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Now we see Todd Voight pinned to a kitchen cabinet by the spike which has punched through his milk carton, through his mouth and exits the back of his head into the cabinet door. His eyes are glassy and lifeless. The spike is withdrawn -- SWIISHHTT! -- so rapidly, Todd is actually standing there a second before he slumps out of sight.

THUMP. Janelle doesn't bat an eye as the spike smoothly changes shape and color, transforming back into a hand, and then...

Janelle changes rapidly into the Cop we now know as the T-1000. The change has liquid quality. T-1000 opens the back door.

EXT. VOIGHT HOUSE/BACKYARD - NIGHT T-1000: approaches the big German Shepherd, which slinks away from it, barking in fear. T-1000 walk right into close up. Reaches down, out of frame. We hear that sickening THUNK followed by a shrill yelp. Then T-1000's hand snaps up into frame holding a bloody dog collar. The tag reads "MAX". T-1000 nods thoughtfully. Heads back to the house.

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

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

TERMINATOR: Anything it samples by physical contact.

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

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

TERMINATOR: No. Only an object of equal size.

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

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

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

INT. VOIGHT HOUSE - NIGHT T-1000 walks down the dark hall. It passes the bathroom and we see the real Janelle's legs through the half-open door. The shower is running. Her blood mixes with water on the white tile floor. 56A In John's bedroom the T-1000 begins searching methodically in the dark.

Calmly and dispassionately ripping the room apart for any clues that could lead it to its target. T-1000 finds a box of audio cassettes marked "Messages from Mom". In it are some letters, and envelopes filled with snapshots. It begins looking through some of the photos...

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

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

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

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

JOHN: Oh, great. And what happens to her?

Terminator's reply is matter-of-fact.

TERMINATOR Typically, the subject being copied is terminated.

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

TERMINATOR: Negative. She is not a mission priority.

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

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

JOHN: Hey, goddammit! What's your problem?

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

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

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

JOHN: Let go of me!!

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

JOHN: Oww! Why'd you do that?

TERMINATOR: You told me to.

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

JOHN: You have to do what I say?!

TERMINATOR: That is one of my mission parameters.

JOHN: Prove it... stand on one foot.

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

JOHN: Cool! My own terminator. This is great!

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

FIRST JOCK: Hey, kid. You okay?

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

JOHN: Take a hike, bozo.

FIRST JOCK: Yeah? Fuck you, you little dipshit.

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

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

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

Immediately, things get out of hand. The guy's friend jumps behind Terminator and tries to grab him in a full nelson -- Terminator throws the first guy across the hood of a car -- Grabs the second by the hair, whips out his .45 in a quick blur, and aims the muzzle at the guy's forehead.

John grabs Terminator's arm with a yell as he pulls the trigger -- John's weight is just enough to deflect the gun a few inches. The guy flinches, stunned by the K-BOOM next to his ear. He stares, shocked. Pissing himself. John is freaking out, too. He screams at Terminator.

JOHN: Put the gun down! NOW!!

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

JOHN: Walk away.

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

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

TERMINATOR: Of course. I'm a terminator.

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

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

TERMINATOR Why?


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

TERMINATOR : Why?

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

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

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

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

CLOSE ON A BLACK & WHITE PHOTOGRAPH: The image is a nightmare from the past. It is a surveillance camera still-frame from the L.A. police station where the first terminator made such an impression in 1984. We see the blurry forms of the cop frozen in the emergency lights of a burning corridor. A black-clad figure stands at the end of the corridor. The guy has short-cropped hair and dark glasses. An AR-80 assault rifle in one hand, and a 12-gauge in the other -- holding them both like toy pistols.

ANOTHER PHOTO is slapped on top of the first. Another still-frame blow-up is placed over the last. Terminator looms in closeup.

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

INT. INTERVIEW ROOM/PESCADERO - NIGHT The photos are lying on the table in front of Sarah, 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. Sarah stares listlessly at the top photo. She's withdrawn, haggard... drugged-looking.

MOSSBERG: He killed seventeen police officers that night. Recognize him?

Weathersby slaps another black-and-white eight-by-ten on the table. A closeup 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.

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

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

Sarah stares up at him. A cold and empty stare. He glances at Silberman. Then at his partner.

MOSSBERG: We're wasting our time.

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

SILBERMAN: Sorry, gentleman...

TIGHT ON SARAH, 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 arms and leads her out.

INT. SARAH'S CELL Douglas inches up the last of Sarah's restraints. Then her 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 past him. He can't provoke a reaction. Even here, strapped down, the two of them alone, she give him no superiority.

He smirks and leaves. We hear the sound of his night-stick tapping its way down the corridor, growing fainter. Sarah'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.

EXT. ROAD - NIGHT 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 from the post-Apocalyptic future.

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

EXT. HOSPITAL ENTRANCE 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 it passes. The cruiser pulls in next to the other police vehicles. The T-1000 walks toward the main entrance.

INT. SARAH'S CELL/CORRIDOR Sarah 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.

IN THE CORRIDOR. Douglas the attendant is tapping his stick along the wall like he does every night on his rounds. He shines a little mag-light in the windows of the cells as he passes, barely slowing. He rounds the corner. His footsteps echo in the dark hallway. The tip of the stick hits the wall. Tap, tap, tap... getting closer to Sarah's cell. He stops at the 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 this for half a second, then hears a sound behind him and spins around.



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