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SSWWIKK! A sword-like blade rams through in between the doors, forcing them open. Terminator jams the shotgun through the widening gap. Punches the muzzle right INTO T-1000's face --


BOOM!! We get a glimpse of the T-1000's head blown apart by the blast. It is hurtled back. The doors close. The car descends.


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

IN THE ELEVATOR. Out trio hears a loud THUMP on the roof. Terminator, reloading the shotgun, looks up. Sarah 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 Sarah's face. She opens fire, BAM-BAM-BAM -- right through the roof. Lighting-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-guage 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. Sarah yells in pain as one of them slices open her upper arm. The doors open. Sarah pulls John out as soon as the gap is wide enough. 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!? In the elevator, the T-1000 has bashed a hole in the ceiling big enough to... 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 king of taffy-pull with itself. It opens its eyes and sees --

TERMINATOR, the shot gun held in his teeth, astride the roaring Harley 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. Johns strikes the flare on the concrete. Tosses it. Terminator catches the life 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 Sarah toward the exit ramp.

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

SARAH: Out of the car!!

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

SARAH: 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. Sarah gets John into the back seat and dives into the front passenger seat as -- Terminator slams the car into reverse and punches it, lighting up the tires on 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 power backward up the ramp, scraping along one wall, barely in control. Because... The T-1000 is running at them out of the inferno below.

This guy won't quit. Shifting from chrome mode to cop-form as it runs. It sprints up the ramp after the retreating car. T-1000 is gaining. Terminator hands Sarah another magazine for the .45. She snatches it, 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 shot gun back to Terminator. He leans out the window and takes aim at the pursuer. The T-1000's face is right in the headlights. Terminator fires, blowing a hole in its shoulder. Shiny liquid metal visible in the hole, which then closes. Sarah, half out the passenger window, opens fire. 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. T-1000 leaps. Lands on the trunk. 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 Sarah.

TERMINATOR: Drive.

Terminator heaves himself half out the driver's window. Sarah slaps her foot down on the throttle and steers from the passenger side. T-1000, fully on the car now, holds on with one hook-hand while it slams the 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 -- Terminator whips the shotgun over the roof of the car.

Fires point-blank. Hits the T-1000's arm just above the "hand" which anchors it to the car. The 12-guage blows the arm apart, severing the hook-hand. T-1000 tumbles backward off the accelerating car. 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.

Sarah has the car floored and the liquid-metal killer won't catch them on foot. John watches, in awe, as the "crowbar hand", stuck into the trunk right in front of him, reverts to the neutral polyalloy... a kind of think mercury. The gray metal slides off the trunk of the car and falls onto the road to lie there in a quivering blob. The car speeds off into the night.

REVERSE on the T-1000, walking now, coming right up into closeup, watching the tail lights recede. It looks down.

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

INT./EXT. SECURITY CAR A GHOST CAR blasts out of the darkness on a long stretch of moonlight highway. Headlights off, the hospital security car punches a hole in the wind.

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

JOHN: Can you see anything?

TERMINATOR'S POV. A monochrome image of the highway lit bright as day. 81C Terminator replies in a matter-of-fact tone.

TERMINATOR: Everything.

JOHN: Cool.

Sarah looks at Terminator, still not quite believing this is happening. But this is a different Sarah 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.

SARAH: 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.

Sarah looks at him, exasperated and stern.

SARAH: It was stupid of you to go there.

John stares at her, surprised.

SARAH: Goddamnit, 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 the place... I'm sorry, I...

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

SARAH: 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. Sarah lets her breath out, realizing how keyed up she is. She turns to Terminator, giving him a wary once- over.

SARAH: So what's your story?

EXT. MENTAL HOSPITAL 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 changed, I saw him change!!

It's quite pathetic. A nurse shoots him up with a sedative. They lead him away. T-1000 walks unperturbed among the milling cops. No one notices him. It slips into its cruiser and drives off into the night.

INT. CAR Terminator drives steadily into the black night.

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

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

Sarah thinks about that. Then:

SARAH: Can it be destroyed?

TERMINATOR: Unknown.

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

SARAH: Pull in here. We have to ditch this car.

EXT. SERVICE STATION - NIGHT 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 SUNDAYS. 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. Sarah pulls the security car in out of sight. Terminator rolls the door down behind them.

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

SARAH: You look like handmade shit.

TERMINATOR: So do you.

TIGHT ON FIRST-AID KIT from the office, plus some not-so-oily rags, a bottle 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. Sarah sits on an empty crate. Terminator's 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.

Sarah 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.

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

TERMINATOR: Correct.

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

WIDER. John and Sarah 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 injuries. The data could be called pain.

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

SARAH: Will these heal up?

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

SARAH: 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.

JOHN: How long do you live? I mean, last?

TERMINATOR: A hundred and twenty years on my existing power cell.

Sarah nods, pulling out another slug. CLINK. The glass 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... you know. More human. Not such a dork all the time.

Terminator turns towards him.

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

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

TERMINATOR: No.

JOHN: Can we reset the switch?

E.C.U. OF AN X-ACTO KNIFE cutting into Terminator's scalp at the base of his skull. His voice calmly directs Sarah 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.

TERMINATOR POV (DIGITIZED) as he watches her work in a mirror they've taken from the washroom. Sarah 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 the instructions, she reaches in with a pair of tweezers and PULLS -- there is a BURST OF STATIC and the screen goes BLACK.

TIGHT ON JOHN AND SARAH looking at what she has removed. A reddish- 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 it is that that Miles Dyson values so highly. The brain of a terminator.

WIDER. John walks around Terminator and looks at his face. 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. Sarah examines the CPU chip.

JOHN: Can you see the pin switch?

She ignores him. See looks at Terminator. The 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. Sarah barely stops the sledge before smashing his fingers.

SARAH: Out of the way, John!

JOHN: No! Don't kill him!

SARAH: It, John. Not him. It.

JOHN: Alright, it! We need it!

John keeps his hand right where it is.

SARAH: We're better off by ourselves.

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

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

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

TERMINATOR VISION flares back to life in a burst of static. The image forms. Sarah and John stands behind him in the mirror.

TERMINATOR: Was there a problem?

John glances sheepishly at Sarah, Then smiles at Terminator.

JOHN: No problem. None whatsoever.

JOHN SLEEPING, lying on a pile of rags next to a stack of tires. The lights are off. Sarah sits nearby, cross-legged, he back against the wall. The .45 is cradles 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. He figure silhouetted and still.

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

EXT. GAS STATION - DAY (LATER) John and Terminator walks 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.

IN THE PICKUP. Terminator has this trick (which you could do too if you 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.

JOHN: Are we learning yet?

Sarah comes out. She's found a mechanic's coverall inside, used but fairly clean. It doesn't fit her 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: We need to get as far from the city as possible.

SARAH: Just head south.

INT./EXT. PICKUP TRUCK/HIGHWAY - DAY THE OPEN ROAD. The pickup roars through light traffic down a long stretch of highway. They set three abreast on the bench seat, John in between, like some improbable family on a car trip. Sarah leans over to get a look at the speedometer.

SARAH: Keep it under sixty-five. We can't afford to be pulled over.

Terminator backs off the throttle slightly.

TERMINATOR: Affirmative.



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