-- TERMINATOR 2  --  


1   ext. city street - day  1

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 2

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 3 vast tundra of skulls and shattered concrete.   The rush hour
crowds burned down in their tracks.

4   WE DISSOLVE TO a playground... where intense heat has half-melted
    the   4 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 TRACK 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.   It's glowing red eyes
compassionlessly sweep the dead terrain, hunting.

    TERMINATOR 2 - Rev.  9/10/90        2

4   The SOUND of ROARING TURBINES.  Searchlights blaze down as a    4
    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    5

THE BATTLE.  Human troops in desperate combat with the machines for
possession of the dead Earth.  The humans are a ragtag guerrilla army.
Skynet's weapons consist of the 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-lights.    5A* 5B  A gunner in an armored personnel
carrier fires a LAW rocket at a pursuing   5B Aerial HK, bringing it
down in a fiery explosion. 5C  Another APC is crushed under the treads
of a massive Ground HK. 5C

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


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

6   IN A BLASTED GUN EMPLACEMENT at the edge of battle, a man watches
    6 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 CONNER.  We push in until his eyes
fill frame, then...

                                DISSOLVE TO

    FIRE.  SLOW ROILING, ENORMOUS.  FILLING FRAME.  *

    VOICE (SARA CONNER) * Skynet, the computer which controlled the   *
    Machines, sent two terminators back through     * time.  Their
    mission: to destroy the leader of the  * human Resistance... John
    Conner.  My son.   *

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


    TERMINATOR 2 - Rev.  9/10/90        3

6   VOICE (SARA CONNER) 6* 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  7

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   8

On a back route north of L.A.    A handful of local TRUCKERS hunch over
chili-sizes, CAT hats pushed back on the heads.  Three BIKERS are
playing a game of pool in the back, their Miller empties line 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 here every night.  All eyes simultaneously swivel toward
Terminator.  It's emotionless gaze passes over the customers as it walks
calmly through the room.  Everyone freezes, not sure how to react.

8A  TERMINATOR POV.  A digitized electronic scan of the room, overlaid
    with     8A 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  8B I need your clothes, your boots, and your motorcycle.

    The big biker's eyes narrow.   He takes a long draw on his cigar,
    getting 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
slightest reaction of pain.  Terminator calmly, and without expression,
grabs Cigar by his meaty upper arm... Cigar screams from the hydraulic
grip.


8B  Terminator doesn't see Cigar's friend, behind him, holding his pool
    cue by the  8B narrow end like a Louisville slugger.   The heavy end
    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 and jerking.  He rolls off in a smoking heap.

The third biker whips out a knife with an 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 it 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    9

The door 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 the 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 10

Terminator strides from the kitchen, fully clothed now in a black
leather jacket, leather riding pants, and heavy cleated 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.

10  TRUCKER 10 Evening...

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

11  EXT. TRUCK STOP     11

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 another round in
fast, aiming at Terminator's back.

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

Terminator turns and considers him coldly.  He eases the shifter up into
neutral.  Rocks the bike onto its kickstand.  Swings his 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 if 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 is 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    12

Terminator roars down the freeway, heading into 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. STREET/ high school - NIGHT    13

A South-Central  L.A. HIGH SCHOOL.  Rusting chain link fences and
graffiti-covered buildings.  An L.A.P.D. BLACK-AND-WHITE cruises the
empty street.

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

    TERMINATOR 2 - Rev.  9/10/90        6

13A The powerfully arcing electrical discharge reaches its peak between
    two of the  13A buildings.  Lightning climbs the fire-escapes,
    lighting up the night, and papers swirl in a blasting whirlwind.

13B The cop climbs from his cruiser as the glow fades.  The schoolyard
    is dark.     13B 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 two buildings.

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 the 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 lightning 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 the
pistol. cut to:

13C HIGHLY POLISHED BLACK SHOES rounding the rear tire of the police
    13C 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  14

TIGHT ON YOUNG JOHN CONNER, who at this 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, JANELLE 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, huh?

14  john    14 Gimme that Phillips right there.

15  INT. HOUSE - living room    15

Janelle storms into the room.  TODD 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 16

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 17

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
    17A 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.

17A     john    17A She might as well be.

John twists the throttle angrily and the bike lunges forward.

cut to:

18  ext. pesCADERO state hospital - day     18

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 cars patrol the
manicured grounds.

19  int. hospital  - MAXIMUM SECURITY WING  19

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 pullups.   A mane of tangled hair hides the face that comes
INTO FRAME, dips out, comes back.

WIDER.  A WOMAN in a tank top and hospital pants is 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    20

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   21

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

21  silberman   21 'Morning, Sara.

REVERSE ANGLE as she turns slowly into CLOSE UP.  SARA CONNER 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.

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

22  int. corridor   22

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

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

Sara 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 through 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 the patients disrupting their rooms like
this.  See that she takes her thorazine, would you.

DOUGLAS is 6'4", 250 pounds and warmhearted as 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   23

Sara looks up as the cell door opens.   Douglas walks in slow, idly
tapping his POLICE BATON against the door in an 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 your meds, Conner.

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

SARA You take it.

Douglas  grins, casual--

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

SARA 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 breath.   Douglas tips the bed and it slams down with a crash, right
next to her.  He takes the stun wand from the other attendant and walks
forward.

TIGHT ON SARA, grimacing and struggling to breathe.

SARA You... son of a... AAARRGH!!

The stun wand hits her between the 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  24

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's slot. It is something he's rigged up, because
trailing from the card is a 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
key pad 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 25

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 Sara.
Pregnant, in a jeep near the Mexican border.  John doesn't know it now,
but he will carry that 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?

25  john    25 Actually, no, she's a complete psycho.  That's why she's
up at Pescadero.  She tried 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 Seven Eleven,
whatya say?

John has tried to sound macho casual, but we see in his eyes that it
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   26

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

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

27  int./ext. voight house - day    27

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 Conner?

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.  But he took off on his bike this
morning.  Could be anywhere.  You gonna tell me what this is about?

officer x I just need to ask him a few questions.

27  Janelle appears in the doorway behind Todd, concerned.  27

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 photo-graph of John?

Todd stares unhappily at the cop.  Turns to Janelle.

todd Get the album, Janelle. cut to 28  ext. street     28

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. SARA's cell - day  29

CLOSE ON SARA.  She is shackled, hands and feet, to the bed.  Sunlight
falls across her pale face.  A hand enters 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 blond hair and a long raincoat.

SARA Kyle..?  You're dead.

He gives her a gentle smile.

reese I know.  This is a dream, Sara.

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

29  He puts a finger to her lips.  Then silently unfastens her
    restraints.  They gaze   29 into each other's eyes.  And in that
    look we see that his death and the horror she has been through since
    hasn't touched their love at all.

SARA Hold me.

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

reese I  love you.  I always will.

SARA Oh, god... Kyle.  I need you so much.

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

reese (O.S.) Where's John, Sara?

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

SARA They took him away from me.

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

SARA I know!

reese Don't quit, Sara.  Our son needs you.

SARA (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 no fate
but what we make for ourselves.

He turns toward the door.

SARA Kyle don't go!

29      reese   29  (turning back to her) There's not much time left in
the world, Sara.

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

30  int. corridor   30

Sara 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.

Sara 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   30A she struggles and screams.  Then 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 SUNLIT MORNING.  CHILDREN are playing nearby...     30B
    sliding down slides, clambering through a jungle gym.  Sara knows
    this dream now... it 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
    30C unholy  glare, hotter than a thousand suns.  The children ignite
    like match heads.  Sara 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  30D 250 mph winds.  The children, charcoal statues frozen in
    positions of play, explode into black leaves of ash and swirl away.
    SOUND hits now, with a thunderous roar.  Sara'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 wakes up...  in her cell, shackled to the bed.  Sunlight
    hurts her     30E eyes.  She looks desperate and defeated.  She
    knows the war is coming.  It visits her every time she closes her
    eyes.  Lost and alone, Sara feels all hope recede for herself and
    for humanity.

cut to:

31  int. Pescadero state hospital - interview room  31

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

video SARA ...  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 SARA dispassionately watches herself on the screen.  Her
    31A expression is controlled.  Silberman watches her watching.  They
    are in a brightly lit interview room.  TWO ATTENDANTS stand nearby.

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

Video Sara can't go on.  Real Sara 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, Sara...

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

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

video silberman I'm sure it feels very real to you--

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

video silberman Relax now, Sara--

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

    TERMINATOR 2 - Rev.  9/10/90        17

31B     She is raving, half out of her chair.  The orderly moves to
    inject her with     31B something.

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

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

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

Silberman gives a calculated paternal smile.

silberman Yes.  Your attitude has been very positive lately.

Sara looks up at him.  Her voice is hopeful.

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

silberman And what is 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 the interns from the earlier
rounds, and a couple of STAFF PSYCHOLOGISTS.  They smoke and make the
occasional note.

SARA 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 SARA.  Her voice sounds hollow.

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

Silberman leans back, studying her.  Toying with her.

31C     Silberman   31C But you've told me on many occasions about how
you crushed one in a hydraulic press.

SARA 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?

Sara shakes her head no. cut to:

32  ext. cyberdyne systems - day    32

The corporate headquarters of a mega-electronics corporation.  An
imposing cubist castle of black glass.

33  INT. second floor/ elevators    33

The elevator doors slide open with a whisper and MILES DYSON strides
out.  Black.  In his early thirties.  The star of the Special Project's
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   34

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

35  int.artificial intelligence (A.i.) lab  35

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

35  bryant  35 Mr. Dyson?  The materials team 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 36

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 the time on a clipboard.

37  INT. VAULT  37

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, in its inert-gas flask, 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 Sara destroyed.   Dyson stares at it, lost in thought.
Then he closes the cabinet, BLACKING OUT FRAME.

cut to:

38  int. interview room/ observation room   38

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

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

silberman You see, Sara... 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 what you've been telling me today.

We go tight on Sara'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 quietly pleading.

SARA 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.

Sara'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.

SARA YOU SON OF 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 as she yells--

SARA 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.

    TERMINATOR 2 - Rev.  9/10/90        21

cut to:

39  EXT. 7-eleven store - DAY   39

    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 above the houses
several blocks away.  Officer X stares at it.

40  EXT. STREET 40

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.   40A The
    IMAGE snap-zooms in.  FREEZES on the driver's face.  IDENT POS
    flashes next to the blurry image of John.

40B Terminator wheels the Harley around, cutting onto a street which
    40B runs parallel to the canal.   Terminator hauls ass to 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
    garage of a large SHOPPING MALL.

41  INT. GALLERIA -  DAY    41

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

42  int. galleria parking garage    42

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   43

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
    43A for a new high score at "Missile Command".   He parries deftly
    as 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
    into an "Afterburner" simulator game.

43B ON TERMINATOR, walking through the crowd in slow motion.  Scanning.
    43B It moves with methodical purpose, knowing the target is close.
    We see that it 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 some kids hanging out at the
    43C multi-cinema.  He walks into the maze of kids engaged in
    synthesized conflict.  Cheap electronic sound effects blare above
    the crowd noise.

43D JOHN is shooting down MiGs at Mach 2.  His friend Tim slides up next
    to     43D 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.  Sara 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.  An eddy of outrage behind the cop as he gains speed.  John
breaks into a run.  So does the cop. Kids scatter like ten-pins as the
cop charges after John. John sprints through the arcade's back office
and store-rooms.

44  int.  SERVICE CORRIDOR  44

John emerges through a firedoor into a long corridor which 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 black steel of the SHOTGUN emerges as the box
falls open, the roses spilling to the floor.  TERMINATOR'S BOOT crushes
the flowers as it moves forward.

44  JOHN, transfixed by terror, is trapped in the narrow featureless
    shooting   44 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 staring
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
his pistol.  The pistol's shot goes wild.

TERMINATOR pumps another round into him.  Then another. And another.
And  another.   Advancing a step each time he fires, he empties the
shotgun into the cop, blowing him 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,    44A incredibly, sits up unharmed and gets to its feet.
    Terminator grabs John roughly by his jacket.  Clutches the kid to
    his chest then spins around as the cop opens fire with the Beretta.

44B The "cop", who not only isn't a cop, he clearly isn't even human,
     pulls 44B 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.

A MAN emerges from a restroom and steps right between the cop and his
target.  He's instantly cut down by the fusillade.

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.  It doesn't break its purposeful stride.

44B     The cop opens fire.  Bullets rake Terminator's chest.  It
    doesn't even flinch.      44B 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.   They 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 an advanced prototype... and he's got quite a few
surprises.

T-1000 AND TERMINATOR size each other up.  Terminator moves first.  It
grabs the T-1000 in its 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 of 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 the    44C
    Terminator crashes through to the tile floor like a sack of cement
    amid the screaming crowd.

44D The T-1000, swatting mannequins aside, emerges through the broken
    window.   44D Picks up the stunned Terminator by its jacket.  Hurls
    him against the balcony, which shatters at the impact.  Terminator
    crashes through and falls two levels to the courtyard below!

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

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

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

45  int. parking garage 45

John is frantically pumping the kick starter 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.

45  John looks back... the T-1000 is behind him, running.  He twists the
    throttle   45 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    46

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 right at his truck.

46A IN THE TRUCK.  The driver hears a thump as something slams against
    46A 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.     46B It accelerates after the others.

47  EXT. FLOOD CONTROL CHANNEL  47

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. 47A The Kenworth tow-truck... big as  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
gutshot  stegosaurus, it just keeps on plowing forward, gathering speed.

47B John looks back and sees this wall of metal  almost filling the
    narrow  47B 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
    47C fighting to overtake them.  It 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  47D metal filling frame behind him.

    TERMINATOR 2 - Rev.  9/10/90        26

47E ABOVE, Terminator cuts the bike suddenly hard to the left, leaving
    the  47E road.  Hitting an earth embankment just right, it 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 channel below.

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

47G SLOW MOTION as Terminator jumps the bike again.  This time the 700-
    47G 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 from under the frame.  Only the
    ultra-fast reflexes of a machine could keep the bike upright.
    Terminator fights for control.

47H It guns the throttle and the powerful bike roars up beside John's
    tiny Honda.   47H 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, smashed 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     47I locked, it slides on the muddy concrete and
    piles into the concreted abutment at seventy.

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

Terminator stops the Harley.  John peers around its 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.      47K 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
servomechanism 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 shapes and lines of its
    clothing emerge from the liquid chrome surface, then finer
    details... buttons, facial features, ears...   *

    TERMINATOR 2 - Rev.  9/10/90        27

47K     But it's still all chrome.  With its last step, the color
    returns to everything.  It is 47K the cop again... handsome young
    face, blond hair, moustache.  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.
47L T-1000 climbs out of the canal behind them.  More cops arrive.
T-1000 blends in perfectly.  There are always cops at disasters 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 - DUSK 48

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 shaking from the experience of what just happened and he's
just a ten year old kid, but he's also the John Conner who will someday
rise to greatness, and we see a bit of that in him even now.

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  49

Terminator and John roll 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.


49  john    49 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 is 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 five 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 50

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's that mean?

terminator Liquid metal.

john Radical.


50  terminator  50 You are targeted for termination.  The T-1000 will
not stop until it completes 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   51

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 52

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

janelle Hello?

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


52  In the backyard John's German Shepherd is going bonkers, barking at
    52 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 VOIGHT'S KITCHEN.  Todd comes in through the kitchen's back
    door.  Just home from work.  He ignores Janelle and opens the
    fridge.  Grabs a Coors.  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 found out what happened in a moment)

AT THE PAYPHONE.  John cups the phone again. Turns to Terminator.

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 is the dog's name?

john Max.


    TERMINATOR 2 - Rev.  9/10/90        31

52      Terminator nods.  Speaks into the phone.    52

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 53

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 beer can, 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,   53A transforming back into a hand, and then...

53B JANELLE CHANGES rapidly into the COP we now know as the T-1000.  The
    53B change has a 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 him,
barking in fear.    T-1000 walks 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    55

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 2 - Rev.  9/10/90        32

55  terminator  55 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 didn't it just 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   56

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.     56A 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...   *

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


57  EXT. PARKING LOT - NIGHT    57

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.   *

    TERMINATOR 2 - Rev.  9/10/90        33

57  JOHN    57* 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 Sara Conner 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 go 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 his 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
college-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 them.  John yells in outrage at Terminator

john Let go of me!!

    TERMINATOR 2 - Rev.  9/10/90        33A

57  To his surprise, Terminator's hand opens so fast John falls right on
    his butt.  57 He looks up at the open hand.

john Oww!  Why'd you do that?


57      terminator  57  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 the 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 a 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.


57      John grabs Terminator's arm with a yell as he pulls the
    trigger-- John's    57  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
anymore.  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


    TERMINATOR 2 - Rev.  9/10/90        36

58  int. voight house/ bedroom - night      58

    T-1000 finds an envelope... a letter from Sara 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      * Sara's tapes and
    exits.

cut to:

59  CLOSE ON A BLACK & WHITE PHOTOGRAPH.  The image is a nightmare  59
    from the past.  It is a surveillance camera still-frame from the LA
    police station where the first terminator made such an impression in
    1984.  We see the blurry forms of cops 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-180 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 CLOSE UP.

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

WIDER.  We're in--

59A int. INTERVIEW ROOM/ peSCADERO  - night 59A

The photos are lying on the table in front of Sara, placed there by
DETECTIVE WEATHERBY.  His partner DET. MOSSBERG, and Dr. Silberman, sit
at the table as well.  Two uniformed cops, plus Douglas,  stand by the
door.  Sara stares listlessly at the top photo.  She's withdrawn,
haggard... drugged-looking.

mossberg He killed seventeen police officers that night.  Recognize him?

Weatherby slaps another  black and white eight-by-ten on the table.  A
close up of Terminator taken by the Japanese tourist at the mall.  It's
the same face.

mossberg This one was taken by a Japanese tourist today.

Sara doesn't react.  It's hard to tell she's thinking.  Whether she's
given up hope or is just in a drugged stupor.

weatherby Ms. Conner,  you've been told your son's missing.  His foster
parents have been murdered, and we know this guy's involved.  Talk to
us.  Don't you care?


59A     Sara looks up at him.  A cold and empty stare.  He  glances at
    Silberman.   59A Then at his partner.

mossberg We're wasting our time.

One of the uniformed cops opens the door and Mossberg strides into the
hall.  Weatherby and the two uniforms follow him out, with Silberman
right behind.

Silberman Sorry, gentleman...

TIGHT ON SARA, slumped under the bright lights.  Totally out of it.
Then we see her hand, creeping along the edge of the table toward the
stack of photos.  She slips off the paper clip binding the stills
together, and hides it between her fingers.  Douglas jerks her up by the
arm and leads her out.

cut to: 60  int. SARA's cell    60

Douglas cinches up the last of Sara's restraints.  Then leans over
 her... looking down.  Even wrecked as she is, we see the beauty in her
 face.  He bends down.  We think he's going to kiss her.  Instead he
 runs his tongue across her face like a dog would.  She seems not to
 even see him.  Her dull eyes see past him.  He can't provoke a
 reaction.  Even here, strapped down, the two of them alone, she gives
 him no superiority.  He smirks and leaves.  We hear the sound of his
 night-stick tapping its way down the corridor, growing fainter.

Sara's eyes snap suddenly alert.  There is intensity and resolve in
them.  She slips the paper clip out from between her fingers and
awkwardly spreads it open into a straight piece of wire.  With slow,
painful concentration she moves it toward the lock of the restraints
that bind her wrists to the bed at her sides.  cut to:

61  EXT. road - NIGHT   61

Terminator and John charge through the night on the Harley.
Streetlights flare past them like comets.  Two serious guys with a
mission.  One a ten year old kid, the other a half-man/ half-machine
cyborg killer from the post-apocalypse future.

cut to: 62  INT. SARA'S CELL    62

TIGHT ON RESTRAINT LOCK as it unlatches... successfully picked by Sara's
paper clip.  This is not an easy thing to do.  But Sara taught herself a
lot of things in her years of hiding.

SARA, her hands free, sits up and releases the Velcro straps on her
feet.  She rolls off the bed and we see her in a whole new light.  She
is totally alert, almost feral in her movements.  CUT TO:


63  EXT. hospital entrance      63

GUARD SHACK.  A  bored security guard glances up as an LAPD
black-and-white pulls up.  He raises the barricade and nods at the
T-1000/cop as he passes.

THE CRUISER pulls in next to the other police vehicles.  The T-1000
walks toward the main entrance. cut to:

64  int. SARA's cell/ corridor  64

Sara is using the paper clip on the door lock.    She hears an echoing
tapping  sound.  It's getting louder, coming her way.  She goes back to
work on the lock.

65  IN THE CORRIDOR. Douglas the attendant is tapping his stick along
    the wall  65 like he does every night on his rounds.  It is dark.
    He shines a little mag-light in the windows of the cells as he
    passes, barely slowing.

65A He rounds the corner.  His footsteps echo in the dark hallway.  65A
The tip of the stick hits the wall. Tap, tap, tap... getting closer to
Sara's cell.  He stops at her door.  He is about to shine his light in
when he notices that a utility closet across the hall is open.  He goes
to shut it, absently flicking his light into the dark closet.  He
notices something strange among the buckets and cleaning supplies.  A
mop lies on the floor, with its handle snapped off about halfway up.
The other half is missing.

Douglas ponders that for half a second, then hears a SOUND behind him
and spins around.  The sound he heard was Sara's cell door.  The missing
two feet of MOP HANDLE fills his vision as it CRACKS viciously across
the bridge of his nose.

250 pounds of doughy attendant hit the floor like a sack of cement.
Sara slams the makeshift baton down expertly across the back of his
head, bouncing him off the linoleum.  Lights out, Douglas.  She drags
him into her cell and locks him in with his own keys.  Then swaps her
mop-handle for his nice heavy night-stick.

65B Sara moves down the dark corridor, cat-stepping in her bare feet.
    She holds    65B the baton like a pro, laid back along her forearm,
    police-style.  She looks dangerous. CUT TO:

66  INT. HOSPITAL ENTRANCE/ CORRIDOR    66

A long corridor ends at a reception area, which is closed, and a NIGHT
RECEIVING DESK,  which is a glass window where they can buzz you in
through a heavy door.  A NIGHT NURSE types at a desk nearby.  She looks
up at the sound of footsteps and sees a young cop (T-1000) walking
toward her. t-1000 You have a Sara Conner here?

She assumes he's with the other cops.  Smiles.


66  night nurse 66 Running late, aren't you?

She turns to the inner door to buzz him in and sees Silberman and the
cops coming toward the door from the other side.

night nurse Your friends are on their way out now...

When she turns back to the window, T-1000's  no longer there.   She goes
to the counter and leans out to see if he's at the drinking fountain or
someplace.  No.  Reception is empty.  And so is the long corridor
beyond.  She frowns.  Too weird.

66A Silberman comes through the solenoid door with Mossberg and
    Weatherby,  66A the two uniform cops, and the hospital security
    guard.  The guard retrieves his 9mm pistol from a lock-out box
    behind the night desk.  Silberman faces him.

silberman Lewis, see these gentleman out and then lock up for the night.

The security guard nods.  Silberman goes back into the secure area of
the hospital and the cops walk down the long corridor to the main doors.
No sign of T-1000.  Mossberg and the other cops exit, and the guard
locks the door behind them.

66B The guard walks slowly back along the long corridor.  The hall is
    dark, with    66B the light at the night desk far ahead like a
    sanctuary.  His footsteps ring hollowly on the tile floor.  His keys
    jingle.

66C ANGLE ON FLOOR as the guard's feet pass through FRAME.  An instant
    66C later the floor starts to move. It shivers and bulges upward
    like a liquid mass, still retaining the two-tone checkerboard of the
    tile.  It hunches up silently into a quivering shadow in the
    darkness behind the guard.

66D Up ahead we hear typing.  The night nurse has her back to us,
    working.  The     66D guard stops at the  drinking fountain.  Bends
    to take a sip.  Behind him the fluid mass has reached six feet of
    height and begins to resolve rapidly into a human figure.  It loses
    the color and texture of the tile and becomes... THE GUARD.

T-1000's mass had been spread out a quarter of an inch thick over
several square yards of floor.  The guard walked over the T-1000, and
his structure was sampled in that instant.  Now we see it drawing in and
pulling up to form the figure of the guard.

The T-1000/Guard's feet are the last to form, the last of the "liquid
floor" pulling in to form shiny black guard shoes.  The shoes detach
with a faint sucking sound from the real floor as the T-1000/Guard takes
its first step.


66E The real guard spins at the sound of footsteps to see... himself.
66E He has one deeply disturbing moment to consider the ramifications of
that.  Then he sees his double calmly raise his hand and, inexplicably,
point his right index finger directly at the real guard's face, about a
foot away.  In a split second, the finger spears out, elongating into a
thin steel rod which snaps out like a stiletto, slamming into the
guard's eye.  It punches into the corner of the eye, past the eyeball
like a trans-orbital lobotomy tool, and emerges from the back of the
guard's skull.

Life quietly empties from the guard's face.  He is dead weight now,
hanging from the rod/finger, which suddenly retracts-- SSSNICK.  As the
guard slumps, the T-1000 takes his weight easily with one hand and walks
him, like he's carrying a suit on a hanger, back toward the night desk.
The wounds are so tiny, no blood drips onto the floor.

66F ON THE NURSE, glancing up as the T-1000/guard walks past, dragging
    66F something casually which she can't see because it's below the
    countertop.

night nurse Whatcha got, Lewis?

t-1000/guard Just some trash.

She nods, uninterested.  Keeps typing.  T-1000 moves past, dragging the
unseen guard toward a closet down the hall from the night receiving
station.  T-1000/Guard removes the Browning High-Power pistol and the
keys from the real guard's belt, then stuffs his body into the utility
closet.


66G int. corridor / night receiving desk    66G

T-1000 / Guard comes back out and glances at the nurse.

T-1000/guard All set.

She glances toward him.  Sees the Beretta in his holster.

night nurse Gotta to check the gun first, Lewis.

t-1000/guard Yeah, sorry.

T-1000 opens the locker and blocks it from her view with its body as it
mimes putting the gun in.

66H CLOSE ANGLE ON T-1000'S CHEST, from inside the locker.  Instead of
    66H setting the gun in the locker, it inserts the pistol into its
    own chest, where it disappears inside like it was dropped into a pot
    of hot fudge.  It withdraws its hand.  The chest is once again a
    surface that looks like cloth, buttons, name-tag etc.  You'd never
    guess it was really an intelligent liquid metal.


66H     T-1000 slams the locker door and  waits as the nurse hits the
    button unlocking  66H the door  with a BUZZ-CLACK.  T-1000/Guard
    goes through.

CUT TO: 67  int. isolation SECURITY CHECKPOINT  67

A small room before a short SALLY-PORT corridor designed to prevent
violent inmates from making a run for it.  There are doors at each end.
The first  one is barred like a jail-cell door, and the second is a
steel fire door.    The attendants have a video monitor with which they
can see the corridor on the other side of the doors.

The two bored attendants barely notice the T-1000/Guard as it
approaches.  Looks briefly at a chart next to the door, seeing SARA
CONNER is in #19.  T-1000/Guard goes into the Isolation Ward through the
two doors, which lock behind it.

67A IN THE ISOLATION WARD, the T-1000 passes a nurses' station which
    looks  67A like a cage, walled in by heavy metal mesh.  Silberman,
    leaning in the open doorway, is talking to an attendant in the cage.
    He doesn't glance twice at Lewis the guard passing by.

68  SARA, moving like a ghost in the darkened corridor, hears footsteps
     coming  68 and quietly but quickly unlocks a cell next to her with
     Douglas's master key.  68A  She slips into the cell and waits as
     the footsteps pass.   68A We glimpse the T-1000/Guard pass the
     window.  She waits as the footsteps fade away.  She looks over.  A
     female inmate, strapped to a bed, watches her with bird-like eyes.
     She puts a finger to her lips-- SSHHH.  The inmate nods.  Sara
     exits.

68B POV MOVING TOWARD nurse's station.  We hear Silberman's voice,  68B
    reviewing medication with the night attendant.

    ON SILBERMAN yawning, looking at his watch.  He turns to go...  Sara
is there.  She slams into him, hurling him through the door into the
cage and following him in.  The orderly jumps up, going for his stunner,
but she nails him with Douglas's baton.  WHAP-WHAP-WHAP!  You can barely
see the thing she's swinging it so fast.  The guy goes down.

Silberman lunges for the alarm button and she cracks down hard on his
arm.  He cries out and grabs his wrist. She grabs him by the hair and
slams him face down on the desk, smacking him behind the knees expertly
with the baton.  His legs buckle and he drops to his knees with his chin
on the desk.  She pins him with one hand.  His face is full of outraged
disbelief.

silberman You broke my arm!

SARA There's 215 bones in the human body, motherfucker.  That's one.
Now don't move!


    TERMINATOR 2 - Rev.  9/10/90        42

68B     Moving rapidly, she whips open a medication drawer and grabs a
    syringe.     68B They keep a few of these handy for tranking unruly
    patients.  She jams it into the guard's butt and fires the whole
    shot.  Still holding the empty syringe, she sees what she needs
    next. They keep the toxic cleaning supplies in here to keep the
    inmates from drinking the Drano.  She grabs a plastic jug of LIQUID
    PLUM'R and slams it   * down on the desk inches from Silberman's
    eyes.

She jabs the empty syringe into the plastic jug. Draws back the plunger.
The syringe fills with blue liquid. She whips it out of the jug and jams
the needle into Silberman's neck.  His horrified eyes rack toward it.
10 cc's of blue death fill the cylinder.  Her thumb hovers over the
plunger.  * She jerks him to his feet by the collar and gets a tight
grip on him, then hauls    * him through the door.   *

69  IN THE CORRIDOR outside cell #19 the T-1000 stops  and looks in the
    69 window.  Douglas, his face a bloody mess, yells to be heard.

    douglas Open the door!  The goddamn bitch is loose in the halls!

To Douglas's amazement, Lewis the Guard turns impassively and walks
away, leaving him shouting soundlessly at the window.

cut to:

70  ext. hospital   70

Terminator and John are approaching the guard gate on the Harley.  They
can see the guard inside look up at the sound of the engine.

john Now remember, you're not gonna kill anyone, right?

terminator Right.

John looks at him.  He's not convinced.

    TERMINATOR 2 - Rev.  9/10/90        43

70  john    70 Swear.

terminator What?

john Just say "I swear I won't kill anyone."

John holds his hand up, like he's being sworn in.  Terminator stares at
John at beat.  Then mimics the gesture.

terminator I swear I will not kill anybody.

Terminator stops the bike and gets off. The guard, sensing trouble, has
his gun drawn as he comes out of the shack.  Terminator walks toward him
drawing his .45 smoothly.  BLAM! He shoots the guard accurately in the
thigh. The guy drops, screaming and clutching his leg. Terminator kicks
the guard's gun away, then smashes the phone in the shack with his fist.
He pushes the button to raise the gate and walks back to the bike.

terminator He'll live.

Terminator climbs on the bike.  They drive toward the hospital, heading
down an ambulance ramp to an underground receiving area.


71  int. isolation floor    71

The attendants at the security checkpoint look up at the monitor as
someone enters the corridor.  They see Sara, holding Silberman at
syringe-point. Sara speaks to them through an intercom on the wall.  Her
voice comes through the speaker.

SARA Open it or he'll be dead before he hits the floor.  *

The attendants' adrenalin levels just went off the scale.  The first
attendant adamantly shakes his head no.  The amperage here is really
high.  The second attendant keys the intercom mike.

2nd attendant There's no way, Conner.  Let him go.

    Silberman's face is the color of suet.  *

    SILBERMAN   * It won't work, Sara.  You're no killer.  I  * don't
    believe you'd do it.  *

    Her voice is a deadly cold hiss.    *

    TERMINATOR 2 - Rev.  9/10/90        43A

71  SARA    71* You're already dead, Silberman.  Everybody  * here dies.
    You know I believe that.  So don't  * fuck with me!   *


71  Silberman   71 Open the goddamn door!

The attendants look at one another.  One of them finally hits the
solenoid button.  The far door unlocks.

71A IN THE LOCKOUT CORRIDOR. Sara pushes Silberman ahead of her.    71A
    The nearer, barred door must be unlocked manually.  One of the
    attendants cautiously approaches.  Nervously unlocks it.

SARA Step back!

He does.  She faces both of them.

SARA Down on the floor!  Now!

They comply.  She comes through with Silberman, giving them a wide
berth.  Starts backing down the hall away from them, still holding her
hostage.  She's actually pulling this off.

71B ANGLE FROM BEHIND HER.  What we can see, but she can't, is a third
    71B orderly waiting just around the corner.  He's poised, ready to
    jump her when she comes abreast of him.

ON SARA backing up.  She reaches the corner. The third attendant lunges,
grabbing her syringe-hand. Sara spins on the orderly and catches him
across the throat with the nightstick.  He loses interest fast, dropping
to his knees and gagging.  Silberman pulls away, screaming at the top of
his lungs.

silberman Get her!

They scramble up as Sara takes off like a shot around the corner. One of
them hits the panic button and ALARMS begin to sound.

72  IN THE ISOLATION WARD, the T-1000 is looking in at a very stoned
    72 attendant inside the nurses' station when the alarms shriek
    through the halls.  It reaches into its chest and pulls out the 9mm
    pistol.  Heads for the security entrance.

73  IN ANOTHER CORRIDOR in the maze of the vast hospital, Sara flies
    past   73 us, her bare feet slapping on the cold tiles.  The
    orderlies charge after her. She's like an animal in a maze.   She
    turns a corner, glancing off the wall, and sprints on without
    slowing.  She reaches a steel door.  Tries it.  Locked. Footsteps
    like a drum solo behind her.

She fumbles with Douglas's  keys, breathing hard.  Jams the master in.
The orderlies are bearing down on her at full tilt. Sara gets the door
open.  Dives through.  Slams it. She turns a deadbolt knob just as  the
first orderly grabs the latch on the other side. He's too late.

    TERMINATOR 2 - Rev.  9/10/90        45

73  Sara sees them beyond the window, fumbling with their keys. 73

73A Sara is in another sally-port corridor.  A jail-cell type barred
     door is    73A between her and the corridors of the ward beyond.
     She sprints to the  wall of bars, jams her key into the door.  She
     unlocks and pulls open this door just as she hears the latch of the
     one she just came through being unlocked.

She flings herself frantically through the barred door as the first
orderly comes through behind her.  She slams the bars shut.  CLANG.  Her
keys are dangling from the lock on the other side from her.  The orderly
is racing at her, white-lipped with rage.

She reaches back through the bars, turns the key, and purposefully snaps
it off in the lock.    An instant later the big orderly slams against
the door, grabbing through the bars for her as she dances back just out
of reach. He lunges against the steel bars, unbelievably pissed off.

Sara takes off running, looking back at the frustrated orderlies.
They're shouting at each other, unable  to fit their keys into the
lock-- The broken-off key tip makes it impossible to get their keys in.
Silberman shouts at them.

silberman Go around, goddammit!  Go around!!

The orderlies run back the way they came, and along a cross-corridor to
another set of doors.

73B ON SARA as she rounds a corner and sees the elevators ahead.    73B
Now she's home-free.  At a full tilt sprint, she's nearly there when the
elevator doors part...

TERMINATOR steps out... his head swivelling to face her. Sara reacts,
stricken by the image from her worst nightmares. Her eyes go wide as
momentum carries her forward. Her bare feet slip on the slick tile.  She
slams to the floor, staring up at the leather clad figure with the
shotgun.

She loses all semblance of courage and some of her sanity. She's not
even aware that she is screaming, or what would be screaming if she
could get the breath to do it.  In slowed down dream-time, Sara
scrambles back along the floor like a crab, spinning and clawing her way
to her feet along the wall.

She runs like the wind, like in her nightmare.   If she looked back she
would have seen John step warily out of the corridor behind Terminator.
John, however, catches a glimpse of the fleeing Sara and figures out
instantly what happened.

john Mom!!  Wait!    *


73B     Sara doesn't hear.  She has clicked fully into her own
    nightmare.   73B They take off running after Sara.   *

73C She is pelting down the long corridor, back the way she came.   As
    she  73C reaches an intersection with a cross corridor a white-clad
    figure blurs from that corridor.  The orderly hits her in a flying
    tackle.  She skids across the floor, shrieking  and struggling.  The
    other two orderlies leap into the fray.

SARA No!  Help me!  Goddammit, it's gonna kill us all!!!

She is shouting, pleading, trying to get them to understand what is
coming.  They grab her thrashing arms and legs.  They don't even look
where the out-of-control woman is pointing... back along the corridor.

They have her pinned to the cold tiles, a ring of faces above her.
Silberman leans down to her, holding a syringe with a heavy dose of
trank.  Sara cranes her neck and sees the dark silhouette of Terminator
coming up behind them.  It is exactly her nightmare. She screams in
utter hopelessness.

Terminator, holding the shotgun in one hand, reaches down and grabs one
of the orderlies with his other hand.  He hurls the 200 pound guy
against the far wall of the corridor.  SMACK!  He drops to the floor.

The other two orderlies react instantly, leaping onto the intruder.
Terminator seems to disappear for a moment under the two big guys. Then
there is an explosion of white-clad figures, as the orderlies are flung
outward like they stepped on a land mine. One crashes through a window
of safety glass and is caught before a two-story fall by the outer steel
bars.  The other crashes through an office door, splintering it into
kindling.

Silberman has jumped in to hold Sara.  He is grabbed by a roll of skin
at the back of his neck and lifted like a cat.  The doctor feels his
feet pedaling above the ground.  He looks into the expressionless face.
And it hits him.  Sara was right... this guy isn't human. He feels the
fabric of his reality crumbling. Then he feels himself flying through
the air.  The wall smacks him, then the floor kicks him in the face.  He
decides to lie there a second.

Sara blinks, staring up at the figure looming over her. John kneels next
to her.

john Mom, are you okay?


73C She looks from Terminator to John.  Back to Terminator.     73C Is
this a nightmare?  Or has she finally gone truly mad?

Incredibly, Terminator politely reaches its hand down to her, offering
to help her up.  The last thing she ever expected to see.

terminator Come with me if you want to live.

The orderlies are stirring.

john It's all right, Mom.  He's here to help.

Sara, in a daze, takes the huge hand in her shaking fingers.  Terminator
lifts her to her feet.

73D John sees a COP standing thirty feet away, on the other side of the
    wall of     73D bars.  John doesn't know what we know, but he knows
    something's not right with this guy.  Terminator turns to follow
    John's gaze. The T-1000 has his pistol in his hand, at his side.
    Terminator pushes John behind him.  They start backing up.

73E The T-1000 walks forward, reaching the bars.   It doesn't stop.
73E Its  body divides like jello around the bars.  As it squeezes itself
through like metal playdough, its surface reforms perfectly on our side.
We see it deform and squeeze through like a viscous paste forced past an
obstacle.  Silberman has recovered enough to be sitting up and watching
this.  That faint snapping sound is his mind.

There is a CLINK and we see that the guard's gun has caught against the
bars... the only solid object.  The T-1000 turns its wrist and tries
again, slipping the gun endwise through the gap.

73F Sara is agape.  Not reacting.  It's been a heavy day for her.   73F
Terminator grabs John by the seat of his pants and hooks him up onto his
back.  John grabs him around the neck.  Terminator raises the shotgun
and starts backing up.

terminator Go!  Run!

 Sara doesn't need to be told twice.  T-1000 walks toward them, opening
fire with the Browning Hi-Power.  Terminator straight-arms the 12 gauge
like a pistol and FIRES. The stunned orderlies flop face down on the
floor as the corridor is filled with high-velocity lead.  One of them,
stupidly running for the cross-corridor,  gets hit by the T-1000.

Terminator is hammered by several slugs, and the T-1000 is cratered by
two buckshot hits.  It staggers, but comes on.  In the craters we see
bright mercury  before they close and reseal, disappearing in a second.


73G Terminator makes it around the corner and breaks into a run.  Ahead,
    73G Sara is already at the elevator.  Terminator and John pile in
    and John slaps the button for "Garage Level".

The doors start to close.  T-1000 clears the corner.  Terminator slams
John and Sara back against the side walls as the T-1000 charges at them,
rapid-firing the Browning. The rounds hit the steel doors as they close.
T-1000 keeps pumping them at the closing gap. 73H Inside, they see the
backside of the doors denting with the hits that are   73H punching
holes in the other side.

73I The Browning locks open, empty.  T-1000 drops it without a glance
    back.   The   73I doors close.  K-WHAM!  The T-1000 hits them a
    split second later.  The elevator hasn't moved yet.  SSWWIKK!

73J A sword-like blade rams in between the doors forcing them open.
    Terminator     73J jams the shotgun through the widening gap.
    Punches the muzzle right INTO the T-1000's face -- BOOM!!  73K We
    get a glimpse of the T-1000's head blown apart by the blast.  It is
    hurled   73K back.   The doors close.  The car descends.

73L ON THE T-1000, outside the elevator.  Its head, which is blown apart
    into two   73L doughy masses lying on the shoulders, reforms
    quickly.  There is no trace of the injury.   It sees the closed
    doors and jams its hands between them, its fingertips becoming
    pry-bars.  It pulls the doors apart with inhuman strength 73M and
    LEAPS INTO THE OPEN SHAFT.      73M It falls two floors and...

74  IN THE ELEVATOR.  Our trio hears  a loud THUMP on the roof.     74
Terminator, reloading the shotgun, looks up.  Sara grabs the .45 from
his waistband and aims it at the  ceiling. BEAT... Then  CLANGG!! a
swordlike shaft punches through the ceiling and spears down four feet
into the elevator car. It is inches from Sara's face. She opens fire,
BAM-BAM-BAM-- right through the roof.  Lightning fast the lance
withdraws and thrusts down again, slashing Terminator's jacket, and
missing John by inches. Terminator chambers a round and K-BOOM! the 12
gauge opens a hole in the ceiling.

Terminator rocks out in a fury of firing/cocking/firing as the metal
shafts slash down again and again.  Sara yells in pain as one of them
slices open her upper arm.

75  The doors open.  Sara pulls John out as soon as the gap is wide
    enough.     75 They emerge into the basement.  We see the Harley
    parked nearby.

Terminator, in a rearguard action, fires another blast through the
ceiling and runs out.   He throws his leg over the Harley, kicks it to
life with one powerful stroke and then whips something out of the inner
pocket of his jacket.  He throws it to John.  A road flare !?


76  In the elevator, the T-1000 has bashed a hole in the ceiling big
enough to...   76 Pour itself through. A massive blob of mercury
extrudes from the opening.  The mass drops through the hole, down out of
frame, then comes back up into frame as Officer X.

It seems to need just a second to get its mental act together after
doing this kind of taffy-pull with itself.  It opens its eyes and sees--

77  TERMINATOR, the shotgun held in his teeth, astride the roaring
     Harley   77 twenty feet away.  Terminator twists the throttle and
     pops the clutch. The back tire screams on the concrete.  The front
     wheel lifts off the ground and the heavy bike launches in a
     thundering wheelie.

Terminator gets off just before the bike hurtles into the elevator. The
Harley slams  the T-1000 square and smashes it right through the back
wall of the elevator. Terminator rolls to his feet. John strikes the
flare on the concrete.  Tosses it. Terminator catches the lit flare with
one hand. Levels the shotgun with the other. With his last round he
blows a big hole in the bike's gas tank. Gas splashes everywhere,
covering the struggling T-1000. Terminator tosses the flare.  KA-VOOOM!

The explosion knocks Terminator backward off his feet, enveloping him in
the fireball.  He gets up, smoking, and runs after John and Sara toward
the exit ramp.

 78 AT THE EXIT RAMP.  They are partway up  when a blue-and-white
    hospital  78 security car comes screeching down the other way.
    Without breaking stride Sara runs right at the car.  It skids to a
    shrieking halt.  She's in the guy's face with the .45 in both hands.

SARA Out of the car!!

The patrol guy is thinking what he can try when BAM! she puts a round
through the glass next to his head.

SARA RIGHT NOW!

The door opens and the guy is coming out with his hands up as Terminator
arrives.  The cyborg flings the rent-a-cop out of the way and slides
behind the wheel.  Sara gets John into the back seat and dives into the
front passenger seat as--

78A Terminator slams the car in reverse and punches it, lighting up the
    tires on    78A the slick ramp.  Terminator hands the shotgun over
    his shoulder to John and tells him to reload.  John pulls some
    shells from the pocket of his army jacket and starts feeding them
    in. Terminator  powers backward up the ramp, scraping along one
    wall, barely in control.  Because...

    TERMINATOR 2 - Rev.  9/10/90        50

79  The T-1000 is running at them out of the inferno below. 79* This guy
won't quit.  Shifting from chrome mode to the cop-form as it runs. It
sprints up the ramp after the retreating car.  T-1000 is gaining.

80  Terminator hands Sara another magazine for the .45.  She snatches
    it,   80 drops the other out, and slaps in the new one.  Cocks the
    slide.  The car backs along the service driveway toward the security
    gate. John hands the shotgun back to Terminator. He leans out the
    window and takes aim at the pursuer. The T-1000's face is right in
    the headlights. 80A Terminator fires, blowing a hole in its
    shoulder.  Shiny liquid metal visible in    80A the hole, which then
    closes. 80B Sara, half out the passenger window, opens fire.    80B
    The car crashes backward through the security barricade.

terminator (calmly) Hang on.

He cuts the wheel hard.  The car slews into a reverse 180, swapping ends
with a screech.  T-1000 is almost on them. Terminator punches it.  The
car accelerates forward.

80C T-1000 leaps.  Lands on the trunk.      80C Its hand is a metal
crowbar slammed down through the trunk lid.  Feet dragging on the
pavement, it slams its other hand down, punching another metal hook into
the trunk lid, pulling itself up. Terminator turns to Sara

terminator Drive.

Terminator heaves himself half out of the driver's window.   Sara slaps
her foot down on he throttle and steers from the passenger side.

80D T-1000, fully on the car now, holds on with one hook-hand while it
    slams the    80D other into the back window, sweeping away the glass
    and missing John by inches as he ducks. It draws back for another
    swing, lunging forward as--

80E Terminator whips the shotgun down over the roof of the car. 80E
Fires point-blank.  Hits the T-1000's arm just above the "hand" which
anchors it to the car.  The 12 gauge blows the arm apart, severing the
hook-hand.

80F T-1000 tumbles backward off the accelerating car.   80F John looks
out the back window, his eyes wide. He sees the T-1000 roll to his feet
and continue running. But he's dropping way behind now.  Sara has the
car floored and the liquid-metal killer won't catch them on foot.

80G John watches, in awe, as the "crowbar hand", stuck into the trunk
    right in  80G front of him, reverts to the neutral polyalloy... a
    kind of thick mercury.  The gray metal slides off the trunk of the
    car and falls onto the road to lie there in a quivering blob.

80H The car speeds off into the night.  80H REVERSE on the T-1000,
walking now, coming right up into close up, watching the tail lights
recede.  It looks down.

80I ANGLE ON BLACKTOP, tight on the liquid metal blob.  Next to it is
    the T-    80I 1000's shiny cop shoe.  The mercury blob crawls and
    rejoins the main mass, disappearing into the "shoe".


81  int./ ext. security car 81

A GHOST CAR blasts out of the darkness on a long stretch of moonlit
highway.  Headlights off, the Hospital Security car punches a hole in
the wind.

81A INSIDE THE SPEEDING CAR the energy is still high.  The air is
    blasting in   81A the shattered windows as Terminator drives the car
    easily by electronic night-vision.  His eyes glow faintly red.

john Can you even see anything?

81B TERMINATOR'S POV.  A monochrome image of  the highway lit bright as
    81B day.

81C Terminator replies in a matter of fact tone.    81C

terminator Everything.

john Cool.

Sara looks at Terminator, still not quite believing this is happening.
But this is a different Sara than the waitress of 1984.  She spends only
a second or two dealing with the unbelievable. Then she turns to John in
the back seat.

SARA You okay?

He nods.  She reaches for John and we think she's going to hug him.
She starts to rub her hands over him and we realize she's checking for
injuries, very clinically the way a vet checks a dog for broken bones.

He pulls away from her.  He hates her always checking him, treating him
like he might break, like some piece of rare china.

john I said I was okay.


81C Sara looks at him, exasperated and stern.   81C

SARA It was stupid of you to go there.

John stares at her, surprised.

SARA Goddammit, John,  you have to be smarter than that.  You're too
important!   You can't risk yourself, not even for me, do you
understand?   I can take care of myself. I was doing fine.  Jesus, John.
You almost got yourself killed.

We see his chin quiver.  He's a tough kid, but all he really wants is
for her to love him.  He hasn't had enough years on the planet yet to be
the man of steel she demands.

john I...  had to get you out of that place... I'm sorry, I...

His face crumples.  He starts to cry.  Sara gives him a cold stare.

SARA Stop it!  Right now!  You can't cry, John.  Other kids can afford
to cry.  You can't.

He's trying to be brave, he really is.  Terminator turns and sees the
water leaking from his eyes.  It doesn't make any sense to him.

terminator What is wrong with your eyes?

John turns away, ashamed.  Sara lets her breath out, realizing how keyed
up she is.    She turns to Terminator, giving him a wary once-over.

SARA So what's your story?

cut to: 82  ext. mental hospital    82

The cops have shown up, as they always do.  There are black and whites
everywhere, and ambulances are arriving.  Two cops and an orderly are
required to subdue poor doctor Silberman, who is raving at the top of
his lungs.

Silberman ...it was all true and we're all going to die and the guy
changed, I saw him change!!

It's quite pathetic.  A nurse shoots him up with a sedative.  They lead
him away.


82A T-1000 walks unperturbed among the milling cops.  No-one notices
    him.   82A He slips into his cruiser and drives off into the night.

83  int. car    83

Terminator  drives steadily into the black night.

SARA This T-1000... what happens when you shoot it?

terminator Ballistic penetration shocks it, but only for a few seconds.

Sara thinks about that.  Then.

SARA Can it be destroyed?

terminator Unknown.

They ride along in silence for a few seconds. Sara sees something up
ahead, some lonely neon in the blackness.

SARA Pull in here.  We have to ditch this car.


84  EXT.  SERVICE STATION - NIGHT   84

A rundown gas station with a buzzing neon sign and no-one around.  They
pull into the drive and slowly cruise past the empty office.  A sign in
the window says CLOSED SUNDAY.   They continue around the building to
the garage's back door.

AT THE GARAGE DOOR.  Terminator breaks the lock on the roll-up door and
raises it.  Sara pulls the security car in out of sight.  Terminator
rolls the door down behind them.

85  INT. GAS STATION    85

Dark.  Sara switches on the single drop-light.  She and Terminator look
at each other.  Terminator is shot-up and bleeding, and Sara has a
vicious slash in her upper arm which has soaked her sleeve with blood.

SARA You look like handmade shit.

terminator So do you.

CUT TO:

86  TIGHT ON FIRST AID KIT from the office, plus some not-so-oily rags,
    a bottle    86 of rubbing alcohol, a few small tools, and other
    makeshift odds and ends.  Terminator's hand comes into shot.  Sets
    down a bloody rag.  Picks up a clean one.

WIDER.  Sara sits on an empty crate.  Terminator is beside her, suturing
her wound with some fine wire from the winding of an alternator.  Using
a pair of needlenose pliers he draws the wire through her pale skin with
a delicate hand.

terminator I have detailed files on human anatomy.

Sara stares into his face, inches away, fighting the pain.  She doesn't
like  him being this close to her to begin with, let alone carving on
her.

SARA I'll bet.  Makes you a more efficient killer, right?

terminator Correct. Cut to:

87  TIGHT ON TERMINATOR'S BACK.  The leather jacket is riddled with
    bullet  87 holes.  Sara and John help pull it off, revealing
    Terminator's broad, muscled back beneath.

WIDER.  John and Sara stare in amazement.  There are at least twenty
bullet holes in him.  Back Arms.  Legs.  Fortunately they're all 9mm.
The holes are small and the damage cosmetic.

john Does it hurt?

terminator I sense the injuries.  The data could be called pain.

TIGHT ON SARA AND TERMINATOR.ÊÊSara starts washing the bullet holes in
his broad back with alcohol.

SARA Will these heal up?

Terminator nods.  She reaches into the bloody wounds with pliers and
finds the  copper-jacketed bullets, flattened against his armored
endoskeleton.  Pulls them out.  They CLINK one by one into a glass.

SARA That's good.  Because if you can't pass for human, you won't be
much good to us.

She concentrates on removing the slugs.  CLINK.  CLINK.


    TERMINATOR 2 - Rev.  9/10/90        55

87  john    87 How long do you live.  I mean last?

terminator A hundred and twenty years on my existing power cell.

Sara nods, pulling out another slug.  CLINK.  The glass is nearly full
of flattened bullets.   She begins to sew the holes closed with a few
wire sutures.  John watches in quiet amazement, the two warriors calmly
fixing each other.

john Can you learn?  So you can be be... you know.  More human.  Not
    such a dork all the time.   *

Terminator turns toward him.

terminator My CPU is a neural-net processor... a learning computer.
But Skynet presets the switch to "read only" mode when we are sent out
alone.

SARA (cynical) Doesn't want you thinking too much, huh?

terminator No.

john Can we reset the switch? CUT TO:

88  E.C.U. OF AN X-ACTO KNIFE cutting into Terminator's scalp at the
    base of    88 his skull.  His voice calmly directs Sara as she
    spreads the bloody incision and locates the maintenance port for the
    CPU in the chrome skull beneath.

terminator Now open the port cover.

She wipes away the blood and uses the garage-mechanic's air tools to
unscrew the port cover.

88A TERMINATOR POV (DIGITIZED) as he watches her work in a mirror   88A
    they've taken from the washroom.  Sara and John are standing behind
    him.  Her hands are covered with blood, like a surgeon's.

terminator Hold the CPU by its base tab.  Pull.

Following his instructions, she reaches in with a pair of tweezers and
PULLS-- There is a BURST OF STATIC and the screen goes BLACK.

CUT TO:

    TERMINATOR 2 - Rev.  9/10/90        56

89  TIGHT ON JOHN AND SARA looking at what she has removed.  A reddish
    89 brown ceramic rectangle with a connector on one end.  About the
    size and shape of a domino.  On close inspection it appears to be
    made up of small cubes connected together.  It is identical to the
    shattered one in the vault at Cyberdyne Systems.  Now we know what
    it is that Miles Dyson values so highly.  The brain of a terminator.

89A WIDER.  John walks around Terminator and looks at his face.     89A
Eyes open, he is completely inert.  Dead.

John lifts his huge hand.  The dead servos whine sullenly as he forces
them.  It's like rigor mortis.  He releases the hand and it stays in the
lifted position.  Sara examines the CPU chip.

john Can you see the pin switch?

She ignores him.  She looks at Terminator.  Then back at the chip. Then
she sets it on the work table and picks up a small sledge hammer.  John
realizes what she is about to do.  Dives at her as the sledge is
whistling down.

john No!!!!

He slaps his hand down over the chip. Sara barely stops the sledge
before smashing his fingers.

SARA Out of the way, John!

john No!  Don't kill him!

SARA It, John.  Not him.  It.

john Alright, it.  We need it!   *

John keeps his hand right where it is.

SARA We're better off by ourselves.  *

    JOHN    * But it's the only proof we have of the future...    *
    about the war and all that.    *

    SARA    * I don't trust it!  These things are hard to kill,   *
    John, believe me, I know.  We may never have    * this opportunity
    again.

 * TERMINATOR 2 - Rev.  9/10/90        56A

89A john    89A Look, Mom, if I'm supposed to ever be this great leader,
    you should start listening to my   * leadership ideas once in a
    while.  'Cause if you    * won't, nobody else will.    *

Smart kid.  He's got her.  She nods, reluctantly.  He palms the chip and
studies it minutely.


    TERMINATOR 2 - Rev.  9/10/90        57

89B John takes a pin and moves the almost invisible switch to the other
    position.   89B It is now in "write" mode.  Then he grimaces as he
    inserts the wafer back into the slot in Terminator's skull.

89C TERMINATOR VISION flares back to life in a burst of static.  The
    image  89C forms.  Sara and John stand behind him in the mirror.

terminator Was there a problem?    *

John glances sheepishly at Sara.  Then smiles at Terminator.

john No problem.  None whatsoever.

CUT TO:

90  JOHN  SLEEPING, lying on a pile of rags next to a stack of tires.
    90* The lights are off.   Sara sits nearby, crosslegged, her back
    against the wall.     * The .45 is cradled in her lap.  She looks
    weary, but she won't allow herself to    * sleep with Terminator
    present.  *

By the office windows, in a slash of moonlight, is Terminator.  He
    stands silent and still, watching the night.  Only his eyes move,
    tracking with the occasional car passing on the road. His figure
    silhouetted and still.   *

DISSOLVE TO:

91  SAME IMAGE.  Now DAYLIGHT streams in the dusty windows.     91
    Terminator has not moved.  Faithful machine sentinel.  He turns at a
    sound.  John stirs, waking up.  He squints at the sunlight.  Sara is
    still awake.  She     * gets up, wincing at the pain in her arm.
    *

cut to:

92  ext. gas station - day (later)  92

John and Terminator walk to an old Chevy pickup parked behind the
garage.  The day is clear but windy.  Dust devils chase themselves
behind the place.  The pickup is locked but Terminator breaks the
side-window with his fist and opens the door.  He and John climb in.

92A IN THE PICK UP.  Terminator has this trick (which you could do too
if you   92A had servo-driven steel fingers) where he smashes the cowl
around a steering column with one blow from the palm of his hand.  When
it shatters he strips it away with a single move, and then turns the
stub of the lock-mechanism with his fingertips.  This starts the
vehicle.  It takes about three seconds.

In fact, he does it so quickly, the truck is running by the time John
flips down the sun visor.  A set of keys drops out and John catches
them.  Dangles them in front of Terminator's eyes.


    TERMINATOR 2 - Rev.  9/10/90        58

92A     john    92A Are we learning yet?

92B Sara comes out.  She's found a mechanic's coverall inside, used but
    fairly  92B clean.  It doesn't fit too well but it's better than the
    stuff from the hospital.  She's still barefoot. The sun, which she
    hasn't seen in months, hurts her eyes.  Terminator and John pull up
    in the pickup.  She gets in.

92C terminator  92C We need to get as far from the city as possible. *
SARA Just head south.

cut to:

93  int. / ext. pickup truck / highway - day    93*

    THE OPEN ROAD.  The pick-up roars through light traffic down a long
    stretch of highway.  They sit three abreast on the bench seat, John
    in between, like some improbable family on a car trip.      * Sara
    leans over to get a look at the speedometer.   *

SARA Keep it under sixty five.  We can't afford to get pulled over.

Terminator backs off the throttle slightly. * terminator Affirmative.

john No, no, no.  You gotta listen to the way people talk.  See, you
don't say like "Affirmative" or some shit like that.  You say... no
problemo.

Terminator nods, filing away the information.  Sara is ignoring the
lesson, lost in thought.

    TERMINATOR 2 - Rev.  9/10/90        *59

93  john    93* If someone gets upset you say " chill out".  If someone
comes off to you with attitude, you say "eat me"...  if you wanna shine
them on it's "Hasta la vista, baby".

Terminator Hasta la vista, baby?

John Yeah, or "later, dickwad."  Or if someone gets upset you say "chill
out." Like that.  Or you can do combinations.

terminator Chill out, dickwad.

john That's great!  See, you're getting it.

terminator No problemo. cut to:

94  OMITTED 94*

94A OMITTED 94A*

95  OMITTED 95*


    TERMINATOR 2 - Rev.  9/10/90        60

96  ext. roadside stand/gas station - day   96

There's a gas pump and a sleazy fast-food stand.   Picnic tables are set
up at the side of the food stand.  A  family sits at one, children
playing and running about.  96A The pickup truck pulls into the lot.
Stops at the gas pump.    * Sara turns to John. *

SARA You got any cash?

John pulls what's left of his Ready Teller money from his pocket.

john Only a couple of hundred.  I'll give you half.

Sara grabs all of it.  Peels off a twenty,  Hands it to John.

SARA Get some food.

She opens the truck door and steps out.  John turns to Terminator.

john No sense of humor.

97  THE ORDERING WINDOW as John and Terminator approach.    97*

john And that's another thing.  You could lighten up a bit, yourself.
This severe routine is getting old.  Smile once in a while.

terminator Smile?

John Yeah.  Smile. You know.  People smile, right?  Watch.

Goes to the order window.

John (smiling broadly) Hi.  Nice place you got here.  How's business?

window woman (stone faced) Gimme a break.

John (to Terminator) Okay.  Bad example.  Over there, look.


    TERMINATOR 2 - Rev.  9/10/90        60A

97  John points at THREE TEENAGE GUYS standing at a drinking fountain
    97* nearby.  One of them has said something funny and the others are
    laughing, grinning.

John Like that.

TERMINATOR POV (DIGITIZED)  The real-time image continues while a replay
of one of the guys grinning runs in a window.  It expands, so that the
guy's mouth fills the window.  Replays again in slow motion.  A
vector-graphic of lips smiling appears, along with an array of symbolic
data.

Terminator tries it.  The result is dismal.  A rictus-like curling up of
the lip.  Terminator's next effort is a marginal improvement.

John I don't know, maybe you could practice in front of a mirror or
something.

                                    CUT TO:

98  EXT.  REST STOP/PICKUP TRUCK - DAY (LATER)  98*

    Sara and John are eating cheeseburgers and fries, sitting in the
    truck and on the curb respectively.  They are parked away from the
    other families, at the end of the gravel parking area.   Terminator
    is pouring coolant into the radiator.  Sara is deep in thought,
    turning and turning the whole thing in her brain.  John, unable to
    deal with her silence, goes around to where Terminator is working.

98A John sees two kids playing with machine-gun watering pistols nearby,
    98A* viciously squirting each other.

first kid You're dead!

second kid Am not!

first kid Are so!

John and Terminator watch them rolling on the ground in a fight to the
death.  Sara rounds the front of the truck, and sees the kids.  John
sighs, solemn.  He looks up at the cyborg.

john We're not gonna make it, are we?  People, I mean.

terminator It is in your nature to destroy yourselves.

John nods, depressed.


    TERMINATOR 2 - Rev.  9/10/90        *61

98A john    98A* Yeah.  Drag, huh?

SARA I need to know how Skynet gets built.  Who's responsible?

terminator The man most directly responsible is Miles Bennet Dyson,
director of  Special Projects at Cyberdyne Systems Corporation.

SARA Why him?

terminator In a few months he creates a revolutionary type of
microprocessor.

SARA Then what?

98B Terminator closes the hood and gets into the truck as he speaks.
98B*

    terminator  In three years Cyberdyne  will become the largest
supplier of military computer systems.  All stealth bombers are upgraded
with Cyberdyne computers, becoming fully unmanned.  Afterward, they fly
with a perfect operational record.

SARA (getting in behind John) Uh huh, great.  Then those fat fucks in
Washington figure, what the hell, let a computer run the whole show,
right?


terminator Basically.  (starting the engine, backing out) The Skynet
funding bill is passed.  The system goes on-line August 4th, 1997.
Human decisions are removed from strategic defense.  Skynet begins to
learn, at a geometric rate.  It becomes self-aware at 2:14 a.m. eastern
time, August 29.  In a panic, they try to pull the plug.

SARA And Skynet fights back.

They accelerate back onto the highway.

    TERMINATOR 2 - Rev.  9/10/90        62

98B terminator  98B* Yes. It launches  its ICBMs  against their targets
in Russia.

SARA Why attack Russia?

terminator Because Skynet knows the Russian counter-strike will remove
its enemies here.

SARA Jesus. (beat, then) How much do you know about Dyson?

terminator I have detailed files.

    SARA I want to know everything.  What he looks like.  Where he
lives.  Everything.

99  int. dyson house - day  99

    Miles Dyson sits at the huge desk in his study.  He is deep in
    thought, tapping away at the keyboard of his home computer terminal.
    Next to his desk are racks of sophisticated gear.  On a Sunday
    morning, when most men are  * relaxing, spending time with their
    families, Dyson is hard at work.

IN A PROFILE CLOSEUP we see him in deep concentration, his mind prowling
the labyrinth of his new microprocessor.

A WOMAN'S FACE ENTERS FRAME soundlessly behind him.  He doesn't hear
her.  His wife, TARISSA, extends her tongue and traces it down the back
of his neck.  He smiles and turns to kiss her good morning.  She's still
in her bathrobe, holding coffee.  He's been up for hours.  He turns and
goes back to work, forgetting instantly that she is standing there.

She watches him work, the arcane symbols moving across the screen.  We
see her frustration, her inability to truly enter the magic box of his
world.

tarissa You going to work all day?

dyson I'm sorry, baby.  This thing is just kicking my ass.  I thought we
had it with this one...


    TERMINATOR 2 - Rev.  9/10/90        63

99  He points to a  metal box on his desk, about two feet long.  An
    assembly of     99 small cubes.  It looks like a dinosaur version of
    Terminator's CPU.

dyson ... but the output went to shit after three seconds.  I'm thinking
now it's in the way I'm matrixing the command hierarchies

tarissa You need a break.  You'll see it clearer when you come back.

dyson I can't.

tarissa Miles, it's Sunday.  You promised to take the kids to Raging
Waters today.

dyson Oh.  I can't honey.  I'm on a roll here.

He takes her hands.  We see a childlike excitement in his face.  He
wants so badly to share the almost orgasmic thrill of discovery, the
satisfaction of creation.

dyson Baby, this thing is going to blow 'em all away.  It's a neural-net
    process--    *

Tarissa I know.  You told me. It's a neural-net processor.  It thinks
and learns like we do.   Its superconducting at room temperature.  Other
computers are pocket calculators by comparison.  (she pulls away from
him) But why is that so goddamn important, Miles?  I really need to
know, cause I feel like I'm going crazy here, sometimes.

dyson I'm sorry honey, it's just that I'm  thiiis close.

He holds up his thumb and index finger... a fraction of an inch apart.
She picks up the prototype.  It doesn't look like much.

Dyson Imagine a jetliner with a pilot that never makes a mistake, never
gets tired, never shows up to work with a hangover.  (he taps the
prototype) Meet the pilot.


    TERMINATOR 2 - Rev.  9/10/90        64

99      tarissa 99  Why did you marry me, Miles?  Why did we have these
two children?  You don't need us. Your heart and your mind are in here.
(she stares at the metal box in her hands) But it doesn't love you like
we do.

He takes the anodized box from her hands and sets it down.  Then he puts
his hands on her shoulders and kisses her gently.  She acquiesces to his
kiss.

dyson I'm sorry.

    Tarissa glances over his shoulder.  She nods her head toward the
    doorway to the study.  Dyson turns and sees their two kids standing
    there.  Danny (6) and Blythe (4) look rumpled and adorable in their
    PJs.  Dyson wilts at their hopeful     * expressions.

tarissa How about spending some time with your other babies?

Dyson grins.  The forces of darkness have lost this round.  He holds out
his hands and his kids run to him, cheering.

                                    CUT TO:

100-117 OMITTED *

A100    EXT. desert / compound - DAY    a100*

The desert northwest of Calexico.  Burning under the sun like a
hallucination.  Heat shimmers the image, mirage-like. Terminator turns
the pickup off the paved road and barrels along a roadbed of sand and
gravel, trailing a huge plume of dust. A sign at the turnoff says:
CHARON MESA 2 MI CALEXICO          15 MI

A101    AHEAD is a pathetic oasis of humanity in the vast wasteland, a
couple of    A101* aging house-trailers, surrounded by assorted junk
vehicles and desert-style trash.  There is a dirt airstrip behind the
trailers, and a stripped Huey helicopter sitting on blocks nearby.

The truck rolls to a stop in a cloud of dust.   The place looks
deserted.  The door to the nearest trailer bangs in the wind.

SARA (to Terminator and John) Stay in the truck.

A102    ANGLE FROM INSIDE ANOTHER TRAILER, NEARBY.  A102* A DARK FIGURE
    in the F.G. has an AK 47 trained on the pickup as Sara gets out.


    TERMINATOR 2 - Rev.  9/10/90        *65

A102    ON SARA peering through the backlit dust.   A102* The sound of
wind.  She approaches the trailer.

SARA (in Spanish) Enrique?  You here?

She hears KACHACK! behind her and spins, whipping out her .45 in one
motion.

ENRIQUE SALCEDA stands behind a rusting jeep, a 12-gauge pump trained on
her.  He is mid-forties, a tough Guatemalan with a weathered face and
heavy moustache.  He wears cowboy boots and a flak vest, no shirt.

salceda You pretty jumpy, Conner.

His fierce face breaks into a broad grin.  The shotgun drops to his side
as he walks toward her.  When he reaches her he hugs her, then steps
back.

salceda (in Spanish) Good to see you, Conner.  I knew you'd make it back
here sooner or later.

He grins at John as he steps from the truck, and then clocks Terminator
getting out.

salceda Oye, Big John!  Que pasa?  Who's your very large friend?

John (perfect Spanish) He's cool, Enrique.  He's... uh...  this is my
Uncle Bob.  (to Terminator, in English) Uncle Bob, this is Enrique.

Terminator smiles.  Sort of.  Salceda squints at him.

salceda Hmmm.  Uncle Bob, huh?  Okay.  (yelling) Yolanda.  Get out here,
we got company.   And bring some fucking tequila!

A thin Guatemalan KID, FRANCO, eighteen or so, comes out of the trailer
with the AK-47, followed by Salceda's wife, YOLANDA.   She has THREE
younger children with her, from a five year old GIRL, JUANITA, to a
year-and-half old BOY.   She waves at John.  They exchange greetings in
Spanish.  They seem like nice people. Terminator looks down at John,
next to him.  He says quietly...


    TERMINATOR 2 - Rev.  9/10/90        *66

A102    TERMINATOR  A102* Uncle Bob?

    SALCEDA (to Sara) So, Saralita, you getting famous, you know that?
All over the goddamn TV.

Salceda rips the cap off the tequila bottle.  The two year old toddles
to Terminator and grabs his pants, sliming them with drool. Terminator
looks down at the tiny kid, fascinated.  What is it? He picks the child
up with one huge hand.  Looks at it.  Turns it different ways.  Studying
it.  Then sets it down.  The kid waddles off, a little dizzy.

salcedA Honey, take Pacolito.  Thanks, baby.

She hands him the tequila and takes the child.  Salcedo takes a long
pull from the Cuervo bottle.

salcedA (to Terminator) Drink?

Terminator gestures "no" at the proffered bottle, but Sara grabs it and
takes a long plug.  She lowers it without expression.  Her eyes don't
even water.

SARA I just came for my stuff.  And I need clothes, food, and one of
your trucks.

salceda (grinning) Hey, how about the fillings out of my fucking teeth
while you're at it?

SARA Now, Enrique. (turns to Terminator and John) You two are on weapons
detail. cut to:

A103    Ext. compound/ behind the trailers  A103*

There is an aging and rusted Caterpillar sitting  behind one of the
trailers.  John expertly backs it toward Terminator who is holding one
end of a piece of heavy chain which disappears into the sand.

John Hook it on.

Terminator hooks the chain onto the towhook on the back of the tractor.
John hits the throttle and the Cat churns its treads, pulling some
massive load.   A six-by-eight foot sheet of  steel plate moves slowly
under six inches of sand.

    TERMINATOR 2 - Rev.  9/10/90        *67

A103    John drags it far enough to reveal...  a rectangular hole in the
    ground.  Like  A103* the mouth of a tomb.  The kid drops down from
    the tractor and walks to the hole.

John One thing about my mom... she always plans ahead.

A104    int. weapons cache  A104*

From inside the "tomb".   Sunlight slashes down into a cinder-block
room, less than six feet wide but over twenty long.   Sand spills down
the steps.  The walls are lined with guns.

John precedes Terminator into Sara's weapons cache.  Rifles, pistols,
rocket launchers, mortars, RPGs, radio gear.  At the far end boxes
containing ammo, grenades etc. are stacked to the ceiling.  Terminator
gets real alert.  Scanning, wondering where to begin. He picks up a MAC
10 machine pistol.  Racks the bolt.

Terminator Excellent.

john Yeah, I thought you'd like this place.

A105    ext. compound / nearby  A105*

Sara emerges from a trailer.  She has changed.   Boots, black fatigue
pants, T-shirt.   Shades.  She looks hard.  Salceda is nearby, packing
food and other survival equipment with Yolanda.  He looks up as Sara
approaches, and slaps the side of a BIG FOUR-BY BRONCO next to him.

salceda This is the best truck, but the water pump is blown.  You got
the time to change it out?

SARA Yeah.  I'm gonna wait till dark to cross the border. (she pulls him
away from Yolanda) Enrique, it's dangerous for you here.  You get out
tonight, too, okay?

salceda Yeah, Saralita.  Sure.  (he grins) Just drop by any time and
totally fuck up my life.

She claps him on the shoulder.

cut to:

    TERMINATOR 2 - Rev.  9/10/90        *68

A106    int. weapons cache  A106*

Terminator returns from carrying out several cases of ammo.  John is
selecting rifles from a long rack.

John See, I grew up in places like this, so I just thought it was how
people lived... riding around in helicopters.  Learning how to blow shit
up.

John grabs an AK-47 and racks the bolt with a practiced action.
Inspects the receiver for wear.  Doesn't like what he sees.  Puts it
back.  His movements are efficient.  Professional.  Uninterested.

John Then, when Mom got busted I got put in a regular school.  The other
kids were like, into Nintendo.

Terminator has found a Vietnam era "blooper" M-79 grenade launcher.  A
very crude, but effective, weapon.  He opens the breech and inspects the
bore.

John Are you ever afraid?

Terminator pauses a second.  The thought never occurred to him.  He
searches his mind for the answer...

terminator No.

Terminator slings the M-79 and starts looking for the grenades.

John Not even of dying?

Terminator No.

john You don't feel any emotion about it one way or the other?

terminator No.  I have to stay functional until my mission is complete.
Then it doesn't matter.

John is idly spinning a Sig Saur 9mm pistol on his finger... backwards
and forwards like Bat Masterson.

john Yeah.  I have to stay functional too. (sing-songy) "I'm too
important".


    TERMINATOR 2 - Rev.  9/10/90        *69

A106    Terminator pulls back a canvas tarp, revealing a squat, heavy
    weapon with   A106* six barrels clustered in a blunt cylinder.
    Chain-ammo is fed from a cannister sitting next to it.  A G.E.
    MINI-GUN.  The most fearsome anti-personnel weapon of the Vietnam
    era. Terminator hefts it.  Looks at John as if to say "Can I?
    Please."

John It's definitely you. cut to:

A107    ext. compound - day /LATER  A107*

Sara and John have their weapons and supply selections laid out on two
battered picnic tables for cleaning and packing.  Maps, radios,
documents, explosives, detonators... just the basics. Sara is
field-stripping and cleaning guns, very methodically.  There is no
wasted motion.

Not far away, John and Terminator are working on the Bronco.  They're
greasy up to their elbows, lying on their backs under the engine
compartment, ratcheting bolts into place on the new water pump.

John There was this one guy that was kinda cool.  He taught me engines.
Hold this a second.  Mom screwed it up, of course.  Sooner or later
she'd always tell them about Judgment Day and me being this world leader
and that'd be all she wrote.

John thinks he's being casual, but his longing for some kind of parental
connection is obvious.

Terminator Torque wrench please.

john Here.  I wish I coulda met my real dad.

Terminator You will.

John Yeah.  I guess so.  My mom says when I'm like, 45, I think, I send
him back through time to 1984.  But right now he hasn't even been born
yet.  Man, it messes with your head.  Where's that other bolt?
(Terminator hands it to him) Thanks.  Mom and him were only together for
one night, but she still loves him, I guess.  I see her crying
sometimes.  She denies it totally, of course. Like she says she got
something in her eye.


    TERMINATOR 2 - Rev.  9/10/90        *70

A107    They crawl out from under the truck into the bright sunlight.
A107*

terminator Why do you cry?

john You mean people?  I don't know.  We just cry.  You know.  When it
hurts.

terminator Pain causes it?

john Uh-unh, no, it's different...  It's  when there's nothing wrong
with you but you hurt anyway.  You get it?

terminator No.

Terminator gets into the Bronco and turns the ignition key and the
engine catches with a roar.

John Alriiight!!  My man!

 Terminator No problemo.

John grins and does a victorious thumbs up. Terminator imitates the
gesture awkwardly. John laughs and makes him get out of the truck, to
try the move again.

A108    SARA, across the compound, pauses in her work to watch John and
    A108* Terminator.


    TERMINATOR 2 - Rev.  9/10/90        *71

A109    SARA'S POV... we don't hear what John and Terminator are saying.
    It is a   A109* soundless pantomime as John is trying to show some
    other gestures to the cyborg.  Trying to get him to walk more
    casually.  John walks, then Terminator tries it, then John  gestures
    wildly, talking very fast... explaining the fundamental principles
    of cool.  They try it again.  Continued ad lib as we hear:

SARA (V.O.) Watching John with the machine, it was suddenly so clear.
    The Terminator would never stop, it would never leave him... it
    would always be there.   And it would never hurt him, never shout at
    him or get drunk and hit him, or say it couldn't spend time with him
    because it was too busy.  And it would die to protect him.  Of all
    the would-be fathers who came and went over theyears, this thing,
    this machine, was the only one who measured up.  In an insane world,
    it was the sanest choice.

Sara clenches her jaw and goes grimly back to work... a strong woman
made hard and cold by years of hard choices.

cut to:

A110    ext.  road - day    A110*

A police cruiser is parked off the side of a quiet, empty road on the
outskirts of Los Angeles.   A ribbon of traffic moves steadily  by on a
freeway in the distance.  Nothing stirs around the cruiser except some
pump-jacks sucking the earth on the hill behind it.

A111    IN THE CRUISER.  The T-1000 sits inside.  John's notes and
letters are  A111* spread out on the seat beside him.  Sara's voice
speaks from a cassette deck.  John's tapes.  Her voices mixes with the
static filled chatter of the radio that T-1000 monitors for any sign of
its target.

SARA ... if we are ever separated, and can't make contact, go to
Enrique's airstrip.  I'll rendezvous with you there.

T-1000 whips around and rewinds the tape, replaying the last section.
It then snaps up the envelope of photos we saw earlier.

ECU on envelope.  We see the postmark:  "Charon Mesa, Calif."

TIGHT ON T-1000 staring at the postmark on the envelope.  He glances up
at the sound of crunching gravel.   In the rearview he sees a BIKE COP
pulling onto the shoulder behind him.  The big KAWASAKI 1100 idles up
next to the T-1000, still seated in the cruiser.

    TERMINATOR 2 - Rev.  9/10/90        *72-78

A111    bike cop    A111* Howdy.  I saw you pulled over here earlier.
Everything okay?

T-1000 Everything's fine.  Thanks for checking. (he gets slowly out of
the car) Since you're here, though, can I talk to you a second...

cut to:

A112    ext. highway - day / minutes later  A112*

The T-1000 thunders along on the Kawasaki 1100, doing about a hundred
and twenty.  PAN WITH IT until it recedes toward the horizon.

cut to:

    TERMINATOR 2 - Rev.  9/10/90        79

A113    ext. compound - day (late afternoon)    A113*

Sara sits at the picnic table.  The weapons are cleaned and her work is
done.  She hasn't slept in twenty four hours and she seems to have the
weight of the whole world on her shoulders.  She draws her knife from
its belt sheath.  Idly starts to carve something on the table top... the
letter "N".

A114    NOT FAR AWAY, John and Terminator are packing the Bronco for the
trip.  A114*

A115    ON SARA, AT THE TABLE as she looks up from her carving,
     thinking.  She  A115* watches Salceda's kids playing nearby...
     wrestling with a mutty dog and loving it.  Sara watches Yolanda
     walking her toddler by the hands.  Backlit, stylized.  She looks
     over at John.  Loading guns and supplies.

A116    ANGLE ON kids playing.  A116*

A117    SARA'S HEAD droops.  She closes her eyes.   A117*

118 TIGHT ON small children playing.  Different ones.   118 Wider now,
to reveal a playground in a park.  Very idyllic.  A dream playground,
crowded with laughing kids playing on swings, slides, and a jungle gym.
It could be the playground we saw melted and frozen in the post-nuclear
desolation of 2029.  But here the grass is vibrant green and the sun is
shining.

118A    Sara, short-haired, looking drab and paramilitary, stands
    outside the   118A playground.  An outsider.  Her fingers are hooked
    in a chain link fence and she is staring through the fence at the
    young mothers playing with their kids.   A grim-faced harbinger.

118B    Some girls play skip-rope.  Their sing-song chant weaves through
    the random     118B burbling laughter of the kids.  One of the young
    mothers walks her two year old son by the hands.  She is wearing a
    pink waitress uniform.  She turns to us, laughing. It is Sara.
    Beautiful.  Radiant.  Sara from another life, uncontaminated by the
    dark future.  She glances at the strange woman beyond the fence.

118C    Grim-faced Sara presses against the fence.  She starts shouting
    at them in  118C SLOW MOTION.  No sound comes from her mouth.    She
    grabs the fence in frustration, shaking it.  Screaming soundlessly.
    Waitress Sara's smile falls.  Then returns as her little boy throws
    some sand at her.  She laughs, turning away, as if the woman at the
    fence were a shadow, a trick of the light.


    TERMINATOR 2 - Rev.  9/10/90        80

118D    Behind her the earth splits open.   118D In a wide shot we see
everyone stop and stare as the ground heaves upward all around them.  As
far as the eye can see the monstrous caps of missile silos are hinging
up, ripping up through the grass and soil.  Now the mothers are
screaming, pulling their children to them... but it is too late to run.
The silo caps are open, rows of them marching to the horizon.  As if a
tranquil reality has split open to reveal another horrible reality which
has always been there, hidden beneath it.

118E    Thunder shakes the earth.  We see the obscene heads of the
    missiles     118E* thrusting up out of the holes in the ground.
    Walls of fire erupt as the fat    * cylinders rise like awakened
    monsters from the earth.

118F    Sara stares in numb horror as the tail-nozzles clear the silo
    rims, and a wall  118F of flame roars out, devouring the cowering
    mothers and children.  Incinerating them and rolling on, toward her.
    She screams and we hear it now, shrill and terrifying, mixing with
    the thunder as the flames wrap around her, blasting her apart and
    she...

119 Wakes up.   119* All is quiet and normal.  The children are still
running through the sprinkler nearby.   Less than fifteen minutes have
gone by.

Bathed in sweat, Sara sits hunched over the table.  Every muscle is
shaking.  She is gasping.  Sara struggles to breathe, running her hand
through her hair which is   * soaked with sweat.  She can escape from
the hospital, but she can't escape  * from the madness which haunts her.

    She looks down at the words she has carved on the table, amid the
scrawled hearts and bird-droppings.  They are:  "NO FATE."    *
Something changes in her eyes.  She slams her knife down in the table
top, embedding it deeply in the words.  Then gets up suddenly and we--

CUT TO:

A120    LONG LENS on Sara walking toward us, striding across the
    compound with  A120* grim purpose.  She carries a small nylon pack
    and a heavy FN FAL .308 assault rifle.   Her face is an impassive
    mask.  She has become a terminator.

A120A JOHN LOOKS UP from his work in time to see Sara throw the rifle
behind    A120A* the seat of their stolen pickup, jump in and start it.
She slams it in gear.  Salceda walks up to John.

salceda She said you go south with him... (he points at Terminator) ...
tonight, like you planned.  She will meet you tomorrow in...

But John is moving, running after her.

john Mommm!!  Wait!!


TERMINATOR 2 - Rev.  9/10/90        *81

A120B MOVING WITH SARA as she leaves the compound.  We see John running
    A120B* after her... yelling.  Can't hear his words.  She looks in
    the rear-view mirror but doesn't slow down.

cut to:

A121    ext. compound - dusk / minutes later    A121*

John and Terminator ponder the message carved into the top of the picnic
table.  Sara's knife is still imbedded there.

john "No fate."  No fate but what we make.  My father told her this... I
mean I made him memorize it, up in the future, as a message to her--
Never mind.  Okay, the whole thing goes "The future is not set. There is
no fate but what we make for ourselves."

terminator She intends to change the future somehow.

john I guess, yeah-- (snaps his fingers as it hits him) Oh shit!!

Terminator Dyson.

john Yeah, gotta be!  Miles Dyson!  She's gonna blow him away!  We gotta
stop her.

John motions to Terminator and breaks into a run.

john Come on.  Let's go.  LET'S GO!!

cut to:

A122    int. / ext. SARA's jeep - dusk  A122*

Sara speeds through the darkening desert.  Expressionless.  In her dark
glasses, she looks as pitiless as an insect.

dissolve to:

A123    ext. highway - night    A123*

TRACKING WITH THE BRONCO, Terminator and John heading toward L.A.

terminator Why do you want to stop her?  Killing Dyson may prevent the
war.

    TERMINATOR 2 - Rev.  9/10/90        *82

A123    John    A123 I don't care!!  There's gotta be another way.
Haven't you learned anything?! Haven't you figured out why you can't
kill people?

Terminator is still stumped.

john Look, maybe you don't care if you live or die. But everybody's not
like that!  Okay?! We have feelings.  We hurt.  We're afraid.  You gotta
learn this stuff, man, I'm not kidding.  It's important.

PAN THEM BY as they pass, revealing the lights of the city ahead.

cut to:

A124    EXT. DYSON'S HOUSE - NIGHT  A124*

The house is high-tech and luxurious.  Lots of glass.  Dyson's study is
lit bluish with the glow from his computer monitors.  He is at the
terminal, working.  Where else?  We see him clearly in a long shot from
an embankment behind the house.

A DARK FIGURE moves into the foreground.  Rack focus to Sara as she
turns into profile.  She raises the FN FAL rifle and begins screwing the
long heavy cylinder of a sound-suppressor onto the end of the  barrel.

cut to:

A125    ext. salceda's camp - night A125*

SALCEDA'S DOG, teeth bared, barks a furious warning.  The SOUND of
machine gun fire erupts, drowning him out. YOLANDA, clutching a .45
Officer's Colt, sweeps Paco and Juanita up in her arms and races away.

SALCEDA is firing an MP5K on full auto, its strobing barrel flash
lighting up the camp.  CAMERA PUSHING IN ON HIM AS...

A125A THE T-1000 calmly walks toward him, unbothered by the stream of
bullets.  A125A* Unhurried.   Salceda, amazed, is backing toward his
truck, and the stacks of crated grenades and ammo boxes beside it.  The
T-1000 keeps coming.  Steps right up to Salceda, knocks the weapon away
and slams him to the ground.

A125B Salceda sprawls against one of the open wooden crates.    A125B*
T -1000 kneels before him.  Points his finger.  THUNK.   Salceda
screams, pinned to the crate by a two-foot steel needle through his left
lung.

t-1000 Where is John Conner?

    TERMINATOR 2 - Rev.  9/10/90        *83

A125B   salceda A125B* John who?

A125C THUNK!!  Another needle slams through him.   Salceda struggles to
    breathe     A125C* against the excruciating pain.

A125D   T-1000  A125D* (almost soothingly) I know this hurts.  Where is
John Conner?

Salceda's hand gropes in the open crate of grenades behind him.  He
clutches one.  Then apparently ready to cooperate he clutches T-1000's
shoulder and struggles to pull himself closer, up along the impaling
spikes.

Behind the T-1000's neck, Salceda pulls the grenade's pin with his free
hand.  The spoon flies off... CLINK.

salceda FUCK YOU!!

A125E The truck, Salceda, and the T-1000 vanish in a MASSIVE EXPLOSION
    as the   A125E* grenade sets off the other munitions.  A huge ball
    of fire ascends into the night.

A125F YOLANDA, huddled with her children, the .45 held before her in a
    combat   A125F* grip, screams as--

A125G A CHROME HEAD rolls out of the inferno and comes to rest in the
     dirt, the A125G* liquid metal mouth gulping like a gaffed fish.
     A125H A figure appears, silhouetted by the fire... or most of a
     figure. A125H*

A125I We TRACK WITH the polished black cop shoes toward the head lying
     in the   A125I* dirt.  A hand enters frame.  The head dissolves and
     fuses with the hand, like two blobs of solder running together.

A125J IN CLOSE-UP, the T-1000 rises into frame, whole again.  It trains
    its gaze on     A125J* Yolanda and the children.

A125K She stares in shock at the thing approaching.  She slowly lowers
    the useless  A125K* pistol.  The T-1000 walks right up to her.  It
    reaches down and picks up little Juanita.  Gives her a friendly
    smile.

t-1000 Do you know where John Conner is?

The child mutely shakes her head no.  T-1000 nods, unperturbed.  Points
toward the road.  Juanita follows with her eyes.

t-1000 When they reached the main road, did they go north...
(indicating) ...or south?

She points north.  T-1000 smiles.  Sets her down, unharmed.

    TERMINATOR 2 - Rev.  9/10/90        84-85

A125K   t-1000  A125K* Thank you for your cooperation.

With that, T-1000 turns and strides to his motorcycle parked a few yards
away.   Yolanda and her children silently watch as the Cop from Hell
climbs onto the bike and and roars off into the night.

cut to:

120-    OMITTED 120-* 128G        128G*

129 EXT. DYSON'S HOUSE  129*

With the silencer in place, Sara eases back the bolt and then slips it
forward, chambering a .308 round.  Then she lies down on the embankment.
Her cheek pressed against the cool rifle-stock, she slides one hand
slowly forward to brace the heavy weapon, taking the weight on her
elbow.  Her other hand slips knowingly to the trigger.

Her expression is cold, impassive.   She looks through the scope at  the
man in the house.  She feels nothing as she raises the rifle.

130 int. dyson house    130

Dyson's kids, Danny and Blythe, are playing in the halls with a
radio-controlled off-road truck.  Danny drives and Blythe scampers after
it, trying to catch it.  They stop in the hall outside Dyson's study and
see him working at his terminal.  Danny puts a finger to his lips,
shushing Blythe.  His expression is mischievous.

DYSON, in deep thought.  The rhythmic sounds of keys as he works.
Symbols on the screen shift.

130A    ON HIS BACK we see a glowing red dot appear.  It is the target
    dot of Sara's    130A laser designator.  It moves silently up his
    back toward his head.


    TERMINATOR 2 - Rev.  9/10/90        86

131 EXT. DYSON HOUSE/ EMBANKMENT    131

IN EXTREME CLOSEUP we see Sara's eye at the night-scope. TIGHT INSERT on
her finger as it tightens on the trigger, taking out the slack.  She
takes a deep breath and holds it.  Adjusts her position minutely.

132 int. dyson house    132

The laser dot jiggles on the back of Dyson's neck and then rises,
centering on the back of his skull.

132A    LOW ANGLE as Danny's Bigfoot truck roars toward us-- FILLING
FRAME. 132A Thump.  It hits Dyson's foot. He jerks, startled, and looks
down as-- POP!! 132B    His monitor screen is BLOWN OUT spraying him
with glass.  He jerks  132B back, utterly shocked... and spins to see
the huge hole blown through the window behind him.   This saves him as
K-THUMP! -- the second shot blows the top of his high-backed chair into
an explosion of stuffing an inch from his head. Instinctively he dives
to the carpet as --

    BLAM BLAM BLAM -- rounds blast through the window, tearing into his
    desk and computer, blowing his keyboard into shrapnel.  *

132C    With the monitor screen blown out, the room is in darkness.
    Sara can't see     132C Dyson now, down behind the desk.  She puts
    round after round into the heavy desk, blasting one side of it into
    kindling.

132D    Dyson, scared out of his mind, has his face jammed against the
    carpet,  132D terrified to move.  He sees his kids in the hall.

dyson Run, kids!  Go!  Run!

132E    IN THE HALL, TARISSA rounds the corner at a dead run.  She sees
    the kids    132E running toward her and grabs them in her arms.
    Down the hall, in the dark study, she sees Dyson on the floor amid
    the splinters and shrapnel of the continuing fusillade.

tarissa Miles!  Oh my God!!

dyson Stay back!!

132F    ON THE FLOOR, Dyson flinches as chunks of wood and shattered
    computer   132F components shower down on him.  He looks desperately
    toward the door, but knows he'd be totally exposed.  He'd never make
    it.


133 SARA's rifle empties with a final CLACK!    133 She throws it down
and draws her .45 smoothly from a shoulder holster.  She starts toward
the house, snapping back the slide on the pistol, chambering a round.
She is in a fast, purposeful walk, keeping her eyes fixed on the target.
She is utterly determined to kill this man.

134 FROM UNDER THE DESK Dyson can see a sliver of the back yard.  He
    sees   134 Sara's feet as she strides toward him.  He tenses to make
    a break for the door.

Sara raises the pistol, eyes riveted ahead, controlling her breathing.
Dyson springs up in a full-tilt sprint.  She tracks him. He hooks a foot
on the cord of a toppled disk-drive. BOOM!  Her shot blows apart a lamp
where his head was. He hits the floor hard, but keeps moving, scrambling
forward.

Crunch of glass behind him as Sara's dark form is framed in the
blown-out floor-to-ceiling window.  Dyson leaps toward the hall. BOOM!
Her second shot spins him.  He hits the floor in the hallway.  Tarissa
is screaming. Dyson struggles forward, stunned.  There is a .45 caliber
hole clean through his left shoulder.  He smears the wall with blood as
he staggers up.  Looking back, he sees the implacable figure behind him,
coming on. He topples through a doorway as --- BOOM!  BOOM!  Shots
blowing away the molding where he just was.

135 EXT. DYSON HOUSE/ STREET    135

Terminator and John leap from their jeep, sprinting toward the house.
The shots sound muffled from outside.

john Shit, we're too late!

136 INT. HOUSE  136

Advancing with Sara we enter the living room.  Tarissa has Blythe and
she's screaming at Danny, who has run back to his collapsed father.

tarissa Danny!  DANNY!

danny Daaaaddddeeee!

Danny is pulling at Dyson, crying and screaming, as his father tries to
stagger forward.  Tarissa drops Blythe and runs back for Dyson, grabbing
him.  Sara looms behind them with the pistol aimed.

SARA Don't fucking move!  Don't FUCKING MOVE!! (she swings the gun on
Tarissa) Get on the floor, bitch!  Now!!  Fucking down!  NOW!!


136     Sara is crazy-eyed now, shaking with the intensity of the
    moment.  The kill     136 has gone bad, with screaming kids and the
    wife involved... things she never figured on.  Tarissa drops to her
    knees, terrified as she looks into the muzzle of the gun.  Blythe
    runs to Dyson and hugs him, wailing.

blythe Don't you hurt my father!

SARA (screaming) Shut up, kid! Get out of the way!!

Dyson looks up, through his pain and incomprehension.  Why is this
nightmare happening?  The black gun muzzle is a foot from his face.

dyson (gasping) Please... let... the kids... go

SARA Shut up!  SHUT UP!! Motherfucker! It's all your fault!  IT'S YOUR
FAULT!!

We see her psyching herself to pull the trigger... needing now to hate
this man she doesn't know. It's a lot harder face-to-face.  She is
bathed in sweat, and it runs into her eyes.  Blinking, she wipes it fast
with one hand, then gets it back on the gun.  The .45 is trembling.

TIGHT ON SARA as we see the forces at war behind her eyes. She looks
into the faces of  Dyson, Tarissa, Blythe, Danny. Sara takes a sharp
breath and all the muscles in her arms contract as she tenses to fire.
But her finger won't do it. She lowers the gun very slowly.  It drops to
her side in one hand.

All the breath and energy seems to go out of her. She weakly raises her
other hand in a strange gesture, like "Stay where you are, don't move".
As if, should they move, the fragile balance might tip back the other
way. She backs away from them slowly, panting.  It's as if she's backing
away in terror from what she almost did.  She reaches a wall and slumps
against it.  Slides down to her knees.  The gun falls limply from her
fingers. She rests her cheek against the wall.

136A    The front door is kicked in.    136A Terminator steps inside.
John grabs his sleeve and pushes past him. He scopes out the situation
in two seconds... Sara, the gun, the sobbing family.  John moves to Sara
while Terminator checks Dyson.

John kneels in front of his mother.  She raises her head to look at him.
He sees the tears spilling down her cheeks.


136A    john    136A Mom?  You okay?

SARA I couldn't... oh, God. (she seems to see him for  the first time)
You... came here... to stop me?

john Uh huh.

She reaches out and takes his shoulders suddenly, surprising him...
drawing him to her.  She hugs him and a great sob wells up from deep
inside her, from a spring she had thought long dry.  She hugs him
fiercely as the sobs wrack her.

John clutches her shoulders.  It is all he ever wanted.

john It's okay.  It'll be okay.  We'll figure it out.

SARA I love you, John.  I always have.

John I know, Mom.  I know.

TARISSA looks around at the bizarre tableau.  Terminator has wordlessly
ripped open Dyson's shirt and examined the wound.

terminator Clean penetration.  No shattered bone.  Compression should
control the loss of blood.

He takes Tarissa's hands and presses them firmly over the entrance and
exit wounds.

terminator Do you have bandages?

dyson In the bathroom.  Danny, can you get them for us?

Danny nods and runs down the hall. John disengages from Sara.  She wipes
at her tears, the instinct to toughen up taking over again.  But the
healing moment has had its effect, nevertheless.

John walks toward Dyson and Terminator.

dyson Who are you people?

John draws the Biker's knife from Terminator's boot.  Hands it to him.

    TERMINATOR 2 - Rev.  9/10/90        90

136A    john    136A  Show him.

Terminator takes off his jacket to reveal bare arms. John takes Blythe
by the hand and leads her down the hall, away from what is about to
happen.

136B    TIGHT ON TERMINATOR'S  left forearm as the knife makes a deep
    cut just  136B below the elbow.  In one smooth motion, Terminator
    cuts all the way around his arm.  With a second cut, he splits the
    skin of the forearm from elbow to wrist.

TERMINATOR grasps the skins and strips it off his forearm like a surgeon
rips off a rubber glove.  It comes off with a sucking rip, leaving a
bloody skeleton.

But the skeleton is made of bright metal, and is laced with hydraulic
actuators.  The fingers are as finely crafted as watch parts... they
flex into a fist and extend.  Terminator holds it up, palm out, in
almost the exact position of the one in the vault at Cyberdyne.

HOLD ON DYSON reacting to the servo-hand in front of him. He's seen one
of these before. Tarissa is screaming now, but he doesn't hear her.

dyson My God.

terminator Now listen very carefully.

137 int. house/ kitchen - later 137

Sara puts out her fifth cigarette.  She's sitting on the counter.  John,
Terminator, Dyson, and Tarissa are at the kitchen table, under a single
overhead light.

    Dyson looks like that guy on the Sistine Chapel wall, the damned
    soul ... eyes fixed and staring with terrifying knowledge.  His
    shoulder is bandaged.  Terminator's arm is wrapped with a
    blood-soaked bandage below the elbow.  The steel forearm and hand
    gleams in the harsh kitchen light.  TRACKING   * AROUND THE TABLE as
    Terminator speaks... we don't hear the words.

    SARA (v.o.) * Dyson listened while the Terminator laid it all     *
    down.  Skynet.  Judgment Day... the history of  * things to come. *
    It's not every day you find out you're  * responsible for 3 billion
    deaths.  He took it pretty    * well, considering...    *

Terminator finishes speaking.


    TERMINATOR 2 - Rev.  9/10/90        91

137     DYSON   137* I feel like I'm gonna throw up.

He looks around at them, clutching the table like he's about to blow
away.  His face, his posture, his ragged voice express soul-wrenching
terror.  This is a man ripped out of normal life into their grim world.
His voice is pleading.

dyson You're judging me on thing's I haven't even done yet.  Jesus.  How
were we supposed to know?

Sara speaks from the shadows behind them.  Dyson turns to find her
looking right at him.

SARA Yeah.  Right.  How were you supposed to know?  Fucking men... all
you know how to do is thrust into the world with your... fucking ideas
and your weapons.   Did you know that every gun in the world is named
after a man?  Colt, Browning,  Smith, Thompson, Kalashnikov...  all men.
Men built the hydrogen bomb, not women...  men like you thought it up.
You're so creative.   You don't know what it's like to really create
something... to create a life.  To feel it growing inside you.  All you
know how to cr eate is death...  you fucking bastards.

John Mom, Mom,  we need to be more constructive  here.  I don't see this
as a gender related issue. (to the Dysons) She's still tense. (to Sara)
We still have to figure out how to stop it all from happening.  Right?

TARISSA But I thought... aren't we changing things?  I mean... right
now?  Changing the way it goes?

Dyson (seizing on that) That's right!  There's no way I'm going to
finish the new processor now.  Forget it.  I'm out of it.  I'm quitting
Cyberdyne tomorrow...  I'll sell real estate, I don't care--


137     SARA    137  (coldly) That's not good enough.

Dyson's voice is pitiful.

Dyson Look, whatever you want me to do, I'll do.  I just want my kids to
have a chance  to grow up, okay?

terminator No one must follow your work.

dyson (thoughts racing) Alright, yeah.  You're right.  We have to
destroy the stuff at the lab, the files, disk drives... and everything I
have here.  Everything!  I don't care.

cut to:

138 FIRE ROARING IN A METAL TRASH-BARREL.   138 Stacks of files are
dumped onto it. WIDER reveals we are in--

138A    ext. dyson's backyard - night   138A

Terminator dumps lighter fluid liberally over the fire, which flares up,
lighting his face demonically.  Sara, Dyson, Tarissa and John return
from his office with more stuff-- files, notes, optical disks.  Even his
kids are carrying stuff.  It all goes into the fire.  Dyson drops the
prototype processor onto the fire... his eyes hollow and distant.

He stares into the fire, watching his world burning.  Then has a sudden
thought.

dyson Do you know about the chip?

SARA What chip?

Dyson They have it in a vault at Cyberdyne... (to Terminator) It's gotta
be from the other one like you.

terminator (to Sara) The CPU from the first terminator.


    TERMINATOR 2 - Rev.  9/10/90        93

138A    SARA    138A Son of a bitch, I knew it!

dyson They told us not to ask where they got it.  I thought... Japan...
hell, I don't know.   I didn't want to know.

SARA Those lying motherfuckers!

Dyson It was scary stuff, radically advanced.   It was shattered...
didn't work.  But it gave us ideas.  It took us in new directions...
things we would never have thought of.  All this work is based on it.

Terminator It must be destroyed.

SARA (to Dyson) Can you get us in there, past security?

dyson I think so, yeah.  When?

Dyson looks at her, Terminator, then John.  Sees his answer.

dyson Now? (he takes a breath) Yeah, right.

He turns to his wife.  Her face is streaked with tears, but her eyes are
strong and clear.  Tarissa puts her hands on his arm.  She is stunned by
what she's heard, but dealing with it.  She believes them.

tarissa Miles, I'm scared. Okay.  But the only thing that scares me more
than you going... is you not going.

He nods.  She's right.

    SARA    * (to Terminator) Is it safe for them here?   *


    TERMINATOR 2 - Rev.  9/10/90        94

138A    TERMINATOR  138A*  ( to Tarissa) Take your kids.  Go to a hotel.
Right now.     * Don't pack.     * (to the others) Let's go.   *

cut to:

138B    ext. highway - night    138B*

Pavement rushing at us, lit by headlights.  Beyond, darkness.

SARA (V.O.) The future, always so clear to me, had become like a black
highway at night.   We were in uncharted territory now...   making up
history as we went along.

TILT UP to reveal a rectangle of light ahead.  The Cyberdyne Building...

139 int. cyberdyne systems building/ lobby - night  139

TIGHT ON A CARD-KEY SCANNER as Dyson's hand zips his security card
through the slot in one motion.  There is the sound of a servo-lock,
and--

139A    DYSON enters the spacious lobby, followed by Sara, John, and
    Terminator     139A last of all.  In a frontal angle, the others
    block Terminator from view.

THE GUARD at the front desk, GIBBONS, looks up as Dyson moves toward
him.  Dyson is pale and sweaty, but smiles warmly at the guard, speaking
well before he reaches the desk.

Dyson Evening, Paul.  These are friends of mine from out of town, I just
thought I'd take them up and show them around.

gibbons I'm sorry, Mr. Dyson.  You know the rules about visitors in the
lab. I need written authoriz--

K-CHAK!  Gibbons is staring down the barrels of Sara's .45 and
Terminator's MAC 10.

Terminator I insist.

The guard is too stunned to move.  We see that Terminator is wearing his
jacket and one black glove. Gibbons' eyes go to the silent alarm button
on the console.

SARA Don't even think about it.

    TERMINATOR 2 - Rev.  9/10/90        94A

139A    Gibbons nods.  He stays frozen.  Terminator circles quickly and
    gets the guard  139A* out of the chair.  John pulls a roll of
    duct-tape from his knapsack and tears off a piece.

    TERMINATOR 2 - Rev.  9/10/90        95

140 int. second floor corridor  140

    ELEVATOR DOORS OPEN and Terminator leads the group warily into the
    corridor.  They have a cart piled high with gear in nylon bags.
    Dyson motions   * down the corridor to the right.  As they walk, he
    continues to fill them in--

Dyson The vault needs two keys to open. Mine... (holds up key) ...and
one from the security station.  One of the guards has it on a chain
around his neck.  Here we go.

They stand in front of a wide security door.  A sign above reads SPECIAL
PROJECTS DIVISION: AUTHORIZED PERSONNEL ONLY.  Sara grabs Dyson in a
headlock from behind and jams the muzzle of the .45 up against his
temple.  He doesn't flinch.  They've talked about this.

terminator Go.

Dyson zips his key-card through the scanner and the door unlatches.

141 int.  security station  141

The security station is a pass-through area with a counter, behind which
are desks and a bank of monitors, showing boring movies about empty
corridors.

It's lunch-time for the graveyard shift.  THREE GUARDS choke on their
egg salad sandwiches as the door bangs open and Terminator charges into
the security station with the MAC 10 leveled.  Sara drags Dyson in like
a hostage, causing them to hesitate that fateful moment.

SARA FREEZE!!  Don't make me say it twice.

Terminator backhands the nearest guard into a file cabinet.  The guy
loses some teeth and slumps.  John snatches the pistol from his holster
and pockets it.  Sara releases Dyson and spins the other two around...
slamming them face-down over a desk.  She kicks their legs apart, cop
style.  They  are disarmed in seconds.  John uses heavy-duty tie-wraps,
cinched very tight, to bind their wrists. Terminator pushes them down to
their knees. Sara notices Dyson's alarmed expression.

SARA What?

Dyson He's not here. (to the nearest guard) Where's the other guy?  The
fat guy?

guard #1 Elkins?  He went home sick.


141     Dyson   141 Shit.  Did he leave the key?

guard #1 What key?

SARA The key to the vault, fuckface!!  Where is it?

guard#1 I don't know... I swear--

John nods almost imperceptibly to Terminator.  The guard is slammed
against the wall and lifted by his throat.  Terminator's gloved hand
tightens.  The guy's face bulges, going red. John pulls at Terminator's
arm, pretending to try pulling him away.  He speaks earnestly to the
choking guard.

john Open it, man.  I'm not kidding around.  I can't reason with this
guy when he gets like this.  I've seen him do things made the coroner
puke.

guard #1 (barely intelligible) Okay... okay...

Terminator releases him.  The guy coughs and looks defiantly at the
other guards.

guard #1 I ain't dyin' for a goddamn key. (to Sara et al) In there.  He
locked it in there.

The guard nods toward a safe-like LOCKER on the wall.  There is a
key-card slot with a green light next to it.

guard #1 Key-card's in my shirt pocket.

John winks at Terminator and shoots him a THUMBS UP.  The cyborg winks
back, like he's been doing it all his life.

142 int. first floor corridor/ lobby    142

A ROVING GUARD, MOSHIER,  strolls down the long corridor from the
first-floor office block.  A punch clock swings at his hip, and he's
just completed his circuit of the building.  He passes the bank of
elevators and rounds the corner to the front desk, calling out--

moshier Honey, I'm home...


142     He sees the desk is deserted and frowns.  Figures Gibbons must
    be in the can,   142 so check that first before getting alarmed.
    TRACKING WITH HIM to the restroom around the corner.

moshier Hey, man, you shouldn't leave the --

142A    OVER HIS SHOULDER we see past the door as he pushes it open,
    revealing  142A Gibbons handcuffed to the urinal.  Moshier spins on
    a dime and sprints to the desk where he slaps his hand down on the
    silent alarm button.

143 int. security station   143

Terminator's hand swishes the card repeatedly through the scanner slot
on the locker.  Nothing happens.  The light on the locker is blinking
red.

SARA What?  WHAT IS IT?

Guard #2  motions toward a light flashing on the console.

guard #2 Silent alarm's been tripped.  It neutralizes the codes
throughout the building.  Nothing'll open now.

Dyson takes that in, and we see his nerve snap.

Dyson We should abort.

SARA NO!!  We're going all the way!  You got that, Dyson?

She's right in his face.  Somehow, it works for him.  He nods, getting
some resolve from somewhere.

144 int. lobby  144

Moshier's gotten Gibbons loose.  He's on the phone to the cops.

gibbons ... multiple armed suspects.  Look, I think it's the guy from
that mall shootout, and the woman...  yeah, her.  Pretty sure.  Just
send everything you've got in the area--

145 int. security station/ lab  145

John jumps up on a desk next to the wall-mounted locker.  Dyson stares
in amazement as John starts pulling his counter-electronics gear out of
his knapsack.  It's just another Insta-Teller to him.


145     John    145 You guys get started on the lab... I can open this.

145A    Dyson leads Terminator and Sara to the main lab doors.  Another
    servo lock.     145A He tries his card.  Nothing.

Terminator Let me try mine.

He unslings the M-79, pulling it over his shoulder in one motion. Sara
grabs Dyson and drags him back down the hall. Terminator opens the
breech and slides in one of the fat 40mm H.E. grenades.  He flips the
thing closed with a snap of the wrist.

SARA (yelling as she runs) John!  Fire-in-the-hole!

John drops what he's doing, and covers his ears.  Terminator fires at
inhumanly close range.  145B    The door EXPLODES into kindling.  The
concussion blows his jacket open, and 145B flying shrapnel whizzes all
around him.  Before the thunderclap has faded Terminator walks into the
fire and smoke. John goes back to work without missing a beat. Sara and
a stunned Dyson walk through the burning doorframe into the Artificial
Intelligence lab.

A SIREN is sounding.  The HALON FIRE-CONTROL SYSTEM has been triggered.
The invisible gas roars in, putting out the flames.

Dyson Fire's set off the halon system!  Here... hurry!

Dyson runs to a wall cabinet and pulls out some BREATHING MASKS.  He
hands one to Sara and dons the other.  Then he reaches out to hand one
to Terminator.

Dyson Here!

Terminator  doesn't need a mask, since his oxygen requirements are so
low.   He ignores Dyson as he removes his massive back-pack and opens
it.  Dyson shrugs and tosses the mask on a desk.  He turns to Sara.

Dyson (yelling through the mask) We'll have to keep these on a couple
minutes, till the gas clears.


145B    Terminator pulls two five gallon jerry-cans of gasoline from his
pack.  145B Sara starts pulling out book-sized, olive-drab CLAYMORE
MINES, stacking them next to the gasoline.  Dyson stares.  Part of him
can't believe they're really doing this.

cut to:

146 int. dyson house - night    146

The T-1000 moves slowly through the ravaged office, analyzing what has
happened here.  He walks down the dark hallway.  The place is deserted.
The police-walkie clipped on his belt (real, not simulated) blares to
life.

dispatcher (V.O.) All units, all units.  211 in progress at 2144 Kramer
Street, the Cyberdyne building.  Multiple suspects, armed with automatic
weapons and explosives. SWAT unit is en route...

147 ext. house/ street  147

The T-1000 sprints up and throws his leg over the big C.H.P. Kawasaki.
Fires it up.  It smokes an arcing scorch-mark on the pavement as it
spins around and roars away.

cut to:

148 int. cyberdyne building/ lab    148

TIGHT ON A LARGE DISK-DRIVE.  State-of-the-art.  Very expensive.  A FIRE
AXE smashes down through the housing, shattering the disk.

148A    WIDER, revealing a scene of high-tech pillage. Terminator beats
    the disk drive  148A into junk and steps to another.  WHAM.  Same
    routine.  He's already demolished half a dozen.  Sara topples a file
    cabinet, scattering the files. Dyson staggers up with an armload of
    heavy M-O (magnetic-optical) disks and drops them on a growing stack
    in the middle of the floor.  He and Sara have their breathing masks
    hanging down around their necks, since the halon gas has dissipated.

Dyson (to Sara, panting) Yeah, all that stuff!  And all the disks in
those offices.  Especially my office... everything in my office! (to
Terminator) These, too!  This is important.  (SMASH!) And all this
here... that's it.


148B    Sara goes into Dysons office and starts hurling everything out
    the door onto    148B the central junkpile... books, files,
    everything on the desk. A FRAMED PHOTO of Dyson's wife and kids
    lands on top of the heap.  Tarissa, hugging Danny and Blythe, all
    grinning.  The glass is shattered.

148C    Terminator cuts a swath, under Dyson's direction, exploding
    equipment into  148C fragments with his inhuman swings. SMASH!  It's
    carnage.  Millions in hardware, and all the irreplaceable fruits of
    their years of research... shattered, broken, dumped in a heap for
    the big bonfire of destiny. Dyson stops a second, panting.

Dyson Give me that thing a second.

Terminator hands him the axe.  Dyson hefts it one-handed.  He turns to a
lab table... on it is another prototype processor.

Dyson I've worked for years on this stuff.

Swinging awkwardly but with great force he smashes the axe down onto the
processor prototype, exploding it into fragments.  His shoulder is
agony, but he looks satisfied.


149 int. second floor security station  149

John taps away at his little lap-top, which is running code-combinations
into the card-key lock.  Suddenly, the green light on the locker goes on
and it unlocks with a clunk.

John Easy money.

He whips it open, revealing a rack of keys.  But the VAULT-KEY is
distinctive, a long steel rectangle on a neck-chain.  John grabs it and
runs toward the lab.

150 int. lab    150

Sara and Terminator are working like a crack team, rigging the
explosives.  She is taping the claymores to the gas-cans with duct-tape
to create powerful incendiary bombs.  Terminator is attaching claymores
and blocks of C-4 plastic explosive to the large MAINFRAME COMPUTER
cabinets nearby.   All the claymores are wired back to one detonator
which has a RADIO-CONTROL RELAY switch.

Dyson How do you set them off?

Terminator shows him a REMOTE DETONATOR, a small transmitter with a red
plunger.


            101

150     Terminator  150 Radio remote.

He makes a plunger-pushing motion with his thumb and an accompanying
"click" sound.  Dyson nods. Just then John comes running in, holding up
the key.

John I got it.  Piece a cake.

SARA (to Dyson and Terminator) Go!  I'll finish here.

They run out as the SOUND OF SIRENS grows louder outside.

151 ext. cyberdyne building 151

The security duo of Moshier and Gibbons cowers behind cars in the
parking lot in front of the building.  They turn as L.A.P.D.
BLACK-AND-WHITES pour into the lot, turning the area into a disco of
whirling blue and red lights.

152 int. second floor security station/ stairs  152

John and Dyson sprint through the security station, heading for the
vault.  Terminator herds the three guards to the stairwell, pushing them
through the door.  With their wrists bound, they stumble down the
stairs.  Terminator FIRES A BURST from the MAC 10 over their heads,
showering them with plaster dust.   Their feet fly as they clatter down
the steps.

Terminator Later, dickwads.

153 ext. cyberdyne building 153

The cops are jumping from their cars and ducking behind them.  Emphasis
on small arms here.  They react to the sound of automatic weapon fire
inside the building.  Behind them an ugly BLACK S.W.A.T. VAN screeches
into the lot.

153A    We hear the THUMP OF ROTORS as a POLICE CHOPPER arrives and
    swings  153A in close to the building.  It rakes its XENON SPOTLIGHT
    through the second floor offices.

154 int./ext. second floor office   154

Terminator crosses the office toward the floor-to-ceiling windows.  He
is outlined starkly by the spotlight as it rakes through the dark
offices.  Without breaking stride he kicks an executive desk toward the
window.  154A    Glass explodes outward and the desk topples, falling to
the sidewalk below.     154A

154B    Terminator, standing at the edge, FIRES A LONG BURST which
    strafes the  154B police cars lined up below.  Cops duck as glass
    flies.  Terminator, with his superb aim, hits no one.  But notice is
    served.


154C    The cops (surprise) FIRE BACK.  Terminator turns and is walking
    calmly  154C from the windows as glass, office furniture, drapes
    etc. are riddled by return fire.   A few rounds hit his back, but he
    doesn't notice.  He reloads as he walks.

155 int. vault antechamber  155

TIGHT ON A KEY inserted into one of the vault locks.

WIDER as John and Dyson stand poised, hands on keys.

John And let's see what's behind door number one.

Dyson nods and they turn the keys together.  The vault grumbles to
itself, withdrawing its locking bolts with a final KLONK! Together Dyson
and John swing the door open.

156 ext./ int. lobby    156

The varsity takes the field as the SWAT TROOPERS sprint forward by
squads.  They flank the lobby and work their way inside, deploying
rapidly.  They move and freeze, behind cover, quivering with adrenalin.
They have all that great SWAT equipment: body armor, gas-masks, M-16s,
tear-gas launchers, ropes.  The works.  They make a lot of hand signals
and keep their mouths shut.  They're well-trained and deadly.

157 OUTSIDE we see cops firing TEAR GAS grenades through the broken
    157 windows into second floor offices.

158 int. vault  158

John and Dyson are isolated from the world in this silent steel womb.
Dyson opens the cabinet containing the terminator relics.   It's John's
turn to stare with uneasy dj-vu as he sees the terminator hand and CPU.

Then in one vicious move he sweeps his arm behind the inert-gas flasks
and hurls them to the floor.  They SHATTER.  John snatches the CPU and
the metal hand out of the broken glass.

John Got ol' Skynet by the balls now, Miles.  Come on, let's book!

Clutching the steel hand and pocketing the chip like it's a Mars bar he
just bought, John runs out.  Dyson follows.

159 int. first floor corridor/ stairwell    159

We see the advance squad of SWATs make it to one of the stairwells.
They start up, two at a time, covering each other ritualistically by the
numbers.


160 int. lab/ hall  160

John pelts into the lab with Dyson stumbling along behind him. Sara has
just finished wiring all the charges to the central detonator.

John Ready to rock?

SARA Ready.

John tosses her the metal hand.  She catches it and  bends to put the
hand in her empty back-pack.  Sara zips the pack and starts to shuck
into it.

Dyson's running out of steam.  The bandages at his shoulder are soaked
with seeping blood.  He stands in the middle of the lab, saying goodbye
in his mind, looking weak and empty. Terminator strides into the lab.

Terminator Time to go.  Right now.

He and John head back the way they came, through security. Sara sees
that in her work, she has set the detonator down twenty feet away, near
where Dyson is standing.

SARA Dyson, hand me the detonator.  Let's go--

He gingerly picks up the detonator.  Starts toward her.  Then-- 160A
CRASH!!  THE DOORS AT THE BACK OF THE LAB ARE KICKED OPEN.      160A
SWAT LEADER and two others OPEN FIRE. Their M-16s rake the room.  Sara
dives behind a computer cabinet. Dyson is HIT.  He is slammed to the
floor by the impacts.

161 IN THE HALL, John heres the firing and spins to run back.   161

John Mommm!!!

Terminator grabs him as bullets slam into his broad back.  He makes it
around the corner with John, out of the line of fire.

162 IN THE LAB, bullets rake over Sara's head, smacking all around her,
    162 clanging into the machine protecting her.  She can see Dyson,
    slumped on the floor.  Debris and flying glass rain on her as the
    SWATs pour on the fire.  The detonator is clutched in his hand.  He
    rolls to face her, his eyes bulging from the pain of his torn-up
    guts.

Dyson Go.

162A    Sara hesitates a split second.  Then she snap-rolls and
    fast-crawls through     162A broken glass and debris into the hall
    where--


162A    TERMINATOR grabs her by the jacket and hauls her roughly to her
     feet.   162A Bullets rake the walls behind them as they sprint
     forward.  They round the corner.  John does a fast take that she's
     not hit and they run together through the security checkpoint.

163 INT. security station/ CORRIDOR 163

John reaches the door first, and tries it.  Locked. Terminator unslings
the M-78 Blooper smoothly, opening the breech.

Terminator Get back.

He pulls a grenade from the bandolier over his shoulder, and slides it
into the bore.  Flicks his wrist.  The breech snaps shut.  Sara and John
have a split second to duck and cover.

Terminator Cover your ears and open your mouth.

163A    They do.  KABOOM!!!  Twenty feet away the door, and half the
    wall around it,    163A EXPLODES outward.  The backblast hits
    Terminator full force, but he strides through the smoking hole
    before the debris has even hit the floor.

164 int. corridor   164

Terminator leads John and Sara down the dark corridor.  Tear gas seeps
under office doors and hangs in the air.   They start to cough.  She
pulls off her breathing mask and hands it to him.

Terminator strides ahead of them.   He reloads the blooper as he walks.
Up ahead is another security door. He closes the breech with a
wrist-snap and fires one-handed. KABOOM!!  The door vanishes in a FLASH-
THUNDERCLAP.  Plaster chunks and burning debris shower around him.  He
doesn't flinch or slow down.   They enter another corridor.  Terminator
reloads the grenade launcher.
b 165 int. lab    165

SWAT LEADER moves cautiously through the lab.   Cat-stepping, he circles
around a desk which blocks Dyson's body from his view.  His M-16 is
levelled crisply.  We look over his shoulder as he rounds the desk,
revealing--

MILES DYSON is not dead.  He will be very soon, but at this moment he is
conscious.  He has propped himself up against the desk, and holds a BOOK
in one hand.  A heavy, technical manual.  Below the book is the
detonator, upright on the tile floor. The message is clear.  "Shoot me,
the book drops on the plunger. Adios."  Dyson wheezes, trying to draw
enough breath to talk.


165     Dyson   165 I don't know... how much longer... I can... hold
this thing...

Swat leader seems to see the wires, the claymores, the gas cans all
around him for the first time.  His eyes, visible through his gas-mask,
go very wide. He spins and motions his squad back.

leader Fall back!!  Everybody out!  Move it!  OUT NOW!

They retreat so fast they crash into the next group coming up the
stairs.

 166    int. corridor   166

Terminator reaches the main elevators.  Hits the button.  Sara and John
are coughing and stumbling in the choking darkness, buddy- breathing
with the single mask.  The doors open.  They get in the elevator and
head down.

167 int. lab    167

Dyson is lying  amid the ruins of his dream.  Sprawled on the floor, he
has his back propped up against the desk.  He is bathed in his own
blood, which runs out in long fingers across the tiles.   His breathing
is shallow and raspy.  He still holds the book, trembling, above the
switch.

In his lap is the picture from his desk.  He has pulled it from the
debris next to him.  A tear trickles from his eye.  His wife and
children smile up at him through broken glass.

168 DYSON'S POV-- He see's only the picture.  WE PUSH IN SLOWLY.  The
    168 sounds from outside are fading... megaphones, the helicopter,
    distant sirens, all become fainter... replaced by a ROARING SOUND
    which swells as the image of the picture grows dark.  Darker and
    darker, the blackness rushing at us now with the sound of thunder.
    It gets louder, and LOUDER.  Like a black train pounding at us, only
    it is a roiling cloud of red and black... blood-red fire boiling up
    through a cloud-mass black as iron.  It is the cloud-column of a
    hydrogen bomb, FILLING FRAME, shaking our sen ses with its power.

And then-- It begins to recede.  The thunder rolls away, dying into a
wind which is like the last winds of a great storm, ebbing into a
soothing breeze as the iron clouds swirl away, giving way to an image of
gauzy light.  As if behind a soft veil we see--

168A    Danny and Blythe running toward us, laughing, in slow motion.
    Tarissa is   168A behind them, smiling.  They are in bright
    sunlight, an image of motion and life, a slice of memory so vivid
    and precious a man needs only this to face eternity.  We see their
    hair blown by the wind, the wind which blows through history now,
    changing it...

We tilt up into a pure blue sky until the sun comes into frame, spearing
straight into the lens with pure light and we...


    TERMINATOR 2 - Rev.  9/10/90        106

169 CUT TO THE PUPIL OF HIS EYE, the sun becoming a glint of light in
    that  169 pupil, as we do a SNAP-PULLBACK to see Miles Dyson at the
    moment of death.  His face is almost blank,  his gaze fixed, seeing
    what we cannot see, seeing a future which is changed... there is the
    faintest hint of a smile, the instant the light fades from his eyes
    and he is gone-- His  arm drops and the book hits the switch--

170 ext. building   170

As the face of the building EXPLODES in an eruption of glass and fire.
Remains of the second-floor windows shower the parking lot and a huge
fireball rolls out, leaping into the sky. The cops look up, stunned.
The helicopter banks away from the heat.  Burning debris falls among the
cop cars and a number of officers break ranks, pulling back.

171 ONLY ONE OF THEM seems to be moving with purpose.  A BIKE COP who
    171 has just arrived drives through the disorganized crowd, directly
    toward the building.

171A    T-1000 guns the bike up a ramp to a pedestrian bridge which
    crosses from a  171A parking structure to the Cyberdyne building.
    It enters on the second floor, which is now a burning maze.

172 int. second floor/ office/ corridor 172

    T-1000 drives into the smoky wreckage.  It draws a Hoechler and Koch
    MPK machine pistol and cruises slowly into the firelit offices,
    scanning.  *

172A    IN THE CORRIDOR the bike skirts flaming wreckage as it idles
    forward.   172A T-1000 scans the leaping shadows for its prey.

173 int. ground floor/ elevator/ lobby  173

The elevator doors part and Terminator eases a look out into the
corridor.  The walls on either side of him ERUPT WITH BULLET HITS.  The
SWATs have the lobby end of the corridor blocked off. They're totally
trapped, cut off and screwed.

John (to Sara) Don't forget.  It's always darkest right before...
you're totally fucked.

173A    The SWATs fire a tear-gas grenade toward the elevators.  It
    spews the vicious   173A CS gas out in a swirling cloud which
    envelopes Sara and John, who are pressed against the back-wall of
    the elevator.

Terminator Keep your eyes closed.  Don't move. (they nod, eyes squeezed
shut) I'll be back.


173A    He slings the grenade launcher over his shoulder and walks out
    into the     173A corridor.

173B    BLAM.  A tear-gas grenade ricochets from wall to wall as it
    flies down the  173B corridor.  It skids to rest in front of
    Terminator, throwing out a white cloud which quickly fills the
    corridor. 173C    In the elevator, Sara and John are choking,
    handing the breathing mask  173C back and forth desperately.
    They're scared.  This looks like it.

173D    ANGLE ON THE SWAT TEAM, gripping their weapons at the mouth of
    the  173D corridor.  They watch the boiling cloud, waiting.

173E    THEIR POV-- on the wall of boiling smoke.  A FIGURE APPEARS.
    Walking   173E calmly.  Totally unaffected.  Terminator emerges from
    the smoke.  Not even misty-eyed.  Not what they expected.

leader (through megaphone) Stop where you are.  Lie down on the floor,
face down.  Down on the floor, now!

He continues to stride toward them. The SWATs tense up.  They've never
seen anything like this.  They're not sure what to do.  Closer and
closer.

leader Drop him.

They OPEN FIRE.  The corridor is filled with CRACKING THUNDER.  The
rounds tear into Terminator's chest.  Stomach.  Face.  Thighs.  His
leather jacket leaps and jerks as the rounds hit him.  The SWAT's think
the guy's wearing body armor or something.  They keep firing.  The
rounds tear into him, staggering him slightly, but he keeps coming.

leader You're not hitting him!

SWAT #1 (getting scared) Yes I am!

Terminator draws his .45 smoothly.  Unhurried.  He shoots the nearest
man in the left thigh.  As he screams and drops, Terminator shoots him
in the right thigh.  Terminator bends down and picks up the shrieking
man's weapon... the TEAR-GAS LAUNCHER.

It is one of those new rotary jobs that holds 12 rounds in a big drum.
Terminator shoots the next SWAT square in the chest with the tear-gas
launcher.  The gas canister hits the guy's body armor and doesn't
penetrate.  But it's like getting slugged in the stomach with a
full-swing from a baseball bat.  The SWAT folds double and hits the
tiles, gasping.


173E    Terminator is an image from Hell, a tall figure in shredded
    black leather,  173E streaked with blood.  One eye is a bloody
    socket, the metal eye-servos glinting.  The flesh of one cheek hangs
    down in tatters, revealing the chrome cheekbone beneath.  The whole
    front of his jacket is blown open, revealing his metal chest armor.

The remaining SWATs start to fall back.  One turns to run and-- KPOW!  A
gas canister nails him in the back, sending him sprawling.

173F    Terminator fires three gas grenades into the lobby.  It fills
    rapidly with the  173F white gas, cutting the visibility to a few
    feet.  It is total pandemonium.  SWAT LEADER crouches in the fog,
    white-knuckling his rifle.  Terminator looms suddenly out of the
    mist right in front of him.  POOM!  Terminator drills him in the leg
    with the .45.  As the guy screams and drops rifle to clutch his leg,
    Terminator rips his gas mask off.  The SWAT leader drops writhing to
    the floor, choking and gagging, clutching his bleeding thigh.

Terminator walks up to two SWATs at the front doors.  POW-POW. Leg and
leg.  He snatches off their masks as they fall.  The gunfire has
stopped.  Nobody can see anything.  Screams and whimpers echo in the
smoke.

174 ext. building   174

Smoke boils out the front door as a figure emerges.  Firing the tear-gas
launcher with one hand, Terminator launches all remaining rounds among
the cop vehicles.  Unprotected officers run, choking and half-blind,
slamming into cars and tripping over each other.  It is a total route.

175 AT THE SWAT VAN one of the SWATs is rapidly handing out the
    remaining   175 masks to unprotected cops.  A FIGURE appears out of
    the smoke beside him.   He looks up.  His mask is ripped off and he
    is handed the empty launcher.  Instinctively he catches it.
    Terminator grabs his flak vest with one hand and sails him out into
    the mist.

175A    int. swat van   175A

Terminator strides the length of the van and climbs into the driver's
seat.  No keys in the ignition.  He flips down the sun visor.  The keys
fall into his hand.  He starts the van and slams it into gear.

176 int. / ext.  lobby  176

The tear gas has cleared to a thin haze.  The uninjured SWATs are
tending their wounded.  They look up at the sound of shouts and  a
roaring engine.

176A    THE SWAT VAN CRASHES INTO THE LOBBY in an explosion of glass and
    176A debris.  Cops scatter as the van screeches across the lobby in
    a smoking one-eighty, sliding to a stop across the corridor which
    leads to the bank of elevators.  Terminator backs up until--
    crunch-- he seals the corridor with the back of the van.


176B    Sara and John stumble along the corridor, coughing. 176B They
leap into the back of the van and Terminator hits the throttle. The van
roars across the lobby and exits through blown-out windows.

cut to:

177 int. / ext. second floor    177

T-1000, astride the Kawasaki, looks down from a second-floor office and
sees the van tearing away across the parking lot with the remaining cops
firing at it.  It knows.  It looks around.  Analyzing options.  It sees
the helicopter hovering outside the building at the end of this corner
office block... It twists full throttle on the powerful bike. Roars
through the office, accelerating fast, straight at the windows--

178 T-1000 BLASTS OUT THROUGH THE GLASS, airborne on the motorcycle.  It
    178 rockets across the gap to the hovering chopper and-- 178A
    SLAMS into the canopy.  The impact of bike and rider pitches the
    chopper    178A radically.  The startled PILOT fights to regain
    control as the bike tumbles to the pavement below. 178B    The
    T-1000 doesn't.  It clings to the shattered canopy.  Nightmarishly,
    the pilot   178B watches as the T-1000 smashes its head through the
    plexiglas canopy and rapidly POURS ITSELF through the jagged hole.
    It reforms instantly into its previous self on the passenger seat.

178C    It hurls the pilot out of the chopper and slides into the
driver's seat.    178C The chopper is auto-rotating, spinning out of
control.  It drops toward the parking lot.  T-1000 recovers control ten
feet above the ground.

178D    Cops hit the deck as the tail-boom swings around, going over
    them by inches.    178D The chopper lifts out in a power climb,
    roaring away across the parking lot toward the fleeing SWAT van.

OKAY, BUCKLE YOUR SEATBELTS, HERE IT COMES...

179 int. / ext. swat van/ highway - night   179

Terminator looks back at his two passengers as he turns the boxy van
onto a divided highway.  Sara and John are catching their breath, still
coughing from the CS gas.  Terminator looks to the rearview mirror.   He
sees the xenon searchlight of the chopper behind them, gaining.

Sara looks around the inside of the SWAT van.  It is a rolling armory.
There are rifles, ballistic vests, all manner of equipment.

SARA John, get under these.  Hurry!

He sits against the front bulkhead of the van and she piles bullet-proof
vests on top of him, completely covering him.  Then she grabs two M-16s
from the wall-rack and loads them.   She starts on a shotgun as--


    TERMINATOR 2 - Rev.  9/10/90        110

180 The SWAT van weaves through sparse traffic at high speed.   180
Terminator slews the unstable van around cars and trucks which seem to
be crawling.  The van hits its top speed of 80.  They swerve to miss the
back end of A WHITE 18-WHEEL TANKER .  180A    The chopper swings in
behind them, closing fast.    180A 180B    T-1000 reaches through the
shattered canopy with the MPK machine pistol     180B and FIRES.  The
back of the van CLANGS WITH HITS.  The door windows are BLOWN IN.

Terminator weaves the van, trying to throw off the T-1000's aim. The
unstable vehicle screeches and wobbles on the edge of control. One of
the doors is kicked open.  Sara, wearing a ballistic vest, crouches in
the doorway, whipping up the M-16.  SHE OPENS FIRE.

180C    Bullets riddle what's left of the chopper's canopy as the T-1000
    returns fire.      180C The van is stitched with hits.

180D    INSIDE THE VAN holes are punched through the thin sheet-metal
    walls,    180D ripping up the interior.  The vests covering John are
    hit repeatedly.  We see that Sara has hung two Kevlar vests on the
    inside of the back door and she ducks behind these as bullets hit
    around her.  She pops back out and fires in controlled bursts.  The
    M-16 empties and she grabs another.

180E    Terminator serves around a car which is changing lanes, hitting
    it and  180E* knocking it skidding.   *

181 OMITTED     181*

181A    Sara reloads and keeps firing.  The van swerves around a Toyota.
    A moment  181A later the helicopter passes it, the rotor just
    clearing the top of the car.

181B    T-1000 FIRES the machine pistol.    181B 181C    Sara has popped
out to fire.  She takes a HIT in the thigh, and several rounds  181C
hammer into her Kevlar vest.  She is thrown back onto the floor of the
van.  She lies there, an exposed target--

181D    Terminator sees the T-1000 preparing to fire again.     181D He
locks up the van's brakes.  Tires scream as the vehicle shimmies.  Sara
is thrown forward, sliding up to the bulkhead next to John. 182 And the
helicopter SLAMS RIGHT INTO THE BACK OF THE VAN.    182 The rotor
disintegrates.  The back doors of the van are crushed in as the canopy,
the whole front of the fuselage is HAMMERED INTO JUNK, trapping the
T-1000 inside twisted metal.  The chopper hits the pavement, flips
sideways, and cartwheels... smashing itself into a shapeless mass of
twisted metal.  It falls away behind the van, tumbling end over end.

    TERMINATOR 2 - Rev.  9/10/90        111

182A    Terminator fights to control the van, which is fishtailing
    violently from the   182A impact.  It smashes up against the center
    divider, screeching along the     * concrete, and then pulls away.
    Terminator puts the hammer down and the van accelerates.  He swerves
    to avoid an UGLY PICKUP crawling like a snail ahead.

    THE RIGHT FRONT FENDER of the van, crumpled by slamming the wall, is
    sawing into the tire.  The tire blows and peels clean off the rim.
    The steel wheel grinds across the pavement, striking trails of
    sparks, and the van     * slides sideways and topples--   * STEEL
    SCREAMS on pavement as the van grinds to a stop on its side.  *

182B    INSIDE THE VAN, John crawls to Sara, who is groaning and holding
    her    182B bleeding leg.  She is white and shocky.  Terminator
    starts to extricate himself from the crumpled driver's seat.

183 BACK DOWN THE ROAD, THE HELICOPTER wreckage is a crumpled ball  183*
    of junk metal, unrecognizable.  Behind it, the TANKER TRUCK brakes
    hard, shuddering and groaning, trying to stop.   The big tires lock
    up in clouds of tire-smoke.  The rig comes to a shuddering stop just
    short of the wrecked chopper.

183A    The shaken DRIVER jumps down.   183A From behind the wreckage a
cop emerges, walking toward him.

driver Goddamn, are you alri---

183B    SSSSHHCK!  T-1000 drives a blade through the man's abdomen and
    walks on     183B past without slowing, or even looking at him.

183C    It climbs into the open cab of the tanker.  Releases the brake.
183C As the truck bellows and rolls forward we see the large blue
letters on the side which say "CRYOCO INC.  LIQUID NITROGEN SUPPLY".

184 AT THE SWAT VAN John and Terminator are carrying Sara out of the
    184 wreck.  Terminator has the M-79 slung over his shoulder, the
    bandolier of grenades, and his .45 stuck in his waistband.  John has
    borrowed a 12 GAUGE RIOT GUN from the SWATs.

184A    The pickup they passed seconds earlier pulls up to them.  The
    DRIVER, a     184A Hispanic guy in his 50's, is getting out to help
    them.  Terminator and John 185 hear a CRASH and look back as the
    helicopter wreckage is knocked aside by   185* the accelerating
    tanker truck.

186 John    186 Holy shit.  Come on, Mom... we gotta keep moving... come
on--


    TERMINATOR 2 - Rev.  9/10/90        112

186     Terminator  186 (to the pickup owner) We need your truck.

The guy seems to know better than to try and stop him as Terminator
slides Sara into the front seat and climbs behind the wheel.  John runs
to the passenger side.

187 THE TANKER ROARS, spewing smoke from its chrome stacks as it shifts
    up  187 through the gears.

188 Terminator slams the pickup in gear, checking the rear-view.  The
    tanker is a   188 hundred feet behind them now, and really moving.
    Terminator puts the throttle down, but the pickup is an old slug
    loaded down by a heavy home-made wooden camper-shell.  It
    accelerates slowly.

189 THE TANKER slams into one end of the Swat van, spinning it out of
    the way   189 with a roar and screech of twisting metal.  The
    18-wheeler shifts to a higher gear, still accelerating.

190 int. / ext. pickup truck    190*

With the tanker right behind them,  Terminator cuts the wheel, swerving
the pickup back and forth across the lanes. The big rig stays right on
them, its tanker whiplashing violently.

John Faster!  He's right on us!

    Terminator doesn't reply.  He rapidly unslings the blooper, still
    around his neck, and reaches for a grenade.

191 LOW ANGLE ON THE TRACTOR TRAILER as it roars right up to the lens,
    191 filling frame with chrome and lights.

191A    K-WHAM!! It rams the back of the pickup, sending it skidding.
191A*

191B    Then the T-1000 pulls the tractor trailer up alongside the
    pickup and crabs 191B* over, sandwiching it against the center
    divider.  The spinning chrome hubs tear into the passenger side door
    and the guard rail screeches along the other side.

The pickup bucks and shakes insanely.  It ricochets violently between
the big-rig and the divider.  Horrible SCREECH of tortured steel. Sparks
pour in sheets of fire from both sides. The windshield shatters as the
door-posts buckle in. Metal and glass shower in through the side
windows.  The frame twists and buckles.  John feels like the fillings
are being shaken right out of his teeth.  The wooden camper
disintegrates, falling away as kindling behind them.


191C    int. tanker cab 191C

T-1000 holds the wheel hard over, mercilessly grinding the pickup.  The
whole rig jerks and shakes with the violence of the sustained hammering.

191D    int. / ext. pickup  191D

Terminator slides toward the passenger side.  Keeping his foot on the
gas he lifts John over him and puts him in the driver's seat.

Terminator Drive for a minute.

John Where you going?!

Terminator slams the shattered windshield with the palm of his hand.
Held together by the plastic laminate, the windshield flops out of its
frame.  It flies back over the top of the truck.

191E    Terminator pushes his upper body out over the dashboard and
    stands up.  He  191E turns and aims the M-79 one-handed. 191F
    POOM!  The grenade misses the T-1000 by less than a foot.  It
    EXPLODES  191F against the front bulkhead of the tanker, almost at
    the top.  Liquid nitrogen pours from the opening, swept back by the
    60 mph windstream.

191G    The big-rig swerves as T-1000 regains control.  The tanker
    swings like a    191G pendulum behind the cab.

191H    The pickup accelerates, getting back out in front by a few
yards.   191H Behind it the big-rig is trailing a swirling comet-tail of
nitrogen vapor.  It is gaining again.

Terminator, still standing, opens the breech and starts to reload. 191I
John cuts across the highway and takes an OFF RAMP. 191I

191J    T-1000 swerves the smoking behemoth across the lanes and down
    the ramp  191J after them, still accelerating.  It is twenty feet
    behind them and closing when Terminator closes the breech and FIRES.

191K    The grenade hits the front grill and EXPLODES.      191K The
radiator is destroyed, along with half the hood.  Steam blasts out,
obscuring the whole front of the truck.

191L    The semi rams the back of the pickup again.  Spewing smoke and
    vapor like   191L some demon locomotive, the tractor-trailer pounds
    into the back of the pickup.  Driving it right through the
    intersection at the bottom of the ramp, and straight toward---

    ext. steel mill

The chase has led them to an area of heavy industry.

192 The GATES are blasted off their hinges as the semi rams the pickup
    right    192 through them.   Terminator struggles to reload amid the
    chaos and impacts.  He has THREE GRENADES LEFT on the bandolier.

John isn't even steering.  They are just being pushed.  There's nothing
he can do.  They are rocketing down the broad thoroughfare which leads
directly to the MAIN BUILDING of the plant.

192A    Terminator pulls himself onto the roof of the pickup.   192A He
leaps to the bed, takes two powerful strides and-- Leaps onto the semi.
He climbs rapidly onto hood. 192B    And FIRES POINT BLANK THROUGH THE
WINDSHIELD.   192B Right into T-1000's face. The EXPLOSION blows out all
the glass and fills the cab with smoke and fire.  Terminator grabs onto
the air-horn as the truck starts to SHUDDER AND 192C    SCREAM.  IT IS
JACK-KNIFING.    192C Almost dream-slow the cab begins to swing
sideways, until its tires are shrieking over the pavement.  The tractor
is smashed back at right-angles to the tanker-trailer which begins to
slide broadside.

192D    The juggernaut bucks and shudders as the tires are smoke
    sideways across    192D the pavement.  It begins to topple.
    Terminator holds on as the side of the cab becomes the top. With an
    unholy scream, like the unoiled hubs of Hell, the whole rig slides
    on its side at 60 mph toward the steel mill.  A sheet of sparks
    sixty feet wide trails behind it on the pavement.

192E    John sees what's behind him, then snaps around to see the
    building looming  192E right in front.  The huge rolling doors are
    partly open. No choice. He steers right through them into the mill,
    as--

192F    Terminator, with one second to go, leaps from the cab-- 192F He
flies through the open doors as-- The tanker hits the building and--

193 int. steel mill / main aisle    193

Terminator slams to the floor of the mill and rolls, as--  The
tanker-trailer smashes into a massive concrete support at one side of
the doors.  Thunderous carnage of twisting metal. 193A    It splits wide
open.  A river of liquid nitrogen pours out at -230. 193A

193B    John hits the brakes, sliding out of control.  He slows almost
    to a stop but hits a 193B steel support column head-on.  He and Sara
    are slammed forward, hard.

193C    Terminator, still clutching the M-79 blooper, rolls and slides
    across the floor.    193C He smashes through a railing and slams up
    against the base of a massive machine.

193D    The semi cab swings about the trailer wreckage, into the
    building, and  193D shudders to a stop.  Liquid nitrogen sprays over
    the cab, flooding out around it in a HISSING WAVEFRONT OF ULTRACOLD.
    Freezing vapor swirls everywhere, obscuring the wreck.


193E    TERMINATOR lies still.  A beat.  Then he rolls weakly, rising on
    one elbow to   193E survey the scene.

193F    IN THE WRECKED PICKUP, John stirs.  He is stunned, and blood
    runs from  193F his nose.   Dazed, he realizes he is in a steel
    mill.  There are sirens, and he can see men running... shouting.  He
    turns and sees what they are running from...

193G    The wall of nitrogen vapor spreads from the demolished tanker.
    It is a strange  193G vista of fire and ice.  The huge SMELTERS pour
    out orange light and fire from the sides of the huge gallery, while
    the freezing vapor rolls down the center.

193H    TIGHT ON THE WRECK.  A billowing gray cloud.  Deep inside, the
    shape of     193H the cab is visible.  A FIGURE emerges, pulling
    itself out.  It drops to the floor.  The hissing, boiling river of
    liquid nitrogen flows around its feet.

194 The T-1000 staggers, moving slowly, painfully.  It has finally been
    affected by     194 something.  Its feet are freezing to the ground
    as it walks...

194A    CLINK!  One of its feet breaks off at a glassy ankle.  It
stumbles forward, and--   194A 194B    Its other foot snaps off.  As it
catches its balance on the stump of its other  194B ankle, the whole
lower leg shatters at the impact.  It topples forward to its 194C
knees.  Catches itself on one hand.  Liquid nitrogen flows around the
hand. 194C

Now the hand is stuck to the pavement. 194D    The T-1000 pulls and...
CLINK!  The hand snaps off at the wrist.    194D It looks stupidly at
the glassy stump of a wrist.  For the first time we see an expression on
its face we know to be a true one... The expression is pain.  Agony.
Its mouth opens in a soundless scream as the hoar-frost races up its
legs, across its body.  194E    And that's the position it freezes in.
194E It has become a statue, kneeling in the frozen vapor, that
surprised look of agony frozen on its face.

The liquid nitrogen stops flowing and begins to evaporate. 194F
Terminator, just beyond the boundary of the cold, can see the T-1000
clearly.   194F He draws his .45 and aims.

Terminator Hasta la vista, baby.

194G    K-POW!  The single shot blows the T-1000 into a million diamonds
    spraying up    194G into the air.   They shimmer across the ground
    for twenty feet in all directions. Terminator lowers the gun,
    satisfied.  He looks like he needs a vacation.

195 JOHN AND SARA have seen it from the pickup.  She is in bad shape.
    195 Conscious but very weak.  He tries the door.  It's jammed.  He
    kicks it open.

John Okay, Mom, we gotta get out now, come on.  That's it.


195     He helps her  slide down from the seat of the truck.  Her knees
    give way.  John     195 has to take a lot of her weight.  He reaches
    in and picks up the riot gun  off the seat.   They hobble toward
    the--

195A    TERMINATOR.  On his knees, he looks into the dissipating cloud
    of vapor.    195A The heat of the furnaces has evaporated all the
    liquid nitrogen.

196 INSERT, TIGHT ON THE FLOOR-- the T-1000 shards are melting,
    liquefying.     196 Hundreds of drops of mercury, spattered across
    the floor.  Orange light of the enormous blast-furnaces dances on
    liquid metal.

197 TERMINATOR struggles to rise.  One arm is shattered, the hand
    smashed   197 and nearly useless.  And some leg-servos are damaged.
    He can barely stand.  John and Sara arrive.

Terminator We don't have much time.

John What?

Terminator points.  John and Sara watch as--

198 INSERT, T-1000 DROPLETS are creeping together.  Fusing into larger
    blobs.   198 These pools shiver and run together, soon forming a
    central mass.

199 ON JOHN AND SARA, realizing it's not over.  199

John Come on!  Let's go!

Terminator gets one of Sara's arms over his shoulder and they go. BEHIND
THEM, something is moving. 200 A HEAD is forming up out of a pool of
mercury.  It rises, as shoulders form,    200 hunching up from the
liquid mass.  Half formed, it turns to look straight at them.

John looks back in new terror as--

The T-1000 rises to man-height.  It is still the mercury form, but its
features are forming rapidly.  It takes its first step after them. Sara
stumbles and they pull her up. 201 Terminator himself has a pronounced
limp, dragging one leg with a shattered 201 ankle joint.  John's the one
pulling, straining, driving them forward.  They round a corner into--

202 int. aisle between furnaces 202

It is a maze of monstrous machinery.  The heat is tremendous. The air
shivers with a pounding roar. Sara cries out in pain and stumbles again.

John Come on, mom, you can do it!  Come on!!


202     They drag her up, and stagger on.  Her leg is bathed in blood
    and she is    202 deathly pale.  He looks back.

203 int. main gallery   203

The T-1000 steps INTO FRAME.  Fully formed.  The hell-fire light glints
on its impassive cop face.  It walks forward.   At first it seems
unaffected by its crystallization but--

203A    ANGLE ON ITS hand as it touches a railing in passing.  The
    railing is covered   203A with O.S.H.A. yellow-and-black safety
    tape. The hand turns yellow and black, the color fading to normal by
    about the elbow.  It rips the hand from the railing with difficulty.
    There is a sound like adhesive tape ripping off a surface.

203B    The T-1000 looks at its yellow and black striped hand.  It wills
    the hand back to   203B normal.  We see ripples of "static" or
    system noise moving subtly over the surface of its body.  It's
    starting to "glitch".

203C    TRACKING WITH THE T-1000'S FEET.  With each step, the pattern of
    the tile   203C floor "invades" its lower legs.  Fades as the foot
    is lifted.  Returns as it is set down.  The foot is trying to meld
    with the floor.  The chameleonic function is out of control. The
    T-1000 is losing it.  It moves forward  searching.  It rounds the
    corner, entering the aisle between the furnaces.

204 int. aisle  204

Terminator sees the SILHOUETTE closing on them through the smoky gloom.
The T-1000 breaks into a loping run when it sees them. Terminator turns
Sara over to John.

Terminator Keep going.

John shakes his head, no.  The T-1000 is almost on them.

Terminator RUN!

John runs, dragging, half-carrying Sara as best he can. She can barely
stay conscious.  Half-running, delirious, she stumbles and drops to her
knees.  John pulls but she can't rise.

John (crying, shouting) Come on, you gotta try... please, mom.  Get up!

John looks back to see--

204A    TERMINATOR trying to load the M-79.  With his shattered hand, he
    can    204A barely maneuver his last grenade into the breech. T-1000
    smacks the weapon out of his hands.  It clatters to the floor.

    TERMINATOR 2 - Rev.  9/10/90        118

204A    The grenade spins across the floor, rolling under some
    machinery.   204A Terminator lunges, slamming the T-1000 against a
    wall with all his weight. The battle is joined.

204B    JOHN AND SARA have reached the back of the aisle.  It is a
    cul-de-sac,  204B blocked on the end by the base of an IMMENSE
    SMELTER CRUCIBLE.  They turn to watch the titans battle in
    silhouette, backlit by the molten sparks falling from the furnaces
    above.  The battle which will decide their fate.

204C    Terminator grabs the T-1000 and hurls it with awesome force
    against the     204C opposite wall of the narrow alley.  In less
    time than it would take to turn, the 204D    T-1000 morphs through
    itself, from front to back... face emerging from the  204D back of
    its head. 204E    It comes off the wall straight at Terminator, who
    smashes his good fist into its    204E face.  The pile-driver blow
    buries Terminator's fist almost to the elbow.

204F    But the T-1000's head morphs in a split-second into a hand which
    grips  204F Terminator's wrist, and the head "emerges" somewhere
    else, the geometry shifting faster than we can follow. 204G    The
    T-1000 slams Terminator into a large machine, jamming his arm into
    204G the moving works.  A massive sliding bar SCISSORS HIS ARM,
    smashing it into junk at the elbow, pinning him in the machine.

Terminator  strains against the machine pinning him.  We hear his servos
whining with overload.  The T-1000 turns and lopes toward Sara and John.

Sara screams and hurls John into a gap between the machines.  He falls
into a maze of pipes and girders.

205 int. maze of machines   205

JOHN turns to see her in the entrance of the narrow gap.  She could
follow him but she doesn't.  SUDDENLY a dark mass moves toward him.
John gasps as a huge steel counterweight, driven by a chain 6 inches
thick, slides toward him.  He rolls out of its way.  When he looks back,
he cannot see the opening.

John Mom!  MOMMM!!


206 int. aisle between furnaces 206

TERMINATOR strains to reach a 6-foot steel bar lying near him.  Steel
workers use them to move the red-hot ingots around.  He gets hold of the
end and uses it as a lever.   With titanic effort he spreads the massive
components which are holding him, and withdraws his arm, which is
severed at the elbow.  Dangling junk hangs from the crushed joint.

207 SARA has lost sight of John.  It is as much of a goodbye as they
    will have.     207 She turns as the T-1000 closes on her.  She is
    half-slumped against the sooty machines, looking barely conscious.
    She struggles to load a shell into the   * empty weapon.  At the
    last instant she whips up the RIOT GUN and FIRES. *

    TERMINATOR 2 - Rev.  9/10/90        119

207A    OMITTED 207A* 207B    OMITTED 207B*

A207    T-1000's face is blown open, but quickly reforms as it closes on
    her.  She  A207* fumbles to get another shell into the magazine
    but--    * A208    THUNK!  A steel needle slams through her
    shoulder, pinning her. A208* The polymorphic killer cocks back its
    other hand.  The index finger extends as a gleaming needle, toward
    her eye...

T-1000 Call to John.  Now.

207C    WHAM!!  SOMETHING whistles down on the T-1000 with such force
    that it   207C* cleaves its  head and body in two down to the navel.
    The 6-foot steel bar is imbedded in its body.  Terminator hurls the
    killer off Sara.

207D    The T-1000 pulls the steel shaft out of itself and attacks him
    with fury.   207D* Swinging again and again.  Hammering Terminator
    back.  Terminator falls     * back against the wall.

Behind the T-1000 is an enormous I-beam, hanging from two chains.  It is
used to lift ingots into the smelters, and it runs on a linear track.
207E    The T-1000 grabs the I-beam and rolls it down the track.
Straight at   207E Terminator.  The two-ton girder smashes into his
chest, crushing the armor.  The T-1000 pulls the I-beam back, and then
heaves it forward again.  Terminator turns and takes the second blow on
the shoulder.  We hear metal crush and break inside him.  He sags,
turning to grip the wall... The third blow slams into his back, smashing
his spine and pelvis.  We hear servos ratcheting and failing.  He drops
to his knees, crucified on a wall of machinery. The fourth blow is
centered between his shoulder blades.  Sound of crushing metal.  His
skull is partially caved in. He slides to the floor.

207F    ON THE T-1000, emotionless as it walks forward. 207F

207G    TERMINATOR is a pathetic shape on the floor.  He is trying to
    crawl, feebly.    207G Dragging his malfunctioning legs behind the
    crushed spine.  His arm stump screeches on the tile floor as he
    inches himself forward.  His exposed machine eye burns red with
    determination.

We see his prize.  He has the M-79, with the breech still open, cradled
in the crook of his ruined arm.   His good hand, the exposed steel one,
is reaching for the last grenade, which is visible under the skirt of
the massive smelter base.  His metal fingers reach out for it as--

207H    The T-1000 raises the heavy steel bar over his head and stabs it
    down with  207H unbelievable force.  It punches into Terminator's
    back, through a gap in the shattered armor.  The T-1000 levers it
    back and forth, widening the hole.  Then it raises the pointed bar
    again and slams it down. It punches right through.  Emerging from
    Terminator's chest. And into the floor.  He is pinioned.  The cyborg
    sags face down and stops moving.  The light goes out of his eye.

cut to:

208 int. maze of machinery  208

John scuttles like a rat through the guts of the smelter.  Above him,
vast machines churn untended.  He hears a voice... SARA'S. Calling low
and urgent to him.

SARA John?  John?  Can you hear me?  Where are you?

208A    He crawls out of the shadows.   208A Onto a landing next to one
of the SMELTER CRUCIBLES.   Molten steel glows bright orange in the
crucible of the furnace.  Heat shimmers the air, giving everything a
hallucinatory quality.

John sees Sara nearby, limping toward him.  She can barely move, her leg
bathed in blood.   He runs toward her. SARA (gasping) Help me, honey...

TIGHT ON SARA, her stoic face, as she hobbles forward, reaching out to
him.  Something rises behind her, OUT OF FOCUS.

209 ANOTHER, IDENTICAL,  SARA... but this one has a shotgun.    209
Aimed right at us.

209A    JOHN freezes.  Which is which?  He looks down.  The first Sara's
    feet are   209A melding with the floor, sucking and fusing with the
    tiles as she walks.  They have the color and pattern of the tiles up
    to the knee.

John (screaming) SHOOT!!!!

209B    John dives aside.  The Sara-form spins, changing into
    you-know-who.  Sara   209B starts unloading the shotgun into it.
    BOOM! It staggers back.  K-CHAK.  She chambers another round.  BOOM!
    It staggers again. K-CHAK. BOOM!  And again.  And again.

209C    The T-1000 is blown back a step and Sara advances a step with
    each shot.  The   209C craters in the T-1000's body "heal" slowly.
    Its power is waning.  She FIRES again.  And again.  Her eyes blazing
    with feral intensity.  She walks it back, right to the edge of the
    pit of MOLTEN STEEL.

K-CHAK... CLICK.  She's empty.  The T-1000 is right at the edge.  In a
second it will recover its composure, as its crater hits close slowly.
She has failed.  Now it will kill them both. Except...

209D    TIGHT INSERT as steel fingers slide a grenade into the bore of
the M-79.    209D


    TERMINATOR 2 - Rev.  9/10/90        121

210 CLOSEUP TERMINATOR, lying on the floor among the machines.  It
    raises   210 its head. Half human flesh, half chrome skull. Its red
    eye gazes right at us as-- It snaps the breech closed with a flick
    of its wrist and-- The muzzle is right in the lens as it-- FIRES.

210A    The T-1000 takes the round in the belly.   The grenade EXPLODES
    inside its  210A body.  A huge hole is blown clean through it, and
    it is ripped open and peeled back, half inside out. It topples into
    the molten steel and--

211 The T-1000's head and upper body reappear above the molten steel.
211 It is screaming.  A terrifying, inhuman siren of a scream. It is
changing, morphing, transforming into anything and everything it's ever
been so rapidly the eye can barely follow... We catch a glimpse of
Janelle Voight checkered with linoleum tile colors, Lewis the Guard with
knives exploding from his face, other faces, switching   * at a
stroboscopic rate now... a face every two frames until they merge into
one face--

The chrome figure screams and slips beneath the surface of the molten
steel.  We see liquid silver running in dissipating whorls over the
superheated surface... until it vanishes, swirling into nothing.

212 JOHN runs to Sara.  She stands staring into the pit.  The empty
    shotgun slips   212 from her fingers.  Clatters to the floor.  He
    sees that she's okay and he runs to the fallen Terminator.

212A    The crippled cyborg is trying to rise.  Its servos whine and
    stutter.  It   212A pathetically lifts itself to a kneeling
    position, collapses... tries again. John lifts for all he's worth.
    Sara joins them, helping. They help the crippled machine get on its
    feet.  It can barely stand. It walks to the edge of the pit.
    Terminator looks down and sees that it is over.  John unzips Sara's
    back-pack and takes out the hand of the first terminator.

John (to Terminator) Will it melt in there?

Terminator Yes.  Throw it in.

He does.  It sinks in the lava.  Vanishes.

Terminator And the chip.

John takes it out of his pocket.  Looks at it.  Tosses it into the
smelter.

SARA It's finally over.

Terminator No.  There is another chip.


    TERMINATOR 2 - Rev.  9/10/90        122

212A    He touches a metal finger to the side of his head.  John
    suddenly   212A understands what he means.  Terminator looks at
    Sara.  They both know what must be done. John shakes his head.
    Tears are streaming down his face.

John No!

TIGHT CLOSE-UP TERMINATOR, turning toward John.

Terminator I have to go away, John.  It must end here... or I am the
future.

The human side of his face is in shadow, so we see mostly the chrome
skull and the red eye.

John Don't do it.  Please... don't go--

Terminator puts his hand on John's shoulder.  He moves slightly and the
human side of his face comes into the light. He reaches toward John's
face.  His metal finger touches the tear trickling down his cheek.

Terminator I know now why you cry, though it is    * something I can
    never do.  (to both of them) Goodbye.

SARA Are you afraid?

Terminator Yes.

He turns and steps off the edge. 213 They watch him sink into the lava.
213 He disappears... the metal hand sinking last...  at the last second
it forms into a fist with the thumb extended... a final thumbs up. Then
it is gone.

214 HOLD ON JOHN AND SARA, watching through the heat ripples as we--
214

dissolve to:

215 THE SUN, PURE IN A CLOUDLESS SKY.   215* Tilting down reveals that
    we are in a park, very green.  People are casually dressed, having
    fun.  Cycling, reading... children are playing in a playground.

    TERMINATOR 2 - Rev.  9/10/90        123

215 Beyond the line of trees we see the skyline of Washington, D.C.,
with the   215* Capital Building and the Washington monument.  The
skyline is subtly changed, with a lot of new buildings, advanced
high-rises. A CARD APPEARS.

July  11, 2029

WE BOOM DOWN AND TRACK LATERALLY through a playground in the foreground.
Children swinging on swings.  Sliding down slides.  Timeless things that
4 decades of technical advancement will not change.  As we track we
hear:

SARA (v.o.) August 29th 1997 came and went.  Nothing much happened.
Michael Jackson turned forty.  There was no Judgment Day.  People went
to work as they always do, laughed, complained, watched TV, made love.

We pass a jungle gym, neither melted nor burned, but full of kids
swinging and yelling raucously.  Past it we drop down to see a boy
pumping the pedals of a tricycle.

SARA (V.O.) I wanted to run down the street yelling... to grab them all
and say "Every day from this day on is a gift.  Use it well!"   Instead
I got drunk.

STILL TRACKING we come to rest on an elderly woman seated on a bench.
It is SARA, now 64 years old.  The world has aged her, but she seems at
peace in this moment.  She speaks into a microcassette recorder.

SARA (V.O.) That was thirty years ago.  But the dark future which never
came still exists for me, and it always will, like the traces of a dream
lingering in the morning light.   And the war against the machines goes
on.  Or, to be more precise, the war against those who build the wrong
machines.

There is a man in his forties playing with two small children nearby.
He turns.  It is John Conner.  Though he has the same stern features in
adulthood, there is no eye-patch, no scarring.  He is far from the
haggard man of grim destiny we saw in the world that might have been.
But there is still penetrating intelligence, even wisdom, in his eyes.

SARA (V.O.) John fights the war differently than it was foretold.  Here,
on the battlefield of the Senate, the weapons are common sense... and
hope.

A FOUR-YEAR OLD GIRL runs to her to have her shoelace tied.


    TERMINATOR 2 - Rev.  9/10/90        124

215     girl    215*  Tie me, grandma.

Grandma Sara smiles.  It is the only time we have seen her smile so far.
She bends as the little girl puts her foot up on the bench.  She ties as
we hear:

SARA (V.O.) The luxury of hope was given to me by the Terminator.
Because if a machine can learn the value of human life... maybe we can
too.

Sara ruffles the kid's hair as she runs off to play with her dad.

fade out
THE END