






                                  TERMINATOR







                                      by







                                 James Cameron








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



                          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.
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