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They run out as the sound of sirens grow louder outside.

TERMINATOR: I'll deal with the police.

JOHN: Remember what I said, you can't...


EXT. CYBERDYNE BUILDING: The security duo of Moshier and Gibbons cowers behind cars in the parking lot in front of the building. They turns as L.A.P.D. black-and-whites pour into the lot, turn the area into a disco of whirling blue and red lights.

EXT. CYBERDYNE BUILDING: The cops are jumping from their cars and ducking behind them. Emphasis on small arms here. Behind them an ugly black SWAT van screeches into the lot. We hear the thump of rotors as a police chopper arrives and swings in close to the building. It rakes its XENON SPOTLIGHT through the second floor offices.

INT./EXT. SECOND FLOOR OFFICE: Terminator crosses the office toward the floor-to-ceiling windows. He is outlines starkly by the spotlight as it rakes through the dark offices. Without breaking stride he kicks an executive desk toward the window. Glass explodes outward and the desk topples, falling to the sidewalk below.

Terminator, standing at the edge, fires a long burst with strafes the police cars lines up below. Cops duck as glass flies. Terminator, with his superb aim, hits no one. But noticed is served. The cops (surprise) fire back. Terminator turns and is walking calmly from the window 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.

INT. VAULT ANTECHAMBER 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 turns the keys together. The vault grumbles to itself, withdrawing it locking bolts with a final KLONK! Together Dyson and John swing the door open.

EXT./INT. LOBBY: 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 adrenaline. 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.

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

INT. VAULT John and Dyson are isolated from the world in this silent steel womb. Dyson opens the cabinet containing the terminator relics. It's John turn to stare with uneasy deja-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 ball 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.

INT. FIRST FLOOR CORRIDOR/STAIRWELL 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.

INT. LAB/HALL John pelts into the lab with Dyson stumbling along behind him. Sarah is just finished wiring all the charges to the central detonator.

JOHN: Ready to rock?

SARAH: Ready.

John tosses her the metal hand. She catches it and bends to put the hand in her empty back-pack. Sarah 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. Sarah sees that in her work, she has set the detonator down twenty feet away, near where Dyson is standing.

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

He gingerly picks up the detonator. Starts toward her. Then -- CRASH!!

THE DOORS AT THE BACK END OF THE LAB ARE KICKED OPEN. SWAT LEADER and two others OPEN FIRE. Their M-16s rake the room. Sarah dives behind a computer cabinet. Dyson is HIT. He is slammed to the floor by the impacts.

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

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.

IN THE LAB, bullets rake over Sarah's head, smacking all around her, 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.


Sarah hesitates a split second. Then she snap-rolls and fast-crawls through broken glass and debris into the hall where -- TERMINATOR grabs her by the jacket and hauls her roughly to her feet. 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.

INT. SECURITY STATION/CORRIDOR John reaches the first door, and tries it. Locked. Terminator unslings the M-79 blooper smoothly, opening the breach.


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

TERMINATOR: Cover you ears and open you mouth.

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

INT. LAB SWAT LEADER moves cautiously through the lab. Cat-stepping, he circles around a desk which block Dyson's body from his view. His M-16 is leveled 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.

DYSON: 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.

INT. CORRIDOR Terminator reaches the main elevators. Hits the button. Sarah 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.

INT. LAB: Dyson is lying amid the ruins of his dreams. 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.

THE PUPIL OF HIS EYE, at the moment of death, the instant the light fade from his eyes and he is gone -- His arm drops and the book hits the switch --

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. Only one of them seems to be moving with purpose. A bike Cop who has just arrived drives through the disorganized crowd, directly toward the building. T-1000 guns the bike up a ramp to a pedestrian bridge which crosses from a parking structure to the Cyberdyne building. It enters on the second floor, which is now a burning maze.

INT. SECOND FLOOR/OFFICE/CORRIDOR: T-1000 drives into the smoky wreckage. It draws a Hoechler and Koch MPK machine pistol and cruises slowly into the firelit offices, scanning.

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

INT. GROUND FLOOR/ELEVATOR/LOBBY 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 Sarah): Don't forget. It's always darkness right before... you're totally fucked.

The SWATs fire a tear-gas grenade toward the elevators. It spews the vicious CS gas out in a swirling cloud which envelops Sarah 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.

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

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

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

THEIR POV -- on the wall of boiling smoke. A figure appears. Walking 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 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 SWATs think the guy's wearing body armor or something. They keep firing. The rounds tear into him, staggering him slightly, but he keeps moving.

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 hold 12 rounds in a big drum. Terminator shoots the next SWAT 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 fold double and hits the tiles, gasping. Terminator is an image from Hell, a tall figure in shredded black leather, streaked with blood. One eye is a bloody socket, the metal eye-servo glistening.

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 armor chest. The remaining SWATs start to fall back. One turns to run and -- KPOW! A gas canister nail him in the back, sending him sprawling. Terminator fires three gas canisters into the lobby. It fills rapidly with the white gas, cutting the visibility to a few feet. It is total pandemonium.

SWAT LEADER crouches in the fog, white- knuckling the 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 their masks as they fall. The gunfire has stopped. Nobody an see anything. Screams and whimpers echo in the smoke.

EXT. BUILDING Smoke boils out of 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 rout.

AT THE SWAT VAN on of the SWATs is rapidly handing out the remaining 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.

INT. SWAT VAN 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.

INT./EXT. LOBBY 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.

THE SWAT VAN CRASHES INTO THE LOBBY in an explosion of glass and 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. Sarah and John stumble along the corridor, coughing. 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.

INT./EXT SECOND FLOOR T-1000, astride the Kawasaki, looks down from a second-floor office and sees the van tearing 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 --

T-1000 BLASTS OUT THROUGH THE GLASS, airborne on the motorcycle. It rockets across the gap to the hovering chopper and -- SLAMS into the canopy. The impact of bike and rider pitches the chopper radically. The startled PILOT fights to regain control as the bike tumbles to the pavement below. The T-1000 doesn't. It clings to the shattered canopy.

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