 160	INT. POLICE DEPARTMENT FOYER - NIGHT			160

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

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

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

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

						TERMINATOR
				Where is she?

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

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

						TERMINATOR
				I'll come back.

	He turns and walks out through the front doors.

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

									CUT TO:

 161	INT. DIVISION HQ/VUKOVICH'S OFFICE				 161

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

									CUT TO:

 162	INT. DIVISION HQ/CORRIDOR						162

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

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

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

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

									CUT TO:

 163	INT. DIVISION HQ/VUKOVICH'S OFFICE

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

									CUT TO:

 164	INT. DIVISION HQ/CORRIDOR						164

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

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

	ANGLE ON TERMINATOR raising the AR-180.

									CUT TO:

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

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

									CUT TO:

 166	INT. DIVISION HQ/OFFICE - BEHIND WALL			166

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

									CUT TO:

 167	INT. VUKOVICH'S OFFICE						167

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

						VUKOVICH
				Stay here.

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

									CUT TO:

 167A    INT. CORRIDOR								  167A

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

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

	The building is plunged into darkness.

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

									CUT TO:

 167B    INT. VUKOVICH'S OFFICE						167B

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

									CUT TO:

 168	INT. CORRIDOR								  168

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

									CUT TO:

 169	INT. INTERROGATION ROOM						  169

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

						TRAXLER
					  (exciting)
				  Watch him.

	The door closes.

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

									CUT TO:

 170	INT. CROSS CORRIDOR							 170

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

									CUT TO:

 171	INT. MAIN CORRIDOR							  171

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

									CUT TO:

 172	INT. VUKOVICH'S OFFICE						172

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

									CUT TO:

 173	INT. OFFICE NEARBY							  173

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

									CUT TO:

 174	INT. CORRIDOR

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

						TRAXLER
				Ed!  Ed...?

									CUT TO:

 175	INT. CORRIDOR								  175

	TIGHT ON TERMINATOR, moving forward, intent

									CUT TO:

 176	INT. VUKOVICH'S OFFICE						176

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

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

	DETAIL - DOORKNOB rattling as it is tried from outside.

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

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

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

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

						REESE (V.O.)
				Sarah?

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

									CUT TO:

 177	CONNECTING OFFICES							  177

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

									CUT TO:

 178	INT. OFFICE								178

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

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

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

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

	Reese snatches the gun and the keys and runs on.

	C.U. - VUKOVICH watching them go.

									CUT TO:

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

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

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

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

									CUT TO:

 180	INT. RABBIT - NIGHT							 180

	DETAIL - GAS GAUGE, it reads EMPTY.

									CUT TO:

 181	EXT. HIGHWAY - NIGHT							181

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

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

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

						REESE
				  Let's get off the road.

									CUT TO:

 182	INT./EXT. DRAINAGE CULVERT - NIGHT				 182

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

						REESE
				You cold?

						SARAH
				Freezing.

						REESE
				Come here.

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

						SARAH
				Reese...you got a first name?

						REESE
				Kyle.

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

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

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

						SARAH
				You're wet.  Oh my god.

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

						REESE
				I caught one, back there.

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

	Reese shrugs.

						REESE
				It's not bad.

	Sarah sits up and turns toward him.

						SARAH
				We gotta get you to a doctor.

						REESE
				It's okay.  Forget it.

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

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

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

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

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

	Sarah starts swabbing the flesh wound.

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

						REESE
				What?

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

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

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

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

						SARAH
				What's he like?

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

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

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

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

						REESE
				I volunteered.

						SARAH
				You volunteered?

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

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

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

	Reese appraises her coldly.

						REESE
				I'm sure.

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

	She pulls the bandage tight with a knot.

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

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

						REESE
				You'll learn.

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

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

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

						REESE
					(continuing)
				Good field-dressing.

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

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

						REESE
				Sleep.  It'll be light soon.

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

						REESE
				About what?

						SARAH
					(murmuring)
				About where you're from.

	Kyle watches the helicopter circling far in the distance.

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

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

									CUT IN BLACK TO:

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

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

	TILT DOWN

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

									CUT TO:

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

	LOW ANGLE

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

									CUT TO:

 185	INT. TUNNELS - NIGHT							185

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

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

									CUT TO:

 186	INT. PARKING STRUCTURE - NIGHT					186

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

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

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

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

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

	ANGLE ON SENTRY POST as the dogs go crazy.

						SENTRY
					(shouting)
				Terminator!

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

	MOVING WITH REESE, running toward the Terminator.

	RAPID CUTS:

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

	ANGLE ON REESE running.  He levels his energy-rifle and

	starts firing.  A powerbolt grazes his cheek, EXPLODING
	a support column behind him.  Part of the ROOF COLLAPSES
	as Reese tumbles.

	Everything is lit as if by lightning.

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

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

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

	A brilliant EXPLOSION WHITES OUT THE SCREEN.

									CUT TO:

 187	INT. CULVERT - DAWN							 187

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

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

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

						SARAH
				I was dreaming about dogs.

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

						REESE
				We used them to spot Terminators.

	Sarah groans as she straightens her legs.

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

									CUT TO:

 189	EXT. HIGHWAY - DAWN							 189

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

						SARAH
				Put that away.  I'll get one.

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

						SARAH
					(continuing)
				This works...really.

									CUT TO:

 189A    EXT. HIGHWAY/PICKUP - DAY						189A

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

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

						REESE
					(to Sarah)
				Rad tubes?

						SARAH
					(to Reese)
				He's a surfer.

						DRIVER
				You from back East of
				something?

						SARAH
				No, he's from the future.

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

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

									CUT TO:

 190	EXT. SERVICE STATION - DAY					190

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

	The three of them get out on unsteady legs.

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

						SARAH
				Thanks.

						REESE
				Bag some Z's?

						SARAH
				Let's get cleaned up, Kyle.

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

						REESE
					(pushing him out)
				Yours is over there.

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

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

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

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

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

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

						REESE

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

						LITTLE GIRL
				Huh?

	Reese whirls reflexively at a SCREAM behind him.  The

	mylar balloon bursts in his tense hands.  A teenage girl
	is being doused with water by the boys with plastic jugs.

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

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

									CUT TO:

 191	EXT. SERVICE STATION/PAY PHONE - DAY			191

	Sarah is talking on an open pay phone.

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

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

 192	EXT. SERVICE STATION/PICNIC TABLE - DAY			 192

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

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

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

						SARAH
				Thanks a lot.

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

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

						SARAH
				That's where we're going.

						REESE
				Why?

	Sarah point to the directory page lying on the table.

	MACRO - PAGE

	Sarah's finger points to a listing which reads:

	CYBER DYNAMICS CORPORATION
	18144 El Camino Real, S'Vale

	ANGLE ON SARAH AND REESE

	She looks smug.

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

						REESE
				What about it?

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

						REESE
				Molecular-memory.

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

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

	Sarah's fear has been replaced by excitement.

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

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

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

						REESE
				That's not my mission.

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

	Reese takes her arm and pulls her to her feet.

						REESE
				Let's go.  Time to move out.

						SARAH
				Fuck you!  Let go of me!

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

						REESE
					(warning tone)
				Sarah!

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

									CUT TO:

 193	EXT. WOODS/CLEARING - DAY						193

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

	PANNING WITH SARAH

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

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

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

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

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

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

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

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

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

						SARAH
				Reese?

	She crawls over to him.

	C.U. - REESE

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

						SARAH
					(continuing,
					quietly)
				Kyle?

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

	He gestures at their surroundings.

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

	He touches the grass, the trunk of a tree.

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

	He looks are her beseechingly.

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

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

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

	She takes his shoulder in her hands.

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

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

									CUT TO:

 194	INT. TERMINATOR'S HOTEL ROOM - DAY				 194

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

	MEDIUM ON TERMINATOR

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

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

	C.U. - TERMINATOR

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

									CUT TO:

 194A/FX POV - TERMINATOR							194A/FX

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

									CUT TO:

 195	INT. HOTEL CORRIDOR - DAY						195

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

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

									CUT TO:

 196	INT. TERMINATOR'S HOTEL ROOM - DAY				 196

	TIGHT ON TERMINATOR

	as he looks up.

									CUT TO:

 197/FX  POV - TERMINATOR							197/FX

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

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

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

									CUT TO:

 198	RESUME ANGLE

						TERMINATOR
				Fuck you, asshole.

	He returns to his scan.

									CUT TO:

 199	INT. CORRIDOR - DAY							  199

	The man shrugs and walks down the hall.

									CUT TO:

 200	EXT. MOTEL - DAY

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

	Reese opens the door and they go in.

									CUT TO:

 201	INT. MOTEL OFFICE - DAY						  201

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

						REESE
				Is this enough?

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

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

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

									CUT TO:

 202	INT. MOTEL ROOM - DUSK

	Kyle and Sarah enter the spartan room.

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

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

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

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

	Sarah moves the curtain slightly and looks outside.

									CUT TO:

 203	EXT. MOTEL - DUSK							203

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

									CUT TO:

 204	INT. MOTEL ROOM - NIGHT						  204

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

						SARAH
				...No, Mom, I can't tell you
				where I am.  I was told not
				to say.

						SARAH'S MOM (V.O.)
					(filtered)
				But honey, I need to know where
				I can reach you or I'll be
				worried sick.  It turns out I
				can't stay up here...the
				electricity's off...and I don't
				know just where I'll be.

	Sarah hesitates, then:

						SARAH
				Okay, here's the number.  Are
				you ready?

						SARAH'S MOM (V.O.)
					(filtered)
				Go ahead.

									CUT TO:

 205	INT. MOUNTAIN CABIN - NIGHT					205

	SLOW PAN around the room as the conversation between Sarah
	and her Mom continues, completely VOICE OVER.

						SARAH (V.O.)
					(filtered)
				It's 408-972-1439.  Room 14.

						SARAH'S MOM (V.O.)
					(filtered)
				I got it.

	The PAN continues, revealing an overturned chair.

						SARAH (V.O.)
					(filtered)
				Okay, I've gotta go.  I'm
				sorry I can't tell you very
				much now, Mom.  I love you.

	The PAN comes to a table.  Smashed plates.  Spilled coffee.
	A spatter of blood.  A phone.  It follows the phone cord
	onto Terminator in CLOSE-UP as he continues in a perfect
	simulation of her mother's voice...

						TERMINATOR (MOTHER'S VOICE)
				I love you too, sweetheart.

									CUT TO:

 206	INT. MOTEL ROOM - NIGHT						  206

	Sarah hangs up the phone, vaguely disturbed.

									CUT TO:

 207	INT. MOUNTAIN CABIN - NIGHT					207

	Terminator rapidly dials the number Sarah gave.

						TERMINATOR (HIS VOICE)
				Hello.
					(pause)
				Tell me your address there.

									CUT TO:

 208	INT. MOTEL ROOM - NIGHT						  208

	TIGHT ON SEVERAL GROCERY BAGS

	covering the counter beside the hot-plate in the tiny
	apartment.

	Reese's hands split one open and its contents spill out.

	FULL SHOT

	Sarah looks through Reese's haul.

						SARAH
				Let's see.  Corn syrup.

				Ammonia.  Moth balls...
				Mmm.  What's for dinner?

						REESE
					(preoccupied)
				Plastique.

	There are also boxes of shotgun shells, road flares, tape,
	scissors, pans, a strainer and many other odd utensils,
	substances, chemicals.

						SARAH
				What's that?

						REESE
				Nitroglycerin, basically.
				Bit more stable.  I learned
				howto make it when I was a
				kid.

	Sarah looks a bit stricken as she contemplates the evening
	ahead.

									CUT TO:

 209	EXT. HIGHWAY/CHEVY CAMARO - NIGHT				  209

	The dashlight illuminated Terminator from beneath as he drives
	through the night.  He looks like Death.  His left eye
	glows a faint red in the darkness.

									CUT TO:

 210	INT. MOTEL ROOM - NIGHT						  210

	A heartwarming domestic scene.
	Sarah and Kyle have pulled the dresser out to use as a
	worktable.  Pans, packages and bottles clutter the kitchen,
	B.G.  On the table between them are eight ten-inch lengths
	of PLUMBER'S PIPE, threaded each end.  Kyle is showing
	Sarah how to tamp the HIGH-EXPLOSIVE PUTTY into the pipe
	bombs and seal them shut.

						REESE
				Make sure there's none on the
				threads, like this.  Now screw
				the end-cap on...very gently.

						SARAH
				You must have had a fun child-

				hood.

						REESE
				That's good.  Now, seven more
				like that while I make fuses.

						SARAH
				I was thinking, there's so
				much I've got to show you
				when we get through this.
				It's mind boggling, the pos-
				sibilities...Disneyland, the
				beach, movies...matinees with
				popcorn and foot-long hot dogs...

						REESE
				Hot dogs?

						SARAH
				I want to buy you a hot dog so
				bad,Kyle...all the things you've
				never seen and done.  You're here,
				but wherever you go, and whatever
				you touch, you bring the war with
				you.

						REESE
				My whole life has been combat.

						SARAH
				I want it to be over for you.

						REESE
				Not possible.

						SARAH
				I want it to be over for me too.
				I feel like I slipped over some
				invisible line, that I'm in your
				world now.  Everything's the same,
				but I see it differently.
				It's like, there's you and me,
				and him...but nobody else can
				understand or help or even touch
				us.

	Reese looks up and finally catches her gaze.  He reaches
	out for her hand and it seems he may be taking it to
	comfort her.
	But he turns her wrist to read her watch.

						REESE
				We'll head out at 0200.
				That gives you four hours
				to sleep if you want.  I'll
				finish.

									CUT TO:

 211	INT. MOTEL ROOM - NIGHT						  211

	ANGLE ON TABLE - The bombs are neatly ranked, finished.
	A nylon satchel lies nearby.  The mess is cleaned up.

	WIDE SHOT reveals Reese sitting in silent vigil at the
	window.  The room is dark, lit only by a streetlight
	outside.
	Sarah is asleep on the bed.

	Reese sits cross-legged, shirtless, his body held rigid.
	The image of discipline.  The .357 is held loosely in one
	hand on his lap.  There is a fresh bandage on his shoulder.

	Sarah wakes up and goes to him in the darkness.  He looks
	at her for a moment as she sits beside him, then back outside.

						SARAH
				He'll find us, won't he?

						REESE
				Probably.  Sarah, if I get
				zeroed...

						SARAH
				Don't say that.

						REESE
				If I do, you have to get away,
				disappear without a trace.
				Different country, different
				name, everything.  In case they
				send another one.

						SARAH
				It'll never be over, will it?
				Look at me, I'm shaking.
				Some legend, huh?  You must
				be pretty disappointed.

						REESE
				No.  I'm not.

	Several beats before Sarah speaks again.  Her eyes seem
	luminous in the dark.

						SARAH
					(softly)
				Kyle, the women in your
				time...what were they like?

						REESE
				Good fighters.

						SARAH
				That's not what I meant.
				Was there someone special?

						REESE
				Someone?

						SARAH
				A girl.  You know.

						REESE
					(mechanically)
				No.
					(pause)
				Never.

	He looks away, outside the window

						SARAH
					(softly)
				I'm sorry.

	Sarah studies him for a moment.
	She's sitting slightly behind him and she puts her hands
	on his shoulders and back, tracing the lines of his scars
	with her fingertips.

						SARAH
				So much pain.

						REESE
				Pain can be controlled.
				You disconnect it.

						SARAH
				And so you feel nothing.

						REESE
				It's better that way.

						SARAH
					(with great
					sympathy)
				Oh, Kyle.

	Reese takes a long, slow breath before he answers, and when
	he does his voice has a new quality, an unfamiliar tenderness.

						REESE
				John Connor gave me a picture
				of you once.  I never knew
				why.  It was very old. Torn.
				Faded.  You were young, like
				you are now.  You weren't
				smiling...just a little sad...
				I always wondered what you
				were thinking at that second.

	He closes his eyes, reaches toward her.  His fingertips
	trace the contour of her nose, chin, cheeks.

						REESE
					(continuing)
				I memorized every line, every
				curve...

	He opens his eyes, looking right at hers.

						REESE
					(continuing)
				Sarah, I came across time
				for you.  I love you.
				I always have.

	Sarah is quietly overwhelmed.
	Reese looks away.

						REESE
					(continuing)
				I'm sorry.  I shouldn't
				have said...

						SARAH
				Kyle...

	She leans forward and kisses him.
	His face is frozen.  A mask.
	She continues, tenderly.
	He begins to respond.
	The dam breaks and he holds her in a tight, trembling
	embrace, clinging to her like life itself.

	Kyle picks her up and carries her to the bed.
	She kisses his neck and chest, tracing his scars with
	her lips.

	He unbuttons her blouse very slowly.
	Sarah guides his powerful hands over her.

	A SEQUENCE OF CUTS.  DETAILS.  IMPRESSIONS.

	Sarah, a very close angle, as she grimaces in divine agony.
	Reese, his face rapt.
	His hand, clutching the pillow as if to kill it.
	It is explosive, torrential.  A confluence of fate and will.

									CUT TO:

 212	INT. MOTEL ROOM/LATER - NIGHT					 212

	TIGHT ON SARAH AND REESE in each other's arms.  Lying
	across his chest, she surveys his face as his eyes close
	drowsily.

						SARAH
				I bet you're ticklish.

						REESE
					(uncompre-
					hending)
				Ticklish?

	Sarah's hand moves OUT OF FRAME.  After a moment Reese
	looks down, puzzled.

						REESE
				What are you doing?

						SARAH
					(continuing
					doggedly)
				You'll beg for mercy in
				a second.

	Reese seems unperturbed.  Finally he begins to squirm.

						REESE
				I don't think I like this.

						SARAH
				You're not supposed to.

	Now Reese is becoming desperate.  A grimace spreads across
	his face.  It becomes a grin.  Then he's laughing, trying
	to escape but she won't let him, and they collapse, laughing
	together.
	Sarah gazes at his grin, a glimpse of the Reese that might
	have been, in another life.

	A moment later the grin vanishes at the sound of dogs barking
	outside.
	Reese is off the bed in an instant, crouched tense, eyes
	alert.  Feral as ever.

						REESE
					(whispering)
				Listen to the dogs.

									CUT TO:

 213	EXT. MOTEL OFFICE - NIGHT						213

	The German Shepherd, barking furiously, LUNGES TOWARD
	CAMERA repeatedly, at the end of a chain.

	A dark figure moves by in the F.G., out of the dog's reach.

									CUT TO:

 214/FX  INT./EXT. MOTEL/TERMINATOR'S POV - NIGHT			214/FX

	The digitized view is image-intensified, bright and stark
	as a lunar landscape.  PAN OFF the lunging dog to the row
	of rooms facing the parking lot.

	HANDHELD as we approach the doors.
	It is WIDE ANGLE and the barrel of the AR-180 is visible at
	the bottom of FRAME.
	The nearest vehicle parked in front is a LARGE PICKUP TRUCK
	WITH TWO DIRT BIKES lashed in the bed, seen prominently as
	we pass.

	The POV approaches a door.  Number 14.

	The door is KICKED OPEN.
	Moving inside.
	The assault rifle sprays the room, exploding the indistinct
	forms on the bed.  Staccato glare.  Approaching the bed.
	Nothing there put the shredded remain of sheets and pillows.

	The POV shifts to the BACK DOOR, which is ajar, and moves
	toward it.  Through the door.  Revealing an EMPTY YARD.

									CUT TO:

 215	INT. PICKUP TRUCK/PARKING LOT - NIGHT			215

	Reese is under the dash, playing with the wires.
	Sarah lies on the seat, clutching the nylon satchel, which
	bulges with the explosive charges.  She has dressed hastily
	and is barefoot.

						REESE
				Light it now.

	Sarah has been holding a BIC LIGHTER near the tip of a fuse.
	She thumbs the flame on.  The fuse catches as Reese twists
	the wires and the engine starts to turn over.

									CUT TO:

 216	INT./EXT. MOTEL ROOM - NIGHT					  216

	Terminator spins at the sound of the truck engine catching.

	FAST PANAGLIDE WITH HIM as he runs the
	length of the suite, stops outside the front door.
	Whips the AR to his shoulder.

	The truck is BACKING WILDLY across the lot B.G.
	Terminator turns, looking into CAMERA as a SIZZLING SOUND
	becomes audible.

	DETAIL - PIPE CHARGE, lying just inside the door, in the
	shadows.  The fuse is burning.

	WIDE SHOT - On doorway, from the parking lot, as Terminator
	takes two leaping strides forward and the CHARGE EXPLODES.
	The front of the building is BLOWN TO KINDLING.
	Terminator is flung forward by the blast.

									CUT TO:

 217	EXT. STREET/PICKUP TRUCK - NIGHT				217

	PANNING RAPIDLY as the truck shoots out of the parking lot
	and tears down the street.

									CUT TO:

 218	EXT. MOTEL - NIGHT							  218

	Terminator lies face down, motionless, F.G., as the debris
	from the blast settles.  A YOUNG GUY ON A HONDA 750 crosses
	the parking lot and stops near him, running forward.
	Terminator starts to get up, moving slowly.

						RIDER
					(crouching be-
					side him)
				Don't try to move, buddy.

	MOVING WITH TERMINATOR as he shoves the cyclist aside and
	approaches the BIKE, which is STILL RUNNING.

									CUT TO:

 219/FX  PARKING LOT/TERMINATOR'S POV - NIGHT			219/FX

	Digitized POV, approaching the cycle.  The image reduces
	to GRAPHIC OUTLINES, with separate systems COLOR-CODED.
	It breaks down suddenly into individual SIDE, TOP and PLAN
	VIEWS.  All in less than four seconds.

									CUT TO:

 220	INT./EXT. FREEWAY/PICKUP TRUCK - NIGHT			  220

	Reese slides the truck into an ON-RAMP and guns in onto the
	freeway, burying the throttle.  Traffic is light...a few
	18-wheelers.  The truck tops out at 110 and he holds it.
	They flicker rapidly through pools of light and shadow.

	ANGLE OVER REESE'S SHOULDER as they hurtle forward.  An
	interchange flashes by in an instant.

	PACING WITH THE TRUCK, looking back as a single headlight
	arcs radically across all lanes behind them and grows
	BRIGHTER, CLOSING.

									CUT TO:

 221	EXT. FREEWAY - NIGHT							221

	LOW WIDE ANGLE preceding Terminator on the bike.  He is
	tucked, getting as much speed as possible out of the 750.
	As he GAINS ON THE CAMERA, FILLING FRAME, he unslings the
	assault rifle.  Raises it against the windstream in a one-
	handed pistol grip.

									CUT TO:

 222	INT. PICKUP TRUCK - NIGHT						222

	Reese motions Sarah to keep her head down.  He pulls the
	Colt Python from his coat pocket.  Steering with his elbows,
	he checks the load.  Snaps the cylinder shut.  Glances in
	the rear mirror.  Turns the wheel.

									CUT TO:

 223	EXT. FREEWAY - NIGHT							223

	WIDE ANGLE, following close to Terminator, as he closes on
	the pickup, B.G.  The truck swerves suddenly, diving around
	a TRACTOR-TRAILER.  Terminator leans hard to follow.

	LOW WIDE ANGLE preceding the pickup and Terminator as they
	swerve as high speed.  Reese uses the slow semis as static
	obstacles.  He misses them by inches, TIRES SQUEALING.

	ANGLE OVER SARAH'S SHOULDER, through the front window as
	the back of a SEMI-TRAILER hurtles toward them, straight ahead.

	HIGH ANGLE, following both vehicles as Reese feints RIGHT
	and then skids LEFT.  He slides toward the trailer in a
	FOUR-WHEEL DRIFT as Terminator commits to the right.

	M.C.U. - TERMINATOR, over the barrel of the AR, as he FIRES.

	SIDE ANGLE - PASSING TRUCK-TRAILER, bullets strafe across
	it as the pickup vanishes behind.  Terminator skids the
	bike, barely missing an abutment, and is forced onto an
	OFF-RAMP.

	LOW SIDE ANGLE preceding Terminator as he roars down the
	off-ramp without slowing.  Runs the red light at the bottom
	as a hundred miles an hour.  Climbs the ON-RAMP.

									CUT TO:

 224	INT. PICKUP TRUCK - NIGHT						224

	Sarah is buffeted as Reese fights to control the skidding
	truck.  The angle is past Reese, F.G., on Sarah.
	Terminator appears B.G., converging rapidly as the on-ramp
	joins the freeway.

						REESE
				Switch places with me.

	She slides over him while he keeps the hammer down.

									CUT TO:

 225	EXT. FREEWAY - NIGHT							225

	Reese is out the window to the waist, aiming double-
	handed.  He FIRES.  ONCE.  TWICE.  AGAIN.

	They enter an interchange.  Ahead lies a LONG, SWEEPING
	CURVE, two lanes wide and elevated.

	Terminator rocks back from a round between the eyes that
	bares metal, the FIRES.

	Bullets rake the pickup.
	The windows are blown out.
	The side mirror explodes.
	Reese is hit.  Drops the .357.
	Sarah screams and weaves, barely in control.

									CUT TO:

 226	INT. PICKUP TRUCK - NIGHT						226

	Sarah reaches across and pulls Reese's limp body back
	inside.  He slumps on the seat, moaning.  Stunned.

						SARAH
				Kyle...oh God...

	He has a bullet in the chest.  Another has broken his arm.
	Sarah feels all hope recede.

									CUT TO:

 227	EXT. FREEWAY - NIGHT							227

	Terminator crosses behind the truck, coming up on Sarah's side.
	He FIRES.
	Sarah shrieks as the doorpost next to her head CLANGS WITH
	HITS.

	The short burst EMPTIES THE GUN.
	It CLATTERS TO THE PAVEMENT a moment later, discarded.
	Terminator draws the .38.  Takes aim.

	Sarah SCREAMS.  HITS THE BREAKS HARD.  CRANKS THE WHEEL.
	GLASS behind her EXPLODES with gunfire.

	SWERVING VICIOUSLY the truck SLAMS THE BIKE, sending it
	FLYING INTO A GUARDRAIL.  Terminator goes over the handle
	bars at a hundred miles per hour.

									CUT TO:

 228	INT. PICKUP TRUCK - NIGHT						228

	Sarah fights the wheel, losing control of the slewing pickup.

									CUT TO:

 229	EXT. FREEWAY OVERPASS - NIGHT					 229

	Terminator hits the pavement, tumbling, rolling, sliding
	with a CHATTERING SCREECH and spraying sheets of SPARKS
	as flesh strips away and steel screams on concrete.
	The pickup SWAPS ENDS violently, smashing into the guardrail.

	Terminator hits the guardrail, bounces up, tumbles along the
	top and then pitches OUT INTO SPACE.

									CUT TO:

 230	EXT. INTERSECTING FREEWAY - NIGHT				  230

	Terminator smashes to the pavement in the middle lane and
	lies there, face-down.  Still.

									CUT TO:

 231	INT./EXT. PICKUP/OVERPASS - NIGHT				  231

	Sarah is slammed hard as the truck grinds to a stop against
	the guardrail.  She checks Kyle.  He is barely conscious.
	Sarah heaves open the door.  Runs to the guardrail. Looks down.

									CUT TO:

 232	EXT. LOWER FREEWAY - NIGHT					232

	After a long moment Terminator slowly rolls over and sits up.

	LOW ANGLE as he rises into FRAME, a mass of blood.  Clothing
	and skin in tatters.

	HEADLIGHTS FLARE behind him and an AIRHORN BLARES.

	FULL SHOT as a DOUBLE-TRAILER KENWORTH GASOLINE TANKER smashes
	him down and under with a METALLIC CRASH.

	ANGLE UNDER TANKER as Terminator rolls, clattering, and the
	mass blurs above him.  He RICOCHETS between the pavement and
	the speeding undercarriage until a stray bounce flings him
	up into the rear suspension.

									CUT TO:

 233	EXT. FREEWAY OVERPASS - NIGHT					 233

	UP ANGLE ON SARAH

	at the railing, looking down.  She raises one fist into
	the air triumphantly.

						SARAH
				  Alriiight!

									CUT TO:

 234	INT. TANKER CAB - NIGHT						  234

	The stunned DRIVER hits the brakes.  His PARTNER grabs
	his arm.

						PARTNER
				  Don't stop.

	They lock eyes for a moment.
						DRIVER.
				  I have to, man.

									CUT TO:

 235	EXT. FREEWAY/TANKER							 235

	ANGLE UNDER THE REAR TRAILER

	Terminator clings with inhuman strength to the rear suspen-
	sion.  The pavement blurs by beneath him.  The air brakes
	howl.

									CUT TO:

 236	EXT. FREEWAY OVERPASS - NIGHT					 236

	Sarah watches the truck roll on without leaving a body
	in its wake.
	She feels a premonitory dread.

									CUT TO:

 237	EXT. FREEWAY/TANKER - NIGHT					237

	Beneath the braking  semi, Terminator CRAWLS UPSIDE DOWN,
	hand over hand like a HUMAN FLY, toward CAMERA.  The
	left eye GLOWS LIKE A COAL in the dark.  As the pavement
	stops beneath him he drops off and rolls out from under
	the truck.

									CUT TO:

 238	INT. TANKER CAB - NIGHT						  238

	The driver looks around in astonishment as his door is
	ripped open.
	Terminator appears.  A grisly apparition.
	FLINGS THE DRIVER OUT and takes his place behind the wheel.
	Ignoring the terrified partner, he examines the controls.

									CUT TO:

 238/FX  POV - TERMINATOR							238/FX

	In digitized cyborg-vision we see an ABSTRACT OF THE
	INSTRUMENTS.  The shift lever is extended graphically
	down into a three-dimensional SCHEMATIC OF THE TRANS-
	MISSION.  Analytical DATA PRINTS OUT RAPID-FIRE.

									CUT TO:

 239	EXT. FREEWAY OVERPASS - NIGHT					 239

	From the railing Sarah sees the tanker below as

	a body falls beside it, rolling.
	The truck swings in a slow arc.
	TEARS THROUGH THE DIVIDING FENCE.
	Heads back toward her on the wrong side of the freeway.

	She stares in numb horror.
	The nightmare refuses to end.
	She runs to the crippled pickup and sees a front tire flat,
	shredded by a crumpled fender.

	She searches the cab frantically for the KEYS TO THE
	MOTORCYCLES.  Finds them above the sun visor.

	Sarah leaps into the bed of the pickup and attacks the
	motorcycle strap-downs frantically.
	Panting with terror she rolls the bike off the truck.
	It crashes on its side and she falls on it painfully.

	Straining until she CRIES OUT INVOLUNTARILY, she lifts
	it upright.
	KICKS the engine over.

	LOW ANGLE

	as the tanker crashes back through the divider and starts
	UP THE OVERPASS.  Sarah is trapped in that concrete corridor.
	She kicks for her life.
	The bike catches for a moment.  Dies.

	The truck BELLOWS, down-shifting on the curving grade.
	Sarah kicks again and again, crying out with each stroke.
	Again and again, furiously.
	The engine CATCHES.

						SARAH
					(rapidly)
				  Come on, come on, come on
				  ...run, you...

	The bike runs with a healthy roar.

	LOW ANGLE

	up the face of the tractor-trailer, the retaining wall blur-
	ring by.  Terminator's red eye can be seen through the wind-
	shield.

	Sarah drags Reese, stumbling,to the bike, props him on the
	seat behind her.  He clutches the satchel weakly.

						SARAH
				  Hold on real tight, okay?

	She guns the engine and roars off.

	LOW ANGLE

	as the tanker demolishes the pickup a moment later, TOSSING
	IT OVER THE SIDE LIKE A BEER CAN.

									CUT TO:

 240	EXT. FREEWAY - NIGHT							240

	Sarah hits level freeway with a quarter-mile lead on the
	tanker, distant B.G., but the little bike is overloaded
	and she can't coax it above seventy-five.

	ANGLE ON TANKER roaring forward, shifting up through
	the gears.

	CLOSE ON SARAH AND KYLE, his head lolling on her shoulder.
	He starts to fall sideways.

						SARAH
					(shouting)
				  Hold on, goddamnit!

	He rouses slightly, gripping her tighter.

	HIGH ANGLE - MOVING WITH BOTH VEHICLES as Sarah starts to
	ZIGZAG desperately across all four lanes.  The truck stays
	with her, closing, its trailer WHIPLASHING VIOLENTLY.

									CUT TO:

 241	EXT./INT. TUNNEL - NIGHT						 241

	The truck is right behind them as then enter a TUNNEL.
	A half-mile of exitless concrete and strobing fluorescent
	lights.

	M.C.U. - SARAH AND KYLE (PROCESS SHOT) - He blinks and looks
	back at a SOLID WALL OF METAL AND LIGHTS looming behind them.
	Sarah hunches down.  They hit eighty.

	FULL SHOT - The leviathan dwarfs them, its big tires ROARING
	like the hubs of Hell.

									CUT TO:

 242	EXT. FREEWAY - NIGHT							242

	The tanker is twenty feet behind them as they clear the
	tunnel.  Sarah dodges to one side and LOCKS THE BRAKES.
	The bike slides, fish-tailing.
	The truck roars past, hitting the air-brakes.
	The trailers force her closer and closer  to the guardrail
	as Terminator tries to sandwich her.
	The bike slides to a stop.
	The rearmost set of trailer wheels slams into the guardrail
	right in front of Sarah.

	Sarah emerges from a cloud of tire smoke, cutting across
	all four lances behind the stopped semi.

									CUT TO:

 243	EXT. FREEWAY EMBANKMENT - NIGHT				243

	Sarah tries to ride down the steep embankment but loses
	control, spilling the bike.  She and Kyle tumble down
	the slope.

	MOVING WITH HER as she scrambles, half-dragging Kyle, through
	a row of trees at a chainlink retaining fence.  She crawls
	under the fence, tugs Kyle and the satchel through after.

	Sarah looks up at the source of a SUDDEN THUNDEROUS ROAR.

									CUT TO:

 243/FX  ANGLE ON TANKER								243/FX

	It appears above them, grinding over the embankment.  It
	rolls down the steep slope TOWARD CAMERA, FLATTENING TREES.

									CUT TO:

 244	EXT. INDUSTRIAL SITE - NIGHT					  244

	Sarah and Kyle scramble up and run across the STORAGE LOT
	of a MODERN FACTORY COMPLEX of LOW BUILDINGS.  Kyle struggles
	to keep up, holding the satchel.

	LIKE A JUGGERNAUT the truck follows, smashing through parked
	cars and FLATTENING A PRE-FAB STORAGE BUILDING.

	They enter an alley-like space between two buildings.
	Kyle is fumbling to open the satchel.

	ANGLE BACK as the tanker enters the alley.  It TEARS THE
	CORNER OFF ONE BUILDING as it turns in.  Terminator looks
	down from his mountain of steel.

									CUT TO:

 245	INT. TANKER CAB - NIGHT						  245

	OVER TERMINATOR'S SHOULDER, looking down at a tiny figure
	below, running in the headlights' glare.  It is Sarah, alone.

									CUT TO:

 246	EXT. ALLEY - NIGHT							  246

	Reese crouches in a TRASH-DUMPSTER which is sandwiched
	between the wall and the tanker.  There are only inches
	of clearance as the trailers pass by.

	He lights a PIPE CHARGE, jumps up and wedges it under the
	tank-cylinder of the second trailer.
	He ducks as it rolls on.

	Sarah is stumbling in the glare of the truck's lights.

	E.C.U. - PIPE BOMB, the fuse burning.

	M.C.U. - TERMINATOR, through the windshield, his eye glowing.

	C.U. - REESE huddles in the dumpster.

									CUT TO:

 247/FX  LOW WIDE ANGLE ON SARAH AND TRAILER (PROCESS SHOT)	247/FX

	The REAR TRAILER EXPLODES.  An unbelievable FIREBALL ERUPTS
	SKYWARD, silhouetting Sarah's running figure F.G.
	The dumpster is enveloped by fire and hurled, rolling, down
	the alley.

	Sarah makes it around a corner as the FORWARD TRAILER
	EXPLODES and an OCEAN OF FLAME rolls forward, blasting by her.

	The dumpster topples and Kyle rolls out, surrounded by fire.

 248/FX  SEQUENCE - TERMINATOR						248/FX

	In the center of the inferno Terminator struggles violently.
	His FLESH FIRES AND SIZZLES.  He tears loose from the
	TWISTED WRECKAGE and collapses to the ground.  Sinks into
	a CHARRED MASS.  STOPS MOVING.

	C.U. - TERMINATOR, mouth open, skull-like, motionless
	in the flames.

									CUT TO:

 249	EXT. ALLEY - NIGHT							  249

	Sarah crawls away from the intense heat and lies watching
	the motionless figure in the blaze.

									CUT TO:

 250	EXT. ALLEY/FAR END - NIGHT					250

	Sarah rounds the corner, staggering, searching.
	She sees Kyle crumpled face-down near the dumpster, sheltered
	from the heat by its mass.

	She drags his away.  Rolls him over.

	C.U. - REESE, his head lolls.  He opens his eyes

						REESE
					(weakly)
				  Sarah.

						SARAH
				  We did it, Kyle.  We got it.

	She hugs him.

									CUT TO:

 250/FX  FULL SHOT (PROCESS)							 250/FX

	They hold the embrace, silhouetted by the diminishing flames.
	It would be a wonderful final image.
	Except...TERMINATOR STAGGERS OUT OF THE BLAZE BEHIND THEM.

	M.C.U. - TERMINATOR, the last flakes of flesh are falling
	from him like burning leaves.  His gleaming structure is
	revealed in all its intricacy.  No longer a 'He', but an 'It'.
	It looks like Death rendered in steel.
	A CHROME SKELETON with HYDRAULIC MUSCLES and TENDONS OF
	FLEXIBLE CABLE.  In the sockets of the metal skull, the
	eyeball swivels with a WHIR of tiny servos, both glowing
	red now.

	It turns slowly and fixes its gaze directly INTO CAMERA.

									CUT TO:

 251	EXT. ALLEY - NIGHT							  251

	C.U. - SARAH - She chokes on a scream, crams knuckles in
	her mouth.

	FULL SHOT (FX), as the machine takes a step toward them,
	dragging one MALFUNCTIONING LEG.

	PANAGLIDE WITH KYLE AND SARAH as they stagger to their feet
	and run to the nearest building.  They come to a glass door.
	Kyle kicks it in.  Unlatches it.  They enter dark OFFICES
	to the sound of ALARMS and DISTANT SIRENS.

									CUT TO:

 252	INT. CORRIDORS - NIGHT						252

	Sarah and Kyle run down a corridor.
	Through a door, which they close and lock.
	They move off down a cross-corridor.
	The Terminator BLASTS THE DOOR OFF ITS HINGES, F.G., and
	staggers through.  It starts after their receding figures
	as they round the corner at the end of the hall.

									CUT TO:

 253	INT. OPEN OFFICES - NIGHT						253

	Wracked, exhausted, they stumble through a maze of PARTI-
	TIONED OFFICE CUBICLES.

									CUT TO:

 254	INT. CORRIDOR - NIGHT						254

	The Terminator catches sight of them through a floor-to-
	ceiling window.  It makes an unhesitating right turn through
	the glass.

									CUT TO:

 255	INT. OPEN OFFICES - NIGHT						255

	Sarah and Kyle look back at the sound of SHATTERING GLASS.

	PANAGLIDE PRECEDING THE TERMINATOR as it crashes forward,
	line-of-sight, through the maze.  It splinters partitions.
	Flings desks out of the way.

	FOLLOWING SARAH AND KYLE as they reach a heavy FIREDOOR and
	go through.

									CUT TO:

 256	INT. MANUFACTURING AREA - NIGHT				256

	Kyle slides the bolts on the metal firedoor.  Behind them
	are acres of machinery in darkness.  Silence.
	CRASH!  The Terminator hits the door from the far side.
	Hinges SQUEAL.

	Kyle goes to a LARGE BREAKER PANEL and opens it.  Starts
	throwing switches.  Behind them, machines START UP ONE BY ONE.

						SARAH
					(panting)
				What are you doing?

						REESE
					(weakly)
				Cover...our footsteps...

	He sags, sliding down the wall.  She pulls him up.
	Half-carries him into the maze of machines.
	The dark gallery is filled with WHIRRING, CLANKING SHAPES,
	SHATTERING CONVEYER BELTS and improbable mechanisms lashing
	mindlessly.

	Reese slips to the floor and Sarah is no longer able to
	support him.

						REESE
					(faintly)
				Leave me here.

	Sarah crouches beside him.
	Grabs his shirt front.
	Yells over the machines.

						SARAH
				I'm not leaving you anywhere
				you jerk.  Haven't you figured
				it out?  Kyle, John is our
				son.

	Reese's eyes refocus.

						SARAH
					(continuing)
				There isn't going to be
				anybody else...I don't want
				anybody else.  Listen to
				me!

	She pauses, then resumes in a commanding, military shout.

						SARAH
					(continuing)
				Move!  Reese! Let's go.
				Move you ass!

	She drags him to his feet and he staggers on.

	Hinges SHATTER and the firedoor is hurled inward.
	The Terminator scans the darkness.

	ANGLE - PANNING WITH SARAH AND KYLE as they move through
	the machines.

	The cyborg steps forward, scanning methodically.

	Sarah and Kyle move in a crouch through the treacherous
	tangle of pipes and machinery.  Kyle picks up a length of
	pipe to use as a weapon.  As they climb out onto a cat-
	walk between the two huge mechanisms, Sarah clambers over
	an innocuous CONTROL PANEL.
	Her knee inadvertently hits a RED PUSH BUTTON.
	With a ROAR the stamping-plate of a HYDRAULIC PRESS slams
	down an inch from her hand.
	Startled, she tumbles to the catwalk.

	The Terminator's eyes swivel as he hears the single non-
	rhythmic sound.

	Kyle and Sarah run to the end of the catwalk, but find the
	door there locked.

						SARAH
				Come on!

	They double back to escape the cul-de-sac.  The Terminator
	steps in front of them, cutting them off.

						REESE
					(shouting)
				Run!

	He pushes Sarah roughly and she stumbles away.
	Kyle raises the pipe with his good arm as the Terminator
	advances.

						REESE
					(over his
					shoulder)
				  Run, damn it!

	She hesitates, backing away.
	The cyborg swings at Reese
	STEEL CLANGS ON STEEL.
	Kyle strikes and parries but is sledgehammered back.

	ANGLE ON CATWALK as Kyle lands in a heap, smashed against
	a stanchion of the railing which prevented him falling to
	the factory floor twenty feet below.

	Sarah turns and runs.

	LOW ANGLE PAST REESE, F.G., as the cyborg approaches him.

	E.C.U. - A FUSE BURNING.

	C.U. - KYLE'S FACE streaked with blood, pressed to the
	floor as a metal foot CLANGS DOWN, F.G.   His eyes snap open.

	Sarah falls, gets up, runs on.
	The Terminator draws back for a death blow.
	And Kyle rolls with the last of his strength, raising
	the pipe bomb he has been cradling.  He jams it between two
	hydraulic cylinders just beneath the cyborg's armored  rib-
	cage.  Then rolls off the catwalk.  Terminator has an instant
	to react, reaching for the bomb, before it EXPLODES.

	Sarah is pitched forward by the blast and slides on the
	floor.
	Slams up against one wall.
	A withering spray of shrapnel strafes the walls around her.
	Pieces of scrap metal clatter throughout the factory, rain-
	ing down.

	C.U. - SARAH, very still.  She winces and opens her eyes.
	Slowly looks up.

	POV - SARAH, as the smoke clears.  The Terminator is GONE.
	Unrecognizable clumps of BURNING DEBRIS lie scattered about.
	Looking down through the grating floor she sees Kyle's
	body.
	LOW ANGLE ON KYLE F.G., Sarah on catwalk above.  Kyle's eyes
	are half-open.  Still.  His face peaceful.
	ANGLE ON ONE OF THE FIRES climbing some plastic tubing and
	triggering a SPRINKLER HEAD.  It begins to rain.
	C.U. - SARAH sitting up as the water runs over her.
	She looks down.  Protruding from her right thigh is a TWISTED
	PIECE OF METAL.  Shrapnel.  Part of the cyborg.  She pulls
	it out, grimacing.  Her leg is broken.

	It is a long time before she can gather the will to move.

	SARAH'S POV - She sees a WALL PHONE several yards away,
	beyond the debris from the explosion.
	She starts to crawl toward it.
	She passes A LARGE CLUMP OF DEBRIS, F.G.

	ANGLE ON DEBRIS (FX) as it rolls over suddenly!
	Now recognizable as the TERMINATOR'S HEAD AND ARMS, with
	half of the scattered torso trailing wires and twisted
	metal.

	IT LUNGES FOR HER!

	Sarah wants to scream this time, from the depths of her
	soul, but there is no scream, only a dry shivering sob.

	The Terminator drags itself SCRAPING over the floor, steel
	fingers clutching.

	Sarah is shaking and whimpering as she scrabbles away,
	crawling in agony.

	ANGLE ON CONVEYOR BELT as Sarah flops from the catwalk
	onto the MOVING STRIP.  She is carried into the intricate
	lattice of equipment.  Sarah rolls off weakly before going
	under a set of sorting rollers.

	ANGLE THROUGH MACHINERY - ON THE TERMINATOR (FX) as it crawls
	after her, dragging its body.  It tracks her unerringly,
	EYES GLOWING.

	Sarah moves deeper into the DARK, CLASHING JUNGLE of machinery.
	Around her is a rain-drenched tangle of CABLES, PIPES and
	unforgiving mechanisms of steel.

	The Terminator clambers through after her.

	C.U. - SARAH - Water pours into her eyes as she catches
	sight of something.  A familiar CONTROL BOX.
	She drags herself toward it.

	C.U. - THE TERMINATOR (FX) - It spots her wedged in a tiny
	crawl space.  No way out.

	It crawls the last few feet,EYES RED IN THE DARK.
	Hypnotized, Sarah watches the Terminator REACHING TOWARD HER.
	She is jammed in a corner.
	Sarah's hand claws around to the front of the control panel,
	seeking the RED BUTTON.

	E.C.U. - HER WET FINGERTIPS FEEL THE BUTTON.

	ANGLE ON THE TERMINATOR (FX), his steel hand reaching out.

	E.C.U. - SARAH, her face inexplicably calm, eyes steady in
	that infinite instant.  She clenches her teeth to keep
	from screaming as she WAITS.

	The Terminator's hand reaches for her throat to crush
	the life out of her and end its long mission.

						SARAH
					(voice icy)
				You're...terminated...fucker!

	E.C.U. - BUTTON, as her bloody finger stabs it down.

	FULL SHOT, showing how the cyborg has been led into the
	MAW OF THE HYDRAULIC PRESS.
	THE STAMPING PLATE THUNDERS DOWN!
	Tons of mechanical pressure flatten the Terminator's head
	and body like tin-foil.  The PRESS SCREAMS, jamming solid.
	Lightning snaps out in one brief blaze, leaping to surround-
	ing machinery, arcing to Sarah's wristwatch.  All the
	Terminator's energy is released in one second.

	ANGLE on the narrow gap between the upper and lower plates:
	a pinpoint of red light DWINDLES AND GOES OUT.
	TIGHT ON SARAH, shivering uncontrollably.  The steel fingers
	are frozen an inch from her throat.  She can only stare as
	water runs over her.

									CUT TO:

 257	INT. FACTORY - DAWN							 257

	CLOSE ON the side rail of an ambulance gurney SNAPPING UP
	into position.  Sarah's eyes are closed and she is moved
	OUT OF FRAME.

	WIDE SHOT, showing the gurney being rolled by TWO ATTENDANTS
	past the site of the last explosion.
	SEVERAL POLICE OFFICERS are picking through the debris.

	PANNING WITH THE GURNEY as it is wheeled out, holding on
	TWO FACTORY EMPLOYEES, F.G.
	One, the PLANT MANAGER, bends to examine a piece of the
	cyborg lying at the base of the hydraulic press.
	A COP, B.G., notices this.

						COP
				Look, I told you not to
				touch anything until we're
				done.  You got that?

						MANAGER
				Sure thing, officer.

	He stands and palms a small object to HIS ASSISTANT.  They
	step around the corner.

						ASSISTANT
				What is it?

						MANAGER
				Microcomputer chassis.  But
				I've never seen stuff like
				this anywhere.

						ASSISTANT
				Weird.  Jap stuff, maybe?

						MANAGER
				Keep it out of sight and
				get it down to R and D
				Monday, first thing.

						ASSISTANT
				Good idea.

									CUT TO:

 258	EXT. BUILDING - DAWN							258

	Sarah is being lifted into the ambulance.  She looks
	up as the doors are latched shut.

	TILT UP to follow her gaze.
	The sign above the entrance of the building reads:

	CYBER DYNAMICS CORPORATION

									SLOW DISSOLVE TO:

 259	INT./EXT. LANDROVER - LATE AFTERNOON			259

	MACRO ON CASSETTE RECORDER, the center capstans of a
	tape turning.

						SARAH (V.O.)
				...and the hardest thing is
				deciding what I should tell
				you and what not to.  Well,
				anyway, I've got a while yet
				before you're old enough to
				understand the tapes.  They're
				more for me at this point...
				to help get it all straight.

	COVER SHOT reveals Sarah as the wheel of a dusty landrover
	parked at the pump island of a tiny gas station.  All of
	its signs are in hand-lettered Spanish.  Beyond lies an
	expanse of scrub desert.  The sky scowls with an impending
	storm.

	Sarah speaks quietly into a hand microphone as a dark-
	complected attendant laconically fills her tank.  She
	cradles the cassette recorder in her lap, in the lee of
	her SWOLLEN BELLY.
	She looks to be about SIX MONTHS ALONG.
	Under her down vest she wears a leather shoulder holster
	and the butt of a .357 REVOLVER presses against her
	breast.  She tugs the vest closed as the attendant glances
	her way.  A German Shepherd sits in the back among taped
	boxes and suitcases.

						SARAH
					(continuing)
				Should I tell you about your
				father?  That's a tough one.
				Will it change your decision
				to send him here...knowing?
				But if you don't send Kyle,
				you could never be.  God,
				you can go crazy thinking
				about all this...I suppose
				I'll tell you...I owe him that.
				And maybe it'll be enough if
				you know that in the few hours
				we had together we loved a
				lifetime's worth...

	CLICK.  WHIR.  Sarah jumps at a sound nearby, breaking
	her reverie.  A small MEXICAN BOY has snapped her picture
	with a beat-up Polaroid camera.  He holds it out to her,
	speaking rapid Spanish.

						ATTENDANT
				He says you are very beautiful,
				Senora, and he is ashamed to ask
				five American dollars for this
				picture, but if he does not,
				his father will beat him.

						SARAH
				That's a pretty good hustle,
				kid.  Four.  Quatro.

	The boy takes her four dollars and she watches the
	snapshot develop.  It is a good photograph of her,
	the wind lightly ruffling her hair, expression thought-
	ful, slightly sad.

	We recognize it as the one Reese carried in 2029.
	She slips it into her short pocket.

						ATTENDANT
				Mil trescientos...fifteen dollars
				American.

	As she pays him, distant thunder rolls.
	The boy yells something in Spanish as he runs off.

						SARAH
				What did he say?

						ATTENDANT
					(accented)
				There is a storm coming in.

	Sarah gazes at the thunderheads building up out over the
	desert.  Heat lightning pulses in their depths.

						SARAH
					(quietly)
				I know.

	CAMERA CRANES UP as she pulls away, driving across the
	flat desert on a ribbon of highway.  A brilliant flash
	crescendos from horizon to horizon out at the rim of the
	world.
This script was found in INFlow. It was shameless taken off from somewhere
else, may god, copyright owners and people who worked hard and were not
credited forgive us.