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PRIMORDIAL

AI Training Data

1       EXT. CITY STREET - DAY

        Downtown L.A.  Noon on a hot summer day.  On an EXTREME LONG LENS the
        lunchtime crowd stacks up into a wall of humanity.  In SLOW MOTION
        they move in herds among the glittering rows of cars jammed bumper to
        bumper.  Heat ripples distort the torrent of faces.  The image is
        surreal, dreamy... and like a dream it begins very slowly to

                                                DISSOLVE TO:

2       EXT. CITY RUINS - NIGHT

        Same spot as the last shot, but now it is a landscape in Hell.  The
        cars are stopped in rusted rows, still bumper to bumper.  The
        skyline of buildings beyond has been shattered by some
        unimaginable force like a row of kicked-down sandcastles.
        Wind blows through the desolation, keening with the sound of ten
        million dead souls.  It scurries the ashes into drifts, stark
        white in the moonlight against the charred rubble.
        A TITLE CARD FADES IN:

                        LOS ANGELES, July 11, 2029

3       ANGLE ON a heap of fire-blackened human bones.  Beyond the mound is a
        vast tundra of skulls and shattered concrete.  The rush hour crowd
        burned down in their tracks.

4       WE DISSOLVE TO a playground... where intense heat has half-melted the
        jungle gym, the blast has warped the swing set, the merry-go-round
        has sagged in the firestorm.  Small skulls look accusingly from the
        ash-drifts.  WE HEAR the distant echo of children's voices... playing
        and laughing in the sun.  A silly, sing-songy rhyme as WE TRACKS
        SLOWLY over seared asphalt where the faint hieroglyphs of hopscotch
        lines are still visible.

        CAMERA comes to rest on a burnt and rusted tricycle... next to the
        tiny skull of its owner.  HOLD ON THIS IMAGE as a female VOICE speaks:

                                VOICE
                3 billion human lives ended on August 29th, 1997.
                The survivors of the nuclear fire called the war
                Judgment Day.  They lived only to face a new
                nightmare, the war against the Machines...

        A metal foot crushes the skull like china.

        TILT UP, revealing a humanoid machine holding a massive battle rifle.
        It looks like a CHROME SKELETON... a high-tech Death figure.  It is
        the endoskeleton of a Series 800 terminator.  Its glowing red eyes
        compassionlessly sweep the dead terrain, hunting.

        The SOUNDS of ROARING TURBINES.  Searchlights blaze down as a
        formation of flying HK (Hunter-Killer) patrol machines passes
        overhead.  PAN WITH THEM toward the jagged horizon, beyond which we
        see flashes, and hear the distant thunder of a pitched battle in
        progress.

5       EXT. BATTLEFIELD - NIGHT

        THE BATTLE.  Human troops is desperate combat with the machines for
        possession of the dead Earth.  The humans are a ragtag guerrilla
        army.  Skynet's weapons consist of Ground HKs (tank-like robot
        gun-platforms), flying Aerial HKs, four-legged gun-pods called
        Centurions, and the humanoid terminators in various forms.

        SEQUENCE OF RAPID CUTS:
5A      Explosions!  Beam-weapons firing like searing strobe-light.
5B      A gunner is an armored personnel carrier fires a LAW rocket at a
        pursuing Aerial HK, bringing it down in a fiery explosion.
5C      Another APC is crushed under the treads of a massive Ground HK.

5D      A TEAM OF GUERRILLAS in a intense fire-fight with terminator
5E      endoskeletons in the ruins of a building.  Three terminator
5F      endoskeletons advance, firing rapidly.  Another (complete cyborg),
        with flesh ripped open and back broken, gropes for a rifle on the
        ground.

5G      A Centurion overruns a human firing position.  Soldiers are cut
        down as they run.  Fiery explosions light the ranks of advancing
        machines.

6       IN A BLASTED GUN EMPLACEMENT at the edge of battle, a man watches
        the combat with night-vision binoculars.  He wears the uniform of a
        guerrilla general, and a black beret.  He is still amid running,
        shouting techs and officers.

        C.U. MAN, pushing slowly in as the battle rages O.S.  He lowers the
        binoculars.  He is forty-five years old.  Features severe.  The left
        side of his face is heavily scarred.  A patch covers that eye.  An
        impressive man, forged in the furnace of a lifetime of war.  The name
        stitched on the band of his beret is CONNOR.  We push in until his
        eyes fill frame, then...

                                                DISSOLVE TO:

        FIRE.  SLOW, BOILING, ENORMOUS.  FILLING FRAME.

                                VOICE (SARAH CONNOR)
                Skynet, the computer which controlled the machines,
                sent two terminators back through time.  Their
                mission: to destroy the leader of the human
                Resistance... John Connor.  My son.

                The first terminator was programmed to strike at
                me, in the year 1984... before John was born.
                It failed.

                The second was set to strike at John himself,
                when he was still a child.  As before, the
                Resistance was able to send a lone warrior.  A
                protector for John.  It was just a question of
                which one of them would reach him first...

                                                DISSOLVE TO:

7       EXT. TRUCKSTOP - NIGHT

        Wild fingers of BLUE-WHITE ELECTRIC ARCS dance in a steel canyon
        formed by two TRACTOR TRAILERS, parked side by side in the back lot
        of an all-night truck stop.  Then...

        The strange lightning forms a circular opening in mid-air, and in
        the sudden flare of light we see a FIGURE in a SPHERE OF ENERGY.
        Then the FRAME WHITES OUT with an explosive THUNDERCLAP!

        Through the clearing vapor we see the figure clearly... a naked man.
        TERMINATOR has come through.  Physique: massive, perfect.  Face:
        devoid of emotion.  Terminator stands and impassively surveys its
        surroundings.

8       INT. TRUCK STOP DINER - NIGHT

        On a back route to north L.A.  A handful of local TRUCKERS hunch over
        chili-sizes, CAT hats pushed back on their heads.  Three BIKERS are
        playing a game of pool in the back, their Miller empties lining the
        table's rail.  The dive's owner, LLOYD, a fat, aging biker-type in a
        soiled apron, stands behind the bar.  Nothing much going on...

        Then the front door opens and a big naked guy strolls in -- that
        doesn't happen every night.  All eyes simultaneously swivel toward
        Terminator.  Its emotionless gaze passes over the customers as it
        walks calmly through the room.  Everyone frozen, not sure how to
        react.

8A      TERMINATOR POV.  A digitized electronic scan of the room, overlaid
        with alphanumeric readouts which change faster than the human eye
        can follow.  In POV we move past the staring truckers, past the
        owner and the awestruck WAITRESS, and approach a large nasty-looking
        biker puffing on a cigar.  His body is outlined, or "selected", and
        thousands of estimated measurements appear.  His clothing has been
        analyzed and deemed suitable...

8B                              TERMINATOR
                I need your clothes, your boots, and your
                motorcycle.

        The big biker's eyes narrow.  He takes a long draw on this cigar,
        the tip cherry-red hot.

                                CIGAR BIKER
                You forgot to say please.

        He grinds the cigar out on Terminator's chest.  Which produces not
        the slight reaction of pain.  Terminator calmly, and without
        expression, grabs Cigar by his meaty upper arm...
        Cigar screams from the hydraulic grip.

        Terminator doesn't see Cigar's friend, behind him, holding his pool
        cue by the narrow end like a Louisville Slugger.  The heavy send
        whistles in a powerful swing and CRACKS IN TWO across the back of
        Terminator's head.

        Terminator seems not to notice.  Doesn't even blink.  Without
        releasing his grip on Cigar, he snaps his arm straight back and grabs
        Pool Cue by the front of his jacket.  Suddenly the heavyset biker
        finds himself flying through the nearest window.  CRAASSH!

        Terminator hurls Cigar, all 230 pounds of him, clear over the bar,
        through the serving window into the kitchen, where he lands on the
        big flat GRILL.  We hear a SOUND like SIZZLING BACON as Cigar
        screams, flopping jerking.  He rolls off in a smoking heap.

        The third biker whips out a knife with a eight-inch blade and slashes
        at Terminator's face.

        Terminator grabs the arcing blade with his bare hand.  Holding it by
        the razor-sharp blade he jerks is from the guy's hand.
        Ultra-fast here: He flips it.  Grabs the handle like you're supposed
        to hold a knife.  Grabs the biker and slams him face-down over the
        bar.  Then brings the knife whistling down, pinning the biker's
        shoulder to the bar top with his own steel.

9       INT. KITCHEN

        The doors BANGS OPEN and Terminator strides in.
        The Mexican cook does a fast fade as Terminator walks toward Cigar,
        who is cursing in pain on the floor.

        With his deep-fried fingers he struggles to get out the .45 auto
        tucked under his leather jacket.  But he can't even hold onto it.
        Terminator takes it from him.  Instead of pointing it at him,
        Terminator carefully examines weapon, analyzing its caliber and
        operating condition.  Terminator never threatens... that's a human
        thing.  He just takes.

        Cigar senses what he must do when the emotionless eyes come back to
        him.  He slides the keys to his bike across the floor to Terminator's
        foot.  Then painfully starts getting out of his jacket.

10      INT. TRUCK STOP

        Terminator strides from the kitchen, fully clothed now in a black
        leather jacket, leather riding pants, and heavy, clean boots.  He
        moves toward the moaning biker pinned to the pool table.  Without
        slowing his stride he jerks the knife out.  The guy slumps to the
        floor, groaning, behind him.

        Terminator continues toward the front of the diner, passing Lloyd,
        the owner.  At the door, he comes abreast of two truckers who sit
        frozen like a snapshot in mid-bite.  One of the truckers finally
        nods.

                                TRUCKER
                Evening...

        Terminator impassively stares back.  Then moves on out the door.

11      EXT. TRUCK STOP

        Terminator walks out, surveying the parked Harleys.  Sticks the .45
        in his belt and swings one leg over a massive CUSTOM ELECTRO-GLIDE.
        He slips the dagger in his boot and the key in the ignition.  Kicks
        over the engine.  It catches with a roar and he slams the heavy iron
        into gear with a KLUNK.

        Lloyd appears at the diner's door with a sawed-off 10-GAUGE
        WINCHESTER LEVER-ACTION SHOTGUN.  He fires into the air and jacks
        around round in fast, aiming at Terminator's back.

                                LLOYD
                I can't let you take the man's wheels, son.
                Now get off or I'll put you down.

        Terminator turns and considers by coldly.  He eases the shifter up
        into neutral.  Rocks the bike onto its kickstand.  Swings him leg
        over and walks calmly toward the guy.

        Terminator strides right up to Lloyd, staring straight into the
        shotgun's muzzle.  Lloyd starts sweating, trying to decide is he's
        going to kill a man in cold blood.  He's still trying to decide when
        Terminator's hand blurs out like a striking cobra and is somehow
        suddenly holding the shotgun.

        Lloyd gapes, knowing he's screwed.  Then...
        Terminator reaches toward him.  Oh shit...
        And slips the sunglasses out of Lloyd's shirt pocket.  Puts them on.
        Strides back to the Harley and roars off in a shower of gravel.

12      EXT. FREEWAY - NIGHT

        Terminator roars down the freeway, heading for L.A.  Cold neon flares
        across the chrome of the big bike.  The 10-gauge is jammed through
        the clutch and brake cables, across the handlebars.  The lights flow
        over Terminator's wrap-around sunglasses like the tracks of tracer
        rounds.

                                                CUT TO:

13      EXT. OVERPASS - NIGHT

        The First Street Bridge.  Rusting chain-link fence and graffiti-
        covered walls.  An L.A.P.D. BLACK-AND-WHITE cruises the empty street.

        A TREMENDOUS BLUE-WHITE GLARE suddenly spills out between the columns
        of the overpass.  The young UNIFORMED COP in the car whips his head
        around at the source of the light.  He pulls over quickly, in time
        to see...

13A     The powerfully arcing electrical discharge reaches its peak between
        the columns.  Lightning climbs the chain-link fence and light
        standards, lighting up the night, and papers swirl in a blasting
        whirlwind.

13B     The cop climbs from his cruiser as the glow fades.
        He sees vapor dissipating as he approaches the spot where he saw the
        strange light.  He draws his revolver and cautiously moves into the
        shadows between the rows of pillars.

        A NAKED MAN glides from a shadowed doorway behind the cop.  Nothing
        special about him.  Certainly not built like a terminator.  The flash
        of light and fact that he is naked are pretty good clues that he
        just arrived from the future.  His features are handsome bordering
        on severe.  His eyes are gray ice.  Penetrating.  Intelligent.

        THE COP spins at a sound.  Too late.  Mr. X is already on him.  The
        blow is lighting fast and the cop drops like a bag of sand.

        LOW ANGLE as the unconscious cop hits the deck, his BERETTA 9mm
        AUTOMATIC clattering next to him.  A hand ENTERS FRAME and picks up
        this pistol.

                                                CUT TO:

13C     HIGHLY POLISHED BLACK SHOES rounding the rear tire of the police
        cruiser.  FOLLOW THE SHOES to the cruiser's door then MOVE UP as
        Mr. X, dressed now in LAPD blue, climbs behind the wheel.  He
        looks and acts exactly like a cop.  Cool, alert, confident in his
        power, his expression emotionless and judgmental.
        Mr. X, now Officer X, puts the car in gear and drives into the night.

                                                CUT TO:

14      INT. SUBURBAN HOUSE/GARAGE - DAY

        TIGHT ON YOUNG JOHN CONNOR, who at his moment is ten years old and
        busy reassembling the carburetor on his Honda 125 dirtbike.  He has
        ripped Levi's and long stringy hair.  A sullen mouth.  Eyes which
        reveal an intelligence as sharp as a scalpel.  The Ramones' "I Wanna
        Be Sedated" blasts from a boom box next to him.

        A WOMAN, JANELLA VOIGHT, stands in the doorway of the garage,
        yelling over the music.

                                WOMAN
                ...John?  John!  Get in here right now and
                clean up that pigsty of yours.

        John's friend TIM, a thirteen-year-old Hispanic kid, watches as John
        replies by turning up the volume on the boom box.
        Janelle gives up with a SLAM of the house's back door.

                                TIM
                Your foster parents are kinda dicks, right?

                                JOHN
                Gimme that Phillips right there.

15      INT. HOUSE - LIVING ROOM

        Janelle storms into the room.  TOD VOIGHT, her husband, watches
        sports on the TV.  They're both in their thirties.  Middle-class
        working stiffs.

                                JANELLE
                I swear I've had it with that goddamn kid.
                He won't even answer me.
                        (neither does he)
                Todd?  Are you gonna sit there or are you gonna
                do something?

        He sighs.  Throws down the TV's remote and heads for the garage.

16      INT. GARAGE

        John hops on the bike.  Kick-starts it.  Tim picks up John's nylon
        bag, then climbs on the back.  Todd ENTERS and shouts over the
        engine, which John revs louder and louder.

                                TODD
                John!  Get your ass inside right now and do
                what your mother says!

        John pins Todd with a defiant glare.

                                JOHN
                She's not my mother, Todd!

        He revs the engine and peels out of the garage, with Tim almost
        falling off the back.  They take off down the street.

17      EXT. VACANT LOT/DRAINAGE CANAL

        John cuts through a vacant lot to a trail running beside a fenced-in
        drainage canal.  He guns the bike through a hole in the retaining
        fence.  Tim's eyes go wide as they roar down the concrete embankment.

17A     IN THE DRAINAGE CANAL John zig-zags along, throwing up a
        roostertail of muddy water.  Tim shouts, pretending he didn't just
        see his life flash before his eyes.  He slaps John on the back.

                                TIM
                Major moves, homes!  So... where is your
                real mom, anyway?
                        (John doesn't answer)
                She dead or something?

        It's hard to read John's expression.

                                JOHN
                She might as well be.

        John twists the throttle angrily and the bike lunges forward.

                                                CUT TO:

18      EXT. PESCADERO STATE HOSPITAL - DAY

        A SIGN on a chain link fence topped with concertina wire reads:
        PESCADERO STATE HOSPITAL FOR THE CRIMINALLY INSANE.  Beyond it
        squats an imposing four-story building.  Institutional brick.
        Barred windows.  About as inviting as KGB headquarters.  Security
        guards patrol the manicured grass.

19      INT. HOSPITAL - MAXIMUM SECURITY WING

        Sunlight is a barred slash on the bare institutional wall.  The room
        is empty of all furnishings save the bed, a stainless steel sink,
        toilet, and a dented metal mirror.  WE HEAR a rhythmic grunting,
        small explosions of breath in perfectly-metered time.

        PAN TO a bedframe leaned upright against the wall, legs facing
        outward.  A pair of sweaty hands grip one leg.  Tendons knot and
        release as SOMEONE does pull-ups.  A man of tangled hair hides the
        face that comes INTO FRAME, dips out, comes back.

        WIDER.  A WOMAN in a tank top and hospital pants in hanging from the
        top leg of the vertical bedframe.  Her body is straight and taut.
        Knees bent so the feet clear the ground.  The arms are lean and
        muscular.  The inmate, face hidden, pulls up, dips, pulls up.  Like
        a machine.  No change in rhythm.

20      INT. HOSPITAL/CORRIDOR

        FIGURES MOVE TOWARD US down a corridor of polished tile and two-
        tone walls.  DR. PETER SILBERMAN, a smug criminal psychologist,
        leads a group of young INTERNS.  Following laconically, are THREE
        BURLY ATTENDANTS.

                                SILBERMAN
                The next patient is a 29-year old female
                diagnosed as acute schizo-affective disorder.
                The usual indicators... depression, anxiety,
                violent acting-out, delusions of persecution.
                        (the interns nod judiciously)
                Here we are.

        Silberman stops at one of the SOUNDPROOF STEEL DOORS.  There is a two-
        way speaker beneath a tiny window.  Silberman flips the intercom
        switch.

21      INT. CELL

        Silberman's scrubbed and cheerful face at cell window.  HIS VOICE
        comes over the tinny speaker.

                                SILBERMAN
                'Morning, Sarah.

        REVERSE ANGLE as she turns slowly into CLOSE UP.
        SARAH CONNOR is not the same woman we remember from last time.  Her
        eyes peer out through a wild tangle of hair like those of a cornered
        animal.  Defiant and intense, but skittering around looking for
        escape at the same time.  Fight or flight.  Down one cheek is a long
        scar, from just below the eye to her upper lip.
        Her VOICE is a low and chilling monotone.

                                SARAH
                Good morning, Dr. Silberman.  How's the knee?

22      INT. CORRIDOR

        Silberman's smug composure drops a second.  Then returns.

                                SILBERMAN
                Fine, Sarah.
                        (he switches off, speaks to
                        the interns)
                She, uh... stabbed me in the kneecap with a
                screwdriver a few weeks ago.

        Sarah watches them talking about her through the glass, but can't
        hear them.  She feels like a lab animal.  The interns look in at her
        through the glass as Silberman talks.  With her face drawn, eyes
        haggard and hair wild, she looks like she belongs where she is.

                                SILBERMAN
                The delusional architecture is interesting.
                She believes a machine called a "terminator",
                which looks human of course, was sent back
                though time to kill her.  And also that the
                father of her child was a soldier, sent to
                protect her... he was from the future too...
                        (he smiles)
                The year 2029, if I remember correctly.
                        (the interns chuckle)
                Let's move on, shall we?

        As the interns walk on, Silberman steps close to DOUGLAS, the head
        attendant, and speaks low.

                                SILBERMAN
                Douglas, I don't like seeing the patients
                disturbing their rooms like this.  See that she
                takes her thorazine, would you?

        DOUGLAS is 6'4", 250 pounds and warm-hearted at a rattlesnake.  He
        nods, catching Silberman's meaning, and gestures for the other
        attendants to hang back as Silberman moves on in his rounds.

23      INT. CELL

        Sarah looks up as the cell door opens.  Douglas walks in slowly,
        idly tapping his POLICE BATON against the door in a ominous rhythm.
        The other two orderlies ease in behind him.  One of them carries a
        STUN BATON (like a sawed-off cattle prod).  The other has a tray with
        cups of red liquid-thorazine.

                                DOUGLAS
                Time to take you meds, Connor.

        Sarah faces him, weight centered.  Feral eyes darting from one to the
        other.

                                SARAH
                You take it.

        Douglas grins, casual --

                                DOUGLAS
                Now you know you got to be good 'cause you up
                for review this afternoon...

                                SARAH
                I'm not taking it.  Now I don't want any
                trouble...

                                DOUGLAS
                Ain't no trouble at all --

        He whips the baton in a whistling backhand, which --
        WHAP!  Takes her square in the stomach.  She doubles over and drops
        to her knees, unable to breathe.  Douglas tips the bed and it slams
        down with a crash, right new to her.  He takes her stun wand from
        the other attendant and walks forward.

        TIGHT ON SARAH, grimacing and struggling to breathe.

                                SARAH
                You... son of a... AAARRGH!!

        The stun wand hits her between shoulder blades as she tries to rise.
        It drives her to the floor, pinning her like a bug.  Little
        ELECTRIC ARCS CRACKLE as the baton makes her writhe in pain.
        Douglas grabs her by the hair and jerks her up to her knees.  Holds
        the cup of thorazine in front of her lips.

                                DOUGLAS
                Last call, sugar.

        Gasping, she chokes the zombie juice down.

                                                CUT TO:

24      EXT. BANK PARKING LOT - DAY

        John furtively hunches before a Ready-Teller machine at the rear of
        a local bank while his friend Tim stands lookout.  John slips a
        stolen ATM card into the machine slot.  It is something he's rigged
        up, because trailing from the card is ribbon-wire which goes to
        some kind of black-box electronics unit he's got in his ever-present
        knapsack.  He holds the pack between his knees and pulls out a
        little lap-top keyboard, which is also connected to the black-box.

        John enters a few commands and the plasma-screen displays the PIN
        number for that account.  He quickly enters the number on the Ready-
        Teller's keypad and asks it for 300 bucks.  The machine whirs then
        begins dispensing twenty-dollar bills.  Tim looks back over his
        shoulder amazed.

                                JOHN
                Easy money!

                                TIM
                Where'd you learn all this stuff?

        John collects the twenties as the machine kicks them out.  A cool and
        professional electronic-age thief at ten years old.

                                JOHN
                From my mom.  My real mom, I mean.  Come on
                baby...
                        (he grabs the last bills)
                Let's go!

        They sprint around the corner to an --

25      EXT. ALLEY BEHIND BANK

        They huddle behind the building as John counts out Tim's share.
        He folds five twenties and palms them to the other kid.  When John
        opens his wallet to put in his money, Tim notices a picture in a
        plastic sleeve.

                                TIM
                That her?

        John reluctantly shows his friend the Polaroid.  It is a shot of
        Sarah.  Pregnant, in a jeep near the Mexican border.  John doesn't
        know it now, but he will carry the photo with him for over 30 years,
        and give it to a young man named Kyle Reese, who will travel back in
        time to become his father.  Yes, that photo.

                                TIM
                So she's pretty cool, huh?

                                JOHN
                Actually, no, she's a complete psycho.  That's
                why she's up at Pescedero.  She tries to blow up
                a computer factory, but she got shot and arrested.

                                TIM
                No shit?

                                JOHN
                Yeah, she's a total loser.  C'mon, let's check
                out the 7-Eleven, whatya say?

        John has tried to sound casual, but we see in his eyes that is really
        hurts.  He slaps Tim on the shoulder and they jump onto his Honda.
        John fires up and they whine off down the alley.

                                                CUT TO:

26      INT. POLICE CRUISER - DAY

        CLOSE ON COMPUTER TERMINAL, attached to the dash.  A Juvenile
        Division file.  Subject: John Connor.  Below his ARREST RECORD are
        his vital stats.  Mother: Sarah Connor.  Legal Guardians: Todd and
        Janelle Voight.  And below their names, an address: 523 S. Almond.
        Reseda, Ca.

        OFFICER X stares at the screen for a moment.  Then gets out the car.

27      INT./EXT. VOIGHT HOUSE - DAY

        TIGHT ON FRONT DOOR as Todd Voight opens it, revealing the unsmiling
        face of Officer X beyond the screen door.  Todd greets him with a
        weary sigh.

                                OFFICER X
                Are you the legal guardian of John Connor?

                                TODD
                That's right, officer.  What's he done now?

        Officer X ignores the question.  He casually scans the living room.

                                OFFICER X
                Could I speak with him, please?

        Todd shrugs, showing the cop he's past his patience with the boy.

                                TODD
                Well, you could if he was here.  Be he took off
                on his bike this morning.  Could be anywhere.
                You gonna tell me what his is about?

                                OFFICER X
                I just need to ask him a few questions.

        Janelle appears in the doorway behind Todd, concerned.

                                JANELLE
                There was a guy here this morning asking about
                him, too.

                                TODD
                Yeah, big guy.  On a bike.  Has that got
                something to do with it?

        Officer X registers the significance of that.  He realizes who the
        big guy must be.  He smiles.  Reassuringly shakes his head no.

                                OFFICER X
                I wouldn't worry.  Do you have a photograph
                of John?

        Todd stares unhappily at the cop.  Turns to Janelle.

                                TODD
                Get the album, Janelle.

                                                CUT TO:

28      EXT. STREET

        ANGLE THROUGH AN ALLEY from the main street.  We see John and Tim
        flash by on the Honda a block away.  Hold a beat.  Then...

        A BIG CHROME WHEEL ENTERS FRAME.  BOOM UP a leather-clad leg to
        Terminator's implacable face.  It surveys the area slowly as the
        bike idles, then kicks it into gear and moves on, scanning in a
        slow shark-like manner, not aware that it missed its prey by
        seconds.

                                                CUT TO:

29      INT. SARAH'S CELL - DAY

        CLOSE ON SARAH.  She is shackled, hands and feet, to the bed.
        Sunlight falls across her pale face.  A hand enter frame, gently
        stroking her cheek.  She wakes up to see --

        KYLE REESE.  Sitting on the edge of her bed, looking exactly the
        same as we last saw him in 1984.  Scruffy blonde hair and a long
        raincoat.

                                SARAH
                Kyle..?  You're dead.

        He gives her a gentle smile.

                                REESE
                I know.  This is a dream, Sarah.

                                SARAH
                Oh.  Yeah.  They... make me take this stuff...

        He puts a finger to her lips.  Then silently unfastens her restraints.
        They gaze into each other's eyes.  And in the look that his death
        and the horror she has been through since hasn't touched their love
        at all.

                                SARAH
                Hold me.

        She melts into Reese's arms.  Pulls him to her.

                                REESE
                I love you.  I always will.

                                SARAH
                Oh, God... Kyle.  I need you so much.

        She kisses him passionately.  They are locked together in a timeless
        moment.  PUSH IN TIGHT on Sarah as she buries her face in his
        shoulder.  She shuts her eyes tight.  Stay on Sarah as Reese speaks.
        He voice is strangely cold.

                                REESE (O.S.)
                Where's John, Sarah?

        Sarah opens her eyes and he is no longer in her arms.  He is standing
        across the room.  Pinning her with an accusing gaze.

                                SARAH
                They took him from me.

                                REESE
                It's John who's the target now.  You have to
                protect him.  He's wide open.

                                SARAH
                I know!

                                REESE
                Don't quit, Sarah.  Our son need you.

                                SARAH
                        (struggling not to cry)
                I know, but I'm not as strong as I'm supposed
                to be.  I can't do it.  I'm screwing up the
                mission.

                                REESE
                Remember the message... the future is not set.
                There is not fate but what we make for ourselves.

        He turns toward the door.

                                SARAH
                Kyle, don't go!

                                REESE
                        (turning back to her)
                There's not much time left in the world, Sarah.

        Reese goes out the door.  Sarah jumps from the bed, frantic.  Yanks
        the door open.  Follow her out.

30      INT. CORRIDOR

        Sarah staggers from her cell.  Reese is already, impossibly, a
        hundred feet away, striding down the dim corridor.  A silhouette
        in a long coat, disappearing around a corner.

        Sarah runs after him, her bare feet slapping the cold linoleum.
        Her hospital gown floats out behind her as she dream-runs along the
        seemingly infinite corridor.  She reaches the corner, slides around
        it, and...

30A     Slams right into the arms of Douglas and his three helpers.  They
        grab her as she struggles and screams.  The Silberman is there,
        smiling soothingly.  They force her down and she is pinned to
        the floor, screaming.  A new figure approaches... one even more
        menacing.

        TERMINATOR walks toward her, with heavy measured steps.  Backlit,
        eyes concealed by the sunglasses, it stands over her like the angel
        of death itself.  It reaches down and...
        Takes her hand.  Lifts her up.  Leads her to a door.  They go through
        together.  Emerging into...

30B     A BEAUTIFUL SUNLIGHT MORNING.  CHILDREN are playing nearby... sliding
        down slides, clambering through a jungle gym.  Sarah knows this
        dream know... it's is the worst of all her nightmares.  She starts
        to scream but no sound comes out.

30C     THE SKY EXPLODES into WHITE LIGHT.  Everything is seared by the unholy
        glare, hotter than a thousand suns.  The children ignite like
        match heads.  Sarah is burning, screaming silently, everything silent
        and overexposed.  Terminator's flesh and clothing are burning,
        silently.  It grips her hand, Virgil to her Dante in this tour of the
        nuclear-age Inferno.

30D     THE BLAST WAVE HITS... a near-solid wall of compressed air followed
        by 250-mph winds.  The children, charcoal statues frozen in positions
        of play, explode into black leaves of ash and swirl away.  SOUND
        hit now, with a thunderous roar.  Sarah's scream merges with the
        howl of the wind as the blast hits her, exploding the flesh from her
        bones.  Beside her, Terminator is stripped of its burnt flesh,
        becoming a smoking skeleton of steel.

30E     Then she wake up... in her cell, shackled to the bed.  Sunlight hurts
        her eyes.  She looks desperate and defeated.  She knows the war is
        coming.  It visits her every time she closes her eyes.  Lost and
        alone, Sarah feels all hope recede for herself and for humanity.
CUT TO:

31      INT. PESCADERO STATE HOSPITAL - INTERVIEW ROOM

        TIGHT ON VIDEO SCREEN, playing a previously-recorded session.
        Sarah is in a strait-jacket, talking softly.

                                VIDEO SARAH
                ... it's... like a giant strobe light, burning
                right through my eyes... but somehow I can still
                see.  Look, you know the dream's the same every
                night, why do I have to --

                                VIDEO SILBERMAN
                Please continue...

31A     The REAL SARAH dispassionately watches herself on the screen.  Her
        expression is controlled.  Silberman watches her watching.  They are
        in a brightly-lit interview room.  TWO ATTENDANTS stands nearby.

31B                             VIDEO SARAH
                The children look like burnt paper... black,
                not moving.  Then the blast wave hits them and
                they fly apart like leaves..."

        Video Sarah can't go on.  Real Sarah watches herself cry on tape,
        her expression cold.  We hear Silberman speak on the tape.

                                VIDEO SILBERMAN
                Dreams about cataclysm, or the end of the world,
                are very common, Sarah...

        Video Sarah cuts him off, her mood shifting to sudden rage.

                                VIDEO SARAH
                It's not just a dream.  It's real, you moron!
                I know the date is happens!!

                                VIDEO SILBERMAN
                I'm sure it feels very real to you --

                                VIDEO SARAH
                On August 29th 1997 it's going to feel pretty
                fucking real to you, too!  Anybody not wearing
                number two million sunblock in gonna have a
                real bad day, get it?

                                VIDEO SILBERMAN
                Relax now, Sarah --

                                VIDEO SARAH
                You think you're alive and safe, but you're
                already dead.  Everybody, you, him...
                        (she gestures are the
                        attendant)
                everybody... you're all fucking dead!

        She is raving, half out of her chair.  The orderly moves to inject
        her with something.

                                VIDEO SARAH
                You're the one living in a dream, Silberman,
                not me!  Because I know it happens.  It
                happens!

31C     Silberman pauses the tape... freezing Sarah's contorted face.
        Real Sarah turns away from the screen, he expression stony.

                                SARAH
                I was afraid... and confused.  I feel much
                better, now.  Clearer.

        Silberman gives a calculated paternal smile.

                                SILBERMAN
                Yes.  Your attitude have been very positive
                lately.

        Sarah looks up at him.  Her voice is hopeful.

                                SARAH
                It has helped me a lot to have a goal, something
                to look forward to.

                                SILBERMAN
                And what it that?

        As she answers, WE PULL BACK, revealing that we have been looking
        through a one-way mirror from an adjacent OBSERVATION ROOM.  In the
        shadows of the observation room we see that interns from the
        earlier rounds, and a couple of STAFF PSYCHOLOGISTS.  They smoke and
        make the occasional note.

                                SARAH
                You said I could be transferred to the minimum
                security wing and have visitors if I showed
                improvement in six months.  Well, it's been six
                months, and I was looking forward to seeing my
                son.

                                SILBERMAN
                I see.  Let's go back to what you were saying
                about these terminator machines.  Now you think
                they don't exist?

        CLOSE ON SARAH.  Her voice sounds hollow.

                                SARAH
                They don't exist.  I see that now.

        Silberman leans back, studying her.  Toying with her.

                                SILBERMAN
                But you've told me on many occasions about how
                you crushed one in a hydraulic press.

                                SARAH
                If I had, there would have been some evidence.
                They would have found something at the factory.

                                SILBERMAN
                I see.  So you don't believe anymore that the
                company covered it up?

        Sarah shakes her head no.

                                                CUT TO:

32      EXT. CYBERDYNE SYSTEMS - DAY

        The corporate headquarters of a mega-electronic corporation.  As
        imposing cubist castle of black glass.

33      INT. SECOND FLOOR/ELEVATORS

        The elevator doors slide open with a whisper and MILES DYSON strides
        out.  Black.  In his early thirties.  The star of the Special
        Projects Division.  He's brilliant, aggressive, driven.  Dyson walks
        down the corridor, swinging his arms... a man in a hurry.  A man
        with much to do.

        He reaches a solid security door and zips his ELECTRONIC KEY-CARD
        through the scanner.  The door unlocks with a clunk.
        The sign next to the door reads: SPECIAL PROJECTS DIVISION:
        AUTHORIZED PERSONNEL ONLY.

34      INT. SECURITY STATION

        He nods to the guards as he passes through the security checkpoint.
        They can see all activities on the floor on their bank of monitors.
        He unlocks another service door with his card and enters --

35      INT. ARTIFICIAL INTELLIGENCE (A.I.) LAB

        The lab is quite large, comprising banks of processors, disk drives,
        test bays, prototype assembly areas.  Extremely high tech.

                                DYSON
                Greetings, troops.

        He is jokingly saluted by fellow members.  Not a lab coat in sight.
        This is strictly jeans and sneakers crowd.  All young and bright.
        They sit at their consoles drinking Coke and changing technology as
        we know it.  A young LAB ASSISTANT rushes over to Dyson.  Name tag
        says he's BRYANT.

                                BRYANT
                Mr. Dyson?  The material teams wants to run
                another test on the uh... on it.

                                DYSON
                Yup.  Come on.  I'll get it.

        Dyson produces an unusual-looking KEY from his pocket as they stride
        through the lab.  Bryant has to hustle to keep up.

                                BRYANT
                Listen, Mr. Dyson, I know I haven't been here
                that long, but I was wondering if you could tell
                me... I mean, if you know...

                                DYSON
                Know what?

                                BRYANT
                Well... where it came from.

                                DYSON
                I asked them that question once.  Know what
                they told me?  Don't ask.

36      INT. VAULT ROOM

        Dyson enters with Bryant.  Dyson and a GUARD stand together before
        what looks like a high-tech bank vault.  It requires two keys to
        open, like the launch controls in a nuclear silo.  The guard and
        Dyson insert their keys and turn them simultaneously.  Dyson then
        enters a passcode at a console and the vault unlocks itself with a
        sequence of clunks.  The door swings open and Dyson enters.  Bryant
        stays outside with the guard, who notes Dyson's name and item on a
        clipboard.

37      INT. VAULT

        Dyson walks to a stainless steel cabinet and opens it.  Inside is a
        small artifact in a sealed container of inert gas.  IT -- a ceramic
        rectangle, about the size of a domino, the color of liver.  It has
        been shattered, painstakingly reconstructed and mounted on a metal
        frame.

        Dyson removes the artifact, it its insert-gas, and sets it on a
        specially-designed cart.  He handles it like the Turin Shroud.
        Dyson closes the cabinet.  Turns to the one next to it.  Opens its
        door.  In this cabinet is a larger object... an intricate METAL HAND
        AND FOREARM.

        At the elbow, the metal is twisted and crushed.  But the forearm and
        hand are intact.  Its metal surface scorched and discolored, it
        stands upright in a vacuum flask, as if saluting.  This is all that
        remains of the terminator Sarah destroyed.  Dyson stares at it, lost
        in thought.  The he closes the cabinet, BLACKING OUT FRAME.

                                                CUT TO:

38      INT. INTERVIEW ROOM/OBSERVATION ROOM

        We can see through the one-way mirror into the interview room where
        Sarah is still talking with Silberman.  The OTHER PSYCHOLOGISTS are
        still watching through the mirror.  Reviewing Sarah's condition.

                                SARAH
                So what do you think, Doctor?  I've shown a lot
                of improvement, haven't I?

                                SILBERMAN
                You see, Sarah... here's the problem.  I know
                how smart you are, and I think you're just
                telling me what I want to hear.  I don't think
                you really believe who you've been telling me
                today.

        We go tight on Sarah's reaction.  And we see that Silberman is right.
        She was playing him and it didn't work.  And she knows she's fucked.
        Her tone becomes quite pleading.

                                SARAH
                You have to let me see my son.  Please.  It's
                very important.  He's in danger.  At least let
                me call him --

        Silberman pins her with his sweet reptilian gaze.

                                SILBERMAN
                I'm afraid not.  Not for a while.  I don't see
                any choice but to recommend to the review board
                that you stay here another six months.

        Sarah's eyes turn cold and lethal in one second.  She knows she's
        lost.  She knows this guy is just playing with her, and she --
        LEAPS ACROSS THE TABLE AT HIM.

                                SARAH
                YOU SON OF A BITCH!!

        Silberman jumps back and the attendants dive on her.  She is writhing
        and twisting like a bobcat.  Silberman whips open a drawer and pulls
        out a syringe.  He jabs it into her and she yells --

                                SARAH
                Goddammit.  Let me go!!  Silberman!  You don't
                know what you're doing!  You fuck!  You're dead!
                You hear me!!

        Silberman signals and the attendants drag her out.
        He looks at the doctors behind the glass.  Shrugs.

                                SILBERMAN
                Model citizen.

                                                CUT TO:

39      EXT. 7-ELEVEN STORE - DAY

        Officer X has stopped two young girls in front of a 7-Eleven.  He is
        leaning out the cruiser window and showing them the picture of John.
        The first girl nods.

                                FIRST GIRL
                Yeah, he was here about fifteen minutes ago.  I
                think he said he was going to the Galleria.

                                OFFICER X
                The what?

        The second girl points toward a massive complex visible about the
        houses several blocks away.  Officer X stares at it.

40      EXT. STREET

        Terminator cruises slowly on the bike.  Scanning.  He crosses an
        overpass above a drainage canal and whips his head around at the
        sound of a dirt-bike engine.

40A     TERMINATOR POV -- OF TWO KIDS ON A BIKE DOWN IN THE CANAL.
        THE IMAGE SNAP-ZOOMS IN.  FREEZES ON THE DRIVER'S FACE.
        "IDENT POS" FLASHES NEXT TO THE BLURRY IMAGE OF JOHN.

40B     Terminator wheel the Harley around, cutting onto a street which runs
        parallel to the canal.  Terminator hauls ass at keep John in sight.
        He catches glimpses of the kid through trees and houses.  Loses him.
        Catches one last glimpse of him heading into the parking lot of a
        large SHOPPING MALL.

41      INT. GALLERIA - DAY

        John works his way through a crowded video arcade.  Sees some guys he
        knows.  Stops to talk, striking a pose.  Mall rats in the element.
        We don't hear the dialogue.

42      INT. GALLERIA PARKING LOT

        TERMINATOR'S idling Harley shakes the parking garage walls.  He stops
        at a row of bikes near the escalators.  John's little Honda sits
        proudly with the big street bikes.  Terminator parks.

43      INT. GALLERIA

        OFFICER X is moving through the flow of shoppers.  The place is a zoo.
        He stops some kids and shows them the picture.  They shrug.

43A     IN A CROWDED VIDEO ARCADE JOHN is lost in an intense battle, going for
        a new high score at "Missile Command".  He parries deftly at the enemy
        ICBMs deploy their MIRVs... the warheads stream down... it's more than
        he can deal with.  The world gets nuked.  Game over.  He slouches
        away from the game, looking for another.  Bored.

        RACK FOCUS to Officer X passing the entrance of the store behind him.
        The cop moves on, down the concourse, out of sight.
        John gets in an "Afterburner" simulator game.

43B     ON TERMINATOR, walking through the crowd in slow motion.  Scanning.
        He moves with methodical purpose, knowing the target is close.  We
        see that he is, incredibly, carrying a box of LONG-STEM ROSES.  Like
        some hopeful guy with a hot date.

43C     THE COP is pointed toward the arcade by come kids hanging out at the
        multi-cinema.  He walks into the maze of kids engaged in synthesized
        combat.  Cheap electronic effects blare above the crowd noise.

43D     JOHN is shooting down MiGs at Mach 2.  His friend Tim slides up next
        to him.  Taps him on the shoulder, trying to play it cool.

                                TIM
                Some cop is scoping for you, dude.

        John looks around the corner of the "Afterburner" ride.  Sees the cop
        showing a picture to some of the kids.  The kids point his way.

        John ducks just as the cop glances over.  He slinks out the other side
        of the ride and heads for the back of the store, instinctively
        retreating.  Sarah has taught him that cops are bad news.

        THE COP scans the crowded arcade.  Glimpses John, looking back as he
        moves around a row of machines.  Starts toward him.

        JOHN sees the cop homing in and starts walking fast.  Looks back.
        THE COP is shoving through clots of kids.  One of them is slammed to
        the floor.  As eddy of outrage behind the cop as he gains speed.
        John breaks into run.  So does the cop.
        Kids scatter like ten-pins as the cop charges after John.
        John sprints through the arcade's back officer and store-rooms.

44      INT. SERVICE CORRIDOR

        John emerges through a firedoor into a long corridor with connects
        to the parking garage.  He's running full out, when around the corner
        ahead of him comes...

        TERMINATOR.  Time stretches to nightmarish crawl as John tries to
        brake to a stop.  Terminator reaches into the box of roses.

        SLOW MOTION.  The cold back steel of the SHOTGUN emerges at the box
        falls open, the roses spilling to the floor.  TERMINATOR'S BOOT
        crushes the flowers as it moves forward.

        JOHN, transfixed by terror, is trapped in the narrow featureless
        shooting gallery of the corridor.  THE SHOTGUN COMES UP.  Terminator
        expressionlessly strides forward.  Jacks a round into the chamber,
        slow and fluid.

        John looks behind him for a place to run.  Sees the cop coming toward
        him, pulling his Beretta pistol.  Incredibly, John realizes the cop
        is aiming his gun at him!
        John looks back at Terminator.  He is starting into the black muzzle
        of the 10-gauge now.  Aimed right at his head.  He realizes he's
        screwed.  Then something crazy happens...

                                TERMINATOR
                Get down.

        John instinctively ducks.  Terminator pulls the trigger. KABOOM!

        THE COP catches the SHOTGUN'S BLAST square in the chest just as he
        fires the pistol.  The pistol's shot goes wild.

        TERMINATOR pumps another round into him.  The another.  And another.
        Advancing a step each time he fires, he empties the shotgun into the
        cop, blowing his backward down the corridor.  The sound is DEAFENING.
        Then silence.

        THE COP lies still on his back.

44A     Terminator is now standing right over John.  They both watch as the
        cop, incredibly, sits up unharmed and gets to his feet.  Terminator
        grabs John roughly by his jacket.  Clutches the kid to his chest
        then spins around at the cop opens fire with the Beretta.

44B     The "cop", who not only isn't a cop, he clearly isn't even human,
        pulls the trigger so fast it almost seems like a machine-pistol.

        ON TERMINATOR'S BACK, as the 9mm slugs slam into it, punching bloody
        holes in the motorcycle jacket.

        JOHN is bug-eyed with fear, but completely unscratched.  Terminator's
        body has blocked the bullets.

        The Beretta CLACKS empty.  Terminator turns at the sound.
        Shoves John behind a Coke machine.  Drops the empty shotgun.  Starts
        walking toward the "cop".
        The empty magazine clatters to the floor.
        The cop inserts another one.  Snaps back the slide.
        Terminator still has twenty feet to go.
        He doesn't break his purposeful stride.

        The cop opens fire.  Bullets rake Terminator's chest.  He doesn't
        even flinch.
        Ten feet to go.  BLAM BLAM BLAM BLAM!  Neither the cop nor Terminator
        show the slightest change in expression as the gun rips Terminator's
        wardrobe to shreds.

        CLACK.  The pistol empties again.  Terminator stops two feet in front
        of the cop.  The appraise each other for a second.

        We realize now that the cop is a terminator too.  We don't know the
        details yet, but let's call him the T-1000 (since that's what he is).
        A newer model than the one we've come to know so well (the 800
        Series "Arnold").  This guy's a prototype... and he's got quite a
        few surprises.

        T-1000 AND TERMINATOR size each other up.  Terminator moves first.
        He grabs T-1000 in his massive hands but the T-1000 snaps back with a
        counter-grip.  After about two seconds of intense slamming, the walls
        on both sides of the corridor have all the plaster smashed in, and
        the two battling machines have blasted through the wall and
        disappeared.

        JOHN, totally stunned by all this, remembers to move.  He staggers to
        his feet.  Stumble-runs toward the parking garage.

44C     THIRD LEVEL CONCOURSE.  A plate glass window EXPLODES and Terminator
        crashes through to the tile floor like a sack of cement amid the
        screaming crowd.

44D     T-1000 turns without a word and heads back through the store after
        John, accelerating slowly into a loping, predatory run.

44E     Terminator is totally still.  A JAPANESE TOURIST cautiously steps
        forward and takes a picture of the body.  Suddenly, Terminator's
        eyes snap open.  The stunned tourist backs away.

        He sits up and looks around.  Gets his bearings.  Rises smoothly to
        his feet.  All servos seem to be working fine.  The tourist's camera
        whirs as the motor-drive runs on by itself, taking shot after show.
        The owner isn't even looking through the eyepiece, he's so shocked.

45      INT. PARKING GARAGE

        John is frantically pumping the kick-start of his bike, scared
        shitless and the damned thing won't start.  His hands are shaking so
        badly he can't find the choke.  He looks up to see --
        The T-1000 running down the corridor toward him.
        John fumbles with the choke.  The bike catches.  He slams it in gear
        and spins the bike out into the main aisle of the garage.

        John looks back... the T-1000 is behind him, running.  He twists the
        throttle and guns the little bike forward.  Incredibly, the T-1000
        is gaining.  This nightmare isn't happening.  John races out the exit
        ramp, and charges right into the street.

46      EXT. STREET

        John shoots into the busy traffic.  Cuts off a BIG-RIG TOW TRUCK.
        The DRIVER swears.  Hits his air horn.  What the driver doesn't see
        is the cop, running faster than O.J. Simpson at the airport, who
        emerges onto the street and runs back at his truck.

46A     IN THE TRUCK.  The driver hears a thump as something slams against his
        door, then feels himself pulled right out.  T-1000 slides in and
        takes his place.  The truck is still rolling along about 25 mph.
        T-1000 accelerates after John without missing a beat.  It can see him,
        up ahead, weaving through traffic.

46B     Out of the garage entrance, Terminator roars onto the street on the
        Harley.
        He accelerates after the others.

47      EXT. FLOOD CONTROL CHANNEL

        John slides his bike down the service ramp faster than he's ever done
        it before.  He races along the bottom of the canal, turning into a
        narrower tributary which has vertical sides.

        He looks back.  No sign of pursuit.
47A     Suddenly he sees the sun blocked out by a great shadow.
        The Kenworth tow-truck... big as a house, all chrome and roaring
        diesel engine... crashes through the fence and launches itself right
        into the center of the canal.

        It crashes down, 15 feet to the ground, going about 60, hits at an
        angle and tears into the concrete wall with a hideous grinding of
        metal.  It ricochets back and forth between the walls then, bellowing
        like a gunshot stegosaurus, it just keep on plowing forward, gathering
        speed.

47B     John looks back and sees this wall of metal almost filling the narrow
        concrete canal and he milks every last bit of throttle the little bike
        has.  The Kenworth is all muscle, tearing along the canal like a train
        in a tunnel.  Its big tires send up huge sheets of muddy spray,
        backlit in the setting sun.  It looks like some kind of demon.  And...
        it's gaining.

47C     ABOVE THEM, on the service road running parallel, Terminator is
        fighting to overtake them.  He looks down and sees John with the tow-
        truck from Hell catching up to him.  It is only about twenty feet
        behind him and still gaining.

47D     ANGLE IN THE CANAL, looking back past a desperate John, at the wall
        of metal filling frame behind him.

47E     ABOVE, Terminator cuts the bike suddenly hard to the left, leaving the
        road.  Hitting an earth embankment just right, he jumps the bike into
        the air like Steve McQueen in "The Great Escape" and vaults the fence
        bordering the canal.  It slams down at the edge of the canal and tears
        along, inches from the drop-off on a dirt path, accelerating past the
        truck in the canal below.

47F     John hits some water and slews momentarily, loosing speed.  The
        massive push-plate on the front of the truck slams into his back
        fender.  Panicked, he pulls a little ahead.  All this is happening at
        about sixty miles and hour.  Top speed for the little dirt bike.

47G     SLOW MOTION as Terminator jumps the bike again.  This time the 700-
        pound Harley sails out into space and drops into the canal.  It arcs
        down between the truck and John, hitting on its wheels.  It bottoms
        out, an explosion of sparks under the frame.  Only the ultra-fast
        reflexes of a machine could keep the bike upright.  Terminator fights
        for control.

47H     He guns the throttle and the powerful bike roars up beside John's tiny
        Honda.
        Terminator sweeps the kid off his machine with one arm and swings him
        onto the Harley, in front of him.  John's Honda weaves and falls,
        smashing instantly under thundering tires.

        The Harley roars ahead.  It hits eighty.  Ahead is an overpass, and
        supporting it is an abutment which bisects the canal into two
        channels.  The Harley thunders into one channel, which is essentially
        a short tunnel.

47I     The truck can't fit on either side.  Neither can it stop, at that
        speed.  Tires locked, it slides on the muddy concrete and piles into
        the concrete abutment at seventy.

47J     Terminator and John emerge from the tunnel, looking back to see a
        fireball blasting through behind them as the truck's side-tanks
        explode.

        Terminator stops the Harley.  John peers around his body to see the
        destruction.  A burning wheel wobbles out of the tunnel and flops in
        the mud.  Terminator revs the bike and they roar away, down the canal,
        disappearing around a bend.

47K     ANGLE ON THE FIRE, as a column of black smoke rises from the overpass.
        Smoke boils from the tunnel as well, and inside it is a solid wall of
        flame.  A figure appears in the fire.
        Just an outline.  Walking slowly... calmly.
        The figure emerges from the flames.

        It is human-shaped but far from human.  A smooth chrome man.  Not a
        servo-mechanism like Terminator is underneath, with its complex
        hydraulics and cables... this thing is a featureless, liquid chrome
        surface, bending seamlessly at knees and elbows as it walks.  It
        reminds us of mercury.  A mercury man.  Its face is simple, unformed.
        Unruffled by thousand-degree heat, it walks toward us.

        With each step detail returns.
        First the shape and lines of its clothing emerge from the liquid
        chrome surface, then finer details... buttons, facial features,
        ears...

47K     But it's still al chrome.  With its last step, the color returns to
        everything.  It is the cop again... handsome young face, blond hair,
        mustache.  Icy eyes.  It stops and looks around.

        It is a perfect chameleon.  A liquid metal robot.  A killing machine
        with the ultimate skills of mimicry for infiltration of human society.

47L     ANGLE NEARBY, as several police cruisers and a fire truck pull up.
        T-1000 climbs out of the canal behind them.  More cops arrive.  T-1000
        blends in perfectly.  There are always cops at diasters and scenes of
        violence.  We now see why its choice of protective mimicry is so
        perfect.
        It walks among the other cops unnoticed.
        Gets into one of the squad cars.  Starts it and drives away.

48      EXT. SIDE STREET - NIGHT

        Terminator, with John in front of him on the Harley, roars down the
        empty street.  John cranes his neck around to get a look at the
        person/thing he is riding with.  The image is strangely reminiscent
        of father/son, out for an evening ride.

        John is still in shock from the experience of what just happened and
        he's just a ten-year kid, but he's also John Connor who will someday
        rise to greatness, and we see a bit of that in him even know.

                                JOHN
                Whoa... time out.  Stop the bike!

        Terminator immediately complies.  He leans the bike into a turn.
        They head into a nearby alley.

49      EXT. ALLEY

        Terminator and John rolls into the alley and come to a stop.  John
        slides off the gas tank.  Terminator impassively stares at him.  John
        checks him out.  Tentatively speaks.

                                JOHN
                Now don't take this the wrong way, but you are
                a terminator, right?

                                TERMINATOR
                Yes.  Cyberdyne Systems, Model 101.

                                JOHN
                No way!

        John touches Terminator's skin.  Then the blood on his jacket.
        His mind overloads as the reality of it hits him.

                                JOHN
                Holy shit... you're really real!  I mean...
                whoah!
                        (stepping back)
                You're, uh... like a machine underneath, right...
                but sort of alive outside?

                                TERMINATOR
                I'm a cybernetic organism.  Living tissue over
                a metal endoskeleton.

                                JOHN
                This in intense.  Get a grip, John.  Okay, uh...
                you're not here to kill me... I figured that part
                out for myself.  So what's the deal?

                                TERMINATOR
                My mission is to protect you.

                                JOHN
                Yeah?  Who sent you?

                                TERMINATOR
                You did.  Thirty years from now you reprogrammed
                me to be your protector here, in this time.

        John gives him an amazed look.

                                JOHN
                This is deep.

50      EXT. STREET - NIGHT

        John and Terminator on the bike again, weaving through the side
        streets.  They blend into the evening traffic.  In the darkness,
        Terminator's wounds are not readily visible.  John cranes his head up
        and back.

                                JOHN
                So this other guy?  He's a terminator too,
                right, like you?

                                TERMINATOR
                Not like me.  A T-1000.  Advanced prototype.
                A mimetic polyalloy.

                                JOHN
                What does that mean?

                                TERMINATOR
                Liquid metal.

                                JOHN
                Radical.

                                TERMINATOR
                You are targeted for termination.  The T-1000
                will not stop until it complete its mission.
                Ever.

        John mulls that over.

                                JOHN
                Where we going?

                                TERMINATOR
                We have to leave the city, immediately.  And
                avoid the authorities.

                                JOHN
                Can I stop by my house?

                                TERMINATOR
                Negative.  The T-1000 will definitely try to
                reacquire you there.

                                JOHN
                You sure?

                                TERMINATOR
                I would.

                                                CUT TO:

51      EXT. PAYPHONE

        John is quickly going through his pockets for change.  He has plenty
        of bills but no quarters.

                                JOHN
                Look, Todd and Janelle are dicks but I gotta
                warn them.  Shit!  You got a quarter?

        Terminator reaches past John and smashes the cover plate off the
        phone's cash box with the heel of his hand.  A shower of change
        tumbles out.  Terminator hands one to John.  John dials.

52      INT. VOIGHT HOUSE - KITCHEN - NIGHT

        Janelle Voight picks up the kitchen phone and cradles it with her
        shoulder which she continues to chop vegetables with a large knife.
        She answers sweetly.

                                JANELLE
                Hello?

                                JOHN
                        (filtered through phone)
                Janelle?  It's me.

        In the backyard, John's German Shepherd is going bonkers, barking at
        something.

                                JANELLE
                John?  Where are you, honey?  It's late.  You
                should come home, dear.  I'm making a casserole.

        AT THE PAYPHONE.  John listens, an odd look on his face.  He covers
        the phone's mouthpiece and turns to Terminator.

                                JOHN
                        (whispering)
                Something's wrong.  She's never this nice.

        IN THE VOIGHTS' KITCHEN.  Todd comes through the kitchen's back door.
        Just home from work.  He ignores Janelle and opens the fridge.  Grabs
        a carton of milk.  Takes a sip.  Frowns at the dog's barking.

                                TODD
                What the hell's the goddamn dog barking at?
                SHUT UP, YOU MUTT!

        TIGHT ON JANELLE as Todd growls around the kitchen behind her.  He
        passes OUT OF FRAME next to her.  Janelle switches the phone to her
        other hand then... THUNK!  Her free hand seems to do something out of
        frame.  There is a gurgling, and the sound of liquid dribbling onto
        the floor. (Don't go away.  We'll find out what happened in a moment)

        AT THE PAYPHONE

                                JOHN
                The dog's really barking.  Maybe it's already
                there.  What should I do?

        Terminator takes the phone from John's hand.  Janelle's voice is
        floating through the receiver.

                                JANELLE
                        (filtered)
                John?  John, are you okay?

        Terminator speaks into the phone in a perfect imitation of John's
        voice...

                                TERMINATOR
                        (in John's voice)
                I'm right here.  I'm fine.
                        (to John, a whisper)
                What's the dog's name?

                                JOHN
                Max.

        Terminator nods.  Speaks into the phone.

                                TERMINATOR
                Hey, Janelle, what's wrong with Wolfy?  I can
                hear him barking.  Is he okay?

                                JANELLE
                        (filtered)
                Wolfy's fine, honey.  Where are you?

        Terminator unceremoniously hangs up the phone.  Turns to John.

                                TERMINATOR
                Your foster parents are dead.  Let's go.

        Terminator heads for the bike.  John, shocked, stares after him.

53      INT. VOIGHT HOUSE/KITCHEN

        Janelle hangs up the phone.  Her expression is neutral.  Calm.

        PAN OVER along her arm, which is stretched out straight from the
        shoulder.  Partway along its length her arm has turned smoothly into
        something else... a metal cylinder which tapers into a sword-like
        spike.  Now we see Todd Voight PINNED TO A KITCHEN CABINET by the
        spike which has punched through his milk carton, through his mouth
        and exits the back of his head into the cabinet door.  His eyes are
        glassy and lifeless.

        The spike is withdrawn -- SWIISHHTT! -- so rapidly, Todd is actually
        standing there a second before he slumps out of sight.  THUMP.
53A     Janelle doesn't bat an eye as the spike smoothly changes shape and
        color, transforming back into a hand, and then...

53B     JANELLE CHANGES rapidly into the COP we now know as the T-1000.  The
        change has liquid quality.  T-1000 opens the back door.

54      EXT. VOIGHT HOUSE/BACKYARD - NIGHT

        T-1000 approaches the big German Shepherd, which slinks away from it,
        barking in fear.  T-1000 walk right into CLOSE UP.  Reaches down, OUT
        OF FRAME.  We hear that sickening THUNK followed by a shrill YELP.
        Then T-1000's hand snaps up INTO FRAME holding a bloody dog collar.
        The tag reads "MAX".
        T-1000 nods thoughtfully.  Heads back to the house.

55      EXT. PARKING LOT - NIGHT

        Dark.  Off a quiet street.  Terminator stands near the Harley,
        watching John pace before him.  John's brain is calling time-out.
        This is all too weird.

                                JOHN
                I need a minute here, okay?  You're telling me
                it can imitate anything it touches?

                                TERMINATOR
                Anything it samples by physical contact.

        John thinks about that, trying to grasp their opponent's parameters.

                                JOHN
                Like it could disguise itself as anything...
                a pack of cigarettes?

                                TERMINATOR
                No.  Only an object of equal size.

        John's still reeling from meeting one terminator, which now seems
        downright conventional next to the exotic new model.

                                JOHN
                Well, why doesn't become a bomb or something to
                get me?

                                TERMINATOR
                It can't form complex machines.  Guns and
                explosives have chemicals, moving parts.  It
                doesn't work that way.  But it can form solid
                metal shapes.

56      INT. VOIGHT HOUSE - NIGHT

        T-1000 walks down the dark hall.  It passes the bathroom and we see
        the real Janelle's legs through the half-open door.  The shower is
        running.  Her blood mixes with water on the white tile floor.

56A     In John's bedroom the T-1000 begins searching methodically in the
        dark.
        Calmly and dispassionately ripping the room apart for any clues that
        could lead it to its target.  T-1000 finds a box of audio cassettes
        marked "Messages from Mom".  In it are some letters, and envelopes
        filled with snapshots.  It begins looking through some of the
        photos...

        SHOT OF JOHN AND SARAH during the missing years.  Sarah in olive
        cammos with an RPG 7 grenade launcher, teaching John how to aim.
        Sarah with a group of military-clad Guatemalan men, standing next to
        cases of Stinger missiles.  John and Sarah in a Contra camp, deep in
        the mountains.

57      EXT. PARKING LOT - NIGHT

        John is now sitting on the curb, lost in stunned thought.  Terminator
        stands above him, watching the street like a Doberman.  He glances
        down at John.

                                JOHN
                We spent a lot of time in Nicaragua... places
                like that.  For a while she was with this crazy
                ex-Green Beret guy, running guns.  Then there
                were some other guys.  She'd shack up with
                anybody she could learn from.  So then she
                could teach me how to be this great military
                leader.  Then she gets busted and it's like...
                sorry kid, your mom's a psycho.  Didn't you
                know?  It's like... everything I'd been brought
                up to believe was just made-up fantasy, right?
                I hated her for that.
                        (he looks up)
                But everything she said was true.
                        (he stands)
                We gotta get her out of there.

                                TERMINATOR
                Negative.  The T-1000's highest probability for
                success now would be to copy Sarah Connor and
                wait for you to make contact with her.

                                JOHN
                Oh, great.  And what happens to her?

        Terminator's reply is matter-of-fact.

                                TERMINATOR
                Typically, the subject being copied is
                terminated.

                                JOHN
                TERMINATED!?  Shit!  Why didn't you tell me?
                We gotta right now!

                                TERMINATOR
                Negative.  She is not a mission priority.

                                JOHN
                Yeah, well fuck you, she's a priority to me!

        John strides away.  Terminator goes after him and grabs him arm.
        John struggles against the grip.  Which doesn't do him much good.

                                JOHN
                Hey, goddammit!  What's your problem?

        Starts dragging John back to the bike.  John spots a couple of
        collage-age slab-o-meat JOCK-TYPES across the street and starts
        yelling to them.

                                JOHN
                Help!  HELP!!  I'm being kidnapped!  Get this
                psycho off of me!

        The TWO JOCKS start toward him.  John yells in outrage to Terminator.

                                JOHN
                Let go of me!!

        To his surprise, Terminator's hand opens so fast John falls right on
        his butt.
        He looks up at the open hand.

                                JOHN
                Oww!  Why'd you do that?

                                TERMINATOR
                You told me to.

        John stares at him in amazement as he realizes...

                                JOHN
                You have to do what I say?!

                                TERMINATOR
                That is one of my mission parameters.

                                JOHN
                Prove it... stand on one foot.

        Terminator expressionlessly lifts one leg.
        John grins.  He's the first on his block...

                                JOHN
                Cool!  My own terminator.  This is great!

        The two guys get there and look at Terminator standing there calmly
        with one leg up in the air.  This big guy in black leather and dark
        glasses, standing like a statue.

                                FIRST JOCK
                Hey, kid.  You okay?

        John turns to him.  No longer needing to be rescued.

                                JOHN
                Take a hike, bozo.

                                FIRST JOCK
                Yeah?  Fuck you, you little dipshit.

                                JOHN
                Dipshit?  Did you say dipshit?!
                        (to Terminator)
                Grab this guy.

        Terminator complies instantly, hoisting him one-handed by the collar.
        the guy's legs are pinwheeling.

                                JOHN
                Now who's the dipshit, you jock douchebag?

        Immediately, things get out of hand.  The guy's friend jumps behind
        Terminator and tries to grab him in a full nelson --
        Terminator throws the first guy across the hood of a car --
        Grabs the second by the hair, whips out his .45 in a quick blur, and
        aims the muzzle at the guy's forehead.
        John grabs Terminator's arm with a yell as he pulls the trigger --
        John's weight is just enough to deflect the gun a few inches.  The
        guy flinches, stunned by the K-BOOM next to his ear.  He stares,
        shocked.  Pissing himself.  John is freaking out, too.
        He screams at Terminator.

                                JOHN
                Put the gun down!  NOW!!

        Terminator sets the .45 on the sidewalk.  John scoops it up fast then
        turns to the shocked civilians, who can't believe what just happened.

                                JOHN
                Walk away.

        They do.  Fast.  John grabs Terminator by the arm and tugs him toward
        the bike.  John still holds the gun, reluctant to give it back.

                                JOHN
                Jesus... you were gonna kill that guy!

                                TERMINATOR
                Of course.  I'm a terminator.

        John stares at him.  Having your own terminator just became a little
        bit less fun to him.

                                JOHN
                Listen to me, very carefully, okay?  You're not
                a terminator any more.  Alright?  You got that?
                You can't just go around killing people!

                                TERMINATOR
                Why?

                                JOHN
                Whattaya mean, why?  'Cause you can't!

                                TERMINATOR
                Why?

                                JOHN
                You just can't, okay?  Trust me on this.

        Terminator doesn't get it.  John just stares at him.  Frightened at
        what just almost happened.  He gets a glimpse of the responsibility
        that comes with power.  Finally he hands the .45 back to Terminator,
        who puts it away.

                                JOHN
                Look, I'm gonna go get my mom.  You wanna come
                along, that's fine with me.

                                                CUT TO:

58      INT. VOIGHT HOUSE/BEDROOM - NIGHT

        T-1000 finds an envelope... a letter from Sarah to John sent since
        she's been at Pescadero State Hospital.  It reads the return address
        on the envelope.  It has what it needs.  It picks up a tape player
        and the battered shoebox full of Sarah's tapes and exits.

                                                CUT TO:

59      CLOSE ON A BLACK & WHITE PHOTOGRAPH.  The image is a nightmare from
        the past.  It is a surveillance camera still-frame from the L.A.
        police station where the first terminator made such an impression in
        1984.  We see the blurry forms of the cop frozen in the emergency
        lights of a burning corridor.

        A black-clad figure stands at the end of the corridor.  The guy has
        short-cropped hair and dark glasses.  An AR-80 assault rifle in one
        hand, and a 12-gauge in the other -- holding them both like toy
        pistols.
        ANOTHER PHOTO is slapped on top of the first.  Another still-frame
        blow-up is placed over the last.  Terminator looms in CLOSEUP.

                                DETECTIVE WEATHERSBY (O.S.)
                These were taken at the West Highland police
                station in 1984.  You were there.

        WIDER.  We're in --

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